Title: Second Base

Author: JiMC

    This story is copyright (c) 2001.  All rights are
reserved by the author, including that of publication.
Posting on-line is only allowed when permission is explicitly
granted by the author, and then only for the complete story,
including this disclaimer.  Contact the author at
<jimc-author at excite dot com> for more information,
referring to this story ("Second Base").  Permission for
posting on storiesonline.net and asstr.org is explicitly
granted.

    The following is a work of fiction (actually, "FANTASY").
In other words, this is a story that describes sexually
explicit situations in a fictional setting.  Any resemblance
to any person, living or dead, is purely coincidental, and if
so, I'd like to know more about it.

    Although the characters in this story are teenagers, the
target audience for this story is still adults, people over
the age of eighteen or the legal age for viewing this sort of
stuff in your area, with broad minds.  Admittedly, finding
such a mature audience is getting harder and harder to find.

    Despite the content of this story, I do not condone
blackmail, nor do I necessarily think that teenagers should
be engaging in the sort of sexual aerobics described herein.
Although the sexual acts portrayed are mostly "safe sex," do
not take this to mean that you can behave like this and still
not have to worry about AIDS or any other disease that will
make you sorry that you've ever engaged in any such antics.
So, please don't go trying this at home-stick to reading
stories instead.

    I do appreciate feedback, positive and negative.  Send
email to me at the above email address, and if your message
has a valid return address, I will try to respond to you.

* * *

    It was after eleven o'clock, past the time that Helen
should have gone to bed on a week night, but she had other
plans.  She managed to sneak out of the house, without
letting her parents realize that she wasn't still in bed,
sleeping.  She jogged quickly down the block to Matt's house,
where he was waiting near his car.

    When she got up to Matt, she gave him a quick kiss on the
lips, and he opened the door of the car for her like a
perfect gentleman.  He walked around to the driver's side of
the car, got in, an started it up.

    They made small talk on the way, gossiping about people
in class, mostly, although they were in different grades.
They quickly arrived at Doug's house.

    The party at Doug's house was mostly over now.  Helen was
still furious at her parents for not allowing her to attend.
Who did they think they were, anyway?

    Earlier that night, she sent an instant message to Doug,
telling him to call Matt to meet her tonight at 11:00.

    Being late on a school night, just a few couples
remained, and they were all in the process of making their
good-byes.  There were empty and half-empty beer cans all
over the place, and Doug was going around and straightening
things out.  His parents were gone on some trip and wouldn't
be home until the weekend.  Matt started to help out, and
Helen found herself picking up paper plates and other garbage
herself.  Matt took the accumulated garbage that Helen had
gathered and brought them into the kitchen to throw into the
garbage.  He returned with an opened can of beer, which he
handed to Helen.

    Normally, Helen didn't like the taste of beer, but she
already felt wicked being at being over Doug's place against
her parent's wishes.  They wouldn't let her have any fun!
Boy, was she going to show them!

    She took the cold can from Matt, and brought it to her
lips.  She could already smell that grainy smell, and her
crinkled brow betrayed her distaste for the beer.  Despite
this, she tilted her head back and swigged the entire can
down.

    Matt and Doug looked at each other in surprise.  Matt
offered to get another can, but Helen shook her head in
refusal.  "I don't really wanna get drunk," she explained.

    In a surprisingly small amount of time, the place was
straightened up, and look mostly normal.  Helen smiled at
Matt at a job well done.

    Only the three of them were left.  Seeing that Helen
didn't seem to like the beer, Doug had found a bottle of
white wine in the refrigerator, and poured a glass for Helen.

    Matt asked Doug if he could use his computer.  Helen
grinned.  Matt's father was some sort of programmer, and had
his home network set up such that anything that Matt did on
his own computer could be tracked.  Matt was always looking
for a system to use to get around his parents' prying eyes.
Doug told Matt that his computer was already turned on, and
all he had to do was log on.  Matt left.

    "So, you're the party girl tonight, Helen?"  Doug asked,
facetiously.

    "My damn parents wouldn't let me come earlier," she
replied.  All three of them knew that she had snuck out of
the house to come here.

    "So, like, you'd get in trouble if your parents found
out, huh?"  he asked.

    Helen shuddered.  "I'd get in no end of trouble.  I guess
that I wouldn't be able to go to any of the dances this year,
next year, or any year until after the prom!"  She giggled.

    "Then if somebody were to call your parents asking where
you were, then you'd really be screwed."

    "Yeah, right.  Who knows I'm even out right now?"  she
asked, taking another sip of her wine.

    "Well, Matt does," he said, pausing for effect.  "And I
do."

    "Oh, Doug.  You wouldn't DARE do something as nasty as
that!"  she said with a nervous laugh, being just a little
bit horrified at the thought.

    "We're playing Truth or Dare now?"  he asked.

    Helen looked at him, confused.  She didn't know where
Doug was going with this line of conversation.  Her confusion
turned to dread when she saw Doug getting up off his chair,
and picked up the telephone.

    "What the hell do you think you're doing?"  she asked,
shocked.

    "You dared me to call your parents," he said, starting to
touch the numbers.

    Helen shot up out of her seat and pressed the switch hook
on the telephone.  "You CAN'T do that... I'd be screwed!"

    Doug grinned at Helen.  "So, do I pass the Dare?"

    "Um, yes.  I'd say you passed.  Why don't you sit down
over there again?"

    Helen looked relieved when Doug headed back to the sofa
where he was sitting, and after a few seconds, Helen walked
back to the love seat where she had been sitting before.  Her
heart was still racing from the thought that Doug would
actually call her parents.

    Doug looked at her evenly.  "I guess it's my turn to
Dare.  Show me your breasts."

    Helen couldn't believe what she just heard.  "No way, you
pervert!"

    "OK.  I'll just have to call your folks, then."  Doug got
up slowly, and looked toward the table where the telephone
was, then back to Helen.  Helen got back up in alarm.

    "No, wait!"  she said.

    Helen was in a quandary.  The only boy that had ever seen
her naked breasts was Matt, and that was a couple of weekends
ago.  They were making out in his car and she decided to give
him a little treat.  He had smiled in appreciation, and Helen
noticed that his erection had gotten bigger in response.  She
rubbed him through his pants until his breathing started
becoming ragged before deciding to stop that dangerous game.

    Now, here was Doug telling her that she'd have to expose
herself to him.

    Doug, along with Matt, was a junior in high school-a
grade older than Helen.  He never seemed to have a steady
girl friend, and mostly hung out with Matt and a couple of
other guys.  He was about five feet, ten inches, and his
skinny build ensured that he was never confused with any
member of the football team.

    Doug was looking at Helen, waiting for her to do
something.  He figured that the kid would either give in, or
she'd leave.  But if she left, she'd never know if Doug would
call her parents and rat on her, so the odds were that she'd
play along.

    "I'm waiting," he said to Helen.

    Helen came to some sort of decision, and her body
betrayed that decision when her hands, seemingly of their own
accord, started pulling out the front of her blouse.

    "That's a good girl," he said quietly to Helen.

    Helen looked down and saw what her hands were doing.  She
sighed in resignation, and looked at Doug.  "OK, I'll show
them to you, but you're going to stop this game."

    Doug didn't reply, but focused his attention on Helen's
hands lifting up her blouse.  He could see her belly button
already.  Her hands continued their slow ascent, pulling the
blouse higher and higher.  The bottom of her white bra was
now exposed.  Her hands went even higher until he could see
her entire bra.  Helen's face was hidden by the blouse.

    From behind the blouse, Helen said, "Satisfied?"

    Doug answered, "Nope.  You still haven't complied with
the terms of the Dare.  I wanted to see your tits, not your
bra."

    Helen blushed behind the blouse, and her hands bunched
the blouse so that her face was finally exposed.  With her
fingers, she grabbed the bottom of her bra, and again began
to pull upward.

    Doug was rewarded with a view of her breast skin.  As
Helen continued to pull up the bra with her bunched-up
blouse, first her left nipple popped out, followed quickly by
her right one.  She held her clothes up, and then asked, "How
about now?"

    "You're lovely, Helen," was Doug's response.  "You can
put it down now."

    Helen's hands let go of the blouse and the bra, and the
blouse came fluttering down while her bra was a tangled mess.
She started to rearrange her bra so that it was back over her
breasts properly, when she felt Doug's hands behind her back.

    Startled, she looked up just as Doug pulled her close to
his face.  He kissed her.  She turned her face away to get
away from his lips.

    "You're lovely," he repeated, as he kissed her right
cheek.  His hands had reached the small of her back where her
blouse was still un-tucked.  He reached underneath the
blouse, and quickly brought his hands up and deftly unsnapped
her bra from the back.

    Helen tried to push away from him, but he had a good grip
on the two ends of the bra, pulling her back.

    "C'mon, Helen.  I'll keep on kissing you until you remove
the bra entirely.  But that's all I'll do for now.  Promise."

    Helen continued to struggle to get away from Doug, but he
was pulling her bra straps to the front, where her bra cups
were already starting to slip loosely over her breasts.

    "Oh, all right," she said, finally.

    Doug, true to his word, stopped kissing, and dropped the
straps he was holding.

    Helen figured that Doug thought she'd have to take off
her blouse to remove her bra.  She would show him.

    At a slumber party a few months ago, her friend Ramona
had showed her a neat trick: how to take off her bra without
taking off her shirt.  Helen practiced that a few times until
she got the hang of it.

    Helen pulled the straps on her shoulders down through
each arm in turn, looping them under her hand.  When both of
them were done, she pulled the strap on the right side, and
the entire bra came out.  She held out the bra to show Doug
that he'd been tricked.

    Doug wasn't tricked, however, and had expected her move.
Before she could react, he had snatched out the bra from her
hand.

    "I'll take this as a present," he said, laughing.

    Helen was seething at Doug, but didn't want to make too
big a scene in his house.  After all, Matt was just upstairs,
IM'ing to a bunch of friends, somewhere.

    Doug returned to his sofa, lifted a cushion, and threw
the garment underneath.  He then sat on the cushion.

    Helen was still standing up, and decided to take the
opportunity to tuck her blouse in.  She had initially tried
to make it tight to hide the wrinkle lines that formed when
she bunched it up before, but found that when she did that,
her erect nipples were clearly visible through the almost
sheer fabric.  She settled for a less tight fit, and figured
that this was the best compromise.  The wrinkles weren't that
noticeable, and you'd have to look pretty hard to see that
she wasn't wearing a bra.  Score one for Doug, she thought to
herself.

    "Now it's time for a Truth," said Doug.

    Huh, Helen thought.  What's he doing?

    Doug looked at her, and said, "Matt says that you've
gotten to second base with him.  Is that true?"

    Helen's blush betrayed her.  She slowly let out the
breath that she didn't realize that she was holding, and
figured that Matt had already told his friend the gory
details of their making out a couple of weekends ago.

    "Yeah," she said.  "I guess so."

    Doug noticed that Helen's nipples were getting more
erect, and he could notice them underneath her blouse.

    "You were undressed, and Matt was dressed?"  Doug asked.

    "Uh uh," she said, shaking her head.  "I only had my top
off."

    "Whatever, you did make it to second base, though.
Right?"

    "Yes."

    Doug got a devious idea.  "Fine, then here's the deal.
Matt should be down here any minute.  I'll go into the
kitchen for another beer.  You will find a reason to start
making out with Matt while I'm gone."  He paused, waiting for
her reaction.

    Helen had already planned on doing a little making out
tonight, anyway.  Her head nodded slightly in agreement.

    "You'll make out with him just like you did the other
day.  You'll let him get to second base."

    Helen shook her head at this.  This wasn't what she had
planned for this evening.

    "Not only that," Doug continued.  "You won't stop when I
come back into the room."

    Yeah right, she thought.  Like I'd make out with Doug
looking on!

    Doug saw her head shaking negatively.  "You'll do it, or
I'll call your parents."

    Helen froze, knowing that Doug still held that trump card.

    "And I guess you'll want me to make out with you, too,"
she said.  "I'm no tramp.  Matt would not be happy!"

    Doug looked at her sternly.  "No. I don't want you to
make out with me.  But I want you to convince me-and
Matt-that you are having a good time."

    She couldn't believe her ears.  He didn't want to make
out with her?  Then what was all that kissing about before?

    "That's it?"  she asked.

    "Yeah," he replied.  He then checked himself.  "No. One
other thing."

    Uh huh, she thought to herself.  Here's the curve ball.
She waited for him to continue.

    "You'll give me a kiss tonight whenever I ask.  Just a
kiss.  No touching."

    Like before, she thought.

    "Just one kiss?"  she asked, not convinced.

    "No. A kiss anytime I ask.  Anytime I try to kiss you,
you won't pull away."

    "What about Matt?"  she asked, confused.

    "Oh, he won't mind," he replied.  "I promise I won't do
anything that will get him jealous."

    "Promise?  That's it?  Just a kiss.  And me making out
with Matt?"

    "That's it," he promised.

    "I guess so," she said, not having much choice in the
matter.

    "Then let's seal it with a kiss," he grinned.

    Helen knew that he'd say something like that.  She still
felt funny being bra-less, and now Doug was approaching her.

    She started to pull away, when Doug stopped her.

    "You promised not to pull away, and that you'd convince
me that you'd enjoy it."

    "I didn't promise to enjoy kissing you, Doug!"  she said.

    "Well, a kiss is meaningless if you aren't sincere.  And
if you won't be sincere, I'm going to have to make that call."

    He started to walk away.

    Helen wasn't sure what to do.  She sure knew that she
didn't want him calling her parents, though.  "Doug... wait!"

    Doug stopped, and turned around, looking expectantly.

    "I'll... I'll be sincere," she said, meekly.

    "That's better," he replied.  "You come here, then."

    She drew in her breath and held it.  She finally started
moving toward Doug.  Reaching him, she put her arms around
his neck.  He put his arms around her hips, where her blouse
was safely tucked in.

    She closed her eyes, and tilted her head to the right,
meeting his lips.  She let her breath out through her nose,
and was surprised when she felt his tongue touching her lips.
Remembering her promise to be sincere, she opened her lips,
allowing his tongue entry.

    Helen found herself drifting away, awash in the pleasure
of being in Doug's arms.  His tongue was pushing her tongue,
doing a kind of dance together.  She found herself lost
within the kiss.

    Wow, she thought to herself.  Doug is certainly a great
kisser.  I wished I had known that before I started going out
with Matt...

    With the thought of her boyfriend, her eyes opened.  She
decided it was time to end the kiss.  She tried to push him
away gently, trying not to make it seem like a rejection.

    He pulled away.  He looked at the girl, whose face was
blushing quite red, the color which extended down her neck.
In fact, he could almost see the pinkish red through her
shirt.

    He grinned.  This was going to be a fun evening.

    Doug went back to his chair, and finished his beer.
Helen took the cue and sat down on her love seat, and sipped
her wine.

    A few minutes later, they could hear Matt emerging from
the room.  He came downstairs and saw Helen and Doug sitting
in the living room, facing one another.  They looked up at
him.

    Something wasn't quite right about the situation, Matt
thought.  Something was definitely wrong.  But he couldn't
put his finger on it.

    Just as Matt got to the bottom of the stairs, Doug
finished his beer, and got up.

    "Heh, Matt!  Have fun on AOL?"  he asked.

    "Yeah... StarrRanger was on tonight."  Matt was still
trying to figure out what wasn't right with this situation.

    "Want another brewski?"  Doug asked Matt.

    "OK," said Matt, still a bit confused.

    "Gonna hit the head, first, though.  Be back in a few,"
Doug said.  He shot Helen a glance, and got up, taking his
empty beer can with him.

    When Doug left, Matt asked Helen if she wanted to go
upstairs to Doug's room and "chat," which was their keyword
for making out.

    Helen remembered her promise to Doug.

    "Don't want to go upstairs right now," she answered.
"Come sit down here next to me."

    Matt sat down on the love seat, a bit disappointed that
Helen didn't seem to want to go upstairs.  She offered him a
sip of her wine, and he politely refused, thinking wine was
for sissies.

    Helen turned to Matt, and started to kiss him.  She gave
him one of what Matt referred to has her "fierce kisses" that
signaled that she was in the mood.

    "Wait," said Matt.  Doug's down here.

    "Oh, don't be silly," she answered.  "You know how long
he takes on his potty breaks!"

    Matt grinned, knowing Doug's reputation for taking quite
a long time in the bathroom at school.

    Helen turned her body so that it was facing Matt,
continuing to kiss him.  Matt reached up with one of his
hands, and started to caress Helen's breasts, and noticed
that she wasn't wearing her bra.

    How convenient, Matt thought.  He hadn't noticed that she
was bra-less earlier when he had picked her up.

    Helen's nipple was already erect, and he rubbed and
caressed the lovely globe.  Matt recalled a couple of
weekends back when he got to see her breasts, well, what he
could see inside a darkened car at night.

    She really seemed excited, thought, and her left hand had
already found his crotch.  She rubbed it, just like she
usually did.  Matt's body responded as usual as well,
receiving bits of pleasure.

    Helen was getting excited with Matt's attention to her
breasts, also feeling a bit naughty knowing that Doug may
actually be watching.  She ignored Doug for the moment, and
concentrated on kissing and rubbing Matt.

    As Helen was lost in the jumble of feelings, the words
"second base" went though her mind.  She thought once again
about Doug, and her promise to him-and what he'd do if he
were disappointed.

    She removed her hand that was around Matt's back, and
brought it to the bottom of her blouse.  Matt's hands were
blocking her access to the top buttons, so she started
unbuttoning them from the bottom, trying not to make Matt
notice.  She was successful, and only the three buttons that
Matt blocked were now fastened.

    "Faster," Matt whispered, and his crotch demanded more
attention.

    "OK," she answered, rubbing him a bit faster.  "Lower,"
she said to him in return.

    Matt was confused as to what Helen meant?  Lower as in
her pussy?  She had never let him touch her there before, and
now she wanted to do it in Doug's living room?

    Obediently, he moved his hand down slightly, and found
the material of her blouse parted.  Her buttons were
unfastened!  That's what she meant!

    As his hands touched her bare stomach, he was rewarded
with her rubbing a bit harder.  He took that as a go-ahead
sign, and started unfastening the remaining top buttons.  She
did nothing to stop him, and his hands finally got the
pleasure of her bare breasts.

    With her free hand, Helen tugged on the bottom of her
blouse.  It started to come off her shoulders, which Matt
noticed.  He stopped playing with her breasts long enough to
pull the garment off, throwing it down onto the floor.

    His curiosity got the better of him, and he broke off the
kiss, and looked down on Helen's bare chest.

    Her breasts were even more beautiful than they were in
the car!

    He brought his head down to the closest one, and stuck
out his tongue and flicked her nipple with it.  He remembered
that this seemed to make her feel good the last time, and in
response, he heard her moan.

    He started sucking on the breast, kneading the other one
with his left hand.  Her moans got a little louder now, and
for a moment, he wondered if Doug would hear them from inside
his bathroom.  Her hand continued to rub his penis, and he
was started to get very excited.

    Matt decided to dare something, and started sucking
harder on her breast.  Her moans got louder.  with his right
hand, he creeped down until he reached the bottom of her
skirt.  He gathered the material in his hand until he was
able to slip his hand underneath.  He didn't touch her-trying
to keep his movements a surprise.  When he got to where he
figured her pussy was, he started cupping his fingers, and
slowly brought them closer to his destination.

    When Matt reached her panties, he was just a bit
disappointed.  Since she was bra-less, he had fantasized that
she may not be wearing panties either.  However, panties
notwithstanding, he had reached a new plateau in their
relationship.  He instinctively rubbed her crotch with his
fingers between her legs.

    Helen suddenly felt something touch her crotch, and she
froze.  Undaunted, Matt continued to rub her with his
fingers, and she momentarily forgot the intrusion into her
most private area and basked in the sensations.

    Matt felt that Helen had stopped rubbing him.  He thought
that the jig was up, but she didn't do anything to pull his
hands away.  He continued to rub her, and soon she was
moaning, a bit more than before.

    Matt ground his hips into her hand, and Helen realized
that he had stopped rubbing him.  She started to rub him
again, and then remembered that those wonderful sensations
she was feeling were from his fingers being on her panties!

    She still wasn't rubbing him, however, and Matt's penis
had missed the sensation.  He thrust his hip towards her, and
she started to rub him again, but stopped soon afterward.

    Matt took this as some sort of "stop" signal, and stopped
sucking her breast, and stopped fondling her breast with his
left hand.  He continued to rub her crotch, wanting to get as
much contact with that special place before she told him no.

    He looked at her, and she was looking at him.  Uh, oh, he
thought.  I went too far.

    Instead of saying anything, she simply smiled at him, and
quietly pulled his right hand out from underneath her dress.
Well, he thought, at least I got that far.

    Matt was really surprised by what she did next.  She
rolled him over so he was on his back in the love seat, and
she quickly pulled up her skirt and sat on his lap, facing
him.  Her knees straddled his hips, so that her panties were
positioned right on top of his erection.

    She pulled his head close to her chest, and he opened his
mouth and started sucking on a nipple again.  Slowly, she
started a rocking motion on his lap, which felt a who order
of magnitude better than her hand.  He'd certainly have to
remember this.

    Helen watched Matt's eyes open in surprise as she mounted
him.  As she pulled him close for him to suckle her, she saw
Doug standing behind the love seat.  Apparently, he had been
in the room for some time.  What had he seen?  Nothing she
hadn't already showed him before when she exposed herself to
him, she decided.

    Doug started moving closer to her, and he leaned down
with his mouth puckered up.  She remembered her promise to
kiss him "sincerely" and she reached up to meet his lips.
This time, her tongue was meeting his tongue, as her crotch
was sending out feelings of desire throughout her body.

    All too soon, he pulled away from her and broke off the
kiss.  She sighed in disappointment, and remembering Matt,
she turned the sigh into a moan of pleasure, trying not to
alert him to the fact that she was just kissing his best
friend as she was making out with him.

    Matt felt her stretch up, and her breast widened with the
effort.  If anything, her nipple got even harder in his
mouth, and he sucked on it in earnest.  In a few moments, he
heard her moan the loudest that she had.

    Helen's sigh-turned-moan came at about the time when the
feelings from her crotch and her breasts hit a bit of a peak.
She sucked in her breath, and let out an "Oh, God!"  as wave
after wave of orgasm consumed her.  Her rocking on Matt's lap
had reached a feverish intensity as her crotch demanded as
much attention as it could get.

    This was the first time that Matt had ever seen a girl
have an orgasm, and her sounds caused something to snap
within his balls.  His orgasm started as her hips continued
to rub him frantically.  He started to shoot into his
underwear, and it was the first one that he had ever had
without him jacking himself off.

    After a few moments, Helen's feverish intensity started
to subside, and she pulled her breast out of his mouth and
lowered her face to give him a kiss.  Matt was surprised that
she almost immediately stuck her tongue into his
mouth-usually she would only respond after he started doing
that.  He put his arms around her back, and she rolled with
him back so that they were on their sides on the love seat
again.

    When they finished the kiss, Matt saw Helen looking at
him with an expression resembling awe.  He felt a little
uncomfortable, having shot his load into his pants, but
seeing the half-naked girl next to him made him forget about
his discomfort.

    For Helen, it was her first orgasm.  Ever.  It was
everything that Ramona had told her-and even more.  She never
thought that such sensations could ever come out of her body.

    Matt saw Helen lost in thought, and stared at her chest.
Her skirt was still bunched up in front of her, and he could
see just the tiny bottom of her panties between her thighs.

    "Matt," she whispered to him.  "That was the most intense
experience that I've ever had!"

    "Me, too," he whispered back, feeling foolish.

    "I'd like to make it up to you," she said.  "Do you want
me to-you know... suck it?  I want you to feel as good as you
made me feel."

    It was then that Matt realized that Helen didn't know
that he had already cum himself.  However, the idea of him
revealing his cum-soaked shorts was a bit revolting to.

    "That's not necessary," he whispered back.  "But..."  He
paused.

    Helen looked at him, confused.  What kind of guy wouldn't
like to get sucked off?  She thought that it was every guy's
fantasy.

    "But let's keep on playing with each other, OK?"  Matt
asked.

    Before Helen could answer, his fingers had found her
crotch again.  She smiled at him, and then thought about how
wet her panties probably would be.  She quickly pushed his
hand away, and Matt looked at her with disappointment.

    She smiled back at him, and using both hands, she quickly
pulled the waistband of her panties down.  Her sopping
panties here now between her knees.  Knowing that she'd love
to ride him again, she made the extra effort to tug them
completely off, and threw them to the ground.

    Matt couldn't believe his eyes.  His fifteen year old
girl friend had just pulled off her panties!

    He slowly brought his hand to her crotch again, and this
time she didn't push him away.  He tried to look at what he
was touching, but her crumbled skirt blocked off most of the
view.

    Helen realized that he wanted to look, and with a sigh,
she found the fastener on her skirt, and opened it up.  In a
single motion, she managed to get the skirt completely off
her, and it rested in a heap on the ground.

    Matt looked at his completely nude girl friend, his
attention focused on that object of his fantasies.  Unlike
Helen's thick straight hair, her public hair was curly, and
very thin.  In fact, it looked like tiny fine pen marks on
her skin.  Her hair was so fine that he could see her pussy
lips with a tiny pink flap between them.

    Fascinated, he touched that pink flap, and Helen gasped
audibly.  It was moist, and his fingers traced a tiny circle
on it, caressing it.

    "Promise me you'll keep your clothes on, Matt," she
whispered to him.

    Matt understood what she was asking-she didn't want to
fuck.

    "Good idea," he whispered back.  And Helen kissed him
again.

    As Helen moved toward Matt, she shifted her weight again
until she was once again straddling him, her knees next to
his hips.  He looked up at her, in awe.  Her eyes were shut
again, and she was once again rocking up and down on his
penis, which was getting back to its former hardness.

    Helen had positioned her crotch so that the bottom was
just on the flap where Matt's zipper was on his jeans.  She
once again felt that fiery glow, and knew that she was headed
once again toward a thrilling orgasm.  Her motions got
quicker and quicker, as she neared her second orgasm of her
life.  What would you call this, she wondered to herself.
Second base?

    Those two words hit her like a ton of bricks.  Doug!  She
had forgotten about him.  Here she was, completely naked and
rubbing herself on her boyfriend like a dog in heat in front
of Doug!

    Even as those thoughts were going through her mind, the
waves of her second orgasm washed over her.  She refused to
open her eyes, to see if Doug was behind the chair, looking
at her straight on, or if he was back in his own chair,
getting a view of her ass.

    Doug had watched the entire make-out session with
enjoyment.  Unbeknownst to Helen or Matt, he had crept into
his room and got his Polaroid camera.  He managed to get a
great shot of Helen's breast before Matt started sucking on
them, and from behind the love seat, he got a great close-up
shot of her face as she experienced her first orgasm.  Now,
he had a great shot of her humping Matt, completely naked
with her skirt and blouse on the floor.  All in all, he had
about a half dozen shots of Helen.  He took the camera and
the photos with him to the kitchen, turning back as he heard
Helen in the throes of her second orgasm.

    He hid the camera and photos in one of the cabinets, and
then decided to make his presence known.  He got a couple of
beers out of the refrigerator, and then ran the water in the
kitchen, hoping that Matt and Helen would hear it and know
that he's coming out.

    When Doug reemerged into the living room, Helen and Matt
were once again on their sides.  He cleared his throat as he
entered, and the two love birds turned to look at him.

    Doug expected Helen to look embarrassed, and she was
indeed blushing, but not from embarrassment.  She was still
blushing from the two orgasms that the teenager had just
experienced.

    Matt looked at him with a big smile on his face.

    "Your beer, Matt," said Doug.

    "Um," started Matt, not knowing what to say.  He was
sitting on his host's love seat with his naked girl friend
next to him, and Doug was making small talk.  "I think we
better get going!"

    "Yeah," agreed Helen.  "I don't want my parents to find
out that I've been out this late."

    Helen got up, and without any modesty, picked up the
clothes that were on the floor, and walked to the upstairs
bathroom.  Doug watched her cute little bare behind wiggle
its way up the stairs.

    "Doug," asked Matt.  "I don't want to impose, but can I
use the downstairs bathroom?  I need to... um, go..."

    "Sure thing, Matt."  Doug pointed Matt through the
kitchen where the pantry bathroom was located.

    As soon as Matt left, Doug heard a little noise upstairs.
He looked up the stairs and saw Helen, still nude, standing
at the top.

    "Matt gone?"  she whispered.

    Doug nodded.

    "How about a last kiss," she whispered to Doug.

    Doug didn't need any more persuasion.  He quickly climbed
the steps, two at a time, until he was at the top with Helen.

    She was waiting with her lips puckered, and her eyes
already closed.  He kissed her, and they played with their
tongues.  His arms held the small of her back, and they
wandered down a bit to caress her ass.  Helen didn't stop his
hands.

    As he pulled his hands toward the front of her crotch,
however, she gently pulled away from him, shaking her head.

    "No, no, no..."  she said, teasing him.  "All you get is
a kiss!"

    She skipped away into the bathroom.  Doug hurried back
into the living room, hoping that he got there before Matt.

    A few seconds after Doug was back in his chair, Matt came
out of the kitchen.  He was a bit embarrassed, his best
friend seeing Helen nude, but that make-out session with
Helen had been something awesome!  Helen didn't seem like she
was embarrassed by being nude, so he decided that he
shouldn't be, either.

    The two boys heard the toilet flush upstairs, and they
watched Helen come down the stairs.  Both boys realized that
Helen looked a bit different-more mature now.

    Helen floated down the stairs, and Matt got up and she
stood next to him.  "Thanks for a wonderful evening, Doug,"
Helen said.  "When will your parents get back?"

    "They get home Sunday night," Doug answered, wondering if
Helen was going to be wanting to visit again.

    "Maybe we can do this again," Helen said, with a sparkle
in her eyes.

    She pulled Matt, and they both started towards the door.

    Matt held the door for Helen, who started to go through
the passageway, and then stopped and turned around.  She
looked at Doug, who had followed them to the door.  "I really
had a great time, Doug," she said.  She moved closer to Doug
and gave him a peck on the cheek.

    Doug watched the two of them as Matt opened the door for
Helen, and then got into the car and drove off.

    Interesting girl, he thought to himself.  She blackmails
easily.  I wonder what she'd do if she knew about those
Polaroids...!

* * *

                           The End 
