Uncontrollable desire overwhelmed the horny teen as she watched Barb’s expert cocksucking. There was nothing in the whole world that she wanted more than to have his wonderful cock in her mouth.

Just before she was ready to lick the head, she noticed a drop of clear liquid at the tip. Pointing to the droplet she asked, “Is that cum?”

“No angel pussy,” Barb informed her, “that’s pre-cum. Taste it, and tell me what you think.”

Without the slightest hesitation, the thirteen-year-old’s tongue flicked out and licked up the drop of liquid, “Yummy,” was all she said before taking half of Paul’s huge cock into her virgin mouth.

Following Barb’s example, Mary Ann alternated between licking Paul’s blood engorged tool, and having her tightly wrapped lips working their way up and down the length of his rock hard shaft. The instant that her tongue touched Paul’s pre-cum, the pretty thirteen-year-old knew that this is what she was made for. She was becoming a cocksucking slut, and she was glad of it.

Paul was in heaven, but he knew he couldn’t last very long. “Suck my dick baby, see how much of my cock you can take into your sweet mouth before I fill it with my hot cum.”

Mary Ann redoubled her efforts when she heard Paul’s lust filled words. She was torn between her desire to give Paul as much pleasure as she could, and the overwhelming urge to taste and swallow his seed. Her eyes looked adoringly up at Paul as she licked and sucked his massive cock. The pretty teen could feel his cock throb and swell in her mouth. Instinctively she knew that she would receive her just desserts very soon.

Barb eagerly watched the horny thirteen-year-old’s first oral efforts. While it was clear that the young girl’s efforts were untrained, what she lacked in technique, she more than made up for with enthusiasm.

“Suck his cock,” Barb ordered playfully, “only a trampy little slut would suck off a man while his wife watched. Oh God Paul, look how eagerly the slutty little teenage bitch is sucking your cock. She really wants your cum. You want to cum in her mouth. Don’t you honey.”

“Fuck yes,” Paul breathed, “suck Uncle Paul’s cock baby. I want to fill your sexy mouth with my cock cream. You want to eat my cum, don’t you angel cunt?”

Overwhelmed with desire, the horny teen lifted her head off of Paul’s cock long enough to pant, “Yes, oh fuck yes, fill my slutty mouth with your cum. Make me taste your seed. Treat me like the slut I am.”

Mary Ann was hotter than a firecracker. Between Paul’s finger, which had been fucking her pussy the whole time she had been sucking his cock. The hot sex talk of her and the horny pair; and the pulsing, throbbing, ready to explode man-meat between her wantonly sucking lips, the beautiful thirteen-year-old virgin was on the verge of another mind blowing orgasm.

“I’m cumming,” shouted Paul, ”suck me dry sweetheart, I’m cumming.

Just as Paul’s cock exploded in her mouth, the young girl came, and came hard. Mary Ann was trying to swallow as fast as she could, and still savor her first taste of cock cream. The inexperienced cocksucker tried valiantly to swallow every bit of Paul’s massive load, but despite her best efforts a small amount of cum leaked out of both sides of her mouth.

The two lines of jizz were still on her chin when she released Paul’s deflating member from her mouth, and smiled at her mentors.

“Look at the cum on her chin sweetheart,” Barb chuckled, “she couldn’t swallow your whole load. Here baby let me clean that up for you.” Barb took Mary Ann’s face in her hand and leaned in close. She scooped up the cum on the right side of the girl’s face with her tongue, and let the teen see the creamy goo on the tip of her tongue before she slid it into her mouth and swallowed.

“Tasty,” she murmured, “but the next one is for you.” Repeating the same process, Barb licked up the remaining cum, but this time, just as she drew her tongue back into her mouth, she kissed the teen.

Mary Ann parted her lips to allow access to the older woman’s tongue; she was surprised and delighted to find that Barb had not swallowed the last blob of Paul’s cum, but was offering it to her in an incredibly sexy French kiss. The thirteen-year-old gratefully accepted the tasty offering and swallowed it down.

When the pair broke their kiss, Barb smiled at her husband and said, “I think our little Girl Scout likes sucking cock. How did she do?”

“Terrific,” Paul beamed, “she’s a natural born cocksucker. With a little practice she’ll be almost as good as you. How did you like sucking my cock Mary Ann?”

“It was wonderful,” the teen gushed, “I loved the taste and feel of you dick in my mouth, and your cum tasted so good that you can feed it to me any time you want. Not only that, when you shot in my mouth, I had a huge orgasm. Does that mean anything?”

“Sure does,” Barb replied grinning widely, “it means that you are a true cock worshipping slut. Just like me.”

“Cool,” was all the still exited teen could say.

‘Now,” the older woman continued, “you remember that I said that you had to do whatever I wanted if I let Paul eat you cunt?”

Mary Ann nodded.

“Good. Slide over Paul and let our Girl Scout sit next to me.” Barb slipped one arm around the teen’s shoulder. “Kiss me and feel me up,” Barb commanded. Mary Ann complied readily. Their lips and tongues met, and the pair kissed passionately. At the same time that Mary Ann’s tiny hand found Barb’s warm firm tit, Barb’s gentle fingers had reached the thirteen-year-old’s puffy aureoles and erect nipples.

Barb caressed first one tit then the other. Mary Ann copied her move for move. The older woman spent only a short time on her pupil’s tits before trailing her fingers across the girl’s belly and between her legs.

Still locked in a deep French kiss, Mary Ann once again copied her teacher’s moves. As hands moved towards twats, legs spread in eager anticipation.

Mary Ann remembered what she had seen Paul do, and used two fingers to fuck Barb’s cunt. Barb, knowing that Mary Ann was still a virgin, used one finger without going deep, and concentrated on pleasuring her clit.

After a minute or two of mutual finger fucking, Barb broke their kiss and trailed her tongue down the young girl’s neck to find and suckle first one and then the other of the teen’s tiny tits.

After tasting each tit, Barb kissed the girl lightly and with her free hand gently pulled Mary Ann’s face towards her chest.

Mary Ann knew what was expected of her. She instantly latched on to one of Barb’s long erect nipples.

“That’s it baby,” Barb sighed, “suck Auntie Barb’s titties, and finger my hot cunt.”

As the teen switched tits she smiled up at Barb and murmured, “Tastes good.”

With a sigh, Barb pulled away from the thirteen-year-old’s eager mouth, leaned back and gently shoved the pretty teen downward.

Mary Ann had a good idea of what was coming next, and if she was right, it was just fine with her. She slid to the floor and began kissing the older woman’s flat belly just as she had done to Paul before sucking his cock.

“My God you’re a willing little slut,” Barb breathed when she realized that the girl needed no coaxing, “you want to eat my cunt don’t you.”

By this time Mary Ann had almost reached Barb’s swollen clit. Stopping just short, the horny teen looked up and smiled seductively into the older woman’s eyes.

“Dirty little sluts eat pussy as well as sucking cock, and I want to be a dirty little slut.”

With that, she clamped her mouth on Barb’s clit causing the blond beauty to yelp in pleasure. By the time that Mary Ann reach her cunt, Barb was well on her way to another orgasm.

“Angel you’re a natural,” cooed Barb, “eat my pussy baby. Make me cum.”

Only a hand full of minutes had passed between the time the woman and the girl started to French and Mary Ann’s first taste of pussy. During that time Paul watched the pair with ever increasing desire. He moved next to his wife and lovingly caressed her tits.

“Eat her cunt you little slut,” he commanded the teen, “ram your tongue as far as you can into my slut wife’s hot fuck hole. I know you want to be a dirty little slut, and dirty little sluts lick ass hole too. Tongue Barb’s pink puckered pooper.”

Mary Ann was ecstatic. Like all teenagers, she was always ready to defy or disobey an order whenever she could, but obeying Paul’s command made her even hotter then before. The teen stabbed her long tongue rapidly in and out of Barb’s dripping honey hole savoring the taste of her sweet nectar. Then she farther down and ran her tongue around the older woman’s sensitive sphincter.

“Stick it in,” Barb screamed out when she felt the teen’s tentative tongue touch her tender anal ring, “stick your tongue inside my ass hole and make me cum you beautiful little slut.”

Between Barb’s legs, Mary Ann quickly obeyed. At the same time, Paul clamped his mouth down on his wife’s, and pinched both of her long erect nipples.

Barb’s brain exploded. Shock waves of pleasure rolled across her entire being. Her body thrashed about on the sofa wildly, as she screamed into her husband’s mouth. Mary Ann lost her tongue hold on the writhing woman’s ass, but she quickly locked her mouth onto Barb’s cum gushing cunt where she happily sucked up the sweet juice of the other woman’s cum.

Releasing his lip lock on his wife, Paul smile at her and said, “I take it that our little slut-in-training is a good pussy eater?”

“I can’t believe,” Barb panted, still out of breath from her orgasm, “that she’s never done it before. The girl is an absolute natural. So sweetheart,” Barb continued, turning to the young girl, “how did you enjoy your first taste of pussy?”

Smiling brightly, Mary Ann moved forward and kissed the older woman. “You tasted heavenly. I hope we can do it again.”

“Honey,” Barb replied warmly, “you can eat my pussy any time you like. Now trade places with me. It’s my turn to eat you.”

“Wait,” Paul interrupted, “let’s go to the bedroom so we can be more comfortable.” With a nod both naked beauties followed him.

Once in the bedroom Paul continued, “Barb, you lay in the middle of the bed. Mary Ann, you squat over her face so she can lick your sweet pussy. That way I can fuck her while she eats you. You did want to watch me fuck her didn’t you?”

Barb was already in position and Mary Ann was moving her dripping snatch over the horny woman’s waiting mouth. “I can’t wait to see you fuck her,” Mary Ann sighed as Barb’s tongue found her sensitive clit, “oh God Paul, fuck her, fuck the horny slut.”

In the mean time Paul had gotten between his wife’s lovely legs, and in one quick thrust, slammed the entire length of his enormous erection into his wife’s hot, wet cunt.

“Fuck baby,” Paul growled, “your pussy is so tight. Hot damn I love fucking you.”

Barb’s mouth was too full of pussy to reply to Paul’s sex talk. All she could do was moan out her pleasure. But thirteen-year-old Mary Ann had no such problem.

“Eat my hot pussy Barb,” Mary Ann begged, “stick your slutty tongue into my wet cunt. Fuck her Paul. Fuck her till she screams. It is so hot watching you cock slide in and out of her hot cunt.”

Paul continued to pound Barb’s pulsating pussy as she tongue fucked the tight twat above her. Mary Ann squeezed her tiny titties and implored, “Suck my tits Paul, I’m almost ready to cum. Please suck my tit while I cum.”

Happy to comply, Paul took one of the pretty teen’s titties into his mouth just as the young girl started screaming out her orgasm. Below them Barb had also reached the point of no return.

Bucking hard against her husband’s powerful pelvic thrusts, the pleasure of a mighty orgasm broke over her. Unable to do more than scream because of the cumming cunt above her, Barb buried her tongue as deeply as possible into Mary Ann’s cum drenched virgin pussy.

Even before the ladies had stopped cumming, Mary Ann had pulled Paul’s mouth from her tit and begged, “Fuck me Paul, I want to feel your big dick in my virgin pussy. I’m ready Paul. I need to be fucked now.”

Always ready to accommodate a lady, especially one as pretty as Mary Ann, Paul gently laid her down next to his still moaning wife. He parted her slender, lovely legs and positioned the head of his huge cock at the entrance to her virgin twat.

“This could hurt a bit sweetheart,” he told her softly as he slowly pushed his dickhead into her.

“I don’t care Paul,” Mary Ann replied, “I want you all the way in me. Fuck me hard Paul. Fuck me the way you fucked Barb.”

With one quick powerful thrust, Paul slammed the entire length of his cock into the horny teen. The thirteen-year-old yelped with pain as his massive manhood took her virginity. Paul held still for a moment to allow the young girl to become accustom to his invasion.

Fear and pain flickered across the young girls eyes, but as Paul set up a gentle rhythm those emotions were quickly replaced by pleasure and lust.

“Jesus fucking Christ,” Paul muttered, “you are incredibly fucking tight.”

“Look at her Paul,” Barb intoned, “she loves it. Her very first fuck and she’s really getting into it.”

Mary Ann looked at the beautiful woman lying naked next to her. She noticed that Barb had a couple of fingers in her pussy. Then she smiled up at the man whose cock was slamming in and out of her wet, no longer virgin pussy. It filling her with the most intense pleasure of her young life.

“Fuck me Paul,” the thirteen-year-old whispered, “I love the way you cock fill my pussy. Fuck me hard and make me a true slut.”

“Cum for him baby,” Barb cooed at the teen, “cum all over his big hard dick. Fuck her sweetheart, make this little teen slut scream like you made me.”

Between all the hot sex talk and Paul’s pounding pud Mary Ann couldn’t take it anymore. The pretty teen screamed out in a wordless orgasm, and wrapping her ankles around Paul’s ass pulled his hard cock into her grasping cunt as deeply as possible.

“Fuck baby,” Paul grunted, “I’m ready to cum too.”

“Better not cum inside her honey,” Barb advised, ‘cum in my mouth instead.”

An instant later Mary Ann had released him and Paul felt his wife’s warm and loving mouth close over his dick just in time to catch his spurting cum. All three collapsed in a heap after their exertions.

“That was one hell of a big load I swallowed, “Barb grinned happily, “sweet little Mary Ann must be a terrific fuck.”

“Certainly is angel pussy,” Paul smiled at his wife, “with a little practice she will be almost as good as you.”

“Do you mean that?” Mary Ann asked. After getting vigorous nods from both adults she continued, “can we practice some more?”

“You bet,” Barb told her.

“Right after supper,” Paul added.

Mary Ann knew in that moment that this is what she was made for. She was a natural born slut. From now on satisfying her horny pussy and filling her hungry mouth would be her first priorities.

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