Sammy opened the door to see Freda on the concrete stoop. He smiled and stepped back so the short, thin girl could enter.

"Hi, Freda!" Sammy said happily, "Come in! I'm so happy you could come over!"

"My mom said I can only stay for an hour, unless you can bring me home." The pretty, dark-haired girl said glumly.

"No problem!" Sammy assured her, "My mom's here. She'll be happy to take you home, Sweetie!" Sammy put his arms around Freda's waist and pulled her slender frame against his chest. He kissed her lips and pulled back, smiling,

"Wanna come to my room?" he asked, still holding Freda close.

"Sure," the girl replied. She looked at Sammy and sighed. The 12 year old transvestite wore a short black skirt with a slit on the side that exposed his right thigh to the hip. His black tube top covered a two inch strip of his flat chest. A black band was wrapped around his upper arm to match.

She followed him up the stairs as he strutted on five inch black heels, his tight ass swaying back and forth sexily.

- - - - - - -

"We're about the same size, right?" Sammy asked Freda. The shorter girl sat on Sammy's bed, wearing a pair of gray sweat pants and a baggy t-shirt. Her black hair was straight, and silky, though un-styled.

"I guess," she replied, "though I'm a little shorter."

"Not as much as you think," Sammy said, "If you wore heels, we'd be a lot closer."

Sammy strutted to his dresser and pulled a drawer open. Freda watched, her gaze focused on the boy's ass when he bent over. His short skirt slid up his thighs, exposing the lower half of his ass cheeks.

Either he was wearing thong, or he wasn't wearing any underwear at all, Freda saw.

When he turned back, Sammy was grinning at the mousy girl, holding a couple of pieces of cloth in his hands.

"Here," he said, "try these on."

Freda stood and held the garments, staring at them dumbly.

"Come on," Sammy said, stepping up to the shy girl. He took Freda's t-shirt in his hands and pulled it upward, startling her. Freda automatically raised her arms when Sammy pulled, and when the boy dropped her shirt to the bed, she stood in front of him wearing a white sports bra on her flat chest. She reached to readjust her black-framed glasses, which had been knocked askew. Her thick black hair was mussed, lying in a shaggy heap on her head.

"Good," Sammy told her, "Now the sweats." Freda gripped the elastic waist band in one fist to prevent Sammy from pulling her pants down.

"Well you can't change with those on, Silly!" Sammy objected. Sighing, Freda let her hands fall to her sides and let Sammy pull her sweat pants down her legs.

"Oh, wow, Freda!" Sammy said quietly, "You have the most amazing legs!"

Freda blushed, the pale skin of her cheeks getting blotchy and red. Sammy stared at the girl's legs, which were thin, toned and perfectly shaped. Sammy let his eyes travel from Freda's narrow ankles, up her full, toned calves, to the inward curves of her small knees, up the smooth swell of her thighs, to the slight gap between her legs at her crotch.

"Oh, no!" Sammy said distressed, "That won't do. That won't do at all!"

"What?" Freda asked, her arms moving to cover her nearly naked body.

"Those panties!" Sammy exclaimed, "Did you borrow them from your grandmother?"

Freda looked down at her plain, large, white panties and smiled. It was a pretty funny joke, and the warm smile on Sammy's face took away any potential sting. It wasn't like one of Carla's jibes.

Those hurt.

"No!" Freda replied, answering Sammy's smile with one of her own, "It's all I have."

"Not for long!" Sammy said. He turned and pulled a handful of string from his top drawer.

"Take those off, young lady," he demanded. Freda stood still for a minute, looking at the thongs in Sammy's hand. Her nipples hardened under her bra when she looked at them. The timid, shy introvert had never worn anything so sexy before, but she knew that would have to change if she wanted Carla to accept her.

Freda was desperately in love with Carla Moreno, a fifteen year old eighth grader in Freda's middle school. The older girl was gorgeous, popular, arrogant, cruel, and sexy as Hell, and Freda lusted after the tall, curvaceous, olive-skinned beauty.

Carla allowed Freda to bask in her reflected glory, from a distance. The plain, pretty little girl wasn't allowed to socialize with Carla and her friends, however, until she changed her fashion sense.

And Sammy had agreed to help.

So Freda took a deep breath and pushed her granny-panties down and stepped free of them.

Sammy stared at Freda's hairless mound. He still wasn't used to the lack of male genitalia on a girl, having seen a vagina for the first time only three days before, when the same Carla Moreno after whom Freda lusted had invited Sammy to a sleepover and humiliated him by revealing the truth about the difference between boys and girls.

Sammy's cheeks burned, thinking of the shame and physical abuse he had suffered at the hands of Carla and her friends.

"Might as well finish," he said, pointing at Freda's bra. The thin girl pulled the garment off over her head and stood naked before her new friend.

Sammy gazed admiringly at Freda's pale, slender, flat-chested body. Her puffy, pale pink nipples stood out proudly on her chest. Her belly bulged only slightly before curving down toward her fat pussy mound, which pouted between her smooth, creamy thighs.

"Wow," Sammy repeated, "You are so hot!" He stepped up to the girl, and Freda lifted her chin to receive Sammy's kiss.

Although she craved Carla's attention, Freda also had a crush on young Sammy. The pretty, popular transvestite was a bright spark in the otherwise menacing collection of students at school. He was always friendly and happy, never mean. And Freda was happy to get close to him, even if he was a boy.

Sammy pressed his lips against Freda's gently and tenderly. Freda was like a timid fawn, seemingly ready to bolt at the first quick move or loud noise. Sammy wanted his new friend to feel secure, and loved.

"You're safe here, Sweetheart," he said, whispering against Freda's lips, "I will never hurt you. Never lie to you, or call you names."

Tears welled in Freda's eyes as she listened to Sammy's assurances, and she flung her arms around the slim boy's neck, pressing her wet lips against his.

Sammy was startled, but soon recovered, putting his arms around Freda's waist and holding her securely as she slid her tongue into his mouth. He sucked hungrily on the sweet thin organ, tasting her saliva.

Freda let her body relax, and Sammy loosened his grip as she moved away a little.

"Wow!" it was Freda's turn to gasp. Sammy looked at her as she stared into his blue eyes with her dark brown ones.

Freda looked down shyly.

"That was my first real kiss," she admitted, "so it probably wasn't very good."

Sammy smiled.

"It was amazing," he said truthfully, "I am so honored to be your first real kiss, Freda." The shy girl looked at him, reading the truthfulness in his eyes. She grinned like a little girl and hugged him, pressing her cheek against his chest.

"Now we better get you dressed or I'm going to ravish you right here on my bed!" he said playfully.

"I might let you ravish me right now, Sammy," Freda replied in a small, timid voice. The 12 year old's cock throbbed at the girl's sexy words.

"Oh," Sammy replied, flustered. Freda smiled at him shyly and tipped her head forward, pushing a thick lock of glossy black hair behind one delicately curved ear, under the bow of her glasses.

It ran through Sammy's mind how odd this situation was. Freda, who preferred girls, liked Sammy because he was a boy who looked like a girl.

Sammy, who liked boys, was attracted to Freda - at least in part - because of her flat-chested, slim-hipped, boyish look.

Putting such thoughts aside for later perusal, Sammy put his hands on Freda's thin waist and leaned forward to kiss her again.

They took their time this time, holding each other securely, but not clinging to one another as they had before. Sammy explored the less experienced girl's mouth with his tongue, enjoying the slightly metallic tang of her tongue against his. He let his hands slide down Freda's bare back to cup her bare ass cheeks, relieved to hear her encouraging moan vibrate against his lips.

Gently, slowly, Sammy guided Freda back, helping her lie on her back on his bed. He lay next to her with his arm across her body and continued to kiss the smaller girl. He moved his lips to her neck, inhaling the soft, sweet fragrance of her skin. The warm, soft flesh glided under his lips as he moved lower to kiss her shoulder, across her collar bone, and down to her upper chest.

"Oh, Sammy!" Freda gasped. His hand lay on her ribs. He felt her rib cage expanding under his palm as she breathed faster. His lips met her hard, puffy nipple, and Sammy was rewarded with a sharp intake of breath through the girl's parted lips.

He sucked gently at her left nipple while his fingers slid across her ribs to the right one, pulling and squeezing it carefully.

"Sammy," Freda said breathlessly.

"Yes, Freda?"

"I trust you, Sammy" the girl said. Sammy looked at her pretty face to find her looking back at him, her dark eyes half closed and her pink lips parted.

"I'm kinda new at this," Sammy said, smiling shyly, "I'll be careful," He grinned at her and kissed her belly, dipping his tongue into her deep navel. Freda rested a hand on the back of Sammy's head, letting it slip off as he moved lower, shifting so that he knelt on the carpeted floor, between the naked girl's parted thighs.

He gazed at her hairless pussy mound. Though he had endured the rough group sex scene at Carla's, he hadn't been given the opportunity to appreciate the girls' pussies up close.

Freda's pussy lips were full, white, soft and hairless. The tiny slit was hard to see, bisecting the bulge of her mound. Sammy glanced up toward Freda's face, across the pale, silky contours of her small body. Tentatively, he lowered his head between her legs and kissed her labia. She didn't move, but he heard her moan.

Sammy felt the warm softness of the 12 year old's inner thighs against his palms as he rested his hands on her legs and extended his pink tongue to tease open his new friend's pussy lips. The sharp tang of Freda's interior juices tingled on his tongue.

The girl lifted her hips, pressing her mound against Sammy's gently probing tongue. Encouraged, he pushed the soft, wet organ father, parting the rubbery flesh of Freda's bald pussy lips and gliding through her slick wetness to feel the warm, wet sweetness of her pussy.

Sammy was familiar with the taste and feel of a girl's pussy, but not the gentle love-making he was engaging in now. Sighing, Sammy pushed his arms under Freda's legs and moved closer, pressing his tongue inside her while parting her legs.

She hissed and clutched Sammy's hair, holding his face against her crotch. Her legs came together and enfolded his head, muffling her gasps and squeals.

"Oh! Oh, Sammy!" she cried. Sammy moved his head around, digging into her wet pussy with his tongue. He felt her flinch when the tip of his tongue bumped the fold of skin at the top of her slit, and he felt a hard nub there. He pulled back when she jumped, but she looked down at him wide-eyed.

"Wow!' she exclaimed, "Do that again!" Sammy flicked the spot with his tongue again and Freda moaned, pushing against his mouth, Sammy put his lips around the top of Freda's bald pussy and swirled his tongue around the hard little nub he and Freda had discovered, just as he would have teased the head of a man's cock.

"Oh! Uh! Oh!' Freda grunted and gasped. She reached between her legs and clutched Sammy's head. Her nipples stood out hard, and goose bumps covered her belly and arms. Sammy's head was trapped between her soft, creamy thighs as she humped against his face. Sammy's cheek, lips and nose were slick with the combination of Freda's juices and his own saliva.

"Oh! Oh! Oh my God! Ohhhhhh!" Freda cried. Sammy felt her thin body stiffen, and her firm thighs press harder against his cheeks. Her pussy gushed fluid on his tongue, and the boy lapped at her flowing juices as Freda came. He clutched her thighs to keep his face in contact with her bucking pussy, which she rubbed wetly against his tongue and lips.

Sammy pulled back when Freda collapsed on the bed and released his head from her grasp. Her fingers ran through his soft hair. Her thighs parted, and Sammy looked up to see his new lover lying prone, her flat chest rising and falling quickly as she caught her breath.

"Sammy," she breathed, "Oh, Sammy...." He climbed up on the bed and laid next to her with a hand on her chest, feeling the rapid beat of her heart and the rise and fall of her breathing.

"That was amazing!" Freda said, turning to look at his smiling face, "You're amazing!"

Sammy blushed, looking away from the girl's adoring gaze. His eyes travelled down her thin, naked, sweating body, and he felt his cock throb in the tight confines of his thong.

"Sammy," Freda said again. Something in the way she said his name made him look into her eyes.

"Sammy," she said again, earnestly, "I want you to be my first."

"First?" Sammy asked softly.

"My first time," Freda said, staring at him intently. Sammy's eyes widened.

"Oh!" he gasped, "Freda, I - I don't know what to say,"

It was a position in which he had never imagined himself. He had been learning since becoming sexually active. He was the innocent, the virgin, the uninitiated. The unwitting boy.

Being in the position of the sexually experienced partner was new - and frightening.

What if he did something wrong? The young girl was so sweet and innocent, it seemed inconceivable that they were essentially the same age.

What if he wasn't any good? What if he scared her?

What if he hurt her?

"Oh, Freda, I don't know. I-"

"Please, Sammy," the girl said, placing a small warm hand on his arm., "You know I'm not into boys. You're probably the only boy I'll ever consider - being with."

"Because I used to be a girl," Sammy said ironically. Sammy grinned.

"Yeah, kinda,"

The ice thus broken, Sammy grinned, nodding.

"Okay," he said, and bent down to kiss his friend.

"Do you wanna see it?" he asked, after the long, passionate kiss broke. Freda looked down, embarrassed.

"Not really," she answered, smiling slyly "Sorry."

"I understand," Sammy said. He shifted on the bed as he removed his thong. He left his skirt in place, but pulled the tube top off over his head. Freda put her hands on his chest, rubbing her thumbs over his hard nipples while he looked down at her.

Sammy watched Freda's eyes carefully as he moved between her legs. He lay with his arms outstretched, holding his body over hers, gazing into her eyes.

"You're sure?" he said, a look of concern on his face.

Freda put her arms around his neck and lifted her body off the bed to kiss him. She clutched his neck tightly and moved her face next to his, with her lips by his ear.

"Do it," she whispered. Sammy lay down, lowering Freda onto her back as she clung to him. He reached between their bodies and took his hard cock in his hand, Freda flinched when she felt the head of his cock nudge her wet pussy, and he held still.

"It's okay," she breathed into his ear, "Go ahead."

Sammy pushed forward. He had never been in this position before. When Carla and her mean friends had assaulted him, he had been pinned on his back, on the floor, while they rode his hard cock to their own orgasms, one after the other.

His mother had done the same, though more gently, riding him in his bed, the first time acting as if he had dreamed it, the second time pretending he was in her ass.

This was completely different. Sammy had to be the one in control, the aggressor, if carefully and tenderly.

The 12 year old reached up and put his hands on either side of Freda's head, holding her tenderly while gazing into her big brown eyes, magnified by her glasses.

He pushed, and gasped at the exquisite sensation of her warm, wet, silky pussy enveloping his sensitive cock head. His eyes sagged closed as his cock slid against the slippery walls of her vagina, until he felt resistance.

Was this is? He thought. Was this as deep as her virgin pussy was?

"Oh!" Freda cried softly. He looked at her face and saw her eyes wide, looking at him.

"What?" he asked, "What is it?"

"It's my hymen, silly," she said, trying to maintain a light tone, though he could tell she was concerned.

"What?" he said, "Your what?"

"My hymen. Haven't you - Oh no, I guess you wouldn't." she said.

Sammy had never heard of a hymen, having only just learned about the existence of female genitalia three days previous.

"It's okay," Freda said, though she looked nervous, "Just jab in quick, it should give way pretty easily.

"I hope."

Sammy paused, unsure of whether to continue. He had promised not to hurt Freda, and now he was on the brink of doing so. At her request, to be sure, but still...

"Just do it!" Freda snapped. Startled, Sammy pushed forward, abruptly.

Freda gasped, and clutched Sammy's neck tightly. He enjoyed the feel of her warm, soft body pressed against the length of his, but was concerned by her hurt reaction.

"Sorry!" he whispered intently in her ear, "Sorry sorry sorry sorry..."

"Stop!" she said, her breath hot against his neck. He heard her chuckle softly, "It's okay. Just don't move for sec, okay?"

Sammy nodded and held her, his cock unmoving in her pussy. He felt her thin body relax slowly, loosening her grip on his neck and lying back on the bed. He looked at her pretty, red-cheeked face and smiled tentatively.

"I heard the other girls talking about it," she mused, 'They all said it's no big deal. Poof, and it's over."

"You alright?" he said softly.

"Uh-huh," she said, smiling back. "Poof! Just go slow at first, okay?" He nodded, pulling back slowly and re-entering her wet pussy. She closed her eyes and inhaled when he pushed forward, but nodded, her lips curving in a slow smile. When she opened her eyes, Sammy thought she looked more than pretty.

She looked beautiful.

"You look beautiful," he said.

"Sure," she replied, I bet." Instead of arguing his point, Sammy started slowly making love to Freda, setting up a slow, steady rhythm of penetrations.

Sammy was so excited, so happy with his new friend, and her tight pussy felt so good on his cock, that he was ready to cum in no time.

"Freda," he panted, "I'm gonna cum!"

"Not inside me, right?" the girl asked anxiously.

"Oh, no - I guess not," Sammy said, disappointment and confusion in his voce.

"Oh my God, you don't know where babies come from do you?" Freda asked.

"What do you mean?" Sammy asked. Of course, since he didn't know about the differences between male and female sex organs, the subject of pregnancy and its causes had never come up.

"Well you can't cum inside me, okay?" Freda insisted, "I'll explain later. I forget how much you don't know, considering how much you do know."

"Okay," he replied, more confused than ever. He pulled his cock from Freda's clasping pussy and took it in his hand. Raising himself on one elbow, he jerked with other hand, until his cock exploded.

Freda watched intently. She was curious, yet uncomfortable watching Sammy play with himself. She just didn't get the attraction. It looked like a strangled turtle to her. One that had been under water for a week.

But when he came, she watched his face, and felt better. Though he looked kind of goofy, Sammy obviously was enjoying the experience. Freda wondered if she had looked the same: her eyes closed, mouth open, gasping and whining.

Probably, she decided.

The girl felt Sammy's cum spattering on her stomach and looked down to see several thin streams of semen on her pale skin. She smiled up at him.

"Thanks," she said.

"Thank you," Sammy answered, his flushed face inches from hers.

"Now where were we?" she asked, with a sly smile.

- - - - - - -

Freda left with four new outfits. The one she wore home was a pleated plaid miniskirt and a white t-shirt that left four inches of her flat belly bare. White ankle socks and black three inch heels completed the outfit.

Sammy's mother complimented Freda vociferously when she saw her, and the boy could tell that Jane liked what she saw when she looked at Freda. Sammy liked it too. The girl's long, shapely legs were on display under the short hem of her borrowed skirt. Jane had helped brush her hair and put it in a side knot, tied with a white bow. She had applied red lipstick to Freda's full lips. The bright color looked beautiful and sexy on the girls pale features, surrounded by her long black hair.

Jane insisted that Freda ride in the front seat of the car next to her when she took her home. Sammy sat in back, and looked between the front seats at his mother's hand as it slid insistently up and down the downy skin of Freda's thigh.

It was only a matter of time before Jane put the moves on his friend, and he hoped to be allowed to watch - or participate.

Along with the clothes, Sammy had presented the outline of his plan to Freda: He had asked the girl to leave her cell phone on at the party - he was sure that the sexy little 12 year old would be invited when she showed up at school in one of her new outfits - to record Carla's comments, and to steer the conversation in a certain direction.

Freda had agreed, but had insisted that Carla wasn't as bad as Sammy said.

He feared what would happen when the naïve girl was shown the truth, and hoped that she wouldn't be hurt the way he had been.

Though if Sammy's plan went off the way he hoped, no one would have to be worried about being hurt by Carla any more.

And Freda might get what she wanted after all.

Sammy smiled to himself, unseen by his mother and his friend.