Date: Wed, 1 Nov 2006 06:20:00 -0800 (PST)
From: Robb M <funfla1965@yahoo.com>
Subject: Grace's Friends

Hope you enjoy this story... feel free to email me to let me know what you
liked about this story: funfla1965@yahoo.com


It was a boring day. The drizzling rain and the low cool temperatures made
it hard to even consider going out to the local clubs, so Ann, Caro (short
for Carolyn) and Char (short for Charlotte) decided to drink themselves
into a giddy frenzy.

Ann, 23 years old, 5'3" tall with short brown straight hair that tickled
her neck. Her soft, round face accented her entire body. Her breasts were
very full and very round with tiny areolas that contained constant erect
nipples. Her legs flowed into her ass that begged to be touched. She had
the domineering personality, but held it in check with her friends.

Char, 22 years old, 5'2" tall was a petite version of Ann with longer
hair. She was far more reserved that either of the other girls, but she
seemed to have a devious side of her that showed in her smile.

Caro, 23 years old, 5'2" tall as well, but she was more developed than
either Char or Ann. Her firm 36C breasts looked and felt a lot more than
the bra size that held them back. Caro, however, was a little more of a
flirt and like to flaunt her assets in a teasing manner... sometimes a
little too much around her close friends that made her look like she wanted
to explore something more. She always dressed in sexy tight pants and
shirts that were too small, accenting her over-filled bra. When she smiled,
it gave anyone and everyone sexual chills.

All three friends were over their friend Grace's apartment since she was
away on business, they could hang out at her apartment and clean out her
liquor cabinet. Aside from work and the occasional dates, any combination
of the group were tied at the hips. This afternoon was no different.

Since Grace was due home late the next day, the trio decided to raid the
alcohol supply Grace owned. Polishing off every drop, the girls
overindulged into a naughty playful group. But it was too much for Char to
handle as she got really sick and headed home. Ann and Caro were a little
surprised by Char's quick departure but chalked it up to the partying they
did the night before. Getting into a rambunctious mood, Ann found Grace's
laptop in her desk drawer and popped it open. Both girls were really
feeling good and mischievous as they poked through Grace's laptop until
they opened a folder that shocked them both. As both girls gazed through
the images and the stories in the file, they were finding their close
friend to have a very naughty side they never knew. And both girls were not
sure how to react, whether they were appalled or excited at the new
information they found on their friend.

Even though the girls were best of friends, their sexual side of life was
rather secret to the others, until now. As Ann flipped through the most
private of Grace's files, both girls realized that their friend was
extremely sexual... with both men and women, at least, in her
files. Silence filled the room as each and every intimate sexual file was
read or viewed. There were lesbian stories, hardcore sex stories, mostly
female nude images and a plethora of lesbian-related websites. After close
to two hours of viewing the material on the laptop, both girls stared at
each other. There was new enlightenment in both their eyes but neither of
them knew how to handle it. Both had soaked panties that neither wanted to
mention and lust-filled desire permeated from both of them. It was really
hard for Caro to hide her ultra erect nipples pushing through her
bra. Ann's modest shirt covered her nipple reaction but her dry lips made
it really hard to hide her constant lip licking. The sexual heat in the
room was reaching scorching and desires were starting to come out as Caro
made a subtle move towards Ann. A deafening thunder strike woke both girls
out of their sexual desires and brought them back to reality.

Ann spoke first, "Ah, um... let's not mention this to Char or Grace..."

Caro nodded. "We better head home."

"Yea." Ann's reply was really empty and both girls knew it.

Placing the laptop back in its drawer, the girls left Grace's apartment in
silence and ventured home.

The next morning came quickly and Caro's desires never left her once she
realized that her best friend Grace was into girls. She found all her
friends sexy and admired their sexual aura, but now knowing that Grace was
more open changed everything. She had to admit to herself that she had
masturbated a few times to thoughts of her girlfriends but it was just
fantasies. She thought of spanking Ann's cute ass and having Char play with
her breasts, but she was enamored with Grace's whole body. She even
fantasized once that she got to taste every part of her body... to which,
she came hard and long. These fantasies were rare, but they seemed to be
much more vivid and 'real' now.

Wondering into the shower, Caro started to wash herself but couldn't wash
the thoughts out of her mind. Giving in, she fingered her pussy into one of
the most intense orgasms she ever gave herself. So much so that she had to
sit back in the tub for a while until her intense reaction wore down. It
was the cold water that came first helping her back into focus. Finishing
quickly, she needed to contact Ann and do something about this.

On the other side of town, Ann was handling her new awareness in a
different manner. Secretly, she was a sex dynamo. Her friends didn't know
that she loved sex and craved it all the time. She had such an appetite
that she would wear out her boyfriends and then continue with her own
masturbation. Her collection of toys were very well used. She had a
girl/girl experience when she was fifteen, but didn't find much in it since
the girl couldn't keep up with her.  Since learning Grace's secret and
getting home, Ann had fucked her pussy with every toy she had a few times
over. She had experienced at least a dozen fairly intense orgasms through
the night and into the morning. She never thought of her friends in a
sexual manner, but now, it was different. Hell, she knew Char was still a
virgin, at least that is what she claimed. Finally finding time to shower
and clean up, Ann made a late breakfast as her phone rang.

"Hey Ann... how are you this morning?" It was Caro.

Ann knew it would be her. "Hey... I'm... well... I'm..." Not finding the
words.

Caro gave her the words. "Hot and horny?"

"Yea. Actually, yea... I'm very horny! And I'm so wet!"

This was the first time either girl had openly spoke about their sexual
desire or feelings. They had talked about sex and guys, but never taking it
deeper.

"I hear ya." Caro replied. "My pussy won't stop drooling."

"Let's go to Grace's apartment, she won't be home until really late
tonight." Ann suggested in a more commanding manner.

"Char is going to her parent's house, so, we need not worry about her."
Caro said with a little more excitement than needed.

"Meet you there in an hour?"

"Sure..."

As they both hung up, each wondered how far this was going to go.

On the way to Grace's, Ann stopped at the liquor store and bought a
twelve-pack of beer to help ease the feelings of anything that could
happen. Both arrived at Grace's apartment within seconds of each
other. They embraced as they normally did, but this time, on cue, they
kissed on the mouth. The kiss lingered longer than any time before and it
seemed to fuel their desires even more. The kiss broke and both girls
looked glossy-eyed at each other. Somehow they ushered each other into
Grace's apartment and found the laptop.

Both girls were dressed rather sexy. Caro's shirt was fairly transparent
showing her lace bra. Her tight white pants showed the outline of her thong
panties. Ann wore a dark shirt that clung to her shapely breasts and a pair
of jeans that fit every curve very nicely. As they fired up the laptop,
each girl checked out the figure of their friend and admired the sight in
front of them. After several beers and numerous opened files, both girls
were extremely horny and the desires were flowing freely.

Grace was finally on her way home from a tough business trip. She was very
fortunate that she caught an earlier flight and would be able to relax at
home much sooner. Grace, just turned 24 years old. Her sweeping soft
colored blonde hair cascaded over her shoulders encircling her lightly
freckled innocent face. Her athletic body was the desire of many, both men
and women. Her favorite part was her firm ass. She loved how she could wear
just about any of her outfits and it would make her feel erotic. She loved
dressing up and showing her ass off. Many of her short skirts barely
covered her ass cheeks and she would wear them specifically to tantalize
her potential lovers. But now she was in her business outfit that still
made her feel sexy... and she was extremely horny. She was itching to get
home and play hard. Spending two days on a business trip with her
co-worker, Helena, sent her over the edge. Grace had intense desires to
take Helena to bed but she was proving to be a challenge. At times she
would toy with Grace, only to leave her extremely horny and
frustrated. This trip was another one of those frustrations. So, Grace
planned to take it out on her favorite toys. Getting home, she noticed that
the lights were on. Dejected a little that Ann was probably over and would
want to spend time together, she would have to wait to satisfy her sexual
urges.

Soft moans and labored breathing emanated from both of them. Each had a
hand in their lap idly rubbing their oozing pussies through their
pants. Finding a video clip of two women in a sixty-nine had sent Ann over
the edge and she turned to advance on Caro and let the desires take over,
she looked over Caro's shoulder and gasped.

The gasp was nothing to the expression on Grace's face as she realized that
her two best friends had violated her and found her most inner
secrets. Almost oblivious to the meeting of the eyes between Ann and Grace,
Caro parted her thighs more to rub harder and lean back in her chair. It
was at that point that she felt Grace's presence.

The silence in the room was deafening. The anger and hurt was very evident
on Grace's face, but there was something...toying with her in the back of
her mind. It was coming forward as she moved closer to her two drunk
friends and saw that Caro's hand was digging deep in between her
thighs. She knew that look. Caro was close to cumming before she realized
that Grace was home. Deep down Grace had desired Caro in the worst
way. There was something special about her friend that made her desire her
more and more... but she realized that it could never be. Grace felt she
would have better luck taking Charlotte or Ann to bed before Caro. Oh, but
those nights where her dildo worked overtime fantasizing about making love
to Caro... Grace was now in a dilemma. Caro and Ann knew her
secret. Confusion was taking over. Was she losing her friends, or were they
honestly interested in some... play.

Five minutes of silence was too much... Caro broke the silence.

"Hi sexy!" She blurted out.

"Er, hi..." Grace's response was reserved, but she did realize what Caro
said.

"Oh come on... why don't you get 'really' comfortable and join us." It was
slightly slurred but Caro's voice was very inviting.

Sensing that this might be the day she might score, she
nodded. "Sure... let me get out of my things and get more comfortable."

Disappearing into her bedroom, Grace whipped her clothes off leaving the
sexy black thong and matching sheer bra on while slipping on a pair of very
loose fitting silk pajamas that allow her undergarments to be seen. Even
though she felt violated by her friends, they were drunk and they were
extremely horny. If there was ever going to be even a slight chance of
tasting the fruits of her friends, this was it. So, dressing in sexy
pajamas and exposing herself even more was playing on the hope of some
experimenting.

"Hurry up Grace, Ann is trying to take my shirt off." Caro's squeal broke
Grace's daze.

As she walked out to her living area, she saw that it was true... they both
were stumbling to take off each other's shirt. The giggling was
infectious. They both prided themselves as they had gotten each other's
shirt off and flung it at Grace. On cue, Grace grabbed her digital camera
and shot a picture of the girls posing in their bras. In a bold move, Caro
popped off her bra and exposed her breasts to her friends, flaunting her
incredible assets, to which, both Ann and Grace stare in pure awe. Her
breasts were firm as hell and her nipples were protruding
predominately. They screamed to be sucked... Grace snapped a few pictures
quick to remember this night. She wanted everything recorded. Not to be out
done, Ann popped off her bra and her pants leave a very sexy lace pair of
panties. She definitely had suckable nipples as well... Her feisty look
needed to be captured... and Grace snapped more pictures. The laughter and
giddiness rose as Caro and Ann toyed with each other in front of the
camera. Then the whispering... smiling and they both looked at Grace. It
was her turn... In a flash, Caro had removed her pajamas and Ann had
several photos. The laughter continued as Grace tackled Caro to remove her
pants. Fighting her off, Caro ran into Grace's bedroom and onto the bed
where Grace caught her and removed her pants.

"NICE!!!" Ann called from the door as she whistled at Caro's pink lacey
thong panties.

Being a little playful, Caro posed in sexy and alluring poses as the camera
snapped up every sexy pose. Grace watched in amazement. Her best friend was
posing in only see-thru panties on her bed and she was extremely
horny. Grace's hands were massaging her own breasts as she drooled
fervently.

"Say, let's go look at more pictures and really get horny." Caro said
looking directly into Grace's eyes.

"Yea... I want to see more of those sexy videos." Ann quipped as she
bounced back to the laptop.

The three girls planted themselves practically on top of each other on the
sofa with Grace in the middle. Ann was controlling the action on the laptop
as the others watched. Her breasts were rubbing on Grace slightly as she
moved the images around on the computer. A few more beers were polished off
and the girls were really getting naughty and very playful. In a bold move,
Grace softly touched Caro's breast mimicking the image on the screen, to
which, she moaned pleasantly. There was no resistance to Grace's hand fully
cupping her friend's breast, so, she left it there idly toying with her
nipple with her fingers.

"Okay... next picture I will imitate." Ann stated as she watched her
friend's breast being played with.

Flipping to the next image... Ann found a voluptuous woman in a couple of
fully naked poses showing her breasts, clean-shaven pussy and sexy
ass. Smiling, Ann lost her panties and fully exposed herself to her
friends. Both girls focused on her 'landing strip' pubic hair that lead
down to a tightly closed pussy. Caro took the pictures as Ann flaunted her
sex appeal. When she flipped over to she her ass off, Grace moaned at the
sight of a nice ass with a very wet creamy center. Ann wiggled her ass at
the girls and teased them even more.

"Come on... you know you want this ass, baby!" She giggled. "Ohh... spank
me!"

So Caro did! It was so hot to hear the smack of flesh. Laughing at it, Ann
got up and grabbed Caro giving her a sensuous hug.

"Okay, Caro, you act out the next set of images." Ann said leading her back
to the sofa. As the sat down, Ann placed a soft wet kiss on Grace's
neck. All the girls were being more touchy, feely as they got comfortable
on the sofa. When the next image came up, they all laughed. It was a hot
teen taking a shower and playing with herself.

"Awesome!" Caro screamed. "Let's go do it!"

She was off in a flash into the shower with Grace right on her tail. The
camera was taking picture after picture and Grace was drooling from her
mouth and her pussy as she finally saw her friend's private area up
close. She was clean-shaven and had a very noticeable set of lips
protruding from the folds between her thighs.

"Oh wow!" Grace spoke out louder than she wanted.

"OH... Grace has the hots for you." Ann teased Caro.

The glowing smile on Caro's face was accented even further than her dark
brown eyes and cascading water over her hot body. She was almost asking
Grace to join her in the shower. As Grace sized up her friend even more,
she hesitated on jumping in the shower with her.

"Isn't it cool how her belly button chain dangles down like that?" Ann
whispered into Grace's ear as they both got closer.

Even though she had a sexy chain, Grace was looking a little further
south. The moment was gone and Grace missed her chance to jump in the
shower with her friend as Caro turned off the water and grabbed a towel.

"Okay Grace, your turn!!!" Caro said slapping her ass. "Maybe you'll get
something really sexy."

Out of the blue, Ann spoke out. "Too bad Char couldn't be here... I'll bet
she would be into this so much!"

It was an odd thing to say and the way she said it left the other two
wondering. They all knew that Char was truly innocent, or claimed to be,
sexually. But something seemed to say that Ann and Char might have
potential.

Refocusing on the task at hand, the friends huddled into the sofa in a
mound of flesh. Grace was the only one dressed in anything. But as the
girls watched the next set of images fill the screen, the room got awfully
hot fast. The images were of a girl going down on another girl. They
started with sucking on breast to full pussy licking. Grace had no problem
doing that, and she knew she was good at it. But this was where everything
would change. It was silent for a minute or so before Caro broke the
tension.

"Oh, what the hell... I'm game... if you are Grace?"

"Sure, go for it!" Ann coaxed her on... but she was definitely feeling the
effect of the alcohol.

"Yea... it's just us.. I'll never tell... Who knows... I might even like
it!"

The last words were directly focused on Grace as Caro spoke with words and
her eyes. She may have been drunk while she said them, but Grace wasn't
going to let the chance get away. Leading her onto a plush throw rug, Caro
was laid down and Grace positioned herself over her.

"Lose the clothes." Ann called from the sofa.

Stripping off her undergarments, Grace exposed herself fully to both of her
best friends. She too had a very nicely shaven pussy, but it had a tiny
tuft of hair just above her clit hood.

"Look at that ass, baby!!!" Ann called out. "Damn, so sexy."

Looking down on her prey, Grace smiled at Caro.

"I'm gonna like this!" Caro whispered to Grace so only she could hear.

"Me too." Grace replied back.

Grace followed Caro's eyes as she brought her lips to her friend's very
taunt, erect breast. The smile on Caro's face made it so much easier for
Grace to do this with passion. Barely opening her mouth, Grace encircled
the bullet-like nipple and sucked it into her mouth. Savoring the
incredible experience, Grace closed her eyes fell into her own world. The
silent moans from Caro were felt by her friend. Ann was no longer in the
picture to either participant. As Grace's tongue flicked over the areola,
Caro whispered soft encouragement coaxing her to suck harder. Obliging,
Grace got more aggressive, using her teeth to grasp the pert nipple, while
her hand found the parted legs and the sodden valley between. Feeling the
heat around her hand, Grace brought her cupped hand over her juice pussy
enclosing on it tenderly. Her mouth had moved to the left breast and she
was sucking and licking more aggressively.

"Oh YES!..." Caro's moaning was loud and clear.

Ann was still on the sofa giving her pussy a workout watching her best
friends share in an intimate moment that was beyond any fantasy. Here she
was, as sexually hot as can be, watching girl-girl action five feet from
her. The sloshing sound of pussy juices being mixed with her hand filled
the room with the gasps and moans of Caro. Ann was amazed how fluid and
smooth Grace acted with her friend. It was very apparent that she was no
novice at this.

"Suck my pussy!" Caro begged.

Smiling back up at her friend, Grace parted her thighs and went in to the
valley she only dreamed about. Pulling her hair back out of her face, Grace
started with tender kisses on her friend's pubic mound that was freshly
shaven. A tongue lick here, a kiss there; Grace was methodically
manipulating the sensations within her friend... and with much success.

"Shit!!! Oh Grace!!! I knew you could do this to me."

Always fantasizing that her best friend's pussy tasted like honey, Grace
wondered if that would hold true. With legs fully parted, she went into
find out. Her tongue parted the folds and encompassed the pussy lips that
barely stuck out. Her tongue slid all the way up beyond the clit hood as
the juices entered Grace's mouth. Her eyes were closed until she pulled
back from her first taste of her friend.

"Oh.. nice and tangy..." She said aloud accidentally.

Realizing she did, she looked down onto Caro who mouthed her to
continue. Taking a second as she was going back to lick more pussy, she
glanced over to Ann who was lost in her own world fingering her pussy
through a rather intense orgasm. The squeals from her were lost in the
passion the two girls were enjoying. Going to town, Grace began a
methodical onslaught of her friend's pussy that kept the waves of cum
exploding from within.

"OOOOhhh... I'm cummmminnng..." The scream was intense.

Grace just stayed focused and ate her friend like it was her last meal. Who
knows... it may be the only time she would ever do it and she wasn't going
to give it up.

"Ohhh.. Grace... lick my pussy... eat me... suck me... make love to me!!!!"

Caro's passionate words were definitely having an effect on Grace as she
licked pussy like an expert. She had eaten a few pussies over the past few
years, but this was the first one that she fantasized about. She wanted to
eclipse the fantasy. Her nose parted her friend's pussy as her tongue
snaked through the moisture-laden folds.

"I'm cumming again!"

Taking her over at least three precipices, Grace let this mega orgasm ride
for a while before pulling away from her tasty fruits. That was when she
realized that Ann had joined them and was sucking face with Caro. The flood
of reality hit Grace as she sat back, naked, watching her friends in a lip
lock. They had crossed the line of friendship. They had done something
where there was no going back. But, would it improve or destroy their
friendship? Grace was slapped out of that thought when Ann grabbed her head
and kissed her passionately. She licked the juices from Grace's face and
aggressively toyed with her. Grace had to admit to herself that her friend
needed lessons in kissing. The so-called kiss broke and Grace helped Caro
up, to which, she lip locked onto her...

"OH, you kiss so much better..." Caro whispered looking over at Ann who was
planting herself on the sofa. "Plus, I REALLY like kissing you."

Making their way back to the sofa, Grace didn't know where to go from that
statement. It was, for all intensive purposes, an intimate proposal from
Caro.

"Too bad we didn't have any toys?" Ann cried as she flipped through a few
images on the computer. "I'd love to try this!"

Not thinking Grace spoke up, "Well, I have a..."

Too late... the cat's out of the bag.

"I knew it!!!" Ann and Caro said just about the same time. "Go get them."
It was Caro that spoke.

Running in her room and getting a couple of her favorite dildos, she came
back with three nice rubber cocks that all had nice shape and various
curves. Handing each girl a toy, Grace kept the fattest one for
herself. Side by side by side, they covered the sofa and parted legs, which
crossed each other's legs.

"This is totally awesome!!!" Ann spoke as she started the toy play.

With various speeds and angles, they all administered to their own pussies
and delights. Moans filled the room along with the spunky aroma of girl
sex. Ann was far more animated as she assertively fucked her pussy. Caro
was methodical and deep thrusting... Grace manipulated the fat monster into
her pussy but she was too enthralled with the action on either side of her.

"Ohh... fuck... err... aaaaaaaaaaaaaahhhh..." Ann's orgasm was fast and
furious and she let go of the rubber cock.

On cue, Grace picked it up and continued on her friend. That was also when
Caro's lips found Grace's nipples; much to the delight of Grace. Almost
forgetting that she was fucking Ann, she gave Caro all the room she needed
to suckle on her female teat.

"Oh.. Caro... I love it!"

It was amazing how soft and sensitive Caro was with her breast. She was
milking it gingerly, but with authority. Grace had thought that there was
some experience since she was really good at it. She moaned happily and
tried her best to keep a little focus on the fuck frenzy she was doing to
Ann.

"Aaaarrrrrrrrrggg... I'm cummmmmmmming agggggggggaaaaaaainnnn..." Ann's
scream would wake the neighbors.

After the titanic orgasm, Ann passed out on the sofa in a very sticky
cocoon. Pleased with the happiness, Grace turned to her other best friend
and allowed her to do what she was about to do... Eat Grace's pussy!!!  On
the sofa next to their passed out friend, Grace's legs were parted and Caro
entered the valley of almost bald perfection.

"I've never done this before. I hope I do okay."

"Oh... don't worry, just go with what feels good. I KNOW you will do
great!"

"I really want to do this! Just know that!" Caro was confessing with Grace
as she made her way into the parting folds.

Using her finger to part the flower, Caro's lips kissed onto the ruby red
pussy lips. The fireworks in Grace's head went off. Kissing all over before
her tongue snaked out into her friend, Caro tried to mimic her
experience. Her first long lick seemed to erupt in both of their heads at
the same time.

"OMG!!!! It's like... tastes like... sweet!"

"Oh Caro, I had fantasy visions of this moment... and they couldn't do it
justice." Grace's admission further played on the experience. "I love this
feeling!!!"

Licking like an inexperienced pussy licker and more like an ice cream, Caro
licked up and down taking the sweet flavors from her between her friend's
thighs.

"Ooohhhhhhhhhhh.... I'm cumming!" Grace's orgasm was more from her best
friend eating her pussy than the actual eating... IT was blissful!

When she came, Grace's pussy exploded with an onslaught of semi clear
juices that bathed her friend's face. Pulling back from her position, Caro
found her way into her friend's arms and went into an immediate passionate
kiss that lasted for several minutes.

The alcohol was wearing off and the intimate embrace between Caro and Grace
seemed to heat up even more with caressing of each other's body and kissing
that found various places on their bodies. It was sensual poetry in action
as the two girls turned up the passion as they fell to the floor and humped
each other's leg causing their pussies to salivate extreme fluids. It was
another intense orgasm that hit both girls simultaneously.

"Yeeeeeeeeeeeeeeeeeesssss..."

The wave of bliss had each girl gripping one another in a tight embrace
until the tide ebbed away.

Looking into Caro's eyes and seeing desire, Grace spoke up. "Let's go to my
bedroom and continue this."

Caro didn't need any further encouragement. They both checked on their
other friend who was sound asleep on the sofa. Covering her with a blanket,
the new lovers retired to the bedroom to explore each other fully. For
several hours, the two girls explored each other in ways that were new to
Caro, but old hat for Grace. The passion was taken to levels far beyond
either girl's expectations since they were sharing the ultimate fantasy of
Grace. The oral pleasures, teaching and administering were just the tip of
the iceberg. Deep penetration was also explored with Grace's strap-on. And
very sensual intimacy was explored with fingers as well. It was the wee
hours of the morning before the girls fell asleep, only to be awaken by a
very hung over, naked Ann.

Composing themselves, the girls got dressed in silence. Ann seemed the most
embarrassed of her state of affairs, but it was the other two that seemed
to be very confused at where anything was going or not. Standing in a room
that was permeated with sex all over, the girls stood in silence not sure
what to say until Ann spoke out.

"I need to go home and take a real awakening shower."

"Yea, I should probably do that too." Caro said agreeing with Ann but
winking at Grace.

Grace just nodded.

The girls were out the door as Grace went and sat on the sofa. She looked
over and saw the camera. Smiling, she downloaded the images to her laptop
and viewed the night prior. Smiling at all the excitement... Grace had to
think that it wasn't a one-time thing... Her night alone with Caro was
something special.