The Subject

The four girls continued to chat past 9pm, eating leftover pizza, talking about boys (and girls), and just enjoying each other's company. None of the girls had actually put on any clothes, and Bess continued to be the only one covered in some way as she still had her towel on. Her breasts were exposed, but her penis was not.

At one point, the subject of families came up.

Katy, who was lying on the carpet, said, "Well, you met my mom. I never knew my dad. I have a couple of cousins in Michigan, and an aunt and uncle. My mom's parents live in Florida. That's pretty much it."

Lily, sitting next to Dara on the couch, chimed in. "My mother died when I was a baby, leaving my father to raise my sister and I. He still loves her, and sees her in Akane and I. It makes me sad sometimes because he wants what is out of reach...he wants her back. I think he goes on these business trips because sometimes he can't bear to see her in us. But I know he loves us deeply, so I don't begrudge him."

Dara leaned forward. "I live with my granddad. My mother and father died in a car crash when I was 9."

The others gasped. Bess put her hand to her mouth. "Oh God...Dara, I'm so sorry. That must have been awful."

"Yeah, it was. I really loved them, and I don't think I've ever really gotten past it. They were good people, you know? And one day? Bang! Dead. Really shaped the way I am now." Dara's eyes were moist.

Lily turned and hugged Dara. Dara actually tried to pull away, but Lily would not let go, and tightened her hug. After a few more seconds, Dara started to openly cry, burying her face in Lily's neck. Lily just squeezed tighter as Dara seemingly let out years of bottled-up anguish, if only a little bit. Bess leaned forward a bit, her own eyes filled with sympathetic tears. Katy got up and brought some tissues to Dara, who took one after Lily finally let go, lightly dabbing her face. "Thanks", she said huskily. Bess also grabbed one.

The group let Dara compose herself, who then looked at Bess. "What about you? Holly mentioned your folks?"

Bess nodded. "Yeah, mom and dad. They're good...a little overbearing at times, but they're great. Oh, shoot!" She looked at the clock on the wall.

"What?"

"I needed to call them by 9 to tell them what time I'd be home."

Katy said, "Well, you won't be home tonight...this is a full-on sleepover! You're staying here tonight."

"I...I am?"

"Yes! You're all staying here tonight!" The other two girls looked at each other. Both of them grabbed their phones to let their loved ones know.

Bess stammered. "I didn't bring a change of clothes..."

"It's fine...you can wear your jeans again tomorrow, and I have some sweatshirts that'll fit you."

"O-ok...I'll call my parents then..."

Bess got up and went to the kitchen, where her phone was charging. This was going to be an odd conversation.

-----

It was 9:20 when the phone rang. Janet Ulrich immediately became worried. Bess rarely was out this late...her mother totally trusted her, but she still worried. She had been on the couch with her husband, Mark, when her cell rang.

She saw it was from Bess, and quickly answered it.

"Hello?"

"Hi mom..."

"Elizabeth, are you okay?"

Her mom always used her given name when she was stressed. "Yes, mom...I'm fine. I'm just...checking in."

"Oh, okay...phew." She nodded to Mark and gave an 'ok' sign.

"So...um...I'm going to be going to...a sleepover tonight. Is that okay?"

Janet blinked. "A...sleepover?"

Mark's jaw dropped.

"Y-yeah. Is it okay?"

"Of course!" Janet said that a little too quickly, she thought. "Are...are you sure you want to do that? I mean...if you want to, it's completely fine with us! But you're sure?"

"Yeah, mom. It'll be okay."

Janet blinked and smiled a little. "Where's the sleepover?"

"Um...ah..."

Why is she hesitating?

"It's at...Katy Jenkins's place."

Janet dropped the phone.

-----

Bess rubbed her temples in embarrassment. The other three girls were watching her side of the conversation, intensely amused. Katy walked up, still naked, watching Bess with a bemused look on her face.

"My mom dropped her phone, I think...after I told her that I'm staying at your house."

Bess could hear the phone at the far end being picked up, and she gave a thumbs-up to Katy. Katy waved to get the phone. Bess blinked and, for some reason, handed over the phone.

"Hi, Mrs. Ulrich? It's Katy Jenkins."

A long pause, then she could hear the speakerphone activate on the other phone. "H-Hi, Katy...we're both on the line." Katy could hear Mr. Ulrich say hello from the background.

"So yeah, a few of us are having a sleepover, and we wanted Bess there too!"

Janet tried to sound casual, and mostly succeeded. "That's great! So, Katy...it's nice to hear that you and Bess are hanging out!"

Katy suddenly had that secret smile and her eyes drifted toward Bess's crotch, and Bess's eyes went wide.

"Oh, yeah...Bess is standing here in front of me...hanging out." Bess put a hand over her eyes.

A long pause. Janet then stammered, "Um...uh...Katy, is everything good over there?"

"Mrs. Ulrich, I can tell you for a certainty that Bess is good. In fact, she's fantastic."

Bess had had enough and grabbed the phone back. "Mom?"

Janet's voice sounded a bit strained. "Dear, I don't want to pry, but can your father and I assume that you and Katy have become...close?"

Bess felt like she was going to hyperventilate. "...yes."

One more long pause. "I love you, sweetheart. We both love you, and we are so proud of you."

Bess was utterly stunned. "What?"

"We will talk to you tomorrow. You have fun at your sleepover with Katy."

Suddenly, Bess gained some understanding. "T-thanks, mom. I love you guys too. I'll talk to you tomorrow." And she hung up.

-----

Janet hung up the phone and cried happy tears into Mark's shoulder. Mark sniffed and looked at a picture of 12-year-old Elizabeth "Bess" Ulrich on the wall, and prayed...

Please Lord, let this be something good for our little girl.

-----

Katy walked back to the living room, a satisfied smirk on her face.

There was a sudden SNAP, and Katy leapt forward five feet in surprise and pain. She looked back and rubbed her backside.

Bess was there, naked. Her towel was in her hand and she was twirling it to go after Katy again. "What was that?!" Bess said. "You basically told my parents we hooked up!"

Katy, wary of the towel but also having an absolute blast, said "Yep! I mean, I could have told them that you fucked me twice AND you fucked my mom too...but I was very discre(SNAP!)AAIEE!"

Dara and Lily laid back and watch the shenanigans unfold with no intention of interfering as a naked Katy Jenkins ran around the room being chased by a naked Bess Ulrich.

-----

The towel had gone back to covering Bess's lower half, and Katy was on the floor rubbing the five or six welts on her backside. Bess felt a little guilty, but not too guilty about that. Katy, seemingly out of nowhere, blurted out, "So...Bess. Who's your Subject?"

Dara rolled her eyes. Bess shook her head. "We've had this conversation before, Katy. I can't tell you."

"Okay, then how about this? Can you tell us what you wrote? There's no rule against that, right? As long as you don't mention one of us by name, you can just tell us what you want to do. Come on...please?"

Bess looked at Lily and Dara. Dara shrugged, "Shouldn't be against the rules."

Lily nodded. "I am curious as well, I must admit."

Bess sighed. She closed her eyes and recalled the paper she wrote.

"My subject is... ...I have long thought about her. The way she walks. The color of her skin. Her eyes. The curve of the small of her back. All of it is like music to my soul. I've never been close to her, but that's on me. She is kind, generous, and caring. Given the opportunity, I would fill her to the brim with myself. I would bring her to orgasm over and over, to the point where she would have no strength left. Then I would erupt in her and on her, covering her with my seed. Then I would kiss her gently on the lips, to thank her for being my inspiration."

No one said anything for a moment. Then Katy climbed into Bess's lap and kissed her passionately.

"That was beautiful."

"Thanks."

"I just wish it were for me, and not Marcia."

Bess choked. "What?! How...!?"

Katy stayed in her lap. "Well, you wouldn't know Kaia at all since she just moved here. And throughout the whole reading, you never looked at either me or Lily. I know you well enough that if your Subject were here, you would have stolen at least one or two glances through that."

Dara laughed. "Wow! That's some fine detective work, blondie!"

Katy curtsied from Bess's lap, then looked back at a dejected Bess. "Don't be sad, Bess. You didn't break any rules, and we won't tell Marcia." Lily nodded in agreement. "Promise."

Katy's phone rang. She bounded up to get it. "Hello? Oh, hi Marcia!" She made a goofy face at Bess.

"Oh! That's great! Okay...hang on."

The other three watched Katy walk to the front door, open it, and then return...

...followed by Marcia.

-----

Marcia walked into Katy's living room, her overnight bag slung over her shoulder, and took in a wonderful sight.

Katy was walking in front of her, completely naked. Over on the couch was Lily and Dara, both naked. And Bess sitting on the big, overstuffed chair, only in a towel.

Bess! Only in a towel!

"Hi everyone! Wait, Katy...is your mom sleeping? Sorry, I'll keep my voice down." She kissed Katy, then walked over to kiss Lily. She looked at Dara. "May I?", she said with a hint of humor. Dara scowled, then nodded. Marcia smiled and kissed the Asian girl.

Then she walked over to Bess.

"Hey, Bess! It's great to see you here." She appraised the towel. "Like this." Bess blushed furiously, with an arm over her boobs.

Katy leaned on the chair arm. "We've been here just having fun! But then, look at what Bess did to me! Look at these welts on my poor butt!" She stuck her naked ass up and pointed out one purple spot. "It still hurts!"

Marcia looked at Bess in mock outrage. "Bess, did you do that?"

Bess became very defensive. "Yeah, but she started it...she got my mom believing that we...did it!"

"You know", interjected Dara, "we're supposed to protect and care for the Subjects...snapping one of them with a towel is definitely not 'protecting' or 'caring for'."

Bess's mouth dropped open. "I...I..."

Katy laughed. "That's enough. We're only teasing. Besides, it's not like your folks believe something that didn't actually happen, right?"

Bess nodded slowly. "I guess...?"

Marcia shook her head. "Wait...hang on...did...?"

Katy nodded excitedly. "Mmm-hmmm!"

"Bess! Did you fuck Katy?"

Bess blushed a bit, and then smiled. "I did."

Katy added, "Twice!"

Marcia gaped. "Twice?!" Beet-red, Bess nodded again.

"Yeah, the second time was in the shower. I thought Bess would be worn out after the first time, and then I thought the same thing after she did mom..."

There was a long silence.

Marcia closed her eyes and shook her head. "Hang on...rewind. Bess, did you not only have sex with Katy...TWICE...but also with HER MOM?!" She looked directly at Bess.

Bess, still a deep crimson, nodded slowly. She started gesticulating, her breasts exposed again. "But...but it wasn't my fault! After I finished with Katy, I hadn't...you know...calmed down. So Katy...KATY...called in her mom, and her mom was NAKED! She was just walking around the house naked!"

Marcia nodded sagely. "Yeah, she does that a lot."

"Right...so she comes in and bends over the bed to see Katy. And her butt...her butt is RIGHT THERE! What was I supposed to do?!"

"Bess, can you clarify something? When we talked to you yesterday at lunch, you had never even revealed yourself to anyone. Right?"

Bess nodded.

"Now, around nine hours later, you've now had sex three times with two different women, is that right?"

Another nod. Bess looked down.

"I could not be happier for you." She leaned in to Bess and kissed her. The towel moved, and the movement caught Marcia's eye. She turned her head and looked toward Bess's crotch.

Bess licked her lips, thinking about strawberries. Then saw Marcia and her eye-line. Marcia turned back, smiling. She stood up.

"I feel overdressed." And with that, she started to peel her clothes off, staring at Bess as she did so. With each piece of clothing that hit the floor, there was a movement in the towel. Lily stifled a grin, since now she had a pretty good view under Bess's now-tented towel from the couch.

Marcia was now completely nude, and Bess was clearly reacting to her well-tanned body.

Katy moved from the chair arm, and Marcia leaned in close to Bess. "I'm going to move your towel, Bess. Is that okay?"

Bess unconsciously nodded.

Marcia smiled and spread the towel apart. As soon as she did, Bess's cock sprang free. Marcia's eyes widened, and she looked at Katy, who nodded.

"You got this thing inside you?"

Katy nodded again while putting up two fingers.

"Bess...w-wow Bess..."

Bess watched Marcia's face. She thought that face was so pretty, and it made her happy to see such excitement on it, and that she was the reason for it. Then she thought about something, sighed, and closed the towel.

Marcia frowned. "What? Bess, what's wrong?"

"Marcia, I'm going to tell you something that I might get in trouble for, but I think it needs to be said, otherwise, it'll just be awkward." Marcia nodded seriously and sat next to Bess on her knees. The other girls listened intently.

"Marcia...you...you're my Subject for the first assignment."

Marcia smiled, and the others looked at each other in confusion.

"The others had already guessed it and had promised to keep it a secret from you, but I can't keep that secret. I can't, because...I really want you, Marcia. As you can see." She motioned to her erection. Marcia glanced to it, but her eyes immediately went back to Bess.

"If I do have you in class...I want it to be special. I want it to be the first time. Does that make sense?"

Marcia nodded with a smile. That smile faltered though as she watched Bess retreat a little into herself.

"But then...how can I expose myself to the whole class? What if I can't perform? That would KILL me if I can't..."

Marcia put her hand on Bess's arm. "Bess. It's okay. Look how far you've come in just a day!"

"But you're all girls! The class is full of boys...I can't imagine ANY of them being fine with me...with that!" She motioned at her still-erect dick.

Katy interrupted. "So what? Forget about all of them. Forget the students, forget the teachers, even forget me and Kaia and Lily. It's just you and Marcia."

Marcia nodded. "And as for getting it up, I want you to think hard about what you're going to do to me. You're going to take that beast and wedge it into me and reshape my pussy from the inside. You're going to make me cum just by sliding it into to me, even before you start moving. I want you to wake up Monday morning, and as you're eating breakfast across from your parents, I want you to think about my legs wrapped around your waist, pulling you even further into me. Your dick will be hard enough to cut DIAMONDS by the time 7

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period happens. Nothing will soften your cock until you release your load into MY pussy. You hear me?"

Bess nodded dumbly, her eyes glazed over from picturing Marcia at the end of her cock.

"Also", Marcia considered, "how do you think I'd feel if you couldn't get it up for me? I would be so SAD. Is that 'protecting and caring for'? I think that would be a rule violation. What do you think, girls?"

The two other Subjects agreed, as well as Dara. Bess looked at all of them in despair.

Marcia moved in close. "I want you inside me, Bess. I'm going to abstain from doing anything to you until Monday. Don't you DARE make me wait any longer!" She then kissed Bess deeply. Bess moaned happily into the kiss.

Katy walked over and casually uncovered Bess's cock. "The problem is that this big boy still needs attention, and my poor little pussy needs a break, at least for a few hours.

Lily quickly spoke up. "I'll do it."

All of the other girls looked at her in concern. Dara went further. "Lily, no. It's too big!"

"I can do it...it'll be hard at first, but I want to try. Bess, will you let me try?"

Bess nodded slowly. "Yes, Lily, but I promise to go slow. I don't want to hurt you."

"You won't. I trust you, Bess."

-----

Bess was laying on the couch, her stiff cock pointing skyward. Lily examined it closely. It was very big, but she was confident that she could eventually get much of it inside her. It was suggested that Lily be on top so that she could have more control.

Dara was beside her. "Lily, are you sure?"

Lily nodded. "I have to try. Some of the boys in 7

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are large...I have to know my pussy can take larger cocks. This will be a good test."

She touched Dara's face. "Don't worry, my Protector. Bess will not hurt me. She will be as gentle as she can." Dara looked at Bess, who nodded. "I promise." During this, Katy was slathering lube on Bess to hopefully make the going a bit easier, pulling the foreskin back and covering the head and shaft.

Dara helped Lily climb onto Bess's tummy, and then she shimmied herself back so that her butt pushed up against Bess's shaft. Lily giggled when she felt the lube between her butt cheeks. Katy handed the bottle to Dara. "Do you want to do the honors?"

"Thanks." Dara then put some lube on her fingers and started sliding them inside Lily's cunt.

It's so tight in here...that dick will never fit!

Dara loaded her lover up with lube, then withdrew her hand. She kissed Lily, then stood back with Katy and Marcia. Katy put a comforting hand on her shoulder which caused Dara to tighten up for a moment, but then she eased.

Lily raised herself up and grabbed the end of the cock. It squished lube in her hand as she guided it towards its target. Bess watched as her cockhead got closer and closer to its objective. Both girls moaned happily as the head touched the pussy lips and kept going. Bess couldn't believe how much Lily's pussy was stretching. The girl was breathing in fits and starts and her eyes were shut tight as her body forcibly adapted to this carnal creature invading it.

Lily's eyes rolled completely back, and she mumbled gibberish as she slid down a bit more. Dara came back over and was rubbing Lily's back, which distracted the girl as she continued to push downward.

Bess groaned blissfully, feeling her cock compress in Lily's tiny snatch. Lily's pussy squirted natural lubricant in a desperate attempt to allow passage for Bess's massive tool, which mingled with the artificial lube applied by the other girls. Lily continued to work at it though, and the penetration continued slowly but surely.

For their part, Katy and Marcia just watched with quiet admiration for Lily. Inch by inch, her body swallowed the cock. Her little form spasmed and jerked, making her go as slow as she dared. Katy knelt next to Bess who turned and saw that beautiful smile right next to her face. Bess smiled back, and Katy just started kissing her face, slowly and passionately. Her lips, her cheeks, her forehead...Katy was just loving Bess's face.

Marcia liked that idea and moved next to Lily. Dara eyed her suspiciously but didn't stop her as she did the same thing to Lily that Katy was doing to Bess. Marcia's lips swept across Lily's face, kissing everything they could reach, especially her mouth. The unique combination of Marcia's facial ministrations, Dara's deep and sensual rubbing of her back, and especially Bess's thick rod filling her up tipped Lily into an orgasm that caused her to quiver and shake. This caused her body to slip down a little further, and Lily squeaked in surprise.