Date: Mon, 2 Oct 2000 18:53:37 EDT
From: Yoli979504@aol.com
Subject: CLASSMATES

CLASSMATES

(This story is partially true.  Portions of it are fiction and names have
been changed to protect the not-so innocent!  Email me at
yoli979504@aol.com if you like it!  Enjoy!)

	"This semester should be pretty easy," I thought as I scurried to
find a decent parking space.  Taking classes to obtain my Master's is
fulfilling, although last semester had been quite a stretch.  Two nights a
week, three hours a night after working a full eight hours a day was
becoming quite stressful.  My husband, bless his heart, had understood, he
always did.  Michael was a very lovable man, the main reason I loved,
married, and respected him although I daydream occasionally.  The fantasies
were occurring more often now though.  Idle minds, you know. Michael
wouldn't have to worry about not spending enough time with me this semester
because I was taking only one class.
	I found a spot right up front...I was glad I made it on time.  I
liked to make a good impression, especially the first day of class.  As it
turns out, I knew the professor, I had him a couple of semesters earlier
and he seems to like me.  I was sure I could pull an "A" out of this class.
	I walk in the lab; there were a couple of people that I recognized
from previous classes so took a seat up front.  At 32, my eyesight
definitely isn't what it used to be.  Then again, who wants to sit up
front?  Oh, there in the 3rd row was the perfect spot.  I took a seat and
began looking for the class website online.
	As I surfed the internet, I noticed a new face walk in the class.
"Never seen her before" I thought..."I thought I knew everyone in this
program".  The woman took a seat across the row from me, nearly 4
workstations away.  A strange feeling came over me, a feeling of loss,
although I clearly had no vested interest in where this woman sat.  At any
rate, I returned my attention to the virtual online class the professor had
created for the students.  I turned and heard a soft voice whisper "excuse
me".  Before I could turn, the woman sat down in the workstation next to
me, her bookbag and purse thrown on the desk.  I'm usually a very confident
person, but I smiled and said hello with a coy shyness.  The woman
responded and returned a smile.  Her eyes were light brown, strikingly
beautiful.  I only looked into them briefly.  The woman listened intently
as the professor introduced himself and covered the course syllabus.
	"How did you get into the website?", the woman asked.  I whispered
directions to allow the woman to view the information needed.  I felt good
that I could be helpful to this woman who at times seemed unfamiliar with
navigating the page.  I found that although I was happy the woman sat here,
I was unsure and nervous when dealing with her.  There was something warm
and inviting about this woman who seemed a bit nervous herself.  At any
rate the class ended and we parted with a smile.
	Second week of class, I found myself excited to return...I would
make a special effort to be nice to this woman.  After all, nice never
hurt..."just keep your cool".  I remembered a trick I had tried often on
many men..."look him in the eyes".  Amy (formerly known as "the woman")
made a sarcastic remark about the professor.  I responded with a big
laugh. She slid her chair close, to show me an article she found...my heart
beat a little faster.  "Surely she knows that this is uncomfortable" I
thought...after all, Amy was clearly in that "inner circle" of space that
only those close to a person should invade.  Amy seemed unaware of this
fact, maybe she is just that type of person, very open, unaware, sensual
even.  Surely she doesn't know about these things and how they affect a
person...or maybe she does.
	Between the professor's boring lecture, she made smart remarks,
quite funny.  I gathered my nerve and during the next exchange, looked Amy
directly in those big browns.... She quickly darted her eyes away...then
back...then away again.  Very confusing .  Well, class is ending
now...better call Michael to make sure he's ready to leave.  I use the
phone briefly, noticing that Amy has already left classroom.  I pack my
things and turn to find that Amy has backtracked...looks as if she needed
to use the phone also.  I tinker with my briefcase a minute and then decide
to leave...but wait...Amy quickly gets off the phone.  "What's she up to?"
I wonder.  Amy approaches me, making small talk.  Although my car is easily
accessible from the front entrance, I decide to walk with her the long way,
just to entertain myself.  I like this woman.  It makes me uneasy.
Extremely talkative, brown-eyed and a bit spacey, Amy gave off warmth that
I could not resist.  She's probably this way with everyone, I mean, look
how she talks in class.  She will have a conversation with just about
anybody on just about anything.  Naturally outgoing Amy...no need to read
anything into that right?
	Tuesday night cannot come quick enough.  I get to class right on
time.  Amy's already there talking up a storm.  It seems that the professor
will be late this time.  We have an hour to spare.  Amy and I talk about
the presentation she needs to give next week.  We take time to go outside
and talk about our jobs, families and even plans for the future.  I like
this woman...I'm attracted to her mental energy...physically, I'm attracted
also.
	We talk a lot over the next couple of weeks.  Email daily,
sometimes discussing work issues, other times just to say hello.  I find
myself thinking of a reason to talk with her.  I notice also, that she asks
for advice that's work-related, but she asks for information she could have
easily gotten elsewhere.  Finally, I get the nerve.  "I have an idea," I
say. "Let's get together this weekend to discuss our projects...I'll be fun
yet productive!"  "Sure" she replies. "Do you want to come to my house?  I
live alone so we should have plenty of peace and quiet"
    	"That'll be great!  How about Saturday?  What time?" I said
	"Make it around 2:00 unless you have something better to do!"  Amy
suggests.

I show up at her house around 2:30...she seemed so happy to see me.  With
bookbag on my arm, I said hello to her Persian cat and commented on her
beautiful home.  Her home was very warm and inviting much like her
personality...bright colors and lots of plants and comfortable places to
be.  She gave me a tour of the house.
	"Here's the den...I spend most of my time here wishing I wasn't'
single" she laughed.
	"Oh Amy, you shouldn't worry about that, with your looks and great
personality, you'll find a man without a problem".  I commented.
	"Well, I don't know" Amy remarked, "After all, I'm 30 now...I'll be
an old maid soon.  I'm happy though, I'd just like to spend time with
someone...good friends like you make it easier, but I could also use a
little sex!"
	"Hey, well...you know...I can't help you there!" I blushed.
	She looked at me with a small grin on her face, coming closer while
moving a strand of my hair from my brow.  "Come on now" she purred, her
mouth only inches from mine.  "Are u sure there's nothing you can do?" she
laughed.

My heart is beating really fast now...I can't believe she is coming on to
me.  Oh God, don't let me mess this up.  I've wanted this woman for weeks
now.  Take a deep breath, calm down, be cool, think of something sexy.  I
swallow really hard and look at her.  She is just about the sexiest thing
on earth at this moment.  I regain my composure and decide to call her
bluff.
	"Don't play with me woman" I whisper in her ear as I lean against
her, leveraging myself against the kitchen countertop.  "You don't know
what you're getting yourself into"
	"I've known" she said while staring into my full mouth.  "You and I
both know you're not here for homework" she whispers.

I kiss her neck...lightly at first.  Then her ear and under her chin.  I
can smell her, clean, fresh with a slight musk that could only be her body
chemistry.  As I kiss the top of her chest, just above her breast, I hear
her grasp for breath.  When I look up into her eyes, I notice her lip
trembling slightly.  Is this desire or fear?  I don't want her to be afraid
of this or to feel any pressure.

	"Are you sure you want this.  You can tell me to stop at any time
Amy.  I mean it, Jesus, you're shaking" I say, grabbing her hand.

	"I'm sorry" she explained.  "I may be in over my head.  I've had
fantasies of you and I together but I must confess that I have no idea what
I'm doing here"

	"Hey, come on now...this is me you're talking to.  We are friends
no matter what, you know.  I want you more than life itself right now but I
have no problem doing without this if its best for you or our friendship."

	"Don't be silly" Amy replies.  "I'm a big girl, I can handle it.
Just promise me nothing will change between us.  I love having you as a
friend"

	I take her hand and put it around my waist.  She hugs me from
behind as I lead her to the bed.  Millions of thoughts run through my head.
I love this woman; I feel so close to her.  I want to share myself with her
and to reassure her that what I feel for her could never totally manifest
itself physically...our physical relationship will only be a symptom of
what we truly feel for each other.

	As she reclines on the bed, I bend over her, gathering her hands
above her head.  I kiss her small mouth, gently at first, adding my tongue
only when invited.  My God, the smell of this woman is intoxicating.  As I
undo her shirt, she looks at me and smiles.  I see that she is relaxing
now...willing and ready to experience the pleasure I have in store for her.
I unbutton her bra to reveal ripe full breasts.  I lick her nipple and she
responds with a mumbled groan.  As I manipulate it with my tongue, I feel
the excitement she is obviously giving herself to.  I go lower, lower,
across her belly.  As I remove her pants, I put my lips on her thigh and
decide to kiss my way back up to her stomach.  When I pass the area around
her groin, her body responds...unable to remain still.  Muscles tense at
the pleasure to come.  I decide not to torture her and remove her
underwear.
	I use my hand to lightly touch the hair atop her sweet pussy.  A
mixture of blonde brown soft hair covering her clit as if to hide the
treasure.  I use my finger to gently glide over her pussy lips,
occasionally slipping inside to feel her wetness.  I'm so excited now I
must kiss her mouth once more.  I give her a long stroking kiss...one meant
to show her how serious this was.
	"This is your last chance baby" I breathe into her breasts as I
lower myself further.  She responds by kissing my mouth, then my breasts
with such intensity, I know that she wants exactly what I want.  As I part
her vaginal lips with my tongue, I decide that she is has the sweetest
taste I've ever known.  I use my tongue to circle her clit several times
while my fingers enter her.  Only one finger at first, slowly, gently,
moving in and out, feeling her inside.  I finally use my full lips to
gently grasp her red, swollen, clit and give it a slight tug, touching its
tip with the tip of my tongue.  As I release her, I use my tongue to lick
upwards, from her pussy back up to her clit using a slow swirling motion.
I'm so overwhelmed at how giving her pleasure is exciting me.  Her hands
grasp the bed with white knuckles as she cries out.

	"Oh God...Oh God...what are you doing to me?  I knew you would be
like this...AAAhhhhhhh.... Oh Baby.  Don't stop...please," she cries,
barely audible over the sounds of my mouth plunging into her wetness.

	She is so wet right now...I use my tongue and lift my head an inch
above her pussy.  A string of her wetness connects the tip of my tongue to
her clitoris.  I can sense that this will end soon.  I choose to leave her
clit and to use my long tongue to enter her.  As I slip my tongue into her
wetness, she forcefully grabs my hair and pulls, raising herself.  What
follows is a frantic mesh of my enjoying the very taste and smell of her.
At times, she pulls my head into her, as if to devour me within herself and
at other times, she tries to push me away, but my hold on her buttocks give
her no relief.  She cries out in a mixture of agony and pleasure.  Finally,
she flexes her body and I feel that she is near.  I use my fingers to enter
her one last time as she screams in pure ecstasy.  I feel her walls spasm
against my moving fingers, slowly caressing her inside, extending her
pleasure.  I hate to be crude but what a great fuck she has turned out to
be!

	Her hair clings to her perspiring forehead and dewy wetness cover
her entire body.  As I move off her, she follows as if attached, pinning me
to the bed and straddling me naturally.  I'm surprised at her assertiveness
although I'm somewhat amused.  She giggles a bit as I playfully squeeze her
ass, taking time to examine how perfectly her hips lead to her thigh.
She's not one of those "Ally McBealish" chicks, this is a real woman.
Strong, yet soft, clean and natural.  I could love her if it was allowed.

	Not ready to give up control, I decide that my next move's reward
would be greater than its risk.  You see, she was right...I'd had no
intention on working on some project when I arrived today.  I playfully
buck her off me, in an effort to go into the next room, promising to return
with nourishment.  I slip on my sweat pants and T-shirt and head into the
next room while she is in the bathroom.  I grab a Coke and chips from the
kitchen and decide that the strap-on hidden in my bag would be her next
delight.  I carefully put it on, covering it with my sweatpants.  Before
she emerges from the bathroom, I'm back in bed hiding the surprise I have
for her next.

She jumps back into bed gleefully thanking me for my help with her
"problem".  My desire is building for this woman as we talk and laugh,
eating chips and kissing crumbs from each other's lips.  She doesn't even
notice the dildo I've attached...I'm waiting for the right approach.  I
finally get the balls to ask "Amy, really, do you trust me?"

"Sure I do...I care about you a lot and I know you care about me" she
replies.

"Good because I'm here for you, you know.  I know we joke and play a lot
but this friendship is very important to me.  Even when you find
"Mr. Right", I want us together."

"Amy you deserve to be happy...I'll be whatever you need me to be to make
that happen"

"I knew I loved you for some reason.  I was drawn to you the very first
day.  That's why I switched my seat in class" she whispered as she joined
her lips to mine.  "I need to be with you again" she pleaded as she lifted
herself above me.

I felt the time was right, struggling to keep a clear head as she gently
sucked my nipples.  "I have something for you" I said as I removed the
sweatpants, revealing the big life-like dildo I'd brought along with me.

"Jeez Yoli...u tryin to kill me or something" she laughed throatily.

"Not hardly sweetie.  I want to make love to you, not fuck you.

"I trust you Yoli...you haven't let me down so far.  Have your way with me"
she said with a smile.

As I lay her on her back, I continue to kiss and caress her.  She gets
excited, zealously kissing my arms, my side, and almost any part of me
available to her.  I use my finger to touch gently inside her pussy...I
need to gage whether or not she is ready.  My ring finger slides inside her
with ease, passing the test.  I move the cock into position, taking care to
enter her slowly and effortlessly.  She stares directly into my eyes, and I
carefully watch her expression.  I feel her tense a bit, as the long cock
rests against her cervix.  I whisper in her ear to reassure her.  "I won't
hurt you.  I love you baby, I swear" Slowly I move in and out of her,
making sure that each stroke is long, purposeful, causing her body to
writhe and move with my thrusts.  Our bodies move in perfect sync and I
hold her against me placing my arm in the small of her back, my head buried
in her chest.  This feeling is so powerful...watching her, knowing that I'm
having this effect on her.  She can barely respond as I question her,
begging to know what she feels.  I don't want this to end...its so intense.

I have to break away to shift my position and to keep my sanity.  I lift
her to me, bracing my arm across her back.  She momentarily cries out as
the big dick plunges into her because of the new positioning.  She's on top
now, in full control.  She adjusts her position, using her thighs to gage
the depth of the tool.  I'm sitting up now with my head staring into her
chest and she moves wantonly above me.  I lick and kiss each breast while
she powerfully works toward her orgasm.  As the feelings intensify, she
wraps her arms around my shoulders, hugging me like a frightened child.  I
use my hands to support her, holding her steady by her waist as she moves
up and down in rhythm.  Finally, she pushes against my shoulders, bending
herself back, as she surrenders to the deepest of emotions.  I hold her
tightly as she cries, digging her short nails deep into my back.  As the
motion subsides, she slowly rocks above me, whimpering and kissing my
forehead.  I look up to find her eyes full of tears.

"Are you all right Amy?"  I asked with deep concern.

"I'm more than all right.  I can't believe how you make me feel.  Oh God,
don't let me be a lesbian" she jokes.

"I don't think you're a lesbian, not that there's anything wrong with that.
We're friends and we've been intimate.  There's nothing to be ashamed of" I
respond.

We lay together exhausted from our tryst.  I lay my head on her chest just
above her heart.  I want to stay here forever, but that's not feasible.  I
need to get home.

"I have to go Amy.  I've lost track of time."  I explain.

"You can't go now.  I've done nothing to satisfy you" she replies while
caressing my abdomen.

"I am satisfied...being with you satisfies me.  Maybe next time, when we
have more time".

"I can't get enough of you Yoli.  Promise me you'll be my friend forever."
She says as I slip on my pants and shirt.  I tuck my hair behind my ear and
lean over her on the bed kissing her mouth gently, then the tip of her
nose.

"Friends forever" I reply.