Note: This story was dynamically reformatted for online reading convenience. I'm Joe. I'm 14 years old and have short brown hair. I'm in year 9 in school and have started developing physically. It all came around suddenly: girls started seeming interesting, and I started getting hair in other places. I've got lots of friends, boys and girls, and my girl friends have all started developing nicely, with soft, rounded boobs and slim legs. There are two girls in particular - Emily and Eleanor, that I really like. Emily is a few inches shorter than me, has blonde hair that hangs down to her chest and has small but pretty boobs. Her legs are amazing as well, long and silly smooth. Emily and I have been friends for years, as she lives down the road from me. Eleanor is about the same size as Emily, has blonde hair in pigtails that hang down to just above her breasts, has bright blue eyes and has lots of freckles that cover her face, but not her arms. I've been interested in sex since I started puberty, but I didn't think I'd actually have a sexual experience for a few years. I was wrong.  Me, Emily and Eleanor were walking to the beach one day. It was warm, about 20 degrees so we thought we'd go down there, so the girls could sunbathe. I agreed, because I hadn't seen either of the girls in a bikini before, and I wasn't going to pass up an opportunity to see them half naked.  We had just arrived at the beach, and the girls wanted to change into their bikinis as soon as possible. The beach huts were taken though, so they had to take off their clothes behind a beach towel. Emily was first, and me and Eleanor had to stand up holding towels round her. Emily faced Eleanor, which was obviously gonna happen, as she wouldn't expose herself to me. Still, as she slipped her clothes off I got a glimpse of her underwear. She pulled the towels around her, closer to her body, so that was the last I saw of her before she was in her red bikini, that had lacey parts around the hips, only fully covering up her ass and pussy. Eleanor was next, and again, me and Emily stood up and wrapped the bath towels round her. Eleanor was a lot more nervous around me, as she had only been at the school for a year. She had known Emily longer, so she looked at her friend for reassurance. Emily flashed a sweet smile at Eleanor, so she started to undress, first taking off her skirt, then her top. Eleanor was wearing similar underwear to Emily, and she slowly took her panties off next. She hid herself from view, and then after she had finished removing her knickers, she started to take off her bra. She faced me as she unhooked her straps, making an awkward smile in the process. Eleanor then turned round as she took her bra off. She then stood there, topless, and realised she left her bikini top in her bag, that was a few feet away. Emily tried her best to cover up her friend's tits, but as I glanced up from Eleanor's bag, I saw one of her breasts in all it's gorgeousness. It was flawless, a little rounded lump protruding out of her chest. Her nipple was small and a pretty pink, and was slightly erect in the cool sea breeze.  She didn't realise I saw it, but I think Emily did. Anyway, I brought her her black polka dot bikini top back to her, pulled my towel back up around her, and she quickly got her top on. The sun was glaring down on us, a beautiful warm summer day. Although I did have a hard on for most of the afternoon, not much happened until the evening. Because we were having a laugh, we decided to stay till it started to get dark. We were sitting in a makeshift circle, the girls still in their bikinis, me in my t shirt and jeans. Me and the girls had talked about sex and stuff before, but jokingly. Tonight though, things seemed a bit more serious.  'So Tom, have you ever played with yourself?' I blushed. I paused for a short while, then nodded. I then turned to the girls.  'What about you two?' I asked.  The two girls looked at each other. Emily looked down, her hair brushing off her bikini. Eleanor caught my eye, and nodded. I could already feel my hard on growing again.  'What, what did it feel like?' Emily asked quietly, 'I don't know really, it was weird at first, but then it felt really good.' Emily then looked at me. 'What about you Joe, how did it feel?' I shrugged, and then said 'It was weird. It didn't feel that good but when I er... cummed it felt awesome.' Emily and Eleanor were sitting opposite sides of me. Emily moved one hand to her crotch. I looked at it, then put my hand on top of hers.  'Do you want to try?' Eleanor asked. Emily glanced over at her, and she moved over to her friend. I moved round to the front of them. My dick was so hard I thought it was going to break through my jeans. Emily moved her hands to her back, and undid the bikini top. She removed it, and then I saw her tits in the pale moonlight. They were so beautiful, hanging perfectly with her hair resting on top. I moved round behind her, and put my arms round her hips. She moved them up to her nipples, and I took over, caressing her boobs, making Emily moan quietly. Eleanor moved my hands away from Emilys tits, rubbing them herself. I knew what to do. I moved two fingers in under her bottoms. The lower I moved, I felt she had a thick layer of pubes around her pussy. I rubbed around them, and felt that they were very moist. As I rubbed, Emily let out a quiet giggle, and looked at me with a beautiful smile. I then realised that her breathing had got heavier, anticipating what I was about to do. I went for it, slipping my fingers into her cunt. Emily gasped, feeling for the first time the pleasure of being fingered. She let out a sigh, and told me to keep going. Eleanor, by now, had also undid her bikini top, and with one hand was caressing her own tit, the one I had got a glimpse at earlier. With her other hand she was still rubbing and punching emily's nipple. Emily was now regularly moaning in time with the circles I was making with my fingers. Her pussy had opened a little bit, exposing a little extrusion at the top of her cunt. I started rubbing and pinching this part, which made Emilys pussy leak juices. She was moving up and down on my fingers, trying to get my fingers as deep into her pussy as possible. Soon, she let out a huge moan, and her pussy contracted against my fingers, and flooded them with juices. They started to seep through her bikini bottoms. She shook all over, and let out one more sigh, before she calmed down and looked at me again, showing her cute smile. She moved her hips off the ground, and used her hands to slip her bottoms off. She revealed her pubic hair, which was now glistening in the moonlight. We looked into each others eyes for a while, until we were interrupted by soft moaning behind us. Eleanor was lying on the sand, her hand stuffed in her bikini bottoms, strumming vigourously. Emily looked at me again, and I knew what I was going to do. I slid off my jeans and boxers, showing my 5 inch dick in the open air. I moved over to Eleanor, and slid her bottoms off down legs. Eleanor, to my surprise, shaved her pussy, so her juices were just running down her exposed legs, sometimes into her bare asscrack. She barely noticed me removing her bikini, until I moved her hand out of her fully exposed snatch and moved my dick over it. I took a deep breath, and looked into Eleanor's eyes  They were glazed over with pleasure, looking over at me with longing. In one quick motion, I pressed my dick into her slit. She gasped loudly as I broke her hymen, and a little trickle of blood seeped out of her cunt. Emily moved over her head, and positioned her furry pussy over Eleanor's head, and Eleanor started sucking, trying to blot out the pain of her deflowering. Soon though, Eleanor had stopped sucking and started licking, making Emily gasp with pleasure. I took the hint that Eleanor had stopped being in pain, so I go in with fucking my 14 year old friend. I thrutted in and out if her sopping wet pussy, making her moan in-between licking Emilys cunt. Using all my willpower, I stopped myself cumming for as long as possible, just kept pushing in and out of Eleanor's snatch. Soon though, Eleanor had to stop licking my friends cunt jus so she could scream out 'AHHH JOE, IM CUMMING!' Eleanor's pussy quivered and contracted around my dick, and she shook all over, making her face go right into Emilys snatch, taking her by surprise as the 14 year old almost had her own hymen broken. Eleanor's orgasm was too much, and my dick exploded in her pussy, pumping a huge load into my friend. I pushed and pushed until my dick was small again, then slowly pulled out of Eleanor's cunt. I looked into it, and saw a blend of pussy juice, cum and hymen blood trickling out of her slit. I moved my head up to her pussy, then took one big suck of her cunt, getting the sweet, salty concoction in my mouth. I gulped it down happily, then lay on the sand, with my two 14 year old girlfriends laying either side of me. I moved one hand to each of their pussys, and slowly rubbed them, as the girls used one hand to rub my dick and the other to caress their nipples.