© Copyright 2004

At thirteen, I was about as sexually frustrated as a young boy could be. My friends and I would go down to the corner drugstore and giggle and point at the pictures in the girlie magazines until the owner finally noticed us and kicked us out. He tried to sound gruff, but when he wasn't looking, every once in a while, I'd catch him smiling, as if remembering his own adolescent years.

Once in a while, we'd camp out in somebody's back yard. Invariably, someone would bring a sex book or magazine filched from a parent or older brother. After reading and getting all excited, we'd always wind up with our little peckers in hand, teasing each other about the size, shape, or hairlessness of one another's prized possessions. Rarely, when it was just a few of us, we'd get into a tentative group grope.

It always felt better to have somebody else touch me, even if it was another boy, and somehow, another boy's penis always felt strange and wonderful, even though it couldn't have been much different than my own.

Of course, our El Dorado, our Holy Grail, was to 'make it' with a girl. None of us, though, was brave enough to try, so we sat in our tents in somebody's back yard and told each other stories of what we'd do when we finally got to 'do it'.

In those days, of course, those sessions with each other were the only sex education most of us got, so none of us knew squat about sex, though we bragged and talked to each other as if we were experts.

For me, though, that all changed one day.

I knew of a little glade in the woods near our house that was quiet and peaceful and no one else seemed to go there. That was where I kept my stash of illicit sex pictures, books, and magazines in an old ammo box under a log. I'd sit for hours in the shade of the leafy canopy and study the worn, stained pictures, or masturbate while reading one of the stories for the thousandth time. I didn't even know what an orgasm was! All I knew was that if I stroked my dick long enough, while reading those stories or looking at those pictures, I would suddenly get the most wonderful rush, and some slimy fluid would come out my pee hole.

On this particular day, I was preoccupied with having caught a glimpse of Cindy Mason's little flowered cotton panties as I followed her up the stairs at school. I was in a hurry to get my pants down and start stroking, so I was halfway across the clearing before I noticed that there were other people there!

I stopped dead in my tracks at the sight of a young man and a pretty young woman sitting side by side on my log, grinning at me!

I was so shocked that it was a moment or two before I noticed what they were holding. When I did, I must have turned beet red with anger and embarrassment.

"These yours, kid?" the young man asked, waving a bundle of pictures at me.

Suddenly, my anger turned to fear! What if they told my parents? It'd be Dad's belt, for sure!

I just stood there, mouth working silently, brain flailing helplessly at the insoluble problem of what to do, what to say!

"Hey, kid," the lady said, giving me a smile. She looked like one of the girls in my pictures, she was so pretty. "don't be afraid! We're not going to tell anybody!"

The guy nodded, "Yeah, man, we were just lookin'. Hope you don't mind! You've got quite a collection here!"

"Um, uh, most of it's pretty old." I mumbled, relieved.

To my astonishment, the lady gathered her skirt and moved a little way away from the guy on the log. Smiling again, she patted the wood between the two of them and said, "Why don't you come over here and sit with us? You can show us which ones are your favorites!"

In a daze I did as she asked, almost fainting from the idea of being so close to such a pretty woman, while her perfume intoxicated me even further. I couldn't stop staring at her beautiful face and when her long, lustrous brown curls wafted across my cheek, I thought I'd died and gone to heaven.

The spell was broken when the guy stuck his hand out and said "Hi, kid, I'm Ron. This here's my girlfriend Carol!"

I shook his hand, embarrassed that he might have caught me staring at his girlfriend, and when she extended a pale, slender hand, I shook that, too.

"What's your name, kid?" Ron asked.

"Uh," I cleared my throat and finally managed to croak, "Tommy, uh Tom!" Trying to sound as old as possible.

"Nice to meet you Tommy!" Carol said, and Ron followed up with, "Yeah, Tom! Hey, thanks for lettin' us look at your stuff, here!"

I sat scrunched between them as they leafed through the tattered books and magazines, trying to make myself as small as possible, and especially trying not to make contact with any part of Carol's anatomy.

My embarrassment was complete when she leaned over me to show something to Ron, and the soft, fabric covered warmth of her breast mashed against my bare arm. I wanted to shout to Ron: 'It's not me! I'm not touching her on purpose!' At the same time, I wanted to jerk my pants down and jack off just from the knowledge that that soft orb was touching ME!

Ron nodded at what she showed him and went back to looking through the stuff he held, apparently not even noticing that her luscious mound was squashed against me.

Carol shoved in front of my face a magazine with a picture of a busty blonde, apparently in the throes of passion, with her tongue protruding from her mouth. The blonde wore nothing but a skinny pair of high heels.

"What do YOU think, Tommy?" she asked holding the picture next to her face, "Is she prettier than me?"

"Oh, NO, Miss, uh I mean Carol!" I blurted, "You're WAY prettier than her!"

"But," the brunette pouted, "her tits are so much bigger than mine!"

Oh my GOD! This lovely lady just said 'TITS'!

"Um, I, uh, yours, uh, what I mean to say is, um, well," I stammered, finally sputtering, "I think yours are the most beautiful tits in the world!"

I almost died with embarrassment when she giggled.

Ron just leaned over and stage-whispered, "That's what I keep tryin' to tell her, Tom, but she's got some crazy notion that if a girl don't have huge knockers, she ain't pretty!"

Carol pouted and said, "Fat lot YOU know, Ronald Winters!"

Then, turning back to me, she said, "Besides, Tommy, how can you say that when you haven't even SEEN mine yet!?"

I started to stutter a reply, when to my amazement, she started undoing buttons on the front of her dress. When she was done, the light cotton fabric hung open from the waist up, and exposed a padded cotton bra. It had no lace or adornment of any kind, but it was THE most erotic sight of my young life, up to that point. She did something behind her back, then, reaching into one sleeve, then the other, and doing something that involved pulling back the arm in the sleeve she was working on, she tugged on the front of the bra, and like magic, it came away in her hand.

I was not so distracted by the way she got the bra off that I didn't notice the most lovely pair of REAL breasts peeking out at me from the open front of her dress.

Carol pulled the fabric to the sides and, pushing her chest toward me, said "See? They're too small, huh!"

I stared, mesmerized, shaking my head slowly from side to side. I cleared my throat a couple of times and finally managed to croak, "Uh, UH! They're beautiful!"

Ron nudged me in the ribs and said, "That's right, huh, kid? More than a mouthful's just a waste, ain't it!"

I was embarrassed at the two of us sitting there judging lovely Carol's breasts like she was a piece of meat, but my chest swelled with pride at the way Ron treated me as if I was at least as experienced as he was.

"Um, yeah," I answered, then boldly, "and that's the best looking mouthful I ever saw!"

"Oh, Tommy," Carol cooed, wrapping her arms around my head and drawing it between those lovely mounds, "you say the nicest things!"

I looked wildly out of the corner of my eye to see if Ron minded my head being between his girlfriend's tits, but he seemed to have gone back to reading.

"You can if you want to, Tommy." Carol murmured into my hair.

"Um, 'can' what?" I mumbled into her soft flesh.

"Suck on them, silly!" she whispered, "Go ahead and see if it will all fit in your mouth!"

"Uh, what about, uh, you know, uh, Ron?" I whispered back.

"Oh, he won't mind!" she replied, out loud, "He likes to share me with other guys, don't you, Hon?"

Her boyfriend gave a non-committal grunt.

With another quick glance at Ron, I bent to my task.

HEAVEN! It was softer, squishier, and warmer than I ever imagined! Her little pink nipple was like a hard little pebble, and the little round patch of crinkly pink flesh around it felt rough on my tongue.

I opened my mouth really wide and sucked, and sure enough, the whole soft, velvet covered mound elongated and slipped between my lips.

Carol cooed and ran her hands through my hair, saying, "Oh, yessss! Ummm that feels so good, Tommy! Now use your tongue all over, especially on my nipple!"

I was an eager student, and did as she asked, drawing sighs and gasps from her.

I was lost in my worship of the beautiful mass of flesh in my mouth, when my reverie was broken by Ron's voice.

"You ever had sex with anybody, kid?"

For a moment I considered lying, or pretending I hadn't heard, but ultimately, reluctantly, I released my prize and shook my head.

"Nah, I guess I'm not much to look at," I murmured, "none of the girls even notice me."

"Hey," Ron said, slapping me on the back, "that'll change! You're a good lookin' kid! 'Fore long, those girls'll be begging for a piece of you! You just need a little confidence."

"Tell me something, Tom," he continued, waving the papers in his hand, "do you masturbate when you look at this stuff?"

"Master- what?" I asked, confused.

"Masturbate, you know, jack-off, pound your pud, beat your meat!" he replied, making the pumping motion with his hand that cleared it all up for me.

I never even knew that what I did in this little glade had a name, and now, it seemed, it had several!

"Uh, yeah." I muttered.

"Well, that's a kind of sex." he continued, "What about your friends? Do they beat off too?"

"Um, I, well," I stammered, "I dunno. Guess so."

"I bet when you guys get together," he leaned toward me and spoke in a conspiratorial whisper, "you talk about sex, don't ya?"

I cleared my throat again, "Uh, yeah, I guess."

"Bet you pull out your willies and play with them too!" he continued.

I just nodded this time, staring at my feet, hands jammed under my legs.

He leaned even closer. I could smell cigarettes on his breath when he rasped, "Betcha play with each other's willies too, huh?"

I fidgeted and didn't answer, but Ron sat up, and said out loud, "Hey, don't worry about it, Tom. All boys do that. Hell, at your age, I was the horniest sucker around, and I didn't care WHO touched my dick, as long as SOMEBODY did!"

His laugh put me somewhat at ease, but what he said next floored me:

"Wanna fuck Carol?" He asked, the way I might say to one of my friends, 'Wanna ride my bike?'

I glanced at Carol who still sat with her chest bare, but she just smiled, like she was used to Ron asking other people to fuck her.

"Y-you mean it?" I stammered, "You'd let me fuck her?"

I felt awkward asking him, so I turned to her, "You'd let me, uh, you know!?"

Carol giggled and Ron said "Sure, kid! You let us look at your dirty pictures and stuff. It's only fair that you get somethin' in return!"

I looked longingly at Carol, knowing it had to be some cruel joke they were pulling on me, but she gave me a sexy smile, and stood up to let the dress fall into a pile around her feet. Her white cotton panties soon followed.

I sat on the log, mouth agape, gazing at a sight ten times more erotic than anything in my magazines - a real, live, naked, beautiful girl!

Carol stood letting me look at her for a while, then raised her hands above her head and did a slow pirouette. The side and rear views were, if anything, even sexier!

"So what do you think, Tommy?" Carol asked, "Do I measure up to those girls in your pictures?"

"Oh, Miss Carol!" I gasped, "None of those girls could hold a candle to you! You're the most beautiful lady I've ever seen!"

They both laughed and Ron said, "Don't you think you'd better get your clothes off, boy? Gonna be hard to get a piece of that fine ass with those jeans on!"

In a flash, my clothes lay strewn on the leafy carpet around my feet, and I stood naked as the day I was born, my pecker bobbing in the breeze with some kind of clear fluid dripping from its tip.

"Oooh, that's a nice one, Tommy!" Carol cooed, "you're pretty well hung for somebody your age!"

When she grasped that shaft with her soft, slender hand, I jerked like I'd been poked with a cattle prod! Oh what a feeling!

Ron was taking his clothes off, too, and paused long enough to say,"Better suck him off, first, Baby. Otherwise he'll blow before he's inside you."

I wasn't sure what he was talking about, but when the brunette's ruby painted lips engulfed my throbbing shaft and slid halfway down its length, I was all in favor of whatever it was that he said!

I felt the bulbous tip of my dick slip through the opening of Carol's throat as her lips buried themselves in the sparse little patch of pubic hair I was just starting to grow. When she moaned and twisted her head from side to side around my embedded pole, I lost it! My dick turned inside out and a huge quantity of something blasted out my pee hole!

Ron's girlfriend only moaned louder and swallowed every drop of my first real ejaculation. My thirteen year old dick never lost its rigidity, and when the sexy lady swirled her tongue around the over-sensitive tip as she withdrew it from her mouth, I thought I was going to pop again!

"Mmmmm, Tommy!" she groaned, "Your stuff tastes so sweet! You can cum in my mouth any time!"

My pecker bounced in answer, but I could think of nothing to say, so I nodded in unison with my bobbing dick.

Ron spread a plaid blanket on the leaves of the clearing, and Carol lay on it, knees up, her arms beckoning me.

How could I refuse? I had seen the pictures, so I at least had a vague idea of what I was supposed to do. In a flash, I was kneeling between the lovely brunette's tender thighs, stiffy in hand, and aimed at the hair lined gash before me.

"That's right, sugar," Carol cooed, "shove that hard teen-aged dick in me! I'm nice and wet for you, honey, so just jam it in there!"

I was always an obedient child, and with an incentive like that, I wasted no time in complying with her orders. The entire length of my teen-hood slid into her depths on the first stroke. I lay upon the soft body of my first real, live girl, and savored the moist, heated silken tissues that caressed my longing penis. I hadn't heard of Nirvana in those days, but that seems the best way to describe, now, how I felt then!

"Oooh, yeah, baby!" the lovely lady whispered in my ear.

Her legs wrapped around my waist and her heels dug into my butt.

"Fuck, me, sweetheart!" Carol continued, "Fuck me good!"

Like a rabbit, I went about trying to fulfill her wishes. My hips must have blurred as I pistoned rapidly in and out of her clasping honeypot.

Carol's nails dug into my buttocks and she said,"Uh! Uh! Oh, slow down, champ! We've got time, just let me catch up!"

When I did as she asked, she continued, "Ooooh! Oh yeah, baby! Just like that! Oh! Now, swivel your hips a little. AAAHH! That's it! Oh, you're a natural, Tommy! Keep doing that! Oh yeah!"

I was in heaven! Who'd have dreamed that a thirteen year old nobody like me would get to fuck a beautiful woman like this? Nobody's hand could possibly feel as good on my throbbing member as the wet, warm, pulsing tube of Carol's sweet pussy!

"Now, Tommy, start speeding up, but take your time about it!" Carol urged, "I'm getting close! Oh, yes!"

My hips churned faster and faster, and I could feel a tingle starting somewhere in my lower abdomen.

"Are you getting close, dear?" Carol asked.

"Um huh, I think so!" I gasped.

"Good! Faster!" she urged, "AAAAAAARRRRRRGGGGGHHH!"

The brunette's sharp nails raked my back and buttocks and her legs locked around me, driving me as deep into her sweet body as possible. Her hips arched, lifting me off the ground, and the pulsations of her delicious love tunnel triggered that mysterious something that had been tingling in my groin.

For the second time in my young life, my sex organs turned themselves inside out as I blasted the inside of the clasping glove of her spasming vagina with my voluminus discharge!

I lay on top of the lovely Carol, both of us breathing hard in the aftermath of our mutual explosion, until Ron grabbed me by the shoulder and pulled me off.

"Come on, Kid!" he said, "It's my turn, now! I'll take sloppy seconds!"

My mother had been pretty good about teaching me manners, but she'd never covered this situation, so I just stood there, naked and confused, as Ron turned his girlfriend onto her hands and knees and shoved his own sizable member into the hole I'd just vacated.

Carol's cries echoed through the forest as Ron pounded her unmercifully. My own dick rose again, just watching the wild action before me.

Ron noticed and said, "Stick that thing in her mouth and shut her up, kid!"