Archive-name: 3plus/friendsb.txt

Archive-author: 

Archive-title: Best Friends





Susan and I have worked together for about 10 years.  We are sharing a hotel

room this week because we are both attending a business conference in Atlanta. 

We are just returning to the room after the banquet.  It is about 10 p. m. and

we both drank more wine tonight than usual.  We are a tipsy and are giggling a

lot.



Susan says that she had some pot and offerers to share a joint with me.  I

gladly accept.



"Let's get comfortable before we start", she suggests.



"Ok."



I pick up my pink shortie nightgown and go to the bathroom to change.  When I

come out of the bathroom, Susan has already changed into her gown.  I have

felt uncomfortable all week wearing this sexy gown in front of Susan. 

Usually, I only put it on just before going to bed.  



Susan looks great in her black shortie.  She is 28 years old, tall and thin

with shoulder length blonde hair.  She has a great body with long legs and a

fabulous tan.  Her breasts are larger than mine, very full and bounce up and

down and sway from side to side with every step she takes.  Her butt is small

and firm.  I am very envious of her.

   

I sit on the couch as Susan takes the pot out of her suitcase and rolls a

joint.  She sits on the couch beside me, lights the joint, takes a big hit,

and passes it to me.  We are laughing and talking about the good looking men

at the banquet tonight.  I thought Jack was the most desirable of the men

there and Susan liked Tim.  We each take a few more hits off the joint.  It is

real good stuff.  



We joke about going to bed with Jack and Tim.  We fantasize aloud about what

each would be like and what we would do with each.



"Let's call them and invite them to our room",  Susan is really getting into

this fantasy stuff.



"No, we can't.  I am married and enjoy fantasizing, but I could never do it."



Susan gets serious.  "Penny, I haven't had a man in over a year and I need one

tonight."



"No, Susan, that is just the wine and pot talking.  We have to work with these

men and it would be hard to face them after having sex with them."



She starts crying.  "I've just been so lonely and have had no one who cares

about me."



I suddenly feel sorry for Susan.  She is usually so cheerful that I had no

idea how lonely she was.  I move over closer to her and put my arm around her

shoulders.  



She lays her head on my shoulder and continues to sob.  She puts her arm

around my waist and holds on like she doesn't want to let go of me.



I stroke her beautiful blond hair.  It is so soft and bright.  I wipe the

tears from her face and try to console her.  



She starts to relax.  Her hand rubs my rib cage very gently.  After several

minutes I notice that her hand has slipped under my nightie and I feel her

smooth palm rubbing my bare tummy.  It feels so strange.  I have had men rub

my skin with their ruff hands but I don't think I have ever felt such a soft

hand on my skin.  It feels great.  It relaxes me.  I close my eyes.  My head

is spinning from the wine and pot.  



My hand leaves her hair and begins to lightly stroke Susan's smooth shoulder. 

She snuggles a little closer to me.  Her skin is incredibly supple.  I feel so

sorry for her.  If I had known how lonely she was, I could have fixed her up

with some of my husband's single friends.



Her soft hand is still stroking my skin under my nightie.  I relax and close

my eyes.  Her thumb brushes across the bottom of my breast!  I'm sure it is an

accident.  It makes me tingle all over.  She slides her hand across the bottom

of my breast again!  Now, I am not so sure it is an accident.  Her hand slips

over my entire left breast and squeezes lightly then moves to my right one and

does the same!



I haven't had another female touch my breast since I was 13 years old and my

best friend Jane was spending the night and we played "I'll let you touch mine

if you let me touch yours".



Susan is caressing my breasts.  I don't know what to do!  I don't want to

reject her.  The way she feels tonight it would devastate her.  She pinches my

left nipple and twists is gently and pulls on it lightly.  Her hand feels

amazingly smooth against my delicate breast.  My nipples are hard as diamonds. 

I notice that I am breathing deeper and my heart is pounding.  I wonder if she

can feel my heart beating. 



Susan's head is still on my shoulder.  She lifts my nightie top to expose my

small white breasts.  Her hand continues to fondle each one of them, one at a

time.  She lowers her head and takes my right nipple in her mouth and sucks. 

Oh, it feels so good!  My breasts are very sensitive and I love to have them

sucked.  The smooth delicate skin around her mouth feels fantastic as it

presses against my bosom.  She licks the pink area just around my nipple and I

am breathing harder.  I feel wet between my legs.  I am getting turned on! 

I've got to stop this.



"Susan, please, I have never done anything like this before.  Let's stop

before we do something we will be sorry for tomorrow."



Susan sits up straighter.  My right arm is still around her very tan shoulder. 

Her right hand is still touching my left breast.  She looks me straight in the

eye with one of those far away dreamy looks.  Her right hand leaves my breast

and moves to the back of my head.  She pulls my head to hers.  Our lips touch. 

She kisses me very tenderly on the mouth.  



I think it will be a quick kiss and I kiss her back.  But she keeps on

kissing.  Passionately!  I can taste her lipstick as I kiss her back for a

moment and then try to pull back.  She holds my head tightly.  It feels so

strange to kiss someone with lipstick on.  



Her tongue slips into my mouth and explores all around!  I am french kissing

another woman!  It is a very erotic kiss!  It is amazing that this feels so

good.  I willingly return her kiss.  



Finally she stops and I lean back against the back of the couch.  I am

breathing very hard and my head is swimming, filled will many strange

thoughts.  She takes my left hand in her right hand and moves it to her right

breast!  Her breasts are larger than mine and very firm.  I can feel her

nipple pressing through her nightie into my palm.  I can't resist

squeezing gently.  Her breast is firm, yet soft at the same time.  We are

gazing into each other's half open eyes.  She appears to be very turned on and

I am truly getting turned on.



She removes my hand, takes off her nightie top exposing her large milky white

breasts to me.  She has a very distinct tan line that dips almost to her

nipples.  The dark tan on her shoulders and upper chest make her breasts look

even whiter.  She shifts her position to more directly face me and her large

mounds sway gently.  I place my hand back on her right breast.  I caress it

and squeeze it tenderly.  My hand only covers about half of it.  It fascinates

me.  I study her light pink nipples.  They are smaller than mine but her

areola is much larger.  I slide my index finger in small circles around her

nipple on her soft areola and watch little knots pop up on it as it hardens

up.  I pinch and pull on her hard little nipples.  Susan's breathing deepens. 





Susan lifts my top off over my head and again begins to cuddle my breast.  She

is soooo gooood.   We are sitting on the couch, stroking each other's breasts

and staring into each other's eyes.  We are both panting through our half open

mouths.  I lean forward and place my lips on hers.  It is a long sensuous

kiss.  She opens wide and my tongue slips inside and explores the inside of

her mouth.  I lick the top of her tongue and then slide under her tongue then

lick her gums and the roof of her mouth.



"Penny...................Please....suck my......breast",  Susan begs.



She doesn't have to ask again!  I have always wondered what it would be like

to suck a breast.  I have never done it.  I position myself so that I can get

to her right nipple and lick around it very slowly.  I slowly open my mouth

and place my lips around it and gently suck it into my mouth.  What an

wondrous feeling!  It tastes superb.  Her breast is fabulously soft and smooth

as satin against my face.  I open my mouth wider and suck as much as possible

inside.  I then slide my mouth back until only her rigid little nipple is all

that is between my lips.  I am feeling of her other breast with my left hand

and my right hand is still around her neck, caressing her soft shoulder.



"Ooooooooooooohhhhhhhhhhhhhh!"  Susan moans loudly.



Her hand leaves my breast and rests on my thigh.  She begins to stroke my

upper leg and I feel my legs instinctively part slightly.  Her soft hand

slowly slides to my inner thigh.  Her palm feels so smooth against the skin on

my leg.  She slowly slips her hand up the inside of my leg until it just

barely touches my lips through my nightie.  My legs spontaneously open wider.

I feel a tingling sensation all through my whole body.  My heart feels as if

it will burst out of my chest.  Susan's fingers explore my lips through the

thin material of my nightie.  I spread my legs as wide as I can get them. 

There is no elastic in the legs of my nightie and soon her hand finds its way

inside.  She toys with my hairs for just a few seconds then I feel the bare

skin of her fingers on my outer lips.  Her hand sneaks down to my well

lubricated virgina and I moan as I feel her finger slide inside me.



"Oooooooooooooohhhhhhhhhhhhhhhhh ........ Susannnnnnnnnnnn!!!!"



Susan moves her finger in and out.....in and out....in and out.  It is

wonderful!  My hips begin to rotate in rhythm with her talented fingers.



Suddenly, without saying a word, Susan stands up.  It shakes me out of my

reverie.  She holds out both hands to me.  I place my hand in hers.  She pulls

me to a standing position just in front of her.  Susan is slightly taller than

I.  We stare at  each other for a moment, then she places her arms around my

waist and pulls me to her.  As she kisses me passionately on the lips, her

hands slip underneath my bottoms and cup the cheeks of my ass and pull me

tightly against her.  Our bodies are touching from our knees to our breasts. 

I can feel her hard nipples pressing into my soft sensitive breasts.  Her leg

slips between my legs and she begins to press her pubic bone against my thigh.



I put my arms around her waist and slide my hands under her bottoms and feel

the incredibly smooth skin of her butt.  For a few moments I knead her firm

ass.



Susan steps back.  I am puzzled.  Does she not like what I am doing?  She

takes one of my exposed breasts in each hand and squeezes firmly.



"Mmmmmm........I love your tits, Penny.  They are so soft and cute."



Again, my body tingles all over.  I can hardly breathe.  "Oh, Susan...... it

feels........ soooooo goooood!...... Squeeze them......... all you want."



She squeezes them harder.  It hurts, but feels good at the same time.  We are

staring into each other's eyes.  I want to kiss her again, but I am afraid if

I do that it will break the spell.  I slide my hand into her bottoms and find

the soft fuzzy triangle on her pubic bone.  She smiles and parts her legs.  My

hand is trembling.  It has never been in a place like this before.  I want to

move lower, but I am afraid.  Susan raises to her tip toes and my middle

finger slides between her lips before I realize what has happened.  I am

amazed at how hot her crotch is.  She is also very very wet.  My finger

explores between her full soft lips and find her clit.



"Ooooooooooooooohhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh!"



Susan's eyes close and her mouth opens as she moans very loudly.  Her hips

move back and forth as she is really turned on.  She is still clutching my

breasts in her hands.  



I will probably never have another chance like this and I must do it.  I don't

hesitate.  I slide my hand lower between her legs and guide my middle finger

into her very hot and wet pussy.  It is very soft, wet and slippery in there. 

I have always wondered what another woman's pussy felt like inside.  I

explored the inside walls with my finger before returning to her clit and

massaging it some more.



Susan takes my hand out of her bottoms and takes me by the hand and leads me

to her bed.  She bends over, turns back the covers and motions me to lie down.



"Turn the lights off", I softly request, noticing that my voice is deep and

gravely.





"No, Penny, when I look at your pussy, I want to be able to see it."



I am very embarrassed.  I am self conscious about being naked in front of

other people.  All I have on now is my nightie bottoms.  As I lay on the bed,

she reaches for the waist band and pulls lightly.  I lift my hips off the bed

and my bottoms slide right off exposing my most private parts to Susan.



She bends over and removes her bottoms.  For the first time I get a look at

her blonde triangle.  She has very little hair and her pussy is plainly

visible.  Her outer lips are engorged and the crevice between them is very

conspicuous.  I reach between her legs and just graze those beautiful lips

with my finger tips.



"Susan, I want...... to suck your tits...... again.  I love...... doing that."



I can't believe that I hear those words coming from my mouth!  She gets on the

bed on all fours and leans over me so her naked tit is just in front of my

mouth.  As I part my lips and she lowers her nipple between them.  I suck on

her nipple and she again begins to breath very deeply.  While I am sucking, my

hand finds her tan satiny thigh and slowly sneaks it way up.  I am amazed at

how smooth and soft her thigh is.  I had never in my wildest fantasy imagined

how wonderful it could be to make love to another woman.  I find my way back

to her pussy and explore her fluffy outer lips. My finger drifts between them

and explores that region.  I insert first one finger into her awaiting pussy,

then another then another until I have four fingers inside her.  She rocks her

body back and forth so that my fingers are sliding in and out.  I never stop

sucking on her lovable firm tit.  Susan is going wild as my free hand finds

her other bare dangling boob and clenches it harshly.



After a few minutes she backs away, places a hand on each one of my knees,

spreads my legs and kneels between them.  She stares down at my wide open

pussy and licks her lips.  Oh no!  She is not going to eat me!  This has been

great so far, but I can't put my mouth on a pussy.  If I let her do this to

me, she will expect me to do it to her.  I try to put my legs together, but

she is kneeling between them.



"Nooo, Susan ........Please don't .........eat me!"



Susan lays on top of me, keeping my legs spread with her legs.  She places her

sweet lips on mine and slips her tongue into my mouth.  Her tongue is very

very long and I suck it softly like it were a penis.  My arms are around her

and I squeeze her tightly.  She moves lower, takes my left nipple in her mouth

and sucks.  I can feel her smooth breasts on my bare tummy.  Her legs are

still between mine and I can't get them together.  I begin to relax again. 

She then flicks my nipple with her tongue several times.  She again sucks the

nipple into her mouth and bites it very delicately.  The feeling is

indescribable.  Her head moves down to my stomach and she inserts her tongue

into my navel.  I know what is coming next but I don't have the will power to

resist.  Susan kisses my hairy pubic mound.  I am breathing very deeply.  I am

very weak.  My body is trembling.  I comply with her wishes and spread my legs

as wide as they will go.  Her tongue slowly eases between my engorged pussy

lips.  It explores the region between my lips until it touches my throbbing

clit.



"Oooooooooooooohhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh!!!!!!!!!!!!!!"



I rotate my hips upward to give her better access.  Her tongue flicks my clit

very lightly and very quickly.



I feel my body tingle all over.  I recognize the feeling of an approaching

orgasm.



"Oh, Susan, I love you sooo much!"  We both know that I don't really love her

in a sexual way, but at this moment in time, I really do.



Just as I am about to orgasm, Susan's tongue wanders down further between my

wet inner lips and further down to my now very wet opening and slips inside.



"Ooooooooohhhhhhhhh...........Please.............Don't stop!"



Her tongue is incredibly long.  It invades very deeply into my pussy.  She

rolls it around inside and flicks the walls.  The feeling is phenomenal.  I

have never had a tongue as talented as this in my pussy.  My hands begin to

fondle my own little breasts.  I pull at my nipples.  



Her mouth returns to my pulsating clit and sucks it inside.  I go over the

edge.  All the muscles in my body tense at the same time.  I push my pussy as

high as it will go.



"OOOOHHHHH ....... YESSSS..............SUSAN ........ PUULEEEESE..........

DON'T STOP ......... I'M CUMMING .......... OOOOOOOOOHHHHHHHHH .........

YESSSSSSSS ............... IT FEELS .......... SOOOOOO GOOOOD ..............

SUCKKKKKK ....... MY PUUUUSSSSEEY ............ I LOVE IT .......... I ......

LOVE ..... IT ....... SUCK IT ............... SUCK IT ............ OOOOHHHHH

YESSSSSS .................SUCK ........IT .............. SUSAN ............. I

LOVE ..........YOUUUU ....... SOOOOO  MUCH ......... SUCK MY ...... PUSSY

..... ITS INCREDIBLE 



Finally the the longest orgasm I think I have ever had dies down.  Susan

slides up on the bed and we hug and kiss.  I can taste my juices on her lips. 

My hand cups her breast.  I lower myself and take her hard pink nipple between

my lips.  I suck her nipple into my mouth and lick it while it is inside.



"Oooooohhhhhhhhhhhhhhhhhh!!!"



I want very much for Susan to have the same feelings that I had.  I want to

taste her juices.  I slide my face down to her blonde hairy region and kiss

her pubic mound very passionately.  She spreads her legs very wide.  I can

smell her juices and feel heat on my chin.  I kiss her between her spread

outer lips.  I thought it would be repulsive, but in fact it is quite

pleasant.  I move my head lower and she raises her hips higher.  My lips land

on her clit.  I flick it lightly with my tongue.



"Oooooooooooooooooooooohhhhhhhhhhhhhhhhhhhhhhhhhhhh!"



Susan reacted to my tongue.  I can really feel the heat from her crotch on my

face now.  She raises her hips higher and her virgina is now right at my

mouth.  I hesitate about a half a second then slide my tongue as deep into her

pussy as it will go.



"Oooooooooooooooooooooooooooooohhhhhhhhhhhhhhhhhhhhhhhhhhhh!!!!!!!!!"



Again, Susan responds to my tongue.  My tongue is not nearly as long as hers,

but I put it in as far as it will go.  I move it in and out, roll it around,

and lick the walls of her pussy.  Her love juices flow into my mouth and I

swallow.  I move back to her clit and suck it into my mouth and suck it like

it were a little dick.



"OOOOOOOOOOOOOOHHHHHHHHHHHHH .............. PEEENNNNNNNYYYYY .........I'M

...... CUUUUUMMMMMMMIINNNNGGGGG!!!!!! .......... EAT MEEEEEEEE ..........

.........EAT MEEEEEEE .......... PENNY ......... EAT ..... MYYYYYY ......

..... PUUUUUSSYYYY! ......... SUUUUUUCK ITTTTTT! ..........OOOOOOHHHHHHHH

PENNY .......... I LOVE ......... YOUUUUUUUU ....... SOOOOOOO ..........

MUCH!" 



When her climax finally over, I slide up on the bed and we embrace and very

intensely kiss.  I have just had the most powerful climax in my life.  In a

few minutes we are heated up again and this time do the famous "69".  We fall

asleep on our sides with our heads at each others pussy.



When I awake the next morning I have to think a minute to remember where I am

and who I am with.  We have a free day today and the conference and don't have

to get up early.  I am laying with my back to Susan and when she realizes that

I am awake, she begins to rub my back.  I start to turn over to face her, but

her hand presses against my shoulder, stopping me.  Her hand doesn't feel as

soft this morning.  She rubs my back for a few minutes and then her hand

slides down to my ass and massages it.  Soon her hand works its way between my

legs.  I lift my leg to give her access and she once again explores my outer

lips, tracing their outline and then sliding into the crack between them to my

clit.



"Ooooooooohhhhhhhhhh ......... Susan ......... it feels ......... as good

......... as ...... last night!"



Her finger touches my virgina and it immediately lubricates.  Her finger slips

easily inside.  It feels much larger this morning.  Maybe it is because my

hole is tender this morning.  She slides her finger in and out for several

minutes and then returns to my clit.  She lightly pinches my clit between her

fingers.  It sends a current of pleasure through my whole body.  I notice that

my hips are instinctively moving back and forth.  I am breathing hard again. 

I reach my hand behind me to play with Susan's pussy.  I am shocked when my

hand touches a PENIS!!!!  I quickly turn over.  Its Jack from the office!!! 

He is naked and I am naked and in bed with him!!!  He has been playing with my

naked pussy!!!!  He even had his finger in me!!!!!



I look over at the other bed.  Susan is laying on her side facing us and Tim

is laying behind her with his arm over her and has one of her breasts cupped

in his hand.  They are both smiling.



I am furious!!!  I try to cover up, but the covers are on the floor.  I start

to get out of bed.  Jack puts his hand on my breast and holds me down.  He is

massaging my breast roughly while holding me down.



"HOW DID YOU GET IN HERE?", I screamed



"Susan called us after you fell asleep.  We have been here for hours.", Jack

replied calmly while still fondling my breast.



I grab his wrist and try to remove his hand.  He just squeezes harder.  The

harder I pull on his wrist, the harder he squeezes.  It is very painful so I

quit pulling.



He leans over and places his mouth on my other nipple and sucks roughly.



"No, Jack......Please.......don't.....I am....married! ........ I .... DON'T

... DO ... THIS!



Jack is already turned on.  I can feel his hard dick pressing against my side. 

He slides one leg between my legs.  I try to keep them together but he is too

strong.  He rolls over on top of me and places his other leg between mine.  I

can feel his hard dick against my crotch.



"Please, Jack......Please don't do.......this!.........I ........ am a ......

married woman. ..........I .........don't fool ........ around"



"What about last night?" 



Oh, no!  He knows about Susan and me last night!  I am soooo embarrassed.



"I have wanted to do this for a long time, Penny.  You have turned my on for

years."



His hand goes between my legs.  I can feel his wrist against my outer lips.  

I can feel his hand wrap around his dick.  He places its head and the opening

of my virgina and moves it around to get it lubricated.  My pussy is very wet

and it only takes a few seconds before I feel his dick slowly slide into me. 

It is much larger than my husbands.  It stretches the walls of my pussy,

completely gorging me.  I have never had sex with anyone other than my husband

and this really feels different.



"Oooooooooooohhhhhhhhh ................ nooooooooooooo!"



He pumps slowly at first and then begins to bang me real hard.  With each

stroke in, he slams against my clit.  I suddenly realize that my hips are

moving up to meet him.  My breathing again is very deep.  My heart is pounding

and it is very hot in the room.  It feels very good.  I am enjoying this!!!  I

close my eyes, wrap my arms around his muscular back and begin lustfully

fucking him!



"Oh yes, Jack ......... fuck me.......fuck me hard! ......... I love it ...... 

 I love it ....... it feels soooooo gooood........ you are great......"



"I knew if I could ever get you turned on, Penny, you would enjoy fucking me. 

I knew you were hot."



His words make me feel desireable.  I had no idea that I had had such an

effect on him.  I have known Jack for years.  I put my all into fucking him. 

I really want to please him.



Suddenly there is something near my head.  I open my eyes and there is Tim

kneeling over me at head of the bed.  I had forgotten about Susan and Tim. 

Tim's dick is right over my face just a few inches away.  I impulsively open

my mouth and he lowers his hard dick between my lips.  It is smaller around

than my husband's and tastes slightly different.  Every time Jack pounds my

pussy, Tim's dick goes further into my mouth.  



Susan leaves her bed and comes over and begins to suck on my left tit.  I

impulsively reach for her crotch with my left hand and slide my finger into

her pussy.  I massage one of her breasts with my right hand.



The sensations are overpowering.  I cannot believe someone can be stimulated

in so many ways at one time.  I feel as if I will pass out.  An orgasm is fast

approaching.  My body tingles all over.  My muscles all tense together and I

thrash all over the bed as I explode into a colossal orgasm.



"Oooooohhhhhhhhhhh .............. Arrrrrrrrgggggggggggghhhhhhhhhhh ..........

.....Uuuuuuuuuuuuhhhhhhhhhhhhhhhhhhhhh!"



My mouth is filled with Tim's dick, My pussy is overflowing with Jack's huge

tool and Susan is sucking away on my breast.



Jack and Tim cum together,  I can feel Jack's dick shooting into my pussy just

as Tim fills my mouth with his cum.



We all fall into a pile on my bed.  Needless to say, the rest of the day is

spent in the hotel room, doing everything imaginable.  It is the most

unforgettable conference I have ever attended.  For the first time I have

really gotten to know Susan, Jack, and Tim.



--