The Friend with Benefits

I can remember the first time I laid eyes on her. I was walking down the hall way of my high school on the first day of the new school year when I saw a buddy of mine talking to her. It seems strange when I think about it, but she is the only clear memory of that day. My classes, the hallway, even my friend seemed like a blur it was if her beauty shone so brightly that everything around her instantly dimmed so much that they were barely there. There she was, standing 5'3 wearing a pair of black jeans and a black and while striped t-shirt, she had short brown/red hair, a large bust and as I noticed when she turned around, a firm round ass. I could see through the cloths that she still had some baby fat, the whole sight got my blood rushing like never before. I was almost magnetically drawn to her, looking back perhaps one of things that most sticks out in my mind were those bright red lipstick covered lips. That was the first time I laid eyes on Kimberly Summers. My hormones were running wild. If I could have, I would have taken her right there in the hall way. I approached her and my friend who thankfully spread through the introductions. As I was standing there, staring at her with what she no doubt picked up lust filled eyes. I envisioned taking her in every classroom of the school, on the principal's desk.

Wouldn't you know, right when I was going to ask her out, and show her the pleasure that is me her apelike boyfriend made an appearance if the Sasquatch and incredible hulk had a kid, this would be him. Since I only stood 5'6 I could have easily been something his family picked out of his hair during their grooming rituals. Luckily for me it turned out she was in much of my classes. Excellent I thought to myself, if, make that when she sees what a great catch I am, she'll drop him like his family obviously dropped off the evolutionary ladder. The day quickly sped on with what I thought was a moderate amount of success. Our conversation flowed with unbelievable ease. Then it happened. She asked for my number! I was the man baby! She was falling to my charms. I quickly jotted down my number and gave it to her.

Around 7 pm I was hard at work thinking of reasons not to do my homework then the phone rang. I picked it up and heard the sweetest voice in the world

"Hello, is Zane there?"

"This is Zane."

"Hi Zane, it's Kimberly.

Yes! She had called, she wanted me! And really who could blame her. I mean sure I'm 5'6 and with a gut, but I had a great head of hair and the charm of Rasputin and Valentino combined. I noticed however that she seemed a bit sad.

"You ok Kim? You seem a little down." That's I was so the man that I could refer to her as just "Kim" and I knew she wouldn't mind.

"Yes, well no. I don't know. It's Danny, you know my boyfriend?"

Ahh yes, the missing link. I knew she was about to tell me the good news, she had dumped him and now was mine for the taking ha ha!

"Well I was wondering if I could get some advice."

"Sure Kim, what's on your mind?" Ha! Perfect, what ever she tells me I can use to get her to dump him if their still dating. This was working out great! Or so I thought, right up until she used the phrase no horny 18-year-old, or any man for that matter wants to hear.

"Well, you seemed like such a sweetie that I knew I could come to you for advice."

Why was this the worst thing she could possibly say? Because "such a sweetie" is women's code for "the closest your gonna get to fucking me is your hand and your fantasies." Within 12 hours my world came crashing down. Right there I had become the friend. But being such a sweetie I decided to listen to talk to her, what the fuck it was gonna kill some time. So I listened and advised as she poured her out, then something odd happened. When she hung up the phone I was legitimately sad, not only that but I couldn't wait to get to school the next day just to see her. What the fuck is happening to me?? I popped in a porno tape and amidst the sites of blond bimbos being impaled on ridiculously large sized cocks and hot little Latina's dyking it out I jerked off several times and went to sleep.

The next few years of school passed by in one large blur with only one constant. Kimberly and I had become almost inseparable. We spoke on the phone two hours every night and went out all the time. It was like we were dating, except for the fact that we have no physical contact at all outside of friendly hugs and pecks on the cheeks, and with a fair amount of resentment I saw her date many a guy and, to an odd side affect of being the friend I heard about every sexual encounter in detail. Size, position, duration. Women were keeping score and men as a species were losing. While she dated up a storm I hardly went out when not with her, while she was on her dates I was either at home checking out internet porn or just watching a movie.

After graduation we both got jobs in town. Who would have thought being a hardcore slacker in high school would come back to bite me in ass? That wasn't in the fuckin brochure! Anyway she got a job as a shooter girl at one of our local tittie bars and I got a job on the night crew of a local grocery store. We saw each other very little at first. Within three months of our new "real world" adjustment we began talking again and even going out again. Anytime we went out it was usually to one of the local tittie bars, what a cool chick! Occasionally she would call me up at 8am and invite me over, in which case we would sit there and watch movies and drinking beers, we were such good friends that we would even watch porno's now and then.

On the outside we both laughed at them and made fun of the so called acting. During a gangbang scene involving several women I would hear her say "Fake, fake fake, real, better be fuckin fake...", I had a great time externally, but internally I was in agony. I pictured that i was her on screen all too many times moaning like a wild women riding a stiff cock that. Or sucking like a vacuum on another cock. Several times I had to put my hand over my trousers to hide my erection, something she never missed an opportunity to tease me about. So, if I was this horny why didn't I just fuck her or at least ask her for "come on we're both horny what do u say?" sorta thing? Trust me I have many times before. But always got the same response.

"I'm afraid sex would ruin our friendship. I can get sex anywhere but your the best friend I have"

Amazing, she managed to compliment me and kick me in the balls at the same time. Gotta love her. Things went in this pattern for several months. Sometimes I would bring the vids, sometimes she would borrow them off her stripper friends. I was more then a little shocked to see how many "home movies" she brought home. Those were always the hottest, no bullshit plots or figures on a chock board acting just straight out fucking. It was surprisingly hard to look half these women in the eye after watching the movies. Often I would teas her and ask her when I would be seeing her on one of these tapes a question which would never get a response. Since she lived alone we never had anyone to bother us.

The weeks passed by in this pattern, come home at 8am, get the phone call go to her place, watch the movies, come home jerk off, go to sleep, jerk off in the shower, go to work. And I always fantasized about her. One particular morning however sticks out in my mind, I had gotten the call as always and was at her place in a flash. She opened the door and greeted me with a friendly kiss on the cheek, she had just gotten up and was still wearing her flannel pj's she told me help myself to a beer as she sat down in on the living room couch. I got a beer and sat in the easy chair and started to watch. As I listened to the loud rhythmic and somewhat intoxicated moaning from a hugged titted brunette that was being reamed by the hedge hog that's when I noticed a somewhat faint sound. In fact I had to strain to hear it, but I heard what sounded like a second chorus moaning, but it was far too low to coming from the tv. I glanced over and in utter shock saw Kimberly with her legs spread, eyes closed, head tossed back and her hand buried in the crotch of pants.

I watched for what must have been several minutes in complete aww when she looked at me, not started at all, more annoyed then anything and words that were music to my ears.

"Are you gonna sit there and watch or are you gonna join?" More a statement then a question

"Uhh yah" Was all I could muster for a response as my body then went on auto-pilot, I was so transfixed while watching her that I was barely aware of my own movements. The constant moans of the TV became nothing more then a soundtrack to this erotic display before me, I flipped the top button of my jeans open and pulled down the zipper my eyes never leaving her hand. As I pushed my own hand into my boxer-briefs and pulled out my cock, I shivered slightly as the cold air hit my rock hard member for the first time today. I could see the rhythmic motion of her wrist. Not surprisingly my cock was rock hard at the sight of my best friend fingering herself in front of me, I began stroking my cock keeping in time with her own. Closing my eyes and focusing on my hand as well as the combined moans of the TV screen and Kim I couldn't help but wonder what it was she was thinking about, the idea of her thinking of me exited me even more. As my pace began to quicken with each stroke I suddenly heard something that knocked me out of my fantasy world.

"Well, well, looks like you've been holding out on me." I could hear her sultry almost velvet like voice, when I opened my eyes she was staring directly at my engorged cock with a smile on her face. I knew I had to think of something witty to say and quick.

"I uhh, umm." Smooth fuck face, smooth.

"Well I may as well even things up, what do you say?"

"Uhh, cool." This amazingly vast vocabulary is exactly why they had to use a decimal on my English exams.

She smiled seductively while rising from the sofa and put her hands on the bottom of her shirt, just the knowledge of what was to come almost made me fire off my love gun right there, right when she was going to pull her shirt up she stopped.

"Wait a second. Why should I take off my shirt when you still have yours on?" As she said that she bit her bottom lip in that half pout sort of way. This girl is about as subtle as a kick in the teeth, but I wasn't about to argue. I quickly took my hand off my cock which actually gave me some relief as I yanked off my t-shirt and tossed it across the room. Still in disbelief of what was happening I settled myself back down and continued watching her as she smiled at me again.

"That's better, now we're even" And with that she unbuttoned her shirt revealing the two most perfectly tanned globes of glory I had ever seen in my young life. She tossed the shirt to the side of the sofa as I sat there dumbfounded. I guessed her tits to be at least a c up which were topped of with large areolas that seem to stick out and beautiful pink nipples. The women in these videos we'd been watching would have been very jealous had they seen her. I was completely dumbfounded by this heavenly sight when she then put her thumbs in the waistband of her pants. Some dumb urge inside me finally compelled me to speak.

"Wait a sec! Uhh are you sure you want to do this?"

"Damn right I do. It's my house and I have every right to get comfortable and that's exactly what I intend to do." Without a seconds hesitation she pulled down her flannel pants and panties at the same time a site which almost made me lose it right there. If her topless was a heavenly sight then this was indeed heaven. Her naked crotch revealed a well groomed "landing strip" like the women usually have in playboy, and two things became every evident. Number one that she was a natural red head, and two that she was very, very wet. Then just like that, she sat down and kicked off her pj pants.

"Ahh much better." Kim spread her legs wide giving me a full view of heaven, she then inserted a finger back into her already dripping wet snatch while at the same time moving one of her hands up to her large breasts tweaking her nipples which looked to already be rock hard. As she was pleasuring herself I just watched completely forgetting about myself, just watching in utter amazement as her left hand expertly teased and pinched her already hard nipples while her right hand slowly pumped her moist pussy. The sounds coming from the TV were practically non-existent by this point. As I was watching her almost silent moaning became more audible Just then she looked at me with the same smile on her face that I saw earlier and stopped what she was doing.

"You know, since you seem to be so interested in watching, I've got something for you to watch." Within seconds she was on her feet walking towards to the TV in front of us. She was now standing right in front of me, allowing me a perfect view of her amazing ass. That tanned round half moon was as perfect as I had dreamed it to be. After stopping the porno tape and pulling it out she bent down and started rifling through the stack of tapes in front of the TV and vcr, and incidentally giving me a view of her pussy and ass that I almost made me blow my load at the sight. My cock was harder then it had ever been and my head was spinning with thoughts of what may come next. Within seconds she found what she was looking for she popped a tape into the vcr before I got a chance to see the label. I gave her a quizzical look, before I could say anything she was sitting back on her couch with the remote in her hand nodding towards the tv.

"Just watch." Before I knew it she had pressed play, the image that appeared on the screen both shocked and excited me more then I can even put into words. It was Kim laying naked on her bed with her legs spread wide moaning loudly as she was being eaten out by a blond who's ass was facing the camera, it was evident from the angle of the camera and the distance that they had set it up themselves. The blond on screen had pale skin and a heart shaped ass, she glanced back at the camera with a smile. Right away I recognised her as "Sugar Cones" a stripper at one of the local clubs. Sugar quickly went back to her ask of eating out Kim who was squeezing her own tits while at the same time releasing some of her own lust filled dialogue.

"Fuck Stacy, you have the most talented fucking tongue I've ever come across! Gawwwd I never knew being with another women could be this fun! Oh my fucking god, YES! I'm about to cum! AHHHHHHH!!!" Sugar, or should I say Stacy had made Kim cum right before my eyes, as I was watching I looked at the date in the corner : Sept 15th. Holy shit! This was done last night!" Before I could fully get my mind around this the scene on the tape had shifted slightly, now both women were in a 69 with the camera at the side and Stacey on top, I could see from this vantage point that Kims hands were now on Stacy's tits. Kim's tongue looked to be buried between Stacy's legs this time it was Stacy's moans that were predominant.

"Oh fuck yah Kim that's it, work that tongue of yours girl!" I was so caught up watching this that I failed no notice Kim until she sat down on my thigh. My jaw must have been on the floor when she spoke.

"Like my home movies I take it huh? Let's see if I can figure out what else you like." With that she pressed her lips tenderly to mind and began kissing me deeply while her tongue began exploring my mouth. After a few seconds I regained my bearings and returned the kiss with vigour, the sounds of her and Stacy's exchanging moans filled the room and echoed off the walls. By the time the sound resonated in my ears I felt her hand grasp my cock and begin to pump painfully slowly while almost on instinct I reached up and took her amazing tits in each of my hands and started squeezing softly while brushing her nipples with my thumbs. I could feel myself about to cum which she must have sensed because the stopped jacking me off and cupped my balls and squeezed gently while at the same time breaking off the kiss which almost left me gasping for air.

She began to kiss and nibble my neck as I moved a hand down to her thighs and began to caress them before slipping my hand between them, just as my index rubbed her clit I glanced at the TV and saw Stacy laying on her back while Kim was sitting on her face moaning for dear life I could also see that Kim was leaning back at bit with at least one finger inside Stacy. I could also hear that Kim was moaning right in front of me. She pushed me back in my chair and got up with a smile then walked to the sofa and sat there with her legs spread, before I could comprehend this new development she said words that were music to ears

"Eat me stud boy!"

Again my body was on autopilot was I got up and walked over the sofa where Kim was sitting, my erect cock leading the way, Kim was all smiles, I glanced down to see her dragging a finger up and down her slit slowly, as I fell to my knees I noticed something out of the corner of my left eye as I looked over I noticed a glass of ice water that she was drinking. With one swift move I quickly grabbed a piece of ice that was still floating in the glass and put it between my teeth which gained a quizzical look from her, I just smiled and moved closer to her. I leaned forward and pressed the ice cube just below her belly button which made her shiver, I slowly dragged the ice cube down to clit and stopped as I heard her moan, then ever so slowly I moved the ice cube down her slit and back up and pushed the ice cube inside her which cause her to moan and writhe until I used my tongue to pull it out.

"Ohhhhhhh" Was all I heard as I smiled and took that as my cue to continue, I pressed the tip of my tongue against her clit then dragged it down her pussy before pushing it into her, I slid my hands under to soft ass to lift her up slightly and now had her propped up on my elbows as slowly tongue fucked her, just then I could feel her shudder again.

"FUCK! Fuck me now! Gawd I need it!" Not wanting to make her wait I put her down as quickly as I could without dropping her and stood up enough to align the tip of my still hard cock with her slit

"Yes! Yes!! Before I had the chance to do anything she pushed forward and thrust towards me with such force that I was almost knocked over, I quickly put my hand on the back of the sofa trying to remember what I had seen in skin flicks I pulled out to the tip thrust my length into which caused her to moan again with my free hand I pinched her right nipple while taking the left into my mouth, I sucked her nipple softly at first then suddenly I lightly bit her nipple which caused to her to jump slightly but must have jumpstarted her more because she now began thrusting back to meet me. The sounds of our bodies colliding as coupled with the moaning from the tape filled the room and must have made the neighbours wonder.

"Gawd I so close!" she wasn't the only one I could felt sweat form on my brow I trusted faster and harder. She put her hands on the back of my ass to pull me into her, I felt myself tense up and knew what would be coming next.

"Ohhh fuck Kim here it comes baby!" As soon as those words left my mouth I felt a began to shoot off like a geyser filling her with more of myself then I ever dreamed of. At the same time I could feel her pussy constricting around my cock, I knew from the moans I heard in the video that she was cumming as well. When I finished I pulled out and sat on my heels trying to catch my breath.

"Gawd that was great. I needed that!" she straightened while I sat there with a dopey "i just got laid" expression on my face.

"Uhh, yah that was amazing. Fuck wow."

"Well I hope your not spent mister man! Because that was only round one!" With that she smiled and got off the sofa and walked into the kitchen. I meanwhile just smiled like a dope and watched her gorgeous ass as she walked off. I climbed on the sofa and glanced at the TV as the tape continued to play. I watched the action on the screen while both women to moan furiously. Kim returned from the kitchen with another drink in her hand and sat down next to me. As great as she looked on screen I couldn't help but looking her over with a smile. Damn she looked amazing, almost like an erotic angel. Before I knew it I felt the blood rush to my cock for a second time today, something that she happened to see.