The Stories of Leslie Schmidt

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Family Friend Part 2

By Leslie Schmidt

Glen's anticipation had been growing all day. The cleaning and shopping had taken some of the edge off the nervous feelings when he managed to distract himself, but then something would remind him and it would come rushing back. When he dwelled on the subject his cock would begin to get hard, just aching to be rubbed.

It was during one of these distracted moments, watching a college football game, that the knock came.

He jumped so hard that he almost spilled the ice tea he was drinking. He had to slow himself down, calmly turn the TV off and walk to the door. He purposely opened the door slowly, fighting his nerves that wanted to tear it from its hinges.

"Come on in, honey," he said, shocked at how much Katie had grown since he'd last seen her (or noticed her).

"Hi Glen," she said in a bit of a subdued voice as she entered.

Glen was more than a little surprised. All this time, he had been visualizing Katie as she had looked sometime in the past, imagining her as a little girl. Now he realized that Katie may be a girl, but she certainly wasn't little. He instantly took in the build of a girl, straight hips, no breasts, but, as she walked by, he realized that she had to be over five feet tall and maybe 100 pounds. She turned and looked up at him with a smile.

There was an awkward moment before Glen got back on track. After closing the door he stepped up to her and took her hands.

"I'm glad you're here," he said. "Are you sure you want to stay until tomorrow?"

Katie nodded, not saying anything but meeting his eyes.

"If you ever want to go home, all you have to do is ask, OK?"

Again she nodded.

"OK, that's the last time I'm going to ask, just be sure that you can ask to leave at any time."

Again she nodded.

He dropped her hands and put his on her shoulders. Then he leaned down to kiss her.

For a second, Katie didn't know what he was doing but then, with a slight "oh!" she lifted her face and their lips touched.

Even though she pulled back, just giving a peck on the lips, he stayed leaning down. He looked directly into her eyes as he moved one of his hands from her shoulder to her chin, then directed their lips back together. This time he opened his mouth slightly and gently ran his tongue along her lips.

"Mmm," Katie said, again being surprised. She reciprocated. As he moved his other hand to the back of her neck he realized what the strange roughness in her mouth was- braces.

Through the kiss, Glen had to smile. He hadn't French kissed a girl with braces in over 30 years. He remembered that he had to be extra careful not to push her lips against the sharp metal-a hard kiss could cut her.

Katie was still holding her gym bag in her right hand. She brought her left up and touched his arm. She had only frenched a couple of times, experimenting with girl friends (and ending quickly in giggles) so she really didn't know what to do. Still, the warm, soft, and wet feeling of his tongue moving against hers made her want to feel more of him against her. She began to pull on his arm and press her face upwards.

After a few more seconds he broke the kiss but kept holding her chin. He looked into her eyes.

"Mmm, you're a good kisser," he said. His breath smelled of the lemon from his tea. He pulled her back and they kissed again, this time with more force. Katie dropped the bag and moved her right hand around him. Glen gathered the girl into an embrace and pulled her against him. For a moment, that picture of the sailor and a girl kissing at the end of World War 2 came to mind. Then he realized that she could feel his surging cock against her.

Katie had never kissed like this before. It was also very unexpected. She hadn't really thought about the specifics of how things would happen when she got to Glen's. She knew why she was there, just not the how.

Glen had decided that it would be a real put-down if he treated her like a child. He realized that saying anything like, "When I was your age..." or to talk about school or her mother could make her uncomfortable. Then again, he had to be sure he gave her time. He had to make sure she felt close emotionally, not just physically. Although he wasn't going to ask again, he planned to give her plenty of chances to change her mind.

Again he dropped the kiss, this time letting her go.

"Wow," he said, "that was awesome."

Katie looked up at him and her expression changed from one of wonderment to a playfully sinister smile.

"I'm just full of surprises," she said.

"I know that," Glen chuckled. Then, "Can I get you anything? A coke or something?"

Katie looked around and shrugged. "No, I'm OK."

Again, Glen bent down and kissed her, this time only a peck.

"OK," he said, stepping back. He had decided that a certain balance of romance and straight-forward action was needed. He had just told her she could back out any time.

"Then," he started. "What I want you to do is go into my bedroom and get undressed. Get in bed and call me when you're ready. I won't come in until you call."

Katie quickly covered up the shocked expression on her face. "OK," she said, then she picked up her bag and walked down the hall.

Like the living room always was, the bedroom was scrupulously clean and neat. There was an open lap top on a small desk, the chair was pushed in, a TV was on a table opposite the bed. The top of his dresser was clear (he had put the pictures of Molly and Paula in a drawer) and the bed was made with a blue comforter and grey sheets.

Katie went into the bathroom-it was also very clean and neat-the towels matched the sheets. She peed, then, still sitting on the toilet, untied her shoes and pushed her pants off her feet. She stood up and, as the toilet flushed, pulled her sweat shirt off, then reached behind her and undid her brassier.

Looking around she realized it would be wrong to leave her clothes a mess on the floor. She put her shoes under the desk with the socks stuffed in them. Then she folded her shirt and pants and lay them over the back of the chair. Unsure, she simply put her training bra over them. She walked around the bed and pulled down the covers, then slid in, sitting against a pillow and the headboard. She pulled the sheet up and covered her chest, holding it up with her arms.

Glen went back to his tea and gulped it down, then walked to the kitchen and dumped the ice in the sink. The glass went in dishwasher. He looked around nervously for something to do but couldn't see anything. He heard the toilet flush.

He went back into the living room and sat down on the sofa, then reached down and untied his shoes. Taking them off, he put them neatly under to coffee table. Again he looked around nervously and wiped his palms on his thighs.

He was about to get up and take a magazine off the table next to the TV when Katie called.

"Glen." She didn't call loudly, all she did was say his name.

He jumped up but then stopped, calming himself. Then he walked slowly down the hall.

Katie was sitting, covered up, in the bed. The comforter was folded down over her lap but she had the sheet pulled up over her chest and tucked under her arms. She looked at him expectantly when he came in.

Glen didn't say anything, he just smiled when he saw her-she was really cute. His cock was making a visible ridge in his jeans. He walked over and looked down at her clothes. He touched her bra, then looked at her.

"I don't see any panties here," he said, smiling.

For just a second and frightened look passed over Katie's face, then she smiled.

"Sorry," she said. She scooted down and moved around under the covers. As she did, the sheet fell down uncovering her chest-Glen was surprised to see that she had absolutely no development. Her hand appeared with a pair of light blue cotton panties that she threw to the other side of the bed. Glen picked them up and folding them in half, then placed them on top of the other clothes.

Then, facing her, he undid his belt and jeans, then pushed them down. These he placed on the seat of the same chair. Although he normally wore briefs, he had put on a pair of beige boxers that had a clear bulge in them. Katie's eyes got a little larger when she saw them. He undid the first two buttons and the cuffs of the shirt he was wearing, then pulled it off over his head. Now he faced the girl, wearing only boxer shorts. These he pushed down, freeing his half hard cock.

Katie was scared, nervous, and excited. She covered her emotions with her troublemaker smile. Glen left his shirt on top of her clothes and put the shorts on top of his jeans. Then he walked around the foot of the bed and sat down next to her. He sat sideways so his left knee was almost touching Katie's right elbow.

Katie had been worried because she thought hairy guys were ugly. Although Glen's chest and stomach were covered with hair, it was very fine so it was just a gauze over his skin. His dick hair was the same way, though a bit thicker. He had also trimmed all of it short that morning, standing in front of the mirror with a pair of scissors and a comb. The trimmings had made a mess of the sink and counter. The sweepings off the floor reminded him of when they had had a cat when Paula was little. But, afterwards, he was pleased, not only did this make him less threatening looking, but it also hid the grey hairs that intermingled with the brown in the middle of his chest.

Now she looked at his cock. It was full but not hard yet, laying on his hip. She could see it bouncing with his pulse. She had, of course, seen guys on the internet. She had, in fact, watched some porn the last couple of nights. Without asking she reached out and took it in her left hand.

Glen only smiled, then put his hand on hers and moved it back and forth. Katie felt it fill with blood and become stiff. She let go so she could change her grasp, then started stroking it again.

"Won't this make you shoot?" she asked.

"Yes, if you keep doing that," Glen replied.

"I want to see that," she said.

"OK," he grinned at her.

"It's neat how the skin slides along it."

"Yeah," Glen replied, his voice a little tight, "but it doesn't at the head, and that's the most sensitive part."

At the same time he moved her hand up on his shaft so, as she stroked, the head went in and out of her loose fist.

"That's right," he voice was a little more strained.

Glen leaned back, putting his hands behind him on the bed. His left hand was on Katie's ankle which he held through the covers. The sheet had fallen back down, letting Glen see Katie's left nipple. Again, he noted how she was completely flat, like a boy her age. The areola was nickel sized, reddish brown, with a baby pea size nipple. He could see that she wore a one piece swimsuit, only her arms and neck had been tanned. Then he remembered seeing her in a black racing suit with electric purple strips down the sides.

Katie was surprised at how warm his cock was. It was about six inches long and no bigger around than a broom handle. The first time she'd come across a porn film on the internet (maybe three years ago) she'd been repulsed but recently her feelings had changed to curiosity. She knew that the guys in the movies she'd watched two nights ago were unusually large, she had done some research after seeing one guy who was 12 inches long. She was happy that Glen wasn't like the guys in those movies.

Now, she could see that Glen was beginning to get really excited. He was breathing deeper and his eyes had gotten really dark. He kept looking at her chest, then down at her crotch. He actually looked kind of funny.

"Am I doing it right?" she asked.

"Oh yeah," he whispered. Then he took her other hand and moved it to his cock. "Use two hands," he said.

This made Katie lean forward, and the covers fell completely away from her chest.

"I'm not going to suck on it-not now," she said as she started stroking faster.

Glen had put his hand on her thigh and now he moved it up into her crotch, pressing his fingers between her legs through the thick coverings. Katie shifted forward more, bending her knees, making a tent. This stretched the coverlet and kept Glen from rubbing her. She let go of his cock long enough to pull some slack across her knee so he could, again, rub her. This pulled the sheet completely down around her waist, now her stomach was uncovered too.

Glen had never dreamed that he'd find a prepubescent girl so sexy. She was again using two hands and was leaning forward. She actually put the top of her head against his left shoulder as she looked down at his cock in her hands. He was tempted to push her down but knew he shouldn't. Then he remembered the 'not yet'...

He had to lean back, and put his hands behind him. He was now rocking his hips and lifting his butt slightly.

"Oh god," he said under his breath as he approached the edge, "faster."

Katie looked up at him and smiled as she redoubled her speed. Glen's face almost looked like he was in pain. He lifted his head up and closed his eyes, then grunted.

Katie was watching Glens face as he seemed to shake and she felt his dick twitching in her hands. Then she felt something warm and wet hit her shoulder. She looked down to see a second stream of white goo shoot out of his dick, this one painted a stripe down forearm and wrist, then more sperm pumped out and ran down his cock and over her hands.

In just a few seconds it seemed to be over and Glen sank down, now relaxed. She took her hands away and looked at the white goo that was splashed down her chest and arms. Strings spread out between her fingers.

"Do you always shoot that much?" she asked.

"Oh," Glen was brought back to reality, "only the first time. Their'll be less next time."

Katie lifted her hand and sniffed at her fingers. She crinkled up her nose at the smell of his sperm. She looked again at her cum covered fingers.

"I once saw my mommy sucking on Tommy," she said. "I think he shot it in her mouth."

"That's called a blow-job," he replied.

"I know that!" her voice had a 'do you think I'm stupid?' tone. She licked a dollop of goo off her palm and thumb, then moved the sperm around in her mouth before swallowing.

"Slimy," she said with a bit of a disgusted look, "doesn't taste very good."

"Well, I'm sorry," Glen said with a laugh. "Some say it's an acquired taste."

He leaned over and pulled open the drawer in the bed stand where he kept a box of Kleenex. With a wad, he started wiping Katie's hands, then her arm and chest. After he had finished her chest, he dropped the Kleenex on the floor, then put his hand back on her chest, fingertips on her left nipple.

"So, alright if I return the favor?" he asked with a smile.

Katie looked down, then swiveled her eyes up and gave him her best bad girl smile.

"That'd be nice," she said. At the same time she pulled the covers down and exposed her thighs to her knees.

Glen looked down at the preteen sex, his eyes got large and he swallowed. Of course, he'd seen Paula many times when she was little, probably until she was eight of nine. Then her modesty had taken over and she started making sure that doors were closed or saying things like, "I'm going to change now..." to politely ask him to leave.

He had never really contemplated a little girl before in this way and he had been surprised at how exciting the idea of sex with a girl was to him. Now, looking at her hairless pussy, his mouth went dry and there was a ringing in his ears.

A number of women he'd brought home over the past two years had shaved pussies. Of the dozen or so, probably half shaved their pussies. Most had 'landing strips' but a few were completely clean. Still, this was different. Unlike the women, Katie was naturally smooth-no stubble, no shadow, no stray hairs that'd been missed by the razor. Also, it was forbidden, and that made it so much more alluring.

As he moved his hand up her thigh, Katie lifted and spread her knees more. Glen's hand reached their intersection and he felt the soft, warm and smooth skin of her preteen sex. He ran his finger along the cleft, being especially gentle.

"Let me scoot down," Katie said.

Glen pulled his hand away and she pushed herself down the bed, laying back more horizontally. He realized he was staring. He looked up at Katie's face-she was smiling-then back down at her sex.

Katie thought it was funny, how he looked. His eyes were wide and dark, his jaw tense, there was even some perspiration beading up on his forehead. Glen was clean shaven-and he had just shaved an hour or so before she arrived. He kept his hair short, it was parted on the left, dark brown with some silver at his temples. He wore contacts, but she didn't know that.

For Glen, he couldn't remember the last time he'd been so turned on. There was a metal taste in his mouth and he was aware that he was sweating some. Even though he had blown an enormous load only a couple of minutes before, his cock was surging back to full hardness.

Katie's pussy was soft, her vulva stood out some and she had a deep crack between fat outer lips and a lovely dimple at the top. Her clit ridge wasn't visible, even with her legs comfortably spread. He pushed his finger harder and rolled it slightly from side to side. This worked it between the warm lips and made Katie rock her hips slightly. Now he could feel some warm moistness, but more a stickiness than wetness. He pushed his finger down and it slid more between the lips, Katie opened her mouth and breathed out.

He moved his finger back and she closed her eyes, relaxing her face.

"You like that?" he asked.

"Oh yeah," she breathed.

Glen leaned down and kissed her open mouth. She didn't really return the kiss but her tongue met his. He moved his lips back and forth across hers as he bent his finger and, gently digging, parted her pussy lips and worked his fingertip inside her.

Still, she wasn't wet like a grown woman would have been, and he knew that he could easily hurt her by pulling on her very tender folds.

He broke the kiss, then moved his mouth down and kissed her left nipple. Then, through his pursed lips, he ran his tongue back and forth across the firm little ball.

Katie giggled and put her hands on his head.

"Oooo...that tickles," she giggled.

He moved his mouth to the other side but, this time, as he licked and sucked her other nipple, he pushed his finger deeper inside the preteen girl.

He lifted up and looked at his hand. Only the tip of his finger was inside the girl and, if he pushed, the stickiness kept him from going deeper. He pulled his finger away, her inner lips pulled with it and Katie jumped a little.

"Not really used to that," he said with a smile as he raised his hand to his lips.

"I usually just rub myself down there," Katie said.

Glen put his finger in his mouth, wondering if he'd taste anything-he didn't really. He worked up some spit and left it on his fingertip, then went back to the eleven year old's pussy. Katie pulled in her breath as his finger slid into her up to the second knuckle. He pulled back, then pushed back in.

Katie sucked her lips in between her teeth and closed her eyes.

"Am I hurting you?" Glen asked.

"No," Katie whispered. She lifted her knees and spread her legs more.

Now Glen could see her clit-a small pink point at the opening where his finger went into the girl. He moved his finger back and forth some and then moved his thumb to it.

Katie immediately jumped, lifting her hands as if to push him away but stopping them in mid air. She pushed her head back and closed her eyes. Then she reached down with her left hand and grasped his wrist, holding it in place. Glen stopped moving.

"This OK?" he asked.

"Yeah," came the breathy reply. She looked at him. "I'm just not used to...to having someone else touching me..."

Glen smiled...the idea of the little girl masturbating was a real turn-on. "Tell me what you like." He started finger-fucking her again.

Katie closed her eyes and relaxed-took a deep breath. "That's pretty nice," she said.

Glen reached across with his right hand and started rubbing her closer nipple with his thumb, then he leaned down and kissed her, pushing his tongue into her mouth.

Katie returned the kiss, arching her back and bringing her hand up to the back of his neck. She was still firmly holding his wrist, keeping his finger inside her sex. As they kissed, she started moving it up and down a little, encouraging him. This went on for a couple of minutes as Glen slowly brought Katie up.

He broke the kiss, then moved his mouth down to her right nipple, leaning across her. Now he was finger fucking the girl with one hand, rubbing her left nipple with the other, and sucking her right nipple. The girl was undulating under him, holding his head in place with her right arm while directing his hand in her sex with her left hand.

Quite suddenly she squeezed him and grasped his wrist tighter, holding it still. At the same time a shiver went through her and she caught her breath. Then there was another shiver and she rocked her hips a little, then blew out and relaxed, making a low "ha, -- ha" sound.

Glen lifted up and looked at the child. "You liked that?" he asked with a grin.

Katie opened her eyes and smiled at him. "Yeah...that was nice..." she replied.

"Alright if I go down on you?"

Katie stretched as he pulled his finger out of her vagina (it slid easily with the addition of a little more moisture). "I'd like to try that," she said.

With a tight smile he twisted around and leaned down. The tip of his tongue touched her clit and his finger at the same time. He pushed at her sex with his tongue as he rocked his finger slightly inside her.

Katie pulled in her breath and her hips shook with a small unconscious flare.

Glen looked up at her, lifting his face off of her preteen cunt but keeping his finger buried deep.

"You want more?"

Katie's eyes were wide and dark, her mouth slightly open. Then she broke into a smile and nodded.

Glen pulled his finger out of her vagina, then moved around onto the bed, laying down between her spread legs. At the same time, Katie scooted down further, spreading her legs wider with her knees bent.

Glen looked straight at her hairless pussy. Her lips were pulled apart now, her vagina opened. He could see her hymen, a pink crescent moon of flesh that closed off the lower third of the opening.

Propped up on his elbows with his legs below his knees extending off the end of the bed, he used his thumbs to spread the smooth lips more. This made her clit stick out a little more, a sharp point of pink just above her piss hole. He leaned forward and down, extending his tongue...

Katie had never imagined the excitement of the jolts that went through her. She rubbed her clit often, sometimes even getting herself off when sitting quietly in the car and even once or twice during a boring class. But this was very different. Glen's tongue was warm and wet, it moved in a sinuous way around and across her clit, then pushed at the opening of her vagina. He even pushed it some inside her, tasting her salty, musky crotch juices.

Then he worked it up and down her slit, back and forth over her clit several times, before again pushing again at her vaginal opening.

An orgasm built faster than it ever had in Katie's tummy and thighs. Then, when he put his mouth completely over her sex, sucking gently on her vulva while moving her clit in quick circles with his tongue, she humped uncontrollably up into him. She had the sheets clenched in her hands as she lifted her ass up off the mattress. At the same time a sound, something between a growl and a squeal, escaped from her throat.

Glen was surprised and amused by the intensity of her orgasm. He knew that preteen girls could have orgasms-he had just heard that they were more subtle, less strong as a woman's. There was nothing subtle about Katie's screaming cum. She was now panting hard, her body shiny with sweat.

"Wow," he said, "pretty good, huh?"

All Katie did was look down at him, still breathing hard.

Glen climbed up on his knees and reached over her into the bed table drawer. She watched as he grabbed the small tube of KY and took the lid off. His dick was rock hard, sticking out above her. She watched as he spread a dollop of the clear jell on his cock head.

"Makes things slide smoother," he said with a grin. He threw the tube back in the drawer.

He walked back on his knees a little and then leaned forward, lowering himself down onto his left elbow while he guided his dick with his right hand.

The KY was cold when his cock touched her pussy and she wasn't expecting that. Still, she held very still, looking up at him with her eyes wide open.

Glen moved his cock up and down a couple of times, working it between her lips and setting his dick head at the opening. He moved his arm up so he was supporting his weight with his elbows. Slowly he pressed into the girl.

Katie felt his penis forcing its way between her pussy lips. She tried to relax but couldn't as it opened her. She lifted her knees more, spreading her thighs further and putting her feet flat on the mattress. She was completely spread underneath him. She put her arms around his neck, her hands in the air above his head.

Glen slowly increased the pressure. He knew he must be hurting the girl so he held still for a moment, giving her the chance to push him away, roll to the side, and end it. But she didn't. He leaned down and kissed her forehead, then pushed his hips forward...

There was a sudden release of pressure and his cock literally popped inside the girl. One moment, just his dickhead was pushing against her, then over half its length was inside the eleven year old.

Katie bit her lower lip and hissed, closing her eyes while Glen held very still-he had just deflowered the girl-only the second virgin he'd ever been with in his life.

Katie opened her eyes and made a low laugh. "I guess I'm not a virgin anymore," she said quietly.

Glen lifted up and rolled slightly to his side, pulling his cock back same. He looked down to see his blood stained shaft, his head was still inside the hairless pussy.

"No, I guess not," he said as he lay back down on the girl, this time cradling her head in his hands. Then he started rocking his hips some.

At first, Katie closed her eyes, her face showing some slight pain. But then, quickly, her face relaxed, then she took a deep breath underneath him. Glen slowly increased the depth of his movements, feeling his cock sliding inside the incredibly tight, warm and wet preteen pussy. He realized that the combination of her own slight wetness, the KY, and, now, her blood, was making things very slick. Still holding himself aloft on his knees and elbows, he felt her start to rock below him.

She opened her eyes and her face relaxed. Then, as he watched, something started to take over the preteen girl. He saw a new look, and excitement and determination, move over her as she started pushing her hips up to meet him. The realization caused Glen's concentration to slip and he had to fight his way back rather than go into auto and end too soon. He leaned down and kissed her again, then rolled again to the side.

He always had more control with the girl on top-he could last longer and he didn't have to worry about supporting his own weight. He pushed her right leg down along his, then lifted up and rolled, pulling her with him.

She was so remarkably light, he easily pulled her over on top, her knees landing outside his.

"Woo..." she giggled when she landed on top. She brushed her hair off her cheek, then kissed him. "I like this," she said.

Glen put his hands around her narrow thighs just below her ass, then pushed as deep inside the preteen as he could.

"Oh..." she moaned. She slid forward, then back on top of him.

He held her hips, and started to regularly slide in and out of the child. As he watched, something came over her again. Her eyes lost focus, her mouth opened, she started to rock back and forth on him.

What started as a slow, gentle back and forth motion soon turned into a faster rocking as Katie, her hands on his chest, knees on the mattress but feet hooked over his legs, seemed to be taken over by some other force. With her head up, eyes closed, mouth open, she pushed back against his cock, taking him deep inside her, then pulled forward, only to push down again. Her movements came in time with her breaths-she was obviously getting herself off on him. Not only was she moving so he slid in and out of her, but she was pressing her pussy down against him, massaging her clit.

This continued, with Glen looking up at her in amusement, for at least five minutes. During this time she came three times-then Glen lost it.

The feeling of his cock twitching inside her, and knowing that he was pumping her full of his sperm, brought Katie off for one final, intense orgasm. She shuddered and groaned, even letting a drop of spit run down her chin and land on Glen's throat.

He squeezed her thighs, just below her ass, and held her while his second load of the day erupted from him to fill her cunt. The blood, KY, and cum overflowed her and ran down around Glen's cock, balls and onto the sheets. After she relaxed, laying her head on his throat and panting, he lifted his hands to see that his fingers were stained pink with the girl's gooey mess between their legs.

He wiped his fingers on the sheets next to them, then lifted her head and kissed her. It was a relaxed, wet, sloppy kiss. Then she lay her head back down. Glen pulled the covers over them and only a couple of minutes later, she started to snore softly.

Glen realized that the soccer game, followed by the tension and then the action of their love making had really overwhelmed the girl-she'd probably sleep for an hour or more. After his cock had softened and slipped out of her, he gently rolled the child off of him and slipped out of bed. She spread out on her stomach, making some quiet noises, then, after a deep breath, fell back into a deep sleep.

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