The Benefits of Friends - Cover

The Benefits of Friends

Copyright© 2012 by Memory Heap

Chapter 5: The Third Lesson

Coming of Age Sex Story: Chapter 5: The Third Lesson - We had been best friends since the day she was born. We had grown up together, played together, and learned together. Now, she was proposing that we teach each other about sex.

Caution: This Coming of Age Sex Story contains strong sexual content, including mt/ft   mt/Fa   Fa/Fa   ft/ft   Fa/ft   Consensual   NonConsensual   Spanking   Light Bond   First   Oral Sex   Masturbation   Petting   Sex Toys   Exhibitionism  

The day's activities and the strength of my various orgasms combined to push me into a deep slumber earlier than usual that night. Whoever had decided that teenagers had nearly limitless sexual recuperative powers had never met someone with her mouth, and her skills with that mouth. As my consciousness left me, a smile crept across my face thinking about her, and how beautiful she was.


My sleep was deep, and mainly empty, until a strange dream began to tickle a few brain cells. In the dream, I was the guardian of a harem, surrounded by a bevy of girls in diaphanous costumes. Every one of them was beautiful, but they each had green eyes, and curly red hair. The nature of their costumes left their breasts visible through the gauzy material. Likewise, each was shaved, and their pussies were engorged and pink, also visible through the translucent material of their pantaloons.

As the dream continued, the women lined up on their knees, exhorting me to use them, to stick my rampant penis into each mouth, and ravish them for my own purpose. The vivid nature of the dream made my penis feel warm and wet as I plunged it into each girl's mouth, working my way down the line.

As I reached the end of the line, the last girl pulled me deeply into her throat, and I felt my orgasm hit me. With a roar, I grabbed her by the head, pulling her tightly to my crotch, forcing her to take my cum down her throat. As the first jet left my penis, I realized that the dream seemed to be taking me to a new level of reality, because I felt like I really was coming into someone's throat. As the second jet of cum left me, I could even feel her throat muscles working the head of my penis.

The third pulse made me open my eyes, and the sudden return of consciousness coincided with the feel of someone's head in my hands, the feel of another surge of come shooting out of me, and the knowledge that someone was yelling loudly. Another weak surge passed through my penis, and I stopped yelling, but was breathing heavily. All of my muscles went limp, and the head started to move in my hands. I could feel a suction moving from the root of my penis to the tip, then a tongue laving the head. I twitched and groaned at the sensation, because the head was so sensitive.

In the next instant, a voice snapped me fully awake, and my eyes flew open. "I guess I'll have to be careful waking you up in the morning. You react rather strongly to stimulation." I stared goggle-eyed at the curly red mop and twinkling green eyes looking at me laughingly. A second later, she was lying on top of me, squirming against me, and kissing me. She was deliciously naked, her breasts pressed to my chest, and I brought my hands up to clasp her buttocks, squeezing them firmly.

"I was having this totally amazing dream about a harem filled with green-eyed redheads in see-through clothes, and they all wanted to suck me. The last girl in line pulled me all the way into her throat and I started coming in a huge rush. I just grabbed her head..."

" ... and ended up face fucking me again," she finished. "This is the second day in a row you've done that, and I liked it both times." She paused to lick her lips, and then went on, "You're a little violent when you're woken up with the right stimulus, but you do taste good."

"I didn't hurt you did I?"

"Not at all, I already had you in my throat when you grabbed my head, so it hardly even qualified as a face fucking. I had done most of the work getting you to that point, so I just needed to make sure that I had taken a deep enough breath before you started to come."

As I listened to her saying this, the realization hit me again that this beautiful girl, just two days ago, had been nothing more than my best friend. Now, she was my energetic and adventurous lover. The next thought made me start, and my eyes swung to look at her in abject fear. She saw the expression cross my face, and looked at me strangely herself. "What's the matter?"

"You're here, in my bed, naked."

"Excellent deduction."

"How did you get in?" My eyes swung to my window, thinking she had climbed the trellis and crossed the porch roof, my old escape route. The window was securely closed, and locked.

A quick grin lit up her face. "Oh, your mom let me in."

"My m-mother let you in?"

"Yep. She was a little late leaving this morning, so she was still here when I rang the doorbell. I figured you'd be up, but it appears a few orgasms just wore you out. I guess the 'stamina' issue is something we will have to consider." The impish smile on her face as she said all of this made me love her all the more, but I still couldn't get over her statement about my mother.

"My mother let you in."

"I thought we'd already covered that. She said you were still in bed, and told me to go on up to your room. Her exact words were, 'He probably wouldn't mind a good blowjob to wake him up, and you're probably the best one to do it.' So here I am, and if I do say so myself, it was a really good wakeup blowjob." Her expression didn't change while she said all of this, and I could almost believe that such things had actually transpired.

Finally, she burst out laughing, and buried her face in my chest. I could feel her shaking for several minutes, and tears started to drip on me. When the quaking stopped, she lifted her face and wiped her eyes, then said, "Gotcha."

"I never knew you could lie that well."

"Ah, a well-honed art, polished over the years."

"Yes, you do have a wicked tongue, as I said yesterday. So what really did happen?"

"Well, I did ring the doorbell, and your mother did answer. She said you hadn't come down for breakfast yet, but figured you'd be up pretty soon. I told her we had planned to go to the Science Centre to see an exhibit, and thought we'd probably go early to beat the crowds. She invited me to have a cup of coffee and a muffin and to wait for you in the kitchen. She left for work about five minutes later.

I actually did wait a few minutes for you, and when you hadn't appeared, I came up here to wake you up. I was only planning on shaking you, but you were asleep on your back with no blankets, and your morning erection was making itself known to the world. When I saw all that delicious stuff, I got the idea to wake you the way I did. It also served another purpose."

"What other purpose?"

"Get the first one out of the way, and the second one will take that much longer, and enhance the pleasure."

"So, why did you think you needed to get the first one out of the way?"

"So you'll have better staying power during today's lesson."

"What's today's lesson?"

"Intercourse, also known as making love, also known as fucking."

"Oh, I think I'm going to like today's lesson."

"You didn't like yesterday's lesson?" Her chin started to quiver, and her face looked as if tears were about to start falling from her eyes.

"No, no, no. That's not what I meant. It's just that..."

She fell into my chest again, laughing as she said, "Gotcha again." I realized I had been had, again, and knew I would have to be very careful in future; it seemed she had other talents in addition to her previously undiscovered sexual prowess.

After a moment, I said, "So what's the plan?"

"I think an orgasm or two, then a shower, followed by breakfast for you, since you'll need to recuperate. After that, a few more orgasms, then you'll likely need eighteen hours sleep again."

"Where is all this coming from? Not that I mind, but it seems that your entire personality has changed over the past couple of days."

"I don't know. I think it's a combination of being madly in love, and orgasmic bliss. It's making me be more open, at least with you. I even made a sarcastic comment to my dad last night; he stared at me like he had never seen me before, and then nearly fell out of his chair laughing."

"Like I said yesterday, you do have a wicked tongue." She stuck the member in question between her lips and wiggled it at me, then squirmed up my chest until our lips met. After a second, that wicked tongue was in my mouth, and I wrapped my arms around her.

We continued in that favourite pastime, with me running my hands over her back and down to her ass, until she pulled back and said, "You have too many clothes on. I want to feel skin on skin."

She started pushing my boxers down my legs, while I grabbed the bottom of my t-shirt and pulled it up over my head. In seconds, I was naked and she had achieved her goal, snuggling against me once more.

"Hmmm. I like this. You should sleep naked, then we wouldn't need to waste so much time."

"And I suppose that you sleep naked?"

"Yep. I love it."

"You wear pyjamas. I've seen you in them."

"Well, you don't think I'm going to be allowed to wander around the house naked, especially while you're there, do you? Besides, I did wear pyjamas up until two days ago."

"Oh? So now you sleep naked? What changed you?"

"You. Us. This project. I've discovered that I love the feel of things against my skin. Things like your skin, for example. Things like crisp sheets. I've also discovered that it's a lot easier to feel certain parts of yourself when there's no clothing in the way."

"Parts of yourself? Such as those delicious mammaries, or certain areas that have recently been exposed, and are no longer hidden behind hair?"

"Precisely. Masturbation is much more enjoyable when you don't have to pause to remove clothes, and because the new skin is so sensitive."

I could see a flush moving over her, and I could tell that talking about pleasuring herself was getting her aroused. I was beginning to doubt that she was ever not aroused. I pulled her up my chest a little further, in order to bring our mouths in line, and I started kissing her.

She returned the gesture in earnest, her tongue coming out to meet mine, and we lay there indulging in one of our favourite pastimes for long moments. I caressed her back, and her marvelous ass, squeezing the cheeks and massaging them by turn. I ran my fingertips up her sides, scratching lightly at the sides of her breasts, where they were nearly squashed by the way she pressed into my chest. She moaned softly into my mouth whenever my hands moved to a new area, and she occasionally wriggled a little to enhance the sensation of our skins welding together.

Her movements began the inevitable increase in blood flow to my groin, and my penis began to reassert itself. In response, she spread her legs slightly, and lifted a bit to trap it between her legs. Settling back down, she closed her legs and wriggled around until the shaft was pressed against her vulva, and the head stuck out between the backs of her thighs.

Of course, I could tell that this brought to bear some pressure on her clitoris, which she enhanced by a slow hunching of her hips. As my penis slid back and forth through her folds, it became slickly coated in her juices. She continued moving, and started moaning low in her throat as the sensation in her clit started sending electrical signals up her spine. As her arousal increased, her motions took on a bigger oscillation, so that she was nearly losing my penis at the top of her arc.

A moment later, she rose again, but paused at the top, and reached behind her. I could feel her fingers on the head of my penis, then she angled her hips slightly. She pressed against the underside of the head, and I could feel a warm wet sensation slowly surround it. It felt like her mouth, except that her mouth was tightly locked to mine.

Her hips began to move back down, but very slowly, and I could feel her wetness moving gradually along the length of my penis. Her lips stopped moving on my mouth, as a long continuous moan came out of her throat. "O-o-oh, that feels so good." The lower her hips got, the more of my penis was embedded inside of her. I resisted the urge to push up to meet her, as I knew I could hurt her if I did that. While I had pushed two fingers into her yesterday, I knew that fingers did not match the girth of my penis.

Her hips finally met mine once again, then she slowly slid down my body until she could go no further, and I knew that I was firmly socketed into her vagina along my entire length. The sensation was nearly indescribable; it was softer and hotter and wetter than her mouth and throat, and I could feel little ripples moving along it as she adjusted to its presence.

She licked her lips, then wriggled a little, and raising her head said, "I could stay like this forever. You feel so good in me, and I feel so close to you. I cannot believe what it felt like as you slid into me, setting off every nerve ending I own. No wonder people want to spend so much time doing this."

"Well, while we may no longer be virgins, we still haven't really done anything. Not that I mind; I could lay here holding you until the world ended, and I wouldn't notice when it happened."

"We're still virgins until we come together, and making that happen will require some motion." She giggled a little, and I groaned at what that did to me, as her muscles rippled along my length.

"How do you want to do this? My research indicated that 'female superior' was often easier for newbies, since it gave the woman more control over depth and angle."

"No. For my first time, I want to be traditional, and dominated. I want to be on the bottom in classic missionary position, and I want you to hammer me into submission. I want to be taken by my man so that I feel every stroke going in and out, and I want you deep in me when you come. I want to feel it spraying me inside. Now, let's see if we can roll over without losing the connection."

We locked arms, and tangled legs, and rolled over with no loss of contact. As she settled into the middle of my bed, she looked up at me and said, "This time, fuck me. The next time, we'll go slow and make love. My submissive streak is rearing its little head and wants to feel what this is all about. If there was going to be pain, I would have already felt it. Just go for it."

I kissed her deeply as I raised myself to my elbows, and pulled my knees between her legs to open up a little space. I shuffled my knees apart, spreading her legs widely, and put my hands flat on the bed beside her head, watching out for her hair. I slid my hips back, withdrawing about half of my length, then pushed forward into her. Despite her attitude, I did not want to be the architect of a bad first time, so I didn't hammer her, although I pushed it all the way back in in one continuous motion.

She moaned with the feeling, and brought her hands up to my sides, running them along my rib cage. I pulled back again, withdrawing until only the head was still in place, and then slammed back into her in one stroke, giving her what she had asked for. Her head arched back as she screamed, and her legs wrapped around me as an orgasm tore through her. I pulled my hips back, feeling the grip of her internal muscles on my penis, and when I reached the end I slammed into her again, battering through the resistance of those muscles, and driving my pubic area into her, grinding against her clitoris.

I could tell that I wouldn't likely last very long; she was so tight around my penis that every sensation seemed amplified, and it felt like she was massaging me along my entire length at the same time as I was driving in and out of her. The next stroke seemed to tip her into another orgasm. Her head was rolling back and forth across my pillow, and she screamed softly again as I bottomed out.

I slid my arms under hers, and gripped her shoulders from underneath, holding her in place as my strokes started getting faster, and a little shorter. I could feel the initial twinges of my own orgasm starting, and I shifted my knees to give me better leverage. My pubic area started slapping against hers, our naked skin providing no buffer to the contact.

After two or three rapid strokes, she came again, I think from the friction of my penis against her clitoris. I had lost count of the number of orgasms she had had, but delighted in the rictus of pleasure on her face, and the tremors going through her body.

As the twinges of my orgasm started to develop into a headlong rush toward completion, my strokes became shorter, and faster again. Her legs wrapped around me, gripping me tightly as I flailed into her body; the final trigger to my orgasm was her, screaming her way through another one. I roared with the release, driving as deeply as I could into her, not conscious of whether I was hurting her, and the cum exploded out of me, splashing across her inner lining.

I collapsed, drained, burying my head into her neck, and tried to catch a breath as my penis jerked weakly in her depths, the final dribbles of cum leaving its tip. I did my best to hold my weight on my elbows and knees, but I knew that I didn't have much strength left. Her arms came up to wrap around me, holding me tightly, and I could feel her shaking, her breath tearing in and out of her in huge sobs.

I lifted my head from her neck, and looked at her. Tears were coursing down her face, her eyes squinted shut, and she was sobbing as if her world had ended. I wrapped my arms tightly around her, and rolled to my side, then onto my back, bringing her to once again lie on top of me. I kept her in a tight embrace, and let the emotions run their course, smoothing my hands up and down her back, gently calming her and letting her know I was there.

After a couple of minutes, her quaking had stopped, and I kissed the top of her head. She lifted her head, looking at me with wet eyes, and I smiled a little, then said, "I didn't think I was quite that bad. It looked like you were enjoying it for a little while."

She looked at me for a moment, I think deciding whether to hug me or hit me. She crossed her arms on my chest, resting her chin on them. "I should probably smack you for that comment, and go home in a huff, but I don't have the strength. I think you killed me. I don't think I'll be able to walk for a week, at least not after you do me another five or six times like that.

"I think the past few days, and especially what we just did, have proven that we really are perfect for each other. I told you to fuck me, as hard as you could. You didn't at first, but it was as if you read my body and delivered exactly what it needed at the right moment. I think I started coming on the first stroke, and I didn't stop until after you were done. I could feel it when you came, deep inside me. It was an amazing feeling. You certainly catered to my little submissive streak, and I love you for the way you did it.

"Yes, I was crying, really hard. I didn't expect it, but after you finished, it was as if all the emotions I've had for days, or weeks really, about this whole 'research project' just left me in a great flood, and I was helpless to stop the tears. I've been wound up way too tight about this whole thing, worrying about how to present it to you, worrying about how you'd react, worrying about our parents finding out, worrying about how I'd react to being naked with you, and having you touch me, and whether or not I was brave enough to go through with it..."

I ran a hand through her hair, and over the side of her face, and looked deeply into her eyes, and she finally ran down, like a wind-up toy whose spring has just run out.

"The other day, in the garage, you touched me for the first time, like a lover, and not just a friend. You put your hand on my chest, over my heart. From that moment, my heart was in your hand, and you could have done anything with it, including crushing it. Instead, my heart feels like it can't pound hard enough, and my chest is too small for it, because you picked me. You have offered me your body and your soul, and invited me to explore with you, taking me along on this journey.

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