Billy couldn't believe he had to have a baby-sitter. He was 12 years old, he didn't need a baby-sitter! Just because his sister Becky was only 8, and his mom and dad didn't think he was old enough to watch her while they were gone. At least his best friend Justin would be coming over. Shortly before 7:00, the doorbell rang. Billy's mother answered it. It was Sarah, the baby-sitter. As much as Billy hated having to have a baby-sitter, he didn't mind too much that it was Sarah. She was 17, and he really enjoyed looking at her. Even though girls his own age were still kind of "icky", Sarah was different. She was a grown woman (at least as far as Billy was concerned).

"Come in, Sarah," Billy's mother, Barbara, said.

Sarah was just walking in the door when Billy saw Justin walking up the sidewalk. He ran out the door to greet his friend. The two of them started talking, and immediately went up to Billy's room. Sarah walked into the kitchen with Barbara.

"Neil and I should be back no later than midnight," Barbara told her. "Have Becky take her bath around 8:00, and she needs to be in bed by 9:00. You can let Billy and Justin stay up till 10:00 or 10:30, since they'll try and stay up that late, regardless!" The two women laughed.

Just then, Barbara's husband Neil walked in. He was dressed in a black suit, and Sarah admired his well-groomed blonde hair, his blue eyes, his masculine body. Half the reason she baby-sat for the Johnsons whenever she could was to see him. She stared at him, sighing.

"Hello, Sarah," he said. "How are you tonight?"

"Pretty good, Mr. Johnson."

"That's good. You ready to go, honey?" he asked, turning to his wife.

"Of course. I've been waiting on you. And they say women take forever to get ready!"

Neil laughed and kissed her on the cheek. The couple walked to the door, Sarah walking them out. Becky came running down-stairs to say goodbye. Barbara gave her a big hug, then she and Neil left, closing the door behind them. Becky and Sarah went into the livingroom.

"So what do you want to do, Becky?" Sarah asked her.

"I wanna watch My Little Pony!" Becky replied.

"Okay," Sarah said with a laugh.

Sarah put the movie on, and the two of them watched it. Sarah thought about checking on the boys, but decided they'd be fine. Once the movie was over, Sarah had Becky take her bath, then put her to bed. Once she was tucked in, Sarah went to check on Billy and Justin. The door to Billy's room was closed, so Sarah put her ear up to it, trying to hear what was going on inside. She couldn't hear anything, which she thought was strange, since boys their age usually seem to be extremely noisy. Sarah was about to knock, when a strange urge made her stop. Instead, she quietly opened the door just a crack, peeking into the room. Her eyes widened at the scene before her. It made her glad she hadn't knocked, though. Billy and Justin were sitting next to each other on Billy's bed. They were naked from the waist down, wearing only their shirts. Each boy was stroking the other's erect penis. Although not as large as the cocks of the teenaged boys that Sarah had dated, both were well-endowed for their age; especially Billy, who looked to be a good inch longer than his friend.

Sarah could feel her panties getting wet as she watched the two boys. She had never been at all interested in young boys before. As a matter of fact, she had always thought of Billy as just a kid she baby-sat. But standing there, staring at his prick as Justin stroked his hand up and down on it, Sarah suddenly found herself very aroused. More than anything at that moment, she wanted to fuck these two young boys. She wanted to stroke their hard, virgin cocks, caress their smooth skins, let them explore her naked body. She watched them for a few more minutes then, not able to stand it any more, she walked boldly into the room......(cont)