My best friend Carla and I had known each other since we were 8 years old. We came from different families, she had two older sisters and an older brother, while I was an only child. My family was traditional and reserved, where as, her family were hardly ever together at the same time and everything but reserved. Carla and I went to school together, we lived across the street from each other, we were in the same classes together ... we were inseparable.

We were very open with each other about everything, we talked about masturbation and sex the most as all girls do. We were both still virgins, but very preoccupied with sexual fantasies, mostly they consisted of her older brother Peter and his friends. They were all tall dark and handsome and complete ass holes, the girls loved them. It seemed like she knew more because her older siblings always shared their experiences with her and she would report them back to me.

One Friday very hot and humid night in July, we were both 12 years old, I was going to stay the night over Carla's because her parents wouldn't be home until early in the morning and we could watch whatever we wanted on TV there. We fell asleep in the living room both of us on the couch at opposite ends. I woke up hearing moaning sounds in the kitchen. I nudged at Carla to wake her up, before she could say anything I put my finger to my mouth as a sign to ... SHHH. She heard the moans in the kitchen too. We tip toed over to the door way, not standing on the steps that lead up to the kitchen, and peaked in ... it was Peter moaning erotically. It seemed like he was getting a blow job from one of his girlfriends, we could not see who it was. He was standing in front of the stove, his head was thrown back and his hands were holding the edge behind him. The counter was blocking the rest of the view. He was trying to keep his moans from being heard, he must have been coming closer to an orgasm because he was getting louder. Carla and I looked at each other giggling and covering our mouths in shock, we had never witnessed anything like this ... it was great. I knew I would be touching myself to this memory for a long time and I was already feeling that tingling feeling between my legs. We were watching intently as her brother seemed to be cumming in a girls mouth. We both wished we could see better. Our eyes grew wide as he moaned,"OHHHHHHHHHHH" We heard the unmistakable slurping sounds of his wet cum being sucked. He looked down at the girl and leaned over to kiss her, she must have been still on her knees. He reached behind him and tore off a paper towel, handed it to her and laughing gently, as he helped the girl to her feet.

When she stood up, I froze stunned at who the girl was, it was Brittany, their 16 year old sister!!!! My eyes moved over to Carla, she stood there with her mouth wide opened looked over at me, with a look of shock and amusement. I was very surprised by Carla's reaction, she was not mad at them or upset? I was turned on and wanted to see more so now was not the time to make an issue of it.

Brittany and Peter stood there kissing and he took her shirt off kissing her breasts, sucking and twisting her nipples. We hid behind the corner for a moment when we heard him say demandingly,"Get up on the counter I am going to eat your pussy." Carla was the first to check to see if it was safe to look, after her signal, I looked in. Brittany was laying on the counter, Peter was sitting on a stool at the end of the island. Her legs were spread wide so we could see more of what he was doing. I could see his long tongue slowly moving around her pussy, he was looking up at her watching her face, her eyes were on him and she had a sexy mature smile on her face. I could see her clit standing up as his tongue wiggled around it. He was moving his fingers all around her, fingering her ass hole with one finger. Unlike Peter, Brittany was much louder, sensually twisting her hips around and moaning. I was so jealous and I even thought Carla was as well. Carla and I looked at each other again giggling with our hands over our mouths ... I was so hot and wet, I didn't know what to do.