Indiana Jones is my favorite ride at Disneyland. The newer rides are fun too, but you really can't beat a wax figure of Harrison Ford hanging from a rope telling you he hates snakes while bouncing around in a Jeep and feeling like you might legitimately fall out and die because it's that bumpy. The worst part of the ride is the exit. Because Indy is still one of the most popular rides in the park, its line is absurdly long. You twist and turn through at least a mile of organized waiting before getting to the ride. Then when you leave, you have to walk all the way back out. It's a slough.

As I left the ride and mentally prepared myself for the hike back to reality, I noticed my line-mates milling around a barrel and glancing around. I thought they must have been waiting for a friend who was in my car and continued on. Imagine my surprise when a small hand grasped mine and pulled me to the side of the line. The girl held me back while the rest of my car's occupants passed us.

"Hey, do you want to come have some fun?" Bentley whispered in my ear.

Let me pause here to explain something else to you about the Happiest Place on Earth. Being at Disneyland as an adult can be just as magical as when you were a kid. Sure, you know there's a kid making minimum wage inside Goofy's costume, but the rides, the way people treat you, the whole experience is still stellar. If you're an adult and have small kids, however, it is not so fun. You like fast rides? They can't ride them. You like the shows? They'll scream through them. You want to go to New Orleans Square? They want to see Mickey in Toon Town. Again. All of that is a lot more bearable if you're under the influence. Luckily, Disneyland serves alcohol now, but it is outrageously overpriced.

So you'll understand my state of mind when I thought, "Well, maybe they have some good weed. Or at least some booze," and said, "Sure."

Bentley flashed me a grin and pulled me along by my hand. The redhead, soon to be introduced to me as Kayla, grabbed my other hand and followed behind me, forming a human train. The conductor led us through a side door I don't think was supposed to be open and through a shadowy corridor. She finally reached a door on her left and led us through, closing and locking it behind us.

"Hi, I'm Bentley," she said with another grin, "and this is Kayla." She pulled her friend over to stand next to her.

"Hi, I'm Paul. What, uh, what kind of fun are we having in here?" I looked around the room. It seemed to be an abandoned break room for cast members. There was a couch against the far wall and a table and chairs in the middle of the room. The bare light bulbs overhead were coated in dust, as were the table and chairs. No sign of a bong or bottle of liquor.

"Well," she said, her smile turning mischievous again, "I noticed you checking out Kayla in line and we figured you might like to see more." She led me by the hand to the couch and lightly pushed me into it. She straddled my lap and aggressively kissed me. Her butt moved around in my lap, stirring me into a confused semi.

"Whoa, what?" I pulled away from her kiss, but not before letting it linger for a few moments. She was a good kisser, lots of tongue. "You girls are like 15. You shouldn't be doing things like that!"

"Aw, you think we're 15? That's sweet. I'm 13 and Kayla just turned 14. We're going to be freshmen next year, but we hope we both pass for sophomores at least."

Ah. Fuck. My heart was already racing when I thought a 15-year old had just kissed me and was rubbing her ass on my growing erection, but it just about exploded when she said she was 13. I'm in some serious shit here.

"Whoa, whoa. I'm... I can't be-" I struggled to articulate the fact that if someone were to stumble into this room and find me with these very young, very illegal girls I would be going to prison for a long time. Bentley saved me the trouble by shushing me with a finger over my mouth and slid off my lap.

"No one uses this room, we've spent a lot of time here and no one even walks by. Now do you want a show or what?" She reached for the bottom of her shirt and began to tug at it. Equal parts (well, maybe not *equal*) horrified and intrigued at where this was going, my jaw dropped as she lifted her shirt above her head while Kayla did the same.

Bentley wore no bra beneath her shirt, and for good reason. Her tiny breasts would have been swimming in an A-cup. They barely raised off her skinny chest, her puffy nipples the only thing giving her chest any dimension. Kayla, on the other hand, wore a lacey bralette that didn't shape her breasts in any way but merely covered them. Her tits were perfectly round without any help from a rigid bra. Kayla looked shy to have exposed her flat tummy and covered boobs to a perfect stranger, and slightly terrified when Bentley reached over and unhooked her bralette to expose her fully. Her nipples were such a light shade of pink they barely contrasted with the stark white of her flesh. They weren't puffy like Bentley's, but were erect and hard.

"What do you think, Paul?" Bentley asked, no hint of shame in her voice or face, "Pretty good for a couple of middle school girls right?"

"Very... Uh, yeah, very nice." I couldn't take my eyes off of their perfectly toned torsos. My dick was struggling against the inside of my pants, now a fully raging erection.

Bentley started caressing Kayla's nipple and giggled. "Looks like Kayla's excited too. Wanna see?" She brought Kayla towards the couch and placed my hand on her breast. I looked her in the eye for some sign of consent and she smiled and pushed her chest into my hand. I felt the soft weight of her breast filling my palm and almost couldn't contain my boner. I squirmed as I squeezed her tit softly and Bentley noticed the bulge in my pants. She caressed me through my jeans and let out a barely-audible moan. After a few moments of this bliss, Bentley began to straddle me again.

"Can you play with mine now? I know they aren't as big as Kayla's, but they like attention too." She gave a fake pout and brought my hands up to her chest. I felt her nipples start to harden when I rubbed them, their former puffiness making them stand out even further from her chest. "You can suck them if you want."

Let me just pause here, before things get any further, to explain something. I'm not a pedophile. I have a kid, I'm around kids all the time at parties and his preschool. I have plenty of opportunity to prey on children. I don't, because kids are gross little germ monsters who grow into slightly less germy, less monstrous, monsters. I have no attraction to kids. And I've always drawn the line at 18, and even older as I grew older, in terms of thinking sexy thoughts about anyone. Because these are our social norms.

What isn't part of those social norms is having a very pretty 13-year-old girl straddling your lap asking you to suck on her rock-hard nipple. I can't explain what came over me when I got in that room alone with Kayla and Bentley, but I'm sure it would happen to most men my age who hadn't been touched sexually in over a year. Or maybe not and I'm a sick fuck. I don't know.

I do know is that sucking on Bentley's nipples was heavenly. She let out a sound I can only describe as a purr as my tongue touched her puckered flesh, and continued to make the sound for the 5 minutes I lapped at her chest. I placed her nipple in my mouth and sucked softly, I nibbled them and swirled my tongue around them. I kept going until she said, "Fuck I'm so wet. Wanna see?"

I disengaged from her and she slid off of me. I glanced over to Kayla and saw she was toying with her nipples watching us. She definitely seemed to be along for Bentley's ride here, but was enjoying it.

I turned back to Bentley to see her standing facing away from me with her hands at the waistband of her pants. She slowly (painfully slow) pulled them down her backside. She was wearing panties after all; a tiny blue thong peaked out from between her small melon-shaped butt cheeks. I didn't get a chance to admire her backside in it though; it came off with the pants. Soon her entire rear-end was exposed and she bent forward to push her pants all the way down to her ankles. Her legs were skinny and her thigh gap gave me a full-on view of her vulva. Her tiny pink clit hood stuck out from hairless white flesh, her vaginal opening gaped slightly and seemed to be dripping with her wetness. Her cheeks were spread so I could also see her tight puckered pink asshole. The view was astounding, and she stood there bent over for several seconds letting me take it all in.

"Do you like looking at my wet pussy, Paul?" she asked coyly. "Come on Kayla, your turn." Her pants had somehow made it off her ankles, and her shoes were off too. I must have been staring at her privates for a lot longer than a few seconds. She pulled Kayla off the couch and stood her in front of me. "Kayla's never shown anyone her pussy before, so she's shy. If she shows you hers, will you show us yours?" They both glanced down at my bulging erection.

"Uh, sure. Yeah."

Kayla smiled at me, looked at Bentley for one last confidence boost, and pulled her pants down. She left her underwear on; they were a white pair with little Mickey faces on them. Cute.

She pulled her pants down to her ankles and slipped her fingers into the waistband of the Mickey panties. Taking a deep breath, she closed her eyes and slid them down her thighs, revealing a bright red patch of pubic hair above her equally bright red inflamed pussy lips. Her whole crotch seemed to be on fire with her arousal. Her vulva was what you might call an "outie," her lips protruding from her body giving her a more flower-like appearance. When she stood up straight again, her cheeks were flushed with her embarrassment at exposing herself.

"Wow." I said.

"I know, right? Her pussy is beautiful but she is so embarrassed!" Bentley patted her friend's pubic mound and twirled her hair between her fingers. "Now it's your turn!"

Bentley rushed toward me and started fumbling with my belt. I helped her navigate the buckle and let her yank my pants off.

"Jesus, you're huge," she said as she started at the bulge in my boxers. I'm not. But I guess to a teenager who maybe have never seen a penis before, I am. She reached for my boxers hungrily and pulled them off, finally freeing my throbbing cock. The girls’ eyes bulged when it bounced free, and Kayla let out a tiny involuntary gasp.

Kayla asked hesitantly, "Can we touch it?"

So, just to summarize where we are so far: I got caught staring at some way-too-young-for-me girls in line for a ride at Disneyland, they dragged me (they didn't have to try very hard) into a side room where they've given me a strip show. I sucked on some titties, and now I am half-naked. And the shy one just asked to play with my dick. So, of course I say...

"Yes. Please." They both happily plopped their naked behinds on the couch on either side of me and started stroking my cock. I couldn’t believe this was happening, I was in such disbelief that my mind couldn't processing signals correctly. That is the only reason I can come up with to explain how I didn't cum that very second. After a few moments of gentle stroking, Bentley placed one of my hands in Kayla's lap and the other in hers. Not being one to not return a favor, I started rubbing their clits in time with their strokes.

Kayla's was very swollen and she reacted to my touch as if I had shocked her. My index finger ventured down her wet crevice to the opening of her vagina and started doing slow circles, centimeter by centimeter entering her. At about the first knuckle my finger met with some resistance and I realized something I probably should have seen coming: she still had her hymen. I pulled my finger out and used the slickness from the first half-inch of her to lube her clit up for faster rubbing.

I turned my attention to Kayla's pussy instead. She seemed like the kind of girl who probably didn't have her hymen anymore, despite being the younger of the two. I slid my finger away from her tiny clit hood and explored the slick skin around her opening. It was smooth the way even freshly shaven skin isn't truly smooth. Bentley must not even have pubic hair yet.

I worked my finger inside her the same way I did with Kayla, but did not encounter a bit of resistance. Before I knew it, my finger was fully inside her. Her pussy walls gripped it and kept it in place. I stole a glance at her face and saw she had her eyes closed and had abandoned my cock in her pleasure. I pulled the finger out to the second knuckle and began to push in and out, her wetness making soft sucking sounds with every stroke.

"Harder," she moaned. My finger fucking got slightly faster, each stroke pushing into her with more force. "Yes, fuck me. Fuck."

Bentley laid back on the couch and lifted her leg over my arm to put it on the couch back, spreading her legs like a starfish and giving me another heavenly view of her nude body. With her torso lying flat, her tits completely disappeared, just leaving her hard pink nipples standing up on her flat chest. Her toned stomach caved inward with every moan she let out. Her whole pubic area was flushed with arousal, with her legs spread her pussy had opened like a flower, her tiny lips coated in her juices.

I was At this point I was already in pretty deep, too deep to explain this situation away if we were discovered. Bentley's pussy looked so inviting, I couldn't resist tasting her. I bent over, continuing to rhythmically pump my finger in and out of her body, and ran my tongue between her lips. Her pussy tasted like the sweetest peach, like nothing I'd ever tasted before. I smelled the remnants of her soap on her skin, and her slightly musky sweat, but above all else she smelled like sex. Her pussy was raw sexual energy, just waiting to be used.

I worked my tongue up and down her spread lips, massaging her clit in between laps. Every time my tongue settled down on her clit her moans went from soft "oh" sounds to full-on porn star gasps.

With my attention focused on making Bentley squeal, I hadn't noticed Kayla get up from the couch and kneel between my legs. She got my full attention back by taking the head of my cock into her mouth. I gasped and nearly blew my load in the back of her tiny mouth. When my finger inside of Bentley slowed down, she looked around and also gasped.

"You jealous slut!" Her tone of mock outrage made Kayla laugh around my dick, a not altogether un-enjoyable sensation.

Kayla began bobbing her head up and down, not able to take more than half of my dick in her mouth without gagging, but making a great effort of it. If Bentley had let her go much longer, I would have cum right then. Luckily, she was worried about just that.

"Wait stop you're going to finish him before I have a taste!" Bentley pulled my hand away from her crotch and knelt down beside Kayla. She gripped the base of my dick and began stroking as Kayla continued to bob up and down. With her other hand, Bentley started playing with my balls.

"Girls, I'm gonna-"

"Stop!" Bentley let go of me and pulled Kayla away. Bentley's mischievous grin was back. "You need to lick Kayla like you did to me before you can cum."

"Oh no, that's ok" Kayla flushed a deep shade of red and covered her red bush, "He can do you again!"

"Nope, today's the day Kay." Bentley lifted her friend by the armpits and laid her down on the couch. "Spread your legs and show Paul where you want his face."

She slowly lifted her leg onto the top of the couch and spread her legs open. Her pussy, hidden beneath her little red patch, was a thing of beauty. Her pink inner lips, thick and juicy, were splayed open showing her entire opening at one end, her swollen clitoris protruding from the top. Her hair hadn't reached around her vulva yet; the skin to either side of her pussy was smooth.

I looked up between her breasts at her and asked if she wanted me to lick her. She blushed again, and dipped her head in a tiny nod. Good enough for me.

I buried my face in her crotch, breathing in her scent. Her soap smelled like strawberries, or maybe cherries, something fruity and delicious. Her bush enveloped my nose and carried the odor of her pussy, tangy and heavy. I inhaled deeply through my nose, breathing her in, then slipped my tongue out and rubbed her clit in small circles.

"Oh my God!" Kayla exclaimed, her body tensing up immediately.

"Are you ok hon?" Bentley asked, concerned.

"Oh fuck. Yeah. I'm gonna cum."

"Already?" I put more pressure on her clit and made my circles faster, working her into a frenzy quickly. She started bucking her hips, her pubic bone pushing against my face. I put my hands on her hips and pulled her into me, keeping my face against her while she bucked. I slipped my tongue inside her pussy and quickly tongue fucked her for a second, then returned to the clit and doubled down on the pressure and speed. Her whole body started shaking and she howled, "I'm cummiinnng!" I continued to lick her until she laid still, completely spent from the strength of her orgasm.

Bentley, done watching Kayla squirm in pleasure, sat on the couch next to me and spread her legs. "So are you gonna fuck me now or what?"

I'm no lady's man, but I've had my share of women in my time. Before marrying my ex, I had a few serious relationships and slept around a bar or 12 in college. Without a doubt, being asked to fuck a 13-year-old stranger was the hottest thing that's ever happened to me. My dick tried to do a backflip, but realized it was still attached to my body, and just slapped against my belly instead.

I didn't respond to her in words, but I made a grunting affirmative noise and grabbed her legs. I positioned myself between her and aimed for her sweet spot, but had second thoughts.

"I don't have a condom."

"It's ok, I'm clean. Are you? You don't look like you have chlamydia."

"But you could get preg-"

"I'm on the pill, don't worry. Kayla is too. Plus, we can just get two-for-one morning after pills at Rite Aid."

"Why are you…? How-"

"I've had two boyfriends, I got the pill a year ago. Kayla's had it since she started getting her period." She was growing impatient and started scooting her butt out to meet my dick where I had paused.

"Uh... ok. So you're not a vir-"

"No, I've had *two* boyfriends. But neither of them was as good at this stuff as you, Paul. Now are you gonna stick that in me or what?"

My immediate concerns dissipated (except for the prison one, that one was just getting worse every second) I aligned the tip of my cock with her opening. She was still dripping wet, so I slid around to get some lube on my dick before pressing in.

I slid into her pussy in one slow thrust. She let out a soft moan as I hit her cervix; I could almost fit all the way inside her but not quite. I guess maybe I am huge?

I began slowly thrusting, pulling out about halfway before pushing back into her depths. She let out a soft "unf" with every thrust.

"Too hard?" I asked, worried I was hurting her.

"No, perfect. You're filling me all the way up it's incredible," she breathed. Her head rolled back and she let out a bigger moan when I pulled out further and pushed harder against her cervix. I put the one hand that wasn't holding my body stable on her shoulder and ran it down her body, over one of her inflamed nipples, past her belly button and onto her hairless mound. Her body shivered at my touch, and jumped when I used my thumb to press her clitoris and rub.

"Oh shit. Yeah, more, fuck." I maintained a slow pace, one stroke every second or two, and glanced down at where we met to enjoy the view. My cock was pushing her lips outward; her tiny slit spread wide open to take me. With every outstroke, my cock came out glistening with her wetness, her tiny lips gripping my shaft and stretching outward with it. I started increasing my rhythm and feeling that tingling in my balls that can only mean one thing when Bentley said the second-hottest thing I've ever heard:

"Fuck me from behind like the little slut I am."

I pulled out, enjoying the view of her pussy gaping open for a split-second where my cock had just been, and grabbed her by the waist. She couldn't have weighed 90 pounds, all skin and bones and barely 5' 2", so I easily flipped her over and lifted her rear-end to my waist height. She was now on all fours on the couch, her head in between Kayla's still-spread legs. I mounted the couch and admired the view.

Directly in front of me, Bentley's ass cheeks were spread with her tiny pink hole peeking out between them, below that her sloppy wet pussy glistened. Her hips narrowed into her waistline where her thong had left phantom lines across her lower back. Her back was smooth and blemish-free, her shoulders and neck covered in barely-there blonde peach fuzz. Her hair, mostly fallen free of her ponytail, was disheveled and moving around as Kayla held the back of her head. Bentley's face was moving around in her crotch, eating her out. Kayla was splayed before her and watched her friend's face diving into her pussy. Just when I thought I couldn't get any harder...

I directed my throbbing hard on at Bentley's pussy, desperate to be inside her again, and pushed. She gasped from somewhere in Kayla's bush as I slid all the way inside her, this angle letting me get deeper and go balls-deep into her. I grasped her hips and began fucking her, not soft slow thrusts like before but really fucking. My balls slapped against her clitoris, her butt cheeks rippled every time I bottomed out in her pussy. I can't describe how amazing she felt, her pussy gripping my cock with the perfect amount of pressure, feeling her wetness dripping down my balls, the feeling of her skinny hips under my grasp.

"Oh fuck," she squealed, "Yes! Fuck me Daddy, fuck me."

I was never into the whole daddy/daughter thing, but in these circumstances I guess it made sense. I licked my thumb and placed it on her puckered asshole, rubbing her softly. I took the animal growl she let out as consent to continue and slipped my thumb inside her. I didn't push in past the fingernail, not wanting to hurt her. She screamed and started bucking against me harder. I prayed she was cumming because I couldn't last much longer.

"Oh FUCK," she yelled, abandoning any attempt to lick Kayla and pushing her face into the couch cushion. I slammed into her and felt her pussy contracting, tightening even more around me. I couldn't help it, my trigger pulled and I started cumming. It was the most intense orgasm I'd ever had; I think I went blind for a few seconds.

My cock spasmed as I dumped squirt after squirt of hot cum inside Bentley's tight pussy. I bent over her, grabbed the couch back for support, and let out a "fuuuckk" of ecstasy. When my cock was done shooting inside her, I pulled out. My cum came flooding from her pussy, globs of it falling to the couch. She rolled over with her head still in Kayla's crotch and started playing with the cum dripping out of her.

"That was so fucking hot." she said, twirling a glob of cum between her fingertips.

My mind cleared up as the haze of sexual passion left me, and the realization of what had just happened hit me like a ton of bricks. I'd just had sex with *two* middle school kids. I came *inside* of one of them. I'm going to jail *forever*. My mind was racing, trying to decide how to get away from these girls safely but also make sure they never told anyone about this. Kayla saved me the trouble.

"Can you grab your phone Paul, I'll give you my number. Next time you have to fuck me like that." She smirked a mischievous grin, very similar to Bentley's. I guess they're more alike than they seem.

Having a thirteen year old call you daddy as you fuck her from behind is so fucking hot. Loving what's posted so far. Young little sluts craving cock is beautiful.

that’s a yes from me

I love wild and naughty little girls. Are you planning on writing more?

Interesting. Could use some context though.

I.e. what was the reason the girls chose him? Why did they have access to the room? Who's the person who led them there and do they know what was going on? Etc.

If you plan to continue this it would be interesting to see some of that get fleshed out. Smut is always nice, but I'm a sucker for the story.

The writing is good though, very detail oriented.

I hadn't planned on continuing this story, but I couldn't get the characters out of my head, especially Kayla. I wanted to develop her a little more and make her more than just Bentley's friend.

>>26409 just for you, some smut-free content before the action in this part

PART 2

So here's what I'd like to say happened after Kayla gave me my phone back, a text with some kissy-face emojis sitting in my text app. I got dressed, rushed my family out of Disneyland and to the nearest AT&T store where I changed my number, got a new phone, and never thought of the two girls I had just met ever again.

Some of that is true, I did get dressed. And I rushed my family out of Disneyland, but mostly because my son was having a tantrum and it was just time to go. I didn't change my number, nor did I get a new phone. It just would have been such a hassle to tell everyone my new number, and I really like my phone. That's my story, and I'm sticking to it.

I was still a little shocked when Kayla texted me later that week. I figured they'd find some other stranger to satisfy their sexual urges if they needed to, why would they text me?

"beach this weekend?" Kayla's text read, followed by the swimming guy emoji and a peach emoji. I'm not hip to the kids emoji-speak, but I had a feeling they weren't going to be bringing peaches for a snack.

This could have been a turning point in my story. I could have ignored the text, blocked her number. It only took a few seconds of reminiscing about the past weekend's events, Kayla's perfect tits, Bentley's pussy squeezing the cum out of my cock, to realize I was out of my mind if I let this opportunity wander away.

"Which beach?" I responded.

"Huntington. bring margaritas??"

"Sure lol"

And so our plan was set. I headed to the beach in the late morning on Saturday with a cooler full of weak homemade margaritas in soda bottles. Just add supplying alcohol to a minor to my list of offenses.

I wore a pair of board shorts and a band tee, hoping it wasn't painfully obvious I had gone to Target the night before to buy both. I figured the two young girls I was heading out to meet would meet my normal above-the-knee dad trunks with stares and giggles.

"I'm here" I texted to Kayla as I strolled down the strand, avoiding roller-blading teens and out-of-control skateboarders.

"coming ;)" she responded. Subtle.

Kayla was not, in fact, coming, but Bentley was. She wore a skimpy white one-piece bathing suit that may as well have been a bikini. The back and sides were completely open, only a thin strip of fabric down her stomach connected the top to the bottom. The suit fit her body snuggly, her small tits accentuated by the tight white top. The bottom hugged her hips tight, a slight camel toe peaking between her legs. She wore her hair up in a messy bun, and a pair of oversized sunglasses that seemed to hide half of her face.

"Hi Paul, you made it!" She threw her arms around my neck and jumped on me. I held her in a tight hug for a few moments, taking in the smell of her shampoo and the coconut-y sweet smell of tanning lotion.

"I made it, and brought supplies," I said, shaking the cooler.

"Oh thank God, the beach is so boring sober." She grabbed my hand and led me onto the sand. "We've got some towels over here, did you bring one?"

D'oh. "I knew I forgot something..."

"That's ok," she said with a giggle. "You can share with us!"

We reached the little camp the girls had set up, a couple of big beach bags and huge towels, big enough that we actually could share them between the three of us. Kayla was laying out on one of them, her face covered by a wide-brimmed sun hat. Se wore a neon-colored bikini with thick black stripes. Her bottoms left little to the imagination, tight and cut low over her hips, and her top even less. It seemed she was wearing one size too small for her breasts; they practically flowed out of the top of her suit's cups.

"K, I found him!" Bentley said as she knelt on her towel. Kayla looked around from under her hat and spotted me with a grin. She jumped up, her tits threatening to come loose with the sudden movement, and pressed herself against me.

"Hi Paul, you look cute" she whispered. I was beginning to wonder if they even cared what this situation would look like to an onlooker.

"Hi Kayla, I like your hat." I said. Lame, I know. What was I supposed to say, "I like the way your tits pop out of your bathing suit"?

While Kayla was pressing her boobs into my chest, Bentley pulled the towels together into one big towel. "There we go, sit down!" We sat, one girl on either side of me in the middle. I placed the cooler on the sand in front of us and opened the lid. Inside were six Mountain Dew bottles filled with about a shot of tequila and the rest cheap margarita mix. It would take three of these to get me buzzed; I wasn't trying to get these girls drunk.

We each grabbed a bottle and drank. The girls both reacted like it was the strongest drink they'd ever tasted, because they probably were.

"Oh my God Paul, how much is in these??" Bentley asked with a mock gag.

"Enough, apparently." I said with a smile, "Cheers"

I held my bottle out and the girls hit it with theirs and took another swig. Both made gagging noises again, and laughed. As we sat and drank, I surveyed the other groups on the beach around us. It was a sunny Southern California day, so there was no shortage of people around. Plenty of girls in skimpy bathing suits, laying out or frolicking in the hot midday sun. I realized in that moment how happy I was to be with Bentley and Kayla, none of the other girls around us compared to them.

Since our first encounter, I'd spent a lot of time thinking about what happened. Not just the sex parts (although I frequently revisited those too) but why they chose me. I couldn't say for sure, but I was hoping it was more than just random chance and that they wouldn't have taken any man behind them in line to that back room. I hoped they saw something in me, because I was starting to see something more in them. The texts we exchanged while setting up this beach trip weren't sexy, some were flirty, but mostly they were just friendly. The girls had a great sense of humor and seemed to really want to see me, not just what's under my board shorts.

We all lay back on our towels and Kayla slipped her hand into mine. I gave her tiny fingers a soft squeeze and smiled at her.

"Hey, Paul," Bentley said, "Tell us about your first girlfriend."

"Uh, sure. We met in high school, in my junior year. She was in my English class, and I sat behind her and threw little notes over her shoulder until she noticed me."

"Aww that's cute!" Kayla said.

"It took a lot of notes... But, yeah, we went out for 6 months, I think? First boobs I ever saw that weren't in a magazine." Both girls giggled at that. "We broke up when she realized she could date the captain of the football team, which she did. I didn't have any hard feelings though; she was way out of my league and helped my confidence so much. Now you, tell me about your first boyfriends, girls."

Bentley launched into a story. "Ooh, mine was a real creeper. We met at Disneyland just like we met you Paul, but he was gross. He was a senior, I was in 7th grade. We hooked up for a few weeks but he started demanding all my time and I couldn't handle it so I told him if he didn't stop texting me I'd tell the police about the pictures of my little girl pussy on his phone and blocked him."

"That, uh... That sounds awful. You're not going to do that to me, are you?"

"Well, you don't have any pics of me, and you seem like a nice guy. So probably not." She flashed her mischievous grin and stuck her tongue out at me. "What about you, Kayla?"

"Uh, I haven't had a boyfriend. Yet, I mean." She blushed.

"Oh right! Maybe Paul can be your first!" Bentley kidded, pushing me towards her. Kayla flushed an even deeper red and mumbled something. Evidently Bentley understood her and said, "Yeah let's go swimming, I'm tipsy and I want to get smashed by some waves!"

We left the towels and beach bags, trusting no one would come steal our stuff, and I followed the girls down to the water. I say followed because I made sure they were in front of me so I could admire their asses the whole way down.

Bentley was indeed quite tipsy and was shaking her ass with every third step in a kind of walk-dance. Her suit rode up her tight cheeks and showed her tan lines from other bottoms she must usually wear. Kayla, on the other hand, had no tan lines to speak of. In fact, her back and legs were the shade of white you usually associate with people who live underground. Her shoulders and back were already turning red from all of the sun exposure in spite of the slathering of sunblock she wore.

Bentley was definitely a sexy girl, there was a certain taboo appeal to the fact that she was flat and nearly hairless like a little girl, but I found Kayla to be the more attractive of the two. Her voluptuous behind was gnawing away at her bikini bottom, the fabric sucked between her cheeks leaving most of her ass hanging out. Her hips were wider than Bentley's and her thighs toned and tight, a slight gap formed between her thighs when she stood still.

As we strolled past volleyball games and sandcastles, the sight of their heavenly butts was quickly giving my dick reason to rise. I was luckily saved from the embarrassment of having a full-blown erection by the frigid Pacific Ocean. The cold water instantly settled my boner down and shrunk my flaccid dick to the size of a raisin. A small raisin.

"C'mon Paul, keep up!" Bentley shouted as she ran headlong into an approaching wave and ate shit. I saw her feet fly up from the foam of the crashing wave, and it took several seconds for her head to pop out after it had passed. She had a goofy grin on her face that said, "I definitely meant for that to happen."

Kayla had deftly dived under the wave that took Bentley down and was now further out than either of us. She swam around the rolling waves with the ease of an experienced swimmer, grace that both Bentley and I lacked. Don't get me wrong, I know how to swim (read: not drown) but Kayla looked like a dolphin out there. You wouldn't know it looking at her pale skin, but she must spend some serious time in the water.

"You're it!" Bentley yelled as she ran up to me and shoved me into a crashing wave. The world spun around as I lost my balance and succumbed to the water, inhaling a significant amount of it as I thrashed.

"Oh, you're dead," I said to her when I could stand and breathe again. I chased after her, and aided by my longer legs and relative sobriety, caught her in a few seconds. I grabbed her around the waist and lifted her into the air while she shrieked with laughter and flailed her legs helplessly.

"Oh no, what are you gonna do to me?" Bentley asked, her legs still trying to throw me off-balance.

"This," I said, and threw her into a fireman carry over my shoulder and began tickling her ribs.

"Oh shit, no anything but that," she said breathlessly, unable to contain her laughter.

"Ok, then this," I grabbed her feet and tickled again. She shrieked some more until I let her down.

"Not fair, Paul, you're supposed to let me win." she said with an exaggerated pout.

"Nope, that's not how this works. You push me, I'm gonna tickle the shit out of you."

While Bentley had been screaming for mercy on my shoulder, Kayla swam up behind us and laid in waiting. When I least expected it, she gave me a shove and ran back towards the deep water. A new target acquired, I followed her at a run and dove into the water after her. She was a damn good swimmer, but I eventually caught her by the ankle and dragged her into my reach.

"That," I said, struggling to tread water and tickle a squirming teenager at the same time, "was not very nice."

My fingers attacked her ribs and tummy as she thrashed and laughed. Since we were in deep water far from the prying eyes of other people, my fingers wandered lower and attacked her pubic area. I tickled and rubbed, sliding a hand between her legs and attacking her privates. She screamed more laughter as I pulled at her suit and slid a finger inside it. My finger pushed against her pussy and gave her a gentle tickle. Her thrashing quieted as I stroked her slit, and instead of trying to get away from me she pulled me closer to her. Before I knew it, she had her lips on mine and gave me a salty kiss. I kissed her back tenderly and slipped a second finger into her bottoms.

"Not here," she said as she pulled my hand away from her privates, "I want to go slow and enjoy it. Later."

"Of course, sorry." I said. I hoped I hadn't taken things too far.

"Don't be sorry," she said and laid another kiss on my lips. She swam away towards Bentley who appeared to be doing cartwheels in the shallow water. Kayla quickly joined in on the gymnastic action. I swam around in the slightly deeper water and enjoyed the view of Kayla's tits bouncing around with every cartwheel and the way Bentley's wet suit clung to her body.

After a few minutes of cartwheels, handsprings, and falling on their asses, the girls beckoned me over and we started the long march back to the towels. My dick was hard after Kayla's kisses and admiring the show, but it was also still shrunken from the water, so it was fairly easy to hide my excitement.

When we finally got back to the towels (how does the walk to the water seem to take 30 seconds but the walk back always feels like 30 minutes?) we laid face down and let the sun dry us off. Bentley seemed to doze off almost immediately. I glanced at Kayla under her sunhat and saw she looked sleepy too. She slipped her hand into mine again and closed her eyes.

I'm not sure how long we slept there on the beach, hand-in-hand, but it must have been a while. When we woke up, Kayla's back was turning a bright shade of red and Bentley's face was creased with lines from her towel. We quickly decided our day at the beach was over and packed up the towels into the girls' bag.

"So, what are you doing this afternoon?" Bentley asked as we walked up the sand towards the street.

"Well, I have a babysitter for the rest of the day so I'll probably go see a movie or something? I'm not going to let that blessing go to waste." I said.

"That's boring! Do you want to come see Kayla's house? Her parents work till late and we'd be all alone. That's where we're going."

It was pretty easy to make the decision to come see the girls here at the beach; a public place where I knew we likely wouldn't be getting into too much trouble. Going to their house, all alone, felt more like predator behavior to me. I looked at Kayla to see if I was being invited against her wishes and she gave me a hopeful smile. "Sure," I said, "I'll come over for a while."

"Thank God, can you give us a ride? We'd have to call my brother if you don't, he's the only person around with a car," Bentley said, "and he's probably stoned out of his mind right now."

I laughed and led the way to my car. Well, not so much car. My minivan.

"Wow, cool car Paul. You pick up a lot of girls in this baby?" Bentley chided.

"I know you're mocking me, but the Toyota Sienna is the highest rated minivan for rollover safety and has the highest user rating on-"

"Oh my God you're boring my legs shut. Let's just go!" Bentley yanked the side door open and spilled across the bench seat in the back. Kayla sat up front with me

"Alright, where am I going?" I asked and brought up the navigation on the van's entertainment system. Kayla punched in an address whose zip code I was vaguely familiar. "Whoa, you live there? Nice neighborhood."

"Yeah, my dad is a tech guy. We have a big house and he's never home and mom is always off at some country club or getting wasted at her tennis lessons." Kayla said, her voice a little sad. "I get plenty of time to myself, I have people over all the time. It's kind like the party house for our grade."

"That's pretty cool."

"Yes and no. I feel like a lot of people only like me because of the house and my stuff, y'know? Bentley's my only real friend, we've know each other since we were in diapers." She glanced back at the bench seat and say Bentley thrashing around, moaning "lettsss gooooo" and sighed. "For better or for worse, I guess" She smiled at me and I put the car in drive and followed the GPS' directions. Kayla switched around the radio while we drove, and we chatted about school and my job. She seemed interested in what I did, and when I asked what she was planning to study in college she gushed to me about abnormal psychology and what schools she was applying for, which hospitals she wanted to intern at. The girl had big plans and was just waiting for her life to catch up to them.

Before I knew it, we arrived at Kayla's house. "Pull in back, there's cameras in the front," she said, obviously a pro at sneaking people in. I drove my van around to a service road near the back of the house and parked near a shed. As I was unbuckling my seatbelt, the back door opened and Bentley bolted down the lawn towards the back door. She was hooting and hollering, I looked at her and saw the white flash of her butt cheeks as she ran. Bentley was streaking across the lawn.

"Oh man," Kayla said and blushed a bit. We followed the nude girl towards the house and I saw where she was headed. Directly off the back door, there was an indoor pool with an attached hot tub.

"Oh, so this is where you swim." I said to Kayla. That explained her complexion.

"Yeah, most of the time. I burn way too easily in the sun. I'd have all of the cancer if I swam outside all the time."

Bentley had made a b-line for the hot tub and was now lounging in it, fully nude. The bubbles and splashing water hid her pussy, but there was no mistaking her tiny titties just beneath the surface. I took off my shirt and put a foot in the hot tub.

"Nope. Nuh uh. First person in makes the rules, no bathing suits in the hot tub." Bentley grinned at me and waited.

I raised my eyebrows at Kayla and she shrugged as if to say, "Well, she was the first one in" and untied her bikini top. I had forgotten what a sight to behold her tits were. Perfectly white, grapefruit shaped, each topped with an erect pink nipple. The act of dropping her bikini top caused them to bounce and sway. I longed to have them in my face, and to feel their soft weight on my thighs as Kayla did filthy things to my cock with her mouth.

And just like that, I was hard. Kayla quickly stripped off her bottoms and slid into the hot tub next to her friend. They both watched me excitedly as I tugged at the string of my shorts, willing my dick to soften. I pulled them off and my full erection sprang out. Kayla flushed and stared at it, Bentley squealed and clapped.

I stepped into the hot tub too and felt the warm water envelop my body. The temperature was perfect, just warm enough to loosen muscles and relax your body, but not so hot that it was uncomfortable. "That's nice," I said and I nodded my head back on the edge of the tub.

A sudden moment of panic struck me. "Uh... there aren't any cameras in here, are there?"

"Do you think we'd be naked if there were, silly?" Bentley asked. She jumped out of the water and ran around, shouting, "Look at my pussy, Kayla's dad!" She did a cartwheel and said, "Do you like when I spread my legs wiiiide?"

"Point taken," I said, and relaxed a little. Chances are they knew there were no cameras in here. If there were, I was already in deep shit, so there was no reason to leave now. I sat back and enjoyed the view of Bentley's naked body trotting back to the hot tub. Her little tits bounced as much as they could with each stride. I watched her pussy lips contort as she ran, an interesting sight I don't think I'd ever seen before. Her lips stretched with every step and showed her little pink clit hood. She did a forward somersault into the pool and landed butt-first with a large splash.

"Marco Polo?" Kayla asked, hoping over the wall into the pool as well. I followed suit and was relieved to find that the water was heated nicely.

"Who's Polo?" Bentley asked and touched her finger to her nose. Kayla did the same. My puzzled look of confusion must have been funny to them, they both laughed. "I guess Paul's it! Close your eyes and count to 10!"

I closed my eyes and counted out loud. I heard splashes and giggles for the first few counts, and then the girls fell silent. At the count of ten, I shouted the traditional starting phrase, "Marco?"

"Polo!" came two responses, both from the deep end of the pool. I dove and swam hard, trying to cut them off before they could move away from their spots. Keeping my eyes closed (I'm no cheater) I emerged from the water somewhere around halfway down the pool and asked again, "Marco?"

"Polo!" closer this time, I lunged for the voice coming from my left and heard Bentley squeal. I reached blindly in that direction and grazed Bentley's shoulder as she swam past me.

"Got you!" I shouted.

"Nope, you need to hold on to me for 5 seconds," Bentley said. "First one in, remember!?"

I loved an excuse to give one of them a naked hug, but grumbled an annoyed response to not seem too into the idea. I called out again and followed the Polo’s to the opposite side of the pool. I heard some light splashing as someone tread water nearby and whispered "Marco?" again. Kayla whispered back "Polo!" and dove under the water. I threw my arms out and grabbed her mid-dive in an awkward embrace. My arms wrapped around her torso just beneath her breasts, when she tried to squirm away my arms were pushed up and shoved them toward her chin. Her butt was pushed into my crotch and I felt the boner that had been laying half-dormant coming back to life. By the time I counted to five and released her, I had a raging hard on again. I opened my eyes and saw Kayla pouting at me.

"That's two times today you've beat me," she said. I reached out and pinched her thigh lightly and said "Sorry, I'm just faster than you."

"Doubt it!" she said and raced off to the shallow end. I tried to keep up, but I was no match for her, especially with a head start. She finished in time to stand up and watch my pathetic attempt to catch her. Her arms crossed beneath her heaving breasts, she said, "Told you so."

After a few more rounds of Marco Polo, during which I was undefeated thanks to Bentley's 5-second rule and the fact that I am much stronger than either of the girls, Kayla and I went back to the hot tub while Bentley got a towel and lounged in a recliner near the deep end.

"You're a great swimmer, do you compete?" I asked Kayla. She sat across from me and was looking into my eyes. She was beautiful with no makeup and wet, dripping hair thrown behind her. Her green eyes were bright and focused only on me, they seemed to be looking inside me rather than at me.

"Thanks," she said with a smile. "I used to, but I hurt my shoulder doing butterfly in a race and I can't keep up in the other strokes. I miss it."

"That's rough." I said, unsure of how to proceed. Her eyes continued to pierce my soul. Eventually she blinked and rotated over to sit next to me. She put her head on my shoulder and I put an arm around her.

"Do you like me?" she asked softly, her voice barely audible above the bubbles and jets.

"Yes, you're a very special girl." No lies there.

"But do you... Like me, like me?" she blushed a bit.

"In what way? I like spending time with you, especially you, Bentley's fine but you're the reason I'm here."

"But are you attracted to me? Or just..." she glanced over at her best friend, lounging naked on a chair without a hint of shame.

"Definitely. You're unbelievably sexy." Still no lies, she drove me wild.

"Ok. Do you want to fuck me?" she asked.

Oh boy. Here we are, at another fork in the road. Given how far we've gone down the rabbit hole, I doubt you'll be surprised by my answer.

"Fuck yes I do."

Kayla stood up next to me and took my hand. We both glanced over at Bentley, apparently passed out on her lounge chair. "She'll be fine," I said. Kayla snickered and we walked to the door to what I guessed was the rest of the house after grabbing towels from a cabinet. My guess turned out to be right, we entered the kitchen and Kayla led me through it, down a hallway and to a door with her name in big flowery letters on it.

She pushed open the door and we walked into her bedroom. The walls were light purple and covered in posters, various swimmers and rock bands, along with some photos of her and friends tacked to corkboards. Her bedspread and pillows were a darker shade of purple, and there was a single stuffed bunny on her bed. Overall, it was a very well organized room for a teenager. Books were on shelves; clothes were hanging in the open closet, not much debris to be seen. I had a feeling she'd been expecting company.

"I like your bunny," I said, walking to her bed and patting him on the head.

"Thanks," she said with a giggle. I turned to face her and she dropped the towel she'd wrapped herself in for the walk through the house. I stared in awe of her body once more, taking in every inch of her. Her wet hair clung to her neck and shoulders, stray strands falling onto her breasts as well. Her flesh was covered in goose pimples, and her nipples were rock hard. The skin of her breasts was a milky white, differentiated from her slightly red sunburnt shoulders and stomach. Her stomach was flat and athletic, a slight crease down the center showing her abdominal divide. Her belly button was a small innie, not pierced like Bentley's, the skin taut enough that I could see the crinkled spot where doctors had sewn her up and an infant.

Her hips were burnt red except for a narrow line where her bikini bottoms had rested. Her fiery red bush was still wet from the pool and was dripping little drops of water on her bedroom floor. Her thighs and knees were also covered in goose bumps. Her feet were tiny; probably a size 5, and her toes were painted a dark green that complimented her eyes.

"I like your toes," I said, and immediately regretted it when she narrowed her eyes in confusion. "I mean the color, it's pretty. Sorry, you're so beautiful, I'm stumbling over my words."

Her cheeks flushed a bright red as I approached her and dropped my towel. I ran my fingers through her wet hair and kissed her deeply. She held my face and kissed back, our bodies pressed together tightly with my hard penis in between them. It must have been the most passionate kiss I'd ever had.

After several minutes, I broke off the kiss and pushed her gently onto her bed. She laid back and lifted her legs, showing me her pink pussy lips spread open. I got on top of her and kissed her shoulders and chest, kissing every freckle I saw. I slowly moved down her chest, kissing and sucking on her breasts, until I got to her nipples. One at a time, I sucked on each of her erect nipples, licking and nibbling. Her body responded immediately, her back arched and her breath quickened. I slid an arm under her back and pulled her upper body into my face, burying it in her firm tits. Eventually, my tour of her flesh moved on to her flat stomach. I brushed my lips against her belly button and kissed all over her hips. I deliberately kissed my way all the way down one leg and up the other, leaving her pussy for last.

When I finally put my face between her legs, she lifted and spread them so her pussy was easily accessible. I softly kissed the insides of her thighs and her outer lips before letting my tongue loose on her pussy. When my tongue touched her, she gasped and grabbed one of my arms. I pulled away and said, "Tell me what you like."

I put my tongue beneath her opening and licked all the way up to her bush. She moaned softly as I moved it back down. I licked each of her long pussy lips, sucking at them and pulling them around with my lips. Finally, when I focused my attention on her clit, she moaned, "Yes that oh yes."

I made small circles with my tongue on her clit, pushing it around and side to side. I pulled her hood back with one of my hands and licked her little electric button. She bucked and writhed in pleasure, seemingly ready to cum already. I remembered how quickly she'd cum the last time I'd licked her, and pulled away.

"What, why'd you stop?" she asked, pouting.

"I want to feel you cum this time," I said as I stood in front of her with my erection throbbing. I put my erection at her entrance and asked, "Can I fuck you?"

"Mhmm please," she said as she spread her legs further.

I slowly put pressure on her pussy with my dick head and felt her lips give way. Her pussy was tighter than I'd imagined, and easily hotter than the hot tub we'd just been in. It felt as if her lips were on fire on my dick. I easily pushed in about half an inch then met her hymen. "This might hurt for a second, is that ok?" I asked.

"Yeah," she said and closed her eyes.

I pushed a little harder, and it didn't give way. I had never broken a hymen before, so I wasn't sure if this was normal. I was just about to give up when I felt a pop and the force holding me back was gone.

"Oh, oww" she said. I apologized and started rubbing her clit with my thumb to take her mind off it. That seemed to do the trick.

I slowly began pushing in again, pulling out slightly every few seconds to make sure her wet pussy was covering my cock in enough wetness to get in smoothly. After what felt like hours, my cock was entirely inside of her tight pussy. I began softly thrusting in and out of her, small motions at first to see how she reacted. She pushed her body against me and said softly "More."

With my thumb still working her clit, I thrust harder and pulled out further. Her pussy lips gripped my cock as I pulled out, and her wetness made my shaft glisten. The sight of my cock pumping into her little pussy almost made me cum on the spot, so I slowed down and focused more on rubbing her clit. My slow pace let me feel every centimeter of her insides as my dick slid past it. I savored the feeling of being inside her impossibly tight pussy, enjoying every second.

The combination of my thumb on her clit and my cock filling her up pushed Kayla over the edge. I felt her pussy grip me tighter and looked into her eyes as she began to orgasm. Her body tensed up and she let out a surprised "Oh," then began bucking as waves of pleasure overtook her. I began thrusting harder, feeling her pussy convulsing around my hardness until I was ready to cum.

I pulled my cock out just as I started to squirt. The first glob of cum landed on her clit, then one shot over her mound and left some in her bush. The rest ended up on her stomach and tits, with one spurt hitting her on the chin. I hadn't meant to cover her in cum, I just didn't want to cum inside her. Oops.

The sight of her laying in ecstasy covered in my jizz turned me on enough to go for round two, but I figured her pussy had had enough for one day. I lay next to her on the bed and cradled her head as she snuggled up next to me.

"Was that ok?" I asked.

"Yeah, it was so much better than I envisioned."

"Same for me, that was the best sex I've ever had."

She blushed and said "Really?"

"Hands down." Still no lies.

She smiled and put her head on me again. We cuddled for a few moments, and then took a shower together in her bathroom. I washed her tits for her; she thoroughly cleaned my dick and balls. We made out in the shower some more, and a little more in the bathroom as we dried off.

After saying goodbye to a now-dressed Bentley, who seemed offended but not altogether surprised that we'd made love without her, I got in my van and drove home. My emotions were extremely conflicted on that drive. I was absolutely starting to fall for Kayla, probably as hard as she seemed to be falling for me, but was just 14. I couldn't start a relationship with a teenager as a man in his 30's. It wouldn't be fair to either of us.

Unsure of what to do, I laid in bed late that night remembering how Kayla's eyes had searched my soul earlier in the day. Sometime around 11 my phone lit up with a text from her:

"sleepover at my house next weekend? parents gone, it'll b fun!"

yay there’s more!

You're a damn good writer! Do you have any other stories posted elsewhere?

Agreed, this is an awesome story!

PART 3

"I don't know if that's a good idea. I'm worried that I'm not being fair to you."

"not fair how? think your dick isn't good enough for me?"

"I think you want a boyfriend, and we can't be together. I'm too old, you need someone your own age."

"i know you can't be my boyfriend...

"i could be dating people my age. i don't need the distraction of that now, i'm focusing on school."

"But you still want to see me?"

"ya. i like the way you treat me, you're a sweet guy. but you also have a life and i can see you and focus on school too. no strings attached, ya know?"

"Ok... I'm still worried, I really don't want to hurt you."

"you'd hurt me more if that was the reason i couldn't see you again…"

The next message was a picture of her face with an exaggerated pouting expression. Her bottom lip was stuck out and she had huge puppy dog eyes.

"Ok, I can't say no to those eyes. I'll come if I can find a sitter. Who else will be there?"

"yay!!!!!! just a couple friends, but most of them aren't sleeping over."

She sent another selfie, this time with a wide grin. Her green eyes sparkled, no sign of sadness left.

What do you bring to a teenager's sleepover? A toothbrush, for sure. A change of clothes, maybe some PJ's. Condoms? Ordinarily not, but this probably wasn't going to be a traditional sleepover. I packed a light backpack with some shorts and hygiene essentials, leaving the condoms at home. I didn't want to be presumptuous.

My backpack in tow, I drove my minivan to Kayla's house and pulled into the alley we'd used the week before. My son was staying with my brother, having a sleep over of his own with his favorite cousin. My brother had been reluctant to watch the kids, but when I said I had a promising date his tone had changed completely. I guess he'd been more concerned about my dating life than I had.

I'd been texting with Kayla on and off during the last week, after the conversation that had cemented my decision to continue seeing her. Mostly mundane conversation, I liked hearing about how her day was, who was being a bitch today in their friend group, even what homework she was working on. I'd have trouble admitting it to Kayla, but I was becoming very attached to her and pretty much always wanted to be talking to her.

I texted Kayla "Hi, I'm here" and waited by my van. She ran out the side door a few minutes after I sent the text and trotted out to me. She wore her hair in a pair of French braids that tickled her shoulder blades. She had on a light dusting of makeup, her eye color popping even more than usual due to her dark eye shadow. She was wearing a tank top with a pair of short jogging shorts. Her feet were bare, her toes painted a new shade of green.

"Hi," she said with a smile as she approached me, slowing to a walk and giving me a big hug. I embraced her and lifted her off the ground a bit. "Thanks for coming," she said into my shoulder.

"Of course. Who's here?" I asked. I'd become familiar with a lot of her and Bentley's friend group over the last few weeks.

"Umm, well, Bentley, and Kenzie, she's sleeping over too. And there's Samantha, and Michelle, and Jane, and Lauren and she brought some of her friends... There's a lot of people," she said with a nervous laugh.

"Oh, ok. Do they, uh... know who I am?" I asked, realizing I probably should have found that out before coming here.

"Sam does, and I think Kenzie does, she's Bentley's little cousin so she probably knows. But I've only told Sam," she said, giving me a guilty side-eye.

"Oh, Kenzie is Bentley's cousin? She should be fun," I said.

"Yeah!" Kayla said with a laugh, "they're pretty similar. Except Kenzie is ten, and a little more laid back. Wanna go in and meet her?"

We headed into the house through the same side door Kayla had just left, which lead to a den with a large sectional couch and a TV mounted to the wall. There were about a dozen girls lazing on the couch or sitting in a rough circle on the floor. Most wore what I'd call "beach girl casual" clothes, some form of bathing suit top and shorts or pants. Many were barefoot, but I noticed a few had ankle socks on. I figured Kayla's parents must not allow shoes inside and slipped off my Nikes.

I saw Bentley in the corner of the sectional with the youngest girl, a little blonde spitfire just like her in a hot pink bikini top and black sweat pants. Bentley had her hands in front of her as if she was measuring something the size of a large cucumber, and the girls listening to her stared in awe. I caught her eye and she flashed me her famous grin and waved. The girls sitting with her looked over, her cousin blushed and looked away. So, more than a few people knew about me.

Kayla led me over to her, and Bentley bounced up to hug me. "Hi Paul," she said, "We were just talking about you! Kenzie, move so Paul can sit!" She manhandled her cousin out of the way and made a space for me. I sank into the couch next to Kayla and Bentley and listened to the chatter, rarely inserting myself into the conversation. I was introduced to Samantha, a cute half-Asian girl sitting next to Kayla, who was Kayla's friend from summer camp who happened to live nearby. She was shy and said a curt "Hi," before becoming absorbed in her phone again.

I kept catching curious glances from girls around the couch and on the ground. They could have been the natural reaction of a bunch of teenage girls who've just had their safe space invaded by a 30-something man, but I had a feeling they were more than that.

"Does everyone know we've..." I whispered to Bentley.

"Yeah, most of them," she whispered back, "except Lauren's friends. I hate those bitches."

So that explained that. Everyone was stealing glances at the guy they knew was fucking their friends. Well, hopefully they'd heard good things at least.

"I'm bored," Bentley declared. I had a feeling she was usually the one who started party activities. "Let's play a game." She stood up and commanded the room's attention. "Let's play slutty Never have I ever."

"What's that?" one of Lauren's gang of bitches asked.

"It's like Never have I ever, except you lose a point if you haven't done the thing, not if you have. And you have to strip when you lose a point."

"I have... seen a penis," Bentley said, looking around at the group of girls sitting around her. She started the game off after clarifying the ground rules, one article of clothing per point; socks don't count since most girls didn't have them on. The last player with clothes on wins.

Several girls stood up and pulled down their pants, giving sideways glances to me.

"Does my kid's count?" I asked.

"No, has to be your age. Or older," she added with a wink at me.

I stood and pulled off my pants as well, revealing my black boxer-briefs. "Thought so," Bentley said with a smirk. "Ok, your turn Paul."

"Oh, ok. Umm... Oh, I have had alcohol?" I said. To my surprise, only Kenzie rose. She had already taken off her sweat pants, so she looked around at all of the girls watching her and untied her bikini top. She pulled it over her head and revealed her flat chest, her pink nipples small and soft. She blushed and sat down quickly and covered her chest with her arms.

"Booo-ring," Bentley said. "Kayla, you're next."

"I have watched porn," she said, and flushed slightly. Samantha rose and pulled off her pants, along with one of Lauren's friends.

The next bets, about sleeping in late and failing a test, led to one or two more girls pulling down their pants, but so far no one by Kenzie was topless.

"Oh my God, come on guys," Bentley said, "My turn. I have sucked a dick."

More than half the room rose at this one. Two of Lauren's friends took off their bathing suit tops, revealing small tits that they quickly hid. Kenzie rose and took off her bikini bottoms, revealing a pair of white panties.

"Oh my God, you're wearing underwear Kenzie?" Bentley asked exasperatedly. She shrugged and sat back down. "Paul's turn."

"I have licked a pussy," I said, and sat back to enjoy the show. Every girl except Bentley rose and began stripping. I gave her a quick impressed glance, then watched Kenzie strip off her panties. Her pussy was tiny and hairless, tucked tight inside her outer lips, just a slit between her skinny legs. She blushed furiously and sat down. Many other girls, including Sam and Kayla, revealed their boobs. Kayla easily had the nicest, roundest set, everyone else's were pointed, or small, or simply non-existent.

"My turn," Kayla said, "I have masturbated in the shower."

None of the girls moved, except for little Kenzie. She stood up and said, "I haven't done that but I'm already naked..." Kayla looked to Bentley and me unsure of what to do.

"Ok," Bentley said with a grin, "you'll just have to do it."

"Do what?" Kenzie asked, a confused look growing on her face.

"Masturbate in the shower. With all of us watching." Kenzie's look of confusion switched quickly to horror as Bentley crossed the room and grabbed her by the wrist. "Which shower has the best showerhead Kayla?"

"Uh, mine is pretty good."

"Ok, let's go." She pulled Kenzie along towards Kayla's bathroom, and the rest of us followed. Kenzie was trying to pull out of her grip, but Bentley wasn't letting go. It was quite the scene, a naked little girl being dragged along and followed by a bunch of half-nude teenagers. My dick, which had been dormant up until now, started stirring. It seemed to be having the same effect on some of the girls: one of Lauren's nameless friends' nipples were stiffening by the second.

I followed that girl, giving her a once-over. Her dark hair was cut short and held back in a mini-ponytail. Her shoulders and back were toned, she looked like an athlete. Her chest was tanned dark, she was the darkest girl here, but her breasts were milky white and her nipples a dark pink. She was taller than Bentley but shorter than Kayla, maybe 5'4". Something in her eyes caused me to have an instant attraction to her, maybe it was just that she was so into this or her face was naturally seductive.

The caravan of girls reached Kayla's bathroom as Bentley was turning on the shower. The last time I'd been in here, I was cleaning my cum off of Kayla's tits, a memory that only strengthened my erection.

Kayla's shower was large enough for 4 people to stand in it comfortably. It had a bench on the back wall she probably used to shave her legs. The showerhead was a complicated-looking wand connected to a long hose that was sitting in a bracket on the wall.

"The water's warm, get in," Bentley said, her hand under the stream.

"Ok..." Kenzie said. She was standing next to the shower door with her arms wrapped around her shoulders, shivering slightly. She took a step into the steaming shower and seemed to relax. She dropped her hands and let the water run down her slim torso. I watched the water run rivers down her flat tummy and down her pubic mound and legs. She sighed and looked at Bentley for instruction.

"Have you ever played with yourself?" Bentley asked. Kenzie nodded sheepishly, and Bentley said, "Ok, just do what you usually do. When you're into it, take the shower head and put it on your clit."

Kenzie looked around sat on the bench behind her. She spread her legs and put one up on the bench next to her. Her pussy spread open and showed her tiny pink inner lips, barely the size of her pinky finger. Her little clit hood stood out straight, and that's where she put her index and middle finger and began to rub. After a few moments, she began to breathe heavier and seemed to put more pressure on her button.

I glanced at the girls around me, most were watching with a little interest, mostly just because everyone else was. The girl whose nipples I'd seen before, however, couldn't take her eyes off of Kenzie's spread pussy. She was breathing quickly, and she seemed to be rubbing herself through her sweatpants. Interesting. I nudged Kayla and nodded towards the girl. She looked at her for a second, then looked back at Bentley's cousin masturbating in her shower, and finally made the connection.

"Oh!" she said quietly, and looked at me with a grin. I grinned back, and put my arm around her shoulders for a quick side-hug.

"Shower time," Bentley said and stepped into the shower. She took the wand off the wall and handed it to Kenzie, who appeared to have forgotten where she was. She aimed the pulsating water jet at her clit and jumped. She adjusted the angle and moved the water jet around her pussy. Water sprayed off of her slit, and she started moaning every few seconds. I glanced over at the girl I'd spotted and she had abandoned all pretenses and slipped her hand down her pants and was fingering herself. No one else seemed to notice that she was masturbating to the show in the shower.

I looked back at Kenzie just as she started to really moan. Her soft oh's turned into a regular stream of "Oh, oh, oh," as she approached her climax. Finally she peaked and squealed. Her legs slammed shut, trapping the showerhead against her pussy and she threw her head back. Her eyes closed and her mouth moved with silent words. When her ecstasy wore off, she dropped the shower head and slid to the floor.

"What was that?" Kenzie asked.

"You've never done that before?" Bentley asked, confused.

"With the shower? No, I told you."

"No, the orgasm. The thing at the end where you get all tingly."

"Oh, that's what that was? No, I've never done that before either," she said with a grin. Her hand was absentmindedly rubbing her pussy.

"Did you like it?" Bentley asked.

"Mhmm" Kenzie nodded.

Everyone stood around watching Kenzie play with her pussy for a few seconds until Kayla said, "Ok well I'm going swimming if anyone wants to come."

Kayla slipped into her room and changed into a one-piece Speedo suit while the rest of us headed to the pool. She joined us a few minutes later, looking delicious in the tight blue and green tie-dye suit. It rode her crotch tight and showed a little hint of her outer lips around the outer edges of the suit.

I opted to lounge by the pool while the girls swam, enjoying a Sprite and the view. Kayla and Bentley beat all comers in chicken, mostly because Bentley played dirty and tried to rip every girl's top off after a while. There was also a cannon ball competition that gave me plenty of opportunity to examine Lauren's masturbating friend (I gathered her name was Jess from overheard conversations with her) in her bikini. She had a small pair of tits, and a narrow frame, but her ass was quite a sight. It was round and flawless, barely covered by her bikini bottom. It must've been hard to find bathing suits that fit her small top half and generous rear-end.

An hour or so after she got in, Kayla got out of the pool and sat on the lounger next to me. She scooted it close and held my hand. I squeezed back and asked, "So what's the plan for tonight? Most of these girls aren't sleeping here, right?"

"Yeah, most of them are leaving soon. Only me and Bentley and Kenzie are sleeping over. And you, if you still want to."

"I do. What do you think of that Jess girl?"

"She's nice, I had History with her last year. Why?"

"She just seemed really into Kenzie's shower... I don't know."

"Oh! You want to fuck her? I can invite her to stay over, I'm not sure if she will though." Wow, she saw right through me.

"I didn't- I mean... She just seemed into it."

Kayla hopped up and grabbed Jess from the pool and brought her over to our chairs.

"Yeah, he's a cool guy," I overheard as they approached. "Paul, this is Jess, Jess, Paul. We were just talking about sleeping over and Paul asked if you wanted to join us."

I said nothing, but looked at Jess expectantly.

"Oh... I guess I could. I'd have to call my dad, but he wouldn't care. He knows your dad from the club," she said to Kayla. The club. Jeez, these rich kids. "Why do you want me to?"

"Well, Paul saw you enjoying Kenzie's shower earlier," Kayla said as Jess flushed deep red, "and we'll probably do more stuff like that tonight. If you're interested."

"Uh... Yeah, let me call my dad," she said quickly and dashed away.

"Hehe, that was easier than I expected. I'm gonna go tell Bentley our foursome just turned into a five-way."

Most of the girls cleared out after getting out of the pool. By 7:00, the only people left were Kayla, Bentley, Kenzie and Jess. And me, of course. The girls had congregated on the big sectional couch in the living room and were watching re-runs of Pretty Little Liars on TV. I'd never watched the show, so I instantly got confused and stopped paying attention to it, instead focusing on the girls sitting around me.

Kayla wore jogging shorts and a tight tank top. Her breasts were unsupported by a bra, and her nipples poked out of the fabric slightly. She wore her hair down on her shoulders; it was still slightly wet from the pool. Her feet were bare and she had one leg crossed over the other, bouncing one of her feet in time with the music in the show.

Bentley sat next to her, still in a bright blue bikini. Her midsection was slim and tanned, her bellybutton piercing glittering in the overhead light. Her hair was also wet and tied up in a bun. Next to her, Kenzie wore an oversized T-shirt that fell to her mid-thigh. I couldn't see what was under it, but I assumed she wore shorts. She was slowly drawing a comb through her hair, getting out the knots that had formed in the pool.

Jess sat apart from the rest of the girls slightly, wearing the same pair of sweat pants I'd seen her hand down eariler in the day. She wore a loose T-shirt and ankle-length socks. Based on the way her nipples were poking into her shirt, I guessed she wasn't wearing a bra either. Her attention wasn't 100% on the TV like the other girls, she glanced over at me and the other girls a few times.

By 9:30, Jess and Bentley were both getting restless. Ever the instigator, Bentley finally said, "I'm bored,' and stood up. "Want a strip show, Paul?"

I'm never going to be the kind of person who can turn down that offer, so I said yes. She walked over to me and put her legs on either side of one of my legs, pushing her pussy into my thigh. She let her hair down with a sultry look on her face and ran her fingers through it. She pulled the string back of her bikini top loose and let it hang from her neck and played with my ears and hair for a second. Her bikini top hung loose but was still covering her tits until she undid the neck tie and let it fall into my lap. Her tits seemed bigger than I remembered, slightly more than just raised nipples. I didn't get to look at them for very long because she quickly shoved them in my face. As she pushed her chest into me, she undid the ties on either side of her bottoms let them fall down. When she stood up straight again, I saw her naked pubic mound and her pussy lips pressed up against my leg. She began to rub herself against me, small back and forth thrusts that rubbed her pussy up and down the leg of my pants. I reached a hand out to touch her and she slapped it away.

"No touching!" She shouted and hopped off my leg, leaving me draped in her discarded bathing suit. "Who's next? Kenzie?"

"Um, ok. It's gonna be short though." Kenzie said, standing up from the couch. She stood in front of me, and seemed to consider trying to straddle my leg like Bentley had done, but she was too short. I opened my legs up and she stood in between them instead. She quickly ran her fingers through my hair and then hers, and then started to tug off her oversized T-shirt. As it rose above her stomach, I realized she didn't have shorts or underwear on under it. She pulled the shirt off and tossed it on the couch beside me, fully nude. Her chest was entirely flat, her nipples pin pricks standing up in a sea of white flesh, Her pussy was pure white and unblemished, her clit hood barely poking out from where her lips met the insides of her thighs. She turned around and twerked a bit, giving me a fleeting glimpse of her tight puckered asshole before saying "Jess's turn!" and throwing herself on the couch.

Jess smirked, stood up and faced me. Far from the uncertain and inexperienced Kenzie, Jess approached me with a swagger in her step and pushed my legs together. She straddled me across the lap and began to grind into my already raging erection. She leaned forward and breathed in my ear, then tugged her shirt off over her head and covered my face with it. I felt her hands take my hands and place them on her tits. I squeezed softly and felt her breasts give way under my fingers. She continued to grind me for a few moments then took the shirt off my face. I was greeted with the sight of her bright white boobs in my hands, each one barely filling my palm. I let go of her and gazed at her perfectly round boobs. Her nipples were erect again, hard pink arrows pointing up and away.

She dismounted me and turned around to show me her backside. Her shoulders and back were as tanned as her stomach with no pale line across her back where a bikini top would be. She must undo her top at the beach to avoid the tan line. My cock ached imagining her topless sunbathing in public.

She began to rub her round butt into my crotch, dancing to a rhythm in her head. After a moment, she pulled down her sweatpants to reveal a pair of tight pink hip-hugger panties. She resumed grinding on me, and I wished desperately to free my cock and feel her butt cheeks on it. She put her fingers in the waistband of the panties and started pulling them down as she continued to bounce her ass off my boner. She slid them down to her ankles then stood up and turned around to show me her pussy. It was pale white just like her boobs, and had a small patch of dark brown public hair above her slit. Between her legs, her pink lips were visible protruding from her outer lips slightly.

"And last but not least," Jess said, walking away from me and pointing to Kayla.

"Mine is going to be short too," She said and stood up. She reached for the bottom of her tank top and pulled it over her head, her tits bouncing from the motion of their sudden freedom. She took two steps towards me and pulled off her shorts and panties, her bright red bush flashing before my eyes. She took the last few steps towards me fully nude, and when she reached me dropped to her knees and tugged the waistband of my pants down to free my erection. She pulled half of my cock into her mouth in one motion and began blowing me.

Kayla had been practicing her technique. The last blowjob she'd given me had been nice, but this was incredible. I felt my cock hit the back of her throat and felt her tongue rotating around my shaft. Her head bobbed as she sucked and twirled her tongue around me. After a few minutes I was ready to cum and put my hand on her shoulder to stop her. She looked up at me with a sparkle in her eye and took my dick out of her mouth.

"Was that good?" she asked.

"Fuck yes," I said, unable to articulate anything more.

We looked around and saw that Kayla's show had started the action with the other girls. Bentley was lying on her back as Jess, on her hands and knees on the couch, licked her pussy. Kenzie watched Jess's tongue working her cousin's slit, as she rubbed her own. Kayla looked at me and shrugged, she got up and sat next to Kenzie. I stood up and kneeled behind Jess, who was rocking back and forth with the effort she was giving to licking and stroking Bentley. I enjoyed the view of her twin globe butt cheeks, a tiny hole between them, and her pussy beneath. He outer lips had some fuzz on them, and her inner lips stuck out a bit. I leaned in and put my face in her crotch, licking her pussy lips as my nose tickled her asshole. She pulled away from me in shock initially, and then leaned back into my face.

I couldn't really breathe buried in her privates, so I pulled away from her every few seconds to inhale through my nose. I never thought I'd describe the sensation of breathing across someone's asshole, let alone that I would describe it as pleasant and absolutely erotic, but it was. She didn't smell like you would expect someone's poop-chute to smell, it was more of a musky and heavy aroma. Her pussy tasted similar, a thick flavor that was at once overpowering and incredibly arousing. I leaned into her and felt the tip of my nose prodding at her ass. She moaned and leaned back, putting more pressure on her pussy and ass.

"Do Kenzie now," I heard from somewhere outside of Jess's ass. I pulled my face away and saw Bentley walking away from Jess and Kenzie taking her place in front of her mouth. She spread her legs and her tiny slit spread open, her pink lips pushing out of her body. Jess licked her whole slit from bottom to top and Kenzie's body shivered.

I returned my attention to Jess' pussy and saw that she was now dripping wet from my tongue and her own flowing juices. Her lips were spread open and I could see a little down her vaginal canal. Her insides were bright pink and squirming, almost like she was clenching her pussy like a fist. From between Kenzie's legs I heard her moan, "Fuck me." She took the words right out of my mouth.

I rose from my knees and put my dick head at her opening. I pressed forward and speared into her pussy about an inch then got stuck. I pulled out and pushed in again, gaining another half-inch or so. My God, she was tight. Her pussy was gripping me like a vice, I could barely move. I pushed in again and again until most of my dick was inside of her, and then paused. Her pussy was indeed pulsating, her insides clenching on me every other second. I had a feeling I could cum just from keeping my dick inside of her like this.

But where's the fun in that? I pulled out and started thrusting into her clenching tightness, feeling her butt as she pushed back into me willing me to thrust harder. I built up a steady rhythm and started playing with her butt and asshole with my fingers. I spread her cheeks and ran my fingers down her crack until they met where her throbbing pussy and my cock were joined; I wrapped my fingers around my cock and played with her clit. With that sensation, she became too tight for me to fuck; I was stuck outside of her. I tried to push in but she was clapped shut. I looked up at her head and realized she was cumming, her face was in the pillow cushion and she was moaning into it. I played with her clit until she collapsed in front of me, totally spent. I met eyes with Kenzie, still spread wide in front of Jess, and she mouthed the word "Wow."

I looked around and saw Kayla and Bentley on the other end of the couch, watching us. I pointed at Kayla and beckoned her over. "Want to finish me off?"

"Yeah, I want to be on top," she said, rising from the couch and pushing me into a reclined sitting position. She straddled me, her pussy hovering just above the head of my dick. I looked into her stunning eyes and kissed her. As we kissed, she gripped my dick and guided it into her pussy, sliding all the way down my wet shaft in one movement. I moaned into her mouth and grabbed her firm ass cheeks.

"Oh God that's incredible," I gasped. She started moving up and down on me, her pussy creating soft suction with every rise and pushing me deeper into her insides with every fall. It was absolute heaven after the too-tight pressure of Jess.

I heard Bentley and Kenzie talking as they sat next to us, but couldn't understand what they were saying. I figured it out when I felt two tongues on my balls, and then felt each of my testicles get sucked into a mouth. Their faces must have been jammed into Kayla's ass, but in that moment I didn't care at all. Between Kayla's blissful pussy and my balls getting sucked on, I couldn't take it and started cumming. I pumped long squirts of cum into Kayla's pussy. My arms started to tremble with the strength of my orgasm. I felt my cum dripping out of Kayla's pussy and down my balls, the girls sucking on them lapping it up. After what felt like 2 minutes, I was finished and the girls released my balls and dick.

Kayla's pussy was a wet sloppy mess, covered in my cum and her wetness. I pulled her onto the couch next to me and licked her clit, sucking on her button until she came. She shook and let out a squeal, then cuddled with me when she was done.

The girls and I all went to Kayla's bathroom and showered together. Kenzie washed my dick and balls on her knees in front of me, examining me in a way that frankly made me a little uncomfortable. Jess and Bentley started kissing in the shower, and when we were done went off to a room together. I doubt they got much sleep that night.

As for me, I slept in Kayla's bed with her. We spooned and she told me about her class schedule for the upcoming semester. She fell asleep with her head on my chest, and slept that way for a while. When I woke up, she was already out of bed, putting on clothes and talking about breakfast with the girls. I slipped out after breakfast, saying goodbye to everyone and giving Kayla a kiss on the head.

We still text sometimes, but she's busy with her life and I'm busy with mine, so we haven't met up in a while. She wasn't my first girlfriend, and won't be my last, and I guess technically wasn't my girlfriend at all, but my time with Kayla (and Bentley) changed my life. For one thing, I look at girls in line for rides at theme parks with a whole new appreciation.

Bravo, amazing story TC, this anon absolutely loved it!

Absolutely incredible story, hope there is more soon.

Excuse me for necro-ing this thread, but I wanted to share my thoughts in case the author still lurks this board.

This was a fun story. There was a nice contrast between Kayla and Bently (in personality as well as appearance), and it's just fun overall. The moments of hesitation from the MC help make it just believable enough to keep me engaged and grounded in reality. The story both feels complete and incomplete at the same time, because life be that way sometimes. If you don't come back to this story, I hope to see you share something else that you've written!