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How to Make OUT WITH Friends and INSEMINATE People	By : FairySlayer Category: +1 through F > Atomic Betty Views: 4793 -:- Recommendations : 0 -:- Currently Reading : 1
Disclaimer: I do not own or have any relationship with the show Atomic Betty. This is a parody work meant for adults only. I have not and will not receive any compensation for this story.

Chapter List
- 1-How to Make OUT WITH Friends and INSEMINATE People
- 1
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Atomic Betty stood in front of her captain's chair, wiping a slimy, milky substance off of her face and chest with a large towel. Sparky did likewise while X-5 simply squeegied the goo off of his body into a bucket. Betty paused to look at the stuff and then shuddered audibly just before the viewscreen turned on. Admiral DeGill appeared sitting at his desk with a large ice cream sundae: he took a spoonful of gooey white marshmallow and leisurely dribbled it into his wide-open mouth before realizing that the call had gone through. Sparky started drooling at the sight of the goldfish's treat, but Betty just made a disgusted face for a moment before saluting.

DeGill quickly put the spoon down and swallowed loudly, eliciting a wince from the young redhead. "Oh, Atomic Betty, I just wanted to say congratulations on a job well done! Apparently the Tentaculons were exceptionally pleased with your friendly, hands-on outreach program, and they are now quite eager to enter trade negotiations with us. The ambassador even said that meeting you gave them all a terrific feeling."

"They gave me a terrific feeling too," Betty answered flatly. She awkwardly stepped over to the nearly-full bucket and wrung out her towel over it.

"Is everything all right?" the admiral asked, concerned by her apparent dismay.

"Nothing that a long, hot bath won't fix, sir."

The goldfish smiled. "You've more than earned the rest of the day off, so go ahead and relax a little. You certainly deserve it."

"With pleasure!" she saluted as the screen turned off.

"And here we are, chief!" Sparky reported as he brought the ship to a hover over Moose Jaw Heights Junior High.

X-5 reached out to her. "I'll take that for you," he offered while taking the towel from her and then grabbing Sparky's as well. "I'll wash these right away."

"Uh, just burn them and requisition some new ones, okay?"

X-5 looked at her curiously for a moment and then shrugged. "As you wish, Captain."

Betty walked quickly towards her home with a look of utter annoyance that was obvious to everyone except Noah and Paloma: the two were arguing incessantly with each other while nearly running to keep up with her. The redhead strode ever faster to get away from them, but they somehow managed to not fall behind.

"No, Betty and I are going to the planetarium! What do you say, Betty? I'll buy us pizza afterwards," the wispy boy offered while struggling to catch his breath.

"Guh, space is so BO-RING!" the slightly-taller and very shapely Hispanic girl countered. She started tugging on the green-eyed girl's arm. "We should go skateboarding while the weather's still nice, and, no offense Noah, but you'd just slow us down."

Without looking, Betty growled at them, "Guys, I'm not in the mood for any of this."

"See, you're making her mad, Paloma! She wants to hang out with me," Noah huffed while grabbing Betty's free hand. The redhead turned into her yard, cutting across the lawn for a faster escape.

"Nuh-uh! She obviously needs to have some serious girl time with me because..." Paloma leaned in and spoke softly, "She's obviously having that period thing I heard about."

"ENOUGH!" Betty yanked her arms from them and instantly snatched both of her friends by their ears. As the two winced in pain, she marched them around the house and towards the detached garage. "I've tried to be nice about it, but it's been a really bad day and my two best friends constantly bickering over me is driving me nuts!" The fiery redhead kicked open the door and shoved both of them inside. "Now, I'm going upstairs to take a long hot bath, and you two are going to stay in here until you can learn to get along!"

Betty released their smarting ears and flicked on the lights. She grabbed the doorknob as the two kids turned to face her, looking somewhat shocked and hurt. Betty glared at them and added, "And if either one of leaves a moment sooner, I swear I'm gonna start hanging out with Penelope and her friends from now on!"

The enraged girl slammed the door, making its window rattle ominously before she stormed off into her house. Paloma and Noah faced each other angrily. "See what you did!" they both growled before turning back-to-back with their arms crossed, pouting.

Betty barely caught herself from slamming the back door of her house as she entered. Then she quietly slipped off her shoes and tiptoed through the kitchen, hoping that her mother wouldn't notice that she was home.

"Oh, there you are, sweetie!" her mom's voice called out from the living room. "Come here and spend some quality time with your mother, honey."

"Yes, mom," the redhead droned. She slammed her backpack on the table and then plodded into the other room.

The curvy blonde was stretched out on the floor in her exercise tights, finishing up a set of sideways leg lifts. "I was thinking we really should do more things together," the woman happily suggested. "So why don't you come over here and give your mother a nice neck massage, okay?" Her mom then rolled onto her stomach and rested her forehead on her crossed arms.

Betty looked up at the ceiling for a moment, frowning and whimpering softly; then she hung her head and went over to comply.

The dark-skinned girl grumbled to herself, "Stupid rotten jerk, hogging Betty all the time..."

"Third wheel," Noah huffed back.

"Pfft! Wheel? How primitive!"

"Then how about a more-recent invention, like deodorant?" Noah mocked her.

Paloma angrily kneed the water cooler in front of her, causing the large plastic bottle to fall off the base. She jumped forward and caught it before it hit the floor, but it splashed all down the front of her jeans. "Oh no!"

Noah turned to see what had happened and giggled at the huge water spot from her groin to her mid-thighs. He was tempted to tease her about it, but he remembered how many times he'd been teased for stupid things, so he held his tongue.

"It's not funny," she whined while trying to brush the wetness away with her hands, but it was no use.

Her distress got to him a little bit and he then remembered why they were there. "The dryer's over there. It'll only take a few minutes," the brown-haired boy told her while pointing to the machine in the corner.

"I can't sit here in my underwear," she complained.

Noah went over to the old couch and pulled off a knit blanket that was draped over the back. "You can use this." He handed it to the raven-haired girl and turned his back, covering his eyes. "I won't look - promise."

Without a thought Paloma answered, "Oh, I trust you." After draping the blanket over a bicycle, she went to the dryer and emptied her pockets out before realizing the significance of her own statement. She glanced back at Noah, who still had his back turned to her without any signs of peeking. A smile forced its way out onto her lips as she unzipped and peeled the tight blue denim from her firm, round bottom. Then the Latin beauty bent over to ease them below her shapely yet lean thighs before squatting to push them completely down her long, shapely legs. In that position, her white and baby-blue blouse ended above the top of her narrow white cotton panties, which were patterned with sparse pink and blue butterflies.

Being careful not to step on them, the young girl slid the jeans off of each foot and then carefully rolled up the pant legs to protect the acrylic butterflies that decorated them. Finally, she put them in the dryer and started it on a warm setting. Goosebumps began to form on her legs in the cool air, so she quickly wrapped the blanket around herself. "It's okay now," she said while walking over to the couch. She plopped down and picked up a comic book, which turned out to be one that Noah had drawn and stapled together for their unofficial comic book club.

Noah sat down on the opposite end of the couch, leaning against the armrest, and hunched forward with his face in his hands and his elbows on his knees. They sat in uncomfortable silence.

"Oh my goodness! Oooh, yeah!" Betty's mother panted as the kneeling little girl squeezed her neck and drove her knuckles into her back and shoulders. "Yes, do me hard, girl! Oh baby, yes, YES! Ahhh... OW! That was a little too hard, honey."

"Sorry," Betty mumbled as she snapped back from her daydream about breaking a Korthogian hydra's necks.

Her mother rolled onto her side and took hold of the girl's hand, smelling it. "My, you smell really good today. Is it a new hand lotion?" After Betty nodded the woman sniffed it again, inhaling deeply. "It's absolutely intoxicating, almost ...mmmmm..." her mother stopped short of saying something too embarrassing even for her. However, that didn't prevent her from suddenly licking Betty's hand. "Salty... but really delicious!"

Betty yanked her hand away and stared back with her wide green eyes. "Ewww, mom!"

"Sorry, Betty," she purred, taking Betty's hands back in hers and petting them. "There's just something about it that makes me feel all warm and tingly. Anyway, you just want to take your bath, don't you?"

"I really need one now!"

Mom lurched forward, catching her daughter by surprise and rolling her onto her back. Then the wicked blonde's face hovered over Betty's as she whispered, "How about we take one together?" Without waiting for an answer, the woman started kissing and nuzzling the child's cheeks and mouth while petting her surprised face and fiery red hair.

Betty slipped out of her mother's hold by pushing herself backwards, sliding back on her bum until she was out of the lust-crazed blonde's reach. "Mom, remember how you always warned me about bad touching?"

The woman simply got up on all fours and snarled at her while slowly advancing.

Betty scooted back as quickly as she could, not wanting to risk turning her back and being pounced on. However, she caught a glimpse of Purrsy and snatched him up, holding him between herself and her horny mom. "Here, Purrsy wants some attention! You play with him while I go wash up, okay?" The cat struggled to break free while also looking at the older woman, his eyes wide with a plea for help.

The woman just growled and kept advancing, staring into her daughter's eyes the whole time. Purrsy suddenly stopped struggling and stopped to sniff the air, then Betty's hand. He put a paw over his nose and stuck out his tongue. The redhead suddenly wondered if the Tentaculons had something to do with her mother's strange behavior, so she quickly rubbed her face all over the surprised cat's face and neck before tossing him to approaching blonde. As the woman caught her kitty Betty used the distraction to roll over sideways and spring up before bolting upstairs. She could hear Purrsy making the most hideous and unnatural screech as she slammed and locked the bathroom door.

"Your artwork is really good," Paloma forced herself to admit out loud, hoping to break the tension. "But why are your stories so weird? That doesn't make any sense, especially for a brainiac like you."

"Hmf," Noah snorted while sitting up. "That's what my cousin Peter used to say, too," he groaned.

"Oh, is he from around here?"

"Nah, he lives in New York City. He's also a lot older, too, but we both love science and so we used to write a lot back and forth."

"It must be great to have someone like that. I hardly know anyone on this .. uh, continent. So, why don't you two keep in touch anymore?"

"He's in college now and works a lot, so he never has time for me anymore... like studying nuclear physics is so hard."

Paloma giggled. "I bet you'd think tau-matrix compilation inversion is easy."

Noah looked at her curiously. "Huh? That doesn't... wait, I suppose that would create some sort of faster-than-light travel..."

"Geez Noah!" she nervously pretended to laugh. "I was just making that up. You don't have to take everything so seriously." The lovely girl opened the homemade comic book again and tried to act natural while changing the subject, "I know it's tough to lose touch with people you're close to, too."

"Yeah, but at least I have Betty," Noah answered, but then he suddenly went quiet and stared at the wall again.

Paloma's lip twitched a little as she looked over at him. "I know what you mean. I'd be all alone if it wasn't for her." Then, she thought for a moment before forcing a small laugh. "That's why we probably shouldn't drive her so crazy all the time, huh?"

"Yeah." Noah glanced at her for a moment before suddenly turning away. He pressed his hands onto his knees and fidgeted with the fabric of his corduroys. "I guess it would be better if we were friends too, huh? I mean, if you wanted."

Paloma couldn't help but smile a little. "And maybe we could even hang out with each-other when she's not around."

"... or off playing with that stupid noisy bracelet," Noah sighed, causing both of them to laugh.

Paloma gripped the blanket around her legs tightly and quickly leaned over, kissing the unsuspecting boy on the cheek. "I'm starting to see why Betty likes you so much," she purred.

Noah's cheeks turned red and he didn't know what to say. Instead of leaning back, Paloma smiled at him with her full lips only inches away from his. He gripped his knees even tighter and stared into her deep brown eyes, which seemed to sparkle in the fluorescent light as she calmly took in every detail of his young face. The innocent young boy swore he could feel her intense body heat on his face as he took in her beautiful features: her full eyebrows, the adorable curve of her nose, her large cheeks that seemed to be turning from brown to red as her breathing got deeper, and those gorgeous lips she was rubbing together ever so slowly. Then he noticed how her young wide breasts pressed out against her stretched blouse, showing faint impressions of her nipples.

Paloma briefly flared her eyebrows, drawing his eyes back to hers and then watching him intently as she raised her head slightly. She almost seemed to be taking in his scent, as if she were the huntress and he was the prey. Then, her face leaned to one side as she ever-so-slightly began to move towards him.

BUZZZZZZ...! The dryer went off, shaking both children back to reality. The dark-skinned girl instantly pushed herself up off of the couch and then giggled while tossing the blanket over the anxious yet disappointed boy's head. Her round bottom jiggled in her panties just a little as she tiptoed to the dryer and leaned on the machine with one arm. Then, with a mixed look of confusion and worry, she fanned her face with her free hand before glancing back at the brown-haired boy. Again, he didn't peek at her, but she found herself wishing that he would.

Betty had just started filling the tub and pulled off her sweater when her bracelet started beeping. "What now?" she groaned while hitting the button. "Atomic Betty, reporting for duty!" she anxiously saluted.

An image of Admiral DeGill appeared with his fins over his eyes. "Ah, Atomic Betty, sorry to disturb you..." He peeked through his fins and then pulled them away, looking disappointed. "Ah, I thought you'd be in the bath by n.. Uhm, anyway, I thought I should warn you that the Tentaculon ooze seems to have a strange effect on women, making them very, uh, 'needy'. Almost to dangerous levels."

"I just discovered that too, sir. I'm going to wash all of it off thoroughly and then clean anything that it may have come in contact with."

"Ah, good. And about the bucket of it that's on your ship..."

"I'll make sure it's destroyed."

"NO! Uhm, I mean, that won't be necessary. Just drop it off here at headquarters when you get a chance - to my office, not the lab."

"Uh, I understand," she answered uncomfortably. "By the way, how did you find out about the effect?"

"Oh, X-5 just contacted me from Sparky's mother's house and..."

Betty winced and held up her hand, cutting him off. "I'm sorry I asked, sir. Atomic Betty out." She saluted DeGill and waited for him to motion back before turning off the link. After thinking for a moment, she slipped off the bracelet and put it under her sweater on the counter. Then, she quickly undid the top few buttons of her blouse before pulling it off over her head, revealing her slender white arms and her skinny young chest. The bottom of her ribcage was clearly visible above the tight, straight waist that wasn't much wider than her narrow hips.

As she flung her top onto the bathroom floor, her two small round breasts barely poked out of her front, yet they firmly held her dime-sized nipples up while barely creasing at all underneath. Betty undid her hair, letting the bright-red tresses fall around her graceful neck and shoulders as she bent down to take off her skirt and panties. Once at her feet, she flicked them over to the blouse with one foot, separating her thighs enough to reveal her tiny slit and narrow lower lips. As she lifted one leg to step into the bath, her legs parted wide, briefly stretching the outside of her love zone open to reveal the moist pink flesh inside.

She squatted down in the tub and immediately sprayed off her head and face with the hand nozzle. Then, she pumped several gobs of shampoo from the dispenser and started working it into her hair vigorously, almost painfully. After lathering until every strand was hidden in the suds, she sat up on the edge of the tub and began soaping up her face and neck as her wet body dripped softly. While rubbing her cheeks, her hands slowed down. Soon, she was caressing and fondling her face, nose, and lips. Her lovely green eyes closed and her hand moved down to her chest, gripping one of her young breasts and kneading it gently. She also grazed a fingertip back and forth across her lovely pink lips.

"I think I've been ignoring my own 'neediness' for long enough, too," she mumbled to herself while reaching down and starting to massage both of her slippery wet breasts. She tentatively pressed her index finger into one nipple, then played with it between the finger and her thumb. Simultaneously, she started touching her lips again and thinking of Dylan. Betty pursed her lips and imagined pressing them into his mouth. A tremble ran through her body and she pinched her nipple, making herself gasp as she bit down and started gingerly licking her fingertip.

"GACK!!" she chocked and spat. "Ptooey! This shampoo is disgusting!"

Back in the garage, Paloma moaned sweetly as she pulled her still-hot jeans past her hips and then, since they had shrunk just a bit, wriggled for a few moments to get them the rest of the way up. "You can look now," she called back to the boy, lamenting the fact that he'd been so conscientious this time. He instinctively turned and caught her last few jiggles as the worn denim pulled tightly against her firm, round bottom and hugged her nicely-developing hips. She finally managed to zip and button her pants and then turned around; seeing him staring at her body made her smile, though she didn't quite know why.

Noah quickly fumbled with the blanket in his lap and started putting it back over the couch, turning over and leaning on one knee before realizing that he was getting hard. The youngster was mortified. As Paloma returned to the couch, he continued to fuss with the blanket so that he would have an excuse to stay in that awkward yet boner-hiding pose.

"Come on," she chirped while grabbing his hand and pulling him up off of the couch. Though his pocket monster tried desperately to be seen he was relived that the pretty cinnamon girl didn't seem to notice anything. "This is a trust exercise we used to do on my pla.. er, place that I come from." She put her hands on his shoulders and guided him to an open space in the middle of the garage, making him face the door from several feet away. Then she moved behind him and opened her arms in front of herself.

"Okay, now you just look straight ahead out the window and fall back so I can catch you," she instructed him. "Just tell me first so I'll be extra ready."

Noah turned back and looked suspiciously at her. "Are you sure you know what you're doing?"

"Trust me - that's the whole point!" she reassured him. However, she closed her eyes tightly for a moment and tried to focus. "Don't mess up - catch him no matter what or he won't like me... Wait, what am I saying?"

"Okay, now!" Noah called out.

"I mean, we're doing this for Betty, right? Now I feel so funny and goofy around him that it's scary, but I think I like ... FUCK!" Paloma's eyes opened in time to see Noah about a quarter of the way back and falling fast. She gritted her teeth and lunged forward to catch him, her eyes going wide. For an instant, she wished she was a Betelgeusian Beanbag Beast that could cushion his fall. But then, without warning, her mind flashed to an image of Noah's warm cheek up against her lips, the tip of her nose pressing ever so slightly into her face. Paloma shuddered and fell on one knee before catching the now-flailing boy hard against her chest. She wrapped her arms around him tightly, cradling his upper body and then stared into his face eyes as he gasped a sigh of relief.

Noah wrinkled his nose at her, trying to make himself seem irritated instead of frightened. "Were you trying to scare me, waiting 'til the last second like that?"

Without even realizing it, she caressed his head while smiling down at him. "I'd never hurt you, Noah." His eyes suddenly went wide, snapping her back to reality. She quickly helped push him up before standing herself. "Because now it's your turn to catch me."

Noah fidgeted and looked at the floor. "I don't know. I'm not good at this sort of stuff."

"It's really easy."

He almost mumbled, "I'm not very strong."

Paloma looked around for a few seconds and thought. "Okay, let's try this." Grabbing his hand, she lead him back over to the couch and had him stand with it on his right, near the middle. Then she turned around in front of him and peeked back. "Here's what you do: just put your hands on my shoulders and tilt me back on my heels. If you can't hold on just say so and I'll grab the couch. Worst case I'll just land on my big fat butt," she giggled.

"You're not fat," he softly protested, due to years of conditioning by his mother and other female relatives. But this time he meant it. Reluctantly, he put his hands on the back of her shoulders. "Here?"

A tingle ran down the girl's spine at his gentle touch, both exciting and scaring her a little. Regardless, she wanted more. "A little lower."

Noah complied by running his hot and now sweaty hands down to her shoulder blades. "Lower..." she instructed while fighting the urge to arch her back and gasp. He continued down to almost the small of her back. Her voice became a tad shaky. "Little more."

"If I go any lower I'll be..."

Paloma reached behind herself and placed her hands over his. "I know how you can be sure not to let go," she told him with a tremble in her voice as she pressed her hips forward. Carefully, she turned his hands down against her hips and guided them into each of her tight back pockets. Then she moved her butt back, stretching the fabric so that his fingers pressed deeply into her soft, warm flesh. A squeal of delight escaped her lips and she tossed her head back and to one side, letting her raven ponytail swish across his cheek. Finally, she reached back over her head and grabbed his, kindly turning his face towards hers and kissing him slowly while stroking his hair and neck.

Noah sighed, almost whimpered, as her warm, tender lips worked on his. Soon, her tongue was sneaking between his lips and he found himself doing the same back to her. When she moaned a puff of warm air ran across his cheek and ear, making him ache all over for her. He had to push his butt back to make even more room in his loosely-fitting pants.

However, Paloma reached down and hooked her thumbs into the waist of those pants to support herself in that tricky position. Then, kissing him harder with her open mouth, she leaned one shoulder into his chest and pulled him forward to support her a bit more. Getting him closer only made her want to touch even more of him, so she slid one hand down the front of his pants to his inner thigh, slowly yet tensely scraping the base of his tent with her shapely fingernails; this made the corduroy vibrate and send tensing shockwaves though his member. The young vixen closed her eyes and allowed her fingertips to tease their way ever closer to his cock.

The excited girl lifted her behind a little and squeezed her heavenly bum cheeks together, causing them to firm up in his grasp while giving him some slack in the pockets to squeeze and fondle them more. Her kissing slowed down until her lips simply pulled on his, and then she opened her eyes and hungrily looked into his for a moment. Then she suddenly started pressing her mouth into him in harder, measured strokes and guided his left hand around her waist to her lower tummy. He began feeling and petting her slowly, nervously working his hand up the front of her shirt without realizing that she was fumbling with the button on her jeans.

His fingers had just passed over her navel when she suddenly grabbed his hand again, scaring him that he'd done something wrong. Feeling him tense up, she paused to whisper, "That's okay," before pulling his hand underneath her shirt and back up to where it had been. She stole a loud kiss on his cheek and moaned, "Much better."

His palms began to sweat even more, so he only pressed his fingers into her supple, hot skin as he worked his way up to her left breast. Gently as he could, the boy ran a fingertip across her womanly mound, stopping at its hardened nipple. After squeaking at his touch, she started panting and kissing him even more. At first, he was slowly running his fingers around and across the hardened bud, but soon was fondling her breast with his entire hand.

Paloma resumed feeling up his groin and thighs for a moment, giving his aching rod a gentle squeeze before grabbing his busy hand and guiding it down into the front of her jeans. "Oh, man," she groaned while throwing her head back. Noah started kissing and sucking her ear and neck while she pressed his hand ever deeper into her crotch - until only her cotton panties separated his fingertips from the top of her slit. Nervously, he felt around inside her pants until his fingers slid lower and began working her love button through her delightfully-squishy labia. The Latino girl bucked and trembled at this. He inhaled deeply, enjoying the sweet flowery scent of her thick, dark hair. A soft moan escaped her lips as he resumed kissing and lightly biting her neck. She raised her left hand back to his cheek and turned her face towards him again, half closing her eyes as she drew him into another intense kiss. Noah's tongue slipped back into her mouth and ran all around, practically counting her teeth as he lovingly sucked in her sweet breath.

The girl raised her hips and moaned, inviting the young man to explore even deeper. Noah reached his fingers down past the bottom of the zipper, finding enough wiggle room to tap against the damp fabric that separated him from her opening. Teasingly, he began to flick his middle finger and thumb across her chubby, constrained lower lips, sending pulses of electricity from her clit to her entire body.

Paloma began gasping uncontrollably as he hooked two fingers on either side of her baby opening, worming them into the crevice of her thighs under the panties; he circled her slick, smooth entrance with them while his thumb kept rolling and pressing her nub through her fleshy mound and panties. The impassioned girl accidentally bit his lip and then sucked in his tongue to apologize. Her moans turned to whimpers as she dropped her hand down and began stroking the bulge in his pants again. She spread her legs a little, pulling the front of her pants a little tighter against his hand, and slowly bucked in time with his movements across her pussy.

Now grasping frantically with her left hand to find his zipper, she drew her right hand forward, still inside the waist of his pants, and pressed down on them for extra support. Eventually, she tugged at his zipper a few times, opening it just enough for her left hand to fit inside. She didn't even care that the metal teeth scraped her delicate skin as she gripped his solid flesh. "Oh, it's so big!" she marveled, much to Noah's pleasure. Then her other hand unbuttoned his pants before she bent her knees, just a little, so she could reach his balls with her right hand. Sensing her imbalance, the boy pulled his right hand from her pocket and ran it up inside her shirt, supporting her with his arm while groping her previously-neglected breast.

Paloma slipped two fingers into the opening of his briefs and desperately tried to free his hard meat. In response, Noah pushed aside the crotch of Paloma's underwear and slid all of his fingers up and down her hairless slit. He rubbed her girl juices deeply into the crevice all the way up past her engorged sweet spot, which made her start bucking even harder against his hand. She clumsily stuck two fingers from her other hand into his briefs as well, pulling the flap apart and accidentally digging her fingernails into his cock. Noah winced and gripped her breast even tighter, pressing his fingertip into the nipple and rolling it around; on the other end, he gently pinched at her slippery bean with his thumb and forefinger while also tickling the outside of her lips with his other fingers.

Suddenly, he slipped his ring finger half-way into her dripping hole, making Paloma yelp more in surprise than pain as he poked her cherry. Her insides tensed up and seemed to grab the invading finger, almost suckling it he thought. Forgetting her love button for a moment, he started wiggling and rolling his ensconced digit inside of her, compelling her to buck and gasp under his control. With a shudder and a squeal, she finally ripped the seam in his underpants so that his pocket monster could spring forth. The hot-blooded girl fondled and petted his tense, naked cock with one shaky hand and gripped his pants with the other; she pulled his hips forward and rubbed his hardness up and down against her jeans-clad ass, rocking her pelvis between it and his fingering hand.

Noah moaned as the rough fabric slid against the top of his cock and the grateful girl milked the bottom. The pit of his stomach started to tighten up as a familiar tingling sensation ran through his small body. The honor student pulled his ring finger out and replaced it with his index and middle fingers, pressing and rubbing just a little harder against her moist, quivering channel, but she was still too tight for him to go any deeper. The brown-eyed beauty clamped her thighs together to feel his onslaught more intensely, grinding herself against his hand. Next, she began teasing the head of his prick up in down the fabric indentation between her glorious ass cheeks; he responded by pressing the side of his thumb between her folds and attacking her aching clit in earnest.

Paloma suddenly turned her face back and pressed it into his, assaulting him with hard, wet kisses up to his ear where she breathlessly whispered, "I don't know what you're doing to me, but do more!"

"Okay!" he gasped into the back of her head. Opening his mouth wide, he gave her several love bites all up and down her neck while continuing to tickle her insides. She let go of his boner, quickly unbuttoning his pants and pushing them down off of his hips. Then, she tried to lower his torn undies as well, but she couldn't bring herself to bend down and risk pulling his hand out of her tingling sex. Instead, he let go of her breast and together they clumsily freed his butt and package. Immediately, she unzipped her own jeans and, still unwilling to bend her knees, pushed them and her panties down just below her hips, leaving a pool of denim and cotton underneath her glorious behind.

Next, she reached both arms behind herself and gripped his butt, pulling his groin into her behind and trapping his excited member just inside the crevice of her hot brown cheeks. Instinctively, she went up on her toes and bent her upper body forward, raising her ass while also pulling on his bum even harder. His own buttocks separated as she pulled them to guide his man missile towards its eager target. Their combined and shared perspiration made his member stick to her bottom as she desperately tried to raise it, so he gripped and parted her right cheek enough to let it slide down between her legs; a dizzying wave of passion rushed through her as its hardness pressed into her thigh with the perfect combination of force and gentleness.

Bending forward a little more, Paloma spread her knees enough to reach between her thighs and move the boy's hand up just a few inches, motioning him to continue rubbing her lips and clit. As he also started petting her back and bottom with his free hand, she reached between her legs and delicately pointed his hardness at her wet opening, holding it steady with one hand; with the other, she reached back and tickled his tender balls, eliciting a moan from the young boy. After several gropes she carefully pulled him forward by his tool until the tip rested under her tunnel entrance. Once there, she ground her hips against its head and he also pressed forward, slowly coating it's length with her copious girl juices. Then, holding one hand underneath his flesh stick, she slid back and forth on top of it a few times before pressing it up into her tender opening again.

After straightening up, she put her hands back around his waist to steady herself, squeezing the top of his very white butt. Then she turned her head to look him in the face again, gazing at him anxiously; as he stared into her shining eyes, Noah began smiling wider than she'd even seen. He closed his eyes while leaning in and she followed suit; both of them started kissing and, ever so slowly, pressing their bodies closer together. Bit by bit, his tool pressed deeper inside of her tensing vagina while his balls were caressed by the wrinkled denim at her thighs.

Soon, he felt his head straining against that little bit of skin inside of her - the pressure made her wince and grunt when he tried to pass. He backed off a little, leaving Paloma frustrated yet a little glad. "Did I hurt you?" he whispered, scared that she would tell him to stop.

She quickly kissed his cheek and smiled. "Not a lot, but I really think it's supposed to go all the way in. Does this happen when you do this with other girls?"

Noah's eyes went wide and he stuttered for a moment, "Uh, well, I've never done this before."

"Oh, me neither," she giggled nervously. "So, you don't know?"

"Well, from what I've read it can hurt a bit for girls the first time, but then it's usually fine. You can borrow the book sometime if you want," he offered.

Though Paloma had more questions about this new and exciting activity, she was more anxious to continue . "That's okay. I prefer to learn by doing," she purred before kissing him and pressing her butt back against his stiffness again. With a look of determination, she started working his cock in and out a few inches at a time, just enough to press her hymen a little more on each stroke. "It just feels so good that I'm surprised everyone's not doing it all the time," she panted.

"Maybe in the U.S.," Noah mumbled while trying to match her quickening tempo.

Soon, the two were bucking back and forth, hitting her barrier a little harder on each pass. Paloma hoped it would simply open on its own, but she finally lost patience: the beautiful pre-teen gripped his buttocks and pulled him deep inside while also pushing herself back as hard as she dared. Both of them felt her delicate insides break. She yelped as they both came to a stop, with his cock still buried inside of her.

Noah loosened his grip on her hips and slipped his right hand between them, rubbing her back tenderly. "You okay?"

Keeping her head turned so he couldn't see her wincing, she just nodded and squeaked while trying to get used to having something that deep inside her. Finally, she released her tight grip on his ass cheeks and took hold of his left hand with hers, squeezing it reassuringly; he squeezed back a little before kissing her gently on her neck and shoulders. Within a few seconds, she realized that it only hurt as much as any minor skateboarding injury - not so bad that she'd have to stop. Besides, regardless of any discomfort, her whole body still ached to know more of his touch, both inside and out. "Let's just go slowly for a little while, 'kay?"

"Okay," he happily agreed before kissing her neck a little more wetly. She brought her hands back up behind her head and petted his face and hair. The young boy took hold of her hips and slowly backed out, waited a moment, and then carefully pushed himself all the way in. He went forward so far that he could feel the cold wetness on her panties against his tight, bald scrotum. He withdrew carefully, using the edge of her jeans to wipe his nuts dry as he nearly pulled out of her. Pushing forward again, she moved back to bring him completely inside again.

"Right there," Paloma said, getting him to stop. The dungarees around her hips kept her from being able to move or open her legs any wider, but she wiggled and ground her hips against him, enjoying everything: the hardness stretching her insides, his pelvis pressed into her bum, his lips and tongue tracing circles over her tender brown skin. The chill in the air and the discomfort inside of her were unnoticeable compared to the physical and caring warmth of the boy whom she'd once seen as an obstacle to her happiness.

"What do you want me to do?" he asked her in an awkward whisper between kisses.

She arched her back and started sliding up and down on him, pressing her thighs together even tighter. "Whatever makes you feel good," she moaned while dropping one hand down to fondle his squishy ball sack some more. Noah moved himself back and forth, pulling firmly on her waist for a moment as they came closest so he could drive his staff all the way inside. The tension in his rod built up quickly, energized by her tight, hot channel, which seemed to suck him back inside each time he pulled away. Also fueling his fires were her moans and gasps of pleasure and the testicle triple threat: his balls were being squeezed and fondled mercilessly by her hand, her jeans, and his own stuck-together thighs.

As an experiment, he started bucking in and out of her, trying to rub his cock with her insides as quickly as he could with his own hand. Despite giving his new female friend a sudden rush of tingles throughout her body he couldn't make deep thrusts that way. So, he resumed his previous motions, which were still better than anything he'd ever imagined possible. The shaky boy closed his eyes and bit his lip while rubbing his face against her back, relishing the feelings growing inside him.

Paloma was becoming agitated because her instincts told her that Noah's actions would make her feel better, but her insides were only growing tighter and more anxious. She pried one of his hands from her hip and guided it down to her slit again, feeling an added jolt of excitement as he tensely fingered her clit in time with their ever-harder thrusts.

"God, Noah!" she screamed before catching herself. "I can't believe other girls aren't begging you to do this with them!"

"Ooh!" Noah suddenly slowed down, taking a little more time to press his stiffness into her at slightly different angles. "I think I'm gonna cum too soon," he groaned in frustration.

"Come over any time you want," she gasped. "I'll even give you a key. Just don't stop now!..." The spicy girl's insides suddenly pulled so tight that Paloma thought she'd be ripped in half, but then her whole body started pulsing uncontrollably with pleasure. "NOAH!!!" Her muscles began dancing in time with her heartbeat and an incredible warmth washed over her, rinsing away all of the cold, discomfort, and especially her loneliness and insecurities. As her mind went blurry with her first orgasm she strained to open her legs even wider and push her hips back as hard as she could, hoping that this feeling would invade her even more deeply too.

Noah immediately sensed the change in her mood and felt her vaginal muscles pulling on his shaft while her cervix flicked wildly around the tip of his cock. He began stroking as hard as he could, only withdrawing an inch or two before ramming his tool all the way in again. Within seconds, his balls tightened up almost into his body and his dick got so stiff it threatened to lift Paloma off the ground. First one, then another intense jet of semen shot deep inside the panting girl. The boy held onto her hips for dear life and futilely tried to press his penis all the way into her womb. "Aghhh! Nggg!" he grunted loudly as his babymaker spewed several more bursts of hot, sticky spunk into her greedy passage.

The exhausted boy finally started to come down, his pecker tensing one last time as he clenched his buttocks. Slowly, he began to catch his breath and finally opened his eyes, but then he gasped again at what he saw: while leaning on her heels, Paloma had her bottom bent back against him while her upper body was far forward, her face just inches from the ground.

"Paloma?" he asked timidly, which was just enough to get her attention.

The blissful girl opened her eyes and laughed when she saw how close she was to falling on the floor. Without a care, she bent back up and leaned against Noah's chest, even though it caused his half-erect member to slip out of her satisfied hole.

Paloma stuck out her lower lip and blew some of her hair away from her eyes before turned her head back. She planted a quick kiss on the side of Noah's mouth. "See? I knew you wouldn't let me fall."

Betty was lying deep in the tub, with just her face above water and her eyes closed. Her knees were up on the side of the bathtub so that her legs parted wide underneath the hot, soapy water. She ran one finger around the opening of her boy trap, being careful not to damage her precious cherry; with her other hand, she waved pulse after pulse of hot water against the inside of her slit and occasionally fingered her tiny clitoris.

"Oh, Duncan... Duncan..." she whispered to herself. "Agh! I mean Dylan!"

She sighed angrily, causing her chest to lose buoyancy and her face drop below the surface before she pulled her legs under as well. After blowing lots of powerful bubbles, she calmly resurfaced and sat up, almost struggling to lift her long, soaking red hair. She flicked the drain lever with her toes before standing up. The darling girl waited a few minutes for the water to rush from her fiery tresses and run down her slender, glistening body.

"It's no use," she sighed. "I'm just in a bad mood." She quickly wrapped a towel around her soaking hair and grabbed another one for the rest of her. While rubbing the soft cotton all over her gorgeous naked body, she started to feel bad about yelling at her friends. "They only act that way because they like me, and instead of getting mad I should just show them how much I like them both."

The beautiful green-eyed girl slipped on a terrycloth robe and picked up her school clothes before stepping up to the door, where she listened closely for a few seconds. Not hearing her mother or anything else to worry about, she opened the door and started down the hallway. As she approached her room, her father came up the stairs with his shirt pulled out, his pants unbuckled, and his glasses on crooked. He greeted her with a big smile, "Hi, honey!"

"What happened to you?"

"You're mother seems to be in a very affectionate mood tonight," he explained with a wink. Behind him, her mom quietly climbed up the stairs, smiling and straightening up her half-soaked exercise outfit on the way. He flashed the blonde a smile and then turned back to Betty. "So, how was your day?"

"Pretty bad, actually. But I might be able to save it if I hurry."

"In that case, I'll put these in the hamper for you," he said while taking the dirty clothes from her. "You can tell me all about it at dinner."

"Thanks, Dad!" she chirped while scampering off to her room.

Her mother reached the top of the stairs and stopped next to him, suddenly sniffing the air like she had done to their daughter earlier. She glared at him and grabbed his arm. "Let's take a bath now," she snarled while dragging the skinny man off into the bathroom.

In her room, Betty slipped on a pair of jeans and a Missy Miss tee shirt before she heard Paloma screaming all the way from the garage. "God, Noah!"

She tried to hurriedly brush out her hair, but when she heard Noah yelling, "Ooh!" she quickly ran downstairs and struggled to put on her sneakers in time to save the small boy.

"NOAH!" she heard the hot-blooded girl screaming again, so Betty ran out the front door with only one shoe tied. Purrsy immediately dashed past her on the lawn, so she lunged at the troublemaking feline and tackled him. Quickly, she ran back to the front door and fought to get him back inside, but the terrified cat put up a tremendous struggle.

"Aghhh! Nggg!" Noah's voice groaned loudly before Betty finally tossed the cat inside. She slammed the door and ran around the house, but a shoelace tripped her in the driveway. Finally, she got to the garage's rear door and fumbled it open. After bursting in she looked worriedly at her two best friends and gasped, "Oh my God!"

Noah and Paloma were sitting in the middle of the couch, leaning against each other. Their faces were just inches apart as they looked through a comic book together.

"Hi Betty," Noah said nervously while trying to hide his guilty smirk.

"How was your bath?" Paloma asked with a joyful smile.

"Uh, not so good," she admitted. "Look, guys, I feel really bad about snapping at you. I should have dealt with it instead of being such a meanie." She looked at them sheepishly. "Can you two ever forgive me?"

"Oh, I was being a jerk before," Noah reassured her. "If you and Paloma want to do something together then I shouldn't stop you. We can still do things together later - all three of us even."

"Yeah, and I won't try to push Noah out if he wants to join us 'cause he can be a lot of fun," Paloma added before turning to the boy. "Like, amazing fun!" she chimed before suddenly kissing him hard on the lips.

Betty's green eyes went wide and she forgot to breathe for a moment. Noah cringed at the redhead's look of shock, but Paloma didn't understand their reactions at all. "What's the matter, Betty?"

The always-cool Galactic Guardian found herself stumbling over her words. "What did you two just do?"

"Oh, yeah, you gotta see this, Betty!" Paloma shouted while jumping up. The Latin beauty practically pushed the dumbfounded girl over towards the couch. "It's so amazing," she excitedly blurted. Then, before Betty knew what was happening, the brown-skinned girl kneeled down and reached around the redhead's waist to undo her pants. Looking up for a moment, Paloma flashed an expectant look at the stunned boy. "Come on, Noah! Do it to her now."

THE END
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How to Make OUT WITH Friends and INSEMINATE People