Staying with the caring older man upstairs?


I live in an upstairs apartment in a two family home. My landlord is a nice older lady. We get along well. I help her shop, run errands and do little repairs and maintenance around the house.

I was watching TV late one afternoon when I heard frantic knocking on my door. A young girl, I'm guessing a preteen, was standing there. She was dressed in a long night shirt with socks. She said her grandmother was ill and she had called 911, could I help?

We rushed into the living room where her grandmother was on the floor. She looked very pale and was having trouble breathing. Just then the ambulance arrived.

I ran up and got a coat while her granddaughter stayed with the medics. When I got back they said she was having respiratory problems they were giving her oxygen and putting her on a gurney. Her granddaughter grabbed a coat and followed.

I followed the ambulance in my car with her sitting next to me on the seat. I had remembered her name, Cat, short for Cathy. Cat sat Indian style on the seat, her coat hanging open and her legs showing past her knees. I looked over twice. Even at a time like this I had to look.

Arriving at the hospital we followed the medics into the ER. After a short time we were called in. The ER Doc said she would be staying overnight while test were done and possibly the next night as well depending on what they found. Rose waved me over with Cat. She lifted her oxygen mask and asked me if I would watch Cat and to call Cat's mother who was on a cruise. I assured her I would. After a few hours the nurses said we should go home and that they would call if anything changed.

On the way home Cat sat with her back against the door and her legs drawn up in front of her. I was getting a better view than before. She was watching the road as I was trying to see her. As we went under a street light she would be lit up. She had long thin legs just starting to shape up. Cat was wearing skimpy yellow panties where I could see the small bulge of her young pussy hiding. I looking over as often as I could.

Cat had visited a few times before usually staying overnight with her mother. They lived a couple hours away. She was a cute kid, her mother was divorced and a good looking woman. We were not strangers, we had met several times.

When we got home I let Cat into the house and took out my cell phone. “Cat, what is your mother's number” ? It went directly to voicemail. Seeing that it was late I said “we will try again in the morning and if we can't get to her I will call the cruise line and they will have her call us. I told her goodnight and that I would leave the door open in case the hospital called and she needed me”.

After a little more TV I went to bed. Some time later I felt the bed move. “I can't sleep and I won't be able to down there”. “Can I sleep with you?”

“Why don't you sleep on the couch? I'll get a sheet and blanket. “

“No,I need to be with someone I'm scared”

“Ok” I moved over patted the cover down between us and let Cat get in. What was I thinking? I don't know I was so tired, it had been a rough evening. I was 61, I was exhausted.

Sometime during the night I was awakened when I felt Cat's leg over my stomach. I had rolled over on my back and Cat was right next to me. Her arm on my chest. Now fully awake, I realized that her knee was on my chest and her leg was resting on my groin! I felt that familiar twinge and my cock got that warm feeling that I had not felt in a few years.

Don't get me wrong. As a widower I have had my flings with the widows, divorced and even a single mom or two. I was available as they say.

However, this was a young teen, and in my bed! My mind was all over the place. Every man has had this dream/wish. It was happening now, in my bed. I lay still listening to her breathing. Every so often she would move slightly, her leg would rub against my cock. All my attention was on her leg and my prick, waiting for the next move. When she moved next her leg pressed a little harder on my stomach and I realized her thigh had touched my hand. Curling my fingers I felt her soft skin. I couldn't see where my fingers were touching, but it was so soft and smooth. With feathery like strokes my fingers wandered a few inches up and down her thigh. My manhood inflated some and that warm feeling became more intense. Cat moved again, this time causing her leg further over my body. Her leg dragged over my now semi hard penis, my hand was trapped against the soft junction of her thighs. My thumb felt her panties and the warmth emanating from her covered vaginal area. On moving my thumb I felt a bump a dip and then another bump. I was feeling this child's vaginal lips. Cat's hand moved from my chest to my stomach and her leg now rested on my hardening cock.

I lay still for time thinking about my actions. What was I getting into, how could this be passed up, what would I say if Cat woke up, should I continue? Using the wrong head for my decision making I thought it could be explained away by saying I was asleep like she was.

I moved my thumb back and forth very lightly over her soft vaginal lips. By turning my wrist my thumb was able to move up and down the crease between the puffy lips. They now seemed to be a little firmer. Maybe it was my imagination but her leg seemed to pushing down on my cock, (which would have been fully erect if I was not so scared of what might happen if Cat woke up). As my thumb explored her vaginal area, I realized her lips were getting warmer and firmer. My thumb found the elastic band at the edge of her panties and found its way under. Her panties were loose enough for my thumb to glide back over her smooth downey lips. I could feel the heat and as I felt the cleft between her lips some moisture. Cat seemed to deeply inhale for a moment, I froze.

After a few moments she shifted position. Her leg was now straight on top of mine with her knee on my cock. My hand was now cupping her entire small vaginal area. When she stopped moving, I curled my middle finger and it went right up the length of her slit. There was some moisture but not much. The next time with a little more pressure my finger went in further and I could feel the heat and how wet her insides were. After a few more times my finger was soaking. When it got to the top of her slit Cat pushed down on my hand. Again I froze.

A few seconds later she moved her hand so it lay on her leg next to my cock. With a finger on each side of her vaginal lips I could pull them apart a little as my middle finger slid up the center. When it reached the apex it traveled over her little bump. As it did Cat twitched and her hand slid off her leg onto my cock. I froze, but my cock twitched and her hand squeezed. I tried lying still, with her hand holding my cock it was impossible. My hand and fingers were moving up and down her almost hairless pussy. I was exerting a little more pressure and my finger was sliding deeper into her wet vagina, with each stroke she flinched. When I reached her hymen she shivered, when it rubbed over her tiny clit she would press into my hand. Each time that happened Cat would squeeze or slide her hand down and back up my cock. I thought I would cum in my shorts.

Rolling onto my side caused her hand to fall off my cock and Cat to roll onto her back. Now my left hand was free and Cat was more available for my groping. My cock was now at attention. My hand covered the area between her legs and I could feel her trembling. My fingers moved under the elastic and the middle finger slid into her small slit. With my thumb I pressed on her tiny clit and rubbed it. In just a few seconds she clamped her feet together, pressed my hands down onto her, inhaled deeply and then convulsed for four or five seconds. Rolling onto her stomach she lay still. I waited a little and went to the bathroom and with just two strokes I shot my load into the sink. Even my first time with with a girl I had not been this worked up. It took several minutes before I could return to the bed.


The next morning I got up leaving Cat sleeping. After the coffee was made Cat walked in wearing her night shirt. She stretched raising the shirt at the same time letting me see that she was not wearing her panties. Holding them up she asked if she could wash them in the sink. “somehow they got wet last night”.

After eating we got a call from her mother that she was at sea and not making port for three days. We called the hospital and learned that her grandmother would be in the hospital for another day or two and then in rehab for at least a week. I offered to watch Cat.

While watching the morning news shows I sat on the couch while Cat sat in a big armchair. She was quiet and pensive, she kept looking over at me. A half hour later she stood up and came over to me.

“I'm scared, can I sit with you“?

“Sure kid, come sit” I said while patting the seat next to me. Cat walked over but instead of sitting next to me she straddled my lap with hers knees next to my hips, her sex on top of my cock. Her panties were still drying so I knew she wasn't wearing them. My penis hardened as she hugged me and pressed against me. The nylon sweat shorts I was wearing let my cock feel the heat of her young sex.

“Cat, sit next to me this isn't proper”.

“Just let me sit, hold me”

I tried thinking of math problems anything to keep my mind off the hardening of my penis. Nothing worked. My cock was getting rock hard and laying straight against my stomach with her little vaginal folds pressing on my cock. Instead of pushing her off, I held her against me.

“I was scared last night, I had a weird dream, it felt really strange but good. I never felt that way before. In my dream you held me and rubbed me till I fell asleep”. “Will you do that to me again, it made me feel real good”.

I tried playing it cool, not giving myself away.

“In your dream, what did I do? “

“I'm not sure, you touched me here”

Cat showed me by putting her hand between her legs and on my cock.

“I think I felt this to. Is that your thingy? “ “It was soft then it got hard in my dream as you rubbed me”.

“What did you do while this was happening?”

“It felt so good I couldn’t move, I just lay there and let it happen. And then I started shaking and I fell asleep. Please do it again, it felt so good,I wasn't scared”.

“it was a dream honey, your dream. You're going to have to show me what you think I did.”

Cat sat up and took my hand. She raised her shirt and put my hand on her vagina. She took one of my fingers and put it between her lips rubbing it up and down, back and forth. “I think I was holding your thing while you rubbed me”. “Can I?” Before I could answer she grabbed onto my cock and started pulling it. The tip popped up through my waistband. Cat pulled the waistband down further to see my cock.

“I never saw one before, I want to see it”.

Again, I started thinking with the wrong head.

Cat, take off your shirt and I'll take my pants off, then you show me what happened in your dream. And I'll show you how it can feel even better. “

I pulled my t-shirt off and slid my pants off while Cat pulled her night shirt over her head. Her gaze never left my cock. “I'll let you touch it in a little while, first I want you to show me what happened in your dream”.

“The first thing I remember is me on my back and you holding me down here , then you moved your fingers in me a little and it felt funny and then it felt like, like watching your ice cream cone being made. You just can't wait for it, you just want it”. “Your finger got all squishy inside and went in a little, then it went up to the top and it rubbed a little and it felt like I got a shock, like when you touch something in the winter”. “I felt warm all over. Then I woke up this morning. Can you do what was in my dream”. “Why did I dream that? Is it bad? “

“No Cat, every girl has dreams or thoughts like you had, it's normal and part of growing up”. “Let me see if I can make you feel like it did in the dream”.

Leaning forward I licked her tiny nipple that topped a little cone shaped breast, then the other one. Going back to the first nipple I licked it again then sucked on it. Cat closed her eyes and tilted her head up. While continuing with her nipple my hand traveled down her side to her bent knees and then back up her thighs to her stomach. My fingertips brushed over stomach and then trailed down to her slightly raised mons. Shivering a little she leaned back pulling my lips away from her chest, giving me more access to her downy covered virginal center of her being. Lightly guiding my fingers on the outside of her soft lips, they traveled up and down. With a little more pressure her lips pulled apart. Starting at the spot between her two holes my middle finger slid up her slit, it was already open because of the way Cat was sitting with her legs spread on my lap. On the way down it collected some of her juices and slid up easily to the apex where her clitoris was hiding. Each time my finger came up it would circle the little bump.

Cat was squeezing my shoulders, holding on keeping herself steady. Cat was taking deep breaths and moving around on my lap. I let my finger dwell on her clit as I pulled on her little nipple. With a sharp intake of breath and Cat's knees squeezing my thighs, she collapsed against me. When I withdrew my hand to hold her, my fully erect cock snuggled right onto her wet slit. Cat shuddered against me and I ejaculated onto her stomach. That's how worked up I had been, she never even touched me!


After catching my breath I layed Cat over my legs with her head on the arm of the couch. I used my shirt to wipe her clean and then got a good look at her puffy little pussy. I grabbed her ankles and brought them up to her chest, her legs separated and her vagina opened fully for my perusal. I could see her hymen and her clit just peeking out of its hood. Carefully touching her hymen I collected some of the liquid that had pooled there, and moved it up to lubricate her little clit. One hand pulled up and spread her lips apart while my finger coached her clit out of it's protective hood. Flicking it caused Cat to jump and cry out, and then she relaxed again. I held her tight.

Soon Cat opened her eyes looked up at me with tears in her eyes.

“I, I never felt like that, it was really, really good, thank you”!

Cat sat up again and looked down between us. My penis had become flaccid, falling between my legs.

“Why is it so small,is it ok”?

“You can make it big again if you touch it”.

Cat poked my penis with a finger, then ran her finger down towards the tip which she couldn't see. Using two fingers Cat pulled it up. She moved it side to side looking at it. She poked the head, (If I had not just ejaculated I would have then) my cock jumped and Cat dropped it.

“What happened”?

“You did that honey, it's reacting to your touch. Touch it again, it's alright ”.

Picking it up with two fingers she examined it more closely.

“Use your hand to hold me, like this”.

I wrapped her small fingers around my cock. This time when it jumped she held on.

“Move your hand up and down”. Cat obliged, and again I was glad for my recent ejaculation.

“Look, it's getting hard”!

“Keep doing that honey, it feels good”

“Does it feel like I felt”?

“May be honey, don't know how you felt, but I'm sure it felt good”. “With men it's different. When it feels as good as it did with you, something squirts out the tip “.


“Just keep doing what you're doing”. Cat scooted back further on my lap so she could see better. I'm not large, but she could use both hands and still have room while massaging my cock. I was getting close, her small hand would rub the top of my cock with each stroke and I could not hold on much longer. “Honey, it's going to start squirting soon, don't stop and don't be afraid, just keep going until I stop you. Just as I finished speaking my cock erupted with more semen than I thought was possible for a second time in less than a half hour. I grabbed Cat's hand to stop her, “you did great honey, just let me hold you for a minute”. My cock twitched a few times then subsided.

I filled the bathtub for Cat and went into the stall shower. While drying ourselves Cat kept looking at my penis. Not saying anything about her interest I told her to go downstairs and get dressed. We were going to see her grandmother. After our visit we walked around town and had lunch.

When we returned home that afternoon Cat told me she did not want to sleep alone and wanted to sleep with me that night. Readily agreeing with her we went on to prepare dinner. After a movie from Netflix we prepared for bed. Cat came up after changing wearing a different night shirt. This one was a little snugger fitting and shorter. Her small budding breast were just noticeable through the thin fabric. I was in nylon gym shorts and undershirt, my usual sleepwear.

Cat stood in front of me with her hands on her hips. “You got to look at me a lot this morning, I did not get any time to look at you !” “That's not fair”

Thinking back to while we were drying after bathing, and the way Cat was stealing looks at me, I knew she was serious.

“OK, what do you want?”

“I want to see your thing again.”

“My thing? “

“I mean your penis, I want to see it and touch it again. “

Taking off my shorts and top, I sat on the couch against the arm with one leg on the floor and the other on the couch.

“Come, look all you want.”

Sitting with her knees, on the couch between my legs, Cat looked intently at my flaccid penis. Just as I was going to tell that she could touch it, she picked it up and gazed at my scrotum. Pointing and touching it.

“What is that?”

“That is my scrotum, testicles, or just balls, they are very delicate. It makes the stuff that came out this morning when you were holding me”.

With one hand holding my cock out of the way she softly held and rolled my balls around with the other. Cat pulled them gently. My sack tightened and she couldn't feel them any more. Shifting her attention to holding and moving my cock from side to side. I was getting stiffer from her actions and Cat watched intently. Encircling my cock she started to pull the skin up and down. Watching as it got stiffer, bigger and harder. Using both hands she continued. Once her thumb rubbed the head and my hips moved. Cat noticed and did it some more. Seeing how it affected me she put her palm on the head and rubbed it while continuing to move the other hand up and down. I was going to blow any second. Trying not to react I let her continue. Then it happened. The first stream hit her hand which she pulled away quickly causing the rest to shoot onto her face and then night shirt as she pushed me down.

“Wow, I did that? “ As she wiped her face with her sleeve.

It took a while before I could answer. “it was all you honey. “

Cat licked her lips where her sleeve had left a little cum. “Taste funny,

can I do it again? “

While she watched my cock deflate, I explained that it took time and maybe she could later.

“Ok, now you make me feel like that”


Pulling a chair next to the couch I placed Cat on the cushioned arm. I leaned her against the back of the couch with one leg hanging and one foot on the seat. Reaching over to spread her legs I looked at Cat she had a big smile on her face.

“I can't wait to you make me feel so good again, when you touch me with your fingers it makes me feel like it's all tingly in my belly”

“This time no fingers, you're going to feel the same or better, but no fingers”.

“I really like it when you touch me, please touch me”.

“I'll touch you but no fingers”. Cat looked at me not comprehending. Leaning forward I blew on the juncture between her legs. Cat shivered. Doing it again, her little pussy opened slightly, like an involuntary muscle spasm. Getting closer and exhaling my hot breath made her shiver. Alternating hot and cold caused her puffy little lips to darken slightly and puff up. Cat was leaning back with eyes closed. Her rosy lips were separating and moisture could be seen collecting at the bottom of her small swelling vaginal lips. Looking at this little girl open to me like this was almost too much. So docile, so willing. I licked the outside between her leg and pussy lip and then the other. Cat squirmed on the arm of the couch. Holding her at her waist to keep her from sliding off I continued licking around her swelling lips. Then up the middle several times lightly. Again with more pressure. Cat had to be held down, she was wiggling so much. Holding her ankles and lifting them over her head, presented her wide open now prominent pussy lips for my full attention. Sucking as much of her vulva into my mouth as possible I continued licking. Letting my tongue find her clit, I sucked it in and swirled my tongue around. Cat cried out and grabbed my arms. Not stopping, I continued sucking her swollen little vaginal lips. Cat stopped moving, it was to much for her. I picked her up and held her straddling my lap. When she revived, she held me for sometime, then started sliding up and down on my cock, which was sticking up between those swollen wet pussy lips. Believe me it did not take long before I exploding onto her stomach.

This time we showered together. I put a plastic step stool in the shower which raised her hips to about six inches below mine. We washed each other. Turning her around when we were both soaped up presented me with her little buns. Bending at the knees allowed my cock to slip between her legs. Holding her small hips, moving her forward and back, it was almost as if my cock was inside her. Cat held my cock gently as it came out between her legs letting it slide back and forth. The feeling was to much, I came again this time just an intense dry throbbing.

“Why isn't there any white stuff”? Cat asked.

I explained, then we finished washing and drying each other.

This went on for two more days until her mother called and told us she was catching a flight home. The next morning we picked her up at the airport and went to the hospital. Her mother asked if I would take Cat home while she conferred with the Doctors.

In the car home I told Cat that what we had done had to stay between us. She would probably be punished and I would go to jail if she ever told anyone. It was very important. Cat said “I kind of knew it was not right but I wanted to anyway”. “I think that dream never really happened”. “But it was a way to talk about things, my mother doesn't talk to me about stuff like that”.

Days later Cat's mother told me they were going to look for a place in Arizona or New Mexico to live with her mother. The dry weather their being better for her mother.

I did not think I would ever see Cat again, but I will never forget her.

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