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    WARNING: If you are offended by stories of sex with children,
             STOP READING THIS NOW!

             Remember, this is only a "STORY". This is the only
             warning provided in this file.


    Current files to this series are: 11SEX-01.ZIP - Chapter 1
                                      11SEX-02.ZIP - Chapter 2
                                      11SEX-03.ZIP - Chapter 3


    Chapter 3


         As I walked towards the edge of the kingsized bed holding this
    sweet little ten year old angel in my arms, my knees began to shake.
    I couldn't believe this was happening. I sat down on the edge of the
    bed closest to the bedroom door. Carrying her in, cradled in my arms
    the way I did, unknowingly caused her nightgown to rise up above that
    cute little rear end of hers. When the warmth and softness of that
    incredible little ass touched my bare skin it shot through me like
    wildfire going through sagebrush! My cock got so hard I thought it was
    going to explode! Her right hip was up against it so I knew she could
    feel it. I was afraid it would frighten her but there was nothing I
    could do about it.

         I sat there just hugging her for a moment with my left arm around
    her back and left side while my right hand was gently on her knees. The
    top of her head was just touching the bottom of my chin as her face was
    looking downward shyly. I kissed the top of her head and whispered "Kim,
    you are beautiful". My right hand slowly moved up along the outside of
    her left hip savoring the warmth and softness of her young skin. I found
    her left hand and guided it up to my lips where I slowly kissed each
    finger again. Then my right hand found her chin and slowly raised it
    towards me until I could see that adorable little face.

         As her eyes met mine she smiled but didn't utter a sound. I gently
    kissed her forehead several times then her nose and whispered "gosh,
    you have a cute little nose". She giggled. I started kissing her right
    cheek. As my lips began moving towards hers, my right hand started gently
    caressing her left cheek and neck. At first, I barely touched her lips
    with mine. I was mesmerized by this little girl. Never have I been so
    controlled by anyone or anything as I was at that moment by her.

         I slowly and very gently kissed her lips, first the top one, then
    the bottom one. As my tongue began to search between her lips it was again
    met by her tongue. I gently touched the tip of it with mine and slowly
    moved about it in circles. Then I stopped and started kissing her lips
    again. When I did, she stopped and pulled away for a moment causing me to
    open my eyes. Those beautiful blue eyes were staring into mine curiously.
    It was as if she was asking me if she did something wrong, as if she was
    saying "hey, why did you stop, did I do it wrong"? I looked into her
    eyes, smiled, and whispered "you are incredible"! She smiled, then
    closed her eyes and moved her mouth towards mine again.

         Our lips barely touched before our tongues met and became one.
    I could feel the heat from her little rear and the backs of her legs
    against my lap and my whole body began getting real hot. My right hand
    started slowly moving downward along her left arm, then her hip and
    along the outside of her left leg until it found her knee. My fingers
    moved to where her knees met and tried to separate them. At first they
    resisted. Our tongues were moving around each other more and more now.
    My fingers again tried to find their way between her knees and this
    time were allowed in between them. Her skin was so hot and so soft!
    My hand started to slowly move her left knee away from the other. After
    about an inch of movement, her knee stopped and hesitated, as if she
    wasn't sure. I again started to kiss her lips for a moment and then went
    back to that fantastic little tongue. As I did, her knees began moving
    farther apart.


                                    13





         My right hand started to slowly and gently caress the inside of
    her left thigh. My hand could feel the heat flowing from her skin. I
    then moved it to the inside of her right knee. I gently pulled her knee
    towards me pressing the outside of her leg firmer against my bulging
    hard on. I was again going over the edge! As I started to slowly move
    my hand up along the inside of her thigh I entered another world. God
    she was soft and warm! I would move my hand up a little then stop and
    move it back down a little. Each time I moved it upward, I would go a
    little further up her thigh.

         Every few moments I would move my hand to the inside of her outer
    leg and gently caress it, testing to see if it would stay there. Her 
    legs began to move farther apart, while at the same time, her tongue 
    was really starting to move sensuously about mine. My hand finally went
    back to the inner thigh of her right leg and moved towards it's goal. 
    My finger finally found its prize! She was soaking wet! I couldn't 
    believe how wonderful it felt! Ever so slowly and ever so gently, I 
    began to move my fingers along that incredible little slit. As I did, 
    her legs started to move even farther apart!

         My middle finger found the top of her sweet little slit and slowly
    started to follow it downward. It gently and slowly followed it along
    the outside edge just barely touching it. When it got to it's bottom,
    my hand moved downward and would gently cup her whole cute little ass
    in it. I would give it a gentle squeeze then slowly release it and start
    to slide my middle finger back up along that incredulous little slit!
    After about the third time, my finger found itself starting to enter
    along the outer edge of that soft warm inviting little tunnel. As it
    did, her tongue would stop moving and I began to hear her start to make
    a high pitched sound, almost like a little kitten would make while
    searching for it's mother. I did this four or five more times before I
    started to notice the tiny little beads of sweat again beginning to
    form above her eyebrows and along the edges of her lips.

         I gently put my right arm underneath both her legs and bringing
    them together, turned to my left slowly sliding her from my lap onto
    the edge of the bed. She looked so cute and so adorable sitting on the
    edge of the bed like that. The light from the tv in the living room
    was flickering into the bedroom through the open door. Her blonde hair
    was shimmering in it's light. I could see the tiny beads of sweat all
    about her face as she looked up at me flushed. God what a little angel!
    I took both her cheeks into my hands, leaned over towards her and kissed
    her nose then her lips. I whispered "I'll be right back, don't go away".
    She looked up at me and smiled but didn't say a word.

         I went into the living room and turned the sound off on the tv
    but left it on for the light. Then I shut the lamp off and turned the
    stereo on softly. I then went back into the bedroom.

         When I came back in, she was still sitting on the edge of the 
    bed but had pulled her nightgown back down over her knees. I knelt 
    down on the floor next to her and took both her hands into mine. I 
    looked into her eyes and whispered "do you have any idea what you're
    doing to me? You are my little Lolita". I didn't think she knew the 
    story of Lolita but I didn't care.

         My cock was bulging again so I leaned up against the edge of the
    bed to hide it. I cupped both of her cheeks into my hands and gently
    started to kiss her lips. In a moment our tongues were swirling around
    each other again.
                                    14





         I took both of her hands and moved them up to my shoulders as I
    leaned towards her. Still on my knees, I repositioned myself directly
    in front of her. My hands moved down to the backs of her calfs where
    I gently began to caress them. As they moved up behind her knees, they
    gently moved her legs apart. She offered no resistance this time. I
    moved forward in between her legs pressing until my cock rested against
    the edge of the bed. My hands started to move up along the outsides of
    her knees, up along the soft warm flesh of her outer legs.

         Again, my hands would teasingly move upward a little then back
    downward, each time moving a little higher up her legs. Every few
    moments I would stop with the tongue and kiss her cheeks, her nose,
    her forehead, and her lips. Each time, her tongue was waiting to meet
    mine. I could still see the beads of sweat and the redness in her
    face even in the dim light of the room. As my hands found their way
    up to her hips, her breathing became heavier. She started to pull me
    towards her more using her hands which were now behind my neck.

         I slowly reached up behind my head and pried her fingers apart
    to remove her hold on me. I whispered "lie back on the bed". As my
    hands guided her body backward onto the bed, her eyes closed. When
    her head touched the surface of the bed my hands started to slowly
    remove the nylon shorts I had been wearing. My heart was running like
    a freight train. I could feel the beads of sweat forming all over my
    own body as it began to shake. God I was nervous and excited!

         When I got my shorts off, I leaned down and began kissing the top
    of her right knee while gently caressing both sides of her lower leg
    with both of my hands. As my hands slowly came up the sides of her
    knee my lips and tongue started to move up the top of her leg a little.
    Every so often I would stop and start to kiss her other knee and caress
    her other leg for a while. Once in a while I would pause and look up at
    her. She was lying back with her head on it's side, her eyes closed and
    a little smile on her face. Her arms were down by her sides.

         As my lips and tongue continued up the inside of her left thigh,
    my hands would slowly slide her nightgown up a little higher. My lips
    and tongue were being satisfied beyond belief as they covered every
    single inch of this little girls skin. She had the finest downlike hair
    on her legs. Her skin was so soft and so warm, I couldn't stand it!
    My finger tips were finally caressing both of her hips and had just
    pushed her nightgown up to about her belly button when it came into
    full view! It was the most exquisite sight one could imagine!

         My whole body started to shake when I saw that beautiful little
    slit not three inches away from my mouth and tongue. As my tongue
    started to get closer, her hands touched mine and she squeezed them
    firmly. I softly whispered "don't be afraid, I won't hurt you". I
    kissed the top and sides of her hips first just barely letting my
    lips and tongue touch her flesh. I moved her hands back along her
    sides in order to free mine up. My hands found their way back down
    to the insides of her knees. I gently started to raise her knees and
    move them apart even more as I kissed the inside of her thigh now,
    only an inch or so away from it. It was so perfectly shaped and not
    a hair on it! Her little slit was closed but I could see the moisture
    that had been building, along it's center. You could of shot me right
    then and there and I wouldn't of known it!



                                    15





         As my hands lifted her knees upward her legs seemed to float by
    themselves as if they knew what to do and where to go. My mouth went
    back to the upper inside of her left knee and again started to kiss it
    moving downward. My left hand was gently caressing the inside of her
    right thigh. My tongue finally came to it! It slowly started to trace
    along it's outer edges as my fingers danced their way lightly around
    the upper backs of both her legs near her sweet little ass. Her knees
    had moved all the way up and spread her legs far apart as if she had
    known what to do all along.

         The tip of my tongue slowly circled the outer edge of her perfect
    little slit. Every so often, I would stop at the top of it and ever so
    gently tickle it's outer edge. When I did, Kim would let out a little
    high pitched moan. Each time, it drove me crazy! After about the fourth
    or fifth time, she reached down with both her hands and tried to push
    my head away. I gently took both her hands in mine, kissed her fingers,
    then started to move her hands away. I started to move them upwards
    towards her head. As I did, I began kissing her belly all over, along
    her sides and inside her belly button. I let go of her hands and started
    to rub along her sides slowly moving the nightgown upward as I went.

         As I started to kiss her up along her belly and moved slowly
    higher, Kim moved her arms above her head, as if to signal, do whatever
    you want. My lips were following the bottom edge of her nightgown as my
    hands continued to move it upward. Soon I was kissing those beautiful
    little nipples of hers. As my tongue darted around them she started to
    wiggle a little and moan more. The beads of sweat were building and
    her head was moving more and more. I finally slipped the nightgown off
    over her head and looked down at her. Seeing her completely naked
    spread out like that was absolutely unbelievable!

         Her breasts were just starting to develop but her nipples stood
    straight up when I touched them! I would tickle them with my tongue
    then suck on them gently. I started going wild kissing her little body.
    In all the excitement I didn't realize I was off my knees as I had moved
    up to devour that cute little body. Suddenly the bottom of my cock
    rubbed against the heat and moisture from her love tunnel. I couldn't
    believe it! I pressed the bottom of my cock against her hot moist slit.
    Suddenly, she stopped moving. I became scared again wondering what had
    happened. Don't tell me she was going to get scared and start crying!

         I leaned down and started kissing her cheek and neck. Then I
    started kissing her ear. She and I were both sweating and breathing
    hard. I whispered "I adore you with all my heart. I want to make love
    to you". I waited for a moment but no response of any kind. I then
    started to lightly and slowly move my hips letting the bottom of my
    cock again rub gently along her moist hot little tunnel. I kept kissing
    her all along her neck and shoulders and licking and sucking gently
    on those firm little nipples. In a few moments she started to moan and
    her body started to wiggle a little. Her knees moved higher up and
    apart, even more than they already had been.

         I kept gently sucking on her left nipple as I reached down to my
    cock with my left hand. I slowly started to rub the head of it along
    that heavenly slit stopping near its top every few moments and
    concentrating on where I knew that little bud was hiding. Her pussy
    started getting real wet.



                                    16





         She started moaning a little louder now and began wiggling more.
    My lips and tongue kept enjoying her little nipples as I gently started
    to try and put the head of my cock in its rightful place. I finally
    tried to slip the head of it in but it was still real tight. I thought
    to myself, "she's wet enough"!. I was still afraid of hurting her but
    I couldn't stop myself. I quickly moved down her sweaty body, kissing
    every inch of her as my mouth and tongue moved downward.

         My tongue found the beginning of her little slit and I started
    licking her gently. I would slide my tongue down along the outer edge
    of her little slit then back up the inner edge. She kept moaning and
    wriggling. I had to hold the inside of her thighs to control her
    movement. My tongue finally started entering her. God, she was
    delicious! The tip of my tongue started moving in and out, just a
    little at first. I would slip it in a little then move it up and down
    her slit. After a few times, I was able to slip it further in and it
    really started to drive her wild. I was starting to have a hard time
    controlling her movements.

         I moved upward and went back to kissing her neck and gently
    sucking on her nipples. Again I reached down and took my cock in my
    left hand and started to rub it against her pussy. I placed the head
    of it against her slit and started to push gently but firmly. The head
    started to go in this time. When I got it in about an inch, Kim looked
    up at me and said "it's ok" then closed hers eyes again. I gently moved
    forward a little more and in it went. She was so tight, so moist, and
    so hot that I couldn't control myself! I started coming like there was
    no tomorrow! The cum kept spurting out of me. I started thrusting in
    and out of her. At one point she was so wet I slipped out of her and
    spurted a load all over the outside of her slit and on to her stomach!

         Kim was wriggling and moaning like crazy by now. We were both
    sweating and rocking back and forth. I gave another thrust and felt
    her maidenhead give way. Kimmy jerked a little and we both stopped
    moving for a moment. I leaned down to her ear and whispered "are you
    ok"? She didn't answer me. Her eyes stayed closed. She wasn't breathing.
    I froze.

         I felt her arms around my neck and could see the smile, the smile
    that only this sweet little angel could own. She was trying to wrap her
    legs around me but couldn't, she was too small. I slowly started moving
    inside her again. This time I didn't stop. I couldn't. I started
    thrusting in and out of her without stopping. I could feel the surge
    coming. I started moving faster and faster. Her little pussy was
    squeezing so tightly I thought I was going to have a heart attack!
    Finally I couldn't hold it anymore. I started shooting out cum like
    I had never known I could. When the first spurt left me, she jerked
    as she felt it hit her insides. She became so excited I couldn't believe
    it!

         My left hand move up to her right nipple and started massaging it
    while my mouth and tongue sucked on her left nipple. She kept making
    what sounded like little squeals as she wriggled beneath me. My mouth
    moved up to her neck and I started nibbling and kissing it. Then she
    turned her head to mine and our tongues started working away at each
    other. All the time I kept thrusting my shaft in and out of her, not
    ever wanting to stop.



                                    17





         Suddenly, she pulled her tongue away from mine, turned her face
    away from mine and let out a shriek as her whole body seemed to lift
    up off the bed! I couldn't believe this! I exploded into her again as
    her little pussy squeezed the hell out of my burning, throbbing cock!
    My little 10 year old, this blue eyed blonde, the sweetest little girl
    I had ever known, was having an orgasm!

         I don't know for sure if it was her first, but I knew it was
    almost my last. I thought I was going to die! After spurting everything
    that I had left inside of me, I relaxed and slowed down. She was just
    lying there, her arms spread out over her head, her eyes closed, all
    sweaty and flushed. Her legs were still up in the air and spread apart.
    I could feel the swelling go down inside of me as I began to relax a
    little more. Finally, I slipped out of her. I slowly backed off of her.

         The bottom of her belly and her whole little slit and ass were
    soaked with our juices. I knelt down on the floor with my head between
    her legs and started to lick every single bit of cum off of her. She
    just stayed that way and didn't move. Every once in a while she would
    let out a little moan and a smile. I worked my way up her belly, over
    her little nipples and up her neck. I softly whispered "I love you".
    She turned her head, opened her eyes and whispered back "I love you
    to. I didn't know it would be like that". Then she closed her eyes.
    I whispered "I'll be right back" and left the room.

         A few moments later, I came back into the room with a warm wet
    washcloth and towel. I gently washed and dried her, helped her slip
    back into her nightgown, then gave her a kiss on the cheek as she
    dozed off. I pulled the blankets down and tucked her in then went
    into the living room and lied down on the couch and fell asleep.





                                    18


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