She Noticed Ch 1

I had always thought that she was a pretty girl. From the first time I saw her, but I never noticed anything beyond that. She was a close, dear friend of mine and my fiancé. Karen was about 5'6" with reddish-brown hair that cascaded past her shoulders, pale skin with freckles here and there. Though she wasn't thin, she was far from heavy...beautiful as a matter of fact. However, I had never seen her as more than a close friend.

My fiancee had a thing for her and openly admitted it to me (we have a very open and honest relationship). Never the less, I had not seen her as more than a friend...until one weekend when we went to the beach. We had went as a group: Me, Devon (my fiancé), Andre (my brother), and Karen. We grabbed some snacks and sodas, filled up a cooler and headed for the beach! Devon and I joked around during the one hour trip while Karen and Andre sat in the backseat chattering every now and then. I figured that they would eventually hit it off because my brother prided himself on being a "lady's man". However it didn't happen that way at all.

Karen hung around Devon and me most of the time! If she wasn't playing and splashing around with me, she was on Devon's back or something like that. If she had been anyone else, I may have gotten jealous, but I didn't. Actually, it was beginning to turn me on a little. Thank goodness I was submerged in water already! We all got out the water for a while and let the sun warm us for a while. My caramel skin had already grown a shade darker from being out all day and her pale skin was now slightly sun-kissed. Andre fell asleep on a towel, so we left him alone. After burying Devon in the warm sand, we decided to go back into the water for a while.

We had expected for the sun to warm the water a little more, but it was still very cool even after hours and more hours of sunshine. I slowly made my way into the water, following Devon and being followed by Karen. After taking a minute or two to adjust to the water again, I was okay. I looked up and saw Karen in Devon's arms in the water with her teeth chattering furiously. "You haven't gotten used to it yet?!" I laughed.

"N-n-not yet," she replied with a chilled stutter.

I laughed and played in the water some more. I soon made my way over to them. Looking at them, I thought that if Devon and weren't together, they would be a cute couple. I silently chastised myself for even thinking that way! How could I even imagine my fiancé with another woman...AND THINK THAT IT MIGHT BE CUTE!?!?!?! This was absolutely insane, especially considering how I had one hell of a jealous streak and everyone knew it! But the thought of Devon and Karen together still turned me on!

Devon's laughter dragged me away from my thoughts. She was tickling his neck and had him laughing hysterically! I think I laughed harder than he did! For some strange reason, my eyes darted to the top of her two piece. Her nipples were as hard as diamonds! My mouth instantly watered at the sight. I went underwater to cool myself down, wondering what on earth was wrong with me! I swam away from them a little bit, trying to clear my thoughts.

Karen was a good friend and would probably pitch a fit if she knew the thoughts that had crossed my mind on that afternoon about her! She would probably never speak to me again from the shock of it all! We often joked around about a threesome with her but I knew that she never took it seriously. It was all in fun, although after that day I started wishing that it wasn't.

One day, soon after our trip to the beach, Devon asked me if he could have a day with Karen. Jokingly, I said "As long as you call me first and let me know." I knew that he was very attracted to her, so I had felt a little bit intimidated by that. He assured me that he would never leave me for another woman and that made me feel so much better, but never-the-less, he wanted to do her. The crazy thing is I WANTED TO DO HER TOO! But I knew that it would never happen for me.

A week or two after we took our trip to the beach, Devon and I invited her over to watch a movie with us. We were all on the couch with the lights out. Devon had his head in my lap and his legs on her. I thought we looked like a cute little trio. I have gotten so turned on that I had to go the bathroom to wipe my wetness away! Somehow Devon had switched ends once I returned to the living room. His legs were now in my lap and his head towards her. I began to play with his feet and she tickled his neck. After a few minutes we settled back down and continued to watch the Mel Gibson flick. For some reason, I looked up at her and she looked at me and we kind of just smiled at each other for a brief moment. I wanted her so bad! She still had no clue whatsoever!

Once the movie was over, she got up to leave, saying that she had to be at work the next morning. "I'll talk you guys later," she said, just before leaving. Devon walked her out to her car to make sure that she was safe. I took a few deep breaths to calm my frazzled nerves. "Octavia, get a hold of yourself," I scolded myself. "It is not going to happen so let it go".

A month had almost passed by since that night that we all watched the movie. Karen had been over several times since then for other movies, card games and things like that. I had pretty much given up on the thought of ever having her, but I still found her beautiful. One rainy afternoon, She came over to pay me a visit...

I answered the door. "Hey girl!" I said smiling at her. " I thought that you had to work today."

"I took the day off," she replied. "I deserve a break from those kids every now and then"

"Amen to that," I agreed, letting her into the house. "So what do you have up for today?"

"Nothing really," she said, shrugging off her raincoat. She handed it to me and I hung it up. "I wanted to see what you were doing today."

"Nothing," I responded. "I was planning on renting a movie or two and binging on some junk food."

"Sounds great," she said, sitting on the couch. "Want to help with the junk food?" she asked, looking at me.

"That would be great," I said, smiling at her.

"When will Devon be back?" she asked.

"Sometime tomorrow evening," I replied as I put on my sneakers.

"So I have you all to myself tonight huh?" she said casually.

"Yep," I said, not paying much attention to her words. "Which car are we taking?"

"It doesn't matter," Karen said, rising from the sofa.

We went to the video store and grabbed three movies and made a quick stop by the liquor store for some rum. We were back at the house in no time flat, ready to begin a girls night of movies and junk food. We ate potato chips while we watch the first movie and agreed on pizza for the main course. Just as the previews for the second movie began, there was a knock on the door announcing the arrival of the pizza boy. Karen took care of the pizza boy while I blended some lemonade, fruit punch and rum into the blender. After making a huge pitcher of our frozen drinks we met in the living room on the floor. It had finally grown dark outside, so we turned the lights off for the whole movie effect. Halfway through the movie, I was full from the pizza and had sauce on my fingers.

"Yuck," I said reaching for a napkin.

"What are you doing?" Karen asked.

"Getting ready to wipe this sauce off of my fingers," I replied.

"Oh, no you're not," she said grabbing my hand. she then slid my middle finger between her lips to suck off the red sauce. I felt myself starting to get wet from the sensation. She then put my ring finger in her mouth and sucked the sauce from it, slowly withdrawing my finger from her warm mouth. She then licked the sauce from the rest of my trembling fingers. "There," she then said, almost innocently. "You can't let good sauce go to waste."

I could only nod my head like an idiot! She smiled at me shyly and turned her attention back to the movie. A few minutes later, it dawned on me. She was teasing me! I looked at her then. She had a little smile on her face that confirmed my suspicions. She was trying to seduce me. But I wasn't going to let it happen...as much as I wanted it too. We had both been drinking and I wanted us to be clear headed if it ever did actually happen. I excused myself and went to the bathroom.

"I can handle this", I whispered to myself. I tried to convince myself that she was tipsy and unaware of what she was doing. That did nothing to stop the wetness that was steadily growing between my legs. I pulled my sweat pants down and grabbed a towel to wet and wipe the moisture away. As I let the warm water flow over the towel, I couldn't resist touching myself to see just how wet I was. I was damn near soaking! My mind drifted back to how good it felt when she was sucking on my fingers. Before I knew it, I was slowly running my fingers around my wet clit, thinking about her. I eased onto the toilet, now massaging myself slowly, but firmly, pretending that my fingers were hers. I moan escaped from my lips.

"Tavia, are you okay in there?"

Karen was just on the other side of the bathroom door!

I immediately straightened up, embarrassed though she hadn't seen me. "I'm fine," I stuttered. "I'll be out in a minute."

"Okay," she said. "I was just checking."

Once she was gone, I grabbed the steaming hot towel and wiped myself clean. I chastised myself for being a horny little twit and regained my composure before going back into the living room. When I sat back down on the floor, I noticed that she had undid three buttons on her shirt. I could see part of her blue bra and the swell of her beautiful breasts. Oh my God!

"What?" she said looking at me funny.

"What?" I said back at her.

"You said 'oh my God'. What's wrong?"

I had not even realized that I had thought aloud. "Nothing", I said quickly.

"Confess" she said.

"No" I said back.

"Don't make me tickle you," she threatened, immediately going for my ribs. I squealed in ticklish delight at the assault of her fingertips. "What is it?" she asked again.

"I love your breasts!" I yelled, finally giving in after a few minutes of merciless tickling. She became as still as stone. She just looked at me for what seemed like an eternity. I was completely mortified!!! Me and my big mouth!

Just as I was about to get up and run to my bedroom in embarrassment, she said, "Do you really?"

After a moment I responded."Yes. I think that they are gorgeous."

"When did you notice them?" she asked me.

"When we went to the beach last month."

"Oh really?" she said reaching for the buttons on her blouse.

"Yep," I said, mesmerized as she removed her shirt and bra, exposing her wonderful breasts to me. I swallowed with difficulty as she leaned closer to me.

"Can I see yours?" she asked in a voice that was almost shy. Wordlessly, I removed my own shirt and bra, revealing my 38ddd's. "You have awesome breasts," she said, smiling as she reached out to touch one of my hardening nipples.

She then leaned closer to me and took my right nipple into her mouth as she played with the other. I moaned as her tongue swirled around the tip of my now diamond hard nipple. I reached into her hair and pulled it free of the hair clip that always held it in place. I played in her hair as she gently sucked at one nipple than the other.

After several minutes of the sweet torment, I pulled away from her. In spite of my shock, I wasn't about to let this younger woman turn me out so easily. I laid her down on the carpet, and began to play with her nipples, making them harder. I smiled as she began to squirm under me. I then took her left nipple into my mouth, teasing it with the tip of my tongue, then nibbling on it gently.

She moaned and called out my name. I suddenly felt powerful for some crazy reason. I wanted to have all of her. I reached for the button on the top of her pants and undid it. Then I slowly dragged the zipper down. Her breath came in shorter intervals as I pulled her pants and silky, wet thongs down her legs.

I then went to her neck and gently licked and kissed her behind her ear before letting my tongue travel to her throat, then to her soft lips. She seemed a bit nervous but she grew comfortable quickly, allow my tongue to enter the warm sweetness of her mouth. She gave back as well as our tongue fought a battle with both of us coming out as winners.

As I devoured her mouth, I let my hand stray to that special place that I knew was soft and now soaking wet, ready for me. I spread her legs and ran my fingers over her drenched clit. She moaned and her hips rose to meet my hand in anticipation. I massaged her and rubbed her more quickly. She moaned loudly and bucked wildly under the touch of my hands. I then slowly slid a finger into her wet, hot cat. "Tavia, please" she begged weakly.

"I'm nowhere near done" I told her as I pushed my finger in and out of her. I then slid two fingers into her quivering pussy. She moaned in ecstacy. "Tonight," I said, "This pussy is mine."

"Yes", she moaned, her hips rotating wildly against my fingers.

I kissed a trail down her belly as I fingered her, stopping only to dip my tongue into her belly button. Her moaning was driving me wild. I couldn't get enough of it! I eased down closer to the pussy that I had claimed as mine and slowed down the penetration of my fingers. I looked at her as she took deep hard breaths."Ready?" I asked seductively, still fingering her very slowly.

"Yes...Please!" she said on a sexy sigh.

While my right hand continued to slowly work in and out of her juicy, warm pussy, I used my left hand to part her the soft folds that hid that swollen clit. Unable to resist any longer, I dived into it, slowly at first, licking around her clit, then across it. Slow, then fast and hard. sucking it, nibbling on it. She screamed my name, grabbing at my shoulders and braids, her head thrashing left and right. I licked her as I finger fucked her, slow and fast, softly and hard, For what seemed liked hours. I couldn't seem to get enough of her!

I felt her body stiffen and her nails dig into my shoulders. "Tavia, I'm cumming!" she yelled. "I'm cumming!"

I was so turned on that I moaned along with her as she exploded on my lips and mouth. I devoured every drop until she was begging me for mercy. I kissed a trail back up her stomach, to her breasts and neck... then those soft lips. She kissed me back urgently, loving her taste on my lips and tongue.

She then gently rolled me over and straddled my waist. She began to kiss me like I had done her...behind my ear...along my neck...back to my lips, lingering there for a while, still loving the taste and the scent of her love on my face. she played with my breasts and murmured against my lips, "I love these."

I moaned in response as she played with my rock hard nipples. My pussy began to throb as her tongue traced my large areola. "Mmmmmm, Karen...touch me please!" I begged, barely recognizing my own voice.

"I will...soon", she teased. Her knuckle grazed my throbbing clit once, then again and she laughed, knowing that she was now in control. I gave myself to her completely. I played in her hair as she ran her tongue around my soft, firm belly. She moaned a little at my soft touches to her head, the back of her neck...the sides of her face. As her tongue dipped into be deep belly button, she slid two fingers in to my wet, pulsating pussy.

I moaned for her then, almost as loud as moan for my fiancé! But this was not him... this was Karen! Realizing that my fantasy was coming true only intensified my feelings. I fucked her fingers as they went in and out of me. I bucked wildly as her thumb grazed my clit every now and then. She smiled at me sexily, loving her newfound power.

She brought her attention back to my breasts as she continued to make love to my soaking pussy with her hand. Between sucking ans licking on my breasts, she asked, "Do you love me Tavia?" Her pace at my pussy increased.

"Yes!" I shouted in ecstacy. "Yes, baby... Yes!" I shouted over and over again.

"You're mine right?!"

"Yes, K...Yes!"

"Tell me you, love me, Tavia."

" I love you, K!"

Still fingering me furiously, she eased down to my clit and spread apart my pussy lips. "So beautiful" she said, just before letting the tip of her tongue wiggle my throbbing clit up and down, left and right. I squirmed beneath her, I raised my hips to give her more access to my clit. She then withdrew her fingers from me and rubbed them across my lips. "Taste", she said. "See how good you taste."

I opened my mouth and let her slide her middle finger in. I sucked my own juices away from her finger. I moaned in ecstacy at the flavor. "See?" she said. "Delicious."

She then turned her attention back to my juicy clit and began to lick on it, more firmly and slower than before, like she was savoring me. I moaned louder and louder, my hips rotating savagely against her face. As she licked me, she inserted three fingers into my overflowing canal of femininity, moving them in and out slowly, then quickly. Just when I thought that I would explode, she would back off a little, denying me my orgasm, teasing me mercilessly. She loved knowing that she could send me over the edge.

Finally, I could take no more and there was no way that she could stop me. "I'm cumming!" I yelled as I felt a volcano erupt within me. "Oh shit, K!"

"Yes!" Karen said back before she continued to lick me harder and more anxiously. Between licking and sucking, she murmured sexy words of encouragement..."cum for me, Octavia"..."I love you, Octavia"..."Feed me baby"..."Your woman is thirsty. Cum some more baby".

Just when I thought that I was ready to calm down a little, she gave my clit one hard stroke with her tongue and I orgasmed again. "K, baby!" I grabbed her head, fucking her face and she loved it, taking every drop of me.

" I love you, Tavia," she said once she laid her beautiful head on my stomach.

"I love you too, K" I replied, meaning it.

"What about, Devon?" she asked, looking up into my eyes.

"We'll worry about him a little later okay," I said, looking at her with adoration. "Tonight is for us."

And there we slept, on the carpet, entwined, until late the next morning.

What happened when Devon came home?

Wouldn't you like to know...