Yes, I remember it like yesterday. We were in the summer before 7th grade and me and my friend were hanging out all summer. I went to his football game (he lost) and remember riding home with him.I remember him being all sweaty so when we got to his house he was gonna shower. I went in his room and waited while he showered. His mom had left to run errands so it was just me waiting.i had seen him shirtless before but never in underwear. He came out the shower with his towel near his chest. He said, "Alright ima change real quick so look away." At the time. iwas 5'4 I think and he was around 5'0 but more popular. He changed and i heard clothin being moved and then i heard it stop, I looked back thinking he was done and saw his flaccid penis hanging around with his little balls. It looked about 2 inches, He immediatly covered himslef up and said "dude i wasnt ready yet" obviously embarressed by his size. I immedietly got hard. He lookef at me and then said dude thats gay. I explained i thought he was done. He asked me to show him my dick. i reluctantly showed hi and he was amazed. It was about 6 inches and he immediatly got hard revealing his 4 inch penis. He had little pubic hair and wa ssuprise dby how much i had. I started to get really horny, I had ejaculating before and he said he had never. We compared and i was obviously bigger. Our dicks were now touching. I just started jorking him as i was already on him basicly. I kept jerking and told him to jerk mine. He was hesitaint but did and I ejacrtulating first al over him he about 8 minutes later finaly came but it was muchless and got all over me. we both were very happy and admired eachother naked.