"I'm a little old to be banished to summer camp," I said to Spike. Spike was my best friend, had been since I was eight. "I mean, I'm fifteen."

I was sitting on a branch in an old apple tree, the last one in the orchard. I had my back propped against the tree trunk. She was lying on the branch below me.

Spike said, "Wish my folks would send me to camp, Kip." Her real name was Danica, but I never called her that, just like she never called me Clifford.

"Yeah," I said. "Right. For three months."

"No, really. First of all, you're gonna be doing football and canoeing and shit. And like you say it's more than a camp, it's longer, there's some school, and it's sports training."

"Training?"

"You know, like for the Olympics." Spike was a natural athlete, not like me. It wasn't that I was fat or weedy - I guess I am quite strong for my age - but I just was not interested. Spike occasionally talked about trying pro sports, but usually she came back to her other dream, being a mechanic on Formula Ones. "They wouldn't send me, though. They'd be afraid it would just make me worse."

"You go instead of me." I banged my head gently against the tree trunk, making the leaves rustle. "Maybe we could just send you on the bus and you could say you were me."

"They'd notice in the shower. And when I got my period."

I stared at her. "I didn't know you got your period already." To be honest, I never thought of Spike as a girl.

She imitated me: "I'm fifteen, for Christ's sake," and she reached up to whack my foot.

"I wish you were coming. I'm not gonna know anybody there. I wish I knew why my parents are doing this."

She said, "It's obvious, Kip. They think you're weird. You spend most of your time reading, or on the computer, and the rest of your time you spend with a psychotic tomboy."

She said it like she was proud of being one. Spike was all limbs and joints, about as feminine as a plank. She kept her black hair short and she had a thin face with a long jaw. She had put on a bit of weight recently but she still didn't look particularly like she was a guy or a girl.

"They want to make you normal."

"Great," I moaned.

"Look, your folks aren't exactly thrilled about me."

"They don't mind you."

She snorted. "They think I'm an unhealthy influence. Your dad's not a reading kind of guy, you know? He's probably worried I'm a dyke and I'll turn you into a fag." She plucked at her T-shirt. Today's was Motorhead.

"What's a dyke?"

She dropped off the tree, agile as an ape. "It's what a Dutch boy sticks his finger in." She picked a green apple off the ground and shied it at me. It stung me on the shoulder. "A lesbian! Don't be a knob."

"I'm not a knob," I said. "You're a knob." She hit me three more times before I got down from the tree, but I managed to drag her down to the ground and we wrestled until we both cracked up laughing.

Camp turned out to be okay; we were thrown at a lot of different things but what I really liked was the canoeing. I got pretty good at it and I spent a lot of time in the gym working on my upper body so I could start winning those races.

We also spent a lot of time talking about the girls' camp down the lake (you know, who was cutest, and did she look at me when we had that inter-camp competition, and which ones kissed and which ones did more).

There was one called Anne who really did look at me a lot. She was slim, and pretty with brown eyes and dark hair in a bob. I figured I could have got somewhere with her but I couldn't think where to start. Instead I figured out jerking off, though there was almost never a chance to do it.

I sent Spike a couple of letters while I was at camp - when I won the across-the-lake race, for instance, and when I was coming home, a couple of weeks into school. I told her I'd meet her at the tree the day I got home.

The tree was gone and the field was torn up. There was a sign there that said a medical center was going to be built there. I waited on the bare dirt as night fell, getting that sick abandoned feeling in my gut, but she didn't show. I guess a lot can happen in three months.

Finally, after dark, I climbed out of the field and rode my bike to her place. Her folks' car was out and her bike was still in her garage, so I locked mine to it and went around back to her room. Her curtains were drawn but there was a light on. I knocked at her window.

"Hey," I hissed. "Spike!"

I saw the shadow of her head behind the drapes. "Go away, Kip."

"Why?"

"I don't want you to see me."

"Why not?" I repeated, feeling foolish.

"'Cause I look stupid."

"Stupider than the time you tried to become a blonde?"

"Way."

I whistled. "That's pretty stupid."

"Thanks heaps. Go away. My life is ruined."

"I'm not going away!" I called.

I heard her sigh. "Okay then. Come on in." There was some rustling and then she reached around the drapes and unhooked the screen. It only took me a moment to shimmy in and flop on the floor. Funny thing: the window seemed smaller than it used to.

Spike was wrapped in a thick dressing gown. "What's that for, in this weather?" She just shook her head.

"What is it?" She didn't say anything, but turned away; her head down.

"Come on, take it off. Whatever it is I promise not to laugh."

She slipped off the dressing gown and turned around. She was wearing cut-off jeans, a T-shirt and ... a bra. And the bra she was wearing was not a training bra, like my sister had worn for almost a year, but one of those Playtex women's jobs with wire and lace and everything. The T-shirt was too small and stretched over her front; every detail showed through. It was obvious, even to me:

Spike had tits. Big tits.

There were other changes, too. Her hips had flared out, her waist was pinched in, she had fleshed out and was rounded and generally ... you know ... female! I couldn't take my eyes off her front.

"Jesus," she said miserably, "not you too." I looked at her face and it was all scrunched up like she was trying not to cry. She sat on the edge of her bed and put her face in her hands.

"I'm sorry." I went to grab her and then I stopped, because, well, Spike had turned into a girl, and my hesitation made her more miserable and she actually started to cry. I had never seen her cry and that made me feel miserable. So I grabbed her anyway and it turned into a hug, her clutching me and me clutching her. She even smelled different, more perfumey.

"Kip, it's awful. Everybody stares at me and then the same guys who used to be afraid I'd beat them up come up to me and they look at my chest and they don't say anything except 'Duh... ' And I've being running and doing aerobics to try and loose this weight but just makes me thinner everywhere except where I want and I can't even run as much because they hurt when I run far. And my jeans don't fit any more and my old T-shirts make me look ... like this. God they're growing so fast I'm on my third size of sports bra."

I could feel her breasts pressing against me through that lycra-like material or whatever they make serious bras from. Her tits felt warm and soft against my chest. I already had a boner.

"They're still growing?" I asked. My voice squeaked. "I hope they don't explode."

She leaned back and actually smiled a bit. "Don't be a knob."

"I'm not a knob. You're a knob." I pushed her (carefully, at the shoulder) and she pushed me back harder, so I pushed her again and she almost fell over and she grabbed at me as if we were going to wrestle ... and then her hand brushed against my boner.

We both froze. My face got hot.

"Kip?" she said.

"Sorry," I said. "I guess ... I guess I better go."

"Yeah," she sighed. And then: "No. Kip, what's happening to us?"

"I don't know. I guess we're growing up."

"I don't want to grow up like this. 'Cause if you won't hang out with me we'll never see each other and I'll end up becoming some simpering giggling empty-headed girl."

I didn't see the logic, but I figured this wasn't the time to argue. "What can we do?"

"We gotta keep seeing each other," she said. "We gotta learn to deal with each other anyway. You know, adapt."

I nodded. My throat was dry. "Adapt."

"O.K ... So this is me now. Take an eyeful and get used to it." she said fiercely, standing up and marching across the room. They bounced.

She put her hands behind her head to gather her hair, which had grown longer, and walked towards me, swaying each step as if, well, as if she was a woman. For the first time, I looked at her like some strange bit of skirt.

Small neat feet, long, long brown legs, nice knees (I've got a thing about those little muscles just above the knee), smooth thighs. I could see through the gap at the top of her thighs and my hard on stiffened. She had put on a bit on her hips; I mean she had buttocks now, and those silly cut-offs were skintight. But her waist was smaller - or was it just the contrast? And her top - with her arms up, her breasts were lifted up and out, and the T-shirt sure was straining, just like some porno mag cover. Nice face, clean straight features, big dark eyes - now I looked at her face properly I could see the leanness had disappeared. In fact she looked pretty.

No, she wasn't pretty. She was stunning.

"So what do you guys think of when you look at a girl with, ... you know. What if you just saw me in the street?"

"Christ, I dunno ... well okay, you look great. If I was a girl I'd be pretty happy to look like that. I'm sure as hell pretty happy to look AT you."

"Oh, don't start that" Her face started to twist up again.

I jumped up, grabbed her arms and looked at her. Did I say she had such striking eyes? They were dark brown, so dark that you sometimes couldn't make out her pupils. She had eyes like deep black wells.

"No, I'm serious. You look just knockout and you should be proud of yourself."

"Yeah but ... you're a guy. So what are you thinking? Like you wanna ... y'know... ?"

"Fuck you?" I blurted.

We both turned beetroot, matching, stunned that I had said it. Then she laughed and pulled away.

"Yeah, Kip, tactful as ever! Well?"

"I dunno, it's not like that. I mean I'm not thinking knobs and pussy and real action - more - how cool it would be to touch you, and ... just sorta find out about you."

She sat on the bed again, silent, and my legs just dropped me next to her. She nodded to herself then turned to me. I froze as she slowly rubbed her hands up the outside of my arms, and looked into my eyes again. Man I could get lost in there!

"I could cope with that," she said, quietly. Then she grinned. "Anything in particular? I could dress up in tight clothes with sexy underwear on, and then slowly strip. I could do whatever you liked."

Gulp.

"Okay, teasing. But you're looking a bit different too", she said, tracing a line over my shoulder and arm muscles with one finger. "Don't I get to look at your stuff?"

Her hand reached out and touched my cock, slowly this time, on purpose. I tried to swallow.

She squeezed it slightly and sat up straighter. "Can I see it?"

"Uh," I said. I mean, Spike and I had been naked together a bunch of times when we were eight and nine but this was different. On the other hand, it was Spike. "I guess," I said. I reached for my fly and then stopped. "Your folks?"

She shook her head. "They've gone to visit my aunt in Preston. They won't be back until tomorrow."

"Oh." I unzipped my fly but my cock was down my leg and I couldn't get it out of my jeans without either taking my jeans off or hurting myself. Here was an excuse to stop, I told myself.

Before I could say anything, she peeled up her T-shirt and sat there in that silky white bra. "To be fair," she explained.

I'd seen more skin at the lake and managed not to embarrass myself, but this was a bra, it was lingerie. She was a stacked woman in honest-to-god lingerie. I could feel my heartbeat not only in my chest but all along the length of my cock. I tried to swallow but I couldn't because of the big lump in my throat.

"Well?" she said.

"I gotta take off my pants," I said. Then I said, "So do you."

She thought about it for a moment, and then nodded. "Okay."

We both stood up facing each other. She undid the button on her cut-offs and eased them over her arse, dropping them to the floor. She stepped out of them and kicked them under the bed. Her underpants were white stretchy stuff too, cut high over her hips. They looked kind of pricey. A couple of curly, black pubic hairs curled out from beneath the elastic. The pants would have looked out of place on the old Spike; I had no idea if they suited the new Spike.

"Now you," she said. I undid the button on my jeans and my jeans didn't fall until I gave them a shove. My wallet made a thump as it landed on the floor. I went to step out of them, like Spike had, but my feet got tangled, and I had to grab her shoulder for support. She grabbed me back. Her shoulder was smooth and hot, and the strap of her bra felt a mile wide under my palm. I pulled up my foot and turned the leg of my jeans inside out.

"What a knob," she said, but there wasn't any annoyance in it. She knelt down in front of me, her face only inches from where my cock was making a circus tent of my white cotton jockey shorts, and pulled my jeans from my feet. I had gooseflesh all along my legs. She ran her hands up the outsides of my thighs and rested them on my hips.

"Go ahead," I told her. "Take off my..." I couldn't quite say "underpants" or "shorts." I wished I was wearing something sexy. I wished I was more of a hunk.

I thought maybe she'd hesitate, but not Spike.

"Okay."

She reached up, grabbed the waistband and pulled straight out and then delicately uncovered my hard-on. She'd caught her lower lip between her teeth and I heard her suck in her breath. Then I blushed because I'd thought the word "suck."

I felt really odd, standing in front of Spike with my shirt-tail hanging either side of my standing sword. The way she stared at it made me feel weird ... but good. "You've got a beautiful cock," she whispered.

"Gee thanks!"

"No I'm serious. You know, if we weren't friends, I'd feel I had to perform, like I knew what I was doing. Like maybe suck it for you or something."

"Hey you just take your time." I managed to say.

She nodded, "Cool." That was enough like the old Spike that I relaxed, and dropped my shoulders. My cock bounced a bit. She touched it and I started like when you're really into a book and someone interrupts you. She looked up at me, questioning. "Sorry. Did that hurt?"

"No, I was just..." She rubbed her hand along the length, and then gently started to pull it in different directions, testing how stiff it was. Her hand slipped to the end of my cock, carefully pulling back the foreskin, exposing the head. It looked swollen and purple and smooth. I don't think I had ever been so hard in my life before. Then her fingers slid back to the base, touching my sparse pubic hair. This was so great.

"It feels neat," she said. "It feels hot."

"Your hand's cold."

"Oh," she said, and then grinned. "I'll warm it up," and she breathed on my cock, short hot breaths, like she was panting, like she'd run a mile or ... or something. My balls tightened. I could feel myself getting ready to come. I tried not to clench my butt.

"I like how you smell," she told me.

"Uh, Spike?" I really didn't want to come in front of her.

"Your balls are real neat. Kinda - compact." She traced her fingers around my balls. "How do you sit down without hurting yourself?" Her other hand slid over the head of my cock and she stroked the underside with her thumb, smearing something wet.

"Mmm," she murmered "What about a kiss ... just a little..."

"Spike, I really don't think..."

She leaned her head forward and planted a soft, dry kiss on the exposed cockhead, a kind of "Nice-to-see-you" kiss. She pulled her head back and, staring right at my swollen member, slowly stuck her tongue right out. I watched horrified as the pink waving tip moved towards the end of my knob. When it touched she gave it a flick of a lick and I groaned as I just exploded.

A shot of jism hit her cheek beside her ear and she watched, fascinated, as I shot a second and third which hit her shoulder and breast. She pumped my cock and squeezed out a bit more, which ran over her fingers.

"Hey, that was neat." She opened her hand, and looked at my come smeared across her fingers. "Well, messy." She chuckled and sucked one knuckle clean. "It tastes okay. Tangy, but okay"

"Spike!"

"Well, it's not gross. I read some women think it's gross."

I had to lean against the wall for support. My cock was softening. She took it between her thumb and forefinger and leaned forward with her mouth open; before I could stop her she took the whole thing in her mouth and sucked and licked it clean. Even though I had just come, the feeling was fantastic.

She took her mouth away, looked up at me and said, "You didn't mind, did you, Kip?" She looked very serious and I suddenly wondered if I did mind.

I know that sounds stupid. I mean, I was really looking forward to fooling around with girls and all that, but - with Spike? I had always thought our friendship would never change. But now Spike had just become something, someone, totally different and I didn't know what.

I touched her mouth with my fingertip. Her lips were soft and smooth. I wondered what it was going to be like kissing her.

"Don't be a knob," I told her, and knelt down and slowly felt for her lips with mine. They felt warm and wet and sort of wriggled back against me. I was getting stiff again already.

Her mouth opened and her pointy little tongue slipped through my lips and licked the end of mine. Electric shock time.

"Mmmmmm... " I could hear her murmuring inside my head. Now her tongue had given up trying to wrap around mine and was exploring the rest of my mouth.

"Grrr ... mmmm ... God this turns me on," she muttered against my face, finally taking her tongue out but leaving her lips on mine. "I can go right inside you with my tongue".

I pulled back and looked into her beautiful black eyes. "We could do that other ways too," I said, very quietly.

She was still for a minute, then nodded, hard. "Come on then," she replied and sat back on the edge of the bed. "I guess it's your turn to see what I look like."

I followed her and sat next to her. I could feel the warm skin of her leg against mine. I didn't dare look at her face as I reached out to touch the white smooth curve of her bra. She sort of shivered. I actually watched the nipples push out through the stretch fabric, rising in front of my eyes. Christ, I thought - the effect she has on me - maybe I do it to her too! This could go to a guy's head.

I moved my fingers to touch them, feeling around them, and then gently brushed them. They felt funny, so stiff and bouncy. Suddenly I realised we were both holding our breaths. I let mine out and held both her boobs. "Do you realise just how fucking gorgeous you are?" I asked, looking up at her face. She shook her head - but with shining eyes and a cat-got-the-cream smile.

I gave her a quick neat kiss on the lips (yeah, I'm getting slick, I thought) before I pulled the bra straps off her shoulders and slowly slid them down her arms. When the straps were right down she slipped her hands out and her breasts swung free. I glanced up at her to check and she nodded, eyes still shining. There they were.

I mean they weren't THAT big (not like some gross pictures I'd seen) but so round and so heavy and so soft. White skin, with tiny blue veins, big contrast to the tan on her arms and shoulders. I lifted one for a bit and just felt how it moved.

This was going to be good.

I kissed her next to her mouth this time, then down to her neck, feeling her skin with my lips (see I learnt something from those soppy movies) and moved my hands back to her breasts. I cupped them both lightly and felt them as my mouth travelled down her neck. I rubbed my palms in slow circles on her nipples and squeezed them carefully with my fingers. They were so stiff and so hot and so flushed.

I moved my mouth down to the top of her breasts and then kissed all the way around to the underside, missing out the nipples. She whimpered a bit and tried to push her chest at my mouth.

"Oh, you mean here?" I said as I did one of her little "Nice-to-see-you" kisses on the left tit tip.

"Shut the fuck up, Kip," she groaned. "Just get on with it"

Somehow I could feel just what she was feeling. Nice as her boobs were, what really turned me on was knowing what I was doing to her - just what she had done to me.

I kissed the other nipple properly. It felt as big as a fingertip, somehow soft but bouncy and firm at the same time. Then I opened my mouth wide and sucked in as much as I could. Even with half her breast in my mouth, and my lips over my teeth I could flick my tongue back and forth over the rubbery tip. She was moaning quietly now; she ran her fingers through my hair and began kissing the top of my head. I let go to do the same job on the other one.

I continued to move over her yummy tits, kissing backwards and forwards, and dropped my hands down. Gently I stroked the inside of one thigh. She had such smooth perfect skin, like soft silk under my hand. While I kept on licking and kissing I moved one hand right up between her legs - and she just opened them up. My hand bumped into the mound at the front of her panties and I froze, with one knuckle just touching the fabric. I moved it around, cautiously. One place was all wet, sort of slippery, and I moved it up and down just there.

"Oh ... shiiiit!" she cried, and just fell on me, knocking me flat on the floor.

Suddenly we were all action, scrabbling and grasping and sucking each other's mouths and trying to get wrapped up in each other every way we could. It was like one of our old wrestling matches, but naked and soft and a real hard-on. And then she was grabbing my cock and trying to force it between her legs. Christ, how do people do this? When she managed to get it stuck up one leg of her briefs, bent in half with the elastic biting in to it, I had to stop.

I sat up, laughing and trying to hold her off. "Hey, whoa there! Time out! What about getting this sorted a bit first?"

She had stopped, and moved over. She didn't reply.

"Spike?" I asked. Now she was sitting up with her knees tucked under her chin, looking at her toes.

"Hey Spike ... you okay?"

Her hair just quivered a bit. I couldn't even tell if it was a nod or a shake. But when I lifted up her chin her face was screwed up - she was fighting tears again. She shook her head free and buried it in her knees again, clasping her shins tight. By now I had completely lost the plot so I just put my arms around all of her and sat there for a bit, kissing her hair for practice every now and then.

"I'm sorry." I heard her mumble into her knees. "I got it all wrong and I ballsed it up and I'm really sorry I hurt you but..."

I kept quiet and kissed the top of her head again.

"You dunno how badly I wanted you inside me, see, and I thought if I just jumped in there nature would take over or instinct or something." She looked up fiercely. "Look, I just don't know what I'm doing. I've never done it before, okay!"

I couldn't help laughing and gave her a big squeeze. "So what makes you think I have?"

She stared into my eyes. "But what about Ellie? And that bitch from the Green School?"

"Never made it past second base. And before you ask, all those kids in my class shooting their mouths off - its all just talk. I bet there ain't one who's even got this far. Frankly, I wouldnt've wanted to, anyway, not now I've seen you like this."