Surprised that she'd want to (but not shocked; I had some idea of how much kids knew about sex), I just got myself straightened out next to her after we'd shared a couple of lengthy and passionate kisses. With me in position, all that was left was for Carol to get herself situated – something that took only a few moments, even when I had to help guide her leg so that she didn't knee me in the head.
Once we were in the classic '69' position, I got my first real look at the area where my hand had so recently been. As my fingertips had told me, her labia were medium-thin and soft. Slightly dark with her arousal, they were distinctly smaller and shorter than Ellens, and looked particularly tender and tasty to me. The area between them was glistening from the way my finger had been between them when I'd collected her juices, but they weren't parted enough for me to see the opening behind them. At the top of her slit, I could see her erect clitoris was about the size of a small bean, and still shiny. My first considered action was to ease the tip of my tongue between her folds and gather a sample of her essence. With the first touch of it on my tongue, I knew that I was going to enjoy what I was about to do to her: her oils were thin and light, fresh, and somehow sweet; I was looking forward to feasting on them. Then I took the opportunity to get my hands on the rounded globes of her ass, and was glad I did; they were incredibly firm, warm, and smooth. I simply had to run my hands back and forth on them, giving them occasional squeezes for quite some time.
When I resumed running my tongue between her labia, I felt Carol make her first tentative touch on my penis. I could feel as she moved it around so she could apparently look at it from all angles – including end-on, when she lifted it up. She then spent a little time checking out my balls, hefting them in her hand and (thankfully!) carefully testing their size and density. Satisfied with what she'd learned about them, she went back to checking out my cock; I had to figure she really was interested in the sciences (particularly engineering) when she felt she had to test its compression and stretching capabilities, as well as flexibility and structural characteristics. As she continued to manipulate me, I could feel myself begin to respond to her attentions. I knew she'd noticed the changes in me when she began deliberately stroking me with her hand; she kept at it until she'd gotten me about half-hard.
While she'd had her hand on me, I'd been content with collecting as much of her essence as I could on my tongue; but when she started deliberately trying to get me harder, I was glad to start trying to increase her arousal, too. I started by taking each of her labia between my lips and gently pulling on them; then moved on to softly teasing her clit with the tip of my tongue. It didn't take much of that before I noticed an increase in the amount of fluid leaking out of her vagina, and I put her clitoris on hold long enough to reacquaint my taste buds with her flavor. Having gotten such a favorable (from my perspective, anyway) response to what I'd been doing, I expanded my efforts at her clitoris by adding a little more pressure and "twiddling" it – something that earned me a deep groan as she pressed her pelvis down onto my lips.
It also seemed to be all the reason she needed to begin using her mouth on ME: when her first hesitant touch of her lips to the head of my cock didn't cause them to burst into flame, and the first brief taste of it wasn't cause for projectile vomiting, she carefully took the head into her mouth. Once she'd gotten that far, though, she seemed uncertain what to do. It took a bit before she apparently thought of trying to see if she could take what I was doing, and apply it to me. When she did, though, the wait was well worth it: she didn't seem to be the slightest bit reluctant to at least try pretty much anything, or if she couldn't do it differently. And when she began to get the kind of reaction she wanted, she'd keep at it until she figured she'd gotten it right. She was an enthusiastic and eager pupil, and I was damn lucky to be her teacher. Her initial progress was a bit slow, but progressed rapidly as she learned. As far as I was concerned, even her "mistakes" felt pretty good; so I didn't have any reason to stop what I was doing to correct her. Nor did I ever have cause to offer any kind of "suggestions" – she seemed to know that teeth weren't appropriate, and that judicious use of her saliva helped.
Still a considerable distance and time from being able to climax again, I was free to enjoy the hell out of her efforts even as I was deliberately getting her more excited, too. I was half-afraid she was going to smother me when she squealed through her nose and arched her pelvis down after I first tried to see if I could eel the tip of my tongue into her; when I put my mouth over her opening and tried to suck more of her juices out, she got the idea of trying to do the same thing to me – and damn near succeeded, just from the suction she managed to apply. For my part, I was happy to split my time between greedily licking up the juices she was presenting me with, and stimulating her into producing more of them: using my tongue to toy with her clitoris in various ways, putting my mouth over it and "milking" it with my lips or softly sucking on it (a delight when she mirrored my actions!), trying to see if I couldn't lick her labia completely clean of her oils, and so on. It was a contest that neither of us was losing, and both of us enjoyed.
I was perfectly willing to keep going as long as she was, and felt a mild disappointment when she finally let my erect cock slip from between her lips. That disappointment was quickly replaced with anticipation when I heard her tell me "I… I'm ready, Jim. I want to feel you IN me, now…"
When I pulled my face back from her mons, Carol lifted her leg so that she could turn and sit on her cute little butt, facing me. I sat up, and when we were close enough, I told her "That's fine, dear." I didn't realize I'd used the endearment until I saw the sudden smile on her face; I just smiled back before I told her "The easiest way would probably be if I stayed on my back, and you were over me so that you were the one that was in charge of how I get into you. If I'm the one on top, then it's all up to me. I'm fine with either one – I just want you to do whatever would make you the most relaxed and comfortable."
She considered it for only a moment before she asked "I'm not afraid or anything, but I'm not sure I could actually make it happen – you know, when we got to that part, if I was on top of you. But I don't want to put all this on you, either, by making you be on top of me. Is… is there any reason that I shouldn't be on my hands and knees, and you behind me? When… when I saw that movie, that was the way that looked like it felt the best, to me."
When she suggested it, I realized that there really wasn't any reason she couldn't be deflowered that way, if that was what she wanted. I even suspected that it would make it would make it marginally easier for her, since she'd said that dog-style appealed to her (and thus make her more receptive [no pun intended] to what was happening).
"Absolutely no reason at all, if that's what you want", I told her. Pleased, she leaned forward with the obvious intention of kissing me – and I welcomed the touch of her lips on mine. As it progressed, I put my hand on her hip; but when I felt her make a slight movement, did as she wanted and moved it to her breast. While I softly caressed her young mammary and gently teased her nipple, we opened our mouths and let our tongues meet and start to play again. When our lips finally separated, I could see in her eyes that she was more than ready to take the final step toward becoming a woman. Looking into her face, I told her "Carol, I'm not going to stop unless you tell me to. But I love you, and don't want to hurt you, either, so tell me if you need me to slow down or wait or do anything else that would make it easier for you. Okay?"
Pleased and reassured by what I said, she didn't hesitate to tell me "I will, Jim… honest."