I was in my neighbors kitchen near 1 am getting ice for my water, ready to go to sleep. I was a little surprised when Carley said “Hey.” She must have heard me and walked on cats paws to find me because I hadn’t heard her coming. “Can’t sleep?” She glanced at me top to toes. “I’m okay. You?” “Yea, just getting some icy water to take to bed.” She grinned and it looked mischievous to me. “What are you grinning about?” She pointed without a word. I looked. I wasn’t worried or embarrassed that I was in just my boxers and a t-shirt, Carley had seen me in less over the years; my d*** hanging out of the pee slit was a different story. “Well hello there!” I said. “Ha!!” Carley blurted out in a loud “Ha!” In the spur of the moment I wagged it and pulled on it a little; then I aimed it at my face, then at Carley in turn saying, “Hi Sam! Hi Carley!, well goodnight!” She giggled, putting her hand over her mouth watching me put myself away. “That was funny!” She said still giggling. “You know?… I’ve never seen a real guy before.” She was more serious. “Well your only 12.” I said turning to fill my glass. “I would be surprised if you had.” She looked shy, and a little embarrassed. We had barely touched on the guys and gals thing in the few years we had known each other. “I um… I didn’t really even see you just then.” She turned and switched on the overhead lights. “I aaa, would you be my friend for real and let me see it?” She was usually pretty open and honestly direct with what was on her mind. With her and most people I was the same way. “I already am your friend for real Carley.” “Oh! um yea I know, sorry I just ment oh you know what I ment.” “I know.” Grinning. ” If you can promise me that you won’t tell anyone ever. I might let you see me and learn a little so you don’t have to find out with an immature boy or some old man pervert.” She smiled brightly. Walking closer to her I turned off the lights. “Not here in the kitchen, my room or yours?” She was looking up at me. “I think that I’d be more comfortable in my room.”