Since we're all sharing stories of losing our virginity, I thought I'd share mine. It happened when I was eleven years old, and nearing the end of the fifth grade. It will come as no surprise to learn that she was a neighbor girl - Kathy, or that she was a year older than I and a grade higher.

We both attended the same school in suburban Chicago and had been close friends since I had moved there three years ago. Until recently, I hadn't thought about her as anything other than a friend. She was something of a tomboy, and played as rough as any of the other guys I hung out with. However, over the last year, she had begun to develop as girls will, and I was finding myself uncomfortable with her and not really knowing why.

Kathy's mom was divorced and had to work the afternoon shift at a local restaurant. This was perfect for us, as we were left alone for hours at a time. We usually just sat and talked, or hung out with the other kids. This afternoon, however, was going to be quite different. The conversations are as best as I can remember - with the blanks filled in according to how I remember us.

That day at school, we had our sex-ed class. In those days, the boys and girls were separated for one day a year and given "sex education". In reality, it was a human biology class and had little to do with sex. The information taught was very sex specific, complete with a booklet titled either "What Boys Need to Know" or "What Girls Need to Know".

There was little or no information about how to actually have sex. Naturally, the boys were always curious about what the girls were taught, and the girls were curious about what the boys had learned. Which is what Kathy and I were talking about that day.

We were up in her bedroom, sitting on her bed. It was one of those big canopied queen sized beds. Wood framed and comfortable. Even with the two of us sitting cross-legged on it, there was plenty of room. I was flipping through the "Girls" book and she was looking through the "Boys" book.

"Kathy, you guys get a lot more stuff than we do. I mean, look at all this stuff on periods and Kotex!"

"They still don't really tell you anything. I thought we'd have some pictures or something."

I had hoped so as well, since I had never seen a woman naked and had no idea what they looked like "down there". Kathy was wearing a T-shirt and shorts, which gave me a pretty good outline of her small breasts, and in her cross-legged position I could see the nylon covering her crotch stretched tight.

"I don't know why they call it sex education. There's nothing in here on how you do it."

"Ours does. Let me show you." She leaned over and took her book back. I could smell the shampoo she used and was finding the scent very arousing. I could feel myself getting hard and was hoping she wouldn't notice. "See? It says 'the man's penis gets very stiff and hard. He slips it into the woman's vagina, which is soft and stretches easily. When he ejaculates, semen containing millions of sperm cells enters the womb where it will fertilize the egg."

"That tells me a lot." I said sarcastically, "Like, where is the vagina? How does the penis go into it?" I was very embarrassed to use those words in front of a girl. I could feel the blood rising in my cheeks, even as it drained out of my prick. But if she was going to say them, I wasn't going to be a baby.

She flipped some more pages and showed me a line drawing. "Its right there." she said, pointing to the right spot on the drawing.

"Oh right. Like that means anything. It doesn't really show you where it is." She was still leaning close to me and suddenly, something in my brain clicked and I decided to take a chance. "Where's yours?" There. I said it! I couldn't believe it! I was so embarrassed I thought I was going to die right there. I knew I had made a fool of myself and she was going to tell everyone at school.

Instead, she looked at me out of the corner of her eye for a second. She shook her head, flipping her hair away from her face. After a long moment she leaned back and moved her hand between her legs. I was almost too afraid to look. She slid her finger down to a spot on her shorts and said, "Its right there."

Time dragged on and I had no idea what to do. I laughed and said "That's not very close to where this says it is!" She laughed too, and I could feel the relief flooding through me. We both started flipping through the books again, more to cover our embarrassment than anything else. I was almost startled when she asked me "So how can the penis fit inside it? This shows that it points straight down. Does it?"

My God! She was asking me about boners! I swallowed hard. "Kinda. When it gets hard it pretty much sticks straight out." My heart was pounding in my chest. I couldn't believe what was happening! It was like nothing in my wildest dreams. I hadn't even begun to masturbate yet, so I was totally innocent.

"Well, I still don't see how that's going to go inside someone. The woman would have to lie on a table or something while the man stood up."

"I was watching Wild Kingdom last night and they showed two lions doing it. It was kinda cool."

"How did they do it?" I met her eyes as she asked the question and couldn't believe that I'd never noticed how deep brown they were.

"Well, the lioness just kinda sat there and the lion got behind her. I guess he put his penis in her that way."

"That wouldn't work." she said it so flat out that I was angry. We were always competing and I loved being right.

"It does too. I saw it."

"There's no way. Look." She half got up and swung around on the bed. She lay down on her belly and said "Its not going to be able to go in."

"Well the lioness wasn't lying like that. She had her legs under her." Looking at Kathy's legs stretched out past me was beginning to give me another boner.

"It's not going to make a difference. See?" She drew her legs up and tucked her elbows under her chest. Her ass was in the air, nicely outlined by her shorts. "My vagina's right here." she moved her hand between her legs and I watched her point to a small mound showing tight against her shorts. "If the penis sticks straight out, its not going to go in."

I knew I was right, and I had to prove it. "It would too. Watch." I slid my way over to her side of the bed and straddled her calves.

"What are you doing?" she asked with a touch of alarm in her voice.

"Proving I'm right. Here." I pushed my crotch against her ass. The sensation of solid warmth was like nothing I had ever thought to feel. "If I had a boner, it would stick out like this." I put my finger about where my dick would be and pushed forward - straight into her thighs.

"That's not going to work." she said smugly. "I know! Hang on. Move your legs." in a brief tangle of legs, we eventually got so that my legs were in-between hers. The sensation of her bare leg brushing against my blue jeans was electric. I moved my hand between her legs, brushing her mound in the process.

"Once he got like this, he sort of lay down on her back and started pushing." I put my weight on her back and made some thrusting motions with my hips. Since my finger was pointing about where my dick would have been, it was brushing back and forth past her crotch.

I couldn't believe what was going on. I was actually touching Kathy's private parts! My mind felt like it was going to blow up, and so did my dick. It brought me back to reality when she said, "Okay. I guess you're right. But I don't think that's how people do it."

I got off of her and sat back on my heels. "I didn't say it was. I just said it might work. Besides, how else could they do it?"

"Well, I saw something on TV last night with my mom, but she changed the channel before I could really see it."

"What was it?"

"They were under the covers, so I couldn't really see, but the woman was lying on her back, like this." She rolled over onto her back and moved her knees up and apart. "And the man was on top of her."

"No way. He'd squash her!"

"Would not. Come try it."

I was more than a little reluctant. I didn't want to hurt Kathy. My brain wasn't working well enough to remember that Kathy had several guys on top of her during football, tag, and a dozen other games. But, there was something very arousing about seeing my playmate on her back with her legs spread. And there was that tantalizing mound between her legs. I had only brushed it, but it was hypnotizing. I got between her legs and scooted my crotch up until it was pressing against her.

"Now lie down on me." I leaned forward on my hands until my full weight was on her. I could feel her breasts pushing up at me! I could feel her breath, smell her hair, feel warmth around my legs. I was too amazed to think coherently. And then she put her arms around me. "Like this."

"Would it go in you like this?" I asked, my mouth as dry as cotton.

"Yeah. I think it would." Our eyes locked together. I have no idea how long we stayed like that until she asked, "Have you ever kissed a girl?"

"N... No," I stammered. My heart was beating like a jackhammer. I dropped my eyes to her lips. I'd never really looked at them before. They were slim, pink, and moist.

"Me either." We both giggled. "I mean, I've never kissed a boy dummy!" She squeezed me in a hug and it suddenly seemed the most natural thing in the world. I moved my head towards hers, our eyes closed, and we kissed. WOW! We stopped for breath, both of us a little short of air.

"That was nice." I said. I was surprised when she giggled. "MmmHmm." she giggled again.

I leaned back. "What's so funny?"

"I can feel you."

"So? I can feel you too." I was a little hurt and puzzled.

"No, I mean I can feel your... um... penis. It feels really hard."

OH MY GOD! I had forgotten! I had a tremendous boner, and a girl could tell! I was so embarrassed, it wilted almost immediately. "Oh... I... sorry." I started to get off her.

"Hey, I don't mind." She wrapped her legs around me and wouldn't let me off. It was cool. How come it went away?"

"I don't know. It just does sometimes."

"Really? That's cool." She relaxed her legs and began nibbling on a lock of hair. I took the chance to get off of her before I got another boner. I started flipping through her booklet while she just lay there nibbling. "How big is it?"

"What?!"

She giggled, obviously enjoying my embarrassment. "How big is it? It felt pretty big. I just don't think it would go inside a woman if it's as big as it felt."

"I dunno. I never really thought about it."

"Let me see it." I just stared at her. She was actually asking to see my dick! There was no WAY I was getting naked in front of a GIRL. "Please? I'll let you see me."

Now wait a minute. Here was a chance to see a girl naked. It might just be worth it. But, I wasn't too sure she'd really let me look. She just might want to see me naked and then not do anything. "You first." I said.

"No. Both together." That seemed fair. I started taking my shirt off, and so did she. My heart was pounding faster and faster. I'd seen her in a bathing suit, but this was amazing! I whipped my shirt off my head so I could get a good look. White bra on tan skin. I had never even thought anything could be so amazing. And then she reached behind her back and unhooked it. The fabric went from taught to wrinkled, and I stopped breathing as she pulled it away from her chest and off.

I was actually seeing a girl's tits! Round, perky, creamy white, with pink nipples standing straight up. I stared. I finally gulped a ragged breath of air and my hands began fumbling with my belt. She slipped her thumbs under the waistband of her shorts and paused, obviously waiting for me. I quickly unbuttoned and unzipped. My erection was pretty obvious by now, pushing my jeans apart at the fly. I began pulling them off my legs, squirming around on the bed as I did so. Then I noticed she hadn't pulled her shorts off.