“Don’t worry, Mrs. Johnson. The girls won’t be coming over to study until after Sam is in bed—he’s definitely my top priority.”

I stepped out of the shower to the sounds of the over-cheerful babysitter my parents had hired to watch my ten-year-old brother Sam, while they went to the opera and some fancy after party that would have them out until practically dawn. Not that this was unusual. At 14, I had stayed overnight by myself a few times, but my parents didn’t trust me to watch my little brother for this long.

Not that I minded having Tracy, the babysitter, over at the house. A 19 year-old freshmen at a local community college, Tracy had an amazing body: just the right amount of padding in all the right places, with some ass hips and an awesome rack, and straight blonde hair that came down to her waist. Many was the night I had furiously pounded my adolescent meat to the point of explosion with dreams of Tracy running through my head.

As I dried off from the shower, my mom called upstairs: “We’re leaving, Anthony!”

“’Kay, Mom!”

“Hey, Tony,” Tracy called up.

“Hey.” My one word replies were usual around Tracy; I was usually concentrating on trying to control my obvious erection whenever she was around, and I was already a sizeable 7” at the time and as horny as the next 14 year old, so this was easier said than done. I went to my bedroom listening to Tracy start getting dinner set up for my brother, then closed the door to enjoy the solitude while I dressed.

Before I put on any clothes though, I thought, I might as well make use of the boner I got just from hearing Tracy’s bubbly voice. I heard my parents’ car start up outside and drive off, so I knew there wouldn’t be any last minute instructions to bug me. I lay down on my bed stark naked, my dick pointing straight up to the ceiling, and I slowly formed a grip with just two fingers around the base and slid my hand all the way up to my cut and flaring mushroom head. I was only a stroke or two into it, my left hand pinching my nipple, when the door opened and I heard Tracy start to speak:

“Tony, did you want to join us for din.. OH MY GOD!”

The door slammed and I heard Tracy beat a hasty retreat down the stairs. I was frozen, dick in hand, then my member quickly deflated and I gave an inward groan. I spent the next several hours in my room with the door closed, too embarrassed to show my face. I listened as Tracy put my brother to bed, and then the doorbell rang. Two other female voices joined Tracy’s in the hall, and their was a flurry of chatter before some sudden subdued whispers. She couldn’t be telling them, could she?

A few minutes later, after trying desperately to me out the words of their hushed conversation and failing, I got my answer with a soft knock at the door.

“Tony, it’s me. Can I come in for a second?”

“Uh…sure,” I croaked out.

She opened the door and stepped in, then closed it behind her and stood right next to it. Neither one of us could look the other in the eye; I was fully clothed at this point, but I realized I was still sitting on the bed where “the incident” had happened, and this made my embarrassment that much sharper.

“I’m sorry I barged in earlier…when you were….umm….,” Tracy blushed. “But I don’t want you to feel too embarrassed by it. I mean, I accidentally saw my brother doing it once, and I guess its normal and everything., okay/”

“Kay,” I mumbled.

“Actually, it looked kind of sexy.”

This took me completely by surprise, and I stared up at Tracy despite my continuing shame. She was bright red and staring at the floor, and her next words came out in a big rush.

“It actually kind of gave me an idea, and you can totally say no if you don’t want to, but the thing is my friends from class are over and we’re studying human anatomy and, well, none of us have ever really seen a guy’s, you know, stuff, up close before, and we were wondering if you wouldn’t mind letting us see because I’ve already seen it by accident and everything and we don’t really have anyone else to ask.” She paused. “It would really help us out.”

I couldn’t really think of anything to say: I was still mortally embarrassed from having been caught masturbating by this hot girl, and now she wanted to me to let her and her friends see me naked?

“Um….can’t you like, look at pictures?

“Well, yeah, and we have, it’s just that it’s not the real thing. But if you don’t want to it’s okay, only it really would be a big help and we could give you some kind of reward or something if you wanted.”

“Like what?”

“I dunno, what do you want?”

A million ideas flooded my head at once, but I didn’t say anything. Tracy turned to leave, obviously disappointed but looking a little relieved, too.

“That’s okay. We’ll just be downstairs studying if you need anything.”

After two minutes alone in my room, my cock vacillating between a flag pole and a scared puppy, I firmed up my resolve and went downstairs. The girls were all lying on the floor, crowded around a textbook with very large illustrations of the male genitalia in cross section. The skinny brunette saw me and nudged Tracy, who looked up at me.

“I guess I can maybe help you, if you want.”

All three girls instantly perked up, and Tracy asked if I was sure.

“Yeah,” I replied.

“Good. This is Amanda,” Tracy said, indicating the brunette, before turning to the far bustier redhead on her other side saying, “and this is Donna. None of us have ever seen a guy’s….thing….up close and in person; we really appreciate this.”

“Yeah, thanks a lot” the other girls chimed in.

“Well, should I just…” I started to undo my belt.

“No!” said Amanda, “let me.”

She walked over to me on her knees, and the other two girls arranged themselves at the same height on either side of her, all of their eyes about level with my navel. She slowly undid my belt, lightly brushing up against the bulge in my crotch in a way that might have been an accident but probably wasn’t.

“Take off your shirt,” she choked, the excitement obvious in here voice. As I did as she instructed, revealing my fairly toned and hairless body to these beauties, I felt my button come undone, then I watched as my jeans were pulled down to a puddle around my ankles. My cock was only semi-hard due to the nervousness I was feeling, but it was still clearly tenting my boxers and a wet spot the size of a quarter was visible through the material.

“That’s pre-ejaculate,” Donna said, grabbing the textbook. “It means he’s sexually aroused,” she giggled.

“Don’t embarrass him,” said Tracy. “Don’t worry, Tony,” she said, smiling at me. I’m kind of sexually aroused myself.”

“Me, too,” said Amanda, as she suddenly slid her fingers into the elastic of my boxers at the top of either thigh and yanked them down, setting my cock free and allowing my precum to slowly ooze towards the floor. All three girls gasped and leaned in for a closer look.

“So that’s what it looks like.”

“I though it had to be sticking out when he was aroused.”

Tracy looked up at me. “Are you aroused?,” she asked with clear scientific curiosity intermingled with her lust.

“Um…yeah. Not all the way, though. I mean, I’m aroused and everything, but it isn’t, you know, hard.”

“Can you make it hard?,” asked Donna.

“Oh, he can make it really hard. And bigger, too,” said Tracy, without even thinking. The other girls giggled and I blushed, making a move to pull my boxers.

Well, now you’ve seen it, guess,” I started to stay, but Tracy cut me off.

“We were really hoping you would show us how it all works. You know, how you ejaculate and everything. Could you?”

Now things began to take a really interesting turn….

Stay tuned for part two.

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