The boy next door and I had been best friends ever since we were 5 years old. There weren't many other kids in the neighborhood so we did everything together, grade school, sports, even family vacations. Now we were both headed for college.

This last summer his family had taken a 3 month vacation around the country so we hadn't seen each other for some time. Those three months had changed me, my braces came off, I got contact lenses, let my hair grow long, and had gone from fairly flat-chested to a size 36C. I felt and looked like a young woman. Mike had changed too, he grew about 3 inches taller, his body was now a little more muscular, and his voice was deeper, he also had a great tan...I felt a little tingle I never felt before when I saw him again. We awkwardly said our hellos and just kind of stared at each other.

"How about a swim?" I offered, just to break the tension.

"Sure. I'll get my suit on and meet you at the pool," he said with a sigh of relief. I ran upstairs to change into my swimsuit.

While doing that I glanced out my window towards his house next door. He must have forgotten how close our houses were because his drapes were open and I could see into his room very clearly. Mike was removing his shirt, his chest was very muscular and had begun to show signs of dark hair, his stomach was flat and had those little ripples. He undid the button on his jeans and pulled down the zipper, I couldn't stop looking, he wasn't wearing any underwear!!

This was the first penis I had ever seen, it looked like a long pink snake hanging between his legs, it was surrounded by dark curly hair and had a big pair of "balls" hanging with it. Now my head swam, how could anyone ever put that inside them, or in their mouth. When he turned his back to the window I saw that his butt was kind of cute too, very muscular and not much bigger than two handfuls. I couldn't believe I was thinking these things.

Mike turned towards the window, he must have finally realized the drapes were open, I ducked back against the wall and hoped he hadn't seen me. The space between my legs felt funny, it was tingling and a little bit wet, I put one finger down there and a shiver went through my body....oooooohhhhhh that felt nice. I kept it up for a few minutes, a warm feeling spreading from my vagina all over my body. The picture that kept running through my mind was of Mike standing naked with that long thing between his legs, I couldn't stop thinking about it.

I remembered the real thing was waiting for me by the pool so I hurried and put on my suit and headed downstairs. Mike was standing by the side of the pool. I could see the outline of his penis in his swim trunks. I'm sure I must have been staring. "Karen, is everything all right?"

"Just daydreaming," I answered. We both dove in and swam the length of the pool.

When I stood up in the shallow end I had to adjust my top, it was falling down a little and I was showing quite a bit of my breasts, this time it was Mike who was staring. "You, uh, have really changed, uh, since I saw you last. You look beautiful."

I blushed from head to toe - no one had ever told me that before. We swam for awhile more then sat poolside and talked. While we did I started to put tanning lotion on my shoulders and arms.

"I'll do your back," Mike offered, so I handed it to him and lay face down on my towel. His hands began rubbing lotion slowly along my shoulders and the back of my neck, I got that tingle again between my legs but couldn't do anything about it. He rubbed warm lotion all over my back and then moved to the area just above my swimsuit bottom.

His hands were warm and soft on my skin and when he put them on my thighs I didn't complain. He massaged lotion into the back of my legs and his hands rubbed the inner part of my thighs, I wanted him to touch me on my pubic area but he...