Casey and I went to the change rooms like we did every Friday ,but when we got there we saw a big sign written on a piece of paper with magic marker that swim class had been canceled I asked one of the girls what happen and she told me that the coach Mrs. Harris had to go home sick.

"What do we do?” I asked Casey

"I don’t know, we have an hour before my mom comes and picks us up,” she said looking puzzled, "she continued why we don’t head over to Derek’s house he lives close by.”

"I don’t want to hang out here for an hour,” I said agreeing to go.

We started walking to his place and Casey couldn’t help herself and she started to tell me what to do with my new boyfriend, even though she just started dating three months before me she had been acting like she was some sort of expert. "You should do totally do him,” she bluntly stated

"No Casey I am only sixteen,” I replied to her absurd suggestion

"So what I am only sixteen too and I have already fucked Mark and given him head.”

She had been boasting about it ever since she lost her virginity, I kind of wanted to fuck Derek just to shut her up about it. The only sexual experience I had was with Casey, the time we masturbated together at her house that weekend. I still think of her rubbing her self when I masturbate at night ,her small breast bouncing as she rubbed her self ,her thin frame ,her light skin and her blond pubes all now just memories. I hoped we would continue exploring but Casey fell in love with Mark and I soon started dating Derek A friend of Marks.

We got to Derek’s house and knocked on the door, when Derek answered the door, he was in his boxers and wearing a black shirt.

Derek was tall and thin; he had shaggy brown hair, pale skin and wore glasses.

He was a bit of a dork but I think he looked really cute in a nerdy kind of way and he was always respectful to me which I admired about him.

"What you doing here,” he said shocked

"Swim class is cancelled so when wanted to see if we could crash here for a bit,” I replied

"Sure but stay in my bedroom in case my parents get home.”

He let us in and as he did he hugged Casey and greeted me with a kiss.

We all want to chill in his room. It was a typical teenager’s room full of posters of sports stars and semi naked women, it had clothes all over the floor and it smelt a bit funky. We chatted for a bit till Casey started playing on Derek’s computer, so Derek and I started making out.

His hands started to feel me all over like never before, then again we always use to meet in public places and now he had me for the first time alone beside Casey being in the room, which he paid little attention to.

I moved on top of him and we made out passionately, I started grinding on his cock it felt really big and hard, it pressed against my mound, I was swearing a short checkered school skirt and I started to get really wet.

I climbed off him and tried to cool down a bit.

Derek leaned up and kissed my neck his hand reach below my school skirt I was wearing my swim suit underneath as I had thought I was going to have practice. As he tried to move my costume aside I could feel his finger get close to my lips but the costume was too tight and he had no room. I moved his hand away and stopped for a second to think. Casey turned and looked at me and said don’t stop on my account I am just playing on the computer, and she turned back to what she was doing.

I knew that she loved the whole thing; she loved being a tease and loved everything to do with sex.

"I turned to Derek and explain, I have my swim suit on and it will be a bitch to take off, let just focus on you and you can do me next time.”

"Ok he replied.”

I was really horny and wasn’t about to let things end there, I didn’t care Casey was in the room and being a foolish teenager I kind of wanted to prove to here I had what it takes.

I started to rub on Derek’s cock, it pressed hard against the cotton of his boxers.

He then took his boxers off and lay back on his bed.

My eyes stared at his genitals absorbing ever detail, it was the first penis I had seen up close, it was about eighteen centimeters long, it was thick and his head had been circumcised. His balls where small probably because of his erection and they where covered in brown pubes, I moved my self between his legs and lay on my stomach. I grabbed his cock with my right hand and started to stoke it.

His penis had a strong smell, it smelled of precum and man.

My heart was racing I couldn’t believe what I was doing; I felt a rush through my body. Precum started to drip out his head, so I moved my hand up and rubbed it over his head and the rest of his cock.

Derek leaned up and held me by the back of my head and push it down gently, I took the hint and made my way down closer.

I then open my mouth and took him in, first his head then a bit of his shaft.

I started to stroke his cock with my lips and massage his head with my moist tongue and palate; I tried to use a lot of spit to lubricate his cock. He then pushed my head down I went a little more then half way down and I gagged and had to come up ,my tongue rolled over his head ,while my hand jacked him off.

I looked up to look at Derek’s face, he looked like he was enjoying himself but I soon noticed he was looking over at Casey.

I had forgotten she was in the same room suddenly I was very turned on, I then turned my gaze and saw that Casey was looking at us through the reflection of the computer screen and that what Derek had been looking at. I did not feel angry it just got me hotter.

I worked his cock in my mouth playing around with it for I don’t know how long until he then let out a moan and his body started to jerk, warm cum came rushing into my mouth, I tried to swallow as much of it as I could, it tasted salty but bearable.

I couldn’t swallow any more and had to come up for air, he continued to cum on his chest and balls. Derek got up and rushed to the bathroom to clean him self up.

Almost instantly Casey swung around the chair with a big grin on her face, you slut! She said with an evil grin on her face, she came over to the bed and sat next to me.

"So how was it?” She asked.

"Um I don’t know I am still in shock, I can’t believe I just did that,” I replied.

"Hmm I wonder how Derek taste likes,” Casey said to her self out loud.

It then got really silent and suddenly she leaned over and kissed me.

I didn’t know what to do. I just took it and kissed her back. Her tongue ravaged my mouth.

She broke off the kiss and then muttered the words "taste good.”

Just then Derek walked back into the room his cock dangling between his legs, Casey and I both turned to look at him. He blushed and ran out the room.

Casey and I turned to look at each other and we both just started laughing.