"Justin, I'll be your first."

"So I'm going to..." I stopped and blinked, "Wait, what...what did you just say?"

"I said I'll be your first." She put her hand on my cheek, "You know I care about you."

"You...you're my friend."

"I'm also a young woman and I know how important this is for you and don't want to see you ruin it with some slut after waiting this long."

"I...you're fucking with me!" I pushed her hands away from me, "Is that why you dressed like that?"

"Yes. I wanted you to see me as a girl not your friend."

"You're screwing with me! I can't believe you would do this to me! What are you trying to do, get me to say I want you, then laugh at me or something?"

"I would never hurt you Justine." She said softly. "You want your first time and you want it with someone who cares and I care." She smiled, "And when we've talked about it you've admitted you're worried the girl would have done it and you haven't and you'd look bad. I've fooled around before and know you haven't. We'll take our time and you would never have to worry about me making fun of you."

"Sam, you..." It dawned on me she was completely serious my mind began to race.

Sam was my best friend. Had been for years and although I did think she was pretty and once in awhile had a dirty thought about her I had never really thought of her like that. On the other hand I'd never seen her dressed like this. She looked damn good and I knew she did care about me and I wouldn't have to worry about experience and...

"I won't tell anyone." She added, "No one needs to know and after if you want to go slut around, go ahead, but at least the first time will be the right way."

"Sam, I..." I closed my eyes and took a deep breath. "I can't do this with you. I appreciate it, but...we're best friends. I don't want to..." I opened my eyes to see Sam unbuttoning her dress. "What are you doing?"

"I'm going to help you stop thinking of me as a friend."

Sam reached the last button just above her waist and opened the dress to reveal the fact she wasn't wearing a bra beneath it.

"Holy shit." I whispered at the sight of her bare breasts.

Sam wasn't big on top, but they were perky, perfectly round and her pink nipples were erect and less than a foot from my face. Sam let the dress drop to the floor and my jaw fell with it. Sam was now standing in front of me in just a red thong that consisted of red string and a patch of lace between her thighs. Speechless, my eyes roamed up and down her body. Sam was breathing fast and her small tits were rising and falling with each breath.

Her stomach was smooth and flat and her hips flared out just enough to give her slender figure a nice shape. I looked at her soft inner thighs and with a start realized I was hard.

"Do you like them?" Sam cupped her tits

"I..."

"I know they're not that big," Sam's thumbs caressed her nipples, "But they're all yours."

"They're..." I swallowed nervously, "They're beautiful." Looking up at her I said, "You're beautiful."

"Really?" To my surprise she began to blush. "You think so?"

"Yes." My fingers trembling I reached out and placed my hands on her hips, "Damn you look good."

"Don't look like your best friend now, do I?"

"No, that's for sure." I stared at her nipples, "Wow they look good."

"So what do you say, Justin? You ready for your first time?