Second Place

I just shrugged, knowing she wouldn't be able to hear me anyway. She closed her eyes, and mine shot straight to her tits straining under her shirt. I must have lost myself in them, just watching and imagining what her breasts would really look like and feel like. Suddenly she turned off the blow drier, I looked up to find a knowing smile across her face as she found me ogling her.

"Do you want to talk about last night?" She asked shyly.

"Um... I don't know... I guess we should." I stumbled over my thoughts and words.

She took me by the hand and led me to her bed where she sat down with her back against the wall as I sat beside her my back against the headboard. She placed a pillow in her lap, then crossed her arms under her breasts and leaned into it. This position pushed her breasts up and created a mound of upper boob exposure from the top of her shirt, I swear a sneeze would have had both tits popping out.

"Last night was weird..." Angie said calmly, "That was a first... you know... for Mark and Melissa and me." She blushed.

"So you've never seen them like that before?" I asked.

"No. Not like that. I've walked in on them a few times but they always covered up... or yelled for me to get out." Angie said.

"Last night was a first for me too, you know? I have never been... jerked off before... you know, by another person." I babbled.

"Are you serious?" Angie smirked, "Are you a virgin?"

"Yes... I've never even been touched before until last night." I blushed knowing how lame I must seem to her.

"Is it because your self-conscious about... you know?" She finished awkwardly. "I mean, you've seen other guys' right? Like in gym or changing rooms?" She asked, obviously leading somewhere.

"Yes."

"I hope it didn't embarrass you... Mark being... you know?" Angie choked on her words.

"Being so much bigger?" I finished for her. She nodded yes. "I don't know if embarrassed is the right word, but it was ... strange."

"Melissa told me he was big, the biggest she had ever seen. I just didn't know really that they could be so... big." She shared obviously unsure how to say it.

"Listen, I like you. I mean I really like you. I trust you and respect you, so can we make a deal right now?" I asked, "Can we make a promise to just be open and honest with each other. I think we both have a lot to say, and we just need to be okay saying it to each other." I offered.

"Yes, I really like you too." She smiled, and reached out her hand to hold mine.

"Mark's cock is really big isn't it?" I joked trying to break the awkwardness.

"God yes!" She chuckled back, with a sigh of relief. "That thing was huge."

"I think I am pretty much right at average size, but seriously compared to him I did feel a little... "

"Little?" Angie finished my thought. And we laughed about it for a while, and it felt like a great weight had been lifted off my chest. Angie seemed to feel the same way, she snuggled up beside me placing her head on my chest, and allowing her hand to rest on my lap. I hugged her and kissed the top of her head.

Angie began tracing circles on my crotch with her finger. My dick pulsed as she brushed up against my head, and continued to rub her finger over it.

"Can I see it again?" She asked, as if there was a chance I would say no. She leaned away as I unfastened my pants and pulled the zipper down. She looked at me in the face and smiled waiting for the reveal. My heart raced with anxiety as I put my thumbs inside the waistband of my underwear and slid everything down to my knees, exposing my hard dick to Angie.

The overhead light was on, and with the morning light coming from the window I felt very exposed.

"Well, I think it's cute." She cooed, and kissed my neck. She lay across my lap facing me, kissing me and unbuttoning my shirt.

"Oh my!" She mused, "I...I've never realized how nice your body is." She beamed looking me over. I realized in that moment that was the first time she had seen me without a shirt on. I haven't played sports since high school, but still took advantage of the school weight room almost every day.

She helped me off with my shirt and caressed my shoulders, chest and stomach, as she looked me over. She sat up on her knees beside me and tugged at my pants indicating for me to take them off. I kicked off my shoes and stood up to pull my pants off.

Angie swatted my butt as I bent over, and gave it a little pinch. "Seriously, hot." She snorted. I was completely naked, as she looked me up and down. She stood up and wrapped her arms around me, pulling my lips to hers for a deep and amorous kiss. My naked dick pressed against her stomach. Her shirt lifted up just enough for me to make skin on skin contact.

She pushed me back on to the bed face up then straddled my legs, and blessed me with tiny kisses from my neck trailing down to my pelvic bone, her hair wisping my body as she moved.

She put her head on my lap just inches from my dick, brushing my thigh with her hand. She touched my stomach, my legs, and came within millimeters of touching my dick and balls, but never made contact. Then she pressed down beside my dick, and sat still leering at my erect penis. I couldn't help wondering if she was trying to make it look bigger. Then she resumed kissing me, stopping just as her cheek pressed against my throbbing dick.

"Oh God!" She breathed in hard, her breasts heaving with erect nipples. She sat up panting, trying to catch her breath. "You're going to make this really hard. I know it may seem silly, but I really do want to wait awhile before having sex with you."

"I'll never do anything you don't want me to do." I responded, "And..." I hesitated, "I'll do whatever you need me to do to help you."

"Seriously?"

"yes, of course."

"Anything?"

"Whatever you need."

"I just need to cool down a second." She said dreamy eyed with flushed cheeks. She sat up against the wall gripping the pillow in front of her as she tried to calm herself down.

"Do you want me to get dressed?" I offered.

"No. That's not right. I don't want to be a tease." She said then sat there for what seemed like five minutes with her eyes closed clutching her pillow tight, with me still naked, and rock hard lying on her bed.

"Umm." She blurted. "You said earlier that I was the first girl to touch you?" She asked.

"Yes,"

"But, um, you've..." she made a jerking motion with her hand.

"Yes."

"Show me." She panted. I timidly reached down and grabbed my dick in my right hand as I would normally do, and slowly moved it up and down, masturbating for Angie.

"When was the last time?" She asked and twitched her eyebrows up.

"That I... jerked off?"

"Yes."

"This morning, thinking about you." I felt a blush pour over me.

"Really?" She smiled. "What was I doing?" She teethed her bottom lip.

"You were jerking me off."

"Is that all?" She asked seeming a little disappointed.

"No. You were jerking me... but it wasn't me. I had a really big cock. It was like Mark's." I confessed.

"Does... that turn you on? You know? To think about me jerking Mark off?" She pressed.

"I don't know" I lied.

"You don't know? Or you don't want to say?" She continued.

"Yes, I guess it does turn me on to think of you jerking off a big cock." I confessed.

"It must." She nodded to my dick, subconsciously I was jerking it faster and harder thinking about her handling Mark's dick. "What specifically turns you on about it?" She prodded.

"Seeing your little hands wrapped around his fleshy monster?" I replied.

"Monster?!" She laughed, "Is that what you think of it?"

"I...in my head... last night, I kept thinking it looked like the size of one of those big Monster energy drink cans."

"Huh." Angie huffed, and thought about it, "I guess you're right it probably is about that size. Is there anything else?"

"I was sort of turned on by your reaction to his dick. I liked you watching him, and seeing me. I liked you realizing I was..."

"Small." She finished for me. I didn't answer but closed my eyes and stroked my dick.

"So, umm, how big are you?" She placed her hand on top of mine, and then moved mine away taking hold of my dick. She looked at me doe-eyed and traced the length of my dick with her thumb on top of the head and her forefinger stretching down the underside.

"Like... five or six inches." I gulped.

"Hmmm," She twisted her lips and sat up and reached behind her grabbing her phone off the shelf above her bed.

"I've ordered 7 different covers for my phone." She paused, "I know my phone is 4.87 inches tall." She placed it under me pressing it against my fully erect dick.

All of a sudden it seemed so much smaller to me. My dick was full of excitement but even still she could easily fit her thumb between my penis and the top of the phone.

"Sorry," I apologized, not knowing what else to say.

"Don't be sorry," She consoled me, "it's a cute little four incher." And began stroking me.

"How many... guys have you seen?" I asked.

"I've seen..." she paused counting in her head, "12 guys, no 14 including you and Mark. Mark is by far the biggest I've seen."

By now I was on edge of cumming all over her hand, my chest was pounding and I was shuddering all over.

"Just a little more." I puffed.

"Little? I guess it is just a little one." She teased, and palmed my balls with her right hand while jerking me in her left.

"You know I didn't have sex with all those guys." She said, I guess making sure I didn't think less of her. "I've only had sex with 5 guys, the others were hand jobs or other things." She quickly cut herself off.

"What was the biggest you've been with?" I asked. She took her hand and placed it about 3 inches over my dick. And then with the other showed me the girth by opening up her grip.

"The other guys were about the same size, so pretty average."

"What about the smallest?" I asked fearing the answering.

She made an awkward face, sucking air between her teeth, and measured my dick between her thumb and forefinger, indicating I was the smallest.

"Shit!" I murmured, my body tensed as I erupted all over her hands. She slowly milked the remaining cum out of me with long and gentle tugs.

"Sorry..." She smiled and took a breath, "you're definitely the smallest I've seen." She giggled and shook my now flaccid penis.

"You know what I think would be sexy?" She mused as my breathing slowed and heart rate returned to normal, "If we trimmed up some of this hair." She finished, tugging on the tuft above my dick.

"Let's get dressed." She smiled, and crawled over me giving me a quick kiss, trying keep the cum from dripping off her hands. I heard her turn on the water in the sink, and looked over to see my clothes on Melissa's bed. I went over and sat on her bed untangling my underwear from my pants.

As I pulled on my boxers I looked over to see Angie, she obviously didn't realize I could see her, as she pulled her top off. Her back was to me so I didn't get to see her tits, but it didn't stop me from lingering and praying she would turn around. She pulled a bra out of the drawer in front of her, and slipped it on before turning around. It was nothing fancy just a plain white bra. And then it dawned on me, she had seen me completely naked, and I hadn't even seen her topless.

After getting dressed the day was pretty normal. We grabbed some lunch, and walked around Target, where she bought a hair trimmer.

"Maybe, we should buy some condoms, you know just to have on hand, in case I can't control myself any longer." Angie suggested. We found the condoms, locked in a case by the pharmacy. She walked right up to them without hesitation and asked the clerk for help.

"What can I get for you two?" The lady asked.

Angie looked over at me and threw a crooked smile. She pulled her phone out and tapped it to bring up SIRI.

"Siri, what condom is best for a small penis." I blushed, as she said those words out loud in front of this stranger, but at the same time became instantly hard.

"I didn't find anything for, 'What condom is best for a small penis.' Sorry about that." Was the very loud reply.

"Here" the clerk said, pulling a pack from the cabinet, "these are snug fit, I am sure they're what you're looking for." She finished and looked me up and down.

We took the condoms and checked out at the pharmacy. Once back in my car, Angie broke out laughing.

"What were you thinking?" I shot out.

"Oh, I am sorry, I kind of thought you might like it." She glanced down at my groin. "Was I wrong?" She smiled, knowing the answer already.

"No. You weren't wrong." I leaned back in my seat giving her a view of my erect dick in my pants.

By the time we got back to her dorm, Melissa was back. I had a hard time looking her in the eye.

"Hey guys," Mel chirped, she was sitting on her bed eating a bowl of Ramen. "Look, about last night..." She stammered a bit, "I am sorry if that was weird for you guys."

I had assumed that Angie and Melissa had talked about it already, but maybe they hadn't.

"It's okay," Angie assured, "Seriously, don't worry about."

"I know how this is going to sound, but Mark and I texted most of the morning while I was supposed to be working, no one ever comes in that store on Saturday mornings, (Melissa worked at a book store just off campus) And he wanted to know if we could get together like that again sometime. I think he really liked having an audience."

Angie looked over at me, and answered for us. "Sure, I think we all kind of liked it."

"Now, if you'll excuse us, we have a little grooming to attend to." Angie laughed and pulled the trimmer out of the bag. She took me by the hand and led me to the bathroom closing the door behind us.

"Okay, strip." She playfully barked, as she worked on getting the trimmer out of the package. There I was again, completely naked in front of Angie, while she was fully dressed. The bathroom consists of a shower, toilet and sink with a decent size vanity top, in addition to the small one in their room.

"So, how should we do this?" I asked.

"Hmm." Angie looked around thinking. "Here," she lifted the toilet lid and instructed me to squat over the bowl. She plugged the trimmer in and selected the shortest razor guard. "I think the little one will do." She smiled.

Angie knelt down in front of me, and began shaving me, allowing the hair to fall into the commode. She held my dick down while shaving the hair from my belly button to the base of my penis. Between her handling my junk, and the vibration of the trimmer I had gotten hard again.

She pushed my dick to the side and trimmed all around it, and then held it against my body pointing it up as she shaved my balls and even lower between my legs.

"Hold this." She said, directing me to hold my pecker out of the way. "Balls are hard to shave." She smirked, and took them in her hand, working the razor around them, stretching the sack in all directions as she insured every hair was clipped.

"There we go," She sighed and gently blew the hair off my balls. She let go and started cleaning up, putting the razor away. I sat on the commode and stroked my hairless dick, feeling around my shorn flesh.

"Oh my." Angie hissed turning around. "I am sorry, I guess I just assumed... since you've already done it twice today, that you were okay."

"I guess it's twenty years of pent up sexual frustration." I joked.

"So you seriously never, fooled around in high school?"

"No, I guess I've always been a bit self-conscious. Before we met, I had really bad acne, and you know I wrestled in high school. Those singlets don't hide much. I think everyone knew I was a bit... smaller, or at least I did."

"Come here," Angie held out her hand and placed me in front of the mirror. "You know what I see? I see gorgeous man, with an amazing body, smooth skin and a sexy penis." She pumped some lotion into her hands and rubbed them over my little guy.

"Now, I want you to know, that if you want me to tease you, I'll do that. But if you don't I won't, I really think you are perfect the way you are." She worked my dick and balls in her slick hands.

"I... like it. I like being teased; I like you comparing me to Mark. I liked you teasing me in front of the pharmacist." I panted.

"Do you really want to see me touching Mark's monster cock?" She asked with a seductive tone. I couldn't hold back, and grabbed her hands exploding cum all over the sink, even hitting the mirror.

"Good god!" Angie laughed. She turned on the water and washed her hands, then grabbed a washcloth from her drawer and washed me off. The water was far from warm, and made my dick shrink up as she was wiping it off.

"Uh oh!" She snickered, as she removed the washcloth. I had shrunk down to a nub, and was the smallest she'd seen it.

I got dressed, and unfortunately had to call it a day with her, I had to go to work. Angie and I got together again several times the next few weeks, and I often found myself in various states of undress in front her as she either jerked me off or I masturbated for her.

The following weekend we made plans to get together with Melissa and Mark to, "watch some movies." But we all knew what we were really doing.

I got to the dorm and texted Angie to come check me in. A few minutes later Melissa came off the elevator greeting me briefly and signed me in under her name. As we got in the elevator I asked her why Angie hadn't come down. She told me she was in the bathroom and asked her to come get me. I noticed Mel was a little out of breath, but didn't say anything about it. She stood in front of me in the elevator, and I couldn't help glancing down her thin body to her firm butt. She was wearing her gray yoga pants, and apparently nothing underneath.

As we got to their room she seemed to make an unusual amount of noise opening the door, and then made sure to announce our arrival before letting me in. As I stepped in I heard some rustling around, and Angie's mattress squeaking like she was repositioning herself. I found her on her bed facing Mark, who was on Melissa's bed holding a pillow in his lap and sporting a shit eating grin.

"Sorry," Angie said, "I was just finishing up a really big project." She grinned as her eyes darted over to Mark. I looked at Melissa and swore I saw her give Angie a panicked look.

"But..." Mel interjected, "you were in the bathroom when you got his text."

"Yes... oh yea, I had been on the project and then used the bathroom when I got your text." "Come here" She changed the subject quickly and patted the bed calling me to her.

I kicked off my shoes and sat down next to her, as Mel cuddled up to Mark and shared a few whispers.

"So what's playing tonight?" I asked feeling a little uncomfortable.

"I think us." Melissa teased and reached beneath the pillow giving Mark a firm squeeze, and began making out. She pulled the pillow away from him and straddled his lap never braking their kiss.

Angie took my hand and laid down on her bed positioning me so I was facing her, but with my back to the other bed. I put my hand on the back of her head and pulled her to me. We kissed slowly and lovingly, toying with each other's lips and tongues, nuzzling our noses and losing ourselves in this little moment.

I placed my hand on her knee and caressed her firm leg moving up toward her thick ass. She was wearing a pair of short form fitting shorts, that hugged her tightly and laying down like we were they had ridden up quite a bit allowing her butt to peak out underneath the hem of the legs. My hand cupped her lower cheek as she let out a little hum.

Up to this point I still hadn't touched her breasts, and decided to make a move. I worked my hand around to her waist and slowly worked my way to her upper ribs, my palm connecting with her side boob.