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Lilly was jealous of her older sister. When her parents left for the weekend, her sister had an all-night party. Guess who ended up in her bedroom with 5 high school guys?
Lilly was jealous of Emma. Her 17-year-old sister seemed to have everything Lilly wanted: she was allowed to stay up late, to go to teenagers' parties by herself, she was always surrounded by attractive older boys, and, not least of all, she had larger breasts. Not like the little orbs beginning to form on 14-year-old Lilly 's developing chest, but real, rounded, shapely, succulent teenage breasts that attracted all the boys.

Emma, on the other hand, viewed Lilly as more or less of a pain. She was constantly trying to get her little sister to stop following her around, so she could party with her friends -- hang out and drink and smoke dope and make out with boys. Although still a virgin, she loved making out and letting boys fondle her breasts and rub and squeeze her nipples. She had even let a few . . . finger her pussy to orgasm and she had something of a reputation around the senior class in her high school . . . for giving great hand jobs.

Needless to say, Emma was extremely popular with the boys and there always seemed to be several around, whenever Lilly wanted to hang out with her big sister. The boys and Emma did their best to ignore Lilly, which only fueled her jealousy.

Not that Lilly wasn't a very attractive girl, in her own right. Medium-length dark brown hair framed a perfectly proportioned face with slightly pouty lips and an adorable little nose. Lilly had deep brown eyes, an infectious giggle, and a bright smile that showed cute dimples. Though her breasts were small (but definitely in full development), Lilly 's legs would have been the envy of any older girl. Seeing her walk down the street, even grown men found themselves transfixed by the rising and falling hem of Lilly 's school uniform skirt, entranced by her shapely, smooth and perfectly formed golden calves and thighs (Lilly preferred the freedom of skirts and dresses to the confinement of pants).

Her petite, nubile figure certainly attracted the attention of some of the more aggressive boys in her eighth grade class, who sometimes tried to "cop" feels of her budding breasts and irresistible little behind. Lilly was definitely not interested in them, however. The high school senior boys her sister hung out with . . . seemed so much cooler and more mature, if only she could get them to pay attention to her.

Lilly knew that her sister made out with her boyfriends, but she didn't give sex much thought until the day she accidentally spied on her sister giving a guy a hand job. She was shocked! She had hardly seen a penis before, and certainly not an erect one! Lilly watched, totally fascinated, as her sister's slick hand caressed the boy's shaft. It was so rigid, and seemed to have a life of its own.

Lilly gulped as Emma began to stroke more rapidly and firmly and the boy's breaths grew shorter and more labored, becoming moans of pleasure and desire. All of a sudden, the boy groaned and his cum burst out into the air, landing in big white globs all over Emma 's face, hands and clothes. Lilly gasped in surprise and excitement. A shiver like an electric shock shot through Lilly's entire body as she watched the white cum . . . spurt out of the boy's cock again and again.

Lilly couldn't stop replaying that scene in her mind. She began to fantasize about boy’s cocks. Although she knew what sex was, her innocent mind couldn't quite picture what it was like, so Lilly's fantasies centered around being surrounded by several hard cocks, and of having them rubbing all over her face and body. And most important of all . . . her titties and stiff nipples that were almost always at play.

While having these fantasies, Lilly noticed a strong tingly feeling building between her legs, and she instinctively pressed her legs together to intensify the feeling. Soon she discovered that she could feel even better if she rubbed herself down below, and not long after that . . . she was regularly bringing herself off while fantasizing about being surrounded and rubbed all over by hard, pulsating, lovely cocks.

One day, the girls' parents told Emma they would be going off on a much-needed getaway weekend, leaving her in charge. Now that Emma was nearly 18, they felt comfortable doing so. Emma, like any self-respecting teenager, immediately made plans for a party at her house, while trying her best to persuade Lilly to sleep over at a friend's house that night. But Lilly would have none of it. There was no way she was going to let herself be shut out of an unsupervised party at her own house. The very thought of being there . . . thrilled her no end.

Using the threat of telling their parents about the party, Lilly finally got Emma to reluctantly agree to let her stay. Emma was disappointed and resentful, and in response, came up with some rules that she thought would protect her self-interests and still let her have some fun with the boys.

"Okay, you can stay for the party, but no drinking liquor or smoking ANYTHING for you," she told Lilly sternly. "Also, anything you see . . . stays with you. You are not to report anything to anyone, not even Rachel." (Rachel was Lilly's best friend.) "And finally . . . my bedroom is OFF LIMITS, period. You are not to set foot in there for any reason any time during the night. Do you understand?"

Lilly readily agreed to Emma 's terms. She had no particular interest in drinking or smoking dope. Having never been to a party given by older kids, she didn't really have any idea what might go on there. She was happy just being allowed to hang out at a party with Emma and her friends. She rejoiced in the anticipation of staying up late like her sister . . . and having fun hanging out with the older kids. And maybe some of Emma 's cool high school senior friends . . . especially the boys . . . would talk to her.

On the day of the party, both girls were nervous and excited. She had asked her friends to dress up for the party. As a result, Emma put on her slinkiest, sexiest dress. She was looking forward to having her pick of boys to flirt and make out with, to feel her up and maybe even make each other cum . . . hopefully several times. To Emma 's annoyance, Lilly kept hanging around as the older girl dressed and put on her makeup.

Lilly thought Emma looked stunning! Lilly begged her older sister to let her put on some of Emma 's makeup too. At first, Emma refused. But, after tiring of Lilly's continual pleading, she finally relented.

"Okay, Lilly, but just a little bit. We don't want you looking like a little slut. Here, let me put it on for you." Lilly was happy that her sister was willing to help her, not only because Emma was an expert makeup artist, but also because she had been nasty and curt to Lilly all day.

When Emma was done, Lilly looked at her face in the mirror. It was perfect! Emma had applied just the right amount of blush and lip gloss to give Lilly's pretty face a definitely sexy, yet demure and innocent look. Lilly felt so much older and more mature looking in the mirror. 'God, I could pass for sixteen,' she thought excitedly.

"Oh, thank you, thank you!" cried Lilly, hugging her older sister.

"Yeah, yeah, okay," replied Emma, grudgingly accepting her sister's gratitude. "If you really want to thank me, just remember my rules."

"I will," replied Lilly solemnly. The party took a little while to warm up, but soon there were lots of kids dancing, talking and having a good time. Lilly was excited to be part of it, but was a little surprised at how out of it, she felt. She stayed close to Emma as much as she could. But around 10:00 (Lilly's usual bedtime), her older sister disappeared with a guy into her bedroom and Lilly was on her own.

She wandered aimlessly around the party. She knew some of the guys and girls there, but none of them were interested in dancing with her or giving her more than a friendly, if patronizing, hello. Anyway, the music was too loud and wild for her. Lilly knew she had promised her sister no drinking, but out of nervousness and boredom she sneaked a few sips of wine from some of the kids' glasses when they weren't looking. Lilly wasn't used to alcohol . . . since she had only had it a few times on special occasions. She liked the effect the wine was having on her, making her feel more relaxed, attractive, and even sexy.

But after a while, she also felt a little tired. She decided to go upstairs to her room for a while to get away from the party, which was turning out to be a big disappointment for her. On her way to the stairs, she passed the TV room. The lights were low in there, but glancing in, she could clearly see two couples making out. On the love seat, a boy and girl were amorously entwined, French-kissing and wriggling against each other, while on the sofa another couple was doing pretty much the same. Lilly stood in the doorway, unable to stop herself from looking in on the scene unfolding before her.

The couples in the room seemed oblivious to her presence. Lilly wasn't sure, but she thought the girl on the love seat might be Emma 's friend Kelly, a pretty 16-year-old junior. Her long blonde hair fell down across her face as she sat across her guy's lap, passionately kissing him. Lilly could see the boy's hand slowly sliding up and down the young girl's thigh. She thought she heard a throaty moan as he began softly caressing her breast through her dress with his other hand.

Lilly gulped as she saw his hand travel up under her dress. The girl pushed the boy's hand away twice, but when it returned a third time, she let him continue. Lilly watched spellbound as the girl allowed her dress to be hiked further and further up her shapely young legs, until her pink panties were visible. Soon the girl’s thighs were parting . . . as the boy's hand disappeared into her pussy. Lilly shivered with desire, wishing it was her sitting on his lap.

Meanwhile, the pair on the sofa seemed to have progressed even further than the first couple. Lilly recognized them as Bobby and Melissa, who were in Emma's class. She could see that Melissa's top was fully undone, revealing one small, very bare breast. Her exposed nipple glistened slightly in the soft light, and she knew it must have been sucked recently. But Bobby's attention seemed to be elsewhere. As they kissed, Lilly noticed that Melissa's jeans were unzipped and that Bobby's hand seemed to be buried in the girl's crotch. Soon the thin fabric of her panties were pulled aside as the teenage boy's busy hand, caressed her.

Lilly found herself imagining what it would be like to feel what Melissa was feeling at that moment, and she caught her breath as she felt a familiar warmth building in her own pussy. Melissa's eyes were closed as she breathed heavily, but Bobby's eyes were not, and he happened to glance over at the doorway where the young teen girl stood. Lilly felt like running, but felt rooted to the floor. For a long moment, their eyes locked. Lilly felt a shiver of arousal travel through her young body when Bobby smiled at her . . . and continue to kiss the girl and finger her excited pussy.

Lilly felt suddenly mesmerized . . . as Bobby slowly unzipped his pants and pulled out his fully erect cock for her to see. But when he winked salaciously at her, she panicked and fled upstairs. Flushed and flustered, she paused at the top of the stairs for a minute, holding onto the banister until her heart slowed down a bit and her breathing returned to normal.

When she got to her room, she was surprised to see five nice-looking guys, all about seventeen to eighteen years old, sitting on the white shag carpet in a rough half circle, smoking a joint. Lilly knew two of the guys in the room . . . Mike and James were Emma's friends. She liked them and thought they were awesome guys, though they had never paid much attention to her. The other three she had never met before.

Mike greeted her with a friendly but distracted "Hey, Lilly " when she appeared in the doorway. 'I guess Emma didn't tell anyone MY bedroom was off limits,' Lilly thought to herself. Even though it was her own room, she didn't feel like she could ask the guys to leave. Not knowing what else to do or where else to go, little Lilly stepped into her room, kicked off her sandals and sat down in the circle joining the guys.

She was wearing a mid-thigh length pleated navy blue skirt, a loose white cotton blouse, and a light pink crew neck sweater. Her dark brown hair was pulled back in a loose ponytail. As Lilly sat down cross-legged on the floor with the boys, her skirt rode several inches up her shapely tan thighs and she was aware that the boys directly across from her could probably see all the way up to her thin white cotton panties.

However, Lilly was tired of being not noticed, and the wine had induced a certain recklessness inside her. Besides, the thought that the boys might be able to see her panties added to the sexy buzz she still felt from the scene she had just witnessed downstairs. She decided to let the skirt stay where it was. The boys were avidly discussing sports as they passed the joint around while music played softly on Lilly 's stereo. The boy on Lilly 's right was in mid-sentence, talking enthusiastically about some basketball player, when he absent-mindedly passed the joint to his left, not even noticing who it was going to. Not knowing what to do and feeling self-conscious, Lilly took the joint from his fingers.

Looking back . . . she had never really cared to try pot, but didn't want the guys to think she was opposed to it. Lilly nervously brought the joint to her lips and tried sucking on it like she had seen the guys do. She immediately started coughing uncontrollably. This certainly got the guys' attention, but not in a way that Lillyhad wanted. She was terribly embarrassed.

"Hey, it's okay," Mike laughed, seeing her embarrassment once she had recovered from coughing. He quickly snatched the burning joint off the carpet where little Lilly had dropped it, while another guy handed her his beer, which she gratefully accepted and gulped down to soothe her burning throat.

"Did you really want to smoke that, Lilly?" Mike asked. Too embarrassed to admit otherwise, Lilly said “yes”.

"Then here, let me show you how it's done." Mike smiled at Lilly, finding that he was taking some pleasure in corrupting this innocent young girl, his friend's little sister. The other four boys looked on with amused interest. He re-lit the joint and put it to Lilly 's lips, placing his hand lightly on her shoulder for balance. As casual as Mike 's steadying hand was on her shoulder, Lilly was very aware that this was the first time he had ever so much as touched her.

She was surprised at how intensely she felt the gentle yet firm pressure of his warm fingers on her. She detected a faint whiff of him as he leaned toward her. Sensing his masculine aroma so close was slightly intoxicating.

"Now just take a little . . . into your mouth," Mike instructed her. Lilly closed her eyes and obeyed. "Okay, now let a little bit go down into your throat." Lilly did so and coughed again, but not so badly this time. After several more tries, she was starting to get the hang of it. And she loved being the focus of attention of the five guys who were teaching and encouraging her. Though her throat hurt a little, she was enthralled by the sensuousness of learning to suck the sweet smoke into her young body.

Lilly kept practicing . . . inhaling marijuana smoke under Mike 's tutelage while the other guys kibitzed with each other. When she finally was able to take in a small lungful, hold it in, and blow it out without coughing, the boys broke into a spontaneous "Aright!" as Lilly laughed along with them. Soon she kept the joint and continued to take in little tokes.

Almost suddenly, the pot began to hit her. The whole thing abruptly seemed unbelievably funny and she found it hard to stop laughing . . . almost continually. When she finally calmed down, she was suddenly aware of five pairs of eyes looking at her with curiosity. She was once again aware that her panties were probably showing. She felt somewhat silly and flushed . . . and very hot. In fact, the room abruptly felt too warm, and her pink sweater felt rather stifling.

"God, I'm hot," Lilly giggled nervously, unaware of the double entendre she was making. She quickly reached down to pull off her sweater. In her inebriated state, her fingers accidentally caught the hem of her loose blouse and lifted it along with the sweater, exposing first her nubile young belly, then her 32A bra, to the gaze of the five boys.

"Holy shit, she IS hot!" exclaimed one of the guys as Lilly 's hands unwittingly lifted her sweater and blouse over her shoulders . . . covering her face.

"Yeah it’s hot, you better take that top off!" another guy joked. Suddenly realizing what she had done, Lilly jerked her blouse back down to cover herself before carefully pulling her sweater off over her head with one hand, while holding down her blouse with the other. The guys laughed and Lilly had another small giggling fit.

"Oh, God, that was, like, SO embarrassing," Lilly squealed, rolling her pretty brown eyes up toward the ceiling and blushing down to her toes.

"Man, talk about a hot flash," chuckled Mike.

"Yeah, and you've got a hot little body," chimed in another boy.

"Yo, Jason . . . fourteen-year-old girls aren't supposed to be 'hot',"

replied James.

"What?" Jason retorted. “Gimme a break! That's no fourteen-year-old girl!" He turned and looked at Lilly, carefully inspecting her body. "You're not fourteen, are you?"

Lilly would have loved to lie about her age right then, but she knew that James and Mike, Emma 's friends, knew the truth. The girl reluctantly admitted, "Well, actually, I am, but..."

"Damn. I thought for sure you were at least sixteen," Jason said, flattering her. "Well, let me tell you, you're definitely the sexiest fourteen-year-old girl I've ever seen." Lilly blushed again at the compliment, looking down at the floor. Emma 's make-up job must have done the trick, she thought.

"Thanks," she managed to say.

"Oh, you are quite welcome, ma'am," replied Jason with exaggerated chivalrousness, his eyes searching out and capturing hers, burning into them. Lilly sensed him appreciatively looking her up and down.

"Mmm, mmm," he muttered, half to himself. Lilly 's body responded to his frankly sexual gaze with a little shiver of excitement, but she was still very embarrassed. An awkward silence followed . . . as the boys shifted nervously. Lilly thought she should explain herself.

"Hey, like, I really didn't mean to do that, it was, like, totally an accident, really," she said, rolling her pretty brown eyes upward. One of the boys cupped his hand over his mouth and said in a mock undertone: "That's all right, we already admired your panties." The guys burst out laughing again.

"Shut up, William! I can't believe you said that, you loudmouthed asshole," laughed James, shoving the boy in the shoulder and knocking him halfway over. Having been caught in her little exhibitionist game, Lilly 's face burned an even deeper crimson. Strangely enough, the burning was spreading to the already stirred-up region between her thighs. Having her body be the focus of attention of these guys, and hearing herself described as "hot" and "sexy" was having a definite effect on her. But the girl's overwhelming embarrassment caused her to adjust her skirt downward, at least enough to hide her panties from the boys' gaze.

"Goddammit, William, you spoiled the show!" chimed in another guy, whose name she didn't know. Lilly, suddenly flooded with conflicting feelings, cast her eyes down at the floor.

"Okay, that's enough guys," interrupted James. "You're embarrassing her. Hey, she's just Emma 's kid sister." James had been just as turned on as the other guys by Lilly 's little show, but being Emma's friend, he felt some responsibility to rescue Lilly from the lewd comments of his friends and a situation that looked like it might be getting out of hand. He looked around him at the pastel furniture and the stuffed animals on the bed. "Hey, I bet this is your room." Lilly nodded. "Oh, shit, it's probably your bedtime and we're intruding. Come on, guys," he said to the group, "we should let her have her room back." He started to rise. The other guys made complaining noises but followed suit, rising to their feet.

"Hey, wait." Lilly 's soft, tentative voice stopped the guys in their tracks. "You don't have to go. I . . . I was . . . having a good time. And learning how to smoke a joint."

"Naw, we really should go," James said, though he now hesitated in his tracks. Faced with the prospect of the guys leaving her, Lilly realized how much she had been enjoying their attention and how much she didn't want to lose it now. Somewhere beyond the buzz of wine and pot in her head, she knew it wasn't a good idea to ask them to stay after what had just happened, but Lilly couldn't bear the thought of them leaving her alone now.

"No, please stay." Lilly looked up at them imploringly from where she still sat on the white shag carpet. James shot Lilly a serious, questioning look.

"Lilly, are you sure you want this?" he asked her.

"Yes," replied Lilly quickly, her face brightening. Then, replaying James’s question in her mind, Lilly 's stomach suddenly lurched at the thought of what James might have meant by 'this', and of what she might have just agreed to, but she was too shy to ask him.

"All right," James replied with a slight shrug. The guys sat back down, rejoining Lilly on the carpet. There was an awkward silence as everyone tried not to stare at the pretty little girl in their midst. Having asked the boys to stay, Lilly now felt responsible for entertaining them somehow, or at least for getting the conversation going.

Not knowing what else to say, Lilly nervously asked, "Hey, does anybody have another joint?" She felt her voice catch in her throat as she asked the question.

"Yeah, sure," one of the boys (Maybe . . . Chet? Lilly wasn't certain) said. He pulled one out and lit it up. The stilted silence resumed as the joint was passed around. When the joint reached Lilly, she took a little hit and said:

"Hey, guys . . . thanks for showing me how to do this without killing myself." They all had another laugh about her earlier coughing fit. Everyone started relaxing a little and the guys began asking Lilly questions.

"So, is this your first time smoking pot?" William began.

"Yeah, how could you tell?" replied Lilly, provoking more laughter. Jason asked:

"So, did you get high?"

"Well, yeah, I'm pretty sure, I mean otherwise I would never have . . ." 'Oops, I shouldn't have said that,' thought Lilly. Suddenly flustered, she stopped in mid-sentence.

"Yeah? Never have what?"

"Oh, nothing," Lilly replied, beginning to blush again. "Never mind."

"No, really, what were you going to say?" Jason continued to press her.

"Well...just that I would have been more careful..."


"...with my clothes..."

"Ohh, you mean the beginning of your little peep show?"

"Oh God, that was, like, TOTALLY embarrassing!" Lilly giggled a bit uncomfortably.

"I'm sorry if we embarrassed you, Lilly, but I have to tell you, it was really a turn-on," said James.

"It was? Really?" she inquired.

"Are you kidding?" said William incredulously. "With your panties showing and your shirt pulled up over your head? God, that was just about the sexiest sight I've ever seen in my life. I was just sorry to see the show end. Of course, I'm sure these other guys weren't turned on by that in the least, am I right?" Multiple emphatic mock denials ensued amid laughter all around, which helped to hide the fact that William's explicit de***********ion of Lilly 's exposed body had deeply embarrassed her, yet thrilled her to her core. But Lilly 's silence and flushed face had not escaped Jason's notice. He turned to her:

"Hey, Lilly," he said softly, "you must have enjoyed it at least a little bit . . . or else you wouldn't have asked us to stay, right?" Lilly looked down and bit her lip, saying nothing. She knew that her silence was a tacit "yes" to Jason's question, but she couldn't bring herself to deny that he had spoken the truth.

"Come on, tell us you didn't get a little turned on . . . while stripping for us," Jason pressed her. Lilly squirmed under Jason's questioning. She felt so ashamed she wished she could disappear, but the burning shame and the growing arousal she felt were becoming harder to distinguish from one another. Though she knew her silence meant another "yes," Lilly couldn't bring herself to speak.

As Jason pressed on, his voice became softer. "How about finishing the show, Lilly? I bet you'd really like that, wouldn't you?"

Silence. "I . . . I don't know . . . " Lilly stammered.

"Hey, we've already seen your bra and panties," volunteered William. "You wouldn't have to go any further than that."

Lilly paused. "Well, I dunno, I mean if you're sure I wouldn't have to go any further . . ." She couldn't believe she was actually considering this!

"Not unless you wanted to," Mike assured her. The other guys nodded.

"Come on, it'll be fun," encouraged another guy, the one whose name she hadn't heard. All eyes were now on Lilly. She felt the unbelievable sexual tension in the room and couldn't believe it was focused on her. This realization sent an unexpected little thrill through Lilly 's crotch and she inhaled sharply in response. She was both excited and scared.

As Lilly looked around at the guys, she found her mind wandering back to her favorite fantasy; and an image flashed through her mind of the five guys in the room as five hard, throbbing cocks rubbing all over her. The tingling in her pussy was becoming more intense. She felt lightheaded with excitement and fear Lilly looked around again at the guys. She saw looks of friendly reassurance mixed with quiet anticipation directed at her.

"Well...okay, I guess," Lilly heard herself say in a shaky voice.

"Yeah, all right!" The guys couldn't believe this was happening either.

"But I'm a little thirsty from smoking," she continued, buying herself a little time. "Can I have something to drink?" One of the guys got up and poured her a glass of wine. Lilly took the glass and drank it quickly, feeling the alcohol burn gently through her, relaxing and emboldening her. She stood up in the middle of the half circle of guys looking up at her.

She was unsure of what was about to happen. William got up and turned the music up a little louder. When Lilly saw Noah get up and lock the door to her room, she felt another lurch in the pit of her stomach and knew there was no turning back. Part of her was wondering how she had gotten herself into this, and part of her was trembling with excitement. As she stood among the sitting guys, some of whose names she didn't even know, her beautiful young face flushed with the thought of showing herself to them, and she hesitated.

"Come on, Lilly, do it for us. Take off your top and then your bottoms for us," Jason softly encouraged her. Lilly began swaying to the music. Another joint was lit. Lilly reached down eagerly for it, inhaled a very long drag . . . before passing it on, and closed her eyes. She pulled out her ponytail and shook her hair loose. It fell to her shoulders, framing her angelic face.

Continuing to move to the music, she nervously undid the top button of her blouse. She was immediately rewarded by encouraging noises from the circle of boys, who complimented her on her sexy body, urging her to show them MORE. She undid a second button, then a third, and her little bra came into view. She was beginning to enjoy herself now; she loved the attention she now commanded from the boys, and the feeling of exposing her body to their hungry eyes was intoxicating.

The tingling feeling between her legs began to take over her consciousness, bringing on a sense of reckless abandon. Lilly was suddenly impatient to undo the rest of the buttons, but she forced herself to maintain her slow tease. When all the buttons on Lilly 's demure white blouse were undone, she slowly slipped it off her shoulders and let it fall to the floor. As the guys whooped their approval, Lilly grinned . . . her cute dimples showing.

On an impulse, she kicked the blouse over toward Mike, who picked it up eagerly. Her eyes now wide open, she began to feed on the lustful looks and words of encouragement she was getting. The tingling in her pussy was gaining in intensity and spreading to her nipples. As she moved to the music, Lilly absentmindedly brushed her fingers over her small bra-covered breasts. She suddenly felt impatient with the article of clothing that was preventing her from feeling her nipples directly.

Knowing full well she was about to go into uncharted and dangerous territory, but too aroused to stop now, she reached behind herself to unfasten her bra before she could give herself a chance to reconsider. Spurred on by the boys' encouragement, she undid the clasp, causing the bra to slip a little bit down her girlish chest.

Lilly let a bra strap fall over her shoulder, letting it linger there a while as she gyrated to the music, eyes half closed, before slipping off the bra entirely, revealing two beautiful mounds . . . topped by the cutest little light pink nipples, now fully erect. The thought that she was now showing off her bare titties to the boys . . . fueled her arousal even further. She could no longer resist touching herself.

Lilly let her hands go where they wanted to, and a low moan escaped her soft, half-open lips as she lightly ran her fingers over her nipples, then gently squeezed them. The boys, who had been murmuring soft encouragements, let go an audible "Oh!" as she did this. As Lilly tossed her bra to another boy, she noticed that they were all now rubbing at their crotches, and she could see the outlines of their erections . . . straining against their pants . . . just the way she wanted them.

Lilly hadn't really seen a real hard cock . . . since she had spied on Emma 's hand job months ago. Now there were five right in front of her, and she wanted so badly . . . to see them all naked! Then, as if he were reading her mind, she saw Jim unzip his pants. She gasped as his hard cock poked out of the fly of his boxers. It looked so beautiful and sexy, and it was pointed . . . straight . . . at . . . her.

"Yes, take your cocks out, I want to see ALL of them!" she heard herself exclaim. ('Oh my God, I can't believe what I just said,' she thought to herself as her sweet innocent face burned with the brazenness of her request.) But Lilly got what she asked for, and immediately there were five real and very live, hot and hard cocks pointed at her as the guys removed their pants and underwear along with their shoes and socks.

Lilly nearly fainted with excitement as she feasted her eyes on the five wonderfully stiff, excited shafts. Her fantasy had come true! Well, almost. That last thought, the thought of what was still missing from her fantasy, made her weak in the knees. The guys resumed slowly stroking their now naked cocks . . . as they watched this beautiful, hot, bare-breasted 14-year-old teen girl display herself to them.

Before she knew what she was doing, Lilly 's hand had found its way under her skirt to her panties. What? Had she peed in them? No, oh my God, she thought, that's my pussy . . . all wet! She felt embarrassed at first, but then found herself becoming excited by what she had done to herself. The sweet, innocent girl suddenly wanted to show these boys how wet she was. Lilly’s hand shook with lust . . . as she undid the buttons of her skirt, unzipped it and let it fall to the floor, revealing her fully soaked panties to everyone.

The wetness made the thin material of the panties cling to her and also made them semi-transparent, so that the outlines of the girl's slit was visible to all. The musky smell of Lilly 's arousal began to fill the room. Lilly could no longer contain herself. Her fingers slipped under the waistband of her soaked panties, and she began to rub her small fingers up and down her tiny slit. She had never been so open or so wet, and though she had secretively masturbated many times before, she now found her clit for the first time.

"Oh my God, oh, ohhhhh," she moaned, as her fingers found it again and again. Lilly, the pretty 14- year-old virgin, was on the verge of her biggest orgasm ever, right in front of five guys . . . excitedly stroking their cocks at her!

"Oh my God, oh my God, yes, YES!" she shouted as she brought herself to a shattering climax, falling to her knees on the carpet with her little hand still stroking her pussy under her soaked panties. She had never dreamed she could cum so hard!

Then, to her amazement, while she was still cumming on her fingers, James and William groaned and shot thick wads of white sperm at her. Lilly felt one big, hot wad . . . splatter across her small breasts, and another one splash across her bare thigh. Normally, after experiencing an orgasm, Lilly would have had enough and stopped. But the sight of the sperm shooting on her and the feel of its hotness on her body, along with the continued presence of five erect cocks, fueled Lilly's lust to a never-before-reached peak.

Still on her knees, she looked down at the sperm dripping on her body. As she contemplated how utterly wicked she must look, with her dripping wet panties all splattered with sperm . . . a fresh, even stronger wave of desire filled her as she knelt among the boys, breathing heavily. Lilly knew she needed more, but didn't know how to continue. A little whimper of animal lust escaped her lips as she looked pleadingly at the boys' faces.

For a moment, everyone in the room was still. Then Jason reached out and began stroking Lilly’s tits, and using the cum on her chest as lubrication, he gently rolled and squeezed her nipples between his fingers. William crawled over and slipped his fingers under the waistband of Lilly 's wet panties. He began teasing his fingers over Lilly 's wet, aroused teen slit. The boy whose name Lilly hadn't learned yet . . . crawled up behind Lilly and began to ease her soaked panties down over her slim hips.

He slowly pulled them down her thighs until they were at her knees, and began caressing her cute little bare behind. Lilly was so overcome by these new sensations that she fell to her hands and knees. She felt her panties being jerked past her knees, pulled down to her ankles and then removed entirely. Now completely naked, she saw the boys removing the rest of their clothes as well.

From her new vantage point on all fours, Lilly saw that Mike was sitting directly in front of her . . . masturbating as he looked at her. She found his hard cock irresistible and reached one hand out toward it. He obliged her by inching closer. Lilly slowly wrapped her small fingers around his shaft as she felt her very first cock in her hand. It felt exquisite! So hard, yet soft and velvety at the same time. She felt an overwhelming desire to kiss it. Lowering herself to her elbows, she held Mike's cock in one hand while gently cupping his balls in the other, and began kissing the hard, hot shaft all over. Next, Lilly began rubbing it all over her sweet, angelic face.

It was even better than she had imagined in her fantasies to feel the soft, hot skin of his erect shaft all over her face, on her lips, her nose, her cheeks...Lilly was in heaven, moaning and purring with satisfaction and desire. While she was enjoying the sensation of this lovely cock on her face, William, who was still playing with little Lilly 's pussy, found her clit and began fingering it in slow, steady strokes. Lilly groaned as she felt another orgasm approaching. Then, while continuing to manipulate her clit, William slipped a finger, then two, between her beautiful, hairless pussy lips and eased them deep into her. She had never even done this to herself! Overwhelmed by this new and unexpected sensation, she bucked uncontrollably on the boy's hand and screamed out in delight as she came all over him.

Lilly was on fire. She was finding out so much about her body and wanted more and more. She returned to exploring Mike's cock. As she continued to rub it on her face, he gently took her head in both hands and placed her lips on the tip of his shaft. Lilly kissed it fervently and was going to continue her rubbing when he took her head and placed her lips there again. He obviously wanted something,but the innocent 14-year-old girl didn't know what. Lilly looked up at Mike questioningly.

"Put it in your mouth, Lilly, suck it," he whispered to her. This was a new one to her, and it seemed a little gross, but at this point she was certainly willing to learn. Slowly, she let the head of his shaft slide past her lovely lips and into her mouth. Wow! It felt even better than kissing it to have his pulsing cock in her mouth. And she felt so nasty and dirty doing it, especially when she felt his slippery precum oozing out onto her tongue. But she didn't really know how to proceed. Looking up at Mike again, she slipped his cock out of her mouth and asked, "What do I do?"

"Like this, Lilly." Mike took her hand and slipped a finger into his mouth. He ran his tongue around Lilly 's finger while pushing it in and out between his lips. It felt so good and sexy on her finger, Lilly could only imagine what it would feel like on his cock. Removing her finger from Mike's mouth, she brought her head back down and slipped his cock back into her own mouth, lovingly tonguing and sucking up and down as she had learned.

"Oh, yes, Lilly, ohh, that's great!" Encouraged by Mike's words, Lilly enthusiastically continued loving his hard shaft with her pretty moist mouth. Meanwhile, Jason took his turn caressing Lilly 's pussy. She moaned with pleasure as his fingers found her clit. She noticed that his touch was a little firmer than William's, and she found herself looking forward with anticipation to having his fingers slip inside her. She was not disappointed. Soon, Lilly thrilled to the feel of Jason's fingers thrusting in and out of her. She felt yet another orgasm building when suddenly his fingers disappeared.

Lilly groaned with the feeling of loss between her legs, but before she could think twice, she felt two hands grasp her hips and another finger at her entrance. This one was thicker and warmer than the other one...Oh my God, she thought, it's his cock and not his finger! I'm about to be fucked, she realized. I'm about to be fucked. The thought scared and at the same time thrilled her.

Slowly, Jason's cock slipped past Lilly 's slick pussy lips and entered her love hole. She was so wet that it went in easily, yet her virgin pussy was so tight that the boy had to ease in very slowly. Lilly groaned with pleasure as she felt Jason's cock probing deeper into her. She gave a little thrust backward with her hips to let him know it was okay to continue.

Jason began to slowly pump in and out of her, bringing her to new levels of pleasure. Little by little, she felt herself being filled with the boy's hard, hot cock. Lilly continued to suck on Mike's shaft while Jason thrust deeper and deeper into her from behind. Lilly let out a long, low moan of pleasure when Jason finally sank his cock into her all the way.

She felt so filled; it felt so beautiful that she wanted it to never end. The feeling got even better when he began slowly thrusting his entire length in and out of her. Lilly tried doing the same thing to Mike so she could feel completely filled on both ends. She sank her mouth onto his cock as far as it would go, then pulled out, massaging his balls.

Lilly’s growing lust caused her to increase the tempo of her sucking. She could tell Mike was getting more and more excited. His breath became shorter and heavier and he began thrusting more urgently into her pretty 14-year-old mouth. Lilly felt his cock begin to pulse, and as she heard him give a long wail, his thick cum shot into her mouth. She felt so hot and nasty as the sperm shot against her tongue and throat.

Lilly was so happy to accept this love offering that she swallowed as much of the hot white goo as she could, allowing the rest to drip down her lips and chin. Thinking he was done, Lilly took Mike's cock out of her mouth, but there was one more spurt left. It shot through the air and landed in a glob in Lilly 's beautiful shining brown hair. A little bit dripped down to Lilly's cheek. She felt so deliciously nasty as she wiped it off her cheek and licked her finger. She eased Mike's cock back into her mouth and sucked it some more until it became soft. Then she let it slip from her mouth with one final kiss. Mike reached down to caress her on the cheek and under her chin, his fingers rubbing a bit of semen across her face.

"Wow, Lilly, that was incredible! You are a great little cocksucker!" he exclaimed appreciatively. Lilly was a bit shocked to hear Mike describe her in such rude terms, but she was also turned on by his crude language. She smiled up at him sweetly.

Her attention was distracted by Jason, who now began to fuck Lilly in earnest, pumping his long shaft into her slick opening with shorter, more intense strokes. Lilly felt her own orgasm start to build again as the boy groaned and thrust into her even more deeply, unleashing his torrent of seed into her soft little girl belly. He stopped thrusting while Lilly was still on the verge of cumming. When the boy pulled out of her, Lilly whined with disappointment.

"Who's next?" Lilly shamelessly asked as everyone began to laugh. Her room reeked of pot and sex. She looked at the clock. It was 1:00 in the morning. She had been fucking for nearly three hours! Even the boys seemed ready to quit. Another joint was lit, and Lilly smoked her fill as she reveled in the sweaty, cum-filled afterglow of her first gang bang. Amazingly, as she replayed the events in her mind, she started to get a little horny again.


2020-01-30 22:34:48
Please continue this!


2019-12-16 20:26:15
Very hot... would love to see what she gets into next.


2019-11-23 23:52:25
that was outstanding. this story most definitely needs to continue. great work


2019-11-23 06:22:23
This was fucking amazing. Please don't let this be the end of the story


2019-11-22 03:19:55
WOW!! That was amazing! Please continue this!!

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