I was twelve years old when I first found that girls were more than girls.  At the time, I was a lean boy being 5'2" with blue eyes, brown hair, and what many people told me, a cute face.  I had not really known much about girls except from what I had heard from my friends who had girl friends, but it wasn't much.  I saw a girl naked for the first time when I saw my thirteen year old sister playing with herself next to a mirror.  None of the girls in my grade could compare to her maturity...but anyways....  During the winter on a Friday, my parents were going to the city to watch a Radio city musical and my sister was going to a sleepover, so, my parents had Jacky, a 14 year old girl that was from my school, babysit me.

I had always had a crush on Jacky but she was older than me and would never like me.  She wasn't the hottest girl in the world, but she was pretty cute.  She was about 5' tall, brown hair, hazel shining eyes, tan, 32B breasts, flat butt, and thin.  Also, she always had a smile and thought I was funny.

That night when she came over, she immediately grinned when she saw me.  Afte my parents left, we decided to play Sorry untill I let her win a couple of times.  I then started to watch t.v. as she decided to heat up a pizza in the kitchen.  I think I was watching Stargate at the time...Anyway,  when she got back to the family room, she sat on the recliner and spreaded out on it.  I couldn't help looking at her, she apparently forgot or decided to not wear a bra as her proud looking breasts were perfectly erect.  She also had just gotten this sexy short haircut that made her look hot.  So, as I was watching the show, I would glance briefly till look at her.  But, she finally caught me as when I looked over she was staring straight into my eyes.

She said, "what are you looking at, Nick?" in a sexy voice.  I was frozen as I had no clue what to say.  She caught me looking at her and she would probably never talk to me again.  After a long silence.....
"Nick, do you have a girl friend?"
...."No....".....
"Have you ever masturbated before?"
"What is masturbated?"
"Its when you play with your thing, silly."
"My thing?"
"Your penis."
"Oh."  I had never masturbated before and it didn't sound cool at the time to say that I did, so, I said, "no, i haven't."

She then did the most amazing thing as she sat beside me and told me, "I'll show you then, sweetie...just pull down your pants."  After a few moments of silence and inaction, she said,"I'll do it too if it will make you feel better."  I slowly put off my pants and my boxer shorts as she put off her pants and panties.  Her slit was barely covered with a few hairs.
When she stared at my slowly erecting penis, I became sort of self concious and tried to hide it, but she just took my hands and had my hold onto my dick.  She then instructed me to move it up and down until I "came", but I had no clue what that was.  After ten minutes of slowly jacking off, she said,"Your not doing it right, silly, you need to do it faster."
She removerd my hands and started to jack off my dick really fast.  Her warm soft hands were pure pleasure on my virgin cock.  All of the sudden, I could feel something was about to happen and thought it made be that "came" thing, so, I told her that I was about to "came".  She did the most amazing thing as she quickly took in my 5" virgin cock into her mouth and allowed me to explode inside her.  Her mouth was heaven and I could not think of anything greater.  After I was done cumming, she sat up on the couch and fell on top of me.  She then kissed my and moved her tounge into my mouth sharing my own cum...it tasted kind of salty...

We were making out for quite awhile, so, I decided to get bold and feel her up.  As I slowly went up her shirt, she could tell what I wanted and she took off her shirt and mine.  She then locked onto my lips again as I tried to take off her bra.  Once I finally did, I was thinking that nothing could get better as I could feel her breasts against my chest.  The next few minutes, she sort of bounced on top of me and I could feel my leg getting wet. 

She finally asked me,"Nick, will you fuck me?"
"What?"
"You know, put your dick inside me....I'll show you."  She then stood up on the couch and grabbed my cock with her left hand as she slowly lowered and guided herself onto my cock.  As she slowly put my dick in though, I could feel something blocking the way and noticed that she was beginning to cry.  I asked what was wrong, but she just said that it hurts a little the first time.  When she finally got my entire dick inside of her, she rested on top of my chest to get use to it.  She was so tight and her muscles were squeezing my cock.  She finally grinned and and started to grind my cock in her pussy as she slowly went up and down.  After 10 minutes, I told her that I was about to cum, but she told me to wait for her.  She went up and down faster and finally told me that I could cum after embracing me.  We held each other tight as we exploded on each other.

After 15 minutes of resting on top of me, she got off me and went to take a shower as I went to take a bath in a different bathroom.  After we got dressed, we spent the rest of the night holding each other while watching t.v. until my parents got home and took Jacky back to her house.