I was 12 and had been masturbating for a few years. I masturbated at least twice a day but had absolutely no female experiences. I saw my share of porno magazines but had never seen a live naked girl. Now a few houses down from us lived Mary who was also 12. Mary's dad was a salesman who was gone a lot and had the most fantastic train layout that I'd ever seen. He'd let me come over and play with it but only if he was there too which was OK with me because he made the playing that much more fun. Mary would also join in and it was a lot of fun for a boy my age.
One day I went over to their house to see if we could play with the trains. Mary wasn't home or her dad but her mother said it would be all right if I came in and that she'd check in on me once in a while to make sure everything was all right. A short time later she came into the room and sat on the sofa. It was a rainy day and the rain was coming down hard and beating against the windows. She was engrossed in looking at the rain and didn't notice that her robe had opened at the top and I could look in and see her naked breast. It was huge to me, the very first real naked breast I'd ever seen, and I couldn't take my eyes off it. My cock stood straight up, started throbbing, and poked tight against the light cotton of the shorts I was wearing.
So while standing there staring, she moved a bit and that's when I noticed her staring back at me. She knew what I was looking at and could also see how excited I was. After a brief moment she asked if I liked what I saw. I could only nod yes. She then asked if I'd like to see more and of course I nodded yes again so she proceeded to lower the top of her robe and sat there naked from the waist up. I couldn't believe what I was getting to see. She asked if I'd ever touched a breast and when I nodded no, she motioned for me to come over and placed my hands on them. They were so soft and silky but I didn't know what to do so I just squeezed a little. She started instructing me on how to squeeze and to play with her nipples by rolling them between my fingers. Wow, this was great! She seemed to also enjoy what I was doing and then asked if I'd like to see her naked. Nodding yes again, she took the robe off, then her panties, sat back on the sofa, and spread her legs. I could look into her hole, could see her clit, could see it all. My wildest fantasy coming true! She took my hand and put it between her legs and with her hand over mine, she worked my hand just the way she liked it. She took two of my finger, inserted them into her hole and started working my fingers back and forth while having my thumb rotate around her clit. I still had one hand on her breast and was squeezing and playing with her nipple. She worked my hand faster and faster and I could see she had her eyes closed, her mouth slightly open, and she was starting to moan. She reached out and grabbed my hard, aching cock, her body gave a jerk, she let out a mixture of a cry and a moan, and pushed my hand tightly into her. We stood like that for several minutes before slowly opening her eyes and giving me a slight smile.
She took my shorts and under shorts and pulled them down to my ankles. Wrapping her hands around my cock, she slowly moved them up and down and occasionally flicked the underside of my cock head with her tongue. In just a short time I told her I was cuming but she just kept at it. I let out a groan and shot the largest stream of cum I'd ever shot in my life. It shot onto her chin, chest, and breasts but she didn't mind a bit. She even rubbed a little over her chest with one hand while she continued to milk me with the other. I was so weak I could hardly stand but yet I didn't want any of this to end. After a bit she licked some cum drops off my cock and left-telling me she needed to cleanup.
I stood there for a bit and then pulled my shorts up. A short time later I needed to pee so I walked out to the hallway passing the master bedroom on the way to the bathroom. The door was ajar just a bit and seeing some movement I looked in and saw Mary's mom with a vibrator going in and out of her cunt and her hand rubbing all over her breasts. She was rubbing her breasts with my cum! While looking only for a brief time, I saw her back arch up, another moan and a cry, and then a gasp for breath. I didn't think she had seen me and so I quietly headed for the bathroom but by then my cock was again so hard that I wouldn't have been able to pee if I had wanted to. I opened the dirty clothes hamper and there on top was a soiled pair of panties. I didn't know who they belonged to, Mary or her mother, and I didn't care. I wrapped them around my cock and two strokes later I climaxed into them. Walking back I noticed her door was closed.
I played with the trains for about 15 minutes and then headed for home. Mary's mom was in the kitchen working, which was next to their front door. I thanked her for letting me play with the trains (not knowing if I should say anything about the really good things that happened) and she said you're welcome. But before I closed the door behind me, she said that what happened was our secret. I said OK but then she continued and said that what I had seen her doing in her bedroom was also our secret. So she knew I'd been watching!
As I walked home I thought about all that had happened and got super horny again. I walked straight to our bathroom to masturbate.
About two months passed and during that time I masturbated continuously reliving the experience. I just couldn't get it out of my mind! But my thoughts also started building on what had happened and I asked myself why I hadn't asked if I could lick her cunt? After all, all the porno magazines showed that. Also, I would have liked to suck on her nipples. Would she have let me stick my cock inside of her? I didn't think so but if I had asked, who knows? Anyway, these thought were with me one day while I was walking home from school with Mary. It was another warm day, summer was almost here, and so I suggested we meet after a bit at the swing.
Now the swing was a heavy rope hanging from a tree and tied through a board with a big knot underneath. It was on a steep hillside so that swinging out made us feel like we were flying. Several of us kids played there a lot, however, it was only Mary and I at the swing that day. Mary was swinging, having a good time, and then I saw that the rope was tight against her crotch. Her shorts were being pushed deeper and deeper inside of her and there were some strands of pubic hair starting to show. I also thought that maybe she was rubbing herself a bit against the rope and I started getting hard thinking about that.
Although Mary and I were the same age, she was maturer-both mentally and physically. Her breasts were starting to develop and she talked a little about boys so I knew she thought about them although I never thought much about it. Except now, after what had happened two months ago, all sorts of possibilities were coming to mind. About a year ago we had been at the swing with a couple of other kids when someone suggested that we play: You show me yours and I'll show you mine. Each of us dropped our pants for a split second and that was it. Nothing more after that day but today I thought I'd hint about doing it again. I asked her if she ever thought about that time and when she said yes I mentioned it would be fun if we did it again. She agreed but being that other kids might be showing up, I suggested that we walk down the hill and into the woods so we wouldn't be seen. Mary agreed and seemed eager for what we were about to do.
We found a hidden spot and although I didn't know how to start, Mary was already taking her clothes off. This wasn't going to be a quick show I could see. Mary wanted more than that and I was happy to go along. I took off my clothes too and we looked at each other. My cock was sticking straight up and was pulsing. Mary asked if she could touch it and I said yes but I wanted to be able touch her too. She sat down on her clothes as did I. We were facing each other, very close, and she reached out and gently reached for my cock. She held it, squeezed a bit, fondled my balls, slid her hand up and down the shaft, everything. I'm sure it was the first time she had seen or touched one because she was taking a long time with her inspection. I reached for her small breasts and started massaging her nipples-just like her mom had taught me. She moved her chest closer and when I gently squeezed the nipples, she made a little sound that sounded like a purr. I asked if I'd hurt her but she said no, that it just felt sooo good. I told her what she was doing to me felt super good too and not to stop.
She noticed a drop of pre-cum on my cock tip, wiped it with her finger, and put it up to her nose. She didn't say anything. I asked her to lay back so I could more easily touch her pussy, which she did without releasing hold of my cock. She seemed to be totally amazed at what she was seeing and touching. I placed my hand on her pussy and she spread her legs. I was surprised at how wet she was. I tried to put two fingers inside but she seemed too tight so I tried one, which slid in nicely. Mary jumped and gave out an ooohhhhhh. She was really enjoying it! Again, doing as I was taught by her mom, I used my thumb (which was wet and slick from her juices) to massage her clit. Working my finger in and out of her pussy hole while massaging her clit, she started shuttering, let out a cry, sat up, and put her face against my cock. She held me for some time before relaxing and looking up at me. We were both smiling.
The tip of my cock had more pre-cum but instead of wiping it off, she put my whole cock in her mouth and started sucking. She seemed to really enjoy sliding the shaft in and out-as did I! While she was sucking, I had my hands all over her and then I felt myself cuming. I didn't know if I should tell her like I had told her mom or just shoot into her mouth. I decided to cum into her mouth and hoped she wouldn't be too pissed. She took it all but let a lot flow from her mouth. I could tell that she swallowed some but I guess she just didn't want to swallow all of it. That became the best climax of my life! Mary kept sucking and my sensitive cock head rubbing against the inside of her mouth was almost unbearable!.
Although, our initial sexual tension was satisfied, I still had fantasized about licking a girls pussy and so I asked if I could. She said yes, laid down, and I put my face between her legs. I fingered her cunt, flicked and squeezed her nipples, and licked her clit until she climaxed again. I think she was becoming addicted to sex! I knew I was! Afterward, I laid back and she stroked me until I climaxed again. My cum shot to my chest and she thought that was really neat to see. She asked how it felt shooting out and I said it's the greatest feeling in the world. She said she knew what I meant.
We had a couple of other sessions after that but the first is the one you remember the best. I've always wondered what Mary's mom would have thought if she knew that what she had taught me was what I was able to pass on to her daughter? Would she be mad-or happy that it made for a very enjoyable experience for Mary?