Three Friends Journey to Adulthood

We both continued to sneak looks at each other, and I know we had both caught each other as we did. I continued to get a warm feeling knowing my Carmen wanted to see more of my naked body, and I could feel my penis come back to a decent size in the sun, even starting to stand up. I realized about then that I wanted to be more than just buddies with her, she was not just one of us dudes to me anymore.

We laid there until we were dry until we went for our clothes, pretending to go through the same routine as we picked them up, and then put them on. But it was another chance to see even more.

We were cooled off then, and shared a rock, and talked a while after we dressed, mostly talking about how much fun it was to swim, and we did not discuss the naked part. But we were still trying to convince ourselves we did not do anything wrong. It's just that we both had mothers that were good at driving guilt and fear into us. I guess we felt most of the guilt from just being there. Seeing each other should not have been, and was not a big deal, we were old enough, legal and most of our friends claimed to be way ahead of us.

Everything was just fine until curious Carmen confessed. Even though my thoughts were similar, she took me by surprise when she said, "I am sorry Jeff, but I did get to see most of your body, it is, well in truth, you are really hot, and I have to say that is a nice penis you have, especially when it gets bigger. I saw it more than a few times, but not clearly, and not nearly as long as I would have liked to. I just had to look at it, I could not help it, you know me, I have always been too curious. Your penis looked so awesome, I have never seen one on a totally naked guy my age before, it was always sticking out of their pants."

That was not enough for her to confess, so she continued,

"I was talked into touching one by a guy from school I took a ride home with last week, he just pulled it out at a stoplight, and even put my hand on it thinking that would start something, it didn't I guess I was not ready, but even if I was, I don't like him that way.

I have to ask, I saw yours on your naked body, and as it was getting bigger. I just always have wondered if a guy can feel it becoming erect?"

I knew what she meant and wished she hadn't asked me, but I understood, how do you learn if you don't ask questions, so I had no choice but to try to give her an answer, "I notice a little but mostly notice it by seeing it happening, or if I have tight pants on I can feel it run out of room, and get uncomfortable as by then my knob is sensitive. Yes, that is why we covered ourselves in school, embarrassed, and afraid some immature guy will make fun, and announce to others that you have a boner. I think it happened more at high school because some girls seemed to make sure we can see at least some of their breasts, although it is nothing new for me to wake up in the morning with it standing up, and for no reason. I learned to stay there covered in case my mom or sister would walk in, it goes away eventually."

I figured I should ask something too, so I told her I noticed girls nipples get big and pointy sometimes, so much I can see them through their clothes. I guess I kind of copied her question and just asked, "Do they feel different when they are that way?"

She said, "No, not unless I touch them, or they touch something else, just like with your penis, they are sensitive when big, and embarrassing if they show through my top, that's why I wear a bra to school, that and the fact my mom makes me."

Then she dropped the bomb, she said, "Tell me honestly, my boobs had to be showing when I turned around in the water, what do you think about them, guys make comments, but they do to all the girls?"

I was fairly honest when I told her, "I always thought you had the nicest ones in school, but that is in your bra and top. When you did that half-turn to see if I was coming in, I saw the side of one and a little of its nipple. You did look just awesome standing there like that, and when I saw you laying on your rock I had another side view. Other than that just a flash or two, and looking down your blouse, I have never seen all of your boobs and nipples, that is what I am most anxious to see. But admit it, you saw more of me, you got to see my scrawny butt, but all of what you call "extra private areas," you saw my whole penis several times even if it was from a distance, you admitted you have seen it more than one size, so let's face it, you have even seen me with a hardon."

But she had a reply, "I am glad you think my breast are so nice, and I am willing to let you see them with nipples to make us even. I would like to see, and learn more about a guy's penis from a guy my age that I trust, like you. I sure liked seeing the knob on the end when it was bigger. I figured it had to get sensitive and that makes you feel good like with my nipples, I guess that is why guys like to put a girl's hand on it. I guess your knob is like a girl's hard nipples."

Then she dropped the big bomb, "There is no guy I feel more comfortable with, and trust more than you. How about we make this deal if I show you not just my bare breasts with nipples, but all of me, and I mean even my bush. What I am willing to do is just get naked for you, and for a longer time. But only if you promise not to stare down below, my trimmed bush hides some of my sex that I am not sure I am ready to have seen, or touched by any guy yet. You don't have to return the favor, I know you are more modest than me, but I really would like to see your penis longer and closer too, but when it is big and hard again. I admit I just love looking at you naked, you look so hot to me that way."

I was nervous about her proposal but ready to show myself again, and longer in return for seeing both breasts and my first really good look at a girl's bush, and Carmen's bush at that. My penis felt like it was already a little stiff and still growing at the thought of this unrestricted showing, so I would not have to even touch it to get it that way in front of her.

So I told her, "O.K. I am in, let's face it, as hard as we tried not to see each other while naked, mostly my doing, the whole time it is obvious that we both want to see each other that way."

Still nervous, I was frozen again not knowing who was going to go first.

Then she just said, "Well?"

So I took my shirt back off first, and then she countered by pulling off her blouse. I then saw her breast in full for the first time and was not limited to just glances, and boy was I struck by them. They are twins, identical, and just perfect in size and shape. In fact, they were even bigger than I expected when I got to see them longer, and unbridled by a top or bra, her nipples were already showing signs of excitement.

She then paused with her thumbs in the waistband of her shorts, just pulling them down enough to show her flowered panties, which I have to say was much briefer than the bottoms of the two-piece swimsuit that she wears. She had put on a good front, but she was nervous about showing me her bush, well let's call it what it is her furry pussy. I hoped she would hurry up, I was so excited, and feeling my penis grow even more.

Then she just looked me in the eyes and said, "OK, I am scared, but since I can see you're excited, I can see your penis getting hard again in your shorts, if you think I am hot too, I will go first. But that area is different than just showing boobs for me, and I am not sure I can leave my panties off too long if you don't look at all of me, and just stare down there.

Then she finished pulling down her shorts and stepped out of them.

I was pretty happy just seeing her in nothing but her quite brief panties, and she paused again and looked at me like she was still not sure and maybe wanted to back out of showing me her sex, but then began slowly pushing down her panties. I made sure I was only glancing, and not staring down there when she looked my way as she stepped out of them. But my God, there she was, my buddy Carmen was naked and close enough to reach out and touch, she is usually so bold, but not this time, but the look of shyness and embarrassment on her face just made her look sexier than I would have ever imagined. I could not believe I was seeing her naked body, that things actually got that far for us that quick but were glad they did, and I could feel more excitement in my penis.

She was a little red in the face and did not look me in my eyes. I tried not to stare, but when I did look down to see that little red bush between her legs for the first time, it was overwhelming. I got yet another chill that ran down my body and then seemed to land in my then, fairly erect penis.

Now it was my turn to give her a closeup, I had to give her a warning. "OK, here I go with my shorts, well everything, but I can tell you, seeing your awesome naked body first has taken my penis completely out of my control. I just want you to know it could get a little bigger than you, and maybe even I expect, judging by how uncomfortable it is in my shorts right now. It is definitely bigger than when you saw it earlier."

Then I hurried up and pulled down my shorts, I just wanted to get it over with. I was so excited at the thought of seeing both her top and bottom at the same time, that I did not look down but could feel that my knob was super sensitive as it rubbed against my waistband. Then could feel it pop up as it cleared and I knew it was pretty erect. But I was committed and stepped out of my shorts, and soon was no longer so nervous, some of my nervousness was now quelled by the thought of being naked for the first time with a girl, and one that I was comfortable with. I was showing her what I was sure was an at least partly stiff penis. I deliberately wanted my cock to be pretty erect for her, I guess it's just instinct with males, like girls wanting to have big breasts to display to a guy she likes.

Her worries about me seeing too much of her down below, were not totally valid, even though it was trimmed for a swimsuit, there was not much showing but red curly hair. I did not care that much right then if I got to see what was behind her bush. I had seen pussies bald in porn, and illustrations in school naming each part. They even taught us in sex-ed what they are for, but nothing about the fun stuff. It was overwhelming so I went back to looking at just her bare breast. I now had the opportunity to in some detail, and I was mesmerized as I watched her nipples get hard. I was just so thrilled that I got to see my buddy Carmen naked.

She was worried about me staring, but she only had one area she had not seen a lot to focus on, and she did. I noticed a look on her face I had never seen before as she was looking at my penis, and I knew why. I knew it was hard without looking, but it felt like it was so hard it was sticking straight out.

Even though I wanted it erect, was this too much? So I was still a little embarrassed and was sure it was showing, I could feel my face getting warm. I know she saw that and sensed it, and she said, "Don't worry Jeff, don't be embarrassed about having such a major hardon in front of me, maybe you should not look down at it right now. I am not exaggerating when I say your penis is as you predicted, really big, and stiff. But it is also just awesome looking to me, I never thought I would get to, and I just love looking at it that way. To be fair, and since you are giving me all this time to look your hard penis over, go ahead and look at any of my stuff you wanted to see, and as long as you want to. You can even look at my bush and what you can see through it, let's face it, this is what we both wanted but yet tried to avoid."

"I am so glad I have you as a friend, I am sure I could not stand here completely naked with any other guy showing my sex to him for the first time, not even Gary. This is so special, and you have always been extra special to me, I have, different and deeper feelings for you than I do for Gary. I don't think any of my girlfriends have seen someone they actually have feelings for and with as hot of a body as you standing in front of them naked. Especially not with his big hard penis standing straight out like yours is. I know I am staring, and admit that I have this urge I am fighting, and it's all I can do to not just run my hands up and down what I always thought even clothed was a perfect male body, and maybe even wrap them around and feel your hard penis. Some of my friends tell stories, mostly about pulling them out of a guy's pants, some brag about how many hand jobs they have given, some even brag about blow jobs. I don't believe much of what they say, and I won't tell about any of this."

She was not faking, at least the seeing my body and exposed penis part, she changed from being shocked to just being so excited about seeing it, and she did call my penis big. That, more than anything else meant something to me at the time, as you grow up it becomes just sex talk. I tried to forget about what I was showing and concentrated on taking a good look at her naked girl body.

Then she put her fingers on her already hard nipples and said, "Did you see my nipples swell and get big, I could feel them do it this time when that big beautiful penis of yours popped out, she rubbed them a little with a fingertip while giving me a sexy look, and said, they kind of tickle when they are hard like this, but it's a good tickle, and sometimes it actually made me a little damp below. I confess to having played with them before, just to get that good feeling. How often do you play with .., oh never mind, forget it," her face turned a little red again.

Her red face gave her away, she wanted to ask me how often I played with myself. She wanted to know how often I jerked off, but she realized it was going too far, she knew I did, we were not that dumb sex-wise. We were just behind in our interactions with the opposite sex. I didn't miss many days playing with mine at that age.

I could tell she was turned on, she was not just feeling her breasts and nipples. She was now running her hands up and down herself, even running them down her thighs and between her legs, even briefly over her bush, I could see one finger going in her crack, but did not seem to make any penetration or stay there. I think she wanted to do more in that area but was embarrassed to do it in front of me, then she made another proposal.

"Maybe now that we got this far and are naked, I feel comfortable enough I think I would not mind feeling your hands on some parts of my naked body, even on my breasts. But I don't think I am ready for anyone to go down below yet. I have had guys cop a quick feel of my breast before I could stop them, but I would like to see how it feels like having it be your hands. I know you would feel my breasts tenderly like a mature boyfriend would do to his girl. I really do want to feel your body too, I just have to hold your hard penis in my hand. No one could know, my mom could never find out, or she would go crazy just knowing you have seen my breast, she would have a stroke if she knew we came here, and then on top of that I showed you my breast and vagina."

She just could not stop with the penis talk, and they always blame us guys for being over-sexed and obsessed with seeing tits and vaginas.

"I am just so amazed at how big your penis got, it is so much different than the few I have seen, you have to be longer, and even thicker than most guys our age when you're hard. Now I understand how it would hurt you in tight pants, it's sticking straight out from you. Can you make it bend when it is like that? Can you pee when it is like that?"

I had to respond to some of her enthusiasm, "I never have been naked with a girl before, your body is just beautiful Carmen, I have been feeling different about you for quite a while, that is why my penis is so big and stiff. Yes, it is way too hard to bend right now and would be even harder to pee, almost impossible, it would likely just dribble!"

"You are so beautiful Carmen, I have dreamed about what I am seeing, but my dreams came nowhere close to the beautiful body in front of me. But could I ask you to do one more thing for me? Could you turn, so I can see you from behind again, you have to have the best girl butt I have ever seen, a lot of them are flat like guy's butts. I noticed when you were walking in the water that since they get no sun, your round butt cheeks are so milky white, your butt is just perfect."

She did do it, although she was almost more reluctant than when she showed her bush, and I could not imagine why, her naked butt was so perfect looking, her whole body was.

Then I found out why she hesitated, she did turn so I could see her butt, then she turned, just contorted herself to look down at it to say, "It's just a fat butt, isn't it, you're just being nice. I hate my big butt and all my baby fat I should have lost years ago."

She thought she was fat, something I did not understand even though I thought I was too skinny, and my penis was too small. I guess that is what causes eating disorders in people, mostly young girls. Just like I was insecure about my penis, she was about her body, that is one of the reasons we were behind some of the others sexually. That and the fact that we spent so much time together as just best friends, or buddies as we called ourselves, not paying as much attention to others.

I tried to reassure her some more, "No way, your butt is just round because you have muscles back there from exercise, and abdominal muscles in front under your perfect breasts, not to mention your shapely legs, they are from exercise too. That is why you have always been a better bike jumper than Gary or me. Your fit, you have better abs than most guys and are not a bit fat, your body is just perfect, you should be a swimsuit model, but wait till that scab on your knee goes away from trying to make that big jump on our dare last week."

(Trying to add a little levity to a statement that was difficult at that time.)

"You are lucky to be that developed, but I understand, even at 19 I think my penis is a little smaller than some I have seen, and have a little less hair down there than other guys I see in the locker room, but I guess I still can grow."

I surprised myself when I said all that, letting her know my feelings for her, but I meant it, all of it, I think I embarrassed her a little.

How long can you look at something that beautiful, and tempting and not want to touch or be touched? It sunk in that standing there with my cock standing straight out was getting old for me, maybe even for her. But it was because we both wanted more, she already more than hinted at that fact, so I made what was the boldest proposal I had ever made to a girl at that point, maybe ever.

"If you are serious, you can feel my body, even my penis, but only if you want to, I would like to feel your breasts a little, and squeeze your awesome butt cheeks.

Again she was looking nervous, and so was I, but I could still sense that like me, she did not want to pass on this chance.

Then she just moved up and put her hands on my chest, running her hands up and down it and what abs I had. She squatted down then, to feel my upper legs, maybe shy about moving to my groin area, especially with the fact that my cock was right in front of her face then. But she finally got the nerve and started exploring and rubbing every part of my groin, even my hairy balls. This just made my cock throb as she finally got to wrapping her soft hand delicately around my hard cock right over its knob, it was so sensitive, and she was so mesmerized with it.

I reached down and cupped my hands around both of her breasts, and tried to do with a nipple what she did to them. I just used my fingers, but wanted to nibble or suck them so bad, but she was below me. She looked like she got a chill, from just me touching her nipple, it had to tickle enough she let go of my cock. That was fine with me because I just had to kiss one, and put my hands on her sides, and lifted her just long enough so I could reach them, I kissed each one of them before letting her back down. I don't have a description of what it felt like for me to be mouthing her breast. But the feeling of her hands rubbing my knob I can say was so much better than when it is my own.