Thirteen year olds David(boy) and Sam(girl; short for Samantha) were walking home from school. David had recently started to have feelings for Sam; not even five days after her move there! He lived right next to her, so they had become best friends.

Once they were nearing thier homes, David finally got the courage to ask Sam if she wanted to spend the night at his house. "Lemme check with my parents!" she said as she started to skip off to her house.

David checked with his parents also, and they replied, "Sure, but make sure you two dont make a huge mess; we will be out of town for today and tomorrow!" David said, "Thanks!" and headed out the door, to hear Sam's answer.

He waited until she came out. "So?" he asked.

She nodded. "Yep! I can be over at your house for tonight, because my parents are going out of town for the whole week!"

David was surprised. "Mine are going to be gone for the whole night!"

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

That night, Sam came over with a sleeping bag, a few books with a dim book lamp, and a few other accessories. David met her at the door and welcomed her in. "My parents have already left, so I have to make supper. You wanna help?" he said.

"If you're making supper, then we might as well just have sandwiches!" she said jokingly.

David looked at her with a fake annoyed expression. "Right. I guess that's fine." he paused. "Well, ladies first!" He gave her a light push towards the kitchen.

They both started making sandwiches and were soon finished. "So, what do you want to do now?" Sam asked once they were finished.

David checked his watch. "I usually take my shower now," he said. "You can wait in my room and then, if you want to, you can take one after me."

She nodded and went to his room. David went to the bathroom and stripped down to his boxers before he forgot something. He had forgotten his towel; he usually threw it down in his room! He opened the door, forgetting that he was only in his boxers, and walking towards his room. Sam looked up. "Sorry, I forgot my towel!" he said with an embarrased tone. Then, he suddenly remembered that he was only in his boxers.

His face grew a bright red and he looked up from where he had a tall erection. He saw Sam staring at it, not blinking. She began to rub herself.

She smiled at him, her face not regular-toned either. "Come sit here next to me," she said waving him over. When he had sat down on the bed, she removed her shirt, revealing a training bra. She turned to him and smiled. "Can you--I mean, please unfasten my bra; I can't quite figure it out."

David reached over and, very clumsily, unhooked her bra, letting it fall silently to the floor. She turned back around, revealing young, halfway-developed breasts. She slid the hair out of her face. and started to remove her shorts. Soon, she was only being covered by panties.

"David, I don't want to become completely undressed until you remove your boxers," she said matter-of-factly. But when he hesitated, she reached over and janked them off. Little thin sprouts of hair, only just beginning to grow surrounded the erect thirteen-year old boy's penis. He quickly moved his hand down and began to masturbate.

Sam stood up and moved in front of him. She slowly, one side at a time, began to remove her panties. Before they were completely off, she turned around so that he could see her bare butt. She let the fall to the floor carelessly and turned back around. Just like with David, tiny thin sprouts of hair wer just starting to appear. David couldn't help but stare while he rubbed his throbbing cock.

Sam slowly started to move her hands down her body, massaging her breasts and moving in circles around them, delicately moving in to lightly finger her erect nipples. Then, she moved down to her ripe, pink pussy, moving her finger in and out, slowly. She raised one finger, drowned in her juices, to her mouth and sucked it off.

David was about to cum; he couldn't hold on much longer! "Sam! I'm about to----CUM!" and just as he said the last word, thin stripes of white flew through the air, some landing on Sam's bare chest, others lower down, and others in her mouth.

She smiled and walked over to sit next to him again. She reached over and began to massage his cock, which was beginning to soften up. "Now touch me. Then eat my juices."

David was staring into Sam's eyes, unable to look away. He didn't want this moment ever to end reached down at put his palm across the face of her pussy, starting to massage it. He heard her moan with pleasure as her breathing began to increase. Suddenly, he quit. "I want to try something else," he said when she looked at him as if he were about to murder her because he had stopped. "Open your legs wide." he commanded in a soft tone. He then bent down and ran his tongue along her dripping slit. He heard her moan louder. "Oh, David! Don't stop!" She began feeling her breasts, and pushing his head closer to her pussy. David reached up and put his hands on her butt cheeks, making her roll over slightly, he began to massage her butt cheeks and suck harder.

Soon, Sam shouted "DAVID! I AM ABOUT TO CUM!" and sure enough, her pussy juices flowed into David's mouth as nothing ever had before. They both lay back on David's bed, their tongues inter-twined, David licking his cum off of her lips, and her licking hers off of his lips.

After a few minutes of just laying there, in a deep kiss, Sam slowly stood up, and walked over to her bag. She reached inside and produced a penis-shaped vibrator. She turned it on and moved down between David's legs. The sound of the vibrator turned David on and his cock almost instantly rose higher than it had earlier.

Sam lightly touched the tip of the vibrator to the very tip of the head of Davids cock, slowly moving it in circles, which got wider and wider. Soon, she got down to the shaft of his cock, and held it right at the break between the shaft and the head of David's cock (David was circumcised). David moaned softly as the vibrator droned on. She tried many different techniques and soon, David's cum shot all over the room, leaving strings of sticky goo all over the place. Sam licked most of it off of her body and off of David's cock, leaving the rest on the floor.

"Alright... it's my turn!" Sam exclaimed. She lay on the bed and spread her legs wide. David slowly moved the vibrator along the top of the slit, not entering her yet. He slowy opened her pussy lips with his thumb and pointer finger, looking inside. As he looked, he inserted the vibrator, running it along the walls of her pussy. He soon saw something near the back, and assumed that it was her "cherry", as the guys at school had refered to the girl's "proof-of-virginity". He had learned about the girl's reproductive system in Health, along with the guys'.

Soon, after she came, she put the vibrator back into her bag.

((To be continued. Please leave comments and/or a rating!))