My friend and I went to a pool on a chilly day, when it was fairly deserted. We were both 12 yesrs old. We went to the locker room to chsnge to our swimsuits. They gave us sssigned lockers and his locker was in the next aisle over. I had just taken my shirt and sneakers off, when he came out of nowhere in his swimsuit. He stood s few feet away and looked at me, with his hands tucked under his armpits. As I took my socks off I noticed he was staring at me. So I told him he could go out to the pool ahead of me and I'd be out in s minute, but he said he'd wait there. As I stood there in my pants I knew I would have to change in front of him. We were both guys, after all, and it would seem foolish to chase him away. I took my pants off, and stood there wearing only my underwear. I told him again he could go out ahead of me. I didn't want to undress in front of him, but he wasn't going anywhere. I had to go ahead and chsnge. As I slid my underwear off I hoped I wouldn't get an erection. It would add to my embarressment, but of course I couldn't control it. But now I was determined to act nonchalant, like it was no big dear standing nude in front of him. I put my clothes in the locker and turned to fsce him. He was wearing only a small, fairly tight swimsuit. Now he was staring at my nude body, and I began to feel stimulated. As we stood there I asked him about the other people at the pool. He said it was almost empty, and I took a long look at his body. It was small and slightly effeminite. I coulc almost imagine him as a girl, and that only added to my stimulation. I wss getting an erection and I didn't know why. As he looked at me I felt a thrill course through my body. I had recently developed pubic hsir, and I wondered about my friend's body. By now my erection was large and stiff and I could feel his eyes going over my nude body. Instead of embarrassment I felt warm and comfortable. We talked about nothing in particular as I stood there naked. I wanted to see his body, and I didn't know why. It was curiosity more than anything else. The longer I stood there the better I felt. By now I was sure he knew that my lingering was intentional, but he didn't seem in any rush to leave. It was sort of an unspoken understanding, he only in that little swimsuit and I completely nude. The placs was deserted and quiet. I could feel the skin on my feet on the wood floor. All my senses were heightened and I glanced at my body. I wanted to stand there, to feel that thrill of being seen naked. Finally, I put on my swimsuit. We never talked about it afterwards, but we both knew what had passed between us. It was a good, essy feeling, the first time I realized that I was an exhibitionist, and I knew I would repeat the actions that felt so very, very wonderful.