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The third installment
Another moan came from Stephanie's mouth as her fingers found her already swollen and very wet sex lips.

Kelly reached down and took one large breast in her hand. With gentle fingers, she began to knead it. She brought her lips to Stephanie's.

They moaned as their lips pressed together. Their tongue began to duel for possession of each other's mouth. All resistance was now gone from Stephanie's body. Suddenly, the incredible stimulation of the younger woman's mouth, hand, and her own fingers, were too much for her. She felt Kelly's tongue push deep into her mouth as her hand squeezed her breast. Her hips lifted from the couch and her leg's spread apart. Her fingers moved rapidly between her pussy lips. It took only seconds before she felt a climax coming on. "Mmmmm!!!" she gasped into Kelly's searching mouth as waves of pleasure rushed over her. Tremors shot up and down her body, making her shake all over. She thrashed wildly on the couch as her convulsions went on and on. She was lost... lost in a sensual fog that surrounded her and threatened to consume her. Each time she thought her climax was ending, she would feel Kelly squeeze her breast or force her tongue deep into her wide-open mouth. It would start all over again. Nothing had prepared her for this... no climax that she had ever experienced equaled this one.

A few minutes later Stephanie's climax finally ended. When she opened her eyes, she saw Kelly looking at her with a smile on her face. Her own face turned red with embarrassment again.

"That was incredible," Kelly said. "I've never seen anyone climax for that long. I was worried that your heart wasn't going to be able to stand it," she laughed.

Stephanie took a deep breath but didn't answer. She saw Kelly get a funny look on her face.

With a sheepish look the pretty woman said, "Will you watch me... watch me masturbate."

Stephanie closed her eyes and moaned. This was too much. However, in spite of her reluctance, she nodded her head.

Kelly stood up and pulled her top over her head, revealing her soft breasts. They were round and firm with large pink nipples that were as hard as pebbles and stuck out a full quarter of an inch. Kelly cupped her breasts as if holding them out to Stephanie.

For a moment Stephanie thought that she was going to bring them over to her. Unconsciously she licked her suddenly dry lips.

Instead, Kelly moved her hands down to the waist of her shorts. With a naughty smile, she hooked her fingers into her shorts and slowly pushed them down her thighs, revealing her firm stomach and then her bare sex.

Stephanie stared at the sexy woman. Her body was nearly perfect. From her breasts to her knees, her skin was smooth and tanned without so much as a blemish. She had a perfect little "outie" belly button that sat just above the tan line created by an obviously tiny bikini. Stephanie saw that she didn't have a tan line at her breasts and realized that she must sun bath topless. Suddenly her eyes were drawn to her pussy. It was smoothly shaven and the outer lips formed a protective covering for the now swollen inner lips. There was a stream of clear juice already dripping from the hole, hanging down to her soft thigh. Stephanie trembled.

Kelly crawled onto the end of the couch with Stephanie and sat on the arm, spreading her legs.

In spite of the strong climax, Stephanie had just experienced, she felt her heart quicken at the site of Kelly's bald pussy. She was only inches away and could see every crease. It was swollen like hers and the clear juice was now smeared over the fat inner lips. She held her breath as she watched Kelly open herself... open her pussy just inches from her shocked face. She could see her open hole pulsing and her juice bubbling out. Then she watched as her finger slipped down the crack and disappeared into her opening.

"Oh yes," Kelly gasped as she forced her eyes to remain open. She watched Stephanie's eyes... watching to see if she was going to turn away. She didn't.

Stephanie was mesmerized. She felt a shock wave go through her as her nose picked up Kelly's scent. It was strong and earthy but not unpleasant. Suddenly, she found herself wondering what she tasted like. She stared at the young girl as she began to masturbate. It was surreal... like nothing she would have ever imagined she would witness. But here she was watching this pretty and sexy girl masturbate in front of her.

"Oh God Stephanie," Kelly said as her eyes closed in pleasure. She moaned. Her body began to shake. Then she gasped and snapped her legs closed on her moving hand. Hummm, hummm, ahhhhhh!!!" she cried as she convulsed with pleasure. Her climax was unexpectedly intense. Having Stephanie watch her masturbated was exciting beyond her wildest dreams. She nearly fell from the arm of the sofa as her body shook.

Finally, when her climax waned, Kelly reluctantly pulled her hand from between her legs. The fingers were covered with her copious juices. She looked at Stephanie and said, "Have you ever tasted yourself?"

Stephanie face showed shock and she shook her head no, wondering how much more she could take. But it wasn't over yet. As she watched, the pretty teacher brought the fingers to her mouth.

"I love the taste," she said and slipped them in, closing her eyes again in pleasure.

Stephanie closed her eyes as well and for a moment thought that she was going to climax again.

Chapter 4

"David, Kelly will be over at seven thirty. I'm going to give Ben his bath and get him ready for bed. Can you straighten up the living room for me?"

"Sure," David said and walked into the living room. He wondered idly why Stephanie was getting so excited over some old biddy teacher coming over. He shook his head and began to pick up newspapers and straighten the living room.

A short while later the front doorbell rang.

"I'll get it," Stephanie said, hurrying down the stairs and to the front door. She was wearing a V-neck sweater that exposed the soft swells of her breasts. She also had on a full short skirt with flip-flops on her feet and no nylons... she had left her panties off as well. When she opened the door, she almost gasped when saw what the young teacher.

Kelly had on a pink, jersey type tank top that covered her breasts, but hung freely mid-way down her stomach. Her breasts were obviously unencumbered by a bra and the nipples were clearly visible. Her stomach was bare all the way to her skintight white skirt. Her hair was pulled back in a ponytail and she had tennis shoes on her feet, making her look much younger than her twenty-four years.

"Hi Steph," she said, and leaned forward and kissed the older woman's still opened mouth.

Stephanie followed the sexy girl into the house, her eyes drawn to her sexy and swaying backside. When they reached the living room, they found David sitting in his easy chair with Benjamin was on his lap. "David, this is Kelly Carlson, Ben's teacher."

David's eyes almost popped out of his head. He stood up quickly and put Ben down.

"Hi Miss Carlson," Ben squealed, running over to the teacher to get a hug.

Kelly laughed as she knelt down and squeezed the young boy in her arms. "I love your Spiderman pajama's."

"Santa brought them for me."

"Santa must have known you've been a good boy," she answered, rubbing his head affectionately.

"Please to meet you Miss Carlson," David said when he could speak. "Stephanie didn't tell me that you were... were... so... uh... young."

Kelly smiled, her bright green eyes flashing as she stood up and reached her hand out to David. "I'm probably the youngest teacher at the school by twenty years," she answered with a laugh.

"I was just going to read Ben a story before bed Kelly. I should be back in a few minutes," Stephanie said.

"Oh, let me read him the story," Kelly begged.

Stephanie smiled at the sweet girl. "Okay. I'll get some snacks ready for the movie. I've got "Gone With the Wind".

"Super, I love that movie... it's one of my favorites. I haven't seen it in years."

David moaned and rolled his eyes at the thought of watching the soppy old movie.

About twenty minutes later, Stephanie went upstairs to check on Kelly. When she stepped into the boy's room, she saw her pulling the blanket over the sleeping boy.

"He's such a cute kid," Kelly said as she put the night light on and walked over to Stephanie who was standing at the door.

"I know. I think some of that is because of his teacher," Stephanie said with a smile. Then she watched as Kelly stepped close to her.

"Do I get a kiss for putting him to sleep," she whispered as she reached behind Stephanie and flipped off the light switch, leaving the room in the soft glow from the nightlight.

Stephanie took a deep breath, but didn't answer.

Kelly took that as a yes and brought her lips toward her. A second later she was pressing her warm lips to the other woman's.

Stephanie moaned and allowed Kelly to push her against the door. She could feel her soft breasts own as her tongue entered her mouth. Her mouth opened, letting Kelly's tongue in. Then she felt the girls hands slip down her back and across the cheeks of her ass.

"Mmmmm," Kelly murmured as her hand slipped up and under the back of her skirt to caress Stephanie's bare ass cheeks. "No panties," she whispered as she pulled her lips from Stephanie's.

"We better... we better get back downstairs... David will wonder where we are."

"One more kiss," Kelly said and pressed her lips to Stephanie's again, her mouth wide-open to accept Stephanie's tongue. The kiss quickly grew passionate.

Finally, Stephanie had to wrench her lips from the younger girl. She held her at arms length. "Let's go downstairs," she whispered as she tried to catch her breath.

Reluctantly Kelly followed Stephanie downstairs.

David was watching a basketball game when they entered the living room.

"Can we watch the movie now?" Stephanie asked.

"One minute left," David said.

"Wake Forest and North Carolina?"

"Yep. Two point game."

"I went to Duke," Kelly said.

"North Carolina," David responded.

"We always got pumped up for the Wake Forest game," Kelly said as she sat on the sofa and began watching the game.

Stephanie shook her head when she saw Kelly become interested in the game. She had no interest in basketball, but Kelly obviously did. "Wine?" she asked Kelly.

"Yes please," she responded, not turning her eyes from the game. "Ah, how can he miss two foul shots in a row?"

"That guys only about a 30% foul shooter... that's how," David lamented. "It's going to be a long season."

When Stephanie came back, the game was just ending and Wake had won. "Can we watch the movie now, or is there another game?" Stephanie asked with a laugh.

"That's it," David said in disappointment.

"Better luck next time," Kelly answered. Then she looked at Stephanie and smiled. "I'm ready," she said.

Stephanie put the video into the machine. Then she used the remote to turn on the gas fireplace. She turned off all the lights but one near David. When she came back to the sofa she sat next to Kelly with her hip almost touching hers.

It didn't take long for David to close his eyes and nod his head back.

"I'm getting a little chilly. Can we share the afghan?" Kelly asked. However, before Stephanie answered she pulled the afghan from the back of the sofa and spread it over their laps.

A few minutes later, about half the bottle of wine was gone and David was snoring.

Suddenly, Stephanie felt Kelly's hand touch her bare leg. She jumped in spite of the fact that she knew it was coming. Her body tensed and she glanced over at David as Kelly's hand began to caress her thigh.

Kelly was watching the TV innocently, but she had a naughty smile on her face. Her hand began to move up and down Stephanie's soft bare thigh. With each upward movement, her fingers drew closer and closer to the hem of her short skirt.

Stephanie kept her legs tightly together, hoping that Kelly's hand wouldn't go any higher, yet at the same time, afraid that she would stop. Her breathing had increased and her heart thumped in her chest. She closed her eyes and cut off a groan when she felt Kelly's fingers slip under edge of her short skirt. Slowly the fingers crept higher and higher until her hand was entirely under the skirt.

Kelly was still staring at the movie as if nothing were going on. However, she knew that her fingers were but a fraction of an inch from Stephanie's pussy. She could feel the tickle of her closely cropped pubic hair on the tips of her fingers.

Stephanie was frozen with fear and excitement. A quarter of an inch more and Kelly's fingers would be touching her pussy. She knew that she could easily stop this by getting up to go to the bathroom or something, yet, her excitement kept her seated.

With a push of her hand, Kelly moved the fraction of an inch and just like that, her fingers were touching the now swollen lips of Stephanie's pussy. Her hand froze, waiting for Stephanie's protest. When it didn't come, she smiled and continued to move her fingers.

In spite of the danger and the warning bells going off in Stephanie's head, she found her legs opening... opening just enough to give Kelly finger's room to roam. She bit her lip as the young girl's fingers slipped down her grove, rubbing her swollen lips. A searching finger worked slowly over the fat lips and then slipped between. "Mmmmmhhhhhh," she gasped as the tip found her hole. She twisted her head to look at David. He was still snoring.

Kelly slipped her fingertip into Stephanie's hole. Slowly she moved it deeper and deeper. She could feel Stephanie begin to squirm and worried that she was going to protest. Instead her legs opened wider. A smile came to Kelly's face. Now she had enough room to begin to move her finger in and out of her sopping hole.

Stephanie closed her eyes and bit her lip until it almost bled. Her head was spinning and her heart was pounding. She gasped for breath and began to lift her hips slightly, forcing the finger to move in and out. From deep inside she could feel her orgasm coming. She squeezed her thighs together to try to stop the movement of her finger... to stop the climax, but it was too late. Her body tensed and she fought to control a moan as pleasure washed through her. Her body shook as she struggled to remain still. The orgasm was powerful... more powerful than anything she had ever brought on with her own fingers. She closed her eyes tightly and saw flashes of light behind her eyelids.

Kelly was smiling broadly now. She could feel the pulsing deep inside Stephanie and knew that she was climaxing. She admired her ability to control her body during such a crisis. Her fingers were soaked with juice. She knew that the back of the poor girls skirt would be soaked when she was done.

Finally, Stephanie's body began to relax as the last vestiges of her climax ended.

A noise from across the room made both women look at David.

"Ohhhhh goodness," I guess I fell asleep," David said as he yawned and stretched.

Kelly kept her fingers inside Stephanie, soaking in her warm juices, even as David got up from his chair.

"Well, I guess I'll go up to bed," he said and walked over behind the sofa. "Good to meet you Kelly, he said as he bent over and kissed Stephanie on the cheek. "See you in the morning." With that he left the women and went upstairs.

Kelly and Stephanie sat on the sofa without speaking for several minutes.

Finally, the young girl pulled her hand from between Stephanie's legs. "My, my, but you surely get wet don't you?" she whispered, holding her fingers up to the glowing room light. They were glistening with juice. She looked at Stephanie and brought the fingers to her mouth. One by one, she sucked them clean.

Stephanie closed her eyes and trembled. When she opened them again, Kelly was close to her, waiting for a kiss. She didn't resist when the young girl pressed her lips to hers. She opened her mouth and let her tongue in. Then she pushed her own tongue into Kelly's mouth.

Kelly pulled her lips away briefly. "I'll bet the lips between your legs are just as sweet as these," she said and then without waiting for a reply, she touched her lips to hers again. She slowly sucked her lower lip into her mouth and chewed it gently. Then she sucked the upper one into her mouth and did the same.

Stephanie couldn't believe that she was sitting on the sofa in her own house and kissing a woman. She always loved kissing, but nothing had ever turned her on like Kelly's lips. Suddenly she imagined Kelly doing the same thing between her legs. A moan escaped her lips.

Then, as if Kelly had read her mind, she pulled away and whispered, "I want to kiss the lips between your legs."

"No Kelly," Stephanie whined. It was a weak protest and sounded like she couldn't control what was going to happen.

Kelly didn't wait for an answer and reached under the afghan to push her skirt to her waist.

"Kelly, we can't... David... he's..."

"He's asleep already." With that Kelly slipped to the floor and onto her knees. The she pulled the afghan from Stephanie's lap. "Oh God," she gasped as the woman's lower half was uncovered. Her vagina was swollen and the sparse pubic hair was smeared with her copious juices from top to bottom.

Stephanie eyes were wide as she watched the young schoolteacher stare between her legs. Then she saw her hands reach up and grasp her thighs. She only resisted for a second before she allowed the girl to push her thighs open. "Kelly, don't please," she pleaded as her legs began to tremble. Yet, her hands lay idly at her sides and she made no move to stop the girl.

Kelly ignored her weak protest as she pressed her thighs wide. Then she bent her head and began to kiss along her soft inner thighs. She could smell Stephanie's excitement as she drew closer to her center... it was a sweet smell. Kelly lifted her thighs and slipped them across her shoulders, leaving her face inches from the now pulsing pussy. She inhaled deeply before her lips moved forward.

"Oh Godddddd!!!" Stephanie hissed as she felt Kelly's lips on her. It was like nothing she had ever felt before. Yes, she had dreamed of this, had longed for this, but never thought it would happen. David had eaten her a few times, but he didn't like to do it and was never enthusiastic about it. Now it wasn't him doing it; it was a sweet young woman with soft lips and a loving tongue.

Kelly's lips were moving on Stephanie's swollen pussy lips like she was kissing her mouth. She sucked one fat outer lip into her mouth before moving to the other. Then she opened Stephanie's pussy wide with her fingers and sucked the inner lips into her mouth... gently nibbling on the tender and blood engorged skin. Finally her tongue found her hole and began to push into her body.

Stephanie groaned loudly.

A smile of satisfaction would have come to Kelly's face had she not had it buried in the moist sex of her friend. She felt Stephanie's hands grab her head, not to push her away, but to gently pulled her forward. She began to suck her harder and then force her tongue in and out. She pressed her tongue in as deeply as it could go, searching for more sweet juice. When she found the pool deep inside, she swirled her tongue in it before pulling it back into her mouth and swallowing. She almost climaxed as the thick juice slipped down her throat.

"Kelly... Kelly... Kelly," Stephanie gasped. Her legs locked around the young girl's neck, pulling her deeper between her thighs, forcing her mouth tighter to her sex. Suddenly, it no longer mattered that David was just upstairs, or that he could come down at any moment. All that mattered were the sweet kisses and searching tongue between her legs. "Yes, yes, yes, eat me Kelly," she gasped. She couldn't deny her excitement anymore. Her hips began to buck and she threw her head back onto the sofa, abandoning herself to the working of Kelly's ravenous mouth. Before she knew it, the second climax of the evening washed over her like a tidal wave of pleasure. It was intense and enveloped her body in pleasure like she had never known. The lights in the room began to dim.

Anonymous readerReport

2013-06-14 08:39:00
Excellent read. It's just getting better and better. I particularly like the progression of the sex.
More, please!


2006-04-20 13:46:54
great storey write more


2006-04-03 10:27:29
holy shit that was great


2006-04-01 21:26:42
Wonderful story. My pussy is soaking wet with excitement. You need to write another story soon and let Stephanie finally get a taste of what she has been missing.

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