Meg came over early the next morning. Sarah was still in bed so Meg went into her room to wake her. �Get up, lazy!� she giggled as Sarah rolled over.

Sarah groaned. �What time is it?�

�Time for you to wake up!� Meg responded. �Come on! We�re gonna go shopping, remember? Today�s thong day!�

Sarah then remembered. She now had the money and her father was going to drop them at the mall on his way to work. She quickly dressed and ate. Dave came into the kitchen as she was finishing and Meg asked him if he was going to the mall with them before Sarah even had time to object. Much to her disappointment he agreed to go. How was she supposed to go panty shopping with him around?

Fortunately Dave met a few of his friends at the mall leaving the girls to themselves. They immediately headed for the lingerie store, chatting as they walked about their favorite subject � sex. �I wish it didn�t hurt the first time a girl did it. I�d kinda like to but I�m chicken. Becky said it hurt like hell the first time she did it,� Meg confessed.

�Aw, it�s not that bad,� Sarah answered before she even thought.

�You�ve done it? When?� Meg blurted. �With who? Dave? What was it like?�

Sarah immediately turned bright red when she realized what she had just said. �Ah� well� he said he�d lick me if I let him put it in me so I did.�

�Wow! That�s neat! It didn�t hurt that much?� Meg gushed.

Meg�s obvious approval and envy relaxed Sarah. �Na� a little at first but not after. When he licked me it was great!� Sarah responded.

�I wanna do it now! �just like you. I�ll tell him if he licks me I�ll let him do me,� Meg excitedly said. The conversation ended then as they walked into the store.

Both bought new thongs and the three met up at the bus to take them home. They sat in the back of the bus away from the other people. Meg slyly opened her bag and showed it to Dave. �Like them? If you want, we can go over my house when we get home. I�ll model them for you,� she whispered. �Sarah bought some too,� she giggled.

Of course Dave agreed. Meg then leaned over to Sarah, who hadn�t heard the conversation. �Let�s go to my house when we get home. You can leave your stuff there so your mother doesn�t find out. No one will be home.� Sarah agreed it was a good idea. �Wanna model for Dave? It�ll be fun!� Meg added.

Sarah knew what Meg was asking and naturally agreed. They had reached the bus stop and the three exited the bus and quickly went to Meg�s house. Dave was a little nervous as Meg led the group to her room. He had never been in a girl�s room, except for Sarah�s, and had no idea what to expect. The room was typical of any 13 year old girl�s room but was a strange place for a boy like Dave. Timidly he sat down on her bed.

�We can use my bathroom as a changing room. You wait here, Dave,� Meg instructed as she grabbed Sarah�s arm and pulled her toward the bathroom. As soon as Meg pushed the door closed, her pants hit the floor followed by her panties. �Hurry up and put something on,� Meg urged.

Sarah dropped her pants and panties, and then pulled a thong from her bag. �All set,� she remarked without looking up.

�Duh!� Meg answered. Sarah looked up and saw Meg standing with just a thong on and nothing else. Sarah still had her top and a bra on. �Since when do lingerie models wear tee shirts? You look dumb!� Meg scolded.

Sarah hadn�t expected to strip down to her panties. It wasn�t that Dave hadn�t seen her before though. She actually liked being seen but couldn�t confess that to anyone; even Meg. Quickly she pulled her top off followed by her bra. Meg smiled and opened the door, stepping back into her bedroom with Sarah following her.

As she walked into the bedroom, Sarah felt that familiar tingle in her pussy she got every time she �exposed� herself to a boy. She could feel her nipples harden and poke out. When she looked at Dave, she smiled. She could see his pants tent up as his cock stiffened. �Wow!� he exclaimed breathlessly.

�Like �em?� Meg giggled. Dave didn�t answer but the grin on his face indicated he did like what he saw. �Wanna see another pair?� Meg asked as she pulled her purchases from a bag Sarah hadn�t noticed her carrying. �Which ones?� Meg asked as she held up three more thongs.

�The white one,� Dave answered. He had picked a very sheer white pair. Sarah expected Meg to go back into the bathroom and change but instead she dropped the thong she was wearing to her ankles and stepped out of it. Slowly she put the white one on. �Doesn�t cover much, does it,� she commented. The thong, in addition to being so sheer it was almost invisible, was also very low cut in the front. Dave�s pants showed he obviously approved.

Sarah could feel her pussy getting wet. Having Dave look at her excited her plus the thong, with its thin back strap made her feel naked. She had worried about how it would feel but found it was very comfortable and that �naked� feeling made it feel even better to her.

�Sarah told me you licked her,� Meg said softly to Dave. He shifted nervously wondering exactly what Sarah had told her. �She said you licked her and she let you fuck her. I�ll let you do me too if you lick me�� A smile formed on Dave�s face again. �You gotta take your clothes off too,� Meg added.

Dave wasted no time complying with her wishes. His pants were undone by the time his feet touched the floor. In a matter of seconds he was completely naked. His cock was rock hard and stood out proudly pointing at the ceiling. Meg pushed her thong down and stepped out of it. She smiled at Dave then walked around him to the bed. Slowly she crawled onto it and sprawled out on her back, opening her legs.

Sarah watched as the naked boy crawled onto the bed and knelt between her legs. For a moment he just stared at Meg�s pussy as she watched him in anticipation. He then slowly bent down.

Meg too was watching. Dave was kneeling between her outstretched legs. His cock was standing proud between his legs. She had seen it before but somehow this time was different. She would not only see it, she'd soon feel it inside of her. That thought made him appear a little bigger this time. She just hoped what Sarah had told her about being licked was true. It had better be the "best thing in the world" if she was to let him put his monster into her young body.

It almost seemed like slow motion to Meg as Dave bent down. She had propped herself up on her elbows and watched him move his face toward her pussy. She couldn't stop the blush that came over her face. No one had ever been that close to her slit before. His hair brushed her thighs and then she felt his tongue run along her slit. The sensation sent shivers along her spine. Dave wasted no time in starting to explore her neither region with his tongue. Sarah had been right. Meg gasped as Dave's tongue snaked into her hole.

She leaned back on the bed and closed her eyes. Her hips were rising every time Dave's tongue entered her. The best part was when he ran his tongue around her love button. She couldn't stop herself from lifting her ass completely off the bed and pushing her pussy into his mouth. Already she could feel a climax building. Never had this happened so quickly. Meg had completely forgotten about Sarah being there.

Sarah had moved to the end of the bed. Before her was Meg, on her back, with her legs spread. Dave was kneeling between her open legs and bent over. It was a new vision for Sarah. In the position Dave was in, his ass cheeks were slightly parted and she could see his puckered opening. She, of course, knew what assholes looked like but this was the first time she had actually "looked" at one. In a strange way, it looked kind of erotic to her.

Below that hung his balls. They, too, she had seen before but not from this angle. They gently swayed as he moved. Sarah was tempted to reach out and fondle them but changed her mind. She also noticed his cock seemed to be much longer than she had thought. The "roundness" of it could be seen even behind his balls. For the most part, his erection was hidden from view save the occasional bob it would make. She couldn't see any on Meg's pussy because Dave's head was in the way.

The whole scene was making Sarah hot. Hoping the other two wouldn't notice, she pushed her thong down to her ankles and stepped out of it. It was new and she could feel her pussy beginning to ooze. She didn't want to have to wash it even before she actually had a chance to wear it. Her hand immediately went to her pussy.

After a few more minutes of licking, Dave lifted his head. "Can I go in you now?"

Meg was suddenly filled with indecision but she had made a deal and getting licked was everything she had hoped it would be. She nodded. "Roll over," Dave said.

"No, I wanna do it like this," Meg replied.

Dave looked like he was thinking for a moment and then grabbed her legs. He gently lifted them as he pushed them forward. Meg wasn't sure what he was doing but this was something she had never done but he had so she didn't protest. As Meg's back curled, her asshole came into view. Dave couldn't let go of her legs so he tried to position his cock so he could enter her.

Meg's hands were trembling as she waited. Part of her wanted it but another part was scared to death. She could feel Dave's cock poking around. After a few moments it was obvious he was having trouble finding "the place" so Meg reached between her legs. She held her breath as she aimed him. Dave felt her and knew she was aiming him. He pushed forward.

Meg cried out as pain shot through her. Dave froze. His cock was in her pussy! "Sorry! I'll pull out!" he exclaimed.

"No!" Meg responded sharply. In a quieter voice she continued. "The first time for a girl always hurts," she explained as tears dripped down her face. "It's OK. You�re in now. Just don't move for a minute, OK?" Dave nodded and remained motionless. Meg's pussy felt like it was on fire. She had expected him to push in gently but he hadn't. It hurt but at the same time it felt nice. As the burning sensation began to diminish, the "nice" feeling started to feel better. "OK," she muttered.

Dave instinctively began to pump the girl. Although she was still very tender, his movements began to start a fire deep within her. Dave released her legs. They went forward some but Meg kept them up like they were as best as she could. The position wasn't too comfortable on her back although it felt great in her pussy and that seem to be more important now.

Sarah watched wide eyed. She could see Dave's cock moving in and out of Meg's pussy. She had felt sorry for Meg when she had cried out but now she seemed OK. Dave's pace quickened rapidly. Sarah could hear him grunting. She hadn't expected to actually watch Meg loose her virginity and wondered what it felt like to be fucked. It must have hurt to make Meg cry out but she seemed fine now. Her arms were around Dave's back and she was holding her bent legs up allowing him to fuck her so she must have liked it.

"I'm gonna cum!" Dave blurted as he pushed forward and stopped moving. It suddenly hit Sarah that Dave was actually cuming in Meg's pussy. Without even thinking, she shoved a finger into her pussy and imagined it was a cock. That triggered her own orgasm. Sarah's eyes closed as she rode the crest of her small but much needed climax. She wasn't sure how long her eyes had been closed but she reopened them, her pleasure now over, to see Dave and Meg still in the same position although Dave was beginning to stir.

As he sat up, Sarah's view was blocked. "I gotta go to the bathroom to clean up I guess," she heard Meg say. Dave moved and Sarah noticed blood around her pussy. She wanted to do something but Meg was up and in the bathroom before Sarah could move.

Dave spun around on the bed and noticed Sarah standing there. In a panic he blurted, "You won't tell, will you?"

"No, I promise I won�t say anything," Sarah grinned. She looked between his legs. His once hard cock was now just dangling limply. It still fascinated her how much a boy's cock changed after he climaxed. "We'd better get going," Sarah suggested.

"You're naked," smiled Dave, now calm enough to notice.

Sarah blushed slightly. "Yeah? Well you are too. Let's just get dressed and get going, OK?"

The two didn't say anything but dressed in silence. Both watched the other closely though and were disappointed as "interesting" parts were covered by clothes. "We're leaving now. My bag is on your bed. I'll talk to you later," Sarah shouted at the closed bathroom door. Meg acknowledged and said good bye.

Sarah walked home with Dave deep in thought. What had it felt like to actually get fucked? She wished she had the courage to talk to Dave about it but unfortunately she didn't.