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Introduction:

Little Susie envies her big sister until she attends an unsupervised party hosted by her older sister and discovers her sister has nothing on her.
Susie was jealous of Belinda. Her 17-year-old sister seemed to have
everything Susie wanted: she was allowed to stay up late, to go to
teenagers' parties by herself, she was always surrounded by
attractive older boys, and, not least of all, she had real breasts.
Not like the little buds that were just beginning to form on
12-year-old Susie's chest, but real, rounded, shapely, succulent
teenage breasts that attracted all the boys.

Belinda, on the other hand, viewed Susie (or "little Susie" as she
and her friends called her) as more or less of a pain. She was
constantly trying to get her little sister to stop following her
around so she could party with her friends -- hang out and drink and
smoke and make out with boys. Although still a virgin, she loved
making out and letting boys fondle her breasts and rub and squeeze
her nipples. She had even let a few finger her pussy to orgasm and
she had something of a reputation around the senior class in her high
school for giving a great hand job.

Needless to say, Belinda was extremely popular with the boys and
there always seemed to be several around whenever Susie wanted to
hang out with her big sister. The boys and Belinda did their best to
ignore little Susie, which only fueled her jealousy.

Not that Susie wasn't a very attractive little girl. Medium-length
dark brown hair framed an olive-skinned, perfectly proportioned face
with slightly pouty lips and an adorable little nose. Susie had deep
brown eyes, an infectious giggle, and a bright smile that showed cute
dimples. Though her breasts were barely starting to form, little
Susie's legs would have been the envy of any older girl. Seeing her
walk down the street, even grown men found themselves transfixed by
the rising and falling hem of little Susie's skirt, entranced by her
shapely, smooth and perfectly formed golden calves and thighs (Susie
preferred the freedom of skirts and dresses to the confinement of
pants). Her petite, nubile figure certainly attracted the attention
of some of the more aggressive boys in her seventh grade class, who
sometimes tried to "cop" feels of her budding breasts and
irresistible little behind. Susie was definitely not interested in
them, however. The high school senior boys her sister hung out with
seemed so much cooler and more mature, if only she could get them to
pay attention to her.

Susie knew that her sister made out with her boyfriends, but she
didn't give sex much thought until the day she accidentally spied her
sister giving a guy a hand job. She was shocked! She had hardly
seen a penis before, and certainly not an erect one! Little Susie
watched, totally fascinated, as her sister's slick hand caressed the
boy's shaft. It was so vibrant, and seemed to have a life of its
own. Susie gulped as Belinda began to stroke more rapidly and firmly
and the boy's breaths grew shorter and more labored, becoming moans
of pleasure and desire. When the boy groaned and his come shot out
into the air, landing in big white globs on Belinda's face, hands and
clothes, little Susie gasped in surprise and excitement. A shiver
like an electric shock shot through Susie's entire body as she
watched the white come spurt out of the boy's penis again and again.

Little Susie couldn't stop replaying that scene in her mind. She
began to fantasize about cocks. Although she knew what sex was, her
innocent mind couldn't quite picture what it was like, so little
Susie's fantasies centered around being surrounded by lots of hard
penises, and of having them rubbing all over her face and body.
While having these fantasies, Susie noticed a strong tingly feeling
building between her legs, and she instinctively pressed her legs
together to intensify the feeling. Soon she discovered that she
could feel even better if she rubbed herself down there, and not long
after that she was regularly bringing herself to mild climaxes while
fantasizing about being surrounded and rubbed all over by hard,
vibrant, lovely penises.

One day, the girls' parents told Belinda they would be going off on a
much-needed getaway weekend, leaving Susie in her charge. Now that
Belinda was nearly 18, they felt comfortable doing so. Belinda, like
any self-respecting teenager, immediately made plans for a party at
her house, while trying her best to persuade little Susie to sleep
over at a friend's house that night. But Susie would have none of
it. There was no way she was going to let herself be shut out of an
unsupervised party at her own house. The very thought of being there
thrilled her no end. Using the threat of telling their parents about
the party, Susie finally got Belinda to reluctantly agree to let her
stay. Belinda was disappointed and resentful, but came up with some
rules that she thought would protect herself and Susie and still let
herself have some fun.

"Okay, you can stay for the party, but no drinking liquor or smoking
ANYTHING for you," she told Susie sternly. "Also, anything you see
stays with you. You are not to report anything to anyone, not even
Rachel." (Rachel was Susie's best friend.) "And my bedroom is OFF
LIMITS, period. You are not to set foot in there for any reason
whatsoever. Do you understand?"

Susie readily agreed to Belinda's terms. She had no particular
interest in drinking or smoking. Having never been to a party given
by older kids, she didn't really have any idea what might go on
there. She was happy just being allowed to hang out at a party with
Belinda and her cool friends. She reveled in the anticipation of
staying up late like her sister and having fun hanging out with the
older kids. And maybe some of Belinda's cool high school senior
friends would talk to her.

On the day of the party, both girls were nervous and excited.
Belinda put on her slinkiest, sexiest dress. She was looking forward
to having her pick of boys to flirt and make out with, to feel her up
and maybe even make each other come. To Belinda's annoyance, Susie
kept hanging around as the older girl dressed and put on her makeup.
Susie thought Belinda looked stunning! Little Susie begged her older
sister to let her put on some of Belinda's makeup too. At first,
Belinda refused. But, after tiring of Susie's continual pleading,
she finally relented.

"Okay, little Susie, but just a little bit. We don't want you
looking like a little whore. Here, let me put it on for you." Susie
was happy that her sister was willing to help her, not only because
Belinda was an expert makeup artist, but also because she had been
nasty and curt to Susie all day. Susie knew it was because Belinda
was annoyed that her little sister was crashing her party. She was
glad that Belinda had stopped being mad at her -- at least enough to
give her a little sisterly help with makeup. When Belinda was done,
little Susie looked at her face in the mirror. It was perfect!
Belinda had applied just the right amount of blush and lipstick to
give Susie's pretty face a definitely sexy, yet demure and innocent
look. Susie felt so much older and more mature looking in the
mirror. 'God, I could pass for fourteen,' she thought excitedly.

"Oh, thank you, thank you!" cried Susie, hugging her older sister.

"Yeah, yeah, okay," replied Belinda, grudgingly accepting her
sister's gratitude. "If you really want to thank me, just remember
our rules."

"I will," replied little Susie solemnly.

The party took a little while to warm up, but soon there were lots of
kids dancing, talking and having a good time. Susie was excited to
be part of it, but was a little surprised at how out of her depth she
felt. She stayed close to Belinda as much as she could. But around
10:00 (Susie's usual bedtime), her older sister disappeared with a
guy into her bedroom and little Susie was on her own. She wandered
aimlessly around the party. She knew some of the guys and girls
there, but none of them were interested in dancing with her or giving
her more than a friendly, if patronizing, hello. Anyway, the music
was too loud and raucous for her.

Susie knew she had promised her sister no drinking, but out of
nervousness and boredom she sneaked a few sips of wine from some of
the kids' glasses when they weren't looking. Little Susie wasn't
used to alcohol -- she had only had it a few times on special
occasions. She liked the effect the wine was having on her, making
her feel more relaxed, attractive, and sexy.

She also felt a little tired. She decided to go upstairs to her room
for a while to get away from the party, which was turning out to be a
disappointment for her. On her way to the stairs, she passed the TV
room. The lights were low in there, but glancing in, she could
clearly see two couples making out. On the loveseat, a boy and girl
were amorously entwined, French-kissing and wriggling against each
other, while on the sofa another couple was doing pretty much the
same. Susie stood in the doorway, unable to stop herself from
looking in on the scene unfolding before her. The couples in the
room seemed oblivious to her presence. Susie wasn't sure, but she
thought the girl on the loveseat might be Belinda's friend Kelly, a
pretty 16-year-old junior. Her long blonde hair fell down across her
face as she sat across the guy's lap, passionately kissing him.
Susie could see the boy's hand slowly sliding up and down the young
girl's thigh. She thought she heard a throaty moan as he began
softly caressing her breast through her dress with his other hand.
Susie gulped as she saw his hand snake up under her dress. The girl
pushed the boy's hand away twice, but when it returned a third time,
she let him continue, and Susie watched spellbound as the girl
allowed her dress to be hiked further and further up her shapely
young legs, her thighs parting slightly as the boy's hand disappeared
below her dress.

Meanwhile, the pair on the sofa seemed to have progressed even
further than the other couple. Susie recognized them as Bobby and
Melissa, who were in Belinda's class. She could see that Melissa's
top was partially undone, casually revealing one small, bare breast.
Her exposed nipple glistened slightly in the soft light. But Bobby's
attention seemed to be elsewhere. As they kissed, Susie noticed that
Melissa's jeans were unzipped and that Bobby's hand seemed to be
buried in the girl's crotch. The thin fabric of her panties pulled
and stretched over the teenage boy's busy hand, and her slim hips
rose and fell in rhythm to his caresses. Susie found herself
imagining what it would be like to feel what Melissa was feeling at
that moment, and she caught her breath as she felt a familiar warmth
building in her pussy. Melissa's eyes were closed as she breathed
heavily, but Bobby's eyes were not, and he happened to glance over at
the doorway where the preteen girl stood. Susie felt like running,
but felt rooted to the spot. For a long moment, their eyes locked.
Susie felt a shiver of arousal course through her young body when
Bobby smiled at her as he continued to kiss the girl and finger her
pussy. But when he winked salaciously at her, she panicked and fled
upstairs. Flushed and flustered, she paused at the top of the stairs
for a minute, holding onto the banister until her heart slowed down a
bit and her breathing returned to normal.

When she got to her room, she was surprised to see five nice-looking
guys, all about seventeen years old, sitting on the white shag carpet
in a rough half circle, smoking a joint. Susie knew two of the guys
in the room, Frank and Jim, who were Belinda's friends. She liked
them and thought they were cool guys, though they had never paid much
attention to her. The other three she had never met. Frank greeted
her with a friendly but distracted "Hey, Susie" when she appeared in
the doorway. 'I guess Belinda didn't tell anyone MY bedroom was off
limits,' Susie thought. Even though it was her own room, she didn't
feel like she could ask the guys to leave. Not knowing what else to
do or where else to go, little Susie stepped into her room, kicked
off her sandals and sat down in the circle. She was wearing a
mid-thigh length pleated navy blue skirt, a loose white cotton
blouse, and a light pink crew neck sweater. Her dark brown hair was
pulled back in a loose ponytail. As little Susie sat down
cross-legged on the floor with the boys, her skirt rode several
inches up her shapely tan thighs and she was aware that the boys
directly across from her could probably see all the way up to her
thin white cotton panties. However, little Susie was tired of being
not noticed, and the wine had induced a certain recklessness in her.
Besides, the thought that the boys might be able to see her panties
added to the sexy buzz she still felt from the scene she had just
witnessed downstairs. She decided to let the skirt stay where it was.

The boys were avidly discussing sports as they passed the joint
around while rock music played softly on Susie's tape player. The
boy on Susie's right was in mid-sentence, talking enthusiastically
about some basketball player, when he absent-mindedly passed the
joint to his left, not even noticing who it was going to. Not
knowing what to do and feeling self-conscious, little Susie took the
joint from his fingers. She had never really cared to try pot, but
didn't want the guys to think she wasn't cool. Susie nervously
brought the joint to her lips and tried sucking on it like she had
seen the guys do. She immediately started coughing uncontrollably.
This certainly got the guys' attention, but not in a way that Susie
had wanted. She was terribly embarrassed.

"Hey, it's okay," Frank laughed, seeing her embarrassment once she
had recovered from coughing. He quickly snatched the burning joint
off the carpet where little Susie had dropped it, while another guy
handed her his beer, which she gratefully accepted and gulped down to
soothe her burning throat. "Did you really want to smoke that,
Susie?" Frank asked her. Too embarrassed to admit otherwise, Susie
said yes.

"Then here, let me show you how it's done." Frank smiled at Susie,
finding that he was taking pleasure in corrupting this innocent young
girl, his friend's little sister. The other four boys looked on with
amused interest. He re-lit the joint and put it to Susie's lips,
placing his hand lightly on her shoulder for balance. As casual as
Frank's steadying hand on her shoulder was, Susie was very aware that
this was the first time he had ever so much as touched her. She was
surprised at how intensely she felt the gentle yet firm pressure of
his warm fingers on her. She detected a faint whiff of him as he
leaned toward her. Sensing his masculine aroma so close to her was
slightly intoxicating.

"Now just take a little into your mouth," Frank instructed her.
Little Susie closed her eyes and obeyed. "Okay, now let a little bit
go down into your throat." Little Susie did so and coughed again,
but not so badly this time. After several more tries, she was
starting to get the hang of it. And she loved being the focus of
attention of the five guys who were teaching and encouraging her.
Though her throat hurt a little, she was enthralled by the
sensuousness of learning to suck the sweet smoke into her body.

Little Susie kept practicing inhaling marijuana smoke under Frank's
tutelage while the other guys kibitzed. When she finally was able to
take in a small lungful, hold it in, and blow it out without
coughing, the boys broke into a spontaneous "Awright!" as little
Susie laughed along with them. As the pot began to hit her, the
whole thing suddenly seemed unbelievably funny to her and she found
it hard to stop laughing and laughing. When she finally calmed down,
she was suddenly aware of five pairs of eyes looking at her with
curiosity. She was again aware that her panties were probably
showing. She felt silly and flushed and hot. The room suddenly felt
too warm, and her pink sweater felt stifling.

"God, I'm hot," little Susie giggled nervously, unaware of the double
entendre she was making. She reached down to pull off her sweater.
In her inebriated state, her fingers accidentally caught the hem of
her loose blouse and lifted it along with the sweater, exposing first
her nubile young belly, then her tiny little bra, to the gaze of the
five boys.

"Holy shit, she IS hot!" exclaimed one of the guys as Susie's hands
unwittingly lifted her sweater and blouse over her shoulders,
covering her face.

"Yeah, take it all off, baby!" another guy joked.

Suddenly realizing what she had done, little Susie jerked her blouse
back down to cover herself before carefully pulling her sweater off
over her head with one hand, holding down her blouse with the other.
The guys laughed and Susie had another small giggling fit.

"Oh, God, that was, like, SO embarrassing," Susie squealed, rolling
her pretty brown eyes up toward the ceiling and blushing down to her
toes.

"Man, talk about a hot flash," chuckled Frank.

"Yeah, you've got a hot little body," chimed in another boy.

"Yo, Billy, twelve-year-old girls aren't supposed to be 'hot',"
replied Jim.

"What?" Billy retorted. Gimme a break! That's no twelve-year-old
girl!" He turned and looked at little Susie. "You're not twelve,
are you?"

Little Susie would have loved to lie about her age right then, but
she knew that Jim and Frank, Belinda's friends, knew the truth. The
girl reluctantly admitted, "Well, actually, I am, but..."

"Damn. I thought for sure you were at least fifteen," Billy said,
flattering her. "Well, let me tell you, you're definitely the
sexiest twelve-year-old girl I've ever seen."

Susie blushed again at the compliment, looking down at the floor.
Belinda's make-up job must have done the trick, she thought.
"Thanks," she managed to say.

"Oh, you are quite welcome, ma'am," replied Billy with exaggerated
chivalrousness, his eyes searching out and capturing hers, burning
into them. Susie sensed him appreciatively looking her up and down.
"Mmm, mmm," he muttered, half to himself. Susie's body responded to
his frankly sexual gaze with a little shiver of excitement, but she
was still very embarrassed.

An awkward silence followed as the boys shifted nervously. Susie
thought she should explain herself.

"Hey, like, I really didn't mean to do that, it was, like, totally an
accident, really," she said, rolling her pretty brown eyes upward.

One of the boys cupped his hand over his mouth and said in a mock
undertone, "That's all right, we could already see your panties."

The guys burst out laughing again. "Shut up, Chet! I can't believe
you said that, you loudmouthed asshole," laughed Jim, shoving the boy
in the shoulder and knocking him halfway over.

Having been caught in her little exhibitionist game, little Susie's
face burned an even deeper crimson. Strangely enough, the burning
was spreading to the already stirred-up region between her thighs.
Having her body be the focus of attention of these guys, and hearing
herself described as "hot" and "sexy" was having a definite effect on
her. But the girl's overwhelming embarrassment caused her to adjust
her skirt downward, at least enough to hide her panties from the
boys' gaze.

"Goddamnit, Chet, you spoiled the show!" chimed in another guy,
whose name she didn't know.

Little Susie, flooded with conflicting feelings, cast her eyes down
at the floor.

"Okay, that's enough guys," interrupted Jim. "You're embarrassing
her. Hey, she's just Belinda's kid sister." Jim had been just as
turned on as the other guys by Susie's little show, but being
Belinda's friend, he felt some responsibility to rescue Susie from
the lewd comments of his friends and a situation that looked like it
might be getting out of hand. He looked around him at the pastel
furniture and the stuffed animals on the bed. "Hey, I bet this is
your room." Susie nodded. "Oh, shit, it's probably your bedtime and
we're intruding. Come on, guys," he said to the group, "we should
let her have her room back." He started to rise. The other guys
made complaining noises but followed suit, rising to their feet.

"Hey, wait." Susie's soft, tentative voice stopped the guys in their
tracks. "You don't have to go. I...I was...having a good time."

"Naw, we really should go," Jim said, though he now hesitated in his
tracks.

Faced with the prospect of the guys leaving her, little Susie
realized how much she had been enjoying their attention and how much
she didn't want to lose it now. Somewhere beyond the buzz of wine
and pot in her head, she knew it wasn't a good idea to ask them to
stay after what had just happened, but Susie couldn't bear the
thought of them leaving her alone now.

"No, please stay." Little Susie looked up at them imploringly from
where she still sat on the white shag carpet.

Jim shot Susie a serious, questioning look. "Susie, are you sure you
want this?" he asked her.

"Yes," replied Susie quickly, her face brightening. Then, replaying
Jim's question in her mind, Susie's stomach suddenly lurched at the
thought of what Jim might have meant by 'this', and of what she might
have just agreed to, but she was too shy to ask him.

"All right," Jim replied with a slight shrug. The guys sat back
down, rejoining Susie on the carpet. There was an awkward silence as
everyone tried not to stare at the pretty little girl in their midst.
Having asked the boys to stay, Susie now felt responsible for
entertaining them somehow, or at least for getting the conversation
going.

Not knowing what else to say, Susie nervously asked, "Hey, does
anybody have another joint?" She felt her voice catch in her throat
as she asked the question.

"Yeah, sure," one of the boys (Chet? Susie wasn't certain) said. He
pulled one out and lit it up. The stilted silence resumed as the
joint was passed around.

When the joint reached Susie, she took a little hit and said, "Hey,
guys, thanks for showing me how to do this without killing myself."
They all had another laugh about her earlier coughing fit. Everyone
started relaxing a little and the guys began asking Susie questions.

"So, is this your first time smoking pot?" Chet began.

"Yeah, how could you tell?" replied Susie, provoking more laughter.

Billy asked, "So, did you get high?"

"Well, yeah, I'm pretty sure, I mean otherwise I would never have..."
'Oops, I shouldn't have said that,' thought Susie. Suddenly
flustered, she stopped in mid-sentence.

"Yeah? Never have what?"

"Oh, nothing," Susie replied, beginning to blush again. "Never mind."

"No, really, what were you going to say?" Billy continued to press
her.

"Well...just that I would have been more careful..."

"Careful?"

"...with my clothes..."

"Ohh, you mean your little show?"

"Oh God, that was, like, TOTALLY embarrassing!" Little Susie giggled
a bit uncomfortably.

"I'm sorry if we embarrassed you, Susie, but I have to tell you, it
was really a turn-on," said Jim.

"It was? Really?"

"Are you kidding?" said Chet incredulously. "With your panties
showing and your shirt pulled up over your head? God, that was just
about the sexiest sight I've ever seen in my life. I was just sorry
to see the show end. Of course, I'm sure these other guys weren't
turned on by that in the least, right?"

Multiple emphatic mock denials ensued amid laughter all around, which
helped to hide the fact that Chet's explicit description of little
Susie's exposed body had deeply embarrassed her, yet thrilled her to
her core.

But Susie's silence and flushed face had not escaped Billy's notice.
He turned to her. "Hey, Susie," he said softly, "you must have
enjoyed it at least a little bit, too, or else you wouldn't have
asked us to stay, right?"

Little Susie looked down and bit her lip, saying nothing. She knew
that her silence was a tacit "yes" to Billy's question, but she
couldn't bring herself to deny that he had spoken the truth.

"Come on, tell us you didn't get a little turned on," Billy pressed
her.

Susie squirmed under Billy's questioning. She felt so ashamed she
wished she could disappear, but the burning shame and the growing
arousal she felt were becoming harder to distinguish from one
another. Though she knew her silence meant another "yes," Susie
couldn't bring herself to speak.

As Billy pressed on, his voice became softer. "How about giving us a
real strip tease, Susie? I bet you'd really like that, wouldn't you?"

Silence. "I...I don't know..." Susie stammered.

"Hey, we've already seen your bra and panties," volunteered Chet.
"You wouldn't have to go any further than that."

Susie paused. "Well, I dunno, I mean if you're sure I wouldn't have
to go any further..." She couldn't believe she was actually
considering this!

"Not unless you wanted to," Frank assured her. The other guys nodded.

"Come on, it'll be fun," encouraged another guy, the one whose name
she hadn't heard.

All eyes were now on little Susie. She felt the unbelievable sexual
tension in the room and couldn't believe it was focused on her. This
realization sent an unexpected little thrill through Susie's crotch
and she inhaled sharply in response. She was both excited and
scared. As little Susie looked around at the guys, she found her
mind wandering back to her favorite fantasy; and an image flashed
through her mind of the five guys in the room as five hard, throbbing
cocks rubbing all over her. The tingling in her pussy was becoming
more intense. She felt lightheaded with excitement and fear. Little
Susie looked around again at the guys. She saw looks of friendly
reassurance mixed with quiet anticipation directed at her.

"Well...okay, I guess," little Susie heard herself say in a shaky
voice.

"Yeah, all right!" The guys couldn't believe this was happening
either.

"But I'm a little thirsty from smoking," she continued, buying
herself a little time. "Can I have something to drink?" One of the
guys got up and poured her a glass of wine. Little Susie took the
glass and drank it quickly, feeling the alcohol burn gently through
her, relaxing and emboldening her. She stood up in the middle of the
half circle of guys looking up at her. She was unsure of what was
about to happen. Chet got up and turned the music up a little
louder. When Susie saw Jim get up and lock the door of her room, she
felt another lurch in the pit of her stomach and knew there was no
turning back. Part of her was wondering how she had gotten herself
into this, and part of her was trembling with excitement.

As she stood among the sitting guys, some of whose names she didn't
even know, her beautiful young face flushed with the thought of
showing herself to them, and she hesitated.

"Come on, little Susie, do it for us. Take it off for us," Billy
softly encouraged her. Little Susie began swaying to the music.
Another joint was lit. Susie reached down eagerly for it, inhaled
before passing it on, and closed her eyes. She pulled out her
ponytail and shook her hair loose. It fell to her shoulders, framing
her angelic face. Continuing to move to the music, she nervously
undid the top button of her blouse. She was immediately rewarded by
encouraging noises from the circle of boys, who complimented her on
her sexy body, urging her to show them more. She undid a second
button, then a third, and her little bra came into view. She was
beginning to enjoy herself now; she loved the attention she now
commanded from the boys, and the feeling of exposing her body to
their hungry eyes was intoxicating. The tingling feeling between her
legs began to take over her consciousness, bringing on a sense of
reckless abandon. Little Susie was suddenly impatient to undo the
rest of the buttons, but she forced herself to maintain her slow
tease.

When all the buttons on little Susie's demure white blouse were
undone, she slowly slipped it off her shoulders and let it fall to
the floor. As the guys whooped their approval, Susie grinned, her
cute dimples showing. On an impulse, she kicked the blouse over
toward Frank, who picked it up eagerly. Her eyes now wide open,
little Susie fed on the lustful looks and words of encouragement she
was getting. The tingling in her pussy was gaining in intensity and
spreading to her nipples. As she moved to the music, Susie
absentmindedly brushed her fingers over her tiny bra-covered breasts.
She suddenly felt impatient with the article of clothing that was
preventing her from feeling her nipples directly. Knowing full well
she was about to go into uncharted and dangerous territory, but too
aroused now to stop, she reached behind herself to unfasten her bra
before she could give herself a chance to reconsider. Spurred on by
the boys' encouragement, she undid the clasp, causing the bra to slip
a little bit down her girlish chest.

Susie let a bra strap fall over her shoulder, letting it linger there
a while as she gyrated to the music, eyes half closed, before
slipping off the bra entirely, revealing two tiny mounds topped by
the cutest little light brown nipples, now fully erect. The thought
that she was now showing off her bare titties to the boys fueled her
arousal even further. She could no longer resist touching herself.
Susie let her hands go where they wanted to, and a low moan escaped
her soft, half-open lips as she lightly ran her fingers over her
nipples, then gently squeezed them. The boys, who had been murmuring
soft encouragements, let go an audible "Oh!" as she did this. As
little Susie tossed her bra to another boy (a strange boy was now
holding her intimate undergarment!), she noticed that they were all
now rubbing at their crotches, and she could see the outlines of
their erections straining against their pants. Little Susie hadn't
seen a real hard penis since she had spied on Belinda's hand job
months ago. Now there were five right in front of her, and she
wanted so badly to see them in all their glory!

Then, as if he were reading her mind, she saw Jim unzip his pants.
She gasped as his hard cock poked out of the fly of his boxers. It
looked so beautiful and sexy, and it was pointed straight at her.

"Yes, take them out, I want to see them all!" she heard herself
exclaim. ('Oh my God, I can't believe what I just said,' she thought
as her sweet innocent face burned with the brazenness of her request.)

But little Susie got what she asked for, and immediately there were
five real live, hot and hard cocks pointed at her as the guys removed
their pants and underwear along with their shoes and socks. Susie
nearly fainted with excitement as she feasted her eyes on five
wonderfully stiff, excited cocks. This was her fantasy come true!
Well, almost. That last thought, the thought of what was still
missing from her fantasy, made her weak in the knees. The guys
resumed slowly stroking their now naked cocks as they watched this
beautiful, hot, bare-breasted preteen girl display herself to them.

Before she knew what she was doing, little Susie's hand had found its
way under her skirt to her panties. What? Had she peed in them?
No, oh my God, she thought, that's my pussy being wet! She felt
embarrassed at first, but then found herself becoming excited by what
she had done to herself. The sweet, innocent 12-year-old suddenly
wanted to show these boys how wet she was. Little Susie's hand shook
with lust as she undid the buttons of her skirt, unzipped it and let
it fall to the floor, revealing her soaked panties to everyone. The
wetness made the thin material of the panties cling to her and also
made them semi-transparent, so that the outlines of the little girl's
slit were visible to all. The musky smell of little Susie's arousal
began to fill the room.

Susie could no longer contain herself. Her fingers slipped under the
waistband of her soaked panties, and she began to rub her small
fingers up and down her tiny slit. She had never been so open or so
wet, and though she had furtively masturbated many times before, she
now found her clit for the first time.

"Oh my God, oh, ohh," as her fingers found it again and again.
Little Susie, the pretty 12-year-old virgin, was on the verge of her
biggest orgasm ever, right in front of five guys excitedly stroking
their cocks at her! "Oh my God, oh my God, yes, YES!" as she
brought herself to a shattering climax, falling to her knees on the
carpet with her little hand still stroking her pussy under her soaked
panties. She had never dreamed she could cum so hard!

Then, to her amazement, while she was still cumming on her fingers,
Jim and Chet groaned and shot thick wads of white sperm at her.
Susie felt one big, hot wad splatter across her little breasts, and
another one splash across her bare thigh. Normally, after
experiencing an orgasm, Susie would have had enough and stopped. But
the sight of the sperm shooting on her and the feel of its hotness on
her body, along with the continued presence of five erect penises,
fueled little Susie's lust to a never-before-reached peak. Still on
her knees, she looked down at the sperm dripping on her body. As she
contemplated how utterly debauched she must look, in her dripping wet
panties and splattered with sperm, a fresh, even stronger wave of
desire filled her as she knelt among the boys, breathing heavily.
Susie knew she needed more, but didn't know how to continue. A
little whimper of animal lust escaped her lips as she looked
pleadingly at the boys' faces.

For a moment, everyone in the room was still. Then, Billy reached
out and began stroking little Susie's tits, and using the cum on her
chest as lubrication, he gently rolled and squeezed her nipples
between his fingers. Chet crawled over and slipped his fingers under
the waistband of Susie's wet panties. He began teasing his fingers
over Susie's wet, aroused preteen slit. The boy whose name Susie
hadn't learned crawled up behind Susie and began to ease her soaked
panties down over her slim hips. He slowly pulled them down her
thighs until they were at her knees, and began caressing her cute
little bare behind. Little Susie was so overcome by these new
sensations that she fell to her hands and knees. She felt her
panties being jerked past her knees, pulled down to her ankles and
then removed entirely. Now completely naked, she saw the boys
removing the rest of their clothes as well.

>From her new vantage point on all fours, Susie saw that Frank was
sitting directly in front of her, masturbating himself as he looked
at her. She found his hard penis irresistible and reached one hand
out toward it. He obliged by inching closer. Little Susie slowly
wrapped her small fingers around his shaft as she felt her first cock
in her hand. It felt exquisite! So hard, yet soft and velvety at
the same time. She felt an overwhelming desire to kiss it. Lowering
herself to her elbows, she held Frank's cock in one hand while
cupping his balls in the other, and began kissing the hard, hot shaft
all over. Then little Susie began rubbing it all over her sweet,
angelic face. It was even better than she had imagined in her
fantasies to feel the soft, hot skin of his erect penis all over her
face, on her lips, her nose, her cheeks...Susie was in heaven,
moaning and purring with satisfaction and desire.

While she was enjoying the sensation of this lovely cock on her face,
Chet, who was still playing with little Susie's pussy, found her clit
and began fingering it in slow, steady strokes. Susie groaned as she
felt another orgasm approaching. Then, while continuing to
manipulate her clit, Chet slipped a finger, then two, between her
beautiful, down-covered pussy lips and eased them deep into her. She
had never even done this to herself! Overwhelmed by this new and
unexpected sensation, she bucked uncontrollably on the boy's hand and
screamed out in delight as she came all over him.

Little Susie was on fire. She was finding out so much about her body
and wanted more and more. She returned to exploring Frank's cock.
As she continued to rub it on her face, he gently took her head in
both hands and placed her lips on the tip of his penis. Susie kissed
it fervently and was going to continue her rubbing when he took her
head and placed her lips there again. He obviously wanted something,
but the innocent 12-year-old girl didn't know what. Susie looked up
at Frank questioningly.

"Put it in your mouth, little Susie, suck it," he whispered to her.

This was a new one to her, and it seemed a little gross, but at this
point she was certainly willing to learn. Slowly, she let the head
of his penis slide past her lovely lips and into her mouth. Wow! It
felt even better than kissing it to have his pulsing cock in her
mouth. And she felt so nasty and dirty doing it, especially when she
felt his slippery precum oozing out onto her tongue. But she didn't
really know how to proceed. Looking up at Frank again, she slipped
his cock out of her mouth and asked, "What do I do?"

"Like this, sweetie." Frank took her hand and slipped a finger into
his mouth. He ran his tongue around little Susie's finger while
pushing it in and out between his lips. It felt so good and sexy on
her finger, Susie could only imagine what it would feel like on his
cock. Removing her finger from Frank's mouth, she brought her head
back down and slipped his penis back into her own mouth, lovingly
tonguing and sucking up and down as she had learned.

"Oh, yes, Susie, ohh, that's great!" Encouraged by Frank's words,
little Susie enthusiastically continued loving his hard shaft with
her pretty little mouth. Meanwhile, Billy took his turn caressing
Susie's pussy. She moaned with pleasure as his fingers found her
clit. She noticed that his touch was a little firmer than Chet's,
and she found herself looking forward with anticipation to having his
fingers slip inside her. She was not disappointed. Soon, little
Susie thrilled to the feel of Billy's fingers thrusting in and out of
her. She felt yet another orgasm building when suddenly his fingers
disappeared. Little Susie groaned with the feeling of loss between
her legs, but before she could think twice, she felt two hands grasp
her hips and another finger at her entrance. This one was thicker
and warmer than the other one...Oh my God, she thought, it's his
penis! I'm about to be fucked, she realized. I'm about to be
fucked. The thought scared and thrilled her.

Slowly, Billy's cock slipped past little Susie's slick pussy lips and
entered her hole. She was so wet that it went in easily, yet her
virgin pussy was so tight that the boy had to ease in very slowly.
Susie groaned with pleasure as she felt Billy's cock probing deeper
into her. She gave a little thrust backward with her hips to let him
know it was okay to continue.

Billy began to slowly pump in and out of her, bringing her to new
levels of pleasure. Little by little, Susie felt herself being
filled with the boy's hard, hot cock. Little Susie continued to suck
on Frank's penis while Billy thrust deeper and deeper into her from
behind. Susie let out a long, low moan of pleasure when Billy
finally sank his cock into her all the way. She felt so filled; it
felt so beautiful that she wanted it to never end. The feeling got
even better when he began slowly thrusting his entire length in and
out of her. Susie tried doing the same thing to Frank so she could
feel completely filled on both ends. She sank her mouth onto his
cock as far as it would go, then pulled out, massaging his balls.

Little Susie's growing lust caused her to increase the tempo of her
sucking. She could tell Frank was getting more and more excited.
His breath became shorter and heavier and he began thrusting more
urgently into her pretty 12-year-old mouth. Little Susie felt his
penis begin to pulse, and as she heard him give a long wail, his
thick cum shot into her mouth. She felt so hot and nasty as the
sperm shot against her tongue and throat. Susie was so happy to
accept this love offering that she swallowed as much of the hot white
goo as she could, allowing the rest to drip down her lips and chin.
Thinking he was done, Susie took Frank's penis out of her mouth, but
there was one more spurt left. It shot through the air and landed in
a glob in little Susie's beautiful shining brown hair. A little bit
dripped down to Susie's cheek. She felt so deliciously nasty as she
wiped it off her cheek and licked her finger. She eased Frank's cock
back into her mouth and sucked it some more until it became soft.
Then she let it slip from her mouth with one final kiss.

Frank reached down to caress her on the cheek and under her chin, his
fingers rubbing a bit of semen across her face. "Wow, Susie, that
was incredible! You are a great little cocksucker!" he exclaimed
appreciatively. Susie was a bit shocked to hear Frank describe her
in such rude terms, but she was also turned on by his crude language.
She smiled up at him sweetly.

Her attention was distracted by Billy, who now began to fuck little
Susie in earnest, pumping his long shaft into her slick opening with
shorter, more intense strokes. Susie felt her own orgasm start to
build again as the boy groaned and thrust into her even more deeply,
unleashing his torrent of seed into her soft little girl belly. He
stopped thrusting while Susie was still on the verge of cumming.
When the boy pulled out of her, Susie whined with disappointment.

"Who's next?" little Susie shamelessly asked. She felt herself
being turned over on her back. She wantonly spread her legs as the
boy whose name she didn't know climbed on top of her. Susie smiled
and reached down to guide his stiff member to her waiting cunt. She
eased it toward her hole, and from this position, with her head
slightly raised, she could now see the boy's cock entering between
her smooth, hairless pussy lips and pressing into her. The girl felt
the boy's penis squish slightly in the wake of Billy's cum, which was
now starting to ooze out of her. The idea of being filled with sperm
and the anticipation of more sperm soon to be shooting into her drove
little Susie wild, and she was soon shuddering to another climax as
the boy fucked her. As she came down to earth, the boy let his body
rest on top of Susie and kissed her on the mouth. Susie loved the
feeling of so much skin contact and responded to his kiss with a purr
of pleasure. As he continued to press into her with his penis, his
tongue pressed past little Susie's lips and into her slightly open
mouth -- another surprise first for Susie. The boy's tongue sliding
around in her mouth felt so nasty and delicious -- it was like a
small replica of his dick that was sliding around inside her pussy.

Having just climaxed, little Susie was now enjoying a more leisurely
fuck, savoring the sensations coursing through her body. Susie
looked around her and saw that the four other boys were sitting
around naked on the shag carpet, slowly stroking their cocks as they
watched her getting fucked, waiting their turns. The boy was getting
ready to come in her, and Susie turned her attention back to him,
reaching around to his ass and pulling him in deeper and closer to
her as he climaxed. After he shot into her and dismounted, Susie
looked around with her legs still spread apart, ready to be fucked
some more.

Two more boys took her in turn as she lay on her back on the carpet,
first Chet, then Frank. Little Susie's climaxes were coming faster
now, and she came several more times while the boys were fucking her.
When they had finished with her, little Susie's body was covered
with sweat, her hair was matted with sweat and semen, and her bare
pussy was leaking sperm down her legs as she lay on the carpet, her
legs still splayed apart. She had a blissful smile on her face. By
now, all the boys had come at least once, and all but one had spilled
their seed inside of her. But the guys seemed to have no shortage of
sperm for her. She looked around and saw more erections waiting.

Jim was now the only boy who hadn't cum in her (he had only cum on
her thigh). He crawled over to Susie and straddled her face as she
lay on the rug. He rubbed his penis all over her face. "Oh, did I
miss you?" she purred to it in a mock-pitying voice. Cradling his
penis in her hands, she pulled it in past her waiting, cum-soaked
lips and began sucking and licking.

"Isn't she the greatest cocksucker," she heard Frank say. Hearing
herself described again in this nasty way fueled her desire and Susie
began involuntarily wriggling her hips as the boy fed her his cock
from above. Suddenly she felt another delicious sensation she had
never felt before. First, she felt her thighs being held open, then
the sensation of a boy's hair tickling her inner thighs, and then a
mouth and tongue gently lapping her smooth slit, finding its way to
her clitoris. It was Billy. Her hips bucked against the boy's
tongue as he brought her to another climax, just as the cock in her
mouth started to explode. Her orgasm caused her to momentarily let
Jim's spurting cock out of her mouth, and she once again felt hot
come squirting on her, this time in her hair, on her face and down
her chest. Little Susie quickly recaptured Jim's cock so that she
could taste the last drops of his cum. She was an incredibly
beautiful and erotic sight, lying naked on the carpet, her face
vibrant and flushed, her deep brown eyes shining, with semen in her
hair, all over her face, on her upper body and streaming out of her
well-fucked cunt.

The little girl's room reeked of pot and sex. She looked at the
clock. It was 1:00 in the morning. She had been fucking for nearly
three hours! Even the boys seemed ready to quit. Another joint was
lit, and little Susie smoked her fill as she reveled in the sweaty,
cum-filled afterglow of her first gangbang. She joined in the
incredulous conversation about what had just happened, laughing along
with the guys. Amazingly, as she replayed the events in her mind,
she started to get a little horny again, but mostly she was too sore
and exhausted to do anything about it. "Hey, let's get you cleaned
up, little Susie," said Jim. Susie was practically too worn out to
stand up by herself. She allowed Jim and Frank to help her to her
feet. Susie's bedroom had a private bathroom, and the two guys led
her there to shower.

After helping her into the bathtub, Jim and Frank had turned to
leave, when little Susie sweetly asked, "Hey, aren't you guys going
to stay and help me get cleaned up?"

"Sure," the guys replied in unison, grinning. They stepped into the
tub with her, Frank in front of her and Jim behind her, as she turned
on the shower.

"Okay, young miss, let's get all this goopy stuff off of you."

"And out of me!" giggled Susie. She picked up a bar of soap and
gave it to Frank; then she handed Jim the shampoo bottle.

The shower felt so wonderful on little Susie's sore, worn-out body.
Under the invigorating warm spray of the shower, she began to revive
a little. Jim rubbed the shampoo into her hair while Frank soaped
the cum and sweat from her face and body. She was feeling clean and
refreshed, though still in a pleasant haze. The feel of the boys'
hands on her body was soothing and sensuous. Susie leaned back
against Jim and sighed softly, enjoying Frank's caresses as he soaped
up her body. When she felt his hands roaming over her tits and
pussy, she almost felt like having sex again, but they were all too
worn out, so Susie just closed her eyes and let herself enjoy the
caresses as they washed her. When they were done, they dried
themselves, wrapping Susie in a large, fluffy bath towel. The young
girl was so exhausted and overcome with feeling that she could hardly
stand by herself. Frank and Jim practically carried her to her bed
and put her under the covers. The other three boys had gotten
dressed and were getting ready to leave. Each of them kissed little
Susie goodnight.

"Thank you," murmured Susie. She fell asleep immediately. The boys
turned off the lights and quietly left the room, closing the door
gently behind them.

--- THE END ---
37 comments

Anonymous readerReport

2014-04-13 17:01:07
Athletic guy, 23yrs old, with a huge thick 8 inch c*ck.. Looking for GIRLS ONLY to have fun and get naughty with.. I am also very dominant and am a master/daddy to any girls... Intellectual guy can hold a great conversation.. Provide a live pic.. Hmu on kik.. Atz717

Anonymous readerReport

2014-01-05 22:29:06
Message me on kik PassionNoble if you wanna be in a gangbang session roleplay
I may be a virgin but I am Hórny. Message me guys!

anonymous readerReport

2013-11-24 10:20:47
Very good storie.im so hard.i wish i had a nice 12y girl to fuck now.

anonymous readerReport

2013-11-09 07:19:52
Awesome and arousing story. I loved it

anonymous readerReport

2013-10-10 01:07:50
The guys tell all their friends and soon everyone in school knows. Susie is ostracized by even her own sister. Of course the boys want nothing more to do with her. By 13 she is a full blown alcoholic and addict. Kills her self by accidental over dose at her job as a stripper at 18. The end. Lol, was a good story thanks

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