Where it happened: Home
Well my little brother, Nick, had invited his best friend over for a night while his mom was out of town. His friend James was 11, he was about 5’5 and was fairly strong (he played Jr. High football). That night I was incharge of waching them because mom had a last minute buisness trip and dad worked the night shift. I had rented a coupple of movies to watch that night and we spent most of the night watching them about halfway through the second movie I told them that they needed to get ready to go to bed. “So do you” my little brother snaped back. To make them happy I went upstairs and put on my night shirt and came back down. James and Nick were in their boxers and topless. Latter Nick was unable to keep from faling asleep, so it was just me and James. I noticed James was stairing at me and then I saw the head of his dick pop out of his boxers. He didn’t know that I saw it so I left him alone. Then I went up to my room to go to sleep. Just before I fell asleep I remembered that I had forgotten to brush my teeth so I quietly went downstairs to the bathroom being careful not to wake anyone. I opened the door and there was James jackin off. I just stood there for a second looking him over his dick was short MAYBE about 5 inches fully erect, he didnt have much pubic hair, just a dark fuzz. He had strong muscles throut his body and and little if any fat, and he had a really nice ass. He just stood there in shock. So I asked him why he was jackin off, he could get pleanty of 12 or 13 year old girls. He said that might be true, but he wanted to think about me. I found this strangely flatering (probbly becouse none of my boyfriends had said that they jack off while thinken of me)
So I asked him how much of me he would like to see. He didnt say any thing so I pulled off my shirt with my back faceing him and then slowley pulled off my panties. The I sat on the edge of the bathtub and crossed my legs so that he wouldnt know that I was geting wet. He then came over and started kissing me. I told him we should 69, all I had ever done was give hand jobs. He did a pretty good job but he was a little hard. He climaxed twice and I climaxed only once. But I didnt care his cum was warm and almost taste less. We neve told anyone about that night but we never forgot it.