Note: This story was dynamically reformatted for online reading convenience. Two young girls see their first penis and what ensues. (C)Tanya Writer 2017 This is a work of fiction for adults only. The characters and their actions are fiction and none of this has ever happened. The author does not condone or endorse any illegal activities written of in the story. This just a story, do not do this at home. If you are under the age of majority in your state or country please go somewhere else this story is not for you. First Time I Saw One I got a Christmas card yesterday from my old friend Sandy. I don't know how she found my address after all those years. It had been a long time since we graduated high school and went our separate ways. We had a lot of our firsts together. It made me think of those days. Sandy and I have been friends since we were little girls, about four or five years old. We use to play together all the time. We were in the same grade and sometimes over the years we were in the same classroom. We did sleepovers so many times that I couldn't tell you how many. As a result we would dress and undress in front of each other. After school and during the summers we played together all the time. We both loved to swim, and we would go to the pool together where we would change into our suits together, so we saw each other naked many times. Neither of us thought about it much, at least until the end of that summer before we started 5th grade. Sandy had long blonde hair at that time. She skin was a pale color, she didn't tan, she would only burn when in the sun. But what tan she got would quickly fade away and she would be back to being like a ghost again. But not me. I took after my mom, and was typical looking Italian with short dark brown hair, and what looked like a perpetual tan. We were both about 4 foot 6 inches, but Sandy was skinny at 65 pounds I was heavier at 72 pounds. But things changed when we were ten. We both developed an interest in boys. We didn't know anything about them but we liked them all the same. When we would talk about them, it was more like sharing ignorance about them. There were a few cute boys in our grades but the really cute ones were the older ones. But who would be interested in a couple of "little girls?" It was a great summer and the vacation was almost over, as it was the week before we would start back to school. Because it was so late in the season, few people came to the pool, but Sandy and I had went to the pool every day where we almost had the pool to ourselves. Not really, but there weren't too many other kids. The lifeguards didn't seem to pay too much attention to the kids. As long as you didn't run on the decks or jump into deep water when you couldn't swim, they didn't seem to care what you did. On Monday an older boy came to the pool. He was a boy who lived somewhere near me. He was name was Brad, and he was fifteen. He was a friend of my brother, because he, and Josh, my brother use to hang out together sometimes. Mostly Josh would go over there, and it was seldom that Brad would come to our house. But he came over a few times so I knew who he was. Since I sort of knew him when he showed up at the pool, I guess it was a childish thing, but Sandy I started to splash him. He would then chase us around the pool. We played like that for a while. Sometimes he would catch one or the other of us. He would use us a shield to splash the other. It was unfair of him because he had been swimming, and had on swimming goggles so water wouldn't go into his eyes. When he caught me I could feel his body against mine since he would hold me tight. He had one hand around my body as he picked me up and moved me around as his shield. I could feel his hand move around my body. At first he started with his hand across my belly, but his hand would go up sometimes across my chest but I didn't have any boobs at that time. I wasn't too concerned but I could feel his hand there. Other times his hand would go lower near my groin. He never got as far down there as my kitty, but he did head that direction. I thought that maybe he was feeling me, but never had anyone feeling me before so I wasn't sure that he was doing. Besides why would he be feeling up a 10-year-old girl? I could break away from him and he would chase us again. When he caught Sandy I could see that he was doing the same thing to her. One hand was feeling her up, and the other was splashing me. While he was holding me as a shield and he held me close to his body, I could feel something hard against my butt. The game grew old after a while so he let us go. It was then that I noticed that he was wearing his little swimming suit, the kind that swimmers wear. We were both near the side of the pool and talking to him. I looked down and I could see that his suit was open and his thingy could be seen, the tip sticking up above where the suit was kinda pulled down. I would duck down under the water and try to get a look at it. Sometimes he seems to flash it other times he would pull his suit up over it. Both Sandy and I got a good look at it. It was the first time that I saw a boy's thingy, (which is what we called them then). I didn't realize at the time that he was hard, having never seen one before. But it was sure sticking up. I moved back a bit and kicked him there. I could feel it was hard. He reacted and cried, "Why did you kick me?" I said, "You have your thingy out." "No I don't," he said. He had put away again. "Yes you did! Me and Sandy both saw it." "You're not supposed to see things like that. You can't tell anybody you saw it. Why did you kick me?" "I wanted to feel it." I looked at Sandy, then told him, "We won't tell if you let us see it more." He said, "You wanted to see me? What are you going to do for me?" "We won't tell on you." "OK" he said. He took off goggles and handed them to me. I put them on and ducked under the water. He turned towards me and pulled down his suit, so I could now see it clearly. I stayed there looking at as long as I could hold my breath. I came up and gave them to Sandy. At the time I thought that it was awesome to see one that close up, or even to see one at all. Even with the goggles we couldn't see it like we would have like to have. Some of his suit obscured it I couldn't tell how it was attached to him. I couldn't figure out what he was doing, and why. But it was my first one, so it was awesome to see. After we had both gotten our fill of seeing in. having ducked under to looks a few times each, he said, "OK my time to look at you." We were aghast that we were supposed to show him out kitties. Not only that but I had a one piece on, and I couldn't pull that down. Sandy at least had a two piece, but still to pull down our pants in the pool, no way! We were saved from it, the lifeguards blew their whistles and said, "Every one out, the pool is closing now." Brad told us to meet him back behind the back door to the boys' locker room. We ran into the girls' locker room, and we talked as we changed clothes, about what would be do. We decide that we wanted to see his dick again, this time out of the water. If we had to show our kitties, we would. Would he really want to see them, since we were only little girls? When we got behind the locker room, we could see that it would rather private. There was a wall that covered the entrance to the room. You had to pass through a walkway with the wall of the building on one side and a wall on the other two side so it was like an L shape leading into the door of the locker room, so we couldn't be seen on three sides. When you stepped back into a small alcove in front of the door you were not able to be seen on that fourth side. We found Brad there waiting for us and we told him we wanted to see his thingy again. He opened his pants then lowered them. I didn't know it when we were in the pool that he was hard, I just thought that it was floating up. But now I could see it standing up away from his body. He wasn't that big--only five inches at best. We had never seen one before it did look big to us, but not very thick. There was some hair above it There was a bag of something hanging under it. But the thing of it, it was living, it pulsed with the beat of his heart and it swayed when he moved. I wanted to touch it and when I reached out to do that he pulled away. "You can't touch unless I can touch you, and you haven't even shown me yours yet." Sandy and I looked at each other and with a nod, we both pulled down our shorts and panties. We stood there and let him look at us. Neither of us had all that much to look at: I was just a little peach split by a line running down the middle. Sandy wasn't much different except the had a small ridge in the upper part of her split. Brad looked at his not only did his thingy beat with heart, but the tip got a little wet as a drop formed at the hole in the middle of the helmet shaped head. After he got his fill of looking at us, he said, "You can feel me if you want." I reached out my hand and squeezed it and found that it was like a steel rod of flesh. It was warm, hard and yet bendable in my hand, though he wouldn't let me bend it much. Sandy pushed my hand off so she could get her chance to feel it. He took her hand and moved it up and down. She got the rhythm quickly. He reached and started running his fingers up and down my kitty. It felt so great! I had never touched myself like that, and for sure no one had even touched me there before. The feeling was terrific and he was telling us what grown up girls we were. The flattery was good for us, it made so proud to be showing this boy all we had. Then he had us switch so that he was rubbing Sandy and I was stoking him. I could tell by the look on her face that she liked it, maybe even as much as I did. I don't know how he could do that but he looked at his watch and said, "I have to go. Do you want to do this some more sometime?" "Yeah," we said at the same time. "You can't tell anyone! Come to the park tomorrow." Sandy and I rode our bikes over to my house. After asking my mom if Sandy could spend the night, to which she agreed, we rode over to her house. Her mom also agreed and we packed up some things for her for the night. That night while we were in bed, we talked about what we thought of his thingy and mostly about we thought of him touching us, THERE. Of course we liked it! We had never thought of doing something like that before. After having done it with Brad, we didn't couldn't wait until the next day to feel those feelings again. I acted shamelessly and took off my PJ bottoms and began to touch myself like Brad did. Sandy followed suit and soon we were touching ourselves for the first time. It was so electric to me I felt wired all over and I didn't want to stop. But then I got the feeling that I needed to pee. The more I did it, the more I needed to pee. I had to stop and run to the bathroom without bothering to put my PJ bottoms back on. I got there and sat down but I couldn't go. The urgency to go was gone, and after really trying I finally got a little stream going, but it wasn't very much. I had never had to go so bad but had done so little before. I had to make a dash back to the bedroom, since I now realized that I had gone without my PJ bottoms. By the time I got back to the bed, Sandy had lost the mood to do more so I put my bottoms back on and we went to sleep. But the thought of those feelings that I felt made me look forward to tomorrow. Sandy and I couldn't wait until it was time for the pool to open. We wore our suits under our clothes, so we had no panties on under out shorts. We took our towels and headed out to the pool on our bikes. We parked our bikes in the rack and near the entrance to the pool we saw Brad sitting waiting. We went up to go through to the pool, but he said, "Don't go in." I stepped closer to him and asked just above a whisper, "Aren't you going to show us again?" "Yeah but not here," was his reply. "Come on with me." He led us back to the bike rack where he unlocked his bike saying, "Come on with me. There's a place we can go." He hopped on his bike and began to pedal away. He had a backpack with him and he didn't look like he was dressed for the pool. He led us to an area near the edge of the park where it backed up to some unused land covered with a bunch of trees and bushes. We had to get off our bikes and walked around a big clump of bushes ahead. Brad laid his bike down and we did the same, we followed him, crawling into the bushes. We came to the other side of this screen of bushes and found ourselves in a small clearing. There was even some grass there. I looked back I couldn't see out of the bushes back to our bikes and I figured that nobody could see us. But then there was the thought I couldn't see our bikes, what if someone would take them, we wouldn't know it. But I felt better about it when I realized that we were so far off the track that no one would be back here to take our bikes, or even see them. Before he did anything he pulled out a small blanket and spread it on the ground and then took our towels away from us and laid them out too. He turned to us and said, "So you want to see my dick again?" Sandy and I nodded our heads yes. "Okay you have to take off your clothes." Sandy and I looked at each other a little unsure if it was a good idea. "Come on, I'm gonna take off mine," he said in way of encouragement. That was enough! I pulled my t-shirt off over my head but I had my bathing suit on underneath it, so I wasn't topless right away. He began to take his clothes off too, we could see his bare chest, but then he swam bare chested so it wasn't we hadn't seen before. It was easy get my clothes off, but with my one piece on under it, that wasn't going to be so easy. Also because I didn't have a two piece like Sandy did, I had to show my boobies. We hadn't shown them before. Sandy got down to her suit too and paused but Brad didn't stop and he pulled down his pants and underwear in one swoop. He stood there with his thingy standing out sort of at a 45 degree angle to his body and it was beating with the beats of his heart. "Come on get naked!" he said. I pulled down my suit and Sandy pulled down her pants. He looked at her standing there in just her top, she looked at him like 'What?' then she realized and took off her top. Neither of us had any boobs, but that didn't seem to matter to Brad he walked over and put a hand on each of our chests. He rubbed it up and down over our nipples. "Cool tits you got." It sent chills down my back when he felt me. He pulled us down onto the blanket. He kept feeling our boobs. Then he asked, "Have either of you kissed a guy before?" I said, "No," while Sandy just shook her head. "It's your luck day! You're gonna get your first kiss, and if you're nice to me, you may get more than that." He reached out into his pants pocket and took out a quarter, "Call it in the air, Shelia." I called heads. It came down heads. "You're first Shelia." He moved over next to me and put his arms around me. Then he kissed me. I had puckered up for him to do it. "No, not like that," he said. Then he proceed to show me how to really kiss. We sort of smashed our lips together at first but then he backed off a bit, he showed me how to kiss more gently. I don't know what surprised me more when he started to push his tongue into my mouth, because at the same time he began to pinch my tiny nipples. "Ow," I said as I pulled away, "You pinched me, and you're being gross trying to stick your tongue in my mouth." "That's the way to kiss! Don't you know about French kissing?" "No! That is the way to kiss?" I asked thinking he was a bit gross. But he was older than us so he must know, but I still wasn't so sure. "It seems kinda gross." "Go with it, you'll like it." "You sure?" When he nodded yes, I said, "Okay but no pinching me again, okay?" "Sorry, I was trying to make your nipples get excited." "Okay you can start again," I moved back to him and waited for him to kiss me again. He didn't smash my lips this time. Instead he licked my lips. It tickled a bit, the I could feel his hands on my chest as he felt me up. This time he was drawing little circles around my areolas. It wasn't much of a circle as they were only the size of a dime then, but it felt better than him pinching me. I let his tongue slide into my mouth. But I didn't know what to do. I just let him run his tongue around my mouth. Then he broke it off and said, "Now you put your tongue into my mouth." I was still a bit doubtful but it wasn't so bad, so I decided to try it, but I didn't know what to do. I put my tongue into his mouth. The first thing he did was suck in farther, then he was tickling it. It felt good. I decided that it wasn't so gross after all. He was right I would like it. His hands on my chest felt much better, it felt like my little nipples were all electric. The feelings he creating in me were starting to confusing me, I couldn't concentrate on my kissing. I was trying to do things with my tongue in his mouth, but those feeling he was creating in my chest kept distracting me. It was just getting interested when Sandy was shaking my shoulder, saying, "It's my turn now." I had to stop. She was kneeling down behind me. I got up and she took my place next to Brad. I moved back where I would see them. He started to kiss her. It looked like he was doing a better job of kissing her than he did me. At least he wasn't smashing her lips with his and I could tell when he started to put his tongue in her mouth. This was getting to me in a big way! It was making my kitty all itchy. I had to scratch it. It was better just rubbing it than to scratch it. I put my hand on my chest while the other rubbed down between my legs. I could feel my kitty getting wet. At first thought I it was pee, but I knew it wasn't because I wasn't letting any go. There was an odor coming from there, nothing like I had very smelled before and it sure wasn't a pee smell. They were going at it a while and I did the same thing to Sandy as she had done to me: I told her it was my turn. I expected that Brad would kiss me again, but instead he started kissing my chest and on to my little areolas. He not only kissed them but the was like French kissing them. He was licking all around them, it was so much better then when he was only touching them. But it freed up his hands. He started to run them up and down the inside of my thighs. I was getting that electric feeling back very quickly. I was also feeling wet DOWN THERE again. It was good that I was getting wet there. He used some of that wetness and spread it up on the bump at the top of my kitty, which I had learned only recently felt nice to be touched. Boy was he touching me! He even started to put his finger inside my kitty. I didn't really know that there was a hole down there, except that place I peed from. He was trying to push his finger up there. It caused me to flinch and pulled away from his touch. He got the idea quickly and stopped pushing at me there. He went back to rubbing my bump, up and down and side to side it was getting better and better the more he did it. But then Sandy was saying it was her turn. Brad who was sort of half laying on his side half on me, rolled over and I reluctantly got up and let Sandy take my place. I watched them. He was doing the same things to her that he had done to me. I was a bit jealous and wished that he was still doing it with me. But Sandy was my best friend, I guess that it was only right that she got a turn too. While I watched them I went back to rubbing my kitty and touching my bump. It felt good but it was better when Brad did it. While I was watching them I saw Brad push his finger hard at Sandy's kitty. She let out a howl and jumped, but I guess it was too late when she pulled back I could see a little blood coming from her kitty. That sure put the damper on what they were doing. Sandy moved away from him, and I wasn't so hot to have him do more to me just in case he touched me like that and made me bleed. Brad sat up and his thing was standing up in his lap. He said, "Shelia, would you let me fuck you?" At first I stared at him with a blank look on my face. I didn't know what fucking was. I knew that it was a bad word. But didn't know any more about it than that. "Don't you girls know what fucking is?" he asked us. Sandy shrugged her shoulders and I shook my head. "It's when I put my cock into your pussy." That wasn't too much help, I didn't know that this thing of his was called a cock. Did he mean his thingy? I didn't know what a pussy was, but I was kind guessing that it was my kitty he meant. I wasn't too excited about that because he hurt me when he pushed his finger into my kitty, and when he did the same thing to Sandy he made her bleed. He said, "Come on girls, I played with you and made you feel good didn't I? Then it's my turn to feel good." When it didn't look like either of us was going to be letting his stick that thing in us, he said, "Okay how about this, you rub me like I rubbed you?" "Okay," I said and Sandy nodded her head. "Shelia lay down here on your back and spread your legs wide." I did what he said and got between my legs with his thing up next to my kitty. "You're not going to stick that in me are you?" I asked with alarm. "No. I am just going to put up against your pussy and cum on you there. Sandy come over here I want you to stroke me." She knelt down near my hips. He showed her how to hold his thingy. I sat up a little, propped up on my elbows so I could see. He had her rub it up and down. It was moving up against my bump and sometimes it was rubbing up against that hole he said I had down there. Some liquid stuff coming out of it. That made it nicer so when he was up against me it felt like when Brad was rubbing me. Sandy continued her pumping actions and after a bit Brad started to get red in his face. He reached down and grabbed Sandy's hand and made her go faster. It was bumping all over my kitty in a way that felt better. But then Brad let out a breath that made a weird noise. At the same time a bunch of white stuff came out of the end of his thingy in a bunch of spurts one after another. It was all over my kitty. He pushed Sandy's hand away and rubbed his thingy up and down the slit in my kitty pushing his stuff all over. He even used his fingers and spread open my lips there and pushed some of stuff up into me. Sandy asked him, "What did you just do?" "I had a cum and it was great! Thanks Sandy, you did a wonderful job. You too Shelia! I would rather have cum in you, not outside you. But maybe next time." I asked, "What was that white stuff?" "It's my cum, don't you know what cum is?" The puzzled looks on our faces told him we didn't know. "It's the stuff I use to make babies." I am sure my expression turned from perplexing to fear. He could read me my face saying, "Don't worry you won't get pregnant, you're too young, beside I have to go up inside you to make you pregnant." That was a little comforting to know. I sure didn't want to start 5th grade and be going to have a baby. I looked at his thingy, it had shrunk to a small thing. He got out from between I reached over and got my towel and wiped off his cum from my kitty. Some of it had gotten on Sandy's hand she took a corner of my towel and cleaned off her hand. I didn't know how long we were there, and there was the time we had taken to ride to that part of the park. Sandy and I got dressed and started back toward the pool we were both still wanting to swim. Brad asked us as we were leaving, "Are you going to go swimming tomorrow?" "Yeah," Sandy and I had said together, without planning it that way, we turned to each other and smiled. "You want to do more, tomorrow?" Brad asked us. I said, "Yes," while Sandy was nodding her head yes at the same time. As we walked our bikes back to the bike path we were quiet just in case Brad could hear us. But once we reached the bike path and were wheeling our way back to the pool we talked about what happened. Sandy said the she liked him touching her kitty but when he put his finger in it, it hurt she was worried because she was bleeding. But Brad had acted like it wasn't anything. The pain had gone away fairly quickly and it stopped bleeding after a minute or so, and there wasn't that much blood. But we both agreed that kissing him was so nice and when he rubbed our kitties it did feel good. We were both eager to do that again. Even the part where his cum came out wasn't too gross. We were both hot to go back and do more the next day. But when I woke up it was cloudy. The day didn't look to promising and it was totally shot when just before the time the pool would be opening there was a streak of light across the sky and then the crash of thunder. Oh man! A thunderstorm, that killed going to the pool and what I wanted to. The sky opened and the rain poured down. You would have thought that Noah was building an ark somewhere nearby it was raining so hard. The day was a scratch I called Sandy and we commiserated together. But there was hope that maybe tomorrow would be better. Would Brad be there, that was a big question. It didn't matter whether he would be there or not, mom was not about to let me go to the pool. The rain had slowed down, and the lightening was gone, but no argument was going to work. I tried to tell mom it didn't matter if I was swimming in the rain, because I was going to be wet from being in the pool it didn't matter if it was raining. We couldn't go to the poll again. I wondered if we get would see Brad again. Finally on Friday the weather was better. We couldn't wait to get to the pool and to see if Brad would be around. We were there a little before the pool would open. We waited only a minute or two when a little kid rode up on his bike. He looked at Sandy and I, and said, "Are you Shelia and Sandy?" When we said yes, he hand us a note and then rode off. It was a note from Brad telling us to come to "our place." We took off immediately since we now knew the way. When we got there we saw his bike outside the bushes. We left our bikes and made our way through the bushes, when we were in the clearing there was Brad, he had put down a big blanket, and he was standing there all naked. "Come on, hurry up get your clothes off!" We didn't waste any time. Since I got to go first last time, it was Sandy's turn this time. He started out with kissing, which was something both of us loved. He kissed her and felt up her chest for a while, maybe only a few minutes. Then he said it was time to switch. He did me the same way. It didn't take long before he was on to what he really wanted. He told me to lay down on my back. He took some goo he had in a jar and was smearing it on his thingy. I asked him what he was going to do. He said, "I'm going to fuck you." By this time we had a better idea of what fucking was and I wasn't about to let him stick that thing in the little hole I had down there. When he did it with his finger to Sandy it hurt and she bled. I wasn't about to let me do worse to me. "NO WAY!" I cried. "You're not sticking that thing in me." He got a disappointed look on his face, "Come Shelia, it will feel good." "No way Jose, you're not doing that to me," I said. "Why don't you rub it on me like yesterday?" "Okay we'll something else, just lay down and spread your legs." I was a bit reluctant to do that, when he saw I wasn't getting into the position he wanted, he said, "I'll do something else, you'll like it." I wasn't so sure, I asked, "You promise not to try and stick it in me?" "Yeah I promise," he said. I felt a lot better about it when he took a small towel and cleaned the goo off his thingy. I felt better about laying there if he didn't have that stuff on himself. At least it meant he wasn't going to try and shove it up my kitty. He got down with his face between my legs and began to lick my kitty. Now that felt good! His tongue was all over my outer lips as he was licking me all over there. It felt pretty good. Then his tongue hit up by my bump, it was warm, wet and softer than his finger, it felt a whole lot better. I lost track of what all he was doing to me until I felt him spreading my kitty lips. At first I was worried that he was going to try and stick his thingy up me after all. But he didn't he was getting his tongue inside me. It also helped him to get his tongue up on my bump. I could feel him he was licking it and sucking on it. Then I could feel his fingers down by my kitty opening. I was okay with that as long as he didn't try to go inside me. He was rubbing me there and licking and sucking on my bump, when I got that feeling that I was going to pee. I thought no not now! It felt so good what he was doing to me I didn't want him to stop, but if he didn't he was going to get a mouth of pee real soon. "Brad you gotta stop I gotta go pee, real bad." He lifted his face out from between my legs and said, "No you don't just go with it, you'll like it." "Okay," I told him, if he got pee in his mouth it was his own fault. He didn't stop and kept on licking me but the feeling was growing was not a feeling that I needed to pee. It was something more. It kept growing. My tummy was all butterflies and I could feel myself shaking. It felt like I was building up a pressure in my kitty. Brad was still pressing against the my kitty hole with his fingers and rubbing all over me there. His tongue and lips were doing things to my bump. Then it happened! I felt I had exploded. My head felt like it came off my body and turned around a couple times. I could only hear the blood pounding in my ears, it was loud and beating a rhythm like those cars what have their radios up to loud when they drive by, you could feel the ground shake. My ears were vibrating and I felt my whole body was being pounded. It settled down after what seemed like a couple of minutes, but I know it wasn't that long. But I still felt dizzy, like my head was still going round and round. It was too much, I was too sensitive, I had to push Brad away. He straightened up and looked at me, "Did you like that?" When I found my voice all I could say was, "Ohmygod, that was awesome. Yeah I liked it. How could anybody not?" "Good because now it is your turn to do me," Brad said as he sat up. Sandy had watched the whole thing, I had forgot she was even there. She said, "Hey when do I get a turn?" "You can have a turn right after Shelia does me. But you better watch because after I do you like I did her, I expect you to do this to me." "Okay, what do you want me to do?" "Here let me lay down. Now you're going to suck my cock." "You mean your thingy?" I said in amazement. "I don't know if I can, I mean you pee with that don't you? It's dirty." "What do you mean?" Brad said, "I just had my mouth down where you pee, you didn't think it was so dirty when I did it to you. Look I'm not going to pee in your mouth if that is what you are worried about. So you gonna do it?" "I guess," I said resigned to doing it, "You did it to me so I guess I owe you. You aren't gonna pee in my mouth?" "No I won't do that. Okay, take my cock in your hand like this... not too tight and move it up and down like this." Brad moved my hand on his thingy. It was hard and kinda soft at the same time. "Okay I want you to stick out your tongue and lick the tip here." He showed me where, and I did as he told me. It wasn't so bad. "Now give me your finger." He took my left middle finger and put it to his mouth. "Now you're gonna do to my cock what I do to your finger." I took my finger in his mouth he was moving back and forth in and out, but I could feel he was sucking on it at the same time. Then he was flicking his tongue around my finger. "You get the idea?" He said after pulling my finger out of his mouth. I nodded my head yes. "Okay you do that but you keep stroking with your hands, you got it?" I nodded again. "Okay start put my dick in your mouth," he said. I did that, it wasn't so bad, I did what he had been doing to my finger. I wasn't so much about what he was feeling; I was just concentrating on doing what he told me to do. I was doing it for a few minutes, he was making noises and he would push his thingy up at my mouth. The longer I did it the more he was moving up pushing his thingy in my mouth. His face was getting red when I looked up there at him. "Don't stop keep going, I'm almost there." Then he grabbed the back of my head and forced it down on his "dick." It was then I felt something go into my mouth it was on my tongue, it was warm salty and kinda slimy. I tried to pull my head back, but he had a firm hold on my head, he, had me by ears, he was moving my head up and down while pushing up into my mouth. He stuff was shooting into my mouth more and more kept coming. I couldn't get my mouth away from him. I didn't have any choice all I could do was swallow it. Finally he relaxed his grip and I was able to get my head away from him. I was mad at him, "You peed in my mouth and I had to swallow it," I cried. "You said you weren't gonna pee in my mouth." "I didn't pee, I had my cum! It wasn't pee." "You mean that white stuff that came out of you like before?" "Yeah, you knew that when a guy cums, he shoots his stuff, you saw that last time." "You wouldn't let me up, I had to swallow that stuff." "So, it won't hurt you. I don't know what you are so worried about, when you had your cum you put out all kinds of your pussy cream. I licked that up and swallowed it. The least you could do is the same thing for me." Just then Sandy spoke up, "You aren't going to do that in my mouth?" It has startled me when she spoke because with everything else going on I forgot that she was here. "Yeah I am if you expect me to do you, what I did to Shelia." "I don't know if I want it then. Did it feel really good, Sheila?" "Yeah, Sandy, it was good, the best I've ever felt." "Come on Shelia admit it, it wasn't so bad when I came. Wasn't it worth it after you had your cum? Come on admit it you liked what I did to you." I could only softly admit that is was worth it. He got Sandy back in the same position that he had me in and I could watch as he did to her what he did to me. It was kinda funny to be watching it, rather than to doing it. It didn't take me long watching that I was getting as excited watching them as I was when it was me and Brad. I started to touch myself, it felt good, not as good as when Brad was touching me. I guess the key here was that it is always better when somebody else touches you there. I was watching Sandy she was really getting into it, I could tell she was getting close to that feeling I got. She was pushing her hips into his face and was turning her head back and forth. Her face was all red and I saw her nipples where standing up on her chest. Sandy took to rubbing them with one hand. Her other hand reached down and grabbed Brad's head and pulled it up to her kitty while she shoved her hips up at him. She stiffened and then let out a huge sigh, then she was stiff like she was frozen. Then she fell back and was very still. Brad picked up his head and smiled, "Another satisfied customer. I'll give you a couple of minutes to get ready before it's your turn to do it to me." Turing to me he said, "Come here Shelia, and jack my cock." I took his thingy in my hand and was rubbing it and it was all wet. He had lots of stuff coming out the end. But it wasn't like the white stuff, this was kinda clear. After a couple of minutes he pushed my hand away and turned over to lay on his back. He pulled Sandy over near him, and said, "Go ahead and start. You saw what Shelia did?" "Yeah," she said. "Okay go on and do it." He grabbed her head and pulled her head toward his waist. She started to do suck him as he reached down and started playing with her nipples. Why didn't he do that for me. I did it for myself wishing it was Brad doing it. They were at a while when Brad said, "I'm gonna cum." He pulled Sandy's head to his groin, but he didn't hold her like he did me. But she was moving her head back and forth on his thingy. He thrust up at her. I could see her mouth move and it looked like she was sucking the stuff out of him. When she pulled her head up, I could see her swallow. She did because she wanted to not like me, who was forced to do it. But truthfully it wasn't so bad to have done it. He pulled out of her mouth he was shrinking back to a little thing again. "Whew, Sandy that was great." "What about me?" I said. "Oh yeah you were great too Shelia." "If I suck you again, will lick me?" He looked at his watch and said, "I would love to but I need to go." "Can we meet you tomorrow?" I asked. "Not tomorrow. The reason I have to go is my dad and I are going up to go do some fishing and I will be gone from this evening until Sunday evening." "When will we see you again? You know school starts on Monday?" "Well girls, you'll have to get along without me. I'm in high school, I can't be seen with you. You're like going to be in what 5th grade? I could get in trouble for doing stuff with you two. So today is all for us, sorry." "But about us?" Sandy asked, "It was so good when you licked me, I mean us." When she said that she turned to me for confirmation. I was nodding my head in agreement. "If you girls like it so much you don't need me." I asked, "What do you mean, how can we find some other guys to do this? No other older boy is going to want to do things with little girls like us." "First off you aren't little girls if you've had your pussy licked and have sucked cock! Why do you think that you need to find someone older or even a guy?" We stood there going, "Huh." "You don't need someone older or even a guy. You both have had it done, so you kinda know what it's like. You can do it to each other." We were in shock, the thought that we could do it to each other was something that never occurred to us. "How do we do this?" "I'll get you started, but then I will have to go. But I need my blanket, so spread out your towels and lay on them." He directed us to begin by kissing. It seemed natural to use our tongues on each other once we started. Sandy stopped for a second to say, "Play with my nipples." I started to touch her tiny nipples, and she did the same for me. Brad let us kiss for a while then he stopped us and moved us to sort of head to tail position so we were looking at each other's kitty. Brad got us started kissing each other's kitty. After that, I didn't think too much more about him. I started to do a little of what he did to me. Sandy was doing things back to me and I liked what she was doing. I did some of the things that she was doing to me, to her. She must have liked it too. We kept this up for some time. I was getting to know what Sandy liked and I was sure she was getting to know what I liked. We managed to give each other a nice cum. When we stopped to take a break, we looked up and Brad was gone. I looked at my watch and it was getting close to time for the pool to close. We had spent the whole afternoon having sex with Brad and each other. We had to get out of there. Well at least we could go swimming tomorrow. We didn't see Brad any more. My brother said over the Christmas break Brad's family moved. His dad got a new job and they moved up state. But it didn't matter I didn't need him to have sex. I had Sandy. At the end of high school Sandy and I went to different colleges, but we wrote to each other. But by the time we both graduated we had lost touch. But we were lovers for those years since 5th grade until we finished high school. I didn't need a boy, and it wouldn't matter anyway my parents would let me date until I was 16. When I was old enough to date, I sure wasn't a virgin. Sandy had taken care of that, just as I had taken care of hers. I hadn't seen another thingy, or a cock, we would now call them, until I was 17. I let that guy think he got my cherry and in a way he did. But Brad was the first cock I ever had and it was the first one I ever saw. All of my stories can be found at: /files/Authors/Tanya_Writer/ If you like my stories let me know. Or you don't, let me know and why. You can reach me at writer.red.rose@yandex.com