The summer before the eighth grade, my best friend Becky and I were sunbathing at her pool. Her parents were at work, and her pool is really private, so we decided to go nude. Becky was much more developed than me, so at first I was a little self conscious of my body compared to hers. Becky was telling me about how she had hooked up with this boy at a party a couple of nights ago, and how he had taken off their shirts and how he had rubbed then sucked her nipples. She was telling me how good it felt, and was absently playing with her nipples while telling me the story.
I got really hot thinking about them, and watching her nipples get erect. I told her that I couldn't wait to see what that felt like, and she just reached over and started rubbing my right breast. I reached over and cupped her breast and started to do the same to her. She leaned down and took my nipple into her mouth, and started to lick and suck it. It felt so awesome, I just leaned back and enjoyed the sensations pulsing through my body. She ran her hand down my stomach, and started to finger me, and play with my pussy. I had been masturbating since the sixth grade, but this felt so much better.
She pulled away, and poured some baby oil on her hand, and went back to rubbing me, and sucking my nipples. I felt the orgasm start to rise in me, and was squirming like crazy. Becky rubbed my clit very fast and hard, and I exploded in the hardest orgasm I have ever had. As I recovered, I looked over and saw her fingering herself, so I took over. She spread her legs wide, and I could smell her musky scent. I parted her lips and slid my middle finger in, then rubbed her clit with my other hand. She was stroking her nipples and moaning how good it felt.
After about five minutes she arched her back and came with a serious of jerks and groans. She rolled over and pressed her body against mine and hugged me. We laid there for a while skin to skin, her breasts pressing into me, just enjoying that afterglow.
After that day, our sessions got pretty common, and we would get each other off a couple of times a week. Unfortunately, Becky got serious with a boy, and we never did it again.