So then it was just me and Kelly in the motel room, me in one of the double beds, and her in the other closer to the window. I stared into the darkness, and the bit of light that shone in from the parking lot gave me just enough to see her form on the next bed, and she looked wonderful, her chest poked up against the covers so nicely, and her hair slightly glistened in the dim light. She sighed quietly, and rustled the covers, pushing them down from her shoulders and off of her chest. She was wearing some sort of tight PJs top, it looked like a cotton print type. After another minute she pushed the covers all the way off and raised her knees, so I could see she was wearing matching PJ shorts, very obvious now that I had become accustomed to the little bit of light in the room. They looked like some sort of cotton print shorts, matching her tank top, but I couldn’t tell the color in the dimness. Her legs looked so hot though, I could easily see their outline, and they were perfect, smooth and so shapely. For a 10 year old she was quite well developed in all ways, she has the body of an athletic 16 year old female, and one that might have spent her lifetime figure skating…..

I just stared at the young beauty in the next bed, when suddenly she rose up and sat on the edge, with her head and hair hanging down, and then with another quiet sigh, and a slap at the bed with her hands, she stood up and shuffled towards the bathroom. In a moment she turned on the light in the outer dressing area, then walked into the small shower area, and I could hear her slide her shorts down and sit herself on the toilet. She hadn’t closed the doors and I could see the top of her head in the mirror of the dressing area, and then heard her peeing into the john. She sighed again and I started to get an erection…

After a minute or so she stood, and in the mirror I saw her remove her pajama top, although I couldn’t really see her body for the way she was standing. I turned away, not wanting to get caught staring and peeping at this young girl. I heard her wash, and then heard a hissing sound, I believe she was putting on some body spray. My dick got harder and I started to breath a little faster. She turned off the light and walked into the room, I was able to just barely see her and I could tell she was naked as she moved her hands along the dresser, apparently looking for a drawer, she opened one, and she put on a fresh pair of panties, and then took a short nightie off the clothes rod in the corner, slipped it over her head, and then she did the most amazing thing: she slid into my bed, taking up a position in front of me with her back turned toward me and then moved herself close to me, so I could feel her ass against my abdomen, pressing against me much like Amanda would do whenever she slept there. I was frozen and my dick was rock hard, I’m sure Kelly felt it against her legs through my boxer shorts, and then she sighed once again…

I whispered her name: “…uh, Kelly???” but she said nothing. Her aroma was so sweet, I inhaled and smiled. I rubbed her shoulder just slightly, to let her know it was OK to join me and that she was safe here, and I felt her satin nightie, it was so smooth and so sexy. She shivered and moved her ass closer to me and I reached down and rested my hand on her waist. It felt wonderful, she was tight and slim and so warm, and I also felt safe and so at home, it was quite strange and very exciting…

I could hear her breathing and then she moved her arm, reached back and put her hand on my hip, kneading her fingers slightly on my boxer shorts. I slid my hand around and rubbed her abdomen through her satin sleepwear. She shivered again and grabbed my arm with her free hand, stopping it momentarily, then she moved it down and slipped it under her nightie, and brought it up against her belly. Her skin was like silk, then I slowly and softly started to massage her tummy, and she slid even closer up against me, stretched her legs out so they were tighter against my hard dick, and I knew she was concentrating on that feeling against the back of her thighs. I was in heaven and my head was swimming. We just lay there so quietly, slightly moving our fingers against the other’s body, her hand on my hip and my hand on her tense, muscular, young abdomen. After a few minutes it was getting quite warm under the covers, and she then slowly moved her hand from my hip towards the front of my boxers. Time was standing still, and the only sound was our breathing in unison. Even with the warmth we both shivered slightly, and I started to slip my hand down towards her waist. She quickly grabbed it and stopped me, holding my hand flat against her abdomen. She squeezed my hand and slid her other hand around to the front of my boxers, just barely touching my dick through them. She kneaded her fingers some more, and we both concentrated on feeling her fingertips so close to my rock hard dick. As time crawled on she then moved my hand up again under her nightie towards her chest, and with her other hand she proceeded to unsnap my boxers. As she put my hand against her left breast she slipped her hand down into my pants and softly grabbed my cock, squeezing it gently, pulling it out of my shorts and slipping my boxers slightly down to my thighs. She had some gentle talent and seemed to know exactly what she wanted. I felt nearly naked and I felt wonderful, this gorgeous sexy 10 year old was making me feel so fucking good!!!

Her chest felt awesome, her breasts were firm and perky and yet still soft, and perfectly shaped, I cupped one tit with my hand, it fit just right and her nipple poked out against my palm. I gently squeezed her tit and felt her shake from the sensation, and then she started to slowly stroke my hard on. She still had her back towards me, we were stilled spooned but she had squirmed away just enough to be able to reach and manipulate my cock. I concentrated on her boobs and I was absolutely ecstatic. I let her do whatever she wanted to do while I stroked her breasts and rubbed her body, moving my hand in circles around her chest and tummy, and she felt perfect. She kept slowly working on my dick, feeling it all over with her fingertips and touching my balls and then running her hand slowly through my pubic hairs, and then again stroking my cock. When pre-cum started to leak from the tip she rubbed that slowly around the head of my dick, took more of it and lubed her palm and then slid her hand up and down my shaft a little more tightly.

She held my dick against the back of her panties, and pressed her butt against me, letting my dick push her panties into the crack of her ass while I squeezed her breasts more firmly, and she again softly gasped. I started to move my hand down her front, but she stopped me and slid my hand back up to her chest, so I figured she didn’t want me to touch below her waist, and I wasn’t about to complain. I again just left her in charge and waited to see what she wanted to do next.

She soon released my dick and used that hand to slide her nightie up from her waist, but leaving her chest and my hand still covered, then she reached down and slowly slipped her panties down, first one side then the other, until she had moved them to her knees and then took them completely off. She slid back against me and I felt the flesh of her bare ass and felt her legs on my legs and against my dick, and then she again reached behind her and squeezed my hard on…

She held it gently and rubbed the tip against her butt and pushed it slightly between her ass cheeks. My dick got even harder and she slowly worked it up and down her crack, moving it slightly lower each time she pushed it down, slowly bringing my dick nearer her pussy. She sighed again and leaned her body forward, away from me, while I still held my hand on her chest. Her pussy was now exposed to my hard on, and I felt her momentarily touch the tip of my dick to the softness of her pussy lips. She let it touch again, and she gasped loudly, starting to breath more heavily. I could feel her chest rising and falling under my hand.

She held my dick against her cunt a bit longer each time she moved it close, and then started to rub the tip against her wet pussy lips, eventually completely moistening the head of my dick and sliding it easily over her cunt. I whispered her name again but she said nothing. She leaned forward some more and held my dick to the slit of her soaking wet little 10 year old pussy. Time seemed to stop, and neither of us moved, with only my dick pulsing slightly in her hand.

She raised her leg and slowly pushed my dick between the outer lips of her cunt, letting it penetrate maybe half an inch and stopping. I started to whisper something to her but she shook her head, and we were silent once again but for our breathing. So I just held her gently and she slowly backed against me, holding my stiff dick and letting it penetrate another half inch into her cunt. She seemed to be concentrating totally on the feelings, and I was so happy for her. After a minute or two I moved my hips to press my dick into her just a little more but she released her hand from my hard on and pushed my hip back, stopping me from advancing while she held the tip of my dick tightly inside her pussy. I realized she wanted to do this completely on her own, I silently thanked her and then I just gently held her body while not moving anything, not even my hands. I turned all my attention to what she was doing with my dick.

Slowly she started to move her hips so that the tip of my hard on moved slightly in and out of her pussy, it was very wet and very tight. She did this for a little while then started to let my dick enter her further. She was certainly in no hurry and I simply enjoyed the feelings for my myself and I again felt happy for her. She was doing this for herself, and I figured it was the best thing for her. She had complete control of how deep my hard on was penetrating her cunt. Soon I felt the tip of my dick touch lightly against her hymen and I realized that she really was still a virgin! She slid her soaking wet pussy up and down my dick, pressing it into her hymen harder each time, until she stopped moving with my dick pressed tight against her virginity.

After a silent minute or 2 she removed her hand from my cock and grasped my hip again, she tensed up and arched her back, then pressed her elbow against the bed and smoothly pushed her cunt down around my dick, letting my cock burst through her hymen and allowing my hard on to sink all the way into her tight, wet, little girl cunt, bringing her ass back against my groin and her pre-teen pussy lips down against my balls. She dug her nails into my hip and her other hand twisted my arm away from her chest. She screamed out: “OHH! UNHH! OHH!! AHHH….” and then she gasped and whimpered. Her pussy was incredibly fucking tight. She moaned loudly and then tried to catch her breath. “Oh, Oh, Oh…” she said quietly, I felt her cunt squeezing my dick even tighter, and she stayed still for a few moments. Then slowly she moved her pussy slightly off my dick, and brought it back again. She started to slide up and down my hard on, moving very slowly at first, then slightly faster. She had enormous strength as she was still lying on her side with her back towards me, and she proceeded to let my dick fuck in and out of her tight wet cunt. I was in heaven and so was she. She kept it up and reached a good pace, sliding her pussy on and off my dick while I just moved slightly behind her, we reached a perfect rhythm and I fucked away at her juicy little pussy for several more minutes. Slowly her breathing became heavier and she started to moan out loud. I swear my dick was getting even harder as she bounced away on it. She began to halt the movement when my dick was all the way inside her cunt, stopping for a moment and then sliding up and back down. I could tell she was nearing her orgasm. As it began to build she started to gasp and moan louder, she bucked back against me hard a couple of times, then stopped with my rock solid cock all the way up in her tight young pussy, and I felt her little girl cunt start to spasm. She was cumming and she began to shout: “OH! UNHH, UNHH, UNHH!!!” My dick began to pulse and the cum rose in the shaft, and I began to shoot my sperm into her soaking wet tight little hole, gobs of cum shot from my cock deep inside her young body while she orgasmed and her pussy juices gushed out around my throbbing dick…..

We stayed coupled for a while as she rested in my arms. She held my deflating dick inside her for a few minutes, then slipped off of it and turned around to face me for the first time since she had entered my bed. She looked up at me, then pulled herself up and kissed me on the lips, sliding her tongue into my mouth and running her fingers through my hair. She spoke: “Thanks Gary, thanks for being so patient with me and for letting me fuck you this morning…” I said nothing and just smiled back at this beautiful sexy woman/girl, and I felt real love for her, then she put her head on my arm and fell asleep. I reached down and around and squeezed her ass, pulling her body close to mine. She sighed softly and continued sleeping…

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