Ellie came dashing into her sister Millie's bedroom and jumped on the bed, sitting enthusiastically on her knees next to Millie. "So?!?" She said excitedly. "You were at Brian's house? All day?"

"Uh huh," eleven year old Millie answered with a big grin. "All afternoon!"

"And?" Millie's older sister bounced on the bed. "Did you...?"

Millie smiled a big huge smile with her big hazel eyes twinkling and her face totally red. "Uh huh!"

"Oh my God!" the older girl said, bouncing, her frilly short nightgown flopping up and down. "Oh my God!"

Millie just smiled and felt proud and embarrassed and a little grown up.

Ellie's blue eyes shone with delight. "What was it like?" She didn't even wait for her sister to answer. "You're not a virgin any more! Oh my God!!!"

"Um..." Millie searched to come up with the answer to the question, feeling wonderfully happy about it all, but also a little nervous about telling her sister what happened. She could only think of one thing to say right then, that summed it all up. "It was, um, big."

Ellie paused mid-bounce, like she was frozen in time, looking at her sister with a huge grin that showed off her sparkling braces and big wide bright eyes as blue as the Atlantic Ocean. And then she collapsed on the bed in a fit of overexcited laughter.

The two girls giggled hysterically, rolling around together on the bed, which turned into a little wrestling match with each girl grappling at each other. Eventually Ellie managed to get the upper hand in the contest and she climbed on top of her sister, sitting on her with her legs straddled around her hips, fingers dancing on the girl's chest and ribs. Millie giggled and giggled and flailed her arms at her sister, turning from side to side to try to escape the tickling. The older girl grabbed her sister's wrists and and forced her arms to the bed, up above her head.

"Big?!?" the fourteen year old said, gleaming eyes and glittering smile, her face right in front of little Millie's.

Millie gave a mock struggle, still giggling. She could swear she felt her sister rubbing her kitty against her while she squirmed to get away from the pin. "Yeah!" she said amidst continued giggles. "Big!"

Millie could feel her older sister's breath, warm and sweet and smelling wonderful, as she held fast against the younger girl's struggling. "Details!" Ellie said "Tell me everything! Oh my God you're not a virgin anymore!!!" She was definitely rubbing herself against her younger sister now! "Com'on, details!" the older girl demanded.

"I didn't think it would ever fit," Millie said, finally giving up the struggle, mostly because she loved the feeling of her sister's kitty-rubbing.

"Yeah, I know what you mean," her sister responded, sliding obviously back and forth over Millie's chubby little pubic mound. "I don't see how they fit at all. Did it hurt?"

"I guess, yeah. Lots. But he was so sweet about it!"

Ellie's glittering smile was big. "He is sweet, isn't he?"

"He is! And it's not just his, you know, his 'thing' that was big. Everything about him is so big! When he was on top of me, he just seemed so big!"

"He was on top of you?" her sister asked, full of excitement at finally getting some details out of the girl.

"Yeah, he laid on top of me. Like, he totally covered me up and I couldn't even move!"

"Wow!" Ellie's beautiful blue eyes glittered. "You couldn't even move?" She was rubbing her kitty hard on her sister now.

"No!" Millie grinned up at her older sister. "He was just holding me down underneath him while he... you know..."

"While he fucked you!" Ellie said, rubbing and bouncing and grinning.

"Yeah," Millie said with a silly adorable smile, her face bright red. "While he fucked me!"

Ellie sat up and slipped her hand down her panties and started twirling her fingers over her kitty. "So it fit? Even though it's so big?"

"It did! I mean, not really at first, but then it did!" She loved watching her older sister twirling her fingers over her kitty. "It was sooooo nice! He filled me up completely! He'a so nice! He's so big!"

"Yeah he is," Ellie said, fingers twirling, breath a labored. "He's strong."

"Oh, yeah!" Millie responded, her own breath becoming labored. "Powerful!"

"Powerful?"

"You wouldn't believe it, Ellie," the littler girl said. "He was so big and powerful when he did it!"

"Wow!" the bigger girl said. She finally climbed off of her sister and lay down next to her. Millie was a little disappointed that she'd stopped rubbing kitten against her. "Did he," she asked, still petting her pussy and breathing hard, "you know, come?"

"Oh, yeah!" Millie felt herself get flush, remembering the feeling of him spurting inside her, how warm and full it made her feel. "It was wonderful," she said in a whisper. "It was so warm. He filled me up."

"Wow," Ellie whispered back. Millie saw her fingers twirl even harder down inside her panties. "I wish I had..." her breath caught as she spoke, her fingers dancing. "I wish I had a man, who would do that to me."

Millie slipped her own hand down under her panties to pet her little kitty cat who was waking up and wanting to join in the fun. "I asked him..." quick breath "...if he wanted to do it with you."

"You... did?" Ellie's eyes went wide.

"Uh huh... And he said... he said he would, if you wanted too."

"Oh!" Ellie said, a sudden exclamation followed by a shiver through her whole body. "Really?"

"Yeah..." Millie said as she breathed hard.

"I think... I think I would... if he wanted to..."

Millie smiled, remembering something that her sister said a couple weeks before. "Oh, I guarantee he wants to!"

Ellie gave her big twinkling smile again.

Right then, there was a knock on the door. Both girls' eyes went wide and they quickly pulled their hands out of their panties.

"Hi girls," they heard their mother say in almost a whisper, "OK if I come in?"

"Um, sure, Mom," Millie said.

The door opened quietly and Liz Barlow, their mother, stepped in. She carefully closed the door behind her, then sat down on the edge of her bed and lifted a plastic bag she had in her hand.

"I have something for you," she said.

Both Millie and Ellie sat up a bit, interested in what was inside that bag.

"I know..." their mother started, "I know you two are beginning to think about sex and things like that."

They both sat there a little wide-eyed, not saying anything.

"So... I want to give you something special, because you're old enough now I think." She reached into the plastic bag and pulled out two packages; inside each was a funny thing, long and narrow, sort of like an eight inch long tube. One was silver and shiny, the other one was white. "Do you know what these are?"

Millie knew what they were, but couldn't remember the word. But Ellie did. "Dildos?" she said.

Her mom smiled. "Sort of," she said, as she started opening one of the packages. "They're vibrators."

The girls watched with intent interest as she pulled the first one out of its package.

"When you turn them on," their mother said, "they vibrate and it feels really nice."

"Yeah," Ellie said, sounding dreamy. "I know!"

"You do?" her mom asked her, raising her eyebrows in surprise.

Ellie grinned and went a little red-faced. "Yeah, Riley has a couple."

"Oh, she does, does she?" Their mom's beautiful blue eyes twinkled at the thought of her pretty niece playing with her toys.

"Yeah, her boyfriend gave them to her."

"I didn't know Riley has a boyfriend," their mom said as she opened a package of batteries that she had pulled out of the bag.

"It's..." Ellie said, pausing for a moment. "They're really just friends."

Their mother smiled. "Friends with benefits?"

Both girls grinned. "Yeah, you could say that," Ellie said.

"The best kind of friends!" their mom said. They all laughed, but maybe just a little uncomfortably because they all knew that the woman had a "friend with benefits" herself. In fact, her "friend with benefits" was Brian, Millie's boyfriend!

Their mother put the batteries into the vibrator and screwed the end back on. "This one," she said, looking at it, "you turn on by..." She pushed a little button at the bottom, and it started humming a little. "There you go. And you can speed it up by turning this knob." She turned the knob at the bottom and it hummed a little more.

Both girls stared at the thing, wide eyed, with little grins. Millie was immediately thinking about how much fun that little toy would be! How wonderful it will feel when she touches it to her little button! And she knew her sister was, too, although apparently Ellie already knew how much fun these things were!

"And once it's on," their mother said, "you... Can I show you?"

Both wide-eyed girls nodded.

Sitting on the edge of Millie's bed, their mother hiked up her nightgown and opened her legs a bit and set the humming toy against the crotch of her panties. "Oh....." she whispered. Her breath got a little shallow. Then she sat up a bit and pulled her panties down.

Millie was amazed! Astounded! Her mom was just sitting there on the edge of her bed, with her panties at her ankles and her legs spread open! She'd never really seen her mom's kitty, not like this anyway. It looked so cool! So grown up and beautiful! Her lips were red and open and there were shiny little inside lips that were coming out, really dark red and glistening and beautiful. She could sure see why Brian liked to have his penis inside that pussy! If I were a man, Millie thought, I'd have sex with that beautiful pussy all the time! And she watched in rapt attention as her mom slid the pointy end of the vibrator inside the flaps, then pulled it up to her button.

"Oh.....!" the woman said again. "You hold it... Right against your clit... Ohhhhh!"

She lifted it away and pressed the button to turn it off, then looked at her daughters, smiling. "Yeah, it feels really nice."

Both girls giggled.

"You can put it inside, too, but you two shouldn't do that, since you're still virgins. Just put it against your lips and your clit, OK?"

"OK!" Ellie said excitedly, reaching out for the toy like she couldn't even restrain herself.

Their mother smiled and handed it to the older girl, then took out the other one, the silvery one, and opened it. "This is yours, then, Millie." She put the batteries in and showed her how to turn it on. Next to Millie on the bed, Ellie had already turned hers on and was pressing it against her kitty through her panties.

Their mom stood up. "Have fun, girls! I think I'll go play with my vibrator right now. I'm feeling kinda turned on!" Millie loved the thought of her mom feeling turned on and playing with her beautiful grown up kitty. As the woman stood to leave, she whispered to them, "Don't tell your dad about your new toys, OK? He'd freak."

Both of the girls nodded.

The second their mother left the room--closing the door behind her--both of the girls had their panties off in a heartbeat and their new toys down on their kitties.

"You can put it inside, huh?" Ellie said, her breath already light, "'Cause you're not a virgin!"

"Yeah!" Millie slipped the tip into her kitty's little opening. Oh, it felt so nice! She felt little kitty gush in response and pushed it in a little further, then pulled it back, then pushed it in more. Ellie was watching in fascination.

"Is it like... Is that what it's like, when Brian does it?" She positioned her toy and her opening, too, and pushed it in a little.

Millie had to take a big breath. "Sort of," she whispered. "His is... way bigger... and it's, like, really warm." She had her toy half way inside her now.

"Warm?" Ellie said, pushing the toy in until it pressed against her hymen and it hurt a little.

"Yeah, it feels, like, hot, when he's inside."

"Hot...." Ellie said, breathing hard. She tried to push her toy in more but it hurt so she pulled it back out and pressed it against her clit again.

"Hot, and big, and powerful," Millie said, pulling her toy out and pushing it in and remembering, oh so very clearly, what it was like when Brian fucked her, how he lay on top of her and drove his big cock in and out...

"Ohhhh...." Ellie said, her whole body shaking. "I want... I want it!"

"You want me to..." Millie said, pushing and pulling the toy in and out of her kitty, "...tell him you want to do it with him?"

"Yes!!!" Ellie shrieked. Her whole body was shaking, she was coming! "Tell him I want him to... fuck me!"

"Shhhh!" her little sister said, grinning from ear to ear.

Ellie lifted the toy away from her kitten and started giggling. "Sorry! It felt so good!"

Millie pulled the toy out of her vagina and set it against her clit and felt waves of pleasure flowing through her whole body. "So, really? You want me to?"

"Yeah." Ellie reached her hand down to her little sister's kitty and slipped a finger into her opening while the girl kept her toy pressed hard against her button. The little eleven year old moaned. "Tell him I want him to put his hot..." She moved closer to her little sister, so that her face was near to Millie's. "...big..." She kissed her on the cheek. "...powerful cock inside me."

MIllie turned her face to her sister's and their lips met and they kissed, tongues playing with each other, and she came, with her sister's finger deep inside her kitty and her toy pressed against her wonderfully stiff and excited button. They kissed and kissed, and played together between her legs, and she came for what must have been at least a minute before she couldn't take it anymore and had to pull the toy away.

They lay together afterwards, their legs intertwined, and looked at their new toys, testing them, figuring out how to make them go faster and slower, sometimes touching their own kitties with them and sometimes pressing their toy against the other's kitty, and sometimes just petting each other without any toy at all.

"Riley puts hers in her butt sometimes," Ellie whispered.

"Her butt?"

"Yeah... Her boyfriend told her to try it. She totally likes it."

"Really? Do you want to try it?"

"I already have," the older girl whispered.

"Really?"

"Yeah, Riley did it to me one time."

"She did?!? Did you like it?"

"Yeah, it felt good. She was kissing me, you know, kissing my pussy, when she did it, so that helped."

"Should we try it?" Millie asked.

"Riley had some lube," her sister answered. "She said you need lube for it to work."

"Oh. What's lube?"

"It's like, lubrication? Gooey stuff you put on it so it goes in. Otherwise it won't go in."

"Oh. Gooey stuff?"

"Yeah," her sister whispered. "I wonder if Mom has any lube. Do you think we should ask her? Then we could try it if you want "

Millie felt really embarrassed at the thought of asking her mom about that! But she really wanted to try it! "Maybe we should ask her?"

Ellie grinned, then rolled over and climbed off the bed. "I'll be right back!"

Liz Barlow held up a little tube as she sat down on the edge of her youngest daughter's bed. "This is lubricant," she announced. "I'll buy you some of your own as soon as I get a chance, so that you guys will have your own, but for now, you can borrow mine."

Millie nodded, her hazel eyes wide.

"Now, if you do this, if you put the vibrator in your bottom, or even if you just use your finger or whatever, it's really important that you don't put it back in your vagina or touch yourself with it at all before you clean it off, OK? Wash it really good with soap and water, OK?"

The girls both nodded. "Yeah, I remember Riley said that, too," Ellie said. "Her boyfriend told her that."

"Good, I'm glad she knows," their mom said. "Her boyfriend seems very... knowledgeable." Her bright blue eyes eyes smiled with thoughts of her beautiful niece and her experienced boyfriend.

"He is..." Ellie said. "He's... older."

"Really?" her mother said. "Like, how much older?"

"Um, you know, a little older."

"Well," the woman said with her twinkling eyes, "you don't need to tell me anything more about him if you don't want to, as long as he treats her well."

"He does!" Ellie said.

"Good! I think it's good for a girl to have an older man to teach her things." She smiled over at her little daughter, Millie. Millie felt her face go red. "Now, I'll just leave you girls to play, or... If you want, I can show you what to do."

"Show us!" Ellie said, bouncing excitedly on the bed.

Their mother smiled and her blue eyes shone. "Quiet now, your dad's asleep and you don't want to wake him up!"

Ellie nodded, calming down a bit.

"So, Millie," their mother said, "you want to try this?"

Millie felt her face grow flush again, but she nodded.

"OK. Get up on your hands and knees, OK?"

Millie felt awfully silly, up on her hands and knees with her bottom facing her mom, but she felt even weirder and more embarrassed when her mom lifted her nightgown up to her waist. She hadn't put her panties back on, so she knew her mom could see her naked kitty cat and she felt very exposed! It's not like her mom hadn't see her naked before or anything, but to be up on her hands and knees like this with her bottom facing right at her mom, and knowing that her mom was looking right at her naked kitty! Oh, it was so embarrassing and dirty and sexy and wonderful! And then when Ellie climbed around so she could watch, poor little eleven year old Millie felt even more exposed. Both her mom and her sister were looking right at her bottom! Right at her, what is it called? Whatever, her butthole!

She felt her mom touch her bottom with one hand, and kind of spread her butt cheeks open a little bit. And then she felt something cool and... gooey... on her little hole.

"I'm just gonna use my finger at first," her mom said quietly, "OK?"

"OK," Millie whispered, feeling very strange and exposed and excited.

She felt her mom's finger push a little ways into her hole. It felt funny, but kind of thrilling, to have her mom's finger in her bottom like this, and she could feel her little kitty waking up and getting wet. Once her mom had her finger inside her hole, she felt her start to move it in little circles, pushing against the inside of super-tight muscle.

"How does it feel?" her mom asked.

"OK," Millie said breathlessly. Actually, she thought it felt really good, stretching her and opening her up, but she was way too embarrassed to say that to her mom!

After her mom had circled her finger around, massaging the tight muscle for a little while, she pushed the tip of her finger in a little further.

"Still OK?" she asked.

Millie nodded. "Yeah."

"Should we try to vibrator now?" her mom asked.

"Yeah!" Ellie said, sitting on her knees behind Millie and watching the proceedings closely.

"Millie?" her mom asked, "you want to try that?" Her finger was in her daughter's bottom at least two inches now, and she was circling it around again.

"Yeah," Millie said, her voice becoming excited with her shallow breath. It felt really good! Her muscle was so tight, and having it stretched like this felt strange and wonderful!

"Ellie," her mom said, "put some lube on the tip of the vibrator. Use lots, OK?"

"OK.'

A moment later she felt her mom pull her finger out of her butt, and then she felt the cool tapered tip of the vibrator, all gooey and everything, pushing in. As soon as the tip was inside her, it started to hurt as the wider part of the vibrator spread the tight muscle open. It was so much thicker than her mom's finger! But it was a funny kind of hurt; she moaned a little, but it wasn't so much because of pain, it was more from... from what? From excitement? That must be it, she must be getting totally excited, because kitty was getting totally wet now!

"Are you OK?" her mom asked in response to the little girl's moan.

Millie emphatically nodded her head, yes!

Her mom pushed the vibrator in a little further now, it felt like it was maybe two or three inches into her now, and now Millie began to realize why it felt exciting, even though it hurt. Because she was starting to feel full! It was filling her up, just like it felt when Brian's penis was in her vagina! That thought caused her to suddenly imagine what it would be like to have Brian's huge cock in her bottom, in her butthole! What if he was fucking her butthole with his big huge hot powerful cock?!? Pussy gushed and gushed.

Her mom was sliding the vibrator in and out now, just a little bit, and it felt to little Millie like she was being fucked by it, and that helped her imagine even more that it was Brian's cock, fucking her in her butthole, and she dropped down onto her elbows, her face in the bedsheets, and moaned.

"Still OK?" her mom asked, continuing to gently slide the toy in and out of her.

"Uh huh," Millie moaned into the bedsheets.

"This is a good toy for this," her mom said. "It's nice and narrow. A penis is much thicker."

"Have you ever had a penis in you like this?" Ellie asked her mom. "Does Dad do this?"

"No, your dad doesn't do it... But..."

Ellie's voice, though very quiet, twinkled with excitement. "But Brian does!"

"Yes," their mother said with a little laugh, or maybe a sigh, or both. "He does."

"Millie!" Ellie said with the same quiet enthusiasm, "maybe Brian will do this to you!"

All Millie could do in response was groan into the bedsheets, she was so overcome with thoughts of Brian's huge cock sliding in and out of her butthole. She wanted to play with her kitty so badly now! She wanted to play with herself while her mom slid the toy in and out of her bottom and she dreamed that it was Brian's cock, his big powerful cock, doing it to her! She tried to reach a hand around under her.

"If he wants to do it to you," her mom said to the little girl, with a sweet gentle voice, "he will be careful. He will make sure he doesn't hurt you. You can tell him no, if you want, but it's OK with me if you want to let him."

MIllie groaned again, her hand finally finding her little kitty.

Ellie watched her sister's fingers dance and twirl around her kitten and her button, and she said to her mom, "When Riley did it, when she put her toy in my anus, she kissed my pussy, too."

"Do you want to kiss Millie's pussy?" her mom asked her.

"Yeah!" Ellie whispered.

"Is that OK with you, Millie?" her mom asked the little girl.

Millie just moaned.

The mom turned to the Ellie and said with merriment, "I think Millie would like that a lot!"

The little eleven year old had never felt anything so amazing, so wonderful, so sexy and dirty and exciting. When her sister climbed underneath her and her warm mouth kissed her kitty while her mother slid the vibrator in and out of her bottom, her whole body started to quake as a huge wave of pure pleasure washed through her whole body. The toy was inside her even deeper now, Millie had no idea how deep it was but her tight muscle was gripping to it as it slid up and down. Her sister's soft, silky tongue dragged along her kitty, and when the tongue found the girl's excited little nubbin, Millie suddenly started to shake! Her whole body was shaking! And she moaned into the bedsheets as the waves of pleasure passed through her and her mom said, very quietly, "Shhh.... Don't want to wake up your dad," and Millie tried to be quiet but she could hardly help it! She was comming! Oh my god she was comming!

She'd never felt anything like it. It was the greatest feeling she'd ever felt in her whole life.

"Well," her mom said, smiling sweetly at her youngest daughter. Millie was all red-faced and smiles, laying on the bed now, Ellie was all smiles too, all three of the Barlow women were all smiles now. "You did seem to like that!" her mother said.

"Yeah," she said with a contented sigh. Her bottom felt totally stretched and pulled and exhausted, and her pussy was tingling wonderfully from all the kisses and licks that her older sister had given her.

"Now what do we need to do?" their mom asked.

"Wash it off!" both girls answered in unison, giggling.

"Good!" their mom said. "You remember! Come on, I'll show you how." Ellie and their mother stood up, and Millie climbed gingerly off the bed, feeling very sore and very happy.

The three of them went to the bathroom and her mom showed them how to clean it off.

And then Millie and Ellie went back to her room and played together all night long.