Well, it happened. As I waved goodbye to Julie, I knew that I was alone.
My daughter, my baby, was off to start college. Her brother, Aaron had
already gone back for his senior year, and my husband Frank had left even
earlier this morining on  a 2 week long business trip. I was now ALONE in 
our big house.

Wiping away my tears of self pity, I went to get my things. Sue had
insisted that I spend the day at their house. It was early September and,
though it was a cool morning, the day promised to be quite warm, and Sue 
said that she and Tom would just spend the day around the pool, and I 
should join them. She new I was going to miss everyone and feel lonely. 
So I put my bag in the car, and drive over.

Sue and I had been good friends ever since college. That we ended up in
the same town was a welcome coincidence. Our frienship had now lasted
for over 30 years and seen kids grow up and good marriages last. As I
turned onto their street, I saw Tom driving away. He beeped and waved
as he went past.

When I got to the house, Sue came to the door wearing a bathrobe and
combing her wet hair.

"Hi, Joan, come in. I'm just getting out of the shower. Tom was called
away on business, so it will just be the two of us."

"I wondered," I said, "I saw him driving away as I got here."

"Well, come on upstairs, you can change into your suit, and we can talk."

I followed Sue up stairs to the bedroom. The room was generally neat
(at many parties it had been the place for coats, so I had seen it
before), but today the bedclothes were almost on the floor, and in the
center of the dark satin sheets was a drying stain. The room definitely
smelled of sex.

Sue was talking about her kids and remembering when her youngest first went
away to school, but I wasn't listening. She must have noticed me staring at 
the bed, and she explained that she and Tom always have a good roll in the 
sheets before he leaves for a trip. Sue had always been very open about her 
sexuality and sexual exploits, even in college. Her robe had slipped open and
she was casually drying her hair with her towel, her breasts jiggling
with the motion.

I was getting a little bit flustered with the thought of it. I had never
thought of Sue sexually before, even though in college we had shared a
room and I had seen her naked before. Suddenly the thought of Sue and Tom
making love in the bed in front of me, only an hour before had me a bit
confused. Added to this was that I was not thinking of making love with
Tom (a good looking man, but he had never done much for me), but with
Sue!

As I shook my head to clear the mental picture, I could hear Sue.

"Joan, are you OK? You're just staring into space!"

"Huh, oh yes, I'm fine."

"Good, cause for a minute there I thought you were staring at my breasts!"

Oh, but I was, I thought. Now I did take a closer look. Sue had now
completely dropped the robe and was opening her dresser to get her suit.
Her breasts were still a nice size and shape, and time and gravity had
not been too much for her. She was still as shapely as she had been in
college, with her still flat tummy, and her round bottom still firm.

I then though that I should get my suit on. I tried to talk about my now
empty nest and just make small talk, but my mind was still racing and
confused. As I took off my pants and blouse, did I notice Sue looking
at me? I decided that I better turn arnoud, so as to get my mind off of
Sue. I took off my bra, and rubbed under my breasts where the bra straps
always iritate me, and then dropped my panties. As I started to step into
my suit, I felt a soft hand carressing my buns. I jumped with a start and
turned to see Sue, still naked, with a smirky smile.

"You *were* staring at my breasts, and then at my ass."

Her honesty and percpetiveness caught me. I could say nothing.

"And you want to feel them, don't you?"

"Sue, I...don't know...I've never"

"Me, either. But Joan, we've known each other for a long time. We're both
secure with our husbands. And I have been more and more curious about
making love with a woman, and feeling a woman, and knowing something of
what Tom knows. And, well, confession time, I have always been attracted
to you."

This hit me hard. Sue had always been good looking, but I had not really
thought of it THIS way before. She was right, I *had* been staring, and I
di want to touch her. I looked into her eyes. There was a warm,
loving invitation. Slowly, I reach out my hand, and felt her
breast. I had, of course, carressed my own breasts before, but this was
different. Sue let out a little gasp as I touched her. I felt her nipple,
soft and light brown, and I rolled it in my fingers. I liked it when Frank
did this to me, and I could sense that Sue liked it, too. The nipple began
to stiffen in my finger tips.

I felt Sue's hands carressing my hips, and one hand slid across my belly.
I was suddenly very aware of the C-section scar, that had grown much less
prominent in time, but suddenly seemed large. Sue did not seem to notice
it, and I soon forgot it, too. Her hands carressed me in ways
that I realized that I had always wanted Frank to carress me, but he
could not have known. It was as if her hands knew me already.

Neither of us had spoken. I felt her arm slip around my waist as she led 
me to the bed. My hands had not left her breasts. Both of her nipples now 
were hard and warm. I kneaded the soft flesh of her breasts in my fingers,
and looked again into her eyes. Another invitation led me to kiss her.

Her lips, her cheeks, her scent. All were soft. Frank was a wonderful
gentle kisser, but this was so wonderful!  Her lips parted as I pressed
mine to hers, and I felt a warm velvet soft tongue slip into my mouth.
I finally let go of her breasts and slipped my hands around her. I pulled
her close to me, and felt her breasts crushing against my own. My mind was
reeling with the realization that I wanted to make love to my best friend
of years.

Time seemed to stand still. We sank onto the bed, the sheets permeated with
the scent of the lovemaking from an hour ago. The smell of sex, and the
feel of Sue in my arms, and me in hers had me swimming. As we kissed, 
I drank in Sue's presence, and savored the feel of our bodies touching. 
Every where Sue's hands went, I felt on fire. Each stroke of each finger 
seemed to send me reeling. Like a teenage lover, I wanted to feel it all 
at once, but being an experienced lover, I wanted to slow it all down, 
and dote on every sensation. Neither of us moved too quickly, not 
wanting to rush, or put the other off.

Sue's hands slid down my back, and she squeezed my behind. A shock of 
pleasure and aching went through me. My pussy suddenly ached to be touched.
I became the aggressor. I pushed my legs between hers, and rolled on top of 
her. I ground my crotch into hers, her hands still squeezing my buns. 
We kissed like this for what seemed like hours, my crotch getting wetter 
and warmer by the minute. I could feel the wetness oozing out between my legs.

Having carressed Sue breasts, I had the growing urge to kiss them. I slid
down from her face and got a close up view of the fleshy mounds that
had been pressed into mine. I took her left nipple in my mouth and
began to lightly roll it with my tongue. When I did this to Frank, I
usually got a moan or two, but Sue practically came at the sensation!
(So did I!!) With one hot, hard nipple in my mouth, my left hand took
the other one, and I gently twirled it. Her areola grew almost as stiff
as the nipple itself, and the feeling of her soft breast beneath it 
practically sent me over the edge.

My right hand slid down across her belly. She squirmed under me, arched
her back, and tried to squeeze her legs together. My fingers found her
curly read hair, and stopped their descent to tease and play. Her mound
was damp with MY juices. That thought, too, had my head zooming. Sue moaned
and said something incomprehensible about wanting something on her clit.
My fingers then found her stiff bud. The heat from her vagina beckoned my
fingers on. Already, her juices had oozed out and her whole crotch was soaked.
My fingers played with her pussy and bottom the way I like to play with
my own. She bucked and pushed and begged me to bring her off, but I kept
playing and avoiding her hot button.

I had, of course, tasted my own juices on Franks tongue and cock, but had
never really had the DESIRE to taste a woman's nectar, until now. 
My desire to taste my best friend's juices overwhelmed me. Abrubtly,
I left her breasts, and all but dove into her pussy. The taste of her
golden honey on my toungue was bliss beyond bliss. My tongue touched
her clitoris 4 or 5 times and she began to come. I felt her legs start
to twitch and she pushed her vulva into me. She moaned loadly and began
to shudder. It started in her crotch and moved outward until her whole
body shuddered. The taste of her juices began to change, as she flowed
and flowed. No wonder the wet spot on the bed was so big, I thought, she
comes like a dam bursting!

I never stopped kissing and licking. What juice I could not lap up as it
came out, I licked from her firm round ass. I rolled her over so I could
get a good look at her bottom. It was wet with my saliva and her come. I
lay over her and began to lick all of the come from her rear. I had always
enjoyed rubbing and kissing Franks bottom, so I knew I would enjoy this.
Her come on her soft buns was delicous! I even licked the rim of her
anus, something I had NEVER done to Frank. Sue wriggled a little, and I
pushed a curious finger into her bottom. Then, with my thumb, I teased 
her clit some more. She almost immediately came again, with a little less
fluid this time.

I left her lovely bottom, and slid under her to kiss her again. She
kissed me hungrily, tasting her own juices on me.

"Mmm, tasting my juice on YOUR lips is heavenly...you know, for someone 
who was apprehensive, that was exquisite!"

"I just followed my instincts...and your lovely body!"

"Well, Joanie, you can follow those instincts any time. Now, though,
it's my turn!"

I had been so into pleasing Sue, and tasting her body, that I had almost
forgotten my own pleasure. Of course, I had gotten a lot of pleasure in
pleasing her, too!  But now it was time for a different sensation.

Now I again became aware of where Sue's hands went. As we kissed, her hands
begain to knead my breasts. Her grasp was firm, but her hands were so soft
that the feeling was divine. My nipples stiffened under her fingertips.
Her tongue darted into my mouth, so warm and soft. With every probe of her
tounge and every caress on my breasts, I felt a jolting sensation
between my legs. I became almost completely passive, languishing in
her touch and kisses. 

She now pushed her leg between mine, and began to push her thigh into 
my crotch. My soaking wet pussy oozed its juices onto her leg, and she
continued to grind into me. My nipples caught fire whenever she touched me.
She now ran her tongue down the nape of my neck, and her legs persitant
pushing eased as she slid down my body. When her mouth neared my breasts,
I practiaclly pushed my right nipple into her mouth. Her warm, wet mouth
felt so good on my swollen nipple that I cried out.

She kissed and licked my breasts for ages, in a way that Frank could never.
It was at once soft and firm. And, before she so much as touched my
wet, swollen pussy, I came. I felt it building as she kissed and stroked
my nipples. She traced around my entire breast with her tongue, and finally
slurped my nipple into her mouth with a hungry suction. And I came. I had
never had an orgasm from having my brests caressed before, but it 
happened with a vengence. I moaned and writhed in ecstatic spasms with
each suck of her mouth.

"Uuuunnnngggghhhh! If only Frank could do that!!"

Sue smiled, "If only Tom could!"

With that she bgean kissing her way down my belly. My orgasm was just subsiding
when her hands slid under my cheeks. She lifted me up and slid a pillow under
my bottom, and pushed my thighs apart. I could feel the air and her look at my
very aroused, very exposed, very WET pussy.

"Now, I want to taste you!"

I could not wait to have her touch me with her tongue. If she could make
me come by licking my nipples, what could she do now?

As if to answer, she kissed me right in the center of my vulva, well below
my clitoris, but right in the center of my wetness. She let out a low
throaty sound as she tasted my overabundant juice, which in itself almost
made me come again. He fingers traced the honey that had run out of me and
was sliding down the crack of my ass. She kept drawing more and more of my
nectar out, and I could feel it running over my tight anus. She teasingly
ran her finger around my opening, not pushing to get in, just encouraging
me to open up.  The feel of her tongue in my vagina and her fingers on
my bum had me building up again.

Once, maybe twice with Frank, I had multiple orgasms, but now with Sue, 
I thought I could come forever. Her
tongue lapped my clitoris, and within seconds I was on a rocket ship,
zooming into outer space. I pushed my crotch into her face, and spread my
legs as far as I could, hoping that Sue would finally push her finger into
my bottom. I came in wave after wave, and just when I thought I had no
more, she did, sliding in two fingers as far as they would go. I cried out
in surprise and pleasure and came again.

As Sue's fingers slipped out, and my mind once again settled back to earth,
I knew why Sue and I had been friends for so long. She moved her head back up
to mine and kissed me softly for a long time. She hugged me and carressed me
and whispered how she had watched me for all these years.

"I have never even wanted to be with another woman, but there has always
been something about you. When we were in college, and you would go to bed
with some guy, I always wondred what *he* was feeling being with you."

"That's just because you thought I only dated ugly guys!" I teased.

Sue laughed, and hugged me. I lay backrelaxed like I hadn't relaxed in weeks.

END PART 1.

BEGIN PART 2.

The next thing I knew, it was late afternoon. I was covered with a sheet,
and Sue was nowhere to be found. As I drew a deep breath, the unmistakable
smell of our lovemaking hit my nostrils and I smiled a deep smile.

But suddenly I wondered if Sue had had second thoughts, and might be embarassed,
or even angry.  I found my bathing suit and pool robe, quickly dressed, 
and ventured out to find her. Ilooked out by the pool and saw no one, and 
looked in the kitchen.

"So you woke up!" came a cheerful voice behind me. Sue was sitting in the
sun porch on the couch, wearing a silk robe, and reading a magazine.

"I'm so sorry I fell asleep," I said, a little embarassed. "Just like a
man!"

"Oh, don't worry about it. You've had a rough week."

"Well, I'll give you that."

"There are some sandwiches and iced tea in the fridge. I had made them for
all three of us for lunch, but plans got a little bit mixed up, huh?"

"A little, but I guess its good to be, uh, flexible."  I got a couple of
sandwiches out, and poured 2 glasses of tea.  Walking into the sun room,
I gave a Sue some tea and a sandwich. I sat on a loveseat and looked to gauge
her reaction.

As she ate her sandwich, she smiled at me with that same warm, inviting smile
I had seen earlier, and I knew that she was alright with it.

"So, will you tell Frank about this?" she asked.

"No way! He's much too straight laced - he'd blow his lid. What about Tom?"

"Well, he'd blow something, too, but it'd be his load, not his lid!"

"Are you going to tell him?!? I don't think you should tell him, what if
he mentions it to Frank?"

"Well, OK, if you think he might, I won't tell him."

I was a little taken aback that she might even think about it. "You mean
Tom would think it exciting?"

"I think so. It would be a little risky, I mean he has never said that he
would like to see me with a woman, but he *has* said that he does not 
understand men being gay, but can see why women might be lesbians."