Her warm mouth on mine sent shivers of expectation shooting right down to my cock. I knelt up and pulled the covers off. Barbara looked up from where she lie and slowly pulled her nighty up to her shoulders. I pulled my PJ bottoms off. She looked up into my eyes, smiled and said – and I’ll never forget her words – "Do something to it".

 

I kneeled over her with one knee on either side of her hips and kissed her mouth again getting even more excited. I reached behind me and cupped her pussy with my hand, slipping my middle finger into her slit and started circling her clit. She started whimpering and wriggling her hips. I slid my finger down to her hole and slowly started pushing it in. She was really tight around my finger but I was able to push it all the way in. I didn’t know about hymens then but guess she lost her cherry with all her playing around with herself. I started to push my finger in and out very slowly, all the while kissing her, and I could feel ridges at the top of her canal. She really started moaning and grinding against my hand when I rubbed by finger over these ridges. Now I wanted to get a good look at her pussy. I stopped kissing her and started to scoot down her body on my hands and knees. She had been holding on to what were little more than small bumps where her nipples were. I stopped there, moved her hand aside and sucked hard on one of her nipples and then the other. This made her sigh. I continued my journey down and when my face was even with her pussy, she opened her legs wide giving me a perfect view of my heart’s, and dick’s, desire. Her outer lips were puffy, firm, pale and completely bald. With her legs being open wide the way they were, her lips were parted and I could see her inner lips in the light of the door lamp. Both of us were enjoying having the room to stretch out on a big soft bed and comfortably explore each other. Her inner lips were a dark pink and I could see her clit at the top, which seemed swollen. I put a thumb on each inner lip and spread them. The inside was a lighter pink and I could see down to her little love hole. The inside of her pussy was glistening with moisture. The aroma was wonderful and I put my face very close to enjoy it more. I guess she felt my breath on her inner pussy and got very excited, squirming her hips and pushing her pussy up closer to my face.

 

I just dove in putting my whole mouth around her entire pussy while running my tongue up the middle to her swollen clit. When I touched her clit Barbara started moaning and squirming again. I figured that was the place to be so I concentrated my attention there and began sucking on her clit. I decided to put my finger back in her hole and started rubbing in and out over the ridges at the top while I continued to suck on her clit. Her whole body stiffened and trembled and her whimpers turned into squeaky sounds and little Barbara had her first orgasm - from another person. She put her hands on my head and pushed me away while closing her legs. She rolled to her side and lay in a fetal position. Her body would spasmodically jerk every three or four seconds. After about a half minute she rolled on her back and smiled at me. She said " I’ve never felt anything that good before, it was really excellent".

 

She sat up and said "my turn" and pushing me into to a lying position on my back, slid down the bed with her face over my cock. Getting a firm grip on the shaft she pulled my foreskin back and started licking the mushroom head, teasing me while staring into my eyes. She slowly took the head into her mouth closing her warm lips around the crown and sliding it in and out of her moist mouth. She began to stroke the shaft and crown of my cock while moving the crown in and out of her mouth to a depth of about two inches. This was great and I felt a tenseness building in my entire body, but particularly around my groin and dick. She continued this for a while but my tenseness never grew to a point of release. After about ten or fifteen minutes she stopped and asked, "Was that OK?" I assured her it felt great which it had. We both relaxed with our heads back on our pillows and held each other close with her head on my shoulder and my hand on her naked ass. I loved the feel of her naked ass and was gently rubbing her buttock and sliding the palm of my hand down to her thigh and back up again. I ran my fingers lightly over the crack of her ass, which made her shiver. I was really enjoying myself when we heard grandpa get out of bed. We thought he must have heard us and was coming downstairs to check. We quickly resumed our positions on opposite sides of the bed pretending sleep.

 

Instead of coming down as we feared, Grandpa went up to use the bathroom upstairs. After he was settled back in bed we scooted over to each other but this time Barbara rolled her butt to me and we spooned. My cock was still hard and was pushing at her ass. She opened her legs a little to let it slide between them and now it was right at the bottom of her pussy, which was still wet. A few hip adjustments on each other’s part and my cock was sliding between her outer lips and bumping against her clit. She said MMM and I agreed. After a couple minutes of this a lots more MMM’s I got a bright idea. It occurred to me that my dick felt so good inside her warm moist velvety mouth and that he pussy was also warm moist and soft inside then my disk should feel good in there too. It certainly felt good having the top half of my dick sliding around in there.

 

I whispered to Barbara, "Want to try something else?" She said "Sure" so, in a flash, I was back on my knees in between her wide-open legs with her lovely pussy looking back at me. She said "what are you going to do?" Without answering I grabbed my dick in my hand, scooted forward and started rubbing the head up and down her slit and around her clit. I could tell she liked this because she started whimpering. I wasn’t exactly sure what to do next but I figured that if my finger went in her hole and she liked it, then maybe my dick would do that as well. My cock was now rock hard and when I guided the mushroom head down to her hole, Barbara quickly got the idea and tilted her hips up a bit so I could get it in more easily. She looked up at me with wide-open eyes and her mouth partially agape when I started to push in. She was very tight and it wasn’t going in easily, but going in it was, very slowly with each of us feeling every sliding micro inch at a time. Her eyes got bigger and bigger and when the crown was almost through, she sat up on her hands to look. I stopped so she could see and, still staring at the head of my cock at the opening of her pussy without looking up to my eyes, she suddenly thrust her hips forward and my prick disappeared inside her and went all the way in almost to the hilt. Barbara moaned and I grunted with a sudden burst of pleasure.

 

I started to move in and out and was amazed at how soft, warm, wet and at the same time firm her hot little cunt felt around my dick. The thrills kept on building. One great part of this kind of sex I decided was being able to look down at her face and see the pleasure and the passion there. Her eyes were half closed now and looked glassy and she was starting to pant and grind her hips while I pushed in and out and in and out. I leaned down and licked and sucked on her nipples. She moaned and picked up her knees closer to her chest. This opened her up even more and I was able to pick up the pace and go faster and faster. I could feel the tension building in my balls this time and it was coming on quick. Barbara was making squeaking sounds again and I could feel her cunt tightening around me. I was all of a sudden overwhelmed by spasms and when I looked down Barbara was shuddering again. This time instead of pushing me away she wrapped her arms around me and her legs around my ass. Every time she spasmed I would feel her cunt muscles spasm too and my cock would jerk in response.

 

We lay there like that for a while and slowly separated and Barbara fell asleep. I fell asleep after her and made sure my PJ bottoms were back on and I was on the other side of the bed first. It took me a while to get to sleep as I lay thinking about what had happened, how good it all felt and what it was all about anyway.

 

Eleanor and Barbara moved out a few weeks later. They went back to Eleanor’s hometown somewhere in Pennsylvania where Eleanor found a job. We had a couple more sessions in the hiding place before she moved but nothing like that special night. We never had a chance to sleep together again but I will never forget the time we did. The day before she moved and we were alone she kissed me and said, " I will always remember you, please don’t forget me". I never saw or heard from her again – four and six year olds don’t write letters – but I do remember her.

 

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