Warning. This is an adult story for adults. It contains descriptions of sex between an adult (almost) and two pre-teen girls. If you are not allowed to or prefer not to read this kind of material, please stop now. Otherwise, proceed at your own risk.

Once again we delve into that dark place at the back of my mind where I keep the stories that prove I am not as nice as people think.

The Heavy Sleeper by Uncle Sky

CHAPTER 03

When I left off my story I was lying on my sister's bed after giving her a great orgasm using my mouth and tongue. Lynn was sleeping as I held her warm and naked body close. I was thinking of all that had happened on this lazy Saturday afternoon. It was an amazing event. But it was also a dangerous event. If word got out I would be in deep shit. I was fairly certain that Lynn would not tell anyone but I was not as sure about her friend Kathy. I needed to take steps to make sure of her silence too. But that would come later.

Lynn had been sleeping for about 15 minutes and I was just enjoying her 10 year old body. I ran my hand over her hair and down her cheek. I slid my finger along her tiny lips. I let my hand wander down over her shoulder and accross her chest, letting my finger twiddle her puffy nipples. I continued to carress her body, moving down over her tummy and past her bare and swollen pussy. I dragged my fingers along one leg and then back up the other. I slid my finger along her moist pussy lips, enjoying the warm, slippery feel of her. I was tempted to slide my finger into that warm hole, but I resisted so as not to waken her. This was heaven.

It occurs to me that I have not told you what Lynn looked like other than to mention she was an angel and a beauty to behold. She was that but she was not your every day 10 year old. My father was over 6 feet tall. My mother on the other hand was just 5 feet tall. I took after my father and Lynn took after her mother. She was just about 3' 11" tall. OK she would say 3' 11 and 1/2". She was small for a 10 year old but strong and active. She had lost her baby fat and was trim.

Her hair was blonde and shoulder length if she let it down, which she never did. I didn't remember the last time I had seen her with her hair down. She wore it in two tiny braids or as we called them, pig tails. She looked and acted the part of a little pixie with sparkeling blue eyes and a smile that would melt your heart. And I held all of it pressed against my side as she slept.

Suddenly the silence was shattered by the phone ringing. I reached over to the bedside table and grabbed it hoping it would not wake Lynn. It was my mother calling. Oh shit! I had forgotten she was due home. There would be hell to pay. But I was saved.

"I'm going to be staying very late tonight" she said. "One of the other girls is out sick and I have to work an extra shift. I will not be home until about midnight so I am depending on you to take care of Lynn and get dinner."

I breathed a sigh of relief and replied. "No problem, Mom. I can manage easily with Lynn's help. She and I will see that everything is taken care of so you don't have anything to do when you get home."

"Thank you dear, that's a big help. I have to go now. I love you both. Be good. Bye."

"Bye mom" I said as the phone clicked. I hung up the receiver and settled back down glancing at Lynn. She had been awake and asked what Mom had said.

"Bad news I'm afraid" I said with a blank expression. She looked worried so I went on. "Mom is working a double and won't be home till after midnight, so we are on our own."

Lynn punched my arm as she smiled. "You had me worried for a minute", she said. "I thought we were in trouble. Does that mean we can keep doing what we're doing?"

"What ever do you mean?" I was having a hell of a time not grinning. "What are we doing?"

"We're doing sex, you dummy. And I want more. You said we were going to share the fun but I fell asleep after you licked me and I came so hard. I never felt so good before but I didn't get to suck your thing again like I wanted to."

"Are you sure you want to continue with this? You know you can stop any time. All you have to do is tell me and it'll be over. I don't want you to do anything you don't want to do."

Lynn looked at me with what she meant to be a stern face. It didn't work and I smiled. "I want more! I want to suck your cock again. I want to see you squirt again. I want more and more."

"OK my little lover. What do you want to do next? Should I take off my shorts? You tell me what you want me to do and I'll do it."

Lynn got up off the bed and looked at me. "You just lay still and let me do what I want, OK? I nodded and she reached for my shorts. Her little fingers struggled with the snaps and zipper but she got them undone and began to slide them down off my hips. I raised up to help her and she took them all th way off my legs and dropped them on the floor with her clothes.

Next she slid her fingers under the elastic of my boxers and began to slowly pull them down. They slowly revealed my prick as they passed over my groin. I was only half hard so far but was growing harder as she undressed me. The boxers soon joined the rest of our clothing on the floor. I wasn't wearing any shoes but I had on socks. Lynn soon made short work of them and I was totaly naked on her bed.

Her eyes were big and round as she looked over my body. As I said before I am no great specimen. Just a normal average guy. But she had not seen me naked before and even though she had seen my cock it seemed all new to her when I was completely naked. She ran her tiny hands over my chest, tugging on the few hairs I had. Her fingers moved playfully down my body until she came to my cock. She moved her hands down both my legs and then back up to my balls.

I was in heaven. Her warm hands were so soft and gentle it was like a feather was being dragged over me. It was getting to me very fast. My prick started to grow and moved as it raised up. Lynn watched for a minute and then slid her hand under my balls and seemed to weigh them. I groaned.

Her hand jerked away quickly as she asked "Did I hurt you? Did I do something wrong?"

"Oh no. You are doing just great. It felt so good I just couldn't keep quiet. Please don't stop." Her hand returned to my balls and rolled them around in their sack. Then she wrapped her other hand gently around my cock and started to slide it up and down the shaft.

"Oh Baby, that feels so good. Keep doing that please," I groaned.

Lynn was now lying on the bed with her feet up by my head as she played with my prick. I thought I might as well give her some pleasure too as long as she was so close. I cupped my hand over her mound and pressed. I moved my hand over her labia slowly and then inserted my finger between the puffy lips. I ran my finger up and down the slit, just touching her hole and then her teeny clit. She wiggled showing her enjoyment but continued her own exploration.

I watched her as I played with her pussy. She was still stroking my cock with her little hand. She could barely get it around me but it was enough. Her other hand still held my balls as she stroked me. Suddenly she bent her head down and placed a gentle kiss on the tip of my cock. It made me jump and she smiled. Her mouth opened and she ran her tongue around the head and over the little slit. This was even better than the blow job I had gotten earlier. I was hard as a rock by now. My hips were moving up toward her face as she licked me and covered me with her spit.

As excited as I was I could not help but notice that Lynn was getting there too. She was now very wet and moving her hips all over the bed. Her mouth was wrapped around the head of my cock. She could not get much in even though I'm not very large. But she worked at it with vigor and managed to get more than I expected in that tiny mouth.

I was getting very close to orgasm as I believed she was. Suddenly she raised up off my cock and stopped sucking and stroking. I groaned in disappointment.

"Why are you stopping?"

"I need to ask you something again. You said I had to ask so I am."

"What? What do you want? You can do anything but don't stop, please."

Lynn got an impish grin on her face. It was obvious that she had me right where she wanted me and was about to take advantage of that position. "I want to do it" she whispered.

I was puzzled for a moment. "Do what?"

"I want to..... I want to put your thing in me. I want to fuck you" she blurted out.

That got my attention fast. I was jolted out of my near climax but was still hard.

"I don't know if we can sweetheart." I was afraid. "I may be too big for you. I don't want to hurt you." Lynn began to pout. Her lower lip pushed out and began to quiver. She was good at this. She had me and knew it. "You promised if I asked we could do whatever I wanted, and I want to FUCK!" I could actually see a tear in the corner of one eye. Damn she was good.

"OK," I groaned. "We can try, but if it hurts you tell me and we'll stop." The tears were gone and a huge smile was spread over her cute little face.

"What do I do now?" she asked.

"Well I think we are both close to being ready, but lets just use a little more mouth power to be sure" I said with a grin. She nodded and went back to work on my dick as I began to lick her pussy. It didn't take much before we were both wiggling all over the place.

I pulled Lynn over to the middle of the bed on her back. I moved between her legs and crept up so my cock was pressing against her pussy. "Remember, if it hurts you tell me and I'll stop." She nodded as I saw the look of fear mixed with passion on her face. "You're sure you want to do this?" I asked, giving her one last chance to back out.

She was wiggling all over the bed trying to get my dick in her. "DO IT!" she yelled. So I reached down and aimed my cock at her tiny hole. I pressed the head against her gently at first but then harder. Nothing happened. I pushed again even harder this time. Just as I did Lynn pushed up with her hips and the head popped in past the opening to her vagina. I was in. Just barely, but in my little sister. Her face was pale and all scrunched up. It was obvious she was trying very hard not to show her discomfort.

"You OK lover?"

Her voice was small but she managed to squeek out a yes. I pushed in further. There was plenty of lubrication from both of us licking and sucking before we started. My cock moved in a little more and hit her hymen. She winced. I wasn't sure I could do this. She tried to smile as she pushed up at me with her hips. I slid in and could feel the hymen stretching. Then I looked at her face and saw tears running down her cheeks. She was pale and I could see the pain was bad.

"That's it" I said as I pulled out. "I can't do it with all the pain I'm causing you." Lynn looked heartbroken and the tears were really pouring out now. "Oh pleeeaase," she cried. "Can't we try just one more time?"

Truth be told I wanted this as much as she did but I couldn't stand to see her in pain. I thought about it for a second and then gave in. "OK, but we do it differently this time." Saying that, I moved Lynn over to the side and lay down on my back.

"You get on top this time, but first go in the bathroon and get the tube of KY Jelly Mom uses when she gives you an enema." She was gone almost before I finished talking. In a flash she was back and had the top off the KY. She knew what I wanted to do and took it on herself. She squeezed out a big glob of lube into her little palm and then wrapped it around my cock. She slid her hand all around and up and down getting me well lubricated. Then she held the KY against her pussy and squeezed. She was ready now.

Lynn put the KY down and wiped her hand on a towel she had with her. Next thing I knew she was on top of me and aiming my cock at her hole again. With all the lube it slid around and was a little hard to get lined up. Finally she got it against the entrance to her love tunnel and she sat down slowly. This time I slid in more easily and was again pushing on her hymen before I knew it.

"Take it slow, Baby. Pull up and then slide down a few times to get used to it and stretch you out." She followed my intructuions and slowly raised and lowerd her tight pussy on my cock. But we were still not through her virginity. I started to tell her we needed to stop again.

"Honey, I think" was as far as I got. She knew her last chance was about over and with all her srength she slammed down. It worked. I was through and about half my cock was buried in her pussy. But she was in pain and crying again. I knew the worst was over now and pulled her down onto my chest. I held her still, not moving our hips so that my cock was not causing any new pain. "Just hold still lover, while you get used to it. You let me know when you feel ready to move again."

Her head was on my chest and I barely heard her answer, "OK". We stayed in that position for a few minutes. As I held her I planted kisses all over her face until I reached her mouth. I pressed my lips to hers. She pressed back and opened her mouth a little. Soon our tongues were exploring each other's mouths. It was another very passionate kiss like the one earlier. This kid was a great kisser.

Then, very slowly she began to move a little bit at a time. She was obviously tender but seemed to gain comfort as she moved. I let her do all the work. I did not want to cause her any more pain. I would be devastated if we had to stop now, but I would if she asked. She continued to move up and down on my cock. I went a little deeper but not much. She was just so small.

Now she sat up again. There was a smile on her face and it was from ear to ear. "It stopped hurting" she said. And with that she took full control and moved up and down faster and faster. Now that I could see she was enjoying herself I was able to enjoy it too. As a matter of fact I was rapidly nearing my orgasm. I was about to tell her when she beat me to it. "I'm going to cum again. Oh it feels so good. Oh, oh, Sky it feels even better than last time."

I was very near too. We both groaned and panted. Lynn was moving faster than ever and I was pushing up too. I tried not to push too hard but it was not easy. Then Lynn suddenly became rigid. Her body was like a board and her face was contorted as she reached her second orgasm of the day. I was right there with her and began pumping great gobs of cum deep into her pussy. She was so tight the cum ran out around my cock. It lasted only a moment but seemed like an hour.

As we both came down from the terrific joint orgasm, Lynn collapsed on my chest again. We were both out of breath and drenched in sweat. I felt like I had run a marathon and she looked like she had run it with me.

We lay there for a long time not thinking about anyone but each other. We kissed again and again. After a short time Lynn raised her head and looked me in the eye.

"Did I do it right? Was it good for you too?"

"It could not possibly have been better my little love. It was the best I ever had and I doubt I will ever have another as good." She smiled that special smile of hers and said, "It was great for me too. I never knew it would be so good. And you were so good to me. But....."

I was worried now. I had just heard that awfull word. BUT! "But what?", I asked.

If possible her grin got even bigger. "But, don't bet that you will never have another one as good. I intend to ask again many times. And you know what they say about practice."

With that we both broke into great big belly laughs. I knew then that it was ok and we would do it many times again. As we lay there recovering and enjoying each other the phone rang again.

I looked at Lynn as she picked up the phone. She shrugged her shoulders at first as if to say she didn't know who it was. I waited and listened.

"Hello?"

"OH. Hi."

'Uh, nothing."

"No, she had to work a double shift and we are all alone."

"Well, I don't know."

"I know, but he told you not to worry."

"OK, I'll ask him."

Lynn turned to me. "It's Kathy. She's still worried about what happened and wants to come over to talk to you about it. Is it ok?"

I thought about it for a full second. "If her folks say it's ok then she can come over. See if they will let her sleep over." Lynn got that grin on her face again and returned to the phone,

"He says ok if your folks say so. Ask if you can sleep over but don't mention that my mom is not home."

There was a long pause. Then "OK". She hung up the phone and with a big grin said, "It's ok with her folks. She"ll be right over."

End of chapter 03.

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