Date: Sat, 11 Aug 2007 14:03:38 -0700 (PDT)
From: AMANDA PLOGGER <love4fun4life@yahoo.com>
Subject: upside-umop-insideout-3 The Beginning

Okay This story contains sexual acts between two females if this offends
you then don't read it. If you are not 18 or whatever the age maybe where
your from, don't read it. If you just don't like the idea of love between
two ladies, go somewhere else. Don't read it. The characters are not
real.
Any similarities are just that.

I still have many, many chapters to go. Let me know what you think so
far.
Good or bad. I love to write so you will have a lot of reading if you
check
back in. As always, enjoy.

Amanda



upside_umop_insideout

Part 3

Upside Down



"What does this mean, Alexis?" Emily asked quietly as Alexis sat next to
her. She sighed as Emily laid her head against Alexis's shoulder.

"This means for the first time in a long time, you have someone on your
side, someone who loves you."

"You love me?" She asked, not waiting for an answer, she continued.  "Cause
I felt that for you for a long time. I just... I guess I have been too
afraid to act on it."

"I think I have loved you since the first time I saw you smile, Emily. I
don't want you to give up your life for me, but I know I want you in mine."

Emily nodded, not answering for a while.  When she continued Alexis
strained to hear her, even with her head inches from her ear. "There's not
much of a life to give up. I only have my kids.  Mark. Mark and I are
through. After last night, I am sure of it." Alexis sat quietly, letting
her say what she needed. "I have a lot I have to figure out. The one thing
I know for sure is I want to be in your life, whatever that means. Whatever
comes with that."

Emily sat up and turned to Alexis, taking her hands. Emily took a deep
breath and squared her shoulders, bringing her chin up. "I want to come
home with you. And yes, I am sure." Emily added at the questioning look on
Alexis's face.

Alexis nodded and stood, pulling Emily up with her. Neither spoke as they
walked across the school campus, hand in hand, to the lot where Alexis's
car was parked. Emily couldn't help but smile as Alexis looked over at
her. Emily's stomach was filled with butterflies and she could feel her
slick palms against Alexis. Even with all the nervousness, this felt so
right. All she could think about was being with her, to hell with the rest
of it. That could be figured out later.

Alexis opened Emily's door for her but stopped Emily before she could slide
in. "I want to know.  No, I need to know, that you are serious. I don't do
one night stands and I just can't put my heart out there if you're not. I
can't risk it being broken."  Alexis said, her hand unconsciously stroking
Emily's bare arms.

The corners of Emily's lips curled into a smile. "You don't do one night
stands?" Emily joked.  Alexis was very candid about her latest conquest,
driving Emily crazy with sordid little details.

Alexis sighed and looked away, her hands falling by her side. She was
right, Alexis had been acting like a slut these last few months. It wasn't
something that she was proud of. She knew was running away from her
feelings, feelings she had for Emily. But how did you explain something
like that?

"I'm sorry, Alexis, I was just joking. I... I shouldn't have said anything."
Emily felt like turning around and running at the look of pain she had
caused to fill Alexis's face. "God, Idiot! Just when you get what you want
you have to go and screw it up by saying something stupid." Emily thought
to herself. 

"I don't want to be a one night stand. I want, hell, I don't know what I
want other than you." Emily said taking Alexis's chin in her hand, she
pulled her face to hers.  "Please, forgive me and know I will never
intentionally hurt you." She pleaded looking deeply into Alexis's beautiful
brown eyes.

"There's nothing to forgive. You're right, I have had my share of one night
stands. Before these last few months, I wasn't like that." Alexis looked
sad and weak as she spoke quietly. "I wasn't like that... before... before I
met you." She said looking down as much as possible with Emily's hand still
cupping her chin, trying to force her to keep eye contact.

"What do you mean? I am the reason? I don't understand, Alexis." Emily
sighed. It was unnerving seeing Alexis like that, so soft and
vulnerable. To Emily, Alexis was always so bold and outgoing. She didn't
care what anyone said or thought. Yet, here stood, the total opposite. It
was a revelation to Emily, in an instant she knew how much more there was
to Alexis and how much she wanted to find it all out.

Alexis shifted nervously under Emily's intense gaze. She didn't want to
admit how much she cared for Emily, afraid if she said how deep her love
ran, that run would be exactly what Emily would do. "It's... complicated."
Alexis stuttered.

Emily took a breath and steadied her nerves. "How is it complicated? I love
you, Alexis. I have since the day I met you. I thought I made that clear
earlier." Emily pulled Alexis to her. "It doesn't matter, none of it
does. I love you and if I was to believe you earlier, you love me."

Alexis cut her off, her mouth closing in on Emily's. "Oh, I do." She
breathed before her tongue darted into Emily's waiting mouth. The kiss
deepened and their hunger for one another became feverish. "I need to get
you home before I get us both in trouble and take you in this parking lot."
Alexis growled into Emily's ear while Emily softy caressed her breast
through her shirt, pulling the nipples to hard peaks.  Stealing one last
kiss, Alexis moved out of the way, this time letting Emily slide into the
old beat up car. A old beat up SS, it was just like Alex, a little bit
crazy and loud, but so much fun to drive.

°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°°
°°°°°°°°°°°°°°°°°°°°°°°°

"I love your apartment." Emily said as she looked around the open room.
The kitchen sat in the middle, high counters surrounded it, breaking it
from the living room that opened up in front of it and the small dining
room to it's left. To it's right was four doors, two of them French style
with glass fronts.  Through the glass and sheer panels, Emily could make
out a bed, and she felt her groin tingle with excitement.

"Thank you. Would you like a drink or something to eat?" Alexis asked
placing her keys and phone on the kitchen counter.

Emily felt the desire flash in her eyes. "What I want to eat usually isn't
found in a kitchen." She laughed as Alexis turned to her smiling and felt
free for the first time in a long, long time. She slowly walked to Alexis,
taking her in her arms their heads met in a passionate kiss.

"God, you don't know how I've dreamed of this." Alexis sighed into her
mouth. Emily felt her hands slide down her arms and take her hands in her
own. She pressed her forehead against Emily's and held her gaze.

"Yes, I'm sure." Emily said, knowing the question that was burning in
Alexis's eyes. She allowed herself to be pulled gently towards the double
doors, her heart and mind racing.  She was sure, one hundred percent, about
what was going to happen. It was the rest of it that she was unsure
of. Emily pushed her thoughts away as they entered the room. It wasn't
anything like she would have imagined, even though she wasn't sure what
that would be. Light filled the room from two ceiling-to-floor windows that
flanked either side of the bed. Emily envied the large bed that filled the
center of the room. Emily slowly slid her hand across the soft royal blue
comforter and smiled as Alexis wrapped her arms around Emily's waist from
behind.

"We have all afternoon. Slowly, okay?" She sighed, as Alex brought her
mouth to Emily's neck.

"You'll be eating those words. I promise, I will go painstakingly slow."
Emily felt her heart flutter at the very sexy, very evil grin that Alexis
flashed her over her shoulder.  Alexis turned Emily to face her and began
to unbutton her shirt. True to her word, Alex moved very slowly, running
her fingers lightly over the newly exposed skin, before moving on to the
next button. Emily was in heaven, being steadily driven insane by the dark
haired beauty that stood in front of her.

It seemed like time stood still with every little touch. Emily could feel
the goose bumps cover her delicate skin, every inch feeling like it had
been touched by fire.  Alexis pulled her close as she finished, her kiss so
light. Emily felt Alexis's hands circle her waist under her shirt and
moaned, pulling her mouth closer deepening their kiss. She wanted her with
every fiber of her being.

"Eating those words yet?" Alexis asked into her mouth. Emily shook her
head, her short blonde hair swaying with her head. "Just don't stop." Emily
practically moaned.

"No chance of that." Alexis smiled, bringing her hands up Emily's body,
sliding her hands down Emily's arms as she slid the shirt off. Alexis
covered her shoulder's with butterfly kisses as she reached back and undid
the clasp of Emily's bra, sliding it off the same way as the shirt. Emily
shivered under Alexis's intense gaze, taking in her half naked form, her
short skirt and heels the only thing covering her.

Emily reached around and unzipped her skirt and with a small tug, she was
standing naked. "God, you are beautiful." Alexis purred her eyes trailing
down Emily's body. A smile curled at the sides of her mouth as her eyes
reached Emily's clean shaven pussy. She longed to dive in and swore under
her breath. She would keep her word, even if it would kill her in the
process.

Emily toed her shoes off and sat back, crossing her long legs. "I want you
to strip for me." Emily's voice sounded sultry in her own ears. She smiled
at the look of surprise that crossed Alexis's face.

"I... I've never... stripped for someone." Alexis stuttered, caught off guard
by Emily's request.

"Strip." Emily said more forcefully. Alexis was always dominate but with
the sound of Emily ordering her around she felt herself gush. She felt her
wetness running down her thigh. Alexis turned to her dresser and pressed
play on her CD player, feeling the music surround her.  Looking over her
shoulder at the beautiful naked body that was spread across her bed, she
felt the heat in Emily's eyes more than she saw it.

Emily's breath caught in her throat as the look in Alexis's eyes, one full
of lust and love? She remembered what they both had said, but now seeing
it, it took her breath away. How could something so intense happen so fast,
she wondered. Slowly, Alexis turned to her, her hands gradually  crossing
her stomach as she reached for the hem of her tight yellow polo. Emily felt
her heart rate double as her eyes followed Alexis's hands as they slowly
moved upward, her shirt rising with them. Emily's eyes where drawn to the
slowly sexy swaying of Alexis's hips. Emily felt her grow even wetter as
she watched Alexi's body gracefully swing to the beat that was coming from
the speakers. She couldn't help but imagine the way Alexis's body would
feel upon her own. Emily leaned back on her arms, enjoying the
sight. Alexis's hands trailed seductively down her stomach towards the top
of her pants, her fingers hovering over the buttons.  Emily heard her self
moan as Alexis teasingly pulled her fingers away.  She waved her finger at
Emily saying "naughty, naughty."

Alexis smiled, knowing she was driving Emily nuts. She loved the site of
Emily's naked body lying across her bed, her legs falling open, showing all
of herself to Alexis's eyes.  Painstakingly slow, Alexis moved her hands to
unclasp her bra, letting it fall into the steadily increasing pile at her
feet. Emily's eyes glazed over, staring at Alexis's 34B breast that bounced
ever so slightly as her body moved in time to the music. Before she could
even think about what she was doing, Emily's hand found it's way to her
dripping wet pussy.

"Oh no you don't." Alexis said stopping her seductive dance, she covered
her self, forcing Emily to bring her eyes up. "Should I continue or leave
you to play alone?" Alexis said nodding to Emily's hand. Emily felt her
face growing red as she slowly removed her hand. "Good girl, that's my
job. You just lay back and enjoy."

"I was trying to." Emily smiled up shyly at Alexis. "Alexis." Emily
pleaded, letting Alexis know with that one word how much she needed her.

"Ha ha. I knew you'd be eating those words. Nope, you said slow and steady
and that's what I plan on doing."  Alexis said as she turned and cranked
the music a little louder. She turned back to finish her strip tease, but
stopped as soon as she saw the look that filled Emily's eyes, covered
Emily's beautiful face.

Emily's voice dripped with need. "I will eat my words and anything else you
want, as long as you get over here now and make love to me." Alexis felt
her knees grow weak at the sound of Emily's sultry voice. She knew her
resolve to go slowly wouldn't hold under Emily's intense gaze.  Within
seconds, Alex stood naked in front of Emily, completely forgetting her
dance.

Emily felt herself reeling as she took in Alexis's naked body, her deep
drown eyes, soft nose, pink lips begging to be kissed, her firm breast,
tight stomach. Emily felt herself blush as she blatantly stared at Alexis's
sex, neatly trimmed, yet so covered she could barely make out the pink
beneath.  She let her eyes follow the length of Alexis's thighs and long
culpted legs. "I need you." Emily breathed as she lifted her eyes and arms
to Alex.

Those words set everything into frenzied motion. Alexis flung herself on
top of Emily, no longer able to contain her desire. Emily's lips where
crushed by Alexis's as their hands explored each others bodies.  Emily
moaned into her mouth as Alexis pinched a nipple in between her fingers
roughly. Alexis pulled back suddenly, and sat up, leaving Emily stunned.¬

Alexis leaned her head into her hands and rubbed her eyes, shaking her
head.

"What is it, Alexis? What's the matter?" Emily was more concerned than
anything now, as she slid up on her knees and leaned into Alexis's
back. She tentatively slid her arms around Alexis's waist.

"This isn't a dream, right? You are really here." Alexis said more as a
fact than a question. "I want you, God I want you. I just... I want all of
you." She said quietly, turning her head to look at Emily.

Emily sighed deeply, knowing what it was Alexis was saying. "Damn it,
Alex." Emily said pulling herself off of Alex. "Damn it. If... if you felt
like that... you know my situation." Emily spouted off as she got off the
bed and began to gather up her clothes. "Why'd you let it get this far?"
She practically yelled stopping in front of Alexis. She was fuming.

"Emily, please. Come back to bed, I... I didn't mean it. Please, I... I'm
sorry, sweetie." Alexis was so confused. She didn't think, didn't expect
this reaction.

"This, this is not easy for me. I know what I am and I am tired of running
from it. Do you think if I thought my marriage had ANY hope that I would be
here, naked asking you to take me? To make love to me?"  Emily said, her
voice straining with emotion, flinging her hands with each word. "I love
you Alex. I don't know what's going to happen or what tomorrow will
bring. And right now I can't promise you anything other than the promise
that no matter what happens I love you and that even if only for this
moment, I am completely yours." Emily's knees buckled as tears streamed
down her cheeks. "Why can't you accept that?"  Emily said as she looked up
at Alexis, her vision blurred by tears.