So Emily is 13 and starting to discover sex. She and her brother have been starting to fool around a very little and she even had one afternoon with her older neighbor one time. All these things are new to her and she finds it very exciting and it's pretty much all she can think about. Emily is about 5 foot 1 or so and very tiny. She has blonde hair and blue eyes and is about 95 lbs and still has her little girl body for the most part. She barely has any boobs yet and while she's lost all her baby fat she still doesn't really have any curves. For the past few weeks she has started to be more aware of her body and has found pleasure in touching herself and fantasizing about everything under the sun.

On this day, Emily is spending the night at her friend Megan's house. Megan hasn't turned 13 yet but the two have been friends for a long time. Megan though already has bigger boobs than Emily. Not a lot bigger but enough that Emily envies her. Megan has dark hair and is a couple of inches taller than Emily, even though she's a few months younger.

Emily arrived at Megan's house a little after dinner. She and Megan went right up to Megan's room so Emily could drop off her bag. Emily's family doesn't have a lot of money and her own room is very small. Megan has a much bigger room and again Emily finds herself a little envious. Emily put her bag near the sleeping bag already spread on the floor next to Megan's bed and the two started chatting and laughing as they always did. A little while later, Megan suggested they watch a movie so they went down to the family room together. Megan's brother Brad was just turning off the TV and heading up to his own room.

"Oh my god Megan, your brother is such a hottie" Emily whispered after he had left the room. Brad was several years older and had started college already and Emily had always crushed on him.

"Ha ha, you've always thought he was hot, Em." Megan laughed back.

"Have you ever seen him naked?" Emily asked excitedly.

"No! Well like not since we were little I guess. Gross, he's my brother." Megan replied, giggling despite herself. "Have you ever seen Adam naked?"

"Yeah I have a few times." Emily said. "Like for a few seconds if he's walking from the shower or something."

"Wow like you've seen his thing even?" Megan replied, suddenly very interested. "What does it look like?"

Emily smiled back and held her hands apart, "This big I swear!"

Megan giggled and then both were giggling together. The movie was starting now so they curled up on the couch under the blanket. Emily was really excited thinking about Brad and about Adam and things she had seen and done. She dared not tell Megan any more though. After a few moments, she was able to focus on the movie. The two of them were cuddled up like they often did when watching movies. Emily in her pajamas and Megan wearing her yoga shorts and a baggy t-shirt.

Once the movie ended they decided to go up to Megan's room. They sat together on the floor and talked some more and eventually Megan asked Emily about Adam again.

"So have you seen any others? Like your mom's boyfriend or anything?" Megan asked excitedly.

"Well, maybe once or twice." Emily said slyly. No way did she want to tell Megan yet about her neighbor Mark. "Have you seen any before? I mean in real life?"

Megan shook her head no. Megan's mom knocked on the door and told the girls it was time for lights out. The girls said okay and Emily started to take off her pjs.

"What are you doing?" Megan asked?

"Oh I just brought these for the movie - I hate sleeping in them" Emily replied. She took a t-shirt out of her bag as she stood there in just her panties. She stopped and looked herself in the mirror. "I wish I had nice boobs like yours" Emily sighed.

"Mine are pretty tiny too" Megan said.

Emily studied herself in the mirror a bit more, running her hands over her very small breasts before pulling her t-shirt over head. When she turned back, Megan was taking off her yoga shorts and then she crawled into her bed. Megan went all the way to the far side of the bed and said "Do you wanna sleep in the bed with me instead of the floor? It'll be easier to talk without my mom hearing."

Emily climbed into the bed and Megan turned out the light. There was light coming in from the window so they could see each other fairly well after their eyes adjusted. They lay on their sides facing each other and whispered quietly.

"Do you ever wish someone would kiss them or touch them?" Emily asked.

"My boobs? Ya sometimes I think about that. Do you?" Megan whispered back.

Emily thought to herself how she hadn't thought too much about it really until Adam and then later Mark had done just that - and so much more. "Oh my god I think about it all the time!" she said finally. There was a short silence before Emily spoke again. "Can I see them?"

Megan was quiet for a moment before she responded "See my boobs?" she said. Emily was certain she heard excitement in Megan's voice. The same excitement she'd heard in her own voice when Adam or Mark had asked her something similar. Instead of saying anything, Emily just sat up and nodded. Megan sat up after a moment and faced Emily on her knees. She then took her t-shirt off over her head and Emily looked at Megan's bare chest before her. Megan was right, they were still pretty small but Emily loved how they looked like real breasts, round and defined compared to Emily's almost completely flat chest. Megan's nipples were darker than Emily's and bigger around. Megan got shy after a moment and crossed her arms in front of herself.

"Don't be shy" Emily said as she pulled Megan's hands away. Emily then put her own hands on Megan's sides, and slowly moved them up over Megan's breasts. Megan tensed under her touch but did not pull away. "Oh my god these are awesome" Emily breathed. She ran her hands gently around them and noticed Megan's nipples getting harder under her touch. She squeezed them gently in her hands and was a little jealous again, but mostly just excited. She was in the lead this time and she liked that. Emily pulled back and lifted her own shirt back over her head. "See yours are so much bigger than mine. I barely have any." she said.

"Em you have a great body and your starting to get some." Megan replied, looking at her friend's budding chest.

"Thanks Megan" Emily said and hugged her. The skin on her back was cool to the touch but the feeling of Megan's chest against hers was warm. She nuzzled into her gently and could feel Megan's hard nipples against her chest. She pulled her head back and looked down as she guided one of her nipples against Megan's and rubbed them together. When she looked up at Megan's face she saw that she was staring intently at their two young bodies with her lips parted. Emily lowered her head and gently kissed Megan just above her right breast. She heard Megan inhale sharply and then arch her back so her small breasts were pushed forward eagerly. Emily then kissed Megan directly on her nipple. Megan rose up on her knees and urged Emily's mouth to keep kissing her. Emily parted her lips and surrounded Megan's nipple with them. She sucked gently and felt it get harder still. She let her tongue touch the tip of Megan's nipple and then made slow circles around it before kissing her way across Megan's bare chest to the other nipple and doing the same.

Megan enjoyed this for a while and then seemed to boil with excitement as she pushed Emily down on her back. Megan looked her friend in the eyes deeply before lowering her lips to Emily's own hardened nipples. Megan's hair draped across Emily's chest as she kissed every inch of her chest, neck and nipples. Emily reached a hand down between her legs and started to gently rub her pussy through her panties - which were already getting a little damp. With her other hand she cupped and caressed Megan's breasts, gently pinching her nipples.

After several moments of this, Emily became bolder. She sat up on her knees again and told Megan to lie on her back. Megan looked exited and her face was flush as she positioned herself on the bed. Emily leaned in and started to kiss Megan's flat tummy and to trace her tongue around gently. Megan giggled a few times with the ticklish sensation. Instead of making her way up Megan's body to her breasts, Emily slowly kissed her way down to Megan's navel, which she playfully tongued. Megan was no longer giggling but just breathing deep and steadily. As Emily whirled her tongue around Megan's navel she looked up at her friend. Megan had her eyes closed and was biting her lower lip. She had both hands above her head grabbing the rails of the headboard. Emily knew exactly how she felt. Like Emily had felt before, Megan was at once enjoying the feeling of another's tongue on her body and also hoping desperately that that tongue would make its way lower still. Emily straddled Megan's lower legs and rested on her elbows. She placed her hands on Megan's stomach and caressed her there with her fingertips as she kissed lower and lower. Megan's hips were lifting up slightly, urging Emily lower. Emily kissed further down until she reached the top of Megan's panties. Here she kissed side to side, slowly going to one side all the way to Megan's hip bone before slowly kissing and dragging her tongue back to the other side. When she reached the other side, she kissed Megan below her panties on her upper thigh.

Megan gasped at this and twitched a little under Emily. Emily kissed a few more times along the lower edge of Megan's panties. She could feel the heat coming from between Megan's legs. She slowly crossed over and kissed along the top of Megan's other thigh. Emily kissed Megan once more squarely in the center of her panties, letting her chin press a moment right on the top of Megan's sweet young pussy. Then she stood up on her knees.

"Oh wow that was so amazing Emily!" Megan whispered. Emily smiled and slowly stood up on the bed, still straddling Megan. Megan looked up at her with her eyes wide. Emily put her own hands at her side and pulled her panties down a couple of inches. Megan looked up at Emily and nodded eagerly. Emily lowered her panties another inch and could see they were quite wet. She lowered them another inch so that now Megan was staring straight up at her friends glistening pussy. Emily pulled her wet panties all the way off and tossed them aside. She put her hands on her pussy and rubbed it up and down, never taking her eyes of Megan. Megan stared, hypnotized with her mouth hanging open. Emily pulled her pussy open a little bit and rubbed one finger deeper inside. Megan put a hand down between her own legs and rubbed her pussy through her panties. Emily had been expecting this and shook her head playfully. She got down on her knees, straddling Megan's hips and took Megan's hand. She raised it up again and urged Megan to hold onto the headboard rail. Megan complied and Emily quickly spread a few kisses over Megan's tummy as she moved down the bed. She put her fingers under Megan's panties and pulled them slowly off.

Megan had more hair than Emily and it was dark brown. It was very thin and it was mostly above her pussy. Emily lifted Megan's knees and spread them apart, kissing on knee softly and making her way up Megan's thigh. She had her eyes locked on Megan's pussy while she did and marveled at it. As she got closer she could sense how wet Megan was and one firm kiss at the base of her friends sweet pussy confirmed it - as well as sending a shiver though Megan's body. Emily wiggled both hands under Megan's bum and squeezed it as she lowered herself again with her tongue outstretched. She touched her tongue to Megan's soft pubic hair, just above her pussy and gently traced her way down. Over the noticeable lump of Megan's excited clit and down the opening of her pussy. At the very bottom, Emily pushed harder with her tongue so that the tip pushed Megan's lips open slightly. Megan squirmed with delight at this. Emily traced her tongue back up and down Megan's pussy this way several times. Then she took one hand and spread Megan's pussy open. She couldn't believe how wet Megan was. She traced her tongue around this new, much more sensitive area and relished the sweet taste. She swirled her tongue around and Megan moaned. Emily looked up and saw that Megan was now biting her hand while her other hand was squeezing her tiny breast. Emily continued licking and massaging with her fingers as the sounds of Megan's muffled gasps and moans came to her ears. Emily moved her other hand down to her own pussy. With her tush up in the air as she bent over Megan, Emily started rubbing her pussy back and forth and slipping a finger between the mounds.

Then Megan started to shake and Emily knew she was about to come. Emily again slipped both hands under Megan's bum and thrust her face between Megan's legs. She licked and pushed her tongue between Megan's lips and kissed and sucked feverishly. Then Megan closed her legs and her thighs were squeezing Emily's head harder against Megan's sweet pussy. Megan's hand was on Emily's head now urging it up with a half-hearted effort. Megan stifled a scream in her pillow, now covering her face and Emily felt Megan's pussy get warmer still. Megan was still shaking when Emily sat up and looked at her friend. Her tiny naked body was glowing. Megan put the pillow down beside her and Emily could see her face was red. Emily then crawled on her knees up the bed and took hold of the headboard.

She lifted her leg over top of Megan and gently rested her knee beside Megan's head. Megan moved her arms between Emily's legs and Emily lowered her pussy to Megan's waiting mouth. Megan squeezed Emily's tiny bum and lifted her mouth to Emily's drenched pussy. She did not hesitate like Emily thought she might, but eagerly started kissing and licking. Emily pushed down gently against Megan's mouth and started rocking back and forth. Megan licked and thrust her tongue deeper than Emily thought possible. Megan's fingers were caressing her bum and working their way eagerly towards the middle. She could feel Megan's fingers getting closer and closer until they were touching her tight little bum hole. Megan continued trying to stretch her fingers to Emily's pussy and then returning to caress her bum. Emily held fast onto the headboard and continued to rock back and forth into Megan's face and hands. She lifted her hips then and Megan found she could easily reach and touch Emily's pussy. Megan ran her fingers up and down her pussy and spread the lips as wide as she could. She lifted her head and licked deep into Emily's pussy and thrust her tongue against Emily's hole. Emily lowered herself again and Megan continued to push her face into Emily's pussy while her fingers returned to Emily's tush - now rubbing her bum hole continually while licking her pussy. Emily felt her orgasm building. She pushed herself down on Megan's mouth, urging her to tongue harder. Emily bent down and bit her arm to keep from screaming and she felt her orgasm starting. She lifted up instinctively as the pleasure overwhelmed her but Megan eagerly pulled her back down again and pushed her face into Emily's exploding pussy.

Emily felt the tremors run through her entire body as she came. She could barely believe how amazing it felt and how Megan had responded so willingly.

As the two cuddled up together and pulled the covers over their naked bodies, Emily had her thoughts turn again to Mark, her neighbor, and wondered what it would feel like to suck his huge cock. She pulled Megan closer as she let that thought fill her head while she drifted off to sleep.