I had a crush on a boy in my school and finally made friends with him. I was 13 and he was a year older than I, but from that point on we were always hanging out together. Nothing sexual, apart from heavy kissing and to embarrassed to talk about anything more. My best girlfriend wanted to know if we had done more than just kiss and keept bugging me for more details. I finally told her how excited I got with all the kissing and feeling his bulge pressed against me, but din't dare ask him for more. "Just ask him to show you his dick" she said. I finally worked up the courage to talk to him about it and made plans to find a place were we could be alone. I felt much better now that the ice was broken, and told him to meet me in front of my apartment building. We went down to the basement, lock the door and began kissing and tuching each other. I keept rubbing his dick over his pants as he began undressing me. I'll never forget how wonderfull I felt with no clothes on, in front of my crush. The minute he put his hand on my wet pussy, it just took a couple of strokes to make me cum. I undid his pants and pulled both his pants and uderware down to his feet and rapped my hand around it. It was dripping with wetness and pulsating every time I stroked it. He put his hand over mine showing me how to stroke it, lifted up his shirt and leaded back to enjoy it. I couldn't belive I was down on my knees naked, stroking this boys dick right in front of my face. He ended up cumming all over me with endless squirts of sperm. I used his underware to clean myself up and went home in a rush before getting caught. I couldn't help laughing at the fact he went home without his underware.