The Sleep Over

My neighbors were going on a trip to Hawaii for their wedding anniversary, and needed someone who could stay at their home and take care of their two daughters. They had lived next door to us for 14 years, and I used to mow their lawn in the summertime. Their two girls, Holly and Michelle, were identical twins both 11 years old.

That Sunday morning I arrived at the Carlsons house with a bag and my books. Mrs. Carlson answered the door and invited me inside. After a brief 5-minute chat about school and my future, she led me down the hall into the den/recroom. There was a fold out sofa-bed and a phone, and she told me that I would be happy to know that the girls bedrooms were upstairs so I could have some quiet to study.

She started to go over my duties as a live-in babysitter. Holly had ballet every day after school except Fridays, and Michelle had swimming on Tuesdays and Thursdays. They were to be in bed no later than 8:30 weeknights and 10 p.m. weekends. They were not to have any sleepovers while I was there.

She told me that she had dropped the twins off at the mall and told them to meet me in front at 3:00 p.m. It was about 2:15 p.m. then, and I planned to leave soon to get them. They left for their plane and I took off shortly afterwards to collect the girls and bring them back home. I got there a few minutes early and parked by the curb and waited. About three minutes after 3 they emerged together with another girl their age. I started my car and tooted my horn, and they shrieked and laughed and ran to the car. As they climbed in the backseat, they introduced their friend Shelley who also needed a lift home. I hadn't seen Michelle and Holly for over a year, and they were growing up! Both had long wavy blond hair and blue eyes, and would turn 12 in August. Shelley was a very pretty Japanese American girl with long black hair. They told me Shelley was already 12 years old, and was the best swimmer Northshore Junior High had on the girls team. As I drove I looked over at her sitting beside me. Skinny for her age, I thought, and 12? She looked about ten compared to Holly and Michelle who were already showing some breasts and hips. But I guessed that Asian girls didn't develop at the same rates, or perhaps she was just petite. She was almost a head shorter than Holly and Michelle as well. As I drove they threw a small Koala bear back and forth at each other.

After I dropped Shelley off, Holly came and sat next to me and asked me if I thought Shelley was cute. Sure, I said, for a little kid. Holly laughed and told me that Shelley was older than her age, and that she thought I was pretty cute too.

Tuesday afternoon I picked Michelle up from swimming. I went inside and sat on the bleachers next to the pool with some other parents. They were swimming laps and it took me a few minutes to find Michelle. When I did, she saw me and waved. A few minutes later the girls got out of the pool and ran to the locker room. I noticed Shelley getting out of the pool and couldn't help but notice her body in relation to Michelles. There was something about the shape of Shelley's body, and the tone of her young muscles that greatly aroused me. Shelley was short for a 12 year old, about 4'9", while Michelle and Holly were about 5'.

The rest of the week I struggled with my thoughts of Shelley at the pool. Then on Thursday Holly and Michelle announced that they would have a sleepover on Friday night with Shelley. I reminded them that they were not supposed to have a sleepover when their parents were gone, but they pleaded with me so I gave in. At least Shelley would be there. I could get a chance to talk to her.

Friday after school I picked up Michelle, Holly and Shelley and stopped to get a video. Once we were back home, I ordered pizza and the girls went into the livingroom to watch the movie. The pizza arrived and I called my girlfriend over to meet me and have some pizza. The girls continued to watch their movie and I waited for Amy to come over. She arrived and we went into the den and closed the door. After a while, with the girls giggling and laughing in the next room, Amy decided she didn't feel "in the mood" to mash on the couch so she left. I sat on the couch and watched some random show and thought of Shelley and what she would wear to bed.

Just as my imagination started to get the best of me, a knock came on the door and it was Michelle asking if it was alright if they stayed up past 11 p.m. I said sure and she left. She wore a long t- shirt that had mickey mouses all over it that hung below her knees.

I picked up the two wine coolers that Amy had brought and went into the kitchen and put them into the refridgerator and went back into the den. I caught a quick glimpse of Shelley, her long black hair pulled back into a pony-tail with a rubber band. About an hour later I heard some loud laughing and screaming and decided that it was time they go to sleep. I went out into the livingroom and immediately saw an empty wine cool laying on its side on the floor. Holly's cheeks were flushed red and Michelle was laughing uncontrollably. Holly gleefully told me she and Monica had drunk the empty wine cooler and she was having a second one. I quickly grabbed the bottle out of her hand and walked into the kitchen and emptied it. I walked back into the livingroom and noticed Shelley was not smiling, and was just watching Holly and MIchelle horse around. I told them they should go to sleep and went into the den to sleep myself.

It was a little after midnight and I was in bed reading when I heard a soft knock on the door. It was Shelley and she apologized for Holly and Michelle and told me that she had not drank any. She said that they were both passed out in their sleeping bags and that she couldn't sleep. She asked me not to tell her parents. I told her I wouldn't and that she should go to sleep now. She said ok, and a tear rolled down her cheek and she started to cry. I got out of bed and went to her and gave her a hug and told her it was ok. But she kept crying and I thought perhaps there was something else going on. I didn't know what to do but I didn't mind having my arms around her. Then I suddenly noticed something. My penis had somehow found its way out of the little flap in the front of my boxers and was hanging out very near to her hand. I reached down to correct the situation but wasn't quick enough and her hand brushed against it and I jolted away from her and tucked it inside. She had seen the whole thing, and realized what had happened. I apologized and was very nervous and suggested that she go back into the livingroom and go to sleep. She kind of smiled at me and said ok and turned to leave. As the door shut behind her my heart raced and my cock grew quickly. I wondered what to do next. I thought of taking my underwear off and running out there to her, but quickly laughed that thought off and took my tshirt off and started to masturbate when another knock came on the door...

I said come in after getting back into bed and pulling the covers up over myself. I lay down as if sleeping and without turning to look at her said that she should go to sleep now. Then I turned around and she was standing just in front of the door looking at me. My cock surged! I stood up wearing only my boxer shorts, and walked towards her. When I reached her, I put my my arms around her and held her to me. Then I stood back and pulled my underwear down to let her see my cock. She giggled and reached out and lightly took the head in between her fingers. I took her hand and wrapped it around the shaft. She slowly felt the length. I got down on my knees in front of her and lifted her lont tshirt up until I could see her panties.

They were light blue with little pink hearts around the top. I lifted the tshirt up until her nipples were exposed then up and over her head until she was standing there wearing only her panties. Her flat chest and tiny pink nipples hadn't begun to swell, and her hips remained narrow showing no signs of puberty. I stood up and kissed the top of her head, then her forehead, her cheek, her nose, then her little mouth. I relished her lips, and stuck my tounge deep into her mouth feeling her tounge and teeth. I pulled her closer to me, my penis pressing erect against her chest. I knelt before her and kissed her nipples and took each one in my mouth and sucked. I kissed her flat hard stomach, her little belly button, her tiny thighs, her knees, her calves, her ankles and her feet. I smiled up at her, and ran my hands up her body to her pretty face. I kissed her hands and my heart was pounding. I looked at her panties, and the slight buldge between her gently curving thighs. I took the waistband in my hands and started to pull them down. Then I couldn't wait any longer and I pulled them quickly down and there it was. Her vagina, her sacred place. Her beautiful pussy. There were no signs of hair anywhere. I stared with big eyes. She giggled.

I stood up and took a few steps back to get a better look at her. There, standing a few feet away was a completely naked girl. And not just any naked girl! A very pretty naked girl! A very pretty naked 12 year old Japanese American girl! And I was standing before her with my hard cock in full sight. She looked beautiful standing there naked in the dim light. I walked over to her and knelt down to look at her pussy more closely. I touched it lightly with my finger, tracing the beautiful hairless outer labia. I just petted it for a moment. Then in a rush of lust, I leaned forward and gave it a few licks as she stood there. The skin was infinitely smooth, soft, and very very warm! I picked her up into my arms and layed her down on the bed. I got beside her and spread her thighs open and began to really stroke her pussy with my hand. Slowly at first, then as she began to squrim and squeek in pleasure, I quickened my pace. She was moving her little hips and arching her back. Then I stopped and she immediately put her thighs together again. I bent down and started licking her labia and she opened her legs again, and I spread them wider and her pussy opened up slightly to expose her light pink inner lips. Then I began really sucking her vagina. Her clitoris was easy to locate and I began to suck hard on it and the surrounding area. She was very wet by this time and loving every movement of my tounge.

Then I stopped and took my cock and straddled her pussy and rubbed my head against her pink lips for a moment until my cum exploded out all over her chest and stomach and pussy. Her little body glistened with my cum, and I bent down and began licking some of it off of her chest and stomach. Then I continued licking down to her pussy. Then I stopped and got up and grabbed her shirt and put it on her over her head and put my robe on and we snuck upstairs to the parents bedroom and their bathroom. I removed my robe and led her into the shower. I got her all rinsed off and lathered up some very fragrent liquid soap and spread it all over her little body. After she was all soapy I turned the water on and rinsed her off really well until her whole body was shiney and clean. She just stood there proudly before me grinning. And she was naked. Then I handed her the wash cloth and she soaped me up and spent a considerable amount of time soaping my cock and balls. While she washed me, my cock grew to full size before her. Then she rinsed me off well and shut the water off again. Meanwhile, my cock stood at attention before her. She put her head down and kissed the head and grinned up at me. Then she took the head in her mouth and gently sucked, stroking my balls with her hands as she sucked. This little girl, this beautiful little naked Asian girl was sucking on my cock! I couldn't stand it and took her head in my hands and began to slowly move it up and down. I began to move it faster and pretty soon I was all out fucking her mouth. My balls were churning up some pretty hot liquid and suddenly I was erupting, pumping and gushing my load into this young girls mouth, all out throbbing my balls about to explode. When the pulsating stopped I could hear her swallowing. My cock was half soft now, and she kept it in her mouth toying with it with her tounge. Then she let it fall out of my mouth and licked it a little more as well as licking my balls. I picked her up and carried her out of the room. I saw a scale by the door and put her on it, 65 lbs! What a tiny thing! How beautiful she was, so beautiful naked! Then she jumped up on the bed and spread her legs open and thrust her pussy in the air. I gratefully sucked it for a moment, then felt my cock stirring. I stopped sucking, and got above her and began to rub the head against her pussy. Then I propped her head up with a pillow and knelt over her and pressed my cock inside her mouth again. I gently fucked her mouth and came quickly in her mouth.

We snuck downstairs and Holly and Michelle lay silently asleep in their sleeping bags. I silently knelt beside Holly and unzipped her sleeping bag. Shelley knelt beside me and watched as I pulled her shirt up and saw her panties. I reached out and stroked her pussy through her panties, then put her shirt back and zipped her bag back up.

I would get another chance...