Chapter 1

Carrie Wilkerson is twelve. Last summer her body began going through many changes. For one thing an occasional pimple showed up on her face, hung around for a time, only to disappear after a few days. She had to try very hard to ignore it and not scratch it or otherwise give it any attention lest it leave a permanent mark on her face, or at least so her mother kept chiding. For another thing her nipples began to sprout. They began last year as slightly swollen nipples, which gradually began to accumulate pads of flesh under them. They itched frequently, and she found herself pinching and fondling them a lot, especially when she was by herself. Occasionally she might absentmindedly have done it around other people. If she did it in front of her mother she got scolded. If she happened to do it around other kids, especially boys, she got funny but interesting looks. In the year since they started to grow they have gone from flaps of skin under the nipples, to attractive lemon-sized half globes.

These days she also occasionally feels funny tingles down between her legs. They would seem to come on for the weirdest reasons; like while watching the football team practice, or sometimes just noticing a boy's crotch was enough to flood her lower deck with tingles, especially if the boy seemed to have a distinctive bulge down there.

But the biggest tingle flood came one day when she was walking through the woods by herself. It had been raining an hour earlier, and as she walked along she saw a man in a raincoat approach her from the opposite direction. She looked at him carefully but she decided that she had never seen him before. As they got within about eight feet of each other he suddenly whipped his raincoat open. He had no pants on, and his manthing was huge and pointing up. It had a reddish, purple head, and although it seemed to be very stiff it bobbed in time with his gait. Carrie stared at it openmouthed, and unconsciously dropped her right hand to her crotch and lightly tickled. As they came abreast of each other she saw the man's sausage jerk and a white mucous suddenly spurt from the tip. Right after that he was past her, and he just kept on walking. She turned and watched him walk away, still tickling herself between her legs. As if to confirm that it had actually happened she dropped her eyes to the path where she saw a line of wet spots he had left.

That day turned out to be the one that saw Carrie first begin to come out of her little psychological cocoon. No longer was the world just a place for her to play with her dolls and stuffed animals and watch the cartoons she loved to watch on tv. That weird encounter in the woods opened her eyes for the first time to a world that was far more complex than any she had heretofore imagined. And from that moment on she was determined to open her eyes to what was going on around her.

Carrie next became cognizant of life's complications a few weeks later in her history class. Her teacher in that class was a man named Mr. Dowd, and her assigned seat was in the middle of the front row. Mr. Dowd was sitting behind his desk grading papers as she and the class were taking a spot quiz. Carrie chewed on her pencil and took a brief break for a moment, before going back to the quiz. She was wearing a dress, and she absentmindedly placed one leg over the other. Mr. Dowd happened to look up at that point and noticed her one leg laying over the other, the one leg of course holding up her dress and giving her teacher a clear look at her panties.

After the class was over Mr. Dowd had Carrie stay for a few moments quizzing her about the way she had been sitting in his class. She was completely innocent of course, had no idea what he was talking about, and pretty soon Mr. Dowd had to concede that she had not been coming on to him, that she had had no conscious idea that what she had done had been a turn on. Her teacher's queries though, had made her further realize that there is more than one way to interpret a simple act, though she still had no idea what Mr. Dowd had been getting at. Bubbling over with curiosity she wracked her brain as to who she could ask that might be able to tell her something about what all this was about. She immediately ruled out her mother and father. Her father was a traveling salesman, and she rarely saw him for more than a day or two at a time. He was always very sweet to her but she didn't feel she knew him well enough to ask him about anything important. Her mom had not told her the first thing in regards to her body, and the changes it was going through. She had acted like the whole process was somehow nasty, and told her she would have to find out for herself. She suggested that when she had questions about her body she should ask her hygiene teacher at school.

Carrie searched her mind for someone who she might ask, and finally settled on Michael Phillips, a sixteen year old boy who seemed pretty sharp and who just happened to live next door to her. She vowed to question him about what had happened that day in the woods was all about, and also why Mr. Dowd had questioned her about the way she was sitting in class today. Carrie went from her history class to study hall, which was her last period of the day. She tried to study her day's assignment, but found her mind spinning back to the incident in Mr. Dowd's class. She couldn't wait for the final bell, but eventually it did ring, and soon after she found herself walking home.

Once home she spied Michael Phillips sitting on a swing on his front porch and she waved and walked up his sidewalk to his front porch. "Hi, Michael," she said, walking up the stairs, "how are you today?"

"Oh, Hi Carrie," he said looking up from his book, "you're looking good today." Actually, Carrie was indeed looking good, she always did look good, but she blushed a bit and nodded her thanks. "So, what's up?" he continued.

"Nothing much. It's just, some funny things have happened lately, and I'm trying to figure them out, but I'm not having very much luck."

"Oh, like what?" he said.

"I don't know. I'm kinda embarrassed to talk about it. Especially in front of a boy."

"Well, don't be. You can tell me. I'm your friend and I won't laugh, or nothin'. And I promise you I'll do my best to explain it, that is if I can figure it out myself."

"Well... The first funny thing happened about a month ago. It had been raining. I was walking through the woods when I saw this man wearing a raincoat, he looked about as old as my dad, walking along the path coming towards me. I looked at him very carefully, but didn't recognize him. When he got maybe eight feet away he flung open his coat, and he didn't have any pants on. His... I don't know, I get embarrassed just thinking about it." Her face colored up with a blush.

"That's all right. Don't be embarrassed. Go ahead, you can tell me anything."

"Well, it's really embarrassing, but I'll try. His manthing..."

"It's called a dick or a cock..."

"Yeah, whatever. Anyways, that thing of his was huge and it was all stiff and pointing up and bobbing along as he walked... and when he got real close to me his... thi, dick jumped, and white stuff spurted out and fell on the ground. After that he was already past me, and I turned to look at him but he just kept on going. Michael, what was he doing? Why did he want to show himself to me like that?"

"To tell you the truth, I don't really know. I've heard about guys like that though. They're called 'flashers' 'cause they just show themselves for a second or two. On the tv program Mary Hartmann's grandfather was a flasher. He kept getting himself arrested, so I guess doing it is illegal. But from what I hear they never do nothing but flash, they don't have nothing to do with the person they flash afterwards. I had no idea they could get hard and shoot without touching their dicks though. Did he touch himself at all?"

"Nope, it was just bobbing along as he walked, and all of a sudden it jerked and shot out this white stuff. I never seen nothin' like it before. Michael, what happened? What was going on there?"

"You don't know? You don't know nothing about boys, and how babies are made?"

"Nope. Mom would never tell me a thing. Always said I should ask my teachers in school."

"Well, I don't quite know where to begin. Is that the only funny thing you're wondering about, or is there something else?"

"Well, there is one other thing. Today, in history class, I was sitting on the front row, and I put one leg over the other, like this." She sat down on the swing and turned towards him, and put her leg up as she had in class. "When the bell rang Mr. Dowd my teacher had me stay after class for a couple of minutes, and he kept asking me over and over why I had been sitting like that. I had no idea what he was talking about, and he finally gave up and let me go on to my next class. Michael, what was wrong with my sitting like that with one leg propped up over the other?"

Michael took a long look at Carrie, and particularly at the underwear her leg was exposing. He was sure he could see the imprint of her little girl lips on them, and he felt the inevitable erection coming on. "You sure you don't know nothin' about this?" he said.

"I swear on a stack of bibles," she answered, "cross my heart and hope to die."

"Well," began Michael, "it's kinda hard to know where to begin." Michael looked around the neighborhood. Nothing was stirring, but he saw someone walking down the street in the next block. "Maybe we better go inside if we're gonna talk about stuff like this."

"Okay," she said, and stood up. Michael walked to the door and opened it, and held it open for her. After she passed through it, he closed and locked it. Then he ushered her into the living room. "Have a seat," he said. "Want a coke?"

"Sure," she said.

Michael went into the kitchen and brought back two cokes. He handed one to her. "You want a glass?"

"No thanks, I like drinking out of the bottle." They sat and drank their cokes wordlessly. After they finished Michael took the empty bottles back to the kitchen. When he came back in one of Carrie's nipples was itching, and without thinking she used one hand to manipulate it. Then she did the same with the other. Michael looked at her with renewed interest.

Carrie was still stimulating her left nipple when she suddenly looked up and realized what she was doing. "I'm sorry," she said taking her hand away. "Mom's always fussing at me when I do that in front of people. But every once in awhile they itch, and sometimes I forget."

"Go right ahead, don't mind me. They're really growing nicely, aren't they? I mean, I can't really see them all that good, 'cause they're inside your teeshirt, but they're really beginning to look nice. Do they hurt much?"

"No, not that much really. They just itch a little sometimes. Mom didn't really tell me anything about what to expect when they started growing, but my cousin Dora who is thirteen told me how her titties had itched when they was first growing. Then she took her teeshirt off and showed me how she would tweak and squeeze hers. I learned an awful lot from her."

"Gee, were hers as pretty as yours?"

"Oh, much prettier. She's thirteen, and hers go out to here." Carrie curled her fingers about the size of a tangerine.

"Oh, gee I'd like to see hers. But I sure would like to see yours too. Would you mind showing them to me?"

"Sure, I guess so. I don't see why not?" Carrie pulled her teeshirt off over her head, and set it down on the couch. She turned towards Michael, a somewhat anxious look on her face as she awaited his approval. Michael was overwhelmed. Her bare chest was sporting two near perfect, if small, half globes, each topped off with a succulent strawberry-sized nipple. The left nipple seemed to be just a tad more developed than the right one, but to Michael they both looked equally beautiful. He was so overwhelmed at the sight it took him a moment or two to properly react.