"I still wish my boobs were bigger, " I complained.

Again she told me that they would grow soon enough but now she slid her hands off my shoulder and down my chest. I held my breath as her hands circled my puffy nipples. I moaned softly as she pinched each nipple making it stand erect between her fingers.

"OOHHH mom, that feels so good, " I groaned as she twisted each one slightly.

"I think you better get dressed now Tracy, we have one more stop to make."

I quickly put my own clothes back on. Mom went out to pay for the set while I put my shoes on. I met her at the register and noticed that the saleswoman was smiling at me. I smiled back then turned with my mother and walked out the store. I asked her where we were going next. She told me to the food court for lunch. We ate a quick meal of hamburgers and fries. When we finished our sodas mom said that we had to make a quick stop on the way home. It was just a short drive to the next store. It was a plain building with no windows. I asked what kind of store this was with no windows and she told me to stay in the car. I started to complain but she shushed me telling me that kids were not allowed in this store. She said she would be out in a few minutes. I watched as she went through the steel door. She kept her promise and was out in about five minutes carrying a small brown paper bag.

"What's in the bag." I wanted to know.

She handed me the bag telling me to go ahead and look. I opened it quickly and squealed at the sight of a rubber cock. I took it out of the bag and looked at it more closely. It was very realistic as far as I could tell. The only comparison I had was pictures in a dirty magazine. It had a flared head and veins on the shaft. It even had a pair of balls attached to it. I guessed it was about six inches long and about one and a half inches around.

"I bought that for you so you can practice on sucking on it, " Mom informed me.

I took another long look at the phony dick before slipping it back into the bag. I stared out the window wondering just what I got myself into by telling mom I wanted to give my body to dad for his birthday.

"Are you okay Tracy?" Mom asked. "You know you can change your mind and nobody will ever know what you were thinking of doing."

"I know I can back out mom, that's not the problem. The big problem is that I don't know how to do anything, not even kiss. I've never kissed a boy before."

"Well, I can show you how to do everything you need to know to make your father happy."

"Really, you'll show me how to kiss and all that stuff?"

Mom smiled as she shook her head up and down. "It would be my pleasure to teach you."

I looked out the window the rest of the ride home. I grabbed the two packages off the seat then headed into the house with mom right behind me. She asked me what I wanted for dinner. I told her that I wasn't really hungry.

"I think you're too anxious for me to begin the lessons, " mom laughed.

"Yeah I guess I am. I've never been kissed or kissed anyone before. I've heard other girls talk about it so I guess I'm wondering what it's like and all that."

She asked me if I ever masturbated. I told her that I didn't know what that meant. She explained that when people masturbate they rub themselves to feel real good. I told her that I never did that and wouldn't even know how to begin. She said she would be happy to show me just how to do it. Mom suggested that I go take a shower then meet her in her bedroom. I left mom standing in the kitchen as I rushed to take a shower. I stripped off my clothes in my room then walked naked to the bathroom in the hallway. I closed the door before turning the water on. I stepped into the shower and quickly lathered my body with fragrant soap. I worked my soapy hands over my puffy little nipples. I could feel them getting hard as I rubbed my hands over them. I moved my soapy hand down to my bald pussy washing it thoroughly. I've heard some of my classmates talking about how they make themselves feel good but I don't know how to do that and I'm too embarrassed to ask how. I don't want them to think I'm a dummy or a little kid. I am hoping that mom shows me everything like she promised. I rinsed the soap suds off my body then stepped out of the shower. I dried myself with a fluffy towel. I wrapped it around my slender body tucking it in so it covered my flat chest and down to my knees. I glanced at myself in the mirror as I headed out the door and down the hall to mom's room.

The door was open when I got there. Mom must have just got out of the shower too because she was sitting at the dressing table wrapped in a towel just like me. She was using a blow dryer to dry her long brown hair. I stood in the doorway watching in silence thinking of how things are going to change in a few minutes. I swallowed nervously then walked into the room.

"All set mom, " I told her as I entered the room.

She turned around smiling at me. She told me to sit on the edge of the bed. She said she would be finished soon. I sat on her king size bed fidgeting nervously while waiting for her to finish with her hair. I was on pins and needles waiting for her. I could feel my heart racing in my chest.

"Are you nervous honey?" she asked as she put the blow dryer down and turned toward me. I nodded slightly. "Don't be, there is nothing that's going to happen that you won't enjoy and if you don't want to do anything just tell me and we will stop."

Again I just nodded. My mouth was as dry as a desert. Mom moved over to the bed sitting down next to me. She took my hands in hers looking directly into my eyes.

"Tracy, are you sure you want to do this?" she asked seriously. "You don't have to do any of it if you don't want to."

"I do mom, I do want to do it, " I said softly. "I'm just nervous, excited, scared and all that but I do want to learn everything so I can give dad my special birthday present."

"Okay, let's start with kissing, " she said. "Show me what you know about kissing."

I leaned over to her pursing my lips tightly before placing them on hers. Mom giggled when I pulled back. I blushed brightly at that and looked down at the floor. Mom apologized for the laugh and assured me that she wasn't laughing at me but at the way I kissed her. She told me that I needed to wet my lips before I kiss someone and not to keep them to tightly closed. She told me to close my eyes and she would kiss me.

I closed my eyes waiting for her lips to touch mine. She told me to relax my lips completely. I sighed loudly, forcing myself to relax. Suddenly I felt her warm soft lips on mine. I gasped at the feel of her lips. I moaned softly as she pushed her lips harder against mine. I felt the tip of her tongue caressing my lips. She slowly pushed her tongue between my lips. I opened my mouth slightly giving her access to my mouth. I groaned a little louder as she explored my mouth with her tongue. Her arms went around my body pulling me against hers. He tongue pulled out of my mouth and I pushed mine into hers. I ran my small tongue all over the inside of her mouth. I heard mom groan a little when I did that. After a few minutes I pulled away from her lips.

"Wow mom that was so cool, " I exclaimed. "I love the way your lips feel, so soft and warm."

"I enjoyed it too Tracy. Care to kiss your old mom again?"

I hugged her tightly placing my lips on hers. I immediately plunged my tongue into her warm mouth swirling it all around. Mom and I moaned in unison as are tongues played tag with each other. I felt mom's hands gently tug at the towel that was wrapped around my body. I shivered slightly as my body came free of the towel and the cool air hit it. Mom broke off the kiss pushing me away.

"Stand in front of me and let me look at you, " she said softly. "My God you are so beautiful."

"Aw mom, I am not, I don't have boobs or even any hair down there yet, " I grumbled.

Mom stood up and pulled her towel off her body. I stared in disbelief as I saw that my own mother didn't have any hair down there either. She saw me staring at her hairless pussy. "I shave it for you dad, he likes it bare."

"It looks so pretty and you're boobs are perfect, " I told her.

"Thank you sweetie, that's nice of you to say."

"I mean it mom, you are beautiful. I hope I look just like you some day."

She pulled me to her again kissing me deeply like no mother should ever kiss her daughter. Her hands moved to my flat chest taking each of my nipples between her fingers and tugging gently at them.

"AAAAAAAHHHHHHH, Oh mom that feels so good, " I groaned to her.

"Can I touch you too?" I asked her.

"Oh yes sweetheart but only if you want too."

I placed each of my hands on my mom's boobs. I gently felt their weight by lifting each of them. I felt the sponginess of the flesh. I looked at the long hard nipples and the dark circles that surrounded them. Mom patiently explained to me what the areolas were and how to lightly pinch and pull the nipples to make her feel good. She told me that I could do that to myself when I wanted to feel good. Mom suggested I try it on myself to see how it feels.

I moved my hands to my own little nipples and pulled at them. My knees got weak as I twisted the little buds between my fingers. I sat down on the bed really working at them.

"See, feels pretty good don't it?" mom asked.

"Oh yeah, it even makes me tingle between my legs a little."

"Why don't you lay back on the bed and let me show you how good you can feel, " mom suggested.

I crawled up on the bed stretching out in the middle of it. Mom climbed up so that she was lying next to me. She took my face in her hands gently pulling me towards her. Her lips parted slightly just before she kissed me once again. I felt her warm moist tongue snake its way inside my mouth. I sucked it deep inside moaning at the same time when I felt her fingers pulling my puffy little nipples. For some reason my legs moved apart all on their own. I could feel the tingles coming back between my legs as mom pulled on my hard little buds. One of her hands moved down and rubbed my bald pussy slit. She played with my boobs and my pussy until I couldn't stand it any more.

"OOOHHHH mom, OOHHHHHH mom it feels so good, " I groaned as I pulled my lips off of hers.

She smiled sweetly at me as she kissed my chin, then my left shoulder, then the right one. I held my breath in anticipation of what I knew was going to happen. Sure enough, I let out a loud whoosh of air when her lips circled my left nipple and sucked it into her warm mouth. I pulled her head down tight against my chest. I arched my back up to try to get her to suck more of my near non-existent boob into her mouth. She moved her mouth to the other side and repeated the tongue washing of my nipples.

"Open your legs a little farther and I will show you just how good you can feel."

I moved my legs apart as she asked. Mom moved her hand down my belly toward my pussy. I tensed up when her hands passed my waist line. She whispered to me to relax and enjoy the feeling. She put her mouth back on one of my little boobs as her finger found my already damp preteen slit.

AAHH, OOHHH, Oh that feels really good, " I groaned softly as her finger slid up and down my slit.

Her finger moved up my slit finding the spot that really made me jerk and gasp out loud.

"That's your clit honey, one of the most sensitive thing on a woman's body."

She rubbed her fingers fast in small circles around and over the hard little button. I never knew I had anything like that. I felt so stupid but mom soon made me forget all about that. My hips were bucking up and down in time with her finger. Mom would circle my clit a few times then run her finger up and down my slit picking up my dampness. Her finger flew across my clit making me cry out in pleasure.

"OOOHHHHHH Geez mom, OOHHHHHH don't stop doing that, I feel sooooo gooood."

"Don't worry Tracy, I won't stop until I make you cum, " she said just before taking my tiny tit in her mouth again.

She used two fingers on my clit now, pinching and pulling at it. I was squirming almost uncontrollably as she moved me toward my very first orgasm. I bent my knees up and let them fall open so she had more room to please me. On one of her fingers trip through my young slit her finger tip tickled the opening to my virgin cunt.

"AAAAAHHHHHHHHH, something is happening mom, I feel so funny all over. I can't stop shaking. OOHHHHHH mom whats happening?" I cried out in fear and pleasure.

Mom sat up giving my puffy nipples one last suck. She told me to relax and let my body go. She said that I was going to have an orgasm and that I would feel really really good.

"O...O....Okay, " I stuttered.

She sat by my waist watching me as I began having my very first orgasm.

"AH, AH, AH, AH, OH God, Oh God, No, No, OOHHHH AAAAAAHHHHHHHH, " I screeched.

My body stiffened out like a board. My eyes rolled back into my head and I could feel wetness running down my leg.

"AAAAAWWWWW mom, AAAAWWWW mom." I cried as I gave another big shudder.

Mom pulled her finger away from my wet pussy and crawled up next to me. She kissed me tenderly as she wiped the sweat from my brow. I returned the kiss panting hard into her sweet mouth.

"How did that feel honey, did you like it?" she asked softly.

'That was best feeling ever. I love it, " I told her enthusiastically. "How many times can I do that?"

Mom laughed telling me that everyone is different. She said some can do just once or twice and others might be able to do many more times. She asked me if I would like to try again. I smiled at her nodding my head.

"I'm going to do it a little different this time, " she informed me. "Bend your knees up and spread your legs wide."

I did as she instructed watching her move down the bed so she was between my legs. I stared at her as she moved her face close to my bald preteen pussy. I could feel her breath on my skin as she stared at my sex. She used her hands to open my slit a little then I felt the most wonderful feeling as we warm tongue touched my pussy for the first time.

AAAWWWWW yeah mom, OOHHHHH do that some more."

She ran her tongue up and down my slit pausing at the top each time to flick my hard little clit. Each time she did that I would give a little moan and jerk a little bit. I grabbed her by the hair and pulled her tighter against my little pussy. Her tongue traveled all over my cunt licking here and there. I groaned loudly when the tip of her tongue pushed into my tight virgin hole.

"AAAAAAAHHHHHHHH Mom, OOOHHHH do that again, OOHHHH push it in farther, " I cried out in joy.

She spread my slit even a little further apart and forced her tongue in as far as she could. I cried out in pleasure as she pushed her tongue in and out of my pussy.

I was almost in tears from the pleasure that she was giving me. She moved up a little taking my clit into her mouth and sucking and nibbling at it. That was all it took to take me over the edge again.

"EEEEEEEEOOOOOOHHHHHHHHHH, " I shouted as my pussy leaked out a flood of my girl juice. I heard mom lapping it all up as I kept pulling her head into my quivering pussy. Finally I couldn't take any more and gently pushed her head away from my sex.

She moved back up again kissing me harder this time. I could taste my sweet juice on her lips and tongue as we kissed. She pulled away asking me how I liked that one. I told her that it was better than the first one. She gave me a wicked little smile and asked me if I thought I could do it one more time.

"I guess so, " I said weakly but excitedly.

"This time I want you to get on your hands and knees, " mom told me.

I looked at her wondering if I heard her right when she gave my butt a slight slap and pulling me into the position she requested. I bent my head down looking between my legs trying to see what she was going to do. She knelt behind me looking at my rear end. I felt her breath once again on my body as she leaned forward with her hands and pulled on my little nipples. I gave out a cry on pleasure as she pulled and twisted them. I felt her tongue as it ran up and down my slit. When she pushed her tongue into my tight pussy I could feel her nose pushing against my butt hole. It sent a whole new set of feelings racing through my young body.

Mom licked all around my clit making me moan out loud. She moved her tongue down my cunt crack past my virgin hole and up my butt crack. I took a deep breath holding it in, not knowing what to expect. I let out my breath in a big whoosh when her tongue touched my tight brown hole. She used her hands to spread my butt cheeks apart and moved her tongue back and forth over my little rosebud. I wiggled my butt to tell her that I really liked what she was doing. She wiggled her tongue harder against my brown hole finally pushing the tip inside.

"UUUUUGGGGHHHHH Oh God mom that is soooo good, your tongue feels so good inside there, " I grunted out.

She pushed her tongue in and out of my butt hole as she used a finger to play with my clit. It didn't take long before I screamed out my third huge orgasm.

"AAAAHHHHHHH, Stop mom, OOHHHHH stop I can't stand it anymore, " I cried out.

My whole body was shaking uncontrollably as she held me tight and stroking my hair. She told me to let the good feelings wash over me like a wave. I shuddered a few more times before I finally stopped. I smiled at mom kissing her gently.

"Thank you so much mom, I never knew I could feel so good."

"My pleasure baby, I haven't done anything like that with a girl since I was very young."

'You did this before?" I asked amazed at what I was learning about mom today.

"Yep, long time ago with a girl I knew when I was about your age, " She said. "I'm kind of surprised that you haven't tried some things with your friends."

"Uh-Uh, I never have, but I might now, " I giggled.

We lie there talking and kissing for a little while. I felt so relaxed after feeling so good three different times.

"Mom, I felt good three times today but you haven't felt good."

"Oh that's okay Tracy, don't worry about me, " she smiled at me.

"But I want to make you feel good like you made me feel good."

"You don't have to do that sweetie, I'm okay really."

Continues

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