Date: Sat, 3 Dec 2005 07:58:49 -0800 (PST)
From: mister axl <axlwrite55@yahoo.com>
Subject: The Unbelievable Story of How I Lost My Virginity at 12

Warning: No part of this story is to be reproduced or republished without
the expressed written consent of the author. All copyright laws apply. All
rights reserved by the author.
             Copyright 2005 by AxL

             Disclaimer: The following contains acts of sex involving
minors, as well as strong language and/or acts of violence. If you find
this material offensive it is advised that you read no further. Author
accepts not responsibility for penalty resulting from state or federal
restrictions. If it is unlawful for you to read and/or if you are
underage. Then you're advised to read no further.


The following is a work of fiction. Any similarity to people or events is
completely coincidental.


	  The Unbelievable Story of How I lost My Virginity at 12

 When my parents informed me that we would be spending the first couple of
weeks of my summer vacation in Gatlinburg I told my self "Its official,
this is the worst vacation of all."

 It was the summer before my thirteenth birthday. I was a pretty average
kid in most ways. I wasn't the most popular kid in class but I wasn't an
outcast either. I had a few friends and was fortunate not to be the victim
of beatings from the bully's. I was hardly the smartest kid in class, but I
was definitely not the dumbest either.

 I had just discovered myself sexually during the previous school year. I
had not experimented with my friends in any way like the kids in the
stories at nifty. I had begun to grow curious about my friends and the
other boys in my school but I could never approach them about doing
anything together. I wouldn't even know where to begin. I did fantasize
about jacking off with them and even sucking each others dicks. I didn't
really consider myself gay, or straight, or bi or even other. I just knew I
was an average twelve year old boy who was curious about other boys.

 We had been in Gatlinburg a week and I had noticed some really cute
boys. I suppose that I was cute enough myself. I had brown hair with hazel
eyes. I was maybe a little too skinny and one of the taller kids in my
class. I had not begun to develop any hair on my body though I had been
having wet orgasms for a couple of months now.

I basically spent a lot of time being drug around by my parents during the
day and then after dinner I would go to the pool and swim. Because it was
Gatlinburg and every other parent in the world thought enough about their
kids to not bring them to the most boring place in the world, there were
very few kids and I always had the pool to myself. That was of course,
unless one of the old people decided to take a swim.

 One night while we were at dinner I spotted this kid. He was about my age
and I was sitting across from him. I could look under the table and take in
the site of his smooth legs that extended below his shorts. He was very
cute to me. He had sandy blond hair and a thin build much like my own. He
did not seem to be as tall as me, but he was a little thicker in his
chest. When he got up to go to the rest room, I tried to excuse myself from
the table but I had to politely wait while dad went on about catching a
civil war re-enactment in a neighboring town. I was no more excited about
that then I was about the shopping. I was twelve for heaven's sake. I had
no job and no money and therefore I had no reason to shop. The civil war
thing was just as bad. While on this trip I had made up my mind that I was
going to try new things and one of them was going into the bathroom and
trying to see another boy's dick. What did I have to lose? It's not like we
would ever see each other again.

When I did get to the bathroom he was washing his hands as I moved to the
urinal. I looked at him while I pulled out to pee, being careful not to let
him see my slightly erect penis. He glanced over at me and caught me
looking and I smiled with embarrassment as he smiled back and left.

 When I came back to my table and sat down he glanced my way and I only
looked away. I suddenly realized that I was too shy to try and make eye
contact with him so I looked away.

I spent the rest of dinner snatching glances at him and looking away if he
started to look my way. He was really cute. He had really thin lips, they
were almost non existent.

Eventually he and his family left and he glanced my way as I watched him
leave. I gave another shy smile and he smiled back. I could not wait to
take a shower tonight so that I could jack off thinking about him. That was
the another thing about this vacation. I was forced to share a room with my
parents, which meant that the only privacy I had was in the shower.

When we got back to the hotel, I waited thirty minutes and then changed
into my swim trunks and went down to the pool. As usual I was the only one
in there so I swam around for awhile, went into the hot tub for awhile and
then wondered into the sauna and sat there until I realized that sitting in
an extremely hot room is even more boring than being on vacation with my
parents. I went back to the pool and swam some more before getting out and
laying in one of the loungers. I had my eyes closed and heard someone
enter. I glanced up and it was the boy from the restaurant. (I bet at this
point you have figured out where this story is going)

 He dove into the pool and swam for a little while before climbing up on
the edge of the pool and sitting by me.

I opened my eyes and looked at him and he was looking at me.

"Hi." He said

"Um, hi." I said back, realizing how shy I was.

"My names Cody. I saw you at the restaurant."

"Yeah?" I sat up and looked at him. "My name's Riley."

He gaze me a puzzled look. "Is that your first name or your last?" He
giggled.

"It's my first name." I looked at him trying to hide my frustration, I had
heard that question so many times it wasn't funny anymore.

"So you gonna swim some more?" He asked giving me a smile.

"Sure." I said getting up and diving in.

We swam around for a bit, did some wrestling around and suddenly I realized
how true some of the stories at nifty were. During the wrestling I felt him
grab my dick and balls at least ten times and I probably did the same to
him. After we had been wrestling around for a moment we were leaning on the
edge of the pool of the deep end (neither of us could touch the bottom.)
When Cody suggested we go sit in the sauna for a while.

We were in the sauna and sitting in silence when Cody broke the silence.

"Listen Riley. I have never done anything like this before and I have
really had fun hanging with you and stuff. I mean^Å" He stammered a
moment. "I was so pissed when my parents told me we were coming here for
summer vacation^Å "

"I know exactly how you feel man." I interrupted.

"I mean, it's the summer of my thirteenth year, this is the summer all the
good stuff happens. I'm supposed to find my first girlfriend and get into
to trouble with my friends or whatever^Å"

"But we are definitely not supposed to spend it here in the old folk's
capital of the world."

"Exactly!" He said excitedly. "Well anyway." He paused. "I don't want to
freak you out or anything Riley but I noticed you staring at me at the
restaurant and then you followed me into the bathroom^Å"

I was nervous now. I wanted to bolt and run before he embarrassed me any
more. "I just had to pee." I tried to explain weekly.'

"Listen, don't sweat it. The reality is that I made up my mind that I was
going to try new things on this lame vacation because I have nothing to
lose." He now looked at me and smiled.

I had made the same decision but I did not know if he had planned to do the
same thing as me or not.

He continued. "I may be wrong but I think I caught you looking at me legs
several times which means that maybe you were checking me out." He
continued quickly before I could say anything. "You don't have to explain
yourself. The reality is that when I came down to the pool and saw you
laying in the lounger I got excited and now I guess what I am asking is do
you like me?"

I looked at him a moment not sure how to respond. "I mean, I like you but I
don't know what you mean by like."

"Well lets just get down to it. Have you ever done anything with another
boy?"

I looked at him to read him. I had made up my mind to go for it and if I
did go for it now the worst that could happen if I played my cards wrong,
was that he leave and I go back to being alone here.

"I've never even seen another boy naked before, I admit that I went to the
bathroom hoping to sneak a peak at you though." I looked down at my hands
that I was wringing nervously.

He giggled and said. "So do ya still want to? I mean I never done anything
with anyone either, but I have some wild fantasies and if your interested,
maybe we can kinda experiment together like other boys do." I glanced up as
he looked down at his hands. I suddenly realized that I was hard as a rock.

"How do we do it?" I said in a husky voice.

My breathing had grown ragged and I felt it harder and harder to think
straight.

"Umm, I dunno." He said quietly. "I've never done anything like this
either. I guess we start by showing each other our dicks."

"Yeah." I said "Who goes first?"

"I guess we could just lower our shorts at the same time." He said standing
up.

I realized that he was hard too.

I stood up and we put our fingers into our swim trunks at the same time and
slowly lowered our shorts, both watching the others eyes. I smiled at him
nervously and he smiled back as our shorts slowly came down. I glanced down
and looked at his dick as he looked at mine. His dick was almost the same
length as mine but it was much thicker. We were both circumcised but he had
a small patch of pubic hair and I had none.

"You have hair." I said breaking the silence.

"Yeah." He responded. "How old are you Riley?"

"I'm almost thirteen." I said never taking my eyes off of his beautiful
cock.

"Oh, that's why then. I turned thirteen the middle of the school year. Can
you cum yet?"

"Yeah." I said "Umm Cody? Do you mind if I touch it?"

He reached out and slowly began to stroke my dick so I began to fondle
him. I rubbed his balls and then I ran my finger up the length of his
shaft. We were both very sweaty from the sauna and I could feel the heat
coming off of his dick. He moved closer to me and continued to stroke my
dick as I continued to explore him. I ran my fingers through the small
patch of pubic hair and then wrapped my hand around his dick which was
about four inches long. It fit nicely in my hand. Even better than my own,
which was very thin.

"You're long."  He said still stroking me.

I could feel that I was going to cum soon.

"Hey, let's take off our shorts and cover ourselves with towels in case
someone comes in" I said letting go of his dick and stepping back.

We both threw off our shorts and grabbed towels before climbing up on the
bench and continuing our exploration.

I was amazed at how thick he was. When I got older I realized that he
really was not that thick, but compared to my skinny twelve year old dick
he was very thick. I grabbed his balls which were also bigger then
mine. Cody was stroking me aggressively now and it felt so good that I had
to let go of him and lean back while he pleasured me with his hand.

"Riley?" He said letting go of me for a second. "I told you that I had many
fantasies and if you don't mind I want to act on them. Would you care if I
try something?"

I really didn't know what he had in mind but I hoped it involved making me
cum really soon.

"Umm sure." I said leaning forward.

Cody placed his hand on my chest and pushed me to a lying position with my
legs hanging over the bench. He crawled between my legs and I felt
something wet on my dick. I glanced up and watched his head bob up and down
on my dick. It felt amazing. It was better than any jack off session I had
ever felt. His mouth was warm and wet and I could not help but pump back
into his face as my instincts took over. My body started to shake and my
legs were twitching as I felt myself explode into his mouth.

Cody continued to suck on me until I started to get sensitive and I pulled
his face off of me.

I lay back and try to catch my breath. Cody sat up on the bench beside me
and I glanced over to him and saw him with a big smile on his face. I
glanced over at his thick erection which was still pulsing. He reached his
hand down and began to jack himself off as I watch him trying to catch my
breath. I rolled over and began to play with his balls.

Cody smiled down at me as I played with his balls.

"Hey I want you to do something for me. Will you put your finger inside my
butt while I jack off?"

I looked at him confused. I expected him to ask me to suck his dick. I had
never thought of poking my finger in someone's butt. I thought about it for
a moment and decided what the hell. How gross can it be?

I nodded and Cody turned his back to me and spread his legs slightly as he
leaned over the bench. I pulled his butt cheeks apart and I could hear him
breathing very heavy. His butt hole was pink and completely hairless.

"You have to wet it first." He said as he began to stroke himself.

I stuck my finger in my mouth and then started to slowly slide it into him.

"Aww yes." He moaned as I slid my finger completely inside him. "Now pull
it out and then push it in again, like your fucking me."

I did as he instructed and he continued to moan. I poked him faster and
slower as he instructed me too. He was moaning loudly and started to shake
as he blew a load across the bench. He reached behind himself and eased my
finger out of him. I wiped them on a towel and lay beside him as he caught
his breath.

"Wow." He said still trying to catch his breath.

"Yeah." I said still not believing that this was happening.

My dick had grown hard and I started to rub myself without thinking about
it.

"Hey. You're hard again. Riley, I don't know if you ever think about
it. But when I jack off I love to put my fingers inside my butt. I've even
put the handle of a hair brush up there one time." He paused as he sat up
to look me in the eye. "Riley. Have you ever thought about fucking another
boy?" He gave me a huge grin and reached over and started to stroke my dick
again.

I looked at him in confusion. The reality is that I really had never
thought about fucking anyone, boy or girl. I shook my head no and I saw the
look of disappointment on his face.

"But that doesn't mean you can't show me how." I smiled which caused him to
smile as he gave my small balls a slight squeeze.

"Do you want to do it now?" He said excitedly.

"Umm I guess." I reached over and squeezed his now hardening dick.

He leaned back over the bench and instructed me to get behind him. I
understood the mechanics of fucking, but had really just never thought
about it. I lined the head of my dick up with his hole but as hard as I
tried it would not go in. It would slide up or down but it would not go
into his hole. Even when he reached back and pulled his butt cheeks apart
for me I could not get it in.

"Maybe we need something to lubricate it. That's what I did when I put the
hair brush in me."

"But what can we use?" I said looking around the sauna.

"There is hand lotion in the bathroom of my hotel."

"But it's getting late and besides how are you going to explain to your
parents that you need hand lotion."

Cody looked at me with disappointment. "Fine. But we are so going to do
this again tomorrow and this time I will bring the lotion. I really do want
you to do it to me."

I smiled at him as he continued to rub my hard dick. "Here let me try
this." He said laying me back again.

He pulled me closer to the edge to where my butt was hanging off and he
started to rub my butt hole as he stroked my dick. When he poked his finger
at the opening I jumped as I felt a sharp pain. He pushed the tip of his
finger in and I clamped up my butt cheeks and told him to take it out. He
tried to push in deeper but I pushed his hand away and told him that I felt
like I needed to take a crap now. He pulled my legs down and began to lick
my balls which felt so good that I forgot I had to crap. I lay back and
moaned as he licked my balls and stroked my dick. I lay back with my eyes
closed and felt my balls being rolled around and my orgasm starting to
build. I was suddenly aware that I wanted this feeling to last forever but
it was not meant to be as I exploded a small watery wad of cum that
trickled down his hand and onto his face as he continued to lick my
balls. I sat up and smiled at him. He stood up and grabbed our shorts.

"It's getting late and I can't wait for tomorrow. You had better come down
tomorrow or I will never forgive you." He said putting his shorts on and
handing me mine. I suddenly realized for the first time that he had blue
eyes and his nose was covered with freckles. I have read stories where a
guy knows every detail about a person before they do anything together and
here we were. Cody had made me cum twice and I just figured out what color
his eyes were.

"See you tomorrow." He said and then stunned the hell out of me by giving
me a quick kiss on the lips and running out of the room. I stood there with
my shorts in my hand.

I quickly threw my shorts on and ran up to my hotel room for a shower and a
quick jerk before lying on my bed and listening to my dad snore. Needless
to say I had some crazy dreams that night.


                            continued....


I hope you stick around to find out what happens next.

let me know what you think: axlwrite55@yahoo.com

                               AxL