Where it happened: his room
I was spending the night at my aunts house the night it happend. It was after ten and my aunt had gone to bed.We went to his room and decided to get ready for bed to. He told me to get undressed while he found something “interesting” to watch. So i hurried and got my shirt off, then my pants. So i was wearing my white hanes briefs and got into the bed. My cousin was fliping threw the chanels still. He was about two years older than me. We came upon a sex chanel, and Zack stopped it their and asked me if i wanted to watch porn. I didn’t want to seem like a baby so I said hell yea. I wasn’t real expeirienced in sex, i only jerked off one time and didn’t cum because my penis was getting sore. Zack then took off his shirt and pants and was wearing his realy cool black hanes briefs, i knew his penis had to be much bigger than mine because i could see it made a bigger bulge in his briefs than mine. He crawled into bed and we started watching tv. The show started off by the guy in his underwear just rubbing his pouch. Then like five minutes later his briefs were on the floor and he was fucking his “sister”. I was just sitting their trying not to look stupid, then my cousin said it was hot and threw off the blankets so we were just lying on the bed in our briefs with no covers. I noticed he was rubbing the pouch on his black briefs and quickly looked back at the tv. When i looked back he pulled down the front of his briefs and put the strap of his briefs under his balls. I couldn’t help but stare at him. He then started slowly playing with his penis, not yet fully hard. When he saw me staring at him he told me i could jerk off to. I wanted to but i wasn’t hard and i was nervous. Then he realized i had no clue what i should do. So he stoped playing with his penis and grabed the strap of my plain white briefs and pulled down the front of them like he did his, and put the strap under my balls. I didn’t stop him because i wanted to be cool like him. He then grabbed my soft little penis and started to rub it gently. Since i was going threw peuberty it shot up and was fully erect in seconds, wich was only like three and a half inches compared to his five inches. He started to jerk me off and it felt so great, i thought i was in heaven. I wanted to make him think i knew what i was doing so i grabbed his penis while he was jerking me off and i started to jerk him off. His penis felt so much better to me than mine did. Then i heard him let out a moan so i knew he was liking it alot. My penis was feeling so good from him jerking me off, then he stopped jerking me off and started moaning even more. I was going to stop jerking him off until he told me to keep going. I could see his eyes rolling back into his head so i kept jerking harder and harder, then he started to twich his legs and shot a huge load of cum all over my hands. He told me it was normal and that it tasted good to. So i was gonna be cool and licked it off my hands(i didn’t think it was all that great at first) Then he pulled his briefs back over his penis. When he did i decided i should to, i grabbed them and he stopped me. He asked me if i have ever cummed before, and i told him no. So he grabbed my penis and started to get me hard again(which was not at all hard to do because, well you know how great peuberty is) and i just lied back and started to enjoy it. Then as he was jerking me off i felt his other hand go into my briefs and start rubbing my ass hole. It felt so good. Then he stopped jerking me off and grabbed my briefs from my hips and pulled them down to my ankles. He then got down on his knees and put my little 3 and a half inch penis into his mouth and started to suck on it. I knew then i was going to cum for the first time and so did he after sucking on me for like five minutes. Before i cummed he stopped sucking on me. I wanted to cum so bad so i looked up at him and saw that he was hard again, and his penis was starting to stick out of his black briefs. I didn’t know if i should finish my self off or if he wanted me to suck on his penis too. Then he pulled his briefs down to his knees and jerked on himself about two strokes to make sure he was hard. I figured i should finish my self off and went to grab my penis and again he stopped me. I looked at him with his black briefs at his knees, his 5 inch penis super hard, and my penis in his hand. Then he stuck his penis at my ass hole and teased me for a few seconds, which felt extremly great. Then he stuck about two inches into me which felt ok until he rammed his other three inches into me. I could feel his pubes tickling my little bals, it started to feel realy good after a few minutes. I still wanted to cum, i was 12 years old and wanted more than any thing to cum, and he knew it so he grabbed my 3 and a half incher and started to jerk me off and started pushing his penis in and out of me . I couldn’t compare how good i was feeling to any thing else in the world. I was finally about to cum and my “muscels” tighned up around his penis inside me and he started humping me even faster and jerking my penis even faster. Then it happend, I felt a great pulse inside my penis from my balls all the way up my penis and out all over my chest and his pubes, not even two seconds later while he was still pumping my cum out i felt his grip get tighter on my penis and i felt his penis pulse and he humped me like a thousand humps per second and i could feel him push his cum from his balls up through his penis and into my ass. It was the greatest moments of my life. Then he stopped jerking me off and slowly stopped humping me. Then With my cum on his pubes and hand he pulled his penis out of me. I felt so great, i didn’t know what to do. I looked at Zack and i saw him pull up his black briefs (which he looks so great in) over his beautiful penis. Then he told me to to and take a shower or clean my cum off me. I was still lying with my legs off the bed naked and i grabbed a sock and cleand off my cum that i had been yerning to get out my penis. Once i was clean i was still lying their in that same position i was in when he was humping me. Zack knew i again didn’t know what to do next. So Zack grabbed a pair of his old white briefs that didn’t fit him any more and slowly pulled them up to my penis. He told me to stand up so i did and he pulled his white briefs over my ass and penis and patted my pouch in his briefs after they were on. He told me those were the briefs he had when he had his first orgasm. I still wear those briefs, and when i’m wearing them i always think about his penis being in them were mine is and it gets me hard so i masturbate. When i go to my aunts house for the night or for just a little while i go to his room and pull down my pants so he can see my black briefs that i got from him for christmas. He always pulls them down with my pants and i will either let him hump my brains out or i will ride his penis. I just love his penis. mmmmm!!