Note: This story was dynamically reformatted for online reading convenience.
 
 This story is complete fiction.

   For comments or questions, email chriskimbrell2003@yahoo.com Let us know
your opinion of this series for future chapters.

   After reading this, I am hoping that you have come to love young girls
as much as I have.  My story begins on a hot July day, and the carnival has
just come to town.  My name is Jason, and I am a 20 year old college
student.  Let me just start out by saying that if you have ever gone to the
carnival in your local town, you already know that it gives the girls every
excuse to where the tightest possible clothing that they own.  That has to
be the number one reason why I always must attend.  When my friends and I
finally showed up, we decided that we were going to just take a stroll
around the midway, and scope out the hotties.  Alot of the girls the we saw
were around 17 or 18, and they drove us men crazy just looking at them. 
The only problem was that practically all of them had a guy on their arms,
or were way too bitchy.  They wouldn't even give us the time of day.  After
about 1 hour of trying to get some pussy lined up, we gave up and decide to
go on the rides.  There were 5 of us together in a group, and that left me
odd man out most of the time on the rides because they either seated 4 or 2
in a row.  Most of the time I would ride by myself, but on this one
occasion, it was different.  As it came our turn to ride the haunted house,
The four guys with me got into the first two cars.  This was the kind of
haunted house that you ride through with two people to a car.  I was just
getting ready to close the bar on the third car when a girl climbed in and
sat down to my left.  Seeing that the ride was so popular, the operator
wasted no time in sending us off into the ride.

   It was fairly dark inside the ride, and I could barely make out my hands
a foot in front of my face, but I did manage to catch a glance at the girl
next to me.  From what I could tell, she hand blonde hair that was pulled
back in a ponytail.  I could see her face, and from what I could tell, she
looked pretty cute.  One thing that I have to mention was that she smelled
so good.  She was wearing one of those new perfumes that they sell at the
mall, you know, the kind that get the guys excited.  I don't know if it was
that, but my heart was starting to speed up.  After about 30 seconds of
this, I finally decided that I should just forget about anything more
coming of this since she hadn't even looked at me since the ride started. I
had just given up when something extraordinary happened...

   The ride that we were on was fairly old, and seemed a little unreliable.
As luck would have it, the ride decided it wanted to stop as the two of us
were inside.  It was quiet for a couple seconds, and then a voice came on a
speaker.  It was the operator, and he told us to just stay put and the ride
would be back up in a few minutes.  Since there was not much to look at on
the broken ride, I turned my head to the girl and intoduced myself.

   "Hi, since we are going to be alone for a few minutes, let me introduce
myself.  My name is John."

   I stuck out my hand, and she grabbed with hers and said,

   "Hiya, I'm Amie."

   "Should have known this ride was gonna break.  It looks ancient," I
said.

   She giggled, "I know, but I have been riding it every year since I have
been old enough to come to the fair."

   After only a short conversation about what rides we each thought were
fun to ride, the heap of junk we were currently sitting in came back
online, and we finished our short journey to the end of the ride.  Upon
exiting the ride, I did have to opportunity to get a closer look at who it
was I was actually talking to.  To my suprise, The girl that looked like
she might be cute turned out to be a complete knockout.  The only setback
was that she looked to be about 13 years old.  Regardless of this fact, I
was still extremely attracted to her.  Maybe it was the pair of braces she
had in her mouth, but something about her gave me the feeling of virgin
innocence.

   After looking around for a few seconds, I noticed that all of my friends
had decided to walk off without me.  Apparently, Amie took notice because
she offered to walk around with me.  Aparently she was in the same
predicament as myself.  Amie and I walked around and talked for what seemed
like an hour or so, and I got to know quite a bit about her.  Amie was had
just finished the 6th grade last june, and attended the local middle
school. She was the youngest in her family which included her father and a
sister that was 17.  Apparently, her mother had passed away in a car
accident about 5 years prior.

   Spending so much time with Amie was probably the best thing that could
have happened to me at the fair, but things started looking up when she
asked to hold my hand.  At first I was reluctant thinking of what people
might think of a 20 year old boy with a 13 year old girl, but I figured
that if anyone asked, I was just babysitting.

   Eventually, we came to a spot where there were many game booths set up.
Amie turned to me and asked if I would loan her a couple dollars to play a
few, and after looking into her gorgeous blue eyes, it was impossible to
refuse.  We stepped up to the booth where the object of the game was to
toss the softball into a bucket 4 feet away that was screwed down to a
piece of wood at a 45 degree angle.  I handed the game operator the 4
dollars necessary to play, and Amie took the 4 balls.  She took the first
ball and tossed it, only to find that it hit inside and bounced right back
out.  Her second toss ended the same way.

   Seeing that she was getting nowhere, I told her to hold up for a second,
and I stepped up behind her.  When I got close enough, I leaned in and
whispered to her that the trick was to put more of an arc on the ball and
have it land in the bucket from above.  At the same time, I wrapped my hand
around hers and I told her to let go when I said to.  I pulled our hands
back, and gave a fast swing forward.  When I told her to release the ball,
it went up about 2 feet and landed inside the bucket, only this time, it
stayed there.  Amie was so happy, she turned around, wrapped her arms
around my neck, and gave me a kiss on the cheek.  It didn't take much,
because as soon as I felt her soft lips on my face, my cock jumped to
attention.  I was just glad that I had worn jeans because hopefully it
would hide my growing erection from other people noticing.

   The operator told us that we could take a small prize, or if we got the
last ball in, we could pick out one of the larger stuffed animals.  The
only catch was that if we missed, we got nothing.  I told Amie it was up to
her, and she looked at me, and said, "Let's go for it." I just smiled at
her and agreed.  I stood back, and waited for her to try, only to find that
she wanted me to get up behind her again, and help.  I was more than happy
to, since she smelled so sexy.  Everything started out like before and we
went to toss the ball.  As I was swinging our arms forward, I felt a slight
pressure on my cock as Amie began to grind her tight little ass against my
rock hard erection.  Needless to say, the ball did not get released
correctly seeing that my attention was not on the swing, and it bounced off
the side of the bucket.

   "Damn." I muttered, as the ball hit the ground.  I really wanted to win
Amie one of the larger stuffed animals, especially now that she gave me
that little cock tease.

   At first I was a little disturbed by what had happened.  It was
difficult for me to understand why she would have done something so
wonderful on purpose.

   When we left the game booth, we walked around for a few more minutes,
and then both decided that we had had our share of the fair atmosphere for
the evening.  As we were walking out to the parking lot, it occurred to me
that Amie had no ride home because she had never caught up with her
friends. Luckily, the group I was with all drove seperately.

   "Amie, how do you plan on getting home?" I asked just before we reached
my car.

   "Well, I was hoping you would give me a ride," she said as she put her
arm around my waist.

   "Sure, not a problem."

   When we reached my car, we both got in and I put the key in and started
it up.  I was just about to throw it in reverse when Amie turned to me and
asked me, "Jason, do you think I am cute, or am I too young for you?"

   "Wow," was all I could say.  I turned toward her and smiled.  "Well, I
have never though about girls that are younger than me.  From the moment I
saw you on the haunted ride, I have been attracted to you but I didn't want
to say anything fearing that you would think I was a jerk."

   To my suprise, Amie's beautiful face just lit up, and she let out a
slight giggle.  "I knew you wanted me when I felt your cock brush against
me at the game.  Well, what are you waiting for!"

   "Here?" I said.

   "Where should we go?" she asked.

   "Well, there is a little motel a few streets down.  Let's get a room
there."

   As fast as I could floor the gas, I had my car down the street and
parked in front of the motel.  I got out of the car and walked to the
passenger side.  Luckily, nobody was around because when Amie stepped out,
she reached out and grasped my cock through my jeans.

   "mmm, this is gonna be so much fun," she giggle as we walked to the
lobby entrance.  When we got inside, I told Amie to stay at the door, and I
walked up to the desk.  The clerk smiled and I asked for one room.  As I
paid the clerk, I noticed that he was catching quick glances of Amie when
he thought I wasn't looking.  Not wanting to arouse an suspicion, I told
the clerk I couldn't wait to get to my room and turn in.  I made my way to
the door and followed Amie outside.

   When we got into our room, Amie ran over and jumped on the bed.  I made
sure to lock the door after our entry, and closed all of the curtains.

   "Afraid someone might catch us?" giggled Amie as she moved to the edge
of the bed.

   "No, I just want to be the only one that gets to enjoy you tonight," I
replied.

   I walked over to the bed and stood in front of Amie.  Amie stood up, and
walked up to me.  She slowly turned around, and leaned her ass into my now
rock solid erection.  I reached around her waist, and slowly ran my right
hand up her flat tummy until I felt a slight raise in her chest.  I slowly
massaged her cone shaped tittie in my hand while my other hand crept down
to her zipper and between her legs.  I ran my hand slowly back and forth
over her pussy.

   "Oh my god!" she moaned as I pressed my cock into her tight little ass.

   I slowly turned Amie around and kneeled down so my face was directly in
front of her jean zipper.  Starting at her knee, I slowly massaged my hand
up her thigh in a circular motion.  Eventually, I made my way up to where
her thigh met her pussy and with one hand, I unsnapped her jeans and pulled
down on the zipper.  With both my hands, I spread the flaps of her jeans
open and slowly peeled them off her hips and down her thighs until she
stepped out of them.  The size of my erection must have doubled when I
noticed that Amie was wearing a pair of white cotton panties with little
red cherries all over.

   "This is way too much," I said letting out a slight laugh.

   "Do you like my panties?"

   "You look so fucking gorgeous," I said as I looked up into her sparkling
blue eyes.

   I took my left hand and slowly massaged the top of her pussy causing her
to moan in delight.  I could tell she was getting turned on because a small
wet spot appeared on the front of her panties.  I took my nose and gave a
quick slight sniff of her cotton panties.

   "Is that peaches I smell?"

   "Yeah, do you like it?"

   "Amie, you smell good enough to eat" I said as I took my tongue and
placed it on the very bottom of her slit.  Using my tongue, I slowly
massaged her outer lips through her panties until I hit her clit.  I could
tell it was affecting her because as I flicked my tongue over her button,
she seemed like she was getting a little weak in the knees.  I took my
hands and reached around Amie and squeezed both of her little ass cheeks
pulling her into me as I continued to play with her clit with my tongue.

   "Oh God Jason!  Suck my clit!" she moaned as she wrapped her hands
around my head and pulled my head into her pussy.

   With both hands I grabbed the waistbands of her cotton panties at her
hips and gently peeled then down her creamy white thighs and over her
knobby little girl knees until they landed on the floor.  I pulled my head
away and stood up looking straight into her cutie innocent eyes.  Amie
reached up and wrapped her arms around my neck and brought her lips to mine
as we initiated our first kiss.  After a few seconds, Amie moved her tongue
into my mouth and found mine.  For about two minutes we stood there and
took turned exploring each others mouths with our tongues.  I brought my
hands around Amie and placed them on her back slowly moving down until they
we cupping her two tiny ass cheeks.  As we continued to kiss, I massaged
her little ass and pulled her into me grinding my cock into her wet little
pussy.

   "mmm, I can't wait til you fuck my tight little pussy with that huge
hard cock," Amie moaned as she broke our kiss.

   I just let out a huge grin and moved my hands down so they we just below
her tight little ass cheeks.  I grabbed her upper thighs and pulled her up
until her completely in my arms and carried her toward the bed leaning over
and placing her so that her ass was right on the edge.  Amie laid down and
watched as I grabbed my shirt and peeled it off of my chest and over my
head, throwing it on the floor.

   "Damn!  Nice chest!" Amie moaned as she slowly massaged her cone shaped
tits through her shirt.  I kneeled down and grabbed both of Amie's knees
pushing them out until they were both against the bed on opposite sides,
causing her outer pussy lips to spread apart revealing her pink inner
flower.  Placing my tongue against her open slit, I lapped up and down
until her lips began to glisten from the juices from you young pink flower.
With each stroke of my tongue, I pushed deeper and deeper until the lips of
my mouth were enveloping her entire slit.

   "Suck my tight little pussy.  God!  Suck me!" Amie moaned as her head
swung from side to side.  "Oh shit!  I gonna cum!  Ohhhh, Yessss!"

   I just continued to tongue fuck this gorgeous little preteen.  I placed
my finger on her tiny clit and started massaging, putting Amie over the
edge.

   "OHHH GOD, FUCK!  I'M CUUUUMMMMIIINNGGG!"

   With both of her hands, she grabbed the bed on both sides and started
lifting her little ass, fucking my tongue back.  I continued my oral
penetration noticing her love hole was contracting.  It felt like she was
trying to swallow my tongue with her little pussy.  When her orgasm reached
its peak, I began to lick up her juices as fast as they were cumming.  When
her orgasm finally subsided, I slowly extracted my tongue and gently licked
and kissed Amie's inner thigh while she recovered.

   "That was awesome!  I have never cum that hard before."

   "Amie, you taste so fucking good, and damn you are so fucking gorgeous!"

   "Oh shit!" Amie suddenly said as she looked at the clock beside the bed.
"Its almost 11.  I told my dad I would be home by 11:30."

   She noticed as a sudden look of disappointment came over my face.

   "What's the matter?  Ohh, you haven't gotten any relief.  I think I can
take care of that.  We might have time for one more round." With that said,
Amie sat up and quickly opened my jeans and pulled them off.  She them
grabbed my boxers and yanked then to the ground.  As soon as my cock was
free, it jumped to attention and pointed directly at her.  "I would love to
suck that big juicy stick of meat, but I think I have an idea that will
feel even better."

   With that, Amie sat up and kneeled on the bed.  With both of her hands,
she grabbed the bottom of her shirt and pulled up until it was over her
head and on the floor.  I couldn't help but stare at her set of young perky
tits.  With little more than a slight raise, they accented her age and gave
her look of pure virgin innocence.

   Amie suddenly turned around facing in the other direction, and crawled
up to the pillows at the foot of the bed.  She leaned down and turned her
head sideways, placing it on the pillow, supporting her self on her elbows.
With one swift motion, she raised her tight little girl ass into the air
and slightly swung it from side to side.

   "Well, are you just going to stand there, or are you going to stick that
hard dick in my pussy and fuck my brains out!?  We have just enough time."

   As fast as I could, I jumped on the bed and moved up and positioned my
cock so it was level with her upraised bottom.  I placed on hand on her ass
cheek and used the other to guide my cock to her opening.  I took the head
and rubbed it up and down her lips a few times and proceeded to gently
pressing my erection into her waiting pussy.  I slowely pushed in and
pulled out until my cock was almost entirely enveloped in her tight pussy.
I felt a slight pressure against the head of my cock as I pressed it
against her cervix.  I slowly picked up the rhythm until I was pound in and
out of her squeezing cunt.  The girl was letting out a constant moan and
began fucking back at me.  With every penetration, my balls bounced into
her mound and massaged her clit.

   "Ohhh God!  Fuck my little pussy!  Shove that huge cock into my tight
wet pussy!  mmmmmm!"

   Her dirty sex talk mixed with her pussy milking my cock with stroke was
putting me over the edge.  I could tell she was close too because her pussy
began to spasm against my hard cock and she began screaming into the
pillow. This was too much for me, and I could feel my balls starting to
send their load up.  I grabbed Amie around the waist with both hands and
rammed my cock as hard and as fast as I could into her cunt as jet after
jet of semen shot through and out the tip of my cock deep into her pussy
coating her cervix with my seed and lubricating her now raw pussy.  With my
cock still being help in her slit, I grabbed Amie around the chest and
pulled her up until she was upright and her back was tightly against my
chest.  She was still breathing fairly heavy, trying to recover from my
hard fuck.  I took my hands and began cupping and kneeding her tiny pert
breast while I leaned my head around and kissed her repeatedly on the neck.
I moved my mouth up to her ear and whispered, "God Amie, You were great. 
Thank you so much."

   Amie just slowly pulled away until my cock fell out of her tight pussy
and turned around taking me in her arms as we explored each others mouths
again with our tongues.

   We dressed as quickly as we could and left the room, leaving the key
next to the television.  We both jumped into my car and I got to Amie's
house as fast as I could.  It was 11:29 when we pulled up to her curb.  She
turned to me one last time and we kissed.

   "Amie, I had no idea someone so young would be so fuckable."

   "You would be suprised.  I have never had someone as good as you.  If
you want a younger girl, just ask.  They will probably be more than willing
to fuck such a cutie like yourself."

   I just smiled and rubbed her thigh one last time before she opened the
door and stepped out.  Just as she was about to close the door, she turned
to me and said,"Jason, here's a little gift for being so great.  I hope we
can meet up again." Amie pulled something out of her pocket and threw it
into my lap, giving me a quick wink and shutting the door.  I sat there for
a minute and watched her sweet little preteen ass bounce back and forth as
she walked to her door.

   It was too dark to see what she had given me, so I flicked the interior
lights on.  I got a huge smile as I looked down to see the white pair of
cherry covered cotton panties laying across my lap.  I just thought I would
love to have the pussy and tight ass they had covered back in my lap.  I
threw the car in drive and floored it all the way home.