First time mutual masturbation with my best friend

Suzie and I had been best friends since the third grade.  We still are!  We grew up in the same neighborhood and she lived just down the street from my home. We were the same age and had shared interests and were constantly at each other's homes. She was a tomboy of sorts until just before the start of 9th grade when I started to see the changes.

Almost overnight it seemed that Suzie traded in the bulky shirts/sweaters and baggy jeans for more form fitting clothing.  Her demeanor changed too as she was a bit more flirtatious/girly and less rough and tumble.  I was definitely liking the changes.  Suzie was maybe a little over 5 1/2 feet tall and thin in build.  She had a bubble butt and jet black hair and a fantastic smile (her very best feature).  

I was an average 14 year old male with a swimmers build (swim team then) and was starting to grow a little hair here and there.  I was maybe 5 ft 9 or 10 inches and I shaved my chest and legs (what little hair I had) since all the other guys on the team did the same.

Suzie asked if she could drop by to visit after class on Friday. This was all completely normal.  My parents wouldn't be home before 7 and we could catch up on stuff.  We had just finished the first week in a large high school and had only one shared class together during the week so we had a lot to talk about.

She was wearing athletic shorts that were shorter than I expected and her butt looked so delectable.  It took all of my will not to stare too very much.  She was also wearing a shirt that showed off her tight stomach.  I had never seen her wear that kind of shirt before. I wasn't sure where to look for fear of seeming like a perv.

After we caught up a bit, Suzie moved over so our knees were practically touching and she asked me if I had any girls I was interested in at school.  Dumb 9th grade boy that I was I immediately responded with a "no."  I asked her the same question expecting a no reply of course and she responded with a "yes." She said that the boy she liked was really cute and funny and a little on the shy side...and she was "definitely interested."  

My heart sank as I was completely blindsided by her response. I was spiraling fast and just went for broke. I blurted out that I had feelings for Suzie beyond the friend realm but I was just too much of a coward to say anything.  I told her how beautiful I thought she was and how much I thought about her all the time (day and night). I don't even remember everything I confessed to because it just rolled out of me and I couldn't stop running at the mouth. I felt so ashamed and I couldn't even look her in the face. I was staring at her bare stomach, lol.  I felt despondent because I was sure that I missed an opportunity for something more and possibly wrecked a friendship.

Suzie then held my hands and asked me to look up at her.  I was screwed and I knew it.  Here comes the, "I like you as a friend speech" or maybe worse.  I looked up and she immediately leaned in and kissed me.  It was just a quick peck on the lips like she was testing me maybe. Without question my face registered shock at this new development. Her face turned bright red because now she thought maybe she went a little too far.  

Now she looked down and started to fidget. She then proceeded to tell me that she loved me and more than just a friend kind of love.  She said she had felt that way for awhile and then tears started to fall down her cheeks.  She was burning with shame and she started to apologize.  I felt ashamed too but only because I lacked the guts to  tell her what she had so bravely expressed to me.  

I gently placed my hand on her chin and lifted her face up just a bit so I could kiss her back. It was a little more than a peck but it was still a pretty chaste kiss. 

"Suzie, I love you too." And the funny thing was that I absolutely meant what I said.  I had this sudden realization that she really was my best friend and I wanted to know more about her in a boyfriend/girlfriend kind of way.  I just hid my feelings because it made me feel so vulnerable.

I'll never forget how she looked at me.  She wiped her tears and had that same fantastic smile I loved.  She also had a mischievous look in her eyes.  "Mark, I guess we're officially girlfriend and boyfriend now, right?"  Being the suave 9th grade male that I was I said, "Sure, if that's okay with you?"  Suzie rolled her eyes and then said something to the effect that we had about 2 hours to "explore" this new found relationship before my parents got home.  

Suzie suggested we kiss again and the kissing definitely got better after the initial fumbling stage. At some point I lightly inserted my tongue (just as a test) and that broke the dam as Suzie enthusiastically tongued me back.  We probably kissed non-stop like this for the better part of 30 minutes or more. Our lips were swollen...a lower part of me was definitely swollen (6.5 inches - thank you very much). I was wearing shorts but my shirt had my very hard friend well hidden. 

Suzie and I were gasping for breath and we were taking a break from kissing.  Suzie observed that I had one hand pulling my shirt down so it was fairly obvious to anyone with half a brain what was "up."  I thought I was so smart, lol. Suzie asked me what I was doing with my shirt and I said something stupid like I was hot so I was just trying to cool off a little.  

She teased, "If you're so hot, then just take off your shirt." Okay, now my feeble 9th grader male brain started to churn.  I replied that I couldn't remove my shirt because I was embarrassed to show her my bare chest. Again, I'm on the swim team and had been a junior lifeguard. Suzie knew all this and had seen my bare chest on a hundred different occasions. She just looked back at me incredulously. Frankly, I was just afraid she would get upset by seeing the expansion in my shorts. I guess I thought I was the only "horny" one in the room. 

Susie exclaimed, "I'll take off my shirt if you will Mark!" Suzie's face immediately turned a darker shade of red than I had ever seen before.  Still, her eyes never lost focus on mine.  I wanted her shirt off in the worst possible way but still I resisted. "Fuck, the reason I can't take off my shirt is because I'm hard ya know...I...I just can't help it Suzie. I'm really embarrassed." 

Suzie smiled and said she already knew I was pitching a tent. "We're in a relationship now, Mark, so that sort of thing is natural okay." She asked me to stand up and then she proceeded to pull my shirt off while her eyes were glued to my crotch.  She lifted up her arms and said, "Now me please."

She didn't have to ask me twice. I was dumbstruck looking at her bra (32 B cup - being the curious sort I checked later). Suzie even showed me how to clasp and unclasp the front and then asked me to give it a shot.  I was surprised and oddly proud that I unclasped it on the first try. Seeing Suzie's bare breasts for the first time had my jaw hit the floor. I'm surprised my eyes didn't fly out of my head.

I shyly said, "Suzie, may I touch them please?" She nodded affirmatively and I immediately started to manhandle her breasts being so damn eager. She asked me to be a bit more gentle and she guided my hands the way she liked to be touched.  She was audibly enjoying my caresses now. I got a little braver and started to kiss her breasts and licked her hardened nubs.  She absolutely loved it when I lightly started to suckle on her nipples and her areolas began to wrinkle up around her nips. She was really moaning and groaning now and was running her hands through the hair on my head.  I was intrigued by how the color of her nipples turned darker and her chest flushed.  She would shudder here and there.  I also detected a musky scent but (clueless as I was) I just thought it was sweat. 

Finally, Suzie asked me to pause as she reached for her phone. "Mark, we have maybe an hour and a half before your parents get home.  Let's make the most of it, alright?" She asked if I wanted to see the rest of her and I felt like I won the lottery. I grinned and started to move my hands back to her breasts. I slowly moved my hands down past her breasts and ever so slowly glided my fingers down her stomach. 

Suzie was really squirming now and let out a yelp and started laughing. "Hee hee, Mark...please...hahahaha....No, it tickles so much..."  I teased her a bit more enjoying the forced smiles and laughter. Then with a firmer touch I caressed her waist and slowly started to pull her shorts down.  She had cute panties that matched the bra I removed earlier. I started to reach for her panties next and she started to shiver and then asked me to stop.  

I feared Suzie had second thoughts and maybe wanted to stop the exploration altogether. She must have sensed my disappointment and she coyly said, "Now my turn." She grinned and started rubbing my chest with her hands and her face too.  She also kissed and suckled my nipples till they hardened a little.  Then she started to rub her oh so soft face on my stomach causing goosebumps to form.  I was so fucking hard!  She tugged on my shorts and pulled them down along with my briefs part of the way. Suzie was struggling a little to get my underwear off (snagged to my boner) without touching my boner directly. Finally, she released my erection from it's confines and it smacked her on her nose.  She was shocked at first but then she started laughing.  I laughed because she was laughing and we were both practically crying with laughter.  

Wiping away my own tears I said, "Suzie, my turn now." I held her close and we started kissing.  My dick was pressed against her  stomach and my hands were firmly on her panty clad butt as our kissing became more passionate. I slipped my hands under her panties and caressed her bare butt. I really wanted to touch her pussy but was afraid she might say no for some reason.  So I tried instead to touch her pussy by snaking my hands from behind and under her butt. That way (in my dim mind), it would perhaps seem less intrusive and she would be more willing to let me roam a little more.  She stopped kissing me and just let me explore unhindered.  She asked me to pull off her panties because they were getting a little wet.  

I lowered my body until I was eye level with her panties.  I then pulled them down until her panties landed on the tile floor with a splat. Damn, they were absolutely drenched.  I also noticed the musky smell was so much stronger now and it finally clicked.  Anyway, now I could see her pussy in all of its glory!  She had a landing strip that was jet black but everything else was clean shaven.  The strip contrasted sharply with her very soft white skin.  I was keenly aware of how red and puffy her outer lips were and I could see her clit peeking out a little. I could also see very clearly how dripping wet she was.  I just couldn't stop staring.

Suzie began to feel a little self conscious and said she was embarrassed by my stares.  I apologized and told her how sexy she looked and I wanted to burn the image into my brain forever. She smiled and turned around to show off her ass.  "Now, commit this to memory Mark!"

I stammered, "Suzie, may I please touch your, um...pussy?  Or you could touch me...you know...on my cock." I sounded like a fucking idiot. I was the one burning bright now. I've never said the words pussy or cock around anyone, male or female. Suzie looked at me curiously and then without missing a beat said she had something she would like to try.  

Suzie asked me to hurry to the bathroom and grab a couple of large bath towels.  I was back in a flash and she took the towels out of my hand and spread them out on the floor.  She then sat down one one of the towels and asked me to sit on the other one.  "Hey Mark, have you ever masturbated before?" I was dumbstruck and suddenly flushed red. I wasn't the only one as Suzie was turning a brighter shade of the same color. Suzie then said, "we're in a relationship now so we can be honest with each other.  I masturbate." The word masturbate escaped from her lips like a whisper.  

Mark: "Sure, I guess I masturbate..."

Suzie: "How often? I do it maybe 4 to 5 times a week."

Mark: "I do it every day that ends in a 'y' I guess."

That got a laugh from Suzie and her smile lit up the room.

Suzie: "So, if you are open to the idea, we could do it in front of each other.  It's a little less embarrassing if we do it in front of each other at the same time.  We could learn watching each other...well, are you open to try?"

Fuck yes, I thought.  I think I would've tried anything she suggested at this point.  She moved a little closer so our bare feet were touching together and our legs spread wide.  The sight of Suzie spread open was a feast for my eyes.

Susie:  "So, on the count of three we start to masturbate." Again, the word masturbate was just barely audible. I thought this was crazy but I was so fucking pumped for this (pun intended) that I was more than ready.  I just wondered how long I could possibly last.  I was already dripping a bit of precum so my dick was more than ready to go.

Susie: "1"

Mark: "2"

Susie/Mark: "3!"

And we began to stroke our genitals. Susie was using one hand to pull on her nipples and the other to stroke her pussy.  I absentmindedly started to stroke my cock while entranced by her movements but something was off. I then paused and asked her to stop what she was doing.  I explained that I usually use some kind of lubricant (lotion/Vaseline) to aid in getting off.  I was ready to run off to my parents bathroom to search for something but she asked me not to leave.

Suzie said she didn't want to break the mood, so to speak. Shockingly, she scooped her hand into her pussy and started to gather some natural lubricant.  She then placed said lubricant directly onto my cock. She repeated this process several times and I still don't know how I didn't fucking "nut" right then and there.

Suzie sat back down and we both nodded and started fondling ourselves once again. Suzie watched intently as I stroked my cock up and down.  I would pause from time to time because I didn't want to orgasm right away and I definitely wanted to savor the moment.  Suzie on the other hand circled her clit non stop while using the other hand to tease alternately her breasts and outer/inner lips. Then, Suzie started to provide live commentary almost like a teacher instructing her student.  

Suzie: "I usually masturbate at bedtime right before I shower.  I, uh!..like to rub my tits and pussy and...oh Fuck! Shit, sorry...I need to cum."

I'm going fucking crazy at this point.  I had to stop stroking or I was going to blow for sure.  It was one thing to watch Suzie masturbate but to listen to her talk dirty was more than any horn dog teenage boy could take. I really wanted to squirt but I would get lost in my own pleasure and miss Suzie's completely maybe. I somehow resisted stroking and just watched her and took it all in.  Suzie's hand on her clit was a blur and she never lost eye contact with me as she came.

Suzie: "Ah God, oh Fuck! I'm fucking cumming...Ahhh!!!" 

Suzie was screeching and wailing like she was in pain and she screwed her eyes nearly shut like she was in agony. She struggled to maintain eye contact but never relented.  She then began to slow her hands a little but never stopped rubbing. Wow!!! Suzie just came incredibly hard and her towel was wet with her juices. She started talking to me again more coherently.

Suzie (breathing hard): "I...uh... usually cum two or three times when I masturbate.  I would like us to cum together if possible so I'll let you know when I'm close, okay?"

I just grunted in understanding as I started stroking again.  Still, there was no fucking way I could hope to keep pace with Suzie so I just had to do my best to edge and pray that I wouldn't orgasm before she did.  That's when I got the grand idea to instruct the instructor to distract myself a little and maybe turn her on more.

Mark: "I usually masturbate in the morning before I shower.  I like to slowly stroke my cock with my left hand while using my right hand to play with my balls.  When I get close to cumming I grip the base of my dick to keep from shooting."

Suzie's eyes were fixated on my cock now and her hand was circling her clit (slowly at first) but picking up speed as I continued to talk. 

Suzie: "Mark, what do you think about when you masturbate? Be honest, okay? You can tell me... ahh, anything."

Mark: "Okay, I think about your tight ass...um, especially the way your ass looks in jeans or yoga pants.  I think about your breasts, especially the bikini top you wore this past Summer.  Fuck, getting close Suzie! I, uh, imagine what it's like to kiss you..touch you...I imagine fucking you."

Oh, hell...what did I just say?!!

Suzie's eyes got wide when I mentioned the fucking part and then her eyes started to glass over as she was lost in pleasure.  

Susie: "I don't think I can last much longer.  Are you close Mark?!"

Mark: "Cumming soon...countdown from 10? 

Suzie just nodded her head.

Mark:  "10, 9, 8...Fucking going spew!...Um...7, 6, 5. Suzie? 4, 3, 2, 1.  That's it, I'm gonna cum. Cumming now!" 

...and cum I did.

The first rope of cum jetted onto my shoulder and then rope after rope landed on my chest and stomach. All the while I'm screaming with pleasure.

Suzie followed soon thereafter with screams of her own.  She suddered for a good minute and I started to catch my breath once my climax started to subside.

We dreamily looked at each other and then came to the shared realization that we might have a half hour at best to clean up.  We cleared the floor of the soiled towels and hopped in the shower together.  Regrettably, we made it a  quick shower for fear of getting caught.  I was hard the entire time, before, during and after the shower. We toweled each other off and Suzie laughed and playfully draped her towel on my dick like it was a towel bar.  Suzie then unexpectedly bent down and kissed the head of my cock.  Suzie bounced back up and kissed me hard on the mouth and said she needed to get home. We quickly dressed and cleaned up the rest of our mess.

I walked her to the door and we kissed again with love/lust in our eyes.  I asked if I could call her  before she went to bed. She gave me a heart stopping smile and then she replied,  "You damn well better call! With your instruction, I expect I'll need another shower before bedtime."