This is a story about what happened when my best friend's step-sister barged in on us while we were sixty-nining in his bedroom. Of course I have to give you a little background, but if you want to skip straight to the boy(11)/boy(11)/Girl(13) sex, scroll down to the sub-heading "Caught in the act!".

My best friend was named Tommy. We had known each other since Kindergarten and became besties over the next couple of years. In age we were four months apart, almost to the day, with him being the older.

No one was going to mistake us for brothers, but we had a similar look: light brown hair that tended to loose curls when it got long (during summer) and took blonde and red highlights from exposure to the sun. Blue eyes, freckle-splashed faces, and easy tans. We were average sized for our age. At the time of this story we were a few inches shy of five feet and a few pounds shy of 80. At eleven, we were both completely smooth and years from puberty.

One way we were different was that Tommy was circumcised but I was not. Another thing was that Tommy was a shower and I was a grower. When we were soft, his cocklet was noticeably bigger than mine, but when we boned up, we were about the same size: three inches long and about as thick as a man's finger.

Tommy's dad was killed in a car wreck when we were seven. I helped him grieve in my childish way. We cried together a lot that year and became even closer friends.

His mother remarried a couple of years later, and had another baby about eight months after the marriage. Tommy's step-father was ill-tempered and strict with him. His step-sister was two years older and the very definition of a spoiled daddy's girl and a tattle-tale besides. By the time his half-brother came along, Tommy had gone from being an only child to being lost in the middle of a family that was only half his kin.

We spent the night at each other's houses often, more at mine than at his, given his step-dad's volatility. More than once I saw him peel off his belt and lay into Tommy right in front of me and whoever else happened to be on hand. Once he laid into me right after he was done with Tommy. That happened exactly once. My dad had a conversation about it with Tommy's step-dad. It wasn't that I didn't get spankings at home. In that time and place, if a boy screwed up bad enough he was going to get a spanking. But my dad always took a few minutes to compose himself so he wouldn't be tearing into me when he was boiling mad.

The upshot was that Tommy's step-dad kept his hands off me, but Tommy could get spankings from my dad. I'm sure Tommy's step-dad thought he was being the bigger man. If Tommy was going to get a spanking, he preferred it from my dad, but since the threshold for a spanking offense was a lot higher at my house, even that didn't happen very often.

I need to talk about myself for a little, because it's how Tommy and I got started messing around. My name is William. I have a brother, Michael, who is four years older than me. One day, when I was nine, I walked in on him jacking off. I didn't mean to intrude, I was just careless about knocking.

"Don't just stand there with your chin on the floor," he said. "Come in or go out, but close the damned door."

I chose to go in, and carefully closed and locked the door behind me.

We didn't share a bedroom anymore, but we weren't bashful about getting in and out of the shower and changing clothes and such, so I knew his cock had some hair at the base lately. I hadn't seen him with a boner for a couple of years, and wow! What a difference those years had made. He was every bit of five inches and it filled his fist nicely.

He told me it wasn't a big secret that he was jacking off, that all guys did it. He did want me to keep quiet about the magazine he was looking at to inform his fantasies.

"Nobody will care if you tell them I was jacking off," he said. But keep quiet about the magazine, or Mom will get really mad at me."

I wasn't about to rat him out anyway, but he offered me a favor to buy my silence, and I didn't see any reason to turn him down. He taught me how to jack-off then and there, complete with a hands-on demonstration.

He pumped a few drops of hand lotion into the tip of my foreskin, then made a circle with his thumb and forefinger and stroked me to my first orgasm. While I was still gasping in recovery, he pulled my hand over to his big teen meat.

"Now you do me," he said. "So I know you're doing it right. And don't stop until I tell you, no matter what."

I must have been a quick learner, he only told me once to squeeze tighter and once to go faster. A couple minutes later he shot out a big rope of cum that cleared the end of his dick by a good foot. Then he burbled out some more pumps of watery stuff that got all over my hand. It was only then he told me to stop.

He swore me to silence about exactly how I had learned to masturbate. Again, I wasn't going to rat him out anyway, but it was important to him so I promised. We never did anything like that again. I don't think Michael had a gay bone in his body, he just genuinely wanted to teach me how to have fun with my penis.

I wasted no time in sharing my new skill with Tommy, and of course I did tell him how I learned, but I swore him to secrecy also, so it was okay. We branched out pretty quickly, discovering new ways to give each other that amazing feeling.

Kissing, making out, licking nipples, sucking penises were all thing we were doing regularly by the time of this story. Our favorite was frotting though: both of us bare naked, rubbing our spit-slicked little boners against each other until we had our shuddering dry cums.

We mostly saved the fancy stuff for my house, in my bedroom behind a locked door. At Tommy's house, we had to be way more careful, usually restricting ourselves to reaching into the front of each other's briefs under the covers for a quick mutual jerk-off before we fell asleep.

Caught in the act!

The last time we did anything risky at Tommy's house was when his step-sister caught us. It was the week between Christmas and New Year. There was a cold rain falling, so we were stuck in the house. Tommy's mom and step-dad were both at work, so Christine was nominally in charge. In practice this meant she did a bad job of babysitting her three year old half-brother, Paul, and bickered with her step-brother whenever they crossed paths. So we stayed out of each other's way as best we could.

Tommy and I were bare naked on his bed, laying on our sides in a nice comfortable sixty-nine when Christine barged right in. There was no point in pretending she didn't see everything.

"Did you even think about knocking?" Tommy said.

"Did you even think about not sucking your boyfriend's dick?" Christine sneered. "You are so screwed! My dad is gonna blister your butt so bad you won't be able to sit down for a week."

She wasn't exaggerating, much. Welts were a fact of life for Tommy and this was sure to earn him a horrific beating.

"Can we work something out?" Tommy pleaded. "I'll do your chores for... the rest of your life?"

"Chores aren't going to cut it this time," she said. "The ass-whipping will only be the start of it. He'll ship you off to military school and you two will never see each other again."

The threat of military school was also not unheard in Tommy's house, and his homophobic father might very well follow through for something like this.

"Please don't!" I begged. "Whatever Tommy does, I'll do also."

"That's just splitting my chores, and only makes it easier," she said. "This calls for something really special..." She allowed her voice to trail off menacingly.

"Please, anything, I swear!" Tommy said.

It was clear she enjoyed us squirming and begging for mercy. She put a finger up and tapped her lips as if in deep thought for a few moments, making a show of it while we promised the moon.

"Since you boys like to put your mouths where they don't belong, I think we can work something out," she said. "I just put the brat down for his nap, so we have a good hour for the two of you to lick my pussy."

"Uggh!" Tommy said. "No way! I'll take the beating."

"I'll do it," I said quietly.

"Eww, don't!" Tommy said. "She's gross! I'll take the beating."

"But she's right," I said. "The beating is only the start. Don't you think your step-dad really would do everything he could to make sure we can't be friends anymore?"

"Listen to your little boyfriend," Christine said. "He's talking sense."

"And besides," I went on. "Once we lick her pussy, she's in trouble with us. She can't squeal then because she'll be in as much trouble as us."

"Oh, I'd be in trouble too," she said. "But nothing like you two. Don't think this makes us even. I've still got you by the balls."

"I'm only doing this for Willy," Tommy said, spitting out his words and glaring at his step-sister. "I hate you so much!"

"That just makes you licking my pussy so much better," Christine said. "Knowing that you're hating every second your face is buried in my snatch.

That was the end of the negotiations. She stripped out of her clothes and lay down on Tommy's bed with her legs spread. At least she didn't look bad. She was about five foot two and weighed maybe a hundred pounds. She had some curves and her tits were about the size of lemon halves, just starting to round out a bit. Her face wasn't bad, not that we were going to be seeing much of that.

Her pussy was lightly covered with a mixture of blonde and darker hairs. She used her hand to pull her outer lips apart, showing the pink inner folds. I went first.

She didn't smell bad, exactly, just strong. It was a musky scent, kind of like my older brother's bedroom. But where that smelled like family, she smelled like the enemy. After just a couple of minutes, she switched positions, having me lay on my back and straddling my face, looking down the length of my naked body.

"Suck your boyfriend's dick," she commanded her step-brother.

Honestly, that was the only thing that got me through it. Tommy's mouth on my little cock was like a lifeline. I even got hard again.

And that's how we went for the next hour and a half, trading places under her every time she orgasmed. Sucking each others dicks while she tried to insult us for it. She must have come half a dozen times. I wasn't exactly counting, but she made a huge production of it to rub it in. I never came and Tommy said he never did either, but it was a huge comfort to have our mouths on each other's boyhood, to take our minds off having our noses stuck in his step-sister's twat.

Finally she was satiated. She got up with no fanfare and got dressed, leaving me and Tommy with sore lips and tongues and the smell of her burned into our brains.

We got dressed ourselves and rode our bikes to my house, ignoring the rain, just wanting to get out of that place. We were soaked and chilled by the time we got there. My brother was out with friends and my parents were at work, so we had the place to ourselves. We took a hot shower together, washing our faces over and over to try to get her scent out of our nostrils. We brushed our teeth until our gums bled, trying to get the taste of her out of our mouths.

We dressed in sweatpants and sweatshirts and sat down in front of the TV, hugging each other, numb and uncaring what was showing. We whispered plans about what to do if she ratted us out, even though she was guilty as hell herself. Running away from home together seemed a reasonable plan to our eleven year old selves.

But it never came to that. Despite her claim that she had us "by the balls" she never ratted us out and never even asked for a second go. I think, spoiled daddy's princess that she was, even she realized she was in too deep to squeal.

It was about a month before Tommy and I did anything sexual with each other again, and we never laid a hand on each other at his house ever again. When we started up again, our relationship was changed. Instead of just sharing boyish orgasms, what we did was a lot more like making love.

Epilogue

We dodged the AIDS epidemic because we were monogamous. We came out as a gay couple in the early 90s. Tommy's step-father promptly disowned him, precipitating a long overdue divorce from his mother. My family, on the other hand didn't even seem surprised.

We were married in Massachusetts in late 2004. Michael, my brother, was my best man, and Paul, Tommy's half-brother was his.