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Kathy Marsh was standing beside the pool with another girl. The other girl was close to Kathy's age, but appeared younger. She was Kathy's height, but a good deal more plump.

Scott remembered Kathy's promise for Monday afternoon and knew immediately that this was Kathy's friend, Lisa. Lisa had jet black hair that fell in gentle waves below her shoulders. Her face was pump, yet very pretty in a Latin or Italian fashion. She had olive skin and flashing green eyes.

As he walked up to the girls, Scott realized that Lisa's fullness of body was in reality nothing more than a pleasing plumpness. Her waist was thicker than Kathy's and her hips a good deal more full and rounded. Lisa's chest was not nearly as developed as Kathy's. Her breasts were small and round, but she certainly had promise of being a beautiful woman.

"Hi, Scott," Kathy greeted. "This is my friend, Lisa."

"Hi, Lisa," Scott greeted with a broad smile.

The reason the young girl was there piqued Scott's mind and made his pulse quicken. He could feel a definite stirring in his balls as he looked at the lovely child.

"Hello," Lisa said a little shyly.

Trying to appear casual and relaxed, Scott glanced around to make certain that the apartment house was completely deserted as usual. He saw no signs of life and smiled at the two young girls.

"Hey, I've got some Cokes in the refrigerator," Scott remarked. "What say we have one?"

He turned and began walking toward his apartment. Kathy took a step to follow him, then noticed the indecision on her friend's part.

"Well?" Kathy said in a soft voice.

"Okay," Lisa replied with a sigh. Lisa Staten was very unsure of herself at this moment. To herself, she admitted that she was scared to death, but she would never let Kathy know this. Lisa was thirteen and had been raised in a very strict home. She had the normal yearnings of a young girl and she enjoyed discussing these with her girl friends. But now she was being forced to face reality and she didn't know if she could go through with it.

Lisa had to admit that Kathy was right about Scott, he was a handsome, sexy man. And he was so relaxed and confident! But then, so was Kathy.

Compromising by taking the situation one step at a time, Lisa fell into step with Kathy and followed the older man to his apartment. She'd have a Coke with them and then see how she felt.

Scott Nelson was much more nervous than he allowed to show. Alarm bells rang incessantly in his conscience. Balling these two young girls was the most dangerous thing he'd ever done in his life! He was within several years of being old enough to be their grandfather, for Christ's sake! And what society would do to him if it ever got out! Even if the girls were one hundred percent willing, he was guilty of statutory rape.

The forty-eight-year-old man knew all of this as he opened his front door and ushered the two young girls inside. Yet his life-long fantasy of balling two young girls seemed to override every caution signal in his mind. He was like an alcoholic grasping for the drink that just might kill him, he couldn't seem to control himself. Scott locked the door behind him and quickly closed the Venetian blinds in the small living room.

Lisa envied Kathy as the three of them sat on Scott's sofa drinking Cokes and chatting. Kathy was so relaxed and at ease! Lisa answered Scott's questions and laughed at several of Kathy's jokes. She was beginning to feel a little more confident of herself as she became used to the older man. She noticed his eyes dart to her breasts now and then and this made the young girl tingle with a strange excitement.

"I'm feeling sexy," Kathy suddenly announced with a giggle as she stood up to begin taking her clothes off.

"Kathy… I…" Lisa stammered with a bright red flush touching her cheeks.

"Look, Lisa," Kathy said softly, "I told you that you didn't have to do anything if you don't want."

"That's right," Scott added quickly. "We certainly don't want Lisa to do anything she doesn't want to do."

"If you're chicken," Kathy said with a certain amount of childish triumph in her voice, "you can just watch us. Isn't that right, Scott?"

"Well," Scott replied a little uncomfortably, "maybe watching us would embarrass Lisa."

"It's… it's not that!" Lisa stammered, her blush deepening. "I… I want to. I mean, well, I want to… to do things… but I'm… I'm…"

"Scared," Kathy added with a giggle.

"I am not scared!" Lisa snapped.

"You said you wanted Scott to teach you all about sex," Kathy remarked with a broad smile as she stepped out of her miniskirt and stood stark naked in front of the couch.

"I do!" Lisa insisted, her stomach churning like a cement mixer.

"Then take off your clothes and let's have fun!" Kathy persisted.

"Look, Lisa," Scott said in a calm voice, "you don't have to do anything you don't want to do. If you're frightened or embarrassed, then it would be better…"

"I'm not! And I want to!" Lisa forced herself to snap. She stood up quickly and began taking off her clothes. She was scared to death, but she'd die rather than let either of them know it.

Scott felt his balls tighten as he watched the plump young girl quickly undress. When she unhooked her bra and slipped it off her shoulders, Scott felt the swollen head of his dick jab against his slacks. Lisa's tits were small and not yet developed, yet they were like ripe little mounds resting on her chest.

Then Scott's eyes dropped to the fourteen-year-old girl's crotch as she pulled her panties down her ample thighs. Her pubic mound jutted out beneath her abdomen. She had just the beginnings of a sparse growth of pubic hair around the edges of her slit and the lips of her young cunt were an alluring pink.

"Will you lick my cunt, Scott?" Kathy giggled.

"Sure," Scott replied, suppressing a smile when he saw Lisa's young cheeks blush a bright red.

Scott stood up and quickly pulled off his shirt and dropped his pants and shorts. He kicked off his loafers and stepped out of his pants. When he saw the shocked, awed expression on young Lisa's face as she stared at his long, thick, rigid cock, Scott was unable to suppress a smile. Lisa's pretty young mouth was gaping and her eyes had grown to the size of saucers. It was obviously the young teenager's first glimpse of a man's prick!

Kathy plopped down on the couch and spread her legs wide apart. She reached down with her small fingers and spread the lips of her already aroused pussy. Kathy had thought that she'd resent having Lisa with them, but she realized now that it was strangely stimulating to have her friend watching.

"Lick my cunt, Scott. I'm hot already!" Kathy said.

Scott knew that Kathy was putting on a show for her girl friend and he found it both amusing and stimulating. Kathy was the most uninhibited female he'd ever known!

The forty-eight-year-old man dropped to his knees on the carpet between the fourteen-year-old girl's thighs. He glanced up at the embarrassed but fascinated thirteen-year-old Lisa, then directed his attention to Kathy's waiting, luscious pussy. Leaning forward, Scott placed his mouth on Kathy's sex and began teasing her with his tongue.

"Oooahhh!!" Kathy moaned. "That feels so good! Oh, yes! Oooohhh!! Lick it, Scott darling!"

It was all Scott could do to keep from laughing at Kathy's exaggerated little show! She was being so dramatic! Deciding that he would teach her a small lesson, Scott placed his tongue on the child's erect and quivering little clitoris and began massaging her rapidly and firmly.

"Hey! Oh, Wow! AAAaaahhh!!" Kathy moaned when she felt his intense attack on her secret button. She lost all consciousness of her friend and concentrated on the magic he was performing between the lips of her hot pussy.

"What… what does it feel like?" Lisa heard herself ask in an awed voice as she watched her friend writhe beneath the older man's kisses between her legs.