Kat stared at my small-sized cock with amusement. I was a grower, not a shower, especially just getting out of the icy water at the quarry. My small balls shriveled and wrinkled when they got cold and wet. My penis was only one inch long as it was flaccid and cold.

I was already self-conscious of how small my flaccid dick was, so her accidental giggle didn't help my ego. I was a skinny sixteen-year-old redhead. Luckily for me, my pubes had finally come in fully a few months ago.

Kat had been my best friend since kindergarten. She was a year older than me but started school later as she had lived overseas until she was six. She had filled out two years ago, so now at seventeen, she was a knockout. She was also a redhead with green eyes and a beautiful lightly freckled face. Both of us were pale-skinned with scattered freckles. For girls, it was sexy, but on boys it was nerdy.

Kat and I had skipped school to go to the quarry and jump off the high cliff of about forty feet into the abandoned quarry. The quarry had filled up with ice-cold spring water after an aquifer was dug into.

We were straight-laced and innocent. One night while studying, we decided to do something daring. We came up with skipping school and jumping into the quarry from dead man's leap. Rumors say the quarry has no bottom and that many teens drowned there, and no one ever found them.

Kat and I climbed to the top of the cliff, and we timidly looked over the edge at the icy water below. "I don't think I can do it, Kat," I said. Both of us looked visibly shaken.

Kat replied in a hesitant voice, "Come on, Mac, don't be a pussy. We came all this way." She didn't want to do it either, and was hoping I'd chicken out.

"Oh, okay," I stammered. I sat on a rock and took my sneakers and socks off. I pulled my polo shirt off and crossed my arms over my chest. I was self-conscious about Kat seeing my flat chest and skinny arms. Kat kicked off her tennis shoes and rolled off her socks. She turned her back to me as she unbuttoned her blouse and tossed it on top of her shoes.

Kat slowly turned to face me. She had on a thin gold bra that barely covered her large breasts. This was the most I had seen of her boobs. The bra barely covered her areolas. "What are you looking at, perv?" she yelled. I glanced away, and she laughed, "I'm just messing with you. Let's take our jeans off."

I unbuckled my belt and unsnapped my jeans. My fingers slowly pushed the zipper down. I opened a new pack of Fruit of the Loom tighty whities this morning. I wanted to make sure my briefs didn't have skid marks. I slid my jeans down over my skinny ass and down my birdlike legs. I tossed them onto the pile of my other stuff.

Kat stared at my minor bump in the front for a moment before she slid her jeans off. She had matching gold panties that had ridden up her butt crack. She had beautiful round ass cheeks. She turned red as she saw me staring at her camel toe. She adjusted her panties, so they covered her properly.

She placed her long red hair behind her ears as we held hands and stepped to the edge. Her hand felt warm and soft in my hand. I felt a little twitch in my penis.

We screamed as we leapt off the edge and plummeted down toward the water. It hurt as our feet slammed into the water. We went under ten feet or so, and the icy water bit into our skin. Kat and I hugged and laughed when we surfaced. We were so proud that we did something stupid and daring.

We found a flat spot to climb out. When I stood up and turned to help Kat out, I saw she had lost her bra. I couldn't look away. Her tits were perfectly round with pink puffy areolas. Her nipples were dark pink, stiff from the cold water.

Kat didn't notice me staring as I had lost my underwear somewhere in the water. So she was staring at my small cock, and I was staring at her large tits.

Kat was curious as she slowly reached for my cock. The tropical sun warmed us up fast, and my balls loosened up some and started hanging normally. She let out a slight moan as her warm hand encased my cock. She looked into my blue eyes and smiled. She felt me growing in her hand. I cupped her heavy breasts in my hands and ran my thumbs over her nipples. Kat moaned a little louder as I squeezed her breasts.

She studied my growing cock. She tugged it slowly, making it grow harder and longer. My tiny, soft dick grew into a thicker, hard five-inch cock, amazing her. The foreskin had stretched out so it no longer hid my mushroom head. I've seen other boys in the locker room. I was bigger than some and much smaller than some.

I have masturbated many times, but Kat is the only other person to hold my boner. She bent down to get a closer look. There was pre-cum dripping out the end. Kat looked up at me and asked, "Can I taste it?" I nodded in reply.

To my disappointment, she took her finger and wiped the pre-cum and then licked her fingers. She smacked her lips as she was analyzing the taste. She smirked at me as I was shaking. Her lips spread over the head of my cock, and her warm mouth took me fully in. I knew being only five inches wasn't a great feat to take in. Her tongue moved around my shaft. It was the best sensation that I had ever experienced. She bobbed her head up and down my cock a few times then pulled off.

"That's enough of that," she declared. She turned her back to me and pushed her panties down. She tossed them onto a bush and faced me. She had trimmed her fiery red bush into a triangle. She grabbed my hand and spread her legs. Kat placed my palm over her mons. I could feel the heat raging from her pussy. She used her hand to guide my fingers where she wanted them and needed them.

My two fingers slid between her fuzzy outer folds into her wet entrance. She moved my fingers to where she wanted me to rub. She moaned as she made me rub her deeper and faster. Kat was panting heavily as she pulled my fingers out and had me rub up her slit until she pushed them down hard on her pea-sized button. I rubbed her button up and down and around and around. Kat shuddered, and she let out a loud gasp. Sticky juice splashed onto the dried leaves below us.

She rested her head on my shoulder and pressed her pillows against my chest. My cock pressed into her belly. Kat looked at me with glassy eyes, and she bit her bottom lip. I tenderly kissed her lips, and she kissed me back. Our tongues danced together. Kat pushed me down to the ground, and we both sat naked in the weeds. "Mac, be gentle. You are my first," she whispered.

She already knew that she was going to be my first. She lay on her back and lifted her knees. Kat spread her legs and looked at me with needy eyes. Her pussy lips opened up, and I gazed at what I still consider the perfect pink entrance. Her sexual aroma made me harder and made me bolder. I knelt between her legs, and she guided my cock head between her folds to her entrance.

I slowly pushed forward, and my cock sank into warm bliss. I will never forget the feeling of Kat's velvety walls taking me in. Kat jumped and whimpered as I broke her hymen. I stayed still with only a few inches deep until she recovered enough for me to continue. Though we were silent, our bodies seemed to act as one, and they knew what to do. I buried my cock completely in her warm pussy. Our hips slowly moved in unison as we fucked each other.

As much as we cared or loved each other as friends, this was a pure sexual experience with those who trusted each other. It wasn't out of passion, lust or true love; it was our rite of passage into becoming young adults.

Kat was panting hard, and we were furiously fucking. Our skin was slapping together; her tits were bouncing in circles. I felt her entire body spasm as she let out a scream. Her tight, wet pussy clenched down on my cock. That was all I could take as my sperm shot into her pussy. I was grunting as I kept pounding her as she milked every drop from me.

We were lying on our backs with the sun beating down on our pale skin. She kissed me on the cheek. "You fucked me pretty damn good, Mac," she said.

I replied, "You did damn good yourself."

Kat smiled and said, "Yeah, I know I did."