Behind her back, everyone in third grade called Beth "the rich kid." She always wore a pretty dress, and on cold days a knitted cardigan, with ribbons in her hair. The rest of us were dressed in worn jeans and, if someone was real lucky, a Star Wars T-shirt. Besides, she was a sort of bookworm and was one of the smartest kids in class. Almost everyone found one reason or another to be envious of her, and maybe I was Beth's only friend.

She went past my house on the way to school and we always walked along together. Sometimes, on the way home, instead of crossing the creek at the bridge Beth and I would take a shortcut down the path and cross over on the rocks just below the dam where a mill once stood. We could still get home on time even if we stopped for a while and looked at the minnows, or raced sticks down the creek for a little ways, or just sat on a big flat rock and talked for a few minutes. One time when we were sitting there I put my arm around her and kissed her, and told her that I was going to marry her when we grew up.

Besides Beth, I had two other close friends -- boys named Jerry and Luke. We had built a shed out behind my dad's garage, a little way down in the woods near the creek, from some discarded doors and rusty sheets of corrugated iron. In our shed, we were in a world of our own. We decided not to let any girls come in there.

But one Saturday Beth saw me disappear behind the garage, and a couple of days later she asked me what was down there. I said I couldn't show her, because it was only for boys. "Why? What goes on there that's so secret?" she asked.

I could have told her the truth: that for the most part we did nothing in our shed but sit and feel bored. But I tried to sound mysterious and convince her that we did a lot of exciting things that only boys would be interested in. Of course this only increased her curiosity.

"I'd do _anything_ if you and your friends would let me come in there," Beth declared.

"Well, I'll ask the other guys and maybe we can make an exception."

Jerry had an idea. One of the subjects that we had been talking about to relieve our boredom was the difference between boys and girls. He suggested, "Let's tell her that if she wants to come in here she has to be initiated. We won't say ahead of time what we want her to do, but she'll have to pull up her skirt and let us look at her panties."

Beth agreed to do whatever we said. She came into the shed and looked around curiously, her long hair hanging loose on her shoulders and framing those large questioning eyes. "Did you put this shed together, just you three guys?" she asked. "I'd like to learn how to do stuff like this."

I told her, "We'll let you hang around and work on projects with us, but first you have to go through with your initiation."

"OK," she answered quickly. "What do I do?"

"You've got to pull up your skirt and show us your panties."

"Is that all?" she replied, surprising all three of us by her willingness to cooperate. She lifted her skirt so we could see her white cotton panties.

Then she said, "Don't you want me to take them off so you can see more?"

Of course we didn't object, so she pulled off her panties and handed them to me. She stood holding her skirt up so we could see her hairless pussy. None of us had ever seen a girl's pussy before up close, and we were all very curious and excited.

"Where does it come out?" Jerry wanted to know, visually examining her slit. "You know, when you pee."

"Yeah," I said, my curiosity aroused. "Let us watch you pee."

Beth moved away from the shed and crouched over the ground. She stayed there straining for a moment; then suddenly a golden stream of water gushed forth from between her legs. It formed a steaming puddle on the bare earth, which then ran in little rivulets part way down to the creek. We watched in awe of her display. Once finished, she stood up jubilantly. She was like a young toddler presenting to its parent the contents of its first potty.

"Am I in your club now?" she asked.

"OK," we all replied.

"Then let me see you guys pee. If all of us are club members, we shouldn't have secrets from each other. You saw what's in my pants, and now I want to see what is in yours." So, to be fair, all three of us showed her our cocks and peed for her. Of course we all had erections from looking at Beth's naked pussy and showing her ours.

"It's kinda strange," Luke observed. "A boy's cock sticks way out, but a girl's pussy indents inward."

"I know why," Beth spoke up confidently. "It's for making babies. A boy puts his cock inside of a girl's pussy and he pees in there. When his pee mixes with her pee, it makes a baby."

"That seems kinda messy," Jerry pointed out. "Wouldn't it be easier to mix their pee somewhere else, instead of inside of her pussy?"

Beth seemed confused. "I'm not sure -- I remember reading something about it one time in a book at the library."

Just then a shrill adult voice called, "Beth, where are you?" We all jumped. My mom was coming down the trail through the woods toward the shed. Beth was still standing with her pussy exposed and I had her panties in my hand. I stuffed them in my pocket and she pulled down her skirt. We boys quickly made sure that our flies were zipped up.

When my mom looked into the shed, we all just stood motionless. I know I blushed red and the others also wore guilty expressions. Fortunately, my mom didn't seem to notice.

"I thought you might be down here, Beth," she exclaimed. "Why didn't you answer? Your grandma came to visit at your house and your mother's looking for you to take you home."

Beth had no alternative but to leave. I felt strange knowing that I had Beth's panties in my pocket and that she had no choice but to leave without them. I smoothed them carefully and laid them in a box in the shed, along with some other treasures that we had collected. Touching her panties and smelling as I was putting them away, I thought of Beth holding up her skirt to show us her naked pussy while all of us displayed our cocks for her. It made me smile and my cock got hard again so I rubbed it a little.

The next day, on the way home from school, I told Beth where I had put her panties. She told me she considered it an honor to have some of her clothing preserved in our club "treasure chest." Then she told me that she hadn't gone back to the library yet to try and find the book she had told us about, but she was sure it told about other things that people did with their pussies and cocks besides peeing.

***

Over the next year or two, Beth gave up the ribbons and the pretty pink dresses and became a real tomboy, but still something of a bookworm. She and I became fast friends. We still walked together to and from school, and sometimes we sat and talked on the rock by the creek. Even in her tomboy role, she sometimes let me kiss her.

Meanwhile, Beth had become a full member of our club in the shed behind the garage. She was a good worker on our construction projects, helping us build cupboards and book shelves and even a bench wide enough for one person to sleep on.

We repeated the "show and tell" of her initiation a few times. Each of us boys would open our fly and pull out our cock, and she would lift up her skirt and drop her panties. Over the next few months we all grew bolder. Sometimes we went "skinny dipping" in the creek, and we would lie on the bank afterward and examine each other's naked bodies. Beth opened her legs wide and spread her pussy lips with her fingers to let us see as much as possible, and we exposed our cocks and our balls to her full examination. She was fascinated by the fact that Jerry was circumcised but Luke and I still had our foreskins. Beth also noticed, of course, that our cocks got bigger and harder while we were playing these games.

One day as we were sitting on a blanket in the shed and examining each other, Luke noticed Beth's fingers resting idly on her pussy lips and he asked her, "Do girls play with themselves down there, the same as boys?"

"I think most girls do," she replied. "Anyway I know I do it sometimes. I like the way it feels."

Jerry put in, "But when somebody else touches your skin it tickles a lot more than when you touch yourself. Wouldn't it feel even better if one of us played with your pussy, or if you rubbed our cock?"

That sounded like an idea that we should try out. We took turns feeling her pussy and letting her feel our cocks. Beth showed us how to rub her clit gently with our fingers, sometimes pulling a fold of her skin over it or licking our finger to lubricate it. In turn, we taught her to move the skin up and down our cocks and make them really hard and stiff. Beth played these games with each of us boys about equally.

But one time later on Beth singled me out for a different activity. She was reclining on the wooden bench with her pussy exposed, and she asked me to try rubbing my cock over her clit. As she had expected, this gave both of us a lot of pleasure at the same time, and we decided to do it again sometimes. She let the other guys watch us do this, but I was the only one that got to put my legs in between hers. We would rub our pink tips together, and then I would get on top of her with my cock lying along her slit as she wrapped her legs around my thighs and held me tight. Once she let me penetrate her slightly, but at her tender age this didn't feel especially good to her so we didn't do it again.

Beth was still a bookworm and spent a lot of time at the library. The results of all our experiments hadn't satisfied her curiosity at all --in fact, they had stimulated it even more. So she did some research in books about human anatomy and physiology and was finally able to explain to us -- correctly -- all about sex and intercourse and pregnancy. One day she brought a book from the public library with some sketches of internal human reproductive organs such as ovaries and seminal vesicles. This helped us begin to understand more about what was inside of us and what was underneath the areas of skin that we had learned to love to touch. We now knew that Beth would soon be menstruating and that we boys would begin having nocturnal emissions. And we knew that her breasts would soon be developing and that our cocks would be growing larger.

Then one day she told us conspiratorially, "I found something better than those anatomy book sketches that we were looking at. One of the librarians left a computer connected to the Internet but with SurfWatch disabled. I searched for a while under keywords like 'sex' and found a lot of pictures of naked adults doing all kinds of stuff. I thought it would be fun to show the pictures to you guys, so I managed to download a few pages to the printer without anybody figuring out what I was doing."

We spent the afternoon poring over the pictures that she had brought. There were several soft-core poses of nude female and male models, but one showed a girl sucking a guy's cock while another guy fucked her and licked her nipples.

"I'll bet they get a lot of money for letting somebody take pictures of them like that," Luke observed astutely. We all rather enjoyed the simple poses, but we found the heavy stuff more repulsive than arousing.

"What are we going to do with these now?" Jerry asked. "We wouldn't want the wrong people to find them. Maybe we should just keep them for a few days and look them over, and then burn them up."

"By 'wrong people,' I suppose you mean our parents," Beth responded. "Well, I took a risk getting these and I don't want them destroyed."

I said, "Nobody ever comes in here but us. I guess we could hide most of the pictures in the bottom of a drawer, but I'd like to pick out a couple of the tamer ones to hang over there on the wall." I nodded toward the back of the shed. We agreed on two of the nude models, one male and one female, who weren't showing too much, and I tacked them to the back wall, leaving a large gap between.

"That doesn't look right," Jerry griped.

"I left room for another one," I explained.

"If anybody should come in here, I think we could explain away those two," Beth said, "But I'm not sure that we would dare put up any of these others."

"I wasn't thinking of one of these," I revealed. "I was thinking of you, Beth. That space is where I want to put a picture of you."

She blushed. I hadn't said anything about how I wanted to picture her; in fact I would have been quite satisfied with a photo of her face. But she had obviously jumped to a different conclusion -- she thought I wanted it with her clothes off -- and the others immediately fell right in with her. Amazingly, she didn't object. She just gave me her look, and I did nothing to correct her misunderstanding. But the gap in the center of the back wall was still empty.

I spent several weeks later that summer at my aunt's cabin by the lake. She was an artist, and she coached me until I could draw quite recognizable sketches of scenery and of animals. When I came back, I showed some of my better efforts to Beth and I offered to try drawing her picture. She didn't actually refuse -- she teased me by starting to unbutton the top of her blouse -- but she seemed to be unwilling for me to put something on paper that might embarrass her later.

***

That fall we started eighth grade and the club game began to seem a bit childish. Jerry and Luke drifted into other activities. We all remained friends but no longer spent much time as a foursome. On weekends Beth and I still took walks down the path by the millpond if the weather was nice, or else we hung out in the shed behind the garage, where the two nude models still stared down from the back wall.

As the months went on, and Beth and I started changing from smooth-skinned children to adolescents with hair in some new places, our "show and tell" games became less and less frequent. Beth, especially, grew more modest as her female figure developed its curves. Up until then, I had paid hardly any attention to the top half of her body. Now that her tits had emerged, my interest in them grew as well, but in the meantime she had decided that she wanted to keep them covered up, even from her old-time buddy. Her modesty also extended, of course, to her pelvic region. The more there was for me to see, the less she wanted me to see it. So I didn't see her naked body for several months -- until...

On the afternoon of my fourteenth birthday, Beth and I strolled behind the garage and into the shed. Suddenly she said to me, "I didn't buy you a birthday present, but I have a surprise for you. Close your eyes until I tell you to open them."

When Beth let me look, she was naked. "I'm going to let you draw a picture of me and hang it on the wall."

Of course this took me by surprise. I smiled back at her and said, "Thanks. You know I've been wanting to sketch you, and I couldn't ask for a nicer birthday present."

I asked her to sit on the wide bench that she had helped to build, with her body facing me but her head turned to one side. "You look great. Stay just like that," I said. "That's the pose." I concentrated on my sketching pad and started drawing. I had just discovered something incredibly erotic about drawing a naked female body, penciling in the lines of her breasts and hips.

From the corner of her eye, Beth could see me and could tell what part of her I was drawing. "What part of me are you drawing now?" she asked, when she noticed me staring straight at her budding breasts.

"I'm drawing your tits," I told her.

"Do you think they're sexy?" she asked shyly, although I think it likely that her coyness was assumed for my benefit.

"There superb," I declared. "So soft and gently rounded."

"And are my nipples hard?" she asked. "They feel hard, but how are you drawing them?"

"I'm making them very full and excited and aroused," I said, candidly. "Is that how you want me to draw them?"

"I want you to draw what you see," she replied. She remained silent for a while, but I could tell that she was still watching me. My cock made an obvious lump in my trousers and I felt as naked to her as she was to me.

"What are you drawing now?" Beth asked a little later.

She knew very well what I was drawing. "I'm drawing between your legs. They're slightly open and from here I can see your cunt lips."

"And does that turn you on?"

"You can see that it does," I remonstrated. "You know I'm crazy about you." I put down my pencil and paper and came over and wrapped my arms around her. God, she felt so good, her naked breast mounds pressing on my shirt.

I can still remember her head pressed into my shoulder and the loving look in her eyes. I remember the taste of her skin as I kissed it firmly just under her left temple. I remember the smell of her perfume mingled with the scent of dark red rosebuds. I don't recall ever seeing red rosebuds there in the shed, but I recollect their sweet scent that day. Best of all I remember how it felt to have her body touching mine, her breasts lying on my chest.

I cradled her head in my hands, running my fingers through her hair and stroking her scalp. "You are beautiful," I told Beth, looking deeply into her eyes. Those eyes smiled back at me and she pulled her head up to kiss me. I kissed her softly on the lips and felt her lips open in response. I pulled her toward me and kissed her hard, pressing my tongue between her teeth and then backing out as I felt her tongue pushing against mine.

I let my hands glide over her slender neck and her smooth shoulders, then along the outside of her breasts. I traced the outline of her areolas with my fingers, watching as she tensed. I stroked her chest, up and down between her budding breasts. My fingers caressed their underside and fondled them. I leaned down and took her nipples into my mouth, one at a time, feeling their hardness against my tongue. "Oh my God," Beth sighed. I could feel the reaction of her body.

"You like that, don't you?" I asked. "Don't you?" I repeated, when she didn't answer.

"Yes," she smiled, "I want you to touch me all over." She pulled her body close to mine and rubbed her pussy against my groin, telling me that she wanted me to feel her down there too.

I knelt and touched her mound, then pulled her toward me and gave her a kiss just above her slit. I remember the sweet smell and the rough texture of her sparse curls in my mouth. I began to caress her legs. I let my hand wander first along the outside, then the inside of her thighs. She instinctively parted them to allow my hand to move toward her hole. I tickled the inside of her thighs with the tips of my fingers, watching the reaction on her face as my fingers got closer to her cunt. Looking into her eyes, I moved my fingers across the final inches to the opening of her pussy. Beth gasped as my fingers grazed across her pussy lips. "Yes, right there. It's so good."

"What do you want me to do?" I asked as my finger wandered toward her clit. She held her breath, and then exhaled as my finger moved onto her clit. She swallowed hard, pushing herself onto my finger. "Is this what you want?" I asked, rubbing softly on her bud. Her breath quickened and her pelvis moved in rhythm as I massaged her, and the juices started creaming from her pussy hole.

But then Beth broke the spell. She sat up and pushed me back on the bench. "I want you to do some more in just a minute. But first I want you to be naked with me." She began the task by unbuttoning my shirt and I quickly took over. She lay back on the bench, watching me. When I had removed my shirt, she leaned over and kissed me softly on the chest. I could feel her breasts on my stomach as she nibbled my nipples.

She watched me as I took off my jeans and my shorts, exposing my cock. She had not seen it for a while, since we had suspended our "show and tell" games. "It's so much bigger!" she exclaimed. "I want to rub it."

She ran her hand lightly outward along the length of my cock. With a light touch of her fingernail, she made little circular movements around its end. "Can I kiss it?" she asked me.

"Sure you can, if you want." Her tongue followed in the path that her fingers had just traced, along my cock from the base out to the tip and then around the bulging purple head. She stuck her tongue a little way into the slit, savoring the drop of juice that she found there. Then she opened her mouth and lowered her lips a little way past the head and onto my foreskin. Our youthful games had never included oral stimulation, and doing it now aroused us both, more than anything we had done so far.

"Now I want to know what it feels like inside of me. I want you to fuck me." I didn't need to ask whether she had ever done it -- I knew she hadn't, and neither had I. I was scared, yet I wanted her so.

"There's a condom in the drawer," I told her. My dad had made sure that I had them, just in case. Beth reached across and opened the drawer where I was pointing. "In the bottom box on the left," I said.

She took one out and pushed me gently down flat on the bench. "Now lie still," she said, holding the base of my cock in one hand. As I watched, she gently moved her other hand along my cock and rubbed the foreskin up and down. She said, "I've never let on, but I wanted you ever since that day."

"When?" I asked tensely, feeling the excitement her hand produced.

"When we were in third grade. You and the other boys made me take off my panties so you could look at my pussy and watch me pee. And after my mom came and got me, I had to spend all afternoon without my panties. How do you think I felt?"

"I don't know," I gasped as she caressed the end of my cock with the condom. "How did you feel?"

"I was really embarrassed," she whispered, very slowly beginning to unroll the condom onto my cock. "I was afraid that the merest gust of wind might expose me right in front of my grandmother. But the air blowing on my pussy made me wonder how your cock would feel inside of me."

Beth finished unrolling the condom and squeezed the air from its nipple. "Now," she said.

"What?"

"Right now. Go ahead and put it in me and fuck me. I've been ready for a long time, and I don't want to wait another minute."

I remembered something I had read somewhere. "If you can wait _just_ a minute more, I'll finish the job on your clit and make you cum. When your cunt walls start to spasm, I'll put it in and your muscles can milk my cock."

I went to work with my tongue on her clit and soon her pelvis was responding to my rhythm. Her breath came hard and we moved faster: it wouldn't be long now. I could tell by the look on her face how tense and aroused she had gotten. She was close, very close. As her orgasm started, I pulled my mouth away and moved my cock into position, inserting it deep into the warm dark cavern of her cunt. It worked as I had hoped -- her cunt muscles squeezed and milked my cock as I thrust in and out of her. My jism started spurting inside of her, filling the condom as my erection collapsed.

I stayed on top of Beth for a minute or two and then rolled over, lying close beside her. She moved closer so that her breasts were resting against my chest and her groin was pressing against my leg. Our fingertips caressed each other's skin. "That was so heavenly!" she exclaimed softly. "I just want to make love to you forever."

"Thank you," I whispered. We kissed and our lips touched gently for a long time. For both of us, it was hard to believe that it had finally happened at last. We had both been looking forward to this experience for so long, and now we could look back forever to this day when we fucked for the first time -- but not the last time by any means.

***

After we were finished and had rested for a while, Beth posed some more for me and I finished my drawing. I pinned it on the back wall of the shed between the other two pictures, where it remained for many years.

On the day when Beth and I returned from our honeymoon, we went back to the shed behind the garage. "Let's play 'show and tell' here in the shed once again for old time's sake," she suggested. "And let's take some souvenirs to keep in our new home."

And so we did. We both knew exactly which souvenirs we wanted to take with us. I took down the picture of Beth that I had drawn on my fourteenth birthday. And Beth reached into the old "treasure box" and retrieved the pair of cotton panties that she had taken off long ago when she was in the third grade.