Continuing on the theme of flashing my girl friends, I used to stay at my friend Chris’ house quite often. He had a sister, Chloe about 13 years old and she had a friend Louise and she often slept over on the same nights. I was 15 at this time and always trying to find was where my cock would be seen by Chloe or Louise or both.

My friends father was a widower and he was not in the house very often and we had a lot of freedom whilst staying over. I spent a lot of time there to be honest, and for good reason.
Chloe was, as far as anyone was concerned, an innocent 13 year old, as they all are, but I could tell that she had a little crush on me. She would always sidle up next to me and tell me about her day and I would tease saying all the boys will be after you.
Chris, Chloe and I used to stay up late on a weekend night and watch videos or just mess around, chatting and doing nothing in particular. Chloe would be in her Walt Disney Goofy night dress a lot, which she was growing out of really. She was starting to get little breast and her nipples were puffy and were clearly visible through the nighty fabric. It was white cotton and was really getting to be threadbare and used to ride up her young thighs tanned by the sun as she bounced around the place as we made fun of her or something.
Most of the time she wore knickers but a few times she didn’t and in these times I always tried to be coy and snatch a glance at her bald pink pussy. She was a very excitable 13 year old, with straight mousy brown hair midway down her back. There were many times she would sit opposite me and I had a full view of her young pussy and she sat with her knees slightly open. She happened to catch me looking on a few occasions and she would go all shy and pull down her nighty but never said anything about it.

Chris and I would be drinking a few cans of beer taken from his fathers room that he would never miss and sometimes we would give some to Chloe after she pestered us awhile. One night in particular she drank about 2 cans without us knowing it and then we gave her some more and we were kinda pissed ourselves. Chris fell asleep on the couch and Chloe was a bit drunk and sick. I helped her from the couch to her bedroom. Along the way she had a small puke on her nighty. I lifted up the hem of her nighty to clean her face and I caught a glimpse of her small fleshy titties. I had to carry her to her room. I was getting excited at this stage as I knew that I had her to myself in her bedroom. She was a bit dopey and listless when we arrived next to her bed. I turned on the bedside lamp, which did not illuminate the room too much. I told her she needed to take off her nighty.
“Why” she asked sleepily.
“Because you puked on it. look!”
“Oh” she said drunkily.
She was unsteady on her feet. I pulled the dress over her body and head and looked at the little mounds of flesh on her chest. She was wearing little white panties and she looked so cute. She kinda hugged herself as I looked and I realised she was cold. She didn’t mind that I was seeing her naked or so it seemed.
“Are you cold?”
“Yes” she said and I proceeded to tuck her in to the single bed.
I laid her on the bed, I was getting fairly hard now. I started to take off my jeans and left on my boxers.
“Did you get sick too?”she asked
“Yes, on my jeans” I said to her quietly as I slid in beside her.
She was shivering under the covers, so I said “Will I hold you, just until you get warm?”
She murmured something that I took as an affirmative, so I obliged.
I was fully erect in my underpants under the covers. I needed to rid myself of my boxers so I kicked them off the edge of the bed. I spooned up to her and I put my arm around her waist. She sleepily snuggled back into my leaking erection, which was poking the underside of her bottom between her smooth inner thighs, wetting her panties with my precum.

After about five minutes of this breathless excitement, I started slowly caressing her smooth legs and her lower belly, just above her skimpy white panties. Chloe was on sleeps edge and I pulled back the covers and raised on to my elbow to see what I was doing with my hand. Her lips were moving wordlessly as I smoothed her area above her panties with my fingers. I had to stop myself from thrusting my cock back and forth on her ass. After five more minutes I deftly slipped my fingers in to her panties. I could feel the downing fur of her pubic area and the beautiful smoothness of it.

Her panties would have to come off. After another 10 minutes she was definitely asleep. I smoothed my fingers around the inside of her panties and commenced to slowly pull them lower. Her little ass was covered in my juices and using my left hand, while propped up on my right elbow, I pulled her panties down revealing her crack. I realised that she was fast asleep and I tugged more fervently and edged them down all around ass. She groaned slightly as I got to my knees on the bed to get a more direct grip and to pull the panties down and to slide them off completely.
I was in uncharted territory now.
The covers were off her and she was completely naked and I was ready to lose control. Somehow, I had the presence of mind to check on Chris to make sure he was still sleeping. Cock and balls out, I crept up the hall to the living room and he was in the same position I left him in. I decided to put one of the couch throws over him so he didn’t wake up because of being cold and then I returned quickly to Chloe’s room. She was exactly where I left her. She was so hot and vulverable.

She was now on her back after me taking off her panties and her legs were slightly apart. I remember feeling so in control and out of control at the same time. I was stroking my cock absent mindedly and looking at her, tits, her almost totally bald pussy and her serene face.I knelt on the bed next to her and I started touching her pussy with my finger. Very gently probing at first, licking my finger and she how far I could penetrate before she squirmed. She was dead to the world. I got my left index finger about 2 inches up her pussy and then I started to lick her. I licked her tits, her stomach, the top of her pussy.

I laid down on my side next to her on the bed and started to stroke my cock furiously, I was bursting with the thrill of it. My eyes were not enough for me to encapsulate the sight before me. Little pinkish breasts and a flat brown belly and a pink pussy anbd the smoothest skin I had ever felt. I came after what seemed like an eternity but was only about 30 seconds. I spurted about 5 or 6 times on her tanned belly, thin ropes of pale fluid. I was exhausted but still so full of nervous energy. I wanted to just consume her. I licked her tits for about another minute or two and she started to stir in her slumber. I used her panties to wipe my cum from her belly and kissed her cheek. She turned on her side and I spooned up to her once more, pulling the covers up over us. I was hard of course, rock hard, and my cock was this time nestled snugly between her upper thighs and the back of her pussy. It was heaven, truly. I careesed and poked and teased for a long time. I guess two or three hours had passed when something happened.

Without warning she woke with a start. I immediately pretended to be asleep. I could feel her looking at me. I was wearing a T shirt but obviously nothing below. I could sense her holding her breath in confusion. Then, I could feel her lifting the covers up and back and she made a little gasp. I peeked a bit under my eyelids and her hand was over her mouth. My cock had diminished somewhat with anxiety over what she would do, but was still fairly swollen and now with her looking at it, it became its own master and started to grow again. I heard her say under her breath “Oh my God” as it got back to its full 5 inches (15 years old remember). I so wanted to her to reach down and touch it. It was pulsating slightly and I could feel the precum dribble on my belly.
Her weight on the bed shifted and suddenly I felt her fingertip on the very top of my penis. I willed myself not to moan. She wasn’t completely innocent. She very gently tickled her finger down the shaft of my penis. I snook a look while she was doing this and she was lying on her back and I could see she had pulled a teddy bear over her chest in an attempt to hide her teeny boobs. She didn’t realise how she was making me feel. It was unbelievably sensuous, her doing that while thinking I was asleep.

It was getting difficult to pretend I was asleep. She was touching my hot balls now as they were heaving around inside my sack. She was slightly poking them like like a child pokes jelly to see it wobble. I decided to pretend to wake up. I moaned a bit, she retracted her hand and about two seconds later I opened my eyes and I could see she was pretending to be asleep herself.
I decided to touch myself. I played dopily with my uncut erect cock and then began to pump it slowly as if half asleep.

“What are you doing?” Chloe was really awake now.
“Oh sorry, I’ll stop” I said ‘waking up.’
“How is it so hard and you’re peeing a bit”, I was glad that she was not upset about me being here in her bed.
“It does that”, I said yawning.
“It’s weird.”
I had to agree. I was on my back and still stroking it slowly.
“Where are my clothes?”, she asked as she still held a teddy bear to cover modest modesty.
“Don’t you remember, you puked on them and I helped you in to bed, you took off your own knickers,” I was relying on a muddled memory.
“Oh….but where are your pants?”
“You puked on my jeans too remember, thanks a lot for that!”, I pretended to be a bit upset.
“Oh sorry… but you shouldn’t be here. What if Chris sees us?”
“He’s asleep. You said you were cold and you wanted me to keep you warm”
“Really,”she said without emotion. Chloe was staring at my cock in hand and me stroking it steadily.
“What are you doing Paul?” she giggled slightly. “I think your dick will burst, look at it?!”
I continued massaging its shaft and its head was really purple.
“Do you want to touch it?”
She peered at it with a strange curiousity. “It kinda wet and sticky”
“I’ll clean it,” I did my best to wipe it with the end of my T shirt. She giggled again but then got a more serious look.
“Louise said she saw one before, but it was smaller I think” she said with a neutral tone. She was trying to be cool I think.
“Touch it if you like” I said nonchalantly, not realising that this was the most important request I ever made in my short life thus far. “It won’t bite.”
She looked at me and then, with a quiet “OK” she let go of her teddy bear, while she rested on her elbow, she reached to grab my cock.
I released my own grip on it and she took over. Having an alien hand on my cock almost made me cum straight away.
“What do I do?” she exclaimed wide eyed and she had a firm enough grasp of the shaft and she didn’t know where to look, it seemed she couldn’t really beieve what she was doing.

“Shhh, just do what i was doing, back and forth slowly”
“OK,” she said it almost studiously.
She was certainly curious, her eyes were fixed on my hot cock and its purple head and the new precum gathering at its tip.
I pulled down the blankets so I could see her own side with her bald pussy and her thighs rubbing together as a result of her efforts. She became more adept with her stroking technique. She became aware of her nudity but I preempted any complaints or worries by telling her not to worry, I’m only looking. She seemed okay with it, she was preoccupied after all.
“It’s really hot.” She stroked my fat throbbing erection and I helped her by moving my hips in time.
“Hold it tighter please” I said under my breath and I felt the familiar feeling rising in my balls.
“Like this?” she tightened.
“Yes, perfect, my god!”
I was heaving now.
“Go a bit faster ya?” I needed to cum now. She was tiring, and she switched position, by getting on her knees and getting and better hold.
“Will I keep going?” she said with a heightened tone.
Her eyes were so wide and I could see the excitement in her. I was staring at her pussy and little tits bouncing up and dpown as she pumped my cock more furiously than ever.
“Yes, please harder?” This was unbelievable, incredible, fantastic.
She had no idea what was about to happen.
“Ok, thats good, oh god, thats good, ok let go, let go!!”
I took over from her and ten seconds later exploded a first large stream of cum across my stomach and then another and another and another. Chloe bolted upright and quick as a flash climbed off the bed. She stayed at the foot of the bed staring at my cock and she naked as the day she was born and in utter awe.

“Holy shit Paul!!” she said in loud whisper.
I was almost incapacitated with the ecstatic feeling of what had happened, but laughed all the same.
“What was that? Is that the sperm” she looked at it closer.
“Yes” I said, thrilled, regaining my strength.
“Can I do that,”
“No, you have a different type of, er, cumming.”

She became conscious once more of her nakedness and said that I better go before Chris wakes up.
She jumped in to bed, under the covers, pulling them up to her chin and she stared over at my face.
“That was weird” she said, half smiling.
“If you like, sometime I can make you feel that way”
“I do that already, I think?”
“Its better when someone else does it to you, a friend, you know?”
“Ya, I suppose… I’m tired”
“Okay, Good night Chloe, and thanks. And you know, don’t tell anyone”
“Okay, see you in the morning,” She watched my bare ass as I left room with my underpants and jeans.

Chloe and I discovered each other on many more nights like this when I would sneak in to her room and let her feel the pleasure of a boys tongue on her body. Her friend Louise also wanted in and I was too much of a nice lad not to let that happen.