The first couple days of school are always the most exciting. The freshmen coming in are new, wide eyed, nervous, as they adjust to the new school. This year is even more exciting than normal since the school district decided to put the eighth grade kids in high school as well, doubling the amount of new kids scrambling to get about. It was time for the best part of the best day, swimming class. The locker room would be filled with the new kids, most of whom have never had to change at school before. They always started off very shy, very modest, usually trying to cover themselves as they changed.

	Our swimming coach, Mr. Kirstoff, released us to get changed into our swimming gear. I followed the other boys into our locker room, looking at all of them to see which one I wanted to watch first. There were plenty of them this semester, half of the boys in class were 8th or 9th graders, some of them keeping their heads down and others nervously laughing at the idea of having to change in front of each other. I found the one I wanted first, a small cat boy who chose a locker in the corner of the changing area. His head was down, his tail close to his body and twitching slightly with nervousness, his ears folded slightly. I quickly claimed the locker next to him and hung my swim trunks up on the door to be grabbed when I was ready.

	 The boy was standing still,trying to work up the courage to take his clothes off. It was something I saw often in new kids but he seemed to by having a harder time than most. I undid my jeans and slid them down, revealing my black and white chessboard pattern boxers and started folding my jeans to put them back in my locker. I looked to my left along the wall of lockers to catch a quick glance of some other boys in various states of undress. Some of them were faster than others, trying to get it over with quickly. I liked to take my time and enjoy myself, give everyone a good chance to look at me. I could hear the tell tale snapping sound of the boy next to me undoing his jeans as I took my shirt off. He unzipped them and slid them down his legs, showing me the legs of his boxers. They were vertically striped, alternating between light and dark red. He tossed his pants into his locker carelessly and pulled his shirt down  to try and cover himself. Man, this kid really needs some encouragement.

	“Trying to hide yourself like that only makes you stand out.” I told him. He gasped quietly and looked away. “No one's actually looking at you.” I lied. I knew I wasn't the only one in here who appreciated watching other boys. It wouldn't do to let him know that, though. “Look around, all the other new kids are just as embarrassed as you. We're all guys here, there's nothing to be embarrassed about.”

	He took a couple deep breaths, nodded his head, and pulled his boxers off. He was still covering his dick with his shirt, though. Shame, but I'd have a chance to see more later. I slid my boxers off, folded them, and placed them on my neat clothes stack in my locker, then leaned back and stretched. This let me appreciate the cat boys ass while he tried ineffectually to keep himself covered with his shirt while he slid his swim trunks on. His light coffee colored fur was uniform across his body except at the end of his tail where he had some slightly darker rings circling it. This new angle also let me catch him peeking at me. Look all you want, Buddy, I love showing off.  I'm a shower, not a grower. My dick is five and a half inches soft and six inches hard, pretty good for a 16 year old cat boy. I finished my stretch and started putting my swim trunks on. I got them tied around the same time the smaller kid finished stuffing his shirt into his locker. I took a last look around the locker room to see a few more asses and even a couple of quick flashes of dick as the other boys pulled their swim trunks up and then exited back to the pool.

	“I'm Kyle, by the way.” I told the boy.

	“Um, uh, Henry.” He said quietly.

	“Alright, students!” Mr. Kirstoff called out once we were all lined up. “My class is an easy one. You'll get time to swim around however you want for most of it. You'll get the whole period to yourself for the first two weeks. Starting in week three, I'm going to have you swim laps every day at the beginning of class to make sure you stay in shape, but after that, you'll get the last half of the class to yourselves. Go ahead and hop in and be safe.”

	I didn't waste time, I jumped in the nearest part of the pool, making a splash and started swimming. It was great to get back in the water here, the school kept it warmer than the public pool did. I swam a couple lazy laps, sometimes looking around to see if anyone was doing anything interesting. My eyes kept turning to Henry. He stayed in the shallow end, walking around and moving his arms but he kept his head above the water. A few other kids tried to get him to join them but he shook his head every time. Not my problem. Just keep swimming. I couldn't keep my mind off him, though, I kept checking on him until I decided I wouldn't be able to enjoy my swim normally.

	“What's going on, Henry?” I asked him. “Don't tell me you really want to waste the whole period on this end.”

	His ears drooped. “I, well, I don't know how to swim.” He told me. “My mom said I have to take a gym class and thought I'd be learning how to swim if I took this one.”

	“Hmm, that's kind of something that usually gets taught to kids before high school. This class is more about exercising than learning to swim.” I said. It would be a shame to have him moved to a different class, I wouldn't get to see him then. “I know, I'll help you. Two weeks is plenty of time to get you up to speed!” And maybe I'll get to touch you. I bet your fur is nice and soft.

	His ears perked up. “You'd do that for me?” He asked.

	“Of course! What are friends for?” Friends? Where'd that come from? Don't get wrapped up in him. There's plenty of other boys here.

	Despite myself, I actually spent the rest of the period helping him. I started by getting him comfortable holding his breath and putting his head under the water. At the end, I had him hold himself up on the side of the pool and work on kicking his legs. I put my hand on his belly pretending he needed help raising himself up. He didn't seem to think anything of it.

	At the end of our pool time, everyone walked back into the locker rooms. Henry started walking to his locker instead of the drying rack with the rest of us.

	“Where are you going?” I asked him.

	He stiffened in embarrassment. “To- to my locker?”

	I walked over to him. “You haven't even showered yet. You don't want all that chlorine stuck in your fur. Trust me.”

	He hesitated but came back to the drying rack. I turned to see a few boys had already taken off their trunks and were walking to the showers. Like always, the older ones didn't care about being naked but the younger ones were uncomfortable. Some tried to cover themselves with their hands, others tried  to play it off. A few boys were hard and getting teased for it. That wasn't something I had to worry about, I was practiced in the ancient art of not-getting-a-boner-in-front-of-everyone, a very strict body mastery whose secrets I will never share (mostly because I liked seeing other guys popping boners. I took my swim trunks off, straightened them out, and hung them on the drying rack more carefully than most boys did. Out of the side of my eye, I watched Henry try to do the same. He slid his trunks down and covered his dick with one hand before I could get a good look. He tried to hang them up with the clothes pin, but couldn't do it without both hands. I got to see the look on his face the exact moment he realized what he'd have to do. He bent over slightly, as if he thought he could hide his dick with his thighs, he removed his hand from his groin and hung his swim shorts up with quick, jerky movements.  Very nice. I had seen a lot of dicks but something about Henry made me want to start jerking off right there in front of him. It wasn't really anything special, and average sized flesh colored thing. Circumcised like my own, his balls were maybe a little smaller than most boys his age, his pubic fur was a shade lighter than the rest of him. It broke through my control, mine was growing into a semi, not to noticeable unless someone was really looking at it. A part of me wanted someone to. To see me, to know how much I was enjoying myself right now.

	Henry covered himself back up too quickly. He used both of his hands this time and turned. Hunched like he was right then, he was staring directly at my crotch when he turned. His eyes lingered for a second before he straightened back up and looked off to the side. 

	“Ready?” I asked him, pretending I didn't notice. I reached down to scratch my balls, putting my hand under my semi-hardened penis. I didn't itch, I just wanted to get him to look down at it again. It worked like a charm.

	“Y-y-yeah.” He stammered. He started walking awkwardly to the showers, doing that walk guys do when they're not used to going around undressed.

	The shower room was a bare, rectangular room with shower heads lining the walls. I got ahead of Henry and picked a shower head near the corner, knowing Henry would want to be as out of the way as possible. Sure enough, he picked the one to my right. I turned on the water and let it soak into my fur then turned my back to the wall to let the water run down my back. And to give me an excuse to look at the others. Mat, a raccoon guy my age, was right across from me. He met my eyes, grinned, and ran his hand across his chest and then down to his crotch, making a show of rubbing the shampoo in. Most of the older guys knew I liked to watch and Mat was always good at giving me something to enjoy. He gripped his hardening shaft and stroked it once, soaping it up before turning back towards his wall. 

	I turned back to my shower head and started lathering shampoo on top of my head. A quick look at Henry showed me he was trying to quickly shampoo the top of his head with only one hand, still using the other to cover himself. That was okay, he wouldn't be able to hide it when he had to wash down there. His soaked fur was hanging down, plastered to his body, white suds from the shampoo ran down his back. His small but nicely shaped ass was tense.

	To my left, I could hear heavy breathing. A reddish, seventeen year old coyote named Kirk was jerking off. I nudged Henry with my elbow, getting a surprised sound from him, I jerked my head towards Kirk and went back to watching him while shampooing myself. Kirk did this pretty often. He wasn't small and shy like I preferred, but I didn't care. Not when he gave me so many memories to masturbate to later. He was bent forward, one hand on the wall and the other gripping his dick as he quickly satisfied himself. He didn't make a show of it, he never did, but nobody else ever did it so openly. It didn't take long, he shot his load on the wall, continued stroking slowly to pump all the cum out, and then let the shower rinse the last drop off his dick.

	I looked back at Henry who was still staring, his eyes were wide. He looked at me, obviously embarrassed that I had caught him watching Kirk. I shrugged and kept washing myself. Henry resumed washing, having stopped while he was looking at Kirk. It didn't take him long to get to his crotch. He quickly started rubbing it with both hands, lathering the soap into it. He was hard now. Very obviously hard. I wondered when it happened, was it because of Kirk? Or was it maybe because of me? Why do I even care? After washing his dick, I got to enjoy seeing him wash his legs. It was cute how he bent over to reach the lower parts of them.

	We rinsed off and walked back into the dryer space next to all the lockers. Several kids grabbed their underwear out of their lockers to wear when they could while they finished drying, but Henry didn't notice, he seemed more focused on following my lead. Maybe I'd tell him later. I grabbed one of the high power blow dryers and got to work.

	“Don't rush.” I warned Henry. “If you go to your next class smelling musty, the teacher will make you come back here and shower again. And then you'll have to do a ton of make-up work for missing your class.”

	“I don't want to do this again.” He said in a small voice that made me want to reach over and hug him.

	“I know.” I said. “It's really not bad once you get used to it, though. It's like a free period, you don't have to do any school work while you're in here, and you come out of it smelling better.” He didn't say anything to this. “I'm surprised you didn't get your boxers to wear while you dry off. Most guys do. Just put them on after drying your ass.”

	He took a quick look around, most boys were already in their underwear or in the process of putting it on. “I didn't know you could do that.” He squeaked.

	“Of course! Why wouldn't you be able to? It's a little late now, since you're already here, but at least you know for tomorrow.” There was no reason he couldn't go grab it now, but I didn't want him to know that.

	He looked down at himself and shifted his hand while he dried his balls, giving me another peak at what he had. “Even underwear is better than being naked.” He looked at my balls again, just for a second before focusing on himself. “Aren't you embarrassed?” He asked me.

	“Of what?” I asked. “We're all guys here, we all have dicks. Why hide it?” Yeah, why hide it? Show me yours. Move your hand. I lifted mine off my balls and dried under it.

	“I don't even like to let anyone see my underwear.” He said.

	“Well, we're going to see it. Especially if you're going to wear it while drying.”

	“Yeah, but, well...” He went quiet.

	He finished drying before me but waited the minute it took for me to finish as well. Maybe he wants to watch me. Or maybe he's just too nervous to go alone back to the lockers with the other boys. It was probably the second one, but I can dream. We got back to our lockers and started getting dressed, putting our boxers on first. Henry managed to put his on without exposing himself again, unfortunately, and he kept his hand in place, pressing down. 

	“You got your boxers back on.” I commented, “Why keep covering yourself? It's not like you're hiding them.” I was pretty sure why, but the look on his face was too cute not to say anything.

	“N-no reason.” He started putting his jeans on, like everything else he did in here, using only one hand made it harder. 

	I grabbed my shirt out of my locker. “Hmm, oooohh, I get it now.” He jerked in surprise. I leaned over and spoke quietly. “You can always sit in one of the stalls and take care of it. Nobody will notice.”

	He turned his head away and looked at the floor. “I-I don't do... that.” He had to remove his hand to do up his pants, his penis flopped forward, over the zipper of his jeans. Boxers really don't do anything to keep it in place.

	“Haha, sure you don't. Yeah, everyone else does it, but not you.” Don't tease him too much, don't want to upset him. No, stop caring about that, he'll get over it, I'll be on another guy tomorrow. Not like it matters to me.

	We finished getting dressed and left. I thought that was the last I'd see of Henry for the day, but he showed up near the end, just before seventh period. I was at my locker taking my math book out when a big, furred hand tapped my shoulder.

	“Get ready, I picked someone good today.” Marcus said. Marcus, the seventeen year old, six foot one grizzly bear. One of the school bullies, followed by his slightly smaller brown bear lackey, Hal. They left me alone, not because I could take them or because I was super popular, but because I took pictures. Not blackmail pictures, though I could use them for that, too, these pictures were for Marcus and his porn folder. He'd pick someone to target, only one or two a month so nobody ever did anything about him, and embarrass the poor kid right in front of everyone. I felt bad for his victims, but it was pretty hot. I saved the pictures I took. Couldn't let them go to waste. 

	I took my phone out and got ready. Who's it going to be today? I turned to see him walking up on someone, a coffee colored cat boy who was talking to another kid, and realized who his victim was. Marcus reached into Henry's jeans and pulled his red striped boxers halfway up his back. Henry yelled, the boy he was talking to got shoved into the locker by Hal. Marcus turned so I could get a better shot of him and Henry. He'd give a couple tugs and then Hal was going to pull Henry's pants off. I realized I didn't want it to happen, not to Henry.

	Just do it, just take the picture, you've done it every other time? Why does it matter?

	I walked up to them quickly. “Whoa whoa whoa whoa, Marcus! What are you doing to my friend?” I feigned innocence. For some reason, it was important to me that Henry didn't know my part in this. He was crying. Luckily, Marcus let go immediately. Henry ran off into one of the bathrooms.

	“What are you doing?” Marcus growled. I didn't know.

	“Not him,” I whispered. “Not him. I've always helped you, but I want him left alone.”

	Marcus's eyes narrowed and, for a moment, I was worried he'd take his frustration out on me. Hal looked ready to do it, he was too dumb to understand what I did for his buddy. But Marcus backed off. “Fine, not him.”

	“What? Marcus! You really going to let him get in your way like that?” Hal demanded.

	“Shut up! We're done here.” Marcus stomped off. He wasn't happy, but at least I got out of that safely. I breathed a sigh of relief.

	“Finally decided to stop working for him?” A familiar voice asked. I turned to the source. Del, a tall cheetah boy and probably one of the few student here that Marcus wouldn't want to take on. Del might not win the fight, but he'd make Marcus hurt, especially if he had Derek with him. And whether he won or not, Marcus would end up getting kicked out of the school. Everyone liked Del, the teachers trusted him, everyone would take his side if he and Marcus fought.

	“No.” I answered. “No, I just... forget it. It's none of your business.”

	I walked off to the bathroom Henry had run to. I wanted to make sure he was OK. It was mostly empty, Henry was the only one in there. Everyone else would be heading to class at this time. It was OK if I was late, the teachers were used to it. At worst, I'd just get detention. I could here Henry sniffing in the far stall. I knocked on the door.

	“Go away.” He said. Hearing him like this made my heart hurt, something that had never happened before.

	“Henry, it's Kyle. I took care of Marcus, he won't bother you anymore.”

	He didn't say anything but, a few seconds later, the door opened. Henry looked up at me, tears in his eyes, and then he put his arms around me and buried his face in my chest. No one had ever done that before. I could feel my shirt getting damp from his tears but I didn't say anything about it. Instead, I hugged him back. I lowered my head onto his and rubbed my hand up and down his back. We didn't say anything for a while but that was okay. I could feel it as he calmed down. It felt surprisingly good, being the one he was holding onto for comfort, almost like I was actually a good person and not some pervert who only talked to him because I wanted to see his dick.

	He took a shuddering breath, held it, and let it out. “Thank you.” He said softly. I wanted to hear it again.

	I patted his back a few times and let go. “You're going to be OK.” I told him. “I know it's embarrassing, but trust me, nobody's going to laugh at you for what he did. He's always been a bully, you're just his latest victim. Nobody thinks it's funny, nobody will bother you about it and, if they do, you can tell me. I'll put an end to it real quick. Okay?” He nodded. “Good. Let's get you to class, I'll walk you there but we have to go fast so you're not late.”

	Henry's class wasn't too far away, I got him in just before the bell rang. I was a few minutes late to math but, for once, Mr. Birsch didn't lecture me about it. He just sat me down next to Del and went back to teaching.