12 at the time.
When I was younger, I lived in a trailer park with a huge expanse of woods behind it. During the summer, I would spend most of my time in those woods, exploring and wasting the day away. Some friends and I built a rough treehouse in a tree, maybe 300 yards into the woods, where we'd go to hang out and look at dirty magazines.
The treehouse was simple, just a floor about the size of a sheet of plywood, and three sides, about three feet tall, just high enough so you wouldn't be seen if you were sitting down. The side closest to the trunk of the tree was open, and you would climb the tree trunk and lift yourself into the treehouse.
One afternoon I smuggled one of my step-dad's Penthouse magazines out, and was paging through it in the treehouse, fantasizing about all the beutiful women inside. I was wearing just a t-shirt and loose gym shorts. I had the waistband pulled down under my balls, and was eagerly pulling and rubbing on my hard cock.
I stopped when I heard someone's voice from down below, somewhere close by. I scrambled to cover myself up, and stashed the magazine under a piece of carpet that we had laying there.
I peeked over the edge of the wall, and a girl from the neighborhood was walking down the hill toward the tree I was in. Her name was Barbie, and I knew her pretty well from living near her for five or six years. She was obviously looking for something or someone.
Barbie wasn't a very pretty girl; some considered her an Amazon. She was tall, for a seventh grader, almost 5 foot, 10 inches, with long dark hair, an olive complexion, and a huge chest. She always had a big crush on me, but I never really showed any interest in her. Today was a different story though. I would have shown interest in a tree trunk with a promising-looking knothole, as horny as I was.
She looked up and saw me peeking out over the wall, and changed course in my direction. She stopped when she got to the tree I was in. She was dressed in a bright colored pair of pants, and a button-up short-sleeved shirt. From my vantage point, all I saw was cleavage.
'How do I get up there?' she asked.
'Just climb up the tree, and pull yourself in,' I answered, wondering what she was up to.
She struggled up the tree and finally made it into the treehouse. I got a good look down her top as she crawled in.
I asked her why she was out here in the woods, and she said that she had seen me go in, and wondered why I wasn't with my friends. She decided to follow me. She asked what I was doing, and I told her just sitting here. She looked down at my shorts, which were tented with my erection, and just smiled. I was busted.
'Looks like you were doing something else,' she hinted, and pointed to my crotch.
My face turned red, and I didn't know what to say.
'Can I see it?' she asked. I wasn't real sure, because I had never been even partially naked in front of a girl before. My dick decided to do my thinking for me, and twitched hard in my shorts, as if to tell me to let it out.
She sat cross-legged on the floor of the tree-house, and I nodded while changing position. I knelt in front of her, and slowly gripped the sides of my shorts, and pulled them and my underwear down to my knees. My cock flopped out and smacked against my stomach. A grin lit up her face and her eyes glued themselves to my crotch.
'Were you playing with it before I got here?' she asked, knowing that I was.
'Yeah, a little,' I answered, shyly.
'Play with it some more, I wanna watch,' she begged.
I said OK, and laid on my side, slipping my shorts and underwear completely off. It felt good being naked from the waist down with a girl that was obviously interested in me. I rolled over onto my back and took my cock into my hand, slowly stroking it. I asked her to show me something, and she nodded and quickly unbuttoned her blouse, revealing a plain white heavy duty bra, with really wide shoulder straps. Looking back on it, she had to have been at least a 38D. All I knew at the time, was that they were HUGE, and I was gonna get to see them. She reached behind her back and undid the clasp, and shrugged her shoulders forward. The cups slipped off her breasts, and she let the bra fall to her lap.
I was in heaven. Her tits hung there for my greedy eyes. Her nipples were hard and large, sticking out like the tip of a finger. Her areolas were huge too, about the size of a soup can. My hand's motion quickened and precum started leaking out, making the feeling just that much more pleasurable.
I thought she would stop at the bra, but she stood up on her knees and slowly slipped her pants and panties down, revealing a large, hairy bush. She kicked the pants aside, and rested on her elbow down near my knees, and spread her legs to give me a good view of her pussy while I stroked my meat. I moved closer, resting my head on her thigh, and breathed in her aroma. It felt like my cock grew another inch, as my face came within six inches of her pussy. She reached down a hand, and slid her fingers through her bush to her clit. She gave it a couple of quick swirls, and then put her fingers to my lips. I eagerly licked off her fingers.
I slid my hand up her leg, and she sort of jumped as my hand got to her pussy. It was wet, and hot, and she moaned a little bit when I stuck a finger in and then slid it back out. I felt her hand touch the hand gripping my cock, and then gently moved mine out of the way, as she took hold of my throbbing cock with her soft hand. I could feel her breath on the my cockhead, her face was so close to it. She rhythmically started pumping me, while I slid two fingers in and out of her. I knew it wouldn't be long before I came.
And it wasn't.
I lasted maybe two minutes, and I felt that feeling inside my balls, telling me that I would be spraying cum all over in just a few seconds. I got back up onto my knees. She was still stroking me while laying on her back. I rubbed the head of my cock across the closest nipple, and felt the orgasm build inside me. She squeezed harder and continued to stroke as the cum shot out of the end of my cock, drenching her boobs and the wall of the treehouse. I groaned out loud as streams of cum kept flying. I had never cum so much in my life.
My knees buckled, and I fell back to my side, my face inches from her spread pussy. I gave it a few licks, and went back to fingering her. I don't think she had an orgasm, but she seemed to really enjoy it. She gently played with my dick while I did this, and it ended up getting hard all over again.
After a while, we both stopped and got dressed. She let me suck her nipples for a while before she put her top on. I told her thank you, and asked if we could do this again some time. She nodded yes, and we planned to do it again the next weekend.
We spent several similar days up in that treehouse that summer, and one time she even brought a friend, but that will have to be a different story.