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First Time With Older Cousin

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When I was 10 (almost 11) years old (in 1978) I spent two weeks visiting with my Aunt, Uncle and cousins out of state. I didn't know them all that well since they lived about 8 hours away, and we only got to see each about once every year. My Aunt and Uncle were pretty cool, and my cousin Ted was 4 years older than me. His sister Becky was 18 and was away with friends on vacation when I came to town, so it was just Ted that I had to hang around with for the two weeks.
Uncle Frank was away every day at work, and some days Aunt Sue would take us to the local lake to swim. On one particular day it was cloudy and not swimming weather, and Aunt Sue wanted us to go shopping with her. The last thing Ted or I wanted to do was spend a day shopping, so we convinced her to leave us home alone while she went out. When she left, Ted called up one of his friends and 10 minutes later he was out in the driveway on his bike. We all hung out there for a little while, pretty bored with not much to do, when Steve (Ted's friend) starting whispering to Ted about 'the magazines'. As I was throwing my pink rubber ball up against the side of the house my ears were perked up like a rabbit as I listened to them debate. 'We should show her, it would be fun'. 'No we shouldn't, she'll freak out and we'll get in trouble'. I had NO idea what they were talking about at that point. After a while I decided to ask what they were talking about. They kinda hemmed and hawed until Steve blurted out that they had a stack of dirty magazines they had found at the side of the road a week before and they wanted to know if I wanted to see them.
At this point in my life I knew NOTHING about sex, but had wondered after vaguely chatting with some of my friends what a penis looked like, and what a boy would look like naked. Not that I obsessed about it, but I guess I was just as curious as any other girl my age. So I told them 'Sure. Where are they?'
Steve said he would be right back and took off on his bike. While he was gone Ted told me that they were only going to show me if I promised not to tell ANYONE. If I did we would all be in big trouble. I remember the feeling of fear of getting caught mixed with the excitement of seeing something that's only for adults. I promised him I wouldn't tell, and he again 'threatened' me with all the trouble we would be in if anyone found out.
Steve came barreling back into the driveway 5 minutes later with a black garbage bag in his hand. He practically jumped off his bike before it stopped and ran up to Ted and me. 'Let's go' Ted said and I followed them into the house and down the stairs to the basement. It was semi-finished, with old carpeting, a long couch and recliner chair and a TV. Ted flicked on the lights and I sat on the couch next to him while Steve sat cross-legged on the floor and dumped the contents of the bag on the floor. For the life of me I don't remember the names of the magazines, or even how many there were, but I do remember some being pretty soft-core (like Playboy) and others being very graphic that showed insertions, men having orgasms, mutual masturbation, etc.
As we sat flipping through the magazines we spent a lot of time laughing and giggling, and I was AMAZED at what I was seeing. Of course I had questions, and wasn't afraid to ask, and both Steve and Ted were more than happy to educate me on what I was seeing. They explained how people liked to touch themselves on their privates, and that boys rubbed their penises until semen came out, and girls rubbed their vaginas until they became wet - and that it was called masturbation. They also told me sometimes boys and girl touch each others privates, and they explained (in their own immature way) what intercourse and oral sex were. As we were talking and looking I began to notice both of them constantly wiggling and adjusting themselves, and moving their hands into their laps. I noticed in particular that Steve had a prominent bulge in his shorts (I found out he didn't have on any underwear, he had taken them off when he went home to get the magazines) and he kept touching it.
Thinking back now I realized the boys were probably horny beyond belief, looking at these pictures with a girl in the room with them, and they wanted to relieve themselves in the worst way. Finally Ted spoke up and asked me if I ever touched myself 'down there'. I told them I washed myself in the shower if that's what he meant, and he said no and pointed to a picture of a woman on a bed with her legs spread and her hand rubbing her vagina. I told them I had never done that. Ted said well you should, its fun, Steve and I both do this - and he showed me a picture of a young very good-looking man stroking his penis. Steve then interjected - his voice was nervous and his face was flushed - that they would show us how they did it if I would take my clothes off for them.
I was very hesitant at first, and told them I didn't think so. They continued to beg and plead, and Steve was very openly rubbing his penis through his shorts. I was becoming more and more intrigued (and in hindsight, aroused) and finally relented by telling them I would take off everything but my underpants, and they had to take off their clothes first. They both said, 'OK!' in unison and immediately stripped off their t-shirts and shorts, leaving them standing in their underwear (they both had on white briefs I remember). I think THEY were both very nervous as well, and had probably never been naked in front of anyone else before. After a few moments pause, Steve yanked down his underwear in one swift motion and I saw my first erect penis ever! Steve was quite handsome, with a slim body and nice abs, strong arms and a great butt. His penis angled upward slightly and was rather long and thin, and he had a fairly good amount of black pubic hair. As soon as his underwear was off he sat in the recliner chair across from the couch and began to slowly stroke himself. No sooner had he done that then Ted had HIS underwear off and was naked no more than 2 feet away from me. He had a very different build then Steve - he was a bit chunkier, he had blonde hair and a very cute face. His penis of course was also erect, but was much shorter than Steve's, but also thicker, and what little pubic hair he had was brownish-red. He sat down right next to me and simultaneously they both said 'OK Beth, your turn.'
My heart was beating a mile a minute as I stood up. I had feelings like I never had before, and I also had a tingling sensation between my legs that was VERY pleasant. I pulled my shirt over my head, feeling myself blushing as they stared at me in my training bra. I then unsnapped my jeans and stepped out of them, and as I did I noticed both of them pick up the pace of their stroking. 'Your bra' Steve said. 'No way!' I protested, but he said I told them I would only keep on my underpants, and I finally relented. As I unclasped the front hook and shucked it off Ted let out and audible 'WOW', although I'm not sure what he was looking at. I still had not begun puberty, and my breasts were no more than little bumps (although my nipples were a bit puffy and sensitive at that age). I stood there not knowing what to do next when Steve stood up and walked over to me.
'Wanna touch it?' he asked and pointed to his erection. I hesitated again, mixed feelings spinning around. 'Go ahead, its OK'. I tentatively reached down and fingered the head of his penis, and it was warm - and made ME tingle even more. 'Here, like this' and he took my hand and gently wrapped it around his penis, and with his hand over mine showed me how to stroke it. As I did, I noticed two things: Steve was moaning softly and telling me how good it felt, and that he was slippery with what I now know was pre-cum. I continued to stroke him for about a minute, and as I did his hand drifted down to my behind and he began squeezing it, first through my underwear and then his hand reached down inside. He suddenly stopped and said, 'Comeon Beth, can't we PLEASE see you naked???' I looked at him, and Steve (who was stroking with one hand and playing with his testicles with the other) and realized how turned on I was (strange for a 10 yr old, huh? I realized after this experience and a few others like them in my early teens that I was blessed with a VERY strong sex drive, and have enjoyed it my whole life...). Without saying yes or no I just pulled down my underpants (which had pictures of Barbies on them as I recall, funny huh?) and kicked them away and stood their naked in front of the boys. As I turned to look at Ted on the couch he actually began to grunt and was pulling at his penis very fast when he arched his hips up and ejaculated several long streams of come all over his chest and belly. It was at this point that I realized that my vagina was wet, and Steve (being the more aggressive and apparently the more 'advanced' of the 2 boys) stepped directly next to me and began to rub my body all over. First my shoulders, then his hands traced down my chest (squeezing my small mounds) then rubbing circles across my belly as I literally began to shake from excitement. As he took my right hand in his he guided us both between my legs, and my fingers instinctively went between my hairless vulva to my clitoris. Steve was standing so close that his erection was rubbing against my hip, sending shocks of excitement up my body. As he let me go 'solo' when he took his hand away, he stood behind me and held me tight. I will never, ever forget looking down in front of me with Ted on the couch; ejaculate covering his stomach and broad chest and Steve's erect penis sliding against my butt, up and down my crack. I was quickly at a fever pitch, and Steve's hands were again on my body, his left tweaking my nipples and his right covering mine between my legs, bringing me close to my very first orgasm. As I tensed and reached the edge, I pressed back against him, causing his penis to tightly imbed in my butt crack, sliding up and down with his pre-cum as lubricant. He buried his face in the nape of my neck and kissed and grunted, shooting his sperm all over my back and butt as he did. That set me off, causing my legs to quiver and spasm as I rode through my first orgasm.
As Steve and I were still breathing heavily, Ted walked to the laundry room on the other side of the room and grabbed a couple of towels and we began to clean each other off. As we were getting dressed Ted started acting REALLY weird but Steve was cool - and of course I had an instant crush on him. I only saw him one more time before I had to go back home, and even though Ted almost completely ignored me for the rest of the time I was there, 3 years later when he and his family were at my house for Thanksgiving we ended up masturbating in front of each other in the woods behind our house. Unfortunately he is now living and working in Europe and I haven't seen him in about 12 years.



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