Shauna Poling had been unable to think of anything but penises since Professor Janis had dry humped her as she sat on his lap. She day-dreamed about it and tried to imagine what his penis looked like. She wondered if it was like the ones in the pictures her friend Marsha brought to school – huge, incredible looking hunks of cock, pictured sliding into a woman's vagina.
She thought especially of Professor Janis' penis though, the one she had felt rubbing against her butt. She wondered if his cock was as big as the ones in the pictures, and what it would feel like to suck on it or sit on it like the girls in her friend's pictures were doing. Heck, Shauna said to herself, I'd settle to just hold one. She wondered if she'd be able to get her hand around the professor's penis.
The fact that her mom had said she would ask the professor someday if her little girl Shauna might see his penis and maybe even feel it made her clitoris erect all day and all night.
Shauna got wet between the legs when she told Marsha at school the next day. So did Marsha. It was something they discovered they could do to each other without much effort.
The two girls found a corner of the yard to themselves and sat in their school uniforms watching the other kids play. Shauna told her friend about her mom's promise.
"You mean your mom is going to let you feel her boyfriend's cock?" asked the blue-eyed, blonde Marsha, wide-eyed and envious of her friend's good fortune.
"My mom would never do that. Never."
Marsha was almost a mirror image of Shauna, except she had Scandinavian complexion. She had the Scandinavian build too – tall and awkward-looking at age 12, just like her friend, complete with tiny but perky little breasts, long legs and a tiny butt. She was blonde though, including her eyebrows.
"Well, she only said she'd ask him about it," admitted Shauna. "But I'm pretty sure he won't mind if she does ask him."
"Why? What d'you you mean?"
"Because, I sat on his lap the other night when mom was in the kitchen, and I felt it through his pants," Shauna explained.
"Aww, that doesn't count. You probably felt his leg or something and just thought it was his penis."
"Nope. I know because he took a hold of me by the butt and sort of turned me in his lap so that my skirt went up in back and my panties were right up against it. He even moved it back and forth, up and down my butt crack. He smiled at me and winked when mom called me to come help her," Shauna explained, leaving out how he had "shushed" her with a finger over his lips. It was supposed to be a secret. She wasn't sure why though. After all, the lanky seventh-grader figured, her mom was going to ask him if she could feel his cock, why not rub it through his pants like that?
Marsha demanded details, so Shauna told her the whole story, about how he had moved her on his lap so that her skirt rode up and her ass crack was right on top of his penis.
"You mean he had a hard-on?" asked Marsha.
"Uh-huh, I mean, I guess he did. It felt pretty big."
"Oh, silly, you know, like the guy in the pictures I showed you the other day.
They get big and hard when they want to fuck," said the precocious blonde, getting excited herself over her friend's experience. Just saying "fuck" made her tight little pussy cream.
"Well, anyway, when mom called us into the kitchen, he winked at me and put his finger up and went, 'Shhh..'"
"Really? Gosh, I'll bet you can do a lot more with him besides just feel his cock."
"Have you ever seen one?" asked Shauna.
"Just my cousin Hars'. He's only seven, but his little pickle sure does get hard and stands right out. He plays with it all the time."
"Have you touched it?"
"Sure. As much as I want. He really likes me to play with it, but he's just too little and gets to be a real pest about it," Marsha continued. "I'll bet your mom's boyfriend's cock is huge compared to Hars'. Who is he anyway?"
"He's one of mom's professor's at the university I think. I know mom likes him, because I caught them kissing all hot and all in the kitchen."
"I'll bet they're gonna fuck," whispered Marsha, bending close to Shauna's ear.
"Maybe they've already fucked."
"I don't think so yet, but I hope they do. I'm just dying to get a look at his cock. I've just got to touch it."
"Maybe you can do more than that, ever think of that?" asked Marsha whose own sexuality was beginning to kick into overdrive. Her pussy was getting wetter, just thinking about Shauna's good luck.
"What d'you mean?" asked Shauna, turning her back to the playground, facing her friend. She proceeded to lift the front of her uniform kilt and rub her crotch through her panties in a way that no one could see but Marsha. Marsha had taught her the trick just a week ago.
"You can probably watch him fuck your mom. Wouldn't you like to see that?" countered Marsha, trying to position herself so she too couldn't be seen, before sticking her right hand into her panties too.
"God, yes. How?"
"Hey, move over this way a little so I can do that too," said Marsha, moving Shauna to block the playground better with her back so that she could finger her pussy too. She hiked her skirt front and dipped her hand into the front of her white cotton panties.
"Come on, how, Marsha, how can I watch them fuck?" asked Shauna, finger going faster on her clit.
"Hmmm. Well, I'll have to think about it."
They were interrupted by the recess bell and hurriedly straightened their skirts and headed back to the school building, both licking their fingers and smiling wickedly at each other as they joined the rest of the kids.
"I'll think up something this afternoon, OK?" said Marsha as they stepped into the crowd of students heading inside the building.
"Great!" chirped Shauna, happy because Marsha was the most devious and perverted girl she knew. Marsha would figure out a way she could watch her mom and Professor Janis fuck, and she would get to see her first penis. Would her mom let her suck on it, let him stick it into her virgin little cunt and fuck her too? She could hardly believe she would allow it, but she never figured her mom would promise to ask him about seeing and touching his penis either.
Neither girl could pay attention in their 7th grade afternoon classes, because both were day-dreaming about sex. Shauna's slit stayed wet all afternoon, and she did a lot of squirming in her seat.
Marsha's day-dreaming made her wet too, and by the end of the school day, she had figured out a scheme to help her friend… but for a price. She wanted to be in on the watching and, if possible, in on anything else that might happen with her mom and the professor.
"No way, Marsha," said Shauna, shaking her head as they walked home together.
"Mom would just kill me, and, we don't even know how Professor Janis is going to react. What if he gets mad?"
"From what you said about sitting on his lap, he won't be getting mad. It's your mom we have to worry about I guess. But why would she care? She's going to let you touch his penis, why not more than that?" countered Marsha.
"Well, maybe. We'll see. Let's hear how we're going to watch them doing it."
"OK. Look, next time he goes out with your mom, you call me and I come over to stay the night. They come home and we're in bed, pretending to be fast asleep.
We just wait awhile, then sneak out to watch them. We can play with each other while we watch. It'll be fun."
"But what if mom or him sees us? What happens then?"
"The way I figure it, we either get our first good lesson about sex or a good yelling at from your mom. But I bet he'll never say a word if he catches us watching, especially if we're naked and playing with our pussies so he can see us," said Marsha, her fantasies running full speed ahead.
Marsha's plan scared Shauna, and she walked along in silence for awhile, thinking about it. She knew she could get in trouble with her mom, and bringing Marsha in on everything might make it worse.
"What's the matter, Shauna, you're not going to chicken out are you?"
"It's just so scary, Marsha. What if they get really mad and my mom tells your mom? What if it breaks up Mom and him?"
"What if nothing. Listen, first of all, if we're careful, we won't get caught.
Second, believe me, if this professor guy was willing to rub his cock on your butt, he sure isn't going to get mad seeing you naked, is he? Come on, here's our perfect chance to get a look at a man's dick, fucking, and maybe even sucking. God, I'm really getting hot, Shauna. Hey, how about stopping by my house. Mom won't be home for two more hours, and I know where she hides her porno pictures. You know, the ones I had the other day?"
Shauna remembered, and she was dying to get another look at them, and maybe even play with herself like Marsha had shown her how to do.
"Are you sure it's OK? Nobody home I mean?"
"Mom never gets home until six or so. We can even look at one of her videos. I found them in her closet yesterday. They're really hot. Lots better than pictures," revealed Marsha.
"Gosh. Really? What are they like?" asked Shauna, eagerly.
"I only got to see part of one. It's name was "Spanked by Daddy" and it was about a girl who gets caught by her daddy playing with her pussy. He turns her naked over his lap and spanks her hard, but then he started putting his finger in her vagina, you know, from behind," explained Marsha.
"Wow! Then what? What else?"
"I don't know. It was time for mom to get home, so I put the tape back in her closet. Good thing too, because she walked in the door right after I left her bedroom," said the long-legged young blonde. She saw how eager her friend was to see the video and figured Shauna might even indulge in some pussy play.
"Do you think we'll be able to see it today? Have we got enough time before your mom gets home?" asked Shauna, dying to see someone fuck.
Shauna's question played right into Marsha's plan. She had noticed that Shauna was built just like her and had the same straight long hair. They were almost identical except that Shauna had black hair and dark eyes. They were the same height and were both underdeveloped compared to the other girls in class, several of whom had big breasts. Both girls had long torsos with tiny, high-placed breasts, long, thin legs and tiny butts. While the boys at school called them "storks" and ignored them, Marsha knew lots of older men looked at her like they looked at her mom.
They had more in common too. Marsha also had a single mother. Marsha had never seen her father either and was starved for male attention, just like Shauna.
They also shared a vigorous interest in sex, having just discovered their clitoris, vaginas and penises, mainly due to her mom's porn books and, now, the videos.
Marsha unlocked the front door, and took her friend straight to her mother's bedroom where she had hidden her stash of pornography. She opened the closet and rummaged around on the top shelf for a second before pulling out a video cassette in a box covered with photos of women sucking men's penises and being fucked.
"Come on, let's watch in my room," said Marsha, leading Shauna down the hallway and into her bedroom which was complete with her own television and VCR, along with dozens of huge stuffed animals, dolls and other little girl toys.
"OK, Shauna, I'll show it to you, but only if you'll play with me and let me play with you," said Marsha, turning and holding the tape in front of her so Shauna could see the pictures on the box.
"Ok?"
Shauna didn't hesitate. It sounded like fun to her, and, besides, the biggest picture on the box showed a girl with milky cum all over her face and a big penis touching her lips.
"Yes. Let's hurry though, before your mom comes home," said the girl as she sat on her friend's bed and pulled her skirt up to reveal her white cotton panties.
Both girls slipped out of their panties and leaned back against the bed's headboard and reached across each other to begin their pussy play. Marsha grunted as Shauna's finger found her clit, and she clicked the remote to start the video with one hand while her own finger landed on Shauna's erect clitoris.