Even at the age of twelve I was desperately and hopelessly in love with Susan Davenport. She was a year older than I was and as gorgeous a young lady as one can ever hope to meet. She had long, burnished golden hair, a slim athletic build that seemed perpetually tan, and an array of brilliant, sparkling white teeth that made her smile truly radiant. I loved her, I remember, with that all-encompassing, heart-rending passion that is the province of adolescent worship, but, at that age at least, I could never be in her presence without being painfully and humiliatingly tongue-tied.

Although the Davenports lived less than a quarter of a mile from my home, our families had almost no social contact and it was only through school that I saw her regularly. She, being a year older than me, started High School before I did and during the whole of that particular year I caught sight of her maybe only a dozen times or so. This changed the following year, of course, when I began Grade ten, and I again started to see her almost every day. My actual contact with her was still limited, however, to simply worshiping from afar since she had developed into a truly lovely creature who was able to turn the heads of man and boy alike. For me, a lowly sophomore, she remained as remote and as hopelessly unattainable as ever before.

I suppose the situation would never have changed but for the fact that Chad, my best friend since age nine, started to date Susan toward the end of my sophomore year. Chad was actually almost two years older than I was, but a debilitating bout with pleurisy had held him back in school and when we met we were both in the same Grade. Our fathers worked together at the Wellington Electronics plant and, since our families used to socialize together, it seemed only natural that he and I would become fast friends.

Chad, although he preferred a small circle of friends, was very popular at school. He was a brilliant student, with an easy charm and a good sense of humor, and he was blessed with rugged good looks that made even the prettiest girls at our school act like complete idiots in his presence. When he started going out with Susan, to the chagrin of many young ladies, I was initially jealous as hell and I think, although I would never have admitted it to myself, that I hated him just a little bit. In time, however, I came to accept the situation as being part of the natural order of things, and I consoled myself with the realization that, even if I could never have Susan, I was at least happy for my friend.

One of the upsides of the relationship between Chad and Susan was that, being Chad's friend, I was thrown into contact with this gorgeous girl more intimately than ever would have been likely otherwise. As a trio we did everything together, and, although I always kept my true feelings to myself, I came to love Susan even more deeply. I guess I would have happily died for her back then, if she had asked me, and I always wonder now whether she ever suspected or knew how I really felt.

Secret love aside, our friendship was very real and Susan was as nice a person to me as one could hope for in a companion. The three of us used to go to the beach on the weekends, enjoy long walks in the hills, and, occasionally, we would sneak a surreptitious beer or two together at some hideaway or other. So tight did we become as a trio that year that it became something of a joke at school, and I recall a number of times when fellow students would good-naturedly ask if we would all be going to the prom together. Even Susan, to my great pleasure, sometimes jokingly referred to me as her number two boyfriend, and I seem to remember that, after school was out for the summer, I spent nearly as much time at her house as I did at my own.

Susan lived with her father and stepmother in a spacious, beautifully furnished house sequestered, complete with pool, behind a high stone wall. The other member of the household, apart from Maria, the Colombian maid, was Becky, Susan's younger sister. She was five years younger than Susan was and about as unlike her older sister as two siblings could be. Whereas Susan was fair, and of a rather quiet disposition, Becky was boisterous and had dark hair that she kept cut short during the whole time I knew her.

Although I was unconscious of it at the time, I realize now that Becky had something of a crush on me. I was hardly disposed to notice this of course, even though she was around all the time, since the whole of my romantic interest was centered on her sister who looked on me only as a friend. In retrospect, I think this says something about my ability to recognize true beauty since today, such is the way of things, Susan is a very ordinary housewife, rather inclined to fat, while Becky is a ravishing, still single lifeguard down in Malibu. In fact, I heard recently, although I haven't seen it, that she was featured in a revealing, yet tasteful pictorial calendar celebrating the beach beauties of Southern California.

I suppose it was only natural that I didn't take much notice of Becky. At the time, she had still not reached her twelfth birthday and, though she was undeniably pretty, her slender, almost sexless form could not, in my eyes, hold a candle to the delectable curves of Susan. She joined us in the pool quite a lot of the time, and sometimes played Monopoly, or other games with us on rainy days, but for the most part I barely noticed her presence. It was not until one Saturday evening toward the end of that summer that the situation changed for me in a way that was as disturbingly exciting as it was unexpected.

It came to pass, one weekend, that Mr. and Mrs. Davenport were away at a golf tournament and, since Maria was also off visiting her sister, Susan was left in charge of the house. Naturally this meant that our freedom to go off and amuse ourselves elsewhere was curtailed to some extent, but we still managed to plan a pleasant few days around the burden of having to take care of the house and Becky. On Friday night we ordered pizza and watched several rented movies, and on Saturday, we took Becky to the zoo in the morning and spent the remainder of the afternoon driving leisurely up the coast.

That evening, Chad and I went and fetched a case of beer and then we had barbecued chicken out on the patio. It had been a very hot day and, after supper we lounged around in the pool, the three of us sipping beers while Becky amused herself in the shallow end. Once it got dark, Becky excused herself to go and watch television inside and I stayed with Chad and Susan for about half an hour longer. It got to the point, however, that they became so wrapped in themselves, kissing and nuzzling at each other that I, feeling a little ignored, climbed disconsolately out of the pool and went for a walk around the grounds. I took a beer with me and sipped away at it as the warm night air dried me off.

When my beer was done, I went to the kitchen for another and then I climbed the stairs up to the recreation room where Becky was stretched out full length on the floor watching the big screen television. I sat down behind her on the comfortable chrome and leather couch and began to watch along with her, occasionally taking a swallow from my beer. The television show, something about sea turtles as I recall, was not particularly interesting to me and, after a few minutes, I found myself looking at the young girl instead.

Becky had changed into what I took to be her nightdress. It seemed to consist of an oversize white T-shirt that terminated somewhere about mid-thigh. Several times she idly raised the pretty tan shaft of her lower leg and, each time she did so, I caught a full and direct view of the white cotton panties covering her crotch. It was a little too dark to make out any actual detail, but the sight was undeniably erotic and I discovered, to my horror, that I was developing an erection. This was more than I was prepared to deal with and, after she had done it for the fourth time I pulled myself up from the couch and wandered out onto the wooden deck overlooking the pool area.

The pool, I should explain, is actually two separate pools joined by a channel about five feet wide and ten or twelve feet long. The first one, the one nearest to the house is vaguely kidney shaped and the other one, the smaller of the two, forms a half-moon shape with a wide set of steps descending into the water at the shallow end. The space between the two swimming areas is grassed over and it contains a number of palm trees along with a few small flowering shrubs. Lights, strategically located here and there, illuminate most of the area and there is a changing area attached to the house that is accessible both from the poolside and from the deck where I now stood.

Intending to go and look for my friends, I descended the staircase into the changing room and had just reached the bottom step when I looked out the window and saw them. They were half-sitting, half-reclining on the cement steps into the little pool and they appeared to be kissing. I watched for a moment and then I suddenly realized, with a little shock, that Susan had her bikini top completely off. Horrified, I looked away in embarrassment.

Chad, to his credit, was never one to brag about his sexual exploits. He had once confided in me that he was looking forward to his first time with Susan, so I knew they hadn't had intercourse yet, but I also knew, from various signs I had observed, that their relationship had gone beyond the holding hands stage. Naturally, this was not something I liked to think about, given my feelings for Susan, so it was particularly difficult to be confronted with this graphic proof of their intimacy. I tried to walk away at that moment, but something seemed to be holding me there and, feeling very ashamed of myself I stole another look at the breasts I had so long wanted to touch.

Susan and Chad were partly lost in shadows, but the dim glow from the underwater lights of the pool threw her glorious tits into stark relief. They were not large, but they were beautifully formed and I could make out the dark shape of her nipples on each of the smooth cushions of flesh. Mesmerized by the beautiful sight, I climbed to my knees on the wide wooden bench below the window and continued to watch as they kissed. In moments, I was sporting a tremendous erection and I was so engrossed in what I was seeing that I completely failed to notice the fact that young Becky had come down into the room behind me.

"What's happening," she asked, suddenly appearing at my elbow.

"Jesus Christ!" I shouted, almost jumping out of my skin. She had startled me so badly I almost dropped my beer and I turned on her fiercely. "Don't ever sneak up on me like that," I hissed angrily.

"Well...excuuuse me," she pouted in annoyance. It was quite dark in the room, but I could see she was still wearing nothing but her nightdress. "What are you looking at anyway?" she asked, climbing up on the bench beside me.

I didn't respond to her question, not knowing what to say, and so she peered in the direction in which I had been looking. She was silent for a moment, as her eyes adjusted to the shadows, and then she gave a little gasp.

"God," she exclaimed. "He's got her top right off!" Chad, in fact, was now beginning to fondle Susan's right breast with his hand and we both stared at what was going on in rapt silence. "Wow...do you think they're going to do it?" whispered Becky a moment later.

"Becky!" I gasped, genuinely shocked. "You really oughtn't to be looking at this you know."

"And you should be?" she asked, giggling as she gave me a little punch in the arm.

"Alright...alright," I mumbled, feeling myself blush. My cock was still embarrassingly stiff in my swimming trunks and I was glad that it was too dark for her to see.

"Do you think he'll take his bathing suit off too?" she breathed, clearly intrigued by the prospect. I gave a low chuckle.

"You little pervert," I teased her. I reached across her back and squeezed her waist just below the ribcage, causing her to utter a little squeal and dig her elbow sharply into my ribs.

"Well...you got to see my sister's tits," she giggled. "I should get to see something too, you know...that's only fair." I laughed along with her.

"Well...maybe you're right," I said, giving her another playful little squeeze.

We continued to watch the activity outside for several minutes. Chad was now rolling Susan's nipple back and forth between his thumb and forefinger and, though we couldn't see Susan's expression, it was apparent from the way she had her arm hugged tightly about his waist that she was enjoying it very much. She had also curled one leg over his and was rubbing the sole of her foot up and down his calf in obvious ecstasy.

"This is kind of sexy, isn't it?" whispered Becky, her words suddenly sending a delicious little shiver up my spine. My hand was still resting on her waist and the warmth of her flesh beneath my palm felt so good that I was reluctant to move it. Becky herself didn't seem to mind it being there and, in fact, she actually slid over toward me a little bit so that we were nestled quite tightly together. The sensation, I discovered, was very pleasant and suddenly, the action going on outside seemed far less interesting than what was happening right here inside the changing room.

Stealing a glance to my left, I took a look at the pretty young girl beside me. She had pushed her folded arms forward across the wide windowsill and was watching through the glass in rapt attention, her chin resting on her hands. Below the boyish cut of her straight dark hair, the nape of her slender neck curved down into the white top she was wearing and her hips were thrust out so that the bottom of the garment hung sexily down over the shelf of her bottom. I saw how the middle of the cloth was creased slightly as it hugged the crevice of her buttocks and I realized, at that moment, that the stiffness in my groin now had less to do with Susan than it did her alluring little sister. I was a little disturbed to discover that I wanted very much to touch her in some very intimate ways.

Hardly daring to breathe, I allowed the hand that now rested lightly on her hip to slide downward until it slipped below the hem of her shirt and over the velvet smoothness of her thigh. I paused, when I first touched flesh to see what she might do and, when there was no noticeable reaction, I began to slowly caress her bare leg, sliding my hand up and down the sexy softness. I continued in the same area for several minutes and then I began to move my hand further up, inch by inch, until I felt my fingertips graze the cottony fabric of her panties. I held it there for a moment and then, taking one hell of a gamble, I slid my hand sideways until my palm was flat across the gentle swell of her butt.

If there was going to be a negative reaction from Becky, I'm sure it would have happened right then. When she didn't scream, or pull away, I breathed a silent sigh of relief to myself and I began to caress the soft pillows of flesh, gently massaging each one in turn and cupping my palm to squeeze and knead the tender little globes. My cock felt heavy between my legs now and, emboldened by my success so far, I angled my hand until it pointed downward, allowing the middle finger to lie flat along her crack and push gently inward. Her panties were a little tight, but I was able to tease the soft cotton far enough between her cheeks so that her taut little muscles gripped at my finger deliciously.

I started to edge my hand downward, curving it beneath the underhang of her bottom, and I was delighted when Becky shifted her hips slightly, parting her legs to allow my hand to slide between. Her breathing was coming slow and heavy now, her eyes looking almost glazed, and it struck me that she too was taking less interest in the action outside. Being quite aroused now, I slipped my fingers even further forward into the tight little nest formed by the top of her thighs and my cock gave a little jump as I encountered the twin cushions of her plump little pussy lips. I began to rub, easing the lips apart and massaging the fabric of her panties into the space between.

As I rubbed, Becky gave a tiny sigh of pleasure and her head dropped until it lay sideways on her forearm. She was clearly enjoying what I was doing to her and I thrust my hand even further between her legs, curling my palm upwards and cupping the whole of her sexy little mound. I let my index finger push against her tight little slit and she moaned again, pushing herself seductively against the flat of my open hand. I wiggled my finger back and forth, spreading her wider as I did so, and I made the material of her panties stimulate the little pleasure button nestled inside her delicate pussy lips.

My god, but I was turned on by this sexy little angel! I knew then that I had to touch naked flesh and I was just summoning up the nerve to go inside her panties when a sudden burst of feminine laughter from outside made me jerk my hand away from Becky in surprise. She too was startled by the noise and the violence of her reaction caused her to lose her balance and slip from the bench. She landed on the floor with an alarming thump.

"Jesus...are you okay?" I hissed. A giggle from the floor told me she hadn't hurt herself.

"Yeah...I'm alright," she replied. "I gotta pee pretty bad though." She clambered to her feet and then crossed the changing room to the little washroom at the back. When the door closed behind her I turned back to the window and peered out into the shadows to see if I could see what the noise had been about.

I quickly discovered that our alarm had been completely unnecessary. Chad and Susan had simply moved from the pool over to the little wooden box that enclosed the water pump. Susan was sitting on the slope of the box top and Chad was standing between her legs, kissing her with his chest pressed up against her naked breasts. She had her arms about him and, as I watched, she brought her legs up and locked her ankles around behind his butt. I was still staring at them when the toilet flushed and Becky came back out.

"What are they doing now?" she asked breathlessly, climbing back up on the bench.

"Oh...more of the same," I replied, nodding in the direction of Chad and Susan. Becky followed my gaze.

"Ooh...that looks pretty naughty," she giggled. She slid over once again, so that the side of her slender little body was pressed up tightly against me. For a moment I didn't move to touch her and she gave a tiny little nudge with her hips that might have been inadvertent, but which I am pretty sure was an impatient signal for me to continue. I was more than happy to oblige, of course, and I raised my hand to her left thigh once again and started to slide it up under her shirt. My palm slipped up over the satiny skin, higher and higher, and then, as I felt the bony projection of her hip, I came to a startling and very exciting realization...

Damn it but the little minx had taken her panties completely off!

My erection, which had flagged a little during the last few minutes, was suddenly back with a vengeance and it felt uncomfortably confined within the tight fabric of my trunks. Still keeping my left hand on Becky, I shuffled backward off the bench and hurriedly pulled the garment off, letting it slide to the floor as my cock burst free. I then climbed back on to the bench, so that I lay with half my chest across Becky's back, and then I pressed my erection hard into the wall below the window so that the rough wooden surface ground deliciously against the sensitive head.

Gently kissing the nape of Becky's neck, I let my left hand sweep lightly over the naked skin of her buttocks and then I snaked my index finger down the tight crevice between, teasing the tender flesh within. Becky had again put her head down on her arms and, as I tickled my fingers down into the nether regions between her legs, she began to emit tiny little moans and twitch her hips seductively. I let my middle finger slide up into the furrow of her pussy and my heart skipped a beat when I felt the slick wetness that now lubricated the inside of her plump and tender vaginal lips. I slid it back and forth, coating my digit with the sweet, sticky nectar from her cunt.

My eyes were closed now, so as to better concentrate on what I was doing, and it surprised me when I felt Becky's hand come down over the window sill and slide down across my stomach. She swept the palm over the swell of my abdomen and then she reached lower still and let her fingers curl around the turgid, throbbing stiffness of my cock. I gasped at the touch and I couldn't help but arch my back a little to allow her even better access to my groin. She continued to explore, running her fingers along the underside of the shaft and cupping my scrotum, and I eased my forefinger higher up the front of her pussy and wiggled it into the crevice. At once, with a little thrill of pleasure, I could feel the tip of her hard little clitoris pressing into my finger and I rubbed it back and forth, making her cry out in sheer ecstasy.

Becky was very wet down there now and I pulled my hand back a little, feeling with my fingertip for the moist opening to her honey pot. I found it, deep within the delicate inner lips, and I pushed inward a bit, sliding the end into the hot, wet hole. She gripped me incredibly tightly, moaning as I probed, and I went higher, wiggling and twisting as I slid even further into the slick depths. I wanted to fuck her badly at that moment, but I knew that her virginal pussy was too small for me just yet and I didn't want to hurt her, even for the delicious ecstasy that would result. Already, my finger had encountered the taut membrane of her hymen and I knew that I would have to satisfy myself with probing her with just my digit alone.

Despite the fact that intercourse was impossible, I knew that I wanted to feel her body against me when I came. Her hand was already bringing me very close to that point and I carefully eased myself out of her grasp while I still was able, then I slipped off the bench and moved to stand behind her. She raised her head when I did that, obviously wondering what was about to happen, but she showed no concern at what I was doing and I understood in that moment that she trusted me to be gentle in whatever I chose to occur.

She was now kneeling away from me, with her head laying on her arms and her hips thrust out at me invitingly. I reached out toward her with trembling hands and then I raised her T-shirt, allowing myself to view the gorgeous sight of her tiny bottom for the first time. It was beautifully smooth and rounded and the cheeks were spread apart in a way that made me almost weak with lust. Swallowing hard, I took her hips in my hand and I edged closer, letting the hard rod sticking up from my groin slide gently between her thighs and press hard against the slick wetness above. At once, as though at a silent signal, she drew her legs together tightly and suddenly I was deliciously trapped between the muscular columns of flesh.

Even if I had just stood there without moving, I know I would have come very quickly. As it was however, I managed to thrust back and forth for several minutes, and I delighted in the amazing sensations it produced. I tried to angle my hips upwards as best I could and this made the width of my rod push up between Becky's lips, causing her to groan and thrust downward in response. I am not sure to this day whether she climaxed or not, but the way that she bucked her hips towards the end makes me think that she did. I hope this was the case, of course, for the orgasm she gave me was one of the best I have experienced, either before or since, and the memory of the moment still makes me weak when I think about it.

When I did come, in great convulsing spurts, my load splattered all over her stomach and against the inside of her T-shirt. It was rather embarrassing, of course, and this did nothing to assuage the inevitable guilt that followed as soon as the waves of pleasure had subsided. I disengaged myself from Becky and sat heavily down on the bench beside her.

"Look..." I began hesitantly, when I finally caught my breath. "I...I'm really sorry that happened, Becky."

She climbed down from the bench and looked at me in genuine surprise.

"But...I thought all guys squirted like that when they did sex stuff," she said, obviously confused.

"Uh...yes. Yes, that's right..." I stammered. "But what I meant was...what I meant to say was that it was wrong for me to do that...to take advantage of you." Becky just stared at me, her mouth agape.

"But why?" she demanded finally. "It was nice...I liked what you were doing..." I nodded at her gratefully for this assurance and then she giggled mischievously. "Except," she added, "...now I have to change my T-shirt." I was too taken aback to do more than blush at this and she giggled again and patted me lightly on the cheek. "Don't worry about it," she said, and then disappeared up the stairs.

In point of fact, I did worry about it of course. For the next two weeks or so I was on tenterhooks waiting for the secret to reach the wrong ears and it took sometime for me to finally believe that the danger had passed. In time, I relaxed to the point that I probably would have repeated the experience had the opportunity arose but, alas, as things turned out, that never happened either.

The relationship between Susan and Chad didn't last much beyond the end of the summer and, inevitably, I began to see less and less of the Davenport family. Becky and I were never alone together and all that I have left of the interlude is a very erotic memory and a very curious sense of irony. It struck me, in later years, that between Becky and her older sister Susan, who was the queen of the High School, and desired by males young and old, it was Becky, five years her junior, who was the first to end up with a cock between her legs...