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

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

“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

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

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

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

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

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

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