Danny sat on the edge of a planter in the middle of the quad. A three-ring binder lay open across his lap, and a calculus textbook was propped on one knee with a corner tucked underneath the binder to keep it open as well. Dozens of his fellow college students swarmed around him, clumped into groups of friends who talked and laughed and ate and occasionally studied. Alone in the middle of this sea of noisy humanity, he worked his way through the several dozen integration problems that had just been assigned to his class less than an hour ago. The assignment was not due until the class met again in two days, but Danny had two hours to kill until his next class with nothing better to do, so he might as well get it done! Besides, he found calculus to be quite enjoyable.

As he finished one particularly tough problem, the noon chimes began to ring out from the big clock on top of the library building. He started to work on the next problem, but his stomach was beginning to compete for his attention. He tried to ignore its rumblings and concentrate on the equations in the book, but then...

"Hi!"

A tingle shot up his spine, and Danny nervously turned to face the source of the greatest bewilderment he had ever felt.

He was not a star running back on the football team. He did not shoot effortless three-pointers on the basketball court. His butt had never touched a weight-lifting bench. Danny was a math major, with a minor in physics. He loved math, computers, astronomy, and reading (especially science fiction and fantasy). He was a Star Wars nut who could not understand how anyone could possibly dislike "Phantom Menace". Occasionally he went to movies with other people he knew in his classes, but he had no close friends. He was not a "people person", and could not make small talk or entertain somebody if his life depended on it. "Dating" was a nerve-wracking prospect for him. Women were creatures from another dimension whose desires he felt he could never hope to fathom.

What, then, to make of this beautiful girl, with brunette hair cascading over her shoulders and halfway down her back; with full lips that begged to be kissed long and hard; with a huge chest that thrust outward against whatever shirt she happened to be wearing; who was now shrugging off her backpack and sitting on the planter next to him, looking at him with a big smile across those incredible lips?

Danny felt momentarily giddy and had to shift his position to keep from toppling backward into the planter.

"Have you eaten yet?" Her silky voice wove through his mind, sending more tingles throughout his body. Shyness as powerful as a boa wound around his throat. He had to fight it for a few seconds before he could respond, "n-no."

"Well come on, then!" she responded with a giggle. "I need help with my homework, but I don't want you to starve and die!" She giggled again as she sprang to her feet and picked up her backpack. She strode several yards toward the cafeteria before stopping and spinning around on her heels.

Danny closed his textbook and binder and carefully packed them into his own pack. He got up from the planter and walked to where Leslie was waiting impatiently, her arms crossed underneath her generous bosom and one foot tapping the concrete.

"You're slow!" she chirped. She grabbed Danny's forearm (ohmygodshesTOUCHINGme!) and resumed her rapid stride toward the cafeteria with the amazed math major in tow. He could not help noticing her marvelous chest bouncing up and down inside her shirt as she walked, and as he looked around he could see other people's eyes following her curvacious form as they passed by. Danny suddenly felt awed by her, as if she was a famous celebrity.

That feeling did not dissipate as they ate together at a small table in the corner of the dining area. Leslie wolfed down her big basket of fish and chips with a healthy appetite, while Danny nibbled on his patty melt. His mind cast a net backward in time, fishing for clues as to why she was spending so much time with him lately instead of riding at 100 MPH on the back of a Ducati racing bike with her arms around the rippling torso of the school football team's starting quarterback.

Leslie was in his calculus class. She sat rather far away from him, due to the professor's silly alphabetical-order seating arrangement. Nevertheless she had recognized him in the library one day three weeks ago, and had quietly asked him if he could please help him with her homework. After overcoming his nearly paralyzing nervousness at the prospect of even speaking to such a sexy girl, he gave her the help she needed, and she thanked him effusively and then had remained there next to him, quietly reading a novel while he struggled to concentrate and finish his own homework. When he got up to leave, she had followed him outside, then thanked him again and took off across the quad. He stood there and watched her disappear into the crowd.

Since then, she had sought him out for help with her homework at least twice a week. She sat attentively as he walked her though the problems, and then she surprised him by staying with him after they were done with the homework. She always lingered around him after he helped her with homework, and sometimes he caught her gazing at him with a wistful expression that he could not fathom. They had lunch together several times, and the last time he saw her, he had barely worked up the courage to ask her to a movie, and was stunned by her immediate acceptance. He talked her into seeing "Crouching Tiger, Hidden Dragon", despite her resistance to a foreign-language film. She had really enjoyed it, however, and when it was time for them to part that evening she had quickly pecked him on the cheek with her incredible lips and thanked him for bringing her to the movie. Danny was a nervous wreck that night and did not fall asleep until well after midnight.

Now, two days after that, he stole furtive glances at her beautiful face as she polished off her fish and curly fries. She caught one of his glances with her own gaze, and she smiled a big, beautiful smile as she giggled and sucked her 32-ounce Mr. Pibb through a straw. That gaze plowed into him like a Kenworth and he had to look down at the table to steady his nerves.

After she swallowed the last bite of fish she asked him, "do you have time to help me with my math homework?"

Danny glanced at his watch, and was crestfallen when he saw that his next class would begin in fifteen minutes. Leslie must have caught that fact from his expression, for she quickly asked, "do you want to get together later this evening? You could help me then." Her steady gaze caught him like a shuttlecraft in a tractor beam. He gulped, then responded, "um, okay! When and where would b-be okay for you?" He certainly had no plans for the evening!

Leslie stuck her arm out and pointed to one side. "You know those apartments over there, the ugly green ones? I'm in 160. Come over any time after seven. Can you?"

Danny worked the alligator-size lump down his throat and had to settle for a head-nodding response. She still held his gaze with her own. He felt like he could lose himself in those hazel eyes if he stared long enough.

She brushed the back of his hand lightly with her fingertips as she got up. “See ya!" Then she left the dining hall, casting a glance and a smile back at him. If her earlier gaze was a tractor beam, this was a direct turbo-laser hit. He showed up for his next class five minutes late.

Seven o'clock arrived with agonizing slowness. His mind was lashed with questions and doubts: Should I show up at seven like I really want to, or will that make me seem eager and dorky? Should I wear what I'm wearing now or put on something nice? Should I bring a little gift or something? Oh I'm just a dork! A dork! No matter what I do or wear it will be dorky! Maybe I shouldn't go at all! But I really want to...!!

At ten minutes past seven Danny stood in front of the door with the number "160" above it on a rusty plaque. He had put on something that he hoped was nicer than he had worn earlier, but he knew his fashion sense was practically nonexistent and he probably looked like a dork no matter what. He raised his hand to the door, hesitated, lowered his hand, swallowed, raised his hand, and knocked.

Less than ten seconds later, the door flew open, and Leslie stood there wearing shorts and a t-shirt. She favored him with a warm smile.

"Come on in!"

She reached forward and grabbed his forearm and pulled him into her apartment. As she turned to follow him, she gave the door a gentle kick with her bare foot and it slammed shut.

The apartment was a typical student's apartment, not really all that different from his own: cheap furniture, cheap TV, cheap stereo, some clothes scattered about. A fluffy white cat lay on one of the shelves of a cluttered bookcase. It opened its eyes, gave him an indifferent glance, and closed them again.

"D-do you live here by yourself?" Danny asked.

"Oh no, I have a roommate, but Sharon's hardly ever here any more. She's always at her boyfriend's place."

Leslie sat down on the sofa. Her textbook and homework were spread out on the coffee table in front of her smooth, silky legs. A big bowl of Doritos and some cold, wet cans of Coke were set out on the table too. She tapped on the sofa next to her, beckoning him to come.

He wondered if she knew how mind-numbingly visible her huge breasts were through the shirt she was wearing. Their amazingly pointy tips pushed outward against the thin fabric like the pointed bras those busty ladies wore in the vintage “stag” films he liked to collect. But she definitely hasn't got a bra on under there!

He nervously sat down next to her, feeling the tractor beam of her gaze wash over him again.

She's so beautiful; I don't know what to do...

Danny was sincerely afraid that he would do or say something stupid. Probably spill soda on her or something.

Leslie gazed at him with an amused expression, then turned to her homework. She grabbed the textbook and opened it across Danny's lap, then laid the sheets of paper that comprised her homework on top of a clipboard on her wonderful bare thighs.

For the next half hour she worked through her homework problems as he watched and occasionally corrected her. She seemed to be getting a better grasp on the concepts, although it was quite clear that she would never be an "A" math student.

At one point the phone on the little table at the end of the sofa rang, and Leslie picked it up. She had an animated conversation with somebody, punctuated with frequent giggles. Danny's eyes were drawn yet again to her incredible chest, which jiggled as she talked and laughed. His focus was especially drawn to the bulge at the tip of each breast; her areolae must be incredibly puffy. He wanted so badly to see them! The person on the other end of the conversation seemed to be trying to talk her into going somewhere that night, but she said she was busy and would have to make it another night. The caller said something that made Leslie laugh. Then she said, "we'll do it tomorrow night," wished the caller good night, and hung up. Then she returned her attention to her homework.

"Who was that on the phone?" Danny asked a few minutes later. He dreaded the inevitable “oh that was my boyfriend” answer.

"Oh, that was Sharon. She wants me to go with her and Rick to the boardwalk. They're always hanging out together down there."

Leslie went silent as she worked through the last problem, a particularly tough integration. Danny happily watched her figure it out by herself. When she was finished, she scooped up the textbook and the papers and dumped them in a pile on the coffee table. Then she grabbed a handful of chips and started munching on them. A few bits and pieces landed on her chest, unnoticed by her (but definitely noticed by him!).

"Danny?" she asked between mouthfuls of Nacho Cheese Doritos.

"Yeah?"

"Why are you so nervous around me?"

A direct proton torpedo hit. Danny's mind was momentarily turned into mush.

"Well?" Leslie lay back on the sofa and propped her chin on one finger. She gazed at him and waited for his answer.

"I, um, well, you know, I’m not much on dating or stuff like that..."

Leslie giggled. "Yeah, I kinda figured that out already. How did an adorable guy like you get so shy?"

Did I hear her correctly? Did she say "ADORABLE"?

"I, um, I'm just the way I am, I mean, you know..."

More giggling. Danny tried very hard not to stare.

"Do you know what I hate about dating?"

"Um, what?" he replied nervously.

"All that stuff between the beginning and what you really want to do."

"Um..."

"So let's just skip all that boring in-between stuff, okay?"

"Um..."

Leslie leaned forward, grabbed the bottom of her t-shirt, and pulled it off. Her huge breasts flopped out and danced around as she worked the shirt over her head. As she cast the shirt aside, her hair cascaded over her face. She shook her head (making her big delicious breasts shake some more) and sent her hair sailing behind her shoulders.

Danny stared at those magnificent mountains of pleasure. Leslie cupped them with her hands and lifted them. They spread out across her fingers and overflowed past them.

As the bulges of her t-shirt only hinted, her nipples and areolae were incredible. Even though they were not erect, the nipples were each a good half-inch in diameter and sticking that far out. To make Danny’s cock even stiffer, each nipple was surrounded by at least two inches of puffy, pink areola that bulged outward from the surrounding titflesh. The areolae stood out like torpedoes on the end of her huge melons.

"What do you think?" she asked as she shook them with her hands.

"G-g-g-god, th-they're incredible."

She curled her fingers into her breasts, sinking them deep into them soft flesh. Then she shook them some more.

"Really? You like them? The guys I’ve dated think they're way too big.”

"They're b-beautiful. Those guys are idiots."

She giggled again. "Yeah they are, don't remind me! Here, you hold these."

Leslie scooted over and slid on top of Danny's lap, with her back against his chest. She took hold of his hands, brought them around her waist, and pressed them up against her massive melons. Then she let go of his hands and laid her hands on her lap.

Danny just sat there in a state of shock. He slowly bent his hands at the wrists until his palms were facing up, each one bearing a huge torpedo. He slowly lifted them and felt them spread out across his hands. They were heavy!

Leslie said nothing. He could feel her breathing quicken.

"M-may I just hold them?"

"Mmnnnggghhhhh anything you want," she whispered.

So he sat there and held her incredible breasts, his eyes closed. He savored the wonderful feel of the warm titflesh smothering his palms. He slowly curled and uncurled his fingers, feeling them get swallowed up by her huge boobs as they bent inward.

Danny's cock was an aching shaft of iron in his pants, pressing upward hard against Leslie's ass.

"I-"

"Shhhhhhh," she softly shushed him.

He shut up and continued to sit there with his hands performing the most enviable task of being Leslie's bra. He felt himself relaxing, probably for the first time in her presence. He really didn't want to move at all. Her breasts felt so incredible on his hands, and her butt pressing down on his hard cock felt wonderful, and the sweet smell of her hair as it brushed softly against his cheek was heavenly.

Fifteen silent minutes passed. Nothing could be heard but heavy breathing, soft sighing, and the occasional sound of flesh shifting position against fabric (or other flesh). In the bookcase, the white cat glanced briefly at the pair on the sofa, then went back to sleep.

Danny's fingers became more bold and adventurous, sinking deeper into the soft warm flesh, squeezing it, kneading it. Leslie sighed softly, a most pleasurable sigh. Danny continued to knead and massage her big boobs, delighting in their squishiness.

"You have magic fingers," she whispered a few minutes later. "I really, really like this."

Danny really, really liked it too. He softly said so, and she giggled. Her boobs jiggled in his hands, and he gave them a good squeeze and shake.

"Mmmmnnnnggghhhhh..."

He pressed his face into her hair and felt her earlobe rub against the bridge of his nose. He raised his head up until that earlobe pressed against his lips, and then he opened his mouth and surrounded that soft lobe with his lips. He closed his mouth against it and started to suck and nibble.

Leslie gasped and moaned, startling him and making him stop.

"No, don't stop, please, do that some more."

He was more than happy to comply, and during the next few minutes Leslie had her big delicious breasts groped and kneaded and her earlobes sucked and nibbled.

Suddenly, without warning, Leslie’s head shifted, and Danny found his lips pressed against hers, with his tongue plunging deep into her mouth and her tongue whipping against it to explore his. The fiery kiss went on and on for many minutes. Finally their lips parted, and the two of them leaned their heads back.

Danny closed his eyes and let himself relax and as his fingers continued to play with their fleshy toys, hot horny thoughts came into his mind and he said "wowwww..."

"Mmmmnngggghhh, what?" his delicious new friend responded.

"I was just thinking..." but his voice trailed off as he gave her boobs a good squeeze and started kneading them again. His fingertips touched the huge puffy areolae and sank into them.

"Unnnngggghhhhh, thinking what?"

"Hmmm, well, I’m thinking about sucking.”

"Mmmmmnngghh, me too..." she said, and then moaned as his fingers sank into her tits and mashed them together.

He silently played with those helpless flesh mountains for another minute or so.

"And...?" she finally asked.

"And what?"

"Nnngghhh, you were thinking about sucking...?"

"Um, well, yeah…"

“Danny?”

“Um, yes?”

“I want you to suck on my tits so fucking bad.”

Leslie covered his fingers with hers and pressed them hard into her soft warm titflesh.

“Be an animal for me. Mash ‘em, stretch ‘em, chew ‘em. Eat ‘em all up.”

Leslie slid sideways and down until she was lying on her back on the sofa, with her legs draped across Danny's lap. She put one arm up the back of the sofa, and let the other dangle to the floor. Her huge breasts spread across her chest like pancakes. The nipples stood atop puffy hills of incredible flesh. Danny figured that each one of those hills would just barely fit inside his mouth if he opened it wide and sucked hard…

The very horny young man hovered his hands over Leslie's huge mounds, which slowly rose and fell with her steady breathing. He curled his fingers and straightened them, curled them, straightened them, the fingertips coming so very close to the smooth skin. Then he began to growl, a low, soft growl.

"Mmmmnnnggggghhh," the beautiful young lady nymph breathed. The rhythmic rise and fall of her chest quickened. The huge breasts quivered and the nipples danced atop their incredibly vulnerable areolae.

The dam holding back his incredible lust burst.

With an inhuman grunt he mashed his hands and his face into her helpless mountains and began to have his way with them!

"UUUNNNGGHHH!!!" Leslie cried as she felt fingers sink deep into her tits, fingers that mashed soft flesh toward his sucking, slurping mouth, fingers that shoveled titflesh INTO his mouth to be hungrily SUCKED.

Years of fantasizing fueled Danny's lust and he poured it all out upon Leslie's incredibly squeezable suckable tits. She moaned and moaned as he devoured her nipples, sucking each one in DEEP and mashing it against the roof of his mouth with his tongue as he shoved as much tit as he could in there with his fingers. Her body bucked and writhed on the couch as he shoveled a puffy hill of areola into his mouth and chewed on it, lashing at it with his tongue and sucking on it all with great lust. His face plunged deep into her heaving, quaking breastflesh and his fingers mashed it against the sides of his head as he sucked and munched and DEVOURED.

Leslie’s moans of delight grew even louder. Her cat reached the limit of its tolerance for the noise and darted out of the room. The busty nymph grabbed Danny's head and ran her fingers roughly through his hair. The writhing nymph pulled on the back of his head so that his face mashed even harder into her mountains of pure sucking pleasure. Danny wrapped his arms around her upper body, sliding his hands under her back, lifting her up as he pressed his face into her flailing boobs with even greater force. She let her arms dangle at her sides as he held her up like that, utterly devouring her delicious breasts with crazed breast-lust. Then he settled her back on the couch and his hands slid out from under her back and on up to her chest, returning to her big boobs to squeeze and knead them as he feasted on tasty titflesh.

Danny let the incredible flesh slip out of his mouth and watched happily as her pillows settled back into their huge pancake shape. Her nipples were wonderfully erect and incredibly BIG: a half-inch thick and nearly an inch long now. Leslie’s intense arousal had caused the areola around each nipple to swell; now each one was a torpedo several inches long, leaning outward from the huge flesh pancake it perched upon.

“I want to suck on BOTH of them…” he growled with pure animal lust.

“Unnnnnggghh, you’ll never get them both in your mouth!” Leslie cried as she arched her back, heaving her huge melons right up against his face.

In response, Danny wrapped his fingers around her puffed-out areolae and pushed them together, mashing them between his palms. The inch-long nipples poked helplessly upward. He surrounded them with his lips and sucked hard as he shoveled, pushed, forced the soft warm flesh surrounding them deep into his mouth.

Leslie’s moans became shrieks of exquisite pleasure. She screamed his name and clawed at his back, leaving red welts that would last for a week. Danny feasted on those helpless tits for many minutes more, kneading them roughly and digging his fingers deep into them. He closed his mouth, clamping his teeth into those helpless puffies as he pulled his head upward, stretching helpless titflesh like wobbling taffy. Eager fingers dug into that taffy and squished, pulled, kneaded, MASHED.

Danny was a mindless fuckbeast now. He needed to attack something with his aching cock. The helpless titflesh trapped in his fists beckoned…

He brought his hands apart, with Leslie’s stretched torpedoes still gripped by each, just long enough to get on his knees and position his saluting member between them. Then he slapped them back together, squishing those puffy areolae around his rock-hard cock.

Grunting and moaning with great pleasure, he stroked his meat with Leslie’s huge swollen nipples and soft titflesh trapped between his palms and his rampaging dick.

It was quite fortunate that the neighbors were not home, for Leslie’s shrieks and moans would have likely incited a call to the police.

Their moans combined into one rousing symphony as he reached the most glorious climax he had ever felt. His cum spurted all over her chest and face.

"Mmmmmmnnngggghhhh," Leslie breathed a few minutes later, after their panting subsided, cum was wiped up with tissues, and they snuggled together in each other’s arms.

"Mmmmmmmmmmm" Danny replied.

"Stay with me tonight," she commanded.

"Okay." His voice was muffled by the moist breastflesh that covered most of his mouth.

He did indeed stay with her that night, sharing her cozy bed, and they slept only a couple of hours. She woke him up by smothering his face with her chest. Leslie was insatiable -- she loved having her tits sucked and manhandled, and she shoved them against him whenever she could. Her nipples kept finding their way into his mouth. After more long hot hungry sucking, she grabbed her nipples between her fingers and stretched them around his hard dick, stroking it with her stretched titflesh until he came. They slept in each other's arms for a few more hours, and then he woke up. He immediately woke her up by devouring her helpless mountains all over again. Then she grabbed his hand and slapped it against her pussy and showed him how to stroke it, finger it, thrust inside it, fuck her with his fingers and make her cum. After many minutes of long, hot, deep, passionate kissing, they slept again, then he woke up and grabbed her pussy and mashed his face into her chest at the same time, sucking on her nipples, pawing and groping her helpless wet cunt, and fingering her to yet another shrieking orgasm.

After all that they lay in each other's arms, feeling totally wrung out but very happy all the same, and snoozed until sunrise.

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