I met Michelle on my first day at Central Junior High. I was almost thirteen and barely aware of girls. But even at Homestead Elementary, the year before, I'd known that most girls my age were quite aware of boys, and that a lot of them considered me kinda handsome.

Michelle was in my seventh grade homeroom and several of my other classes. She wasn't a stunning beauty, but she wasn't exactly ugly either. Her most obvious feature was her tits -- quite well developed for her age; probably the biggest tits on any seventh grade girl at Central that year. Like I said, I was barely aware of girls, but I couldn't help noticing Michelle's chest.

And from the beginning, Michelle seemed determined to make sure I was aware of her. I guess she considered me prime boyfriend material --immature, of course, but no more so than most other seventh grade boys. She kept acting very friendly toward me, and whenever she caught me ogling her tits she would grin at me to let me know it was OK with her.

One Thursday in early fall, the weather took a sudden cold turn. Michelle had worn a rather skimpy top, like she usually did, but I had my fleece-lined jacket. It was a long walk from Central to her house, and I lived only a short distance in the opposite direction. So, when she asked me to lend her my jacket, I thought it only reasonable to let her have it. I'd even have walked her home, but I needed to stay late at school that day to practice with the gymnastics team.

On Friday morning, Michelle was all apologetic -- she'd forgotten to bring my jacket. Even though the weather had warmed up in the meantime, this put me in a bit of a predicament: I was going fishing early Saturday morning with my granddad and I'd need the jacket. "No problem," Michelle told me. "Come by my house after school today and pick it up."

So after school, we walked to Michelle's house and went inside. There was apparently nobody else in the house. Michelle asked me to wait on the living room couch while she went up to her room to get my jacket.

I didn't have long to wait. Sooner than I'd have thought possible, Michelle came downstairs wearing my jacket, and hardly anything else. I could see her lace-trimmed panties peeking out below the jacket hem, crowning her bare thighs.

She sat down next to me on the couch and looked into my eyes. Sensing my nervousness, she took my hand. "Maybe you don't have to go home right this minute," she said. "We'll relax a while, and then maybe I'll fix us a snack."

"Yeah," I answered. "My mom goes shopping on Friday afternoons, so she won't mind if I'm a few minutes late." I kept looking at Michelle's bare legs, which were visible all the way up to her crotch.

She leaned her head on my shoulder, letting the jacket fall partly open in front. My view traveled higher up her legs and over her panties, and then -- I saw her naked tits peeking at me! The jacket flaps hid her nipples, but the middle of her chest was bare. I was looking at Michelle's bare tits! In the flesh, alive and real! "Wow!" I gasped.

"Enjoying your view?" Michelle teased, as she stared down at my growing erection.

"Uh...maybe...uh...maybe I'd better leave," I gulped.

"You can't go home without your jacket! Here, I'll take it off."

"Er...no, that's all right. Keep it on for now." I really didn't want to leave, but I wasn't sure what to expect or what to do.

"It's OK. Don't be scared," Michelle said. "Just sit here close to me for a while and keep me warm." As she leaned even closer to me, the jacket front fell wide open and she rested her chest against my T-shirt.

What an amazing sight -- Michelle's luscious orbs, now fully exposed! More beautiful than I ever imagined! Right here beside me, touching my shirt, her naked tits, gorgeous, delectably full and round, slightly flattened by the pressure of her body against mine. Pale in the soft light, capped by darker areolas surrounding the stiff points of her nipples.

I couldn't speak -- I could only gasp incoherently. I felt my cock, now fully erect, distorting the front of my pants, tenting my fly. I was aroused -- I was excited -- I was ecstatic -- I was wild! I wanted...it was so close...was it possible? If only...?

"Put your arms around me," Michelle encouraged, taking both my hands and sliding them around her body to the back of her waist. She lifted the hem of my T-shirt and massaged the middle of my back, then poked her fingertips a little way under my belt. Our bodies pressed together, almost without moving, for several minutes. Her head rested on my left shoulder and her left ear was very close to my lips. Boldly, I bent my head down to kiss her. The first skin my lips encountered was her cheek, just below her left eye. Michelle took my head in her hands and guided our lips together. Suddenly we were involved in a long, passionate kiss. Michelle probed between my lips with her tongue, and then sucked mine into her mouth.

I was enjoying this new and different sensation, when she took my hands again and placed one on each of her succulent celestial spheres. She wanted my hands there, touching her tits! But...how? Gently, gently now!

With my hands I cupped and lifted Michelle's supple tit globes. Feeling the stiffness of her nipples against my palms, I explored their tips with my fingers, moving very softly across and then around, circling her areolas. "Ooh!" she sighed, barely breaking our long kiss. "Yesss! That feels sooo good!"

Almost worshipfully, I cradled the pliant flesh in my hands, not pushing or pressing or squeezing -- only caressing. I bent down and kissed her nipples with my open lips, and then very gently with my teeth, in a ritual of adoration.

I should have been expecting Michelle's next move -- her fingers, stroking the crotch of my jeans, feeling my obvious erection. It jerked as she traced its outline. She closed her hand on the hard mass in my pants and squeezed as I pressed her breast with my hand. "I don't know what to do," I confessed.

"Me neither," she replied. "I've never held a real live naked cock in my hand. I want yours now. I want to see it up close. I want to see how big it is."

"I...think...it's about average size for my age, and it'll get bigger. All the guys swim naked in the creek, so that's how I know."

With her fingers Michelle pulled my zipper down and parted my fly, and by now I was way too aroused to object. Reaching inside my shorts, she pulled out my hard cock and held it in her hand, pulling my foreskin back. After studying it for several minutes, she said, "I like it...really I do! The purple tip at the end has such a cute shape!" Her fingers explored my cock and balls and felt the drop of pre-cumm juice in the slit at the tip.

Then Michelle pulled my shirt off and sat on my lap. She fingered my naked chest and pressed her tits against it. She was still wearing my jacket, but it was pulled well back at both sides.

After several more minutes of warm cuddling and French kissing, Michelle stood, facing me with her hips thrust forward. The crotch of her panties was damp, and I could see the outline of her pussy through the nearly transparent cloth. As I reached my hand toward her crotch, she guided my fingers up and down her slit. I was getting more and more aroused. "Can I kiss you there?" I asked her.

Michelle's fingers moved the cloth to one side, presenting her furry mound to my view. Then she said, "Wait!" as she removed her panties and leaned back on the couch with her legs spread wide open. She showed me how to kiss and lick her twat, flicking her clit and fucking her hole with my tongue.

"My turn now!" she said, reaching down and removing my sneakers, then pulling off my jeans and my shorts. Both of us were now completely naked, except that Michelle still had on my jacket. "Show me how I should kiss it," she said, holding my cock in her fingers and pursing her lips around my cock head.

"Suck on it," I urged her. Slowly, she let the head of my penis slide past her lips and into her mouth, and she started tonguing it and sucking up and down. She sucked as far down on my cock as she could, then pulled out, meanwhile massaging my balls with her hand.

The tempo of her sucking increased as Michelle sensed my growing arousal. My breath came shorter and heavier and I thrust more and more urgently into her mouth. As my penis began to spasm, I gave a long wail and my thick semen shot into her mouth. She let the jism shoot against her tongue and trickle down her throat. She swallowed as much of my goo as she could, but some of it dripped down her lips and chin.

Thinking I was finished, Michelle let my penis slip out of her mouth. But one final spurt of jism shot onto her tit, and I smeared it across her nipples like finger paint. Then she eased my cock back into her mouth, milked it dry while it softened, and released it from her mouth with a slurp.

I put my hand on her mound again and worked my finger down her juicy slit, finger fucking her and making her quiver ecstatically. While I fingered her hole I tongued her luscious nipples, sucking them one after the other, drawing her delicious breasts toward my face. Her whole body trembled with pleasure.

Still stroking her pussy, I guided Michelle's hand to my cock, which quickly grew hard again under her touch. I pulled my hand away from her pussy and sat up, saying, "I don't want to go off in your hand. I want to put it inside you now. I want to fuck you!"

She whispered in my ear, "Go for it! Put it in me right now and fuck me good!" She kissed me softly and then leaned back on the couch.

I moved between her legs, pressing them apart as I lowered my cock against her steaming pussy lips. Neither of us had ever fucked before, but we relaxed and let our instincts guide us. While Michelle spread her slit with her fingers, I placed the tip of my cock at the mouth of her twat. I slowly pushed it a little way inside and then began working it deeper into her slit. Soon, I'd completely penetrated her cavern and she was telling me how good my hard cock felt inside her hungry cunt.

I'd never felt so good before and I wanted it never to stop. I lowered my head and sucked on her firm nipples, while my hips kept pumping my hard cock in and out of her cunt. Michelle kept breathing hard and gasping, "Don't stop! Don't stop now!"

We both reached orgasm at the same time, and I fell into her arms as we rolled onto our sides. My cock softened and slipped out of her, coated with a mixture of my semen and her pussy cream. Sticky strands of the juicy mixture stretched across our legs from her vagina to my penis. I looked into her eyes and told her that was the most incredible feeling I had ever had. Michelle agreed.

Michelle raised up and straddled my body, oozing fluid from her pussy onto my flaccid cock. Then she lowered her face and kissed me warmly on my lips. My fingers again fondled her nipples and I moved my arms up around her shoulders, holding open the jacket front and pulling her succulent tit globes against my chest and my face. We continued kissing and fondling each other's bodies for several long minutes, almost falling asleep.

Suddenly I groaned, "Hey! It's getting late! I've got to get home right now!" Michelle quickly slipped the jacket off her shoulders and gave it to me. Seeing her completely naked for the first time, I grinned. "You look great in that outfit," I told her.

"Your 'birthday suit' looks pretty good on you, too," she laughed. "We've got to have another one of these 'costume parties' some time soon."

I slipped into my clothes and ran toward home, flushed with excitement. I suspected that Michelle was already starting to plan our next fuck, and I could hardly wait to find out how she would arrange it.