Bedtime Fun

One Christmas we had some extended family fly down and stay with us. Just a couple aunts and uncles, and one cousin. A Girl named Katie who was the same age as me. Katie and her family lived pretty far away so we never got to hang out or see each other much. A couple days before Christmas day everyone but us two made a trip out to see some other family. It was only a 3 hour drive but they all were going to spend the night. Katie and I stayed home and my parents told me to make sure she was comfortable and all that jazz. When night time came around I got Katie some pillows and blankets and made up the guest bedroom. We stayed up for a few more hours hanging out in my room, watching TV and playing video games. It got to be about 2AM and we were both pretty tired laying on my bed. "Man, I think I'm ready for bed." I said. Katie yawned and said "Me too". I went into my bathroom to brush my teeth and when I came back Katie was already half asleep on my bed. She started to get up when she said, "You think I could sleep in here tonight?" "Uhh..." I was kind of shocked and nervous at the same time. "Your bed is big enough for both of us". "Well, my mom..." "Nobody will be home 'till tomorrow. No one will know". Maybe this was normal for her, I thought. Maybe she sleeps next to guys all the time back home. Maybe its just a totally innocent thing for her. "Well, OK" I agreed. I turned off the lights, stripped down to my boxers and climbed into bed as nonchalantly as I could. She stripped down to just her bra and panties and laid down next to me. I was a little more awake at this point and I think she was too. We started to talk about Christmas and what we both wanted. We talked about friends and family. I started to ask questions about her home, her friends. "So, do you have a boyfriend?" "No. I did, but we broke up." "Oh, that's too bad, what happened?" I asked. "I caught him making out with some other girl." An awkward silence followed. I felt a little weird. I had never had a girlfriend, "been" with a girl or anything. Not even kissed one before. And here was a girl my age laying next to me, in her underwear, getting ready to sleep next to me. I contained myself fairly well looking back. I suppose its cause it was so casual. It didn't feel sexual at all. That was, until she started asking ME questions. "So, do you have a girlfriend?" "Me? A girlfriend? Haha! No, I've never had a girlfriend" I chuckled. "NEVER!?" Katie exclaimed. "Nope" I said. "So, you're still a virgin?" "Yup" I said casually. "Never had oral?" "... no" She paused for a second. "Have you ever KISSED a girl before?" "Other than my mom? No. Not like that". Katie giggled a little. "I mean, I'd like to do all that, I just hadn't yet." We laid there for a few more minutes or so look up at the ceiling. Just when I thought she had fallen asleep Katie spoke up. "Look at me" she said. I turned my head and right then she kissed me. After I realized what was going on I started kissing her back. She pulled her head away and said "There, now you've kissed a girl". I just smiled. I didn't have a clue what to say or do. "Now, how bout those other things on your list?" She asked. "Other? Wha? No, we can't do that, we're cousins." "It's ok. It's not like we're getting married, or dating, or in love or anything like that. Come on, it'll be fun. I promise." "Well, I guess it would be ok..." I said. "Good!" Katie said enthusiastically. She jumped up and pulled the covers back she turned the lights on but left them at the lowest setting. "OK, you're gonna have to take your boxers off." she said. I slowly started pulling them down. I was so nervous, but it was a good kind of nervous. I had never done anything like this before. And I was having fun. She went down the hall to the guest room and returned with some things to put her hair up in a pony tail. "Do you masturbate at all?" Katie asked. "Masturbate? Yeah all the time!" "Good, so you know what's gonna happen then." "What's gonna happen?" Maybe there was something I didn't know about. "Yeah, you're gonna have an orgasm and then ejaculate." "Oh, right. Yeah I've done that before." Man that made be sound like an idiot. "OK, are you ready?" she asked. "Yeah I think so". "Do you mind if I take off my bra?" That seemed like an odd question. "No not at all." I said. "It just makes it easier" Katie said as she let her bra fall to the ground. Katie laid down on the bed and positioned her head right above my penis. "Alright now, don't take too long!" she said jokingly. "Ha, don't worry, I'm gonna come so fast." She just smiled. She started by feeling my balls. Then moved her hand to be base of my penis. I thought I was gonna come right then, luckily I didn't. The feelings were so intense. She began to move her hand up and down on my penis. I had masturbated many times before that, but having a girl just touch me down there was such a different feeling. It was amazing. She opened her mouth and slowly moved her head closer to my penis. I remember thinking I was going to ejaculate before my penis ever go into her mouth. She closed her mouth on my penis. "Oh GOD!" I yelled out. After about 20 seconds I couldn't take it anymore. "I'm COMING!" I yelled. "I'm COMING!!!". I thought she would take my penis out of her mouth and let me ejaculate, but she kept on sucking. Then it happened. I came. And I kept coming. And with each contraction she kept swallowing. After I was finally done she looked up into my eyes. She crawled up and laid down on top of me. We made out for a couple minutes. It wasn't long and I was hard again. Katie seem to notice this and stopped kissing. She smiled and said "I see you're ready for the next item on your list..." I came a lot that night. We both did. It was the most amazing night. We kept in touch throughout the year, and we had some fun during her next trip out.