Our next door neighbors, Dawn and Jeremy, were friends of our parents and also friends of my brother and me. They were younger than our parents and older than we were, like half way between.
I was thirteen, my brother, Hank, sixteen, Dawn was twenty-three and Jeremy twenty-six. So, we were basically all friends including my parents.
Hank and I would often spend the night at Dawn and Jeremy's and play games or rent movies, eat pizza and make popcorn, mostly fun stuff and we all got along really well.
When Hank got his driver's license, though, and his first car, he stopped going to Dawn and Jeremy's much and began running around with his friends from school. So, I began going over to their house by myself and we still had a fun time and I always felt that they were easy to be around at a time in my life when I wasn't always comfortable even with my own age group.
So, one evening at their house, after we had eaten, we started watching the movie, 'Threesome.' It was basically about three college students, two guys, and a girl named, Alex, who were put in the same dorm room because they assumed Alex was a boy. So, you can see, there was a bunch of sexual stuff that was part of the plot. I guess it was also rated 'R' so was really meant for older viewers than me.
Anyway, we were watching the movie and I'm getting tingly feelings in the place where I was pretty regularly getting tingly feelings which I had found in the past year or so that, when rubbed nicely, made me feel good, very good.
After the movie, Dawn said, "Andrea, that might have been a little more grown-up a movie than you're used to. I guess we think of you as more grown-up. Did you understand everything, you know, about the sex part and everything? I mean if you have any questions or anything like that, Jeremy and I will be glad to tell you what you want to know."
"Well, my mom has told me some stuff but it was really pretty lame. I hear a lot more at school from the other girls, you know?"
"If you want to know anything, anything at all, about it, just ask us. Just promise not to tell anybody we've told you about sex, okay?"
"Yeah, they didn't tell us much at school, either. Mostly about what not to do and stuff."
"Have you ever been french-kissed, Andrea?" asked Dawn.
"Yes, kind of. What I mean is that my friend, Martha and I have kind of taught each other how to do it."
"Did you enjoy it? Did it turn you on? My first time was with a girl, too."
"Oh, we probably did it at least fifty times but, no, I really didn't feel anything from it. No sexy like."
"How about boys? Any boys?"
"Yeah, two. It was different than with Martha. But each boy was different from the other, too."
"Did you like it better with the boys?"
"Oh, some, but I'm just put off by it all because I'm not sure I'm any good at it and I don't want any boys thinking I'm not a good kisser."
"Yeah, I know what you mean. You want to look like you at least know what you're doing, right?"
"Yeah, I just don't want to look stupid."
"Would it help if Jeremy kissed you and could see if you're doing it all right or teach you how to do it better?"
Now, Jeremy is a very nice looking guy. They are both very attractive and he's kind of a hunk if you know what I mean. So, I said, 'sure.'
So, Jeremy got up, took me by the hand, had me stand up and french-kissed me much, much better than Martha or the two boys. He ran his tongue all around the inside of my mouth and I did the same to him. My heart was racing, I could hardly believe that a grown man was kissing me like a grown woman.
"Andrea, you did it just fine. You're a great kisser. Here," and we kissed again, this time, with his tongue going in and out, in and out. As he pulled his tongue back in, I did what he had just done, probing my tongue in and out. When I put my tongue in his mouth, he sucked on it and that felt really sexy. I was now having those familiar tingly feelings in my panties and I could sense that my breathing was a lot faster. Jeremy kissed me like no other had.
"Oh, Andrea, you're just great," then Dawn stood up and asked, "Do you mind kissing me?"
I nodded my head but inside, I was really excited and really wanted to kiss her.
We put our arms around each other and began to kiss, running our tongues in and out and all around one another's mouths. This was exciting and very tingly. It just seemed so forbidden to kiss another female even though I had kissed my friend, Martha.
"Did we kiss alike, Dawn and I," asked Jeremy.
"Well, you really don't, not alike at all."
"That's because everyone is different and you'll find that while some are better at kissing and, really, sex, that others, different people do things differently and that's sometimes a lot of the fun," said Jeremy.
"Well, Andrea, any time you want to ask us about sex, anything at all, just go ahead. We know how parents get uptight about questions but we want you to know as much as you can and to be comfortable with it, okay," said Dawn. "It's so important that young people be informed as much as possible. We want you to come to us for advice, Andrea. We're your friends."
"I have wondered about a lot of things about sex and stuff and this was fun, I'd like to learn more."
"Look," Dawn suggested, "why don't we go in our room and talk more," so we got up from the sofa, walked down the hall to their bedroom and all laid down on the bed with me in between.
"Any particular questions, Andrea?"
"Well, I was wondering if it will it really hurt the first time? I've heard that it can."
"Well, honey, it depends on whether or not you still have your hymen, your cherry. Have you used tampons?"
"Yes, that's what I usually use."
"Have you masturbated with anything very big, like a cucumber or a hairbrush handle, anything that really filled you up when you put it in?"
I felt my face get warm as I answered, "Um, yeah, a cucumber, how did you know?"
"Oh, Andrea, I was a girl, too, once. I put lots of things up my vagina. Anything that felt good."
"Well, girls, I'm gonna go clean up the kitchen and load the dishwasher and get it started. You two can talk girl talk."
"I have another question, what does it feel like to have sex?"
"You've masturbated, right?" I nodded. "Did you have an orgasm?"
"Well, I'm not exactly sure. It feels good, is that it? Nice and warm all over."
"Sure it feels good but an orgasm is when the good feelings just explode inside you and they just take over. You are overwhelmed by wonderful sexy pleasurable feelings. That's an orgasm."
"Oh, maybe I haven't ever had one then. When I rub myself, it feels nice and all, really nice, but no explosions."
"You'll know when you have one. And you'll love them when they happen. There's nothing that feels better."
"I have another question."
"Well, I know a boy's penis is supposed to get big when they're excited and ready for sex but how big? And how big does it get?"
"Well, not every guy is the same. Jeremy's gets to about seven inches, that's a bit above average. He probably wouldn't mind showing you if you wanted to see it. You've never seen a guy's cock, right?"
"No, and that's a funny word for it, cock."
"Andrea, if you would like to see his, I can ask him for you. I'm sure he wouldn't mind. We want you to be able to learn what you want to know about sex without being embarrassed about it."
"Well, maybe if you asked him for me. I'm not sure I could ask him. I'd be too embarrassed."
"Sure. Now, he'll have to take some of his clothes off to show you and I wouldn't want us to make him uncomfortable doing that so, what do you say, maybe we should just get down to our underwear so we'll all more comfortable."
"Okay, that makes sense," and we removed our outer clothing and lay there in bras and panties.
"Well, you two look comfy," said Jeremy when he came back in the room.
"The reason is that Andrea wanted to know what a guy looks like, you know, hon, his cock, and I thought I'd ask you to show her yours. We figured that if you were going to take some clothes off, we should, too."
"Makes sense. Sure. Andrea, you want to see a real guy's penis?"
I nod and he begins to take off his shirt, then unbuckles his belt, unzips and pulls his pants off and stands there with a rather large bulge in his briefs. Omigod, here it comes. The real thing. I asked for it and it's too late to go back.
"Oh, looks like Jeremy is turned on by us in our underwear. He's kind of bulging out. Okay, Jeremy, go ahead, don't be embarrassed."
So, he pulls down his briefs and there it is. Is it big. Really big. It looks enormous to me. I don't see how that could ever fit in a vagina.
"Move closer, Jer, so the poor girl can see," and he steps closer until it's just a foot or two from me.
"It's really big. Bigger that I ever expected. Can that really fit inside, you know, when you two, um, make love?"
"Oh, yes, sweetie. It fits inside me just fine. And I just love it inside me. Don't worry, they look big but we girls can take it all inside just fine. Oh, just fine. Would you want to touch it? I'm sure Jeremy wouldn't mind."
He took a step more and knelt on the bed right in front of me as I reached toward him and placed my index finger tip on the end of it and wiped it back and forth. I was kind of scared to just hold it.
"Go ahead, Andrea, play around with, see what it's like," said Dawn.
I put my fingers around it and squeezed lightly then moved my hand back and forth.
"Mmm, that feels nice, Andrea. Dawn does that to me sometimes when she wants to make me feel nice. Doing that makes guys feel really good."
"That's a handjob, right?"
"Yeah, and if you do it long enough, you'll make me cum."
"That's an orgasm, right? For a guy?"
"Yeah, my cum would spurt out all over you in globs. Dawn loves it when I cum on her face or on her breasts."
"Your penis really feels nice, it's real soft on the end."
"Here's another way I make him feel really good, Andrea," and she bent toward Jeremy and took his penis and put her mouth around it and started sucking on it. Jeremy put his head back and moaned as she sucked.
"Oh, baby, that's really good. Oh, you do me so good."
He was really liking this for sure. He looked like he was in heaven. This was making me really sexy feeling and I just couldn't believe all this was happening.
Dawn pulled away from her husband's penis and asked me, "Would you like to try it? I'm sure Jeremy wouldn't mind, he likes you, you know."
Jeremy likes me? That's neat. Well, maybe I will. I guess it'll taste all right, I mean, Dawn did it. So, I leaned over him and lowered my mouth around his penis and began to suck like I had seen Dawn doing. He almost immediately began moaning, "Oh, Andrea, ew, you're so good. Oh, baby, yes, oh, that is good, really good."
So I sucked on him for a few more minutes as Dawn rubbed my leg which was feeling really nice, soothing and reassuring.
"Oh, oh, Andrea, maybe that's enough, honey, or you're gonna make me cum in your mouth. Thanks, it really felt great. You're a natural."
I'm a natural! Wow, I'm thirteen and I'm a natural at giving a blowjob?
We were all laying there in our underwear and Dawn said, "Andrea, you're all wet," and I looked down and my panties were wet.
"Oh, no, I peed in my pants."
"No, honey, that's normal, look at me, I'm wet, too. Even wetter than you."
"It's not pee?"
"No, it's just a natural kind of lubrication that a woman gets when she gets aroused, sexually excited. It means you're turned-on. Do you feel turned-on?"
"Um, yes, I'm really very excited doing all this and with Jeremy without his clothes on."
"That's why you are so wet. The more excited, the more wet a woman gets. Maybe we should take our panties off so we don't ruin them. And I bet we can turn-on Jeremy even more."
So, Dawn begins pulling her panties down so I do as well. I'm kind of embarrassed because I have so little hair around my pussy, I just don't look as pretty as Dawn who has much larger breasts (mine are pretty small, A-cup) and she is so sexy looking.
Dawn has no hair either, so I ask, "Do you shave down there?"
"Oh, yes, Jeremy likes me to be nice and smooth when he licks me on my pussy. And since I love him doing it, I make sure I shave before I have him do it."
"What else do you two do?"
"Well, Andrea," Jeremy answered, "we make love in lots of different positions. Sometimes with me on the bottom, sometimes with Dawn on the bottom. And, there are lots of other positions, hundreds, really. And, sometimes, we give each other oral sex, often at the same time. Have you heard of sixty-nine?"
"Oh, I've heard of it but I've just pretended to know what it was. I was too embarrassed to ask."
"Well, it's when one of us gets on top facing away, head to toe, and kiss and lick and suck each other both at the same time. It's one of our favorite things to give pleasure to each other," answered Dawn. "Would you like to see us do it?"
She's asking me if I want to watch them do sex. Oh my god, I never thought they'd do that. My heart is pounding and my pussy is throbbing and feels like it has never felt before, really turned-on.
"Um, you'd let me watch?"
"If you want to learn more, it's a good way to do it."
"Uh, yeah, I guess so."
So I sat there wearing just my bra, Dawn had taken hers off, she was beautiful, nice, large breasts with small pink nipples, and I watched as Dawn got up over Jeremy backwards and straddled him and began sucking his penis. She started lowering her hips down and when she got close to his face, he started licking and sucking all around her pussy.
I move a bit to get a better view of the action and it was really hot. He was flipping his tongue all around her slit and poking it in and out. Dawn was sucking all the way up and down on him, I was rubbing myself, I simply couldn't help it.
Her breasts were pointing down and he was rubbing them and I was trying to imagine me in her place, Jeremy rubbing my breasts, sucking on my pussy, me sucking on his penis. Oh, I was rubbing harder and harder.
I have never ever felt so sexed-up. My best friends are giving each other oral sex right next to me as I watch. Dawn is up over Jeremy sucking him as I watch and I see his testicles, his balls, right under where Dawn has his dick in her mouth and I reach under and between his legs and gently see how they feel.
Soon, Dawn is pushing down on Jeremy's face which is all wet and she's sliding and slipping all around, moaning over and over and I hear sucking sounds from down there when she moaned on and on and on, pressing down on his mouth.
Then, from Jeremy, "UUH, UUH, UUH, UUH, uuh, uuh, uuh, oh, Dawn, baby, oh, that was so good."
In a minute, Dawn got up and turned around and said to me, "Here, look in my mouth, that's his cum," and she opened and stuck out her tongue all covered with white-looking goo.
"Mmm, wanna taste?" she asked.
"I guess," and she leaned forward and kissed me with her mouth open so I opened mine and she squirted some of the liquid into my mouth. It didn't have much in the way of taste, just a bit salty and slippery.
"What did you think?" asked Dawn.
"Of the taste or what you two just did?"
"Well, both, I suppose."
"The taste was okay. Really not much to it. I don't see why some girls don't like it but then, there's others, who say they love it. Seems fine to me."
"Oh, that was so sexy. Just so hot. You two really look so sexy and beautiful when you do that. It is really hot. And, Dawn, was that an orgasm you had? It really seemed to make you moan a lot and then shake all over."
"Oh, yes, baby, that was an orgasm. A really good one. A lot of my best ones are when Jeremy does me with his wonderful tongue. He is the best."
"Well, it sure looked great from here."
"Just wait until it happens to you. Your first time having a guy kissing and licking and tonguing your pussy will be unforgettable."
"Would Jeremy, uh, maybe, um..."
"What, Andrea, I told you to ask anything you want of us and we'll never get mad or upset."
"Would you let Jeremy do that to me?"
"Oh, Andrea, I'm sure he'd love to, right, Jer?"
"This would be your first time, right?"
"Yes, it doesn't hurt, does it?"
"Oh, no, it feels really good, I just want to get us both in the mood, if that's all right," and he lays me down and gets next to me and begins kissing me, french kissing me and his hand is rubbing all over my stomach and abdomen. Oh, this feels so good.
"Maybe you should take your bra off, Andrea," Dawn suggests, so I reach around and nervously undo it and slip it off.
"You have very pretty breasts, Andrea, really pretty. Have any boys seen them before?"
"No, I've never had my bra off before with anyone else."
"Well, they're very pretty."
"They're so small. Not nice like Dawns. I wish mine were like hers."
"Oh, honey, mine were like yours when I was your age. They're just fine. And, Jer is right, they are very pretty. I bet he'd like to kiss them, they're so pretty."
Jeremy looks down at me and I smile at him and he leans over and begins kissing my breasts and licking on my nipples.
Oh, this feels heavenly. I never felt this wonderful in my life. I've rubbed on my special spot many times but this was so much better. Then he began sucking my nipple and gently squeezing my other nipple as I felt the front of my pussy being gently rubbed. It must be Dawn.
"Oh, you're making me feel so good, just so good," and I spread my thighs apart and felt Dawn's hand now dip down and rub along my wet slit. Dawn leaned over and began to kiss me, french kiss me, as she rubbed my pussy and Jeremy sucked my nipples.
I was shaking with more excitement than I have ever felt before, Dawn was rubbing up into my slit now going just a little inside and also rubbing up along that wonderful little spot that I love to rub. Then, my whole body erupted.
"OH, OH, OH, OH, OH, OH, OMIGOD, OH, oh, I can't breathe, I'm just so ... oh, oh, just keep ... oh, oh, don't stop, oh, make me feel good, oh, make me feel good, I can't move, just, oh, oh."
I collapsed back on the bed and Dawn kept slowly rubbing my pussy and Jeremy was rubbing my stomach. I slowly began to see things in the room again.
"Oh, baby, you sure had an orgasm that time. A big one. Your first," said Dawn.
"If that's an orgasm, they are wonderful. I've never felt anything that good in my life. Oh, I just can't move. I feel so good."
And Jeremy and Dawn were kissing me all over my body. It just felt so good. Tingly, everywhere.
"Are you happy, Andrea?" asked Jeremy.
"Oh, yes, this has been wonderful. I've never felt so good before. I love you two so much for this."
"I never ever got to lick your pretty little pussy either. Would you still like me to do that? Looks like you're still wet."
I reached down and wiped my hand across my pussy and Jeremy was right, I was sopping wet and was making a big wet spot on their sheets.
"Oh, I'm ruining your sheets."
"Don't worry about that, Andrea, we like to sleep on sheets that have lots of love stains on them. We try to put even more on them before we finally wash them. Then we start all over. Fun, huh?"
"You two are just wonderful," I said as the both continued to rub their hands over my body. It felt so sexy and relaxing, both.
"Jeremy can lick you if you want," said Dawn.
"It looked so wonderful when he did it to you, yes, I'd like it, too."
So, I spread my legs open and Jeremy got up between my legs and began kissing up my inner thighs, then licking where he had kissed. Dawn began sucking my nipple and he kissed and licked all around but never right on my cunny where I was aching for him to go. He went on and on until it became almost torture. I was moving around trying to get him to lick me right on my pussy's lips but he didn't. I knew he put his tongue right in Dawn's pussy, right inside. Oh, that's what I wanted so bad.
"Oh, lick my pussy, please, Jeremy. I want you to so bad. You've gone all around. Please lick me right in the middle, please."
Finally, finally, he pushed his tongue into my slit then reached up and pulled my pussy's lips apart and licked up and down pressing his tongue up into me.
"OHHH, OHHH, OHHH, OHHH, OHHH, OOH, OOH, OOH, I'M JUST SO ... OH, OH, OH, Oh, Jeremy, oh, oh, that feels so good, oh, keep going, don't stop, make me feel good, oh, make me feel good. Oh, I love you so much, just lick me more, oh, please, more, more, oh, please."
Dawn was rubbing my stomach which felt so calming after all I had just been through.
"Oh, baby, you had a great orgasm. I'm envious. It just looked so great."
"I never felt anything like this. I just love you both so much for showing me how to feel so good. And how good orgasms are. I've had two now and I can't believe how wonderful they are. And I want lots more."
"We can help you have all the orgasms you would ever want, sweetheart," said Jeremy. "You have the sweetest-tasting pussy. I love licking it."
"We just want that pretty little body of yours to enjoy as much pleasure as you want to have, Andrea," added Dawn. "I'm just so worked up with you having such a good time that I'd really like to have Jeremy make love to me. I just want him so much right now, you can understand, right?"
"Oh, yes, it's all been very sexy."
"So, we're going to make love, now, if you want to stay and watch us love each other, that's fine, it's up to you. Or you can go and put on a video and we'll be out in a while."
"Well, um, if I could watch, you know, if you don't mind, I'd like to."
"Sure, honey. We think it's the best way to learn, anyway."
So, Jeremy got down between Dawn's legs and began licking her pussy and she had her head thrown back and was moaning.
"Mmm, oh, Jere, baby, that's so good. Get me good and wet and hot. Mmm, oh, I'm ready, oh, I'm really ready," and Jeremy got up, his big penis sticking straight out, and put the end of it right up on Dawns pussy lips and shoves his hips forward and I watched as his penis went in about halfway.
"Oh, yeah, babe, that's what I want. Gimme all of it. Mmm," and he pushed in further and was all the way inside as he began going in and out. His penis was very wet whenever he pulled out, Dawn must be really wet inside, I thought.
"Oh, Dawn, you feel so good. Oh, I just love fucking you. You feel so good."
"Yes, oh, yes, oh, I'm so horny, just fuck me, Jere, just fuck me. It feels so good."
They were going slowly some of the time, then would speed up and go faster, sometimes, then Dawn would twist her hips around lifting up off the bed as Jeremy went in and out. I can't believe I'm watching two people making love, fucking. Wow. They just don't even seem to be aware that I'm here in the room with them, on the same bed even. I can't help but rub my cunny some.
"Push in, hon, hard, all the way in. Oooh, yeah, deep, mmm, yeah."
"Oh, I'm not long, mmm. I'll fill you up with my cum pretty soon."
"Ew, I'm close, too. Just keep ... UHNN, UHNN, UHNN, UHNN, UHNN, uhnn, uhnn, uhnn, uhn, uhn, uh, uh, ew, ew, oh, that was so good, oh, so good. Cum in me baby, fill me up."
"Oh, I'm there, oh, I'm cumming, I;m ... UUH, UUH, UUH, UUH, UUH, uh, uh, oh, Dawn, oh, baby, you are so good, oh, man, that feels so good."
He was laying on top of her, I think he still had his dick inside her, I couldn't tell for sure, and just kissing and hugging each other. What a thing to watch. They were really beautiful and it was so intense, so dramatic. I can see why they like to do this.
"I almost forgot you're here, Andrea. Mmm, we're just coming down off the cloud right now. It was so wonderful," whispered Dawn.
"Oh, it looked wonderful. You two are awesome. I can't believe you let me watch."
"Well, Andrea, we want you to understand what real sex between real people is like."
Jeremy shifted off Dawn and they got on either side of me again just petting and stroking me all over with their hands. I closed my eyes and just enjoyed the feelings.
"Feel nice, Andrea?" asked Dawn.
"Oh, really nice. Especially Jeremy."
His hand was rubbing across my breasts and now I felt Dawn's hand go over the front of my pussy. Mmm, that was nice. I moved one leg up so my cunny was more open and she began rubbing me there nice and slowly, over and over.
"Feel good, baby?" Dawn asked.
I was getting more and more excited and my breathing was heavy and that tingly feeling was throbbing through my middle.
"Oh, you're making me feel really good. Just wonderful. It feels so good, what you are doing."
"You're really wet, look at my hand," Dawn said as she lifted her hand up for me to see. It was glistening with my wetness.
"I'm just so excited by all this."
"Do you want us to stop, honey? We'll stop whenever you want. You just tell us."
"Oh, no, on, it's just so good, it feels so good."
"That's what we want. For you to feel good, really good."
Then I felt Dawn's finger go inside me.
"Oh, oh, do that more. oh, please, Dawn, more, oh, oh, oh, that feels so good. Oh, my cunny, oh, OHH, OHH, OHH, OHH, OHH, ohh, ohh, ohh, oh, it's so good, you make me feel so good. I love you both so much. Oh, please keep your finger in me, Dawn. I love it there. Oh."
Dawn was french kissing me as she was putting her finger in and out of me and Jeremy was sucking one of my nipples. I was exhausted, just laying there in a fog of happy, sexy feeling as they soothed my body.
"You've had an exciting evening, Andrea," said Jeremy. "We don't want this to be too much for you, honey. How is it so far?"
"Oh, I've never dreamed I could feel this good. You've shown me so much, made me feel so good. I just love you two so much. Thank you, thank you."
"Honey, there's a lot more to sex than what we've done tonight. Just think. If you think tonight has been good, there's more we can do in the future, if you want."
"Oh, yes, yes, please, more, I love all we've done. I want to do more for you and Jeremy, too. Lots more."
"We'll have plenty of time, Andrea. Lots of time. You must be really tired. Maybe it should be bedtime, huh?"
"I am really tired, but I'm so happy. Really happy."
"Would you like to sleep with Jeremy and me tonight? We sleep just like this, in the nude, all nice and comfy. Or you can use the other bedroom."
"Oh, I want to sleep with you two. I like being naked with you."
"We like it, too. So, it's a deal. You'll sleep in here with us."
"Let's brush our teeth and get ready for bed, we've all had quite a time," said Dawn.
We all snuggled in bed and I felt their hands caressing me as I fell asleep exhausted from my first night of sexual awakening.