"Ms. Andrews," said Mr. Smith, our 10th grade high school biology teacher, as he placed her test paper on her desk. "The phalanges are not in the liver. You didn't study very hard, did you?"

Chelsea, my 16-year blonde neighbor, sat at the desk across from mine and looked down at her paper in refusal to look in his eyes.

"I thought not," Mr. Smith said. He pivoted.

"Mr. Emerson?"

I gulped. My turn.

"You thought the phalanges were in the liver, too?" he asked. "So who cheated off whom?"

"I didn't cheat," I immediately protested.

"Neither did I!" responded Chelsea angrily and looked him sternly in the face.

"I barely know the circulatory system or the names of muscles," I said, "and now you're already teaching about the names of the bones."

"I wouldn't call receiving two D's on the tests for those subjects 'knowledge' nor the D you received today."

"I didn't cheat," insisted Chelsea.

"Very well," replied Mr. Smith to her. "Now would you explain why you keep getting D's?"

"It's ... it's hard," she replied. She looked frustrated.

"So study," he said.

Chelsea looked back down. Mr. Smith's gaze returned to me so I looked away.

"Do you know what study is, Mr. Emerson?"

"Yes," I said quietly.

"Do you?"

I didn't answer.

"I thought so," he said. "I suggest you both find someone you can study with."

"Chelsea's my neighbor," I said.

"Eric and I live only two houses apart," Chelsea said.

Mr. Smith couldn't hold back his laugh. "Well, maybe the two of you can get your grades up to a C. Spend an hour together after school each day this next week and report to me after class the next day what you've learned about the skeletal system. There will be a final test on this topic in about a week."

Chelsea rolled her eyes behind Mr. Smith's back. My sentiments exactly.

"Yes, Mr. Smith," I replied meekly.

He turned to Chelsea and she nodded her understanding.

I guess that was that.

I liked Chelsea. I'd known her since I moved into the neighborhood seven years ago when we were both nine years old. She was a good friend but I didn't want to study with her. I wasn't the smartest student in the world but why Mr. Smith would suggest studying with someone who struggled with the class material as much as I did would somehow help my grade was beyond my understanding. I wanted to keep life as it was and study by myself. Okay, yeah, studying didn't happen very often.

"So I guess we have to study together," Chelsea bemoaned as we walked home together.

I usually walked with my guy friends instead but I thought maybe we could get our studying out of the way first thing this afternoon.

"Yeah," I said. "So your place or mine?"

"Is my place okay?" she asked. "We'd be alone. Your brother and sister will be getting home soon and bother us."

My middle school brother was a pain. Chelsea's parents worked and her older sister was away at college so her house would be empty.

"It'll be okay?" I asked.

"Sure," she said then I could see her mind thinking. "Maybe it's best if you were gone by six so my parents don't get freaked out and think something was going on."

"We only have to study an hour," I reminded her.

"Yeah, but we might lose track of time."

Lose track of time? I'd be counting the minutes until the hour was over. I hoped to squeeze the hour into about twenty minutes.

We came to our houses. Mine was first.

"I'll be over in 15 minutes, Chelsea," I said.

"Okay, Eric."

I put my backpack in my room, grabbed a snack, said 'hi' to Mom, and headed to Chelsea's.

"Where do you want to study?" I asked Chelsea. I looked at the dining room table and then at the couch."

"Would it freak you out if we study in my bedroom?" she asked. "I always study on my bed because it's more comfortable."

"Yeah, I study on my bed too," I said. "When I study."

Chelsea smiled at my remark then said, "Me, too."

I followed her upstairs.

Ack! Her room was so ... so girlie! The curtains and the bedspread were floral with little lace flourishes.

Her dresser was covered in make-up bottles and hair spray and things I wouldn't get near. At least, there weren't posters of bare-chested guys on the wall. Studying with such guys staring at me would make my skin crawl. Hmm ... what was that under her bed?

Chelsea's eyes followed my gaze.

"Oh! Sorry!" she said and hurriedly pulled her bra off the floor and hid it behind her back. In her embarrassed state, she side-stepped to her dresser and snuck it into the top drawer.

I never thought about Chelsea's tits. I'm not sure why but it was probably because we went through puberty together and she was just the neighbor girl. The sight of her bra caused me to reflect on all the guys' comments I heard at school about Chelsea. I couldn't understand why guys thought Chelsea's tits were so great, but now my eyes gravitated to her chest. Chelsea was big.

Wow! She was big!

"What are you looking at?" she asked.

"Uh..." I said, snapping out of my thoughts. "How big are you?"

"How big am I? What?" she said confused. "How could you ask such a thing?"

"I'm sorry," I said. I rubbed my hand over my face. "I just saw your bra and then ... I don't know what happened."

"I guess you are a guy," she said with a laugh.

"Shall we study?" I said to change the subject. "Let's get it over with."

"38D," she said.

"What?"

"I'm a 38D."

"38D... 38D... 38D"

"What are you doing? Trying to memorize it?"

"No ... no!" I quickly said. "I won't tell anyone."

"Good."

Chelsea walked to her bed, pulled her biology textbook out of her backpack then dropped the bag to the floor. She kicked off her shoes, moved her pillow out of the way, and sat with her legs curled under her on the bed. I removed my tennis shoes, sat cross-legged at the end of the bed, and faced her. Chelsea plopped open the book between us.

"Where should we start?" she asked.

"With whatever Mr. Smith said we're studying."

"Organs?" she said as she flipped through the text book.

"That's what got us in this mess," I said.

"Oh, here it is." The book was open to a double-page diagram of the skeletal system. She turned the book sideways to look at it. "Oh! Those are phalanges."

"What?" I said peering closer.

"Here, touch my toes." She extended her feet out in front of her. She sounded excited.

"Why?"

"Just do it," she said.

Boy, she got annoyed fast!

I ran my fingers on the top of the toes on her right foot.

"Your phalanges are touching my phalanges," she said.

"How can that be?"

"Oh, wait. Carpals and tarsals. This is confusing."

I pulled the book toward me with one hand while I mindlessly massaged her toes with my other hand.

"Carpals are in the hand and tarsals are in the foot," I said.

"But see," she said and pointed. "Phalanges are in the foot and the hand."

"That's stupid! Couldn't someone give them different names?"

"So how are we going to remember carpals and tarpals and metacarpals and..." she paused to look at the book. "I mean tarsals and the others."

"Tarsals and toes start with a 'T'," I suggested.

"And hands?"

"They're what's left over."

"Good, good," she said.

There was a pause then Chelsea said, "You can stop playing with my toes now."

"Sorry," I said and withdrew quickly.

"It's okay. It did feel kind of nice. Didn't expect that."

"That's probably enough for today," I said.

Chelsea agreed and I went home.

Mr. Smith wasn't very impressed with what we learned yesterday. There's no pleasing some people.

"Which bones should we learn today?" I asked Chelsea in her bedroom.

"How about we keep going up and do the leg?" she recommended. She reached out and gave my toe a 'this-little-piggy' wiggle.

"Oh, crap! There must be 25 bones in the leg," I said dismayed. I liked how easy yesterday was.

"This is going to sound really weird..." she said.

"What?"

"Well, it was ... no, I can't say it."

"Whaaaat?" I was super-curious now.

"Don't get all weirded-out, okay?"

"I won't," I promised.

"Well, it was really helpful for me to remember carpals and metatarsals and phalanges because you touched me at those places."

"I didn't touch your hands."

"But that's what's left over. I have the feel of your touch in my mind and I can remember what they are."

"Okay," I said. I wasn't sure if there was a bigger point to what she said.

"So here's the weird part. I just thought I would take my jeans off so you could touch my legs when we study all the different bones. With all the leg bones, I'm going to need all the help I can get to remember their names for the test."

I stared at her.

"Eric?" she questioned.

"O ... okay," I said. "If ... if it will help. I mean we are just studying biology. It's not sexual or anything."

"Right. You can take your pants off if you want to."

I never thought of Chelsea in a sexual manner. Honest.

I never masturbated about her or anything. I did nothing.

Oh, that previous comment of mine - "It's not sexual or anything". That one? My cock made a liar out of me. What was it thinking? This was Chelsea Andrews not Samantha White or Jessica Benson.

I watched in a trance as Chelsea opened her jeans and slid them off. She stretched her legs out in front of her. She wore plain white cotton panties. They weren't sexy or anything and I couldn't see any body parts but because she sat before me it was extremely sexy to my 16-year old male eyes.

"So are you going to keep your pants on?" she asked. "You don't have to take them off. No reason to do it if it doesn't help you."

I tore my eyes away from her panties.

"Maybe it would help me," I said slowly. I slid off the bed and faced away. I dropped my pants and stepped out.

I pulled my shirt down to cover my erection. We were studying bones and not boners. I didn't want to freak her out. I carefully sat back down cross-legged.

"I should have marked the page," said Chelsea as she thumbed through the text. "Do you want to touch me first or... ?"

"I'll touch you first," I hastily said. I moved closer while I kept my cock hidden.

"Oh, there's only a few bones," she said upon finding the page. "That'll just make it easier."

"We should review what we learned the previous day," I suggested.

"Good idea, so where are my metatarsals?"

"Right here," I said rubbing her foot.

"Good. Now the leg bones," she said and plopped the book on her lap. It hid her panties but I was still excited from just the knowledge she was in her panties.

I rubbed my hands on both her lower legs.

"There's two bones in the lower legs," she said.

"Two?" I repeated. I moved my hands around her slender legs to see if I could identify them.

"Uh-huh. Tibia is the bigger one and fibula is the smaller one."

"I feel them," I said when I did.

"Could you go back to rubbing my legs again? It feels really nice."

"Sure."

I admitted to myself that I liked rubbing her legs too. I went further and stroked her upper legs also.

"How many bones are in this part?" I asked.

"Wait, we skipped a part," she said. "It says the kneecap is called a 'patella'."

"Patella?"

"Sounds like it should be part of a girl's pussy," she said.

Chelsea said "pussy"! She said "pussy" while sitting in her panties in front of me. I couldn't help it. My mind fantasized about what her pussy looked like.

"Are you confused?" she asked as she misread my face.

"Patella, right?" I said coming out of my reverie. I slid my hands down and squeezed the sides of her knees.

"Stop that!" she said as her legs kicked in response to the ticklishness.

I didn't expect such a reaction, so of course I had to do it again.

"Stop it!" she cried out as she squirmed.

I couldn't just stop, could I? I moved forward to get a stronger grip.

Chelsea's right leg spasmodically flew up and kicked me.

The kick was in a bad place.

"Ooof!" I groaned as my testicles were smacked hard. My balls were tight because of my erection, so this made things infinitely worse. I sat back and clutched my special friend.

"I'm sorry," she said as she saw my pain, "but I told you to stop."

"My fault ... my fault," I groaned in pain.

"Are you okay?"

"I'll be okay."

"Can I get you something?" she asked. She pulled my legs so they were in front of me. "Why don't you lie down?"

"I'm okay."

Chelsea rubbed my lower legs then searched for my tibia and fibula.

"That feels nice," I said.

"I hoped so. It feels nice when you do it to me. I hoped to distract you."

It worked but my cock also grew back the strength it lost from the injury.

"This is your patella," she said and gave it a quick tap on my left leg. She looked back at the textbook. "And this is your femur." She rubbed my upper legs.

"And what else?" I asked.

"It's just one bone there."

"Really?"

"Yeah ... um ... Eric?"

"What?"

"You have a ... well ... a boner." She laughed nervously.

I looked down. My shirt no longer hid my cock. I couldn't think of a reasonable response.

"You said this wouldn't be sexual," she said.

"It's not," I said. "It's just you're in your panties and my cock responded. I couldn't help it."

"You can't control it?"

"Sometimes," I said. "It doesn't mean I'm gonna jump you or anything. We're just learning. Phalanges, tarsals, metatarsals, tibia, fibia, patellur, femella." I touched each part of her body as I spoke.

Chelsea looked reassured about my intentions. In the back of my head, I wasn't so sure.

"What bones do we learn about today?" I asked

"I was thinking the arm bones," she said.

Chelsea wore a sleeveless top. When I went home last night, I thought about Chelsea taking off her shirt and us learning all the technical names for the rib bones. It was not going to be the case.

"Okay," I said. "We're still going to review, right?"

"I think we should. I want to get a good grade on this test so maybe Mr. Smith will finally get off our backs."

I started with my shirt.

"What are you doing?" she asked.

"We're doing arms," I reminded.

"Oh, yeah." She looked at her own arms. "I hope you don't mind that I don't need to take my top off. I didn't plan it this way."

"It doesn't matter either way," I lied. "We're just studying for our class."

"Right, so I'm going to keep it on."

I dropped my pants.

"You already have a boner!" she exclaimed.

"We're studying bones," I teased.

"Not that one!"

"Are you sure?" I asked.

She looked doubtful. "Uh ... I don't think so. I'll double-check."

"Later," I said. "We're doing arms today."

"You have a boner even before I took off my pants?"

I helped up my hands to say "what can I do?"

Chelsea's legs swung up and then down as she pulled off her pants. I saw light blue panties. She sat with her legs out and partially open. My cock throbbed.

My eyes bore down on the junction between her legs.

The panties were partially see-thru except around her pussy. I could see the mass of curls pressed down against her fabric.

"Whoa!" I breathed out unconsciously.

"What?" she said. She looked down. "Oh, I'm sorry! I didn't think about this afternoon when I chose these panties this morning. I didn't mean to make it so hard on you. I didn't mean to say 'hard'. I ... oh ... I'll go change." She started to rise.

"Don't," I hastily said. "It's ... it's no big deal. It's just biology. It's just your body."

"I don't know," she said hesitantly.

"Please," I softly pleaded. "For me? As friends?"

"As friends," she said.

"So the arms," I said as I moved closer and rubbed her upper arms.