Copyright (c) 1997 Lisa Cohn.   ALL Rights Reserved

This story may not be reproduced in any form for profit without
the written permission of the author.  This story may be freely
distributed with this notice attached.  The author may be contacted
through mrdouble@ix.netcom.com.





                          Kathy
                            by  
                        Lisa Cohn


     It was going to be a long journey. Kathy wondered why her 
mother hadn't booked her on a plane flight, the cost was almost
the same and it would only have taken a fraction of the time.
Still, here she was sitting in a small private compartment, alone,
thirteen years old on her way to see her father miles away. Young
people travelling alone are always looked after very well, 
ofcourse. She had eaten well, and the guard came to check on her
every once in a while. If she moved about the train she had to 
tell him first or he might get worried if he found her gone, after
all, she was his responsibility for the duration of the journey
and would see that nothing untoward happened to her - it would
mean his job otherwise and more besides.

     Kathy had read her book for a while, sorted through her case,
read a magazine and stared out of the window. She had tried to
listen to the radio, but there was too much interference caused by
the engine, she could hardly make out anything beneath the
crackles and whines. Time to go for a wander. The day was drawing
to a close and the light outside was dimming. She opened the door
and made her way through the carriage. She stopped at the end and
looked through the open door of the final compartment. There at
a makeshift desk sat the elderly guard pouring coffee from an old
flask. He looked up and nodded at her, they did not need to speak,
he knew that she was restless and needed to stretch her legs, all
the kids that travelled alone were the same. She went on passing 
through several other carriages until she came to the one that was
matked 'Lounge' on the door. She walked in and looked around. 
There was nothing much to see really, just a collection of chairs
and sofas in what appeared like a long, thin room. At the far end
was a bar that served snacks and soft drinks and she made her way 
toward it. There were few people about. An old couple sat in the
corner by the door that she had just come through, a smartly
dressed man was sat at a table going through some business papers.
A younger couple were deep in conversation sat opposite eachother
by one of the windows, each smiling at what the other had to say.
She wondered just what they were talking about. As she approached
the 'bar' she noticed  woman sat in the corner concentrating on
some thick paperback novel. Next to her sat a young boy, about her
own age looking bored and fed up with nothing to do. She went up
to the bar and got a coke, then looked round for somewhere to sit.
Her mother had told her that she should sit near families or
elderly people so that no-one tried to bother her. She thought of
moving back down to the other end of the car to sit near to the
old couple she had seen when she first came in, but thought better
of it and sat down opposite the woman and young boy.                                                           
     For a while she sipped her coke and looked out of the window
at the towns that passed by, each twinkling with the peculiar glow
of fading sunlight and street lights. As the darkness descended
outside so it became more difficult to see out, the light inside
the car causing the window to act like a mirror. Soon the view
outside had gone and all she could see was the interior reflected
in the glass. She looked at the woman reading. She could make out
the cover of the book and spent a time trying to read the title
which was backwards in the reflection. She then turned her 
attention to the boy. He was constantly moving around in the
seat, and appeared to be very restless. He had a nice face she
decided, sort of warm and handsome, his eyes had that kind of
warmth about them - sparkling, even though they were bored. His
hair was messed up, probably because he often combed his fingers
back through it for something to do, it was fairly short, slighly
curled, a sort of blond colour. Kathy could not be sure because
the reflection did not show colours too well. He wore a blue
shirt, three buttons were undone at the top and the one at the
bottom - typical boy! One side was neatly tucked into a pair of
jeans whilst the other hung loose, scrunched up at his side.
Kathy then looked at  herself. If she was looking at other people
the they were probably looking at her. Her hair looked neat and
tidy, gathered up at the  back in a ponytail, its redness
softened to brown in the  reflection. She was wearing a thin
white cotton dress patterned  with lines of differing colours and
widths. It looked smart even though it was an old dress that
hardly fitted her now. She didn't mind really because she knew
that her father would put his hand  deep into his pocket and
within a few days she would have a brand new wardrobe to take
home.

     Her gaze moved back to the boy. He was almost looking 
straight at her, in fact he *was* looking at her, totally unaware
that she was observing him. He seemed to be fascinated by what he
saw and five minutes went by without him taking his eyes of her
for a second. It might have been longer if the woman hadn't asked
him to get her a drink. The boy fetched her another cup of coffee
and sat down and once again fixed his eyes on Kathy. She decided
to look away from the window for a second and glanced round at the
rest of the people in the car. Nothing had changed from what she
had seen when she first came in, except that the businessman had
put his papers away and was fast asleep with his mouth wide open.
She looked across towards the opposite window, aware that the boy
was still watching her, shifting his eyes only when he thought 
that she might catch him looking at her. Suddenly she realized
just why he was so interested. In the reflection of the opposite
window she could see that he was looking straight up her dress.
She had sat in the same position for nearly twenty minutes, with
her right leg bent up next to her and her left leg stretched out 
towards the window. Her dress had ridden up gradually with the 
rocking motion of the train as she slumped slightly in the seat. 
He was obviously looking at her panties. Kathy felt a little 
tingle of excitement, knowing that the boy was looking at her but
could only watch whilst the woman - his mother? grandmother? aunt?
 - was sat next to him. 
     She knew quite alot about boys, or so she thought. She had
seen her big brother on many occasions and thought nothing of it.
She had seen him in the shower and a couple of times when his 
bedroom door was slightly open she had seen him rubbing his cock
whilst reading a magazine. She had kissed a couple of boys at
school, nothing special in that, and had let one squeeze her small
breasts after a school disco. She had felt his cock through his 
jeans, and felt it grow longer and stiffer under the fabric. He
had then spoilt it all by squeezing her too hard and hurting her
so she had pushed him away.

     She looked back at the reflection in the window next to her,
her eyes drawn towards the front of his jeans. God, they were
sticking out! He must have gone stiff just looking at her. She
felt rather more excited at the thought that she was turning on 
this boy. She could feel herself turning red at the thought, so
moved her hand up to the side of her face to cover her blushes.
Kathy felt a strange mixture of excitement and embarrassment, 
feelings of uneasiness and guilt, but still that tingling feeling
ran through her. She adjusted her position slightly and her skirt
rode up some more.  God! She was giving this boy a show - and 
liking it! She could see him squirm a little in the reflection, he
was obviously feeling rather uncomfortable in his tight jeans.
Every so often he would scratch his leg or knee, letting the side
of his arm rub against his cock. After a few more minutes of this 
her leg began to ache, so reluctantly she had to lower it to the 
floor. She felt thirsty so got up and went back to the bar. She
could almost feel the boy's eyes burning into her body as she 
walked past. She paid for a coke and then settled down in the seat
by the opposite window. She started to think about her father and 
what they would do for the next few weeks. She looked into the 
reflection a few times but the boy seemed to have lost interest
now that she was not showing her panties to him. She fell asleep.

     Ten minutes and a few miles further down the track she was
disturbed by the sound of talking. She opened her eyes and could
see that the woman was stretching and making remarks about going 
to bed. The boy was protesting a bit and finally the woman left
without him, suggesting that he followed her shortly. With that
she got up and left the car. Kathy was aware that the boy was 
talking to the steward serving the drinks. She looked in the 
reflection and saw him sit down with a coke. She stirred and he
looked over. She sat up and rubbed her eyes. How long had she 
been asleep? She was unsure. She looked for a clock on the wall 
as she wasn't wearing a watch, but couldn't see one. She thought 
that she would ask the steward, but saw him leaving the car with 
a crate of empty bottles. She looked at the boy. On his wrist she
could see a watch  -  she would have to ask him.

"Excuse me." she started, "Could you tell me the time, please?"
"Uh? Oh, yes." came the reply. "ten thirty-eight."

     That was it. The ice had been broken and conversation had
been started. 

"Where are you going?" asked the boy.
"I'm going to see my father. I haven't seen him for nearly 18 
months." Kathy replied.
The conversation continued with such small talk for quite a while.
After ten minutes she had learned that his name was Steve and that
he was just a couple of months older than her. He was travelling
with his step-mother to visit a new school where he would become
a boarder come the start of the new school year. They talked about
school and the things they liked, in fact for two young people who
had just met they got on like a house on fire. 
                     
Steve got brave.
"What's your boyfriend like?" he asked.
"Haven't really got one." she replied. "How about you? What's your
girlfriend like?"
"I haven't got one at the moment." Steve said. He started to blush
a little. Kathy realized that he was looking closely at her again.
"Did you like looking at me?" she said quietly so that the rest of
the people in the car wouldn't hear.
"Looking at you?" said Steve innocently.
"I saw you in the reflection of the window - you were looking up
my dress!"
Steve's face went bright red. He had been caught out and he felt
uncomfortable.
"Did you like what you saw?" continued Kathy.
"Well, uh, yeh, well......." 
"You know it's not very nice to look up a girl's dress when she
isn't looking!"
"Sorry.." mumbled Steve.
Kathy now was beginning to feel really excited. She wanted more
than just a coversation from this boy, though quite what she did
not know. She looked across at him sitting looking guilty and
embarrassed, she couldn't leave him like that.
"Don't worry." she said softly. "I didn't really mind, in fact I
got quite a buzz thinking that someone was looking at me, you 
know..... down there!"
Steve raised his head and smiled at her. Kathy thought that enough
was enough and that she should head for bed.
"Well, I'm tired and I gotta get some sleep." She got up to go.
Steve got up too. 
"I'll walk you to your compartment." he said nervously.
"Okay." said Kathy and the two of them set off through the cars
until they got to the one in which Kathy was located. As they
walked past the guard's compartment she looked in to see the old
man smile at her her wink. Nice man, she thought.

As they approached her compartment the train lurched slightly and
Kathy fell back into Steve. She instinctively put out a hand 
behind her to cushion her fall, but instead of landing on the 
ground she fell back into the young boy, her hand coming to rest 
on his cock. Immediately Steve's cock gave an involuntary twitch 
and started to get a little harder. Kathy had never felt a cock 
before and let her hand dwell for longer than in might normally 
have done and getting brave she had a quick feel of it through the
denim of his jeans, then removed her hand.
"Sorry," she said.
"I don't mind!" said Steve.
They had reached the compartment and Kathy unlocked the door and 
went in. She turned.
"Would you like to come in for a w.. while.......to t.. talk?" she
stuttered slightly as she said it. Steve felt his heart beating
faster.
"okay, yeh.." he said nonchalantly. He walked into the compartmentand Kathy closed the door behind them. Steve sat by the window and
Kathy on the bed that had been set up for her. They sat in silence
for a minute until Kathy, summoning up all her courage, said:
"Does your cock always go hard like that when you look at girls
panties?"
"Yes." he replied. Kathy thought for a second or two.
"I have never seen a boy's cock before. Would.....would you show..
.... show me yours?" There, she'd said it. Steve didn't answer, he
just slowly unbuttoned his jeans and pulled then down to his 
knees, then pulled his shorts down a little way, pulling them
outwards so that his rigid cock didn't catch in the waistband. 
There, in front of her eyes was a boy's cock. It was about 5 
inches long and looked enormous to Kathy  -  afterall, this was 
her first.
"you can touch it too if you like." said Steve.
Kathy moved over to the window seat and knelt in front of Steve.
Slowly she reached forward and delicately touched his cock with
one finger. It gave an involuntary jump as she did so abd she
snapped her hand back quickly.
"Don't worry. You didn't hurt me." said Steve re-assuringly. "Just
wrap your fingers around it." he said, breathing a little harder.
She followed his instructions and replaced her hand, this time
wrapping her small fingers around the shaft. Stwve groaned and his
cock twitched again. She could feel it pulsate a little in her
grasp. She did not remove her hand this time, but kept hold. Steve
grained a litle then said:
"Now move your hand up and down, holding it tight."
She did. All the while she stared at the small virgin cock, so
smooth and unblemished with a deep purple head that seemed 
slightly wet and shiney. As she moved her hand up and down Steve
groaned all the more.
"That right!" he said breathlessly. "Keep going. It feels good."
Kathy kept going, not really knowing what she was doing to this 
boy, but realizing that whatever it was he was sure enjoying it!
"Faster, faster!" he panted, and Kathy began to pump up and down
on his cock. 
"Ahhhh. I'm coming! I'm C..c..c.coming." he moaned loudly and his
hips thrust forward and back in time with Kathy's manipulations.
Suddenly his hips thrust forward and stayed there, he was pushing
hard against her hand. Kathy jumped as a spurt of white liquid 
shot from the end of his cock several inches into the air, then 
fell and landed on her wrist and forearm. Then a second and third
jet, followed by a last globule that oozed out of the little hole
and settled around the bulging purple head. 
"That was GREAT!" said Steve, panting hard. "That's the first time
I've had a hand job. You did it real good."  
Kathy removed her hand and wiped the cum off her wrist and arm 
with a towel. She looked down at Steve's cock as it slowly began
to shrink in front of her.
"I saw a mag once where a woman licked the cum of a man's cock.
Do you wanna try that?" he asked hopefully.
Kathy was very hesitant, but didn't want to give the impression
that she was just an innocent little girl. She got back down onto
her knees and took his almost flacid cock in her hand, moved her
head forward and licked the last globule off the topm then licked
around the head a couple of times. She settled back, and moved
Steve's cum around inside her mouth not really knowing what to do.
She decided that rather than spit it out she should swallow it. 
She had tasted the saltiness of a man's seed for the first time
in her life  -  and it didn't taste too bad!

     Kathy sat back and looked at Steve. She could hardly believe
what she had just done, but she had enjoyed it! Steve looked at 
her with a smile on his face, he felt just wonderful. He stood up 
and stepped out of his jeans and pulled his shorts up. Then he
moved over to Kathy. He placed his hand on her knee and gently
pulled at it. Kathy raised her hips and pulled her dress up around
her waist. Steve stared at the little girl panties as he had done
for such a long time in the train, but this time he was only
inches away. Kathy spread her legs in response to his pulling at
her knee and showed him what he wanted to see. He sighed a little
as he saw the small bulge of her mons pushing against the material
and the large damp patch that was growing slightly lower. With a
delicate touch he stroked the outline of her pussy through her
panties. kathy moaned a little, he must be doing it right thought
Steve who was as inexperienced as Kathy had been. He rubbed a 
little harder as Kathy squirmed on the floor, then took hold of 
the waistband of the panties and slowly tugged and pulled them
down towards her knees. He got the first glimpse of Kathy's
lovely pussy. It was almost completely bare, but Steve could see
a very faint covering of furlike hair, made more visible by its
dampness. Kathy closed her legs and Steve slid her panties down 
her legs and off over her ankles, his eyes still wide with 
excitement, staring at his prize. With the panties removed Kathy
spread her legs once more, wider this time, and Steve gasped with
appreciation at what he saw. He could see her damp slit all shiney
in the light of the compartment, not only that. he could now smell
the aroma of the little girl's sex - a rich, musky smell the like
of which he had never known before. He reached forward again and 
slowly rubbed one finger down the lenght of Kathy's slit. He felt
her jump and gasp as his finger touched her little clit that was
just protruding through the outer folds of her pussy. Kathy 
reached down and pulled her lips apart just as she did when she
masturbated on her own. Steve's eyes sparkled as he gazed on the
now sight in front of him. He slipped his finger down towards her
hole and slowly pushed until it had gone in up to the second
knuckle. Kathy moaned again. Steve moved his finger in and out of
Kathy's cunt, not really knowing what to do but thinking that this
was probably the best thing - imitate a stiff cock. He turned his
hand so that whilst his finger was dipping in and out he could
stroke the stiffening clitoris. Kathy seemed to like this alot 
more. Her moans got louder and her squirming stronger. Suddenly
he felt her body go rigid and she let out a little yelp and then a
long drawn out moan. He could feel her juices flowing freely from
her body, coating his fingers.

     Kathy felt warm all over. This was the first climax she'd had
with a boy - with anyone! It felt terrific. With glassy eyes she
looked down at Steve. He was ready for part two. He'd seen this in
one of his uncle's magazines too. He pushed his head in between
Kathy's thighs and covered her pussy with his mouth. He could 
smell the aroma, now he wanted to taste Kathy's sex. He went at it
rather quickly, lapping away at the girl's juices, licking his way
up and down the exposed flesh of her cunt. Each time he flicked
her clit she made a little maoning yelp and it was not long before
he realized that that was the spot to go for. He licked and 
sucked at it with the greed of a small child with an ice-cream,
each lick and suck making Kathy moan and squirm again. God! She
was going to cum again. She had never managed twice as quickly as
this before on her own. Each lick was met by a push of the hips.
Each suck was accompanied by a moan until it could keep no longer.
Kathy threw her head back and yelped again, this time with such
ferocity that Steve thought that he had hurt her. He moved his 
head back, but Kathy pulled him back into her. Her body stiffened
again, her back arched as she made one last forceful push against
the sucking mouth, then she fell back, panting hard - exhausted.

     Steve sat up next to Kathy and they hugged for a short while,
they kissed - a first kiss. After all that had happened they had
never actually kissed! Kathy's mind was full of rampant emotions.
She remembered her mother telling her to be careful when she had
gone to a school party because "If you let a boy kiss you he might
get the wrong idea and try to go further and who knows what might
happen." She smiled to herself. She hadn't kissed this boy, but
look what happened!

     They talked in whispers for a little while about how they
felt and how much it had meant to them. There was no embarrassment
and no guilt, just warmth and tenderness. They gradually started
to explore eachother's bodies, small strokes, gentle caresses,
tender touches of two, young, innocent youngsters discovering the
pleasures of their bodies. The night was still young and there 
were several hours before they needed to part. Tonight their
innocence was lost but their lives had been enriched by the
discovery of their sexuality.