"Have you seen a naked girl closely, down there and all?" Shirly asked as she ran her fingers lightly across his chest

Joey shook his head, looked embarrassed.

"I thought so. Since you don't have any sisters and I have never seen you playing with the girls."

"Have you fantasized looking into girl's panties?"

"Yes, all the time." Joey said.

"You think mine is just as good as the girls in your age?" Shirly grinned.

"Here, see this." Shirly said as she turned around with her face toward his feet, threw one leg to the other side of his body and knelt directly above Joey's face, leg opening of her loose shorts toward his eyes. She looked in his face between her legs carefully as she rotated her hips slowly.

Joey watched into her crotch intensely, occasionally moving his head slightly side to side to get better view of her pantie-clad crotch.

Shirly imagined what he's seeing in his eyes. Seeing a round soft mound of woman's pussy covered in panties must be so exciting to a 12 years old boy who has never seen real naked woman before, especially partly obstructed by her shorts. Joey could have seen Shirly's panties soaking wet. She teased him even more by shifting her leg holes of her shorts. Shirly looked towards Joey's penis, which was not very far from her face dribbling its pre-cum to his ball. It quickened its bobbing pace as she teased him with her pantie dance. Shirly couldn't resist but stack her tongue out slowly and licked some of the pre-cum off his penis.

"Did you like that?"

Joey nodded in silent.

Shirly sat up, then positioned herself along Joey's body on her side. She pulled up the bottom of her T-shirt slowly. As she did so, Shirly moved up, so her breasts close to his face. She was not wearing any bra. She held the bottom of the shirt just below the breasts.

"Touch my belly, Joey." Joey awkwardly reached his hand and touched her around belly button.

"Just move your hand up and down. As you do it, a girl gets hornier and hornier, she wants you to go further. Make her wait, and her anticipation builds up. Are you ready to see my breasts?"

As she pulled up the bottom of her shirt, her nipples came into Joey's view. Shirly's womanly smell of the skin reached even deeper part of his nose.

"Don't go straight to the nipples. That's where most girls want you to touch. But you have to make her wait. Run your hand between my breasts."

Joey moved his hands up and down from just below her neck to middle of her tummy.

"Watch her reaction carefully, then you'll see her wanting you to touch close to her nipples and breathes deeper by the minute, just like I do now." Shirly's breathing was actually getting deeper as she was talking to him.

"When you see her getting hornier, move your hands closer to the nipples in circles."

"As you move your hands on her breasts get your face close to the each nipples as if you are sniffing on them. She would think she finally gets her nipples touched."

As Joey followed her instruction, Shirly's arousal was heightened from her own direction she was giving. She was not only breathing deeply but her voice was also shaken. She had to swallow her own saliva between the words.

At this time Shirly couldn't pay much attention to his penis but if she could see it, it was bobbing up and down uncontrollably and the pre-cum was streaking down freely along the shaft. It was the excitement from seeing all the reaction of arousal she was displaying. His barely loosened up fore skin choked around the neck of his penis added even more pleasure.

"Touch my nipples with your tongue when you think the timing is right." Shirly wanted to enjoy the unexpected by giving him an option of when to touch. She wanted to be teased.

Joey stack his tongue out towards her nipples as he looked into her face. Shirly held her breath in anticipation.

When Joey's tongue just about to touch Shirly's left nipple, he pulled his tongue back in his mouth.

Shirly let out a sigh of disappointment. "Why?" She was madly aroused by this time. "Am I controlled by this 12 years old boy? He is just a kid!" She felt herself being treated like a cheap slut by a child and that made her aroused even more.

Joey stack out his tongue one more time, looking carefully into her face for the reaction.

Shirly watched his tongue approached her nipples like in a slow motion.

Then it touched, finally.

"Ohh, Joey. Ohhhhhhhhhhhhhh."

Shirly held his head in both arms tightly and pushed it deeply into her breast. She totally lost her control and came.

It was unexpected and she has never cum from the stimulation on her breasts alone before.

"I must have been so horny waiting for days before this finally happened." She thought as she was coming down from the orgasm she just had.

"Come here, Joey." She hugged him tightly in her arms.

"Did I scare you?" Shirly whispered into his ear.

"Did you know that I have just cum just like boys ejaculate?" She asked.

"Did you ejaculate? But you didn't shoot out white stuff like I do."

"No, it's mostly feeling good inside. Some girls gives off some liquid from their pussy but nothing like water gun shooting like boys do."

"I want you to see this." Shirly reached to her pussy and took some cum juice from her pussy in her hand, brought it up to her face. She made sure Joey was watching, brought her fingers in her mouth.

"See, it tastes good. Girls get excited when they share their juice with boys. Taste it." She showed her fingers in front of him.

Joey lifted his head to suck on her fingers as he watched her face.

Shirly's mouth followed her fingers to him, licked and kissed on his mouth.

"Did you like the taste of my nipples? You want to play with my nipples some more? I loved the feel of your tongue on it. I want it more." She moved up again to offer a better access of her nipples to his mouth.

Joey loved the texture and the taste of her nipples. Even more so the way she responded to his touch.

"Roll it on your tongue. Bite it lightly between your teeth. Girls love it when boys take time to play in the different way. Each different way give different feel to them."

"Pinch the other nipples between your finger and the thumb. Roll it between them, pull it out hard. When you play both nipples at the same time, all the better. Just like the way you feel on your nipples."

"Ohhhhhhhhhh, Joey. That feels so good. You'd better take a break or I'd be carried away too far."

"I have a lot more to show you. We have to get to the best part before we finish."

"I want you to stick your hand in my shorts and feel it before I take off everything. It excites me."

Shirly stood by his side on her knees, kept her hand on his chest stroking on it.

"Here, let me show you." She held his hand with her other and guided it to the opening of her shorts. Joey couldn't wait to feel the first pussy of his life, his hand went inside the short on its own.

"Go easy and be gentle." Shirly said.

Joey's heart was pounding very fast in his chest. "First feel of pussy!" He ran his two fingers from between her butt cheeks to the front part of her pussy over and over focusing all his sense on to the tip of his fingers. He tried to visualized what his fingers seeing while he felt the contour of her pussy, all the valleys and hills of Shirly's crotch, pressing his fingers into her flesh at times to see what's beneath the skin. He just couldn't get enough of it.

"It's soft, warm and wet." Joey said.

"Soft and warm all right. It always is. Wet? It's 'you' made me wet down there, Joey." Shirly said as she pinched his nipple.

"What is this something hard?" Joey asked.

"It's my clit, short for clitoris. Every girl has it. That's where they feel the best. If you know how to treat it right, they'll come back to you."

"First, tickle it lightly with the tip of your finger."

"When you keep doing it, a girl gets warmed up and shows that she wants more. That's when you give it more pressure with the soft part of your finger. Try it."

"Move your finger side to side, in circle, all different way to find the best for her. She may not tell you but you'll see it in her reaction."

As he moved his fingers on Shirly's pussy the way he was directed, Joey could see the sign of her arousal deepened, moving her hips around his hand, deeper breathing, broken sentence separated by her moans.

Without a warning, Shirly held his arm in her hands, pushed it harder into her crotch then pulled it back away the next moment.

"Ohhhhh, Joey. Stop! Wait! Ohhhhhhhhhh. I don't want to cum yet. I want to save it until you are ready."

"I'll take my shorts and panties off. Since this will be your first, I want to make it very special." Shirly got up and stood by the bed.

"I want you to enjoy this." Shirly began to rotate his hips while she ran her hands over her breasts. Her hands slowly moved down towards her shorts rubbing up and down over her belly.

As her hands reached to the top button of her shorts, she turned around to show him her back side and rotate it in seductive way. Shirly turned her head around to see his reaction.

"Are you ready for the next?" Shirly grinned looking to Joey over her shoulder.

Shirly turned around and pulled down the zipper very slowly. Joey's eyes followed her hands.

When the zipper was all the way down, knowing Joey's eyes are on her hand, Shirly stack her hand inside the shorts over her pussy mound, stroked it teasingly a few times. Shirly immediately saw his reaction swallowing his saliva.

"You can't wait to get your eyes on it closer, huh Joey?" She giggled.

Shirly turned around to show him her butt again. She looked him over her shoulder and wiggled it slowly as she pulled down her shorts.

When the shorts came down about the half way down her butt, Shirly stepped closer to the bed to give Joey a better view. She was wearing a clean pair of white thongs prepared for this occasion. She had been prepared everything for this occasion, taking a shower, trimming her pube hair and putting the perfume lightly.

Joey had never seen a woman in thongs up close. He had seen them in the magazine, but in real world, he never had a chance. His mother was not the type to wear and he didn't have a sister. Every movement of Shirly's body pushed his excitement to beyond he could ever imagine. Joey wanted to touch and stroke his penis to the relief but under Shirly's control, he couldn't put the words out of his mouth. He waited patiently.

At the edge of the bed, Shirly bent forward deeply as she pulled her shorts down past her butt. She arched her back, turned around her head and looked toward Joey. She could clearly imagine what he was seeing from the reaction of both his face and his penis.

Shirly slide her shorts all the way her legs down to the floor and stepped out of them. She turned around and slowly got back on the bed by Joey, knelt by his face her knees slightly apart.

She held Joey's hand in her hands.

"Are you ready for the finale?"

Joey staring at her soaked pantie crotch, half transparent from its moisture, nodded quietly. He could not hold his breathing pace steady overwhelmed by his excitement.

To be continued...