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Kerri and I have been best friends all of our lives. Our parents live next to each other and we were born three days apart, 13 years ago. We did everything together, school, girl scouts, dance classes and the list goes on. My name is Beth. Like I said, I'm thirteen with shoulder length brown hair, a good shape to my body (so everyone tells me) and my breasts are forming nicely, about the size of a small grapefruit. Kelly looks almost the same except she is a little taller and has pitch black hair.

We were sitting on Kerri's bed wondering what to do. We were talking about the usual girls stuff. We chatted about our other friends, boys, school, boys, shopping, boys and then some more about boys. Neither one of us has a boyfriend yet because our parents think we are too young to date. They told us we couldn't date until we were 14 years old. We complained about having to wait almost a year and a half but they didn't care.

So we were talking about what our first kiss would be like with a boy. Either of us had any experience with a boy but have read a lot of stuff on the internet and looked at a lot of pictures of sex and stuff.

"Kerri, Beth it's time to go!" we heard her mom shout.

"Oh man, I can't believe we have to do this again this year," she said.

For as long as we can remember, we have been getting our pictures taken with Santa Claus at the mall. We begged not to have to do it this year but were told it was a tradition that would continue. We walked down the hall heading for the garage and our ride to the mall. Kerri's little 6-year-old brother was in the front seat already so Kerri and I sat in the back. It was a short ride to the mall and only took about 15 minutes to get there.

"Let me go after Bobby and watch what I do to Santa," I whispered.

"What are you going to do," she whispered back.

"If I got to sit on his lap, I'm going to feel his cock while I'm up there," I said quietly.

"WHAT, are you crazy," Kerri said to loudly as her mom wanted to know what we were talking about.

"Nothing mom, just girls stuff," Karri said.

"Shhh, keep it down. I want to know what one feels like even if it is only through his costume." I whispered.

"Geez, I got to see this, I don't believe you are going to do that," she whispered back.

We parked the car close to the entrance to the mall and Kerri's brother Bobby ran to the door waiting for us to catch up. He was yelling for us to hurry so he could go see Santa. When we got into the mall and went to the display with Santa, we stood in line. Thankfully there weren't too many people in line. Bobby ran up to Santa when it was his turn and jumped in his lap. We heard Santa give a hearty laugh as Bobby rattled off his wish list.

The photographer snapped his picture just before Santa lifted Bobby off his lap. I heard one of Santa's helper say next and I realized that it was my turn. I looked around embarrassed to be sitting on Santa's lap at my age but excited with what I was planning to do.

I walked up to Santa and sat on his knees with my legs between his. I put my hand on his thigh to steady myself as I smiled for the camera. He asked me if there was anything special I wanted for Christmas and I bent down to whisper in his ear.

"What I want for Christmas is this..." I whispered to Santa as I put my hand on his crotch and squeezed.

I felt his cock jerk in my hand as he let out a loud, "HO! HO! HO!" Then he whispered that he was glad that he could fill my wish immediately.

"If you want more of your Christmas present, come back and see me sometime," Santa said softly in my ear.

I smiled nicely for the camera as she snapped my picture. I gave him one more squeeze as I got up and left. I watched as Kerri was just sitting down on his lap. I watched closely as her hand went to his crotch like mine did. I could now see a bulge in the red suit. Santa whispered something to Kerri and she nodded her head. I saw the flash go off and then Kerri was walking away from Santa.

"Now that wasn't so bad was it girls?" her mom said.

"Nah, it was okay," we answered together.

We had lunch at the food court and then headed for home. I couldn't wait until we were alone to talk about what we just did. As soon as Kerri's mom shut the car off Kerri and I ran to her room to talk about what we just did with Santa.

"I can't believe you did that!" she shrieked.

"What about you, you felt it too," I said.

"My God, did you feel how hard it was!"

I told her that I felt the hardness and how big it was. I then asked her what he whispered to her. She said that if we wanted to feel him some more we should come back to the mall and he would let us feel him all we wanted too. I asked Kerri if she planned on going back to the mall.

She wanted to know if I wanted too feel his cock again. I told her that I would go if she went. We agreed that we would go tomorrow afternoon, it would be busy because it was Sunday but we figured it would be safer with more people around.

I asked her if she had ever seen a cock before. She told me that she only saw the pictures of them on the internet like I did. I told her that I wished that we could see his cock. She told me how bad I was as she giggled.

"Do you ever make yourself feel good Beth?" she asked me seriously.

"Oh yeah, I love to rub my pussy and feel good, why do you too?" I asked

"Yeah, but I never feel as good as they say you do on the internet," Kerri replied.

"Maybe you aren't doing it right."

"I don't know, that's something I'm not going to ask mom to show me how," she laughed.

"Beth, will you show me how you do it?" she asked.

"I suppose I could, but if I get naked, you have to too," I told her.

She locked her bedroom door then we both stripped off our clothes. I climbed on the bed stretching my body out waiting for Kerri to join me on the bed. I looked at her body as she stood by the side of the bed. Her tits were the size of half grapefruits like mine and she had just a light sprinkling of hair on her pussy. I told Kerri that she really looked pretty and she said the same thing to me. She asked me why my nipples were longer than hers and I told her that I didn't know why but hers looked perfect I told her.

"Gee you look so pretty without clothes on," Kerri said. "Can I touch your breasts?" she asked me.

I smiled at her and told her that she could do whatever she liked. I told her that is what best friends are for. Kerri slowly reached her hand out and placed it on my right breast. She just held it there not moving it at all. I told her to move it around and squeeze my tit a little. I told her that she could play with my nipple too if she wanted to.

Kerri took my nipple between her thumb and index finger and gave it a small pinch, then pulled on it gently. I moaned out and she quickly released it and apologized for hurting me. I giggled and told her that it didn't hurt but felt real good.

"Haven't you ever felt good touching yourself before?" I asked.

"No, something must be wrong with me," she sobbed.

"I don't think anything is wrong with you, just do what I do and see if it feels good."

We lay next to each other and Kerri watched as I moved my fingers to my nipples. I pulled and twisted the hard knobs making me moan again in pleasure. I told her to try it. She reached down pulling and twisting her nipples. She looked at me saying that she didn't feel much of anything. I told her to do exactly as I did and moved my hand down to my pussy. I ran a finger through my cunt crack. I showed her how to rub the clit and then I showed her how to put a finger inside of your cunt hole. I told her to do it now.

Kerri slid her hand down to her pussy running a finger into her cunt crack. She rubbed her clit and put a finger into her pussy hole. All the time she was doing this she never changed expressions. I asked her how she felt and she told me that it didn't hurt but didn't feel that great either. I couldn't understand what she was doing wrong.

"Girls, I'm going to the store. Will you two be okay for a couple of hours," Kerri's mom said through the door.

"Sure mom, we'll be fine."

"Okay see you later then," she said and turned to go.

Kerri began to cry softly as we heard her mom's car drive off. I asked her what was wrong and she sobbed that something must be wrong because she never feels good when she touches herself. I told her that I would try to make her feel good by doing it to her the way I do it to myself.

"You would do that for me?"

"You're my best friend, I would do anything for you."

"Oh thank you Beth, thank you," she wept as I held hugged her naked body next to mine.

Kerri went to kiss my cheek just as I turned my head and her lips landed on directly on mine. I didn't pull away and either did she. We just laid there with our lips touching not knowing exactly what to do. Suddenly I felt her tongue at my lips licking them gently. I opened my mouth to say something and she slide her tongue into my mouth. I felt a warmth spread over my body as my pussy started to tingle from her tongue in my mouth. I sucked on her tongue gently then pushed mine into her mouth. She sucked at my tongue eagerly as we played tongue tag.

My hands moved down her body to her chest. I reached her soft tits and massaged the lump of flesh with my hands. I took her nipple in my fingers pinching and pulling at it. I heard Kerri moan for the first time as I tweaked her nipple fairly hard.

"Oh, I felt that all the way down between my legs," she sighed and I twisted her nipple again.

I bent my head down and sucked her nipple into my mouth. I sucked on her tit as I flicked my tongue all around her nipple. Kerri grabbed my hair holding my head to her chest as I sucked one and then the other tit into my mouth.

"Oh Beth, don't stop, I never felt like this before."

I kept my lips locked on her nipple as I moved my hand down to her pussy. I cupped her mound and felt the moisture that was forming in her slit. I ran a finger up and down her crack circling her clit each time I moved to the top of her slit.

"AAHHHHH! Rub it right there, don't move you finger!" she begged as I rubbed her clit hard and fast.

Kerri was panting heavily as I ran my finger all over her clit. My mouth was busy on the nipple as she began to hump her cunt up to meet my hand. I moved my finger from her clit and ran it through her cunt slit. I stopped at the entrance of her pussy and pushed gently at her hole. I felt my finger slowly slip inside of her hot cunt.

"Oh Beth! Oh Beth!"

My finger was inside of her cunt to the first knuckle as she began to shudder.

"S-something is happening?!" she screamed as her pussy squeezed my finger.

Kerri's ass came off the bed as her pussy poured its juice out and made a huge wet spot on her bed. She bucked her hips on my finger as she shouted out another massive wave of pleasure. The palm of my hand was soaking wet from all her juices that were running out of her cunt.

I took my lips from her tit and sat up looking at her wet pussy. I could see my finger sticking out of her cunt. I moved it in and out causing her to groan again loudly. I wondered if I could get her to cum again for the third time. I sped up my movement of the finger in her pussy as she began to breathe heavily and tremble.

"OH! OH! I'm going to do it again, OH!" she yelled as her back arched off the bed and she shook uncontrollably.

Kerri finally begged me to stop. I removed my finger from her pussy and sat looking at her. She was panting hard trying to get her breath back. I saw tears beginning to fall down her cheeks. I asked if she was alright.

"Oh my God Beth, that was totally awesome, I've never been happier."

"I'm glad I could help prove that nothing was wrong with you."

She hugged me tightly as she kissed me hard. She kept thanking me over and over as she kissed me again and again.

"Can I make you feel good Beth, I want to do it to you?" she asked.

"Sure, I would like that."

She bent down kissing me again as her hand moved quickly to my chest. She grabbed my tit in her hand and began massaging it gently, kneading the flesh all around. She pinched my nipple as she began to kiss her way down to my breasts. I let out a huge sigh as her lips found my young tit and sucked it into her warm mouth. Her rough tongue ran over my nipple making me squirm and moan. I grabbed her head holding her to my 13 year old breast. Kerri continued to suck on my soft tit as her hand began to move down toward my pussy.

"I never touched another girl before," she whispered.

"I never did either before I did it to you," I whispered back.

"You feel so soft and moist down there," she told me as she tweaked my nipple with her free hand.

I gasped as I felt her finger run through my wet slit touching my clit as she moved upward. I told her to keep rubbing that hard button to make me feel good. She wanted to know if she could move down there and look closely at what she was doing. I told her that I didn't care as long as she didn't stop doing what she was doing.

Kerri moved down between my outstretched legs moving her face close to my cunt as she moved her fingers over my clit. I could feel my pussy oozing its juice out of its hole as Kerri kept fingering me. She moved her finger down to my cunt hole and slowly pushed her finger into my young cunt. I moaned loudly as I felt her finger sliding into my hot cunt.

"Oh yeah, that's the way, don't stop Kerri, you're doing it just right."

"You're so wet, I can smell your juice from back here," she said. "I want to look closer at your hole, I never been this close to a pussy before."

Kerri moved up between my legs. She pulled her finger out of my cunt hole and spread my cunt lips apart. I felt the cool air hitting my cunt hole as she held me open. Kerri was staring at my cunt hole looking into the depths of my young pussy.

"Oh Beth it's so pretty. I didn't know it looked like that, all pink and wet."

"It smells so good too," she said as if in a trance.

"So pretty, so wet, so soft, so sweet smelling," she chanted softly as she rubbed my cunt hole.

"OH! OH! OH! YES!" I cried out as I felt her warm mouth cover my pussy mound.

"I'm sorry Beth, I just had to taste it," she cried out when she heard me groan.

"Oh Kerri, do it again, don't stop," I begged my friend.

I felt her mouth go back to my cunt and her tongue run up my wet slit. I jumped when she touched her tongue to my clit. She sucked my clit into her hot mouth circling her tongue around my hard clit as she sucked it gently.

"I'm going to cum soon Kerri!" I warned her.

She didn't move away but actually began to suck harder on my clit and she pushed a finger into my cunt hole. I felt her finger slide deep into my pussy as I began to shake.

"AAAHHHHHEEE!" I screamed as I creamed all over her face.

I could hear her lapping up all the juices that were pouring from my cunt as I rode the wave of a huge orgasm. I was grinding my cunt on her face as she continued to finger fuck me and licking me at the same time. I finally had enough and pulled her up to me kissing her softly. I ran my tongue into her mouth tasting the slightly musky taste of my pussy. We exchanged my juice back and forth while we kissed each other deeply. I broke off the kiss telling her how good I felt.

"That was the best I ever felt!"

"Glad to help," she giggled.

"What was it like to lick someone down there?" I asked.

"It was great, so wet and soft, sweet tasting too," she giggled.

"I want to try it on you now."

"Hang on a minute, I have an idea," she said as she jumped off the bed and left the room.

She came back a few minutes later holding something behind her back. I asked her what she had and she started to laugh. She swung her hand out from behind her back and showed me the six inch dildo she was holding in her hand.

"Oh my God, where did you get that!" I shrieked.

"From my mom's nightstand, I found it there a few months ago."

"Have you ever used it before?" I asked her.

"I wanted to but when I started to play with myself, I never felt that good," she said sadly.

"But now, I want you to use it on me."

"Cool, I can do that," I said excitedly.

Kerri stretched out on the bed as I took the dildo in my hand. I saw a switch on it and pushed it on. The dildo started to vibrate in my hands. I squealed out as I showed it to Kerri. She asked me to touch it to her nipples to see what it felt like. I put the vibrator against her left nipple and watched as Kerri's eyes grew big and she let out an enormous groan.

I moved the toy from one nipple to the other causing Kerri to squirm on the bed. I moved one hand down to her soaking wet pussy as I easily slid a finger into her cunt. Kerri moaned as my finger slid all the way inside of her wet hot cunt hole.

"I think I created a sex monster!" I laughed.

"Oh it feels so good, I want to feel that thing inside of me. HURRY!" she begged.

Kerri was humping her hips to meet my finger as I moved the vibrator down her stomach to her pulsing cunt. I ran it over her clit causing her to scream in pleasure as her clit popped out from under its hood. I slowly ran the toy up and down her wet slit before I placed it at the entrance to her cunt. I turned it off before I began to slide it into her.

"YES! I feel it going in," she groaned.

I eased it out, and then slowly pushed it farther in. I repeated this procedure several times until I had the whole six inches buried in her pussy. I didn't move it at all so she could get use to the feeling of having six inches of latex inside of her. It wasn't long before her hips started to move against the toy. I pulled it out so just the tip was still inside of her then slowly pushed it back inside while twisting it in a screwing motion.

"OH YEAH!" she sighed as it went deep again.

I slowly started to fuck my best friend with the dildo. She began to push back as I shoved it deep into her cunt. Kerri was panting heavily as I slid it in and out of her wet pussy. I paused long enough to switch it on to the high position. It immediately began to hum as Kerri screamed.

"OH MY GOD!" she yelled as her hips bucked hard against my hand. "OH GOD! I'm cumming! Oh Jesus, I'm cumming!!" she shrieked

Kerri's body arched off the bed as her hips jerked uncontrollably against the vibrator buried deep inside of her 13 year old cunt. Her juices were flowing out of her like a stream as she humped on the toy. Kerri screamed again as another huge wave of pleasure hit her.

She ground her hips against the vibrator finally yelling at me to take it out. I slowly pulled it from her cunt causing her to have one more huge orgasm as she flopped around on the bed like a fish out of water. When the toy was out of her cunt she quickly pulled me to her and kissed me hard on the lips. We tongue wrestled for a few minutes until she regained her composure.

"Oh my God, I never felt so good in my entire life!" she exclaimed. "You have to try this!"

"Okay, I'm ready right now," I told her.

Kerri touched my left tit with the vibrator on low. She moved it over my nipple making it hard instantly. I let out a low moan as she moved it from one nipple to the other. I spread my legs wide so she would know that I was ready for what she wanted to do. Kerri saw me opening my legs and moved the dildo down my body to my 13 year old cunt. She ran it up and down my wet slit pausing at my clit to make me groan out in pleasure.

I begged her to put it in me right away. I was so hot and horny that I didn't want to wait. Kerri shut the vibrator off and slowly slid it inside of my hot teenage cunt. I could feel it stretching me as it went deep into my pussy.

"Oh yeah! Oh yeah! That feels good! Oh Kerri that feels really good!"

When she had it all the way inside of me she switched it on and the vibrations caused my pussy to pour out its juices around the vibrating toy. Kerri began to pump it in and out of my hot cunt with steady strokes going deep with each thrust. The vibrations were driving me crazy with pleasure. My hips were bucking up to meet her hand as she slid it in my pussy over and over again.

"Oh Kerri, faster push it in faster!" I shouted

My pussy convulsed around the latex toy as Kerri kept pounding it in my cunt. I pulled my legs up to my chest so she could get the deepest penetration. She slid the vibrator deeper in my cunt making me shout out again as another powerful orgasm hit me.

"Take it out! Kerri eat me! Eat me! I want to feel your tongue!" I cried.

Kerri pulled the toy from my sopping cunt hole and buried her tongue deep inside of my pussy. She lapped all the juices that were gushing out of my cunt hole. She reached up and pulled my nipples as her tongue worked the inside of my hot wet cunt hole.

I grabbed her hair and held her face to my cunt as I ground my hips on her face. Kerri had her tongue all the way in my pussy as I yelled out my third orgasm. I humped my hips to her face as she held on. I poured more of my cunt juice out and she greedily sucked it all up. I finally had to push her head away so I could catch my breath.

"Oh Kerri thank you, that was just unbelievable. I never felt like that before."

"Yeah it really felt neat, I loved feeling so full down there," Kerri replied.

"Kerri, what do you think a real cock would feel like inside?"

"I don't know Beth, but I do know how we could find out," She said with an evil grin.

"I'm almost afraid to ask, but how do we find out?"

"Let's go back to the mall and see Santa. Maybe he would give our present early," she giggled.

I had to chuckle with her at the thought of Santa screwing us. I told her that I wasn't too sure that it was a good idea.

"Come on Beth, let's be daring and do it!"

"I don't know, that's a pretty big step in our lives, don't you want to do it with someone our own age."

"I would rather do it with someone who is experienced and won't hurt us," she said.

"How do you know he wouldn't hurt us?"

"Because he's Santa Claus, silly!" she laughed.

I busted out laughing at that answer also and told her that we should get going before I chickened out. We quickly took a quick shower, left a note for her mom and headed for the mall. It was a 15 minute car ride but if you cut through the woods, you can walk to the mall in about 10 minutes. Kerri and I headed for the woods talking about how we are going to do this. She told me that since it was her idea, she should go first. I laughed and told her that it was true, that I created a sex monster.

The mall was bustling with people as we stood in line for Santa. Kerri told me to watch what she does when she gets her turn with the bearded man. Soon it was her turn and she walked right up to Santa and plopped down on his lap. She put her hand on his crotch and whispered something in his ear. I saw his eyes open wide and he said something back to her softly. Kerri's hand was on his cock but was hidden from view by her legs. I knew what she was doing and could feel myself getting wet between my legs. She stood up from Santa's lap and exited the display. I met her at the exit gate anxious to hear what they said to each other.

"What did you say? What did he say?" I asked her softly as we walked in the mall.

"He told me to wait by the entrance to the mall offices and he would be there on his break in about 10 minutes."

"Oh my God, I can't believe we are going to do this," I said softly.

"He has an hour before he has to be back so we should both be taken care of" she said

We hung out around the short aisle that led to the offices. Pretty soon we heard a commotion coming down the main aisle of the mall. Kerri and I turned to see Santa coming down the aisle with a group of small kids following close behind him. When he caught sight of Kerri he turned and said goodbye to his followers and walked over to us.

Kerri introduced me to him calling me her best friend. He told us to follow him as he walked through the doors to the offices. Since it was after business hours the office was empty. He led us down the hall to a room that had a small dressing table and a cot along the wall.

He told us to sit while he gets out of his hot costume. He removed his long white hair and beard. He took his boots, red coat and pants off. He turned toward us and we saw that he was a good looking man of about 35. He stood in front of us in his boxers and t-shirt.

"So you want a special present from Santa?" He said with a HO! HO! HO!

"We want Santa to be our first and show us how good it is!" Kerri said brazenly.

I couldn't believe how bold she was when talking to a stranger. He looked at me and asked me if I wanted to learn too. I nodded my head staring at the bulge in his boxers.

"Okay lets get started, I have an hour before I need to be back," he said.

He walked over to Kerri and told her to pull his boxers down so she could see her very first cock. I watched as Kerri's trembling hands reached for Santa's shorts. She grabbed them by the waistband and pulled them slowly down his legs. His 6 inch cock sprang free of the boxers and bounced in front of her face.

Santa stepped out of his underwear as he pulled his t- shirt off his body. He was standing in front of us completely naked. Kerri and I stared at his stiff cock and his hairy ball sack hanging down between his legs.

He reached out taking Kerri's head in his hand and pulled her face to his cock. He told her to open her mouth and suck his cock lick a Popsicle. Kerri stuck her tongue out and ran it up the cock shaft that was in front of her. I asked Santa what the liquid was that was on his cock head. He told us that it was pre-cum and girls like the taste of it.

Kerri quickly licked it off his piss slit and swallowed it down. She told me that it did taste good. She opened her mouth and put the head of Santa's cock in her mouth, closing her lips around his stiff dick. Santa pulled Kerri's head up and down on his rock hard cock.

I could hear Kerri slurping on his stiff cock as her head went up and down on it. He pulled her head from his saliva soaked dick and put it in front of my face. I took his cock in my hand and examined it closely. I saw the veins sticking out from the shaft.

I saw the pearly drop of pre-cum oozing from the hole in his cock head. I touched the drop of pre-cum with my tongue and took it into my mouth. It tasted a little salty but not unpleasant. I wrapped my lips around his cock and let him slide it in my mouth.

"I think I'm going to teach you just about blow jobs first," Santa said. "I'll let each of you suck my cock so you can each taste my cum."

Kerri answered him that it was fine with her but I couldn't answer with my mouth full of his 6 inch cock. He pulled my mouth from his throbbing cock tell us to get off the cot. When we got up, he laid down on his back. He told me to sit on his face facing his feet. He told me that I should suck on his cock while he sucked on my pussy.

I remember how good it felt when Kerri did that so I quickly climbed on top of Santa. I lowered my cunt to his face as I reached for his cock. I felt his rough tongue wiggling in my cunt crack as it searched out my wet pussy hole. I sighed out loud as I felt his tongue worm its way inside of my hot cunt. I lowered my mouth over his hard cock and began to suck it gently while running my tongue around its soft spongy head. Kerri was sitting on a chair watching us as she fingered her own cunt.

I groan as Santa flicked his tongue over my clit. His tongue was all over my cunt. He licked my cunt hole, clit and pushed his tongue deep into my pussy. I felt Santa spreading my butt cheeks apart and wondered what he was doing. I felt a warm puff of air on my wrinkled brown hole as he blew softly on it. I moaned out feeling a new sense of pleasure. I leaked more pussy juice out of my cunt just from him blowing on my butt hole.

"OH MY GOD!" I yelled as I felt his tongue dance over my brown hole.

I was pushing myself down hard on his face trying to get his tongue inside of my butt. Suddenly he slid the tip of it inside of my ass. I held my breath as he wiggled it deeper inside of me. I could hear Kerri telling me that his tongue was all the way up my butt. I was groaning non stop as he tongue fucked my butt. I guess I was wiggling too much for him because he pulled out and began to lick my pussy again.

"Try to put all of my cock in your mouth sweetie!" Santa's face was getting a little red.

After what he did with his tongue in my butt it was only fair that I tried to put his whole cock in my mouth. I lowered my mouth down but gagged when it hit my throat. He told me to go slower and get his cock real wet. He told me that when I felt it at my throat I should begin to swallow and it should pop right inside.

I ran my tongue all over his hardness getting it nice and wet. I slowly lowered my head until I felt it hitting my throat. I began to swallow hard. I was concentrating so hard on swallowing I didn't know I did it until I heard Kerri yelling that she could see my throat bulging out because of his cock.

"OH YEAH! You did it sweetheart. OH YEAH! That's it!" Santa groaned loudly.

I moved my head up and down on his cock letting it slide down my throat each time. I could feel it pulsing in my throat. He stopped licking my cunt as I deep throated his hard cock.

"Don't stop honey, keep going just like that! OH FUCK! I'm cumming! OOHHH FUCK! I'm cumming!" he shouted.

I felt the first blast of his hot sticky cum hit the roof of my mouth as I was pulling back. I quickly lowered my mouth down and took the next powerful spurt directly down my throat. I held him there feeling his cock squirt 3 more shots of his cum in my throat. I pulled back to breath and felt another shot fill my mouth. Santa slowly stopped shooting his hot cum in my mouth as I licked the last few dribbles from his cock head.

I sucked his softening cock clean as he returned his tongue to my cunt. He spread my cunt wide as he shoved his tongue deep into my cunt hole. I felt him wiggling his tongue all around inside of me. He reached behind me running a finger through my butt crack. He stopped his finger at my rear hole and slowly pushed at the entrance. I groaned loudly as his finger slid into my butt hole.

"Oh Santa don't stop!" I begged him. "OH SANTA, I'm cumming! Oh God! I'm cumming too!" I shouted as I ground my pussy on his face.

I could feel my cunt juice pouring out of my hole. I heard him lapping all my sweet juices up as his tongue wiggled inside of my cunt. He slowly pulled his finger from my ass as he licked my clit causing another huge orgasm to hit me. I lifted my pussy off his face and stood up on shaky legs. He pulled me down to him and kissed me tenderly on the lips. I could taste myself on his lips and I'm sure he could taste himself also.

"Oh God, that was fantastic Santa, thanks."

Kerri jumped up and told him that she wanted her turn now. Santa looked at his watch and told her that he had time and to come on over. He told her to do just the same thing that I had done. Kerri climbed on top of Santa and lowered her pussy to his waiting mouth. I pulled the chair up next to the cot so I could watch them do each other. I was still feeling pretty good from my two huge orgasms.

I watched as Santa ran his tongue through Kerri's wet cunt slit. He took her hard little clit in his mouth and chewed on it gently. Kerri was humping her pussy to his face as he nibbled on her clit. Kerri took Santa's cock in her hand examining it in its limp state. She bent her head and licked the length of his soft cock before she took it into her mouth. Since it was soft she could get it all in right away and I saw her tongue come out to lick his balls as she held him in her mouth.

Santa was running his tongue up and down her pussy pausing every once in a while to suck on her clit. I watched as he opened her cunt with his fingers. He slowly slipped his tongue into her hole as Kerri groaned out her approval of his technique.

"Santa that feels good but could you lick my butt like you did Beth's," Kerri asked

I watched closely as Santa moved his mouth from Kerri's cunt to her butt hole. He ran his tongue through her ass crack. He moved his hands to her ass cheeks and spread her ass open so he could blow little puffs of air on her wrinkled brown ass hole. Kerri moaned around his cock when she felt the air hit her back hole. I had a good view of Kerri's puckered ass hole as Santa spread her ass wide. He ran his tongue back up her ass crack stopping at her tight hole.

His tongue licked small circles around her brown hole causing her to push her ass back on his mouth. Santa stuck his tongue all the way out and slowly pushed it against her dark hole. I watched in amazement as his tongue began to slide into her ass hole. Kerri let out a long loud sigh as she felt his tongue snake its way up her poop chute.

"OH YEAH! I never felt anything so good in my life," she moaned.

"If you like that then you're going to love this," he said.

Santa pulled his tongue from her ass and shoved it into her wet cunt hole. He quickly moved a finger up to her ass hole and sunk it all the way in with one hard push. Kerri moaned as his finger went deep into her ass.

He took her clit between his lips and sucked it hard. I could see her juices leaking out of her cunt as he plunged a finger into her ass hole.

Kerri screamed as she slammed her cunt down hard on his face. I could see her wetness all over his face as she continued to pour out her juice. He pulled his finger from her ass and licked her cunt dry of all her juice. He asked her to hurry and suck him off before he had to go to work.

Kerri took his cock back into her mouth. It was back to its full 6 inches again. She bobbed her head up and down on his hard shaft. I told her to take him in her throat. She gagged the first two times that she tried but on the third time I watched as her throat bulged out as his cock went down it. She twisted her head slightly when he was deep in her throat and that caused him to groan out loud. He told her that he was real close to shooting his juice.

"Get ready Kerri! Get ready! Eat it all! Swallow it all!!" he yelled.

I watched as Kerri's throat muscles were working hard to swallow every drop of his hot sticky cum as it filled her mouth. His balls were jumping with each spurt of his sticky seed. He grabbed her head and held his cock all the way in her throat as he emptied the last few shots of his cum down her gullet.

He finally let her head go as she licked him clean. Kerri stood up licking her lips clean of all his slimy cum. Santa pulled her down to him kissing her softly as he slid his tongue into her mouth. They played with each others tongues until he realized that it was time for him to return to work. "Thanks girls, that was fantastic," he told us. "If you want to feel what its like to have me inside of you, come back tomorrow afternoon about 12:30. I don't have to work until 5 o'clock"

"We'll be here!" Kerri answered quickly.

I looked at here wondering if she really meant it. She asked him where he wanted us to meet him and he told us that he would meet us by the Santa display. He said that he would not be in costume so he wouldn't have a crowd around him. He gave each of us a quick kiss and then left. We dressed without saying anything and left the offices. As we walked home we talked about how good it felt to have our asses licked.

"I can't wait until tomorrow," Kerri said.

"Aren't you nervous about doing it for the first time, and with a grown-up?" I asked.

"Maybe a little... but if it feels half as good as what I felt today, then I want to try it."

"I hope it doesn't hurt too much," I said doubtfully.

"It shouldn't, we took the vibrator okay," Kerri reminded me.

We reached Kerri's house and I said goodbye to her at the front door. When she went inside I turned and walked to my house.

***

Kerri came over late the next morning all excited about our adventure that afternoon. We went to my room to talk about what was going to happen. Kerri reminded me that she was going to go first this time. She said that we should go now and grab a bite to eat at the food court. We told my mom where we were going and that we would be home about 5:30. She told us to be careful and gave me some money for lunch. We walked to through the woods to the mall like we did yesterday.

After we had our burgers and fries we walked slowly down to the Santa display. We stood back searching the crowd for our Santa. Kerri saw him first and began to walk towards him. He saw us and waved his hands to be sure that we saw him. As Kerri and I reached him we noticed that he wasn't alone.

"Hey girls, I hope you don't mind but my elf needed a ride to work."

"But what about our plans?" Kerri whined.

"Don't worry, he's willing to join us if it is okay with you."

"I don't know about this," I told Kerri.

"Oh come on, maybe they'll both do us at the same time," she whispered.

"Okay, but you go first," I replied.

"You bet, that's our agreement."

Kerri told the two guys that it would be okay. Santa told us to follow him. We walked behind the two men as we walked out of the mall and into the parking lot. He stopped in front of a big motor home. Santa unlocked the door and climbed aboard. We followed the two men inside the huge house on wheels. He told us to make ourselves comfortable.

Kerri and I sat on the sofa watching Santa and his elf open a beer.

"You girls keep calling me Santa, do you want to know my real name?" he asked.

"No, we want to know you only as Santa," Kerri quickly told him.

"Okay Santa it is then," he chuckled. "Let's go back to the king size bed and get comfortable."

Kerri and I stood following him and his elf to the bedroom. The two men sat on the bed and asked us to strip for them. Kerri began to remove her clothes while I stood frozen in place. When she had just her bra and panties left on Santa asked her to help me. She turned and noticed that I hadn't moved. Kerri walked over to me pulling my top off my body.

She unhooked my bra letting it fall to the floor. I stood there with my tits exposed to everyone. She knelt in front of me unsnapping my jeans. She pulled the zipper down and pushed them down my legs along with my white panties. Soon I was standing completely naked in front of them. She quickly removed her own bra and panties then standing next to me in front of the bed.

Santa and his elf looked us up and down admiring our young 13 year old bodies. Santa asked us if we had ever played with each other. I blushed brightly but Kerri told him that we made each other feel good a few times. He told her that they would love to see us do that to each other. They got off the bed to make room for Kerri and me.

Kerri and I crawled onto the big bed and hugged each other. She put her lips to mine and slid her tongue into my mouth. My hands found her breasts and began to pull and pinch her hard nipples. Kerri and I turned our heads as we heard the two guys taking off their clothes.

Santa was the first to be naked. His cock was semi hard and looked just as I remembered it from yesterday. His elf still had his boxers on as we turned to look at him.

"OH MY GOD!" Kerri said loudly as he pulled his boxers down to the floor.

I stared open mouthed as we both looked at his cock. His cock was rock hard and it had to be at least 8 to 9 inches long. I don't think I could even get my hand around it because it was so thick. I thought that we were never going to get that inside of us. Santa and his elf laughed when they saw us looking at his huge cock. "Oh my god Beth, look at the size of his cock?!" Kerri shrieked.

"It's huge!" I uttered as I stared at the hunk of meat

"Why don't you girls get off the bed and kneel on the floor?" Santa instructed.

We moved to the floor and knelt down. Santa and his elf sat on the bed with their cocks pointing at our faces. I was looking at the elf's huge hunk of cock dangling in front of me. Santa told us to suck on their cocks for a while and then we could switch off. Kerri grabbed Santa's cock and slid her lips over its length.

I heard Santa give out a loud sigh as she buried her nose in his pubic hair. I took his helpers cock in my hand and could only reach about one half of the way around it. I began to stroke it up and down watching a pearly drop of pre-cum ooze from his huge cock head. I bent my head and licked the big drop off of his spongy cock head and tasted him for the first time.

The elf told me to take it slow and try to get it all down my throat. I took this as a challenge and began to slobber all of his cock trying to get it real wet. I opened my mouth wide and put the head of his big cock inside of it. My jaw was just about stretched to the max as I licked around his cock head.

I ran my tongue over the head of his cock pushing the tip of my tongue into his piss hole. I moved my mouth down on his large cock taking a few more inches inside of my mouth. I heard him moan as his cock hit the back of my throat. I gagged a little before I pulled back slightly. I moved down again swallowing as I went. I felt the big head of his cock pop into my throat as he slid down my throat. I reached over quickly and hit Kerri.

I glanced over and saw her watching me take the elf's massive cock down my throat. I pulled off his dick and smiled at Kerri silently letting her know that she better be able to do it too. Santa said it was time to switch partners so Kerri and I switched places.

I moved over in front of Santa taking his hard wet cock in my mouth. I easily swallowed his cock down my throat. Santa took my head in his hand and set the rhythm of my movements on his cock. I turned my head so I could watch my best friend Kerri suck the monster cock that was dangling before her face.

I watched her as she took both of her hands and began to stroke it up and down. She licked all around his huge spongy head gathering up all the pre-cum that was forming at the piss hole. Santa pulled me up off his cock telling me that he didn't want to shoot is load yet. He told me to sit next to him and watch Kerri. I moved on the bed next to Santa taking his cock in my hand and slowly pumping my hand up and down on his hardness to keep him hard.

"I changed my mind, if I have to suck this monster I want to know your name," she told Santa's helper.

"I'm Jake, and Santa is really Henry," Jake told her.

"Thanks Jake, now let me get back work on this monster," She giggled.

Kerri put his huge cock head against her lips and kissed it all over. She opened her mouth wide letting the head ease inside of her mouth. Jake sighed out loud as her warm mouth engulfed his hard cock. Kerri let another 3 inches of hard meat slide into her hot mouth. Santa and I watched as she bobbed her head up and down on his hard cock. We saw her swallow his pre-cum almost constantly as she worked her tongue on his dick.

"I took it in my throat, can you?" I challenged my friend.

She glanced over at me with determination in her eyes. I watched as she shoved more of his cock into her mouth. She gagged as it hit her throat. She quickly pulled back and tried again. Kerri gagged again and had to pull back. I was smiling thinking that I was the only one that could do it.

Kerri glanced over and saw me smiling and she shoved her head down fast. I watched in amazement as her throat bulged out grotesquely as his huge cock entered her 13 year old throat. I could see tears running down her cheek as she buried her nose in his course pubic hair. She pulled his cock from her mouth and gasped for air. There was a string of saliva connecting her lips and his cock as she panted for air.

"Wow, I didn't think I could do it," she panted.

"You did great!" I told her.

"Who wants to feel a cock in her first?" Henry said.

"I get to go first!" Kerri told him.

"What do you want me to do?" she asked.

"Since this is your first time, you get on top of me so you can be in control," Henry told her.

"Okay but can I still call you Santa?" she asked him as she climbed on top of him. He told her that she could call him anything she wanted to.

She sat on his crotch feeling his hard cock on her pussy. Santa pulled her down kissing her gently on her soft lips. Jake moved behind her and began to run his fingers through her cunt slit. Kerri groaned into Santa's mouth as Jake slid his finger into her wet cunt.

"I want someone to put their cock in me. OH! I'm so hot!" she begged.

"Okay sweetie, lift her ass off my cock for a second," Santa said

Kerri lifted her ass off his cock as Jake grabbed hold of his friend's dick and lined it up with her tight virgin cunt hole. Santa told her to lower herself down when she was ready. I saw a moment of fear in her eyes but it soon was replaced with a look of desire.

I watched as she slowly lowered herself down on his hard cock. I could see her cunt spreading as he slowly entered her hot hole. She stopped just as his cock head disappeared inside of her 13 year old pussy.

Kerri was panting hard as her body adjusted to having a cock in it for the first time. She began to lower herself down again as Jake and I watched the slow movements. She had about half of his cock in her when she pulled up a little. She then slid down his shaft again. She started to ride his cock only going half way down each time. I could see the sweat beginning to form along her upper lip and forehead.

"Yeah, Beth it feels as good as we thought," she panted. She groaned as Santa reached up pinching and tugging on her nipples. "Oh yeah, don't stop Santa, please don't stop!" Karri screamed as came, her whole body shuddered.

When the pleasure hit her she slid the rest of the way down on Santa's cock. She let out a howl as another massive orgasm hit her when he was buried all the way in her. She bent down and kissed Santa hard on the lips as she shook through her orgasm.

Kerri was moving her hips slowly up and down just a little on his cock. While she was bent over kissing him, Jake moved behind her and began to lick her ass crack. Kerri moaned loudly when she felt the hot tongue teasing her ass hole. She kept her body bent forward so Jake had easy access to her rear hole. Jake slobbered her puckered hole with his spit before he moved a finger to the dark hole.

She groaned as his finger slid into her rear hole. Jake slowly moved his finger in and out of her ass hole as she started to rock back and forth on Santa's hard cock. I could see Kerri begin to shake as she pushed back on Henry's hard cock. Jake had his finger all the way inside of her ass as Santa humped his hips hard and buried his cock all the way up her young pussy.

Kerri shrieked as her third orgasm hit her hard. She slammed her hips back on his cock and Jakes finger as she shook and shuddered. Santa gave a loud grunt as I saw his balls begin to move with each spurt of hot cum he emptied into her young cunt. Kerri had tears in her eyes as she shook through a series of small orgasms as Santa emptied himself of his slimy load deep into her pussy. Jake pulled his finger from her ass causing her to climax again.

Kerri finally flopped over like a rag doll as cum leaked out of her hole. Jake asked me if I wanted to clean her pussy up before I took my turn. I crawled over to where Kerri was lying and buried my face in her sloppy cunt. I ran my tongue over her slit and clit licking up all of Santa's salty cum. She grabbed my head beginning to moan again as I sucked her cunt clean of Santa's hot load. I sucked her clit in my mouth and that sent her over the edge one more time. She shook and shuddered hard before she released my head from between her legs.

Kerri and Santa were well satisfied but Jake and I were not. I was soaking wet between my legs from watching the hot action that just took place. I asked Santa if he was ready to do it to me and he told me that he didn't think he would be ready for a while. Jake said that he would be glad to do it.

I looked at his massive cock and told him that I didn't think that I could get that in me. He told me to do it just like Kerri and then I could control everything. He promised not to put in more than I could handle. He told that all I had to do was tell him to stop and he would. Jake told Henry and Kerri to move to the chairs so we could use the bed.

Jake lay on his back and told me to climb on top of him. I quickly got on top of him as I lowered myself down on his waist. He asked me if he could taste my pussy first, so I swung my body around so my cunt was over his face. I felt his tongue lick my wet slit and pussy hole.

I looked at the hunk of cock that was before my eyes. I grabbed his cock with my hands and began to lick all around the head of it. Jake sucked on my clit making me pour out pussy juice like crazy. I could hear him slurping up my sweet nectar. I moved my mouth farther down on his massive cock. I felt the head of his cock pushing into my throat. I swallowed hard to allow his cock into my young throat. I could feel the coarseness of his pubic hair against my nose as my throat stretched out around his big hard cock.

"Turn around now Beth, I want to feel your pussy on my cock" he told me.

I slowly let his cock slip from my lips. I turned around sitting on his crotch. I could feel his hard cock resting against my pubes. He grabbed me by my hips positioning me over his cock so his huge hunk of meat was nestled between my wet cunt slit. He told me to slide up and down on the length of his cock.

I moved forward and then backward feeling his cock rubbing my hole and hitting my hard clit. I shuddered every time his cock touched my sensitive clit. I began sliding along his length faster and faster as I began to feel real good. His cock was soaked with my juices as I slid along his 8 inch cock.

Jake reached down and took hold of his cock placing the head of it against my tight cunt hole. He told me to push back on his cock slowly so I could get use to the feeling of his meat inside of me. I must have looked scared because Jake told me that everything would be okay and to just take it nice and slow.

I looked into his eyes and saw a very loving man who I knew that I could trust not to hurt me. I pushed back on his cock and felt it spreading my cunt lips wide apart as it started to slide into my hot cunt.

"I-it's to big!" I cried out as my cunt opened wide. "AAAWWWWWW!" I sighed when his cock head popped past my tight vaginal ring and slipped into my cunt.

I held very still not moving a muscle as my pussy adjusted to his large cock. Jake reached up and played with my tits and nipples as I trembled from the pleasure. It wasn't long before I felt an itch deep in my cunt that needed to be scratched. I pushed a little harder against his cock and felt another inch slide into my hot wet hole.

I was panting like a dog in heat as my pussy stretched to accommodate his cock. I bent down and kissed Jake hard on his lips as my pussy was contracting on his cock. I began to shake and shudder as a huge orgasm hit me hard. I gushed out my pussy juice as Jake held perfectly still inside of my cunt. I only had his cock head and about an inch of his cock inside of me and I was cumming like crazy.

Jake sucked my tongue in his mouth as I shuddered through my orgasm. He hadn't cum yet and he wasn't moving so I just laid there on his chest catching my breath. Suddenly I felt a tongue running up my butt crack. I turned my head to see Santa with his face buried in my ass. The feeling of his tongue on my ass made me buck back toward him causing another inch of Jake's cock to slide into my cunt.

Santa's tongue was licking all around my puckered brown hole causing me to buck back which in turn made more of Jake's cock slip into me. I was shaking uncontrollably as I pushed back hard sinking all the way down Jake's hard cock. I groaned as I felt his cock force its way into my cervix. I looked down and saw my stomach bulging out from the size of his cock. I slowly started to move back and forth on his hard cock.

"Oh Jake, it feels so good!" I cried out. "Santa put your tongue in me!" I moaned as Santa's tongue worked its way inside of my ass hole.

I was beginning to rock back and forth faster as the good feelings began to grow stronger. Jake grabbed me around my waist and sat me up on his cock making it go a little deeper into me. Santa pulled his tongue from my ass and began to work a finger up my rear hole. I was going into overload as they both worked on my holes. Kerri moved to the bed and began to pull and pinch my nipples. I began to shake again.

"Jesus, I'm cumming again! Good God I'm cumming again!!" I shouted as I slammed my pussy down on Jake's cock. Santa had his finger deep in my ass as I shook hard from my second orgasm.

Kerri twisted my nipple as Jake began to pump his cock in me again. I was crying from the overwhelming feeling of pleasure I was receiving. Santa pulled his finger from my ass and bent my over so my ass was exposed more. The next thing I knew I felt his hard cock pressing against my tight rosebud. I held my breath as he pushed steadily against my butt hole.

Suddenly I felt the head of his cock slip into my rectum. I held still on Jake's cock as Santa slide further into my ass. It wasn't long before I had Santa's full 6 inches buried in my ass and Jake's 8 inches deep in my cunt. Kerri was still pinching my nipples as the two men began to pump their cocks in and out of my holes.

"YEAH! Harder! Push harder! Oh please push harder!" I begged them. "Yeah, deeper push it in deeper!!" I screamed as they pounded their cocks into my holes.

Jake would push in as Santa pulled out, then they would reverse it and begin all over. My pussy was gushing out juice around Jake's pounding cock. I screamed out over and over from orgasm number three. They didn't stop, they just kept pounding their cocks into my holes.

Jake was the fist to announce that he was getting close to shooting his load. Santa said he was close finishing also. I slammed my butt back at Santa trying to get his cock deep in my ass as Jake pushed his massive cock as far as he could into my cunt. I was panting heavily as orgasm number four was approaching. My ass was going so fast it was almost a blur.

"Oh fuck I'm cumming!" Jake yelled.

"Shit! Me too!" Santa moaned.

I ground my cunt down on Jake's cock as he began to empty his balls in me. "OH GOD! I'm cumming again!" I shouted as I felt both of them shooting their hot cum deep into both of my holes.

That was the last thing I remembered as everything went black. I don't know how long I was out but when I came back to reality, Jake and Santa were sitting on a chair watching Kerri lick my cunt clean. I woke to the feeling of Kerri's tongue deep inside of my cunt lapping up all of Jake's slimy cum. I pushed her head away because it was so sensitive. She looked at me and asked how it felt to have two cocks in me at once. I told her that there was no feeling like it. She said she couldn't wait until she could try it.

Santa said that he was done for the day because he didn't think he could get hard again, Jake said that he wanted to empty his balls one more time and asked Kerri if she was up to sucking his cock. Kerri quickly said yes and knelt down in front of Jake. She grabbed his cock in her hands and brought it to her lips. She opened her mouth wide taking his huge cock head into her mouth. I watched as her tongue worked its way around the massive head.

Kerri slowly began to sink her mouth down over his shaft. I watched as she tried to get him into her throat. I could see the tears forming at the corners of her eyes as she struggled to get his cock in her throat. I could see her throat bulge out as his cock head popped into her throat. Jake took hold of her head and pulled it down sinking his cock all the way down her throat. She bobbed her head up and down slightly until she had to pull back to breath.

Kerri ran her tongue around his cock head and bobbed her head rapidly on his shaft. I wasn't long before Jake began to moan and squirm on the bed. Kerri reached down fondling his heavy balls. She moved her fingers lower and pushed it against his ass hole.

Jake draped his legs over the arms of the chair so she could insert her finger up his ass. His hips began to jerk as she swallowed his cock down her throat once again. Her finger sunk all the way up his ass hole and was now plunging in and out of the dark hole non stop.

"Oh don't stop sweetheart! I'm going to cum soon. Kerri let me cum down your throat honey. Please let me shoot down your throat!" he begged her.

I watched as his hips began to spasm and buck up towards her mouth. He grabbed her by the head and pushed her face hard down on his cock as he grunted loudly.

I watched as Kerri's throat bulged out from his huge cock. I could see her throat muscles working to swallow his hot sticky load as he pumped her full of cum. She pulled back letting just his head in her mouth when he pumped another massive load into her mouth. I watched in awe as cum squirted out of her nose and around the shaft of his cock.

Kerri began to cough and choke as she tried to catch her breath. He pulled all the way out and sprayed her face and neck with the remainder of his sticky load of cum. When Kerri got her breath back she took his cock in her mouth and cleaned it of all the cum.

Kerri and I dressed in silence as Santa and his helper watched us. We thanked them for showing us such a good time. Kerri told them that she would never look at a Santa and his helper the same again. I agreed with her and kissed each of them as we headed for the door to the motor home.

"If you have any other wishes on your Christmas list just let us know," Henry (aka) Santa told us as we walked out the door.

Kerri and I walked home through the woods talking about how we felt. I told her that I thought I died when Jake and Henry had their dicks in each of my holes. Kerri said that she was jealous because that was one thing she hadn't experienced yet. I told her that she should put that on her Christmas list and go see Santa.

END


Comments

  • Anonymous said:
    1 year ago
    I love this story
  • Anonymous said:
    2 years ago
    God I wish I had hot 13 yr old pussy. Well I can easily get it cause my ex of 13 will give it if I asked lol
  • Anonymous said:
    2 years ago
    Fabulous story. Always love the Santa theme. Think I'll put on some weight, buy a red suit, and practice ho-ho-ho.
  • Anonymous said:
    2 years ago
    i love 12 and 13 year old pussy!!!!!!!
  • Anonymous said:
    2 years ago
    Young pussy is the best..... I love it
  • Anonymous said:
    3 years ago
    Very hot story