Jennifer and Tim ---------------- She had somewhat of an obsession with her breasts. Being 16 probably had something to do with it. Being surrounded by other beautiful girls in school who were filling out and maturing into young women, that probably contributed to it also. I should say it was really her perceived LACK of breasts that bothered her. My having been friends with her from age eight it was pretty easy to tell when she didn't have breasts and when puberty started to kick in for her. When we were younger her being a girl didn't bother us guys having her run around with us, ride bikes together, do a lot of tomboyish things like wrestle each other, play football, pretty rough stuff. Years went by. Then one day I noticed the small nubs of her chest start to protrude noticeably under her shirt. I made some silly tease about it with her and she blushed and tried to run away. Eventually my teasing caused her to hit me in the chest. Wow! that girl could sure pack a punch. I stopped teasing her after that. But then I noticed that they stopped growing. She noticed it too but didn't want to bring up the subject with me. They remained like small little mounds that could fit nicely in the palm of one's hand. Up to this point in our lives I really never noticed her as a "girl", but I was becoming more and more interested in her physical development as time went on. Again more years passed. Her breasts remained unchanged but she developed in other ways just as equally eye-catching. We both entered high school around that time and it was at that period in my life that I really began to take notice of her. Her hair became a golden brown and slightly wavy; it fell around her shoulders quite nicely. Her eyes were very clear, almost translucent. And she had a smile that could melt butter. These things were all just starting to move in from the periphery of my consciousness. I was just becoming a young man. I used to love to rough-house with her; but I noticed that our moments together were becoming much more gentle. One day she brought up the subject. "Tim?" she asked. "Yes?" I replied. "I, um, do you think I'm pretty?" I pondered this for a long while and then I looked up into her face to attempt to discern what she was really trying to ask me. "I think you're very pretty, Jenn." She continued, "Um, what do you think about my figure?" I felt that was permission from her to take a look at her in a way I didn't often do up to that point (out of courtesy, and embarrassment about my feelings of her). So I started looking at her up and down slowly, scrunching my face in an expression of serious appraisal. I had to admit that I liked looking at all of her. Her hips were starting to fill out. Her legs were slim and athletic. She was growing a little taller which made her posture much more erect and that made how she carried herself more attractive. "I think you have a great figure." "NO no, silly. Look at my chest! What do you think?" She wasn't wearing a bra under her shirt. I stared hard at this point (points?) and noticed the small protrusions from the flannel shirt she had tucked tightly into her jeans; she was always wearing flannel shirts since I could remember. "You're asking me about your breasts, right? They look fine." She wasn't satisfied with my answer. She started to pout. "I think they look too small." I put my arm around her shoulders and tried to comfort her. I laid down the law with her. "Look," I said, "I like you just the way you are. I don't want you to have huge knockers because I like your figure just the way it is." I was sitting rather close to her and I was getting rather warm. I had never held her that close to me before. I could even feel one of the breasts in question pressed against my chest, causing me to have a hard time breathing. My face was just a few inches from hers. She looked into my eyes and I could see deep into hers. I knew what was going to happen next...or at least I thought I did. Then she pushed me back! "Tim, I want you to have a closer look!" She started unbuttoning her shirt. I immediately started squirming where I sat. I looked around us to see if anyone could see us. We were sitting in our favorite meadow under some shade trees. Not another soul in sight. Just the sound of the breeze blowing through the meadow grasses. I looked away from her in the other direction because I was acutely embarrassed by what she was about to do. "Tim, turn around and look at me!" I tried to slowly and nonchalantly turn my head but it's not often that you're about to view the private parts of your best friend upclose. I looked at her in the face first although my neck was straining to check out the rest of her. She nodded her head as if giving approval. My eyes slowly started to travel down to her chest. Although her breasts were small, the nipples were very pink and the areolas were moderate in size. Mouth-watering was the phrase that came to mind at that moment. Her nipples were jutting out and looked like small erasers; I was dying to get one of them between my lips. Her skin was white and soft and little goosebumps started to form on it as the cool breeze flowed around us. The back of my neck was tingling and my hands were shaking a little. However, there were other parts of me that were firming up rather nicely. "So what do you think?" she asked me. She wasn't smiling (or was she?) so I wasn't sure if she was coming on to me or still persistent in getting a breast evaluation from me. So I decided to play it straight.....up to a point (so to speak). "I...I think they're beautiful. I, uh, but to tell you the truth, I really need to do a hands-on examination to ensure that I'm giving you my best judgement on this." I grinned at this expecting her to back off. She continued smiling. She arched her back to make her breasts stick out more. Jeez! I took this as a go-ahead. There were parts of me that were sticking out more also that were making it difficult for me to sit so I turned more toward her to face her directly. I reached over with both hands and began to slowly massage her wonderful flesh and run my fingers over her nipples. She closed her eyes and her breathing started to deepen. She moaned softly as my fingertips gently pinched her nipples. She opened her eyes and looking into mine she put her hand behind my head and started to draw my face closer to hers. Our lips touched each other and I began to brush mine against hers in a slow sensual circle. We kissed like that for a long while, exploring each other's mouths. I still kept my hands on her breasts, running the backs of my fingers over her nipples, squeezing her breasts gently eliciting a low moan from within her. I pushed her back slowly and bent down to kiss her breasts. Her skin against my lips and tongue were out of this world. Her body was very hot, and yet she shivered every time I ran my tongue along the valley between her two mounds. I began to run my hands along her legs and especially that warm nether region where her legs came together. She became very excited at this, the moaning becoming very loud and unrestrained. I began to massage the crotch of her jeans rather forcefully through the material. I could feel the dampness and the heat. I wanted her so badly. And then we both heard a noise and Jenn scrambled to cover herself with her shirt. However, it turned out to only be a deer entering the meadow to do some grazing. We both looked at each other and laughed in relief. I started to move back toward her to continue what we were doing but I could tell there was a different look in her eyes; the haze of sensuality was gone. "Tim, I can't do this. It's not right." I could feel my erection starting to flag. "What's not right? I love you and care about you. You're the only person I've ever really cared about. I don't understand what the problem is." "I don't feel good about myself, I feel too self-conscious. And while this is a very nice distraction from that, it still doesn't address the issue. And in the morning I will still feel the same way about myself. Us getting involved right now would make this even more complex. I'm sorry..." Her voice trailed off. She started to put her flannel shirt back on. I stood up because my balls were beginning to ache like crazy. "Jenn, you're wrong. See yourself through other people's eyes; see yourself through how I see you. And what I see is very beautiful..." She smiled at this comment. She was tucking her shirttails into her jeans and I was momentarily distracted by how nicely the shirt pressed against her body. "Your boobs are only part of you. The total package is what counts, and your package is very attractive." I took in a deep breath at that moment to emphasize the point. "You're so sweet," she said. She stood up and gave me a peck on the cheek. "But I need to do some more adjusting to all this right now." She started to brush the stickers off her fanny. "Do you need any help doing that?" I smiled sheepishly. She shot me back a sarcastic pout and stuck her tongue out at me. I started chasing her around the meadow trying to pinch her butt. After that episode I made some half-hearted attempts to bring up the subject again, but she would cut me off or change the subject. My ardor for her hadn't diminished at all and I found myself doing a lot of day-dreaming about her. Time seemed to pass slowly as it does in the middle of a school year. Then spring came and things started blooming and the smell of fresh flowers and grasses were in the air. There was lots of sports to participate in. I was doing a lot of football and basketball. I was always bone-tired, but I loved every minute of it. Besides the flowers, other things were blooming, too. Jenn started to fill out. She grew a little taller, her hips finished filling out and they were very curvaceous. But I guess this only served to make her more self-conscious about her chest development; it only seemed to emphasize that the upper part of her wasn't keeping pace with the bottom part of her. I figured as much because she dropped out of the varsity swim team and gave me a weak excuse as to why she did it. But like all things that must take their own time in life, Jenn's breasts had their own schedule. And during the spring quarter her breasts finally began to develop to their "full" potential. I noticed this happening not because of the usually straining- against-the-fabric kind of signal, but the smile on Jenn's face one morning. She had this little-girl-with-a-secret smile on her face; she almost giggled for no reason when I talked with her before first-period class. Later at lunch I asked her: "Okay, so what's up? You almost seem like you're bursting to tell me something." She giggled at my question. "Yup, you could say I'm bursting alright." I was a little puzzled but then I caught on. I looked down at her chest but I couldn't tell much because her shirttails were out a little bit and it made the shirt baggy-looking. I kinda nodded downward toward her breasts. "So things are beginning to bloom again, are they?" I smiled. "Yup. It felt weird this morning taking a shower. My breasts were tender but they were definitely bigger." She smiled a big smile and looked very self-satisfied. I gave her a careful hug and congratulated her as tactfully as I could ("uh, congratulations on growing larger breasts"?). She asked me, "Do you think I should get a bra?" "Jenn, this is kinda outta my league. Couldn't you ask your mother? I thought if women didn't wear bras they would get cancer or neck strain or something." She hit me in the arm (Jeez, that stung!). "Silly, you don't get cancer from not wearing a bra. I tried on a bra when I was 12; I hated it. Felt like a harness for horses; it felt demeaning. If I get any bigger I may have to wear one, though." I responded in my usual debonair way, "If you get any bigger, I hope you DON'T wear one." I smiled my usual cheshire-cat smile and she hit me in my other arm. OUCH! She really knew how to hit. Well, like all ironies, the story didn't stop there. And neither did Jenn, as you'll find out. She continued to grow. Over the next few months up to the start of summer, she REALLY filled out. The flannel shirts stopped being baggy. She still refused to wear a bra. She also grew a little taller and had one of the most statuesque figures on campus. She also developed a killer walk, a kind of a glide like she was floating along. When she walked across the quad, every pair of male eyes was trained on her, including mine. Her breasts were very firm because they hardly jiggled. We all knew she didn't wear a bra because we could see her nipples outlined very obviously in the flannel and sometimes when she turned or walked up steps there was a slight bounce. Some of the guys had long discussions on how she kept the jiggling to a minimum with no bra. I guess there's some sort of male engineering macho thing that drives guys like us to ponder this kind of stuff. It ranks up there with collecting hand tools for no reason at all. Her growth was causing her some concern. Up to a point, it was okay. But then when her breasts started to develop into the realm of really large, she started to worry. And become real self-conscious. She confided in me that she developed her walk BECAUSE she didn't want to jiggle too much. She stopped wearing her flannel shirts tucked in to try to de-emphasize her bust. She said she even tried different bras for a few weeks but being so large now she couldn't find a bra that fit properly; the bras she tried cut into her skin and made her feel like she couldn't breathe. She was even self-conscious around other girls. She tried to be the last one into and out of gym class so other girls couldn't see her getting dressed. All in all, she seemed miserable and feeling worse off than before. When we were alone together talking she confided in me that she was worried they wouldn't stop growing. She hypothetically joked with me that she was afraid they would burst like balloons in class sometime at an embarrassing moment. Sometimes she wondered if God was punishing her for being so concerned about her looks before this all happened. "Tim, do you believe in the saying 'Be careful what you wish for because it may come true'?" I looked her in the eye and said, "Jenn, this is not your fault. My God, you have an incredible figure now, one that a lot of women would kill for. And now you seem so miserable about it. At some point you have to just accept who you are and just go on from there." She looked down. "Jeez, I've had to give up the swim team because of this. I've lost friends because they're jealous of ME; I was a lot happier before when I was jealous of THEM. I worry about people watching me, especially guys. Auigggh!! Maybe I can get an operation or something to make them smaller...." Just like in the movies I put my hand under her chin to raise her head to mine so we were looking face-to-face. "You can either shrink your breasts.....or expand your mind. Why don't we try the less painful approach first." I kissed her on the cheek. "Let's go down to the river this weekend." The river was near our meadow. I continued, "There will probably be other people there, you know..." She kinda cringed at this thought. "...but we aren't going to let that scare us or spoil our fun, are we?" I shook my head and used my hand to guide her head in a similar motion. She started laughing. "Okay, okay," she said. "I'll go." The weekend arrived with clear warm weather. I drove by Jenn's place to pick her up. She was wearing her usual flannel shirt over her suit so all I could see of her were her shapely long legs. She jumped in the car with her bag. I looked her in the eye, then I looked at the flannel shirt covering her body. She saw me do this, shrugged her shoulders and said, "You'll have to wait." I smiled and drove on. We parked the car and walked to the sandbank that served as the beach. I saw some other people from our school there and some buddies of mine from the football team. People kinda stopped what they were doing for a moment when they saw that Jenn was with me. There's some sort of morbid prurient interest in what other people look like with most of their clothes off. I'm sure the curiosity level about Jenn was quite high. We laid out our blanket and sat down on it. I took off my jacket and started applying sunblock to my arms. Jenn had her sunglasses on but from the look of her brow I could tell she was trying to muster some courage to take off her flannel shirt. She slowly started unbuttoning it. I noticed this and tried to look in the other direction as if this weren't an important act she was doing. I could feel other people staring at us, at her, although people still continued to splash around and sun themselves and play as normal. Jeez, I was getting as paranoid as Jenn was, and they aren't even my breasts! She took off her shirt and laid it next to her. I snuck a peek in her direction and my jaw dropped. She was wearing a white high-cut low-cut bikini that didn't leave much to the imagination. Wow! My throat went dry and then I remembered to close my mouth. I squirted sunblock into my palm but I wasn't paying attention and it went through my fingers onto my thigh. Jenn noticed this. "So, Tim, do you think this outfit is a little too....revealing?" SHE was smiling a cheshire-cat smile. She then reached over and started spreading the sunblock squirt around on my leg with her finger in a slow lazy movement. The symbolism of a feminine hand spreading creamy stuff on my leg was not lost on my teenaged imagination. I was getting this stiffening feeling in my trunks and I started to worry about how I was going to hide it. I reluctantly moved her hand away. She started to rub the sunblock on her finger along her arm. I was hypnotized by how she looked. Contrary to what she had been telling me, her breasts were large but not the bowling balls she was characterizing them as. They were nicely globe-shaped. The pinkness of her nipples were barely covered by the swimsuit but even then they were sticking out rather noticeably through the material. The rest of her looked great also. It looked like she already had a slight tan and I wondered if she had been working on it in preparation for today. She grabbed her bottle of sunblock and started spreading some on her legs. I loved the way the sun reflected off of them making them shiny and smooth-looking. She massaged the sunblock into her thigh and did it with an apparent nonchalance that I found erotic; as if she were in her own world and I was spying on her. She rubbed some on the rest of her body and every so often I tried to look in other directions so as to have my interest not appear too obvious. She then laid back to catch some rays. And I did the same. We went swimming later on in the day when it got hotter. We splashed each other and dunked each other and played around like we had done when we were kids. It was a great feeling. It was fun. Before we got out of the water, Jenn developed this mischievious look on her face. She reached down underwater and gave my cock a small rub through my trunks. It felt like a bolt of warm electricity going up my spine. I was aroused but more so surprised. She winked at me and swam toward shore. I was little erect at this point and had to wait until this subsided before I could get out of the water. I watched her walk toward our blanket and marvelled at her anatomy. I could mention at this point how great her backside looked as it undulated rhythmically under the thin material of her bikini bottoms. But then you'd start thinking I was making up this story or something. I was a little confused by the rub because I wasn't sure if it was a come-on or just a joke. I was hoping it was the former....but I didn't want to get my hopes up unnecessarily (or anything else for that matter). By mid-afternoon the sun was very hot and so we decided to move our blanket to the shady spot in our favorite meadow, a few hundred yards from the river. We laid out the blanket and laid next to each other. I rubbed my arm against hers, and she rubbed it back against mine. I was half-aroused by this, but the air was warm and lazy and peaceful, and I was in no rush to act on impulses I had been feeling for a long time. We both fell asleep with the sunlight filtering through the trees and falling on our skin. I awoke sometime later I don't remember when. The sun was just above the hills to the west. I was on my stomach and I felt Jenn lying on top of me. Her arms held my shoulders and her cheek was against my back. The rest of her body on mine felt warm and there was a little slickness between us as our sweat mingled together. I lifted my head slightly and around trying to get a look at her. She raised her head to look at me. In doing so she shifted slightly and I realized at that moment that she wasn't wearing the top of her swimsuit. I laid my head back down. She shifted her body around and straddled the back of one of my legs. She wasn't wearing her suit bottoms, either. I felt the softness of her pubic hair against the back of my leg and the moistness and heat just below it. This contact with her was sending wonderful messages to my cock. As she moved into position above me her nipples grazed against my back. Then she swayed her shoulders above me drawing circles on my back with her now hard and erect nipples as some sort of imaginative paintbrush on the canvas of my skin. I was becoming very aroused by this, and the hardness in my swimtrunks was becoming very uncomfortable. "MMMMmmmmmmmm, that feels real good," I said to her. She had brushed her hair downward with her hand and was also using it to draw along my back pleasurable designs she imagined. "I know it feels good, silly," she replied to me. "It feels good to me, too." "I want to turn over and watch you," I said impatiently. "Okay." She sat up on her knees and straddled both my legs. That left me enough room to turn over in place, which I did. My cock thankfully shifted upward in my trunks as I did this. I was now able to look at her above me and take in how beautiful she was. She was smiling and looking down at me coyly. Her now large breasts did add a nice touch to her figure. I reached out to hold them and run my hands under them. She shuddered as I did this. I flicked my thumbs across her nipples and she closed her eyes and sighed. I sat up and began to suck on her nipples. I ran my tongue over and under them. Jenn just moaned and arched her back. I ran my hands over her back as she did this and I felt her muscles straining and surging with energy and vitality. I wanted her so bad. She pushed me back down and told me to close my eyes. She began drawing designs on my chest with her breasts and kissing my face and neck at the same time. She also leaned forward to run her breasts over my face and neck. I was in heaven. I reached down to her pussy and began to lightly brush my fingers across it. She gasped when I first made contact with her. Eventually, I made small movements with my fingers that delicately and insistently pulled and squeezed her pussy lips and her clit. She was very, very wet. Her movements above me caused her to inadvertently brush against my cock and I was going out of my mind at this point. I really needed some relief from all this stimulation. I reached down and began to massage my cock through the material of the swimtrunks. I couldn't help but groan as I did this. "Jenn, I REALLY need to get off right now. I'm soooo horny I can't stand it anymore. Would you like to..." She looked me in the eyes and her smile disappeared. She bent her head down and shook it slowly side-to-side. "Tim, I don't have any protection with me. You didn't bring any, did you?" I shook my head no. "Damn!" she muttered under her breath. I stopped touching myself and drew her close to me to hug her. "It's okay. I can wait, we don't have to do it right now. I care about you very much." I continued to hug her, and then I got an idea. "We don't have to screw for us to get relief. We could do each other in an oral kind of way...." I smiled a broad smile, stuck my tongue out, and ran it along my lips for emphasis. "Um...," she started, "I don't know if I can handle oral sex yet...." "Well," I said, "um, how about if I touch myself and you can watch me? It's kind of a private thing but it would really turn me on to share it with you." She smiled at this. "Yes, that sounds neat." She laid on her side next to me. She propped herself up on one elbow to get a better view. I began to massage myself again and the firmness was beginning to return after the short pause. She bent down and whispered in my ear, "Take off your trunks. I really want to see what you're like." She kissed me on the cheek as she did this. I undid the drawstring of my trunks and sat up a little to pull them down over my legs. I could here Jenn catch her breath as she saw my erect cock sticking out so forcefully from my body. I'm not huge by any measure, about average actually. But from the look on Jenn's face I could tell she was pleased with what she saw. There was some pre-cum fluid already covering the head and I spread that around the shaft and started moving my hand in that ol' familiar up and down motion. I could tell Jenn was mesmerized by what I was doing. At one point she reached out to touch the fluid and brought it to her lips to taste it. "Is this semen?" she asked me. "It doesn't taste like much." I responded, "No, it's not semen. It's some kind of fluid to wash out the penis prior to coming. It's a sign that I'm highly turned on and I would love to have an orgasm." I continued to move my hand up and down my shaft. I was having a hard time (pardon the expression) keeping up with her questions and concentrating on the feelings building at the base of my cock. I moved my hand up and down in a rhythmic fisting motion for several minutes, moaning now and then when the pleasure was too much. At some point, I felt Jenn's hand on the back of mine. I stopped my hand movement. "I want to do it," she said. She laid across my chest and replaced my hand with hers. She began doing almost the same hand movements I had done on myself. It felt very pleasurable. She added other things of her own imagination that made the feelings even more intense. She would massage my balls with one hand while continuing to jerk me off with the other. At another point she just held the base of my cock still with a couple of fingers while the rest of the fingers of that hand moved over the surface of my balls-- an incredible feeling I had never experienced before. "Jenn, I, ah, I, oh jeez, that feels soooo good!" It was all too intense and I couldn't hold back much longer. I was losing track of everything except the wondrous sensations emanating from my pelvis. She then began to move her hand faster on my cock and I couldn't hold back anymore. "JENN! I'M cummming!...." and my voice trailed off into gutteral sounds and moans as I exploded in one pulsating gush after another. I clutched onto her shoulders as my whole body twitched with every pulsation. The come was going everywhere but mainly all over my stomach. I continued to geyser spurt upon spurt for what seemed like minutes. I finally came back down to earth. Jenn was still moving her hand up and down but much more slowly now. She looked back up at me and smiled with a smile of accomplishment. I crooked my finger toward her and said, "Come here." She moved up toward my face and we kissed with such an intensity. I felt a gratitude and a love for her as I had never felt before. We kissed and held each other. She started to play with the cum on my stomach-- using the palm of her hand to massage it into my skin. It tickled a little and I giggled at certain spots. She took a little pearly drop of cum on her finger and started rubbing it around in a circle on her nipple; it became instantly erect. She wetted her lips because her mouth was getting dry from starting to get turned on. I was physically spent but I was still getting aroused watching her do this. "Jenn, now it's time to satisfy you. And I'm not going to allow you to masturbate. I want to do it for you." I had her lie on her back. I moved down between her legs so that my mouth was inches from her pussy which was still visibly moist. Before I even touched it, I massaged her legs with my hands and ran my cheek along her inner thigh. I moved my hands up to play with her breasts and gently squeeze them. Her hips were moving to some mysterious erotic rhythm and she let out a sigh of pleasure as I caressed her skin. I began to lick the outside of her pussy and run my tongue along its full length. I did this rather slowly taking my time about it; I could tell it was driving her nuts. I then unexpectedly drove my tongue into her. She caught her breath and then let out a low moan as I withdrew my tongue. I did this a few more times. And then I started nibbling on her clit in earnest. She started yelling, "Oh God, that feels wonderful! Don't stop! Pleaseeee....don't stop!" Her hands were holding my head in place, forcing me to have maximum contact with her. She was almost there. "TIM, HARDER. OOOOHHHH, THAT FEELS SO GOOD. So good! Ummmm, don't stop! I...aiugggh...." Her breathing was getting very shallow and fast and she had stopped saying anything. And then, "OH GOD!! I'M COMMING!! OH JESUS!! DAMN!!!" And she shook and her muscles contracted from wave upon wave of pleasure as they rolled through her body. Her breathing was ragged and it almost sounded as if she was weeping. Her breathing became deeper and slower as she started to come down. After she had come down I looked up to watch her face. Her eyes were closed and her breathing was still attempting to return to normal. I massaged her hips and stomach. As I ran my hands over her legs, her pelvis did little uncontrollable thrusts, I guess a side-reaction to the orgasm. She opened her eyes, looked at me, and smiled. I moved up to snuggle next to her. The sun had gone down at this point and the sky was a mix of dark blue above and brilliant orange on the horizon above the hills. We could see the stars. We stayed like that for a long time, snuggled together, listening to crickets, and watching the stars turn overhead.