That afternoon and evening our two moms, Lacy, her sister and I played cards and board games. We ordered pizza and chicken wings and had fun. The moms were drinking a good bit of wine while Lacy and I were stealing kisses and grabbing each other and fondling “Private places.” It was easier for me to flash her my wanger but she did manage to moon me a couple times. It turns out that even without breasts her n****** were sensitive to my groping and made her tingle “Down there.” Little sis had an 8 o’clock bedtime so she was out and I had some schoolwork to do on line even if there is no in person learning even going on now. Near 10 Lacy came to say goodnight and we had a nice, though short make out session feeling each other up and getting h****. She was getting pretty good at making out. She whispered that she was going to come to my room later. The ladies were pretty tipsy when I went to say goodnight closer to 11 and I could hear them bedding down shortly after. I got naked as soon as I heard them and read until minutes after 12 when my door opened slowly when Lacy came in grinning crazily and quickly closed the door behind her. I stopped her with a hand. She whispered “What?” “Strip!” I whispered back smiling. She was no longer nearly as shy. Smiling back at me she took off her sleepwear then her dark blue p******. She rubbed her flat chest pulling on her n****** then used both hands to rub her slit, and spread her bright pink p**** open. She turned, bent over and spread her plump, narrow buttocks. I threw back my blanket to stroke my already hard c***. She stepped up to my bedside and took my d*** over from me. Her fingers didn’t quite reach around my thick shaft. She fondled my balls for a second then climbed on to me and straddled my hips. I pulled her up so that her s** was right over my face. It looked s*** as hell and smelled awesome. I ate her and squoze her a** and n****** as she humped my face gently. She reached back to play with me. “Turn off the light.” She clicked off the bedside light leaving a gentle glow of a nightlight. She mewled like a kitten and came on my face 5 minutes later. Moving, she lay down to make out. We were pretty hot and heavy when I could again not believe that I was having s** with this little 80 pound 11 year old girl. I was only guessing her weight but it didn’t matter. At almost the same time she stopped kissing and said, “So let me try and give you a proper b*******.” And she moved down on the bed. It took her longer than was comfortable for her, while I was enjoying about every second of her sucking , stroking, licking and testical loving she was giving me. I’ve had much better but I had a good o***** and she did well swallowing and not gagging. It was her first real b****** so I told her that she was great but she needed more practice on me. She slapped me playfully as she moved up to kiss me and snuggle. I rubbed her off and came in her mouth gently face f****** her again before she left for the night. We kissed warmly and said “Sweet dreams.”