I was thirteen, a guy, thirteen. So, you already know what was uppermost on my mind, right? Every waking moment, correct?

And I was no different from my best friend, Kenny. It was pretty much all we talked about, girls and sex, and we each had a stash of magazines, the usual Playboys and Penthouses, with a few harder ones thrown in.

On the day this all happened, we had a bunch of them spread out open on Kenny's bed, regaling about what we would each like to do to every one of the girls displayed before us when we both heard a squeak of his bedroom door as his fifteen-year old sister, Sandi, walked in.

We tried to cover the magazines, luckily, our dicks weren't out, when we heard her say, "Oh, it's so obvious what you two are up to. Drooling over girlie magazines, dreaming you're doing each one of them, right? So pathetic. How would you like to see a real, live girl naked?"

When she came in the room, my cock deflated like a popped balloon. When she said what she just asked us about seeing a real, live girl, my dick went up faster than the Space Shuttle at launch.

You already know what Kenny and I said, right? Right. She turned and locked his bedroom door and pulled her top up off her head, reached back and as we watched with wide eyes, her bra sagged momentarily then slid right off her downstretched arms on to the floor.

Wow! There she was. Her red hair down to just about her shoulders, freckles, really all over her, about five-five, maybe, well, I don't know girl's weights very well, just really nice, nice figure and her tits ... oh, perfect.

They were perfect cones. Each one kind of angling a bit off to the side, each about the size of a grapefruit, tipped in tiny, dark red nipples standing out in the middle of a swollen part that was the outer part of her nipple.

The room was absolutely quiet except for perhaps our heartbeats pumping blood away from our heads and into our dicks.

"Oh, Sis, you are so beautiful, just perfect."

"Sandi, you beat any of these girls here," as I gestured at the magazines spread out before us. And she really did.

"Let me see some of these girls," she asked as we slid a few magazines her way.

"They have some pretty pussies. Wanna see mine?"

All we could do was nod as she began pulling off her shorts to stand there in the smallest pair of panties I'd ever seen. Well, since I hadn't ever seen any small panties, that really doesn't mean much. Just believe that they were smaller than any bikini bottoms I'd ever seen. Tiny.

And, no hair. None. And it wasn't possible to hide any hair in these panties, either.

"Like my panties? Mom doesn't know I have any like this. Let's just say I have an admirer that likes to buy them for me. Nice, huh?"

"Wow, I've never seen anything like them. They sure don't hide much, Sis. You look so hot, I never knew you wore anything like that."

"Well, I don't have to wear them now. Want me to take them off, boys?"

Again, we did all we could, we nodded.

And, off they came. She walked over to the side of the bed I was sitting on, looked at me, and asked, "Better than the magazines, Mike?"

"Oh, lots better, lots better," I stumbled as she slowly rubbed her fingers along the slit between her legs, just standing maybe a foot away from me.

"It sure looks pretty," I mumbled as well as I could.

"Well, I think it would be fair if I get to see what you guys have. Let's get you two naked, okay?"

Kenny pulled off his shirt as I stood up, right next to Sandi, and yanked mine off overhead. Then Kenny, on the bed, was lifting his hips as he slid his shorts off, quickly followed by his white briefs.

"Well, Mike, let's see it, come on," and I pulled my shorts and briefs off in one pull and kicked them off to the side.

She didn't just look, she reached down and took it in her hand. My dick ... in her hand. For the life of me, I don't know why I didn't cum right then.

"Stand up, Kenny, both of you stand over here together," and we each stood side-by-side and she reached down to take hold of both our cocks to begin rubbing them.

"Let's see who's bigger, you, Mike, or my little brother. Well, he's not so little, really. But, Mike, you're pretty nice, too," she said as she jacked us both standing there.

"You got a ruler, Kenny?" she asked and he turned and got one out of his desk drawer and handed it to her.

"Okay," she said as she let go of our cocks, "let's see who's bigger. Um, I'll get each of you as hard as I can, then we measure, okay?"

And she knelt down and looked at my cock as she took hold of it. There was a drop of clear liquid out on the end which she licked right off.

"Mmm, you taste nice, Mike," she said then put her mouth over my cock as I watched with amazement and began sucking me. Nothing in my entire life's experience had ever even come close to feeling as good as that did. Kenny was looking at me, then at his sister, then at me, just as amazed as I was over what was happening.

I've jacked-off a million times but, oh, this was so much better, then she lifted off me and put the ruler right alongside my oh, so happy dick.

"Five, uh, mmm, five and three, no, seven-eighths inches. Just under six. Okay, Kenny, now you," and she swiveled and I watched as she started sucking her brother's cock. Then, she slid off him and measured.

"Um, five and a half, no, um, five and five eighths. Wow, Mike's bigger. Sorry, Kenny, maybe I didn't suck you right."

"Oh, it felt pretty right to me, Sis."

"Okay, Mike, you've got the biggest dick, I'll suck you off first," and she turned to me as I stood there and began sucking me right up to heaven. I arched my back as she fondled my balls underneath while I struggled to keep from screaming my lungs out.

"Mmm, that feels so good, Sandi, mmm, oh, yeah," and she sucked on and on, running her tongue around the tip of my cock as she sucked. I was a horny thirteen-year old kid, it just didn't take much to make me cum and soon I was spurting into her mouth groaning as I spent my load.

She pulled back as my cock dropped down some and licked her lips.

"I like your cum, Mike, tastes good. You might just get some more of that sometime."

"Now you, little brother, ready for the suck of your lifetime?" she asked as I watched Kenny's dick disappear into his sister's mouth as he began to moan.

I stood there and watched as she sucked her brother's cum out of him, then told him he tasted good too and if he was a good brother maybe he'd get some more as well.

"Now, Mike, that was a great blowjob, right? Best one you've ever had, right?"

"The only one I've ever had, really."

"I'll have to see that you get some more, then, but right now, all this has made me horny, really horny. So, I want you to lick me off, oaky?" and she laid down on Kenny's bed, put her feet up next to her hips and widened herself out showing us her beautiful, pink bare pussy wide, wide open.

I knew what she wanted so I got down and began licking up and down. I licked all around and, never having done anything at all like this before, hoping that I was doing it right when I heard her say, "Open up my pussy with your fingers and lick up inside, get way up in my hole," and I did just that, seeing an opening that went up inside.

I tongued into the hole, wiping my tongue around and around and she began moaning and squirming around as I did it.

"Mmm, yeah, are you taking notes, Kenny, on how to get a girl off licking them. Watch Mike, you'll see."