A/N: I don't own anything, except my ideas.

He was sitting there staring at her. Her lovely body, silky brown hair, deep brown eyes, it turned him on as the teacher talked about English. His best friend, also the drummer in the same band, Freddy interrupted his thoughts, "Hey man stop looking at her and pay attention." Freddy laughed at the thought of actually paying attention.

The bell rang and the class rushed out. Freddy, Summer, Tomika, Marta, Alicia, Zack and Katie were walking to their houses, since there was no practice on account Dewey was out of town. "SO what are you all doing tonight?" Freddy asked. Every one looked at each other. "We're having a girls night, us five and Elani and Michelle." Summer said. The boys just looked at each other, like what were they supposed to do. "So what are we supposed to do? Have a boy's night? With three boys?" Freddy said referring to Lawrence Zack and himself. Freddy and Zack rarely hung out with the other boys that were part of the band, they hung out with Larry on occasion. "Yeah, just go to the arcade or do whatever 13 year old boys do." Katie suggested. "Talk about girls probably!" Marta added. All the girls laughed. One by one they all entered their houses. Zack went over to Freddy's and they called Larry to see what he was doing.

"Oh thank you guys for inviting me but I'm afraid that I can't sorry." Zack heard on the other side of the phone. Zack hung up the phone, "He said he can come over." Freddy didn't seem to care. They went down to Freddy's basement to jam, but before they got there Zack brought up the subject of girls. "Hey man do you like anyone?" Freddy stared at him confused. "Where did that come from?" he asked. Zack shrugged and replied, " I dunno, just trying to make some convo." They walked over and sat down on the big coach in the basement. "I don't really like anyone, but i think Michelle is cute." He blushed and Zack chuckled. "What about Katie?" Zack said nervously. Freddy replied, "Heck yeah. But I--Why, do YOU like her?" Zack turned away. "YOU DO, don't you??" Freddy pushed. "Yeah I can't stop thinking about her, this has never happened to me before." They talked and discovered that neither Freddy nor Zack has ever had a girlfriend, and never had kissed a girl. "So, are you gonna ask her out?" Zack shrugged. "I dunno, I don't think I'm ready to have a girlfriend. I just think I should become better friends with her." The subject quickly changed, though the change was minimal. "Have you started puberty yet?" Freddy asked eagerly. Zack looked surprised. "Yeah...but I'm not that far in it, how about you?" "Yeah i started it like last year" he replied. "Me too" added Zack. The was a long and awkward silence. "Do uh do you ever get a boner?" nervously asked Zack. "Yeah all the time do you?" Zack shook his head 'yes'. "You ever measure?" Zack asked in return. They both never measured. After a short pause Freddy said, "I'll show you mine, if you show me yours." Zack didn't see the harm in it, since he was eager to see Freddy's (no they're not gay, all you homophobes, and i bet some time you and a friend showed yourselves) After locking the basement door, just in case, even though his parents weren't expected home until late Freddy said to pull their pants down on the count of 3. They counted to 3 and pulled their pants down. Both had little pubic hair. Both of their penises got instantly hard at the sight of someone else's penis. "They look the same size." Zack said in relief. Meanwhile Freddy was glad he wasn't smaller than Zack. He ran over to a drawer and grabbed a ruler. He put it against his erection and measured. "How big?" Zack asked. "Four and a half inches" he replied giving the ruler to Zack. Zack did the same thing. He looked carefully at the ruler "Four and half too." Freddy walked back to the drawer and put the ruler back; he grabbed 2 magazines from a different drawer. "You ever masturbate?" He asked walking back over. "Jack off? Once, you?" Zack replied. "Just once" He handed him a magazine and both naked 13 year olds sat on the couch. Zack flipped through the pages of the erotic magazine and settled on a picture of a naked girl sitting down. Freddy looked at his magazine but realized they had no lotion. He got up and got some more. "I found this stuff one day, I guess it's my dads." Both teens got some lotion on their hands and started masturbating. The whole time Zack was thinking about Katie's budding body and wondered what she would look like naked. Freddy was moaning and saying stuff like, "Oh yeah harder" or like "Yeah baby" After about 10 minutes both boys ejaculated and then the grabbed some towels and wiped off. "That was fun." they both said. They pulled up their pants and went over to their instruments and started playing. When the were done at 8:00 Zack stated, "I wonder what the girls are doing." Freddy added, "You think they are talking about us or something like that?" They decided to give Summers house a call.