LMy sister is 12 years younger than me, and on her 12th birthday she had 2 friends sleepover.

Early in the day the girls were swimming in the pool, My mom always had me keep an eye out and make sure they didn't drown or anything. I was sitting pretty close and the girls said hey let's see who can do the longest underwater handstand. My sisters youngest friend was a really cute blonde, very thin with a flat body and was a few months from turning 11. As they started doing their handstands I noticed the blondes 2 pc suit was very loose, as her lower half stuck out of the water I could see her funbox perfectly, no one else was around to see it.

Later that night when the sunset, the girls were getting ready to watch a movie. Everyone else was asleep besides the girls and me. Not too far in the movie my sister and her other friend were falling asleep. The blonde was wide awake and made her way to the bathroom. When she returned she was wearing different clothes. She had really baggy basketball shorts on and a tank top that was worn and loose fitting. I noticed she wasn't wearing a bra and that excited me a bit. I was wearing a baggy shirt and my really thin pajama pants. The button was missing from my pants, and if I stood or sat my cock was easy to see under them. The blonde and I could see each other easily while we watched the movie. I would look over now and then, she was looking at me as well. She sprawled out in the chair and eventually i noticed her shorts weren't covering her well, when the movie brightened up I noticed she wasn't wearing panties. I could help but stare, and it wasn't long before she caught me looking. She smiled at me, seeing my bulge get bigger. A few minutes later she got up and walked over to me.

She sat beside me, and kissed my neck. I leaned in and started kissing her, she grabbed my hand and placed it on her thigh. She slid her hand into my thigh, slowly heading towards my shaft. My hand slid up her shorts, her hand made its way in the front of my pants. We started slow, and as things started to heat up I whispered "my room is down the hall if you want to go there" she nodded and we headed to my room. After I shut the door we took off our clothes, while we made our way to my bed we were pressed firmly together. I climbed on top of her and before I slid in her she said "it's my first time, be easy" So hot I thought, I nodded and we went slow. She was extremely wet, and I didn't push hard, I was gentle going in. Once my head slipped in she gasped a little, we went slow. Part way through she said "I haven't finished maturing, I can't get pregnant yet" we exchanged a few words and when my cock was ready to burst I just kept sliding in and out. As my shaft emptied, we both were breathing heavy. She smiled, she had her first real orgasm. I pulled out slow, we say there for a bit watching my cum drain out.

She stood up, just to watch the rest drip out. She said I hope we do this again sometime. I told her "my room is right here, anytime you're here my room is open to you." We went back out and finished watching the movie, she sat on my lap, my fingers toying her lips and she gripped my cock teasing it. After the movie finished I went to smoke outside. She followed, while I stood there she knelt in front of me, pulled my cock and balls out, and placed my cock in her mouth. I couldn't cum again so quickly, but she was happy she gave her first bj and lost her V card all in the same night.