"Kel, I'm dying to know about this thing you had with Christina. She is so beautiful. I can't believe she's a lesbian."

"Well, she's probably AC/DC. You know, boys and girls, but she really prefers girls. At least that's what she says."

"Do you two still have a thing? I thought you said it was over?"

"It's sorta confusing to me, Anna. I still want to be with her but she thinks I need to be with people closer to my own age. I still love her and she says she loves me but she also knows that I need to grow up emotionally and I'm missing a lot by staying so attached to her. In my head I know she's right but my heart is still hooked on her. It's pretty painful sometimes."

"I'm beginning to understand, Kel. C'mere and snuggle up. You need a hug and maybe a shoulder to cry on."

"Yeah, I do," Kelly sobbed as she drew Anna close, her tears running down her friend's bare shoulder and arm. "Thanks."

"It feels good having you so close again. Maybe this is the next step in our little French kissing thing from awhile ago?" Both girls laughed.

"Kiss me, Anna. Please." She turned her face toward her friend and brushed back her hair. The girls shared a long kiss that got more passionate as it went on.

"Wow, that is wonderful," said Anna. Feeling your bare skin against mine makes it so much better." With that Anna caressed up and down Kelly's back and shoulders and down to her bare butt. She pulled Kelly closer.

"It feels good to have our titties against one another." Both girls giggled.

Anna rolled onto her back, pulling Kelly over with her. Anna spread her legs and Kelly put one of her legs between Anna's legs. Kelly pushed up from the bed, her breasts barely touching Anna's smaller breasts, their nipples touching as she moved form side to side.

"Oh, Kelly, that feels so good. I love how your boobs have grown." Anna cupped both of Kelly's breasts and slowly slid her hands over them. She could feel Kelly's nipples stiffen and was aware of her sudden intake of breath as her fingers caressed the little bumps. Kelly unconsciously rotated her hips forward so her mons pressed hard against Anna's thigh.

The girls kissed again, this time more passionately, their legs intertwining now. Their tongues flitted back and forth and licked the other's lips.

"This is so hot, Kel. I'm so turned on right now."

"Me, too. We don't have to rush anything, Anna. Just enjoy the moment and we can make this last a long time. Bet you haven't even thought about Leonard's big dick in the last few minutes."

"No, I haven't, but now that you mention it, let me ask you something. Did you ever have any experience with guys?"

"I was going to get to that a little later, Anna. Yeah, Christina had a friend that I met, an older dude, who really had a thing for younger girls. He joined us on a couple of occasions and we messed around some. I learned some things about men from him. We never screwed but we did a lot of other stuff. It was interesting but all my feelings were wrapped up with Christina and I somehow felt I was being unfaithful to her by messing with him. He sure got turned on by me, though. Couldn't keep his hands off. He'd put his hand up my skirt and fondle me or run his hand under my blouse and rub my titties. It got so I didn't want to be close to him. He never turned me on, even a little bit. He seemed to think he did, though, and was always talking about me sucking him off or him eating my pussy, thinking that that would turn me on, I guess."

"Did you do all that? Sucking him off and letting him go down on you?"

"Yeah, a few times, mostly because Chris thought I should know about stuff like that with guys. I guess I didn't want to disappoint her but one day I told her that I didn't want to do anything else with him and that he was not the turn-on to me that he thought he was."

"What happened?"

"Christina hardly ever mentioned him again. He just went away. I only saw him one more time after that. He was at Ben and Jerry's in Chapel Hill playig smacky mouth with a little girl who could not have been more than twelve or thirteen and he's a full professor. She had on a little mini and a see-through tank top, She also had a mouth full of braces. He was buying her an ice cream cone. She was hanging on his arm while he ordered the ice cream and she was smiling really big at him. I suspect he was screwing her and she was loving it but I don't know that for sure. I think that because that's what he wanted me to be, his little sex slut."

"Did he see you?"

"No, he was totally focused on her. I was over there with my neighbor's family at a football game and there was a big crowd so I just blended in. I don't think he would recognize me with my clothes on, anyway," Kelly said, laughing.

"Okay, so you do have some experience with guys, then. Okay, I know you think I'm crazy but here's my plan for the Leonard project. Wanna' hear it?"

"I'll listen to anything, Anna, but that doesn't mean I approve or want to be part of it."

Anna could feel herself getting wet now, pressed up against Kelly's thigh. She wondered if Kelly could feel her wetness? "Okay, here goes ..................."

*******

Leonard sat back in the easy chair. Judge Judy was over and commercials were playing. He shut off the sound with the remote and went to the kitchen to get a soda. As he passed by the front window he saw two girls on bikes ride past, headed for the park just down the hill. He stopped to watch them and realized he had never seen them and didn't know who they were. The girls parked their bikes at the edge of the woods by the stream and spread out a beach towel on the grass, placing some things on it. A Frisbee appeared and the two girls began tossing it around, laughing and chasing it as they played.

Leonard continued to the kitchen, opened the fridge and found a Mountain Dew. As he headed back to the den he heard the girls again, laughing and squealing as they tossed the Frisbee back and forth. One girl was tall and thin with reddish-blonde hair tied in a ponytail while the other was brunette and shorter, with a nice figure. They seemed to be having a good time and had the tiny park to themselves. Leonard thought about walking down and checking them out closer but decided that Judge Joe Brown was more interesting and went back to the recliner. He got up to pee a few minutes later just in time to see the girls getting their stuff together and riding away on their bikes. He thought nothing more about them and he became engrossed in the TV program again.

The next afternoon Leonard was again watching TV when the same two girls showed up again. This time they had a plastic shopping bag and put it on the beach towel as they sat down. Out came some sandwiches, a couple of soft drinks, and some more stuff. Leonard watched the girls as they ate their picnic, obviously having a good time as they seemed to laugh a lot. It was a warm day and the girls had on shorts and sleeveless shirts. He decided to walk down and check them out.

"Hi," said the tall girl, smiling.

"Hello," said the brunette, waving at the newcomer.

"Hey," said Leonard, walking casually up to the girls. "Do you live around here?" he asked.

"The blond replied, "Yeah, up the hill a few blocks. Do you live around here?"

"Yeah, I live right over there," said Leonard as he pointed toward his house. "My name's Leonard."

"I'm Anna"

"And my name's Kelly. Would you like an apple or something? We have plenty."

"No, no thanks," said the boy.

Kelly leaned over toward Leonard, knowing that her low cut shirt fell forward and gave him a good view down between her breasts. She pretended to be looking for something in the plastic bag. Anna watched Leonard's eyes, now riveted down the front of Kelly's shirt. She thought she could discern a bulge in the front of his baggy pants. Kelly sat back, smiling at Leonard.

It was now Anna's turn. She tucked on leg under herself and propped her other knee up, giving Leonard an unobstructed view of her panties. She looked at him and smiled as she pretended to pull her shorts down but only partially covered a small part, leaving the rest totally exposed. Leonard sat down on the grass next to the girls, his eyes now glued to Anna's crotch.

"Here' Leonard," said Kelly, handing him an apple. We hate to be eating and not having you join us. C'mon, have an apple. It's very good." With that Kelly leaned toward Leonard, her shirt again falling away and giving him a good view of her cleavage. As she twisted to the side her bra also fell away some, briefly exposing just a hint of an areola. Once again, Leonard's eyes were locked on Kelly's boobs.

"Leonard, here, take the apple." Kelly noticed that his attention was down her front once again.

Leonard reached out and took the apple, looking up and smiling as he did so. "You're pretty," he said.

"Well, thank you Leonard." Kelly looked over a Anna.

"You're pretty, too," said Leonard, looking over at Anna.

"Thanks you, Leonard. It's nice of you to say that. You're a nice looking guy yourself."

Leonard's eyes were glued to the panties that Anna couldn't keep covered up. She noticed that he licked his lips as he looked up at her with a smile on his face. Anna smiled back at him.

Kelly spoke up. "Leonard, we really weren't expecting company but we're glad to meet you and share our stuff with you. I'm afraid we're embarrassing you, though. See, I have on this shirt that keeps flying open so you can see my boobies."

"And I have on these stupid shorts that you can see right up so you can see my panties. I do hope we're not embarrassing you but we weren't planning on anyone else being here."

"Oh, that's all right. I'm not embarrassed but I do have sort of a problem."

"Oh, we're sorry, Leonard. We didn't mean to be a problem to you at all. Would you rather us leave?"

"Oh, no, it's not that kind of problem. "

"What is it, then," said Anna?

"I don't know how to explain it. I'm afraid if I tell you then you'll go away and think I'm a terrible person. Honest, I'm not."

"What are you talking about, Leonard," said Kelly, looking over at Anna and winking.

"Let me try to explain. See, I'm not real smart but that doesn't make me bad. But sometimes people think I'm bad because of what happens to me but I really can't help it." Leonard was obviously uncomfortable with trying to explain himself.

"Go ahead, Leonard," said both girls at the same time.

"We won't think you're bad" said Anna, "whatever it is."

"Tell us, please," said Kelly.

"Promise we can still be friends?"

"We promise, Leonard."

"Okay, here goes." Leonard mustered his courage. "I have this really big penis. Everyone says that, anyway. It doesn't always behave right. It almost always does just what it wants and nothing I can do will stop it."

"Go on, we're listening." The girls looked at each other, smiling that their scheme was working but along an unexpected path.

Leonard continued. "Whenever I get around girls of pictures of girls it just swells way up and I can't keep it covered up because it's so big. No matter what I do it just sticks out and embarrasses me."

"Oh, Leonard, I can see what you mean now. Is that it," said Anna, pointing at the front of his pants.

"Yeah, he's starting to get bigger."

"And you say he does that when he gets around girls? Just any girls. Do Kelly and I make him want to swell up?"

"Yeah, but I've figured out why. He really likes boobies and he really likes pussies. He swells right up when I see these."

"So, when you can see my boobies when I bend over, that gets him excited?" Kelly leaned over and pulled her shirt down so her cleavage was totally exposed

"Yeah."

"And what about me," said Anna. Surely you can't see my little pussy 'cause I have on panties."

"That doesn't seem to make any difference to him. It's like he knows what's under those panties."

Anna looked quizzical. "So, Leonard, he swells up when he sees Kelly's bare tits when you look down her shirt but he also swells up when he sees my panties. Somehow that doesn't make sense to me." Anna reached down and pulled her shorts to one side, exposing her entire crotch area. "Does he swell up more when I do this?"

"Oh, wow," said Leonard, "he sure does."

"What about when I do this," said Anna, pulling her panties all the way to one side so her naked pussy was exposed.

Leonard was speechless. His eyes were glued to Anna's pussy, now glistening wet. She ran her fingers up and down her little slit a few times before pulling her panties back into place, once again covering up her pussy.

Kelly gripped the cylinder of pepper spray in her shorts pocket. She was ready to use it if anything dangerous were to happen but nothing seemed to be threatening. Leonard looked at each girl, both of whom were smiling at him and at each other.

"You didn't run away or seem afraid of me," said Leonard.

"No, we didn't Leonard. Thanks you for telling us about your problem. Maybe we can talk about it some other time. Would you like that?" I think it's amazing that you have such a big cock and maybe you should be proud of it instead of being ashamed.

"Yeah," that would be nice. Maybe you can help me figure out something about this problem."

"Well, we might be able to do that. One more thing, though, and it's important. We can't tell anyone else about this, not even your family or best friends. This has to be the best kept secret in the whole wide world. Promise?"

"I promise. I won't even tell Gretchen."

Gretchen? Who is Gretchen," said Anna?

"Oh, I didn't tell you. She's my mother's step-sister. She's my caretaker. She works at the hospital. We live together in that house there. She gets home from work at 7:30. She's from Germany."

The girls looked at one another.

"I'm supposed to tell her everything and she says the same thing to me about never telling anyone about stuff we do. Don't ask me 'cause I won't tell you."

"Okay, Leonard, we won't ever ask anything."

Kelly spoke up. "Leonard, we need to be going or we'll be late getting home. We've got to get cleaned up in time for dinner." Kelly stood up, followed by Anna. They were folding the towel when Leonard rose to his feet. "Wow," said Kelly, gazing at the front of Leonard's pants, "that is certainly an impressive boner, Leonard. What are you going to do with that?"

"When he gets big like this there's only one way to make him go back down again. I think it's called jerking off. Girls probably don't even know what that is. Anyway, I have to do it all by myself if Gretchen isn't around. Oh my, I wasn't supposed to say that --- forget what I just said, okay?"

The girls looked knowingly at one another. Anna winked and smiled. "Okay, Leonard, we didn't hear a word." With that, Anna and Kelly put their stuff back on their bikes and rode away, waving at Leonard who rubbed the huge bulge in the front of his pants as he began to walk toward his house.