I was 13, and my older brother was already in college. He was having a few of his friends over for the weekend - he only lived a couple hours away. He'd given me strict instructions that his friends didn't want to meet me so I should stay in my room...After a minor fight about it, I sulkily agreed to stay out of his way.

(A little about me: I'm blonde, about 5'5. At the time I was pretty small...My hips had barely started to grow, and I was wearing a 32A cup. I was pretty cute, to be honest.)

So I was hanging out in my room, surfing the net on my computer. I was ready for bed, wearing my usual - a long t-shirt and panties. Suddenly, the door to my room opened and one of my brother's friends walked abruptly in. He did a double-take when he saw me, and then recovered and grinned at me. "Sorry...Thought this was the bathroom," he said.

I kinda gave him a nervous smile, mostly thinking about how embarrassing it was that he was seeing me in my fairly skimpy outfit, and also that he was really cute.

He stayed there in the doorway. "My name's Josh," he said. "You must be Kevin's sister Molly, right?" I nodded yeah. "Whatcha doin?" he asked.

I told him I was just hanging out on the internet. "Cool," he said, "You should come down and hang out with us for a while." I explained that stupid Kevin had told me to stay in my room. He laughed. "That's funny, cause Kev told us no one was allowed to talk to you, too. ...Which reminds me...I don't wanna get in trouble. Uh...Bathroom?" I pointed across the hall. "Thanks," he said, and started to leave.

I was trying to put a pretty yet uncaring smile on my face when he poked his head back around the door and said, "I can see why Kevin wanted to keep us away from you. You're gorgeous." He gave me a quick smile and closed my door.

Now of course, I was in seventh grade...Which means the fact that a college guy had said I was gorgeous was enough to make me fall instantly in love, with the kind of crush only a seventh grader can get. I turned bright red and just sat there staring at the door for a couple minutes after he left. Then I started planning how to get to talk to him more.

I went to the bathroom (waiting a good ten minutes to make sure he wouldn't be there anymore) and kinda messed with my hair a little and stuff, but I didn't want to look like I'd fixed myself up for him, so I didn't do much. Then I went back to my room and kinda sat around for an hour or so, just hoping he'd come back...Maybe pretend he still didn't know where the bathroom was or something. I know, stupid. Finally I decided I'd just have to go downstairs, to try to...I dunno, catch his eye or something. I spent a few minutes agonizing over whether I should just go down like I was...So he could see my legs, which I knew perfectly well were nice ones...But decided I just wasn't brave enough to go downstairs wearing that little, so I slide on some pajama pants and cautiously crept downstairs.

The guys were sitting around the dining room table - you have to pass the living room and the dining room to get to the kitchen - drinking and playing some kind of card game. They all looked up, Kevin with a sour expression on his face...Josh gave me a real quick, subtle smile as I passed. I smiled shyly - feeling myself blushing already - and mumbled something about getting a glass of water. Then I immediately felt stupid and practically ran out of there to the kitchen. I kinda dawdled over getting the water, hoping Josh would find an excuse to come in the kitchen with me, but he didn't...And after a couple minutes I gave up.

I headed back upstairs, feeling kinda dejected...But then just as I passed by the dining room again, I snuck Josh a quick peek, and he looked right at me and totally winked, with this kinda slow, sly smile...I actually felt like I was going weak in the knees. I was so smitten.

After another hour and a half upstairs, during which time my parents came home from being out and went straight to bed - it was around one in the morning now - I started stressing again, and couldn't resist going downstairs for another drink of water. I hadn't heard any noise from below for a long time, and I was scared he'd gone to sleep or something! (They were all sleeping over, and then leaving for some concert or something the next day.)

When I got downstairs, two of the guys were lying on the floor in the living room, and one was on each of the couches. There're two couches in the living room, facing each other, and on the opposite side of the arch that I was walking past - making a U with the couches - was the TV. There was some horror movie on. A couple of the guys definitely looked like they were sleeping, but Josh - who was sitting up on one of the couches - looked awake and even pretty alert. He smiled at me again as I went by.

A couple minutes later he joined me in the kitchen. "Hey Molly," he said. I stammered something back to him.

"Can't sleep?"

"Not really..."

"You should come down and watch TV with me, if you still can't sleep in a while," he said. "The guys are pretty much asleep - I think your brother's gonna head upstairs pretty soon. If you're still awake in like 45 minutes, come on down."

My heart was racing. "Okay," I mumbled.

Josh smiled and touched me on the arm real lightly. "I liked you better in your first outfit," he said, and winked. And with that he was gone again - which is good, because that comment had totally made me turn red. I couldn't believe he'd basically said he liked me in my underwear!

So of course, the minute I got back to my room I took off my pajama bottoms. And then sat there for the next 35 minutes, listening for sounds downstairs and staring at the clock. I even turned my light off and sat there in the dark, to make sure my brother wouldn't come in and give me shit for being up so late.

Peter came upstairs after about twenty minutes, and I could actually hear him bump into the doorframe of his room. He must've been really drunk. Twenty-five minutes after that, I couldn't wait anymore. I left the light off in my room and tiptoed downstairs.

Josh was sitting in the same place he had been before. There was still one guy on the other couch and one on the floor. One was snoring noticeably - the other was just lying there. Josh looked up at me, smiled and put his fingers to his lips in a playful "Shh" motion. I tiptoed over into the living room, and sat down next to him after he invited me by patting the couch. Josh opened up the blanket he was wrapped in so I could share it too, and in the process ended up - very slickly and naturally - with his arm around me. I sortof fell into him; I could hardly believe I was that close to him so suddenly. He felt warm and really big. I was too shy to even look up into his face.

"Have you seen Evil Dead?" he whispered into my ear. I sortof looked almost up at him and shook my head. "It's pretty scary," he whispered. That was cool with me, of course, as it would give me plenty of chances to pretend I was scared and - I dunno, grab him or something. (This is the absolute first trick that I learned as a girl: the scary-movie method.)

So we watched for a little while - it was like half over - and every time anything even a little bit scary happened I'd jump and snuggle a little closer to him. (Actually that wasn't hard, because Evil Dead is a really scary movie.)

The second time I jumped, Josh put his hand on my thigh as if to reassure me or something. It landed about halfway up my thigh, and he just left it there.

And then suddenly, he said - loudly and really shockingly - "Hey Eric and Chris!" I nearly fell off the couch, I was so surprised - and scared out of my mind for a minute. But neither of them stirred, and I realized he'd been testing to see if they were really asleep. He leaned down and whispered to me, "They're dead to the world. I live with these guys - they wouldn't wake up if we threw them in the backyard." I giggled at the thought. It made me feel a lot safer about cuddling with him on the couch, too.

Shortly after that, he slowly started moving his hand up my thigh. It was an agonizing process...We were both acutely aware that he was doing it, but I guess he didn'w want to move too fast. It felt like it was moving a millimeter every five minutes. And I knew where he was going, and I wanted him to get there so bad...I really wanted him to touch me between my legs. Nobody had done that before, and I wanted to see how it felt...And I wanted to prove to him that I'd let him do things older girls would (honestly, I thought letting him get to third was pretty mature)...If I'd had the courage, I would've just grabbed his hand and put it between my legs. But of course I didn't, so we just sat there, his arm around me, his hand moving slowly upwards. But I did the next best thing: I readjusted so that I was sortof leaning into him, my back his shoulder...And used the opportunity to spread my legs for him. I wanted him to know it was okay! My left leg was now on the floor, and my right leg was bent up, leaning against the back of the couch. (We were both still covered by that huge blanket.)

He seemed to get the hint at this. He kindof nuzzled into me a little - I could feel his breath on my neck, through my hair, and I loved it - and with that his hand slid the last few inches up and grazed my panties. I caught my breath involuntarily as I felt a boy touch me there for the first time. He leaned into me a little closer, and his fingers tentatively rubbed me through my panties. He had my t-shirt hitched up to my waist now, so that if the blanket had fallen off my panties would've been plainly visible. I leaned right back into him, breathing hard, letting him know I wanted him to. He rubbed a little harder, and I could feel him through my underwear, rubbing up and down my pussy. It felt good...Not in the same way that it felt when I did it to myself (I wasn't about to have an orgasm), but in this weird kindof...There's-an-unfamiliar-hand-there way. I relaxed and pretended to watch the movie, and he slowly, softly rubbed my pussy through my panties for the next ten minutes.

I wanted him to know I liked it, so I concentrated on sounding as excited as I could without making any noise...Just through breathing. I actually sortof faked an orgasm at one point - I breathed a little harder, then made a little moan, then tensed my body a little. I don't know what he was supposed to think was happening. He paused for a moment, uncertain I guess, but I made another little noise and leaned into his arm - actually kinda touching it with my lips - and he seemed to take that as a good sign.

And then...The movie ended. We sat there for a few secs as the credits rolled, and then he whispered "Eric brought the whole trilogy...Do you want to stay up for a while more?"

"Okay," I whispered. My heart had been pounding for a minute there - what if he just wanted to go to bed? - and this was a huge relief. He got up and changed the movie and then sat back down. Now I was worried again - what if took another half hour to get his hand back up to my underwear? How would I ever get up the nerve to kiss him? But I had nothing to worry about - I kept forgetting that he had a lot more experience in these things than I did. He may have been being extra cautious, since I was so young and he would've gotten in so much trouble if Peter'd found out, but whether fast or slow he knew how to do this kind of thing. Soon after he sat back down - I leaned back against him and propped my right leg back up - he whispered in my ear, "Hey Molly..."

"Yeah?" I whispered back.

"Was it okay, what I was doing before?"

I blushed for the hundredth time, and definitely not for the last. "Yeah," I whispered.

And when I said that, he leaned in and kissed my ear. He kinda sucked on my earlobe for a minute, and it felt incredible. I never wanted him to stop. Then one hand touched my chin, pushing my face around to his, while the other moved back between my legs, stroking me through my panties. He kept rubbing my crotch while we finally kissed.

I had kissed boys before, but never like this. The boys I'd been with didn't know any more than I did. This guy knew how to kiss. He used his tongue, and he grabbed my hair with his free hand, and he bit my lips softly...It was worlds above any kissing I'd ever done before. I loved it. I pushed against his hand while I kissed back - really badly, I'm sure. He moved to my neck for a while, keeping one hand over my panties. His other hand cupped my small breasts, squeezing them a little, circling my nipples. I was in heaven.

But after a few minutes, he pulled away a little bit. "So," he asked, smiling down at me, "this is okay?" His hand kinda squeezed my pussy a little as he said it. I made a little "yes" kinda noise back at him.

Then he said, "Do you want to do it back to me?"

Course, I'd thought about this a little - I'd considered it, but there's no way I had the courage to do it to him. But when he asked...I definitely wanted to. I nodded at him, feeling really shy...Hoping he'd kinda show me what to do.

And he did. He just took my hand and slowly moved it over between his legs and placed it over his crotch. I could immediately feel his cock - my first cock. It felt enormous (and looking back, it actually was pretty big, I think). He even showed me what to do, sortof rubbing my hands on it. I took the hint and kept rubbing, just like he showed me. Of course, there were two layers of clothes between it and me - jeans and boxers - so I couldn't really feel it that well. But I got the idea. I could tell he was hard, which made me happy, if a little bit scared.

(It was about this time that it occurred to me that I wasn't sure how far he might want to go. I was already miles past where I'd ever been. I knew I wouldn't have sex with him - that thought terrified me - but I wasn't sure...What else he might bring up. Of course, I knew all the possibilities by then. We'd all raided our brothers' porno stashes and all. And believe me, all those options flashed through my head.)

I kept rubbing him, and he kept rubbing me, and we kept kissing for a couple minutes, not even pretending to watch the movie. We were still covered by the blanket, so no one would've been able to actually see the fact that my t-shirt was still pushed up around my waist or anything, but I'd say at this point it was fairly obvious that we were doing something we shouldn't be. To be honest, that thought sortof turned me on too - knowing that they could wake up any time and we'd be totally busted. It added even more thrill and danger to what was clearly already fairly dangerous.

Soon I felt him slip his hand up a little, and then his fingers slid under my panties. For the first time, a guy was touching my naked pussy. I squirmed into him a little, loving how it felt to have him stroking me there...So foreign, so against-the-rules. It still didn't feel so good that I could orgasm from it, but I just liked knowing that this older, cute guy was rubbing my pussy. I was really turned on, and very wet. His finger felt around my vagina, starting to slide in a little bit. I moaned, and kept rubbing his cock through his pants. It slide in a little more, and now he was actually fingering me. It felt big - bigger than my own finger - but not unpleasant. I squeezed his cock a little harder, kindof as a sign that I liked what he was doing, and he grunted softly in response, so I kept more pressure on him while he fingered me.

When he started to slip a second finger in, it did start to hurt. I didn't say anything for a few seconds, thinking that maybe I'd get used to it - I could fit two of my own fingers in - and he soon had them both as far inside me as he could reach, and was sliding them both in and out slowly, fucking me with his hand. For a few seconds, I sortof liked the mix of discomfort and pleasure...But pretty soon my pussy started to get sore. I bit my lip, and then whispered to him, "That hurts..."

He immediately slipped his fingers out, and I felt them rubbing my own wetness against my navel. "Is just one okay?" he whispered, and I nodded. His index finger slid back inside me, rubbing slowly. Then he whispered, "Do you mind if I undo my pants?"

I nodded yes again; I was a little nervous about how far we were going, but I wanted to see it. I wanted to see what it felt like. He took his hand out of my underwear long enough to undo his belt, and then push his pants and boxers a little way down...Far enough to let it out. I looked down at the first penis I'd ever seen, smiling a little. It really was huge. It stood straight up, throbbing a little. It looked like it was about seven or eight inches long. I reached down tentatively, and he said, "It's okay...Touch it." I wrapped my right hand around it.

He immediately moaned. It felt soft and hard at the same time. It pulsed in my hand. I moved my head up and down on it, pumping it. He whispered to me, "That feels so good, Molly..." and I felt his hand go back around me and into my panties again. I was giving my first handjob.

I kept watching my work, pumping on his cock while I leaned against his shoulder. My hand seemed small and white around it. It was a little bit wet at the top. I wondered if it would make a mess if I made him cum, and even whether I could make him cum...I had no idea if I was doing it right. I was a little worried that it might shoot without warning and hit me in the face...I was only a foot or so away.

Just the fact that I was sitting here on the couch giving a guy a handjob turned me on. I felt mature. I felt attractive and sexy. I looked around again, to see if either of the other guys were stirring. Josh's lap wasn't covered; if they had woken up, they would have plainly seen me jerking him off. After a few minutes, I whispered to him again, "Am I doing it okay?" - as much to hear him acknowledge that I was jerking him off as to see if I was doing a good job.

He whispered back, "It feels awesome, honey..." I loved being called honey. He kissed me on the lips again, and then tilted my head up so I was looking right into his eyes. I kept stroking him while he talked. "I know you're a lot younger than me, babe...You probably aren't used to going as far as I am."

Immediately warning bells starting going off in my head, and I said (probably a little too quickly), "I don't want to have sex."

He smiled indulgently at me. "I know that, honey. I wasn't even going to ask. I don't even think I'd fit."

I bit my lip. I felt stupid. "Sorry."

"Don't be," he said. "You've never even gone this far before, have you?"

I shook my head. "No...But it's okay."

"I'm glad...You've got me really turned on, Molly."

I smiled at him. That meant he thought I was sexy.

"I want to cum...Is that okay?"

I nodded. I did want to make him cum. I assumed he'd know how to deal with...The mess. "Yeah."

"I don't know if I can just from your hand though, hon. It's not that you're not doing a good job...It's just hard for lots of guys just to cum from handjobs."

(I found out later that this wasn't particularly true, but at the time I believed it without question.)

I looked at him a little nervously. "What should I do?"

His cock jumped a little in my hands. "Will you kiss it?"

To be honest, I thought blowjobs were pretty gross. I mean...Well, lots of girls do, for pretty obvious reasons. I'd thought he might ask that, though...And I just really wanted to make him happy. I was terrified that he might leave the next day thinking that it had been a mistake to hook up with me because I was too young, and didn't know how or didn't want to make him feel good. And I did know that the girls he was used to hooking up with probably went a lot further. I wanted to...Well, to compromise. I wanted him to remember me. To want to come back. So I nodded. "Okay."

I was worried about one thing, though: I didn't really want him to cum in my mouth. That sounded pretty gross to me. I was kinda torn...I wasn't sure I had the courage to even say it, but...I really didn't want to be surprised with...Y'know, his stuff in my mouth. So I just blurted it out: "Tell me if you're gonna cum, okay?"

He nodded. "Sure." I smiled at him. And then I bent down and kissed the tip of his dick.

The first thing I tasted was his precum. I knew generally what it was - a tiny bit of his cum. It tasted warm and salty and really slippery. His cock was warm, too - almost hot. It pulsed as my lips touched it. He moaned loudly enough that I looked around quickly to see if anyone stirred, but they didn't twitch. My hand was still wrapped around it, and I kept pumping him while I kissed it a few more times, bending over his lap sideways. It wasn't actually a real comfortable position for me.

The next time I kissed his cock, I let my lips slide down it, so that the tip was in my mouth. It felt like my mouth was full already - I was surprised at how much bigger it felt when it was in my mouth than it had in my hand. I pressed my tongue against the underside of it. I heard him whisper, barely audibly, "Oh God, Molly..." He really liked it. I experimentally sucked on it a little, caving my cheeks in around it. At that, he - maybe unconsciously - bucked his hips up a little, and a soft slurping noise came out of my mouth when my lips stopped making a seal around it. I looked around again, heart beating in my chest - if one of the other guys woke up to that and turned to see me with my head in his lap, sucking his cock...Suddenly I felt kindof slutty. Not only was I giving a blowjob to an older guy I'd only met that day, but I was doing it in the room with two other guys. Not really what I'd thought it would be like.

That word kept echoing through my head. "Blowjob...Blowjob...You're giving a blowjob..." I slid my head a little further down his penis, letting more of it into my mouth. Now I was just holding his dick by the base, sortof to direct it into my mouth. I bobbed my head up and down on it - I knew how you were supposed to give blowjobs. I felt his cock fill my mouth and then slide out to the tip again, sliding between my lips and over my tongue.

My neck was getting tired. I shifted positions so that I was kneeling on the couch on my hands and elbows. I didn't like the position - I felt like my ass was sticking up in the air and I was afraid I looked like a slut = but it was way more comfortable than twisting around from a sitting position like I had been doing. His hand slipped out of my pussy as I did it - he couldn't reach me anymore in this position. That was okay, though - I was focusing on him.

With my improved position, I started bobbing my head up and down a little faster on him. It kept sliding across my tongue, in and out...I used my tongue a little on it when I could, although there wasn't a whole lot of room to maneuver. My mouth was pretty full of his penis. I was moaning a little every once in a while - not on purpose, just kindof grunts while I was working - and he seemed to like that. To be honest, while I wanted to make him feel good, I didn't want it to take all that long; I was more and more nervous about the other guys in the room, especially because little noises kept escaping from my mouth, and...Well, I just didn't like doing it that much. It was hard.

That's probably what made me careless. I pushed my head down a little too hard, and his penis shoved a little way into the back of my throat. I felt the tip of it pushing against my tonsils, and all of a sudden I was gagging and coughing. I was totally embarrassed, and terrified that the other guys were gonna wake up, and my eyes were tearing up...Josh pulled me up for a sec, whispering "Shh...It's alright" and kinda smiling at me. He looked like he was laughing a little.

"Little too much for ya?" he asked. I nodded, smiling weakly. "It's okay, hon. Don't try to take it that far unless you're really ready. It feels really good, just what you're doing, hon."

I nodded again. I was still catching my breath.

"If you want to, you can just lick it for a while - on the underside feels really good," he said helpfully. I understood that what he really meant was, "I want you back on the job, however you can," so I bent back over him and ran my tongue along the underside of his cock for a few seconds. He kept breathing heavy, and I could feel his hands rest gently on my head, stroking my hair...Not really pushing me down on him, just caressing me. Pretty soon I felt okay enough to put it back in my mouth, and I went back to sucking.

One good thing about the position I was in, I thought: at least he can only see the back of my head. I was sure I looked really slutty right now, with my lips wrapped around his dick like this...I'd be too embarrassed if he could actually see it sliding in and out of my mouth. I felt like my lips were totally stretched around it, and I was sure it wasn't very attractive. I tried to picture myself, moving up and down, his cock coming in and out between my lips.

I'd really only been doing this for five minutes, probably, although it felt like forever, when he pulled me gently away from his dick. I was scared for a minute...I must be doing such a bad job that he doesn't even want me to bother anymore! But instead, he kissed me softly and said, "Honey, you feel so amazing...I'm gonna cum real soon."

I nodded, and realized I had no idea what to do now. He continued, "I'm afraid I'm gonna make a mess when I cum, honey...Cause you've got me so turned on. I don't want it to get all over you..."

I was kindof caressing his dick while he whispered to me. "What do you want me to do?"

He kissed my ear before he answered. "Will you let me cum in your mouth? You can spit it out afterwards if you want to...But it'll keep it from making a mess..."

I didn't really want him to...It still seemed really gross. But...Well, I could see his point. And I wanted to make him happy...So I made my decision. "Okay," I whispered, and bent back over his lap.

I worked as hard as I could, knowing he was getting close. Bobbing my head up and down over and over on his penis, feeling it slide in and out of my mouth. "Fucking him with my mouth," I thought. He was breathing harder and harder, and I could feel his muscles tense. His hands tightened a little on my head, in my hair. And then it happened.

The first blast caught me totally by surprise, even though I knew it was coming. It was more forceful than I thought it would be. It hit me right in the back of my throat, and I unconsciously opened my mouth...Letting it slide out and down his cock. But then I got my wits together and closed my lips, keeping my mouth tight around his dick. I'd stopped moving, but he pushed me down a little and said, "Keep going while I cum, honey..." so I went back to moving up and down while he came in my mouth. Spurt after spurt poured out of his dick, filling my mouth. It was much thicker than his precum had been. Before I knew it, I'd swallowed - a huge mouthful of his sperm slid down my throat. I moaned a little, kindof a helpless mewling sound. Scrunched my eyes closed as he kept cumming. Finally he stopped, leaving me with my lips locked around his penis, knowing my mouth was so full of cum that if I tried to slip my mouth off him, most of it would dribble out onto him...Just what he said he didn't want. I stayed that way just for a few seconds, and then forced myself to swallow. It took two gulps to finish swallowing all of his cum, and I felt like I'd just drank a full glass of it. The thought suddenly brought a picture into my head of an actual glass full of milky, thick cum, and me drinking it down...Even grosser. I'd let him cum in my mouth, and swallowed it...

He was panting audibly, relaxed back against the couch, stroking my hair. I slowly slid my lips back up off his cock, looking around once more to make sure no one had woken up. That last part seemed like it might have gotten a little loud...But they were both still motionless. I got back into a sitting position and leaned against him, feeling tired.

He hugged me close. "God, Molly, you were amazing," he whispered right into my ear. "That felt so great..."

I realized that I'd done it: I'd given my first blowjob. Now that it was over, I wasn't sure how I felt. Did I feel proud that I'd made him feel so good? Did I feel used? I wasn't sure. Maybe both. The fact that at the end I'd swallowed made me feel sortof unsure about the whole thing...I felt like a classy girl would have known how to keep it in her mouth and then spit. But he really seemed to like it, anyway.

As if he could read my thoughts, he whispered, "Did you swallow?" I nodded. "That's awesome," he said. "I think it's so sexy when a girl swallows..."

I leaned up, hesitating. "How come?" I finally asked.

" dunno, just...Like, it means she really trusts me, I guess," he said. "Giving head is one thing, but being willing to swallow...It means you really care."

That actually made me feel better. "I'm glad," I whispered back to him. "I really like you."

"I like you, too," he said. And then, "Do you want me to do it back to you?"

I hadn't really even thought about this, but I immediately answered, "No...That's okay." I thought that was really gross...I'd heard all the jokes about fish and all, and I was afraid I'd smell gross down there, and he'd be grossed out. To this day, I'm still not really that into receiving, even though I know better now.

"Okay," he answered, shrugging a little. And then he just held me, cuddling together. We kissed a little bit more, but he avoided my mouth - I didn't blame him for being grossed out at the thought that he had just finished cumming in it. He stuck to my neck and ears. Slowly we both started getting sleepier - it was really late by that point.

After a while I jerked myself awake and realized that I was nodding off. I looked up at him and saw that he was doing the same. I reached down and pulled my shirt down over my panties, and kissed him on the cheek. "Josh, I have to go to bed," I told him.

He was only barely awake. "Okay, sweetie. You were awesome...I hope we get to see each other again soon."

I smiled at him. "Me too." And that was about it. I went upstairs...Not even turned on any more, and too tired to masturbate even if I was. I fell immediately asleep. 