Oh, Lisa, I want to make love to you!

As she saw Kimberly approach, Rachel’s first impulse was to flee. An unfamiliar panic gripped her as the pretty, young woman neared. She had been both anticipating and dreading this for several weeks, ever since she and Kimberly had last discussed their “relationship”. Oh sure, they had both agreed that there could not be anything serious between them – both realized that their age difference and circumstances precluded that. But somehow, Rachel let Kimberly talk her into the possibility that an occasional dalliance would be fine for both of them. Rachel knew it was trouble, but Kimberly’s calm logic, fueled by the torrid memory of their first encounter, let her libido overcome her good sense. In the weeks since, her mind had drifted often to thoughts of Kimberly’s lovely face and body, and of the enthusiasm she displayed during lovemaking.

Rachel had the same mixed feelings now as Kimberly approached. She knew that she should avoid another sexual encounter, but she could already feel her juices stirring from Kimberly’s warm, inviting smile.

“Hi,” was Kim’s simple greeting.

“Hello, Kim”. Rachel smiled brightly, despite her trepidation. She could feel her desire building.

“I haven’t seen you in a while, Rachel,” Kimberly said. . “…Can we change that?”

“My god,” Rachel thought, “assertive as always.” Incredibly, she heard herself respond, “Yes, that would be nice”, blushing as if she were the schoolgirl, rather than Kimberly. “When…when do you think we could?”

“Well,” Kim replied, “tomorrow afternoon would be good. That is,” she continued with a mischievous grin, “if you don’t mind spending Sunday afternoon in bed.”

“Kimberly!”, Rachel exclaimed quietly. “Be discreet.” She couldn’t believe the girl’s self-confidence.

“I’m sorry, Rachel,” Kimberly laughed. Then, touching Rachel’s hip as she turned to go, she added, “But I guarantee you won’t mind. It’s going to be wonderful, just wonderful.”

Rachel could feel the tingle of arousal and cursed her own weakness as she watched Kim go.

Kim was right, of course. The next day was wonderful. Neither Rachel’s memory nor her fantasies did justice to the exquisite feeling of sharing her bed with this sweet woman/child. Kimberly had a rare combination of innocence and knowledge that was difficult to match. As in their first encounter, it took just a short time for Rachel’s lust to overcome her concerns. She virtually pounced on Kimberly, much to the young woman’s delight.

This time, however, Kimberly herself was much more aggressive. No longer the novice, her hands roamed eagerly over Rachel’s supple curves. The warm softness of Rachel’s body felt so good as she pressed against her. Kimberly became more and more aroused, anticipating all the wonderful things they were going to do to each other. Giving in to her own desires, Rachel allowed herself to thoroughly enjoy the feeling of Kimberly’s lithe frame in her arms. Her hands held her waist, narrow and perfect, the soft swell of her hips drawing them down with the promise of warm pleasures to come. Pacing herself, Rachel brought her hands to the delicate lines of Kimberly’s neck, holding that lovely face as she kissed her with increasing passion.

Rachel was hooked, and they both knew it. Regardless of any guilt or fears that she had, she would never be able to resist Kimberly’s advances. The memory and anticipation of that tender, young flesh, the remarkable boldness of those lips and tongue, were too much for her. Whenever Kimberly wanted her, Rachel would be there.

Kimberly’s expression was changed now, her usual calm replaced by intense arousal, her cheeks drawn in slightly as she surrendered to the hot feelings inside her. Rachel’s lips were ravishing her own, her tongue working feverishly inside the heat of Kim’s mouth. The effect on Kimberly was intense. Seeing Rachel losing control, knowing that she caused it, only increased her desire for the older woman. She felt a deep heat between her legs as her hands moved firmly over the cheeks of Rachel’s ass.

Frantic hands moved to unbutton, to unzip, to uncover the feminine charms that they both now desperately needed. Quickly discarding their clothing, they dropped to the floor in each others arms. No time for the bedroom now – nothing would delay their pleasure. Rachel’s right hand moved immediately between Kimberly’s parted thighs, delighting in the soft mound it found there. A greedy finger pushed forward to be drenched by the sopping heat of Kimberly’s pussy. With a trembling moan, Kimberly moved her leg over Rachel’s, forcing the welcome intruder further inside her. Uttering her own groan of lust, Rachel dug her teeth into Kimberly’s smooth neck as she dug two more fingers in the girl’s dripping hole. Kimberly’s hands moved eagerly to one of her favorite spots – the soft mounds on Rachel’s chest.

For three hours they went on, relieving themselves of all their self-imposed tensions. After the initial rush of passion, Rachel showed Kimberly the joys of an experienced woman, treating her to an long session of slow, erotic love. This time Rachel used her mouth, as well as her fingers to bring the girl to a series of shuddering orgasms, unlike any she had had before. She did everything, savoring the feel, the taste, the total experience of Kimberly’s young body, until Kim herself begged to return the favors. Then Kim once again felt the joy of making Rachel come, burying her face between those soft, sexy thighs, her tongue deep inside, relishing the taste of Rachel’s abundant fluids. For Kimberly, it was the best sex yet.

Yes, Kim had to admit, as she walked to school the next day, sex with Rachel was terribly exciting. Thinking back on all the naughty things they had done, Kimberly felt a familiar twinge between her legs.

“Control yourself, Kimber, ” she thought as she tried to chase the images from her mind. “You don’t need wet panties during English today.”

But Kimberly knew that English class was destined to be a struggle anyway, for that was the one class that she shared with her best friend, Lisa Fenn. If they were still best friends, that is. Kimberly wasn’t sure. Since their infamous kiss and Lisa’s confession that she felt attracted to Kim, there was a definite strain on their relationship. Kimberly felt bad about that, not just because she missed Lisa, but because she had lied to Lisa about her own feelings. She had panicked about returning Lisa’s feelings, and she just couldn’t overcome it at the time. Now that she had admitted to herself that she liked girls, however, things were very different. She desperately wanted to renew their relationship and to take it to the next level.

In fact, Lisa was the subject of her most frequent masturbation fantasies. She thought that Lisa would still welcome a romantic relationship with her. The only question was how to initiate it. Kimberly didn’t sit near Lisa in class, but as she entered the classroom, she caught her eye and smiled, trying to tell Lisa with a look that their relationship was back on track. Lisa returned the smile, a little weakly, and Kim couldn’t hide her disappointment. But then Lisa, sensing Kim’s feelings, perked up and smiled brightly. Kim mouthed the words, “Let’s talk”, and Lisa again smiled and nodded.

English was one of Kim’s favorite classes, but she was oblivious for the rest of the lesson. All she could think of was talking to Lisa after class. She caught her just outside the door.

“Lisa, we need to talk. I have some things to tell you,” she said.

“OK,” Lisa responded, a little hesitant. “Why don’t we walk home today. Is that all right?”

“Sure,” Kimberly said. “I’ll meet you out front after school.”

Lisa was pleased. She had missed their friendship, too, even if it could go no further. She knew she would continue to struggle with her feelings around Kim, but she still wanted to be with her. She smiled warmly and said, “See you then.”

On the way home, the girls chatted lightly, catching up on each other’s recent activities. Of course, Kimberly held some things back – she certainly wasn’t ready to tell Lisa about her encounters with Rachel and Max – but they still had plenty to share. Finally, Kimberly broached the subject.

“You know Lisa, I’ve really missed you the past few months,” she said.

Lisa smiled that glowing smile of hers, but there was a touch of sadness peeking behind it. “I know. I’ve missed you, too,” she said. “I just didn’t think you were really comfortable around me after, well, you know…”

“I know,” Kim said with chagrin, “and, really, I was a little uncomfortable. I got a little scared, but I want you to know that …. I was wrong …. about a lot of things.” Kim looked intently at Lisa as she said this, trying to convey the full meaning of what she was saying.

Lisa smiled, with a slight touch of nervousness that showed she sensed some part of Kim’s implication. It was a look Kim had seen many times before, a cute vulnerability that made Lisa very desirable to her. She had the urge to lean over and kiss her, but of course, she held back.

At they place where their paths parted, Kim continued, “I was thinking we should spend some time together, to catch up, you know? I’d like to regain the closeness we had.” Again, Kim’s eyes searched Lisa’s, hoping she caught the extra meaning of her words, hoping she’d be pleased.

“I’d like that,” Lisa said, again displaying the subtle apprehension that made Kimberly want to ravish her right there on the street.

“Well,” Kimberly continued, “my family is going to Chicago this weekend. I told them I’d rather not go – my brothers can have more fun, anyway. So maybe you could spend the night Friday?”

“Yeah, that’d be good,” Lisa said, trying to hold back a blush.

“Maybe Saturday, too,” she added with an coy grin.

Kim smiled slyly back, amused at the little game they were both playing. “Yeah, maybe so,” she said, and continued on her way. As she moved toward home, Kim wondered how much of Lisa’s reactions were real, how much were Lisa’s own little game-playing, and how much were wishful thinking on her part. “Well, we’ll find out soon enough,” she thought, but despite herself, her mind was flooded with images of she and Lisa, naked, sharing the rapture of sexual adventures.

The rest of the week was difficult day for Kimberly. A good student, she was usually an active participant in classes, but she just couldn’t concentrate. Lisa’s face intruded on her thoughts, first with that cute, playful smile, then transformed as Kimberly imagined her rocked by a violent orgasm, then, wanton with desire, pressed between Kim’s open thighs. Kimberly longed to see those looks, over and over as they pleasured each other.

And Friday, she would.

Lisa arrived early at Kimberly’s house that night, and the family had not left yet. It took a real effort for Kim to act casual. In fact, every minute that the family remained seemed like an hour to Kim. The sooner the were gone, the sooner she could start to work on Lisa! Finally, they were off, as Kim put on her best smile for their departure.

Lisa, however, had mixed feelings as they left. For the past four days, she had been thinking about this moment. She seldom masturbated, but several times this week, she had found herself thinking about making love to Kimberly, and couldn’t keep from playing with herself. Despite this and the fact that she had originally pursued Kim, now that she was confronted with the reality of being here, she felt very nervous. Was she really going to make love to another girl? Could she do it? Would she like it? Worse still, had she misunderstood Kim’s intentions? Perhaps she was just hoping that Kim was coming on to her, and Kim would be more upset than the last time.

Kim noticed that Lisa was acting a little strange. Probably just nerves, she told herself. Or was it? She decided to be cautious. “So, what should we do?” she asked innocently.

“Oh…,” Lisa replied, “let’s just watch TV for a while.”

Television was pretty lame (as usual, Kim thought), but the conversation was pleasant. They really hadn’t talked much since they “broke up”, so it was nice to catch up. Eventually, though, there was a lull – a rather uncomfortable lull – in the conversation. Both girls knew that they were avoiding the obvious questions. True to form, Kimberly took the initiative…

“You know, Lisa,” she started, “I’m really sorry that I’ve been avoiding you lately. You’re really the most important person in the world to me.”

“Oh Kim, that’s really good to hear,” Lisa said, “because I feel the same way about you.”

“It’s just that, when you said you thought you were in love with me, it really scared me. …… But I wasn’t being honest about that.”

Lisa just looked at Kim, weighing the words in her mind. She was afraid to say anything, really. She could feel herself becoming excited as the possibility of making love to her friend came closer to reality.

“Do you know what I mean?” Kim continued.

“Uh huh,” was all that Lisa could say in response.

The two girls just looked at each other for a long time, each waiting for some hint from the other. There was a noticeable change in their breathing.

Finally Kim said earnestly, “Oh, Lisa, I want to make love to you!”

Lisa said nothing. But in a flash, she closed the short distance between them and covered Kim’s lips with her own. A soft, animal sound emerged from her, into Kimberly’s open mouth. Suddenly, both girls were in a frenzy as their pent-up feelings were released. Lisa pushed Kimberly back into the sofa cushions, covering her warm body with her own, never breaking their kiss. Kimberly’s arms surrounded her as they both held on tight. Their lips played together wetly, their tongues exploring each other until they were both frantic with desire.

Kim reluctantly broke the kiss, panting, “Let’s go to my room!”

Lisa response was a small cry and another hot, sexy kiss. Then she grabbed Kimberly’s hand and almost pulled her up the steps. As they reached Kim’s room, Lisa breathed, “Oh god, I want you so bad!”

Kimberly had regained some of her composure now, and wanted to stretch this out, to prolong the foreplay. She smiled and said, “Let’s strip for each other. You first.”

Lisa liked the suggestion. She enjoyed being a tease, and doing this for Kim would be soooo much fun. As Kim sat on the bed, Lisa began to slowly unbutton her blouse, revealing the lacy white bra beneath. Under Kim’s rapt gaze, she first removed that garment, then popped the button on her jeans. Rotating her hips to an unheard rumba, Lisa eased her pants down her legs, until she could step out, naked except for her underwear.

Kimberly was entranced by the sight before her. This was even better than she had imagined. As Lisa unhooked and dropped her bra, Kim feasted her eyes on her friend’s lovely, pink breasts.

“Oh, Lisa,” she moaned, moving her hand down inside her own pants, making sure that Lisa saw where it went.

Lisa loved it. Seeing Kim play with herself, knowing that it was her body that inspired her, was highly erotic. Going for more, Lisa lowered her panties just enough to show Kim the top of her bronze bush, then turned and waved her butt in Kimberly’s face. Kim watched the panties slowly drop to reveal the crack of Lisa’s ass, until finally they were off. With a final dramatic flair, Lisa turned around, then placed her right foot on the bed, confronting her very horny friend with a close-up view of her open pussy.

Kim almost lost it. Lisa’s perfect thighs seemed irresistible, and her pink, wet opening was so close to Kim’s mouth that she could almost taste it. Kimberly worked her fingers frantically inside her pants as her other hand reached out to caress the peaches and cream of Lisa’s body. Trying to hold back, she couldn’t resist touching the soft breasts just inches in front of her. Luckily, Lisa was just as excited, and in no mood to be further teased.

“Just get your clothes off, Kim. I can’t wait anymore!”

Both of them tore at Kimberly’s clothes, pulling t off her as quickly as possible. Finally, she was as naked as her blonde friend, who stared intently now at the delicious sight before her. Kim’s hand rose to touch Lisa’s cheek, and Lisa caught the faint aroma of pussy on her fingers. A short cry escaped her lips as they once again joined in a deep, passionate kiss.

Lisa lay on top of Kimberly, enjoying the feel of Kim’s soft breasts against her own. Kim grabbed Lisa’s buttocks and wrapped her legs around her waist, so that Lisa felt totally immersed in the soft warmth of Kimberly’s body. Lisa was moaning loudly now, absorbed in the experience of what she had long wanted. Moving her head moved down Kimberly’s chest, she took one tan nipple between her lips, sucking it gently erect. She felt Kim’s hands on her head as she moved to the other breast for the same treatment. The Kim rolled slightly to her side and pushed her thigh between Lisa’s legs. Each girl rode the other as they kissed and fondled.

Kimberly’s hand found its way between Lisa’s parted thighs. Barely touching, teasing, she felt the sticky warmth and gentle folds of Lisa’s honeypot. She moved her fingers lightly over the outside, making her friend hump them, yearning for more. Lisa followed suit, thrilled by her first feel of Kimberly’s gooey quim. Less composed than Kimberly, she couldn’t resist pushing a finger inside, then another, reaching deep into the heat of her friend’s vagina.

A few minutes of this was all Lisa could stand. For months she’d been dreaming of this, and now here she was. After another quick suck on Kimberly’s nipples, she gasped, “Oh Kim, I want to do it to you. Please, can I do it?”

Kimberly had thought about taking charge, but Lisa’s obvious desire changed her mind. Placing her hands on Lisa’s shoulders, she nudged her down between her legs. Then, positioning her feet up near her bottom, she spread her legs and whispered, “Here…. do it.” Then she slowly flexed and relaxed her buttocks, pushing her prize lewdly toward Lisa’s face.

Lisa gazed at that luscious spot between Kimberly’s widespread legs. She looked up at Kim, that back at her pussy, making herself hornier by the second. Finally she, moaned again and said, “Oh, Kim, I can’t believe it. I’m going to eat you out. I’m going to eat your beautiful pussy. Oh yeah….ohhhh”, and then dove forward to place a wet kiss on the center of Kimberly’s cunt. As she felt the sticky wetness on her lips, Lisa became even more aroused. She began a deep frenching of Kim’s vagina, rolling her tongue inside, then slurping over the pink flesh on the outside. She felt Kim’s hips move against her mouth, then looked up to see her head thrown back in passion, her mouth open in a silent scream of pleasure.

Kimberly closed her eyes to concentrate on the pleasure her friend was giving her. Lisa’s tongue was wonderful. She may not have done this before, but she had obviously thought about it a lot, for she was touching all the right places in just the right way. The fact that she thoroughly enjoyed what she was doing only added to Kim’s excitement. Kim had hoped that Lisa would go down on her, and it was clear now that the pretty blonde was quite willing to do it all night. Looking down at her friend, Kimberly thrilled to the sight of the cute face between her legs. Lisa opened her eyes briefly and while her mouth was hidden, it was clear to Kim that she was smiling. Kim felt the initial tremors of orgasm beginning, and reached down to pull Lisa’s Head deeper into her crotch. “I’m going to come, Lisa! Do you want it? Make me come!”

Lisa mumbled something into Kimberly’s wet folds and enthusiastically nodded her head. She reached up to fondle Kim’s breasts as the dark-haired girl erupted. “Oh Lisa!” Kim cried, “Eat me…eat me….oh god..EAT ME!!!!” Kim’s legs splayed wider and her hips bucked wildly as the waves poured through her. Lisa did her best to keep her tongue working as she felt an extra gush of fluid coat her face. The orgasm went on for a long time, with each girl loving from her own perspective.

As her peak receded, Kimberly pulled Lisa up to her for a long, loving kiss. She kissed Lisa’s face, tasting her own fluids that coated her lips and chin. Then she rolled her over, eager to give as much as she had received. Her eyes went first to Lisa’s lovely breasts – all softness and white, the tiny blue veins just showing through the translucent skin. Her nipples were pink and hard, with little goosebumps of excitement dotting them. Kimberly couldn’t resist taking one and then the other into her mouth. She stayed on them long time, savoring the feel of the firm but gentle flesh, caressing it with her sensitive tongue. Lisa uttered a delightful moan and ran her fingers through the Kimberly’s’ dark tresses.

Now Kim was ready for the main course. Slowly, so slowly, she began to move down Lisa soft, flat stomach. Her tongue found the hollow of her navel and played there until Lisa squirmed for more. Kim moved down further still, until her lips played in the furry patch between Lisa’s legs. Lisa said nothing, but Kim could tell she was going crazy with lust. Her hips humped back and forth, trying unsuccessfully to bring Kim’s lips into contact with her needy genitals. Kim enjoyed this, teasing her friend just the way she had teased her earlier. She blew gently on Lisa’s wet lips, until Lisa groaned with frustration and desire.

Finally Kim relented. Pushing Lisa’s legs up and wide apart, she opened her mouth wide and took in her entire pubic area. She sucked and tongued at the same time, bringing an even louder moan from her delicious companion. Kimberly looked up at a sight that totally enflamed her. She had always thought Lisa to be extra, extra feminine, the quintessential pretty girl. Her hair was strawberry blonde, her skin perfect, so pink and white, like peaches and cream. And now Kim was eating her, sucking on her wet pussy as she would a juicy peach. She reached up to feel those lovely breasts and thrust her tongue in as far as she could.

Lisa whimpered softly as Kim’s mouth worked on the tender morsel before her. Kim made other sounds, a kind of rhythmic “mmmm” as she licked and sucked. Now she paused, moving back slightly to look at the pink, wet wonder of Lisa’s pussy. Looking down, she saw the tiny ring of Lisa’s asshole. She knew she had to do it.

Not wanting to expose her hand, Kim started kissing the insides of Lisa’s thighs. Lisa was still at a fever pitch, which this maintained without increasing. Then Kim kissed lower, placing little kisses on the tops of Lisa’s cheeks, then licking tiny circles over the center of each one. Pushing Lisa’s legs back a little more, Kimberly moved forward and placed a soft kiss right on the pink circle of Lisa’s anus. An almost imperceptible “Oh!” escaped Lisa’s lips. But as Kim proceeded to run her firm, wet tongue over the surface of the little rosebud, Lisa emitted a long, loud groan of unmistakable passion. No one had ever done this to Lisa before, and the feeling was unbelievable. Her hand reached down to keep Kimberly from leaving that wonderful spot, but Kim had no intention of moving. She gave Lisa’s asshole a long, loving tongue-bath, pushing inside, pausing occasionally, then starting anew, to be rewarded with another series of loud, passionate groans. Finally, she moved back to Lisa’s very ready pussy to finish her off. Having seen Lisa’s reaction to her tongue, Kimberly gave her one of her own favorite treats, jamming her middle finger deep into her ass just as she was about to come.

The girls spent the rest of the night exploring each others bodies, trying out all the things they’d thought of by themselves. Lisa really did enjoy eating Kimberly, and Kim was more than willing to give her all she wanted, including a taste of her oh so sensitive asshole.

It was definitely the beginning of a new phase of their friendship.