Note: This story was dynamically reformatted for online reading convenience. When I entered 7th grade in the fall of 1978 there were two great loves in my life, science and girls. Which one dominated on any particular day depended on my mood and level of horniest. Usually though, at that age honestly almost always won out. As it turned out, both my interests were about to come together in a way that I never could have imagined possible! In biology class, we were teamed up in partners. I had the good fortune of being paired with Rachel Reed . I had known her since 5th grade. Now we were in middle school. We were never that close but we did both share a passion for science, plus she was hot! Sam was about 5"2 with long thick curly chestnut colored hair that came down past her shoulders and the most beautiful blue eyes I have seen. She had a flat stomach and a firm toned body from years of gymnastics and dance but she also had incredible curves including a perfectly round butt and rather large breasts but she did her best to minimize them by dressing conservatively. Sitting next to her in class was sometimes sheer torture! My eyes would spend the entire time moving back and forth between her face and her boobs. I would always be glancing to my right to see how full they were as they pushed up her bra out to the side. You know, to give that full look that was framed by the pattern of her brassiere. Since she always seemed to wear thin see-thru white blouses, I could clearly catch the outline of the shape of her bra, making sure I didn't get caught with my quick glances. Undoubtedly, she had the best breasts of our class or in any class and my penis would always got hard at the thought of her beautiful breasts just six inches away. So, I had to keep adjusting my penis so it would not be obvious to Rachel. I'd even fold my hands down on my lap sometimes because I thought she was staring at my uncomfortable condition. Occasionally she would tilt her head slightly angled to her left as she leaned on her elbow nearer to me. I couldn't see what her eyes were focused on when she would put her hand's palm under her cheek and seem to let her eyes close somewhat. She sometimes was so close that I could smell the perfume she wore and the sent was intoxicating along her presence. The effect on my cock was unbearable as it strained up against my trouser trying to reach my stomach. When I looked down and could clearly see it. When it happened I would take my right hand and push it down and to the right so that it would disappear down my trouser leg. It always stayed so hard that I had trouble concentrating on what Ms. Roberts was saying. Sometimes I'd just sit back in my chair and stare at the bra Rachel was wearing. I loved the way it looked from the back and how it cinched her when she leaned forward. It was big in width, I imagined at least three clasps but I couldn't tell for sure. As months passed in Ms. Robert's class and the same problem was seemingly upon me all of the time, I just began to just forget about it and let myself be seen by Rachel if in fact she was even looking which I highly doubted. The desks were arranged so that nobody could see my crotch except Rachel. I really enjoyed seeing her breast bulge out against the side of her blouse especially when she raised her hand to answer a question. The cloth of her shirt would tighten and the side of her breast rose as her hand went up. One afternoon while we were watching a movie all of the lights were out. Still in my usual condition and for the first time that I can remember, Rachel turned her head and looked me straight in the eye, sort of catching me staring at her. I looked back and smiled. To my surprise Rachel smiled back and then put her left hand down along my right thigh. She slowly started to move it up and down rubbing my very hard penis at the same time. I can't begin to say what I was feeling when she gripped my cock in her hand using all of her fingers and squeezed it hard! I got so excited that I nearly came but I didn't and then she let go. After class, Rachel came up behind me as I was walked down the hall. She got up very close and then whispered into my ear, "I can't concentrate in biology when your cock gets so all hard like that." I immediately stopped and turned around. .....to be continued.....