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Sex Ed From Erin's Cousin

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My name is Trish and my first real sexual experience happened when I was almost 11. My best friend was Erin and she lived down the street from me and we grew up together. We went to the same school together and basically hung out all the time with each other. In third grade we started having sleepovers at each other's house, like once a month or so. When we were in fifth grade we of course started to become interested in boys, although not really in a sexual way, mostly just thinking certain boys were cute, and especially looking at cute famous guys on TV, the movies and singers.
One Friday night we made plans for me to sleep over Erin's house. Her parents were going out that night with another couple (her Aunt and Uncle), and so were my parents, and they didn't trust us to be alone so her cousin Mike who was 16 agreed to watch us (I guess technically he was 'babysitting'). I had met Mike a couple of times before and not only was he cool, he was totally cute. I guess you could say I had a crush on him, and had told Erin a bunch of times how hot I thought he was. We would giggle and she would tease me about it, but I was really looking forward to being able to spend a whole night at her house with him.
I got to her place about 7:00 and her parents and Aunt/Uncle were getting ready to go out. Mike was there and he looked SOOO good. He had long brown hair, beautiful brown eyes and a smile to die for. He had on a tight pair of blue jeans and a baggy tshirt and he smelled great (I think he wore some kind of aftershave). After getting instructions from the adults they finally left, and we were on our own. They had ordered pizza before I got there, and the delivery guy showed up about 10 minutes later and we sat in the living room watching MTV and eating. Afterwards Mike said he was going to play Nintendo, and Erin and I went up to her room to hang out and watch TV.
She started teasing me again and asking how I thought my 'boyfriend' looked tonite, and I told her again how hot I thought he was. Erin told me he had just broken up with his girlfriend and kiddingly said I showed go for it and see if he would date me. She wanted to know what I liked most about him and I told her that he was a nice guy and didn't treat us like crap even though we were a lot younger than him. I also told her his eyes were amazing and that he had a great butt. She laughed and then said she thought his butt was hot too. We spent the next hour or so talking about mostly boys and who else we thought had a 'good body'. We had never talked like this before; mostly our conversations were about boys' personalities. I found out that Erin had a crush on a boy down the street who was 14 and played football; she loved his big shoulders and chest.
After a while she went downstairs to get us a couple of sodas. I was flipping through a bunch of her magazines and clothes catalogs and found a bunch of advertisements for men's underwear that showed these really hot guy models in tight white underwear. That was the first time I really remember 'being horny'. Just seeing the pictures of these gorgeous guys in their underwear made me warm and tingly, and I clearly remember feeling turned-on. I had no idea what to do about it being only 11, but I liked the feeling. When Trish got back she saw me looking at the pictures and she plopped on the bed next to me. We giggled at first, and then marveled at how muscular the guys were. Then Trish said that you could actually see where their 'things' are in their underpants and that left us laughing more, and further inspecting the pictures.
Our conversation continued on about guys, their bodies, and then we quizzed each other on what we knew about the male anatomy. We both confessed we had never seen a guy naked (except I had seen my 3 yr old cousin that summer getting into his bathing suit - big deal!). We both REALLY wanted to see what a guy's 'thing' looked like. Trish heard that it looked like a snake, and I told her I didn't think that they were that big. She told me one time she had heard one of her other older cousins talking about how boys like to rub it til 'jizz' comes out and that's what makes babies. I told her I had heard all about screwing and that it's when a guy and a girl get naked and the guy puts his thing in the girl's vagina. Our talk continued like this on and off for another hour, til we finally decided to get in our pajamas and go downstairs to get something to eat and see what Mike was up to.
As we were walking down the stairs Erin said that maybe we could trick Mike into letting us see him in his underwear. I couldn't believe she was saying it, but I think she was in the same predicament as me; pretty worked up and probably feeling kinda horny from all our talk (even though neither of us knew what 'horny' was at that point). I said maybe if we innocently flashed him and let him see OUR underwear that he would let us see his. We giggled and pushed each other as we rumbled down the stairs and Mike yelled up and wondered 'what the hell we were doing'. We shouted back, 'NOTHING!' and proceeded to the kitchen. We grabbed the pretzels and another soda and went into the living room.
Mike was already in there, draped over my dad's recliner (his favorite chair). He was sipping a soda and made a comment how we were 'giggly little girls'. I looked at Erin and she looked at me and we both burst out laughing. We settled down for a little while and found a movie on HBO to watch. Erin and I were sitting on the couch next to each other, me closest to Mike and Erin on the far end. I pretended to be uncomfortable and kept getting up to adjust the cushions and pillows. As I did I made sure that as I did my nightshirt (I had on my favorite, a red Winnie the Pooh that is kinda short but REALLY comfortable) rode up so Mike could see my underwear. Erin was looking at me like I was crazy cause she knew what I was doing, but I wasn't really sure he had looked at me. Then Erin kicked my leg a little when I sat down and I looked at her and she had HER pajamas (also a short nightshirt) pulled up REALLY high. She just smiled and I noticed I could see her underwear. I knew if I could that Mike could definitely because of where and how we were sitting. I gradually pulled up my PJs so that my underwear was visible too. I couldn't believe I was doing it and I knew it was wrong, but it just felt good and naughty at the same time, you know?
After watching the movie for another 10 minutes or so (I don't think Erin and I actually watched it because we were distracted by what we were trying to do to tease Mike) I noticed him shifting in his chair. I tried very hard not to turn my head but I could see out of the corner of my eye that Mike was actually touching himself down by his crotch! At that same moment Erin gently kicked me and I knew that she had seen him do it too. Next thing I knew Erin was blurting out, 'Hey Mike, are you being a perv trying to look up our pajamas at our underwear? If you want to see, all you have to do is ask.'
I was freaking at this point. I hit Erin, hard, in the arm and said, 'ER-IN!' She was like, no big deal, he can see it if we can see him in his underwear and she winked at me. I was like, oh, OK. So I told Mike that we would show him our underwear if we could see his. He was just smiling and then said that WE were a couple of pervs and that we had been flashing him. He asked us if we had ever done anything with a boy like kiss or 'more' and we told him no. We asked him what he had done and he said, 'just about everything'. Erin and I were like OH MY GOD and asked him exactly what he did. He wouldn't give us the details but he said he didn't go all the way but had been naked with a girl a few times and they did stuff with their hands to each other. When he said that I had an image in my mind of him naked and what he must look like - probably like a god! He said he had gotten a few hand jobs and one blowjob and we asked him what they were. He told us a hand job is when a girl rubs a guy 'down there' until he 'shoots' (he was blushing now as he told us this) and a blow job is when she puts it in her mouth and licks it. Sounded disgusting to me.
So he was really cool and laid back (which is one of the things I liked about him so much) and he just casually says, 'OK, if you really want to see my underwear, it's no big deal. I was going to get ready for bed anyhow'. And without getting up he unsnaps his jeans and pulls down his zipper and just pulls off his pants! I was so shocked! I thought he would be wearing 'tighty whiteys' but he had on these red and green plaid boxers. His legs were so muscular (we was a wrestler). Then he took off his tshirt! Oh he was so hot. He had only a little tiny bit of chest hair and some under his arms, but he was SO muscular. He was just smiling at us and me and Erin kinda just sat there in shock. I was staring at his underwear and I could see a bump or lump where his 'thing' was. Then he was like, 'stop staring ladies. It's no big deal. Now it's your turn. ' He was smiling and I know I was kind of freaking out, but not as much as I thought I would have. Erin was like, OK no problem. She took off her nightshirt like it was nothing and stood there in just her underwear. She had on these white underpants that had the day of the week printed across the butt (Friday) and that was it. We were only 10 1/2 and were both older enough for training bras because we were starting to develop (one of the many things we talked about at length was 'getting boobs'...) but she didn't have one on under her PJs and neither did I.
When Mike saw her in her underwear he smiled and said, 'Wow Erin you look good!' His hand was down by his crotch and it almost looked like he was trying to hide something. I didn't know what it was then, but I found out a little later. Erin was (and still is) VERY pretty, with long straight black hair almost to the top of her butt and these really neat green eyes. I was a little plainer at that age, with shortish brown hair and lots of freckles but have been told in the years since that my smile (as well as my butt) are my best features. I didn't waist any time and didn't want to be the 'odd one' and quickly pulled off my nightshirt. I remember I had a pair of my favorite underpants, pink ones with lace around the waistband that were just sooo comfortable.
So there we were in just our underwear, not knowing what to do next when Mike asked if we wanted to see his penis. Erin and I looked at each other momentarily with our mouths opened and then started to giggle (we did a lot of that back then) and when we looked back at Mike his hands were away from his crotch and it was like he had a tent in his boxers. I didn't know what to say, and was afraid if we did anything more we would get in a ton of trouble, but Erin spoke up and said, 'YEAH, definitely!' It all happened so fast; before I knew it, there it was. Right in front of us, no more than a few feet away. In one quick motion he had taken it out of the opening that's in boxers to let guys pee easier, and it was sticking straight up! I could see hair around the bottom of it, and it didn't look much like a snake. He kept his left hand on it and Erin leaned into me, giggling and whispering, 'Oh my GOD I can't believe he took it out!' He asked us what we thought and neither of us could say anything at first. Then I asked him how he could walk around with it like that all day and didn't it bother him or hurt him when it was in his pants. He laughed and said it's not like this all the time, just sometimes when I get horny. Most of the time it's softer and smaller. I really had no clue what he was talking about and when he was about to go on Erin asked him if he rubbed it to make jizz come out. He laughed really loud and long and asked where we had heard that. We told him from one of Erin's other cousins and he just shook his head and laughed. Then he told us that he did, and that all guys his age did and that it was fun because it felt so good. He lifted up his hips and pulled his underwear down around his knees and then we could see EVERYTHING! God he was so hot, and his penis looked, I don't know, new, different, exciting, repulsive, sexy - a lot of things rolled into one. And then he started rubbing it....
All this happened over a period of just a few minutes. From the time Erin had called him a perv to the time he started jerking off was probably 5 minutes, max. As he was doing it he told us how good it felt, and then said he would love it if we pulled down our underpants so he could see our 'slits' (that's what he called them). I would have jumped off a bridge if he asked me to at that point and I very casually pulled them down around my knees. As I did I noticed wetness between my legs different from anything I had felt before, but didn't really pay attention to it. I now know of course I was incredibly horny but didn't know what to do about it at the time. I felt Erin's hand on my shoulder and I looked over to see her completely removing her underpants and throwing them on the couch. I quickly kicked mine off and we stood in front of Mike naked. He wasn't talking any more but was grunting a little and saying things like, 'Oh you 2 are SO hot, I'm so horny' while he was rubbing his penis. After about another minute he started rubbing faster and then he said, ' Oh, here it comes!!!' and he was rubbing really fast and then all of sudden it happened, the jizz was shooting out of his penis and was going all over his chest and stomach and arm. It shot out for about 10 seconds and I was frozen the whole time. When he was done he took his boxers and wiped all the jizz off of him and then said he was going to take a shower. Erin and I put our pajamas back on and our underwear and talked about what we had just seen. We were both feeling horny but had no idea what to do to take care of ourselves. (We figured it out about 6 months later at a sleepover at my house...).
When Mike came back he told us we had to promise never to tell anyone what we had done or he would really be screwed. He seemed really nervous and uptight and we told him not to worry, that he was cool and we would never tell anyone. And we never did. Erin and I had a few experiences of mutual masturbation over the next few years but never touched each other. And I had sex (technically) for the first time when I was 15 when I gave a guy a hand job in my parent's basement and he fingered me through my panties. I saw Mike only once more before he went away to college and haven't seen him in all the years since. But he's still in my fantasies when I sit down in my living room late at night with my vibrator and remember that special time.



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