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I said "Woah dude, what are you doing". He just layed there, and then, with me looking down at his crotch, placed his lips on mine. I was very suprised at first, but then kissed him back full on. This was what I had dreamed of, what I had hoped, but never actually believed would happen.I pulled a way. "dude, are you sure you want to do this?", to which he replied, "Yeah Shawn, you are my best friend, you are the only person I could ever feel comfertable doing this with". Then he continued kissing. I was starting to get an erection now, and he could feel it. He very slowly took off my shirt, and I very slowly took off his. Next came my belt, shortly followed by his. At this point, he got off of me and unbuttoned and unzipped my pants to reveal my tent-boxers. I stood him up, and put his boxers down, to reveal his. I knew instantly that he was much bigger than I was. See, I was a very late bloomer, 16, and I knew he had hit puberty around 13. He pulled down my boxers to reveal my 5 1/2. She was wearing blue jeans and a red t-shirt,She invited me into her cluttered living room. I sat on the couch, and she at a table with a computer. We made small talk for a few minutes, then, gesturing with my hands, I offered the massage.Dierdre smiled and said, "I thought you'd never ask."I stood behind her and gently massaged her shoulders and neck. After several minutes, I 'accidentally' slipped my hands down to brush the sides of her breasts. At that, all pretense was over. Dierdre stood and said, "Come with me."She led me to her bedroom, which was even more cluttered than the living room. Turning her back to me, she pulled off her t-shirt and lay down face first, crossways on her bed. It happened so quickly, I didn't even get to see her tits. (She was not wearing a bra.)I resumed massaging her bare back, then her ass, which was still clad in jeans. I moved my hands up and down both legs, all the way down to her ankles. "This might be more effective without the pants," I.
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