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When I was 16 my dad got transferred to another city. We moved into a large apartment house, it had six apartments and was really old. The basement was large and had storage areas for each tenant, which consisted of barn board wood walls and a concrete floor. All the kids would play in the basement hallway; it was long and had old chairs at one end next to the laundry room with an old wood electric reel for a table.
 Sharon lived across the hall from me with her mother, two brothers and an older sister. She was only 14 and was very curious about everything. Black hair large breasts and thick glasses made her somewhat attractive yet not really my type. She was just a friend that I would play board games with or just hang out in the basement hall and talk with on days that were dreary and the weather was too bad to go outside.
    Jennifer on the other hand was someone I could have sex with forever. She was petite, blonde hair down to her ass and firm yet not too large tits with small nipples, small waist and perfectly rounded ass. When she laid in the back yard tanning you could see her tiny firm nipples right through her bikini top. Jen lived upstairs on the third floor with her parents and younger brother. Her boyfriend josh would come over and they would have sex in her basement storage room which her brother turned into a clubhouse with a couch and other junk furniture he found on the sidewalk.
     I guess it all started when Sharon and I were playing monopoly in the basement one snowy day when josh and Jen casually strolled downstairs and smiled then went into her room without saying a word to either of us. Sharon looked at me and smiled and shook her head not saying a word, I thought about saying something but figured I only say something wrong. Jen and Sharon are good friends and if I said something to Sharon it was sure to get back to Jen.

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  We continued to play our game even though all you could hear was the sound a couch being jumped on from rough sex, and the slapping of their body’s as he thrust into her, as I listened to the rhythm of their sex I felt myself getting turned on and my pants started to bulge. I tried to concentrate on the game but just couldn’t keep my mind off the thought that Jen was getting laid in the next room twenty feet from me.
    Then to my surprise Sharon blurted out “I can help you with that if you want”, as my eyes looked at hers I could see she was staring right at my erect penis through my pants. She had a deep dark look of lust in her eyes and I didn’t know what to say to that, so I responded with the brain of a 16 year in heat and said ok it’s all yours. Besides this was Sharon and not a stranger and I have checked her out once or twice and would do her if the timing was right and since she was only offering to give me a blowjob I figured why not.
       Sharon looked down the hall at her storage room and said “I’ll be right back” and with that she ran upstairs to her apartment, A few minutes later she came back with her key and lead me into her room which was right next to Jen’s. She led me over to a weightlifting bench and she sat down and gestured for me to come to her. I walked slowly and didn’t know what to expect as she had this weird look in her face and she wanted me more than I wanted Jen. She reached for my zipper and pulled it down and reached in grabbing my hot member ever so softly and pulled it out. I grabbed her hand and asked “ are you sure about this, because we can never go back to being just friends” She smiled and replied “ I have your dick in my hand six inches from my face and this is all my idea, do you think I just want to be friends”.
 Sharon started to stroke my dick slowly, then opened her mouth and started to swallow me whole. I couldn’t believe she knew so much about how to give blowjobs, I was in heaven. Then as I started to enjoy myself I heard a noise from the other room, it was Jen moaning and squealing as she was getting pounded by josh.   I was so turned on by this that I couldn’t control myself and as I felt my balls tightened and my sperm starting on its journey out and I panicked.
   I tried to pull out from her mouth and she just grabbed my ass with both hands and pulled me toward her.

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   I whispered to her that I was about to come, when all the sudden she grabbed my balls with one hand and sent me into convulsions. I must have shot half of my load into her mouth before I saw her start to swallow.
   I watched as she finished me up and then slowly looked up at me with a great big smile and said “you taste better than the other guys”. This girl new her stuff and I had to know who taught her so I could personally thank him. I tried to pry the names out of her, but all she would say was that “a girl doesn’t kiss and tell”. I hoped so because I really didn’t want Jen to know what was going on here. I would never get a chance at that if she knew I was doing her best friend.
  I put the boys away and zipped up, then sat down next to her on the bench. I asked her if she liked doing that, she replied “that’s what I do best and I kind of like the taste”. I have had a bisexual encounter the year before (see weekend experiments story) and swallowed another’s juice and it didn’t taste that great?  That was fine because now I knew that she would service me instead of having to jerking off in my room all the time. This was the beginning of something really great, blowjobs and Jen in the next room.
  Sharon asked “if she could do me one more time while we were there alone”, only this time she wanted me to lie down on the bench. I thought to myself “why haven’t I done this sooner, this girl is definitely a keeper”. I went along with her and laid down on the bench, she then undid my shoes and threw them aside then pulled my pants and underwear off too. Maybe this would go further than I thought.

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   Sharon was enjoying it too, as she just stared at my naked body from the waist down and erect penis standing like a flagpole.
   She was still for a minute or two then starting kissing up my legs working her way up to my crotch; she was definitely experienced at seducing a man. She worked her tongue like a magic wand across my testicles sending waves of excitement through my body, licking and sucking them into her mouth one at a time. I thought I would explode before she even got to my dick, as I looked down I noticed how her shirt was hanging low and the bra she had on showed a lot of cleavage. Her breasts were large and firm with nipples that looked hard enough to poke right through. Her stomach was tight and flat with great abs; this really turned me on even more.
  As she started down on my dick I felt her tongue tickling the tip when she went up and down very slowly. My balls were getting attention from her hands as she tried to take all of me in her mouth. I heard a noise in Jen’s room again and turned my head towards that direction and noticed a hole in the wall where a knot of wood used to be. I could see someone moving around in there and could make out someone’s ass, but was it Jen or Josh? I really couldn’t tell since my mind was elsewhere and my load was about to explode again. I turned my attention back to her and saw that she had one hand in her pants and the other was jerking me off really fast.
    I only had oral sex with one girl prior to this day and she was my older cousin, who was overweight with massive pimples and really bossy. She had blackmailed me into having oral sex with her when I spent the weekend over her house during winter school break. That is a story I will never tell due the fact I am still disgusted at the thought of it. Mostly i fear for my life as she is now seeing some biker guy who has tattoos on every part of his body except where there are bullet wound scars.

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        As I watched Sharon masturbating while doing me, I thought what the hell she has a great body and I would really like to take this to the next level so why not give her the pleasure she is giving me. Reaching down I grabbed her breasts and started to fondle them, she reacted by sitting up and removing her shirt and bra. I was in awe at the size of her breasts for such a small girl and her body was so tan and firm. I sat up and ask “if she would like me to please her too” and without missing a beat she dropped her pants to the floor and stood in front of me in nothing but her pink flowered bikini underwear, which was almost all soaked from her getting very excited. Reaching to her I brushed my hands up and down her stomach, feeling her breasts then going down and around to her ass. This body was something I never dreamed of on this girl with the coke bottle glasses and baggy clothes.
      I pulled her underwear off and stared at this great ass and hairless pussy, I started to kiss her thighs and work my way up when she grabbed my shoulders and pushed me back down onto the bench. “This is my show” she exclaimed While she straddled me. She then started to rub up and down on my dick as if having sex but not putting it in her, this felt so great as her fluids rubbed all over my shaft while she motioned back and forth with her hips. Her body started to move faster and faster until I thought I couldn’t take it anymore and shot my load all over her pussy and up her stomach. We laughed for a while and then she moved forward directly over my face, looking down at me she said “now clean up your mess”. I wanted to taste her so bad that I didn’t really mind my own cum mixed in. She was so warm and wet and as I tried to put my tongue into her hole she let out a little squeal. This must be the sweat spot all the guys talk about, I started to lick and pull at her clit as my cousin taught me all the while rubbing her thighs.
        Sharon started to move her hips faster and faster moaning and gasping until her orgasms started, with several waves coming over her.

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       I watched her stomach tense up several times as her body twitched and she let out small streams of fluid all over my face and neck. This was great; I got to see an orgasm for the first time up close and it was me who caused it. This was something I too could enjoy, as Sharon’s juices were tasty and her pussy was something I wanted to taste even more of.
      We both sat down trying to catch our breath from all the excitement, when we heard a voice in the hall calling for Sharon. We hurried and got dressed then I hid under some boxes in the corner just in time to hear her brother coming down the hall and opening the door. It was time for dinner and she left me there hiding in the corner.
       I waited for a few minutes then peeked out from my hiding spot, all was clear to leave. I looked over at the hole in the wall and noticed the light coming through from the other room. Walking quietly over to the wall and peaking through, I noticed Josh sitting on a kitchen chair with Jen on top facing him; she was rocking back and forth while josh sucked her small round tit while fondling the other. They were across the room with Jen’s back to me, I could see her tight little ass and hourglass figure. She was really jumping hard on his dick while moaning and talking dirty to him.
        She pushed down and squeezed her body up tight against his in a passionate hug as her body convulsed from the orgasms. Jen then got up and stood in front of him with her ass directly facing me. She was standing up looking between her legs and laughing at the condom that was now hanging out of her pussy. She reached in and pulled it out waving it in front of Josh, she then turned it inside out and sucked all the juice out of it and threw it into the trash.

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       I knew at that moment that I definitely had to get this girl alone and desperate enough to screw me like that. They sat there for a few minutes more talking and then just laid on the couch naked together, which is where I exited before I got caught.
      That night I tried to think of a way to get Jen alone without Josh, but that would never happen. On the upside I now know Sharon wants me and she definitely wants my dick, This is going to be a great winter in the basement.
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