Note: This story was dynamically reformatted for online reading convenience.
 
 The carnival comes to town once a year, in July.  It's a welcome relief
from the boring life we lead here on base.  My dad is an army officer and
we live in a crummy little house in a crummy town in the middle of
Oklahoma. Everything is done "by the book" here; during the school year we
catch the bus at the same time every day, we come home at the same time, I
have to do homework (yes, we have homework, even in the sixth grade) until
dinner and then we watch TV until bedtime.  Not just TV but 'educational"
TV.  You know, National Geographic and History channels.  I've seen some of
those shows at least five times.

   Summer is better but not great.  Mom and dad have me in every activity
you can think of -- soccer, dance, Girl Scouts and even an astronomy club.
I think they just don't want me around.  Mom plays bridge and goes to
"teas." I don't know what they do at teas but she comes home plastered
almost every time.  I think they're just big drinking parties.  Dad is
always working and sometimes he doesn't come home for three or four days
while his unit is on maneuvers.

   So, even in summer, I never have time to do what I want to do, which
is...  well, I'm not sure what I want to do.  I've never had a chance to
find out.  What does any 11-year-old girl want to do?  I'll tell you what.
We want to do stuff with boys.  I get so antsy sometimes I could scream.  I
see a cute boy and I imagine kissing him out on the parade grounds, under
the bleachers.  Geez, I want him to feel me up, too.  I have to run my
hands over my new boobs when I think about that.

   Yeah, I've got boobs now.  Not big ones but big enough Mom wants me to
wear a bra.  Well, I like wearing a bra, too.  all the guys notice which
girls are wearing them and we get a lot more attention at school.  My
friend Sheila has REALLY big ones already and she's the most popular girl
in school.  But she's a little chubby; I think that has something to do
with having big boobs.

   Anyway, I'm starting to get some hairs down there between my legs.  I
can't wait to get to seventh grade next year and let the girls see my boobs
and hairy pussy when we shower after P.E.  We didn't have P.E.  in sixth
grade.

   But it's July now; it's awfully hot during the day but the nights are
nice and I can wear my sexy outfits after dark.  I have some new skirts my
mom doesn't know about that I bought with babysitting money.  I've got this
really tight tube top, too.  It shows off my boobs and I don't have to wear
a bra with it.  I modelled them in front of the mirror the other day and I
looked really HOT!  Just wait 'til the guys see me in this!

   My older brother drove Sheila and me to the carnival tonight.  He
promised mom that we'd stay together the whole time but I knew he didn't
want to babysit two sixth-graders all night, so we promised him we wouldn't
tell if he left us on our own.  I knew he just wanted to go screw some
bimbo 11th-grader.  That was ok with me, cuz Sheila and I wanted to find
some older guys and maybe make out somewhere.

   I had worn some jeans when we left the house but I had put my skirt and
top in Larry's car earlier so I could change on the way.  Sheila and I sat
in the back and changed on the way.  Larry thought it was pretty funny to
be chauferring two "teenies," as he called us, with him in front and us in
back.  I saw him looking at us in the rear-view mirror as we changed.  I
know he saw my panties but that was no big deal.  And I know he saw my
boobs when I took off my blouse but I didn't care.  Give him a thrill, I
thought.  This teenie isn't so teenie any more.

   "You don't tell mom about my outfit," I told him and I won't tell her
you ditched us."

   "You think I'm gonna ditch you guys?"

   "Well, aren't you?"

   "Yeah.  I guess so."

   "Ok.  Is it a deal?"

   "Deal," he answered with sly grin on his face.

   So, there we were, walking around the carnival, just sheila and me in
our killer outfits.  Sheila had on a very tight tank top with her jeans. 
You could see the tops of her boobs spilling out over the top.  She had a
push-up bra on.  I thought we both looked really hot.  I put some lipstick
on.  Mom doesn't let me wear lipstick yet, except maybe at a wedding or
something when I'm wearing a fancy dress and those heels she bought for me.

   Some of the guys from school hooted and said dumb things when they saw
us.  They would punch each other and laugh at stuff they were whispering to
each other.  Geez.  Grow up, I thought.  Sheila and I ignored them.

   There were some guys from other schools there, too.  Some of them were
pretty cute but they all acted like children around us.  I was all ready to
do stuff with a guy -- you know, make out -- but all the guys our age just
freaked us out.  Freakin' children!

   We were standing in line to go on the Tilt-A-Whirl when a couple of
soldiers joined the line just behind us.  "Hi, girls," one of them said. 
Holy cow, I thought.  They're talking to us!

   "Hi," I said, my knees shaking.

   "You going on the ride?" the other asked.

   Sheila looked at me and then at him and said, "Duh!" I couldn't believe
she said that.

   "Yeah, I guess it's pretty obvious," he said.  "You wouldn't be standing
in line if you weren't going on the ride."

   "So, are you girls local?" the first guy asked.

   "Yeah," I said.  "Our dads are officers at the base."

   "Cool," one guy said.  "So, do you guys want to ride together?  There's
enough room for four in the whirly things."

   I looked at Sheila and she looked at me.  I think she was as scared as I
was.  After all, these guys were, like, 18 or 19.  She kinda shrugged her
shoulders.  "Ok," I said.

   So, when the attendant guy herded us to the whirly things, we kinda
paired off, you know, boy-girl,boy-girl, when we got in.  I looked down at
my legs.  I hadn't checked out my skirt while sitting and I could see a
whole lot of leg.  I wasn't worried about the guy I was with -- he said his
name was Seldin -- but anyone standing alongside the ride could probably
see my panties.  I kept my knees together as we started.

   Seldin put his arm around me right away.  He had his hand on my shoulder
pulling me against himself.  When we started twirling, he put his other
hand on my leg.  Now I was REALLY scared.  I looked over at Sheila and saw
her guy was doing the same thing.  I looked back at Seldin and before I
knew what was happening, he kissed me.  Right there.  On the mouth.  Wow!
He really knew how to kiss.

   I had only kissed boys once before, at a birthday party.  We were in his
garage playing Spin-The-Bottle and I think everybody kissed everybody else
-- girls and boys, I mean.  But the kisses weren't very good.  Some boys
kept their lips tight together so the kisses were flat and dry.  Other guys
must have licked their lips -- I mean REALLY licked their lips -- cuz their
kisses were all sloppy-like.

   Seldin's lips were relaxed and then I felt his tongue poking at my lips.
Oh, geez!  He wants to french kiss!  He kept on poking at me with his
tongue until I finally let it in.  OMG!  He tasted good.  I could feel
these shivers going through my body as our tongues wiggled around in my my
mouth.  This was SO KEWL!

   Then he moved his hand up so it was right there on my crotch.  He was
touching my panties for God's sake!  I wasn't ready for that so I pulled
away and moved his hand lower on my leg.

   "What's the matter?  Don't you like that?"

   "No..yes.  I mean yes I liked the kiss but you shouldn't put your hand
there." I struggled for a reason.  "People can see us here," I said.

   "So, let's go somewhere people can't see us."

   "Where?" I asked.

   "My car."

   I looked at Sheila.  Her guy had a handful of her titty and they were
kissing like in the movies, all passionate.  Then the ride stopped.

   "How about we go to my car?" he asked all of us.

   "I'm ok with that," his buddy said.  "How about you?" he asked Sheila.
She looked at me.  I didn't know what to say.  Seldin was nice and a really
good kisser and I wanted so much to make out, maybe let him feel me up.  I
was thinking about how his hand would feel on my breasts and I suddenly
felt all squirmy between my legs.  So I nodded to her.

   "Ok," she said.

   We left the carnival and headed toward.  Seldin's car.  My heart was
pounding.  Sheila and I exchanged glances now and then but her guy -- his
name was Robert -- had his arm around her and was holding her in a vice
grip, so we hadn't had a chance to get our signals straight.

   "I gotta pee," I said as we passed a restroom complex.

   "Me, too," Sheila added.  We both broke free and headed for the ladies
room."Can you believe this?" she said as we got inside.

   "Yeah," I said.  "These guys are really something.  I mean, he had his
hand on my crotch two seconds after we got into the whirly thing."

   "Robert has been sqeezing my titties," Sheila said.

   "Yeah.  I noticed."

   "These guys are gonna want to do some really scary stuff," she said.

   "Yeah."

   "So, whattaya think?"

   "Well, Seldin kisses real good and I'll bet he's been with a lot of
girls.  But he's sure a lot better than those dorky boys we know.

   "So...  are you gonna do it with him?"

   "You mean..IT?"

   "Yeah.  You gonna let him fuck you?"

   "I dunno," I said quietly.  I wasn't sure.  I sure hadn't planned on
doing it so soon.  I'd figured maybe in high school -- maybe eighth grade.
But I was all squirmy just thinking about it.  I noticed a condom machine
on the wall.  "Maybe we better be prepared," I told her.  I found some
change in my little purse and bought one.  "You better buy one, too," I
said, "just in case we decide to do it..."

   "and just in case they don't have any with them," she continued.  So now
we both had rubbers tucked away in our purses -- just in case.  OMG, I
thought.  What if it's still in my purse when I get home and somehow mom
finds it.  My chest was all tight, just thinking about it but I had half
made up my mind that I was gonna let him do it if he tried.  We peed and
went out to join the guys.  We were both scared shitless.  At least I was.

   When we got to his car Seldin opened the passenger side door for me and
stood there watching as I tried to get in without flashing him.  Good thing
I had panties on.  Well, I ALWAYS had panties on.  Geez, I was only 11, you
know.  I thought it was rather sexy of me, though, to give him a little
peek.  I'm sure he saw 'cuz I noticed the bulge in his pants.  So, I
thought, little ol' me can do that to a soldier!  I mean, he must have had
dozens of girls, all older than me, but I still turn him on.  Kinda kewl.

   Seldin put his hand on my leg again as we drove and moved higher little
by little.  I guess he thought I wouldn't notice but a girl does notice it
when a guy has his hand on her crotch.  After a while, he kinda pushed down
with his hand, making my legs open up a little.  Now he had room to slip
his hand down and...  OMG!  I felt his hand right on top of my pussy.  I
could tell that I was leaking onto my panties.  His finger was all slippery
now and he had to know why.  His finger felt sooooooo good.  He was rubbing
it up and down and then he must have known where my clit was 'cuz he made
little circles right over it sometimes.

   I couldn't help myself.  I was breathing all funny like -- like I was
out of breath -- while he rubbed my pussy.  And then he -- I couldn't
believe it -- he moved his hand up and then down underneath my panties. 
OMG!  I felt his finger, skin on skin.  It was warm and slippery with my
juices and he bent it just so and made the tip sink right in.  OH, WOW! 
There we were, driving down the road just like we were going to the store
or something and he had his finger sunk into my pussy.  It felt WONDERFUL!

   I opened my legs some more, to give him room.  Then he used his thumb
and middle finger, I think, to spread my lips open and then I felt his
index finger go up inside me.  My whole body shook and I grabbed his arm
but couldn't make myself pull his hand away, it felt so good.  The rest of
the way there he just kept on moving his finger in and out -- just like we
were fucking.

   Yeah, I'd done it to myself many times but this was so cool.  All I had
to do was sit there and let him do me with his finger and I got to have the
most wonderful feelings ever.  Then he took his finger out and stuck it in
his mouth.  At first I thought, "Gross!" But then I remembered how some of
the girls at school had talked about how they had sucked a guy's 'thing'
and said it didn't taste bad at all.  Besides, I'd seen pictures of guys
licking girls' pussies and they seemed to enjoy it -- BOTH of them!  So I
just smiled back when Seldin looked at me and smiled with his finger in his
mouth.

   Then he did it!  He had me scoot sideways on the seat and open my legs.
"These have to go," he said, tugging at my panties.  I didn't even fight
him.  I lifted my butt off the seat for him.  He pulled them down to my
knees and told me to finish taking them off.  I couldn't believe what I was
doing.  I'd known this guy barely more than an hour and already I was
letting him into my pants.

   "How old are you?" he asked.

   Oh, shit, I thought.  What am I going to tell him?  "I'm old enough," I
lied.

   "So, how old is 'old enough'?"

   "Umm...sixteen." I knew that 16 was the "Age of...whatever" in Oklahoma.

   "You sure?"

   ""Yep."

   "Lemme see your driver's license."

   "I don't have one yet.  I just had my birthday and I haven't taken the
test yet." I was getting pretty good at this.

   Seldin thought for a while before saying, "Ok." Meanwhile, I looked in
the back seat where Sheila was sucking Robert's cock.  'Devouring' would be
a better word.  Her head was bobbing up and down and most of Robert's cock
was disappearing into her mouth before reapperaing again.  All this was
making some really nasty sounds, too; Sucking, slurping, popping sounds.  I
bet she's done this before, I thought.  She never told me, though.

   Then Seldin pushed my knees apart and I realized that he was looking at
my pussy.

   "You don't have much hair there," he said.

   "Yeah," I answered, as confidently as possible.  "Just a little." I
figured I was busted.

   "Good," he continued.  "I don't like a lot of pussy hair.  It gets in my
teeth," he said, laughing.

   I laughed, too -- as much as I could.  Next thing, he had me sit
sideways on the car seat so that my back was against the door and one foot
was down on the floor.  It wasn't very bright in the car but I knew he
could see everything.  One knee was up against the back of the car seat and
the other was spread wide toward the dashboard.  It was a little
embarassing.  No.  It was A LOT embarassing.

   Seldin reached forward and, with one finger, traced the length of my
slit.  I could feel how juicy it was cuz his finger just slipped along it
like it was greased.  Well, it was, I guess.  LOL I guess it's good that he
does.

   "It's pretty," he said.

   "What's pretty?"

   "Your pussy."

   Gawd!  I can't imagine calling my pussy 'pretty.' I kinda like the way
it looks, particularly when it's all excited and open so you can see all
the glistening pink stuff in there.  But I never thought it was pretty. 
But I'm kinda glad he does.

   So then he takes his finger and pokes around.  "You're a virgin, aren't
you?"

   I couldn't lie about that.  He could tell.  "Yeah."

   "Hey, Bob.  We got a cherry here," he called out to Robert in the back
seat.

   Robert asked Sheila, "How about you?  Are you cherry, too?"

   "Y-Yes," she said, barely audible.

   "Two cherries," Robert announced.

   "Son of a gun," Seldin said.  "Are you sure you want to do this?" he
asked me.

   I wasn't but I said, "Yeah, I'm sure."

   "Let's get you ready," he said as he ducked his head down between my
legs.  Next thing I knew, he had his mouth on my pussy.  WOW!  Did that
ever feel good!  I was really juicy now and he wiggled his face around so
that his nose or his chin or his tongue was in between my open pussy lips.
I felt shivers up and down my spine.

   Then he locked onto my clit with his lips.  Oooooh.  Was that ever good!
"Mmmmmmm." I heard myself mutter.  I LOVED this!  I can't tell you how many
times I'd used my finger -- and sometimes even the handle of my hairbrush
-- but this was so much better.  His tongue was warm and soft and wet.  It
felt like it was meant to be there.  I always thought it would be really
gross to have someone's face in my pussy.  But now, actually feeling it, I
knew I wanted it again and again.

   He was making my clit feel like it was electric and my body was being
shocked.  Every time his tongue flicked across it my whole body jumped.  He
knew exactly what he was doing and I felt more confident now about going
all the way with him.  I relaxed and enjoyed what was happening.  I had him
by the ears as I tried to pull his face even tighter against my hot pussy.
I was flooding his face with my juices and his mouth and tongue were making
these really obscene sounds as he ate me.

   It wasn't long before my whole body sort of froze up.  OMG.  My hips
just came up off the seat and ground my pussy against his face.  "Oh,
God...Oh, God," I heard myself crying as I came.  My whole body shuddered.
My toes curled and I felt a final gusher in my pussy at the same moment
that Seldin pushed his finger up inside me.

   "Ouch!" I cried.

   Seldin backed off for a moment.  "It's ok, sweetie," he said.  "I just
busted your cherry.  It only hurts once."

   Geez.  It really stung.  But now I could feel his finger going in and
out slowly as I came down from my cum.  It wasn't bad.  The cum was really
great, though.  I've never felt my body react like that to my finger.  God,
I wanted him inside me now.  I couldn't wait to find out what THAT felt
like.

   "Do it now," I told him.

   "Are you ready?"

   "Oh, please.  Please put it in me now.  Right now." Next thing I knew he
was dropping his pants.  Wow.  Did he ever have a big 'thing!' I never
thought about that.  How was that big thing gonna fit into my little pussy.
He got up on his knees and moved toward me but he was too high to put it
in. He had me slide down but we got all tangled up with the bucket seats
and the steering wheel and stuff.

   "Get out!" he said gruffly.

   "Why?" I asked, worried that I had somehow disappointed him.

   "We can't do it in the front seat," he said.  "We need to do it
outside."

   "Ok." I reached back and opened the door and crawled out.  Seldin took
his pants and shorts all the way off and came out the driver's side door
wearing just his shirt and shoes.  he walked to the front of the car while
I just stood and watched, wondering what he was trying to do.

   "Come here," he barked.  I could tell he was impatient but then so was
I. I was losing my high.  "Lean back against the hood of the car," he told
me.

   "We're gonna do it right here?" I asked.

   "Yeah.  It's too crowded in the car." He took his big prick in his hand
and moved toward me as I lay back on the car hood.  "Spread your legs." He
lined up his prick with my pussy and then I remembered.

   "Aren't you going to use a rubber?  I asked weakly.

   "Don't have one," he responded.

   "I do," I said.

   "You got a rubber?" he asked, increduously.

   "yeah.  In my purse."

   "Holy shit!  The girl came prepared," he said to no one in particular.
"So get it."

   I got my purse, retrieved the condom and handed it to him.

   "You put it on me," he commanded.

   "I don't know how."

   "Look, kid.  Just rip the package open and put it against the end of my
cock, then unroll it down the shaft."

   I did that but it didn't roll at first.  He told me I had it on
backwards and to turn it over.  That worked; it rolled.  I was beginning to
feel some fear.  Not the fear of the first time but fear that he was too
big for me.  But he didn't give me time to think about that.  He stepped
forward and kissed me.  I felt his fingers in my pussy again.  He was
probing and twisting.  It felt good but not as good as his mouth did.

   Soon he leaned me back on the hood again and placed his dick up against
my pussy.  He didn't go in right away but, instead, he moved his hips so
that it rubbed up and down along my slit, which was literaly gushing again.
It felt great and the tension was building.  I REALLY wanted to feel it up
inside me, even if it hurt a little.

   He took his cock in hand and pointed it at the opening and then pushed
slowly.  I felt my pussy lips parting as his cock pushed in.  Then I felt a
kind of circular muscle, like a little "O" ring, stretch around the tip
before it slipped in.  WOW!  He was in!  Not all the way in, but in.  I
closed my eyes and tried to remember everything, every feeling as he pushed
deeper and deeper.  I dug my fingers into his back.  My whole body was
alive now, responding to the impulses emanating from my pussy.  Geez.  It
was like I was wired with every wire leading directly to and from my pussy.

   OMG.  He's even deeper now.  His hips are touching mine and I feel like
there's this big 'thing' inside me, stretching me, puffing up inside me. 
It felt great!  Oooooh.  Then he pulled back -- slowly -- and it felt even
better.  Then down again.  OMG!  So good!  I noticed I was panting, like I
had just run a 100-yard race.  He was pumping in and out faster now and my
breathing was right in unison with his strokes.  Soooooo good!

   I lifted my legs and tried to wrap them around him to pull his hips
tightly against mine.  I wanted more!  I wanted it faster and deeper.  I
wanted it all.

   I think he sensed what I was doing and started to pound himself against
and into me.  Oh, that beautiful cock was massaging the inside of my pussy,
soft and strong, sliding in and out of me.  So good.  My whole body
shuddered and froze, just as he made one monster thrust into me and then
held perfectly still.  I could feel it throbbing in there.  It rythmically
grew and shrank way down deep inside.  I figured he was cumming, too.  God,
I was happy.  My body was happy; my pussy was happy.  I never would have
believed fucking could feel so good.  We were both sweating and I could
feel something running down my leg.  It had to be my juices -- unless the
rubber broke.  OMG!

   I pushed Seldin away and his cock came sliding out of me, still pointing
right at my pussy.  I looked down to see a great gob of his stuff in the
tip.  Thank God!  It must have been me; it was my cum leaking out.

   "What's the matter, baby?"

   "I felt stuff on my leg and I thought the rubber had broken."

   "No.  The rubber's fine.  It's YOUR stuff running down your leg.  You
get real juicy down there."

   "Yeah.  I know," I said, blushing.

   "Are you ok?" he asked.

   "Yeah," I said, shakily.  "More than ok.  That was wonderful."

   "Good.  A girl's first time should be memorable.  Good memories," he
said.

   "It was," I told him, moving forward to kiss him.  I had to stand on
tiptoe and I could feel his cock, still encased in the condom and slimy
with my juices, press against my stomach.  Then I remembered: we had to
meet my brother back at the carnival.  He'd be looking for us already. 
"What time is it?" I asked.

   He looked at his watch.  "Ten-thirty," he said.

   "Oh, shit.  We're supposed to meet my brother at ten-thirty." I ran to
the back door of the car and shouted at Sheila.  "Sheila, we gotta go!"

   "Just a minute," Robert replied, grunting.  Oh, my.  Sheila was on her
back, legs spread open in the back seat and Robert had his pants down
around his ankles, his butt lifting and thrusting as he fucked her.  I
froze.  He made about four more strokes and then groaned as he collapsed on
top of her.  Sheila looked up at me and smiled.

   ----------------------------------------

   This story is just for our amusement -- yours and mine.  I enjoy reading
and writing good, realistic stories about older men and younger girls. 
They are fiction, however, strictly the product of an over-active
imagination.  So, if I've gotten you hard (or wet, for my female readers),
then I've done well.  If I haven't, if something is missing or out of place
or just plain unrealistic, please let me know.  Write me at:

   cyrano162@yahoo.com

   I also appreciate positive comments, story ideas and to hear about your
own experiences.  "My Big Night" is the result of a very nice note from a
reader in France.  Thanks, Kaff.