"Right." Brandi sighed. How had Kate had passed highschool? "Look, if you don't-" Kate tickled her ribs, "Ah-HAHAHAA" Brandi spazmed. "Kate!" She chuckled, "W-We have to-" Kate's hands dug under her shirt and ticked the sides of her breasts. "Ahaha!" Brandi couldn't control herself. She felt her shirt sliding up and over her bra.
"You were always really ticklish here!" Kate aggressively straddled her old friend.
"You bitch!" Brandi barely spat out. She went on the offensive and tickled Kate's bare midriff and hips.
"Eek!" Kate was disarmed and fell backward. Brandi pounced, her heavier frame dominated the smaller woman. She went lower and tickled her inner thighs, held open by Brandi's wide hips. "No fair!" Kate screeched. She clenched her legs helplessly against Brandi and thrust her hips against the invading fingers. "Aah!" She screamed louder as Brandi began digging under Kate's tight shorts, dangerously close to the woman's groin. "Stop! Stop! I'm going to pee!"
Brandi laughed and stopped. She slumped over Kate and gasped for air. Her bra-clad tits were on display just inches from Kate's face. "Okay." She breathed, reaching up to pull her shirt back down, "Let's get back to-" Kate reached around and quickly unclasped her bra and ticked her bare, hanging tits. "You bitch!" Brandi laughed as Kate assaulted her sensitive, naked skin. Her jugs shook as she tried to fight off the bratty girl. "L-Lets see how you like it!" She pulled up on Kate's top and her tits fell out easily. She tickled under her arms and Kate immediately was on the defensive.
"B-Brandi!" She called out as her hips bucked and her tits shook. "Haha!" Brandi was out for revenge. She flipped the giggling mad woman and pantsed her. "Aah!" She shrieked with a smile as Brandi yanked her bottoms and panties down to her knees. Her pussy was shaved bare. Then she ticked Kates most sensitive areas. Kate kicked and screamed and yelped with her ass shaking in the air and her bare tits against the carpet floor.
"You like that huh?" Brandi tickled her friends legs and ass, "You like-" She stopped when she realized how wet her friends pussy was. She really was liking this. Brandi's body went cold. "Uh, Kate-"
"Ha!" Kate exploited the moment of weakness and turned, pouncing on Brandi and lowering her bottoms. "I got you now!" She ticked Brandi's hips and bare midriff as her fingers explored downwards.
"K-Kate!" Brandi fought and laughed, unsure as to whether or not to go on. Kate yanked her pants and panties to her ankles and attacked her bare thighs with soft, agile fingers. "W-Wait!" She chuckled. She noticed Kate's face was very close to her hairy muff. "Umf!" Brandi felt fingers close to her awakening womanhood. "E-Enough!" She fished a leg out of her bottoms and hooked it around Kates head. He locked her face into her groin and held her there. "Kate!" Brandi tried to calm her down, but Kate continued to tickle her stomach as her face was smothered. "Kate," Brandi said more quietly as the tickling turned to caresses, and Kates mouth began to move and munch on her moistening pussy. When had they both gotten so naked? When had they both gotten so turned on? "Kate!" She held her friends head as she ate Brandi's pussy. "Woah!" Kate's bare, sopping wet, fuckable ass wiggled in the air as her tongue explored her friends pussy. Kate's hands molested Brandi's hips, tits, ass, legs, and even her own pleasure as she gobbled up another woman's sex. She was eating her best friends pussy. "J-Jesus!" Brandi gasped. Kate's eyes were on hers as she licked and circled around her clit and lips.
"Kate!" She called out again. She felt the woman wriggle a finger inside of her and suck and flick her clit with her mouth. She moaned as the finger fucked her and her clit fucked Kate's mouth. The pad of her finger curved round the front wall of her pleasure and fucked her where she knew she loved it most. She saw Kate's other hand between her own legs as she humped the floor. Brandi gripped Kate's hair hard and pulled her even tighter and closer with her strong leg. Brandi was hot and sweaty. She felt Kate slow down. "Don't you stop." Brandi's legs both wrapped around her friends head and squeezed tight. Both her hands held Kate's face and scalp. "Oh!" She felt herself close as Kate circled and munched and nibbled and finger fucked with even greater vigor. "C-Christ!" She humped her friends face and rode her into a higher pleasure . "Oh!" Her body clenched and her heart beat wildly.
"I'm-" She started, "I'm!" She silently screamed as Kate pushed her over the edge and licked her into heaven. She shook and groaned as waves of pleasure overtook her body and she crashed her hips into Kate's whore face and lips. She came long and hard and Kate didn't stop until Brandi was exhausted and her body settled to the ground. Her grip loosened and Kate gasped for air. "Oh, wow!" Brandi sighed and caressed the inside of her wet, bare thigh. "That was-" She realized what had just happened and blinked in confusion and embarrassment.
"Great!" Kate finished. She rolled to her back, her small, wet, sweaty, slutty body wriggling on the carpet. "Great study session!" She got up and tightened her pants and lowered her shirt to acceptable levels as Brandi heaved air into her busty chest. "Same time tomorrow? If you can do my homework for me by then, maybe next time you can show me how you use your mouth!" She gave a kiss in the air and sauntered her way out. "Or, you know, whatever floats your boat."
