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The day following Cara's visit and our first 'tryst', Gemma came to see me and asked if she could visit later at night ? I of course said yes, my door always being open to any of the children under my charge. She seemed pleased at this but I got the impression that she was rather reticent and preoccupied. "What seems to be the matter Gemma ?

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You don't sound too sure about coming to see me?" "It's not that" she replied, "It's just that I'd like to know more about boys, but they just laugh at me when I ask them questions." "Well I suppose that depends on the questions you're asking them, but remember, they are not much older than you - perhaps I can give you what you're looking for." Gemma beamed from ear to ear, "Ooh, that would be nice if you would - you did say you would do anything to help." "That's settled then, I'll see you later." I said as one of the other girls started tugging at my sleeve for attention.

Alma, still hanging on to my sleeve, dragged me into one of the cupboards housing cleaning equipment. "Now what are you up to?" I asked, somewhat surprised at the meeting place. "I don't want anyone to hear me, and I don't want them to know" she whispered.

In the dimness of the cupboard, she gave me a big hug and a kiss on the cheek.

I gave her a hug back, feeling her 12 year old budding breasts pressing against my chest. "What does a penis feel like?" she whispered.

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I felt my heart skip a beat and I held her a little bit tighter. Taking her soft hand, I led it down to the growing bulge in my pants - her fingers gripped him through the fabric, squeezing and no doubt feeling the slow growth that was taking place.

"That feels nice" she said in her soft voice, "Can I FEEL him though, like, for real?" Myy breathing started to quicken as I unzipped and took my dick out for her. It was now fairly well erect and I could feel the warmth from the increased blood flowing into him. Alma was gazing down at him, even in the dim light, I could see the detail of foreskin slowly retracting and my glans being exposed. "Ooh -Ooh, nice." she gurgled in her little girl voice, continuing to squeeze and fondle my dick.

It twitched up and she let go in surprise. "Nothing wrong, little one, he seems pleased to see you - and he likes the way you're touching him." She took hold of my penis again. I showed her how to gently stroke it up and down pulling the loose skin up to the glans head then down again, without pulling so far that it began to be painful.

Now that she was wanking me, I slipped my hand down the front of her dress; too young to wear a bra, but old enough to have beautiful soft round mounds and pert little nipples, which even as I fondled them, started to stiffen. A small moan escaped her lips and she spread her feet further apart.

"Why don't you unbutton your dress so I can caress you better. I'd like to caress all of you, right down to your pussy, if you'd let me" I intoned in a loving voice.


"I'd like that - will you kiss me there ? I heard some of the older girls saying that it was nice and gave them a funny feeling." Would I like to kiss her there? Hahahaha, would I not ! With the dress now flapping open, I discovered she wasn't wearing any pants, so my wandering hand met no resistance as I slipped my fingers round and between her soft and silky smooth labia. She was generating a lot of heat down there so I pushed my middle finger between her lips and into the moist entrance of her vagina.

It felt so good I could feel my dick getting even harder, it wasn't just the way she was stroking it. "Go down on your knees and give him some kissing, he'd love that" I told her. She lowered herself down and gave him a light peck.

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Then there was a flurry of kisses all round him, followed by the tip of a wet tongue running round the head. She kept this up for a few moments before slowly sliding my dick head into her tiny mouth. I felt her hot saliva dribbling down my shaft as she slowly slid his length towards her throat, then pulled out, only to be swallowed again. Boy, this little minx was good - for someone who had supposedly never even felt a penis !

She continued to suck in and out until I felt pressure building up in my scrotum. I didn't want to cum yet - I still had to 'kiss' her pussy. I took my dick out of her mouth to a disappointed "Oh.", lay down on the floor and positioned her with legs on each side of my head, within easy reach of my tongue.

Her scent was delicious, her warmth tantalising. My tongued probed her soft labia lips, slid in between them and found her little stiff clitoris.

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Flicking my tongue around and over her clit and diving into her opening, I heard her breathing change to a quick rasping sound. Her entrance was wet, no, not just with my saliva, but with her own love juice. **I used to think that only pubescent girls lubricated, but this is not true. All females will eventually lubricate with enough stimulation, irrespective of age.** As my probing tongue entered her cunny opening, Alma arched her back, almost falling over backwards.

My hands grabbed hold of her back then slipped round to her malleable breasts, tweaking her nipples. "Ahhhh" sighs came from her mouth, my tongued probed deeper into her pussy and was suddenly swamped with warm sweet tasting fluid. Her body trembled above me and she had her climax, just as I'd intended.

With all that lube, I pushed my finger up into her opening, feeling the constriction of her vagina and restriction of her hymen. I kept gently pushing as far as my hand would allow, just as far as the soft, spongy patch of her G spot. Sliding my finger up and down over that soft patch and withdrawing to the opening of her small cunt, then sliding it back up to repeat the manoeuvre, I soon had her bucking like a bronco in paroxysms of ecstasy, until she collapsed on top of me, small beads of perspiration covering her small body.

Now it was my turn ! Caressing her for a few minutes to allow her to climb down from her orgasmic plateau, I stood up in front of her and offered her my prick.

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She took the flaccid meat and started to suck him, in out, in out, taking it deeper and deeper with each suck. Soon she had most of it inside her, stroking him inexorably to climax. I warned her I was about to cum (or 'unload' as I put it to her) in her mouth, she could either swallow it or spit it out, I didn't mind. When the pressure had built up to a point where I could no longer hold in, (I wanted her to swallow), so I pushed my dick deeper into her mouth feeling the back of her throat, then started spewing my load down her throat, pulse/squirt, pulse/squirt.

I don't know how many times my jism shot into her mouth, but she kept swallowing and gulping for what seemed ages. Even as my dick started to collapse, little Alma kept sucking hard, drawing every last drop of thick white liquid from my loins. My breathing was ragged and uneven, hers was a sort of panting - it was several minutes before we each started breathing normally.

Getting dressed again, we left the cupboard, both of us, I noticed, rather flushed - I just hoped we wouldn't meet anyone. My day continued as my days always did; a bit of cleaning (it felt strange going back into that cupboard), talking to staff, hearing kids stories or complaints. However, my mind was on seeing Gemma that night.

Night came very slowly, strange that something one looks forward to, always takes ages to come ! When eventually Gemma entered my room that night, I knew things were going to get interesting - with the light of the corridor behind her, I could see she was wearing only a long t-shirt and a pair of pants - plus a wicked grin !

Anticipation is everything ! I watched as she tiptoed across to my bed and stood beside it.

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"Hi gorgeous" I whispered, "You want to know about boys ? Wouldn't you rather know about men ?" She sucked in her breath, "Oh yes, but you wont hurt me will you ?" "Sweetheart, I wouldn't do anything to hurt you. If ever I do something you don't like, all you have to say is NO, and I'll stop, that's a promise. Now, what do you want to know about ?" She lifted the edge of the bed sheet and snuck in beside me, pressing her soft nubile body against me.

I could feel her warm breath against my chest as I put my arm round her, as well as the heat from her stomach and thighs, now pushed hard up against my own. Her right arm and hand lay across my abdomen, fingers gently rubbing the hairs there.

I caressed her hair and talked quietly about how boys would want to see her breasts when they developed and her pussy, it was part of growing up, just as she was interested in seeing their penises. Her breathing was slow and regular and I began to wonder if she'd gone to sleep. It was only when her hand slid down my belly to my pubic hair and began to run her fingers through it, that I knew she hadn't, and was listening to everything I said. My dick was flaccid but starting to warm up, I could feel the blood flow increasing.

I kept talking softly to her, running my hand down her back as far as her butt cheeks which I gave a gentle squeeze, back up to the nape of her neck. She lay there, quite content to listen and be caressed, while I softly massaged her back and butt. My penis was now starting his rise, coming to find out what was going and to take part in whatever was in the offing.

The tip of his head reached Gemma's twiddling fingers and pushed against them. Her fingers opened and he slid into the palm of her tiny hand. I felt the fingers close round the head, squeezing it gently in and out. "Mmmm, that's nice" I said, giving her butt cheek a squeeze. "You have a lovely touch. Stroke your hand up and down him - yes, just like that." She turned her head towards me.

"Do boys like it, when I do that?" she whispered, watching my face. "Oh yes, sweetheart, boys will love you for doing that, but you should only do it with boys that you really love and who love you." I bent forward and gave her lips a kiss, sliding the tip of my tongue across them, then pushing it into her mouth.

"Ooh, that tickles. Does it tickle if I do it to you?" I told her it did, but in a nice way,pushing my tongue deeper. her mouth opened wider and her pink tongue came out to meet mine. We were licking and sucking each others tongues while I stroked her back and bum cheeks, she stroking my now engorged prick. I told her that I wanted her lower her head down to my dick, give him several kisses then to run her tongue all round and over him. Her head slid down from my chest, across my stomach and met 'old horny' coming up to meet her !

Her soft kisses felt like butterfly wings beating against my glans, and I felt a slight oozing from the tip. "It's salty" she mumbled from beneath the sheet, "Will I lick it too?" I said yes she could lick it, it wouldn't hurt and it would get her used to the taste.(Of things to cum, I thought, but didn't say say anything).

She was now running her little pink tongue round my penis, then sliding the head of it into her wet saliva filled mouth - soft slurping sounds rising to me ears.

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I thought I was going to shoot my load there and then such was the feeling of those childish lips wrapped round my throbbing member.

I lifted my buttocks up towards her, pushing 'Richard' (Dick to his friends !) deep into her and nearly down her throat. I could hold no longer, the pressure had built up in my testes to such an extent that I felt my cum welling up the shaft. "You've done very well, my little Angel" I said, "I'm going to give you your reward, some nice cream to drink".

No sooner said - than done, as I pulse squirted thick creamy goo into her mouth. Pulse - pulse - pulse, streams of cum gushed deep into that sucking mouth, filling it and dribbling out the corners.

"Swallow that cream" I croaked as I crashed all I had into her. I was only concious of Gulp, Gulp, Gulping from below as she kept sucking and drinking, draining my shaft of everything I had. Only when my dick started to collapse did I slowly remove it from her mouth, my breathing slowly returning to normal. A little red and sweaty face appeared in front of me as she came up for air. "Did I do well ?" she asked, some cum dribbling down her chin.


"Better than well, baby - you were the best, now I want to show you what boys can do for you." I rolled her onto her back and slowly started my downward journey to her little paradise maker, planting kisses over her soft mounds of breast and pert nipples. She lay back and I heard a soft sigh - she was going to enjoy and learn.