Melissa and I were seniors in high school. We had a history class together and she sat across and one chair up from me. She was incredibly beautiful and had the greatest looking legs. She knew it too and always wore short skirts.
I was good at history and she was not, so she asked me if I would help her study for a test. I almost fell over myself agreeing to help her.

We met in the library and I was all business. She tried to be serious at first, but I could tell she was not interested in history. She was a little flirtatious, but not a lot. We got through an hour and I felt I had helped her a little, but not as much as I could have. We agreed to meet again the next day.

This continued for about a week, and then she suggested we meet at her house after school because she couldn't make it to the library. I'm sure my face got red with the thought of going to her house. I agreed of course.
That afternoon we walked home to her house together. She lived a few blocks away from me but it wasn't too far out of the way.

She offered me a soda and we spread our books out on the coffee table and got to work. I really wanted to impress her and I thought the best way to do that was to find a way to help her get a better grade in class. But Melissa didn't seem to take it that seriously.
Meeting at her place after school became the norm and would usually last about an hour, sometimes 2. Occasionally we would kid around and flirt with each other, but we never went too far. For my part, I was falling head over heels for this girl. When I was not with her she was on my mind. When I would see her talking to other guys at school I would feel jealous. I didn't like it, but I couldn't help it.

One day we were fooling around after school and we started wrestling on the couch. I pinned her down and was hovering over her holding her wrists next to her head. She was looking at me and it occurred to me that she was waiting for me to kiss her. I did, but it was a tentative, quick little tap on the lips. She looked at me and said "what was that"?
"A kiss" I said.
"You call that a kiss?" She leaned up and kissed me back, only not quick and not tentative.

My heart was pounding in my chest and I was speechless. I didn't know what to do. She said that we better get up before her mother came home.
I jumped up suddenly and pulled her to her feet. We looked at each other and she said "I guess I'll see you tomorrow".
I nodded, picked up my books, smiled at her and left.
I was in love, my heart was soaring and I was unbelievably happy.

The next day in class Melissa suggested that we meet at the park to study because the weather was so nice. I was fine with that, and that afternoon we sat on the grass overlooking a small lake and resumed our routine. We had gotten very comfortable with each other and I felt confident in our relationship. We studied a little and goofed around a little more, and I didn't care. I was lost. I no longer had control of my actions or my feelings. I didn't care about my grades; I just wanted to be with Melissa.
As we left the park I took Melissa's hand and we walked together for a while, but as we got to the edge of the park she let go of my hand and said that she was afraid her mother would see us. I understood completely. She gave me a kiss on the cheek as we parted and I floated home, my feet not touching the ground.

The next day Melissa told me she had to make a stop after school and would meet me at the park. I waited there for about 20 minutes and then began to wonder if she forgot we were meeting at the park. I picked up my books and went to her house. I knocked on the door but got no answer. I walked around to the side and let myself in through the gate, then continued to the back of the house where the living room was. The sliding glass door was open a few inches so I assumed that she was home. I was about to call her name when I saw someone walk into view toward the sofa. I recognized him; it was Bill, the star running back on the football team. He was naked. I then noticed that there was someone lying on the sofa. It was Melissa, and she was naked too. Bill lay on top of Melissa and soon they were fucking.

I did not understand what I was seeing. It was like a dream, not really happening. I could hear only two sounds, that of Melissa moaning, and the sound of Bills balls slapping against her ass. I had dropped my books and was just standing there in disbelief with my hands at my sides.
My heart was shattering, pieces flaking away like leaves from a tree in the wind. I never imagined it was possible to feel this way. I was depressed, deflated, and sick to my stomach.

Shortly I heard Melissa's voice. She was saying "Oh Billy, oh Billy, oh Billy," louder and louder, then "I love you Billy". I then heard Bill grunt a couple of times and shortly he stood up. Melissa sat up and looked right at me. I just stood there, tears running down my face. I didn't care that they saw me. I didn't care about anything anymore.
Nothing mattered.


I wasn't even aware that I had left until I found myself walking down the street towards home. I had never felt this heavy weight of gloom before. It was like the sky had slowly lowered until it was resting on my shoulders. The only thought in my head was "I'm such a fool", and I kept thinking it over and over. When I got home I went straight to my room and closed the door, not wanting to face anyone or talk to anyone or have anyone see my face. I lay on my bed, staring at the ceiling and thinking about staying home sick tomorrow. I decided that would be a mistake. I don't' want to draw attention to myself. Part of me also wanted to confront Melissa and make her tell me why she was so nice to me when she had a boy friend. I had thought that I was her boy friend.

I decided that to confront her was a bad idea and I did not want to see Melissa again. I can't just stop going to class. Maybe I can get the assignments from the teacher and ask to take the final early. I can make up some story about having to leave town before school gets out.

The next morning I got to school early and went to see my history teacher. She was not in favor of me taking the final early, but I promised that if she gave me the assignments that I would study them hard and would be ready for the final in a week. She agreed, and gave me a list of books and chapters that would be covered on the final.

One of the books I no longer had, having dropped it on Melissa's patio when I observed the scene on her sofa. I was not about to go back for it. I'll borrow it from someone.

The next thing on my mind was keeping a low profile. I stayed away from the common areas as much as possible and spent my spare time at school hidden in the back of the library. By the end of the second day I had regained some focus and was determined to pass the history final in a week. After school I went home by a different route and hit the books hard.

After a couple of days I had a visitor. Nancy and I had grown up together and she lived a few houses down from me. We were best friends and had spent many a summer vacation together. I didn't think she knew about Melissa so I was able to act natural with her. She wanted to know where I had been because she hadn't seen me at school in a couple of days. I told her I was just studying really hard and was going to take the history final in a few days. She asked why, and I just said that I wanted to get the class over with.

What I didn't know was that Nancy did know about Melissa. Bill had been telling everyone he knew that I was a peeping Tom and he was going to flatten my face if he could find me. Nancy had heard the rumor, which was the real reason she had come over to see me.

Because Nancy was such a good friend, she felt obligated to tell me what she knew. At first I was embarrassed, but because Nancy and I knew each other so well, I gave in and told her the truth about the time Melissa and I had spent together and how it ended. She was sympathetic of course, but tried to cheer me up and get me to put it all behind me. Putting it behind me was definitely on my agenda, as well as not ever seeing Melissa or Bill again.

Nancy and I talked for a while. She made me promise not to avoid her, and then she left.
Soon afterward I found myself comparing Nancy and Melissa. Even though Nancy was a year younger, she seemed to be more mature. They were both attractive but in different ways. Melissa was a physically beautiful girl. Nancy was physically attractive, maybe even had a better body, but her face was pretty, not beautiful. Melissa definitely got more attention from the guys. Of course, Melissa also wore short skirts and left a couple of buttons open on her blouse whenever possible. She definitely had made my dick hard a few times.

I managed to get through the week without running into anyone. I told Nancy where I spent my free time at school and she joined me part of the time. I made sure she knew this was not a social occasion and she was good about studying and not talking. In the back of my mind I noticed that she seemed to be trying to spend more time with me, but I was too focused to give it any thought.

That weekend Nancy invited me over for a swim in her pool. I had done that hundreds of times before and it was quite natural for me to do so. I was on the swimming team and since we didn't have a pool, I was always over at Nancy's swimming laps.

I took my history books, since I was to take the final on Monday, and my swim suit, and rang her doorbell at 10:00 Sat morning. Nancy opened the door and I was a little taken aback. She was wearing a bikini that I had never seen before, and I had never noticed how well she filled out a bathing suit. That's the problem with growing up with someone; you can be the last to notice that they have grown up.
I whistled and looked her up and down, and she promptly punched me in the shoulder.

I changed into my suit and we went out to the pool. I placed my books on a patio table and dove into the water. It felt good to swim, to feel the exertion as I glided quickly through the water. I did 4 quick laps then stopped and asked Nancy why she wasn't swimming. She was sitting on the edge of the pool with her feet in the water. She said she liked watching me swim because I was so fast and so smooth in the water. I mentally noted that I did not remember hearing her complement me before, but I didn't say anything, instead I grabbed her legs and pulled her into the water.

We had often had water fights and wrestled in the water over the years, and to me this was no different. But it was different. Nancy was not acting like a child any more and it affected the way I acted also. I realized that I could not touch her in certain places like I used to. But we could still have fun in the water. Nancy jumped on my back and threw her arms around my neck. She wrapped her legs around my waist and told me I was her horse and had to carry her across the pool. I said fine and I began to do the breast stroke. I found I had to work pretty hard to keep my head above water with her on my back.

About half way across the pool I decided to dunk her and I swam under water, still doing the breast stroke. Then I quickly spun around and we found ourselves hugging, with her legs still wrapped around my waist. We surfaced and she still held on, even though this was now a very sexual position. She looked at me with an impish grin on her face, knowing that I was aware of the situation but didn't know what to do. I had my arms around her waist but was not squeezing her to me. She on the other hand had her groin pressed against mine and I was aware of a growing presence in my trunks. It took me a minute to realize that she must also be aware of it and I became further embarrassed and broke out of the embrace.

"What's the matter, shy"? she asked.
"What?" I asked. "Shy? No, I mean, what's there to be shy about?"
I then turned and began swimming towards the other end of the pool. I was surprised at my reaction, to my physical response to her embrace, and my embarrassment. Nancy and I had grown up together and been physically close many times before and I had never felt that way.

I decided to avoid a repeat until I had time to think this over. I got out of the pool, said I needed to study and began drying off. As I did so Nancy climbed out of the pool. As she was bent over before standing up I noticed how full her breasts were. "Why haven't I noticed that before" I wondered. Then when she was standing fully erect I could need her nipples pointing through her bathing suit top. I realized how thin the material was, and also how skimpy. As these thoughts were going through my mind I felt that stirring in my loins again and decided to sit down at the table before she noticed.
She left for a minute then returned with a book and sat across from me and began to study.
I had trouble focusing at first, but finally got my head into it and made good progress.

Later, as I was walking home, my mind kept returning to that vision of Nancy in the bikini. This was disconcerting to me. Nancy had always been the one that I could tell anything to, someone I could trust to take my secrets to her grave. I can't start having these kinds of thoughts about her, that would change everything.

Monday morning I went to my history class first thing and took the final. I felt that I had done well, and was in a relatively good mood through my next two classes.
Lunch came and instead of going to the library I walked out of the main entrance and was walking down the steps when I came face to face with Melissa.
"Bob, where have you been, I've been looking for you for a week" she said.
"I've been in the library studying for the history final. I just took it this morning," I replied.

"Oh, so you won't be coming back to class" She responded. "Bob, I'm really sorry about what happened last week, I never meant to hurt you".
Suddenly I heard my name called out loudly and I looked up to see Bill walking quickly up the steps.
"I've been looking all over for you, you fucking peeping Tom", said Bill, who proceeded to punch me in the face. The power of the blow knocked me back and I sat down on the steps. I realized that there were kids everywhere and they could not have missed the sound of Bill yelling my name.

Bill took Melissa by the arm and walked up the stairs.
"Wait, I need to talk to Bob" she pleaded, but Bill was not listening.
Every direction I looked, everyone was looking at me and whispering to each other. I just sat there with my arms on my knees and my head in my hands. I never imagined that it was possible to feel so humiliated.

One of the students watching this whole scene was Nancy. She was sitting on the lawn under a tree when she heard Bill yell my name. Fear shot through her body and she stood up, looking for me. She found me and Melissa on the steps and her fear turned momentarily to jealousy, then back to fear as she saw Bill quickly approaching. Suddenly Bill struck me, knocking me back onto the steps. Nancy's hand went to her mouth and her eyes went wide, but she stood there frozen, unable to move. She saw bill drag Melissa up the stairs then turned her eyes back to me. As she looked at me, sitting there on the steps with my head in my hands, her emotion turned to pain. Her feelings for me justified more than just sympathy. With tears welling up in her eyes she started walking towards me.

I knew I could not sit here all day. I didn't want to show my face but I had to get out of here. Just as I was about to get up I felt someone sit down next to me on the steps. I turned and found Nancy sitting there. A friend, someone who would not laugh at me, was just what I needed. A little relief crept into my being as she placed a hand on my thigh. She said nothing, just looked at me with sympathy in her expression.

"Would you do me a favor?" she asked. "Come with me to the cafeteria so we can put some ice on your cheek?"
I nodded and we got up together and began walking up the steps.
"Why did you let him hit you?" she asked. "You know how to fight; I've seen you do it enough times over the years."
"He caught me by surprise" I responded. "And besides, I'm not a fighter, I prefer negotiation".
Nancy laughed. "There was no negotiating your way out of that one".
I laughed too. "You're right on that one," I said.

We came to the cafeteria and Nancy took charge of getting a bag of ice for my cheek. It had puffed up but it did not look like I was going to get a black eye. I hoped anyway. A bruised cheek for sure.
Nancy asked what I was going to do and I said I was going to finish my classes and just try to get through the day. I knew that those who had witnessed the scene would be talking to everyone who hadn't, and by the end of the day everyone at school would know about it. Being on the swim team took away any anonymity I might have wished for. The only good thing about this was that Bill would not likely come after me again.

Nancy made me promise to walk home from school with her and I said I would.
As I attended the afternoon classes I was keenly aware that I was the center of attention. I tried to ignore everyone, but it was hard. Finally my last class ended and I met up with Nancy. We decided to stop at Cold Stone on the way home. As we stood in line to place our order Nancy kept leaning close to whisper something in my ear, and each time her breast came into contact with my arm. I found myself focusing on her breasts and not on my order. When she looked away I took advantage of the opportunity to look at her breasts. She was wearing a thin cotton blouse and her nipples were poking out. It suddenly dawned on me that she was aroused. The realization caused a rush of blood to my cock, which responded by expanding to accommodate the increased requirement for volume.

Nancy chose that moment to brush her breast against my arm again, and this time I could feel her nipple. I was so distracted that I didn't hear what she said. She grabbed my arm, pulling me closer and pressing her breast further into my arm.
"Are you listening to me" She asked.
I looked at her and she was looking at my lips, still holding my arm against her breast.

"Sorry, I was trying to decide what to order" I mumbled, and I realized that I was now looking at her lips.
Fortunately it was our turn to order and she turned away. I put my hand in my pocket to get the painful kink out of my stiff member. I wasn't quite quick enough though, and Nancy caught the movement.
She looked down and said "are you playing pocket pool? Can I play too?"

My mouth dropped, this was not the Nancy I had grown up with. She stuck her fingers in the top of my pocket, teasing me, and I quickly pulled her hand away.
It was now my turn to order and I managed to fumble through it, but Nancy was still holding on to my arm and my woody did not diminish a bit. She was looking down at the bulge in my pants and smiling. I had never known Nancy to be such a tease, or so forward. It was like she had changed into a different person in a matter of days.

As we walked away with our ice cream I told her that if she is trying to get my mind off of what happened today, I was sure that she had succeeded beyond her expectations.
I picked a table and went to the far side, expecting Nancy to sit opposite of me, but she wasn't going to be avoided and sat on the small bench beside me. The bench was made for two small children or one adult, so we were huddled very close. Again, her breast was against my arm, and her hand kept landing on my upper thigh as she turned to talk to me.

One time as she pulled her hand away it brushed against my still hard cock. I was not oblivious to that and it sent a shiver down my back. I was beginning to wonder if this was all just a tease, or she was just trying to make me feel better. When she suggested we go to her place I didn't hesitate. We finished the ice cream and walked the two blocks to her house. When we arrived in her living room she suggested that we go for a swim. I said that I did not have a suit, and she said it was fine with her if I went without it. I said I wouldn't unless she did. At that she began walking up to me as she unbuttoned her blouse.

"Let's see who has the nerve." She said and she dropped her blouse on a chair. I looked at her lacy, see through bra and my mouth went dry. She was unbuttoning her pants as she asked if I was going to chicken out and just stare at her. I pulled my shirt over my head and tossed in on the chair, then began to undo my pants. Nancy was slipping her jeans off her legs as I was pulling down my zipper. She turned to me and I looked at her magnificent body. Her powder blue panties matched her lacy bra and were just as shear. I just caught a glimpse of a little patch of fur at her crotch as I bent over to clear my legs of my pants.

I stood up and found her standing there looking at me. I was a little subconscious about the huge bulge in my underwear and was reluctant to expose myself. She did not have the same problem as she reached behind her and unhooked her bra. She let it hang on her shoulders and told me that if I wanted to see what's underneath that I would have to take it off. She lifted her arms up in the air and her bra came up, exposing the bottoms of her breasts. I was almost shaking as I moved closer and lifted her bra off her arms. As I dropped her bra to the floor she put her arms around me and kissed me. Our bodies came together and I felt her nipples brush my chest before she pressed her breasts hard against me.

Now I was shaking, but she didn't seem to notice. She was driving this encounter and seemed to be determined to see it take its course. Her kisses showed a passion that I had never experienced before, and she was not the first girl I'd ever kissed. It suddenly occurred to me that she might not be a virgin. The thought filled me with jealousy and I suddenly had to know.
"Are you a virgin?" I blurted out.
"Yes I am, are you?" she returned.
"I've been close, but I've never gone all the way". I said.
"Well my parents are not going to be home until late." She said as she kissed me again. My passion was building and I realized that this was it; I was going to have sex for the first time. I was nervous, but my excitement was so great that I knew I could not stop.

Nancy was kissing me like I'd never been kissed before and one of her hands had moved down my back and slid under by underwear. She began to caress my ass which sent tingles up and down my body, and then her hand moved slowly around my hip until it came into contact with my raging cock. I sucked my breath in as she took me into her hand, her lips now at my neck. I was so excited I was afraid I would cum right then. Fortunately, Nancy took both hands and slid my underwear down my legs. I felt myself moving back from the brink as she helped me out of my briefs, but then she began to kiss me on the thigh, then the hip, then she took my cock in her hand and kissed it on the head.

I had been sucked before, but this was different somehow. I didn't know why, but this was something big, something important. I tried to focus on why this was different to take my mind off of what Nancy was doing to me. I thought maybe it was because Nancy and I had been friends for so long, that we were so close. Then I realized that it was because I had real feelings for her. As that thought passed through my mind I became aware that Nancy had the tip of my dick in her mouth and the feeling was incredible. When she took the whole length of me into her mouth I thought I was going to cum right away. Somehow I managed not to, but I had to stop her before I did. That was easier said than done however. She was slowly sliding my cock in and out of her mouth with her eyes closed and a savoring look on her face.

I looked past her face and saw her gorgeous breasts swaying with her motion, and I wanted to feel them, kiss them, to suck on her nipples.
I brought her up and pulled her onto the sofa beside me. I kissed her lips, then her neck, and then found my way down to those beautiful breasts. Nancy leaned her head back on the sofa, her eyes closed and a smile on her face as my mouth worked one nipple and then the other.

My left hand began to caress her thigh, then her hip, and finally that wet spot between her legs. Nancy suddenly sat up and pulled her panties off and tossed them aside. She lay down on the sofa and left her legs spread slightly apart. My mouth went back to her nipples and my hand straight to her mound. Nancy moaned at the first touch and with her free hand pressed my hand down harder. She moaned again and took one of my fingers and slid it between her lips. She was slippery wet and I slid another finger inside. I began to slide my fingers up and down over her clit and she had an immediate orgasm. The sound emanating from her throat as she came sent a thrill through me.

She then slid down on the sofa and pulled me on top of her. She spread her legs and guided me inside her wet pussy. She was tight and I could only go in a little way, afraid I was going to hurt her. She apparently was not concerned about that and pushed her hips forward onto me. I pushed my cock all the way inside and held it there as I showered her face and ears with kisses. I had never been this far with another girl and the feeling was out of this world.

Nancy began to thrust her hips and pull back, not waiting for me to start the action. She wanted to be fucked and I caught on. I begin thrusting into her slowly, then gradually increasing the pace. She was moaning constantly and soon had another orgasm. I was not far off myself, and after a few more thrusts I began to shoot my seed deep inside her. My orgasm set off another for her as our excitement reached a crescendo almost simultaneously.

We lay there for a few moments catching our breath and caressing each other. Then Nancy said something that completely took me by surprise.
"Bob, in case you are a little slow on the up take, I'm in love with you."

Her words struck me like Cupid's arrow. Suddenly I felt overwhelmed with emotion for this girl that I had just made love to. Many thoughts were rushing around in my head. How do I feel about her? Is she going to get pregnant? I was scared, that much I knew, but what exactly was I scared of? I was kissing and caressing her and it felt very natural and comfortable and I didn't want to stop. I knew I wanted to be with her and the more I rationalized my feelings the more I realized that this was something very special and very strong.
"Nancy", I said, "I'm not completely certain, but I think I love you too. This has all happened so fast, I need time to think about it and figure out what all this means to me."

Nancy said she understood and that we should get dressed.
As we dressed I told her that it was a wonderful experience but that I should have used a condom. She said she knew, but once she started down the path of taking her clothes off she couldn't stop, and if the worst happened, she wouldn't be sorry.
I hugged her close and kissed her, and we agreed to walk to school together the next day.

When she arrived at my front door the next morning the first thing I did was kiss her lips, right in front of my shocked mother. It felt right and I could not resist. Nancy was surprised, and delighted.
We held hands as we walked and I felt so close to her. I was tempted to tell her I loved her but somehow the words wouldn't come out.
I was not at all embarrassed when we got to school and people stared at us.
When we reached the front of the school I saw Melissa. As we approached she noted that Nancy and I were holding hands.

"Bob, can I talk to you alone?" she asked.
Before I could answer Bill walked up and grabbed Melissa's arm and started to pull her away. Melissa turned on him and said "Will you stop it, I'm not your property" and she jerked her arm from his grasp. Bill looked angry and grabbed her arm again, but this time she slapped him hard in the face. There were people standing all around, and every one of them was taking in the scene. Bill realized that he was looking pretty bad and could only look worse, so he turned on his heel and stomped up the stairs.

Melissa turned back to me and said "Bob"; I thought there was something special between us".
"I thought so too Melissa" I responded, "but it turns out that was only infatuation". I turned to Nancy, and looking her in the eye I said, "This is real."