It had been almost three years since I last saw Sam. She was eight and I was eleven when her mother, who lived behind us, moved from the area. Even though Sam's mother was my aunt, I felt very special towards her because she helped raise me. Sam and I were almost like brother and sister; we used to sleep together and play together every day -- until our parents decided that I was too old.

You see, I was about three years older than Sam. We stopped sleeping together when I was nine and she was six, but we still played together until my aunt moved. Our games were kid games. Probably stupid by anyone else's standards, but we enjoyed ourselves. There was nothing sexual about it, though we frequently went without our shirts during the hot summers.

Now Sam had come back into my life. She was a tomboy of 11 and I was a 14 year old boy going through some interesting changes. She had grown. Still skinny and flat as a pancake, but almost as tall as I was, she seemed unusually mature. Our conversations had a new aspect. It seemed that Sam liked to talk about sex. She had seen her babysitter and her boyfriend fucking on the couch and she described this to me in intimate detail. She had been watching and seemed to know exactly what was happening. I will never forget that conversation. We were sitting in a tree. She sat across from me and leaned back on a branch letting her legs fall apart as we talked. She was wearing jeans and a teeshirt, but she was barefoot. Every once in a while, to make a point, she would touch my leg with her bare foot, but she kept her legs separated.

Once, while she was reminiscing about the sex she had seen, she reached between her legs and slowly rubbed herself. She caught me looking and smiled, but quit rubbing herself. She never stopped speaking, though.

"Have you ever seen a naked woman?" she asked me.

"I've seen pictures," I answered.

"Do you masturbate?" she asked. I was briefly taken aback by the question and didn't really know how to respond. On the one hand, masturbation is something I had just been learning. It was private -- not something you share with anyone. On the other hand, I wondered if this was leading to an interesting twist in the conversation. I decided to use fake bravado instead of dishonesty.

"Sure. Do you?" I inquired as I imagined her hands moving between her legs without those jeans (and wondering if I had just made a fool of myself for admitting something laughable).

"You promise not to tell?" she asked.

"I won't tell if you won't," I replied and she smiled.

"Yes, I masturbate. Pretty often. It makes me feel good." She continued to smile as her eyes dropped to my groin. She pursed her lips and asked, "How do you -- do it?"

"I'm not sure I know how to describe it."

Sam leaned forward and said slyly, "Then show me."

I looked around to see if anyone was in sight before responding, "You want me to show you how I masturbate here?"

She too looked around and replied, "I don't think anyone would see us. I mean you." Her glance returned expectantly to my groin as she waited for my response.

Not wanting to disappoint her, but somewhat scared, I undid my belt and unzipped my pants. I hesitated momentarily before pulling them down. I watched her expression carefully to be sure that I wasn't offending her. I knew that she could see the outline of my already hard cock under my briefs, but her expression did not change. In fact, she licked her lips in anticipation of a good show. After another look around, I pulled my underwear down and out popped my erection. What a rush! I was exposing myself in public with cool wind blowing and a beautiful tomboy sitting directly in front of me under a green canopy of leaves. With a smile on her face, her mouth dropped open slightly. I placed my right hand on my erection and began the slow up and down motions that would, in time, lead to that extreme pleasure that had become so familiar to me. Her t-shirt was loose and I could look down the neck at her flat chest and lower at her spread legs in their tight jeans and I needed no further stimulation. I decided, however, that I had satisfactorily demonstrated my "technique" of masturbation and quit while I was still ahead.

"That's how I do it," I explained as I released my cock and left it standing at attention while I grabbed my underwear to pull it back up.

A look of disappointment crossed her face and she inquired, "Is that all there is to it? I thought you were supposed to make some semen, or something."

"If you want to see that, I will need something to help me," I lied.

"Like what," she asked suspiciously.

"If you showed me how you masturbate, I think that would do it."

Her brow wrinkled as she considered the offer. I sat still, holding my underwear and prepared to cover myself, hoping she might give me the same kind of show I gave her.

"Can I touch it?" she asked unexpectedly. I interpreted that to mean that she was not willing to consider showing me anything, but I thought that it might be almost as good if she put her hands on me.

"OK." I leaned back again and assumed a non-threatening posture so that she wouldn't think I was out to grab her or anything, and she slowly leaned forward keeping her eyes on my cock. I felt her knees against mine as I watched her hand reach out tentatively and gently stroke my penis. It jumped from the stimulation and she quickly sat up and giggled.

"It does that when it's happy," I offered as an explanation. "It won't hurt you. I promise."

She reached out again and put her hand around the shaft. Her skin was cool and dry, so soft it felt like heaven. Slowly and gently she moved her hand up and down as she had seen me doing, but with a delicate grip so that the skin of her hand slid over the skin of my penis. She then moved her hand to the head and caressed it. A small droplet of precum formed at the opening and she asked, "Is this semen?"

"No," I answered, "it's just a drop of stuff that comes out before I cum."

"Come?" she queried.

"Before the semen comes out."

"Is it going to happen soon?"

"Like I said, I'll need to see something before that happens." Actually, as it was, I was trying desperately to keep from cumming, but I figured it couldn't hurt to try and get her to give tit for tat (no pun intended).

She looked frustrated for a moment before she finally gave in. "All right. I guess I kinda owe you that since you let me watch you and touch you." After a brief look around to make sure no one could see us, she leaned back and undid her jeans before pulling them down to her ankles. She wasn't wearing any panties and my heart skipped several beats. She made the most of the show as she slowly spread her knees wide with her hands and showed me the hairless slit below her bare pubis. She was looking into my eyes the whole time, but my attention was focused on that slit to the exclusion of the rest of the world. I could tell, however, that she was smiling confidently, knowingly even, as she gave me the look of my life. I watched as her right index finger moved to the top of the slit and moved slowly up and down, then around the enlarging nubbin at the top of the slit. She closed her eyes and focused her attention on the feelings she was giving herself. Her brow creased as her hips began to move in the opposite direction of her self-caresses, still using only her index finger. Soon, however, she brought her other fingers together and moved them in unison around the nubbin and then across the lips of her slit. Faster and faster her hand moved and her hips began jerking as her head tilted back and her mouth opened slightly. She made a throaty sound with each movement of her hips until they jerked upwards against the pressure of her fingers one last time. She sighed deeply as her hips gently returned to their resting position before opening her eyes. As she removed her hand, I could see that the hairless cunt lips were slick with moisture. She moved her hand to her mouth and licked her fingers as she watched me with a sly expression.

"Have you seen enough now?" she asked facetiously, knowing that she had outdone herself.

"Oh, yeah." I resumed my stroking as she leaned forward. She had given me a show, so I decided to return the favor. I could not possibly be as sexy as she had been, but I definitely got into it. Her face was about a foot away from my penis as she leaned forward and rested her arms on my legs for a better view. Her pants were still down around her ankles and I noted that as I continued to stroke, she moved her right hand back between her legs and began to stroke herself again.

As I got closer to climax (only a few strokes), I decided to really give her a show she wouldn't forget. I aimed my cock at her face as I watched her expression of amazement (colored with a bit of self stimulation), lips parted, eyes glazed and watching my cock intently. In a matter of seconds, I shot a blast of cum across the distance between us and splattered her face and mouth. She blinked and a second blast hit her between the eyes and on the forehead. A third smaller squirt hit her right cheek.

She sat up just a little to watch the last few dribbles exit the head and start to slide down the shaft onto my fingers. She moved my cum around in her mouth with her tongue before swallowing. "It tastes kind of salty."

She licked her lips, which were covered with gobs of cum, before she began to scoop some from her cheek and nose and put it into her mouth after she had thoroughly examined it. "Wow! I didn't think there would be so much!" she exclaimed. Her face glistened in the sunlight that filtered through the leaves. I took my shirt off and offered it to her to clean the rest off of her face and neck.

As she finished wiping herself, she looked at my cock, still covered in cum and still hard within my grip. She reached over and gently wiped the cum off of my cock before it ran down onto my jeans.

"It's still hard! Isn't it supposed to get soft?" she asked inquisitively.

"I'm too excited right now, but it will go down later," I explained.

"If it's still hard, could you still have sex?" she asked.

"Yeah, I'm sure I could. Why?"

"Just wondering. It's kind of big. Or maybe I'm small, but I don't see how a penis fits into a girls vagina." Her last words were kind of muffled as she bent her head down to look at herself. As she looked, she spread her cunt lips with her hands and showed me the place that I had only dreamed about before. I had never even seen a spread cunt in pictures before, so I wasn't sure if it was small or not, but I had to agree with her that my cock was too large for her cunt. I was wondering at this point if she had intended to suggest that we have sex, but I didn't ask. I didn't have to ask.

"Could you put your penis on my vagina? I want to see something," she requested. Well, I was speechless, and I wasn't about to say anything to make her change her mind. I wanted to see where this was going.

I pulled my pants further down as I stood on the large branch that supported me and used my hands to move my body over hers. I slowly lowered myself onto her as she leaned back with her legs spread. I supported my body with my hands about 6 inches away from her body. She took my rock hard erection in both of her hands and lay it against her cunt lips. The head of my cock was peering over her pubis and I watched as she took a finger and wiped a drop of precum from the tip and raised her hand to her lips without saying a word.

"Move back and forth," she commanded. I figured she meant up and down, so I moved my cock in a fucking motion against her silky smooth cunt lips. Oh, the sensation was exquisite! It was the first time my cock had been that close to penetration in my life. Hers too, apparently. "So that's what a penis feels like when it touches a woman's pussy."

I continued to rub my phallus against her cunt lips and the button at the top of her slit until I was just about ready to cum again. Suddenly, she pushed my hips away and I thought it was over. Instead, however, she grabbed my cock and put the head directly against her cunt lips.

"Now, don't you dare push hard! I just want to feel what it's like to have a penis pushing into me. I DON'T want to have it hurt! OK?"

I couldn't answer in words, but I nodded my head. My head was spinning and I was beginning to shake as I continued to support my body weight on two branches and still keep from falling. I locked my elbows and slowly pushed between her slick hairless cunt lips. I watched as the head of my penis disappeared between the lips and felt resistance.

"That's far enough," she warned. "Now pull back and kind of move it in and out. Slowly!"

I nodded again and moved my entire body to and fro ever so slightly to make my cock retreat to the edge of her cunt lips and then slip between them again. And again. And again. And...An...n...nnnn...h Oh, shit, I couldn't stop. Even after cumming earlier, I was so hot I came again. Big time. I pushed gently in as far as she had let me and let loose a torrent of cum, spurting in what felt like even greater bursts than before and for a longer time. My cock twitched with each shot of cum and I noticed her watching my expression. She had seen it before and she knew I was cumming. She kept her silence until I was able to breathe again.

Not unexpectedly, I was still hard (man, it's good to be young!). As I maintained that awkward position, she silently grasped my cock between her hands and began to move the head up and down, smearing the cum that was oozing from her cunt all over the lips and pubis. She moved it faster and faster until she finally clenched her teeth and shut her eyes. The sensations were almost painful because of the sensitivity, but I was locked in a trance and unable to either speak or move. She finally relaxed and said, "That was incredible. I always thought it felt good to touch myself, but I have never felt anything like that."

Although I had never lain on her, and our only contact was genital, I was in a very emotional state. Our faces were inches apart, and I lowered my head and gave her a gentle, but passionate, kiss on her lips. She kissed me back, fortunately, so I knew she felt something besides sexual attraction.

I slowly, and with some difficulty, moved myself back to where I had been sitting earlier and watched my cum pour out of my cousin's cunt and drip onto the branch below until she reached down and pulled her pants up. A watery stain soon appeared between her legs and she joked that she would have to explain to her mother that she had wet herself.

I too dressed myself and we just started talking. We talked about the town, our parents, games, the past, and all kinds of things. The sun began to set imperceptibly and soon we were sitting in almost total darkness.

I heard my mother calling from below to come to supper and I responded, "I'm coming." Sam and I both smiled at the double entendre before we climbed down from the tree. I waved goodbye as she left my back yard through the gate and I turned to go into my house.

It was looking like it would be a fantastic summer. And old friendship, a new relationship, and the promise of even more to come.