A Friend Indeed Pt 02

Jennifer's legs twitched a few times as the last tremors of her orgasm slowly subsided. I gently took my finger out of her sex as she laid there with her eyes closed. She was breathing heavily from the exertion and in the faint illumination of Gina's basement, I could see little drops of perspiration that were beading on the upper slopes of those unbelievably lush breasts. I turned my head to look at her face and couldn't resist the urge to ever so softly kiss her collarbone and then planted a few feather light kisses on her neck. I brought my hand up and lovingly brushed a few strands of dark blond hair away from her face as I settled down beside her.

Jen took a quivering deep breath and turned her head towards me, her eyes opening slowly as the cutest grin broke across her face. She looked directly at me, but it felt like she was staring so deeply into my eyes that I could have just totally melted.

"Wow."

"Yeah," I giggled at her oh-so-sweet understatement. "I agree...wow."

I tentatively leaned my head forward until I felt my mouth delicately pressing against those delicious lips, keeping the kiss deliberately gentle without most of the heat I was actually feeling. I drew back and whispered, "It will be our little secret."

"Okay," Jennifer smiled dreamily and blinked her eyes slowly. She gave the slightest nod of her head as the alcohol and exhaustion seemed to be taking its toll and mumbled, "You are such a good friend, El."

I leaned back without taking my eyes off of her beautiful face and tried to let my body relax. I watched as Jen's smile faded into the sexiest little pout and her breathing grew deeper and in just a few seconds she was fast asleep. I took in a deep breath and let it out very slowly, trying to calm my nerves as best as I could which was hard considering how excited I still was. It wasn't every day that a girl had a chance to actually live out one of her fantasies.

I cast a quick glance to make sure Jen was still out of it and then brought my finger that had just been inside of her up to my nose and inhaled deeply. As far as I was concerned, there wasn't a person on this earth that could make a more intoxicating fragrance. Without even a second thought I gave my finger a lick. I closed my eyes for a second so I would remember this moment, my first taste of Jennifer. Wow, it was better than I had even imagined it would be. I stuck my finger deep inside my mouth, savoring the tangy sweetness of my friends' nectar. I ran my tongue over it again and again until there wasn't a trace of her left.

I opened my eyes and stared up at the ceiling. I was wide awake as I tried to comprehend what had just happened. I had thought about kissing Jennifer (let's be honest - I had been thinking about a heck of a lot more than just kissing her) for what felt like the longest time and here I was lying in the dark next to her practically nude body. Did that just really happen? I was afraid that if I went to sleep I would wake up and it would feel like I had dreamed all of it. I turned my head and glanced over at her sleeping form once again and my eyes seemed to immediately focus on her naked chest. I'd been thinking about - okay, fine, I had been

lusting

over - Jennifer's boobs for months...and there they were in all their magnificent glory within arm's reach.

Those wonderfully large, round globes just fascinated me. But Jennifer being the sweet, inexperience person that she was never wore low-cut or revealing clothing, so most of my thoughts prior to tonight had been left up to my imagination...then she had walked out of that bathroom earlier tonight wearing a skimpy tank top with no bra. When I first saw her with her boobs slightly swaying and bouncing with every step, I could hardly breathe. It was a magical moment for me that will be burned into my memory. And of course that funny little shit busted all of us for gawking and flipped us the bird with both hands. My goodness, she was cute!

It seemed surreal that our little get-together had unfolded like it did. I mean, after Lori had ran around outside topless and then started wrestling with Gina, I could not believe how turned on Jennifer had looked while she watched them. I was staring directly at her chest when her nipples grew hard and it was truly a thing of beauty. Then I actually thought I was going cream my panties when Jen had been dared to take off her shirt - bless you Gina for suggesting we play truth or dare in the first place. Jen was just drunk enough to play the tease by keeping her back turned and giving us a couple of glimpses of side boob, but when she had turned around and struck that pose, she was more beautiful than I had ever imagined.

Now what I thought at the time was the icing on my cake (and truth be told actually gave me the courage to later on just out and out ask her to touch them) was when I was dared to give Jennifer a lap dance. Jen had been just buzzed enough to not bother putting her shirt back on, much to my enjoyment. I couldn't have asked for a more fulfilling experience short of having sex with her than to rub and grind all over the object of my affection. It was all in fun, but I really tried to make it enjoyable for both of us. Encouraged when I felt how wet Jennifer had been when I pressed my thigh into her mound, I knew that I was turning her on at least a little bit. It was so incredibly hot and I swear by the look on her face she was flat out ready to kiss me by the end of the song!

But looking back now, that all seemed like nothing more than a warm-up...I mean not fifteen minutes ago, I had actually held and caressed those marvels in my hands. I actually had that taut nipple in my mouth and oh, rest assured, I did not waste that golden opportunity. I suckled her for all I was worth. And when I was finally able to touch her most intimate place, she was absolutely soaking wet. I swear it was more amazing than I had been imagining it might be. I was actually a little proud of myself and it had been a true pleasure for me to give Jennifer those orgasms. That moment would always be genuinely special to me and a memory that I'll cherish.

I continued to watch Jennifer sleep or rather watched as her breasts rose and fell with her breathing. I swear I couldn't help myself as they really were spectacular. They really didn't even move all that much. They were just so beautiful... big and round but so firm that they hardly even sagged to the side at all. I had the overwhelming urge to touch her again...and kiss her...and do all sorts of things, but I knew I shouldn't take the chance of rousing her. I took another deep breath and willed myself to just keep my hands to myself.

So... what do I do? Hmph...that was a perplexing thought. I know I needed to do something about my over the top horniness. Ignoring it and simply going to sleep just didn't feel like an option. I toyed with the idea of just going ahead and boldly rubbing one out right next to her. I had to admit, that would actually be really hot. It was tempting, but I also didn't want Jennifer to wake up and be freaked out. She might not understand and I wasn't about to ruin what we had just shared, it meant too much to me. But would she be freaked out? Or would she be turned on?

As much as I wanted to and as sexy as that thought actually was, it just didn't feel right to rush in to anything. Even if I didn't want to come right out and admit it, I've known for quite some time that I had been slowly but surely falling for Jennifer. I wasn't even ready to go into the whole lesbian or bi question with myself or even if I was attracted to girls in general, but I do know that I liked Jennifer...a lot. And I certainly didn't regret what happened tonight in the least bit, but losing Jen's friendship wasn't worth the risk. I wanted her sober and in the right frame of mind so we could talk about what had happened and how she felt about it.

But that still didn't change the fact that I was about to go out of my mind with the need to get myself off.

I finally admitted to myself that there was no way I was going to get any sleep without getting some relief. Jennifer was in dreamland, not even moving and I was ready to jump out of my skin. I quietly stood up and went to put my shirt back on, but my nipples were painfully hard and as they rubbed against the thin cotton of my shirt I felt a little jolt of pleasure. That little fleeting pleasure was the last convincing argument I needed to sneak upstairs to use the guest bathroom for some private time.

I carefully stepped around the sleeping bags and tiptoed across the carpeted floor and stopped just before the corner of the basement. Did I just hear whispering? I strained my ears until I thought I heard it again. Or did I? I eyed the doorway to the stairs directly across from me on the other side of the room as I stood still and tried to listen. What should I do? If the other two girls were awake, what could my excuse be for going upstairs? I hesitated and continued listening. Yep, it was definitely a whispered conversation. My ears suddenly perked up because I really couldn't make out what was being said, but I could have sworn I just heard my name. Huh.

I tiptoed as close to the wall as I could where it turned right and closed my eyes as I focused on my sense of hearing. I held my breath and listened, but couldn't hear anything. Or did I... what was that sound? I concentrated harder and then I heard some muffled sounds and a very quiet giggle. And now they were whispering again. What the heck? What were Gina and Lori up to? I eased myself along the wall until I was right by the corner and could actually hear part of their conversation.

"Aw hell, you know it did."

"Yeah, I could tell."

"Like

your

panties are dry, bitch," I heard Gina snicker.

"I never said they were, bitch," Lori's voice quietly giggled in response.

I continued to listen to Lori and Gina's subdued conversation which kept pausing amid some other noises I couldn't quite place. At least I doubted those noises were what they sounded like. Were they? I took a deep breath as I gathered up my courage to go all out ninja. I leaned out from the corner just as quietly as I could until I could actually see what they were doing.

I guess I can't say that I was exactly 'stunned' by what I saw because I knew that Gina and Lori had been growing a lot closer over the past few months, the same way that Jen and I had. I think that my own thoughts and fantasies about Jennifer helped me understand and...I guess it just kind of made sense to me. I was actually smiling and was suddenly reassured that I wasn't the only one having these feelings. Lori was still topless from our earlier shenanigans and was basically sprawled on top of Gina, bracing herself on her elbows as Gina trailed her fingertips up and down the bare skin of her back. I watched the two of them as they passionately made out and I had to admit, they looked more than just a little sexy. This was hot!

I willed myself to be invisible as Lori broke the kiss and then got up on her extended arms and leaned forward until her generous tanned breasts were hanging pendulously over Gina's face. I was in awe as Gina arched her neck up and captured a puckered nipple between her lips and began sucking and licking. I heard Lori sigh as her friend reached up and began caressing and gently kneading both of her boobs while alternating her suckling between nipples.

"That's it, babe," Lori hissed as she looked down and watched Gina thoroughly ravish her chest. "Suck my tits. Suck them like Ellie sucked Jen's."

I was just a tangle of emotions as I watched and listened. I felt kind of stunned and a bit overwhelmed. I wasn't bothered in the least bit by the fact that two of my best friends were enjoying each other sexually. I really didn't care that they had spied on Jen and I or that they were talking about us while being intimate - it was just the opposite. My motor was already revved up by what had just transpired between me and one of my closest friends. Now I find out that my actions had not only inspired my other two best friends, but made them this horny? I was flattered.

I also could not get over how turned on I was by my incredibly sexy friends going at each other. I literally had to bite my lip to keep from moaning out loud and drawing their attention. I held my breath when I saw Gina's hands trail down Lori's sides until she was grasping the waistband of her panties. Lori straightened her legs out and lifted her butt up as Gina quickly slid them down her legs and Lori kicked them off. I had to give Gina credit as she didn't stop sucking on Lori's boob during that whole process.

I was aware that I had been absent-mindedly running my finger up and down my panty-clad vulva without even realizing it. Did that make me some kind of voyeur? Was I wrong to be watching? I didn't know and at this point I really didn't care. The fear of getting caught spying and rubbing myself or whatever had pretty much faded because I was mesmerized by what I was witnessing.

Lori had now moved up on the sleeping bag until she was straddling Gina's stomach. She was tracing her fingers all around Gina's cute little chest and drawing circles around her nipples. She stopped and leaned over with her long almost white blond hair cascading down like a curtain and put her ear next to Gina's mouth. She sat back up and nodded and scooted further up on her knees until she had a leg on either side of Gina's head. Lori's exposed sex was now hovering a good six inches above Gina's face. With her deeply tanned skin and sculpted body, she looked almost Amazonian in the moonlight streaming in from the little basement windows. Lori was staring down into Gina's eyes as she slowly ran her hands up her thighs and then continued on until she was cupping her breasts.

"Are you sure this is okay?" she whispered.

I saw Gina nod her head.

"I want you to tell me, Gina," I heard Lori say quietly.

"Fine," Gina laughed nervously. "It's okay."

Lori's fingers were starting to play with her hardening nipples and her voice was hoarse. "No, G, seriously...I want you to tell me what you want to do."

Gina turned her head and kissed Lori on the inside of her thigh. "I want to taste you."

"You're sure?"

"Yes," Gina whispered and reached up and under to cup Lori's ass with both hands and then used the grip as leverage to pull her head up off the sleeping bag so that she could plant a kiss right in the middle of Lori's pussy causing Lori to quietly gasp. Gina lowered her head back down and I could see her face break into a grin. "I am absolutely sure that I want to lick your pussy."

Without another word Lori slowly let her knees slide out to the side, lowering her shaved mound down until it was just barely touching Gina's lips. Gina turned her head again and gave the inside of Lori's thigh a long kiss and then kissed Lori's leg again only a little higher this time. Her third kiss was in the crease of Lori's groin next to her swollen outer lips. Lori was still cupping her breasts and intently watching Gina while pinching and pulling on her nipples. Gina hesitated for just a moment before she planted the next kiss squarely on Lori's pussy.

I heard Lori gasp and then whisper, "Uh, I really like that just in case you were wondering."

I couldn't really see her face, but had a feeling that Gina was smiling. "I was and me too...just in case you were wondering."

Lori probably had some witty comeback but Gina had decided to do something with her tongue that must have felt incredible because her response was, "OH! Oh...oh, fuck yeah!"

With that little back and forth I dropped all pretense of simple curiosity and kept watching them with one hand inside of my panties furiously rubbing my swollen pearl and the other caressing and rubbing my nipples, first one and then the other. I knew if I kept going I was going to make myself cum. Even though I actually prefer to be more comfortable when I masturbate, being able to watch Lori and Gina act on their desires was really fanning my flames. This was by far the craziest, sexiest and absolutely hottest thing I had ever seen in my life.

I continued rubbing and touching myself as Lori began rocking her hips, pushing her sex down into Gina's mouth. In response Gina ran her hands up Lori's sides and cupped her breasts, taking over the task of manipulating her nipples as she kept her tongue busy licking and nibbling. It seemed to me that Gina must have really known what she was doing because it wasn't too long before Lori was gasping and bracing herself by gripping the outside of her thighs as she started to tremble and shake.

Lori's gasps turned into little a series of whimpers that I guessed were to keep herself from being too loud. She looked amazing sitting up so tall and strong as she threw her head back and continued grinding her ass and hips faster and faster, forcing her pussy down harder and harder onto Gina's face. Her whole body started to shudder as she brought her hands up and put them on top of Gina's that were still grasping and squeezing her boobs and just held on, riding out her orgasm. Finally with a last little squeak of pleasure, she literally collapsed sideways off of Gina and just lay there kind of limp and breathing heavily. Gina sat up and rolled towards her and began planting kisses all over Lori's mouth and face.

I retreated back behind the corner out of sight as quietly as I could and just sort of leaned against the wall. I wasn't able to get myself off, so if I thought I was turned on before after being a witness to

that

then this was a whole new level of excitement. To say I was out of mind horny would have been an understatement. I was actually feeling short of breath and a little dizzy. I looked back over at Jennifer who was sprawled on top of her sleeping bag. I took a few silent steps closer and just stared down at her. She looked so incredibly sexy wearing only a pair of boxers, lying on her back with those amazing boobs on display. She looked so adorable with one arm thrown out to the side and the other draped across her stomach.

I took a deep breath to steady myself. I knew exactly what I needed to do.