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Jilly was a cute little thing. Just 13 years old and starting to change from a young child to a young woman. She had soft brown hair that was cut sort of short and a figure that still carried a mix of baby fat and the swellings of two little breasts that held the promise of much more to come.

Billy was Jilly's best friend Mary's brother. He was 15 and Jilly thought he was just about the swellest thing ever. There were times Jilly would come over to play with Mary just to be around Billy. He was about average in height, about average in looks, but all- round above average with Jilly.

Things probably would have stayed just like that had it not been for that Saturday when she was playing with Mary along with two other girls, Billy was with his friend Steve, and Billy's and Mary's parents were away for the day at a wedding. Somehow, the six of them wound up playing "Spy Catcher". The girls were the spies and the boys were supposed to catch them.

The girls proved quite elusive and the boys had a tough time even finding, let alone catching them. Finally, the first spy was aprehended! Jilly was captured by Billy and he proceeded to take her off to the "jail", with Jilly "resisting" all the way. The "jail" was actually Billy's father's study and was furnished with a desk, bookcases, and a sofa.

When he had dragged his "suspect" to the jail, Billy pulled Jilly into the room. In the process he stumbled backward onto the sofa and wound up sitting there with Jilly sprawled face down across his lap. This was a position that Billy would have given his left nut to be in, for he had long thought that Jilly was the cutest of Mary's friends, and here he was looking down at this tight little rump clad only in Jilly's bathing suit bottoms. (As it was the middle of summer and an exceptionally warm day, Jilly had worn her bathing suit, consisting of bottoms and a loose top that came to mid-tummy, instead of her usual shorts and top.)

"You have been a very uncooperative prisoner," Billy said. "You have to behave yourself. Maybe a good spanking is what you need and you're certainly in a position to get one." Though secretly thrilled at the idea of Billy's hand on her ass, Jilly protested appro- priately and tried to squirm away. Billy had to hold Jilly down tighter, with one hand on her back and the other on her thigh. He thought the skin of her thigh was just the greatest thing he had ever felt.

The idea of having a girl here, with him, and to be actually touching her was as exciting as hell for him. As his hand sort of slid over her thigh, Billy's cock decided that it too would make itself known. Jilly loved the feel of Billy's hand running up the back of her leg, and was getting a bit turned on by that, when she suddenly began to feel something hard pressing up into her stomach. Now Jilly's older sister had long ago told her about boys and about hard-ons and the ones some of her boyfriends had gotten, but this was her first honest-to-god experience with one of her own.

"Ok, now you're going to get it," Billy said as he brought he hand down on Jilly's rump. The movement, which could not even have been called a blow, just brought Billy's hand to the spot where he wanted it. His hand just rested there for a moment as Billy felt the heat of Jilly's butt radiating through her swimwear bottoms, and the tight little cheeks contained within.

The feel of her butt crack under his hand was the most incredible thing he had ever experienced. "You have to stop that!" Jilly cried, but she made no motion to move his hand from her bottom. And why should she! She loved it!

The idea of Billy touching her butt, of feeling him now sort of slowly sliding his hand over her butt cheeks and actually down the crack of her ass was turning her on tremendously. And the pecker throbbing beneath her belly!

But the 'little girl need to preserve ones honor" urge suddenly intruded and Jilly jumped off of Billy's lap and made for the door. Billy surged after her and tried to grab her, but instead of grabbing Jilly what he got was the edge of her bathing suit bottoms. Billy and Jilly fell to the floor as Jilly's lower covering came sliding down her legs to her knees. Now she was lying face down on the floor with her pants half off and Billy lying half next, half on top, of her.

The sight of Jilly's butt right in front of him both shocked him briefly and excited him tremendously. His cock began to hurt it was so hard (the fact that it was trapped in his briefs didn't help much). Jilly looked back at Billy and started to reach down to pull her pants back up. Billy reached out and touched her hand and said, "Please don't. I've never seen a girl so close. Please let me look at you."

Jilly paused and reflected, and while she did Billy took advantage of the situation to reach down and rest his hand on Jilly's now naked little butt. Around the edges of her cheeks his hand moved, then down over the crack and over the tops of her thighs, and then back again. Billy was lost in the moment, and for Jilly it felt just so damned nice that she wouldn't mind if he did that forever. "But what about the others?", Jilly asked. "I have an idea.", Billy said. He stood up and took her hand helping her to her feet as she slipped her pants back up. "Come with me," he said, and to- gether they went upstairs to Billy's bedroom.

"In here," he said as he brought her into the walk-in closet of his bedroom. As he closed the door behind them, he reached around and pulled an overstuffed chair in front of the door. "No one will think we're in here with that chair there.", Billy said as he turned and looked at Jilly. They both knew that they wanted to continue what had been started downstairs, but neither knew quite how to begin it. Billy reached out and lightly ran his fingers over Jilly's bare arm. She trembled slightly as the goosebumps generated by his touch raced over her. Billy moved his hand up to Jilly's shoulder and began to ease the strap of her bathing suit top off her shoulder. "No fairs just me!" she said and took a step backward.

Billy nodded and bent over and pulled off his sneakers and socks. Jilly just kicked away her sandles. He pulled off his tee shirt. As he did, Jilly slipped out of her suit top. They stood there for a moment admir- ing each other's topless state when Jilly's eyes lowered to Billy's jeans. The bulge in the front was huge and Jilly was both nervous and curious. Billy figured that the only way he could get to see the rest of Jilly was to get naked himself, so he slipped his jeans down. Now his cock could spring free without restraint and the resulting tent in his briefs amazed Jilly.

She stood there shocked into frozen amazement when something even more incredible happened. Billy pulled his briefs down and stepped out of them, standing be- fore her completely nude. Jilly didn't know what to think. Right in front of her was the most beautiful, and yet oddest, thing she had ever seen. Billy's cock was sticking a good six inches out of a mat of dark black hair. The head of his cock was covered by his foreskin and his balls hung slightly below his cock. Jilly decided it was GREAT!

'You too.", Billy said and snapped Jilly out of her stupor. She looked at him and hooked her thumbs into the waistband of her bathing suit bottoms. Down they slid, over her hips, down her thighs, and down her legs, until they were just a puddle at her feet. Jilly stepped out of her pants and stood there naked in front of Billy. As incredible as Jilly had found Billy's nude form, Billy found Jilly twice so! Her breasts were just beginning their swelling to womanhood and stood proudly on her chest. Two little cupcakes topped by hard, protruding pink nipples. Her soft little twat was just growing its protective covering of fur and was still this slightly swollen mound, sparsely covered with soft down, with a moist, tight little furrow slit through it.

They stepped towards each other, reaching out and touching the virginal flesh that each was offering the other. One of Billy hands traced slowly over Jilly's nipples while his other slid down her stomach and cup- ped her pussy in his palm. Jilly wrapped her hand around Billy's cock and gently stroked it, and her other hand slipped lower and her fingertips lightly caressed Billy's balls. Though it couldn't have been for more that a few minutes, this was an eternity for both of them. Time was not something that affected them. They touched and caressed each other, occasionally looking at each other eyes, but mostly looking at the wonder that was the other's body.

Finally Billy slid his hands around Jilly's hips and gently pulled her to him. They kissed gently, their lips, then their tongues exploring and caressing. Each slid their hands over each others back and down to cup the other's butt. As they did their bodies squirmed together sliding naked flesh over naked flesh. Billy's throbbing big erection slid around against Jilly's belly, then suddenly popped between her legs and rested up tight against her slit.

Jilly's head flopped back and she moaned with pleasure as this hot and incredibly hard, yet incredibly velvety, penis rubbed over the never-before-touched lips of her pussy. She began to hunch herself back and forth over the rigid prong that seemed to lift her right off her feet, faster and faster until she sud- denly scrunched her hips and ground her clitoris against Billy's rock hard cock. Orgasmic sparks flashed before her eyes as wave after wave of the most perfectly wonderful good feeling rushed through her pussy and over her whole body. She clamped her legs against Billy penis and suddenly he too was coming. Thick white shots of cum blasted out of his cock, spraying her thighs and the cheeks of Jilly's butt, but mostly covering the floor behind them. They stood there holding each other tightly, as much for support after their mind-numbing orgasms as out of desire to let the moment last. Finally, they slipped apart and looked at each other.

"Wow," came simultaneously from each of them and they laughed. "I guess we'd better find the others before they find us," Jilly said and Billy nodded. They both dressed slowly, glancing at each other and smiling the whole time. As they prepared to leave, Billy took Jilly's hand and said, "I hope we can do this again", and Jilly smilled and nodded.

They did.


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