He watched closely as the tube of lip gloss slid slipperily over her lips. She has beautiful lips, thick and pink, and she had them sticking out in a funny way so she could get maximum surface area for the gloss. She put the gloss on thick, then did it again, and those beautiful pink lips glistened in the sunlight.

"This one's watermelon," she said. "Oh you gotta try this it's so good!" She reached the tube out in his direction.

"Sorry, I don't put on lip gloss."

"Oh come on! Just a taste!"

"There's only one way you'll get me to taste it."

"How?"

He looked at her, waiting for her to figure it out.

"Oh," she said after a few seconds. "I get it." She dragged the tube over her lips again until it looked like her lips would never stop shining.

"OK," she said, "you wanna taste it?" She puckered her lips out a little in his direction.

He leaned in and kissed her. He ran his tongue over her lips, tasting the gloss, tasting her.

She smiled when he pulled his face back. "Awesome, huh?"

"I'm not sure, I think I need to try it again."

"You're dirty!"

"Am not!"

She picked up another tube. "Honeysuckle. Should we try this?" She licked her lips to clear away the watermelon and he watched again as she painted her lips with the honeysuckle gloss.

When she was done he leaned in and kissed her again. This time, after he'd licked her lips, he slipped his tongue in between them.

She pulled her head back and giggled. "There's no gloss inside my mouth!"

"Yeah but it tastes good!"

She giggled again. "You are so dirty!" She picked up the box of lip gloss and pulled another one out. "Cherry?"

----

"I'm bored," she said. "Take me to the mall!"

"The mall?"

"Yeah, I need to buy stuff."

"Your mom OK with you going to the mall?"

"Yeah, why wouldn't she be?"

"Alright then, let's go."

It's a strange experience for a seventeen year old boy to go to the mall with a twelve year old girl. He hated the mall, he hated shopping; but she was in heaven, running from store to store and spending a particularly long amount of time at one of those preteen makeup boutique places. This place made him feel the most uncomfortable he'd ever felt in his entire life, surrounded by little preteen girls getting makeovers and trying on tiaras. He tried really hard to not look at any of them, but he constantly got scolding looks from their mothers anyway.

She bought a big box of flavored lip gloss, ten tubes all of different flavors. She bought a little Hello Kitty purse, too.

"Finally we can get out of this place!"

She rolled her eyes at him.

She tried on some clothes at one of those teen girl stores with loud music and lots of perfume in the air, and she insisted that he check out each and every outfit that she tried on. Then she told him that she needed some new bras. This was even worse than the preteen makeup place; now he was surrounded by racks and racks of little bras with cute pictures of girls posing in them. Every little preteen girl nearby would hold bras up to her chest and ask her mom if she thought it would fit. He got plenty of scolding looks while he stood there uncomfortably waiting for his cousin to finish in the changing room.

----

"Do you like the cherry?"

"Oh yeah, that one was good, I might have to taste that one again!"

She giggled, licked her lips, and took another tube out of the box.

"Green apple. Should we try this?"

She stuck her lips out in a little pout and slathered the gloss on thick. Then he kissed her, licking her lips, then pushing his tongue in between them. This time she opened her mouth a little, letting him in, and they kissed for quite a while.

"Ummm," he said, "that was good."

She giggled. "Yeah you seemed to like that one!"

This time he pulled one out of the box. "Grape."

She licked her lips and painted them again and they kissed, his tongue in her mouth.

"I've never kissed a guy this much before," she said.

"It's nice, huh?"

"My lips are getting all tingly!"

"Yeah, I like that feeling."

"You and your girlfriend, you guys kiss a lot, huh?"

"Sometimes."

"Jeremy likes to kiss, but we don't kiss this much."

"Yeah? Is he a nice guy? Is he cute?"

"Dreamy!" she said, grinning. "You and your girlfriend, you do more than just kiss, huh?"

"Yeah, sometimes."

"Do you guys go all the way?"

"We have a couple times."

"Jeremy wants to go all the way. He's an eighth grader, you know."

"And eighth graders want to go all the way?"

"The boys do!"

"But the girls don't?"

"Jeremy says all the eighth grade girls go all the way. But I think he's just trying to make me think I should do it."

"What about the sixth grade girls, do any of them go all the way?"

"I don't think so. Maybe a couple. I know one girl that gave her boyfriend a blow job."

"Yeah?"

"Jeremy wants me to give him a blow job."

"You gonna do it?"

"Maybe. I'm just really nervous about it."

"We could practice, if you want."

She grinned at him. "You want me to give you a blow job?"

"I could show you what to do. Just for practice, that's all."

"I suppose that's probably a good idea."

She took a tube of lip gloss out of her box. "Watermelon, I think this one is my favorite." She pouted her lips out and slathered the gloss on her lips. They glistened, shining and shimmering in the sunlight.

----

She came over to his house after school a few days later. She opened up her Hello Kitty purse, full of all her new lip gloss.

"You want to try some more?" she asked.

"Yeah!"

She pulled a tube out of her purse. "Lemon?" He watched as she coated her lips in the gloss. It was a wonderful, antagonizing thing for him to watch the girl putting her lip gloss on, knowing that he's going to get to kiss her when she's done.

He tasted her lips, then she opened them, inviting his tongue inside. They kissed for a very long time, sitting on his bed.

They tried a couple more flavors; chocolate, root beer. They kissed for a long time after each new flavor.

"Jeremy talked about me giving him a blow job again."

"Yeah?"

"He said all his friends, all their girlfriends give them blow jobs. Even the girls that don't go all the way."

"What do you think? You gonna do it?"

"Maybe I need to practice a little first."

"I think so."

She smiled at him, maybe a bit nervous. "I figured you would."

"So should we do it? Just for practice?"

She looked at him with an awkward little smile. "Just for practice."

He stood up, in front of her. She looked up at him. She looked nervous. He unbuttoned his pants, then dropped them to his ankles, and his cock stood out prominently inside his boxer shorts. Then he dropped his boxer shorts.

"Wow," she said, staring at his cock. "It's big! It's way bigger than Jeremy's."

He smiled down at her, feeling proud.

She looked up at him. "So what do I do?"

"Open wide," he said.

"Just a sec." She grabbed the tube of watermelon lip gloss from her Hello Kitty purse. "Watermelon's my favorite," she said. She dragged it thickly over her lips until they glimmered.

"OK," she said. She dropped her jaw, opening her mouth wide.

He wrapped one hand around his cock, directing it at her mouth, and put the other hand on the back of her head, pulling her in towards him. His head entered her mouth and her glistening lips wrapped around his cock, just below the ridge of his head.

"Oh, Callie," he whispered.

She looked up at him, her eyes wide.

He put his other hand on her head as well, holding her tight, and pulled his hips back, the ridge of his head passing through her shimmering lips. When only the tip of his cockhead was still inside her beautiful lips, he pushed back in.

"Oh, Callie," he whispered again.

He did this for a while, pulling back, pushing in, fucking her beautiful face. She was such a beautiful girl, silken blonde hair cut fairly short, big, bold, blue eyes that twinkled as she looked up at him, a round, white, angelic face, her cheeks reddening. It looked strange, absurd, how big his cock was compared to her beautiful face; her jaw was dropped as low as it could go, her mouth opened in an almost comically large circle, those fabulous thick pink lips glistening with gloss as they wrapped around him.

"Oh, Callie," he whispered again as he felt a little pre-cum leak from his cock.

She made a funny face and pulled away from him. "Did you just come?"

"A little bit comes out, sometimes, before you come. There's way more than that when I come."

"Oh. It tastes weird."

She dropped her jaw again.

He pushed his cockhead back into her. "Now you need to use your hands," he said.

She lifted her hands up and started gently beating on his shaft.

"Use one hand on my cock," he said, "and play with my balls with the other hand."

She reached a hand down and cupped her fingers over his balls.

"Oh, Callie," he whispered again. She massaged his cock as he started pulling back out of her mouth and pushing in again. He could tell this wasn't the first time she'd had her hand around a cock, she seemed to have a least a little idea of what she was doing. Jeremy must be getting some action from her.

"Oh, baby," he said, louder this time. He felt more precum leak out of him and she made a funny face, but she didn't stop this time, she just kept working it, massaging his cock and gently squeezing his balls.

"Oh, fuck!" he said as he felt himself beginning to orgasm. "Oh, fuck!" The first shot barreled out of him, big and thick, his whole body shaking. The girl's eyes went wide as his come fired into her mouth, looking up at him with a shocked, surprised look. "Oh fuck!" he yelled as the second shot rifled out of him and into her mouth.

She kept beating on his shaft and caressing his balls as he orgasmed, his come flowing out of her mouth and down his shaft, lubricating her hand, which sent waves of ecstasy through his whole body and he was shaking, coming, orgasming. Oh, fuck, what a fantastic orgasm the little girl gave him that afternoon. Better than anything he'd ever experienced before.

She leaned her head down when he was done and spit his come into her hand. Then she looked up at him.

"How was it?" she asked.

"It was fucking awesome, Callie. Fucking awesome."

She grinned, beaming.

----

"Vanilla," she said, pouting her lips out and slathering on the gloss.

He kissed her. "I don't like that one."

"No?" She pulled another one out of the box. "Strawberry?"

"OK."

They sat there in his room and tried almost every flavor, kissing all afternoon.

"I gave Jeremy a blow job a couple days ago," she told him.

"Yeah? How'd that go?"

"It kinda sucked. I couldn't get him to come. My jaw started hurting so I stopped and he was sort of pissed."

"It's not easy. You just need more practice."

She smiled at him. "You want me to practice on you some more, huh?"

"Yeah! I mean, just to help you out."

"Sure, that's why. All you want is to help me out, right?"

He stood up in front of her. "Of course that's all I want!"

"Let's see, maybe I should use the mango this time?"

Her glossy lips wrapped around his cock again and he pumped in and out of her while she jacked him and cradled his balls with her cool little fingers. He stared down at her beautiful, angelic face stuffed full with his cock, and she stared up at him, her big blue eyes so full of expectation.

"Oh, fuck, Callie, I'm gonna come!"

Her eyes twinkled as she looked up at him.

"Oh, fuck!" He shouted as orgasmed, his whole body shaking again, shooting his load into her beautiful little mouth.

When he'd finished and she'd spit his come out in her hand, she sat back on her elbows. "It's weird, with you it's really easy to get you to come. I think Jeremy just doesn't know what he's doing. It's harder when the guy doesn't know what he's doing, you know?"

"Yeah, I think that's true."

"That's why I don't want to go all the way with him. He doesn't know what he's doing, I don't think it would be any good. I think it would be crappy."

"You're prob'ly right."

She sat there silent for a couple seconds and he sat down on the bed next to her.

"It probably wouldn't be crappy with you, though," she said, really quiet. "You know what you're doing."

"You wanna try?"

"Maybe. Maybe sometime."

----

They made sure they had the house to themselves. Both of their parents had gone to a show and he had suggested to their parents that he should hang out with Callie while they were gone, and everyone thought that was a good idea. So they had the whole evening to themselves.

They sat in her bedroom, on her bed.

"So should we kiss some first?" she asked.

"Yeah, I like to kiss you."

"Should I put some lip gloss on?"

"Sure."

"How about mango? You seemed to like that the last time."

"I don't think I ever tasted the mango."

"No, but you seemed to like it!"

She coated her lips in mango lip gloss and they lay down on the bed together and started kissing. As his tongue flirted with hers inside her mouth, he put a hand on her breast. It was the first time he'd ever touched her like this. Her breast was small, very small, and he noticed that she didn't have a bra on.

As they kissed, she reached a hand up and started unbuttoning her shirt. Then she opened it up and his hand was on her bare breast. Since she was laying down, he couldn't really tell how big it was; it seemed almost like there wasn't anything there at all, but as he fondled it, he could feel a little bit of fat underneath her soft pink nipple. His girlfriend's tits were big and pillowy and warm and he liked to put his face in between them and squeeze them up to his cheeks, and she had big thick dark nipples that were perfectly designed for sucking. Callie's breasts were nothing like this. There wasn't even enough there to squeeze, and her nipples were puffy and pointy but had almost no teat, just a tiny, pale little thing in the very middle. He wasn't sure he could latch onto it at all, but he wanted to try.

He lifted his face away from hers and moved down and took a nipple in her mouth. She made a sweet little sound as he sucked. It was true that he couldn't latch onto her little nub like he could with his girlfriend's big thick teats, but Callie's nipple was so soft and swollen that he could suck the whole thing into his mouth and it felt wonderful, it tasted so wonderful, and he discovered that he liked her little nipples even better than his girlfriend's.

He moved to her other nipple and suckled, and reached his hand down and started unbuttoning her pants.

He sat up and she helped him pull her pants and panties off. And then she spread her legs open, her pale angelic face red, her big blue eyes staring at him with a very serious expression.

Her little pussy was covered in the most adorable soft blonde hair, little curls of shiny silk. His girlfriend shaved, so he wasn't used to seeing pubic hair, and he fell instantly and madly in love with Callie's little hairy pussy. He leaned down and kissed her reddish lips, then stuck his tongue out and licked her, tasting her, a salty flavor of sex and excitement that was like his girlfriend's but even better, better if only because he knew he was the first man to ever taste Callie's little pussy.

His tongue found her clitoris and she moaned, a soft, high-pitched sound, as he flicked is tongue up and down on it. He was glad that he'd gone down on his girlfriend so many times; it wasn't his favorite thing to do but he was glad that he knew what to do to make Callie feel good, to get her ready. And, he was surprised to discover that he loved going down on Callie, he loved tasting her and licking her sweet hairy little cunt and playing with her little clit with his tongue and making her feel so good. He was surprised to discover that he didn't want to stop.

But he knew from experience that he didn't want her to come, not yet; he wanted to get her just to the edge of orgasm but no further. He wanted to get her to the point where she begged for him to put his cock inside her.

And she did.

He got her right to the edge, right to the brink, and then he lifted his face away from her sweet hairy cunt. She was looking down at him, breathing hard, her beautiful face bright red, her blond hair matted with sweat, her eyes wide. "Put it inside me," she said very quietly.

He had to tear his clothes off as quickly as he could.

He wasn't very experienced, really. He'd only had sex with his girlfriend a few times. He had to take a deep breath to calm his nerves as he climbed, naked now, on top of little Callie. His girlfriend had been a virgin when they had sex the first time, they both had been virgins, so he knew a little bit about what to expect. He pushed his cockhead into her pussy, which was wide open and sopping wet now.

She was looking up at him, her eyes very wide, big and blue and bold and wide. He smiled down at her, at the little virgin about to be deflowered. Gripping his cock, he pushed it in. Her face distorted but her eyes stayed just as wide and big and beautiful, staring up at him. He pulled back and pushed in again and he felt her hymen begin to tear.

He pulled back and pushed in and she let out a little moan and he felt his head burrowing into the little hole he'd torn in her cherry. Back and in again, the skin tight around his head, but this time he went through, all the way through. Back and in again and this time his head went in deep, three or four inches into her.

His girlfriend always made him wear a condom, but Callie hadn't mentioned it and even though he had one in his pants pocket, just in case, he hadn't mentioned it, either, and this was the first time he'd ever been "bareback" inside a pussy, skin on skin, hot, wet, soft, silky, luxurious skin. It was the most wonderful feeling he'd ever had and he almost came after just a couple more thrusts into her.

He had to stop, so that he wouldn't come so soon, but as he held himself deep inside her he could feel pre-cum leaking out of him.

He looked down at her beautiful face; she was looking up at him with wide, serious eyes. Her cheeks were red, her hair around her forehead was matted even more with sweat than it had been before. He leaned his face down and kissed her, then lifted his face away a couple inches.

"How are you doing?" he asked her softly.

"Good," she said.

He pulled back and pushed in, slowly, then did it again.

"I'm so close to coming I have to be careful," he said to her.

He set a slow pace, pulling back as far as he could, so that only his head was inside her, just wrapped inside the hot wet flesh of her pussy lips, then pushing the full length of his cock back inside her.

"Are you gonna come inside me?"

"Do you want me to?"

"I don't know."

"I want to."

"I guess..." she had to take in a breath as he pushed into her. "I guess it's OK, I probably won't get pregnant, right?"

"No, you won't."

She smiled at him. "You're just saying that... because you want to... come inside me..."

"Maybe."

"Maybe just this one time... I'll let you... but next time..."

"Oh Callie!" he said loudly. "Oh Callie!" His orgasm was starting and he slammed into her, pulled back and slammed in again, and again. He was never this rough with his girlfriend, she'd never put up with it, but Callie had a big smile on her face.

"Ohhhhhh!" he yelled as his come fired out of him. "Ohhhhh!" he yelled again, pulling back and slamming in and shooting another load. He pulled back and slammed in one more time, she was just unbelievably wet and open now, and he held himself inside her as his cock spasmed and he pumped shot after shot of his hot come into her little body.

----

He's on top of Callie again, riding her good and hard. He has a condom on now, she doesn't let him have sex with her anymore unless he wears a condom.

She never did go all the way with her boyfriend. They broke up. "He was just so immature," she said.

He pulls out of her eventually and rolls the condom off. She sits up and gets favorite tube of lip gloss, watermelon, and coats her lips until they shine like they'll never stop shining. Then he puts his cock in her mouth and he stares down at her beautiful face and he pumps in and out of her mouth and she jacks him and cradles his balls with her cool little fingers.