Stormy Field Trip Awakening/Story

Another crack of lighting shot through the sky overhead, booming in the boys' ears as they yelped. "Keep together, everyone!" Chad, their college student chaperone shouted to be heard over the approaching storm. He hustled the group towards the large gray building up ahead. "Everyone stay together, hurry now!"

The college campus had been the site of the 5th graders' class field trip. Justin shivered as a blast of cold air slapped into their backs, his teeth chattering. "This isn't what I expected!" His best friend, Elliot, complained as the two held onto each other to not be blown over by the fierce gusts of wind. Their class had waited forever for this trip, the boys and girls all super excited to go. It was all they could talk about for months!

The two friends had been looking forward to this overnight field trip just as much as the rest of their grade, both young boys eager to get away from their families for one night and have an adventure. The trip was supposed to be a simple one, where they learned about plants and animals in the local college's enclosed wooded block, and then spent the night in one of the unoccupied dorm buildings. Justin and Elliot had stuffed themselves with so much junk food at dinner - the place had even had a self-serve ice cream machine!

The freak storm had come out of nowhere and surprised them as they were leaving the mess hall. Shaking his head, Justin clung to Elliot as the first sheet of raid struck their back. Their destination loomed ahead, a beacon of shining safety in the group's eyes. "Inside, quick!" Chad shouted, his voice betraying his anxiety. The college senior held the door open as the dozen 10-11 year old boys in his charge tumbled inside, slamming the door behind the last of them. "Where did that come from!?" Elliot shivered next to Justin as they both panted. "No idea..." Justin muttered, looking out the window.

Chad quickly counted up the boys. "Whew, we all made it!" He clapped his hands together. "Okay, I know that was a bit scary and unexpected, but at least it came at the end of the day, eh?" His smile looked forced to Justin, but he was at least trying. "Now we're gonna head upstairs and see the dorm rooms you'll all be staying in tonig-" His words were cut off by another boom of thunder, accompanied by the lights flickering... and going out, leaving them in pitch blackness.

A couple of the boys screamed. "Don't worry!" came Chad's commanding voice sailing over the ruckus. A high-beam flashlight clicked on, and the shouts of terror slowly ebbed. "Don't worry - the college is prepared for this!" Chad reassured them as emergency lights lit along the floor. "Follow me upstairs now, okay?"

The group filed through a door on the right and trooped up a several flights of stairs to the 5th floor. Everyone was panting by the time they reached the top and spilled into a long hallway with numbered doors staggered on either side. "Alright!" Chad looked down at the rain-smudged clipboard held tightly in his grip, shining his flashlight and squinting to read the names. "Emery! Zane! You're in room 5A. Frank! Nathan! Room 5B. Justin! Elliot! Room 5C..."

Chad handed each boy a small key as he shouted out the names. Justin and Elliot eagerly took theirs and headed to room 5C, sliding the key into the lock. The door opened just as the power in the building came back on. Light filled the hallway and the room before them, making the two boys blink. The room was very nice, fully furnished with a TV area with a futon, and even a loft above with a full bed.

"I call the loft!" Justin shouted gleefully, running up the stairs. "Aww no fair!" Elliot complained, trying to get up as Justin blocked his way. "You snooze, you lose!" He grinned at his friend.

Justin's earlobe-cropped sandy blond hair was still tousled from storm. White teeth flashed as he grinned beneath his heavily freckled face, green eyes stark against his pale skin. By contrast, Elliot had jet black hair down to his shoulders and brown eyes, with skin a shade or two more toned than his his friend's.

Elliot sighed and gave up, heading back down the stairs. "You know this means the TV is mine, right?" he cackled as he ran over and threw himself onto the futon. "Pfft, whatever. There's one up here in the loft, too!" He shouted back as Chad poked his head through the open doorway. "You two going to be alright in here?" he asked kindly. "Yep!" The boys chorused, Justin poking his head over the loft railing and Elliot over the back of the futon. "Alright then. If you need anything, I will be staying down at the end of the hall in room 5F. Have a good night, you two, and I hope you guys had fun today."

The door closed behind them. "Want to watch some TV?" Elliot called up as he found the remote. "Nah, I'm beat. I'm heading to bed. Don't stay up too late, Elliot."

"Pfft, what are you, my mom?" called the voice from below as Justin shrugged off his backpack and set it down next to the bed. Kicking off his shoes, he tugged his wet pants off his legs with a sigh. The 11 year old was only wearing only cotton underwear underneath these, but he didn't care if Elliot saw. They'd been having sleepovers since they were 5 years old. Justin eyed the bed as he pulled the covers back. It was a single, but at his 4 foot 2 it was more than big enough for him. He was about to plop onto the bed when a knock sounded at the door.

"Can you get that, Justin?" Elliot called from the TV he was glued to. "Come on, you're closer!" Justin retorted back. "Hey! I gave you the loft, you can come get the door!" Elliot shot back. Sighing, Justin trotted down the stairs and over to the door. He yanked it open, the brighter light from the hallway making him blink. "Hey, Justin!" called a voice he knew well.

As his eyes cleared, he saw a girl from his class, Ava, standing far too cheerily in front of his door, her brown hair still dripping wet. Ava stood just an inch shorter than him, one arm casually propped on her hip. The young girl smiled at him from underneath hazel eyes, her light skin also lightly freckled. Her pink shirt and jean jacket over a denim mini skirt with shorts under it was too cute for Justin, who'd noticed he'd been starting to watch her a lot the past few months. "Well, are you gonna let me in?" Ava asked matter-o-fact-ly. Justin glared at her. "Huh? This is our room, and I thought the girls were staying on a different floor."

"We were..." Ava retorted, trying to push past him as he blocked the doorway. "But the power isn't coming back on down there so I decided to come up and see if your rooms were better. You seem to have power!~" She tried to push past him again, and Justin suddenly became aware that he was standing in front of her in his underwear. Blushing, but still not willing to relent, he held his arms out to block her. "I didn't s-say you could come in, Ava!" he stammered. "How did you even know we were in this room?"

"Oh, that's easy. I checked room 5A first and Zane said you were staying in this room and to come bother you for space to stay. Justin rolled his eyes. He had a reputation for being easygoing and nice, of course Zane would thrust her off onto him. "Aren't you gonna let me in?" Ava pouted adorably. In a smaller voice she whispered, "I... I don't like the dark, and my roommate was supposed to be Emily. Her mom grounded her last minute, remember? I'd be all alone in my room..."

Well that was that, Justin cursed internally. He couldn't say no to her now. "F-Fine..." He sighed, dropping his arms and letting her slide past him in the doorway. Ava's body brushed up against his as she past, and a fierce excitement he'd never felt before shot through his mind as something down south twinged. This was the second time today he'd felt this strange new emotion. The first had been when a group of college girls had come over to say hi to their group, doting on the "super cute kids", as they'd called them.

Chad had very eagerly let them tag along with the group, and an 18 year old the girl, Becky, had decided Justin was the "cutest little boy ever". She'd given Justin a tight hug and let him sit on her lap when they'd stopped for a snack. She'd even insisted on feeding him bites of his snack, explaining that she had a little brother his age that she missed very much. He could remember the feeling of her arms wrapped around his chest and her breasts pressing against her back all to clearly right now... As he thought about her warm smile, her blond hair and beautiful sky-blue eyes, and how her green halter top had cupped her breasts in the afternoon sunlight, he felt another twinge in his undies.

Shaking his head, Justin thrust the memory and the alien feelings away and followed Ava in, shutting the door behind them. "Wow, this is so huge!" Ava breathed, taking in their surroundings. "No fair - the girl's floor isn't anywhere near so nice! Why do the boys get all the best stuff!?" She whirled and glared at Justin, making him falter.

"I... don't know? It's just what they gave us..." he mumbled. "Hmmph! Well at least now you can share it with me. Where's my bed?" Justin sighed and sat up, looking at the two over the back of the futon. "I'm TRYING to watch TV, here!" he scowled. "Well I need to know where to sleep!" Ava snapped back. "There are only two beds in here, the futon, and the loft. You can sleep on the floor." He plopped back in front of the television, already ignoring the pair.

"The floor? Oh come on!" Ava whirled to face Justin. "You're not going to make me sleep on the floor, right Justin..?" she pleaded, giving him her cute pout again. "Umm... No?" he swallowed, his heart beating in his chest. "Y-You can share my bed... umm.. If you don't mind..." He held his hand out towards the loft. "Why would I mind? Thanks so much, Justin! You're the nicest boy in the whole school, all the girls say so!~" She impulsively threw her arms around his neck, hugging him tightly. Justin yelped, feeling that strange wave of feeling flood him again at her touch, and the twinge from underneath his underwear was a lot stronger this time.

"Y-Yeah, no problem..." he mumbled as he peeled the excitable 10 year old girl off of him. "Th-This way..." Ava ran up the stairs ahead of him, gasping as she saw the loft. "This is so cool! I wish my bedroom was like this!~" She even did a little spin as Justin walked up slower after her. "I'm pretty tired, Ava... I want to sleep." he told her with a sigh as he sat on the bed. "Oh, that's fine." She smiled warmly at him, making his heart do somersaults. What was going on with him..? Justin sighed and peeled the covers back. The bed was going to just barely fit the both of them, he realized. At least there were two pillows...

Sighing, he turned around to see Ava had taken off her own backpack and set it next to his, and was now trying to unclip her denim mini skirt. The zipper the back seemed to be giving her some trouble. "Justin? Can you help me?" She swiveled her hips to smile at him sweetly. The boy gulped again and nodded, shuffling forward in the bed to reach out with shaking fingers. He undid the clasp and let her skirt drop to the floor, sitting back on the bed.

The boy didn't think anything of her taking her skirt off until she bent over in front of him and started pulled her black shorts down to her ankles. Justin gasped as his friend's sudden disrobing, unable to tear his eyes away from her pink pokadot panties as her butt thrust out towards him while she tried to get the shorts off over the glossy pink boots she'd never taken off.

"A-Ava? What are you d-doing?" he hissed, half-shielding his eyes with one hand as he felt a blush creep into his cheeks. He still couldn't make himself stop staring as he peeped at her through his fingers, feeling his member doing that weird thing again in his undies. "Huh?" she said, finally getting the shorts off over her feet and standing up to look at him. "What? You're in your underwear. And it's hot in here. What's the problem? Don't be embarrassed.~" Justin gulped, dropping his hand. Well, if she said it was fine with her...

"U-Umm... O-Okay." He stammered, his heart still pounding. When she tried to climb into bed he protested. "T-Take your boots off first, silly! And probably your jacket, too, if you're so hot." Ava giggled, taking his breath away. "Oh, right! Silly, me.~" Justin stared as she lifted one cute leg and set it on the night stand's rim, unzipping the boot and trying to tug it off. All the boy could do was stare at the spot between her legs where her panties curved around front to cup her groin. What was wrong with him, wasn't it bad to think about other people's private places!?

As Ava struggled to get her boot off, Justin shook his head to clear it. "Ahh, l-let me help you." He stammered, sliding forward on the bed. "Oh, thank you! You're so nice, Justin?" She gave him that heart-melting smile of hers again as she swiveled to hold out her booted foot to him. Justin wrestled with the boot, having to apply more force than he'd expected - it was really stuck. As the boot finally came off with a pop, Ava unbalanced with a squeak, her arms pinwheeling.

Justin's hand flew out reflexively to grab her before she could fall, finding a handful of her bright pink shirt around her middle to grasp and hold to keep the younger girl upright. As she staggered, Justin blinked as the thin fabric bunched in his hand had pulled back and revealed her belly. Her belly button looked so to him cute for some reason. It was an outtie, and her supple skin cupped the plugged hole nicely. He had an innie belly button himself, and he was curious about the difference. Everyone he knew also had innie belly buttons.

"Whew! Thanks for catching me! Umm, you can let go now... You're stretching out my favorite shirt." Ava's reproachful voice shook him out of his belly button contemplation, and he released her shirt, letting it fall back to cover up her belly again. "Ahh, no worried... M-Maybe, umm, sit on the bed to get the other boot off." Ava nodded and shrugged off her jean jacket as she plopped down next to him on the small bed, her back facing the backboard.

The girl lifted and held her leg out to him without a word, her eyes roving around the rest of the loft room. Justin once again felt his eyes being drawn to the place between her little legs. Sitting down like this, her panties rode up the slightest bit, cupping her supple genitalia in a little curve in the middle. Justin had never seen a girl's privates before, but he knew they were different from a boy's.

"What are you waiting for?" Ava's voice shook him out of his stare, and he realized he'd been holding her foot without trying to remove her boot. "S-Sorry..!" he stammered, tongue sticking out as he pulled hard on her boot. Ava braced herself this time against the headboard, and the boot popped off with a small thump as the back of her head struck the wooden frame. "Ouch!" she winced. Justin tossed the boot to the floor and got on his hands and knees, coming closer to her out of concern.

"Ohh no! Are you-?" he started, before realizing he'd put his face only a few inches away from hers in his haste. Ava rubbed the back of her head. "It's fine..." she mumbled, a small flush mantling her cheeks. Justin felt the urge to kiss her soft lips well up inside her as he stared into her eyes. "Wh-What are you looking at..?" she whispered, her breath on his cheek sending waves of giddiness down the young boy's spine. "I..."

The sound of the door downstairs opening made Justin spring back on the bed. Chad's voice from downstairs called up, "Do you guys need anything before I go to sleep?" Justin moved to get off the bed, and a hand flew out to grab his forearm. "Don't tell him I'm here... P-Please, Justin? I don't want to go back to my dark, scary room alone!" Justin placed his hand over hers, his ears feeling hot as he blushed. "Don't worry, I wouldn't... I said you could st-stay, remember..? I keep my word." Ava looked very frightened at the thought of going back alone. He had wondered if she'd been putting on an act before, but now he was sure her fear was genuine. She searched his face for a moment before nodding with a small smile and letting go of him.

Justin hurriedly hopped off the bed and looked down over the railing. "Umm, no I'm fine. Nathan?" His friend was watching an action cartoon with a bunch of martial artists flailing at each other on the television downstairs. "Nah, I'm good, too." Nathan called without even moving from where he was glued to the couch. "Alright. Remember, if you need anything during the night I'm in the last room at the end of the hall." Chad saluted and closed the door behind him. "Thanks for not saying anything about Ava, Nate." Justin called down after a moment, using his best friend's nickname. "Huh? Oh right, sure thing." he called back, still barely paying any attention to anything but the TV.

Shaking his head, Justin turned away from the railing. Ava had opened her backpack and pulled out a stuffed white unicorn with huge eyes, hugging it to her chest as she lay on her back propped up on the bed. She'd crossed her legs, making her adorable pink pokadot panties ride up in a crease around her groin again. Swallowing a lump in his throat, Justin walked back over to the bed. "Scoot over, Ava."

"Sure.~" Ava smiled at the young boy, still clutching the stuffed unicorn. She had to straighten out her legs to make room for Justin as he slid into the bed next to her, wiggling his legs under the covers as she did the same. The 11 year old boy blushed again as he felt his friend's warm hip and thigh press against his. "What's your unicorn's name?" he asked in an attempt to get his mind off her body. "Oh? Sorry, her name is Uni. My daddy gave her to me for my birthday last year. She's my favorite, and I can't sleep without her."

Silence followed her words. When it grew too long, Justin cleared his throat. "L-Let's get some sleep..." he mumbled, sliding down lower in the covers to put his head against the pillow. "Okay." Ava agreed without a fuss, even reaching over to the bedside table to turn the lamp out before she slid down next to him.

Justin wanted to sleep. He was tired, after all. But now all he could think about was the girl laying next to him. The he liked girl was in bed next to him, pressed up against him in the bed meant for one... The girl he LIKE-LIKED. Ava's head tilted to the side, the top of her head pressing against the nape of his neck. Justin could feel his face on fire as his emotions raged out of control. For some reason he wanted to wrap his arms around her and... he wasn't sure after that, but something! With an internal shiver, Justin became aware that something hard was poking into his underwear... from the inside. 'Not now', he thought with a grimace. His pee-pee was doing the thing again, the thing it sometimes did these days.

It had first started a few months back after a really weird dream. It had happened a few times in class in the weeks that followed, though mercifully nobody had noticed. And it had happened again today, earlier... a lot, when the college girl Becky had been hanging on him. Now it was happening again while he lay in bed with Ava, a girl he'd know since the first grade. Their houses were even closer together than his and Elliot's, and while she wasn't his best friend, she was still a very close friend. She'd even joined Justin and Elliot for a couple of their sleepovers when they were younger, though she hadn't done that for a year or two. Justin had asked her why once and she'd simply replied with: "My mom won't let me anymore."

A voice in the stillness cut his remembrance. "We haven't done this in years, Justin... Remember when we were little and we used to make the pillow fort in your basement? That was so much fun..." Her voice trailed off as he tried to think of something to say. "Why did you stop coming to my sleepovers, again? Even Elliot missed you joining us, though he probably wouldn't admit it." There was a long stretch of a silence following his words, so long he though she wouldn't answer. "Well, my mommy said I couldn't anymore. She said I should find some girls to have sleepovers with, not boys. I was too old to go to a boy's house for the night."

Justin thought about this, confused. "That doesn't make any sense..." Ava sat up and turned to look at him in the dark. "I know, right? Why should it matter!?" She slumped back down next to him, wiggling to get comfortable. Unfortunately for the boy, her hand got thrust into his lap and bumped his erect member in her struggling. Justin let out a gasp as Ava pulled her hand back. "Ehh? Are you alright? What did I bump?" She reached back out before he could stop her and bumped his raging boner again. "What's this..?" she muttered, her hand groping at the shaft through his undies. Justin gasped again, emotion flooding his mind as the 10 year old touched his thing.

"S-Stop..!" he wheezed, pushing her hand away. "What is it??" Ava asked, sitting up completely. "Tell me, Justin!" The boy's mind scrambled for an answer he didn't have. After a long pause, he heard her voice quaver. "Y-You don't really like me anymore, do you? Do you hate me because I stopped coming to your sleepovers? Is that it?" She sounded like she was about to cry. Justin sat up, too, and grabbed her hand in his. "Of course not, Ava! It wasn't your fault..." She sniffed, reaching up to wipe away a tear with the back of her hand. "Then why won't you tell me?"

Justin swallowed hard again. "It's... something private is all... Umm..." He swallowed again, and decided to just tell her. Reached over her, he clicked the lamp back on, feeling his arm brush along her thin chest. Sitting back, he sighed. "It's something that started happening... a few months ago. I don't really know why." He pulled the covers back to show her the tent in his undies. Ava's eyes went wide at the sight of it, and she reached out with an index finger to poke the tip before he could stop her. Justin couldn't help but let out a small moan as his thingie twitched.

"Eeep! A-Are you hurt? Did I do something wrong??" Ava looked like she was going to panic, so Justin quickly shook his head. "It doesn't hurt, and like I said it's done this before. It just feels... weird." Ava stared at the lump in his underwear for a few seconds, her face beginning to flush. "Sh-Show me." she declared. Justin's heart skipped at her words. "Wh-What!?" his voice emerged as a squeak. "Come on, I want to see. I've see my little brother's pee-pee before, what's the big deal?" Justin tried to think of something to say to this, and failed. Blushing profusely, he lifted his hips up a few inches over the bedspread and slid his underwear down to his thighs. His ridged boy cock flopped out, the tip still completely covered in a sheath of skin.

Ava gasped at the sight of it, and reached out with her pinky, looking at Justin for permission before touching again. Beet-red with embarrassment, he slowly nodded, not meeting her eyes. Ava poked the fleshy tip with her pinky gently, and Justin's dick throbbed again. She actually giggled this time. "Does it always move like that when its touched?" she wanted to know. "I'm not sure..." he mumbled, half wanting to sink beneath the cushy mattress and hide from her sight. "I don't usually touch it when it's like this..."

Ava reached down and grabbed the whole shaft without warning in her small hand. Justin's hand flew to his mouth as he let out a muffled gasp, feeling a tidal wave of pleasure wash through his young mind from her grasp. "You okay? How do you feel?" She asked, leaning in to look at him concernedly. Justin let his hand drop, starting to pant. "It... umm... Ahhh... f-feels really... nice." he gasped out. "Really? It's a good feeling?" He could only nod, feeling his small dick throbbing his her grip. Ava squeezed gently, making him moan again. "This is making me feel really warm..." she mumbled, and Justin finally met her gaze.

The little girl's face was as beet-red as his, and he found himself staring at her lips again while she grasped his penis. Unable to stop himself, Justin leaned forward and kissed Ava on the lips like he'd seen in the movies, pressing his lips against hers and moving. Her eyes went wide in surprise, and her grip on his little prick got tighter. He pulled back after a moment, and they stared at each other for a long moment. "Why'd you do that..." she finally asked. She didn't seem upset, merely curious. "I'm... not sure..." Justin admitted. "I just... felt like it was what I should do? Does that make any sense..?" A thin smile played across the girl's lips as she gave his penis another small squeeze. "D-Do it again? Please..?"

Justin leaned forward slowly, his eyes locking with hers as he tilted his head to the side and pressed his lips against the girl's once more. This time, Ava moved her lips in time with his, and they kissed each other softly. Justin didn't even realize he'd placed one of his hands between Ava's legs until he pulled back to give them some air. As they panted, Ava looked down at where he'd placed his palm, right over the place in her panties that showed the thin line underneath.

"I feel really warm and funny down there..." She mumbled, looking down at his hand with a blush as she squeezed his dick gently again. Justin let out a longer moan this time, feeling a tight feeling building in his small balls. "C-Can I see what you have under here? Please?" Ava gave him a funny look, but nodded. The little girl spread her legs open for her friend, and Justin pulled the elastic waistband down to the mattress without removing them. He stared at her plump preteen pussy, the smooth contours of the slit fixing his lustful gaze. "So that's what a girl's thingie looks like..." he muttered, making Ava chuckle. "You've really never seen one before?" He shook his head.

"Why is it wet down there? Did you pee yourself!?" Ava looked down. "Huh? No.. I didn't pee, what are you... Ehhh? It is wet.." She ran her index finger over her slit, bringing it up to her nose to sniff. "It's not pee... Smell it." She held her finger out to Justin, who inhaled the sweet scent of girl nectar. The scent made his dick feel even harder, and he unconsciously pushed his hips upwards into her gripping hand. "I like the smell." he admitted, grabbing her wrist. Without even thinking, he pushed her finger into his mouth, tasting the sweet juice. "Ehh?" Ava blushed in surprise, but didn't try to pull away. Justin sucked on her finger for a bit as she gave his dick another few tight squeezes for him.

As he took her finger from his mouth and let go of her wrist, he breathed out, "C-Can I touch yours, too?" Ava looked down at her dripping vulva and nodded with another blush. "S-Sure..." Permission given, Justin started trying to pull her panties down. She shifted to let him pull them down to her ankles, then sat with her legs in a L-shape from him with her ankles crossed. Justin placed his hand down on her thigh, staring intently at her puffy slit. He slid a finger gently along the crevice, and this time it was Ava's turn to let out a gasp.

Justin gently lipped her small pussy as she squeezed his cock and he thrust his hips up into her hand. "You're making me feel so nice, Ava..." he moaned, his finger getting slippery in her juices as it slid along her immature cunt opening. "M-Me, too... Ahhh..." Ava moaned softly. They continued like this until Justin's finger slipped in her pussy juices, and entered her small opening. Ava's eyes went wide in surprise as she let out a large moan, Justin's finger unknowingly sliding along her buried clit as it entered her vaginal chamber.

"Sorry! I didn't mean to p-put it in..!" Justin gasped, and pulled his finger out. "No, wait..! Hahhh!" Ava wheezed as he withdrew his finger. "Ngggh! P-Put it back in, p-please..?" Justin looked down at her cunt again, and pressed his finger back inside her tiny hole. Ava moaned louder as she felt him enter her again, and her inner walls tightened around the invading digit. Justin winced as he felt an ache in his small ball sack. "Ava, I..."

Neither of them had heard the door open downstairs, but they did hear the creak on the stairs as someone started to climb up into the loft. The two kids sprang apart like startled rabbits. "Is someone coming up!?" Justin hissed in panic as he pulled her hand off his preteen cock. "I gotta hide!" Ava whispered, eyes flicking around the small loft in a panic. "Under the bed?" Justin suggested hurriedly. Ava scrambled over the side of the bed, not even pulling her panties back up as she rolled underneath the bed. Justin threw the covers over himself and laid down, pretending to be asleep.

He could feel someone walk over to the bed before stopping next to it. There was a long pause as his heart raced. A voice finally whispered out, "Justin? Are you awake?" His face twitched in surprise as he recognized Becky's voice - what was she doing here?? Cracking one eye open, he looked up at her. It was indeed Becky from earlier that day, wearing the same green halter top and blue skirt.

"Oh, you are awake." She sat down on the bed next to him, once again surprising him. "I asked Chad if I could check on the boys for him. I wanted to come to your room last, though..." She smiled warmly as she brushed his bangs out of his face. Justin's heart pounded in his chest. His dick hadn't gone back to normal, and she was wearing a new scent she hadn't had before. Was it perfume? He wasn't sure, but it smelled lovely.

"The truth is, I really wanted to see you again. You remind me so much of my little brother, who I miss dearly." Becky rubbed his forehead. "Your friend is passed out on the couch, he's a really deep sleeper, isn't he?" She wasn't wrong, Justin often thought Elliot could sleep through a hurricane.

"Do you mind if I lay with you for a little bit? I bet you miss your mommy, right? I can help you fall asleep.~" Justin nodded, unsure what else to say. "U-Um... Okay." Becky smiled down at him and gave him a kiss on the forehead. It wasn't until she went to turn off the lamp that she halted, noticing Ava's backpack on the floor next to his. "What's this? You have another backpack in here?" Justin's heart skipped a beat. "I... Umm...." he stammered, at a loss for words. Ava hadn't even zipped it back up after taking her stuffed unicorn, Uni, out of it.

Becky looked back at Justin, noticing the blush mantling his cheeks. "No way... Don't tell me?~" Without warning, she ripped the covers back from his grip, exposing his erect penis, and he went deathly still in shock. "Did you take one of your little friend's backpacks so you could jerk it to her stuff?" A wide grin crossed her mouth. "Or... could it even be..." She slid off the bed and looked under it, making Ava squeak. "Oh my god, this is soooo sweet! You actually managed to get your little girlfriend into your room with you? And you were gonna do it!?" Becky sounded excited for some reason, Justin had no idea why. At least she didn't seem mad.

"Awww, sweetie don't be embarrassed. Come on out from under the bed, I promise I won't tell anyone. Come on now.~" Justin felt Ava rolling out from under the bed underneath them. Becky helped her to her feet, still swooning and making noises like "so cute!" and "how precious!". Ava's face was as beet-red as Justin's as Becky picked her up by the waist and sat her down on the bed next to him. She loomed over them with her hands planted on her hips as she kept grinning ear to ear. "Okay, spill! How many times have you done this?"

Justin swallowed and tried to answer, but his no sound came out. He tried again, and failed. Finally, Ava croaked out. "W-We've never done this before, I swear!" Becky's hands flew to her mouth, as she practically danced. "Ohhhh! So this is your first time! Oh my god, that's sooooooooooooooooo cuuuuuuuuuuutttteeeee!!!" She sat herself down on the bed across from the pair, leaning in to look at them. "Sorry I interrupted! How far did you get!?" Justin still couldn't find his words, all he could do was stare into the older girl's face and get lost in her bright blue eyes. Ava swallowed, hesitated, then blurted out everything that had happened in one rambling sentence.

"Umm... I my roommate didn't come, and the power was out, and I was scared, so I came to find my friend, Justin, and he was so nice and said I could stay with him, and I accidentally touched his thingie, and I asked him to tell me why it was all hard like that, and he let me see it, and then I touched it, and he said it felt good, so I touched it some more, and then he kissed me, and I told him to kiss me again, and he touched my panties, and he asked if he could see mine, so I said yes, and it was dripping down there, but it wasn't pee, and we both smelled it, then he licked my finger, and then he asked if I could touch it, and I said yes, and he did, and then it felt good, and his finger slipped inside, and it felt even better, and then you came in so I hid..!"

Becky put her hands over her heart, her boobs bouncing as she bobbed up and down from her seated position. "Ohhhhh! So you both didn't even know what you were doing!? That makes it even hotter, uggggh! You gotta let me be your teacher, pleeeeeaaaaseeee!? I can answer all your questions, and even show you how to do it right!~" Both the kids' eyes went wide and they looked at each other. "Do it... right?" Justin finally managed to croak out. "Oh yes! Sex feels soooooo goooood, and you both are sooooo little so it should feel even BETTER! I remember the first time my older brother laid with me when I was your age, it was so much fun and felt amazing..!"

They both exchanged looks again, unsure what to say. "Please say yes! Pleeeeeaaaassseee!?!?" Becky bounced up and down again, and Justin found himself watching her boobs as they went up, and down, up and down... Ava coughed, hugging Justin around the shoulders. "Y-You promise not to tell our parents.. or our teachers... or anyone..?" Becky chortled. "Oh, of course not! It will be our little secret! So, is that a yes!?" Ava looked at Justin, who tore his gaze away from Becky's bouncing breasts to not to her. "Okay..." Ava mumbled.

"Yaaaaayyyy!" Becky threw her arms up into the air, and then leaned forward to grab both kids by the arms. "You won't regret this, I promise!~ You're so lucky I wanted to check on little Justie, your first time will feel soooooo much better with me here to teach you!~" She suddenly let go of them and leaned in, getting all serious. Justin and Ava both blinked at the strange, peppy older girl. "Now, this is very important! You should only do this with people you really like! Or rather, people you trust! It's to have fun and feel good, but nobody should get hurt! Got it?" The kids nodded, dumbfounded.

"Okay then! So what you were about to do was called "sex"! It's when two people lay together and push their genitals together. Normally, the boy pushes his penis..." she pointed to Justin's still erect member. "...into the girl's vagina." she pointed her other finger at Ava's dripping cunny. "And they move around together until the boy shoots out his stuff into the girl. But there are other ways to have sex, too. Any questions?" Ava raised her hand. "Yes, sweetie? Ohhh! How rude of me! I didn't even get your name, did I?" Ava smiled a little bit at this. "Umm, It's Ava. So he puts it in, moved around, then shoot his pee inside me?"

Becky chuckled at her cute ignorance. "No, no, little Ava. It's not pee. The boy shoots a different liquid, a thicker white liquid called "semen" into the girl. Now, when you're older, this liquid is how a girl gets pregnant and has a baby." Ava's eyes went wide at this. "Tell me Ava, have you had your first period yet?" Ava shook her head. "What's that..?" Becky smiled at her. "It's a thing that happens to all girls that lets them know they're old enough to have babies. You will bleed out of there once a month until you're an old lady when it starts."

Ava's eyes went wide as she looked down at her snatch. "If it hasn't happened yet, you can't get pregnant. But you can still feel good and have fun. That's the best time to have sex, before you have to worry about contraception and all that... messiness. I'm envious of you.~" Ava looked back up at Becky. "Okay... I think I'd know if I'd bled down there before. So no, then." Becky chuckled at this, patting Ava on the top of the head. "Very good. And Justie!" She suddenly turned her attention back to Justin, making him flinch. "Have you ever had sticky stuff shoot out of your penis when it gets hard like this? Maybe after a very... lewd dream, hmm?"

Justin blushed, thinking back to a few months ago. "Umm... There was one night it happened. I panicked and washed all my sheets before my parents saw. I... never told anyone." Becky suddenly pulled him into a tight hug, making him squeak. "Aww, you poor little boy! Don't be ashamed, it's totally normal! That was called a "wet dream", and it happens to all little boys eventually!" Justin wheezed, feeling his face pressed into Becky's cleavage. His dick throbbed again as she rubbed the back of his head for a long moment. "Ahem..." he heard Ava complain reproachfully from behind him.

Becky let him go, and Justin sat back with a beet-red face. Ava immediately put her arms around him again, making a face at Becky. "Oh, sorry! In truth, I came here tonight to see if little Justie wanted to sleep with me. Err, I mean, have sex with me." She pulled her shirt off over her head, revealing her lacy bra to the kids. "Whew, it's hot in here! I used to sleep with my little bro every night and I miss him so much. But, I won't interfere with your first time. Your first is special, and if Justie wants to give it to someone else then I would never, ever, get in the way of that. Promise!" Ava nodded, squeezing Justin so tightly he protested. "Too tight!" Ava unclenched her arms. "Sorry, Justin..." She leaned over and kissed him on the lips.

"Oh my god, that's so fucking hot!" Justin kissed her back, and they got lost in the passion until they heard a clicking noise. Ava pulled her lips away, and saw that Becky was taking pictures with a pink-cased phone bedazzled with her name on it in gaudy fake gems. "H-Hey!" Ava complained. Justin just sat with his eyes wide. "Oh, sorry! Don't worry, I won't show these to anyone! I'll even give you copies to remember this special time by!" Ava frowned, and looked at Justin. He just shrugged at her. "I guess it'd fine..." she mumbled, and went back to kissing her new boyfriend.

They kissed each other for a good while longer until Justin winced, feeling his balls tightening up painfully. Ava pulled back. "What's wrong..?" she asked worriedly. "My... balls hurt..." He mumbled. "Oh dear!" Becky said, making the kids look at her. "Okay, sorry Justie. Sometimes if a boy goes too long without blowing his load, he gets what's called "blue balls". It can hurt a bit, but it will stop once you shoot your semen out. Do you want Ava to finish you off?" Justin looked at Ava, who smiled at him. "Y-Yea..."

Becky clapped her hands together. "Okay! Ava, you're gonna give Justie a blowjob!" Ava tilted her head to the side confusedly while Justin just stared. "Blow... what?" Becky giggled. "Okay, so what you do is you put his penis in your mouth, and bob up and down like this until he cums!" Becky mimed a bobbing motion with her mouth open. "Go ahead and give it a try!" Ava looked down at her friend's cock. "But... that's where he pees from, isn't it?" Becky patted her on the head. "Aww, you're so precious! I mean, yeah technically, but he's not gonna pee when you do it."

Ava still looked unsure, and Justin just shrugged. "Don't look at me, I don't know what this is." Becky placed her hand on Justin's thigh. "Want me to show you, Ava?" She looked down again, and slowly nodded. Before Justin could say anything, Becky leaned down and plastered her mouth over his little prick. He gasped as her warm mouth wrapped around his little cock and began sucking, paying extra attention to the extra sheath of skin around his tip. Justin felt like he was gonna go crazy, and his head snapped back as he panted. Becky stopped right as he was getting into it, groaning as his balls clenched again.

"Like that! See how much he loved it? My little bro loves it when I suck his cute little cock. Now you give it a try!" She gently pushed on the back of Ava's head. The young girl bent over, and Justin could feel her hot breath on his member, making him shiver. "Go on, don't be shy! You can do it!" Becky encouraged her until Ava opened her mouth lowered her lips past Justin's head. The boy shivered in pleasure as his little friend slid his entire length into her mouth. "Make sure to suck as you bob up and down, like you're eating a popsicle!"

Ava began blowing Justin as he moaned in pleasure, her little tongue caressing his fleshy rod. Becky held up her phone, turning on the video camera with a grin. "That's great, sweetie! You're making him feel sooooooo gooood! Lemme help ya a bit.~" She placed hand on the back of Ava's head and guided her movements, making Justin pant and groan with waves of pleasure. "He'll probably blow soon, get ready!~" Becky told Ava. She wasn't wrong, as Justin gasped loudly and felt something bubbling up. He ejaculated inside Ava's mouth as Becky pushed her head down a bit firmer. "It's better if you just swallow it, Ava. Don't worry, it's actually really good for you to eat. Lots of protein.~"

Ava gulped down Justin's semen as he bucked into her small mouth several more times. "Awwwww, that's it... let it all out... Good job, Justie. And you did amazing, Ava. What a good girl.~" Becky let go of Ava's head and the girl's mouth popped off her friend's cock. "That tasted a bit weird... Huhhh..." Ava licked her lips, Justin's small chest still heaving. "You'll get used to the taste. It's really not the bad, right?" Ava shook her head. "No, it's not that bad. Just.. weird, I guess."

Justin gasped, finally coming down from his post-nut high. "Ava.. Hahh... That felt so freaking good, thank you.~" He leaned up and kissed his new girlfriend on the lips, his hand going to the back of her head to drag her down with him. "Awwww, I knew you were a real sweetie pie the moment I met you, Justie. It's very important for a healthy sexual relationship to take good care of each other. Everyone want to feel good, so good job on making sure you lover feels good, too."

Becky pet the tops of both kids' heads as they kissed, and Ava put her hands on Justin's chest. "Mmm... You guys are making me so horny, I'm so jealous.~" The older girl grabbed Justin's foot and pulled it underneath her skirt, pressing his toes against her groin. She ground against his toes as they finished kissing and pulled back, gasping for air.

"Mmmm... Justie, help Ava finish getting off now. You're gonna be eating her out. The best way to do that is to stick your tongue inside her pussy and lick at her cliterous, which on Ava..." Becky reached down and pried Ava's pussy lips apart. "Ahhh..." Ava gasped. "Mmm, it's buried, but you can see it here at the top." Justin looked down and nodded. "Want me to try it, Ava?" he asked her lovingly. "Y-Yes, please.. Ahhh..." Justin eagerly leaned down, his eyes locked on Ava's cute cunny as he remembered the taste from before.

Becky held her pussy lips open for him, and Ava spread her legs open wider for her little lover. "Push your tongue inside... that's it, good job." Ava moaned as Justin's tongue entered her little slit. He looked up at her as he lapped her insides, tasting her girl juices. "Ohhhhh, J-Justin...! Hahhh..!" Becky swooned as Ava's small face flushed with sexual lust. "Mmm... you two, god you're so cute it's driving me crazy! Sooo wholesome!~"

She pushed Justin's foot into her crotch more as her hand laid on the back of his head. With her other hand, she pushed up Ava's shirt and pinched gentle at her flat nipples. "This is another spot that if you play with will make girls happy.~" Ava gasped as her tiny nippled stood erect from the touching. "Mmmph..! Hahh..! Lick more around the cliterous, Justie. It will make her cum.~" Justin licked up, pressing his soft tongue against Ava's little nub and licking along it. "Hahhhhhhh!!!!" Ava's back arched and she moaned loudly as she came into Justin's mouth.

"Oh f-fuck, yeah Ava! Squirt in his little mouth! Mmmmmphhhh! Ahhhh!" Becky moaned deeply as she came through her panties onto Justin's toes, grinding his big toe into her clit. Ava's thin chest heaved as she rode out her first orgasm, her young mind flooding with ecstasy. Her tongue lolled out as she rode out her orgasm, her legs trembling. "Hahh... Hahhh... Ahhhhhh....."

Becky was panting as hard as Ava as she came down from her own orgasm. "Mmmph... Ahhh... You're a.. natural, Justie... Ohh... So jealous..." She patted him on the head, letting go of Ava's nipples. Justin slowly sat up, smiling at Ava as she panted hard. He leaned in and kissed her cheek, making Ava giggle. "D-Did you like that?" he whispered. Ava nodded emphatically, and Justin gave her a hug around the head.

"Mmmph... Adorable. You two are the cutest couple I've ever seen.~" Becky reached back and unclipped her bra, letting her perky breasts out to breathe and bounce. "Ohh, god you two make me feel so hot!" She began playing with her breasts as she moaned. Justin couldn't help but watch as Becky played with herself, feeling his little dick twitching up to full mast again. As Ava finished catching her breath, she pulled her shirt off over her head and reached over to do the same for Justin. The young boy let her take off his shirt as he stared at Becky.

"Mmmm... Good thinking, Ava. Let's all get naked.~" Becky pulled her skirt off as Justin stared at the 18 year old sitting on her knees on the bed in front of him in just her panties. Ava kicked her own panties off her legs as Becky grinned at Justin and pulled one corner of her panties down. "Want to see what it looks like on a grown up?" She snickered as she asked him, getting off to teasing the young boy. Justin nodded, lost for words.

Becky pulled her panties down slowly for him, showing him her cunt. She'd shaved it bald, and her lips were more exposed than Ava's plump childish pussy. Giggling, Ava helped Justin out of his undies, tugging them off his his feet. Becky turned around and thrust her butt out at the kids as she pulled her panties down to her knees, sliding them down her thighs and off her feet. As she turned back around to see how badly Justin was blushing, Becky put her index finger in her mouth and gave him a suggestive look, wiggling her eyebrows.

Giggling with nervous tension, Ava threw herself across Justin's belly face down. "We're all naked now... Heh..." Justin's eyes were torn from Becky's slender body as he saw Ava's cute butt. Without hesitation he reached out and gave it a squeeze, making Ava giggle. "Perfect, Justie. Girls like it when your grope their bottoms. Try using both hands.~" Justin placed both his hands on Ava's bubble butt, squeezing her rump. Ava giggled, wiggling her butt for him.

"Mmm, shaking your butt at a boy is a good way to make him want to stick it in you, Ava. Do you want Justie to stick it in you?" Ava nodded into the covers, still giggling as Justin groped her bottom. "Here, let me help you guys get a good position." Becky grabbed Ava around the waist and lifted her up, setting her down sitting up with her legs spread apart on top of Justin so she could ride him. "I see you're nice and hard again already, Justie. Good..."

Becky placed her hands on Ava's lower back and pushed her forward a bit, causing her pussy to slide and push Justin's dick flat against his belly. Ava's squishy pussy spread around his shaft, making both of them gasp. "You can grind on him as much as you want until you're ready, Ava." Ava nodded and moved her hips back and forth, sliding her cunny along Justin's shaft without penetrating him. Her little clit rubbing against Justin's shaft made her feel happy and warm. Justin was enjoying the feeling of her slippery flesh rubbing along his length just as much.

"You ready to try putting it in now, Justie? You'll have to help her, she's going to be very tight. Mmmmmm...." Justin nodded, and Ava sat up a couple of inches above him to let his cock stand back up. "Okay, Ava. I just want to warn you, the first time for a girl is often a bit scary. There might be a little blood, and it might hurt a little bit. It's normal, this is what happens when your hymen gets broken. I promise it will feel good, so don't let the pain bother you and keep going. Do you understand?"

Becky placed a hand on Ava's check to play with her tiny nipples and another to grope her ass. "I'll be here to help you, okay?" Ava nodded, her heart racing as she gasped from the touches. "G-Got it... I will keep going even if it h-hurts a bit." Becky smiled and licked Ava's ear, making her shiver. "Put your hands on her hips, Justie, and line up the tip of your penis with her slit. You'll have to apply some pressure to get it in, but that's why Ava's sitting like this. She can sit down to help." Becky flicked a stand on the back of her phone and set it on the night stand facing them. She wanted their first time recorded, imagining she'd be rubbing one out these two's first time for a long, long time. She got wet just thinking about it.

Justin grasped Ava by the hips as Becky helped Ava line his cock up with her little slit. The buried head oozed a single drop of precum onto the little girl's cunny. Ava trembled a little bit as the head pushed at her. "Don't fret, sweetie. I'm right here." Becky took her hand off Ava's check and held it out. "Give me your hand." Ava took the older girl's hand and squeezed it as Justin looked up at her. "...Ready?" he asked his little lover, smiling warmly at her. Ava nodded, smiling back. "R-Ready..!"

Justin pulled Ava down by the hips as Becky pushed her rump forward, spearing the 11 year old's cock into the 10 year old girl's tight virgin snatch. Ava gasped and Justin moaned as he entered her tight love hole, pushing harder to slide another into in after his head. "Owww... It hurts..!" Ava bit her lip, trembling. "I know sweetie. Just bear with it. Here..." Becky took her hand off the young girl's rump and reached around to rub at her little bean that was exposed by the dick parting her folds, stimulating her. Ava gasped as Becky rubbed her sensitive g-spot, and Justin thrust another inch inside her by pulling her down by the hips. A tiny line of blood flowing out of her cunny and down his shaft as Justin stole Ava's vaginal virginity.

"He's almost all the way in, sweetie... How do you feel?" Becky whispered in Ava's ear. "Ngggh... G-Good.. Ahhh..." Ava panted, squeezing Becky's hand again. Then she gasped as Becky leaned over her shoulder and lifted her fingers to her mouth, sucking on the little girl's digits. Properly distracted, Justin forced the last inch of his boy cock into Ava's ultra-tight fuck slit, moaning in pleasure as her inner walls milked his cock.

"Good, he's all the way in... Now, Justie... Thrust your hips up. Ava, you can try bouncing on him, too." Becky guided them as the kids began to move, both of them panting as they fucked in earnest at last. Justin's fingers dug into Ava's plump hips as he plowed into her, and Ava lightly lifted herself up and fell back down, the muscles in her bottom squeezing together as they worked to lift and lower her cunt onto the boy's throbbing member.

Becky pulled Ava's fingers from her mouth and took her hand from the girl's crotch now that she didn't need the extra stimulation to feel good. Sliding around, she lifted a leg and straddled Justin's head. "L-Lick me please, Justie, like you did her. I need to bad..!" Becky's adult pussy waved over his head, making Justin look up. "O-Okay..!" he agreed, and Becky lowered herself down. She gasped as Justin slid his tongue into her cunt, swirling it around. "Fuck yeah, little man... Just like that, ohhhh..!"

Justin kept bucking into Ava's tight cunny as he ate out their teacher, her lips smacking against the older girl's pussy as he reached around to grip Ava by the rump with both hands, fingers digging into her milky flesh. "God, you both are so fucking cute! Ava, you look so adorable I could just eat you up! Justie choose a good little mate, mmmmph..!" Becky tilted Ava's chin up and leaned down, kissing her and sliding her tongue into the younger girl's mouth. Ava looked surprised, but didn't try to pull away, doing her best to kiss back as the older girl twined her tongue with hers.

Becky grabbed Ava's wrists and pulled her hands up to her chest, pressing them against her breasts. Ava took the hint and began playing with the 18 year old's boobs, which really turned Becky on. She returned the favor and played with the preteen's flat chest, rubbing and pinching at her little nipples. Becky wiggled her face over Justin's mouth, enticing him to lick pussy harder. Justin breathed hard out of his nose as he began hamming Ava's cunt harder and faster, making the 10 year old moan into Becky's mouth. He knew he wasn't going to last much longer, not with how tight Ava's warm, moist cunt was squeezing his little cock.

With a moan, Justin came inside his little lover, slamming her down as hot boy semen flooded her tiny, immature womb. Ava shuddered and came from her first insemination, her inner walls tightening up as she spasmed, milking another string of cum out of Justin to shoot gooely inside her belly. Justin's moans of pleasure vibrated into Becky's groin, making her shiver and cum from the combination of being ate out by the 11 year old boy, and having her breasts played with by the 10 year old girl as she shoved her tongue down her throat.

Justin bucked one final time, shuddering in pleasure as his cock began to soften inside of Ava's soiled preteen cunt. Becky pulled her head back from Ava's, a thin line of their combined drool linking their tongues for a final moment as she took her hands from the young girl's chest and got off of Justin. "Y-You two... g-god, I haven't c-came that hard in... Ngggghhh!" She looked down at where the two kids lay panting, Ava collapsing against Justin's chest. He wrapped his arms around her back and hugged her tightly, basking in their joint afterglow.

"I love you, Justin..." She moaned into his chest. "I... I've wanted to tell you that I love you for a while now. I've had a crush on you for a while, I just... never could bring up the courage to say it." he replied breathily. This made Becky swoon again. "AWWWW! SOOOO CUUUUUUTE!!!!" She gave both kids a kiss on the top of the head. "You two are boyfriend and girlfriend now. You'll make each other sooooo happy, I know it! Ohh..." She grabbed her phone and turned the camera off, checking the video they'd recorded. "Niiiice... Damn, that's good. Mmmm mmm, mmmm!"

Looking down the the kids, she put a finger on her lip. "You're still very young, so people might not understand if they find out you're fucking each other's brains out. Better do it in secret, okay?" She stroked Ava and Justin's heads. "K-Kay..." Ava sighed. "A-Alright..." Justin wheezed. Becky gave their butts a playful swat each and got to her feet, finding her clothes and redressing. "Don't spend too much time fucking tonight, you gotta get some sleep for tomorrow."

Becky bent over and rummaged around in their backpacks, finding the boy and the girl's cell phones. Looking at their numbers, she began sending over the photos and pictures she'd taken of them. "I'm sending the stuff I took to your phones. Make sure nobody else sees it. And if you ever want me to join you guys again, I'm putting my number in here, too. Give me a call sometime. Maybe I can convince your mothers I'd make a good babysitter. Wouldn't that be fun?" She looked up at the bed to see that Justin was already starting to hump into Ava again as she gasped and panted laid on his chest.

Shaking her head with a feeling of envy, she got to her feet and silently left the dorm room. Maybe Chad would let her stay the night and sleep with her like she'd thought he wanted to. It wouldn't be anywhere near as good as with the two kids, but she was already getting horny again.