Lee was prepared to be bored. He had received the call from Charlie to take her shopping just as he was heading out to jog in the park. If it was anyone else had said that dreaded word, he would have said forget it. But Charlie had always been close to his heart and when she called, he could not refuse her. He just agreed, and then went back to his bedroom to change again.

For Charlie, Charlotte Franklin on her driver's license, this was not her normal shopping trip. She was planning a vacation and she needed the clothes to go with the destination. Still single at 33, she was proud of her 5'10" body. She kept herself in shape partly from her exercise plan, but the majority was genetics. She wanted to be able to show off her best assets while she was on vacation and the only thing that would do were new clothes.

That was the reason she had called Lee. She wanted a male opinion. No, not just any male's opinion, it had to be Lee's. He had been her friend, her best male friend, since they had met in college. He knew her flaws and would be honest if their appearance was kept to a minimum. If he thought it looked good, she would be guaranteed the mens' attention.

The friends spent most of the morning with Charlie doing a commando style assault on the mall while Lee performed packhorse duty. She had looked through most of the shops, trying on various items of clothing. She asked Lee for his opinion several times and he would tell her how good it looked.

Lee took a second load of purchases to his blazer, and when he caught up with her suggested finding some lunch. She agreed and they ordered from one of the little stalls in the food court. Finding a small table in an out of the way corner, they tackled their plates.

Lee could not keep his mind on his food. He had expected this to be a miserable favor for his best friend. What he discovered was that he was almost enjoying himself. He kept thinking of Charlie in all the different outfits. He had known her for years and was secretly in love with her. Seeing her in the shorts and tops she had modeled, he once again thought how beautiful and sexy she was. One particular dress had given him such a hard on, he was glad that he was carrying all those bags. Just looking at her even now was causing a definite stirring and bulge in his slacks.

She caught him looking at her. She cocked her head to the side as if asking what was wrong. "What?"

"Just thinking that I figured on being bored today. But it has been fun to watch you kamikaze shop."

She tried to look indignant. "I don't 'kamikaze shop'. I just have a lot to get in order to be ready for my vacation."

"So are we done for the day?"

"Just one more shop. I don't have a swimsuit and the pools there are wonderful."

Lee just sighed and put his hand out to help her up. The touch of her warm hand always excited him. He lived for the days when she would touch him is some way. His skin would vibrate with excitement when she would put her hand on his arm. When she would hug him he would feel it for days afterward, his memory recalling the light scent of her perfume, the softness of her reddish brown curls, and the warmth that crawled through him as she would press her body against him. Then all too quickly, the hug would cease, leaving him with emptiness that nothing short of her presence would fill.

Unknown to him was that Charlie had the same reaction to his touch. She could feel his hardness whenever they would embrace. And lately, she would use any excuse to get close to him. She loved the feel of his strong arms as they enveloped her, creating a place of warmth and security. She always felt safe and secure from the rest of the world when he held her. He was always there for her. Lately though, she was finding herself more and more turned on when they would touch. She could feel her pussy moisten just being together, and when he touched her she would almost lose control.

She was sure to hold his hand as they strolled toward the last of the shops. She intended to get a nice looking one-piece suit. She had just a slight bulge in her tummy that she was conscious of and that would help hide it. Perhaps something lower cut in front and back to show off her 38C breasts and her lower back.

Lee was feeling more horny than usual around Charlie. In a fit of madness, he spotted the sign announcing "International Swimwear" and guided her into the shop. He knew her body was exciting fully clothed, but he was hoping to see her in something less.

"Lee, I can't wear something like that! Those are for those anorexic teens that don't have my build."

"Come on Charlie, I bet you would look great. You would put those skinny little models to shame."

"You really think so?" When Lee nodded, she continued. "Okay, I guess it wouldn't hurt to try."

The girl behind the counter was on the phone and scarcely gave them a glance. They looked through the racks until Charlie found a two-piece that was fairly modest. She entered the dressing room and stripped down. Getting on the suit on and adjusted, she looked in the mirror. She was surprised that she was pleased with the results. Her nipples were pushing against the fabric, creating an outline that even to her was very sexy. The bottom covered her butt but did show off her long shapely legs as the muscles of her thighs rippled under her soft skin. Worried about Lee's reaction, she shyly stepped out of the dressing room.

She shouldn't have worried. Lee was speechless. He could not believe it. He had always thought her sexy, but this was something else. He tried to hide the erection that had grown immediately with her appearance, but it was impossible. She turned to show off her tight buns, and then giggled at his reaction. She headed back in and in a fit of naughtiness, looked over her shoulder to Lee. "Why don't you see if there is anything else that you think might look good while I change."

After she disappeared behind the dressing room door, Lee finally processed what she had just said. He grabbed a couple of the same size that he had seen her take before. On the way to take them to her, he spotted a sapphire blue thong style. On a whim, he grabbed one of them as well.

She was shocked at the lack of material in these suits. The tops pushed her round breasts together creating more cleavage than she had ever had. The bottoms ranged from high cut to her pelvic bones to so low cut that she would have to trim her pubic hair even more than it already was. Sighing, she tried them on anyway and stepped into the hallway to give Lee a quick peek before giggling at his discomfort. Then she would disappear behind the door to do it again. The last was the blue one. She was in the room longer than before and Lee was getting worried that he had went too far with that selection.

"Lee?" He heard from the last door. "This one is too much for me to come out in."

"Darn, I wanted to see that one." He joked to cover his disappointment.

"If you want to see, you will have to come here." He quickly looked to see that the salesgirl was still deep in conversation on the phone, and he moved to the door. He quietly slipped into the room.

What he saw took his breath away. Charlie was standing there smiling shyly. The top barely covered her nipples, which were very hard. The bottom was so low cut he could see the small patch of trimmed hair just above her swollen lips. The material was thin enough that he could see the outline of her labia as they struggled to slip past the seams. As she turned, he gazed at the shapely globes of her ass, completely exposed. Nothing but a thin line of sapphire separating and framing the two soft globes.

He leaned against the door whispering, "God Charlie. You are unbelievable."

By now Charlie was so horny that she threw caution to the wind. "You really think I'm sexy in this?"

"Charlie, you are the sexiest, most beautiful creature I have ever seen."

Then she gave him the opening he had desired for so long. "Show me."

He could barely move, but somehow made the few steps to her. Taking her face in his hands, he looked into her eyes. He could feel himself falling into those depths. He leaned in slowly and gently placed his lips against hers. Suddenly the barriers that had been between them for so long broke down. She moaned into his mouth as she opened her lips to let his tongue invade and tangle with hers. His hands moved to her back, circling around to reach as much of her hot, bare flesh as he could. Her arms were still around his neck when they broke that first kiss, clinging tight in an effort to support herself

Still panting from the force of their kiss, Lee moved his lips to her neck where he planted little nips and licks with kisses. She was lost for a minute, entranced with the feelings that were coursing through her body. When Lee whispered in her ear "You have no idea how long I have wanted you", she actually had a small orgasm. Her pussy was pulsating, soaking the thin material that covered it.

When Lee started to lick down her throat to the top of her breasts, she reached over and unbuckled his belt, popping the button and lowering his zipper. He gasped as the pressure was released from his erection. His 8 inches stood straight up, bobbing with the movements of his explorations. Her hand wrapped around the shaft, feeling the heat coming from it.

Charlie was so into the feelings that Lee was causing and her explorations of his cock that she did not notice her top had come untied until she felt his tongue barely caressing her nipples. When he started sucking, the sensation sent shocks to her already sensitive pussy. She was so turned on that every touch of his fingers, every lick of his tongue was causing shocks of pleasure to run throughout her body.

Still grasping his cock, she started moving her hand without even realizing it. The milking motion she was doing was too much. Lee pulled her against him, trapping her hand as he pumped his cock against her stomach. His hand massaged the bare globes of her ass as he thrust against her. The feel of his semen hitting her skin was like a liquid fire and she moaned as her orgasm overtook her. Her legs finally collapsed and they slid slowly down to kneel on the carpeted floor still holding each other.

Quietly, Charlie began to giggle. Her delicate features showed the amusement of their situation. After a moment, Lee joined her.

"That was the most intense orgasm I have ever had in my life. And you didn't even touch my pussy," she managed to get out.

"Yeah, it was for me too. I guess love makes it all that much more intense."

Lee realized that he had actually confessed his love for her and now he was terrified of her reaction. She looked at him for several seconds. Had she heard him right? That he loved her? A small smile broke out on her face, putting to rest his anxiety.

"I love you too, you know. I have for a long time."

Lee then reached out and moved a strand of hair from her face. His fingers caressed her cheek with the whisper of things to come. Their eyes locked for what seemed like hours, each reading the emotion of the other's soul. Then their lips locked in a passionate kiss that had them both reeling.

Charlie finally broke the kiss and trying to catch her breath, looked around and realized where they still were. As Lee stood and adjusted his clothing, Charlie pulled the bottom of the thong off. It was soaked from the inside with her juices, while drops of his semen decorated the outside.

Lee took a look as she held it up and chuckled. "I guess we will have to buy that one now. Pick out another to go with it."

Dressed, Charlie stuck her head out of the door and not seeing anyone, hurried out of the dressing room, Lee in tow. The salesgirl was still on the phone when they took their purchases to the counter. She sat the phone down long enough to ring them up. Her nose wrinkled as she held the thong up. Giving them both a strange look, she dropped it in the bag like it was burning her. Her other selections quickly followed and the girl told them the total. Lee paid for this purchase and they got out of there as quick as they could.

As soon as they got out of the shop they both started laughing. "Did you see her face? She must have known what we had been doing." Lee just nodded and started laughing again. They moved off toward the entrance of the mall.

When they finally reached his Blazer, Lee gave her another kiss before he opened her door. He was still reliving the greatest moment in his life. He couldn't believe how passionate and sexy his friend was. And she said she loved him! Those words made it all more important.

Charlie was trying to figure out the events of today. She couldn't believe that she had let herself go like that. And it wasn't just that she was horny. It was because of Lee. She had finally let him know that she loved him and he felt the same. That was what she really cared about. The rest of it was just details. Coming out of the fog of images swirling in her brain, she realized that Lee was waiting for her to answer a question she never heard.

"I'm sorry Lee. What did you say?"

"I just asked if you regretted what happened" She looked over to see the worry and even a little fear in his expression.

"God, no. I don't regret any of it. I am still in such a state of bliss. I guess a bit of wonderment that you said you were in love with me. It just made me feel so... I can't describe it"

"I kind of feel the same. I didn't want to lose your friendship by admitting I was madly in love with you. Question is; where do we go to from here? Do you want to go back to just friends or take this further?"

Charlie took his hand in hers. "I want it to go further, I'm sure of that. We could never go back to just friends, and I think we could make it even better between us. Still, this is happening awfully fast. Lets just take it easy and see what happens."

Lee understood her logic, but that didn't make it any easier. He gave her a smile and agreed to let things happen. They rode the rest of the way to her apartment in silence, each lost in their own thoughts.

Once there, Lee grabbed the bags while Charlie got the door open. They set her purchases into the spare bedroom, and then went to have a beer. They talked about work and trivial things, carefully avoiding the subject that was at the forefront of their thoughts. Charlie made a salad and spaghetti and they had a pleasant meal, just like they always had.

Shortly after dinner Lee got ready to leave. At the door he gave her a kiss, not passionate but just to let her know that he was willing to give her the time she needed. Then he left, waving to her as she stood at the foot of the stairs.

Once home, he found he couldn't just sit and relax. His thoughts of Charlie kept running through his head. Finally giving up on the book he was trying to read, he started cleaning the house. Things that he had put off for weeks were getting done. When he finally put away the vacuum, the place had not looked this good since he had first moved in. Exhausted, he showered and crawled into bed. With visions of Charlie in the throes of passion flooding his senses he stroked himself to a glorious orgasm, then drifted off into a fitful sleep.

For Charlie, the evening did not pass much better. She tried to watch TV but everything she saw reminded her of Lee. She picked up a book but stared at the pages of words. Instead her mind was fighting with her heart.

She had only 2 other serious relationships before now and they had both ended badly. Was she ready to make a commitment to Lee? She couldn't live without his friendship. He had helped her through all the ups and downs in her life since college healing all her hurts and sharing the joys. They were lovers now, but did she want more? More important, did he?