I first met Carla when, needing some excercise, I signed up for an areobic kickboxing class down at the gym. By some snafu, either by man or machine, I was placed into a sparring class. Since I'm not a violent woman, this made me understandably nervous, but I decided to stay with it and see how it turned out.

Thankfully it was a women's class, so I wouldnt' have to worry about any guys hitting me (or on me!).

For the first couple of weeks we started doing only drills and some excercises, so we'd have the technique down when the fighting started. I learned to enjoy getting sweaty and the little aches and pains that come from a good workout. I hadn't even noticed Carla there until the day when all thirty or so of us marched in wearing the somewhat ridicuous-looking protective gear. Since I was on something of a limited budget, I had the cheapest, somewhat oversize gloves, foot- and headgear and a mouthpeice that made me look like I was trying to swallow a whole orange. On the other hand, Carla was wearing compact, snug fitting equipment that looked very professional. It was all black and made her look more than a little intimidating and positively evil. I was sure, and later would confirm, that this was not her first time.

To put this the short way, I actually did enjoy sparring somewhat, even though all of us were a little squeamish about hitting each other. So, that first night nothing really hurt much, but the last round I went up against Carla. Now lemme tell you, she was fast, but somehow I had no trouble anticipating what she would do. She always got the upper hand with the other students, but somehow I was able to anticipate her moves, and block or dodge with relative ease. Finally, I let my guard down just enough for her to catch me with a cross across the cheek, and a roundhouse into the ribs sent me staggering with the wind knocked out.

I'm sorry, Jen, are you okay?" Carla asked me in concern you wouldn't expect from someone who could hit so hard. I coughed and let her know I was fine. My pride was all that was really hurt, but in the locker rooms later that day, as I crossed the mirrors in anticipation of a nice hot shower, I noticed a small bruise on my cheek, right where she had hit me.

"You hit pretty hard for a girl," I said to Carla as we got undressed, and showed her my knew shiner.

"Omigosh, I'm sorry," she said, touching it gingerly. If it hurt, I didn't notice, because she had stopped undressing after removing her sports bra and was topless in front of me. Now, Carla is Black (or African-American if you prefer) and quite a looker. No, actually, she was stunning. An inch or so taller than me, athletic figure and a bust I would have died for, at least a 42 D cup, high and firm. Her nipples were large, like a pair of Hershey's kisses, and you could tell just by looking that they were all natural.

Carla either didn't notice my staring or didn't care. We made for the showers, and I just couldn't keep my eyes off her. As she soaped up her body, I found myself wishing I was doing it to her, rubbing and massaging her smooth skin. By the time she bent over, with her shapely ass toward me, I saw she shaved and by now it was all I could do not to finger myself. I still got very wet, just at the sight of her behind, not to mention the long unobstructed view of her legs.

Myself, I'm on the slim side, blonde and blue, with a much smaller bust than Carla.

Anyway, after showering, Carla and I ended up going out for drinks. Somehow we just hit it off and were chatting like girlfriends. We didn't get all that tipsy, which surprised me because I didn't hesitate when she asked me to her place. Leaving the bar, we walked hand-in-hand the eight blocks or so. It seemed a long walk but I didn't mind. Carla was holding my hand, which felt, well, nice. I was actually saddened when we got to her building, since it meant the long nighttime walk was over.

We rode up the elevator in quiet, being all by ourselves, and Carla showed me into her top-floor apartment. It was spaciaous, and decorated like one of the houses on The Real World.

"This is nice," I said, hoping I didn't sound too nosy. "Say, what do you do when you're not kicking butt?"

"Sort of a freelance artist," Carla said, and grabbed me one of her sketch pads.

She went to make some coffee as I kicked off my shoes, stretched out on the couch and looked through it. Most were model work, or it looked like, women in a variety of clothing, from slips to swimwear. After the tenth page turn Carla came back and handed me a mug.

"Chocolate rasberry," she said, sitting down next to me.

"That's my favorite."

"Mine too, yeah." We took slow sips. Carla scooted closer to look over my shoulder, and I felt the bare skin of her leg on my arm. It was then I noticed Carla had changed, wearing an overlarge shirt, and nothing else. Even though I couldn't see, I knew somehow that she wasnt wearing any panties. The thought made my legs quiver.

"Um, these are pretty good," I told her, not really knowing what else to say at the moment. "Any of these girls you know?"

"No comment," Carla said with a grin, and moved even closer. I could practically feel the heat from her body warming me. Unconsciously I leaned towards her. I could smell the sweet coffee on her breath, almost taste it. "Well..." she went on, pointing out a sketch of a seminude woman lying on her stomach, with a towel over her bottom. "There was Lisa, she was lots of, um, fun." For the first time I saw Carla blush, and my face warmed in empathy.

It was then that I kissed her, with my mouth mostly closed but firmly, pushing her shoulders down on the couch. Carla responded by kneading my shoulders with her warm hands, and slipping her tongue through my lips. Undoing a few buttons I slid my hand inside her shirt, resting it on the throb of her heartbeat. After what seemed like hours, I sat up. Without speaking, we stood, Carla shrugging off her shirt. Kissing me even more she undressed me slowly, amlost tenderly.

When my clothes were on the floor, she took my hand and led me into her bedroom.

We practically carried each other onto the large double bed, stripping off the covers, and sat with our legs twined together, kissing and stroking. I bent my head down and Calra sighed as I took her swollen, chocolate nipple in my mouth, sucking and biting. I was a little disappointed when it didn't taste like chocolate.

"I love your tits," I said huskily. "They're so big, I wish mine were like those."

"Yours may be small, but I think they're sexy," Carla said, giving my nipples a squeeze, making that small pain shoot to my belly in the way I've always loved.

We massaged and fondled each other, eventually we wound up on our sides, and I traced my fingers over Carla's smooth pussy. She opened her legs up, pressing her sex against mine. "Mmmm," she moaned, grinding against me, "your pubes, they feel so good on my cunt..."

Suddenly my own pussy started to tingle madly, like somone was tickling my clit.

Carla's legs wrapped tightly around my waist, holding me close to her while we kissed madly. Together we humped faster and faster, panting. The last thing I was aware of, before we climaxed together, was a strange but not unpleasant tingling over my skin. It almost burned where my skin was touching Carla's.

I woke up in a daze sometime later. It was still dark outside. I felt dizzy and fatigued, like after working out too hard, but I couldn't get back to sleep. So I just lay where I was for the time being.

"Good morning," a woman's voice said. After a while I recognized it as Carla's, coming gently in my right ear, but I was too tired to look in her direction.

"Mmmmorning," I mumbled, then tried to ask what time it was. It came out something like "Mwwwth mmmp mmf mm?"