---------------------------------------------------------
Warning:
 The material that follows is adult in nature, containing
graphic sex descriptions.  If you are not over 18, or if such
material is offensive to you, stop here and move on to another
story.
-----------------------------------------------------------

This story is based on the TV show Picket Fences. I got the idea
from an episode where Kimberly, the 18-year old daughter of the
main family in the show, has a brief flirtation with her best friend.

I was always disappointed that nothing more came of this, though
of course I knew it couldn't on network TV. So I decided to write
my own follow-up story.

Here it is.

*************************************************************
If you like the story, please let me know via e-mail. And if
you have any similar stories to share, please send them to me.
*************************************************************

Karen

------------------------------------------------------------

"What's happening to me? I never had this problem before. I'm so confused!"

These were the thoughts going through Kimberly Brock's head as she sat
alone on her bed. In the next room, her two brothers were, as usual,
arguing about something. Her father, Sheriff Jimmy Brock was still at work,
but her mother, Jill, was downstairs, having come home early from her
medical practice.

Kimberly wanted to talk to her mom about this, but she knew that was
impossible. She would have a panic attack, the same way she did when the
issue first arose several months ago. No, her mother was not the person to
confide in, not for this problem.

But who? Certainly none of her friends. The only one she would even
consider telling was Lisa, and she had already denied it all to her at the time.

"That damned Lisa", she thought. "She's the one that started all this. Her
and her 'experiments'. If Lisa hadn't talked me into kissing her that night
on this very spot, I wouldn't be in this predicament."

Kimberly thought back to that night and the days immediately following.
Lisa Fenn, her best friend, was spending the night, and the two of them
were lying in the dark talking about lots of things, including sex. "Kim",
she said at one point, "have you ever wondered what it would be like to ...
to kiss a girl?" This really startled Kimberly. In fact, she had NEVER
thought of that. It just wasn't something to be considered. But now she was
thinking. "Not really", she answered, wondering what her best friend had in
mind.

Lisa went on. "I just wonder what it feels like, you know? I mean, kissing
a guy is so nice, but a girl would be so different- soft, exciting,
maybe..." Lisa's voice lingered off in the darkness. Finally, she said, "Do
you want to try?"

Kimberly was startled. For a while she said nothing. Then, realizing that
she was just as curious as Lisa, she said, "Okay."

The kiss wasn't much, at least on the surface. It lasted maybe ten
seconds. Still, Kim could feel herself getting excited, especially when
Lisa slipped her tongue into her mouth and swirled it around. Afterwards,
they were both silent, until Lisa said, "Well, that was interesting".

Kimberly replied nervously, "Yeah ... interesting."  Interesting indeed.
Kim found it more than interesting. She could feel the beginnings of
arousal between her legs. It scared her.

Neither girl said much about the incident for a couple days.  Finally,
Kimberly brought it up.  They had to talk about it, or it would just be
there like a cloud between them. So they talked, and both said it was
exciting probably because of the taboo. Both girls were confused by the
emotions that the kiss provoked. But finally, they both agreed that they
were not attracted to each other, not in "that way". And the subject had
not come up since, except for the harassment Kimberly got from her
then-boyfriend when her darling brother found out about it and blabbed
around. And of course the panic from her parents.

She weathered that storm, however, and eventually convinced everyone (or
at least everyone that mattered) that it was just a little experiment,
nothing more.

Everyone, that is, except herself. For despite what she told Lisa, she
really was aroused by her kiss. Not that she wanted to start a
"relationship" with Lisa.  No, that would be too weird, sort of incestuous.
Besides, she didn't want to endanger their friendship over what she thought
was just a passing fancy.

But part of it was more than passing.  Ever since that night, Kimberly had
found herself thinking about how good it felt, how soft Lisa's lips were,
how sensuously her tongue moved in her mouth. Sometimes it took all her
self control to keep from masturbating as she thought about that feeling
and about other, even more erotic things involving other girls. What would
it be like to stroke a breast, to run her hands over the round cheeks of
another girl's butt, to feel soft, naked flesh pressing against her own? A
couple of times, she

Kimberly didn't know what to do about all this, but she knew she had to
talk to someone. Finally, it came to her - Rachel!  Yes, the town's
ex-mayor was a friend of her mom and around her mom's age, but Kimberly had
always been able to talk to her about absolutely anything, and she was sure
she could trust her not to tell. And she remembered the scandal that hit
last year about Rachel being in a soft porn flick when she was young. From
what she had heard, it had even included a light lesbian scene, which of
course was just for the cameras. Rachel would understand her problem! At
the very least, she would listen without judging.

The next day, Kimberly wandered over to Rachel Harris's shop as  she was
closing up. "Hi", she said cheerily as she entered.  Rachel responded with
a big smile. "Kimberly! What brings you  here?"

"Oh, I don't know. I just hadn't seen you in a while, and I thought I'd
stop by."

"So what's new, dear?"  Rachel had always liked Kimberly. She was so
mature, so thoughtful, much more than the typical high school senior. But
she could see there was something on her mind.

Rachel locked up so they could talk without being disturbed. After some
small talk and hemming and hawing, Kim told Rachel her story.  As she had
hoped, Rachel was open and understanding.

"First of all, Kimberly, you're not a 'pervert'. It's very common to have
some attraction to the same sex, especially at your age, when everything
about sex is still new and exciting. It doesn't mean you're a lesbian."

"But Rachel, I can't seem to shake these images I have, these ... these
fantasies. I feel like I need to do something about them or they'll never
go away!"

"I see", Rachel responded. She struggled for a moment with what advice to
give. "Well, do you really want to act on these fantasies? Maybe if you
just talked about them it would get them out of your system. Do you feel
comfortable talking about it?"

"Well ... I guess it's worth a try. It can't get any worse, I guess."

"Okay, sweetie. Just sit down here and we'll talk." Rachel pointed to a
high-backed easy chair to here left. "Now, what kind of fantasies do you have?"

"Well ..." Kim paused, readying herself. "For example, sometimes when I'm
standing really close to one of my friends, I get this urge to kiss her
neck, or put my tongue in her ear. I think about how she would respond ..
you know ... I imagine her moaning and quivering from my doing those things
to her."

Rachel looked Kimberly in the eyes as she spoke. "I see ... what else?"

"Sometimes at school, I find myself looking at another girl's boobs. A
couple times I thought they caught me looking, but that was probably just
my imagination. And ... well, some of the 'looser' girls wear these really
short skirts, you know? That show off their legs? And when I look at them,
I think about kissing them..."  Kimberly looked down, embarrassed. "Like
... here", she said, pointing to a spot high on her inner thigh. The,
staring off in the distance, she added, "And there are times when I think
about this at home that I ... I ... I really want to .. to ...well ...
masturbate."

Rachel was silent, gathering her thoughts. She could see that Kim was
troubled by these thoughts, and she wanted to help her. But this did sound
like more than just typical adolescent curiosity. Maybe Kim really did like
women.

But there was more going on in Rachel's mind. Besides wondering what
advice to give, Rachel found herself confused by her own feelings. For she
did in fact have some bisexual tendencies. And she had always liked
Kimberly very much. Listening now to Kim confess these feelings, she found
herself becoming slightly aroused.

"My God, Rachel", she told herself, "Get it together! This is Kimberly!
Don't do something stupid just because you're horny."

But she was horny, very much so. It had been over a year since she broke
it off with Kenny, and she really had not had any sex since then, except by
her own hand. The fact that the sex they'd had was incredible made it even
harder, but her experience with Kenny had actually turned her off to men
for a while. And now here was sweet, beautiful Kimberly telling her how she
has these lesbian fantasies. God, she was making it so hard!

"Well, honey", she said, trying to stay calm, "if these feelings are that
strong, maybe you should do something about them." She couldn't look
Kimberly in the eye. She knew if she did, she give herself away.

Kimberly thought about this. "Oh", was all she said. She, too, could only
look down as she spoke.

There was a long silence as neither knew what to say. Then Kimberly looked
at the older woman and said, "Would you do it with me?"

Rachel's heart skipped. "Oh no", she thought, "I can't do this ... Can I?
... God, but I want to!"

"Kimberly.... I .. I don't think ..."

Kimberly got up from her chair. "It's okay, Rachel. I mean, I just want to
see what it's like. And I would feel so comfortable with you." Kimberly's
eyes pleaded for understanding, for help.

Rachel couldn't answer. Her head and heart well filled with conflicting
emotions, with unwanted desires. She turned away for a moment to gather her
thoughts. Then she felt the soft touch of Kimberly's hand caressing  her
cheek. The hand moved slowly down over her neck, then  ventured lower, over
her left breast, down to her stomach.  Rachel could hear Kimberly's
trembling breath and felt its warmth by her ear.

"Kimberly..."  Rachel's words were cut off as Kimberly covered her mouth
with a warm, wet kiss. No longer able to resist, she returned the young
girl's passion. Her arms circled the thin waist, her hands resting on
Kimberly's hips. Kimberly reached up to hold Rachel's face in her hands
while she pressed their bodies together, thrilled by the feel of the
woman's ample breasts against her own. The kiss went on long and deep. Two
tongues explored each other, accompanied by little cries of joy and lust.
Kimberly was the one to finally break the spell, pulling back to look into
her new lover's eyes. Their breathing had changed now, each of them panting
with the excitement of what they were doing and were about to do.

Rachel was the first to speak. "Let's go in the back." Kimberly nodded in
agreement.

On a sofa in the office, they sat down and continued their necking.
Kimberly loved the feel of Rachel's lips on hers. It had been nice with
Lisa, but this was much better - so hot, so intense, so incredibly erotic.
She moved to Rachel's neck, placing little kisses there as she began to
unbutton the woman's blouse. Rachel, in turn, pulled on Kim's shirt and
sweater, trying to get them off.

Stepping back, Kimberly allowed both garments to be removed, then returned
to her own work. She knew from her earlier exploration that Rachel was not
wearing a bra. As she undid one button after another, she looked down to
take in the sight of those gorgeous mounds. When the blouse was fully open,
she reached behind her back to remove her own bra, dropping it on the
floor, showing Rachel her firm, youthful breasts. Then, unable to resist,
she placed both hands on Rachel's full, soft wonders as they again met in a
soulful kiss.

Only now did Rachel realize just how horny she was. It had been so long
since she'd had another person's hands on her breasts. God, it felt
wonderful! To be wanted by another woman, especially a pretty young girl
like Kim, was so gratifying. She had almost forgotten the thrill of this
kind of sex. She moved one hand to Kim's perfect breast, loving the smooth
feel of her youthful skin.

For her part, Kim was living all her fantasies. She moved her mouth down
to one of Rachel's large, reddish-brown nipples and began to suck it into
her mouth.  At the same time, she pulled the blouse off the rest of the
way, then reached for the zipper at the back of Rachel's skirt. Rachel
raised her hips to let Kim slip the skirt off.   Kim felt a rush of arousal
as she saw the garter belt and bikini panties underneath. She sucked harder
on Rachel's' nipple, feeling its hard nub in her mouth, contrasting with
the lush softness of the breast itself.

Rachel gently pushed the girl away, so she could undo her jeans. She
wanted to go slowly with the inexperienced girl, but she couldn't hold back
too much. She quickly pulled Kim's jeans off, then reached for the pale
blue panties. Removing them, she got her first glimpse of Kimberly's soft
brown pubic hair, so sexy against her pale skin. She placed a soft kiss on
her belly, swirling   her tongue into the hollow of Kim's navel.

Kim returned the favor, taking down Rachel's bikini panties with trembling
hands. This was just as it was in her fantasies, even the garter belt,
which she left in place, framing the patch of auburn hair between Rachel's legs.

The two women lay down together on the couch, Kimberly slightly on top as
their hands explored each other's bodies. Kim's mouth was soon back at
Rachel's lovely breasts, which she found irresistible. Both nipples were
very erect, sticking up a good half inch, and her attention had drawn
little goosebumps within the aureoles. Her soft tongue worked over them
lovingly.

Rachel's hands were on Kim's pert young bottom, softly caressing the
smooth skin, searching. Her right hand reached between the girl's cheeks
and gently moved back and forth, teasing Kim with the promise of more to
come. Reaching down further, she found the warm wet spot that was Kim's
pussy and worked her finger slightly inside. Kim groaned in response,
sending a pleasant vibration through the nipple between her lips.

Rachel decided to take it slowly this first time. Her fingers could do
wonderful things for a young girl, and she didn't know if Kim was ready yet
for the even more wonderful pleasures of oral sex. Keeping her finger
moving slowly inside the girl's wet channel, she moved her other hand
around so that she could work on her clit. Her middle finger quickly found
the hard little nubbin, making Kimberly cry out and move her hips. Rachel
delighted in the feel of Kimberly's wet mouth on her breasts as her expert
fingers did their magic between the girls legs. Kimberly could not keep her
hips from moving now as Rachel's hands roamed over her most sensitive
spots. One, two, sometimes three fingers entered her vagina while another
teased her clit. For variety, Rachel would occasionally move her fingers up
to tease Kim's rear hole, running a finger over and around her sensitive
anus with gentle pressure.

Kim's orgasm was very close now. She was moaning almost continuously, or
crying out Rachel's name in response to the erotic pleasures she was giving
her. No longer able to concentrate, she removed her mouth from her precious
prize of Rachel's boobs and once again locked into a deep tongue kiss with
her lover. Sensing she was close, Rachel lightly pinched Kim's clit between
her fingers. At the same time, she pushed her middle finger and thumb as
deeply as possible into Kimberly's pussy and asshole.

That did it. Kimberly erupted in orgasm. Never before had she come so
intensely, crying out, shaking, her eyes rolling back in her head. "OH! ...
OH! ...  OH GOD!  ... Aaaaaaahhhh! Rachel! Oh my god! Please, more
uunnhhhhhh!!!!!!"

It was almost as exciting for Rachel as for Kimberly. Seeing the look of
abandon on that sweet young face, hearing her cries of ecstasy, feeling
Kimberly's cunt and asshole spasm around her fingers as her juices coated
her hand, Rachel almost came herself. This was better than anything she'd
had with Kenny.

They both lay there for a while recovering. Rachel, of course was still
very horny, but she didn't want to push it. Perhaps Kimberly would have
regrets now that she had gotten off. In any case, she knew that Kim would
need some reassurance and guidance in making love to a woman.

Little did she know. As soon as she caught her breath, Kimberly began
again to play with her favorite toys - Rachel breasts. Rolling each nipple
between her fingers, she made sure they were nice and hard before taking
each one in her mouth. Gentle bites drew yelps of pleasure from her lover.
But Kim wasn't going to be satisfied with that.

Moving off Rachel's tits, Kimberly slowly dropped down to the woman's soft
belly. Gentle nips and kisses sent thrills up Rachel's spine. "Oh god", she
thought, "Is she going to do it?" Her heart beat faster at the idea of what
happen next.

There was no such doubt in Kimberly's mind. Ever since she removed
Rachel's lacy panties to reveal that reddish bush, she knew she was going
to go for it. She longed to feel those soft hairs tickle her upper lip and
nose. By now, her head was down below Rachel's navel, tracing little
circles with her tongue as she help those wide, womanly hips in her hands.
She moved down further, passing by Rachel's very wet crotch, to the smooth
softness of her thighs. As in her fantasies, she spent a long time kissing
and licking along the inner thighs, driving Rachel crazy with lust and
anticipation.

Looking up from between Rachel's legs, Kimberly treated herself to a
luscious sight. Rachel's full figure lay before her, her hips wide and
sultry, her breasts full and soft. "No hard body here:, Kim thought. "She's
so mature, so feminine!" Inches from her face, Rachel's vaginal lips
beckoned to Kimberly with their crimson wetness.

"Oh God", she thought, "I'm really going to do it. I'm going to eat
pussy!"  Kimberly was excited by the idea of this, of "eating pussy",
almost as much as the act itself. The anticipation was exquisite, but she
could wait no more. Leaning forward, Kimberly placed a long, wet kiss
directly on Rachel's inflamed vulva.

Rachel cried out.  "Oh ... Kim... Oh, yes, please!"

Kimberly smiled to herself. Yes, this was what she had been waiting for,
hot sex with a woman. The fact that this particular woman was so much older
than her, and a good friend of her mother's at that, made the whole
experience even more exciting.

Encouraged by Rachel's passionate reaction, Kimberly began to eat her out
for all she was worth. She moved her tongue slowly over the sensitive
flesh, making Rachel moan and twitch repeatedly. The long abstinence from
sex and the excitement of seeing Kim come had Rachel at a fever pitch.
Kimberly could not believe how wet she was. She was taking long, sensuous
licks at the woman's pussy, and each time she did, she came away with a
thick, full coating of juice on her tongue. She took each serving into her
mouth, savoring the taste of Rachel's hot femininity. "Oh, it tastes so
good," she said to herself. "Well, not so much good, as intense, exciting,
sexy."

She placed her lips back in Rachel's folds and sucked on the sweet fruit.
Then she pulled back a little to take a closer look at the prize before
her.  Surprised by the pause, Rachel looked down, and Kimberly looked up
and smiled, her lips shiny-slick with pussy.  For Rachel, the sight of that
sweet young face between her legs, her mouth covered with sex fluids, was
unbelievably sexy. She couldn't help but react, pulling her legs up and
out, giving Kimberly complete access to her private parts. "Oh Kimberly!",
she moaned, "Do it, please, Oh God, do it! Eat me now."

If Kimberly needed any encouragement (and she didn't), this open display
of lust was more than enough. With a little cry of her own, she leaned
forward again and began licking everything that Rachel had exposed. Using
her whole tongue, she roamed over Rachel's thighs and buttocks, licked
briefly between the cheeks of her ass, and finally took one long, slow
swipe up the center of Rachel's crotch, starting down at her anus and
ending on her very sensitive clitoris.

Rachel spread even wider now, doing anything to get more of that wonderful
tongue on her. Excited by the wide open sight before her, Kimberly pushed
her whole face into Rachel's open crevice. Kimberly's nose rubbed against
Rachel's clit and she felt the warm wet cuntlips press against her cheeks.
Trying to get even further inside this sexy place, she thrust her tongue as
deep as possible into Rachel's pussy. The vaginal walls spasmed around her
tongue and more thick fluid dropped onto it. Then, remembering what Rachel
had done, she reached underneath her buttocks and found her tender asshole.
As it easily opened, she slipped one long finger all the way up Rachel's
ass, as she tongue-fucked her and rubbed her clit with her nose.

Rachel's hand reached for Kim's head, pulling her face farther into her
hot cunt as she came. "OOHHhhhh, baby, baby, baby!  SO GOOD!  Oh Kimberly!
OHHHHH!" Kim's head bobbed up and down with Rachel's wild bucking, until
finally the orgasm subsided. Gently removing her finger from Rachel's
asshole, Kim continued to lick her pussy until Rachel had to push her away.
"Too much right now, hon", she said.

Suddenly, Kimberly realized how late it was. She had missed dinner! Her
parents would be worried, maybe even out looking for her. Apologizing to
Rachel, she quickly gathered up her clothes and threw them on. Rachel gave
her a washcloth to wipe her face and finger clean of any evidence of their
tryst, and with a good-bye kiss from her new lover, she sped out the door
on her way home.

On her way home, Kimberly thought back about the experience. It was by far
the best sex she had ever had in her life. And while boys could still be
fun, she knew that she had answered one question for herself: This was not
idle curiosity or a passing fancy. She was already thinking about her next
encounter with Rachel, and wondered what other women in town might provide
new adventures.

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From: karensoh@aol.com (KARENS OH)
Subject: NEW: Picket Fences Part 3
Date: 1997/09/04
Message-ID: <19970904051601.BAA27263@ladder01.news.aol.com>#1/6
X-Admin: news@aol.com
SnewsLanguage: English
Organization: AOL http://www.aol.com
Newsgroups: alt.sex.stories

It's been a long time, but here's a new chapter in the Kimberly stories.
I'll report the first two parts for those that missed them.    -- Karen

---------------------------------------------------------
Warning:
 The material that follows is adult in nature, containing
graphic sex descriptions.  If you are not over 18, or if such
material is offensive to you, stop here and move on to another
story.
-----------------------------------------------------------

This is the third part of a story is based on the TV show
Picket Fences. I got the idea from an episode where Kimberly,
the 18-year old daughter of the main family in the show, has
a brief flirtation with her best friend, Lisa Fenn.

I was always disappointed that nothing more came of this, though
of course I knew it couldn't on network TV. So I decided to write
my own follow-up story.

Here it is.

*************************************************************
If you like the story, please let me know via e-mail. And if
you have any similar stories to share, please send them to me.
*************************************************************

Karen

------------------------------------------------------------

PART 3

As she saw Kimberly approach, Rachel's first impulse was to flee. An
unfamiliar panic gripped her as the pretty, young woman neared. She had
been both anticipating and dreading this for several weeks, ever since she
and Kimberly had last discussed their "relationship". Oh sure, they had
both agreed that there could not be anything serious between them - both
realized that their age difference and circumstances precluded that. But
somehow, Rachel let Kimberly talk her into the possibility that an
occasional dalliance would be fine for both of them. Rachel knew it was
trouble, but Kimberly's calm logic, fueled by the torrid memory of their
first encounter,  let her libido overcome her good sense.  In the weeks
since, her mind had drifted often to thoughts of Kimberly's lovely face and
 body,  and of the enthusiasm she displayed during lovemaking.
Rachel had the same mixed feelings now as Kimberly approached. She knew
that she should avoid another sexual encounter, but she could already feel
her juices stirring from Kimberly's warm, inviting smile.
"Hi," was Kim's simple greeting.
"Hello, Kim". Rachel smiled brightly, despite her trepidation. She could
feel her desire building.
"I haven't seen you in a while, Rachel," Kimberly said. . "...Can we
change that?"
"My god," Rachel thought, "assertive as always." Incredibly, she heard
herself respond, "Yes, that would be nice", blushing as if she were the
schoolgirl, rather than Kimberly. "When...when do you think we could?"
"Well," Kim replied, "tomorrow afternoon would be good. That is," she
continued with a mischievous grin, "if you don't mind spending Sunday
afternoon in bed."
"Kimberly!", Rachel exclaimed quietly. "Be discreet." She couldn't believe
the girl's self-confidence.
"I'm sorry, Rachel," Kimberly laughed. Then, touching Rachel's hip as she
turned to go, she added, "But I guarantee you won't mind. It's going to be
wonderful, just wonderful."
Rachel could feel the tingle of arousal and cursed her own weakness as she
watched Kim go.
Kim was right, of course. The next day was wonderful. Neither Rachel's
memory nor her fantasies did justice to the exquisite feeling of sharing
her bed with this sweet woman/child. Kimberly had a rare combination of
innocence and knowledge that was difficult to match.  As in their first
encounter, it took just a short time for Rachel's lust to overcome her
concerns. She virtually pounced on Kimberly, much to the young woman's delight.
This time, however, Kimberly herself was much more aggressive. No longer
the novice, her hands roamed eagerly over Rachel's supple curves. The warm
softness of Rachel's body felt so good as she pressed against her. Kimberly
became more and more aroused, anticipating all the wonderful things they
were going to do to each other. Giving in to her own desires, Rachel
allowed herself to thoroughly enjoy the feeling of Kimberly's lithe frame
in her arms. Her hands held her waist, narrow and perfect, the soft swell
of her hips drawing them down with the promise of warm pleasures to come.
Pacing herself, Rachel brought her hands to the delicate lines of
Kimberly's neck, holding that lovely face as she kissed her with increasing
passion.
Rachel was hooked, and they both knew it. Regardless of any guilt or fears
that she had, she would never be able to resist Kimberly's advances. The
memory and anticipation of that tender, young flesh, the remarkable
boldness of those lips and tongue, were too much for her.  Whenever
Kimberly wanted her, Rachel would be there.
Kimberly's expression was changed now, her usual calm replaced by intense
arousal, her cheeks drawn in slightly as she surrendered to the hot
feelings inside her. Rachel's lips were ravishing her own, her tongue
working feverishly inside the heat of Kim's mouth. The effect on Kimberly
was intense. Seeing Rachel losing control, knowing that she caused it, only
increased her desire for the older woman. She felt a deep heat between her
legs as her hands moved firmly over the cheeks of Rachel's ass.
Frantic hands moved to unbutton, to unzip, to uncover the feminine charms
that they both now desperately  needed. Quickly discarding their clothing,
they dropped to the floor in each others arms. No time for the bedroom now
- nothing would delay their pleasure. Rachel's right hand moved immediately
between Kimberly's parted thighs, delighting in the soft mound it found
there. A greedy finger pushed forward to be drenched by the sopping heat of
Kimberly's pussy. With a trembling moan, Kimberly moved her leg over
Rachel's, forcing the welcome intruder further inside her.  Uttering her
own groan of lust, Rachel dug her teeth into Kimberly's smooth neck as she
dug two more fingers in the girl's dripping hole.  Kimberly's hands moved
eagerly to one of her favorite spots - the soft mounds on Rachel's chest.
For three hours they went on, relieving themselves of all their
self-imposed tensions. After the initial rush of passion, Rachel showed
Kimberly the joys of an experienced woman, treating her to an long session
of slow, erotic love. This time Rachel used her mouth, as well as her
fingers to bring the girl to a series of shuddering orgasms, unlike any she
had had before. She did everything, savoring the feel, the taste, the total
experience of Kimberly's young body, until Kim herself begged to return the
favors. Then Kim once again felt the joy of making Rachel come, burying her
face between those soft, sexy thighs, her tongue deep inside, relishing the
taste of Rachel's abundant fluids.  For Kimberly, it was the best sex yet.
Yes, Kim had to admit, as she walked to school the next day, sex with
Rachel was terribly exciting. Thinking back on all the naughty things they
had done, Kimberly felt a familiar twinge between her legs.
"Control yourself, Kimber, " she thought as she tried to chase the images
from her mind. "You don't need wet panties during English today."
But Kimberly knew that English class was destined to be a struggle anyway,
for that was the one class that she shared with her best friend, Lisa Fenn.
If they were still best friends, that is. Kimberly wasn't sure. Since their
infamous kiss and Lisa's confession that she felt attracted to Kim, there
was a definite strain on their relationship. Kimberly felt bad about that,
not just because she missed Lisa, but because she had lied to Lisa about
her own feelings. She had panicked about returning Lisa's feelings, and she
just couldn't overcome it at the time. Now that she had admitted to herself
that she liked girls, however, things were very different. She desperately
wanted to renew their relationship and to take it to the next level.
In fact, Lisa was the subject of her most frequent masturbation fantasies.
She thought that Lisa would still welcome a romantic relationship with her.
The only question was how to initiate it. Kimberly didn't sit near Lisa in
class, but as she entered the classroom, she caught her eye and smiled,
trying to tell Lisa with a look that their relationship was back on track.
Lisa returned the smile, a little weakly, and Kim couldn't hide her
disappointment. But then Lisa, sensing Kim's feelings, perked up and smiled
brightly. Kim mouthed the words, "Let's talk", and Lisa again smiled and
nodded.
English was one of Kim's favorite classes, but she was oblivious for the
rest of the lesson. All she could think of was talking to Lisa after class.
She caught her just outside the door.
"Lisa, we need to talk. I have some things to tell you," she said.
"OK," Lisa responded, a little hesitant. "Why don't we walk home today. Is
that all right?"
"Sure," Kimberly said. "I'll meet you out front after school."
Lisa was pleased. She had missed their friendship, too, even if it could
go no further. She knew she would continue to struggle with her feelings
around Kim, but she still wanted to be with her. She smiled warmly and
said, "See you then."
On the way home, the girls chatted lightly, catching up on each other's
recent activities. Of course, Kimberly held some things back - she
certainly wasn't ready to tell Lisa about her encounters with Rachel and
Max - but they still had plenty to share. Finally, Kimberly broached the
subject.
"You know Lisa, I've really missed you the past few months," she said.
Lisa smiled that glowing smile of hers, but there was a touch of sadness
peeking behind it. "I know. I've missed you, too," she said. "I just didn't
think you were really comfortable around me after, well, you know..."
"I know," Kim said with chagrin, "and, really, I was a little
uncomfortable. I got a little scared, but I want you to know that .... I
was wrong .... about a lot of things." Kim looked intently at Lisa as she
said this, trying to convey the full meaning of what she was saying.
Lisa smiled, with a slight touch of nervousness that showed she sensed
some part of Kim's implication. It was a look Kim had seen many times
before, a cute vulnerability that made Lisa very desirable to her. She had
the urge to lean over and kiss her, but of course, she held back.
At they place where their paths parted, Kim continued, "I was thinking we
should spend some time together, to catch up, you know? I'd like to regain
the closeness we had." Again, Kim's eyes searched Lisa's, hoping she caught
the extra meaning of her words, hoping she'd be pleased.
"I'd like that," Lisa said, again displaying the subtle apprehension that
made Kimberly want to ravish her right there on the street.
"Well," Kimberly continued, "my family is going to Chicago this weekend. I
told them I'd rather not go -  my brothers can have more fun, anyway. So
maybe you could spend the night Friday?"
"Yeah, that'd be good," Lisa said, trying to hold back a blush.
"Maybe Saturday, too," she added with an coy grin.
Kim smiled slyly back, amused at the little game they were both playing.
"Yeah, maybe so," she said, and continued on her way. As she moved toward
home, Kim wondered how much of Lisa's reactions were real, how much were
Lisa's own little game-playing, and how much were wishful thinking on her
part. "Well, we'll find out soon enough," she thought, but despite herself,
her mind was flooded with images of she and Lisa, naked, sharing the
rapture of sexual adventures.
The rest of the week was difficult day for Kimberly. A good student, she
was usually an active participant in classes, but she just couldn't
concentrate. Lisa's face intruded on her thoughts, first with that cute,
playful smile, then transformed as  Kimberly imagined her rocked by a
violent orgasm, then, wanton with desire, pressed between Kim's open
thighs. Kimberly longed to see those looks, over and over as they pleasured
each other.
And Friday, she would.
Lisa arrived early at Kimberly's house that night, and the family had not
left yet. It took a real effort for Kim to act casual. In fact, every
minute that the family remained seemed like an hour to Kim. The sooner the
were gone, the sooner she could start to work on Lisa! Finally, they were
off, as Kim put on her best smile for their departure.
Lisa, however, had mixed feelings as they left. For the past four days,
she had been thinking about this moment. She seldom masturbated, but
several times this week, she had found herself thinking about making love
to Kimberly, and couldn't keep from playing with herself. Despite this and
the fact that she had originally pursued Kim, now that she was confronted
with the reality of being here, she felt very nervous. Was she really going
to make love to another girl? Could she do it? Would she like it? Worse
still, had she misunderstood Kim's intentions? Perhaps  she was just hoping
that Kim was coming on to her, and Kim would be more upset than the last time.
Kim noticed that Lisa was acting a little strange. Probably just nerves,
she told herself. Or was it? She decided to be cautious. "So, what should
we do?" she asked innocently.
"Oh...," Lisa replied, "let's just watch TV for a while."
Television was pretty lame (as usual, Kim thought), but the conversation
was pleasant. They really hadn't talked much since they "broke up", so it
was nice to catch up. Eventually, though, there was a lull - a rather
uncomfortable lull - in the conversation. Both girls knew that they were
avoiding the obvious questions. True to form, Kimberly took the initiative...
"You know, Lisa," she started, "I'm really sorry that I've been avoiding
you lately. You're really the most important person in the world to me."
"Oh Kim, that's really good to hear," Lisa said, "because I feel the same
way about you."
"It's just that, when you said you thought you were in love with me, it
really scared me. ...... But I wasn't being honest about that."
Lisa just looked at Kim, weighing the words in her mind. She was afraid to
say anything, really. She could feel herself becoming excited as the
possibility of making love to her friend came closer to reality.
"Do you know what I mean?" Kim continued.
"Uh huh," was all that Lisa could say in response.
The two girls just looked at each other for a long time, each waiting for
some hint from the other. There was a noticeable change in their breathing.
Finally Kim said earnestly, "Oh, Lisa, I want to make love to you!"
Lisa said nothing. But in a flash, she closed the short distance between
them and covered Kim's lips with her own. A soft, animal sound emerged from
her, into Kimberly's open mouth. Suddenly, both girls were in a frenzy as
their pent-up feelings were released. Lisa pushed Kimberly back into the
sofa cushions, covering her warm body with her own, never breaking their
kiss. Kimberly's arms surrounded her as they both held on tight. Their lips
played together wetly, their tongues exploring each other until they were
both frantic with desire.
Kim reluctantly broke the kiss, panting, "Let's go to my room!"
Lisa response was a small cry and another hot, sexy kiss. Then she grabbed
Kimberly's hand and almost pulled her up the steps. As they reached Kim's
room, Lisa breathed, "Oh god, I want you so bad!"
Kimberly had regained some of her composure now, and wanted to stretch
this out, to prolong the foreplay. She smiled and said, "Let's strip for
each other. You first."
Lisa liked the suggestion. She enjoyed being a tease, and doing this for
Kim would be soooo much fun. As Kim sat on the bed, Lisa began to slowly
unbutton her blouse, revealing the lacy white bra beneath. Under Kim's rapt
gaze, she first removed that garment, then popped the button on her jeans.
Rotating her hips to an unheard rumba, Lisa eased her pants down her legs,
until she could step out, naked except for her underwear.
Kimberly was entranced by the sight before her. This was even better than
she had imagined. As Lisa unhooked and dropped her bra, Kim feasted her
eyes on her friend's lovely, pink breasts.
"Oh, Lisa," she moaned, moving her hand down inside her own pants, making
sure that Lisa saw where it went.
Lisa loved it. Seeing Kim play with herself, knowing that it was her body
that inspired her, was highly erotic. Going for more, Lisa lowered her
panties just enough to show Kim the top of her bronze bush, then turned and
waved her butt in Kimberly's face. Kim watched the panties slowly drop to
reveal the crack of Lisa's ass, until finally they were off. With a final
dramatic flair, Lisa turned around, then placed her right foot on the bed,
confronting her very horny friend with a close-up view of her open pussy.
Kim almost lost it. Lisa's perfect thighs seemed irresistible, and her
pink, wet opening was so close to Kim's mouth that she could almost taste
it. Kimberly worked her fingers frantically inside her pants as her other
hand reached out to caress the  peaches and cream of Lisa's body. Trying to
hold back, she couldn't resist touching the soft breasts just inches in
front of her. Luckily, Lisa was just as excited, and in no mood to be
further teased.
"Just get your clothes off, Kim. I can't wait anymore!"
Both of them tore at Kimberly's clothes, pulling t off her as quickly as
possible. Finally, she was as naked as her blonde friend, who stared
intently now at the delicious sight before her. Kim's hand rose to touch
Lisa's cheek, and Lisa caught the faint aroma of  pussy on her fingers. A
short cry escaped her lips as they once again joined in a deep, passionate
kiss.
Lisa lay on top of Kimberly, enjoying the feel of Kim's soft breasts
against her own. Kim grabbed Lisa's buttocks and wrapped her legs around
her waist, so that Lisa felt totally immersed in the soft warmth of
Kimberly's body.  Lisa was moaning loudly now, absorbed in the experience
of what she had long wanted. Moving her head moved down Kimberly's chest,
she took one tan nipple between her lips, sucking it gently erect. She felt
Kim's hands on her head as she moved to the other breast for the same
treatment. The Kim rolled slightly to her side and pushed her thigh between
Lisa's legs. Each girl rode the other as they kissed and fondled.
Kimberly's hand found its way between Lisa's parted thighs. Barely
touching, teasing, she felt the sticky warmth and gentle folds of Lisa's
honeypot. She moved her fingers lightly over the outside, making her friend
 hump them, yearning for more. Lisa followed suit, thrilled by her first
feel of Kimberly's gooey quim. Less composed than Kimberly, she couldn't
resist pushing a finger inside, then another, reaching deep into the heat
of her friend's vagina.
A few minutes of this was all Lisa could stand. For months she'd been
dreaming of this, and now here she was. After another quick suck on
Kimberly's nipples, she gasped, "Oh Kim, I want to do it to you. Please,
can I do it?"
Kimberly had thought about taking charge, but Lisa's obvious desire
changed her mind. Placing her hands on Lisa's shoulders, she nudged her
down between her legs. Then, positioning  her feet up near her bottom, she
spread her legs and whispered, "Here.... do it." Then she slowly flexed and
relaxed her buttocks, pushing her prize lewdly toward Lisa's face.
Lisa gazed at that luscious spot between Kimberly's widespread legs. She
looked up at Kim, that back at her pussy, making herself hornier by the
second. Finally she, moaned again and said, "Oh, Kim, I can't believe it.
I'm going to eat you out. I'm going to eat your beautiful pussy. Oh
yeah....ohhhh", and then dove forward to place a wet kiss on the center of
Kimberly's cunt. As she felt the sticky wetness on her lips, Lisa became
even more aroused. She began a deep frenching of Kim's vagina, rolling her
tongue inside, then slurping over the pink flesh on the outside. She felt
Kim's hips move against her mouth, then looked up to see her head thrown
back in passion, her mouth open in a silent scream of pleasure.
Kimberly closed her eyes to concentrate on the pleasure her friend was
giving her. Lisa's tongue was wonderful. She may not have done this before,
but she had obviously thought about it a lot, for she was touching all the
right places in just the right way. The fact that she thoroughly enjoyed
what she was doing only added to Kim's excitement. Kim had hoped that Lisa
would go down on her, and it was clear now that the pretty blonde was quite
willing to do it all night. Looking down at her friend, Kimberly thrilled
to the sight of the cute face between her legs. Lisa opened her eyes
briefly and while her mouth was hidden, it was clear to Kim that she was
smiling. Kim felt the initial tremors of orgasm beginning, and reached down
to pull Lisa's Head deeper into her crotch. "I'm going to come, Lisa! Do
you want it? Make me come!"
Lisa mumbled something into Kimberly's wet folds and enthusiastically
nodded her head. She reached up to fondle Kim's breasts as the dark-haired
girl erupted. "Oh Lisa!" Kim cried, "Eat me...eat me....oh god..EAT ME!!!!"
Kim's legs splayed wider and her hips bucked wildly as the waves poured
through her. Lisa did her best to keep her tongue working as she felt an
extra gush of fluid coat her face. The orgasm went on for a long time, with
each girl loving from her own perspective.
As her peak receded, Kimberly pulled Lisa up to her for a long, loving
kiss. She kissed Lisa's face, tasting her own fluids that coated her lips
and chin. Then she rolled her over, eager to give as much as she had
received. Her eyes went first to Lisa's lovely breasts - all softness and
white, the tiny blue veins just showing through the translucent skin. Her
nipples were pink and hard, with little goosebumps of excitement dotting
them. Kimberly couldn't resist taking one and then the other into her
mouth. She stayed on them  long time, savoring the feel of the firm but
gentle flesh, caressing it with her sensitive tongue. Lisa uttered a
delightful moan and ran her fingers through the Kimberly's' dark tresses.
Now Kim was ready for the main course. Slowly, so slowly, she began to
move down Lisa soft, flat stomach. Her tongue found the hollow of her navel
and played there until Lisa squirmed for more. Kim moved down further
still, until her lips played in the furry patch between Lisa's legs. Lisa
said nothing, but Kim could tell she was going crazy with lust. Her hips
humped back and forth, trying unsuccessfully to bring Kim's lips into
contact with her needy genitals. Kim enjoyed this, teasing her friend just
the way she had teased her earlier. She blew gently on Lisa's wet lips,
until Lisa groaned with frustration and desire.
Finally Kim relented. Pushing Lisa's legs up and wide apart, she opened
her mouth wide and took in her entire pubic area. She sucked and tongued at
the same time, bringing an even louder  moan from her delicious companion.
Kimberly looked up at a sight that totally enflamed her. She had always
thought Lisa to be extra, extra feminine, the quintessential pretty girl.
Her hair was strawberry blonde, her skin perfect, so pink and white,  like
peaches and cream. And now Kim was eating her, sucking on her wet pussy as
she would a juicy peach. She reached up to feel those lovely breasts and
thrust her tongue in as far as she could.
Lisa whimpered softly as Kim's mouth worked on the tender morsel before
her. Kim made other sounds, a kind of rhythmic "mmmm" as she licked and
sucked. Now she paused, moving back slightly to look at the pink, wet
wonder of Lisa's pussy. Looking down, she saw the tiny ring of Lisa's
asshole. She knew she had to do it.
Not wanting to expose her hand, Kim started kissing the insides of Lisa's
thighs. Lisa was still at a fever pitch, which this maintained without
increasing. Then Kim kissed lower, placing little kisses on the tops of
Lisa's cheeks, then licking tiny circles over the center of each one.
Pushing Lisa's legs back a little more, Kimberly moved forward and placed a
soft kiss right on the pink circle of Lisa's anus. An almost imperceptible
"Oh!" escaped Lisa's lips. But as Kim proceeded to run her firm, wet tongue
over the surface of the little rosebud, Lisa emitted a long, loud groan of
unmistakable passion. No one had ever done this to Lisa before, and the
feeling was unbelievable. Her hand reached down to keep Kimberly from
leaving that wonderful spot, but Kim had no intention of moving. She gave
Lisa's asshole a long, loving tongue-bath, pushing inside, pausing
occasionally, then starting anew, to be rewarded with another series of
loud, passionate groans. Finally, she moved back to Lisa's very ready pussy
to finish her off. Having seen Lisa's reaction to her tongue, Kimberly gave
her one of her own favorite treats, jamming her middle finger deep into her
ass just as she was about to come.
The girls spent the rest of the night exploring each others bodies, trying
out all the things they'd thought of by themselves. Lisa really did enjoy
eating Kimberly, and Kim was more than willing to give her all she wanted,
including a taste of her oh so sensitive asshole.
It was definitely the beginning of a new phase of their friendship.

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