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A Walk on a Foggy Night
by Charles Dick (frg72001@yahoo.com)

***

Getting caught doing something stupid on a foggy night 
leads to a lifelong set of relationships between a 
young girl and an early teen boy. (mg, youths, exh, 
mast, 1st, coming-of-age, rom)

***

It was a dark, foggy, night when Frank, Denny and I 
wandered along Stone Street. We were talking about 
whatever young teenaged boys talk about. One of us, 
and I don't remember who but pretty sure it wasn't me, 
said, "Let's walk along with our pricks hanging out."

Something that stupid only young teenaged minds would 
think of. But, "Sure, why not," I said. "Here's mine."

I unzipped my jeans and hauled it out. I heard the 
other two zippers open and assumed the others had done 
the same thing. Really stupid. But as I said, it was 
dark and foggy and if anyone did happen to come along, 
they probably wouldn't notice anything.

Stone Street had few street lights in those days, the 
late 1950s, usually only at intersections and maybe in 
the middle of a block.

And so there we three went, pricks sticking out of 
pants into the fog, laughing and snorting at how 
daring we were being.

I think it was Denny who heard someone coming. As it 
happened, we'd almost arrived under one of those mid-
block lights. He said something to Frank, who was in 
front of me, which I didn't hear. Suddenly, looming 
out of the fog and into the diffused glow of the 
street light, two girls appeared.

"Hi, Denny," one of them said. "Hi, Frank and Gary." 
It was Frank's younger sister, Angela, and Tina Chu, 
her best friend.

We exchanged words, with me desperately trying to stay 
behind the other guys and get my prick back inside my 
pants without drawing attention to myself. I thought 
it worked. Neither of the girls said anything and 
after a few minutes we parted.

"Whew!" Frank muttered. "I'm glad you heard them 
coming. I just had time to cover up."

"Me too," Denny said.

"But I didn't," I said. "But I don't think they 
noticed anything, do you?"

"Naw, how could they. It's so dark," Frank said. 
"Besides, she's seen everything I've got lots of 
times."

"She has?" I said.

"Sure. We shared a bedroom until a couple of years 
ago. We saw each other naked all the time."

"Wow," Denny sighed. "I'd sure like to see a naked 
girl."

I felt pretty much the same way. Neither of us had 
sisters though, nor girlfriends.

**

A couple of days later, I took a shortcut through 
Boulder Park heading for the Red & White to get 
something for my mother when I encountered Angela. She 
sat on a park bench reading a book and looked up as I 
approached.

"Hi," she said. I nodded and said hi back, and felt 
myself blushing.

Though Angela was a couple of years younger than 
Frank, she was as tall and skinny as he was. Today she 
wore a dark blue sweater over a white blouse, and a 
pink poodle skirt. She had her dark brown hair swept 
back into a pony tail.

She grinned at me suddenly. "I know what you guys were 
doing the other night."

"Eh? What do you mean?"

She giggled. "You were walking around with your 
penises hanging out of your pants."

"How... how do you know that?"

"I knew you were trying to hide something from us, so 
when Frank came home I bugged him until he told me."

Trust Frank to reveal things that should be kept 
secret!

"Oh. So?"

"So nothing. I just thought you might like to know I 
know."

"Why? Why would I want to know that?"

"Oh, I don't know.... Maybe... so you'd know... I like 
you."

I felt my blush getting more intense. "Oh?"

"Yeah." She squirmed a bit and crossed her legs, 
closing the book with a finger holding her place.

I didn't know what to say. I mean, she wasn't bad 
looking, for a girl. In fact, she still looked more 
boy-like than girl-like. Her chest was almost as flat 
as mine, though her hips were starting to widen a 
little, and her bare legs, what I could see of them, 
looked as though they might be getting curvy. Still, 
she was more tomboy than anything else. I was more 
used to seeing her in pants of some kind. Girls then 
wore dresses or skirts to school, but at home many of 
them were starting to wear pants.

"Um," she said. "If... err..."

"What?"

She made a gulping sound and started blushing herself. 
"If... I let you see my dink... would you take your 
prick out so I can see it?" she gasped out almost in 
one breath.

"What?"

"Yeah... if I show you my dink, will you show me your 
prick?"

Now, I think this must have the longest conversation 
I'd ever had with Angela. It was usually just an hello 
or how are you or something. We'd never even talked 
about the weather or school. I had no inkling at all 
she felt anything about me, beyond being one of 
Frank's friends. My blush, which had started to fade, 
came back with a rush.

"Are you serious?" I whispered. I looked around. There 
was nobody within earshot. Which didn't make me feel 
any less nervous at the direction this talk was 
taking.

"Yes! I know what Frank looks like, but I've never 
seen another boy. And I... I do like you. I want to 
know what you look like. And... and... I was hoping 
you'd like me. Like me enough to show me, even like me 
enough to want to see me too."

Thinking back, it had to be the strangest conversation 
I'd ever had. Probably the strangest ever. I mean, 
here's this gawky twelve year old girl saying she 
liked me enough to show me her greatest treasure 
because she likes me. No girl had ever even come close 
to saying something like that.

"Uh... well..."

"Oh, please, please, please! I'll even take off all my 
clothes!"

"Oh! Uh... well... okay... I guess." I could feel my 
prick getting hard at the mere thought.

She jumped up and threw her arms around me. Her book 
thumped me in the back as she squeezed. "Thank you, 
thank you!"

"But where? How?" I asked.

"Come over to our place this afternoon. There'll only 
be me and Frank home. We can do it then."

"But won't Frank find out?"

She shrugged. "He won't care. He likes to see me naked 
anyway."

Well, I wasn't too sure about all that. But I agreed 
to show up at two o'clock and left her sitting back on 
the bench, squirming in excitement.

**

When two o'clock rolled around, I was standing at the 
corner of their property, peering through the hedge to 
see if their parents were anywhere about. Not that it 
would make any difference to them if I showed up. I 
was one of Frank's friends after all, in and out of 
the house all the time. But I'd never been there for 
this, to see Angela naked and show her my prick. There 
was no car in the driveway. I could see Angela sitting 
in front of the picture window with her feet up on a 
stool, reading.

I stood there nervously shifting from foot to foot, 
unsure whether to go ahead. Frank came out the front 
door and I ducked down lower. He went around the back, 
then returned a minute later riding his bike. He took 
off up the street without so much as a glance in my 
direction. I wondered if Angela had gotten him to go 
away, or if he'd just decided to leave on his own.

Taking a deep breath, I went up to the front door and 
knocked softly. After a moment, Angela opened the 
door. She gave me a big grin and pulled me inside.

"Thanks for coming. I didn't know if you would, 
really. Frank's gone off to the library and won't be 
back for a while."

"Your Mom and Dad?"

"They've gone out too. Don't worry. Come on, my room's 
upstairs."

She was still wearing the same outfit she'd had on 
earlier, except now she was bare-foot. She led the way 
upstairs and down a short hall to her room. I'd been 
in Frank's bedroom countless times and even peeked 
into hers but this was the first time I'd ever 
actually been inside.

She stopped beside the bed and turned to me.

"Do you want me to get undressed first, or will you 
show me your prick first?"

"Uh... well... would you get undressed first?"

"Sure."

She began unbuttoning her blouse. With shaking 
fingers, she seemed to be having difficulty. It took 
forever, but at last she had it open and pulled it out 
of the waistband of her skirt. She tossed it off, then 
reached behind and fumbled open the button and zipper 
so the skirt plunged to the floor. She stepped out of 
the encircling cloth and stood for a moment staring at 
me. All she now wore were a sleeveless undershirt and 
pink cotton panties.

She pulled the undershirt over her head, revealing her 
flat chest. Flat though it was, it had nipples and 
they were sticking out quite prominently. They were 
dark pink and centred a softer pink circle. I could 
see the breasts were small humps. They looked 
wonderful to me. She tossed the undershirt on the bed 
and then hesitated for a long long moment. She was 
blushing, her upper chest, neck, cheeks, even her 
forehead bright pink.

At last, she hooked thumbs in the elastic of her 
panties and shoved them down. The crotch clung to her 
as she pushed, so the panties were inside out when 
they reached her feet. She kicked them aside and stood 
there, arms at her sides, looking at the floor.

Naturally, my eyes focused on her dink. She had a few 
dark hairs around it, but the slit was fully exposed, 
what I found out was her clit hood engorged and 
shining red, sticking out. I couldn't tear my eyes 
away until she sighed.

"I... I've never actually done something like this," 
she whispered.

"Oh? I thought you said Frank had seen you lots."

"He has. But I've never undressed especially for him, 
just... you know, undressed when he was there. We used 
to sleep in the same room when we were younger. We saw 
each other all the time. Sometimes, it still happens."

"Oh, I see." Though I didn't, not really.

"Are you going to show me now?"

"Oh! Yeah, I guess so." I undid my zipper and reached 
into my pants. My prick was hard and it was difficult 
to work it through my underpants. At last, though, it 
came out into the air, pointing up at an angle through 
my fly.

"Oh!" Angela gasped. "It's so big! It's beautiful. I 
like it! It's much nicer than Frank's."

"What do you mean, bigger?" I knew what Frank looked 
like. Our gym classes always ended with a shower. I 
didn't think I was any more impressive than he was, 
nor any other guy in the class. (With the possible 
exception of Jim Bee, who had one longer than anyone 
else. He's the guy who became a porn star and 
eventually died of syphilis.)

"I've never seen his look like that," she said. She 
was staring at it and stepped closer.

"I've got a hard on," I said. "It's because I've never 
been with a naked girl before. It always happens when 
I think about girls..."

"Even..." She stared into my eyes. "Even me?"

"Well..." I didn't want to hurt her feelings, 
especially now she'd revealed her all to me, but, 
really, I'd never thought of her much at all. Not even 
like this.

"Er... well... no. Not you. Not until today. Until 
now."

"Who were you thinking of the other night?"

"Nobody. We were just being stupid. I wasn't thinking 
of anything... well, except the fog felt cold on it."

She giggled. "Is it cold now?"

"No. Not at all. In fact, I feel kinda warm."

"I like it warm in my room... so I can be naked 
sometimes. You could... get undressed too."

"Uh..." That wasn't part of the bargain.

"I'd really, really, really like to see you naked," 
she begged.

"Why? I don't look that much different than Frank."

"But you are different. Please!"

"Oh, all right," I grumbled. I don't think I'd have 
succumbed to her plea a year or two later, but I 
suddenly didn't feel embarrassed any more. I pulled 
off my shirt and pushed my jeans down. I had to sit on 
the bed to take off my shoes. She suddenly knelt in 
front of me and tugged my pants off. I was sitting 
there in my underwear, my prick sticking out of my 
shorts, with her kneeling there in front of me. Her 
eyes were sparkling, she was breathing rapidly with 
her mouth partly open. Her blush had subsided a 
little, but her little red nipples were still standing 
out on her chest.

I couldn't see her dink with her squatting in front of 
me like that. I pulled my T-shirt off and tossed it on 
top of her vest. Taking a deep breath, I stood up and 
pushed my shorts down. As my prick disappeared 
momentarily she sighed. I had to pull the elastic wide 
to get over it and then... there I was. Fully naked to 
a girl. My cock was throbbing. The knob on the end 
shone in the sunlight streaming in her window.

I stood there for a moment, looking down at her 
looking up at me, then sank down on the bed again.

"Now what?" I asked.

She pulled in a deep shuddering breath. I didn't blame 
her. By now we were both short of breath. She tore her 
eyes away from my throbbing prick and looked up at my 
face. I didn't know what to expect. Hell, I didn't 
know what to expect when I walked out my front door, 
let alone what was happening now.

"Can... can I touch it?" She put out her hand, 
pointing at my prick.

"Uh!"

"Please! I won't hurt you. I know how sensitive 
Frank's is." I wasn't sure what she meant by that. 

But, what the hell... "Yeah. Okay. I guess. But you 
have to let me touch you too."

"Oh, of course." She crawled closer and rested one 
hand on my knee while she reached in and touched the 
knob with the tip of one finger.

Okay, I know everybody says it's like an electric 
current zapping through you when someone touches you 
there. Well, it is, whether it's a cliche or not. A 
sharp tingle shot down my prick, into my groin, up my 
spine to my brain and exploded there. I couldn't have 
made her stop then if I wanted to.

She twirled the fingertip around the knob, then along 
the top to my pubic hair. Back it went to the tip, and 
then along the underside to my balls. She took each 
ball between thumb and forefinger and sort of rotated 
them, then cupped the sack and squeezed gently.

She looked up at me then. "Frank won't let me touch 
his balls. They feel nice. I know I'm not supposed to 
squeeze hard, or it'll hurt."

After a few endless moments, she returned her 
attention to my prick. She wrapped her hand around it 
and rubbed up and down. That was the end, for me. I'd 
been feeling this tightening building up and up, 
unlike anything I'd ever felt before. I'd had a few 
wet dreams, but I'd never managed to make myself cum.

And cum I did. The first spurt smacked Angela in the 
chin. It caught her by surprise and she jerked her 
head to one side, so the next shot hit her cheek. Four 
or five more, marginally weaker, squirts rocketed out 
to land on her chest and belly.

I sank back on the bed, gasping, my brain whirling. 
There were spots in front of my eyes, though I 
couldn't have focused on anything if my life depended 
on it. Angela didn't have a tight hold of my prick by 
then, and it slipped from her grasp, her hand being 
well lubricated with my sperm.

When I came up for air, she was still kneeling there 
with her mouth open, staring at my prick, which had 
subsided somewhat. The cum was dripping off her chin 
and that on her chest was dribbling down across her 
soft smooth stomach towards her dink.

"What?!" she gasped. "What was that? Why did you do 
that? It's all over me!"

"I'm... sorry," I whispered. "Nothing like that's ever 
happened before."

She swallowed a couple of times, then touched a gob of 
the thick white stuff on her chest. "It's not pee. 
Unless boys pee is a lot different than girl's."

"No, it's not. It's... it's what happens when a boy 
cums. If it went inside you, it would make a baby."

"No, that's silly. I can't make a baby until I start 
having my periods. Everybody knows that."

"Oh. I... didn't know."

"Boys!" she exclaimed. "But... can't you control it. 
Can't you hold it in so it doesn't make such a mess?"

"I guess not. I don't know. That's first time it's 
ever happened to me."

She got up off her knees and pulled tissues out of a 
box on the bed-side table. The stuff on her body was 
definitely on route to her dink. She wiped her face 
first, then took a swipe at the stuff running down her 
stomach. I liked watching her rub her body and wished 
it was me doing the rubbing. My prick was still a bit 
stiff, and there was some cum dripping off the end. 
Angela noticed and handed me a tissue.

"It's still coming out," she said. She dropped the 
tissues in a waste basket and climbed on the bed 
beside me. "Now it's your turn to touch me." She 
sprawled on her back and spread her legs apart. I 
leaned up on one elbow and studied her body.

Her arms and legs were still tanned from the summer 
sun, in contrast to the pale pink skin of her body 
from her neck down to mid-thigh. There was still a 
couple of drops of my cum in her sparse pubic hair. 
Her dink was open wide. I leaned over to study it and 
drew a finger down the glistening red skin thrusting 
out of the slit. She wriggled and sighed, spread her 
legs even further apart. I traced along the split, 
noticing it was very wet, until I came to the end. 
Peering into her crotch, I realized the slit continued 
almost all the way through, stopping short of her ass-
hole.

I explored, running my finger up and down the moist 
sides. I didn't know they were called lips at that 
point. Lips were the mouth. As I felt around, they 
opened a little wider, revealing the soft pink 
interior.

"Put your finger inside," she whispered.

"What?"

She took my hand and pressed a finger into the 
interior. It was real warm and even wetter than the 
outside. "Feel around, especially up here." She guided 
my hand towards the front. "There! Touch me there. Not 
so hard! Gently! Move it around... yessss... like 
that... ooo, that's nice... I like that... Yessss... 
Oh! Oh! OhYess! Ohhhhhh! No! Don't stop! Don't sstop!"

Her body started jerking around, her head tossing from 
side to side, belly heaving up and down, legs flopping 
loosely. After a few moments, she took hold of my hand 
and held it still. "That's enough for now. Wow! Thank 
you. That's how girls do it. Thank you. Nobody else 
has ever done it for me. I always have to do it 
myself."

We stayed there on her bed, side by side, breathing 
hard, for several minutes. I knew I was hard again. 
Just fondling her dink did that. Hell, just looking at 
her dink did that. After a while, Angela sat up and 
looked down me.

"You're hard again," she said, stating the obvious.

"Yeah."

My prick was pointing up at my head, still leaking a 
little. She reached over and ran a finger along the 
thick vein on the underside. When she reached my 
balls, she continued across the sack, pressing between 
the balls and going down into my crotch. She stopped 
just short of my ass-hole. Then reversed. The finger 
stopped at the knob and traced around the edge. Just 
where the shaft and knob joined was the most sensitive 
spot and she seemed to hone in on it. Her finger 
twirled around and around that spot. 

I could feel the sensation roaring down into my balls 
and back up my spine into my brain. I couldn't stop 
it... I began pushing up against her hand. Faster and 
faster I went until another explosion released the 
exquisite tension, sending bursts of goo across my 
body. This time, the first spurt hit my chin instead 
of hers, and the rest decorated my chest and belly.

She giggled, watching the stuff shoot out. "Wow," she 
sighed. "How often can you do that?"

"I don't know... this is the first time, remember." I 
felt limp, exhausted even.

She took more tissue and wiped my chin, chest, and 
belly dry.

"I like doing this. Let's do it again someday." She 
tossed aside the tissue and sat cross-legged beside 
me.

"Yeah! When?"

"Oh, I don't know. It'll have to be when there's 
nobody home." She sighed again. "There's almost always 
someone here, though."

"Ohhh... well... we'll think of something. I hope."

"Oh, don't worry. We'll definitely be doing it again." 
She glanced at the alarm clock on her night stand. 
"Damn. Mom'll be home soon. I guess you'd better get 
going."

"Oh. Damn, really?"

"Yeah. Unless Frank comes home soon. Then you could 
just go hang out with him."

I wasn't sure how I felt about that. Here I'd just 
been practically fucking Frank's sister, and then I 
was supposed to go hang out with him as though nothing 
had happened. I decided to leave. It wasn't until I 
went to put on my socks that we discovered one had 
disappeared. All this time, Angela had been naked and 
watching her move about her bedroom was giving me 
fits. I had another erection, though I'm pretty sure 
it wasn't nearly as hard as before.

We gave up looking for the sock. I stuffed my feet 
into my sneakers and started to head downstairs.

"Wait a minute," Angela said. "I'll get dressed and 
come down too." She grabbed up the blouse and pulled 
it on, then picked up the skirt and wriggled into it.

"What about your underwear?" I asked. She shook her 
head.

"Not important now. I'm not going out again today."

"You... never wear underwear at home?"

"Well, sure. I mean, I had it on when you got here, 
didn't I?"

"Yeah."

"So... I just do what I'm comfortable with. I might 
put my panties on before Mom gets here. Or I might put 
pants on. Then I don't need panties at all." A sudden 
mischievous grin swept across her face. "Hey! Would 
you like to take them? My panties? As a keepsake?"

"You're kidding!"

"No I'm not. You'd be the very first boy I ever gave 
something like that to."

"But... what would I do with them?"

She shrugged. "Take them out and look at them when you 
jerk off? I don't know. Wear them! Just think... your 
prick would be in the same panties as my dink was." 
She giggled. "I bet you'd shoot off all over the place 
and make a real mess."

I ended up with her pink cotton panties stuffed into 
my jean pocket. She was right. Even though I hadn't 
put them on, I had an erection that wouldn't quit, 
just thinking about having a girl's panties with me. I 
was so conscious of my prick rubbing inside my own 
underwear that I barely made it home before getting to 
the bathroom and shooting off for a third time.


Well, nothing else happened. For the next six weeks, 
every time we ran across each other, at school or 
outside somewhere, we'd blush. We didn't say anything 
more to each other than we had ever done. I had a hell 
of time containing my erections when I visited Frank, 
knowing she was just across the hall and maybe not 
wearing panties.

Those panties, oh, those panties. I was in a panic 
over where to put them. I couldn't very well walk 
around with them in my pocket all the time. I didn't 
dare put them in my own underwear drawer. I finally 
hid them in the very bottom of my model-making tool 
box, under a pile of used sandpaper.

I did try them on. They were kind of snug, especially 
as I promptly got an erection. The soft cloth 
stretched 'way out, and felt good against my knob. But 
I didn't dare keep them on for too long. Not that 
time. But every once in a while, I pulled them out and 
slipped them on, usually at bedtime, and walked around 
my room to see what it felt like. Then I jerked off as 
hard as I could in the bathroom before getting into 
bed.

**

Getting on towards Christmas time, one Thursday 
afternoon on the way home, Angela walked beside me. We 
chatted a bit, and, just as I was about to leave her 
to go towards home, she reached into her jacket pocket 
and handed me something.

"What's this?" I asked.

She grinned. "Your sock. I discovered it 'way under my 
bed the other day."

"Oh. Well... thanks."

"Tried my panties on yet?"

Instant blush. "Uh... yeah. Yeah. I did."

"Like 'em?"

"Uh-huh.:"

"Good. If you'd like another pair, come over on 
Saturday. I'll even let you take them off me. But wear 
those ones, okay?"

"Oh! Yeah, sure, okay. What time?"

"Oh, make it after lunch. About 1:30. Everyone will be 
out by then."

"Right. Okay."

She grinned suddenly, and leaned up to kiss me on the 
cheek, then darted away towards her house.

But, man, did I ever have a problem getting home 
without shooting off in my pants! I did make it, and 
sprayed come into the toilet bowl for a long time, it 
felt like. And again after dinner. And again when I 
went to bed. And again when I woke up in the morning. 
Every time I caught a glimpse of her at school all day 
Friday, my prick tried to tear its way out of my 
pants. Everyone around me must have thought I was 
going nuts, with a constant blush on my face and bulge 
in my pants. Luckily the blush was more obvious.

I got away from the school as quick as I could and 
walked fast towards home. Angela caught up with me. I 
heard someone running along the sidewalk behind me and 
turned to see who it was,

"Wait up!" she called.

And then, having caught up with me, she dropped into a 
normal walk, panting slightly. "You still coming over 
tomorrow?" she asked.

"You bet!"

"Oh, good! Remember to wear my panties."

I lost track of the number of times I jerked off that 
night. My folks started wondering if I was sick, I 
spent so much time in the bathroom. I managed to 
settle them down and slept exhausted. Lunch took 
forever to arrive. Finally, though, it was eaten. I 
went up to my room and pulled Angela's panties out of 
their hiding place. I'd only ever worn them around my 
room, and never inside my jeans. It took me a long 
time to get out of my pants and underwear and pull 
them on, and then put my pants back on. I was sure 
anyone who looked would know what I was doing, but a 
look in a mirror showed me I had nothing to worry 
about, except for the bulge of my erection.

I don't even remember walking to Angela's house. But 
suddenly, there I was at her front door. I knocked. 
After a moment, the door opened. She peered around the 
edge and said, "come on in." I turned to her as I 
entered and discovered she was totally naked.

She threw arms around me and hugged me tight for a 
long moment.

"It's really good to see you," she said, nuzzling my 
cheek with her lips.

"Yeah," I said, ever the romantic. "You too." She did 
feel nice as I touched her soft smooth warm skin.

After a moment, she released me and led the way 
upstairs.

"I thought you wanted me to take off your panties," I 
said, following her bobbing bum with my eyes.

"Maybe you'll have to put them on, first," she said, 
giggling.

"On you? Or on me?"

"Maybe both." She turned to me as we entered her room 
and hugged me again. "I've been practising for this 
all week," she said, pressing her lips to mine.

"How?" I asked, pulling back. "Who were you practising 
with?"

She giggled again. It felt good to feel her body 
jiggling against mine. "Shelly Adams. She's a good 
kisser. I bet you'd like to kiss her."

Shelly was a girl in my home room. She was actually 
the youngest girl in the class, only a little older 
than Angela. Because of her birthday, she was plunked 
in with us older kids. I wasn't sure I wanted to kiss 
her. She was kind of stand-offish, wore glasses, and 
always seemed to have a book in front of her face. I'd 
never paid much attention to her.

"Why would you say that?" I asked.

"Why not? Don't you like kissing girls?"

"I don't know. This is the first time I've had the 
opportunity."

"You've never kissed a girl before?"

"No."

"Well, then, it's time you learned. You'll have to 
know how when you kiss Shelly, anyhow."

"But... what if I don't want to kiss her?"

She grinned. "Believe me, you'll want to."

"But... if I'm kissing you, and... and... and liking 
it, why would I kiss her?"

"You like kissing me?"

"Uh... yeah. It's nice. But how come you weren't doing 
it with Tina? I thought she's your best friend."

"Yeah, well... I tried to get her to do it, but she's 
too young. She just doesn't understand what I want her 
to do. And Shelly's my next best friend, and she 
really knows what she wants. So...

"C'mon. Get undressed. Then we can kiss properly." She 
began tugging at my zipper. "Besides, I want to see 
how you look in my panties."

We got down to that state in short order. The soft 
pink cloth was thrust out a long way by my erection 
and there was a wet spot at the end where I'd been 
leaking.

Angela made me stand up straight and walked around me, 
studying the look. "I like it," she finally said. 
"It's a lot different than boy's underwear. And look, 
you can still get your prick out if you need to." She 
pulled the waist band down, exposing my prick. "I 
still like yours better than Frank's," she said, 
running a finger along its length. "I never see his 
nice and hard like this."

I found that hard to believe. I mean, just the thought 
of a girl seeing me naked made me get hard. I didn't 
know how Frank could stand it.

"Shelly will really like it too," she added.

"Why do you keep talking about Shelly? I only want to 
be with you," I blurted out.

"Shelly has a huge crush on you. All you'd have to do 
is point and she'd come running." She pulled the 
panties down to my ankles and I stepped out of them. 
This time, she put them on top of my jeans.

"That's silly. Why? And why are you telling me this? I 
thought you wanted me. You said you like me." I was 
really feeling puzzled by the way she was talking.

"I do. Oh, I do! But... well... she's older than me, 
more your age, I bet you'll get tired of me, I'm so 
much younger than you are. I... I think you just want 
to see me naked because I'm a girl, not because you 
like me that much."

Well. What do you say to something like that? That 
she's wrong? That she's right? I mean, sure, I liked 
seeing her naked. I liked touching her. I liked the 
way she touched me. But would I feel the same way 
after a similar episode with an older girl? One that I 
knew nothing about?

After I thought about it for a moment, that's what I 
said to her. "But I like the way you look. I like the 
way you feel. I like the way you touch me. I don't 
know anything about Shelly. How can I say whether I'd 
like her better when I know nothing about her?"

"Even... even though she really, really, really wants 
to do it?"

That threw me. "How do you know that? How can you 
possibly know that?"

She threw her arms around me and pressed against me. I 
thought she was sobbing. "Be-be-because I... I told 
her what you look like!"

"What?" I pushed her back so I could look her in the 
eye. "You didn't!"

"I did! We were practising kissing and I said 
something about what it would be like to kiss a boy 
and she said she wanted to kiss you and I said it's 
nice to hold you bare and... I'm sorry. I shouldn't 
have said that, should I?"

She really was crying now. I pulled her back against 
my chest and stroked her soft smooth back, feeling her 
shuddering against me. It was one of the nicest things 
I'd ever felt; a warm soft naked body pressed against 
my own naked body, tears dripping on my chest, erect 
prick trapped between our bellies. 

I didn't know what to say to Angela. She'd let the cat 
out of the bag. Now I'd have to figure out how to deal 
with a girl I barely knew. And I liked Angela, damn 
it. Even though it was mostly just lust, I guess, but 
it felt good, real good, to hold her in my arms and 
rock her back and forth while she cried herself out.

Finally, she snuffled and gasped and lifted her head 
from my shoulder. "I guess... this is it then?"

"What do you mean?" I said, brushing a rivulet of 
tears from her cheek.

"You'll never want to see me again. Not even with 
clothes on."

"No! Not true! I want you more than ever now," I said, 
shocking myself.

"But what about Shelly?"

"I... don't know. You know her better than I do. What 
would happen if I just ignore her?"

"Well... I guess her feelings would be hurt.... I 
know... How about I ask her over next time we do it 
and you can find out which one of us you like better?"

"Uh... well... would she get undressed too?"

"Sure. She likes to be naked too. You'll love her 
dink. It's got lots more hair than mine does, and her 
button sticks 'way out." She giggled. "She likes it 
when I kiss her there."

"You kiss her dink?"

"Yeah. It makes her feel good. It makes me feel good 
too.... You can kiss me there if you want to. It makes 
me feel good, just like when we kiss with our mouths."

I'd never even vaguely thought about kissing her 
there; well, I'd never thought about kissing at all 
until that afternoon, anywhere. But her dink?

After a moment, I knelt down in front of her and 
stared at the slit with its surrounding little hairs 
and the bright red flap of skin protruding from it. I 
brushed a finger along the flap and she shivered. I 
leaned in and sniffed. It didn't smell, as far as I 
could say. I touched her again and pushed my finger 
into her crotch. It felt damp. She was quivering now. 
With a mental shrug, I pursed my lips and touched them 
to the top of the flap. She gasped and thrust against 
my face.

"Suck it," she whispered.

"What?" I said, leaning back to look up at her.

"Suck the button. Put your lips around the hard part 
and suck on it. It feels sooooo good!"

Okay. I wasn't at all sure what I was doing, but I did 
what I thought she wanted. I sucked the hard little 
nub between my lips. It brushed against my teeth and 
she gasped.

"Harder! Oh, harder! Yes! Oh! Oh, yess! Ahhhh! 
OH!OHHHhhhhh!"

She slammed against my mouth, her whole body jerking 
and jumping as her come hit. And then it was over. She 
was leaning on my shoulders, sagging down towards the 
floor. She pushed my head away and dropped to her 
knees, breathing hard.

"Wow!" she whispered. "Wow!... That was even better 
than when you used your fingers. Holy cow..." She 
leaned against me, hugging me as tight as she could. 
"We've gotta do that some more," she whispered into my 
ear. "A lot more."

By that time, I was as hard as I'd ever been. She 
could feel my prick throbbing against her belly and 
reached down to take hold of it.

"You've gotta come too. I have to make it as good for 
you as you did for me. I know... sit on the edge of 
the bed... that's it... now..."

She began running her fingers up and down my shaft, 
twirling them around the swollen crimson knob, gently 
squeezing my balls. Then she placed a very tentative 
kiss on the tip. She ran her tongue around the edge of 
the knob, then over the end. She was running her hands 
over it while she was doing this. I don't know if I 
knew the word 'ecstasy' at that time of my life, but 
that's the way I felt. I could feel the tension 
growing and growing and...

"Gonna come," I gasped. She kept fingering. The first 
blast shot out and hit her square in her partly open 
mouth. So did the second and third. The rest weren't 
as strong and decorated her chin, throat, and chest.

"Wow," she gasped as the last spurt sprayed out. "Was 
that good? Did you like it?"

"Oh, yeah," I moaned. "Oh, yeah."

She sat back on her heels, grinning at me. "I like 
doing that. It's fun. I like seeing your face when it 
happens. It's like... you don't know where you are, 
sort of glassy eyed."

She wiped some of the stuff off her chin and got up to 
reach the tissue box. "I think you shot out a lot more 
than the first time. I'm gonna have to have a shower 
before my folks come home."

"I hope that's not soon," I said. "I don't think I can 
move."

"Let's lay down together on the bed then."

I squirmed all of me onto the top sheet and she 
stretched out at my side, head on my shoulder.

"This is nice," she murmured. "I miss being in bed 
with someone. I used to sleep with Frank when we were 
little. Now, Mom won't let us. It gets kinda lonely at 
night sometimes.... Promise you won't tell anyone... 
sometimes I go and get in bed with him anyway."

"Really? Who would I tell, anyway?"

"Yeah," she sighed. "I trust you, Gary. I know you 
won't get us into trouble."

I pulled her snug against me, stroking her back. 
"Does.... does Frank know what we're doing?"

"I don't think so. He knows I like you. But I wouldn't 
tell him about this."

We stayed like that for some time, not saying much, 
just enjoying the feel of each other's body. I was 
feeling dozy, comfortable, not exactly asleep, but not 
aware of much besides her warmth, her breathing, the 
rise and fall of her chest against mine, the damp 
warmth of her thigh against mine.

She startled me after awhile by stirring and sitting 
up. "I guess... I'll have to have that shower. It's 
almost time for them to come home."

"You want me to leave?"

She sat looking at me for some time. "No... but I 
guess... it might be better if you weren't here when 
they arrive."

She got off the bed and went over to her desk chair. 
"These are the panties I was going to have you take 
off. Would you like them?"

These ones were white with little pink hearts printed 
all over them. She pulled them on and posed for me, 
with a big grin on her face.

"Oh, yeah, sure, why not."

"Well, then, you'll have to take them off me." She 
stood beside the bed, arms at her sides, legs spread 
apart a little. I swung my legs to the floor and 
reached for her. She stood demurely while I hooked my 
fingers in the waistband and tugged them down to her 
ankles. Then she leaned in and kissed me, this time 
with the surprise of her tongue poking into my mouth.

"Thank you for a wonderful afternoon," she said. 
"Now... which ones are you going to wear?"

I hadn't even thought about that. I shrugged. "These 
ones?" I said, holding up the ones I'd just taken from 
her.

"Good! Let's see what they look like."

**

The Christmas holidays came. The day before Christmas 
Eve, I was home alone, reading a Hardy Boys mystery 
when the phone rang. It was Angela.

"Are you doing anything important?" she asked.

"Just reading a book. Why?"

"Well... Shelly's over here, if you'd like to come 
over and... you know?"

"Oh... just the two of you?"

"Yeah. Frank's gone shopping with Mum, and Daddy's at 
work."

"Uh..." I still wasn't sure about this Shelly thing. I 
mean, I didn't know anything about her, really. And 
she had a crush on me, according to Angela.

"Come on," she pleaded. "It'll be fun!"

"Oh, all right. I'll be there in a few minutes."

"Great! And wear... you know?"

"Your panties?"

"Yeah!"

"How will Shelly feel about that?"

"She knows I gave them to you, and why."

"Yeah, but how does she feel about it?"

"Oh, she wants to see of course."

"Well..."

"Tell you what... if you wear them, we'll be naked 
when you get here."

"Okay." Seeing two naked girls was a pretty good 
incentive. I stripped off my jeans and shorts and took 
out the first pair Angela had given me. I think I must 
have grown a bit because they felt a lot tighter than 
they had originally. Especially in my crotch, where 
they gripped my balls kind of uncomfortably.

I knocked on Angela's front door about fifteen minutes 
later. I heard a window open upstairs and she called 
down, "Who is it?"

"Me."

"Oh, good. The door's open. Come on in and come 
upstairs."

Inside and outside her bedroom, I knocked on the door. 
"Come in," she called. I heard a stifled giggle. I 
pushed the door open and stepped in.

Angela was sitting cross-legged on her bed. Shelly was 
sitting on a chair nearby, her legs crossed tightly. 
They were both naked. Shelly was blushing furiously.

"Here we are," Angela said, waving her arm around.

"Hi," I said, with great aplomb.

"H-h-h-hi," Shelly whispered.

"So," Angela said. "Did you?"

"What? Wear your panties?"

"Yeah," she said, giggling.

"Yes. But I don't think I can wear them again. I seem 
to have outgrown them. They're not very comfortable 
now."

"Oh. That's too bad. Well... let's see."

I glanced at Shelly. She was barely breathing, I 
thought, and if anything, her blush was even deeper 
than when I walked in.

I pulled off my shirt and kicked my sneakers off, then 
shoved my pants down and stepped out of them. My prick 
was making a good sized bulge in the panties. Angela 
got off the bed and knelt in front of me. She pushed 
some fingers into my crotch and tried to get inside 
the leg opening.

"I see what you mean," she said. "I think I could fit 
my finger inside before. Well... take them off if 
they're uncomfortable."

I kept my eyes on Angela as I pushed them down and 
off. She smiled up at me and kissed the tip. I heard a 
sort of "ulp" sound from Shelly. We both looked at 
her. She was swaying back and forth, her eyes closed, 
mouth hanging open. As we looked, she sagged off the 
chair onto the floor.

"Oh, wow," Angela cried. "I think she fainted."

She crawled over to her friend and shook her by the 
shoulder. "Hey, Shelly. You okay? Come on! Wake up!"

I followed Angela and stood looking down at Shelly. 
She wasn't bad looking. As Angela said, she had more 
pubic hair, and with her legs splayed, her slit seemed 
to be wider and deeper. There was no red bump at the 
top, though.

After a moment, Shelly gasped and shook her head. 
"Ohhhh," she sighed. "What happened? What..."

"I guess you fainted," Angela said. "You okay now?"

"I... uh.... I don't know... Uh... Yeah... yeah... I 
guess so. Just... let me lay here for a while. I'll be 
okay."

"Okay," Angela said. She stood up and turned to me. 
"Come on... let's get on the bed and do it. I can't 
wait any longer!"

She sprawled on top of me as I stretched out and 
pressed her lips to mine. My prick was trapped between 
us and I could feel her pubic hair rubbing on it as 
she squirmed around. She was warm and soft and smooth 
as I caressed her bare back and down to her bum. We 
traded tongues back and forth for a few moments.

"Kiss my knob," she said, rolling off and spreading 
her legs. "Suck it like you did the last time."

I moved between her legs and crouched over her, 
pushing her legs wider apart. Leaning down, I licked 
the slit up and down a few times, then sucked the red 
bump between my lips and ran my tongue over it while 
sucking. I pressed a finger against the slit and 
rubbed back and forth as well. She gasped and 
squirmed, began panting and gasping. Her whole body 
began jerking as I worked on her and then her back 
arced up off the bed, thrusting repeatedly against my 
head as her orgasm smashed through her. Up and down, 
up and down, up and down, while I tried to keep in 
contact. My finger actually went inside her slit at 
one point and I felt how wet it was in there. I 
mentally told myself I had to explore in there some 
more. Finally, she subsided and stopped moving, 
gasping and moaning.

"Enough! Stop! Please stop," she whispered. "No more. 
Not now."

I sat back on my heels and caressed her thighs. She 
lay there, eyes closed, barely breathing for a few 
minutes.

"That was soooo goooood," she said finally. "The best 
one yet. You gotta try it, Shelly."

We both turned to Shelly. She had recovered enough to 
sit up and, apparently, watch us. To say she was bug 
eyed didn't really cover it. If anyone ever looked 
astonished, she did. She shook her head.

"My god," she muttered. "I... I've never seen anything 
like that before!"

"Wait'll you have it done to you," Angela said. 
"You'll never believe it if I tell you how it feels. 
It's sooo wonderful!"

Shelly shook her head violently. "No! No!... At... at 
least... not now. Not right now. No."

"Oh, well," Angela said. "That just means more for me. 
C'mon. Let's do it again." She sprawled on her back 
and spread her legs wide.

"Hey, don't I get a turn?" I asked.

She grinned. "Sure you do. Come on." She patted the 
bed beside her. I lay down. She propped herself up on 
one elbow and began caressing me. Up and down and back 
and forth over my chest and belly and lower and lower 
until she reached my pubic hair. Then she drew a 
finger along the full length of my shaft to my balls, 
which she cupped and rotated. N

ext thing I knew, she had her warm soft fingers 
wrapped around me, moving back and forth. I don't know 
if I knew the word exquisite then, but that's the way 
it felt. I began moving, thrusting up and down as she 
stroked. I could feel the tension rising and rising 
and then I exploded, spraying almost up to my chin and 
decorating my whole front. Exquisite. Yes. Yes. 
Whether I knew the word or not, that's the way it 
felt. Electric currents racing up to my brain and back 
and forth through my body as the orgasm struck and 
struck hard.

When it was done, I sagged back on the bed, breathing 
hard. If there had been an earthquake or an atomic 
bomb go off just then, I doubt I'd have noticed. The 
only thing I was aware of was Angela's hand still 
squeezing my penis.

I heard her talking to Shelly as though she was out on 
the street somewhere, sort of echoey from a long 
distance. "There," she said, "that's how it's done. 
You ought to feel his cock when he comes like that. 
It's like holding a hose when someone turns on the 
tap. Blam! It makes me want to come again myself. You 
want to try it?"

I felt her start to clean up the mess. My orgasm had 
decorated my body with blobs of semen from chin to 
pubic hair. It felt just as nice to feel her hands on 
me as the lead up to the orgasm had done.

A few moments later, I felt her move aside.

"It's gone soft now," she said. "But it feels good 
that way too. And it might get hard again. Come on. 
Just touch it."

A cold fingertip touched the knob and quickly 
withdrew. "Come on," Angela said. "Really touch it. 
Like this."

A more confident touch, fingers curling around the 
shaft, thumb rubbing over the knob. It stopped. After 
an age, the cold finger returned. It ran around the 
edge of the knob, then along the shaft and back again.

"See," Angela said. "Isn't that cool."

(Probably she didn't say cool. I don't think that was 
part of our vocabulary then.)

Shelly muttered something and continued to feel me. I 
could feel myself starting to grow hard again. Before 
long, I was up and throbbing just like before.

"Keep it up," Angela said quietly. "Just rub, like I 
showed you. Yeah. Like that. Keep going. That's 
good..."

It was good. Shelly's cool fingers felt wonderful as 
she moved her hand. The contrast between my heated 
penis and her chilly fingers was hard to describe. I 
could feel another explosion coming on and began 
humping up against her hand. She stopped.

"Don't stop!" Angela cried. "Keep going, keep going!"

My thrusts came harder and faster as her hand returned 
to the job and suddenly, there I was, spraying semen 
all over myself again.

"Oohhh," I heard Shelly moan. "Oh... oh... did I do 
that? Make it do that?"

"Oh, yes," Angela said, giggling. "You sure did. Isn't 
that just so awe inspiring. I love it when he starts 
jerking like that, don't you?"

"Uh... well... I don't know. I guess so. I've never 
seen anyone do it. I guess so."

"Right. Well, here, help me clean him up, just like I 
did last time.... Good... Don't forget his prick. It's 
still leaking a little. That's it. Good."

I cradled my head in my hands and let them work over 
me. I don't think I've felt anything quite like that 
sensation of two naked girls cleaning my body. I was 
half hard again by the time they finished.

"Now," Angela said. "Do you want him to do you like he 
did me?"

"Oh, I don't know," she wailed. "I do... sort of... 
and then... I... Oh! What do you want me to do?"

"Just lay down," Angela said. "And let Gary do what he 
wants to you. You'll love it, I really mean that."

Shelly got on the bed and flopped on her back with her 
eyes closed. I got my first good look at her. She was 
starting to grow breasts and the nipples were poking 
out, dark brown knots in the middle of lighter brown 
circles. She was blushing again. Her belly was flat 
and smooth centred by a deep belly button and ending 
in a tangle of light brown pubic hair. Now her slit 
was filled with the red hood.

I began just by caressing her shoulders and arms and 
along her sides. I could feel her quivering as I 
touched and she was barely breathing. After a bit, I 
touched her nipples and she gasped. I circled a finger 
around each of them, feeling her heart thumping in her 
chest. I watched as they came erect under my fingers. 
Then I moved on down her soft warm skin towards her 
navel and ultimately, her pubic hair and dink.

She was shuddering so much by then that I thought it 
might be better to avoid that area, and went on down 
her thighs and lower legs. I tried to go back up on 
the insides, but she had them clamped so tightly I 
couldn't get between them.

After a lot more caressing and fondling, I leaned in 
and kissed her on the lips the way Angela and I had 
been doing. Those lips were so dry! I licked them 
several times with my tongue, moistening them, and 
after a while she licked them herself. I touched the 
tip of her tongue with mine. She hesitated, and let me 
enter her mouth a little way. I kept my hands busy 
exploring her chest and upper body. I thumbed over the 
hard tiny nipples several times and could feel her 
gradually relaxing. I moved one hand down to the top 
of her mound and ran my fingers through the hairy 
curls. She sucked in another gasp, but made no move to 
stop me.

Shelly seemed to be getting into what we doing. I felt 
her legs relax a little as I touched a finger to her 
engorged slit. Moving my lips to a nipple, I started 
caressing her thighs again, and attempted to get 
between them. This time, she relaxed enough that I 
could press in. The skin of her inner thighs felt 
satiny smooth. She was still quivering, but not as 
hard as before, I thought. I pressed my hand up 
towards her crotch.

Her legs clamped closed again, trapping my hand 
between them. I could move my thumb back and forth. I 
wondered what would happen if I kissed her dink like 
I'd done with Angela. Letting go the nipple I'd been 
sucking on, I moved down and sucked on the protruding 
hard lump at the top of her slit. She gave a surprised 
squeal and her legs opened up. I kissed and licked her 
there, and moved my hand into her crotch. It was damp, 
and the more I worked the wetter it got.

Pressing a finger against her slit, I moved my other 
hand up to her breasts. She began moving under me, 
panting slightly. Her slit got wetter. I pressed my 
finger harder against the slot and she began 
squirming, moaning, then her whole body jerked 
violently, throwing me off for a moment. She cried 
out, moaned and gasped, arched her back up and down in 
spasms and then suddenly collapsed and was still.

Angela and I just snuggled together after that. Shelly 
sprawled beside us, barely breathing, for a long 
while. The two of us caressed and fondled each other, 
shared some kisses and hugs. Sometime later, Shelly 
stirred and groaned.

Angela turned to Shelly. "How was it? Did you like it? 
Want to do it again?"

"Ohhhh... yeah. I guess so. Not right now though. I-
I've got to think about it.... What time is it? Oh! 
I... I've gotta get home. I promised."

"Oh, well. Maybe next time," Angela said. "Hey! Leave 
your panties for Gary. I bet yours will fit better 
than mine."

"What? I can't... I can't go out without panties on!"

"Why not? Who's gonna know? I mean besides us."

It took some persuading, but in the end, she agreed... 
provided Angela gave a pair of hers. As it happened, 
the pair she wound up wearing were the ones I'd worn. 
She made a little bit of fuss over wearing them, but 
eventually, with time pressing, pulled them on. They 
fit her better than me. The ones she left for me were 
pretty sexy for a young girl... soft green, satiny, 
and actually quite comfortable.

**

I didn't get to see either Angela or Shelly until 
after New Years; Our schedules just didn't work out. 
So it was actually the Sunday before we were to go 
back to school when next I met up with Angela. We 
encountered each other on the sidewalk outside one of 
the local grocery stores, both sent to get stuff for 
our mothers.

"Hi," she grinned at me. "How's it going?"

"Good, good. Did you have a good Christmas?"

"Yeah. Did you?"

"Uh-huh."

"What are you wearing under your pants?" she 
whispered.

"Underpants, of course."

"Oh." She looked disappointed. "I was sort of hoping 
you were wearing Shelly's."

"Oh. No. I only wore them that one time, when I went 
home."

"Oh.... Well... I'm not wearing any panties at all. 
You oughta try it sometime."

"Really? How come?"

"Yeah. Really. Well... I just like the way it feels, 
not having anything tight in my crotch. And besides, 
if a certain boy wanted to touch me it wouldn't be 
very hard to do."

"Oh."

"Yeah."

"Uh. You want me to touch you here?"

"No. Of course not! But if we happened to go by the 
park, we could, you know, sit down together somewhere 
and you could put your hand inside. I'd like that. 
It's been a long time since you touched me."

"Yeah. Yeah. It has. Uh... how soon does your mom want 
her stuff?"

"Oh, there's no hurry. How about you?"

"Well, as long as I don't take too long..."

We did our shopping as quickly as we could and soon 
found ourselves seated on a park bench. As it was 
winter, there weren't many people around. I sat on 
Angela's left and as soon as the coast was clear, I 
reached under her jacket and slid the zipper down. (In 
those days, a lot of girls pants had zippers on the 
side instead of in front.) I eased my hand inside to 
touch her soft warm skin, and pressed on to her slit. 
She sighed.

"Oh, that feels good, Gary. Can you make me come like 
that?"

"I can sure try." I worked my finger inside and found 
the hard knot at the top of her cleft. She jumped a 
bit when I touched it. Burrowing down inside, I got my 
fingers wet and began to rub lightly all around. Soon 
she was squirming and sighing and humping a little at 
my hand.

"Don't stop," she gasped. "Don't stop! Ohhh, oh 
yeahyeah. Ooooo..."

The spasms passed and she leaned on my shoulder. "That 
was a good one," she sighed. "I wish I could return 
the favour."

"Me too." I was painfully hard inside my jeans. "But I 
don't see how, here."

She reached up and kissed my cheek. "If you didn't 
mind making a mess in your pants, I could..." She 
clutched the bulge behind my fly. Whether I minded or 
not, I couldn't have stopped then. The eruption hit so 
suddenly, it left me leaning on her, limp.

"Wow," she whispered. "I'm sorry."

"It's all right," I gasped. "But now I'd better get 
home before everyone can see what happened."

She giggled. "Right. Thanks. I'll see you tomorrow." 
She hopped up and headed for home. I don't think she 
remembered to do up her zipper. I held the grocery bag 
in front of me until I got home. Luckily, nobody was 
in the kitchen. I dropped the bag on the counter and 
went upstairs to change.

**

As it happened, it was some time before Shelly made 
another appearance. Angela and I managed to get 
together a couple of times over the next three or four 
months, but not nearly often enough as far as I was 
concerned. She told me she continued to sleep with 
Frank, despite her parent's objections. That puzzled 
me. She made it quite plain nothing ever happened 
between them, that it was just for the comfort of 
having someone beside her in bed. It wasn't until 
much, much later that I found out Frank was more 
interested in boys than girls.

Though I naturally encountered both Angela and Shelly 
at school, there were few opportunities for anything 
interesting to happen.

Easter rolled around. Two weeks of freedom from 
school, and the weather was warming up nicely. So much 
so that jackets and sweaters were no longer necessary 
most of the time.

So it was that I came upon Shelly one day skipping 
down the sidewalk. She was wearing a short tartan 
skirt and a girl's T-shirt with embroidery around the 
neck. It had a sparkling pattern across her chest, 
which seemed to be more developed than I remembered. 
She blushed when she saw where I was looking.

"Hi," I said. "How are you?"

"Oh, okay, I guess. You?"

"Great."

"Where are you going?"

"Nowhere in particular. How about you?"

Her blush deepened. "Same."

"Want to do something?"

"Like what?"

I shrugged. "I don't know. Go somewhere and talk?"

She squirmed a bit. "What about?"

Another shrug. "Oh, I don't know. We'll think of 
something."

"Gary... uh... "

"Yes?"

"Uh... well... you know.... what we did before 
Christmas? At Angela's?"

"Oh, yeah. That was fun!"

"You really think so?"

"Yeah!"

"Wellll... do you... do you think we could do 
something like again?"

"I'd love to."

She took a deep breath. "There's nobody home at my 
place."

"You want to do it there?"

"I... I... I guess so. But... we can't let anybody see 
you."

"Is there any way to get in without being seen?" I was 
wondering now if she was promptly getting cold feet 
after her invitation. My penis was already hard.

"Ah... yeah. If you go down the alley behind the 
houses and come in the back way, I don't think anybody 
could see you. I'll go ahead and go in the front 
door." She produced a key from her skirt pocket. 
"Hurry!"

The alley behind Shelly's house was lined with high 
fences or hedges, most of them with garages set 
against the edge. Some of them had gates or openings. 
Her house was in the middle of the block and I felt 
the urge to sneak up to her place, peeking around 
fence posts and hedges to make sure nobody would see 
me pass. The gate to her backyard was open. I ducked 
inside and ran up to the back door. She had it open 
for me and I was inside before I knew it.

We were in the kitchen. She stood in front of me, face 
bright red, hands clasped in front of her. I could 
tell she was scared.

"You sure you want to do this?" I asked.

"Ullp... yeah. I think so. It... it's going to be 
different, not having Angela watching. Just the two of 
us. I... I... I think... Well... come on. My bedroom's 
this way."

It was upstairs, across the hall from a large 
bathroom. "I gotta pee first," she said, ducking in 
there. "Go on into my room."

Her room was larger than Angela's, and neater. A study 
desk sat in front of the window, which looked out on 
the backyard. Her bed surprised me. It was a double, 
not a single like Angela or I had.

She came in and shut the door. "Here," she said, 
holding out her hand.

"What's this?"

"My panties. I... I thought maybe you'd like another 
pair. I've been so... so... I don't know. Excited I 
guess. Thinking about you wearing the other ones I 
gave you. Do you like them?"

"Uh, yeah, I guess so. Say, did you give Angela back 
the pair I was wearing that day?"

She shook her head. "No. I kept them."

After a moment, she said, "Well... do you want me to 
get undressed?"

"Sure!"

She stood still for a long moment. When she sat down 
on the edge of the bed, she leaned down to take off 
her shoes and socks. Then she sat staring at the floor 
for another long moment. Looking up, she said, "Aren't 
you going to get undressed too?"

"Of course." I sat beside her and took off my own 
shoes and socks, then pulled my shirt off. She 
unfastened her skirt, untucked her shirt, pulled it 
off slowly over her head. Her breasts had obviously 
gotten bigger. The nipples were twin hard red knobs at 
the front of the thick cones. She nodded at me. 
"Pants?"

"Right." I stood and dropped my jeans to the floor, 
and since she'd already taken off her panties, I 
pushed my shorts down as well.

She gasped and stared at my erect penis. "I... I don't 
remember it being so big," she whispered.

I'm pretty sure it was much the same size as before, 
but I had never measured it like some other guys did.

She stood up too and wriggled her skirt down around 
her ankles. There were red marks around her waist and 
upper thighs where the panties had gripped. Her light 
brown pubic hair was thicker than Angela's. The slit 
behind it was filled by that intriguing red hood. I 
reached over and touched the top of the hood and she 
gasped.

"I gotta sit down," she said.

"Lay down," I said, "so I can do it properly."

I kissed her mouth and began caressing her breasts. 
Her eyes were closed tight and I thought she was 
barely breathing. But she made no effort to stop what 
I was doing. I moved my hand to her mound and ruffled 
up the hair. She eased her legs apart. I ran a finger 
along the slit into her crotch. She spread her legs 
further. I pressed one finger into her. She made a 
small moaning sound. I leaned down and sucked a nipple 
into my mouth. She moaned louder. I used my thumb and 
forefinger to spread her slit open and wormed my index 
finger inside. She gasped and moved against my hand. 
Soon, I was gently rubbing her knob, dipping down to 
make my finger wetter, and nibbling on her nipples. 
She moved up and down, back and forth, making 
"Ooooing" sounds. Then her come hit.

She surged up off the bed, her whole body arching. She 
held the pose for a long moment, then collapsed back 
and began a rhythmic writhing, which lasted for a good 
minute. When she was still, she reached down and held 
my hand.

"Just... don't... move it. Stay there," she whispered.

I relaxed onto the bed beside her, my hand cupping her 
hairy mound, finger still resting on the knob.

After some moments she sighed and turned her head to 
me.

"Th-th-thank you. That was great. I... I really... 
liked it."

I grinned at her and pressed my lips to hers. "I like 
doing it too," I said, easing my hand away. She held 
onto it and pulled it up to her breasts.

We stayed that way for some time, my penis throbbing 
against her side. Finally, she let go of my hand and 
groped down to grasp it.

"I guess I have to return the favour," she murmured. 
She wrapped her hand around my heated shaft and began 
to stroke slowly up and down.

"It... it... it won't take long," I gasped, beginning 
to thrust back and forth.

The eruption sprayed thick gobs all over her belly, 
mound, thighs, and her hand. When I stopped shooting, 
she held me loosely for a long time, eyes closed.

"I... I never really knew what it would be like," she 
said after a while. "I mean... well... Angela and I 
have done it lots, but doing it with you... it's 
different. I don't know why. But... I liked this 
better than last time. A lot. I want to do it again. 
Lots of times. Is that okay?"

"You bet! As often as we can!"

"Good." She let go of me and turned against me, 
sprawling on top, her lips locking on mine. My penis 
was trapped between us, buried in the soggy mess on 
her lower body. I could feel it getting hard again. So 
could she. She began moving back and forth, rubbing 
against me. Soon I was as hard as I'd ever been, 
slipping easily through the sperm I'd spewed onto her.

She reached between us, humped her body up, and pushed 
me down so it went into her crotch. I could feel the 
heat and wet of her slit. She reached between us again 
and pressed my penis into the slot. Her eyes were 
closed tight and she was breathing hard now. She 
squirmed down a little and it went in deeper.

"What are you doing?" I gasped. I could feel her slit 
gripping me in a tight embrace.

"I-I... want to go all the way with you, Gary," she 
moaned. "I want you to put it in me as far as it will 
go and shoot and shoot until you can't shoot anymore. 
Oh... oh, yes... like that... ohhh! Oh, yes! Yes! 
Yees! OH! OHHHH,yes, yes, yes!"

Well. To say I was surprised was putting it mildly. 
I'd never even thought of "going all the way." I just 
enjoyed doing what we'd been doing. I liked the feel 
of her naked body, the way her dink felt and looked. 
Now, here I was buried deep inside her, with her 
thrusting back and forth against me. I couldn't help 
myself and began moving back. I knew she'd come again 
as I slid inside and she came again, twice more, as we 
moved. I couldn't stop. I erupted, hard, on one of her 
down strokes, filling her until I could feel it oozing 
out around my prick.

Spent, we just lay like that, her on top of me, me 
buried in her dink, gasping for air.

Eventually, she pushed herself up to straddle my legs. 
My prick squirted out, followed by a rush of sperm 
that ran down her legs.

She sat like that for a long time, staring down at me. 
Her lower body and legs were still decorated with 
drying sperm, her pubic hair matted with it.

"Did you like that?" she asked eventually.

"Uh... yeah, I guess! But why did you do that? You 
could get in a lot of trouble, according to Angela."

She shook her head. "No. I haven't started to have 
periods yet. It's okay. But... well... I've heard some 
of the other girls talking about it. I... just wanted 
to know what it was like. I... wouldn't have done it 
with anyone else. Um...

"I think I gotta go pee again." She got off me and 
trotted across to the bathroom. I just lay there, 
totally spent. I knew what I'd done. I'd fucked her. 
My first fuck. Then I started wondering. Was it 
really? I'd heard you had to pop a girl's cherry the 
first time. It was supposed to hurt her, there was 
supposed to be blood, all the things that the older 
boys talked about with giggling relish.

Shelly came back and sat beside me.

"Did... didn't it hurt?" I asked.

She shook her head. "No. Don't worry. I... I popped my 
cherry myself. With my hair brush handle. I so wanted 
to know what it would be like. To have something in 
me. That did hurt. Just a little. My brush handle is 
pretty much the same size as your prick. So I knew you 
would fit. Are you mad at me?" She stood beside the 
bed, hanging her head.

"I... I don't know. I really, really, never thought 
anything like this would happen."

It was true. I'd enjoyed fooling around with her and 
Angela, but fucking them had never entered my mind.

"You sure I didn't hurt you?" I asked.

"Oh, yes. Jessica said it really hurt when she did it 
the first time. She couldn't even touch herself for a 
week after without wanting to scream. She said she 
didn't want to ever do it again. But her boyfriend 
talked her into it, and now she's done it several 
times and likes it."

Jessica was our class president. Tall and dark and 
well developed, she seemed to be the centre of male 
attention most of the time. I thought some of the 
other girls were jealous of her. Frankly, I didn't 
much like her; she tended to look down her nose at the 
kids who weren't in her clique. I was a little 
surprised she'd confided in Shelly, and said so.

She grinned. "Oh, she wasn't talking to me. I was 
eavesdropping when she was talking to Odette in the 
washroom and they didn't know I was there."

Odette was the school's token black at the time and 
for some reason had been welcomed by Jessica's group.

"I guess... I'm not mad. Just surprised is all."

She knelt on the side of the bed. "Can... can we do it 
again?"

"Uh..."

"Oh, please! Only, this time I want you to be on top."

She flopped down beside me and grabbed my hand. "Come 
on, Gary. Please. Just once more." She let go my hand 
and transferred her grip to my penis, squeezing it 
rhythmically.

That had the natural affect and I was soon as hard as 
ever. She tugged on it. "Come on. Please."

"Oh, all right. But you'll have to show me what to 
do."

"Lay on top of me for starters... that's it, get 
between my legs. Now, push... that's it. Ooo, you're 
in me. Good. Now, do this." She'd guided me into her 
vagina and then began pushing up at me. We were soon 
thrusting hard at each other. Her eyes were squeezed 
shut, mouth open a little. "Oh, yes, Gary. Yes, yes, 
yes. That's so good. Sogood! Oh! Oh, yes! Yes! YES!"

Her body lurched faster and faster, her arms clamped 
around me, legs flat on the bed, and I felt her orgasm 
jolt through her body. That sent me over the edge 
again and I pumped her full of sperm. After a few 
moments, our movements slowed and we just lay there 
panting. I could feel the sperm dripping out around my 
shrinking penis. When it slithered out, I rolled off 
and threw my arm over my face.

"Wow," she whispered. "That was even better than the 
first time. Oh, Gary. I don't ever want to stop doing 
it!"

"Well, I don't think I can do it again today," I 
murmured.

"That's okay. There'll be another day." She snuggled 
against my side, resting her head on my shoulder. I 
guess we must have drifted off to sleep, because the 
phone ringing jerked me awake. Shelly rolled off the 
bed and trotted off down the hall.

"That was Mom," she said when she came back. "She's 
going to be a little late getting home, and so is Dad, 
so we have a some more time together."

"Oh. Yeah. What time is it?"

"4:30."

"Oh, damn. I'm supposed to be home by 5:30."

She climbed onto the bed and knelt beside me. "That's 
okay. We've still got some time."

"Yeah. I... feel sort of sticky and sweaty."

She giggled. "I'm not surprised. Hey, why don't we 
have a bath together? I should wash my dink anyway. It 
feels like it's still oozing." She ran a finger 
through her crotch. "Yeah. See."

So that's what we did. I'd never had a bath with a 
girl before. It was almost as good as what we'd been 
doing.

When we were done, we went back to her room and I 
started to get dressed. She just sat there on the bed 
watching me. I pointed to the bed. "We made a mess 
there."

"Oh. Yeah. Oh, well. I'll do some washing tomorrow. I 
need to wash some clothes anyway."

"You do your own laundry."

"Well, Mom's always at work, so I sort of have to, 
unless I want to wear dirty clothes.

"Gary... could you... maybe give me back those panties 
next time you come over? I kinda like them. And I'll 
like them even more if I know you've been wearing 
them."

"Oh, sure. When do you think that'll be?"

She smiled. "I'd love it if it was tomorrow. But I 
have to do some things for my grandma. We'll get 
together soon though, don't you worry. I can hardly 
wait!"

I left then. She was still sitting there, nude. It was 
a vision I carried with me for a long time, more so 
even than the memory of our first fuck.

So I didn't get back together with Shelly for a few 
days. But the very next day, Angela invited me over, 
"for you know what."

I don't know if these two pretty girls planned it. 
But, yes, I wound up fucking Angela that day. And she 
was a virgin in fact. She squealed when my penis 
entered her and sobbed all the time we were at it. But 
she would not let me stop.

"Don't stop, Gary! Don't stop! Oh, Gary, Gary, Gary, I 
love you so. Ohhhh! Owww! It hurts. Ah!Ah! Oh. No! 
Don't stop! Ah! Awwww!" And so on.

She must have known what would happen because she had 
brought in an old towel and spread it on the bed when 
we started. There was definitely a tinge of blood 
mixed with the sperm that leaked out. She clung to me, 
crying and gasping, for a long time. I tried to sooth 
her, apologizing and caressing her, holding her tight, 
holding her loose. Finally, she shook her head.

"Oh, stop it. If I didn't want it, I wouldn't have 
ever let you do it! I knew it was going to hurt a bit. 
Now we've done it, it won't matter any more."

"Are you sure, really, really sure, you wanted me to 
fuck you?"

"Gary... I know you fucked Shelly. I wanted it. I 
needed it. I needed to find out what it was like. I'm 
glad we did it. Really."

And so that was that. From then on, it seemed there 
were few weeks when I didn't fuck one or the other, if 
not both, for we met, all three of us, from time to 
time, either at Angela's or Shelly's. Until, that is, 
Shelly began having her periods. We knew enough to 
curtail our activities by then. But it was difficult. 
She would lay with us while I fucked Angela, and 
receive all the attention the two of us could give 
her, short of a fuck. In fact, there were a few times 
when we got carried away. Lucky for us, nothing bad 
happened.

When Shelly and I were in Grade 11, I got a job. 
Nothing fancy, there weren't McJobs around then, at 
least not in our town. I cleaned in the local general 
store three afternoons a week. That gave me enough 
money to buy things, and one of the first things I 
bought was a packet of condoms. Shelly didn't like the 
feel of the plastic, but she didn't like not doing it 
either, and so we used that package up pretty quickly.

By that time, Shelly and I were an acknowledged 
couple. We went on dates together and some people 
laughed when they saw Angela and Frank tag along. But, 
if it was a movie, for instance, I might be just as 
likely to be fondling Angela as I was Shelly. Frank 
knew what we were up to and never made any objection.

"I'm glad it's you," he said to me one time, "instead 
of some creep. I love her and I'm really glad she 
loves you and what you do to her."

I still hadn't figured Frank out. That didn't happen 
until the three of us went off to college. We all 
opted for the same school, and found an off-campus 
apartment to share. Naturally, Shelly and I slept 
together, while Frank had the other bedroom. I guess 
people thought it would be us boys in one room, and 
Shelly in the other.

One evening, Shelly and I were sitting watching TV 
when Frank came in with a slight blonde boy.

"This is my friend Harry," Frank said. They went into 
his room together and shut the door. Sometime later, 
we started hearing noises. Noises like the two of us 
made when in the throes of sex. It went on for quite a 
while, groans and moans, and rustling sounds, low 
laughs and soft conversation. After a while there was 
silence. Shelly and I went to bed, snickering to each 
other and trying to be quiet as we indulged ourselves 
in a like manner.

**

In the morning, Frank and Harry came out of the 
bedroom, and went into the shower. They were both 
naked and I saw what looked like dried semen on 
Harry's ass and legs. Shelly and I had already had our 
shower and indulged in a bit of horseplay to our 
mutual satisfaction.

When they came out, they stood in front of us, hand in 
hand. "Like I said last night," Frank said, "we're 
friends. Very good friends. I hope it doesn't bother 
you too much. If it does, we'll find someplace else."

"Um..." I started to say, but Shelly cut me off. "Of 
course it doesn't bother us. If we can do what we do 
in our room, there's no reason you can't do what you 
want in your room."

"Thanks," he said, and leaned down to kiss her 
forehead. "You're a couple of peaches."

"Yeah," Harry said. I was surprised at the deep voice 
from such a slight figure. "Thanks a lot. It's kind of 
hard to get together with guys around here."

"No problem," I said. They went to get dressed and 
soon left, to go to church. Frank said Harry was a 
devout church goer and he wanted to see what was so 
fascinating.

**

A couple of years later, Angela joined us. By then, 
Frank and Harry had set up their own home and so that 
left a spare bed. Not that we intended to let Angela 
sleep alone. Not by any means. We just shoved the two 
beds together in one room.

Everybody figured Shelly and I would get married when 
we graduated. What actually happened, of course, was 
that she got a job teaching and I went to work at a 
big magazine. We were still living together, the three 
of us. When Angela graduated, we took a day off and 
went to arrange our marriage. Harry had become an 
ordained minister by then, and we chose his church for 
the wedding.

I guess people were surprised. But neither of us three 
were. I knew from a pretty early time that sooner or 
later, Angela would be my legal wife. I expect people 
thought when we were married, Shelly would move on. 
Not so. She continued to live with us, and still does. 
In the ensuing years, she moved up to be 
superintendent of schools, I became a best-selling 
book author, and Angela indulged her life-long 
interest in animals by becoming a veterinarian.

In time, we bought a nice house. In more time, Angela 
produced three beautiful children, two girls and a 
boy. And Shelly produced one of each of her own. We 
have been blessed with over a dozen grandchildren. 
None of the five kids has ever found anything odd 
about our triangular relationship, and in fact, 
Shelly's son has been living with two stunning girls 
for many years. He's the father of five of the 
grandkids.

And so there you have it. Sixty odd years after that 
first afternoon in Angela's bedroom, we three have 
grown old together and are still deeply in love. We 
still sleep three in a bed and though the libido isn't 
what it once was, our sex lives are still satisfying.

Oh, and Denny? The other guy on that foggy night so 
long ago? He wound up marrying Angela's friend Tina. 
They produced three kids; one of them is living with 
Shelly's son.

END

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
This story was written as an adult fantasy. The author
does not condone the described behavior in real life in
anyway shape or form. Anyone tempted to act out any of
the scenarios in this story; should seriously consider
seeking professional help.
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
Kristen's collection - Directory 73