Judy and Marcie quickly became friends when Marcie moved in next door close to a year ago. They were both single and without any amorous attachments. Aside from that, they were entirely different women.

Judy was a rather tiny woman at 5'2”, 38 years old with blonde hair and a voluptuous figure. She was a shy, demurring sort with a high soprano voice. Marcie on the other hand was 25, stood 5'9” and was a very curvy cute redhead. She had an impish personality and a spoke in a throat, smoky contralot. Both enjoyed the other's company but each had their own reluctance to be more than just friends.

Marcie preferred the company of other women rather than men, but feared revealing this to Judy, who, as an older woman, might not understand her sexual tendencies. Judy on the other hand, had just as deep a desire for the young redhead but feared she would frighten her away should this become known. Both sheltered their inner lusts and unique sexual preferences to keep from scaring the other away. But simmering deep within, was a craving need to satisfy these urges; a need that would not be denied.

They met frequently at Judy's house – usually for a daily swim, and the blonde felt almost certain that Marcie felt much the same as her. From the way she'd talk - to her constant touching, the older woman found herself lost in those bright green eyes on many an occasion. Marcie too felt an affinity with the older woman, but chalked that up to her own infatuation with the buxom blonde goddess. Still, she always wore the skimpiest of bikinis – hoping that she might be able to seduce the older woman.

Finally came the day when Judy could stand the frustration no longer. If she was to draw Marcie to her, she'd need to set a trap – and use herself as bait ! Either the younger woman would take the bait or refuse; preserving both of their dignities without offending. So it was that Judy decided to dress in clothing that suited (or barely suited) her buxom figure. Still quivering at what she was about to attempt, Judy donned a lime green vinyl outfit composed of a laced up tube top that barely contained her 44DD's and a matching pair of shorts that almost covered her pert buns ! She slipped her feet into a pair of backless sneakers and shivered with delight at the sexy image she saw in her full length mirror.

Hands shaking with fearful anticipation, Judy called Marcie and invited her over for a swim.

“That'll be great ! I'll be over at about 1 O'clock hon !” Marcie replied with sexy hint in her voice. That voice alone sent shivers up and down Judy's spine. Quickly, she gathered the items she'd need and headed towards the basement. She'd wait until 12:45 to bait her little “trap”.

Marcie quivered in her own right; anxious to spend some time with the woman with whom she'd become so enamored. Literally ripping off T-shirt and cut-offs, the leggy redhead dug through her chest of drawers for that “one” bikini. French-cut, it did little to hide her firm 38C breasts and even less to cover her almost completely shaved mound ! She felt so absolutely wicked that she giggled and blushed. Her nipples were already getting hard and showed easily through her thin bikini top ! She hugged herself and thought wicked thoughts about her neighbor, Judy.

At precisely 1 O'clock, she wrapped a towel around her waist, slid on her flip-flops and made her way across the yard to Judy's house.

As was usually the case, Marcie knocked only preemptively and entered through the open door. “Hey Judy !” she called.

From far away she heard a muted “Down here !”. Puzzled Marcie kicked off her flip flops, dropped her towel and followed the sound towards the basement stairs. Padding downwards, she giggled with wicked surprise at the sight before her.

Kneeling on an old mattress, hands cuffed around a steel support pole, she saw Judy in a very sexy vinyl outfit !

“Well, what have we here ?” she cooed in her sexiest bedroom voice.

“Ummmm... gulp.... well.....” Judy stammered, blushing a furious shade of pink.

“And just how did you get into this situation ?” Marcie asked with glee. Inside, her heart was hammering a mile a minute! Here was her dream desire laid before her as if she'd planned it !

“Well ... I kind of locked my hands into the cuffs..... just to see what it was like you understand, but I forgot that the keys are in one of my pockets.” Judy was still blushing furiously and her heart was pounding near as hard as Marcie's.

Marcie wasted a few precious moments savoring the look of her very buxom neighbor in a skin tight vinyl outfit that did little to hide every curve of the sexy older woman's body.

“Can you dig out the keys for me ?” Judy asked in a subdued sultry voice.

Giggling, Marcie knelt down behind her blonde neighbor, straddling her legs and planting her own shapely buns on Judy's calves. “Let's see if I can dig them out !” she giggled as she snaked her arms around Judy's torso.

Judy's shorts were SKIN tight and Marcie had a great time slithering her slim fingers into each of Judy's front pockets.

“NEEEEEEEEEEHEHEHEHEEEEEEEE!!!! MARCEEEEEEEEEE!!!!!!!!” Judy squealed with laughter as she wriggled violently !

“Ooooooo !!! What's the matter Judy ?” Marcie teased.

“Ticklish !!! EEEEEHEHEHEHEEEEEEEEEEE TICKLISH!!!!!!”

Marcie felt a pulse of pure joy explode through her body ! Her love desire was TICKLISH! How could anyone know of her tickling fetish and how much it excited her !

“Oh My !” she teased, “...is Little Judy ticklish here ?” she asked as she snaked her long nails up and down Judy's exposed tummy.

“YAAAAHAHAHAHAHAHAAAAAAAAAA STAAAAAHAHAHAAAAAP ! YESSSSSSS !!!!!” Judy squealed as she rocked her body back and forth.

Marcie was quickly tumbling into the ravages of tickle-lust as Judy gasped out her laughter.

“OHGOD !!! OHGOD !!! You don't know.... you don't know....” Judy giggled.

“What don't I know Judy ?” Marcie cooed in her sexiest voice. “And why are you all handcuffed and helpless like this ?” she teased.

“I teeeheheheheeeeeee can't....tell you”. Judy giggled. “You'll think I'm weird !”

“Well then,” Marcie breathed sexily into her ear, “... I'll guess I'll just have to keep tickling you until I find out !”

With that the leggy redhead plopped her torso across Judy's calves and contemplated the backless sneakers that lay before her.

“(snicker) What are you doing ? Marcie !!!”

Marcie started tugging at Judy's sneakers, easily pulling them off of her bare feet.

“OH NO !!! DON'T YOU EVEN THINK ABOUT....OH GOD MARCIE NO !!!!!”

“What's the matter Judy ? Feet ticklish too ?” she teased.

Judy started giggling helplesslly long before Marcie's long nails went to work. The redhead was astounded at the beauty of the blonde's size 5 feet. They were so soft, tender and chubby, they literally BEGGED to be tickled ! The first flick of her nails against those tender bare soles had Judy cackling hysterically and violently trying to wiggle her bare feet away from Marcie's tickling !

“NYAAAAAAHAHAHAHAHAAAAAA !!!! STAAAAHAHAHAHAAAAAAP!!!!”

Judy squealed like a little girl as Marcie fiendishly tickled her very tender bare feet. She traced her nails along every little wrinkle and drew lazy circles around her chubby little heels. For 10 minutes the wicked redhead tickled her blonde neighbor into hysterical apoplexy; until tears were running from her eyes and she was gasping desperately for breath. A stiff turkey feather just “happened” to be laying next to the mattress, and Marcie put it to wicked use; drawing the quill across Judy's pink soles and snaking the fronds in between her very ticklish toes. Finally, giving her a chance to breathe, she slithered upwards and wrapped her arms around her cackling neighbor.

Glancing down, Marcie saw the rigid points of Judy's nipples; clearly outlined as they pushed against the skin tight vinyl.

Darting her feather into Judy's exposed armpits, Marcie teased her in a sexy, bedroom voice. “Ummmmm !!!! Now I know what you wouldn't tell me !!! Being tickled like this turns you on, doesn’t it ?” she cooed.

Judy could only frantically nod her head up and down as her giggling continued.

“I LIKE that !” she purred. “And I don't think that's weird at all cause I get so freaking HOT tickling a sexy older woman into a helpless little girl !” With that, Marcie stood and walked in front of the helpless blonde. Tenderly wiping stray strands of hair away from her face and drying her tears of laughter, the redhead waited until Judy's eyes had cleared before she continued. All sense of pretense was gone now as each realized the ruse had ended and that they both had a steaming desire to play with each other.

Once she was sure Judy could see her clearly, Marcie reached behind her back and untied the string of her bikini top ! Her own firm breasts were sporting very hard nipples of their own and it was obvious the younger woman was quite excited ! Letting it fall to the ground, she did the same with her bottoms, until she stood quite nude before her captive neighbor and teasingly exposed her carefully trimmed mound – with a heart shaped patch of fiery red curls sitting right at the top !

“It looks like BOTH of us are going to have a LOT of fun today !” she teased as she traced her feather across Judy's outstretched arms ! The blonde shivered with delight ! Marcie slithered up against her captive lover and turned her head to face hers. With unabashed ardor, she deeply french kissed her friend causing her to squirm seductively in her grasp.

It was a good thing that Judy was kneeling as her knees would have buckled from the sensuous kiss that Marcie lovingly gave her ! She shuddered in helpless ecstasy as her dream of fantasy was coming true !

Marcie nuzzled and nibbled Judy's ear as she broke the kiss and in her throaty voice, teased her new lover. “I am SOOO gonna tickle you love !”

Marcie retrieved her feather and contemplated Judy's heaving bosom. “Hmmm I wonder it these pretty boobs of yours are ticklish ?” she taunted.

Judy started giggling like a silly girl when Marcie danced the tip of her feather across the tops of her pronounced cleavage. !

“Noooohohoohahahahaaaaaaa !!!! MARCIEEEEEEEEEE!!!! Not my BOOOhooohohohahahahahaaaaaaaaa !!!!!” Judy writhed and wriggled which only made Marcie grin as her large breasts jiggled back and forth under the restrictions of the all too tight vinyl tube top.

Giggling wickedly, Marcie snagged the end of the knotted lace that held the straining tube top together and said “Geeeee, I wonder what would happen if I tugged on this ?” Slowly, she pulled at the lace and untied the knot. The more she tickled Judy's huge breasts, the more they jiggled back and forth; loosening the string that held her tube top together. Soon the tube top was battered aside by her beautifully large breasts and it fell down across her calves.

“Oooopsie !!!! Guess ya wont need this anymore !” Marcie giggled as she threw the blonde's tube top across the room. She licked her lips at the sight of Judy's huge breasts. Stark white bikini lines contrasted with her deep brown tan, telling Marcie that Judy never sunbathed in the nude. “I'll soon fix that !” Marcie giggle to herself.

“MY !” she exclaimed, “...those are some huge gorgeous nipples ! I'll bet they're REALLY ticklish, aren't they ?”

Judy was losing it with her constant tickle talk and she knew how thunderingly hard her large nipples had become. With giggling squeals she gyrated her hips enthusiastically as Marcie slowly dragged her stiff feather across her extremely tender nipples ! The little vixen had already stoked the fires of her lust and was now fanning them into a white hot fire of unstoppable ecstasy ! Within moments, she knew she would lose control and explode in a searing display of orgasmic delight !

Just as she was about to cum, Marcie dropped her feather and severly tickled her exposed ribs and tender tummy with her long, sharp nails !

“BWAAAAHAHAHAHAAAAAEEEEEEEEEEEEEEEEEEEEE !!!!!!!!!” Judy squealed for a few seconds before she lapsed into silent, unstoppable laughter ! The orgasm she had so long awaited had been fiendishly rib-tickled away from her and although she was just at the brink, she was a helpless slave to the uncontrollable laughter that tore from her throat!

Marcie tickle tortured her lover's ribs for a full 10 minutes until she was desperately gasping for breath. Only then did she stop, and lean in to nibble her ear lobes once more.

“Ooooo ! You thought you were gonna get to cum, didncha ?” she teased. “Nunh..uhhh !!!! Not right now love, there's far more tickle torture to do before that happens !”

Judy nearly whimpered in anguish between her helpless giggles. To be brought so close to heaven – only to have it yanked away from her was truly diabolical ! Her young lover was truly a master at tickle torture and she was helplessly bound before the fiendish redhead.

“I wonder where else we might tickle your sexy little body ?” Marcie asked as she teasingly trailed her long fingernails down Judy's quivering tummy. Judy giggled helplessly as Marcie swirled her nails closer and closer to her navel.

“TEEEHEHEHEEEEEEEEEE !!!!!MARCIEEEEEEEEE!!!! DON'T TICKLE MY BELLY BUHAHAHAHAHAAAAAAAAAAAAAAAAAAAAAA !!!!!” Judy erupted in cackling laughter as Marcie slithered a long fingernail into her cute little belly button and started tickling her like mad !

All Judy could do was laugh and writhe helplessly ! Yet Marcie was busy with her other hand as well. Easily, she unsnapped the blonde's sexy shorts and tugged the zipper down. Now that her tight shorts were laying open, Judy's lower tummy felt the kiss of the redhead's long tickling fingernails ! She slithered them in against the very tender skin and giggled in Judy's ear.

“Why naughty little Judy ! You're not wearing any panties are you ? Naughty girls need to be punished !” she giggled as her fingers found those incredibly ticklish spots just below the older woman's hips !

“NYAAAAAAAAAHAHAHAHAHAAAAAAAAA GAWWWWD NNAAAEEE EEEEEHEHEHEHEEEEEEEEEEE !” she squealed.

What was even worse for Judy was that the impish redhead's tickling fingers were so VERY close to her shaved mound which was ramping up once more towards an explosive orgasm !

The blonde's high pitched laughter went silent once more and Marcie used the opportunity to tug down Judy's very tight vinyl shorts. With wanton lust she gazed at her neighbor's pert little buns which were still bouncing from her laughter and writhing lewdly with her lust. Immediately, Judy began to spread her knees apart; hoping that Marcie would soon tickle her “there” !

Marcie would have none of that ! She wasn't done teasing yet ! Judy's shorts were just around her upper thighs, so Marcie used her knees to force Judy's back together again and zipped up her shorts and resnapped them ! Judy's thighs were now trapped together leaving her bald mound and bare buns helplessly exposed ! Again the contrast between stark white skin and sun-bronzed tan thrilled the young redhead.

Judy was literally whimpering as she realized her wicked neighbor had once again denied her the release she so desperately craved ! She wasn't sure how much more her rapidly pounding heart could stand ! Why this wicked little elf could quite possibly tickle her to death !

“You've got the CUTEST little butt !” Marcie teased as she retrieved her feather. “And I bet those little dimples are just as ticklish as the rest of you !” she breathed as she started dancing her feather across Judy's naked butt !

Judy was blubbering in her laughter by now. All semblance of sanity gone from her mind as she giggled as one gone quite mad ! Which, in fact, she nearly was ! Marcie had tickled and teased her like she'd never experienced before and denied her sexual relief when she MOST needed it ! Her loins were on fire and she felt she'd explode if her fiendish neighbor didn't finish her off soon !

Marcie let her lover's squealing giggles subside before she dropped her feather and snaked her arms once more around the lewdly writhing blonde. Lightly tickling the undersides of the smaller woman's incredibly large breasts, Marcie lovingly kissed her on the shoulder and breathed seductively into her ear “Why do you think they call it tickle TORTURE you helpless little girl ?”

Judy was weak and exhausted from the furious tickling that Judy had put her through and could barely hold her head up. Tears were dripping and streaming from her eyes as she lewdly writhed in a display that would put a seasoned stripper to shame !

Marcie retrieved her feather and laid down between the post and her captive; marveling at the sight of the blonde's huge breasts dangling enticingly above her. Those rigid nipples were begging for the kiss of her feather, but it was Judy's bald mound that received her full attention !

“What a pretty little pussy !” she cooed as she flicked her feather across Judy's painfully swollen nipples. “And so completely bald ! We'll have to shave you a little heart like mine later on.” Slowly, she traced the feather down Judy's trim tummy until she neared the older woman's obviously drenched mound.

“I bet that's pretty ticklish too, huh ?” she teased as she darted the tip of the feather up and down Judy's very bare and very ticklish hairless mound !

Judy gasped once, whimpered twice, and then began to giggle as she gyrated and humped towards the redhead's feather ! She felt she would surely explode if she didn't get some relief ! Her nipples were almost painfully swollen and she could feel her love juices running freely down her thighs !

“Cootchy cootchy coo!!!! Let's tickle that little cootchie !!!!” Marcie sang.

Judy was in heaven and absolute hell !!! She wanted to cum so badly it made her heart hurt ! But the tickling was so incredibly erotic that she never wanted it to stop ! Finally, her body started to shudder with the precursors to an orgasm she knew would tear her apart !

Marcie saw that Judy was ready to explode and stopped tickling her throbbing pussy. Kissing her deeply and kneading her very hard nipples, she nibbled her earlobes yet again. “You want to cum soooooo bad don't you love ??”

Judy whimpered, giggled and moaned; begging her with her big blue eyes to finish her off !


Marcie unsnapped and unzipped her vinyl shorts, then maneuvered her left knee under Judy's tummy- raising the tickle-crazed woman off of her knees. Swiftly, she peeled off the older woman's shorts, leaving her now completely naked. With Judy still laying across her knee, her huge breasts pointed to the floor and her pert buns were raised high into the air. She quickly spread her legs wide in invitation for Marcie to tickle here “there” !

Fiendishly, the redhead began tickling her rigid nipples, eliciting moaning giggles from the exhausted blonde. Then she tickle-stroked the backs and insides of her jiggling thighs-working back up to the edge of orgasm. Just when she knew Judy was about to explode, she easily slid two fingers deep within the helpless blonde – searching for Judy's “spot”!

Judy's head snapped up, her eyes grew as large as golf balls, and her mouth formed a large “O” of ecstasy – then the violent shuddering began !

Marcie felt Judy's muscles clamp down on her two fingers just as she found her lover's spot ! Then she showed Judy what true tickle torture was !

Judy squealed with joy and lewdly began humping against Marcie's hand as an extremely violent orgasm seized her body ! With each spasm, her body began to pump out her love juices until the last of the quivering began to subside.

“Nunh uh ! Don't think your getting' away with just ONE !” Marcie teased as she continued to tickle her inside while she massaged and kneaded her painfully hard nipples!

Like an electric shock, a second, more violent orgasm grabbed her body and shook it like a rag doll ! Her tiny feet were scrunched up and all Judy could manage was an explosive “OH GAWWWWD !!!!”

Marcie took ten minutes to drain her lover dry this time ! Judy was whimpering incoherently and barely managed to stay conscious. Her muscles felt like rubber and she was wheezing fitfully; trying to pull some oxygen into her lungs.

“Little Ticklish Judy is a WIMP” Marcie cooed. “Let's do ONE more !”

Judy was nearly insane from the pleasure the impish redhead had forced from her. She had her tickling fingers on EXACTLY the spot that could reduce the older blonde to a babbling little sex toy in seconds.

And now Marcie wriggled her fingers yet again while reaching up to tickle Judy's exposed armpits !

Judy howled with laughter and groaned lustily as she felt her muscles tighten – preparing to be ripped to shreds by yet another muscle-wrenching orgasm!

“NGGHHHHHEEEEEEEEEHEHEHEHEEEEE !!!!! MMMMMMMNNNNN!!!!!!!
HAHAHAAAAAAAAAA !!! NGGGGGMMMMMMMMMM !!!!”

Marcie had her working like a fire pump, filling her tickling hand with more and more of her love honey ! She could feel when the blonde's muscles clamped down on her fingers and that's when she'd tickle her spot even more furiously! Soon the squealing blonde's orgasms began to come in rapid-fire – one right after the other, as she experienced her first multiple orgasm !

Poor Judy was now quite delirious as she couldn't stop cumming into Marcie's hand ! All she could hoarsely choke out was “JEEEEEEEEZ CAN'T STOP....CAN'T STOOOPPPP !!!!”

Finally, the exquisitely torturous pleasure became too much for the very sweaty blonde, and with a final squealing gasp, she passed into unconsciousness across Marcie's knee !

Marcie looked on with ill concealed lust as she lowered a still quivering, passed out Judy to the mattress below.

“Now it's your turn to get me off !” she cooed fiendishly. She lifted the handcuff's chain off of the hook it was stuck on and lowered Judy's rubbery arms down. Then she pulled on the buxom woman's ankles until she was stretched out flat on her tummy on the mattress. Lovingly, she raised up Judy's left ankle and planted kiss after kiss on the blonde's tender bare sole.

She knew it would be some minutes before Judy roused herself back to the land of the living, so she went upstairs and made them both a pitcher of Long Island Iced Teas. Judy was still wheezing and jerkily shuddering when she returned. She poured each of them a very tall one (Judy's with a straw) and as she sipped her drink, she decided to play with Judy's bare feet until she came around.

Lovingly, she adored the older woman's VERY sexy bare feet and started tracing one long nail around every curve, wrinkle and in between each toe. Even in her unconscious state, Judy wriggled and jerked as her very ticklish bare foot was touched.

Finally, Judy woke to find herself giggling like a little girl as Marcie played with her helpless bare foot.

Marcie slithered her nude body up against Judy's and their eyes met ! Judy's were so full of admiration, love, and submission that Marcie felt her heart thump against her chest bone !

“OH GAWD!!!!” Judy gasped, “.... Marcie.... I've never..... ever felt.... something like that before in my life !”

They exchanged a long, soulful kiss before Marcie cooed into her ear “...that's because you haven't had me tickling you ! Now you must be parched... have a sip of tea !” she said as she maneuvered the straw to Judy's pouting lips.

Deeply, Judy drank half of the glass and then hiccupped and giggled ! “You didn't tell me it was Long Island Iced Tea !” she said as she inadvertantly hiccupped again.

“I figured you'd need something to relax you a bit, love !” Marcie breathed as she nibbled on her earlobe.

“I'll be so smashed, that you'll be able to get me to do anything !” she giggled huskily.

“Such was my intent !” she grinned showing Judy every one of her perfect, white teeth. “But for now, you've got me so horny and you'll have to do something about that !”

Judy was puzzled for a second as she was still handcuffed to the pole and so weak from her ordeal that she wouldn't really be able to anything to rocket her lover into ecstasy. But Marcie got up from the mattress and moved to straddle Judy's right leg – facing away from her. She raised her tiny bare foot and placed the pouting lips of her love right on Judy's bare heel !

“See how wet you've made me ?” she gasped in that smoky voice of hers.

Judy nearly began to swoon again as her tender bare heel was kissed by Marcie's obviously aroused mound.

“You need to do something about this !” she cooed as she started to lewdly gyrate her hips and brush her little heart-shaped curls up and down Judy's pink little foot !

Judy began to giggle and moan as those fiery red curls REALLY tickled when Marcie dragged them across her wrinkly arches. She curled her toes playfully, hoping to snare Marcie's little heart and tease her some more, but her bare foot was soon slippery slick with Marcie's passion. The blonde's own fires of desire were fanning up again and she wasn't sure which would cum first !

Marcie was so lost in the beauty of her lover's bare foot that she was caught by surprise when her loins exploded with a body-shuddering orgasm that left her helpless ! Faster and faster she scrubbed Judy's bare sole with her curly hairs as more and more of her love juices made it slide faster and faster – up and down her already over-heated mound ! Her squeals of pleasure drowned out Judy's hysterical cackling as she finally gave up the battle and gave all of her love to Judy's bare foot !

Finally, she slumped down, exhausted and pleased, and nuzzled back up to Judy.

“Are ya gonna undo my handcuffs now ?” Judy asked in a little girls voice.

“I dunno, are ya ready for round two ?”

Neighbors