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 Mike Roman had a worried look on his face.  We've lived next door to each
other all our lives and he often came to me when he needed advice since I
was 4 years older than him.  We headed up to my room because he said he
didn't want anyone to overhear.

   "So what's up?" I ask as he flops down on my bed.

   "You know my girlfriend Liz?"

   I had seen them hanging out together, but I didn't know they were
considering each other boyfriend and girlfriend.  Seems to me like 12 is a
little too young for that stuff.  But I nodded that I knew her.

   "Well ...  umm ...  I got her pregnant"

   "What?!?" I shouted!  "Seriously you got her pregnant?!" I could not
believe that this boy was actually having sex and had impregnated someone.

   "Yeah" he sighed.  "I don't know.  I guess I should have seen this
coming.  We started having sex a couple months ago and I guess she was
bound to wind up pregnant sometime.  I just never really gave it any
thought and now ...  I don't know."

   "You never used a condom or anything?"

   "Well no.  The first time it was just so spontaneous, we didn't have
anything to use and honestly I didn't even think about it.  Then we just
kept doing it naturally, we never even thought about any sort of
protection, it just seemed so right, you know?"

   "Well have you given any thought as to what you're going to do?"

   "I talked it over with Liz.  I think we decided that an abortion is
going to be the best option, but I don't know.  I guess it's the best thing
to do, but it seems wrong."

   "If I was in your situation I'd probably go with the abortion.  Twelve
is far too young to raise a child, plus your parents would probably kill
you if they found out you got a girl pregnant."

   "What about you Mark you ever got a girl pregnant?"

   "Umm ...  no" I reluctantly said.  Truth is I was still a virgin at 16,
and I felt pretty reluctant to admit that to a 12 year old who was already
getting plenty of sex.

   "So did you always use a condom?  How old were you lost your virginity
anyways?"

   I paused.  I didn't really want to lie to him; I figured I'd just have
to come clean.  "Actually I haven't yet.  I'm still a virgin."

   Now it was his turn to be surprised.  "Seriously?!  Have you done
anything with anyone at all before?"

   "No" I sighed.

   "So you've never even gotten head before?  Wow you sure are missing
out."

   "Oh ya?  What does it feel like?" I felt weird having a kid 4 years
younger than me be the far more sexually experienced one.

   "Hmm ...  umm ...  well, err it feels really good.  It's hard to
describe.  You know what let me show you" he said as he got up and walked
over to me.

   "What the hell!  What are you doing, are you serious?" I wasn't gay and
I knew he wasn't so this really surprised me.

   "Relax, it's not gay or anything.  I just want to show you how it
feels." He said as he unbuttoned my jeans and pulled them down.

   I was standing there in my white briefs.  I was torn.  I didn't want to
be gay.  Also I was rather nervous about him seeing me penis, since it was
only about 4 inches long and was pretty much done growing.  But I figured
since he's twelve it would look pretty big to him.  He then hooked his
fingers around my waistband and pulled them down to my ankles with my
pants.

   "Nice" he said as he admired my dick and balls.

   I was a bit relieved.  I wasn't hard yet.  I was still nervous and was
not really turned on by other guys.  I was looking the other way the whole
time, not really wanting to admit it was another guy doing this to me.  I
then felt him lightly grab hold of my dick.  Well this did the trick; I
instantly started getting hard.  His other hand cupped my balls.  I could
tell he was enjoying this, and reluctantly so was I.

   Then he let his hand drop and I was just standing there with my rock
hard erection.  I had my eyes closed and I still wasn't looking.  Then
suddenly I felt a completely new sensation on my dick.  It was wet and warm
and I knew I was about to get my first blow job.  Slowly I felt more and
more of my dick slipping in and before I knew it I was completely in.  I
guess there is one benefit to being small.

   I couldn't help but moan.  He started going back and forth and I must
admit I was in heaven.  I looked down.  I could not believe this little 12
year old boy was giving me a blowjob.  He was actually pretty cute.  He
still had mostly boyish looks.  In fact his voice was just starting to
change.  He looked so young an innocent which was in stark contrast to what
he was currently doing.

   The feeling was overwhelming.  I could feel an orgasm coming.  I was
tingling all over; this was way more intense than masturbating.  "I'm about
to cum" I warned Mike.  He didn't seem to care he just kept sucking.  "Dude
I'm going to blow in your mouth if you don't stop now." With that he
grabbed me ass cheeks with both hands and pulled me into him so I couldn't
pull out even if I wanted.  And with that the most intense orgasm of my
life up to that point swept over my body and I emptied my balls into his
mouth.  To my surprise he swallowed every drop.

   "Wow" I said as I recovered from my orgasm.  "That was ...  amazing. 
Have you ever done that before?"

   "You mean to another guy?  No, that was the first time I've ever done
anything with another guy.  I just tried to do what I really like girls
doing to me."

   Girls?  I thought.  Plural?  Man this boy has gotten around for his age.
"Was it weird doing that to another guy" I asked.

   "Yeah kind of, it felt a little weird in my mouth, why don't you try it?
Liz hasn't been putting out since she found she was pregnant and I sure
wouldn't mind getting my rocks off."

   "I guess it's only fair" I said reluctantly.  Although I guess I was a
little curious as to what it would be like.

   I stepped out of my pants and underwear and kneeled down.  As I started
unbuckling his belt he took off my shirt, leaving me completely naked.  I
undid his jeans and let them fall to his ankle and he kicked them off.  He
then took off his shirt and flung it on the floor leaving him standing
there in just his white briefs.

   I must say his body was fantastic.  It was still the body of a boy but
some muscle definition was starting to show.  He has a slight six pack
starting to get defined.  He had practically no hair on his body and he
truly was one of the most beautiful people I have ever seen.  The bulge is
his briefs was definitely more than I was expecting.  I then slipped my
fingers under his waist band and pulled them down and he stepped out of
them and flung them across the room with his foot.

   I was amazed.  I had never seen an uncircumcised cock in person before
and it looked a lot sexier than my circumcised one.  I felt a little bit
embarrassed.  At least flaccid he was a little bit bigger than mine.  I put
my hand on it and it started to grow.  I slid his foreskin back as it grew.
It was only a matter of seconds before it was rock hard.  He had a bout 5
inches, about an inch more than me and his was a little bit thicker too. 
It actually looked really funny seeing this nearly adult sized cock on this
young boy.  He only had a small amount of hair at the base of his penis,
showing that he was still just starting puberty.  It was clear his dick was
going to get a lot bigger over the next few years.

   I lowered my head down and lightly licked the end of his penis.  I then
took it between my lips and started to let it slide in.  It had a weird
taste to it and it was kind of spongy and I couldn't believe that I was
actually enjoying this.  I couldn't quite get all of him in my mouth but I
started moving back and forth on the majority of it that I could fit.

   He started moaning and he was enjoying it as much as I did.  He lasted a
lot longer than I did, which was rather awkward since a 12 year old could
outlast me.  But after a while I could tell he was really getting into it
and it looked like he was going to come soon.  Not wanting to be outdone by
him I also put my hands on his ass and help him close.  I was surprised
about how small and tight his ass was, it was really sexy.  Suddenly I felt
his cock get harder and it shot into my mouth.  It was more force and more
quantity than I had expected.  I managed to swallow it all, it tasted
better than I would have expected.

   "Wow" he exclaimed.  "You sure you've never done that before?  That was
the best head I've ever gotten!"

   We both laid down on my bed.  We were still completely naked.  I
couldn't help but look at his dick.  It was flaccid, draped over his balls.
I was still fascinated by his foreskin having never seen one before.  Oh
man does this make me gay?  Actually getting turned on by another man and
sucking his dick?  "This doesn't make us gay does it?" I managed to ask.

   "Fuck no" he shouted.  "Dude look at it this way, if there were girls
here we would gladly fuck them right?"

   "Of course" I said in my most manly tone.

   "But there aren't any, we got to make due with what we got.  You're only
gay if you would prefer to have sex with a man over a woman.  Making the
best out of a bad situation doesn't make us gay."

   "Yeah I guess you are right" I said, realizing how much sense he
actually made.  "So is Liz the only girl you've had sex with so far?" I
asked, trying to steer the conversation back to a more heterosexual
direction.

   "Well I've done shit with a few other girls, you know all the bases, but
yeah she's the only one I've actually fucked.  There is this other girl and
I think I'm actually pretty close to getting in her pants and taking her
cherry."

   I tried to hide my jealousy of Mike.  "What about anal sex you ever do
that?"

   "Not yet, they are all too scared, but I'd really like to try it."

   "Well ...  why not now" I said, not believing I had the courage to ask.

   "Damn, you mean it?  That would be really cool." He said as he smiled at
me.

   I reached into my nightstand drawer and pulled out the bottle of lube I
sometimes used to masturbate with.  I squirted some on my hand.  Then I
reached over and smeared some on his flaccid dick.

   "Oh" he said as he shivered.  "That feels cold."

   "Sorry, here this should warm it up." I grabbed his whole dick in my
hand and started rubbing it all over.  I slid back the foreskin and made
sure I got it everywhere.  Well apparently he liked that and started
getting hard in my hand.  I kept sliding my hand up and down his cock and
letting his foreskin slide back and forth, covering and uncovering his cock
head.  I could tell he was definitely enjoying this as he let out a soft
moan.  In no time he was rock hard again.

   "Ok roll over on the bed and get on your hands and knees" he instructed.
I did so and he positioned himself behind me.  "Ok now stick your ass up a
little more" he said.

   I then felt the tip of his cock touch my ass.  I could feel him rub it
on my hole.

   "Just relax" he told me.  "I'm going to take it nice and slow."

   I relaxed my muscles.  I couldn't really believe what I was doing, but
boy was I enjoying it.  Then I felt his cock start to put pressure on my
hole.  I just tried to stay relaxed.  Then I slowly felt him start to enter
me.  He was really slow and gentle, but the sensation was really weird. 
Soon he had his head in.  The rest seemed to be able to slide in much
easier after that.  I could feel him slowly inch by inch entering me.  Soon
he was all the way in me and I could feel his balls touching mine.

   "Wow" he said.  "This is really tight.  It's amazing it feels so good."

   "You should experience it from this end." I told him.  "It one of the
weirdest sensations I've ever had." He slowly started withdrawing from me
until he got to the point where just his cock head was in me then he
started going back in.  After a little bit my ass got used to it and he
started getting a descent rhythm going on.  His balls were slapping into
mine with each stroke.  Then he shifted a little and his cock touched
something in me and a wave of pleasure ran through my body.  Each thrust he
hit it and it was like nothing I could imagine.  My cock was still flaccid
swinging back and forth but this new sensation got me hard quick.

   "Oh god, I can't hold out much longer" he said.  And with that I felt
him tense up and push real deep into me and hold himself there.  I could
feel him shoot into me, I was incredible.  He collapsed onto my back and he
just laid there with his cock still in me.  Slowly it started to shrivel up
and plopped out.  He rolled off me onto the bed.

   "Holy shit" he said as he looked at me with a huge grin on his face. 
"That was awesome." He looked down at my dick and saw how hard it was. 
"Looks like it's your turn.  Man I can't wait to see how it feels having a
cock in my ass" he said.

   He grabbed the lube and started spreading it on my dick.  Fortunately he
didn't linger long like I did on his cock because I don't know if I could
have held out.  "Ok let's try it a different way this time.  Here get
between my legs" he said.

   I positioned myself between his legs.  He was still on his back.  He
then lifted his legs up and rested his ankles on my shoulders.  This lifted
his ass up so I had easy access to his hole.  I got the idea and scooted
forward so his balls were resting on my pubic hair.  They were in the way
and I needed to see what I was doing, so I lifted them up and out of the
way and help them there with one hand.  I then positioned my dick at his
entrance and slowly started to push in.

   He gasped.  "Just relax" I told him and I felt his muscles loosen up.  I
then started pushing in until I got my whole head in.

   "Oh wow" he said and I knew just the kind of sensation he was feeling. I
took it real slow like he did with me.  Soon I was all the way in.  The
sight was something to behold, looking down at his young body.  His eyes
closed enjoying the sensation.  His uncircumcised cock was lying there limp
and completely spent hanging off to the side, his balls once again hanging
down and resting on my pubic hair.

   I slowly started to pull out till just my head was in, then slowly
putting it back in.  After he seemed adjusted to the feeling I started
quickening my pace.  Now I had a longer break between orgasms than him and
I knew I wasn't going to last as long.  I could tell my orgasm was about to
come.  Sure enough after a few more strokes I pushed deep into him, my
whole body spasming and squirting my cum into him.

   I pulled my dick out and laid on top of him, our cocks pressing against
each others.  I was spent and a wave of sleepiness passed over me.  He
shifted out from under me and we moved into a spooning position.  I could
feel his dick and balls pressed against my ass checks as we drifted off to
sleep.