In eighth grade there was a girl in one of my classes that I found very atractive, let's call her Molly, and we were both good friends. She asked me if I wanted to come to her house after school and have a sleepover. This wasn't anything new since we have had sleepovers before so I accepted her invitation and went to her house after school. We rented a few movies and one of them was a really scary movie that we both thought would be good. We got back to her house and had some pizza from Domino's and went up to her room to watch the movies on her TV. We decided to wait and watch the scary movie later before we went to bed. During the first movie we had some popcorn and we chatted because the movie wasn't that great. Some how we got on the topic of masterbation and she told me she liked to do it to thoughts of me. I was surprised and turned on at the same time. I told her I masterbated once a day and I also thought of her every once in a while.
We both blushed and decided to put the horror movie in. She got up and opened the DVD player and took out the DVD and tossed it and said,'We won't be needing this any more.' When the movie started she turned the lights off and came and sat next to me on the floor. As Molly got more scared she moved closer to me. I soon found her with her arm around my neck and her leg up against mine. I could tell that she was scared so I wrapped my arm around her she moved her other hand to my thigh. My penis instantly came to attention. She looked at me and said,'You don't seem to be scared.' In a joking way.
After the movie was over we got ready for bed and I was getting ready to get up on the top bunk of her bunk beds and when I turned around she had her back to me and her shirt was off and she was taking off her shirt to change into her night shirt. She turned around and said,'You like?' I was speechless at the vision of her nice breasts and perky nipples. I managed to say,'Ya.' She turned around and put her shirt on. She got into bed and when I went to climb up to the top bunk I had my feet next to Molly on the bottom bunks matress and my arms were on the top bunk pulling me up when she reached out and cupped my penis and balls with her hand and said,'Nice package.' I looked at her and smiled and winked then climbed up.
We started talking about kids at our school and we got on the topic of masterbation and what we talked about before about us masterbating while thinking of eachother. We were both getting horny and she asked me to come down to the bottom bunk with her. I climbed down and sat at the foot of the bed and she had the blankets pulled tight around her neck. I asked her what she wanted and she said she had a surprise. She pulled the covers down to reveal her nice tits. I was speechless once again at the fact that she had no shirt on. She kept rolling the blanket down and she came to her belly button and I didn't see any sign of her wearing any pants or underwear.
She said if I wanted her to continue I would have to get under the covers on the side of the bed that I was on and take off all my clothes. I gladly accepted her offer and climber under the same sheets she was under and undressed. She moved closer and grabbed my cock and started to masterbate me. I reached under the covers and inserted a finger and started to rub her clit with my thumb. Up to this point I had never seen a girls pussy before and when she pulled the sheet away so she could see my cock and I could see her pussy I almost came right then. I told her I was going to cum and she told me to cum on her breasts. I stopped rubbing her and got my knees and pointed my cock at her and cummed all over her tits. She laid me on my back and sat on my stomache and I masterbated her on my chest. When she came her juices dripped all over me and she licked the cum off her breasts and I licked my fingers that were in her pussy. We slept in the same bed without our clothes on since her parents wouldn't be home the next morning or afternoon so we felt comfortable spooning naked with each other. Before we finally went to sleep she guided my hand to her pussy and wanted me to masterbate her one more time. I did and after I fell asleep with two fingers in her pussy.
I have to say after that we have been the best of friends and are now going out.