[email protected] wrote this.

WARNING: This file contains explicit details of sexual activity. If you are
not of age, do not read the following material. If you are, don't let anyone
not of age read it.

NOTE: This is episode 2, but is a new story. This story does not pick up
where the first story left off, nor does it even take place in the same
"universe" if you will. The last situation with Alex wouldn't be compatible
with this story, and I didn't want to sacrifice this one to fit it in. This
is a new story, so don't worry if you haven't read the first episode. I
think this is a lot better.


Alex had spent many days and nights thinking about Scott, whom she thought
of as the most attractive guy in school. So many nights she'd imagined her
small fingers to be his enormous cock, probing the insides of her teen-aged
virgin pussy as her juices flowed out and saturated her sheets.

"I don't know what to do, Ray," Alex confided to her closest friend. "I
really like him, but he's going out with that bitch Kelly."

"Oh, Alex," said Ray. "What am I gonna do with you? I hate to say it, but
I don't think you're gonna get him to give up Kelly. I heard him say that
fucking her is like going to heaven."

Alex slouched in her cafeteria seat. That was not what she wanted to hear.

Just then, Scott and Kelly walked into the cafeteria, oblivious to Alex's
and Ray's less popular presences at the other end. Kelly was tall, with long
black hair and a beautiful face. Her breasts were particularly large for an
eighth grader, and her body was just as advanced, curving nicely around the
hips. As usual, Kelly wore a nice tight dress to show her advantages off.
Her nipples were hard and visible as two lumps on her dress. Scott was next
to her, with his picture perfect face and body - and a nice personality to
match. Alex wondered what the hell he saw in Kelly.

"Stop staring," Alex heard a voice say. She turned and saw Robin, her
beautiful red-haired, blue-eyed friend who could be in the popular crowd were
it not for her extreme eccentricity. Alex often found herself repressing
desires to look at Robin in ways that girls were not supposed to look at one
another. Robin smiled that wonderful smile of hers and sat down at the
misfit table.

"Why should I?" asked Alex. "He's gorgeous."

"Yes," said Robin, "but so is she."

Alex had to admit that Kelly was certainly among the top five girls in the
school. She imagined for a moment being alone with Kelly in a room. The
torture she could inflict, the arousal... she snapped herself out of it.

"Yeah," said Alex, sulking. "I know."

"Do you want to see something interesting, though, Alex?" asked Robin,

Alex squinted at her. "Interesting?"

Ray listened in as well while Robin spoke.

"Yeah," she said. "Remember that I know where Kelly lives."

"Who doesn't?" said Alex.

"Well, I also know when and where they fuck, and I know where there's a
great view."

Ray and Alex were interested. Alex could feel her nipples harden with
arousal at the thought of seeing Scott and Kelly fuck. "Go on, Robin," she

Robin smiled. "Tomorrow night, around 8, Kelly's got the house to herself.
Her parents are taking her bratty little sister to their relatives, and
Kelly's having Scott over.

"Have you seen them do it?" Alex asked anxiously.

"Calm down, Alex," Robin said. "Don't get all wet just yet. Yeah, I've
seen them. And yeah, I've seen Scott's cock. It's plenty big enough to fill
either of us cozily."

"Can I come along, too?" Ray asked.

Alex and Robin looked at him for a moment.

"I guess so," said Robin. "I mean, if we say no, you'll just come anyway
and watch us watch them. I'll tell you now that I fully plan to masturbate
while we watch. I just know I won't be able to hold back."

"Fine with me," said Ray, smiling.

Alex didn't say anything. She wasn't sure if she'd be able to hold back


"Right here," said Robin, showing the other two the dark hole in the bush
that ran along side of Kelly's house. It was almost 8, and they would have
to hurry into a good position. Scott was already over. They settled onto a
rather comfortable tree branch which looked pressed up against a window on
the side of the house, Alex sitting between Robin (on her left) and Ray.
They could see in, but the view out would be covered by the bush. From this
vantage point, they could see into Kelly's living room, where she, her
parents and kid sister, and Scott all stood. Her parents and sister looked
ready to leave.

"This is great," said Ray.

"We only have a couple of minutes, I think," said Robin. "Better get

Suddenly Robin pulled her shirt up over her head and took it off, then
folded it and laid it on the branch next to her. She unclipped her bra and
slipped it off, revealing two firm pillows of lily-white flesh, centered with
tiny salmon-colored nipples that were already hard. Alex found herself
staring at Robin's attractive breasts.

"Oh," said Robin, realizing that they were staring. "Don't mind me. This
is how I like to watch."

Robin proceeded to kick off her shoes and then remove her socks. Her feet
were beautiful, Alex thought. Alex could feel a dampness in her crotch, and
the real fun hadn't even begun yet. Then Robin slid around and dropped her
shorts and panties in one heave. Her bush was well formed, but her young,
semi-wet pussylips were visible underneath. Alex tore her eyes away and
looked in the window.

"Robin," said Ray. "You're so hot when your naked!" He unzipped his fly
and let his large black erection spring into view. Robin started pinching
her nipples and kneading her little tits. Ray began stroking his cock
casually. Alex stared at it, thinking that it was beautiful. She thought
about leaning over and licking it, but didn't want to miss the show...

Kelly's parents had left, and now Scott and Kelly sat on the couch. Alex
stared on, her young crotch calling for attention that she was reluctant to
give. Eventually Scott and Kelly began to kiss, and soon his kissed landed
on her neck and collar bone. Kelly began unbuttoning her shirt as Alex
watched, longing to see the girls precocious tits. Robin was fingering her
clit now, her small toes curling inwards, and Ray still stroked himself.

Scott somehow managed to get Kelly's bra off in a flash, and Kelly's breasts
sprang into view. Ray grunted. Her breasts were milky white, similar to
Robin's, but larger, and her nipples were large and stood out a full inch
from her breasts. Alex couldn't believe her eyes as she watched Scott
skillfully twirl Kelly's nipples around with his tongue. She let one of her
hands begin stroking her left breast through her shirt and bra as the
dampness of her crotch grew steadily. It would need attention soon...

Robin began to buck her hips wildly. Alex looked over and saw that Robin
had drenched her hand with her own pussy juice, and was now having her first
orgasm of the session. Alex wanted to taste those juices, but couldn't bring
herself to think such thoughts about another girl.

When Alex looked back, Kelly was naked from head to toe. Now Alex could see
why Scott liked her so much. Her body was perfect: firm young breasts, a
slim waistline, long beautiful legs and great curves. Even her feet were
perfectly pedicured. Alex wanted to feel that body, to make it her own. She
watched in fascination as Kelly lay back and spread her legs wide. Scott
leaned over and began licking Kelly's pussylips. His tongue found her hard
clit and skillfully played with it, occasionally darting deep into her.
Kelly's pussy was quite wet already, and her hips began to move rhythmically
as she closed her eyes.

Alex couldn't take it anymore. She shoved a hand into her shorts and
panties, found her throbbing clit, and began to rub, letting out a soft sigh.
The three teens on the branch outside were now masturbating as they watched
two others get it on through the window.

Ray suddenly turned toward Alex and Robin and, without saying a thing, let
loose a long stream of semen. Some landed in Alex's long blond hair, and
some on her shorts. Robin's leg got hit with a big gob of cum, and it
trickled down to her foot.

Robin held her bare, cum-soaked young foot up to Alex and asked, "Want

Alex couldn't control herself now. Still, fingering her pussy, she began to
lick Ray's cum from Robin's bare foot. It tasted good to her, and she
swallowed it down. She lapped all the cum from Robin's toes to her ankle
before returning her gaze to the window.

Kelly had now relieved Scott of his pants and underpants, and his bold cock
stood out, as glorious as Alex had imagined. It was about 6 inches long,
which Alex thought was ideal, and pretty wide. She envied Kelly so much as
the precocious girl took Scott's hard-on deep into her mouth, licking the
length of it and sucking until her cheeks caved in. Scott lay back,
absorbing the pleasure.

As Alex watchedt, a wave of pleasure suddenly hit her and she bucked her
hips in orgasm, drenching her shorts. Bolts of electric energy shot through
her cunt and into her body. She pulled off her shorts and panties then, not
caring about exposure. Her young, wet pussy was still oozing with juices.
She spread her legs wide in Robin's direction, and Robin lowered her face to
Alex's sweet pussy. The feel of Robin's tongue on her wet cunt was unlike
anything Alex had ever experienced. Robin licked her pussylips, tongued the
inside of her teen cunt, and brought forth pleasures Alex had never known.
As Robin tongued her cunt, Ray reached over and removed Alex's shirt, then
unclipped her small bra, letting her developing breasts free. Her small,
pointy nipples were hard, and Ray began sucking on them, kneading them with
his lips.

As the other two pleasured her, Alex peeked into the window to see Kelly
lower herself onto Scott's shaft. She rode him up and down, and Alex,
despite her pleasuring, began to feel very envious, more and more so each
time Kelly brought her young pussy down on Scott's cock.

Finally, Alex could stand it no more. In the heat of her passion, she
looked around the interior of the room. She saw a bowling ball. Perfect!

As Kelly rode up and down, Alex caused the ball to levitate across the room,
and positioned it above the teen lovers.

Suddenly, a wave of orgasm came across Alex's young body once again, and she
lost all concentration as Robin's tongue lapped up all the juices. When Alex
came back to her senses, she looked in the room to see Kelly running around
frantically. The bowling ball had hit Scott! Not Scott, she thought. She
had meant it for Kelly.

Without thinking, Alex wearing only socks and sneakers at this point, forced
the window open and jumped in to see if Scott was okay. Kelly was in the
bathroom, flailing about. Alex realized that it had not been a direct hit,
and Scott would be okay, but was unconscious. She also noticed his shrinking
penis, and couldn't help but reach down and grip it in her hand.

As she did, Kelly came back, naked and stunned. The two teen girls stood
there, almost completely naked, staring each other down, while Alex
relinquished her grip on Scott's dick.

"What are you doing here?" Kelly asked.

"Fuck you, bitch," said Alex, and in a moment she had used her mind to pin a
frightened and confused Kelly to the wall behind her. Robin, still naked,
and Ray, made their way in through the window.

As Alex looked at Kelly's body, she felt a desire for it once again. Now
would be the time, if any. She stepped up to Kelly and kissed her left
nipple, so much larger than Alex's own. She licked her way down Kelly's flat
stomach, past her navel, to her cunt. Alex forced Kelly's legs apart with
her mind, then opened her cunt. Kelly was too weirded out to even speak.
Alex then sampled Kelly's pussy juice with her tongue, realizing that some
of Scott's pre-cum would be mixed in. Kelly tasted good, but Alex had
another idea in mind, something, she'd always wanted someone to do for her.

Keeping Kelly pinned in her position, she found her way to the kitchen. On
her way, she saw that Ray was fucking Robin on the floor, his cum still
visible down to her foot, where Alex had licked it off earlier.

Alex returned from the kitchen with a bottle of maple syrup. She took off
her shoes and socks, then lay back on the couch, feet dangling from the edge.
She poured the syrup all over her toes and feet, then poured a little more
on her small tits, rubbing the syrup into them, all sticky.

"Kelly," she said. "I want you to come here and lick the syrup from my

Kelly almost laughed.

"Or," Alex said, "I'll just leave you there for your parents to find you."

Kelly agreed reluctantly, and Alex let her approach. Kelly knelt down at
the end of the couch, where Alex's young bare feet dripped with sticky maple
syrup, and began to lap the syrup up from Alex's toes. Alex loved it, and
let one hand fall to play with her clit while the other fondled her sticky
breasts, which lay flat against her young chest.

As this took place, Alex saw Scott's head lift and look over to the bizarre
scene. Rather than being apalled or astonished, his dick began to harden and
he approached. Scott knelt down next to Alex, barely acknowledging his
girlfriend, and looked into her eyes.

"This is heaven," he said. "My dream come true."

He began to lick the syrup from Alex's breasts, slowly and skillfully, as
she reached for his hard-on. She jerked him off while Kelly lapped the syrup
from her toes and Scott tongued her flattened breasts.

In the background, she heard the sounds of Robin and Ray climaxing together.

When all the syrup was gone, more or less, Alex stood. The new wetness of
her feet, caused by Kelly's saliva, felt strange against the rug. She pinned
Kelly against the wall again, then looked at Scott. This would be good, she

Scott suddenly looked down to see his cock being jerked off by the thin air.
He looked up and Alex smiled at him. He made his way over to her, and she
knelt before him, taking it into her young mouth. She had never sucked a
cock before, but this was great. She could taste the syrup that had been on
her hands when she'd jerked his cock earlier. Kelly yelled and bitched, but
she could do nothing.

Alex then lay on her back and spread her legs, right in front of Kelly but
facing away from her on the floor. Scott knelt and began eating out her
pussy. Alex's dreams were coming true as she felt his skillful tongue
against her young snatch. She felt climax coming, but he stopped before it
was too late.

Scott touched his cock to her pussylips, and a tingling sensation came
across her. Then came the yet-unknown feeling of his cock being inserted
into her vagina. Her walls wrapped tightly around his shaft, and it took him
some time to shove it all the way in. Alex had waves of pleasure running
through her little body as Scott repeated the motion again and again,
gradually getting faster. Sex was even better than she'd imagined.

As Scott fucked her, she felt something against her right foot. She looked
down to see Ray behind Scott, with his cock against her foot, rubbing hard.
She could see the head poking between two of her toes. Then Robin
approached the other foot and stood above it. She grabbed Alex's big toe and
shoved it into her pussy, rubbing it against her clit and getting off. A
moment later, Ray shot a load of cum ono Alex's toes and foot. He and Robin
both stopped and Robin went over to Alex's right foot. She began licking the
cum away as Scott continued fucking Alex's tight young twat. When Robin was
finished, she approached Alex's head and straddled her face, pussy an inch
above, facing toward the now-catatonic Kelly. Alex could feel Ray's cock
touch her forehead.

Ray proceeded to lick and suck Robin's cute salmon-tipped breasts as Alex
plunged her tongue into Robin's cunt. After licking her tits, Ray lay back
and Robin leaned over to suck his hard-again cock. Alex, in the midst of her
ecstasy, forced Kelly to squat over Ray's head, prompting Ray to eat her out.
Kelly actually seemed to enjoy the experience.

Alex enjoyed eating her friend Robin's pussy. She hadn't realized how great
pussy-eating was until now. Scott's hard-on continued to probe the recesses
of her pussy. She felt the orgasm begin deep within her, and soon an
incredible wave - far in excess of any other - came over her. She arched her
back and cried out loud through what had to be a full minute of orgasm. When
she came to, Scott was beginning to shoot his load into her. Something about
the situation triggered something, and when Scott pulled out, her was still
shooting cum. Ray began to shoot his load too, and Alex felt it on her
forehead as it dripped from Robin's breasts. The two boys began drenching
the girls with an unnaturally large amount of cum. This was an ability Alex
hadn't known about. Scott's cum splashed her pussy, tits, and face. She
opened her mouth to swallow some. Still cumming, Scott walked over and began
drenching his girlfriend as Ray shot an enormous load onto Robin, creaming
her body. Robin, meanwhile, had an orgasm of her own, from Alex's tongue.
Alex lapped up Robin's juices, and then the two girls began licking cum from
one another's bodies.

The living room was a cum-stained mess by the time they were all done, and
all of them just lay there naked on the floor.


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