In 1972 i was 13 and had been masturbating for a about a year. That's when i met her . Her name was Karen and i had seen her before she would visit the people who lived across the street from me . Karen was the same age as me so we had a lot in common . One day while i was out riding my bike i saw her in the park just hanging out smoking a cigarette . We started to talk about friends and such when she asked me if i wanted to feel her up ! my mind went into a stir, feeling up a girl when you are a 13 year old boy is all you ever think about . So we went off to a less public area in the park and started to make out . In no time at all i had my hands all over her tits , rubbing and squeezing , by this time i had a hard on like a rock i took her hand and put it in my now open pants and she went wild on me and started to slid her soft warm hand up and down my cock . I was in heaven and could not believe this was happening , i remember thinking to myself i can't wait to tell the guys that i had gone to second base with her ,( for the few who don't know back in the 1970s feeling up a girl was called second base) we were like two hungry dogs , licking and sucking on each other with out a care in the world . I had to make the move to third base we had gone this far there would be no reason not to try , i slowly worked my hand down to her pants and started to open them with in moments i was there !! . First running my fingers over her very hot wet white cotton undies which was met with a deep moan from Karen . It was really amazing how wet she was i had never done this before and my heart was beating like a drum . I slid my hand inside her waist band and felt the soft hair . It was like silk , lower down i was slowly finding my fingers washed in a pool of her honey, warm and sticky . My head was spinning - here we were laying outside in a park with my fingers sliding in and out of my new found toy french kissing while her hand was doing what it did best . What could be better than this i thought . It was getting late in the day so we decided it was time to go . All through diner i kept replaying the events of the day in my head . Two hours latter there was a knock at the door , it was Karen and she was asking me to join her for a walk . How could i have known that things were about to get even better . She led me to the roof of an apartment building there was a small utility room with a bunch of blankets on the floor . Inside she handed me a foil packet and started to undress . We were both naked in a flash ! she laid down on the blankets and spread her legs apart . I was now treated to a vision of pure joy and mystery with in seconds she removed the rubber from the packet and slid it on my virgin cock . I laid down and she rolled on top of me and lowered her pussy on to my awaiting erection . What an unbelievable feeling i was being engulfed by wet velvet , her movements were mind blowing up and down she kept rocking higher and faster . I could not think straight all these new sounds and smells were adding to the adventure i started driving my hips up to meet her . The sound of naked wet flesh smacking together echoed in this small room . I became aware that her pussy was acting like a vise squeezing down on me . Her shuttering orgasm brought me to the point of extacy and i exploded wildly. It is a memory that i will never forget .