I was about 13 years old when this happend I was a very horny child, but for now some reason I dont get that way anymore. I fabricated at it a bit : P "I can't wait to kiss a boy!" Carolina said as she paged through her Tiger Beat magazine. "I wan't to kiss Devin, the guy in my math class. You know him right?" she said as she looked up at me. "uh hu." I muttered. I was too busy thinking about the boy that I wanted to kiss to say anything else. I didn't want to tell her, but I thought her 16 year old brother was very enchanting. Almost every night this month I had gone to bed and fantasized about his pouty lips, slowly grazing every inch of my body. Eventually I'd masterbate, and call out his name. I saw people on some soap opera do that. "Oh, Kyle," I'd moan, as if he was right there listening to me encouraging him. Carolina stood up and tossed her magazine on to her bed. She walked over to her mirror which hung above her dresser. "Im pretty..right?" she turned and looked at me. "Yeah," I said quickly so she wouldnt ask me what I was thinking about. "I'd kill to have those boobs, you get all the attention." Carolina smiled. She was pretty tall for a thirteen year old, about 5'5. She had dark brown curly hair that went down to the middle of her back. She was fairly skinny, but she really did have some curves. A lot of the girls in our grade hated her because of her body. No one liked to compair thier pre-pubescent bodies to hers, we all felt inadiquate around Carolina. "What boy do you want to kiss?" she said as she pranced over to me. "Well," I stammered for the words. "He is an older guy....it doesnt matter..nevermind." Carolina snaped back "What does he look like?" I started to blush as I began to describe Carolina's brother to her. Inside my mind I was hoping that she would know who I was talking about, I thought maybe she could help me get to kiss him. But at the same time I didnt want her to know, becuase of the obvious reasons. "Well, he's got big green eyes, and long pretty eye lashes. Um...the most beautiful lips ever.. the bottom one is so pouty..brown hair down to his ears...." Carolina snapped me out of my day dream to hiss "You want my brother...dont you....admit it!" She was fascinated with this new discovery. After about 30 seconds of being embarassed and looking down at the floor I finally sputtered somthing out "yeah...I do...dont be mad, theres no way he'd go for me anyways." "I know for a fact that he likes younger girls, so dont rule anything out yet. I mean your pretty too, you have beautiful long blonde hair, and sparkly blue eyes...I mean you have a pretty face, you'll be hot when your older." she said matter of factly. "Im scared to kiss a boy, I dont know how to do it...Im afraid Ill mess up and do somthing stupid." I said disheartendly. Just then Carolina looked like a light bulb went on in her head. "Let's practice on eachother!" I was by no means shy, so after a bit of thinking I went for it. We sat indian style facing one another on her bed. She leaned in after a bit of nervous silence. I sat very still, as I felt her hot breath getting closer to my lips. I shut my eyes tightly and soon I felt her bottom lip brush up against my top lip. As she opened her mouth slightly, she wraped both her lips around my bottom one, she then began to suck on it gently, and then she released it. We pressed our lips together interlocking them together as if they were puzzle pieces. Our lips danced together for at least 3 minutes before breaking. "Ohhh!" Carolina squeeked " "that was so cool, lets try it with tongue!" I nodded and leaned in. We opened our mouths and our tongues met in the middle, I focused on pressing mine against hers slowly and softly. It felt warm wet and spongy. Durring the kiss I could feel somthing happening in my pussy. It was the same feeling I got when I thought about Kevin. The feeling made me want to touch myself. It was a warm, heavy, tingly, buzz that rushed through my pussy as I kissed Carolina. With out knowing it I let out a small moan that made Carolina stop. "Whats the matter? Are you getting horny?" she giggled. "I think so, is that bad?" I questioned? "No, not at all we should try more stuff...you know so we know what to do when we are older." she announced. "Pretend your a guy...what would you do...show me." she instructed sitting upright on the bed. I tugged at her shirt as she nodded with acceptance. I had to kneel to get it over her head, but the prize in the end was worth it. She had on a black bra, which was unheard of in our school. I gasped as I saw her cleavage spilling over her tight bra. "I need to get a new one, its too tight!" she added quickly. I was really into it now. My pussy was so hot, I couldnt wait to see my first pair of tits. She helped me unhook her bra and I sat there in awe awaiting her large B cup breasts. They seemed to bounce out as she removed her bra, and then she jiggled her chest at me. They swayed as she moved, they beckoned me to grab them. Her light pink nipple was the first place I touched. I pinched it softly and watched as it deflated and got hard. I cupped her right tit and I almost came right there. It was so soft and juicy. I kneaded her right tit for a bit more and then grabbed the other one. I became so horny as I pawed at her, I had a tit in each hand. My tongue darted for her hard nipple, I slowly licked around it, I even tryed nipping at it. Carolina began to moan, softly as her eyes rolled back into her head. "Take off my pants" she ordered. My eyes widened as I undid her top button, and pulled the zipper down. She quickly stood up and took them the rest of the way off, then hopped back onto the bed. I could see her tuft of dark pubic hair poking out on one side of her pink hearted underwear. I was so hot, my pussy hurt, but I tugged off her underwear and placed my hand on her mound. "I like to rub all of it like this...when I masterbate." I said as my hand gently moved up and down her. Her puss was so warm, and It seemed to be dripping some sort of stuff. "Put your tounge on it!" she demanded. I lowered myself down, and parted the hair, then I took one lip in each hand and spread her wide. I gently licked somthing that looked like a button, and heard her moan louder. There were so many folds to explore I thought as I gently sucked on her nub. I licked around the sides of her button, very slowly before lapping at her slit like a thristy dog. I snaked my tongue around every crevice. I tryed many techniques too. I held my tongue stiff as I ran It slowly up her slit, and even more slowly back down. I slowly swirled my tongue around as I went up and down again. I flicked my tongue at her soft rubbery clit untill she squealed with excitement. "Stick your finger inside!!" she screamed. I looked around for the area to insert my finger. I had never done this to myself, so I was pretty nervous. I poked around a bit untill my finger slid in a tight mushy hole. It was so warm and wet in her puss. I began to move my finger in and out very slowly, I was hesitant because I wasnt sure how much she could take. She grabbed my hand, shoving my finger deeper inside her. "I do this all the time, I can take it." she said as she took a break from moaning. I began to wiggle my finger deep inside her, I pet each side of her inner walls with the tip of my finger. With my finger deep inside her, I leaned down and put my tongue on her wet young pussy. Feverishly, I moved my tongue from side to side on her clit, while my finger slid in and out of her hole. She began to howl as her cunt started to leak heavily. Her clear juices trickled down my finger. Just then her door opened, and we imeadiatly jumped off eachother. "Kyle!" we screamed in unison. "Holy crap," Kyle stammered as he quickly shut the door behind him. Part two later....if you like it.