It was the start of a long train journey — all the way home to London from Edinburgh, where I'd been visiting my aunt and uncle for a week during the school holidays. I settled down in a window seat at the back of a block of pairs of seats all facing forward and got out my magazine to help pass the time. The journey would take more than four hours so I'd be needing it!

As the train pulled out of the station, crawling through the Edinburgh suburbs, I sat there musing briefly over the time I'd had with my aunt and uncle, and then on to the prospects of school next week — moving up to the sixth form college — a big step. And a change from single sex to mixed classes — that was an exciting thought! My aunt and uncle had teased me about the prospects of that, but they were fairly young and relaxed about sex and although it had taken me a while to get used to them, we ended up having a good laugh about it. They made a habit of wandering around the house half naked, or occasionally, completely naked! And I'd heard them at it a few times too! I chuckled to myself remembering the times I'd masturbated in my room listening to them. I don't think they minded at all that I might hear — in fact, I wondered once or twice whether the idea actually turned them on. They certainly didn't seem to try to keep the noise down at all!

I found myself squeezing my thighs together as I remembered, a shiver of excitement running through me. It was hot and the sun streamed through the carriage window and I was glad I'd decided to wear just a skirt and short-sleeved top for the journey. My legs were quite well tanned from days on the beach near my aunt's house and I amused myself crossing my legs and watching the light skirt ride up slightly, exposing more of my tanned thigh.

The train rattled along faster now as we reached the open countryside and my mind wandered further, remembering the times on the beach and my shyness at wearing my new bikini. My aunt had been really encouraging saying how nice it was and how well it fitted me, and I'm sure my uncle had appreciated it too, but in a rather different way - I'd caught him sneaking glances at me a few times when he thought I wouldn't notice! But I soon got used to wearing it and even started to get a bit of a kick from knowing that he seemed to like looking at me in it. I even used to watch his trunks for stirrings of interest! Wicked girl that I was!

My aunt always sunbathed topless, of course. Her quite nice boobs were almost as tanned as the rest of her body. They'd both have probably sunbathed in the nude if they'd had the opportunity! She'd usually get my uncle to put the sun cream on for her, including her bare breasts. I think they both enjoyed it — she gave me a cheeky smile one day as he was doing it, spending rather longer than was strictly necessary I think, rubbing it well in around her surprisingly large nipples. And the next day she'd asked me if I'd do it for her. I had been really shy about it and done all over her stomach first before she eventually urged me to stop avoiding them and do her breasts. It had felt really strange to start with but when she murmured that I was doing fine and it felt really nice, I started to quite enjoy it.

For the first few days, I felt quite shy enough wearing my new bikini — the thought of going topless was quite out of the question. She didn't push me at all to emulate her, but as time went on, I started to feel almost prudish keeping my top on with her being so relaxed without one right beside me. No, she hadn't pushed me, but she had certainly given me gentle encouragement! So half way through the third day, I'd taken the plunge. I'd often undo it whilst sunbathing on my front, so I didn't get a strap line, but of course, usually I did it up again before I turned over on to my back. But that time, I didn't. I turned over just holding it in position against me, then having checked no-one was looking, I slipped my arms out of the straps and laid it to one side. The feeling of lying there with my bare boobs exposed for all to see was incredibly nerve-wracking at the start. But, of course, I gradually relaxed and started to enjoy the feeling — the warm sunshine, the soft breeze playing on my nips...

It was soon after I'd taken the plunge removing my top, I remembered, that I definitely did see Uncle Luke's trunks bulging more than usual — I'd been really starting to relish the feeling, stretching out relaxed, face up, on the sand, my legs slightly apart, my arms above my head. I'd heard him rolling over and peeped through half closed eyes as he looked at me! I remembered the thrill I got from seeing him having to readjust his trunks to accommodate the swelling! My aunt also noticed and told me off for not having sun cream on the pale skin, insisting very pleasantly on doing it for me. So I'd let her. I remembered clearly how strange it had felt at first, those fingers gently rubbing across my newly exposed boobs. And I also remembered my embarrassment and surprise as I realised that my nipples were responding quite positively to her touch. She had made a point of rubbing the cream into them, muttering about how sensitive they were! And I'd realised that it really felt very pleasant!

My mind returned to the present and I found myself squeezing my crossed thighs even more and looked down now at the slight rippling of the muscles in my thigh as I clenched them.

I'd been so carried away with my memories that I hadn't noticed that the train had stopped at a small station and a few more people were getting on. And just at that moment, a young girl walked into the carriage from behind and pausing, she turned to me and asked if the seat beside me was free. She looked about 13 or 14, two or three years younger than me, and was dressed in a cute little skirt and summery top which seemed to show off the sweetest little pair of budding breasts very nicely.

I smiled and said she was very welcome to sit there, and she settled herself down. I watched as she smoothed her skirt down primly over her slim little thighs, almost as brown as mine. I soon discovered she was also going to London, so we chatted a little and I discovered her name was Emily. It turned out that she'd also been away on holiday, but she'd been staying with her father — apparently her parents were separated and she lived with her mother down in London normally.

I was still buzzing slightly from all my thoughts before she'd got on, and kept finding myself thinking how cute she was — a sweet face, lovely smile, bright blue eyes framed by long straight fair hair, little pink lips, and those perky little budding boobs. What was I thinking? I didn't usually think about other girls like this! She did seem to like me too though, and of course that just encouraged me! Especially when she looked at my thighs and complimented me on my tan.

"Thanks very much", I laughed, "I've been spending a lot of time on the beach and the weather's been brilliant. You've not got a bad tan yourself", I returned, deliberately looking at her legs too.

She giggled, "Thanks, I did get in quite a bit of swimming over the last couple of weeks. My Dad took me surfing quite a bit — just 'belly-boarding' of course. It's nice having a good tan isn't it".

I agreed with her and felt an increasing sense of excitement that I could have some fun with this sweet little thing.

"I even managed to get my boobs tanned a bit, for the first time ever," I laughed. "My aunt eventually persuaded me as she always went topless herself. I'd never done it before though so I was terribly shy at first. But after a while, it just felt great! I did still feel too shy to walk across the beach like it, or go swimming topless though".

Emily's eyes widened slightly and her eyes instinctively moved over my chest, imagining my breasts exposed to the sun probably. I don't have large boobs at all, but they're quite firm and perky really. Her eyes moved on, slightly embarrassed I think.

And she giggled again, "I wouldn't dare do that — although I guess it must feel nice. I'd just be soooo embarrassed though!"

I chuckled, "Yeah, I do understand, but it's so silly really isn't it. I mean, I can see you've probably got a real cute pair and there's no real reason to be shy of them".

She blushed beautifully and I felt the warmth returning to my body. I was getting a buzz from this conversation. I didn't know where it was going, but it was fun!

"Thanks", she giggled, "They're a bit small still but I guess they're OK - I'd still be shy of going public with them though!"

I looked across at the seats beside us, wondering if anyone was likely to be listening to our conversation, but there was just one elderly woman who was dozing, and a couple in front who were deep in their own conversation.

I leaned closer to Emily conspiratorially. "I'll tell you a secret", I whispered, "Once I got in the sea, I did take my top off a few times — when no-one could see. I made sure I kept my boobs below the surface and splashed around holding my top scrunched up in my hand!"

Her eyes widened again, "What was it like?" she asked, fascinated.

"Beautiful!" I laughed. "I loved it. All the cool fresh water splashing over them — it just felt so free and unrestricted!"

Then I leaned across closer again and said chuckling, "it felt fantastic on my nips - it made them stiffen up so hard — hard as little pebbles!"

She giggled again, her eyes bright and excited. "Really? I guess it would".

"I loved the feeling", I continued, "Had me tingling all over! If you know what I mean!" and I winked at her.

This time, she leaned towards me, "You mean it got you turned on?" she whispered, her eyes shining.

Those words coming from such innocent young lips! Such a cute little thing.

"Yeah", I laughed, "had a buzz for a while after! Rushed back to my towel and threw myself face down quickly, convinced everyone would notice them! But then of course, pressing down on them didn't exactly calm them down!"

Emily laughed really loudly at that, "No, I guess not. Mine perk up sometimes and it's a lovely feeling just pressing on them".

"Mmm, it certainly is, I know. Well, you can guess what I did as soon as I got back to the house that day — I dived into the shower and enjoyed myself!"

Emily almost exploded trying not to laugh too much, "You mean you... you know... you did it?!" she whispered.

"I certainly did", I laughed, "Wouldn't you have? I love doing it in the shower. How about you?"

Her sweet little faced blushed furiously but, after a brief pause, she happily admitted it, "Mmm, I like the shower too. Especially if it's got a removable shower head!" and then she blushed even more as she realised what she was telling me.

I chuckled again, quickly agreeing with her, "Oh, absolutely. I just love that so much".

We laughed together, both of us visualising getting off in the shower, and I realised I was getting very turned on. I squeezed my thighs harder, without really thinking about it and my skirt inched up just a little further.

"My God, Emily — this is getting me quite hot!" I laughed.

She giggled, "Me too!" and I noticed her cute little thighs tense and squeeze slightly as well. I felt a tingling in my nips now and looked down at my boobs. I could just make them out now, stiffening slightly against the brief material of my bra.

"Look, you can even see these are waking up", I laughed, pointing at my nipples.

Her eyes went to them and she giggled again, not able to look away for a moment. "You're right", she murmured, "You can clearly see the little bumps now".

Her eyes lingered a little and she said, "You've got lovely boobs haven't you — I hope mine develop like yours".

I wanted to take her in my arms and hug her right there. What a sweetie!

"I think yours are coming on just perfectly", I answered. They're beautiful!"

She looked down at her own, blushing a bit again. "Thanks", she giggled, "And I think maybe all this talk has made mine perk up too!"

I looked openly now and she was right — there were two little bumps just visible. I chuckled, "You're right" and almost without thinking, I reached across and ran my fingers across her right boob.

She jumped and I thought I'd gone too far.

"Oh, sorry", I laughed, "It was just instinctive. It looked so cute; I just wanted to see if I could feel it".

Her face was burning, "It's OK, I didn't mean to seem scared", she replied, still giggling. "It felt rather nice really! And I think you've woken it up even more now!"

I couldn't believe what a sweet gem Emily was. And I couldn't believe how excited this was getting me. My nips were really tingly now, and that wasn't all! I just had to get a bit more direct pressure on my pussy — squeezing my thighs just wasn't doing enough any more. I uncrossed my legs, the skirt now lying high across my thighs and pressed my left hand down into my lap.

Emily chuckled, "Are you getting horny Kate? You'd better be careful or that'll start to look a bit obvious!" and she looked meaningfully down at my lap.

I laughed, "You're right, it's got me really going talking to you like this. I think I might just lay this magazine across my lap — might help to hide it a bit!"

"Well, you've got me going too", she giggled, "especially touching me like that. I can still feel where you touched now. It sort of sent a shiver right through me — I guess you know where that shiver went down to!! I wouldn't mind if you did it again!"

Oh, this was too much! She was now openly asking me to stroke her boobs. My fingers under the mag pressed up under my skirt and found a pair of very warm, very damp, panties. I trembled, my own boobs feeling tight and tingly.

"I'd love to", I whispered, "but I hope you'll return the favour!"

"Of course!" she giggled, "I've been dying to but didn't have the nerve!"

"We'd better be careful though — don't want to shock anyone!" I said and glanced around to check no-one was watching. Then I leaned across and pretended to whisper in her ear. What I actually did was to give it a little kiss as I quickly ran my fingers over first her right boob and then her left. They were exquisite, small but very firm, with hard little buttons of nips pressing through her flimsy bra.

She gasped with pleasure, quickly suppressing it as soon as she realised, but I could feel her body respond, pushing instinctively out against my hand, lapping it up.

I pulled away after a few moments, scared that someone would see, but not before the mag had slid off my lap, exposing the crotch of my panties and my fingers against it. This time it was my turn to go red with embarrassment, even though Emily knew what I was doing — and no-one else was looking (luckily!).

She grinned at me, openly looking down at my hand and muttering, "Oh my God, I've got to do that! But first, it's my turn now!" and she leaned across and repeated exactly what I'd done to her, but to me — kissing my ear and running her fingers over my already taut boobs and stiff nips. I tried hard to suppress a groan of pleasure, but it was very difficult. My whole body was shaking now with arousal and I found myself with a desperate urge to make love to this sweet little 13-year old.

The arousal gave me a new level of boldness, and I leaned across to her again and this time really did whisper in her ear. At the same time, I slid a hand quickly up her firm slim thigh and homed in on a very hot damp panty-covered pussy.

She squirmed, but with pleasure.

"Em", I whispered, "I can't take this any more. Do you fancy coming to the loo with me?"