Pantsing and Stripping Forums

For Spathic Swordmaiden

This will not be a very long/ongoing story, probably one or 2 chapters max, but I felt the need to deliver after asking what kind of story our beloved Swordmaiden might enjoy.
She was pretty specific, so I hope I’m able to deliver

(Edit: Ended up being 3 chapters total)

Intriguing Development

Dillon was in the throws of pubescence.
He’d discovered the pleasures of masturbation at age 10, and as such, was a chronic masturbator by age 11.
Around 13 or so, Dillon noticed certain changes.
His penis would get stiff, like usual, but now, it would also grow, almost doubling in length and girth!
This was alarming to Dillon, as it was already difficult to hide his penis.
Over the last 2 years, his penis had grown substantially.
Now, when he got an erection, the only way to achieve some level of comfort was to remove his pants completely.
It would also stick straight up.
He had yet to grow any hair down there, so this only made the difference between his flaccid state and his erect state that much more prominent.
Dillon would often traipes around his room (or house, if his parents were out) completely naked!
He found it thrilling, and as a result, his penis would often become erect.
He wasn’t vain, but he found the way his penis looked in that state to be fascinating.
Before, when it would get hard, it would just stick out.
It was still quite large, but now, it grew even bigger!
Dillon also discovered that it felt AMAZING to play with it.
Though, only for a bit.
Eventually he would feel a hot ‘sting’ and his balls would get tight.
So, he’d stop then and wait for his penis to go limp again before repeating the process.

Dillon had heard other boys in his class talking about their own penises, and about getting hard and playing with them.
It seemed a lot of the boys in his class would even hang out and masturbate together!
Dillon was far too shy to let anyone see him naked though.
Even his own male classmates.
Maybe, if they were friends, it would be different.
But they weren’t friends.
The other boys weren’t mean, but they did pick on him.
He was quite skinny.
It was early in the school year when they were all changing after gym.
All the boys were in various states of undress.
From shirtless to completely nude.
Dillon didn’t understand why some of them were so nonchalant, even cavalier about their nudity.
Dillon did his best not to look, but couldn’t help catching a glimpse or 2 of his classmates genitals.
He was quite confused by what he saw.
Only a handful of the boys had pubic hair, let alone armpit hair or chest hair.
Dillon himself was relatively hairless.
But what confused Dillon the most was the other boys’ genitals.
The boys confident enough to expose themselves would often tease or joke about the sizes of their penises in relation to the others.
Dillon wanted to avoid that at ALL costs.
He was really self conscious about his genitals.
On top of being shy in general, Dillon was also extremely introverted and timid.
Dillon had managed to keep his privates safe from the view of his classmates thus far, but that was all about to change in a moment.
As he stepped out of his shorts and placed them in his locker, he was caught off guard by Jake.
Jake was what you’d call a stereotypical ‘popular guy’.
Not a jerk, or a bully.
Just inadvertantly smug and arrogant.
And much MUCH more athletically inclined.
Jake had also been the instigator in a recent lockerroom ‘game’.
A game of catching one of your classmates at his most vulnerable and giving him a wedgie, or pantsing him in front of everyone.
Dillon had his regular t-shirt on, and had just stepped out of his gym shorts.
He was unfolding his pants when Jake struck from behind.
“Pube check!” Jake yelled as he pulled Dillon’s briefs down from behind.
Dillon stood stunned for a moment.
Until he saw Harry and James look down.
“Holy crap!” Harry yelped.
“Jeez dude!” James looked appalled.
Jake quickly stepped around Dillon to get a look at what had made his classmates react like that.
Maybe Dillon was especially underdeveloped.
Jake immediately felt guilty over humiliating the poor kid, especially since Harry and James were a couple gossips.
He’d satisfy his curiousity, then make sure Harry and James kept their mouths shut.
“Hey, Dill. I’m sorry man! It’s no big deal if you’re-“
Jake’s words caught in his throat.
In the brief moment before Dillon managed to get his pants up and on, Jake got a good look at Dillon’s genitals.
He didn’t see any hair, but he did see a floppy tube of flesh snaking through the air.
It was mesmerizing!
Dillon quickly got his stuff and bolted.
“Did you see that?!” Harry gasped.
James cupped his hands self consciously over his boxer covered crotch.
Jake gulped, tugging at the front of his boxers, squeezing his own flaccid member, compairing it to what he’d just seen on Dillon, and coming up woefully short.

Heather was a cute, bubbly girl with long, wavy red hair.
She was also very kind.
This should have made her quite popular with everyone in school.
However, the girls in her class tended to ignore her, or be outright mean.
Heather didn’t understand it at first.
She thought perhaps it was because so many boys would try and sit with her at lunch or in class.
Or try to walk with her in gym.
It made Heather uncomfortable on both fronts.
But she always did her best to stay upbeat.
It was a difficult balancing act, but she did manage to gain and maintain several close friends.
That didn’t solve ALL her problems though.
Especially once Heather overheard some of the girls talking while changing after gym.
She was sitting on a bench in the lockerroom in just her sweatshirt and panties, having partially changed.
They had just finished the mile run, and Heather had done quite well.
She heard several of her classmates from the otherside of a wall of lockers talking.
“Gah! I can’t believe she finished near the top!”
“Seriously! How does she run with those things?!”
“They probably pull her forward on gravity alone! Ha!”
Heather looked down at the front of her sweatshirt.
Though billowy, the fabric could only do so much to conceal her sizeable breasts.
Heather was only 13, and while not the only girl showing signs of development in her class, she was the one most ‘noticably’ going through changes.
Between ages 11 and 12, Heather’s chest had swelled to a healthy D cup.
Her mother had chastised her for needing bras so early, and it made Heather feel self conscious.
What else made Heather feel self conscious was the 2 most popular girls in the 8th grade,
Amber and Cassum.
They were the typical snobby ‘mean girls’.
While Heather was fortunate enough to avoid conflict or attention, she was strangely drawn to eavesdrop on their conversations.
Especially since they revolved around sex!
Apparently, the girls had quite a reputation amongst certain boys.
Through her eavesdropping, Heather learned many details about several of her male classmates.
Details that made her imagination run wild.
Heather heard about erections, penis sizes, penis SHAPES!
And, Heather heard several girls talk about ‘handjobs’.
All of these lurid facts and details made Heather feel tingly and excited!
She fantasized about what a boy’s ‘penis’ looked like!
What an erection was!
What a penis FELT like!
Apparently, there were several boys who had very ‘small’ penises, and the girls took great pleasure in making fun of this fact.
Only once or twice did Heather hear one of the girls describe a boy as ‘big’.
But between the bits and pieces of conversation and her own imagination, Heather determined ‘Bigger Is Better.’
She only wished she felt the same way about her chest.

Our story begins after school one day towards the end of the year.
Both Dillon and Heather had managed to expand their friend groups, and even had several interactions with one another.
Heather was quite taken with Dillon, as he was very shy and cute.
Several girls had tried to get his attention, but he was always painfully awkward.
As the year progressed, Heather overheard rumors that several boys were planning to play some sort of prank on Dillon.
She heard these rumors from both guys and girls.
She didn’t like the way her classmates were plotting, especially since Dillon had never done anything to anyone.
Heather had come a long way in coming out of her shell, but still felt like a bit of an outsider.
If she and Dillon could only read eachother’s minds…

“Why are you doing this?!” Dillon begged as Harry and James dragged him by the wrists into the park where 4 other boys from Dillon’s class waited, along with one other, much taller, bigger boy.
One boy from Dillon’s class stepped forward.
“This is him.” He pointed to Dillon.
“We heard you were bragging about your dick!” Another boy pointed.
“Yeah! Saying how even us highschool guys can’t measure up!” The older boy scoffed.
This must be Harry’s older brother!
“I never said anything like that!”
Dillon pleaded.
Dillon pulled against Harry and James.
“No WAY a 13 year old has a bigger dick than me!” Harry’s older brother scoffed.
The 3 other older boys chuckled.
Harry’s older brother stepped forward.
“Get his shoes.” He commanded.
Dillon was stunned.
He barely fought back as the older boys lifted his legs and took his shoes and socks.
It wasn’t until he felt the button on his pants come undone that he began to struggle.
“No! Don’t!” He begged as his pants slid down and off his feet.
“What the-?!” One of the older boys gasped.
Dillon continued to struggle, now in just his white briefs and t-shirt.
Harry and James switched off holding Dillon to get his shirt off.
As skinny as he was, it took 2 of the older teens help to get it off.
The older teens were momentarily stunned by what they saw.
There was a thick, off center ‘U’ shape in the front of Dillon’s briefs and a sizeable ‘buldge’ between his thighs.
“No way!” Another older boy gasped.
“Told you!” James yelped.
Harry’s older brother looked disgusted, but stepped forward.
“Nah! It’s gotta be a rubber snake or something! Get ‘em off!” The older teen pointed.
No one moved for a moment.
Dillon took the opportunity to try and break free, but James and Harry held fast.
“Fine!” Harry’s older brother stepped forward.
“Alright ‘big man’, let’s see this thing in person!”
Harry’s older brother grabbed the waistband of Dillon’s briefs and yanked down.
Dillon felt his penis unfurl and flop around, freed from the confines of his tight briefs.
Everyone was quiet as Harry’s older brother slid Dillon’s underwear down and off, leaving him completely naked!
“There! Nothing to-“ Harry’s older brother cut himself off as he watched Dillon’s penis flop free!
Dillon was stunned.
He was now completely naked in the open, surrounded by 4 of his classmates and a few older teen boys!
Dillon had never been naked outside, or so far from home!
One of the older teen boys broke the silence first.
“Holy shit! That thing’s huge!”
Everyone looked at him, shocked.
“Told you!” James repeated.
“Jeez!” Harry gasped.
Harry’s older brother grabbed Dillon’s clothes.
“Hey!” Dillon gasped. “Give those back!”
Dillon struggled.
The boys all watched his massive penis swing and flop around.
On Dillon’s skinny frame, it as quite comical.
None of the older boys would admit it, but even erect, they were no where near Dillon’s size!
“Sure.” Harry’s older brother taunted. “You want your clothes back? Come get ‘em.”
He looked at his friends holding Dillon’s clothes.
“We’ll be at the Plaza fountain. Get there before midnight, or you can pull your clothes out of the fountain water!”
The boys ran into the night with Dillon’s clothes.
Harry and James let go and stepped back.
Dillon did his best to cover, folding his penis up and clutching it to his abs.
“S-Sorry, man.” Harry shrugged.
“Just get to the fountain. He’s a jerk, but he’ll give your clothes back.” James said, sheepishly.
With that, they too ran into the night.
“Wait! Don’t leave me!” Dillon begged as he watched his classmates disappear.
Dillon took a few gingerly steps on the grass, realizing without his shoes, he wouldn’t be able to run.

Heather had just finished up helping her favorite teacher plan out the next day’s lesson.
“Better get going, Heather. It’s already dark.” Ms Haney smiled sweetly.
“I know. It’s okay. I cut through the park. It’s safe!” Heather assured her teacher.
Ms Haney shrugged and smiled as Heather packed and headed out of the school.
As Heather crossed the parking lot and reached the main road, she found herself replaying those conversations she’d overheard during the year.
The discussions of various boys and the descriptions of their ‘privates’-
Their ‘penises’.
She’d learned that many of her middleschool friends had actually ‘hooked up’ with highschoolers.
Apparently, they all had ‘big ones’.
Heather still had no reference for penis size other than her imagination, but the more she heard, the more she desperately wanted to see one for herself.
And hearing about ‘handjobs’?!
Oh!
To touch one would put her over the moon!
Heather hugged herself, squeezing her massive breasts.
How though?!
She thought she was so shy!
She thought at this point, the only way she was going to get a chance like that would be if she just stumbled across a naked boy in the wild!

Dillon hadn’t moved far.
Not far at all, in fact.
When he’d been stripped, he’d been by the tree line near the far fence of the park.
Now, he was in the middle-
In the open!
The 13 year old’s heart was racing!
He was naked!
In public!
Sure, it was dark, but still!
He had a long way to go to get to the fountain in the shopping center.
He was near his school, too!
Dillon felt his penis twitch.
“No! Not now!”
He begged , feeling his member twitch beneath his hands.
Dillon knew, if he got an erection, he wouldn’t be able to hide it.
He continued to step gingerly through the park.
Thankfully, by the time he reached the fence by the road, his penis was back to it’s floppy flaccid state.
Dillon felt the head of his penis resting against it’s base as he kept it literally folded in half.
It was the only way to keep it concealed.
It felt strange as the smooth skin of the head rubbed the smooth skin of his pelvis at the base of his abs.
Running while covering was awkward and difficult, but if he uncovered, his penis would flop and swing wildly.
He had a long way to go, and even though it would be late by the time he reached the fountain where his clothes awaited, that meant less risk of being seen.
Or so Dillon hoped.
Dillon bolted across the road, leaving the park and entering the middle school campus.
Dillon crept along the chainlink fence of the school field, walking on the grass between it and the road.
He just hoped no one was leaving the school late.

Heather exited the school parking lot and began walking along the fenceline towards her neighborhood.
The straps of her backpack held her shoulders back and pulled the fabric of her blouse tight, highlighting her more than ample bossom.
Heather walked in a daze, her imagination ramping up.
First, she thought about Dillon.
Sweet, kind Dillon.
She pictured him with her-
Walking with her.
She pictured him naked.
She knew from the pool he was skinny.
She could see his legs, his abs and chest.
But try as she might, she just couldn’t picture his genitals!
His penis!
His balls!
She had an idea, of course, but with him covering like that, she couldn’t see what she desperately wanted to see!
Heather stood.
She felt strange and tingly.
Her imagination was getting the best of her.
Here, just outside the school, along the fence, she was seeing Dillon.
Naked.

Dillon froze.
He knew her crimson hair the instant she stepped beneath the street light.
Heather!
Of all people to run into now-!
Of all the GIRLS he could have run into-!
It had to be his crush?!
The two 13 year olds stood about 15 feet apart, frozen.
Heather’s eyes fell to Dillon’s hands.
“D-Dillon?” She asked, gripping her backpack straps.
“H-Heather!” Dillon crouched down instinctively covering as much of his bare body as possible.
Heather gasped.
This wasn’t her imagination!
This was real!
This was Dillon!
NAKED!
“Oh my god! Dillon! What happened?! Why are you-?” The words caught in Heather’s throat.
It was as though voicing it might make Dillon’s clothes materialize.
“The guys!” Dillon gasped. “They ganged up on me and stripped me!”
Dillon’s entire body turned crimson.
Heather’s heart was racing.
Her crush was crouching before her without a stitch of clothing!
“Do you have anything I can wear?!” Dillon begged, eyeing Heather’s backpack.
In truth, she did have her gym sweatshirt in her bag.
It would be more than enough cover for her naked crush.
Heather again looked at Dillon’s crouched, naked body.
She admired the sideview of his curved, buttocks.
She could see his fingers pressed together, trying to cover everything, but she could swear-
She could see the bottom of his balls, hanging down!
It was thrilling!
He was covering his bits-
His penis!
But it wasn’t like in shows or cartoons Heather had seen.
Dillon seemed to be having trouble keeping everything hidden.
Heather was indeed concerned and upset by Dillon’s plight, but when would she get another opportunity like this?!
She was here with a naked boy!
Not JUST a naked boy!
It was Dillon!
Sweet, kind Dillon!

Dillon was beyond panicked.
Not only had he failed in avoiding being caught naked, but of all people, it was Heather!
Dillon carefully adjusted his hands and shifted his weight.
He did NOT want Heather to see him like this!
Heather bit her lip and shook her head.
“No. Sorry Dillon. I don’t.” She said sweetly.
She stepped towards him.
Dillon panicked and awkwardly tried moving away, staying crouched down.
Heather looked up the road, passed Dillon.
A car was coming!
“Dillon! Hurry! Get behind me!” Heather pointed.
Dillon glanced over his shoulder to see a pair of headlights coming down the road towards them!
He looked at Heather.
Heather now stood straight, legs slightly spread and her chest puffed out, trying to create the best human shield she possibly could.
Dillon’s eyes locked onto Heather’s blouse, the buttons seemingly threatening to pop.
He was momentarily stunned by Heather’s heaving bossom.
“Dillon!” Heather yelped.
Dillon didn’t hesitate any longer.
He stood and bolted behind Heather.
As he moved, so did his hands.
Heather’s eyes went wide as Dillon’s ballsack swung between his legs as he took 2 bounding leaps towards her!
A peach.
A perfectly creased peach.
That was the first comparison Heather’s mind conjured.
But Heather fought back against her own thought.
That was no peach!
Those were Dillon’s balls!
She’d just seen Dillon’s balls!
Dillon passed her and huddled behind her.
He stood as close as he could, keeping his penis pressed to his abs with both hands.
He could smell Heather’s hair.
Strawberries.
Heather stood still, trying not to move in order to shield Dillon.
Dillon accidentally nudged Heather in the butt with the back of his hands, making her yelp.
“Eep!”
“S-Sorry.” Dillon whispered.
Heather didn’t respond.
She was stunned.
Was that Dillon’s-?!
Did he just poke her butt with his-?!
They stood still as the car passed.
All Heather could think about was the cute naked boy behind her!
He was so skinny, but cute!
Heather watched the car pass, turning with it until she was facing Dillon.
This close, she could tell he was blushing.
His blue eyes were sparkling.
“Whew! That was close, huh?” She blushed.
“Y-Yeah. Thanks.” Dillon said timidly.
Heather looked down at Dillon’s hands.
He had them layered on top of one another, overlapping onto his abdomen.
His balls were in plain view!
Heather was speechless!
Dillon didn’t notice at first, as he was admiring Heather’s chest.
Finally, he looked up into her eyes.
But her eyes were locked elsewhere.
Dillon followed her gaze down to his hands and realized his balls were visible!
“Ah! No!” Dillon yelped and turned away from Heather.
She saw him adjusting his hands.
“Are you okay?” She asked, gently placing her hand on his shoulder.
She did allow herself to take in the view of Dillon’s butt.
It was so pale and round in the moonlight.
“Y-You didn’t see anything, did you?” Dillon asked timidly.
Heather replayed seeing Dillon’s peach-shaped ballsack in her mind.
They looked so much bigger than she thought they would!
She wondered if what they were beneath would be equally as big.
“Not much.” She smirked.
Dillon hung his head.
Heather rubbed his back, admiring his smooth skin.
“What are you going to do about your clothes?” She asked.
“ I have to get to the Plaza fountain before midnight!” Dillon pleaded.
“Why?” Heather asked, concerned by Dillon’s tone.
“Those JERKS are gonna dump my clothes in the fountain if I don’t!”
Heather looked Dillon up and down from beside him, lingering on his hands.
“I-I need to get going.” Dillon said.
Dillon trembled and stepped closer to the fence.
Heather watched Dillon’s toned butt flex as he started away.
Heather pinched herself.
“Wait!” She gasped.
Dillon looked at her, then at her backpack again, hoping maybe she DID have something for him to wear.
“I’ll come with you!” Heather offered, eagerly.
“Huh?!” Dillon gasped.
“Yeah! In case you need a shield from cars or, god forbid, people!” Heather blurted. “I’ll help you!”
“But, Heather! I’m naked!” Dillon gasped, seemingly confused by the idea of being escorted by his female classmate.
“Hmhm! I know!” Heather blushed with a smile and a shrug.
This boosted her breasts and pressed them together.
Dillon noticed and gulped.
He felt his penis twitch.
“Come on! I know the fastest way!” Heather held out her hand.
Dillon’s heart began to race.
His crush was offering to hold his hand!
He began to move his hand away from his balls to take her’s, but then he saw her eyes go wide and her mouth open in a gasp.
He clutched himself tighter, pressing his penis harder against his abs and cupping his balls as best he could.
“I- I can’t hold your hand.” He said, unable to hide his disappointment.
Heather also made no effort to conceal her disappointment and frowned.
“It’s just-“ Dillon’s whole body blushed.
“I-I need both hands.”
“Oh.” Heather lowered her hand, dejected.
But then, Dillon’s wording-
The way he’d said it-
Heather remembered how big Dillon’s balls had looked.
“Oh!” Heather repeated, a certain ‘realization’ coming over her.
“Okay! Hmhm!” She chuckled, bashfully.
“Stay close though. You know, just in case.”
Dillon nodded and the 2 set off into the night.

NudeBaG wrote: Fri May 22, 2026 9:01 pm For Spathic Swordmaiden

This will not be a very long/ongoing story, probably one or 2 chapters max, but I felt the need to deliver after asking what kind of story our beloved Swordmaiden might enjoy.
She was pretty specific, so I hope I’m able to deliver

*blush* *blush* *blush*

“Seriously! How does she run with those things?!”
“They probably pull her forward on gravity alone! Ha!”

Ah, yes. They said that about me quite a lot in school. Along with
"How does she eat so much without getting fat?" "It probably goes straight to her boobs."
And jokes about cows in the southern suburbs with farms close enough to the town.

Heather still had no reference for penis size other than her imagination, but the more she heard, the more she desperately wanted to see one for herself.
And hearing about ‘handjobs’?!
Oh!
To touch one would put her over the moon!
Heather hugged herself, squeezing her massive breasts.
How though?!
She thought she was so shy!
She thought at this point, the only way she was going to get a chance like that would be if she just stumbled across a naked boy in the wild!

Oh this one caused me an out loud giggle.

Heather exited the school parking lot and began walking along the fenceline towards her neighborhood.
The straps of her backpack held her shoulders back and pulled the fabric of her blouse tight, highlighting her more than ample bossom.
Heather walked in a daze, her imagination ramping up.
First, she thought about Dillon.
Sweet, kind Dillon.
She pictured him with her-
Walking with her.
She pictured him naked.
She knew from the pool he was skinny.
She could see his legs, his abs and chest.
But try as she might, she just couldn’t picture his genitals!
His penis!
His balls!
She had an idea, of course, but with him covering like that, she couldn’t see what she desperately wanted to see!
Heather stood.
She felt strange and tingly.
Her imagination was getting the best of her.
Here, just outside the school, along the fence, she was seeing Dillon.
Naked.

She just like me for real for real.

Dillon followed her gaze down to his hands and realized his balls were visible!
“Ah! No!” Dillon yelped and turned away from Heather.
She saw him adjusting his hands.
“Are you okay?” She asked, gently placing her hand on his shoulder.
She did allow herself to take in the view of Dillon’s butt.
It was so pale and round in the moonlight.

Ah yes while the penis and balls are most definitely the best parts of the male private anatomy I cannot think of any non-lesbian or non-asexual woman I have met who does not appreciate a nice booty. And even then I have met asexual women who enjoy a good male butt because of their aesthestic attraction. I.e. you can find someone beautiful or sexy without any urge to do sexual acts with them.

“I’ll come with you!” Heather offered, eagerly.
“Huh?!” Dillon gasped.
“Yeah! In case you need a shield from cars or, god forbid, people!” Heather blurted. “I’ll help you!”
“But, Heather! I’m naked!” Dillon gasped, seemingly confused by the idea of being escorted by his female classmate.
“Hmhm! I know!” Heather blushed with a smile and a shrug.

I do so love when they protest their situation by reminding the other party ""but I'm naked!"

This boosted her breasts and pressed them together.
Dillon noticed and gulped.
He felt his penis twitch.

Mmm...

“Come on! I know the fastest way!” Heather held out her hand.
Dillon’s heart began to race.
His crush was offering to hold his hand!

Oh my, how lewd.

“Oh!” Heather repeated, a certain ‘realization’ coming over her.
“Okay! Hmhm!” She chuckled, bashfully.
“Stay close though. You know, just in case.”
Dillon nodded and the 2 set off into the night.

A very good story. It was quite stimulating. I was blushing at the idea you made this based on my input but I cannot deny enjoying the end result.

Heather and Dillon already have such good chemistry.

Good story. I hope she helps him get fully to the fountain.

Intriguing Development Part 2

Heather and Dillon continued their walk into the night, heading towards the shopping center fountain.
Dillon stayed close, but lagged just behind Heather.
Heather kept a look out for other people, but couldn’t help be distracted by her naked crush, following just behind.
Dillon was taking short steps, and pausing occasionally before catching up.
Walking on pavement barefoot is NOT fun.
Much to Heather’s enjoyment, every once in a while, when hopping to avoid particularly rough patches in the pavement, Dillon would move his hand away from his balls for balance.
This would elicit a chuckle and result in Dillon blushing and cupping tighter for a bit.
Heather slowed her pace to walk beside Dillon.
“You okay?” She asked.
“Y-Yeah. Gah! Why’d they have to take my shoes?!” Dillon groaned.
“Why did they have to take your clothes?” Heather shrugged.
Dillon froze.
It wasn’t her intention, but Dillon couldn’t ignore the poignance of her question.
“Jerks.” Dillon muttered.
Heather had sparked her own interest.
“No. Really. Why DID they take your clothes?” She asked.
Dillon reflexively lifted his shoulders.
Heather couldn’t help looking at his hands again.
She looked Dillon up and down.
He was adorable!
But also, that ‘tone’ of his body.
While not muscular, he was certainly not ‘unattractive’.
Looking into his eyes, Heather noticed.
She and Dillon were the same height!
“Who did this to you, again?” She pressed.
Dillon sighed.
“James, Jake, Harry and Harry’s older brother.” Dillon said timidly.
Heather gasped, knowing the boys Dillon was talking about.
“And some other older boys, too.” Dillon choked. “Friends of Harry’s brother, I think.”
Heather felt an anger boil up inside of her.
Dillon was such a nice boy!
Why would they do this?!
Especially OLDER boys?!
Again, that nagging feeling.
WHY?!
“But why take your clothes?” Heather pushed.
Dillon squirmed.
“In the locker room. They saw my-“ He paused.
“They heard that my-“ He winced.
Dillon looked down at his hands.
Heather’s eyes also looked down at Dillon’s hands, cupped tightly over his genitals, though, not against his abs, like before.
Heather stared, intently.
As though she could ‘will’ Dillon to move his hands, letting her see his penis.
Heather felt her stomach do flips again.
As well as a hot ‘tingle’ in her privates.
Dillon shifted his hands.
It wasn’t much, and it was only a moment, but Heather caught a glimpse of an expanse of flesh that made her inexplicably dizzy!
Heather saw the part of Dillon’s body where his penis met his pelvis!
She had now seen his butt, balls and the ‘base’ of his penis!
Heather was awestruck!
But it wasn’t enough!
She still couldn’t picture it!
She HAD to see it all!
She HAD to see Dillon’s penis!
But the way he had his hands layered and spread out made it impossible!
“They heard ‘what’?” Heather asked.
Heather again could see Dillon’s whole body blush.
“They heard my, ‘you know’-“ Dillon looked down at his hands.
Heather bit her bottom lip.
She couldn’t help it.
Dillon shivered.
Heather looked into his eyes.
He was so nervous!
“Oh!” Heather gasped, a realization washing over her.
Of course!
How could she be so thoughtless!
Dillon was, after all, a scared, NAKED 13 year old boy.
Heather spoke before realizing what she was about to say.
“They heard you were-“ Heather tried, but failed to come up with the proper word. “-‘small’?”
Dillon gasped, a look of pure mortification coming onto his face.
Heather regretted her words immediately!
How could she?!
As naive as she was, she KNEW boys were sensitive about that!
And now, she’d just implied that Dillon, HER CRUSH, was small!
Heather shook her head.
“No! I mean-! I didn’t mean-! I haven’t seen- So…” Heather covered her face, mortified at her implication.
“I’m sorry!” She stepped forward, instinctively extending her hand, reaching for Dillon’s chest.
Dillon cowered.
Heather’s fingers made contact with Dillon’s chest.
She admired his soft, smooth skin.
While not big, she could clearly see the lines of pectoral muscles forming.
Her heart was pounding!
Her hand traced the ‘line’ down the center of his chest, down to his abs.
And Dillon DID have abs!
His body seemingly had ZERO fat!
Heather was mesmerized by how smooth his skin was, yet how tense his muscles were.
She considered herself quite ‘soft’ so, the contrast between her body and Dillon’s was obvious.
She traced up and down his skinny, toned torso a few times, her own shyness overtaken by hormones.
She was touching a naked boy!
Dillon!
Dillon didn’t pull away, just shivered.
Heather’s fingers ran down the line of his abs.
While she couldn’t see each one, she could certainly FEEL each one!
Heather looked down at Dillon’s hands.
Oh, how she wished he would move them-
Let her see his penis!
Her FIRST penis!
HIS penis!
“H-Heather?” Dillon shivered.

This was new.
This was alien.
Heather’s touch was so gentle.
Dillon couldn’t deny it was putting him a bit at ease.
Heather, herself, was surprised by her forwardness.
Never in a million years would she have thought about touching a boy like this.
Except-
She did.
She thought about touching a boy like this a lot, actually.
She never thought it would actually happen, but, still…
And the fact that it was Dillon?!
Gah!
As bad as Heather felt for the poor boy, she couldn’t believe her luck!
Heather looked down at her hand, which was now tracing Dillon’s navel!
“H-Heather?” Dillon whispered, breathily.
Dillon was lifting his heels, alternating.
He looked dizzy.
He trembled.
The street next to them was empty.
They were between street lamps.
Away from neighborhoods and public congregations.
The moon light was bright and perfect.
Dillon’s smooth skin was perfect.
Heather moved her hand to Dillon’s wrist.
She moved her other hand to his other wrist.
She looked Dillon in the eye.
He looked so scared-
Timid.
Heather moved her fingers inward and downward, finding Dillon’s palms.
Dillon shivered.
“Let me see?” Heather whispered.
Dillon delayed-
Winced.
“But I-“ He cut himself off.
Heather’s heart hammered!
She could feel soft flesh at her fingertips as she held Dillon’s hands.
Heather kept looking into Dillon’s eyes while also focussing on her lower periphery.
Her hands were on his hands-
Which were on his privates!
Slowly, gently, Heather moved Dylan’s hands to his sides.
He let her!
She couldn’t help but gasp seeing SOMETHING flop down in her lower periphery.
Heather and Dylan stood for a moment, looking into one another’s eyes.
Heather couldn’t fight it any more.
She lowered her eyes.
“Hah!” She gasped.
Dillon’s naked torso was one thing, but now, there was something else.
‘It’.
Dillon’s penis!
Heather felt her eyes grow, trying to take it all in.
She’d been admiring Dillon’s smooth, toned thighs since finding him naked on the street, only imagining what was between them.
Dillon’s penis hung limp, long, thick and smooth-
A perfect tube of flesh, capped off by a round, bulbous, ‘mushroom’ head.
Draped perfectly over his big balls, Heather took in the full package!
THAT was a penis?!
Shaft, head, balls-
Everything!
It was different than she’d expected though.
She’d overheard other girls discuss ‘size’ and how penises changed when they got ‘hard’, but as far as she could tell, Dillon was NOT hard.
But still, his penis looked huge!
His balls too!

Dillon was stunned.
Exposed in front of his crush!
But still,
He followed Heather’s flowing red hair to her heaving bossom.
He pictured her bare chest-
Her massive breasts!
“Oh gah!” Dillon gasped.
Heather was still holding his hands.
She felt Dillon move to cover, but she held firm, keeping his hands in her’s.
“Dillon?” She asked.
Dillon just shivered.
Heather looked down again.
“Don’t look!” Dillon yelped.
But Heather couldn’t look away.
As impossible as it seemed, his penis was growing!
Heather watched as Dillon’s penis twitched, lengthening even more and starting to point up!
Dillon tried to pull away, but Heather held firm.
Heather was again mesmerized as Dillon’s penis grew before her!
Soon, it complimented his balls, protruding up and out from his pelvis in a comical fashion!
Heather gasped and let go of his wrists, stepping back in apprehension.
Dillon clutched his hands over his member, only able to cover 3/4ths of it, leaving the base and balls exposed!
He didn’t turn away, but covered the head with one fist, and alternated between gripping the shaft or trying to cover his balls with the other!
“Hehehe!” Heather let out a nervous chuckle.
Yes, Dillon’s current movements were quite comical, as were the ludicrous size of his genitals, but Heather was laughing more so out of shock.
But this was it!
Her chance to see a penis!
An ERECT penis, at that!
Even more, DILLON’s erect penis!
All Dillon could do now was hold his penis against his abs, hiding the head and as much of the shaft as he could.
Heather could see his balls, and he knew she’d already seen his penis, but now, fully erect, he was mortified!
He wanted to run!
But still, Heather had been trying to help him, right?

Snapping out of it and realizing this was her chance, Heather stepped towards Dillon.
Dillon cowered.
“I-I’m sorry!” He yelped.
Heather shook her head.
She gently patted her chest just above her breasts.
“It- It’ll go back down in a bit! I’m sure!” Dillon pleaded.
Heather gasped.
She didn’t want that!
She wanted to see it now!
While it was erect!
“No!” She gasped, closing the distance between them.
“Huh?!” Dillon gasped.
Heather realized just how absurd her exclamation just now had been.
“No. I mean-“ Heather reached for Dillon’s chest.
She gently touched his smooth skin once more.
The contact was electric.
She felt his skin prickle with goose bumps.
She noticed his tiny nipples stiffen, ever so slightly.
But she was only interested in seeing something else she knew had ‘stiffened’.
“Let me see?” She asked, sweetly, stepping close enough that her breasts pressed against Dillon’s upper arm.
He was so skinny, but SO attractive!
“B-But I’m-“ Dillon protested.
Heather caressed his chest.
It felt- ‘natural’.
Like something she should do.
Heather shifted her torso so that Dillon’s upper arm and shoulder pressed between her large breasts.
This tightened the fabric of her shirt and spread the gap between buttons even more, giving Dillon the slightest bit more view of Heather’s chest.
In the night, he couldn’t see it, but if it were light out, he’d be able to see the smooth, rounded edges of Heather’s interior ‘side boob’.
Heather bit her lip to stifle a moan as Dillon’s arm made contact with her breasts.
Heather traced gentle circles down Dillon’s smooth chest and torso, down to his upper abs, where his hands pressed his penis against them.
Heather gently traced the crease between Dillon’s top hand and his torso, just below his navel.
She slid a fingertip between his hand and torso and felt something soft and smooth along the side of her finger.
Was that-?!
Heather gently pulled on Dillon’s hands and looked down.
Her eyes went so wide, she feared they might fall out of her head.
But what she was looking at-
The thing she’d been wanting to see most-
was now looking back up at her.
Dillon’s penis stood fully erect.
Perfectly straight, angled upward like a tower of flesh, capped by a smooth, small-slitted mushroom shaped dome.
And with no pubic hair, the underside of the shaft ran straight down into that perfect ‘peach shaped’ (and sized) ballsack!

Heather just stared for a few moments.
It was more than she had anticipated.
MUCH more!
Yes, she had her rumors and imagination, but she didn’t think anything could have prepared her for what she was seeing.
Given Dillon’s slight frame and young age, Heather had anticipated Dillon’s penis being a pleasant enough thing to witness and experience-
Something ‘cute’ to look at and play with-
(After hearing about ‘handjobs’ she was quite excited for the opportunity to do just that.)
But in contrast to Dillon’s frame, his penis and balls were massive!
Even with no real reference for comparison, Heather could tell-
Dillon had a big penis.
And she was thrilled!

Heather stepped around to face Dillon, keeping her hands on his and her eyes on his erect penis.
She let her eyes move upward, keeping Dillon’s massive member in her lower peripheral the entire time.
(Not that she had a choice.)
She took in his flat, toned abs.
His cute ‘inny’ bellybutton, which was cast in shadow behind the head of his erect penis.
His smooth chest, with the slightest ‘rise’ beneath his tiny pink nipples, promising ‘pecks’ in the near future.
She took one step back, taking in the full picture.
“Hehe!” She couldn’t help but chuckle.
There was something comical about Dillon’s large penis and balls on his slender, almost ‘petite’ frame.
Dillon winced when she chuckled.
He moved his hands to cover again, feeling like he’d just blown it with his crush!
Why did this have to happen?!
“Wait!” Heather yelped.
Dillon froze.
“D-Don’t.” Heather whispered, stepping forward.
“I-I can’t help it.” Dillon said timidly.
“Help what?” Heather asked sweetly.
Without realizing what he was doing, Dillon gripped his penis in his hand and began tugging!
Being out in the open like this, in front of Heather, had caused him to get an erection.
Dillon still hadn’t figured out how to make it go down, but he did know if he played with it, it would eventually droop, after he got tired.
But he’d have to get to that ‘hot tingly stinging’ feeling a few times first, which still scared him, no matter how good it felt.
Admittedly, he absolutely LOVED the sensation.
He knew what it meant, and while the sensation felt really good, he could never push himself over that ‘edge’.
His balls would start to hurt after a while, which would make his penis go limp.
That’s what he anticipated doing now.
He stood there and began tugging.

“Eep!” Heather let out a comically highpitched yelp as Dillon gripped his erect penis!
He had his fist wrapped around it and was pulling on it, quite fast!
Was he-
MASTURBATING?!
Right here?!
In the open?!
In front of her?!
As naive and curious as Heather was, Dillon’s actions were unmistakeable!
They were also mesmerizing.
For a moment, Heather was in a trance.
She couldn’t decide where to focus!
Dillon’s tensed and flexed arms and torso?
His dazed, strained mouth-agape face?
His balls, which were swinging with each tug Dillon gave his penis.
The bulbous, mushroom head, bobbing and wobbling with each tug.
Or, his hand as it moved rapidly along the enormous shaft of his penis.
As abruptly as it started, it stopped.
Dillon moved his hand away and squeezed his hips, placing his hands on his lower back and jutting his hips forward.
“Hsssssssss!” He took a sharp inhale.
“Hah!” Heather gasped as she stared at Dillon’s penis.
It was moving on it’s own!
It was sticking up and twitching!
With Dillon jutting his hips forward like that, it accentuated his penis and balls even more!
They stood still for a few moments until Dillon gripped his penis again.
He had to do it again until it went down!
“W-What are you doing?” Heather whispered, stepping closer.
She knew, but still, the ‘why’ was nagging.
Dillon shrunk into himself, but kept going.
“It- It’s the only way to make it go down.” He said, timidly.
“Hah!” Heather gasped.
She did NOT want that!
She was enjoying the sight of her crush as he was-
Erect!
It was the first time she’d ever experienced a naked boy, and she intended to make the most of it!
She did NOT want Dillon’s erection to go away until she’d satisfied her curiousity!
“No!” Heather scolded.
She immediately winced at her outburst.
She closed the distance between them again.
She placed her hand on his chest.
Again, the smooth, soft flesh felt so lovely!
Dillon placed his hands at his sides, standing still, in shock at Heather’s outburst.
She looked down at Dillon’s penis.
She flashed back to moments ago when he’d had his fist wrapped around it.
She looked into Dillon’s eyes.
“N-Not yet.” She whispered.
“Huh?” Dillon gulped.
He looked nervous.
Heather let her hand trace down Dillon’s sternum.
She spread her fingers wide as she got lower,
and lower,
until-
“Hah!”
She and Dillon gasped in unison.
First, Heather gently let her fingers explore the head of Dillon’s penis.
It was bulbous, but soft and spongey, and incredibly smooth!
The little slit at the tip was what made it look like a mushroom.
Heather gently let her middle finger run along the slit as her hand went lower.
She felt it twitch!
“Hah!”
Again, they gasped in unison, but Heather was undistracted.
Heather let her fingers move on their own.
She slid her hand down, letting Dillon’s shaft separate her index and middle finger like a thick cigar (though much smoother.)
This was it!
She was touching a penis!
She was touching DILLON’s penis!!!
As Heather’s fingers reached the base of it, she turned her hand upward.
She traced the underside of Dillon’s shaft with her upturned fingertips.
She felt herself getting hot!
Hot AND tingly!
It was like the more of her hand that made contact, the hotter and more pleasurable the tingles got!
She felt her fingertips make contact with the soft ‘wrinkly’ flesh where Dillon’s scrotum began, and she traced back up the underside of his penis.
Just tracing the surface with her fingertips gave a clear image of just how big Dillon’s penis was.
She was touching Dillon’s penis!
She kept repeating the fact in her mind!
Suddenly, a word popped into her head.
A word AND an action.
An action she’d been thinking of earlier this night.
Moments before finding Dillon naked, in fact.
‘Handjob.’
Playing with a boy’s penis.
Was she-?
COULD she-?!
She wanted to look!
She HAD to look!
But for some reason, she felt that breaking eye contact might ruin this moment!
No!
She had to SEE her hand touching it!
As though THAT is what would make this moment real!
Heather adjusted her hand, keeping her fingertips at the base, where his penis met his scrotum, she let her palm rest against the underside of it.
She finally let her eyes drift down to see her upturned hand resting along the middle portion of Dillon’s penis.
Seeing her hand ON his penis further exemplified just how BIG Dillon’s penis was!
‘Handjob.’
The word again entered Heather’s mind.
She had only the vaguest of ideas, but it was an idea none the less.
Heather adjusted her hand, moving from simply touching, to now gripping Dillon’s thick shaft.
“Huh?” Dillon gasped, somewhat alarmed.
This ‘new’ position also surprised Heather.
This wasn’t simply ‘touching’ Dillon’s penis-
This was GRIPPING Dillon’s penis!
Heather felt more hot waves of tingles sweep through her.
Touching his penis like this-
Gripping-
HOLDING his penis filled her with lust.
She tugged gently, watching the skin beneath the head of Dillon’s penis go taut.
She moved her hand back up slightly and noticed the skin relax.
She slowly tugged down again, watching the skin tighten once more, and even saw the small slit in the head of his penis widen a bit!
She was fascinated!
Heather squeezed gently.
She marveled at how stiff and big Dillon’s penis was while simultaneously being so smooth and soft to the touch!
She felt it pulse in her hand and moved her hand back up again.
Slowly, she repeated the motion several times, as though in a trance.

Dillon, however, had come OUT of his trance.
Though, he felt locked inside himself, unable to move as Heather fondled him.
Everything seemed to slip away for a moment.
He watched as Heather’s petite hand moved up and down his penis.
He couldn’t believe she was touching him there!
He was just glad she wasn’t moving fast.
That meant that hot ‘stinging’ feeling wouldn’t happen.
He didn’t want to know what happened if he went further, and definitely didn’t want Heather to find out!
Heather.
Gah!
She was playing with his penis!
His crush!
Dillon let his eyes move to Heather’s chest as her breasts pressed against his upper arm.
The top button of her blouse had come undone!
He could see the start of her cleavage!
Dillon had always acknowledged that Heather had ‘big’ boobs, but she always kept them pretty well covered.
But this close, with her blouse opening like that-
With them TOUCHING him-
Dillon suddenly pictured Heather topless.
He felt the sting in his penis and his balls tightened!
It was happening!
That ‘feeling’!
He had to stop Heather!
Before he could do or say anything though, Heather let go.
“Oh! Get back!” Heather grabbed his arms and hugged him, turning and pulling them away from the road.
She embraced him.
He felt her breasts press against his chest!
He felt the head and underside of his penis rest against her abdomen!
Heather had her back to the road now and Dillon watched over her shoulder as a car slowly drove by!
He hadn’t heard it coming!
As the tail lights disappeared as the car turned the corner, Heather let out a sigh of relief.
“Shwoooo! Hmhm! That was close!” She chuckled.
“Y-You saved me!” Dillon gasped.
Heather smirked.
“I told you I would!” Heather smiled at him.
They locked eyes.
They were face to face.
Heather licked her lips.
Dillon did the same.
Dillon’s penis twitched.
“Oh!” Heather stepped back, keeping her hands on Dillon’s shoulders.
She looked down.
Dillon’s massive penis was still erect!
“The fountain!” Dillon gasped.
Heather, too remembered Dillon’s dilemma.
She had no idea how much time they’d spent here on the side of the road, satisfying HER curiousity.
Poor Dillon was still naked and scared, after all.
“Right! Don’t worry! We’ll make it!” Heather assured him.
She held out her hand for Dillon to take.
Dillon, momentarilly confused, first pressed his erect penis to his abdomen.
Then, moved his other hand to take Heather’s.
The wrong hand though.
He then switched hands as Heather turned to face him, watching his fumbling with amusement.
Dillon again held out his hand, but Heather now had her hands on her hips.
“Um,” Dillon lowered his hands, confused.
“Hmhm! Come on!” Heather, taking advantage of the situation, stepped closer and wrapped her hand around Dillon’s penis!
“Ah! H-Heather?” He choked, nervously.
Heather just smiled and began pulling him along by his massive, erect penis.

Outstanding.

Intriguing Development Finale

Dillon stumbled, trying to keep up with Heather as she pulled him along.
“Ah! H-Heather? Can we slow down?” He asked, wincing as his heel rolled over a particularly raised stone in the asphalt.
Heather stopped, but only because Dillon had stumbled.
She reluctantly let go of his penis.
She watched as Dillon lifted his leg and brushed the bottom of his foot.
Seeing his penis lean to the side with his torso while his balls stayed aligned with his planted leg was amusing!
She marveled at the way the connected, yet separate, portions of his privates moved.
“Huh?!” She gasped.
A long, clear string of something dripped from Dillon’s penis!
“Shoot!” Dillon gasped, lowering his leg.
Dillon swiped his finger over the head of his penis, disconnecting the clear string.
He flicked his hand and the clear string flipped through the air and onto the pavement.
“Ew! What was that?!” Heather gasped.
Dillon shrugged, but then got timid again.
“I-I don’t know. It comes out when my-“ Dillon paused. “ ‘you know’ is-“ Dillon paused again, looking at his penis.
Saying the word felt too embarassing.
“Like, this.” He hung his head.
“Oh.” Heather tilted her head, curiously.
“It isn’t pee?” She asked.
“No. I don’t think so.” Dillon shrugged.
“It only comes out when it’s like, ‘this’.” Dillon gestured to his erection.
Heather moved in and leaned down to examine Dillon’s penis more closely.
A small, clear ‘bead’ had formed over the slit in the head of Dillon’s penis.
Heather lifted her index finger.
Just before touching it, she looked up at Dillon.
“You’re SURE it isn’t pee?” She asked.
Dillon shrugged.
“I don’t think so.”
Heather looked back at the clear bead.
She gently swiped her fingertip down the slit.
“Hah!” Dillon gasped.
Heather rubbed her thumb and index together, feeling the strange substance lubricate her fingertips.
It was clear, and slippery.
But it had looked sticky, drooping from Dillon’s penis.
“Ugh!” Dillon groaned.
Heather looked at Dillon’s penis as it twitched, another long, clear string dripping from the tip.
She stood up.
“Does it stop?” She asked.
“Yeah.” Dillon sighed. “But not until it goes down.”
By ‘it’ he clearly meant his erection.
That was NOT something Heather was going to let happen yet.
“Oh. Well, as long as it isn’t pee. Hmhm!” She chuckled.
Heather looked at Dillon’s feet.
“Are you okay? We should keep going.” She urged.
Dillon knew she was right.
They had to get to the fountain.
“Yeah. I just can’t go fast without shoes.”
Heather looked around.
There was no sidewalk, and they still had a ways to go along the outskirts of the neighborhood before reaching the shopping center.
“Would walking in the grass help?” She offered.
In theory, it probably would be easier on Dillon’s feet, but not being able to see meant the possibility of stepping on a sharp rock, or discarded bottle, or dog poo.
None of which did Dillon want to experience.
It was safer to tread where he could see.
Dillon stood and thought a moment.

With his hands on his hips, Heather took advantage of his ‘thinking’ to admire his body some more.
She walked around him under the guise of looking for something that could help.
But really, she was taking in his nudity from every angle!
From the side, she enjoyed the slight curvature of his buttocks, as well as the profile of his erect penis and balls.
She still couldn’t believe how big Dillon was!
He wasn’t any taller than her either!
It seemed impossible that a boy his size would have genitals so big!
She gripped the straps of her backpack tighter, thinking of another excuse to touch Dillon’s penis again.
As if on queue, headlights appeared as a car turned down the road they were on!
Fortunately for Dillon, there was a large tree nearby.
He quickly darted to it.
Heather watched as he took a couple wide leaps, making his penis ‘bounce’ with each landing.
She couldn’t waste this opportunity!
She, too, darted behind the tree.
Dillon already had his back pressed against the trunk, and his hands over his penis.
Heather was undeterred, though.
She pressed into him, smooshing her chest against his and sliding her hands beneath his to grip his penis!
They locked eyes.
Dillon’s- wide in shock.
Heather’s- relaxed and dreamy.
Heather now had BOTH hands touching Dillon’s penis!
She felt her nipples stiffen beneath the thin fabric of her blouse as her breasts pressed against Dillon’s chest!

Dillon was in shock!
Heather was again touching his penis!
And her breasts were pressed against him!
The car’s headlights grew brighter.
Heather pushed closer, resting her chin on Dillon’s shoulder!
“Don’t move!” She whispered.
Keeping her right hand on Dillon’s penis, she slid her left hand down to cradle his balls.
The tight, but wrinkly skin was a new sensation!
She gently fondled, finding and exploring each orb with her fingers!
They were at least the size of golf balls!
Maybe bigger!
The car was now passing them, but so slowly!
Heather pressed against Dillon even more, instinctively trying to shield him.
“Mmmm!” She moaned as she felt her nipples stiffen!
The car passed and continued on.
It seemed like forever before it turned and vanished into the night.
Heather let out a long sigh as she pulled back to face Dillon again.
She allowed her hand to wrap around Dillon’s erect penis.
It felt hot!
“H-Heather!” He gasped.
Heather looked at Dillon as he leaned against the tree.
They were still a ways away from the shopping center, but Heather felt something-
Something she couldn’t ignore.
She again had Dillon’s penis in her hand.
This was it!
The opportunity she’d been waiting for!
Heather began to slowly tug on Dillon’s penis.
“Heather! N-No!” Dillon sighed, closing his eyes and turning his head.
Heather lifted her free hand and rested it on Dillon’s chest.
The smooth, soft flesh made her tingle!
She let her fingers slide over to Dillon’s nipple.
She gently rubbed it with her index finger, feeling it protrude and stiffen.
This made her own nipples grow even stiffer!
Heather gently squeezed Dillon’s penis.
She still couldn’t believe how big it was!
She looked down.
She shivered as a wave of hot tingles erupted within her!
She squirmed!
Her hand was moving up and down Dillon’s massive erect penis!
She was doing it!
She was giving Dillon a handjob!
Dillon began panting!
Heather looked into his eyes again.
He looked dazed, but she could tell, he was staring at her chest.
Heather felt even more tingles spread from her privates!
Dillon was naked and vulnerable.
She knew that.
She couldn’t let go of his penis though!
She wouldn’t!
She moved her hand from his chest.
She rested it on top of her chest.
She began unbuttoning her blouse!
She couldn’t explain it!
She did indeed have feelings for Dillon.
And she definitely appreciated his nudity, even if he was embarassed.
Was that why?
To try and ‘ease’ his embarassment?
She undid the final button, letting her blouse flop open.
“H-Heather!” Dillon gasped.
“Hooooooooooo!” Heather exhaled.
She found the front clasp on her bra.
She undid it.
Her bra sprung free, her breasts bounced and wobbled before settling into a ‘rhythmic jiggle’ as she tugged Dillon’s penis.

Dillon’s eyes went wide!
As Heather’s hand moved up and down his penis, her breasts, now on full display, jiggled in front of him!
They were indeed huge, yet perfectly round!
Her nipples were perfect!
Her skin was smooth!
Dillon was lost in the jiggle and ripple of flesh as Heather’s breasts wobbled and jiggled with each tug!

Overwhelmed by hormones, Heather had exposed her breasts to Dillon!
But it felt right!
It felt fair!
After all, she was finally getting to play with a boy’s penis!
Not just any boy either, DILLON!
She was getting to play with Dillon’s penis!
This was it!
She was giving Dillon a handjob!
“Oh!” Heather noticed Dillon’s penis getting slippery!
That clear stuff from earlier-
It was leaking again, making his penis slick!
“Hmhmhmhm!”
Heather couldn’t help but chuckle as the wet ‘thwock thwock’ noise grew louder.
She still didn’t know what the stuff was, but it wasn’t pee, and she liked that it made Dillon’s penis slippery and shiny!
“Ugh!” Dillon felt it!
The inside of his penis was beginning to sting!
This is when he’d usually stop, as it felt like something was happening, but with Heather touching him and showing off her breasts, he didn’t dare stop her!
“Oh, wow!” Heather whispered, her eyes growing wide.
In the cast off street light, she could see Dillon’s penis begin to glisten!
Dillon felt a growing ‘heat’ in his penis and he felt his balls tighten!
Something was definitely happening!
Dillon felt like he was on a rollercoaster!
What he said next surprised both he and Heather.
“F-Faster.” He mumbled.
“Huh?” Heather froze.
“Faster. Please.” Dillon whispered.
Heather looked at Dillon’s penis in her hand.
She saw it glisten.
She felt and watched it twitch.
If Dillon wanted it, and it meant she could continue her ‘handjob’, she’d comply.
Heather resumed stroking with increased speed, which she actually quite enjoyed!
It was even MORE fun now!
Dillon also noticed the increased ‘jiggle’ in Heather’s breasts.
Heather still couldn’t believe it!
She was actually getting to do it!
She was giving her crush a handjob!
“Oh!” Heather gasped.
A thought crossed her mind.
She knew Dillon was embarassed, and she wanted him to be comfortable.
That was why she undid her top.
But she felt the urge to do more.
She also didn’t know how long a handjob was supposed to last.
How would she know when she was done?
No!
Make Dillon feel comfortable!
That was what she determined.
As she stroked Dillon’s penis, she began commenting.
“Is this okay, Dillon?” She asked.
“Huh?” Dillon asked.
“Do you like my boobs?” She asked.
Dillon gulped.
“Y-Yeah.” He panted.
Heather realized that maybe questions weren’t the best approach.
“I like how smooth you are.” Heather remarked.
“I’m actually glad I found you naked.”
“Huh?” Dillon gulped.
“You’re the first boy I’ve ever seen naked.” Heather smiled.
She looked at his penis.
“And I’m really glad, too!”
She kept stroking.
“Do you know what a ‘handjob’ is?” She asked.
Dillon shook his head.
Heather smiled.
“It’s what I’m doing right now. Hmhm!” She chuckled.
They both looked down as she stroked his penis.
“It’s my first time.” She said, biting her lip.
She stepped beside Dillon, adjusting her grip.
She nudged him off the tree to stand straight.
As she’d done earlier, she positioned Dillon’s upper arm between her breasts, though, now, they were bare!
Heather liked this position, as it gave her a less awkward grip and allowed her to view both Dillon’s front and his pert, round rump!
Dillon was breathing heavy.
Heather’s hand tugging on his penis felt even better than his own!
Still, that ‘feeling’ was getting stronger!
He’d have to get Heather to stop soon, but it felt SO GOOD!
“Dillon? Do you know you have a big penis?” Heather asked.
“Um.” Dillon gulped.
“I-I guess so.” He said timidly.
“Hmhmhm!” Heather giggled.
His bashfulness was so cute!
And charming.
“You do, Dillon, really. It’s REALLY big.”
Dillon squirmed.
Dillon looked away and closed his eyes.
With her other hand, Heather gently carressed Dillon’s butt!
“Hah!” He gasped, thusting a bit, making his balls swing.
Heather moved her hand from his butt to his balls, gently cradling and massaging them.
“Mmmmmm.” Dillon groaned.
A thick, clear string of that ‘stuff’ oozed from Dillon’s penis.
“H-Heather? I-I think we should stop. My- I feel-“
Dillon shivered.
Heather felt the tingles surge!
Something was happening!
Or, something was about TO happen!
“Dillon?” She asked sweetly.
Dillon looked at her again.
Heather lifted her hand from Dillon’s balls and pulled her blouse open, letting Dillon see her left breast in full!
“Oh! Ooooooooh!” Dillon groaned and looked down at his penis in Heather’s hand.
Heather kept stroking!
She was elated!
“He-He-Hea-Ther! St-Please-Stah-!”
Dillon was panting!
Heather again moved her free hand to Dillon’s balls.
She gently massaged and squeezed, admiring their size and weight.
This was more than he could take.
Heather’s hands!
Heather’s breast!
His public nudity!
Dillon felt himself finally pushed beyond that point as the hot ‘sting’ in his penis released!
It was the most intense thing he’d ever felt!
His heart hammered!
His balls tightened like never before!
They ached like a thousand pound weight had been placed on them and then, all at once, immaculate relief!
The sting in his penis turned into pure pleasure as a thick rocket of cum ejected from his pee slit!
Heather’s eyes wen’t wide and her mouth dropped open so wide and fast, she heard her jaw pop!
Heather moved her hand up and down Dillon’s penis as another thick jet of cum launched forward!
Heather felt Dillon’s balls rise and fall with each pump and release of her other hand on his penis!
This was it!
Heather instinctively knew, THIS is the result of her ‘handjob’!
She kept stroking.
One, two, THREE more ropes of cum spat free from Dillon’s penis, then, his body slumped as he stumbled back against the tree, panting.
Heather had to let go and stepped back to avoid getting pinned between Dillon and the tree.
Heather looked at her hand.
It glistened with the clear substance from Dillon’s penis.
Heather looked at the milky puddle in the grass.
That definitely was NOT pee!
Dillon felt dizzy and weak.
He sat against the roots of the tree.
He’d just experienced the most amazing sensation of his life!
It was still scary at first, but then, that release!
Oh, the release!
Heather stepped next to him and knelt at his side.
She still had her blouse and bra undone!
“Are you- okay?” She asked, nervously.
She suddenly felt very bashful.
She had just given Dillon a handjob after showing him her breasts!
“Oh!” She gasped before re-fastening her bra.
Dillon watched as she buttoned her blouse again.
“I- I think so.” Dillon looked at the puddle of ‘stuff’ that came out of his penis.
Was that supposed to happen?!
Would it do that everytime?!
Heather also looked at the puddle.
She then felt the slick stuff on her hand.
It was getting sticky!
“Yuck!” She wiped it on her skirt.
“Was that supposed to happen?” She asked.
“I-I don’t know.” Dillon said bashfully, pulling his knees to his chest.
The 2 sat in awkward silence for a few moments.
“Why-“ Dillon paused. “Why did you do that?” He asked softly.
“What do you mean?” Heather asked, still kneeling beside him.
“Why did you do that to my-“ He hesitated. “My penis?”
Heather gasped.
She was not expecting that question.
Then again, none of tonight was expected.
“I- I wanted to-“ She cut herself off.
Dillon looked at her, a pained expression on his face.
“Because you wanted to?!” He yelped.
“Wait! No! Dillon! no!” Heather yelped, backtracking.
Heather reached to put her hand on his shoulder, but Dillon stood.
For a brief moment, Dillon’s massive, now limp, penis dangled in Heather’s face!
She still couldn’t believe how big it was!
Heather shook her head and stood.
Dillon was panting.
Heather grabbed his shoulders.
“Dillon. I didn’t know that would happen, I swear!”
She saw the hurt in his eyes.
She felt guilt bubble up inside.
Not knowing what else to do, she pulled him into an embrace.
She felt her breasts squish against his chest.
She rested her chin on his shoulder, hugging him tight.
He was trembling!
But he didn’t pull away.
He didn’t try and push her away, either.
She just held him-
Her naked crush.
Her crush!
“Dillon.” She spoke softly, her chin still on his shoulder.
“I-“ She didn’t really know what to say, so she just spoke the truth. “I like you.”
“Hah!” Dillon gasped.
Heather closed her eyes tight.
She just kept hugging him.
A few moments later, she felt Dillon’s hands on her lower back, below her backpack!
He was hugging her back!
Heather squeezed him.
“I like you, too.” He whispered.
Heather pulled back enough to look him in the eye.
After everything the 2 had shared tonight, this should have felt almost mundane, but Heather felt her heart race harder than ever!
Heather leaned in and kissed him!
She closed her eyes.
She moved her hands inward on his lower back, pulling him closer.
She opened her eyes as their lips parted.
Dillon looked into her eyes, then down at her cleavage.
The top few buttons of her blouse were still undone.
He felt his penis twitch!
“Can we go get my clothes?” He asked.
“Oh! Right! Hmhm!” Heather chuckled.
The 2 held hands as they continued to the shopping center.
Heather couldn’t help but smile and giggle as they walked, watching Dillon’s penis swing with each step.
He no longer tries to cover.
He wasn’t hard anymore, but Heather still appreciated the view.
Even flaccid, Dillon had a big penis.
Heather wagered it was 3/4ths his erect size.
And having seen it erect, that last 1/4th made a HUGE difference.
Heather began thinking.
While Dillon had nothing to worry about, she might have a ‘big’ problem in the future.
But she was willing to figure things out.
As they walked, Dillon was distracted himself.
Heather had left the top few buttons of her blouse undone in her haste to button up after…
With each step, Dillon watched the ‘ripple and jiggle’ of Heather’s cleavage.
He played back the image of her bare breast jiggling against his arm as she jerked him off.
Dillon wanted more anything to see them again.
He licked his lips.
He felt his penis twitch.
“Hah!” He gasped, that familiar ‘fear’ coming over him.
“You okay?” Heather asked.
Dillon then felt a calm and excitement overtake the fear as he imagined Heather jerking him off again.
“H-Heather?” Dillon asked.
“Yeah?” Heather looked at their hands, as well as Dillon’s swinging penis.
“Would you-“ Dillon hesitated. “Would you do that again, some time?”
Heather couldn’t believe it!
“Oh! Yes! Please! Hmhmhm!” She chuckled.
“Maybe, next time…” Dillon bit his lips. “Without your shirt?”
Heather froze, stopping their walk.
She blushed, but smiled.
She pictured Dillon laying naked on her bed, his huge penis in her hand, pointing to the ceiling!
Her- topless!
Her boobs jiggling and wobbling as she stroked him off.
Heather felt her nipples harden and her privates tingle.
“Oh, yes Dillon! Hmhmhm!” She cooed and chuckled.
Dillon beamed.
Both kept walking and thinking.
Picturing and imagining.
As the scene pans up into the night sky, Heather confesses another fantasy.
“Now that I know what a handjob is-“ She pauses.
Dillon shivers.
“I wonder if I could use my boobs.”


I know you might expect (as they did) that they would run into more trouble along the way, and even have some sort of conflict with the boys who stripped Dillon in the first place.
However, the pair arrived at the shopping center much too late.
Still cautious, they made their way to the fountain where, sure enough, Dillon’s clothes were submerged.
Even his shoes.
I’ll leave it up to you as to how Dillon got home.
And no, Dillon did not seek revenge.
He already knew he was the ‘bigger’ man.
And so did Heather.

It's nice to have another Huge Penis story, there are so few.

Absolute wonderful story!
Thank you so much!

A fitting climax, so to speak!