Penelope was bored. This was like the millionth time she'd seen this silly Rudolph cartoon. She couldn't believe that this guy wanted to watch Rudolph with her, when he invited her over to watch TV! Of course, he wasn't actually watching it. As soon as his parents left them alone to babysit his little brother, while they went off for the afternoon to do some Christmas shopping, Penelope figured out that he didn't actually invite her over to watch TV.

The guy was making tons of noise, grunting and squeaking and breathing hard, and that was distracting his little brother, who was looking back at them with an annoyed look on his face while he sat on the floor in front of the TV trying to watch the show. Penelope found the guy's noises kind of annoying, too. She practically had the show memorized by now, but she picked up the remote and turned the volume up anyway, then gave the little brother is sympathetic smile and went back to leaning over on the coffee table on her belly with her chin in her hands.

It was obvious to Penelope that this guy didn't have any idea what he was doing. At school, he pretended to be all "Mr. Macho," and he definitely thought that she would jump at the chance to hang out with him, since he was two years older than her and an eighth grader and all that. But now, she had to close her eyes and try to think sexy thoughts to get herself more in the mood for the thing. This guy's awkward arrhythmic efforts weren't doing the trick, that's for sure. So Penelope thought about her best friend Melanie. She thought about her daddy. She thought about Melanie and her daddy. The guy groaned, and Penelope sighed. At least one of us is having fun, she thought.

But right then, she heard a sound come from the TV. She had her eyes closed, but she definitely heard it:

"Ho ho ho!"

Penelope almost came right then! She got all hot, and a big gush of wetness flowed out of her pussy. The guy noticed, that's for sure! He let out an excited squeal that drew the attention of his brother again, and redoubled his lame efforts. But Penelope wasn't paying any attention to him. She had her eyes shut tight, and the perfect vision in her mind of her favorite fake Santa Claus, his red velvet pants down at his ankles and his huge beautiful grown-up cock sticking right in her face.

"Oh, Santa!" the twelve-year-old girl accidentally moaned out loud. The guy behind her finally seemed to be getting the hang of the sex thing, or maybe it was just Penelope's over-active imagination and the vision of her favorite Santa Claus, but whatever, it was finally starting to feel kind of good for her. But as soon as she said "Oh, Santa," the guy totally missed a beat and his cock slipped out completely.

"Santa?" the boy said. "You want me to pretend I'm Santa?" He was fumbling around behind her, trying to get back inside.

"No!" Penelope practically shouted. "Just keep going! I'll pretend you're Santa!" She reached back and unceremoniously grabbed his dick and stuffed it back inside her. His brother was watching the whole thing, wide-eyed.

The guy never really got the hang of it again after that, but Penelope didn't mind. All she could think about now was her favorite department store Santa and his big wonderful cock. She had already told this guy that he had to pull out before he came. That's what she always told the boys, now she'd had her first period and everything. But she totally forgot to remind him, because she was thinking about Santa now. Santa never pulls out when he cums! Penelope would never tell him to, either.

So the guy got a special treat that afternoon. He didn't seem bothered at all by the fact that she was shouting, "Cum inside me, Santa!" while his little brother sat there watching with his eyes all wide and the guy finished his business right in Penelope's pussy.

"Aren't you a little old to visit Santa now?" Penelope's mom asked her.

Her daddy lowered his newspaper and looked up over his half-lens reading glasses. Penelope was wearing a pretty white dress, with long sleeves that ended in lace cuffs at her wrists, and buttons up the front to her neck, and a poofy lacy skirt that went almost to her knees. Below that, her thin pale legs were bare down to the top of her frilly ankle socks--one red, the other green--patent leather maryjanes below that. Up top, she was wearing a pair of velvety reindeer antlers with little bells hanging from them, and her shining blonde hair was in pigtails. The whole outfit made her look like she was a little girl, not the nicely developing twelve-year-old young lady that her daddy had come to enjoy so much lately.

"You look beautiful, princess," her daddy said.

"Thank you, Daddy!" Penelope responded, giving him a cute little curtsy. The bells on her antlers jingled.

Her mom looked over at her dad. "Don't you think she's a bit old to be sitting on the lap of some stranger dressed up like Santa Claus?" she asked him.

"He's not a stranger, Mama," Penelope protested. "It's the same Santa they've had for years. We're friends!"

Her dad smiled at her, then lifted his newspaper again. "Penelope just really likes Santa," he said from behind the paper.

"I do! He's the greatest!"

Her mom laughed. "I used to have a crush on Santa, too, when I was your age."

"You did?" both Penelope and her daddy said at the same time. Her daddy lowered the paper again and looked at her mom over the top of his glasses.

"Sure. I think every young girl does. He's just so cuddly."

"He is!" Penelope enthused in agreement.

"Well then," her daddy said. "It's settled."

"Yay! Bye!" Penelope skipped out the door and ran to the mall as fast as she could.

"Ho ho ho!" the best fake Santa in the world laughed with his funny Santa laugh when Penelope walked up to him. "Penelope! My favorite girl!"

"Hi, Santa," Penelope said, standing with her hands behind her back and one foot crossed over onto the toes of the other. For some reason, she was feeling a little shy, which wasn't like Penelope at all. She used to be shy. She was really shy, the first time she met her favorite Santa. But that was a long time ago. She was different now. She was a little lady now, that's what her daddy liked to call her. And she knew it was all because of Santa, and how sweet and nice he was to her. Maybe that's why she was feeling shy right now, because she really, really hoped that Santa would want to be sweet and nice to her again this year, even though she wasn't a little girl anymore. That made her feel nervous. It made her heart race as she stood there in front of him with her foot crossed onto her toes and her hands behind her back. She really hoped that he still wanted to be her Santa friend!

Santa held his white-gloved hands out to her. "Come sit on my lap, Penelope," he said, a sweet smile behind his fake white beard and his pretty blue eyes twinkling behind his wire-rimmed glasses that didn't even have any lenses in them.

She stepped towards him, and he put his hands on her hips and pulled her into him. As she settled down on his knee, he wrapped his arms around her and gave her a great big Santa hug. Penelope pressed her little body up against his soft pillow belly. She was already feeling better.

"You look beautiful today, Penelope," Santa said, his pretty blue eyes twinkling even more. "You look more beautiful every time I see you."

"Thank you, Santa," Penelope said demurely.

Santa looked out to the line of kids waiting to sit on his lap. "Melanie didn't come with you this time?" he asked.

"No, she had to go out of town this Christmas. She's very unhappy about it."

"Oh, that's too bad," the fake Santa said.

"But I promised her that I would tell you that she says 'hi.'"

"That's very sweet. She's a very sweet girl."

"I'm sorry she's not here, Santa," Penelope said with a little pout on her face. "But I'll try to do my best to make you happy, even though it's only me."

Santa ho ho hoed again. "Only you? Penelope, you are my favorite girl in the whole world! I'm the happiest Santa there ever could be, just to have you sitting on my lap!"

Penelope blushed hard, when he said all that. Santa always said such nice things to her! And then, as if to show her how happy he was to have her sitting on his lap, he bounced his knee, which made the little bells on her reindeer antlers jingle. The big hug and the bouncing made her feel warm, in that special way that men like this beautiful Santa make girls like Penelope feel, and she pressed her bottom down hard against his knee. Getting all warm on his lap made her feel a little less shy. "I can do more than just sit on your lap, Santa, to make you happy," she whispered to him.

"Ho ho ho!" Santa said. "Yes, Penelope, you can be Santa's little helper!"

She gave him a great big smile. "I want to be Santa's little helper," she said. "That's why I dressed up special, just for you."

The fake Santa smiled at Penelope. "You know that makes Santa very happy!"

"It makes me really happy, too, Santa."

"So, Penelope, tell Santa, have you been naughty, or nice?"

She lowered her head, but looked up at him with her big wide blue eyes. "I've been naughty, Santa," she said.

"You have? Tell me what you've done!"

"Yesterday, a boy from school was... well, he was having sex with me. I let the boys from school have sex with me, if they want."

"That's not naughty, Penelope!" Santa said. "That's nice!"

"Yeah, but... I was thinking about you while he did it!"

"Ho ho ho!" Santa laughed. "That's wonderful, Penelope!"

"And... I was naughty, you see, because I let him cum inside me, even though I've already had my first period and I don't ever let the boys do that. But I let him, because... because I was thinking about you, and I like it so much when you do it."

"That's very sweet, Penelope," Santa said. He hugged her really tight.

"But kind of naughty?"

"Maybe a little naughty. But don't worry, I'll still give you the presents I have for you!" Santa smiled at her.

"You have presents for me, Santa?!?" Penelope asked him.

"Ho ho ho! Of course I have special presents for my favorite girl!"

"I'm glad, Santa," she said. "I was worried..."

"You were worried?"

"Yeah, I was worried that you wouldn't like me anymore, because I'm a little lady now."

Santa gave her the biggest sweetest hug she'd ever gotten in her life. "I will always like you, Penelope," he said. "I like you more and more, every Christmas."

"Thank you, Santa," Penelope said, feeling very happy now.

"Now," Santa said, "I give little candy canes to all the kids who come and see me. But I have a special candy cane, just for you and me to share." He took a big thick long candy cane stick out of his pocket. "First, though," he said, not giving her the candy cane stick, "you have to promise me that you'll meet me at our special place when I go on break."

"I promise, Santa!" she said, smiling up excitedly at him. "I totally promise!"

"Good.” Santa slipped the candy cane stick back in his pocket. “Now run along, Penelope. We can't hold the line up any longer."

"Yes, Santa." She hopped up off of his lap, the bells on her reindeer antlers jingling. "I can't wait till you go on break! I'm so excited!"

Santa gave her a big twinkly-eyed smile and did his silly "Ho ho ho!"

Penelope waited until Santa went on break, and then ran is quick as she could down to their special place in the basement of the mall. Santa was already sitting on the bench. She was feeling a little shy and nervous again, but Santa reached his white-gloved hands out to her and he pulled her onto his lap. When she sat down, he took the candy cane stick out of his pocket again.

"Can you guess what we're going to do with this candy cane, Penelope?" Santa asked.

She smiled coyly as she looked up at her favorite Santa. "Lick it?"

"Do you want to lick my candy cane?"

Her pretty eyes glittered up at him. "I always I want to lick your candy cane, Santa."

Santa gave Penelope a little kiss on her forehead, and then stood up. Penelope knew what to do. She went right down on her knees. Then she stared right at Santa's crotch as he unbuckled his big leather belt and pulled his velvet red pants down. Santa's cock was thick and hard, just like she remembered!

"Oh, Santa, I just love your cock so much!" she whispered, not taking her eyes off of it. She reached down and cradled his balls. "Your balls are so big! They're the biggest balls I've ever seen! They're even bigger than my daddy's!" Then she started licking him. She licked everywhere, his balls, his shaft, all over his big purple Santa cockhead. "Your candy cane taste really good, Santa," she said, grinning excitedly up at him.

"Suck it now, Penelope," he ordered.

"I will! Because I'm Santa's little helper, and I want to help him with my mouth!"

Santa groaned when she took his head inside her sweet warm mouth. Little Penelope knew just what she was doing. Santa had taught her well, and she'd had lots of practice since then. Her daddy's favorite thing in the world was to get a blowjob from his little lady, and she blew him lots and lots, because her daddy's cock was her favorite cock in the world. Except for one. Santa's cock was even better than her daddy's! And so she sucked and slurped, stroked and tugged, all the while pulling gently on his balls.

Santa moaned and groaned and rocked his hips until he finally had to pull out, or the sweet girl was going to get him off too soon. But he'd pulled the cellophane wrapper off of the big thick candy cane stick that he had gotten for her, and as soon as his cock left her mouth, the candy cane went in. He fucked her mouth with it for a little while, then pulled it out, and his cock went back in. He did this three or four times: candy cane, then cock, candy cane, then cock again.

"Now, Penelope," he said, pulling out and stepping back, "I want you to stand up and lift your dress and take down your panties."

"Okay, Santa!" She stood up and lifted her dress. She was wearing a little pair of white panties with a smiling cartoon reindeer. "Do you like my panties, Santa?"

"I do!"

"I wore them special, just for you. I can take them off now, but..."

"But what, sweetheart?"

"It's just... My kitten has a lot more fur now, than the last time you saw her. I don't know if you'll like that."

"Ho ho ho!" Santa said. "Of course I'll like that, Penelope! Show me!"

"Okay, Santa." She dropped the panties to her feet and held her dress up and let Santa look.

"She's beautiful, Penelope," Santa whispered, staring enraptured at the girl's tiny twelve-year-old puss, covered in little curls of sweet blonde hair.

Penelope let out a long nervous breath. "I'm glad you like her, Santa. She's been very anxious to see you again."

Santa pulled off his white gloves and reached a hand down between her legs. His middle finger slipped up inside her.

"I can tell she's anxious," he said. "She's very wet."

"She's very, very anxious. And very, very wet."

Santa pull his finger out of her, then reach the big long thick candy cane stick down between her legs.

"Are you gonna fuck me with the candy cane now, Santa?" she asked, looking down to watch.

Santa didn't answer. He just pushed the candy cane in.

"Oh, Santa!" the little girl moaned.

He pulled the candy cane back out and lifted it up to her mouth. Penelope sucked the candy cane again, looking up at him with her wide eyes as she tasted her pussycum mixing with the minty flavor of the candy.

When he put the candy cane stick back in her pussy a second time, Santa pushed her down to her knees again and lifted his shaft so that his ballsack hung right in front of her face. "Suck Santa's balls, Penelope," he commanded.

She looked up at him, eyes a-twinkle. "I will, Santa! I'll suck your balls whenever you want!"

Then she went down, and tenderly took one of Santa's balls into her mouth. She had to reach down between her legs to catch the candy cane before it fell out, because her pussy was so wet, and when she moved to his other ball and gently sucked on it, she began sliding the big long thick candy cane stick, fucking herself with it. Pretty soon, she was all squirmy, and Santa's big balls were soaking wet.

Then Santa lifted her up and pulled the candy cane out of her pussy and stuck it in her mouth again. "Santa's gonna fuck you now, Penelope" he said.

Penelope nodded. What she really wanted to say was, "Oh yes, Santa, please! Please fuck me! Please fuck your little helper! Please fuck me until you cum inside me!" but her mouth was full of the sticky big thick candy cane stick, so she couldn't do anything except nod.

Then Santa lifted little Penelope up and laid her gently on the floor. She spread her legs wide for him. He pushed the candy cane stick even deeper into her mouth at the same time as he gripped his cock and pushed it into her cunt. As he begin to fuck the little twelve-year-old, she reached up and started unbuttoning her dress. She pulled it open, then pulled her bra cups up above her breasts. Santa was impressed by how much Penelope had grown in the last year; her titties were much larger now than the last time Santa had seen them. Adorable little B cups. Her nipples were larger, too, thick reddish nubs standing up stiffly in the middle of her light puffy pink areola.

She cupped her hands under her breasts and held them up to Santa. "Mggg mghhfff murggh," she said.

Santa laughed, then pulled the candy cane out of her mouth. "What was that, Penelope?" he asked.

"Please suck my nipples, Santa," she said, still cupping her sweet titties up for him. "They're your special Christmas treats."

Santa pushed the candy came back in Penelope's mouth and leaned down and took a stiff little teat between his lips. The girl arched her back to present her developing preteen tits to him, and Santa rocked his hips, his big thick Santa cock sliding in and out of Penelope's warm, wet puss while he suckled at her little lady breast.

Her second tit enjoyed as well, Santa reached up and took hold of the candy cane stick in her mouth and started sliding it in and out. So Santa double-teamed the little twelve-year-old girl with both his candy canes, fucking her mouth with the big long thick candy cane stick, and fucking her pussy with his big long thick Santa cock.

And then Santa gave Penelope a very special Christmas gift that year. "Ho ho ho!" he shouted merrily as he unloaded a big huge load of Santa sperm, right into her fertile little twelve-year-old womb.

When he was done, he pulled the candy cane out of her mouth and his cock out of her cunt and he climbed up on top of her, straddling her above her face. "Clean Santa's cock with your tongue now, Penelope," he commanded her. And she did. She licked him all over, his cock and his balls, tasting herself and him, mingled together on his beautiful Santa manhood, until he was completely clean.

They sat on the bench together afterwards, Penelope on his lap, holding each other tight and kissing. "I have one more present for you, Penelope," Santa said.

"Another present!" Penelope went all twinkly-eyed again.

Santa handed her a little package, wrapped up in pretty shiny candy cane wrapping paper. Penelope excitedly unwrapped the present. Inside was a little pair of panties.

"Oh! I love them, Santa!" She said. She quickly pulled them on, then lifted her dress so that he could see. On the crotch of the panties, right over her pussy, was a smiling happy Santa face, already glistening from a big sticky wet spot that was forming as his cum leaked out of her. Written above the smiling happy Santa face were the words, "Santa's Little Helper."

Penelope gave Santa a big kiss, right on his wonderful Santa lips. "My pussy is your little helper, Santa!"

"She's the best little helper a Santa could ever have."

"And she really likes your candy cane!"

They both giggled, and kissed again, and again. "I better get back up to the North Pole soon," Santa said with his happy smile and his merry eyes.

Penelope reluctantly stood up from his wonderful cuddly lap and picked up her little reindeer panties that were still lying on the floor. She handed them to Santa. "You can keep these, Santa, to remember me with."

"Ho ho ho!" Santa said as he stuffed the panties in his pocket. "Thank you, Penelope! I'll look at these every day until next year, when you come to see me again."

"I can't wait until next year, Santa." Then she crossed her little toes shyly, one last time. "And Santa?"

"Yes, Penelope?"

"I love you."

She stuck the big long thick candy cane stick her her mouth and started running down the hall to head back home, the little bells on her reindeer antlers jingling merrily. As she turned back to wave goodbye to Santa one last time, she saw him smiling and heard him say, "Ho ho ho, I love you too, Penelope!"

Penelope had a great big smile on her face, the happiest twelve-year-old in the whole world.