Stacy had been our babysitter for a couple of years now and always did a good job. She was sitting for our daughter while I took my wife to the airport, to leave on a one week business trip. Stacy would spend the week at our house, watching our daughter while I was away at work and spending the night so she could be there in the morning to take care of her. When I got back from the airport I found Stacy asleep on the couch with the tv on. She was curled up on the cushions and the short skirt she was wearing had creeped up over her buttocks. She had a beautiful, small ass covered in a tiny pair of sheer panties. The glow from the set was bright enough that I could see the crack of her ass and a small patch of dark hair between her legs. I knew I shouldn't have been looking, but I couldn't turn my eyes away. Stacy had long, slim legs and from what I could see a cute little butt. I caught myself thinking about what it would be like to have sex with her. Stacy stirred and woke up, catching me looking at her, "Oh, hi Mr. Franks, I'm sorry I must have dozed off." "No problem Stacy, I just got home anyway.....why don't we get ready for bed, I mean, uh why don't you get ready to go to your room, and I'll get ready to go to mine." I knew I was sporting a hard on, I just hoped Stacy didn't notice as I headed upstairs. "Why don't you go ahead and shower, I'm going to check on Sarah" I told her. I heard the water in the shower running when I came out of my daughters room, and I heard Stacy calling for me. I poked my head in the door and asked what she wanted. "Would you hand me the shampoo please, I forgot to grab it" I stepped into the bathroom. I could see Stacy's outline behind the glass shower doors. She was washing her breasts, using both hands to rub soapy water over each one. "Here ya go" I said, and she opened the door slightly to reach out with one arm. As she did she pressed her chest against the glass and I could see her breasts very clearly. She had big tits for a girl her age, and her nipples were surrounded by dark pink circles. She didn't seem to care that I could see her this way and smiled and thanked me. I watched for a few more seconds as she reached up over her head to shampoo her hair....."let me know if there's anything else you want" I called as I left the bathroom. I headed for my bedroom and pulled my pants off quickly, my cock was straining to be let loose. It stood straight up and definitely needed attention. I laid down on the bed and began to jack off slowly thinking about the hot little body I'd just seen in the shower. I had barely started when the door opened and Stacy stepped into my room holding a towel to her chest. "Did I do that to you?" Stacy purred with a wicked smile on her face, as she walked to the bed. Before I could answer she let the towel drop and sat on the edge of the bed. Her breasts were still wet from the shower and drops of water hung from her nipples, the cold air made them hard as little pebbles. The dark patch of hair between her legs covered a beautiful little pussy still damp from the shower too. Stacy got up on the bed and knelt between my legs, she took my cock in her hand and began to stroke me up and down, I must admit I was shocked, but didn't try to stop her. "You have a much bigger dick than my dad" "oh I never did this with him, but I saw him with my mom once" Stacy continued to pump my cock with her hand but now she bent down and took the head of my dick in her lips. Her hair fell along the sides of her face and rubbed against my thighs as she started to take my cock into her mouth slowly. She actually took all 8 inches of my meat into her mouth and rolled her tongue all around it as she pulled her head back. She looked up at me and smiled "should I keep going?" "Oh yes honey don't stop now" Stacy's tits hung down and rubbed against my thighs as her warm mouth closed on my cock, her head bobbed up and down on the length of my shaft, her saliva making it wet and slippery so that her mouth slid easily up and down. She moaned softly as she sucked my dick, her hands stroking my cock and fondling my balls in her palm. I held her head in place and moved my hips up and down to give her face a good fucking, I could feel the cum building up in my balls. "I'm going to cum Stacy, do you want me to do it in your mouth?", she looked up at me and smiled and gave my balls a squeeze which started me cumming. The first shot hit the back of her throat, and she gagged a little but kept sucking and swallowing as best she could. I came over and over filling her mouth, she took as much as she could and then pulled her head away, my cock continued to squirt cum on my belly as she licked her lips and swallowed what she had in her mouth. "I didn't know there would be that much" she grinned, and then leaned over my stomach to lick the rest of the cum off my skin and lick my balls and dick clean. When she had finished licking all the cum off my belly and balls she crawled up over me, her legs straddling my groin. She lay down on top of me, her tits pressed into my chest, my cock touching the outer lips of her hot little cunt. She started to kiss me like a woman would, her tongue slipping into my mouth and finding my tongue, her lips soft against mine, her body moving itself along my chest. She slid down just enough for my dick to enter her, I heard her moan just a little as the tip of my hard cock slipped past her tight pussy lips. "I never did this with a man before" she whispered, "my boyfriends dick is little compared to yours " I reached down and grabbed her ass cheeks, pushing her onto me and pulling them apart at the same time so my cock could fill her cunt. I could feel her pussy hair against my balls now, she had taken all I had to give, "ride me up and down now Stacy, let your cunt slide up and down my cock." Stacy sat up and began slowly rising and falling on my swollen dick, I could feel her cunt getting slicker and wetter, I reached up and began to play with her perfect little tits. They were firm and her nipples were hard little pebbles in my fingers, each time I let my palm brush against them she cried out my name and forced herself down harder on my cum filled cock. After a few minutes I knew I was ready to cum but I wanted Stacy to enjoy this, "no matter what happens I want you to keep going" I told her. I reached down between her legs and began fingering her clit, it was sticky and wet with her juices and slid from my fingers each time I reached for it, Stacy began taking small short breaths as she neared her first orgasm. I pounded my cock into her, her tits bounced with every stroke and she had a huge smile on her lips, with her eyes closed she begged me "god, don't stop, keep fucking me all night, I want your cock in me, it feels so good" I shot a load of cum deep inside her and she started to orgasm, her pussy tightening around my dick, holding it in her, her juices flowing around it covering my balls with cunt juice. Stacy kept bouncing until my dick was dry, her pussy walls throbbed with excitement and she shivered from her contractions. She collapsed on me once again burying her head in my shoulder, my cock and her pussy still pumping each other, and we fell asleep that way.