My Best Friend's Mom
Chapter 1

Caution: This Sex Story contains strong sexual content, including Fa/Fa, Consensual, Reluctant, Lesbian, First, Oral Sex, Sex Toys, Exhibitionism,

Desc: Sex Story: Chapter 1 - After catching her boyfriend cheating on her Jessica finds love with someone very unexpected.

It had started out as such a great day, I was only two seconds off my best time during swim practice, and my best time broke the school record for the 200-meter freestyle. After, Mrs. Welsh, my swim team coach, congratulated me on my time she sent me to the showers. "You'll have no problem against South Miami next week Jess," she said as she showed me my time on her stopwatch. I got out of my wet swimsuit and showered off. When I was done I wrapped myself in my big fluffy white towel and stepped into the locker room and went to my locker. When I got to my locker I dropped my towel and pulled out my fresh clothes. I caught a glimpse of myself in the floor to ceiling mirror and stopped to check myself out for a minute. Looking at my body no one would ever guess I was 18, at 4'11" I looked more like twelve year old with tits. I shaved off all my body hair so I could swim faster and with my 32A breasts there wasn't much to suggest I was actually an adult and not a preteen. My black hair hung wetly from my head and went just past my shoulders. I had the typical swimmer's build, in other words, zero body fat, but I also worked out a lot in the school gym so my body was well toned and had good muscle definition. I even have six pack abs, my pride and joy really. I loved to show them off with cropped shirts, and I even got my belly button pierced to draw more attention to them. My second best feature, in my opinion, was my bright blue eyes. Everyone is always telling me how pretty they are. I dried myself off and started getting dressed. I slipped on my black satin string bikini underwear and then I put on my black sports bra, it had a racer style back just like my swimsuit. After that I pulled on a pair of gray and blue striped track pants, the ones that button up the sides, and lastly I put on my navy blue school swim team t-shirt, I had it tied in the back of course so it would show off my abs, and finally, I put on a pair of white ankle socks and my sneakers before packing all my wet stuff into my bag and heading out.

I saw my boyfriend's car parked in the senior's parking lot and thought he was waiting for me, but when I got to his car and looked through the window I saw him with Emily Fernandez and they were going at it hot and heavy. I was devastated! I ran back to my own car before either of them saw me, and headed for the only place I could think of, my best friend Jenny's house. I parked my car in her driveway and with tears pouring down my face I walked to the front door and rang the doorbell. A minute or two later I heard the door being unlocked and Jenny's mother greeted me through the open door, "Oh! Hi Jessica. What's wrong?" she asked her voice full of concern.

"Hi, Ms. Tyler. Is Jenny home?" I asked between sniffles.

"No honey, I'm sorry. She just left to spend the weekend with her father about fifteen or twenty minutes ago," she said.

"O-o-oh, I forgot that was this weekend," I stammered and then exploded in tears again.

"Oh, Honey. Don't cry," she said trying to soothe me. "Why don't you come in and tell what's wrong? Maybe I can help," Ms Tyler suggested.

"N-no. I-its ok. I d-don't want to bother you," I stuttered through my sobs.

"Jessica you aren't a bother and never have been. Now come inside and tell all me about what's got you so upset."

I gave a defeated nod and tried to regain my composure while she stood aside to make room for me as I stepped through the doorway. As Ms. Tyler closed and locked the door behind me, I made my way to her family room. I was intimately familiar with her house because I had more or less spent half my life here ever since she and Jenny moved here our freshman year of high school. I sat down on her soft black leather couch and curled my legs under me. A couple of minutes later Ms. Tyler joined me in the family room with a couple of glasses of coke and ice.

"I thought you might like something to drink," she said as she handed me one of the glasses before sitting down on the couch next to me.

"Thank you," I said as I took the glass from her and then took a long sip to wash down my tears.

"Now, tell me what happened," she said as she gently pulled a lock of my long black hair from my face.

I took a deep breath to steady myself and then I told her, "After I left swim practice I caught Mark making out with Emily Fernandez in his car in the parking lot." I was proud of myself for not bursting into tears as recounted what happened for her.

"I see. Well that certainly explains why you're so upset," she said and pulled me into a deep hug. "I don't know why Mark would want to be with that hoochie when he already had you."

"He's been getting frustrated with me a lot lately because I won't let him get into my pants," I said matter of factly.

"Figures, guys always let their little head do the thinking for them when it comes to girls," Ms. Tyler said.

"I guess," I said half-heartedly.

"Do they know you saw them?" She asked.

"No, I don't think so," I told her.

"So what are you going to do about it?" Ms. Tyler asked.

"I'm going to dump his cheating ass," I said with a touch of venom.

"Good for you," Ms. Tyler said encouragingly.

"I guess. If I let him have sex with me he probably wouldn't have cheated on me though," I said despairingly.

"Bullshit! If he loved you he wouldn't have cheated on you. And if he didn't then he should've had enough respect for you and your relationship to be honest with you. He didn't have to cheat on you. You know that's why I divorced Jenny's father right?" she told me.

"Yeah. I don't know the details, just that he had an affair and that you divorced him," I said.

"I hired a private investigator after I found another woman's perfume on his clothes. It turned out that not only was he having sex with one of the girls he worked with, but he was also picking up women at bars and taking them to motels for sex," Ms. Tyler said.

"Oh wow. That's fucked up. I mean, that's messed up Ms. Tyler," I said.

"You were right the first time, it's fucked up. Anyway the P.I. gave me a tape that showed him having sex with about ten different women over a one month period. I knew things were going downhill with us for a long time, but I never thought he'd cheat on me like that. With one woman maybe. But with ten in a month? Never! And most of those women were one night stands, so God only knows how many women he'd fucked before I found out," She sighed. "Mark is just as big a fool as Dan was and still is."

"I'm sorry Ms. Tyler," I said.

"Don't be. That was a long time ago, and I've been better off ever since," she said with an encouraging smile.

"It's just that I thought he loved me!" I blurted out and without any warning I burst into tears again.

Ms. Tyler pulled me to her and hugged me tight to her body as she rubbed and patted my back doing her best to comfort me in my grief. She kissed me lightly on my forehead and softly said, "Shhhhh, it'll be ok." She repeated this over and over again kissing my forehead between each repetition. That's when it happened, that's when both of our lives changed, I looked up and was about to say something to her at the same time she was leaned down to give my forehead another kiss, but instead of kissing my forehead her lips met mine and we kissed each other. We both kinda froze right there in mid kiss, eyes wide open and staring at each other neither of us sure what to do. Her kiss was so soft and gentle, so unlike Mark's. Mark's kisses were rarely gentle. He always seemed like he was trying to force his tongue down my throat. I'm not really sure why I did it, but I closed my eyes, parted my lips and gently touched her lips with my tongue. Ms. Tyler moaned softly and opened her lips and met my tongue with hers. I'm not sure how long we kissed, but it was the best kiss I had ever had in my life. There was so much love and passion in the gentle caress of her tongue that I was swept away. When we finally came up for air I had totally forgotten about Mark and all I could think about was this beautiful woman who was holding me in her arms.

Ms. Tyler smiled down at me and said, "Well that was unexpected."

I just giggled in response. I was feeling too excited and giddy to actually speak. I had never felt like this with Mark or any other guy I had dated.

"Do you want to kiss some more?" Ms Tyler asked me softly. I just nodded because I was still overwhelmed by what was happening. All I really knew was that I didn't want it to stop yet. Ms. Tyler smiled one of the biggest smiles I had seen on her in a long, long time and then leaned down and started kissing me again. As I lips touched I felt her tongue dart between my lips and seek out my own tongue. Her tongue flicked and caressed mine as it darted in and out of our mouths. One of her hands started caressing up and down my back again. It felt like I was in heaven.

Without really realizing it Ms. Tyler and I had maneuvered so that I was lying on my back on the couch and she was lying on top of me supporting her weight with her arms. I wrapped my arms around her body and caressed my hands up and down her back as we made out right their on the sofa in her family room. Her kisses occasionally moved from my lips and mouth to the sides of my face and my neck. Every time she'd kiss me on the neck I would gasp softly, shudder with pleasure and get goose bumps. I guess that's one of my hot spots because I was also starting to get very turned on. It never did anything for me with Mark, but with Ms. Tyler it was just, WOW! My pussy was even getting wet as I felt her right hand move down my side from my shoulder to my hip and then back up again under my t-shirt towards my breast. That's when something else happened, I freaked out!

"Stop! Stop! This is happening too fast!" I said and I started pushing Ms. Tyler off me. As soon as she realized I was panicking Ms. Tyler stopped and sat up looking at me with concern in her eyes as I struggled to sit up too. "Jess..." she started to say, but I cut her off, "I'm sorry, I gotta go." I got off the couch and practically ran out of the house.

As soon as I got home I took a long hot shower, got some dinner and went to my room to think about everything that had happened to me today. Mark and I were done. That was for sure. I knew I didn't want anything else to do with him anymore. But what had really thrown me for a loop was what happened with Ms. Tyler. I wasn't sure how I felt about it. Every time I thought about her and what happened I felt, I felt ... I'm not sure how to describe just how she made me feel. Every sensation felt so strong, so incredible. Her body felt so warm and so very soft. I'm not sure why I freaked out. I guess it was a lot of things; she's my best friend's mom for one, she's old enough to be my mom for another, and oh yeah, she a woman and I'm not a lesbian.

After I fell asleep I spent the night having dreams of me and Ms. Tyler, specifically dreams of me and her making out, but this time I didn't stop her. This time things went a lot farther. In my dreams Ms. Tyler took me into her bedroom and made passionate love to me for hours and hours. When I woke up the next morning my t-shirt was soaked through with sweat and my panties were soaked through with my cum. My pussy, thighs and ass were soaked, there was a large wet spot on my bed under my thighs and ass, and my whole room smelled like sex. I had a wet dream about Ms. Tyler!! From the look, feel and smell of things I had a bunch of wet dreams about her!

I opened my bedroom window to try and air out the smell and then I hopped in the shower and washed the cum and sweat from my body. After I dried off from my shower I got dressed, grabbed a quick bite to eat and went to work. I'm glad I don't have a job that requires a lot of concentration, because I was very distracted by thoughts of what happened with Ms. Tyler the day before, and my dreams of what I secretly wanted happen. The internal struggle was driving me a little crazy and things didn't get any better by the time Monday rolled around.

When I walked into school with Jenny that morning Mark came walking up to me with his usual cocky grin on his face. "Hey babe. How was your weekend? I tried calling you but..." SMACK!

I cut him off with a slap to his face that was so hard it almost knocked him to the ground.

"What the fuck was that for?" he yelled obviously very confused. Jenny was surprised too. I told her what happened, but I didn't tell her what I was going to do. Of course that was probably because I didn't know myself until I saw him with his stupid fucking cocky ass grin like nothing had happened.

"You son of a bitch! I saw you and Emily in your car Friday after school! You and me are through!" I hollered at him.

The look of comprehension on his face was almost comical. But the best part was when Emily walked around the corner. "You lying piece of shit! You told me you two broke up!" Emily yelled accusingly.

"I-uh." It was obvious Mark was scrambling to come up with something to say, but before he got a chance Emily planted her foot hard between his legs and he dropped to the ground groaning in pain.

Emily turned to me and said, "I'm sorry Jessica. He really did tell me you guys had broken up. I may be a lot of things, but I'm not a boyfriend stealer."

"It's ok Emily. I wasn't mad at you in the first place. If he loved me he wouldn't cheated on me period," I said.

"Well I'm still sorry," she said.

I was about to tell her not to worry about it again when one of the teachers came walking down the hall to see what all the commotion was about. Of course we all scattered leaving Mark still rolling on the floor in pain. The fucker. He deserved it.

By lunch time the whole school had heard what happened and Emily and I were called to the office. "Alright girls, I want the whole story and I want it now." Mrs. Maxwell said sternly. Emily and I both started to say we didn't know what she was talking about when she interrupted us. "Just so you know before you start denying that you did anything Mark Thompson had to be taken to the hospital. He may have a ruptured testicle, and I have about a dozen witnesses that say you two were involved."

Emily and I told her the whole story about what had happened and why. And when we were done she just looked at us for a while before speaking. "Well if what you're telling me is true, then Mr. Thompson probably got what he deserved. I'm giving you each a week's detention and as long as neither Mark nor his parents press charges we'll leave it at that." "Yes Mrs. Maxwell," Emily and I said together.

"I want you to understand something girls. I can't condone what you two did, but maybe it'll make some of the other students think twice about cheating on their boyfriends or girlfriends. I don't want to see any replays of this incident, and I don't want to see either one of you in my office again for the rest of the year or I won't be so nice next time. Understand?"

"Yes Ma'am," Emily and I replied together.

"Good. Now get back to class," Mrs. Maxwell said.

Once we were out of the principal's office Emily and I went to our separate classes. Fortunately my next class was a free period that I shared with Jenny. I filled her in on what had happened in the principal's office. To say she was shocked would be a severe understatement. "Oh my god! I can't believe Emily busted his nut. Maybe we should get her to try out for the soccer team," Jenny said and we both busted out laughing.

The rest of the day went by pretty quickly, but I was still distracted by thoughts of Jenny's mom. Everyone could tell I was distracted, but they all put it down to what happened with Mark. Truth was I could really care less. He had gotten what he deserved in my opinion. Before I knew it I was sitting in detention with Emily and a couple of other kids. Emily and I sat together and talked quietly. "I'm sorry," she said. "It's ok Emily. Really I'm not mad at you," I reassured her. "Well if it makes you feel any better we never had sex," she said. The look I gave her was a mixture of I don't care and I don't really believe you. "I'm serious. We were going to, but he came in my hand before I could even get his dick in my pussy and then he couldn't get it back up."

"Well I guess it's a good thing I didn't give it up to him. It would have sucked to have that happen my first time," I said.

"Yeah it would. I got lucky my first time. It was with an older guy who knew what he was doing," she said.

"I know this is none of my business. But how many guys have you been with?" I asked curiously.

"I'm not really sure anymore. Around forty or fifty I guess," she said.

"Wow." I'm not sure if I was surprised that she had been with so many guys or if I t was because I had thought she had been with even more. Then a thought occurred to me, "Emily have you ever been with another girl before?"

She looked at me curiously for a couple of seconds and then said, "Yeah once or twice. Why?"

"Just curious," I said.

She looked at me with a look that plainly said she knew there was more to it then that. "I ... well there's someone that I'm kinda interested in, but I'm just not sure. I've never been with another girl before," I admitted truthfully, surprising myself with my own words. It was obvious by the look on her face that I had taken Emily by surprise too. "Please don't tell anyone," I pleaded.

"Your secret's safe with me," she said with a reassuring smile.

"Thanks," I said relieved.

"Alright you can leave," the detention teacher announced.

"Look if you ever want to talk about it I'll be here all week," Emily said with a grin. I chuckled and thanked her as we left the room.

I spent the rest of the week in detention with Emily, but we didn't discuss sex anymore until Friday. I was still tortured by visions of what could have been with Ms. Tyler. Thoughts of her would intrude on my mind for no reason. I would be doing something and then, BAM! There was Ms. Tyler kissing and caressing me again I could see every detail of her body like she was standing right there in front of me, her honey blonde hair that fell loosely to the middle of her back. Her sparkling green eyes, her full and oh so soft lips and her small but firm 34B breasts, (I knew this because Jenny and I had gone clothes shopping with her a lot.) she kept herself in good shape and her body was slim and trim at 5'3" and 110 pounds. I couldn't stop thinking about her no matter what I was doing it was like she was there in the back of my mind.

By the time Friday rolled around I knew something had to give or I'd just go completely nuts, so I decided to talk to Emily while we were in detention that afternoon. When I got to detention at the end of the day I took my normal seat right next to Emily. "Hi Em," I said.

"Hey Jess. You ready for your swim meet later?" she said.

Not wanting to sound over confident I said, "Yeah, I think I'll do good."

"Well good luck," she said.

"Thanks," I said and then I took a deep breath and steeled myself for what I was going to say next. "Um, remember when you said we could talk about what it's like to be with another girl the other day?" I said tentatively.

"Yeeeaaah," Emily said as if she was trying to coax what I was trying to say out of me.

"Well I'd to talk about it if the offer's still open," I said.

"Sure. What do you want to know?" she said in a way that sounded like I was asking her how to cook a dinner or something.

"What its like I guess. Is it better then it is with a boy? How do you like it?" I asked trying not to show how eager I was for the answers.

"Well, I like it a lot. In a lot of ways, sex with a girl is better then sex with a boy because another girl has a lot better idea of what you're going to like because she knows what she likes. I think girls are also more into pleasing each other. Most guys our age just care about getting off. The ones who take the time to do it right are few and far between. And when you're with another girl it's a more sensual feeling. The only thing a girl doesn't have is a dick, and no dildo, finger or tongue is ever gonna make up for that." Emily explained.

"Hmmm," I said nodding my head as I took in what she said.

"Is there anything else you want to know?" Emily asked.

"There's a lot more I want to know, but I don't think we have time for all that," I said light heartedly. Emily just smiled at me. "But I would like your opinion on something though," I said.

"Sure." She replied.

"Well this girl I like is related to one of my really close friends and I'm not sure what to do. I don't want to ruin our friendship, but I can't stop thinking about this woman," I said.

"I see. Well if she's really your friend she'll want you to be happy. But I can see where there'd be problems. They might look at it like you made their relative a lesbian or something. Which is total bullshit, nobody can make you be a lesbian or bisexual, but they can open your eyes and mind to what you already are. If it were me, I'd go for it and just hope my friend would understand." Emily said.

I didn't say anything; I just nodded my head while I thought about what she said and the future of my friendship with Jenny if I got together with her mom.

"Alright, time to go. Have a good weekend everyone," The detention teacher said.

A couple of hours later I was in the girl's locker room changing into my swimsuit. I put Jenny and her mom out of my mind as best I could and tried to focus on the task at hand, wining my race. Before I knew it I was on my platform crouched and ready to spring forward into the water at the sound of the gun. BANG! And I was off! I barely felt myself hit the water, it was more like it just enveloped me as I glided under the surface and came up stroking as soon as I broke the surface. I wasn't even aware of the other girls in the pool with me; I was just focused on getting from one end of the pool to the other as fast as I could. Before I knew it I was slapping the edge of the pool and had my hand raised in the air. My time, 1:53.98! A new record! My teammates swarmed me in a group hug. And when they finally let me go Mrs. Welsh waved me over to where she was talking to a man I had never seen before.

"Jessica, this is Mr. Gibbs, he's with U.M. and he wants to talk to you," She told me.

It turns out Mr. Gibbs had heard about a girl from my school who broke the school record for the 200 meter freestyle and wanted to check me out. He told me he was going to recommend me for a full swimming scholarship to the University of Miami and that I should expect to receive a packet in the mail with all the details, and that someone would call me in about a week to set up an appointment for a recruiter to come and talk to me and my parents. I was so excited, I thanked him and than ran off to the showers. As soon as I was showered and changed, I got in my car and took off for Jenny's house, I had to tell her. U.M. was my first choice for colleges. I was so excited! I sped all the way to her house before coming to a screeching stop in her driveway and running up to the door. I rang the doorbell impatiently, ding-dong ... ding-dong-ding-dong-ding-dong.

"Alright, alright, I'm coming already," I heard Ms. Tyler call out from inside the house.

"Oh Jessica, its you. What's up? You look pretty excited," she said inquisitively.

"Is Jenny here? I just got some awesome news and I gotta tell her!" I gushed.

"I'm sorry honey. She's with her father again this weekend," she said. And when I looked at her in confusion she explained, "He's going out of town next week and won't be able to take her so she's staying with him this weekend instead."

"Oh yeah, she said something about that," I said slightly downhearted.

"Well you can always tell me the news if you want," she said.

I looked at her for a second and then flashed a beaming smile, which she instantly returned, and I told her all about the scout from U. M. and how he told me he was recommending me for a full scholarship.

"Oh my God Jess, that's great!" Ms. Tyler said and we automatically hugged each other. As we hugged I suddenly became aware of who it was I was hugging and the fact that her breasts were tightly pressed against my body just like mine were squashed against hers. As we pulled apart I looked into her eyes and I saw more than just the excitement derived from my good news, I saw desire, lust and I think love. Then with out warning, without thinking about it I kissed her. Right there in her open front door of her house I kissed her, our tongues darting in and out of each other's mouth and entwining in a dance of love and passion.

When I finally pulled away I looked Ms. Tyler in the eyes again, seeing surprise and a touch of confusion mixed with the same desire, and lust I had seen before and I said softly, "Why don't we continue this inside?"

Ms. Tyler just smiled and stepped aside so I could enter. I turned around to face her again as she closed and locked the door. When she turned around to face me once again I practically leaped on her and began kissing her even more passionately than I had just moments before. The burning desire I had been feeling for this woman over the last week exploded out of control. I knew I had to be with her, I had to give myself to her or I'd go crazy.

Ms. Tyler's arms were caressing my back rubbing up and down, I could tell she was trying to take things slow because she was afraid I'd freak out again, but I knew what I wanted this time. I reached down and took the hem of her shirt in my hands and quickly lifted her shirt over her head and tossed it to the side where I landed on the floor. Now this gorgeous woman, Gods testament to beauty was standing before me in just her lacy red bra and a pair of khaki shorts, even her feet were bare. She quickly returned the favor and left me in just my black sports bra and sweat pants. After that she took the lead and reaching behind her back she released the clasp to her bra and let it fall down her arms to land on the floor at our feet, and then she slowly moved closer to me and began kissing and nibbling on my neck while her hands caressed up and down the sides of my body. I shuddered with pleasure and moaned softly feeling the warmth of her body lightly pressing against mine as she continued kissing my neck occasionally moving down to my shoulder before returning to my neck once again. I could feel my pussy practically flooding with my arousal. Then I felt Ms. Tyler's hands grasp the bottom of my sports bra and slowly lift it up and over my and then she tossed it to the floor. Now we were both standing topless right there in the entrance foyer of her house.

"Why don't we take this some place more comfortable?" She suggested in a soft voice. I nodded my agreement and she took my hand and led me to her bedroom.

As we entered her bedroom, Ms. Tyler let go of my hand and slid her shorts down her legs and then stepped out of them revealing her red thong and then she looked at me somewhat expectantly. It took me a second to get the hint, and I blushed as I slid my sweat pants down my legs and then stepped out of them revealing my black boy-cut underwear to her. She smiled and said, "Those look pretty sexy on you Jessica."

I smiled and blushed. "They're not as sexy as yours though Ms. Tyler," I replied.

"I don't know about that. And please call me Kelly." She replied.

I smiled brightly and said, "Ok ... Kelly."

Kelly smiled back at me before lying down on her large queen sized bed and patted the space beside her on the mattress. Feeling so nervous that it felt like I was about to have kittens I climbed on the bed and laid down next to her. Kelly turned on her side so she was facing me and then brought her lips to mine taking up where we had left off in the foyer. Before I knew it we were locked in a passionate embrace our tongues playing tag in our mouths. Before long, Kelly was leaning over me and was kissing down my neck attacking the erogenous zone she had discovered a week ago.

"Ohhhhh." I leaned my head back and moaned as Kelly worked her magic on me. I could feel her breasts rubbing against my body her hard nipples trailing across my skin each time she shifted her position as we made out. That's when something else happened that I had never experienced, she kissed down my body to my breasts and began licking, sucking, and nibbling on my rock hard nipples. I went into orbit! I actually had a small orgasm just from her using her mouth on my nipples. I'm not even sure how to describe it. First she trailed her soft lips over my nipples, which had been hard since we first started kissing in her doorway, and then I felt a hot moist feeling that was nothing short of magical as she sucked my left nipple into her mouth and flicked it with the tip of her tongue. Of course she didn't abandon my other nipple, I felt the fingers of her left hand on my right nipple. As she used her mouth on the left side her fingers pinched pulled and twisted the nipple on my right side. Kelly switched nipples and used her mouth on my right nipple and her fingers on my left. Before long I arched my back and moaned more loudly as my mini orgasm pulsed through my body. "Ahhhhhh!"

I was panting shallowly as I felt Kelly kiss and lick between my tits and down to my belly. "God Jessica you have such a sexy belly," she said breathily before going back to kissing and licking her way down my body. When she got to my belly button she used her tongue to play with my belly button ring with its dangling cherry charm. As she played with my piercing I felt her fingers hook in the waistband of my underwear and start pulling down. I lifted my hips off the bed to help her and she slid them down my legs and threw them off into a corner of the bedroom somewhere and continued kissing and licking downwards. Kelly licked around the outer lips of my pussy torturing me with pleasure. I guess she couldn't wait to taste me because I felt her tongue lick up my partially open slit from bottom to top, stopping just below my clit. Kelly ran her tongue up and down my slit a few more times. And then she did it; she flicked her tongue ever so lightly over my engorged clit. "Oh my God! Oh yes! Don't stop! Please God don't stop! That feels so good!" I cried out as I threw my head back and grabbed onto the sheets with a white knuckled grip. As Kelly licked and flicked my clit with her tongue my hips started pumping up and down on their own. I could feel my orgasm building as Kelly kept licking my clit, it felt like and electrical surge that started in my toes and slowly spread throughout my entire body until it reached the point of overload and exploded with the force of a volcano.

"AHHHHHHHHHH! OHHHHHHHHHH!" I screamed at the top of my lungs as I grabbed the back of Kelly's head in my hands and mashed her face tightly to my pussy at the same time my strong legs clamped around the sides of her head like a vice. My entire body arched off the bed so that only my feet and shoulders were left touching the mattress. Kelly kept gently licking and sucking on my clit the entire time, when I came down from my orgasmic high and released my hold on Kelly's head she gasped for air and started panting heavily. I was surprised but greatly relieved that I hadn't either broken her neck or suffocated her during my orgasm.

"Oh my god Kelly, that was so incredible! I have never even come close to cumming like that before," I said in total amazement.

Kelly's smile was bright enough to light up a football stadium as she moved up to lie beside me on the bed and said, "I'm glad I could do that for you."

"Me too," I said emphatically. And we both laughed. "Do you want me to do that to you too? I don't know if I can do it as good as you did," I said.

"I would love it if you did that to me baby. Don't worry about how well you do, sex is like pizza, even when it's bad it's good," Kelly said reassuringly. And, if you're not that good, we'll just have to keep practicing until you are," she said devilishly when she saw that I was still apprehensive.

"Ok," I said still very nervous about what I was going to do and how well I'd be able to do it.

"Jessica honey, just do what comes naturally and go with the flow and you'll do just fine. I promise," she said as she stroked the side of my face softly.

I smiled at her nervously and we moved into a kiss. At first it was a soft tender kiss that slowly became more urgent and passionate. As my blood started pumping and my lust built my nervousness melted away. I maneuvered myself so that I was partially on top of Kelly as we made out. Before long I was nibbling on her ear kissing down her neck as she moaned softly.

"Oh yes. Jessica that feels so good. You're doing great baby," Kelly said in hushed tones.

Encouraged I kissed down to her breasts and started licking and sucking on first one nipple and then the other.

"Yes baby. Oh that feels so good, suck my tits baby," Kelly said as she began running the fingers of both her hands through my hair. "Use your hand to play with the one you're not sucking," she said.

As I sucked, licked and nibbled on one nipple I brought my hand up and used it to tease Kelly's free nipple. In seconds both of Kelly's nipples were hard as rocks and she was moaning softly. After nursing on Kelly's nipples and teasing them for awhile, I started planting soft kisses down her body until I got to the top her red thong. I sat up on my knees and I hooked my fingers in the waistband and Kelly lifted her hips off the bed and I slipped her panties off and threw them off to the side somewhere. That's when I got my first look at Kelly's gorgeous pussy. It was shaved bald except for a narrow strip of blonde hair at the top that was about the width of my index finger. Her vaginal lips were swollen and parted slightly, and her wetness glistened in the soft light that filtered in through the bedroom window.

I most have zoned out as I looked at her pussy, because I heard Kelly speaking to me softly, "Jessica honey? Jessica?" I looked at her dully and she asked, "Are you ok baby?"

I shook my head slightly to clear it. I grinned guiltily and I was blushing fiercely as I stammered, "I'm sorry. It's just that ... well you're so sexy and your pussy is just ... well gorgeous."

"That's ok baby take your time," she said patiently.

I gave her a slight smile of thanks and reached out and gently caressed her pussy with my hand. "Mmmmmmm." She moaned as my hand moved over her over excited pussy. And then as if I was in a trance I maneuvered so that I was lying on my stomach between her legs and very tentatively stuck out my tongue and brought it to her pussy for the first time. I don't know how to describe how she tasted or how it felt to lick her pussy for the first time, but it was incredible. She had the slightest smell that just seemed to inflame my senses and fuel my passion. Her taste was sweet with the tiniest hint of tartness. It was the perfect blend. I licked my tongue up and down her wet slit enjoying her taste, and then I pushed my tongue as deep inside her pussy as I could. What a feeling! And from the moans Kelly was emitting and her encouraging hands on the back of my head I knew I was doing something right. I started moaning myself as I explored Kelly's now sopping wet pussy with my tongue. I was determined to please her as my tongue searched out and caressed every nook and cranny of her pussy.

"Ohhhhhhhhh," Kelly moaned as she leaned her head back and closed her eyes.

I enjoyed tongue fucking Kelly's pussy. I never thought a woman's pussy would taste this good, or that I'd like eating out another woman so much, but I was eating Kelly's pussy like I was at an all you can eat buffet and I hadn't eaten for days. "Mmmm, mmmm, mmmm," I moaned as ate her out. And Kelly was definitely enjoying my eagerness.

Then I decided to work her clit. I very lightly dragged my tongue over Kelly's swollen and erect clit. "OHHHHHHH GAWD!" Kelly screamed in pleasure as she mashed my face against her pussy.

With that kind of encouragement I got down to some serious clit licking and sucking. First I moved my tongue around her clit in a clockwise circle, and then after about a dozen laps I switched to counter-clockwise circles. Kelly was going crazy, moaning loudly and writhing her body all over the place. I changed my circling licks to up and down swipes. What really sent her over the edge was when I sucked her clit in and out of my mouth almost like I was giving it a blowjob. On every inward suck I flicked the tip of my tongue over her clit. It was Kelly's turn to go into orbit. I felt her clit start to throb and twitch between my lips, and then she balled up her firsts in my hair pulling on it painfully and screamed at the top of her lungs.


Kelly thrashed wildly on the bed and clamped her thighs tight around my head while at the same time she was holding my face so tight against her pussy that I could hardly breathe. I didn't stop licking for a second though. I was still determined to do my best to make Kelly cum like I had. As she came her pussy flooded with her cum juice and soaked my face. Kelly seemed to cum forever, but when it was finally over and she weakly pushed my face away from her pussy pleading in a soft whisper, "No more. I can't take anymore."

I sat up on my knees between Kelly's wide spayed legs and grinned from ear to ear. My face was shiny and wet from my nose to my chin from her juices. Kelly was lying limp and exhausted on the bed panting shallowly as she tried to recover. She patted the space on the bed next to her and said softly, "Come lay down next to me baby."

I laid down next to Kelly and we cuddled and snuggled occasionally giving each other a soft kiss on the lips as we basked in our post sex euphoria. "I love you." I'm not sure why I said it, but I know I meant it with every fiber of my soul. Kelly looked at me for a second, smiled and said, "I love you to." I beamed back at her. We gave each other another quick kiss and lay there smiling happily at each other. After awhile Kelly stopped smiling and looked like she was thinking about something for a few minutes before making up her mind and nodding to herself. "Jessica would you like to be my girlfriend?" she asked.

I was shocked and surprised. I hadn't expected this but almost immediately I eagerly said, "Yes of course. I'd love it!"

We both grinned broadly at each other and Kelly pulled me tight to her body and hugged me fiercely. I had never ever felt so loved in my life. Not by Mark, or any of my friends, not even with my parents. I knew my parents loved me, but this was waaaaay different.

"You should call your parents and let them know you'll be spending the weekend here," Kelly said.

"Ok," I replied and I picked up the phone on the nightstand next to the bed and called my parents and let them know I'd be spending the night over Jenny's. This being nothing new to them, they had no problem with it and told me to have a good time. It wasn't until I hung up the phone that I realized what had happened, Kelly knew without asking that I wanted to spend the weekend with her. We cuddled and kissed some more before we fell asleep wrapped in each other's arms and smiling.

The next morning after showering we were eating breakfast and Kelly surprised me by saying, "I think we need to celebrate, I'm taking you shopping."

"You don't have to do that," I said.

"Jessica honey, I know I don't have to, I want to," Kelly replied.

"Alright," I said cheerful at the thought of doing some shopping.

After we finished eating, I borrowed some of Jenny's clothes to wear to the mall since all I had were my sweats and my school clothes, and I didn't want to wear either of those. Like most girls Jenny and I were always borrowing each other's clothes so I knew she wouldn't mind. I picked out a red spaghetti strapped halter and a pair of tight blue denim capri pants with my own white cross-trainers completing the outfit. I wasn't wearing a bra or panties, or even socks for that matter. When I met Kelly in the hallway, she was wearing a light blue sleeveless shirt, a pair of white denim shorts, and a pair of light brown sandals.

"Ready?" Kelly asked.

"Yep," I replied.

"Good. Let's hit the mall," she said.

We took her car, a brand new silver Honda Accord with tinted windows, which was a lot nicer than my 5 year old Toyota Camry. Kelly and I chatted as she drove and it didn't seem to take very long for us to get to the mall. The worst part of course was trying to find a parking space once we got there. When we finally found one we grabbed it. I was pleasantly surprised when Kelly leaned over and gave me a quick kiss on the lips before we got out of the car. She surprised me again by taking my hand in hers as we walked through the parking lot and into the mall. I love this mall because it's full of outlet and specialty stores. You can always find some good bargains.

The first store Kelly took me to was a trendy fashion store. We didn't find anything either of us liked so we moved on the next store. There Kelly picked out a few tops, skirts and some pants for me to try on. When we got to the changing room she discovered that I wasn't wearing any underwear. Kelly didn't say anything as I stripped out of my borrowed clothes revealing my naked body to her; she just raised a questioning eyebrow.

"I don't mind borrowing Jen's clothes, but her underwear is another story," I explained.

"That just means we'll have to buy you some to keep at my house," Kelly said grinning devilishly.

After trying on all the clothes Kelly had picked out for me, we decided on which ones we were going to keep and which ones we were going to put back. I started putting back on the clothes I had barrowed from Jenny's closet when Kelly stopped me.

"Wait. Don't get dressed yet," she said.

"Why not?" I asked curiously.

"Because we're not done here yet," Kelly said.

I was confused and the look on my face clearly said as much. After all, here I was standing totally naked in a store dressing room with my brand new girlfriend who just happens to be my best friend's mother and she's telling me not to put my clothes back on.

"Put your foot on the seat," Kelly said.

I did as I was told and lifted my foot to the small built in bench of the small dressing room. As soon as I did this Kelly smiled at me and dropped to her knees right in front of me. Before I even had time to register what was going on I felt her lips and tongue on my clit and gasped loudly in surprise and pleasure, but Kelly didn't stop for a second.

I knew there was at least half a dozen people just on the other side of the all to thin door of our dressing room and if I got too loud they would know immediately what was happening so I did my best to keep the noise down but it was hard.

"Oh god Kelly that feels so good, but we can't do it here. What if we get caught?" I whispered urgently.

"Mmmm. Then keep your voice down and hope I make you cum quickly then baby," She purred wickedly.

I pushed my shoulders tight into the corner of the dressing room walls and braced myself with my arms as Kelly continued to go down on me. I had my mouth open and I was breathing in shallow rapid breaths as her tongue worked its wicked magic on my clit. I don't know if it was that Kelly was just so good at what she was doing or if it was the fact that she was doing it in such a public place and the risk of getting caught was so high, but in no time at all I felt my eyes roll back in my head and I let out a shuddering breath as my orgasm rolled through my body. Kelly didn't stop her ministrations to my clit for a second, but she licked me ever so gently as I came right there in the dressing room. When my orgasm finally died away Kelly pulled away from my body and stood in front of me, and then leaned forward to whisper in my ear, "Now you can get dressed baby."

I had to sit down on the small bench as I dressed myself again because my orgasm had left me momentarily weakened. As I was getting dressed Kelly took a wet wipe from her purse and wiped her face clean of my juices and then dried her face with a tissue. Once were had made ourselves presentable Kelly and I left the dressing room, paid for the clothes we wanted and left the store in search of more shopping.

A few stores down we spotted a great top in one of the window displays and went inside to check it out. We found the top we had seen, and they even had it in my size. Kelly came in with me as I tried it on in the dressing room. I didn't think Kelly would do anything this time because unlike the last dressing room whose door went all the way to the floor this one's door had about a foot and a half gap between the floor and the bottom of the door. I pulled my top off and tried on the top we had spotted in the window. As I looked in the mirror I saw how great the lacey black silk cami looked great on me.

"That top looks so sexy on you baby," Kelly said softly into my ear as she stood behind me caressed the tops of my shoulders gently. I smiled back at her through mirror. Then her hands slid down my arms and I saw the mischievous gleam in her eyes and then her hands slid under the cami and up to my tits and she started playing with my nipples.

"Kelly we'll get caught!" I whispered pleadingly.

I saw Kelly's reflection grinning devilishly at me in the mirror as one of her hands left my tits and slid down the front of my body to the waistband of my pants where she opened the snap and slid down the zipper.

"Kelly!" I whispered urgently. Her eyes sparkled wickedly at me as she grinned at me again as her hand dipped inside the front of my pants.

"Ohhhhhh," I moaned softly as Kelly hand caressed my pussy.

"That's my sexy girl. Cum for me baby," Kelly said in a sultry whisper right next to my ear. The feeling of her hot breath on the side of my face turned me on even more.

Kelly's fingers found my clit almost instantly and she started rubbing her fingers over it. I leaned my head back and rested it on Kelly's shoulder as she strummed her fingers over my hard clit. It only took a few minutes before I had to grit my teeth as I arched my body and came right there in a store dressing room for the second time in a day. After my orgasm passed I collapsed back into Kelly for a few seconds while I recovered.

"Did you like that baby?" Kelly whispered in my ear.

"Y-yes," I stammered.

"Good. Now lets go pay for this top, we've got a lot more shopping to do today," Kelly said as she grinned at me again.

Every time we went into a dressing room to try on some clothes Kelly either ate me out or fingered me until I came for her. Before we knew it, it was lunchtime and we were both starving so we went to the food court and got some lunch. As we ate I asked Kelly, "Do you think I could pick out an outfit for you?"

"Of course. In fact I think that's a great idea. Why don't you pick me out two outfits, one for when we go out tonight and another for after we get back home," she said as she grinned at me.

"Cool," I said and grinned back at her. "So where are we going to go next?" I asked.

"Well, all you really need now is a swimsuit for my place and some underwear, and I know a few stores that'll be perfect for that. Then we'll go shopping for that stuff you want to get me," Kelly said.

"Sounds like a plan to me," I agreed.

After lunch Kelly took me to some underwear stores she knew of and bought me several different types of bras, demi cups, push ups, shelf bras, and they were all either lacey or silky or both. Then she picked out a bunch of underwear for me, she got me some lacey boy cut briefs in different colors, some lacey booty shorts, thongs, g-strings and several sheer panties in different cuts and colors and a few matching sets of bars and panties.

"Since you can't try these on here you'll have to model them for me later," Kelly said.

I just smiled at her and said, "It'll be my pleasure."

When we were done with underwear Kelly took me to this store that sold very sexy swimsuits. Kelly browsed through the racks occasionally holding a swimsuit up against my body trying to judge if the color or cut would look good on me. This was the longest we spent in any one store all day, but Kelly finally picked out two swimsuits she really liked for me. The first was a lycra sideless g-string, it was basically a V of fabric that started at my crotch, went over my shoulders and made a V down the back and between my ass. The other suit she bought me was a bright red one-piece suit with a front that plunged almost indecently low and was connected by thin clear strapping and a thong back that was attached the front by a string at the waist. The top also tied behind my neck. This suit was basically a thicker version of the other one. When I mentioned this to Kelly he response was, "Well you have to have something to wear in the pool when Jen's around, but I still want you to look sexy too." It made sense to me so we bought the swimsuits and it was my turn to do some shopping for Kelly.

It didn't take long for me to find an outfit for Kelly. I found a sexy black tank dress for her that hugged her body perfectly the bottom hem only came down to the middle of her thigh, just long enough to be decent. While we were at that shop she found me a sexy little black dress for me too. It was a lot like hers except that the top criss-crossed and showed off my stomach muscles perfectly. While we were there Kelly also bought me a pair of four inch black heels to go with my dress. And of course we had sex in the dressing room again.

At the last store of the day I got Kelly a white stretch lace teddy with a sexy strappy thong back and sides. Kelly thought the outfit was so sexy she bought one for me in black; Kelly says with my tan I look really sexy in black. We walked back to Kelly's car with our arms loaded with bags from all the stores we bought stuff from. When we got to her car we put everything in the trunk, kissed each other and got in the car and kissed again. As Kelly drove us back to her house she reached over, undid my pants and had her hand down them and working my clit in no time. I lifted my butt off the seat and slid my pants down to my thighs to make it easier for her and then I just leaned my head back against the seat, closed my eyes and let her work her magic.

"Ohhhhh, Ohhhhhh. Kelly that feels so good," I moaned.

Kelly's fingers rubbed circles over my hard little clit first one way and then the other. Then she would rub her fingers up and down over my clit before going back to circles again, and then side to side. She repeated this over and over again making me cum three times before we pulled into the driveway at her house. I lay there in my seat panting and covered in sweat as she turned off the car. "You're so sexy baby," Kelly said with a huge smile on her face.

"Thanks," I replied breathlessly as I pulled my pants back on and did them up.

We got out of the car and took our purchases inside to Kelly's bedroom. And we both hopped into the shower. Thankfully Kelly took mercy on me and let me wash myself without her trying to make me cum again. I think she knew if she did I'd be too worn out for whatever it was she had planned for later tonight, so we took a peaceful shower together and got dressed in our new sexy black dresses. Neither one of us wore a bra, but we both put on a pair of skimpy sheer black thong panties and Kelly rolled on pair of thigh high lace topped stockings.

"Do I get a pair of those to wear too?" I asked.

"Honey with your tan you don't need them," Kelly assured me.

I blushed at her complement as we both slipped on our high heels and got ready to leave.

Kelly took me to a nice restaurant where we ate dinner and talked more about my plans for college. As we ate I felt Kelly's stocking clad foot rub against my thigh and my eyes widened in surprise. This woman was insatiable! Before long her foot had moved up my thigh and was nestled squarely between my legs and was gently massaging my pussy through my panties. I'm not sure if I was thankful or disappointed that we finished our dinner relatively quickly. As we got up to leave I noticed a wet spot where I had been sitting and blushed deeply. When Kelly saw what was making my blush so much she just grinned wickedly at me and said, "Come on lover its time to get you home."

We left the restaurant, got back in her car and she drove us back to her place. Once we were inside Kelly turned to me and said, "Wait here for a few minutes baby, I have something special planned for you tonight and I want to get it all set up."

"Ah-ok," I replied.

Kelly gave me a quick kiss on the lips and said, "I'll be back in a couple of minutes." And then she dashed off to the bedroom.

I sat down in the kitchen and got a bottle of water from the fridge to drink while I waited and tried to figure out what Kelly was setting up for me. About 15 minutes later Kelly found me in the kitchen and said, "C'mon sexy."

I got up and followed her to the bedroom. She had closed the door so I couldn't see inside.

"I want you to close your eyes and let me guide you into the room," Kelly said.

I didn't answer; I just closed my eyes and held my hands out for her, I trusted her completely. Kelly took my hands in hers opened the bedroom door and slowly led me inside her bedroom and closed the door behind us.

"Ok you can open your eyes now," she said as she moved to stand beside me.

I opened my eyes and took in what Kelly had done. The lights were out but the room was lit by several softly flickering candles she had placed around the room and she and turned down the bed. It all looked so romantic to me that I was just blown away.

"Kelly ... I-I ... I just don't know what to say," I stammered.

"I would have liked to have done more, but I wasn't expecting all this to happen this weekend," Kelly said.

"It's wonderful Kelly. But what's it for?" I asked. I was so blown away by everything that had happened so far this weekend that my mind was refusing to work right and put two and two together.

"I-I thought ... I was hoping you'd let ... that you'd give me your virginity tonight," Kelly stammered. It was obvious by the look on her face and the tone of her voice that she was wondering if she had gone too far.

I looked around them for a minute or two before I turned to her and with a big smile on my face I said, "There's no one else I'd rather give it to."

Kelly smiled back and me and we embraced each other in a tight hug and then we kissed the long and passionate kiss of two people deeply in love with each other. When we finally broke apart a few minutes, days, weeks later Kelly slowly and sensually undressed me. She squatted in front of me, put her hands on my thighs and slowly slid them upwards as stood taking my dress with them and lifting it over my head and off my body and then tossing it off to the side. She smiled naughtily at me as I stood there in just my panties and a pair of heels. Now Kelly put her hands gently on my shoulders and slid them down my arms to my waist and where she hooked her fingers in the waistband of my panties and began sliding them down my legs as she slowly squatted down before me once again. As she slid the waist band past my hips and down my firm thighs the crotch stuck to my wet pussy for a second before finally pulling free trailing a string of my sticky wetness for a few inches before it snapped and stuck to my thigh. Kelly licked her lips provocatively as she kept pulling them downwards until they landed in a pool at my feet.

Kelly gently guided me backwards until my legs were against the bed and then she pushed gently on my body silently telling me to sit on the bed and I did. Kelly lifted my legs up and held them parallel to the floor as she took off my heels sultrily kissing my feet and calves as she did.

"Lay back on the bed baby," Kelly said softly

I climbed back onto the bed laying down in the center of it and waiting anxiously for what was going to happen next. Kelly stood up and walked over to her large walk-in closet and disappeared inside for a few minutes. When she came back out she was naked except for a very sexy looking strap-on. When Kelly saw my look of surprise and ... delight she turned from side to side modeling the strap-on and harness for even turning a full circle.

"Pretty sexy don't ya think?" She asked playfully.

"Yeah, and that strap-on's not bad either," I replied just as playfully.

It was sexy, it was black velvet with a raised swirl pattern on it and the back laced up like a corset. The straps went around the waist and thighs leaving her pussy and ass available for my pleasure.

When she was done posing for me Kelly walked to the edge of the bed, climbed on top of it and then crawled cat-like between my legs. As her head came level with my knees Kelly leaned down and planted soft kisses on the inside of my left knee and started working her way upwards. It tickled a little bit, but it also sent shivers up and down my spine. When she reached the top of my thigh where it joined to my hip she gave it a long swipe with her tongue and then kissed her way over to my belly button where she flicked and twirled her tongue playing with my cherry charm before moving downwards again. It was driving me crazy! I wanted Kelly so bad I couldn't stand it! But she kept teasing me with those little kisses and licks! She dragged her tongue agonizingly slowly up the centerline of my abs. When she reached the top of my abs Kelly went back to giving me soft little kisses as she made her way up my body and between my breasts. She licked over to my right nipple, circling around my areola first in one direction, and then the other teasing me again.

"Urrrggghhhh," I moaned in frustration.

Kelly looked me in the eyes without ever stopping what she was doing, grinned and quickly sucked my nipple into her mouth.

"Ohhhhhh!" I moaned in absolute pleasure as she sucked on my nipple and flicked her tongue over my hard little nubbin and occasionally nibbling on it with her teeth. Kelly didn't neglect my left nipple either, I felt her fingers trace lightly over my body until they found my achingly hard knob waiting to receive some attention of its own. Her fingers pinched, twisted and pulled my nipple. It felt so good, but it was only adding to my desire for her to fuck me and give me an incredible orgasm. My pussy was turning into a sloppy wet mess from the foreplay and my desire Kelly. She moved her mouth to my left nipple and used her fingers on my right. Oh god I wanted her! I wanted her so fucking bad!

"Please Kelly make love to me already I need you so bad I can't stand it anymore," I begged practically crying with my need for her.

"Shhhh baby. I just want to make it the best I can for you. Are you sure you're ready?" Kelly said.

"Yes! Oh God yes Kelly! Please!" I pleaded.

Kelly kissed me on the forehead and said, "Alright baby." And then holding herself up with one hand she reached down between her legs with the other, took the dildo in her hand and guided it to my hungry pussy.

"Ummmmm," I moaned as Kelly rubbed the head of the dildo over my pussy lubricating it and lining it up with my hole.

"Ready?" Kelly asked softly.

I nodded my head and then I felt the head of the dildo press into my pussy. It hadn't gone far when it hit my hymen. Kelly pulled the dildo back a little and then pushed it forward hard and fast. The dildo ripped through my cherry and was half buried in me as I winced in pain. "Sssssst!"

Kelly froze. There was a look of concern on her face as she asked, "Are you alright? Do you want me to stop?"

I took a few deep breaths and said, "Yeah. Yeah I'm ok, just give me a sec."

Kelly waited patiently for me to adjust and after a minute or two I nodded and said, "Ok I'm ready."

Kelly slowly pulled the dildo back so that just the head was inside me before easing back and forth in my pussy pushing a little more of it inside me with each thrust. The slow easy thrusts Kelly was using on me started feeling good almost immediately and I started moaning softly. "Ohhhhh, ohhhh."

Kelly started slowly increasing how hard and fast she was pumping me with the dildo. Before long she was slamming the entire length of the dildo in and out of my pussy so hard and fast she was making my body bounce back and forth on bed with each of her thrusts. My pussy was so wet now that the velvet part of Kelly's strap-on harness was sopping wet and every time her pelvis crashed into me it splattered my thighs and lower belly with pussy juice.

"Oh God! Oh yes. I'm gonna cum. Oh Kelly don't stop! Pleeeeaase don't stop!" I cried out as I felt my orgasm building.

"Yes baby cum! Cum for me Jess!" Kelly panted encouragingly never slowing her thrusts. She slid her arms underneath me and wrapped her hands around my shoulders so she'd have more leverage and then she started pounding my pussy like there was no tomorrow.


Kelly rammed the dildo in and out of me as hard and fast as she could, sweat dripping from her body to my already glistening one. My body felt like it was building a charge that was filling me from my toes to the top of my head. Then with a suddenness that took me bye surprise my orgasm ripped through me.

"AHHHHHhhhhhHHHHH!" I screamed at the top of my lungs. My eyes were screwed shut and I could see fireworks bursting behind my eyelids, my body was tingling like it was electrically charged and I started convulsing because my orgasm was so intense that it just threw my body into chaos. I think I even passed out for a couple of minutes. When I opened my eyes I saw a look of concern on Kelly's face as she knelt beside me and I was bewildered for a second, but when she saw my eyes flutter open she smiled brightly.

"Are you ok sweetheart? You had me worried there for a second," Kelly said.

"Yeah, I'm fine. That was just ... intense. That's all," I said.

"I guess so. I think you even passed out for a minute or two," Kelly said.

"Yeah, I think I did too," I replied.

So what do you think of losing your virginity?" Kelly asked tentatively.

"Wow! It was better than I had ever imagined," I told her honestly.

"Really?" Kelly asked.

"Yes. Thank you for making it such a wonderful experience for me," I said

Kelly just smiled back at me and I could see tears forming at the corners of her eyes and then she enveloped me in a tight hug. "It was my pleasure," Kelly whispered softly in my ear as we hugged each other.

We lay there in the bed hugging and kissing each other softly for a long while before we decided it was time to clean up. We showered together taking a long time making sure each other wasvery clean. When we were done washing up and had dried off I caught sight of the clock, "Damn it's four am. No wonder why I'm so tired," I said.

"I think it has more to do with just the time," Kelly said slyly.

We grinned at each other and climbed into Kelly's bed where we cuddled together with Kelly spooned behind me and just before we drifted off to the sound sleep of contented lovers I said, "I love you Kelly." "I love you too Jessica." I smiled and I could feel Kelly smiling behind me.

For the rest of this story, you need to Log In or Register