Embodiments of an optical zoom lens system may comprise three lens groups with a PNP power sequence. The first lens group may vary focus. The second and third lens groups may be movable to vary magnification during zoom. The first lens group may include three lens subgroups with an NNP power sequence: a stationary first lens subgroup, a second lens subgroup including a movable lens element, and a stationary or movable third lens subgroup. The second lens subgroup may include two parts, which may be movable at different rates of travel to vary focus. One part may include the movable lens element. Lens elements of the first lens group may be movable according to different focus movement plans. In the first lens group, lens element movement and lens element power may contribute to provide low focus breathing over the entire zoom range. The F-number may be F/2.8 or less.