Chapter 1

Caution: This Erotica Sex Story contains strong sexual content, including Ma/Fa, Fa/Fa, Consensual, Lesbian, BiSexual, Heterosexual, Slut Wife, Swinging, Group Sex, Orgy, White Couple, First, Oral Sex, Sex Toys, Exhibitionism, Voyeurism, .

Desc: Erotica Sex Story: Chapter 1 - Penny's husband Mark, gives Penny the green light to experience her bi-sexual desires and then she grants him his ultimate fantasy.



Author's note: I was asked by a reader to write a fantasy for her and then later her husband. I decided that everyone should have at least one of their fantasies on paper, so with Penny and later in Part 4, Mark's permission I tried to put into words what they sees in their minds. The first three parts will touch on Penny and her husband's life, but the focus will be on Penny's relationship with Carol and later Carol's friends. The final part is for Mark and the fantasy that he and his wife both share. I hope you enjoy Penny's Passion and Pleasure, and later Mark's Party.


"She's pretty," Carol whispered to her friend Megan. Megan looked over to where her friend had pointed, and noticed the cute woman looking at the silky thongs. "Yes, she is."

Carol nodded her agreement, and let her eyes roam over the stranger's body. She thought that the lovely lady would look exquisite in one of her designs, and she began to imagine the dark haired beauty modeling one of her creations.

As if reading her thoughts, Megan leaned in, letting her breast press against Carol's arm. "She'd look sexy in that little red number you created; the one with the various circles. The one that exposes just the right amount of skin, to make your mouth water."

"I do have that party next week. I think I'll give her one of my cards, introduce myself, see what happens." Carol moved off towards the woman as she heard Megan's, "Good Luck."

Carol put on her best smile and proceeded to weave her way over to the woman. Noticing how her dark black hair fell in waves, she was curious as to what it would feel like between her fingers. Tapping her shoulder, she smiled brightly at the face that turned to look at her. She noticed the pretty eyes and the full lips.

"Hi," she said. "I'm Carol."

"Hello." Penny shook the woman's hand and returned her smile. She waited patiently as Carol explained to her about her independent business. Taking in every word, she could feel herself getting excited. "Model one of your designs? Me?" she asked.

Carol nodded yes and continued. "I'm having a get-together at my home. When I have a selection of lingerie completed, I throw a party and invite some close friends; we try on the designs and then hang out, just having a nice time."

"I'm flattered." Penny felt her face light up and heard herself agreeing to the offer. "I'd love to. It sounds like fun, and a nice way to meet some new people. My husband and I just recently moved to the area, so I don't have any female friends yet."

"Great, let me give you my card." Digging in her purse, Carol fished out a business card and handed it over to Penny. "Before we meet for the party, would it be ok for us to get together so I could get your measurements?"

Carol pulled out a small notepad, and wrote down the time and address for a mid-week meeting with Penny. "I'll see you Wednesday at your place for the measurements, and then the following Friday will be my party."

Shaking her hand, Penny watched the woman move back through the store, and meet up with another woman. The other lady glanced over at Penny and waved, then gave her a thumbs up and a wink. Penny smiled at the blonde and waved back, before continuing her search through the thongs, looking for the perfect one for the evening with Mark.


Carol and Megan sat at a table outside of the little cafe, sharing a large cup of expresso. "So, when are you meeting her for the measurements?" Megan asked, her eyes alight with humor. "I know how much I enjoyed my measurements being taken." She winked and slid her leg up Carol's calf muscle, and back down again.

"Mmm... careful sweetie. Seeing the new girl in the shop today got me a little excited," Carol whispered. "You'll have your hands full, if you don't watch out." Carol smiled over at Megan and opened her legs wider, urging her friend's foot to travel at will.

Megan's skin tingled as she thought of how wet her friend was, and let her toes slide further up. She paused to look around and make sure the coast was clear, before she stretched her leg out fully. Her green eyes darkened as she watched Carol shift in her seat and her hand slip under the table, lifting her skirt. Megan touched Carol's wet pussy with her stocking-covered toes, and pushed against it gently. Moaning softly, Carol closed her eyes, and pushed her cunt deeper against the firm digits.

Seeing the waiter begin to make his way towards them, Megan slipped her foot away and nodded hello to him. Accepting the bill, she laid the money on the table and left the mall with her friend.

Both women got into the car, and Megan knew that her attention in the cafe and the sexy number in the shop had gotten Carol wet and horny. Scooting over to the middle seat, she wasted no time in sliding her finger into the wet hole and stroking the slick, fleshy walls of Carol's pussy. Carol's moan urged Megan on, and soon her sweet cum was covering her finger and gathering in her palm.

"Oh fuck, baby. I needed that," Carol said, seconds before she slid her tongue deep into Megan's mouth. Their mouths sucked and pulled at each other, and when Megan brought her sex covered hand up to their mouths, both women licked and sucked it clean, before sliding their tongues together and kissing again.

Carol slipped her hand to Megan's breast and squeezed the firm globe, "God, I can't wait until Rob gets home tonight!"

Megan sighed and pressed a quick kiss to her friend's lips, then scooted back to her side of the seat. "I don't know why you two made that silly rule! I mean, Rob has known about us for years, and suddenly he doesn't want you and I fucking when he's out of town! What's up with that, anyway?"

Carol shrugged her shoulders and explained for the hundredth time, "Meg, he asked me not to, and I agreed. He just wants to know what's going on. He hasn't restricted my activities, really. Hell, he's usually with us anyway, so holding off isn't hurting you or me. Accept it. Okay?"

Megan nodded her head and kept her thoughts to herself, thinking that if her husband Tim ever told her not to fuck while he was gone, she'd probably do it more, just to piss him off. Rounding the corner, Megan saw her house, and as Carol put the car in park, she leaned over and kissed her friend, tasting her tongue before sliding out of the car and saying goodbye.

Carol pulled out and headed towards her home, hoping that her husband would be there to help ease some of the frustration that Penny and Megan had caused. Running her finger against her slit, she felt the juice from her body, and ached to give over to the need to have it filled. Licking her finger clean, she pulled up into the garage and shut off her car.


Penny arrived home and placed her packages on the kitchen counter. She headed off to the bedroom and noticed Roger sleeping. Bending down, she kissed his cheek and whispered in his ear that she was headed to the tub to take a nice hot bath. He sighed against her cheek and told her he loved her, before returning to his slumber.

Moving into the master bathroom, she tossed in a couple of capfuls of bubble bath, stripped down, and climbed into the tub. The hot water surrounded her body, and the bubbles hid her sex and most of her breasts as she slipped down, submerging herself deeper into the hot foam. Penny closed her eyes and thought back over the day.

The beginning was a little rough. The car had a flat, and she had to round up a couple of neighborhood boys to loosen the lug nuts from the tire. But, when they offered to change it for her, she was more than thrilled, and watched them work at helping her out. Her day actually went even better, as she had shopped for Mark's birthday gift, and then met the nice woman at the lingerie shop.

"Wow," she said out loud, her voice echoing across the walls of the room. "I can't believe how lucky my day has been." She closed her eyes and pictured the friendly woman that was at the store. It had been a long time since she had a woman to call friend, and even longer since she had ever attended a party with a group of women. Penny reached over and grabbed her book from the table she had sitting near the tub. The candles gave off a lilac smell, and she settled into reading her book.

As Penny read the novel, not really caring what it was about, she was somewhat surprised that her thoughts turned to the woman in the store. She kept thinking of how she and the other lady had left together. "They seemed awful close, more like lovers than friends," she remarked to herself.

Penny put the novel away, admitting to herself that she was just too distracted to give it the attention it deserved. She closed her eyes and imagined the two ladies, and wondered if perhaps the other woman would be at the party. "Maybe I can make another friend," she thought. She hated being alone in a new neighborhood, and really wanted to have some girl-friends, to just hang with.

She heard her husband stirring in the other room, and imagined him waking up and joining her in the tub. As she slipped her hand into the water, she closed her eyes and felt the soft, wet hairs of her sex. Letting her fingers slide over it, caressing it slowly and tenderly, she picked at the small hairs and twirled her finger around them. Soon she had worked a few tingles along her skin, as she slowly stimulated herself. Slipping a finger inside the lips of her pussy, she worked it in and out, stroking it slowly as her hips lifted a bit higher in the water.

Penny imagined her husband's mouth on her skin, sliding over her neck and down to her breast. She worked her finger faster, and soon slid another inside. The hot water from the tub surrounding her, she used her other hand to pull and tug on her right nipple. Soon her mind had her husband's mouth sucking hard on her breast, while looking up at her. She could almost feel his teeth, tugging and biting. Using her nails, she pinched the hard nub, and rubbed her clit with her thumb. Penny could feel the hot walls of her sex, and pushed against them.

Soon she felt that her body would respond faster if she pictured her husband sliding down her and burying his head in her cunt. Her head fell back, and her hips drove against her fingers.

"Yes," she called out, hearing the desperation and hunger in her own voice. Her mind suddenly shifted from her husband's features to the face of the woman at the shop. Shocked, but too close to cumming to worry about it, Penny held the image in her head and felt the sweet release, as she whispered Carol's name. Pumping her fingers over and over, letting the nectar of her body cover her fingers, her orgasm intensity increased, as she imagined Carol and her friend sucking and teasing her body.

Penny relaxed in her tub, her mind questioning herself, even as her body slowly ebbed itself of her released passion. Wondering why she would suddenly imagine the two ladies in the store, just as she had begun to orgasm, she let other thoughts take shape. She remembered times in her life that seemed odd, and yet she never truly questioned them, till now. She thought back on the moment her and her best friend and neighbor, Rhonda, had begun to develop into women.

Rhonda had come over for a visit, and as usual, the girls had decided to go swimming. They each changed clothes, and Rhonda suddenly stared at Penny. Penny easily recalled the conversation, and how eventually each girl had poked the other's breast, and even pinched them. Rhonda even went as far as suggesting they touch each other further down, but Penny was worried they would get caught, so she had said no. She knew now, as an adult, that she had been more curious than anything, as to why she enjoyed the sensation of her friend touching her breasts.

As Penny moved out of her tub, pulling the plug on her way, she continued to dwell on the past. Little things began to make her question if she hadn't always been curious about women. Once, in college, on a dare, she and another roommate had kissed. It had been some ridiculous game of chance and she had lost, so the other girls, most everyone inebriated at the time, had started getting risky with each other. Penny had done well up to that point, and only had to hold hands with one girl for five minutes, and help another take off her blouse. Time and fate, or the loss of her luck, eventually caught up with her, and she and the other woman had to kiss. At first, she leaned over and kissed her quickly, but from the boo's and moans of the group she knew she had to do more. The girl shrugged her shoulders, and Penny went in for the kiss.

She remembered now, as if it were yesterday, the butterfly feeling in her stomach, and how the girl had tasted of peppermint schnapps. Their tongues had touched, and Penny heard a soft moan escaping the woman's mouth, and for fun, decided to deepen the kiss. She placed her hand on the back of her neck and angled her head. Thrusting her tongue along the walls of her partner's, she stroked and caressed it. Surprised at how much she was enjoying it, she took her hand and slid it down to the young woman's breast, and tweaked the nipple. Her friends gasped and giggled, and Penny pulled away. She could feel her sex throbbing, and her eyes stared transfixed on the blue ones looking back at her. As the game continued, Penny felt herself becoming more aroused as the drinks flowed freely and steadily. Finally, feeling as if the drinks were why she did what she did, she excused herself from the group and slept the booze off.

As Penny powdered her body, enjoying the soft scent, she excused her thoughts, and decided that she was making more out of this than was necessary. Even now, she was willing to admit that the porn DVD's she and Mark watched, turned her on when women were pleasuring each other. Shrugging her shoulders, she decided that her feelings were probably normal for many women, and as long as she didn't act on them, she saw nothing wrong in imagining them. Slipping on her robe, she moved back to the bedroom.

"Hello sweetheart," she whispered to her husband, her hands sliding around his waist. "Did you enjoy your nap?"

Mark turned and kissed her gently, his tongue easing inside her lips. "Yes, I did. I didn't realize how tired I was, until I got home and saw that bed, just calling to me." Looking into her eyes, he asked, "Who's Carol? I heard you whisper her name."

Penny's face reddened, and she knew that she must have been louder in her release than she had thought. "You heard?" She felt the blushing of her face as she looked down. "I met her today at the lingerie store."

She explained how this woman had approached her, and how she had invited her to a lingerie party. "I'd like to go, if that's all right?"

"Of course it is." Mark touched her cheek. "It wasn't that you were loud. I was approaching the bathroom when I heard your moaning, and I knew you were close, so I just wanted to allow you your time."

He looked deeply into her eyes as he spoke to her, trying to set her skittishness and embarrassment at ease. "I had to fight myself not to join you. I didn't want to interrupt what you were doing, so I waited outside the door, enjoying the sound of your voice. But honey, it wasn't the usual name I hear from you, when you sound like that."

He smiled down at her and held her close, running his fingers along her back. "What were you thinking about?"" he paused. "Or better yet, who?"

Penny loved her husband, and there was no doubt in her mind about telling him what had transpired. They had always been honest with each other. She had told him years ago about her experiences with her friends, and he had never judged her. Taking his hand is hers, Penny led her husband to the bed.

"Let's talk," she said. Together they sat and faced each other, and Penny relayed everything to Mark. She told him of her chance meeting with the woman, and the closeness she seemed to have when she left with the other lady. She told him about how she felt when the woman seemed to notice her beauty, and perhaps her body. Penny watched her husband and his expression as she told him what had occurred in the bath, and how she had been picturing him, when suddenly Carol, and then the other woman, had emerged in her mind.

Mark took Penny's chin and tilted her head up to his. Kissing her lips softly, he whispered, "There is nothing wrong, sweetheart. If this is something you think you need to explore, then I want you to. I want you to experience things that make you feel wonderful. If it is another woman, then don't let fear stop you."

Running his hand through her hair, he pressed her gently to the bed, kissing her tenderly. Mark then made love to his wife, and throughout the experience he whispered to her that it was Carol who was touching her, and stroking her. Later, cuddled together, they both admitted it was one of the most erotic times they had ever had together.

Holding her husband, Penny glanced up, "Would you ever want to make love with another woman and myself?"

"Honey, were you with me during that orgasm?" Mark rolled Penny over on her back and straddled her, his cock once again hard. "I'd make love to you. I'd have sex with her." Bending down, he kissed the most beautiful woman in the world, and with his body he showed her that.


The next two days seemed to fly by, as Penny and Carol each waited for their 1:00 Wednesday afternoon meeting. Both women had discussed some of their personal life over the phone. Penny now knew that Carol was married, and began to question her assumptions concerning the other woman at the mall. Hearing the doorbell shrill, Penny opened the door and invited her new friend into her home.

"Hi, Carol. Nice to see you again," Penny said, as she greeted her friend, assisting Carol with her jacket. Penny placed it in the closet as Carol slipped her shoes off, leaving them by the front door.

"Hi. It's nice to see you, also." Carol smiled at Penny, and once again, was taken in by her eyes and happy smile. Penny led her guest into the dining room.

"I've got us some coffee and a few finger foods to enjoy before we get started," she said. The two women sat across from each other, and began enjoying the light refreshments.

As each woman contributed to the conversation, Penny learned that Carol had started her design business a few years ago. Carol had found that her true talent had been in lingerie design. Penny shared with her friend that she worked part-time as a substitute Teacher, and enjoyed painting in her spare time.

Carol moved around the room, admiring some of the paintings that Penny had done, and now kept framed and displayed in her home. "These are really good. Perhaps someday, you'd paint a picture of me?"

"I'd love to," Penny happily agreed.

As Carol had been enjoying the small finger foods, Penny had started to notice little things about her. At first, she thought she was being silly. After all, Carol was married, so surely, what Penny thought may have been sexual signals, were in fact just signs of affection between friends. She thought she had noticed Carol glancing a few times down her blouse, as she would reach over to refill the coffee cups. Penny also would have sworn that when their fingers touched, Carol had sighed softly. She herself, was also beginning to notice her own body's reaction to the things that Carol seemed to have been doing.

Penny had caught herself a few times trying to show more cleavage to her new friend, as well as letting her foot purposely slide against Carol's leg. She had apologized immediately, just to be sure that Carol wouldn't think less of her. All Carol had said was, "Don't worry, babe." Penny wasn't worried, but she was curious about what Carol might have been thinking, or feeling.

After they finished eating, Carol helped Penny clear the table. They moved into the living room and sat on the sofa. Carol dug out her portfolio and slid closer to Penny on the couch. She pressed her thigh against Penny's and laid the book over their laps. Penny enjoyed the soft skin against her thighs, and was barely able to concentrate at the pages of lingerie that Carol was pointing out to her.

Carol sensed Penny's new feelings, and her own body began to respond, in hopes that perhaps more than the taking of measurements would occur that day. "When is your husband coming home from work?" Carol asked.

"Not till real late tonight. He had planned on meeting a few of the guys from work at a bar later. I told him that was fine, since you were coming over, and he also needed to meet some people from the area. We have only lived here a couple of months, so like I said before, we don't really know anyone."

Penny didn't share all of her conversation with her husband. She had left out the agreement that her and Mark had made, that if Penny felt the need to explore her new sexual fantasy, and Carol was willing, then Mark had asked her to try and experience this new emotional pull she was having. Penny agreed, as well as letting her husband know that she would tell him what happened, and be completely honest about it.

Carol's voice brought Penny back to the moment, and Penny did her best to view the photos. "You do great work," she complimented her friend.

"Thanks. Do you think you're ready for me to take your measurements?" Carol felt her body slowly begin to anticipate the moment that she would be able to touch the soft skin she had been thinking of all week.

"Sure," Penny answered, as she stood up and helped Carol with her bag and portfolio. She made her way to the bedroom, with Carol following behind her.

Carol watched her ass move. Her fingers itched to splay across the round cheeks, caressing them, as her face devoured the pussy of this new delightful lady. Carol's body had been slowly building up a sexual need that she felt only Penny could conquer.

She and Rob had been fucking all week, and still it wasn't enough. She craved this woman, and was going to do all she could to have her. She had felt the touch of Penny's hands as coffee cups were passed to her. When her foot had touched her leg, Carol had seen the look of new-found desire, and encouraged it more, when they sat side by side on the couch.

Penny laid Carol's portfolio and bag on the window seat, and turned to the tall brunette, smiling as she told her what she should do first.

"Get naked," Carol said, bluntly.

Penny chuckled. "I assumed that, silly. Do you want me to leave my bra and panties on?" She was trying hard not to be nervous, but she was. She sensed that Carol instead trying to make it quick and simple. Penny didn't know that Carol was actually in a hurry to get her hands on her, and try to convince her to give up more then her measurements.

"You'll need to be completely naked, Penny. Even a bra and a pair of panties will alter a measurement. Since we are talking lingerie, and we haven't decided on either a loose design or a skin-tight one, I should take the measurements of your body, with nothing affecting them."

Seeing the logic of this, Penny agreed to become totally nude. "Do you want me to leave?" Carol asked, keeping her fingers crossed in her mind, for luck.

"No. If I have to parade in front of your guests next Friday, then I'd better just get used to having someone besides my husband see me naked."

It was Carol's turn to chuckle, as she saw the humor in Penny's eyes. "Well, you're right about that. So, I'll just sit here on the bed and watch you strip." Carol winked at her friend, and waited for the show to begin.

Penny was even more sure of Carol's interest in her. As she slowly worked the buttons from her blouse, she kept her eyes on Carol's. Soon Penny was no longer looking at Carol's eyes, because Carol had moved her own down to Penny's nimble fingers.

As the buttons were separated from from the holes, she watched Carol's tongue slip over her lip. Penny found this encouraging. Slowly she moved her fingers across her skin. When the final button was released, she slid her hands over her satin covered breasts. She heard Carol's groan, and looked at her once again. This time their eyes locked.

"Penny, I think you know what I want." Carol was surprised by the hunger in her own voice.

Penny shivered, and felt a throb between her legs. It was now or never, she told herself, the words of her husband coming back to her. She felt her unease lift, as she knew deep inside she had his blessing to proceed, and explore these new sensations.

Stepping closer to Carol, she heard the passion filled voice that came from her lips. "Yes, Carol. I know. But I've never done this. I don't know what to do, or expect."

Carol took Penny's hand and lifted it to her lips, kissed it softly, and stood up in front of her. "Let me get your measurements, honey, then I'll teach you a few things that I know you'll enjoy."

Penny made a sound of pure relief, and felt more stimulating thoughts take shape in her mind. Stepping back from Carol, she pushed her unbuttoned shirt from her shoulders, eased her arms out, and let it fall to the floor. She saw Carol sit back down, and Penny sensed that for now, she controlled a small part of Carol's arousal. She liked the feeling. Slipping her fingers to her shorts, she freed its button, and pulled its zipper down.

Her fingers curled around the waistband, and she purposely slowly wiggled out of her shorts. Though she had not been with a woman, she had turned on Mark just by stripping slowly for him. He would watch, and his cock would get hard, causing him to stroke his shaft while she stripped. Penny relayed this information to Carol, and Carol took it as the offer it was meant to be.

Carol scooted further up the bed, lifted her skirt, and exposed the smooth, shaved pussy that had not been hidden by any panties. She licked her lips, before she pressed her palm against her sex. "Fuck, Penny. I don't know how I got so lucky to be the first one to introduce you to this side of yourself, but I'm not complaining. You don't know your own power."

Carol watched as Penny slid her own palm against her crotch, still covered by her panties. She moaned as she rubbed her hand across her pussy, and saw that Penny mimicked her movements. Soon Carol decided she had to touch more of her body, and slipped a finger between the aroused lips, and heard the slick juice that had been releasing itself ever since she had walked in the door.

Penny's eyes took in the pussy that was being touched and caressed. She felt her own moisture through her panties. Sliding her palm back and forth, she could feel the trimmed hairs of her cunt, slippery with the slick juice. Moving her hand away, she slipped her fingers around the band, and released her sex from the hidden curtain of silk.

Stepping out of her underwear, Penny slipped her own finger along her wet lips. Biting her tongue, she and Carol slid their fingers back and forth, each one matching the other in rhythm and speed. She watched as Carol moved her hand away from her moist skin, and began to push and knead her breasts.

Not wanting to miss any part of the learning process, Penny freed her own large breasts from the bra and began pulling on the aroused nipples with each hand. Again, the women watched each other, each one growing wetter by the moment. Penny felt as if her body was aching with a need to be fed, and be fed off from, as well. "Oh god, Carol," she moaned. I never knew it could be so wonderful, and we haven't even touched yet. Just doing this in front of you makes me so hot, I could probably cum right now."

"Mmmmm... we can't have that can we?" Carol said, as she moved off the bed. "I only think it fair that I get to taste you, when you cum for me." Carol grabbed the measuring tape from her bag, and walked slowly towards Penny.

"I do need to get these measurements sweetie, because if I don't now, I know I won't later." She moved very close to Penny's body. Wrapping her arms around her back, she allowed her tongue to taste the shoulder of her soon-to-be lover. Penny's gasp brought a smile to Carol's lips, and she bit the flesh gently.

Penny lifted her arms, letting them rest on Carol's shoulders as she brought the tape back around to the front of her body. She waited, somewhat nervously, as the cool tape and Carol took the measurement of the upper part of her breast. Biting her lip, she shivered as Carol scooted the tape further down her boobs, this time letting her fingers graze across her nipples, as the measurement was again noted. Penny remained quiet as Carol took the final breast measurement, which consisted of the chest under the breast. When Carol released the tape from her breasts, Penny's nipples were on fire, and she knew something had to be done, even if it were briefly. "Kiss them, Carol."

Carol knew what she wanted. She placed her hand under Penny's large right breast and lifted it. Her lips brushed over her right areola, then she opened her mouth, letting the dark bud into the moist heaven it had been searching for. Carol used her tongue to press against the nipple, as it rested in her mouth. She felt Penny's hand slowly tangle in her hair, as her tongue lapped back and forth, teasing the peak of her breast, as it lay captured in her mouth. Moaning softly, Carol bit the bud, before leaving it wet and aching for more. Forcing herself to leave the aroused woman, Carol moved over to her bag. She wrote the measurements of the breasts that she had been given the chance to enjoy. She was amazed that she had retained the information, while sucking on the perfect nipple.

Penny's body was feeling so many different things. Her shoulder was moist from the licks and the bite her friend had provided. Her breast tingled from the sucking her nipple had received, and now it hardened more as the moistness was being dried by the air in the room. She stood there, feeling her hot pussy only becoming wetter, and she waited for more tantalizing lessons from the woman who had decided to give her this special gift. As Carol's hands wrapped around her waist, this time Penny took the opportunity to touch her friend's breast.

"You will be removing this won't you," Penny snickered, as her fingers closed over the cotton t-shirt, and pressed against a firm tit.

"Oh, yeah." Carol smiled as her lips descended to Penny's neck. She sucked softly on the flesh as the tape met at the front of Penny's waist. Carol held the tape there, and gently stroked her tongue along the sensitive flesh. Letting her mouth travel higher, she groaned as Penny pulled her t-shirt out of her little skirt's band. She found herself biting Penny's ear, as she felt a hand cup her breast and pinch the nipple.

Hearing Penny whisper, "Don't you ever wear any underclothes?"

She chuckled, "Nope. I hate extra laundry." She slipped her tongue along the crevices of her friend's ear, before sliding away. She made a mental note of the measurement, then proceeded to take the tape and run it along the side of Penny's body. Starting under the arm and down to her ass, Carol took a length measurement, then moved over and recorded those numbers on her paper.

"Shit, Carol." Penny heard the frustration in her own voice. "I'm so fucking wet right now, and you still have a couple more things to measure." She eyed Carol as she made her way back to her. Noting Carol's own desire reflected in her eyes, Penny knew that Carol was just as aroused, but also knew that she was just as determined to get the measurements before she lost control. Penny felt as if her body was going to collapse, as she watched Carol drop to her knees, her face just inches away from her sex.

"Oh, fuck," she moaned out, as she closed her eyes. Penny knew she had to let Carol take the hip measurement. She had known that this would be difficult, and at the same time pleasurable.

Carol took a deep breath through her nose, and sucked in the scent of her friend. She could almost taste the sweet thick juices that had begun to flow from her body.

"Hold on lover. I'll service you in a moment," she promised. Carol wrapped the tape around the fullest part of Penny's hips, allowing her knuckles to rest against the black bush of curls. Her mind drew pictures of her, sucking and stroking the clit of this woman, and with each picture, she felt her own juice slipping out, and down her thighs.

Looking at Penny, the measurement stuck in her head, she asked, "One lick, baby. Do you want one long, slow slide of my tongue between your pussy's lips?"

"Please," Penny begged.

Carol answered her friend's hunger, feeding her own, as well. She kept the tape clenched between two fingers, and moved both her hands to the fine, soft hairs of the fabulous cunt that waited before her. Spreading the lips open, she used her tongue, and did as promised. She started low on the pussy lips and ran the relaxed muscle between the slick walls, gathering the juices over her tongue. They pooled onto the tip, and she continued the path until she reached the top of her pussy. Keeping the juices on her tongue, Carol stood up, and let the juice free from her mouth, as she sucked on the nipple that had been ignored earlier.

Penny gasped over the sensations, and pulled Carol's head deeper against her breasts. Carol enjoyed the taste of Penny's tit, and her juice. She sucked on it, swallowing the saliva that was being produced as she suckled the breast.

Penny stood there in awe of her body, and her friend. How long had her sexual hunger been growing, and why had it been so long before she understood it? She felt abandoned when Carol left her nipple. She closed her eyes as she felt Carol move back to her knees. This time she put the end of the measuring tape, high on the inside of the thigh, and let it run the length of her inner leg. Penny knew she was getting an inseam measurement, but she didn't really understand why. So, though it caused no damper on the moment, she asked her why she needed that particular measurement. Penny nodded her head as Carol explained that, perhaps one day, she might make a body-suit for Penny, and the inseam measurement was a must, as well as the outer length measurements.

Carol hadn't thought of the inner or outer measurements for a body-suit until she had pictured a sheer blue number encasing her friend. She pressed her lips to Penny's right inner thigh before standing up and having Penny raise her arm, so she could get the outer length number. This she planted in her head, then set it to paper. Carol knew her body wouldn't take much more self-torture. Already, the room smelled of sex, and she could taste Penny on her tongue, and the taste only made her more hungry for the woman. She wrote the numbers down, and thanked the stars above as she took the final measurements of Penny's arms. When she had written the last of the numbers on the paper, she moved back to Penny.

Penny watched and waited. She knew that the moment had finally arrived. Carol took her hand and turned Penny's back towards the bed. This time, Carol undressed for her friend. She chose not to do it from a distance, but to be close to her.

"Touch me," she said, "whenever you want, Penny."

Slowly she gathered the t-shirt over her breast, exposing the hard, firm nipple, and the gorgeous bronzed globe. Carol's body was perfectly tanned. A person could search every inch of her, and never would they even see a hint of a tan line. Carol was proud of her body, often sun-bathing nude on her patio deck behind her house. As the shirt cleared her breast, she suddenly felt teeth pull at her nipple. She froze. Her shirt kept her head hidden, and her arms raised. She didn't care that she couldn't see her friend, her body ached so much that all she wanted to do was feel.

As Carol's tits came into view, Penny felt an urge to bite the firm nipple that was so close to her mouth. She worked the bud with her tongue, trying to mimic the way she had felt Carol's teasing and taunting of her's, earlier. Not knowing if the movements were the same or not, it seemed not to matter, as Penny's ears picked up the moaning of encouragement from Carol's voice. Out of the corner of her eye, Penny saw the creme-colored t-shirt fly to the floor, then she felt fingers tangling in her hair. Lifting her mouth from the sweet gift, she quickly moved it to the opposite bud. She sucked it into her mouth, using her tongue to stroke over the ridges, as her fingers went to the waist of the little, wavy, pleated skirt. Slipping her fingers inside the band, her teeth tormented the nipple as she slipped the skirt down Carol's ass and legs. She released it, and it dropped to the floor.

Carol lifted Penny's mouth away from her breast, and looked down on her. Now, both women were naked, bronzed arms linked around the white flesh of the other. Their skin complimented each other, as Carol pressed Penny to the bed. As her knee moved forward, Carol slid herself between Penny's legs. She watched the large breasts wave back and forth, as the woman she was going to spend all day learning, scooted up the bed. When Penny felt the pillows, she rested her head gently upon them. Carol continued to advance. Finally, she lowered her naked body onto Penny's, her mouth hovering over the other woman's. Her tits pressed against Penny's. Their stomachs touched, the two sex-starved pussies almost connected.

"All I want to do is eat you up," Carol growled out, as her lips finally descended on Penny's.

Penny felt incredible. The kiss had been so different in college. It was a kiss of an inexperienced young woman. Now after having been married, Penny knew how to give kisses. Wrapping her arms around Carol's body, her hands running paths along her back, she pushed her tongue deep into the warm recesses of her lover's mouth. Together they stroked and pumped their tongues. Penny led for a while, as Carol closed her eyes, and felt the velvet muscle slide along with hers. The satiny feeling of tongue meeting tongue was sensational to both women. Penny slid her hand along Carol's head, forcing it to angle to the right, so she could deepen the kiss. Faster their movements came, and as they occurred, each woman's body began to rub furiously against the other.

Carol felt the hard nipples rubbing against hers, and she savored it. She felt their sexes pressed together, the feeling overwhelming her cunt, and more juices flowed from her. She pulled her mouth from Penny's and sucked on her lower lip, before biting it. Carol moved her body down Penny's, her fingers making a path for her lips to follow. Her tongue moved slowly down the invisible marker that was left behind, licking and tasting the freshness of the woman beneath her. Carol fought her personality. Knowing that Penny needed to be shown everything about her body, Carol's natural urge, to fuck fast, had to be reigned in.

A gasping noise came from Penny's lips as Carol's mouth once again took claim of her nipple. She felt the sucking and pulling of it, soon followed by a soft bite. Her fingers dived into the short-cut brunette's hair, and she pulled her face deep onto her tit. Carol sat up slightly. Penny watched as Carol gathered both breasts and pushed them together. She knew what was coming. Mark did this often. Her breasts were large enough, he could gather them up, push the nipples together, then suck them both at the same time. This always brought forth cries of pleasure, and the release of sweet love from her pussy. It did again, as with each pull from Carol's mouth and teeth, an orgasm flowed from Penny.

Carol looked up and smiled at Penny. Carol had only known a few women who were so sensitive to their nipples, that just playing with them would bring them to orgasm. Carol didn't mind that she had not yet cum; she was more then thrilled to know that Penny had. She looked into Penny's glazed eyes, knowing that she could cum again. Carol slid down Penny's chest, her tongue making slow laps across her belly, her nose breathing in the scent of sex. Her senses were on overload as she moved further down the lush body. She used her tongue to taste and learn the flesh beneath it.

When she arrived at the forest of thick black hair, she paused. "Oh god, Penny. I want to taste your cum on my tongue, swirl the juice in my mouth and then fuck you all over again."

Penny's hips raised up on their own. "Yes," she answered. "Fuck me over and over, baby. Don't stop eating me till I cum. I want to share it with you. I want to feel your tongue sliding in my pussy. I want to look down, and see that pretty face smiling up at me, covered in my juices."

Penny knew her words not only turned herself on even further, but they did the same to Carol. Penny's eyes stayed glued to the brunette, who slowly lowered her tongue to the folds of the swollen pussy. When Carol's tongue met her body, Penny's back arched, her hips lifted and she cried out in pleasure. "OH FUCK! YES!!" Finally, she would experience the mouth of another woman on her cunt. She rocked her hips up and down, as Carol's tongue slid over her treasure.

Carol buried her face deep into the trim, dark hairs of her lover. The twisted curls pressed into her face, tickled her nose, covered her chin, and still deeper Carol drove her tongue. She licked and stroked. Penny's clit was swollen, begging to be touched, so Carol did all that it wanted, and more. She opened her mouth, and pulled the nub with her teeth. Keeping it gently clasped between them, she used her tongue to slide over the little edge that was held there, waiting to be stroked. Using her fingers she spread open the lips of the slick pussy, before releasing the clit, only to suck it in again. Her tongue moved back and forth, laying firm long strokes over the pearl, before letting the walls of Penny's pussy feel the firm muscle of her tongue. Her finger dipped inside as she used her tongue to fuck her, also. Both invasions of Penny's cunt worked together, simultaneously moving in and out; stroking the walls, the lips, the rosy clit, and then back to start all over again.

Penny knew her body was going to give in soon, but she wanted the pleasure to last forever. She wanted to feel so much with Carol; needed to learn all the pleasure she could.

"Oh my god, baby!" she urged. Even with all her passion, she knew she needed more. Somehow her mind was able to focus on the bedside table, and she pulled the drawer open. Reaching in, she grabbed the vibrating toy, and passed it to Carol.

She cried out, "Use this! Fuck my ass! Do it HARD, and do it NOW!" Penny yelled out to her lover, "I want to be fucked so bad, but I don't want your tongue to stop; do you hear me?" Penny was surprised by her own demands. Her orders to Carol continued, as she told her not to stop fucking her till she came. Penny was experiencing something she had never known about herself. She wanted to be fucked hard and fast by this woman; she wanted to control her, and make her do to her what she wanted.

Carol felt the need to pleasure her lover, so she turned on the vibrator, put it in her own mouth, and enjoyed the feel of it, full and large, in her throat. She pressed it up and down against the wet pussy. She knew that it would have to visit the dark cave of wet juice before it could travel deep into the ass of the woman under her. Quickly she pushed the cock into Penny, and Penny's scream echoed through the house. Carol drove the artificial penis deeper into her friend, until when she pulled it out, she saw it slick with the honey her tongue craved. She ached to suck that cock and keep the moist cunt juice to herself, but she had been given an order, and now she did as she was told.

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