In high school, I was a good girl and wanted to save myself for the right guy. Um, well, I guess the honest truth also includes the fact that I never knew any guy in high school who I either wanted or trusted to take my cherry. Mom always said to be honest.

I was a junior and it seemed that most of my friends had lost their virginity well before now and even for a few, it was in the beginning of middle school. I couldn't help but hear so many of my friends talking about how wonderful sex was, how great it was to have your boyfriend eat you out, then fuck you good. Oh, I'd heard it all and, yes, I was envious and, yes, I was ready.

So, one day, when I was over at my best friend, Karen's, house the subject got around to sex and I told her what had currently been on my mind.

"You know, I've always thought I would wait for 'Mister Right' to come along and that's who I would first have sex with. But, I don't know. Everybody talks about how great sex is, how it feels, how they love having their pussy licked, fucking non-stop, all that. And, all I've got are my fingers and Dianne's old vibrator." (Dianne is my older sister.)

"Well, Sara, all you need is a guy."

"Oh, brilliant. Any suggestions?"

"If you're really serious, I'd do it."

We both wheeled around and there was Ben, Karen's younger brother. Truthfully, Ben had always been somewhat of a pest growing up but, in the last year or two, he had gotten some height, some muscles and his wavy black hair and deep blue eyes were actually quite fetching. He stood there wearing just basketball shorts, bare-chested, he could have been a male model the last year or so.

"I couldn't help overhear what you said and I could do it."

"Look, twerp, you don't even know how to jack-off properly. Let her get a guy with some experience. Just leave, Ben," Karen barked at him.

"I've done it and there's several girls that would tell you just how good I am in bed, Karen. I've done it a lot more than you think I have."

While they were going back and forth at each other, I was sitting there looking him over, yes, he had become a rather sexy young man. Nice, really nice.

"Well, maybe Ben's got more experience that you know, Karen," I added to the discussion.

"Well, at least it kind of keeps it in the family, in a way," Karen offered.

Well, he's pretty cute, I was thinking, he was right here, ready to go, so to speak, I was ready, as well, hmm.

"Show us what you've got, Ben, pull it out so we can see," said his sister.

"Um, I'll do that with Sara but not with you in the room."

"Well, look, what the hell, you two go have some fun," Karen said and I got up and asked Ben to show me where his room was.

We went down the hall into his room and closed the door where we both stood looking at each other.

"Um, Ben, I guess, if we're going to do this, we should get undressed, right?" and I began getting undressed and was soon standing naked in front of him still wearing his shorts.

"Ben, are you joining me?" and he jumped slightly and pulled down his shorts and stood there. His penis was large, I'd never seen one on a grown boy and it kind of hung down a bit, all long and pink.

"We'll need a condom, Ben, I'm not on the pill," as I watched his penis swaying slightly. I was now very interested in having sex with my best friend's brother.

"Um, oh, yes, I've got some. Right here," and he digs in the back of his drawer and pulls out a condom and opens the foil wrapper and rolls it on to his stiff penis and stands there.

I was now wondering if he really had any experience at all or if he was just bluffing his way into my panties. Nonetheless, his naked body was giving me rather wonderful feeling between my legs.

I got onto his bed and, when he just stood there, I said, "I'm ready, Ben, come join me," and he lay down next to me and I began rubbing on his sheathed penis and reached over, took his hand and led it between my legs where I told him it was okay to touch me there and he began rubbing my wet slit.

"You look beautiful without your clothes on, Sara. Really beautiful."

We rubbed each other for a few minutes, I knew that I was pretty wet inside so I whispered, "You can do it now, you know, we can have sex," and he got up between my legs and he held his penis as he shoved it against me, trying over and over to get it inside me.

"Let's do this," I said as I lifted my legs high and put them on his shoulders giving him a clear shot into me. He pressed up against me as his penis went in about half way, then he pushed again and went all the way in.

I was really wondering if he'd ever done this before, I was thinking, not.

"Uhh, uhh, uhh, oh, I've...".

It seems that Ben had cummed less than a minute after putting it in me.

"Can you try some more, Ben?" I asked and he pushed, then pulled, then it just more or less collapsed and his dick came out all limp and floppy.

"I'm sorry, Sara. I just let you down, I'm so sorry."

I held him and felt him shaking slightly as I realized he was crying.

"I lied, I've never done it before, ever. And now, I can't even get a hard-on," and he slumped in my arms naked and sobbing. But naked. As I held him, I pulled his lean, muscled body tight against me, realizing that although he had a sexy body, he was just fifteen and inexperienced, now embarrassed in front of a seventeen-year old girl.

I held him and kissed his face, licking the tears away.

He reached down and pulled off the sagging condom filled so quickly with his cum, embarrassing evidence of his innocence and inexperience.

"I'm so sorry, Sara, so embarrassed, I'm such a failure. I can't even get a hard-on so I can satisfy you."

"Let's just take our time, Ben, it's okay. Karen will never know, I won't tell her, let's just relax and hold each other. It's nice being naked with me, right?"

"Oh, it's wonderful, you are so pretty, the prettiest of all Karen's friends. That's why I so much wanted to do this, it's why I lied about what I'd done with other girls. I hope you don't hate me."

"I think you're very sweet, Ben. It's nice that you thought about me like that. That you wanted me, you know, sexually."

"Oh, I've dreamed about you for so long. Every time I go to bed and, well, I think of you, and I, uh, I think of you a lot."

"Do you masturbate while you think about me? Is that what you're saying?"

"I hope you're not mad, but, yes, I do, I think of you every time I do it."

"How do you think of me, Ben, what are we doing when you are thinking of us together?"

"Like we're having sex or you're down, um, well, like, uh, giving me oral sex."

"Like this, Ben?" and I got up on my knees and lifted up his cock which, now that we were calmly talking about sex together, had gotten somewhat more erect and I lowered my lips over it and began sucking him. I could feel it grow and harden as I sucked and then I felt his hand on my butt, slowly rubbing up and down, so I widened my legs apart and his hand slipped between my thighs and started rubbing my wetness.

I sucked his penis for several more minutes, he was hard, very hard and his dick filled my mouth. Now I wanted it filling my pussy. I pulled up off him and asked, "Think we can try it again, Ben?" and he got another condom, put it on and pressed into me and began thrusting in and out.

"Mmm, Ben, you feel so good inside me. Is it good for you?"

"Oh, it's wonderful. This is how I've dreamed about being with you, like this," as he rubbed my breasts. I had my hands on his hips guiding him in and out of me and it was feeling wonderful. All my friends were right. Fucking is wonderful. The best.

I've masturbated many times so I know the signs of an orgasm when it begins to get close. And, that 'warm pussy' feeling was there, I knew my young lover was over his temporary lapse, he was good and hard inside me now and it felt wonderful.