Ms. Davis walked with a sway as she made her way over to Pete, the lonely 12 year old.
“The younger ones are the most scrumptious~” she thought to herself.
Riley held tight to the mature woman’s hair, struggling to keep himself up. He wasn’t sure what she was doing, but he didn’t want to let go and fall. Riley was along for the ride.
Ms. Davis walked right up to the little boy.
“Well hello there,” she greeted him.
“Uh, h-hi,” Pete said.
“What’s your name, sweetie?”
“Uh… I’m P-Pete.”
“What you doing all by yourself, Pete?” Ms. Davis asked as she slowly sat down next to him.
“M-My sister brought me here because no one could look after me,” he said, “but I don’t know where she went. She found her boyfriend and said she’d be right back, but that was… an hour ago, I think?”
“Aww sweetie, your sister is just off having sex,” the woman said, placing her arm around him.
“She’s having w-what?” Pete asked.
“You know, sex,” Ms. Davis replied, “where two people get naked and fuck.”
“You said a bad word,” Pete whispered.
Ms. Davis giggled as she pulled him close.
“My, you are a sheltered one,” she said, licking her lips.
Riley was watching the whole thing. He knew Pete from school. He was quite an innocent kid. He didn’t curse, his parents locked websites on his computer, he didn’t even have a phone.
“You don’t even know what sex is, Pete?” Ms. Davis asked him.
The young boy shook his head.
“Well~”
Ms. Davis moved her free hand down Pete’s little chest, and onto his crotch. She gently rubbed in between his legs. The boy squeezed his legs together and whimpered.
“It’s when a boy puts this, inside a girl,” Ms. Davis said.
“Th-that’s my p-privates,” he whimpered.
“It’s called a penis. You can also call it a dick, or a cock. A boy sticks this inside of a girl, or sometimes another boy, and they both feel good.”
Ms. Davis gently squeezed Pete’s little crotch. The little boy whimpered in both confusion, but unknown pleasure. The mature woman bit her lip.
Riley meanwhile saw what she was doing. And while he didn’t want to admit it, but he wished he was in Pete’s position.
Ms. Davis gently squeezed and jiggled Pete’s bulge. The boy whimpered more and more.
“Do you… like that?” the woman whispered to the boy.
Pete hesitated, but he nodded.
“Would you like me to show you how to have sex… Petey?”
Ms. Davis leaned in and slithered her tongue into the boy’s ear, slurping away for a few seconds. When she pulled away, Pete looked at her and nodded again.
Ms. Davis stood and took the little boy by the hand.
Riley held tight to her hair as the woman began walking again.
Ms. Davis led Pete to a bedroom she found, no one in sight, though the sheets indicated some one else had had some fun previously. The mature woman brought the little boy inside and locked the door behind her.
Riley held on to Ms. Davis’s hair tight, though he did feel his grip slipping. The shrunken boy watched on as the old woman seduced the young boy.
“Now Pete,” she said, “in order for us to have fun, you’re gonna have to… get naked.”
Pete blushed.
“N-naked?”
Ms. Davis nodded.
“I’ll get naked too, but first, you~”
Pete looked down shyly, but obliged. He began by removing his shirt. Ms. Davis bit her lip, watching the young boy reveal his smooth body.
Pete then took off his jeans, then paused. Ms. Davis giggled.
“Don’t be shy~”
Pete swallowed a lump in his throat, then dropped his underwear, revealing his little dick.
“Awwww such a cute little cock~”
Ms. Davis walked up to the now naked boy and leaned down.
“Good boy~”
She leaned in and licked his cheek, slowly.
“My turn,” the mature woman said.
Riley blushed deep, realizing he was about to see this sexy, 60-something year old woman naked.
Ms. Davis unbuttoned her shirt, then removed it, revealing her massive tits. Even if Riley wasn’t shrunk, her boobs were still big.
Pete’s jaw dropped as Ms. Davis threw her shirt aside and giggled. She then proceeded to unbutton her jeans, dropping them, revealing no panties underneath.
“Come here,” said the naked teacher as she backed up to the bed.
As Pete got closer, she dropped herself in the bed, bouncing greatly.
Riley, unprepared for the drop, lost his grip on the woman’s strand of hair and fell. The shrunken boy let out a quick scream as he entered free fall. Closing his eyes, he prepared for his demise. Fortunately, the shrunken boy landed on something soft.
“I-I’m alive?” Riley said.
He opened his eyes and saw that now he was on-
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