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From Happy@some.time Sun Nov 23 18:30:36 1997
*    *    *    *    *    *    *    *    *
                         W   A   R   N   I   N   G  
                 *    *    *    *    *    *    *    *    *

    T H I S   F I L E   C O N T A I N S  E R O T I C   M A T E R I A L  
     I N C L U D I N G  G R A P H I C    D E S C R I P T I O N    O F    
                            S E X U A L   A C T S.  
                 I F   Y O U   A R E   U N D E R  A G E, 
                 D E L E T E  T H I S   F I L E    N O W!

I F  S E X U A L  C O N T E N T,  A R O U S I N G  S I T U A T I O N S  
 
&  S T R O N G   E R O T I C  L A N G U A G E   D I S T U R B S  Y O U   
 
                 D E L E T E   T H I S   F I L E   N O W!   
  
======================================================================
            The following is intended for readers over 18 years 
                       who can tell fact from fantasy.  
======================================================================

							Sleep Over 1/3
 					(f/f, f/f/F, in, pedo, toys)
							by Mr. Happy


Meghan was staying over Andrea’s house for the night.  They had the
place to themselves tonight.  Andrea’s mother had gone out for the
night, which meant that either she wouldn’t be coming home because she
found some guy or she would come home late and drunk.   Andrea’s
brother, Chris, was over their father’s house for the weekend.  This
left them home alone.  That was okay, they had been friend since 5th
grade and liked being together cause it gave them a chance to talk.

It was getting quite late and the two 13 year olds were getting ready to
go to bed.  Andrea got undressed first.  She took off her flannel shirt
and pulled her t-shirt up over her head.  Meghan watched out of the
corner of her eyes pretending not to.  Andrea’s breasts were smallish,
yet perky and well shaped.  Meghan noticed that her nipples looked
pointy.  Andrea walked over to her bureau and took out a long t-shirt to
use as her pajamas.  Andrea placed the t-shirt on the bed and undid the
snap on her pants, pulling the zipper down she stepped out of her pants
revealing a skimpy pair of pink panties.  She turned to face Meghan who
was looking for her pajamas in her bag and undid the front clasp to her
bra freeing her tits.  Meghan looked up staring at Andrea’s well shaped
breasts.  Andrea stood there like that for a few seconds and then
grabbed her t-shirt and pulled it over her head.

Meghan pulled her sweatshirt over her head revealing to Andrea her ample
breasts.  Although she was younger than Andrea, Meghan’s tits were quite
a bit bigger.  Andrea could see them straining against her bra.  Andrea
hoped that having Meghan over tonight would give her the opportunity to
seduce her finally.  Meghan undid her jeans and pulled them off.  Andrea
couldn’t believe it she wore white panties.  She reached around her back
and unhooked her bra.  Her large breasts pleased Andrea.  She liked
Meghan’s large nipples.  Andrea tried not to stare at Meghan while she
got undressed, she pretended she was busy doing other things.  Meghan
put her pajamas on, she too was wearing a only long t-shirt to bed.  

The girls sat down on Andrea’s bed, it was a queen size bed, so they
would have to share it tonight.  Andrea could feel her pussy getting
wet.  She couldn’t wait.  She had planned this ever since she found out
the Meghan could sleep over.  Her mother wouldn’t be home until late, it
was a Friday night she’d be out at the bars and might not even come
home.  Andrea put MTV on and did a little dance copying the video that
was on before getting onto the bed.  She danced real seductively swaying
her hips and grabbing herself through the material of her t-shirt. 
Meghan watched the performance her friend put on.  When she was done
Andrea coaxed Meghan to get up and try.  Meghan got up and started to do
the same things that Andrea and the girls in the video did.  She ran her
hands up and down her breasts.  She could feel a tingling start on her
nipples.

Meghan finished and sat on the opposite side of the bed.  They started
to talk about their favorite subject; boys and sex.  Meghan knew that
Andrea was much more experienced then she was.  Andrea wasn’t a virgin
anymore.  She had told Meghan that she had lost her virginity, but
didn’t really go into any details.  She did tell Meghan about all the
boys that she had had sex with, including her younger brother.  Andrea
kept staring down at Meghan’s breasts while they talked.  Her nipples
were sticking up and were leaving an indentation against her t-shirt. 
Meghan was sitting crossleg on the bed, her thighs were exposed in this
position.  Andrea would steal a glance at her thighs and follow them as
far as they went.  Meghan had shifted her position, giving Andrea a good
look at her pantie clad pussy.  

Unknown to Andrea, Meghan too was looking over her friend’s body at the
same time.  Andrea was sitting crossleg on the bed facing Meghan, her
legs spread apart at the junction of her pussy.  Meghan hoped that
Andrea didn’t notice her staring down there.  Meghan could catch a
glimpse of Andrea’s pussy through the side of her panties.  She could
see the tiny wisps of pubic hair sneaking out the side of her
underwear.  It excited her more than she wanted to admit.

Andrea quickly turned the conversation to what she wanted.  She started
to talk about different ideas concerning sex.  Finally Andrea said to
Meghan, “Do you ever wonder what it would be like to kiss another girl? 
I mean really kiss her, like you would a boy.”  Meghan wasn’t sure how
to respond to this question.  She mumbled something to the effect that
she did wonder sometimes.  “Well Meghan, why don’t we try it?”  Andrea
leaned over and placed a kiss on the startled Meghan’s lips.  Meghan
didn’t respond.  “What’s the matter Meghan?  You got to kiss back.” 
Andrea leaned over again.  Meghan leaned over too.  Their lips met and
they kissed.  Andrea looked, Meghan had closed her eyes. 

They held the kiss for a few seconds.  Andrea pulled away first leaving
Meghan there with her eyes closed and her lips puckered.  “That was
pleasant.”  Andrea said to her startled friend.  Meghan was surprised
that she liked it too.  Without a word, Andrea leaned over again and
kissed Meghan again.  This time she stuck out her tongue and began to
deeply kiss Meghan.  Meghan not really knowing how to handle the
situation, kissed back afraid to break the kiss.  Meghan did like the
fact that Andrea seemed to be gentler then the boys she had kissed.  Her
lips were softer, she seemed to know just what to do with her tongue. 
Their tongues explored each others mouths.  Andrea reached up and had
put her arm around Meghan drawing her closer to her.   

Andrea broke the kiss again and laid down on her side on the bed. 
Meghan followed her lead, her head swimming from what was taking place. 
Andrea moved closer to Meghan and resumed kissing her.  Her tongue
darted into her mouth and played with Meghan’s tongue.  Meghan felt a
stirring in her pussy that she hadn’t before.  Andrea liked the fact
that Meghan seemed to be responding better then she had hoped for.  They
hugged each other close, their nipples seeking each others out.  Andrea
had moved her leg so that it was positioned between Meghan’s two legs.  

Meghan couldn’t believe how warm her friend felt next to her like this. 
A million thoughts raced through her mind.  She couldn’t believe that
she was laying on Andrea’s bed making out with her.  Andrea’s leg was
applying just the right amount of pressure to the sensitive spot between
Meghan’s legs.  Meghan was beginning to feel the way she did the time
she had touched herself between her legs, playing with her pussy. 
Andrea began to kiss Meghan’s neck, her arms had reached around Meghan
and were kneading her ass, pulling her closer and closer to Andrea. 
AndreA’s leg was working miracles between Meghan’s thighs.  She could
feel the heat building up within her.  While she kissed her neck, Andrea
snaked one of her hands up and under Meghan’s t-shirt and began to
massage her breasts.  

This sent shock waves through Meghan’s body.  She let out a low moan. 
Her nipples were aching to be played with.  Meghan bent her head back
further giving Andrea more access to her neck.  She began to lick her
neck sending shivers throughout her body.  Meghan couldn’t believe how
hot she was getting from this.  This was another girl exciting her so
much.  Not just another girl, her best friend, and she liked it.  Andrea
continued playing with Meghan’s tits and pulling on her nipples. 
Tentatively, Meghan reached over and began to play with Andrea’s breasts
through her t-shirt copying her friend’s motions.  

Andrea stopped long enough to remove her t-shirt exposing her breasts to
her friend’s touch.  Meghan caught a glimpse of Andrea’s tits for a
moment and then Andrea was kissing her again.  Meghan brought her hand
up to Andrea’s breast and began to play with it.  She liked the feel of
it in her palm.  It had a weighty feel.  Her flesh gave to Meghan’s
probing fingers.  Andrea’s tit filled Meghan’s hand with its flesh. 
Meghan liked the warm feeling of her friend’s breast.  She tweaked the
nipples copying what Andrea had done to her own.  Meghan was surprised
when Andrea moaned into her mouth after having her nipple pinched.  She
continued playing with her breasts for a long time.  Meghan would mimic
what Andrea was doing to her tits.  She would rub them all over and
pinch the nipples gently, once in a while, driving her friend and
herself crazy with passion.

They broke the kiss long enough for Andrea to peel Meghan’s t-shirt
off.  Both now naked from the waist up they hugged tightly as they
kissed, their breasts mashing into each others’ tits, their nipples
seeking each others’ out.  They rubbed their breasts together sending
shivers throughout their young bodies.  Andrea couldn’t believe how
great this was going. She had planned to seduce Meghan tonight.  She
didn’t realize just how hot her friend was.  Andrea started to kiss her
neck again this time she kept kissing her way down first her shoulders
and then her lips had settled on one of Meghan’s tits and she was
sucking the nipple into her mouth.  Meghan’s breasts were good sized and
Andrea was still able to almost suck the whole thing into her mouth. 
The feeling of her friend’s mouth on her tit sent shock wave after shock
wave through Meghan’s body.  She could feel her fluids dripping out of
her pussy making the crotch of her panties wet.  Andrea continued to
grind her knee into that area too.  Meghan could feel her pussy getting
wetter and wetter from Andrea’s actions.  

Andrea sucked on Meghan’s tits going back and forth between them. 
Meghan reached down and continued to play with Andrea’s tits too. 
Andrea pulled herself up and rubbed her tits over Meghan’s again.  Their
nipples touched each other sending waves of pleasure through both of
them.  Andrea brought her breasts up to Meghan’s mouth.  She
instinctively stuck out her tongue and began to lick Andrea’s nipples
and breasts.  Andrea’s breasts hung down into Meghan’s face.  While she
sucked on one long nipple Meghan played with the other dangling breast. 
In this position Andrea was able to place her knee at a better angle
right at the junction between Meghan’s legs applying pressure to her
crotch.  As she moved her tits over and over Meghan’s licking tongue she
rubbed her knee up and over Meghan’s pantie-clad pussy.  She could feel
Meghan’s wetness through the thin material.

Meghan involuntarily began to grind her cunt against Andrea’s knee.  The
pleasure was immense.  She started to hump her pussy up towards Andrea’s
knee.  Andrea sensing this applied more downward pressure to Meghan’s
cunt.  Andrea was able to rub her pussy against Meghan’s thigh at the
same time, riding her thigh in essence.  Their tempo increased with
Andrea bucking her cunt up and down Meghan’s leg, grinding her cunt into
her friend’s thigh.  Meghan didn’t realize it at the time but this was
her first fuck.  Their breathing increased as the pleasure continued to
build up in their pussies.  Suddenly Meghan felt like a firecracker
exploded inside her.  She began to shake and shiver all over as her
first orgasm of the night rocked through her body.  Andrea sensing her
friend’s orgasm continued to hump her hips up and down faster and faster
against Meghan’s thigh causing an orgasm that was equal in intensity to
Meghan’s.  The girls came at the same time collapsing onto each other,
hugging each other through it.

Andrea was the first to regain her composure and lifting her head she
smiled at her best friend.  Meghan had a look of utter pleasure on her
angelic face.  Her eyes were still closed.  Andrea looked down at her
breasts, they were heaving up and down trying to catch her breath.  She
liked the way Meghan’s nipples were sticking up.  She began kissing her
friend’s neck and shoulders, nibbling at her ears when she could. 
Meghan responded with a soft purring sound that escaped from her throat
as Andrea’s tongue left little trails of saliva across her neck.  Andrea
moved her way down Meghan’s body grinding her already wet pussy down the
length of Meghan’s leg as she did.  She finally rested her pussy on
Meghan’s knee and rubbed her cunt up and down the knobby surface.  She
kissed her way down to Meghan’s breasts, lingering there for a few
minutes sucking Meghan’s tits and biting her nipples.  Andrea swirled
her tongue Meghan’s nipples getting them all wet and then she would blow
air at them.. This was sending Meghan right through the roof.  Andrea
knew just how to tease Meghan’s breasts to drive her crazy.  She
continued sucking on Meghan’s tits for a few minutes until she noticed
that Meghan had once again begun to rub her pantie clad pussy up against
Andrea’s hot little body.

Meghan couldn’t believe how hot she was feeling tonight.  Her young
pussy ached for something.  Rubbing her cunt against her friend’s leg
had been good, it produced her first ever orgasm, yet she knew there had
to be more.  She loved the thought that her body had also caused Andrea
to have an orgasm too.  She wanted to do more so she knew she would let
Andrea show her new things tonight.  Her mind was racing with the wealth
of information she had received so far.  Andrea was now sucking her
nipples and driving her crazy.  She wanted to do it back yet she knew
that Andrea had other plans in mind for tonight.  

Andrea kissed Meghan’s stomach and continued to work her way down to
Meghan’s wet pussy.  She left a trail of saliva across her stomach from
her breasts.  As she moved down Meghan’s heaving body she let her
breasts also trail over every inch of Meghan’s young flesh.  Andrea was
licking and kissing the area just above Meghan’s panties driving Meghan
mad with desire and anticipation.  Meghan let out a gasp for air when
Andrea reached up and grabbed a hold of the top of her panties.  Andrea
could see a damp area on Meghan’s panties and smell her excitement. 
Slowly and teasingly she rolled down the waistband of the panties and
started to kiss and lick underneath the section of flesh she had just
exposed.  

Meghan drew in her breath as Andrea’s kisses got closer and closer to
her pussy.  As she continued to slowly pull down the panties Andrea
watched with excitement as Meghan’s pubic hair came into view.  Her cunt
was lightly covered with a light brown peach fuzz.  Andrea kissed
Meghan’s leg as she removed her friend’s underwear.  Meghan lifted her
ass off the bed to help Andrea slip the panties completely off.  Meghan
was now completely naked laying on her bed in front of her.  Her girlish
figure was a wonderful sight to Andrea.  Meghan wanted this more than
Andrea did at this point.  With Andrea between her legs Meghan
involuntarily spread her legs apart giving Andrea complete access to her
most private part.  She did not care at this point.  She wanted her
friend more than anything else in the world.  

Andrea stopped inches away from Meghan’s pussy.  Meghan’s cuntal lips
were red and puffy from grinding herself against Andrea.  Her pussy
looked very juicy to Andrea.  She could smell the aroma of a young girl
aroused.  Meghan’s pussy was barely covered with hair.  Her pussy lips
were slightly apart, a clear liquid could be seen coming out of her
cunt.  Meghan was dying from anticipation.  She wondered what Andrea was
doing down there.

Andrea reached up and placing her fingers at the entrance of Meghan’s
pussy spread her pussy lips apart.  Meghan’s cunt was pink and very wet
inside.  Andrea teased her by rubbing the outside of Meghan’s pussylips
with her finger until her outer lips were all wet and shiny.  Meghan had
tensed up when she felt her friend’s fingers touch her pussy for the
first time.  She was trying to hold back another orgasm that she thought
she could feel building up inside her. Andrea continued to rub Meghan’s
juices all over the outside of Meghan’s pussy, once in a while dipping a
finger inside her cunt to draw out more of the liquid that was making
her so shiny and slick.  

When Meghan was good and wet Andrea slowly brought her tongue up to
Meghan’s parted pussy lips and licked up and down the length of her slit
a number of times.  Meghan couldn’t believe the sensation that Andrea’s
tongue was causing on her cunt.  Meghan’s head thrashed from side to
side as her orgasm rocked her body sending her to new heights.  Andrea
encouraged by her friend’s orgasm, continued to lick up and down the
juicy hole before finally clamping her mouth down on Meghan’s clit and
sucking it into her hot mouth.  She sucked hard on Meghan’s clit making
Meghan whine in pleasure.  Using her tongue like a spoon Andrea began to
lick at Meghan’s pussy again sucking in her juices.  Meghan tasted so
sweet.  

Meghan grabbed her own breasts and began to tug on her nipples while
Andrea continued to lick her pussy.  She had never felt anything like
this before.  Andrea’s tongue was both rough and smooth at the same
time.  Andrea licked all around Meghan’s pussy.  She sucked on her pussy
lips as well as her clit.  Meghan reached down and grabbed onto Andrea’s
head and began to grind her pussy into Andrea’s busy tongue.  Andrea
reacted by fucking Meghan with her tongue.  She tried to get her tongue
as far up inside Meghan as was possible.  She drove her tongue in and
out of her girlfriend faster and faster.  Andrea loved this.  Her own
pussy was getting ready to explode from the pleasure that was building
up in it.  Meghan’s head was thrashing about wildly as the pleasure she
was receiving from Andrea’s tongue was getting to her.  

Suddenly Andrea pulled her mouth away from Meghan’s tasty pussy.  Meghan
let out a soft moan of protest.  She watched as Andrea removed her
panties.  “I’m too excited Meghan.  Ya gotta do me too.”  With that
Andrea swung her legs around so that her knees were now on either side
of Meghan’s head.  Meghan was now staring at her first pussy.  She had
seen hers before, using a mirror.  But this was the first pussy she had
seen so close up.  She looked at it for a few seconds.  Andrea’s dark
hair framed her slit.  Meghan could see moisture around the outside of
her friend’s pussy.  Andrea’s legs were spread exposing her pussy to
Meghan.  

Andrea knew that this would be the turning point.  She dove back into
Meghan’s pussy licking and sucking on it feverishly.  She hoped that
this would drive Meghan to do her.  Meghan could feel her pussy juices
begin to flow again.  She was going to lick her first pussy. 
Tentatively she brought her head up and sticking out her tongue she
licked Andrea’s pussy.  She tasted pussy for the first time.  She found
the taste pleasant.  She grabbed onto Andrea’s ass and pulling her head
up buried her tongue as far up her friend’s cunt as she possibly could. 
Andrea smiled when she felt Meghan’s tongue enter her.  She had her now.

Meghan dug her tongue into Andrea’s pussy slurping her juices.  She
found the taste surprisingly pleasant.  She ran her tongue up and down
the length of Andrea’s slit, licking her faster and faster.  Andrea too
was licking her friend’s cunt feverishly.  Andrea elbowed Meghan’s legs
apart and brought her fingers to the opening of Meghan’s cunt.  Meghan
could feel Andrea’s breasts pressing into the flesh of her stomach. 
Andrea’s nipples were hard digging into her.  

Andrea knew that order to do the next part of her plan she would have to
get Meghan use to the idea of having something up her pussy.  Andrea
placed her finger in her mouth as she continued to lick Meghan getting
her finger real wet.  She began to rub the entrance outside Meghan’s
cunt with her finger.  Slowly she began to insert it into Meghan’s
cunt.  Meghan tensed when she first felt Andrea’s finger enter her. 
Before she could react, Andrea quickened the tempo of her tongue and
began to lick Meghan’s pussy faster, applying more pressure with her
tongue.  Andrea watched as her finger slowly disappeared into her
friend’s virgin pussy.  Andrea’s middle finger was now buried in
Meghan’s cunt up to the second knuckle.  Andrea began to fuck Meghan
with her finger driving it in and out of her.   Meghan was very wet the
finger slid in and out easily.

Meghan decided to follow suit and taking her index finger stuck it into
Andrea’s pussy.  She began driving it in and out of Andrea.  She watched
in amazement as Andrea’s pussy opened up to take her finger without any
trouble.  Andrea stopped sucking Meghan’s cunt and now concentrated
fucking her with her finger.  She rubbed a second finger up and down
Meghan’s wet crack and then very deftly slid it in beside the other
one.  Andrea fucked Meghan with her two fingers.  She watched the
fingers probing inside of Meghan.  Meghan moan deeply when the second
finger slid into her.  She positioned another finger at the entrance to
Andrea’s pussy and pushed it in.  She put her head down and watched as
she fucked Andrea with her fingers.  She began to wonder what else could
fit into there.

Andrea was pleased with the events of the night.  What started out as an
innocent kiss quickly turned into a hot session.  Meghan was hot. 
Andrea had showed her that her pussy could take something in it and not
kill her.  With that thought in her head Andrea should have no trouble
getting Meghan to go along with the next part of her plan.  They
continued like that for a few minutes fucking each other with their
fingers.  Meghan’s fingers were a blur as they plunged in and out of
Andrea.  Andrea had to stop she rolled off of Meghan.  Meghan didn’t
want it to stop.  She was really enjoying herself.  Andrea was the first
to speak.  “Wait here a minute, I got something else for us.”  Andrea
got up out of bed and left her room for a minute.  Meghan watched her
leave.  She couldn’t believe what had transpired here tonight.  She was
glad though.  She reached down and stuck a finger into her cunt.  She
rubbed her finger back and forth over her pussy.  She found herself
wondering what else she could get into it.  She remembered at home there
were some cucumbers and carrots in the refrigerator.  She bet they would
do very nicely.  Her finger began working her clit really hard rubbing
it back and forth.  She didn’t notice Andrea reenter the room.



From Happy@some.time Sun Nov 23 18:32:38 1997
*    *    *    *    *    *    *    *    *
                         W   A   R   N   I   N   G  
                 *    *    *    *    *    *    *    *    *

    T H I S   F I L E   C O N T A I N S  E R O T I C   M A T E R I A L  
     I N C L U D I N G  G R A P H I C    D E S C R I P T I O N    O F    
                            S E X U A L   A C T S.  
                 I F   Y O U   A R E   U N D E R  A G E, 
                 D E L E T E  T H I S   F I L E    N O W!

I F  S E X U A L  C O N T E N T,  A R O U S I N G  S I T U A T I O N S  
 
&  S T R O N G   E R O T I C  L A N G U A G E   D I S T U R B S  Y O U   
 
                 D E L E T E   T H I S   F I L E   N O W!   
  
======================================================================
            The following is intended for readers over 18 years 
                       who can tell fact from fantasy.  
======================================================================

							Sleep Over 2/3
 					(f/f, f/f/F, in, pedo, toys)
							by Mr. Happy


Andrea walked over to the bed and sat down on it.  A startled Meghan
opened her eyes and quickly moved her finger away from her wet pussy. 
Andrea was smiling at her.  Meghan saw that on the bed in front of her
Andrea had an assortment of devices.  Though she had never seen one
before she was pretty sure that they were dildos of some sort.  One of
the dildos was very long, at least 18 inches.  It looked like two cocks
joined together.  There was a head at each end.  The other was quite
large also, though not more then 10 inches in length but at least one
and a half to two inches round.  It was connected to a black harness. 
Meghan stared down at the dildos she didn’t know what to say to Andrea. 
She wanted this to go on and on.  She wanted Andrea to fuck her, to take
her cherry.  But she just didn’t know.

Andrea decided for her. Reaching out Andrea placed her fingers at the
entrance to Meghan’s pussy and began to rub up and down the opening and
along her clit.  Meghan could feel the passion building up inside of her
at Andrea’s touch.  Staring at her Andrea said, “I’ll be much gentler
than any boy would be with you.  It’s so much nicer when you have
someone who cares and wants you to enjoy it too.  Not like a clumsy boy
who is interested in getting his rocks off and doesn’t care about your
feelings.  I can take my time and treat you right.  I’ll make your first
time enjoyable.”  Meghan just stared at Andrea.  She watched as Andrea
stood at the foot of the bed and reached for the dildo with the harness
attached to it.  Slowly Andrea placed it over her pussy hair and pulling
the straps between her legs buckled it into place.  The cock stuck out
from Andrea’s bush.  It looked so lewd, like she had grown a cock.

Meghan just stared at the huge cock as Andrea climbed back into the
bed.  The cock hanging down between her legs.  Meghan could feel her
pussy getting hot.  It felt like some of her juices were beginning to
run down the inner parts of her legs.  Andrea laid down beside Meghan
and kissed her cheek and neck.  Meghan responded by turning toward her
and kissing Andrea back.  There was no turning back for Meghan now.  She
wanted this.  She wanted to fuck Andrea, to pop her cherry.  They turned
to face each other.  Andrea’s hands went to Meghan’s breasts and began
to fondle them, pulling on the nipples and massaging her tits.  Meghan
responded with the same motions.  They kissed wildly for several moments
as the heat of passion continued to build between them.

Meghan reached down and grabbed a hold of the cock between Andrea’s
tender, young thighs.  She could hardly fit her small hands around the
shaft of the dildo, it was that thick.  Meghan broke off the kiss. 
“Andrea, I think it’s too big.  It’s going to hurt too much.”   Andrea
looked into her friends eyes.  She could see the looked of apprehension
in them.  Andrea brought her hand down between Meghan’s thighs and
inserted a finger into her pussy.  It went in easily.  “You’re so wet,
Meghan.  It should slip in easily.”  All the time she was wiggling her
finger back and forth driving her crazy.  Andrea began to slid her body
down the length of Meghan’s stretched out body.  She would stop once in
a while and suck on her tits, biting the nipples and licking the
undersides of each breast.  Andrea kissed her way down over Meghan’s
stomach and stopped at the entrance to her friend’s virgin pussy.

“I’m not going to hurt you, I promise.” she said to Meghan.  Andrea
began to eat her friend’s pussy.  She stuck her tongue in as far as she
could into Meghan’s young cunt.  Meghan let out a small scream at the
feeling of Andrea’s tongue reaching that deep inside her.  Andrea
scooped the juices right out of Meghan, savoring each delicious drop of
her nectar.  Meghan was soaked.  Her pussy was incredibly wet.  Slowly
Andrea crawled over Meghan’s body.  They nipples met and mashed
together.  Andrea’s weight felt wonderful on top of her.  Meghan spread
her legs as far as she could.  Andrea rested the cock on top of Meghan’s
clit.  The pressure from it was driving Meghan out of her mind.  They
kissed like this for a long time.  Sucking each other’s tongues.  

Andrea reached down and grabbing a hold of the cock began to rub it up
and over the entrance to Meghan’s pussy.  Once again Meghan broke off
the kiss and said to her friend, “It’s not going to hurt, is it?” 
Andrea looked at her friend.  “Meghan, I promise I won’t hurt you.”  

“How can you be sure.  That cock looked so big before.  I’ve never done
anything like this before.”

Andrea could see that Meghan was getting ready to back out.  “Meghan,
I’ve never told anyone this.  I never told you how I lost my
virginity.”  Andrea hesitated.  Meghan stared at her wondering if she
was finally going to find out how Andrea had popped her cherry.  “I lost
my virginity just like this.  The only difference was that it wasn’t a
friend who fucked me, it was my mother.”  Meghan couldn’t believe it. 
The thought of Mrs. Cotton fucking Andrea was too fucking hot to
believe.  She could picture in her mind Andrea laying on her back with
her mother between her legs pumping her ass up and down driving the cock
in and out of her daughter.  “So you see, Meghan, I do know that it
won’t hurt that much.”  With that Meghan wrapped her legs around
Andrea’s waist and whispered in her ear, “fuck me good!”  

Andrea slowly guided the dildo into her friend’s eager pussy.  Meghan
began to pull Andrea toward her, trying to get as much of the cock as
she could inside of her.  “Slow down, Meghan, or it is going to hurt.” 
Andrea warned.  Reluctantly Meghan loosened the griped around Andrea’s
ass.  Andrea began kissing Meghan again, the cock slowly entering
Meghan.  Andrea used short little pelvic thrusts to nudge the dildo into
Meghan’s virgin pussy.  Meghan bit her lip to stop from screaming.  She
had never felt so full before in her life.  She felt as if the giant
cock was going to rip her apart, yet at the same time she was incredibly
excited by it.  Andrea was right, it did feel really good.  Andrea was
applying just enough pressure so that the cock went in slowly inch by
inch.  Finally Andrea stopped moving the cock was buried all the way
inside of Meghan.  Andrea rested her full weight on top of her. “I’m all
the way in, Meghan,  Doesn’t it feel good?”

Meghan could only sigh.  It felt so big inside her.  They stayed like
that for a few minutes, kissing and rubbing their tits over each other’s
breasts.  Andrea started to pump her hips up and down, driving the cock
in and out of Meghan’s wet pussy.  The friction that it was creating was
driving Meghan crazy.  Andrea would slowly pull the cock out so that
only the head of the giant cock was still inside and then slowly
reinsert it down to its base.  Meghan began to kiss Andrea hotly.  She
couldn’t believe the feelings she was getting from having the big cock
slid in and out of her pussy.  Once she was comfortable with it she
began to hump her hips up meeting Andrea’s downward thrust.  Andrea’s
ass was pumping the cock deeply into Meghan, the big cock felt wonderful
as the base of it ground onto Andrea’s pussy with each thrust.  Andrea
couldn’t believe Meghan’s reaction to the fucking she was getting.  It
was better then she had dared to hope for. 

Andrea broke off the kiss, much to Meghan’s displeasure.  She slowly
lifted herself off Meghan, keeping her cock buried deeply inside her
friend’s cunt.  She knelt down between her legs.  “I want to watch you
get off.” she told Meghan.  Andrea grabbed Meghan’s legs and pulled her
as close to her as possible.  Looking down Andrea had a great view of
the latex cock buried deep inside Meghan.  The harness was only about an
inch away from the entrance to Meghan’s pussy.  Andrea stared down at
this area noticing how her cunt spread itself open to accept the cock. 
It looked as if it was swallowing it.  Andrea grabbed Meghan’s ankles
and lifted her legs straight up in the air forming a “V”.

Meghan was panting wildly now.  Slowly Andrea began to slid the cock in
and out of Meghan again.  Meghan’s pussy lips clung to the fat cock,
coating it with her juices.  It slid in and out easily.  Andrea watched
the hot action taking place between Meghan’s legs.  Meghan opened her
eyes and watched the concentration that Andrea showed as she pumped her
cock in and out of her.  Andrea’s tits were heaving up and down, Meghan
couldn’t help but want to suck on her nipples while she was getting
fucked by her best friend.  Meghan’s own breasts were bouncing back and
forth from the motion of Andrea’s thrusts.  Andrea began to speed up her
motion.  Suddenly Meghan began to feel a very warm sensation begin to
build up deep in her cunt.

Meghan began to fuck back in a frenzy.  She raised her hips to match
each thrust of Andrea’s.  The two girls were fucking each other like
crazy.  Meghan started to feel light headed.  The room felt as if it was
going to spin.  “Andrea,” Meghan said between pants,”Stop, I...I don’t
know what’s happening... I feel funny...”  Andrea quickened her tempo. 
Her thrusts became more and more pounding.  She watched Meghan’s face. 
“Don’t worry,” Andrea replied between thrusts and breaths, “just go with
it.  You’re going to have your first cock induced orgasm.”  Andrea’s
hips were a blur as the cock drove in and out of Meghan’s wet pussy. 
Meghan went stiff.  Her face contracted.  Andrea grabbed her legs and
continued to pump for all she was worth.  Meghan let out a loud scream
and then went limp.  

Andrea continued to pump her cock in and out of Meghan’s cunt.  She
gently let Meghan’s legs down and then lowered her weight on top of her
friend and got into the missionary position once again.  She began
kissing Meghan’s neck and face.  “Good.  isn’t it?”  Meghan could barely
nod her head her orgasm had ripped through her body sending pleasure to
almost every part of it.  Meghan’s breasts tingled.  “Suck my tits,
Please...”  she begged Andrea.  Andrea reached down and took Meghan’s
nipple into her mouth and began to suck on it.  This drove Meghan wild
as a second orgasm dashed through her.  Though not as intense as the
first it was enough to send shivers to her toes.  They stayed like that
for a few minutes.  Andrea sucking on Meghan’s nipples, the cock still
buried in her pussy.

Andrea lifted her head. “See, it was great wasn’t it?  I told you I
would be gentle.  But the lesson isn’t over yet.”  Andrea, despite
Meghan’s protests, started to get off her.  She slowly withdrew the cock
from Meghan’s hot and wet pussy.  Meghan looked up and saw the cock was
all shiny from her juices.  “Now you have to learn all of it.  How to
please as well as be pleased.”  Andrea, kneeling on the bed, moved so
that she was now kneeling by Meghan’s head.  The cock was inches from
her face.  “You’ve got to learn how to suck cock.  All boys love it.” 
Meghan looked at the cock staring straight at her.  It looked so big
there was no way she could get it into her mouth.  But, hadn’t she said
that about her pussy, and didn’t it go in just fine.  Andrea saw the
look of apprehension on Meghan’s face.  Andrea laid down on the bed,
lacing her hands behind her head she said to Meghan, “This will make it
easier.  I’ll help you out, just don’t be afraid of it.”

Meghan turned around to face her friend.  Andrea was now on her back. 
Her legs were slightly spread.  The cock stuck out from her pubic
hairs.  It stood straight up.  “Come on, get on your hands and knees and
crawl over to it.  Boys love it, just remember to stare at their eyes
not the cock.”  Slowly Meghan crawled over to the cock.  She rested her
elbows on Andrea’s legs and placed one hand timidly around the cock. 
“Now, bring your lips to it and kiss it a couple of times.  Be sure to
lick around the head.”  Meghan did as she was told.  She brought her
lips to the tip of the cock and kissed it several times.  Sticking out
her tongue she licked it up and down the length of the shaft as if it
was a lollipop.  She could taste the salty aftertaste of herself on the
cock.  

“Very good,” Andrea told her friend, “now place your lips around it and
suck on the head.  Remember to twirl your tongue around it too.”  Meghan
parted her lips and took the cock into her mouth.  It felt bigger in her
mouth then it did in her pussy.  She sucked on the head of the cock for
a few minutes.  Her tongue licked the head as it rested there.  “Good,”
Andrea coaxed, her breath getting short, “now start trying to take it as
far as you can down your throat.  Bob your head up and down on it. 
It’ll take a little practice.”  Meghan slowly started to bob her head up
and down the length of the cock.  At first she could hardly get the head
in her mouth then slowly she began to get more and more into it.  Andrea
had begun to massage the sides of her mouth.  Soon she was nuzzling her
lips almost down to the base of the harness.  Andrea was telling her
that she was really good but Meghan hardly heard her.  Her head was
beginning to bob faster and faster on the dick.

Andrea placed her hand on top of Meghan’s head and began to pump her
hips up timing it so that it matched Meghan’s sucking motion. 
“Sometimes,” Andrea was saying, “the boy will want to fuck your mouth as
you blow him.”  Meghan could feel the cock hitting the back of her
throat, it was beginning to get a bit hard to breath the cock was
choking her, yet she continued.  Meghan could feel Andrea’s finger’s
snaking its way between her slightly parted thighs.  Meghan turned her
body so that she was perpendicular to Andrea.  This gave Andrea better
access to her pussy.  Andrea reached up and began to play with Meghan’s
pussy lips.  She rubbed up and down the entrance to Meghan’s cunt. 
Slowly she inched one finger into it.  Meghan never lost a beat, her
head continued to bob up and down over the cock.

Andrea placed a second finger inside of Meghan and began to pump the
fingers in and out of her juicy cunt.  Meghan getting caught up in it
began to thrust her hips back fucking Andrea’s fingers.  Their rhythm
matched each others and soon when Andrea’s fingers plunged deep into
Meghan her head would be coming up on the cock.  Meghan’s was rocking on
her knees meeting each thrust from Andrea’s fingers.  Andrea’s fingers 
continued to fuck her until Meghan’s third orgasm ripped through her
body.  Meghan let the cock slip from her lips and then fell on top of
Andrea  she could smell the juices from Andrea’s pussy flowing hotly.

Andrea was ready for more.  She had Meghan get off her.  Meghan laid
there waiting for what was next.  Andrea reached around her and took off
the fake cock.  She grabbed the double headed dildo and brought it
between where she and Meghan were resting.  “With this,” she said, “we
can fuck each other at the same time.  Pretty cool, huh?”  Meghan stared
at the huge dildo.  This would be quite interesting.  But first she had
to do something.  While Andrea laid there Meghan got up on her hands and
knees and crawled over to her friend.  “What are you doing?” Andrea
asked.

“I’m going to take care of you for a few minutes.”  With that Meghan
moved between Andrea’s thigh and lowered her mouth to Andrea’s pussy. 
She began by sucking on her clit and pussy lips.  Andrea let out a low
moan of satisfaction as she felt Meghan’s mouth clamp down on her
pussy.  Meghan sucked her for a few minutes, savoring the taste of
Andrea’s wet box.  She slowly started to lick up and down the length of
her slit.  She would bury her tongue within the folds of Andrea’s cunt
and scoop out as much of her friend’s pussy juice as possible.  Andrea
reacted to this by grabbing a hold of Meghan’s head and trying to move
her mouth and tongue to different areas of her cunt.

Andrea instinctively drew her knees up and spread her legs further
apart.  This gave Meghan more access to her.  Meghan clamped her mouth
once again on Andrea’s pussy however this time she stuck her tongue in
as far as she could and began to fuck Andrea with her tongue.  Meghan’s
tongue was sliding in and out of Andrea quite quickly.  It was driving
Andrea mad the feeling of Meghan’s tongue probing deeper and deeper
inside her wet cunt.  Meghan had reached around and had grabbed hold of
Andrea’s hips to keep her mouth attached to Andrea’s cunt.  Andrea was
moaning quite loudly now she had begun to thrash about wildly on the
bed.  Yet Meghan never lost her grip and continued to fuck Andrea with
her tongue driving it in and out of her faster and faster.

Andrea screamed and then went limp.  Meghan switched and had started to
lick up and down the length of her pussy again.  When she moved her face
away from her cunt it was coated with Andrea’s juices.  Meghan crawled
up over Andrea and the two girls kissed each other deeply.  Andrea
licked her own juices off of Meghan’s face.  

Andrea recovered and told Meghan to lay back down on the bed.  Meghan
did as she was instructed and spread her legs too.  Andrea took the two
headed dildo and rubbed it up and down over the entrance to Meghan’s
pussy getting it wet and slippery so that it would slid in real easy. 
Slowly she began to inch the dildo into Meghan’s well used pussy.  She
watched as her cunt swallowed the dildo, engulfing it as the head
disappeared into Meghan.  Meghan was biting her lip the feeling of being
filled was great.  It felt like Andrea was stretching her to the limit. 
“There,” Andrea said looking down at the dildo sticking out of Meghan’s
pussy. “All set.  Now I’ll place the other end inside me.  Then we can
fuck each other.  You’ll want to get up on your elbows and watch.”

Meghan did as suggested and got up on her elbows to watch the dildo
enter Andrea’s wet pussy.  Meghan stared at the dildo sticking out of
her cunt.  It looked really wild to her to see a cock coming out of her
pussy with a head on the other end of it.  When Andrea grabbed the dildo
and positioned it at the entrance to her cunt Meghan could feel the
slightest movement of the dildo deep inside her.  She watched as Andrea
laid down opposite of her and spread her thighs wide.  She scooted up so
that their pussies were only a few inches apart.  Andrea began to rub
the cock over the entrance to her own cunt getting it slick.  “Andrea,”
Meghan said, “let me put it inside you.”  She reached over and taking
the dildo in her hand rubbed it up and down Andrea’s pussy lips.  Slowly
she inserted it into her friend’s pussy.  Meghan watched intently as the
huge dildo disappeared into her.  Andrea’s cunt seemed to swallow it
up.  Soon all that was between them was a 2 or 3 inch piece of latex. 
The dildo was buried to the hilt in both of them.

Meghan couldn’t believe the feeling that the didldo was sending
throughout her body.  The slightest little move that Andrea made sent
the cock into her pussy.  Meghan figured that it must be the same for
Andrea.  She wiggled her hips slightly to see what reaction she would
get from Andrea.  Andrea responded by moaning and telling her very
graphically that she could feel the dildo fucking her with every
movement.  The two girls began to hump their hips forward fucking the
cock on both ends.  Every time that Andrea humped forward the cock slid
into Meghan, the pressure that Andrea felt on the other end was
tremendous.  Her cock was fucking her right back.  

Meghan watched, fascinated, as their two pussies came closer and closer
to actually touching each other while they fucked.  Meghan watched
Andrea’s tits bouncing up and down in response to the motion of their
two young bodies.  She stared as the dildo disappeared into both of
their cunts at the same time sending the same shock waves through each
of their bodies.  Meghan reached up and grabbing her tits began to pull
and pinch her nipples sending shivers throughout her body.  She loved
the feeling of fucking Andrea this way and getting fucked in return. 
She never closed her eyes even though the pleasure was getting to be too
much for her.

Andrea reached down and grabbed a hold of Meghan’s legs which were over
her own and pulled Meghan even closer to her so that she could use
Meghan’s body to help her fuck her.  She pulled Meghan close and could
feel the cock inside her pussy pushing up against her.  Meghan was hot
she was really enjoying this.  Meghan did the same grabbing onto
Andrea’s legs and pulling her close so that they could fuck at a much
more accelerated pace.  They fucked like that for a few minutes building
up quite a sweat.  Andrea slowed down first much to Meghan’s
disappointment.  “I’ve got something new for us to try” she told her
friend.  Slowly she withdrew the cock from Meghan’s pussy.  Meghan
looked down and watched as the huge cock slid out of her.  She stared
intensely as Andrea then took the cock out of herself too.  “Quick, get
on your hands and knees”  she ordered Meghan.

Meghan did as she was told.  She turned over quickly and got on her
hands and knees in front of Andrea.  Her legs were slightly spread.  She
could feel her pussy juice dripping down her inner thighs with
anticipation of what was to come.  Her breasts hung down, her nipples
extremely sensitive to the touch.  She looked back over her shoulder
aware that her ass was up and that Andrea was staring at her pussy. 
Without saying anything to her, Andrea took the fake cock and rubbed it
up and over the entrance to Meghan’s cunt.  Meghan couldn’t contain the
pleasure and let out a low moan as the head of the dildo glided over her
soft, puffy pussy lips.  It sent tingles throughout her body as the head
of it found its place between the folds of her pussy and slowly was
worked inside her.

Andrea slowly worked the cock into Meghan once again.  It slid in easily
into Meghan’s dripping wet pussy.  Meghan had put her head down now so
that her ass was sticking up in the air.  The pleasure of the cock was
getting to be too much for her.  Andrea began to fuck Meghan with the
cock real slow.  Meghan didn’t know if she meant to or not.  Andrea’s
motion was doing it because she was slowly inching the cock in in quick
jagged motions.  Andrea was satisfied once she had about 6 inches firmly
placed in Meghan.  She stopped to look at Meghan at that point.  The
fake cock stuck out of her really wildly.  It looked, almost, like a
real cock was sticking out of her cunt.  “This looks soooo hot Meghan.” 
Andrea told her friend.  Meghan lifted her head and looked around once
again just in time to see Andrea take the cock in her hand and slowly
bring it to her lips and begin bobbing her head up and down on the cock.

Andrea began blowing the cock sticking out of Meghan’s pussy.  Meghan
couldn't believe the feeling that was sent through her body every time
that Andrea’s head bobbed up and down on the cock.  The motion was
fucking her again.  Andrea loved sucking on the cock, she could taste
herself on the end of it.  She knew that her motions here was driving
Meghan mad.  Meghan had begun to breath real heavily now.  She was
panting.  Andrea placed her small hand around the cock and started to
drive it in and out of her mouth and Meghan’s cunt at the same time. 
Meghan could feel her orgasm building up in her again.  She didn’t know
if she could handle it again.

Suddenly Andrea stopped and took her mouth from the cock.  Before she
could protest, Andrea had turned around and was on her hands and knees. 
Her ass only inches away from Meghan’s.  Meghan felt her reach up and
grab the cock again.  This time she began to feed the other end into
herself again.  Each girl now had about 6 inches of the monster cock in
them.  “Okay Meghan, start rocking back and forth.  Let’s really fuck!” 
Andrea started.  She began to rock her hips back and forth, humping her
ass toward Meghan’s.  Meghan began to do the same thing.  With each
thrust they could feel the cock fucking them.  They began to work a
rhythm so that they timed their thrusts just right so that they both had
the cock thrusting into themselves together.  Meghan couldn’t believe it
the feeling was wonderful.

The two young girls began to hump faster and faster.  Soon their asses
were slapping up against each other their thrusting had gotten so
intense.  Meghan couldn’t believe it.  That meant that they each had
over nine inches of the cock in them when their asses touched together. 
Meghan felt so stretched out.  She could feel the cock reaching the
inner most parts of her young pussy.  Andrea was like a machine, humping
her hips back and forth driving the cock in and out of Meghan’s and
her’s cunt.  They were fucking like wild the sound of their asses
slapping together sounded incredibly loud to Meghan.  Everytime she
humped her hips she could feel the cock reaching the inner most parts of
her young pussy.  The pleasure was beginning to get unbearable.  That
was when Andrea broke the moment again.

“What the fuck are you doing!” an angry and exhausted Meghan yelled to
her friend.  Meghan’s ass was still up in the air as Andrea pulled the
cock out of her.  

“Get on your back again.”  Andrea begged, “I want to watch you cum!” 
Quickly Meghan turned over and spread her legs in anticipation of Andrea
mounting her.  Andrea knelt in front of Meghan and taking the double
dong began to work it into her own cunt again.  She then positioned
herself so that she was between Meghan’s spread thighs.  Taking the cock
in her hand Andrea slowly worked the cock into Meghan’s wet hole.  “Now
we fuck each other.”  she said to Meghan.  Andrea began to pump her hips
up and down driving the cock in and out of Meghan’s juicy pussy.  With
each pump of her hips she was not only fucking Meghan but also fucking
herself on the cock.  Andrea rested her weight on top of Meghan, their
tits mashing each others.  Their nipples finding the other girls’ and
sending tingles throughout each others bodies.

Meghan reached up and began to kiss Andrea on the mouth as Andrea
continued to pound her cock in and out of Meghan’s cunt.  Meghan had
begun to also pump her hips matching Andrea’s thrusts with those of her
own.  Andrea’s ass pumped up and down faster and faster driving the cock
deeper and deeper into Meghan.  Never breaking their kiss they began to
cum together.  Both girls in a fucking frenzy.  Andrea’s thrusts not
only sent the cock into Meghan but she could also feel the resistance
when the cock reached as far as it could go inside Meghan.  Their cum
was wild, each of them grabbing on to the other and hugging and kissing
until their orgasms subsided.  Meghan couldn’t believe the feeling she
had from just getting fucked by her best friend.

As they laid there, Andrea on top of Meghan, both girls trying to catch
their breath, that was when they heard the clapping sound coming from
the doorway.  Standing there, obviously drunk, was Andrea’s mother.  She
had a wicked smile on her face.  She continued to clap as she walked
towards the bed.  Meghan was embarrassed, they quickly untangled from
each other and trying to hide the dildo pulled the covers over them to
hide.  As she walked over to the bed she began to undress herself.  Not
that she was wearing all that much to begin with.  She took off her
halter top freeing a large pair of tits and then removed her leather
miniskirt.  She wore no underwear.  She reached the bed and sitting on
it slowly pulled the covers away from the two girls.  All three of them
were naked.  They stared at one another.



From Happy@some.time Sun Nov 23 18:35:39 1997
*    *    *    *    *    *    *    *    *
                         W   A   R   N   I   N   G  
                 *    *    *    *    *    *    *    *    *

    T H I S   F I L E   C O N T A I N S  E R O T I C   M A T E R I A L  
     I N C L U D I N G  G R A P H I C    D E S C R I P T I O N    O F    
                            S E X U A L   A C T S.  
                 I F   Y O U   A R E   U N D E R  A G E, 
                 D E L E T E  T H I S   F I L E    N O W!

I F  S E X U A L  C O N T E N T,  A R O U S I N G  S I T U A T I O N S  
 
&  S T R O N G   E R O T I C  L A N G U A G E   D I S T U R B S  Y O U   
 
                 D E L E T E   T H I S   F I L E   N O W!   
  
======================================================================
            The following is intended for readers over 18 years 
                       who can tell fact from fantasy.  
======================================================================

							Sleep Over 3/3
 					(f/f, f/f/F, in, pedo, toys)
							by Mr. Happy


“She looks positively wonderful.” She said to Andrea.  “Is she hot?” she
asked her daughter.  Reaching out Mrs. Cotton touched Meghan’s pussy
with her hand.  “She is very wet.” she stated to no one in particular. 
She began to pat and rub Meghan’s pussy.  Meghan didn’t move she was too
startled to think.  Her best friend’s mother was playing with her
pussy.  With her other hand, Mrs. Cotton reached for Andrea’s cunt and
began to play with her too.  “She’s almost as wet as you are Andrea.” 
She positioned her middlefingers so that they slid easily into each of
the young girls’ waiting pussies.  She pumped her fingers in and out of
them.  Meghan was to dumbfounded to react at first.  She stared at Mrs.
Cotton’s tits.  They were so much bigger then hers or Andrea’s  

Andrea had her eyes closed Meghan could see, she was enjoying this. 
Meghan was too.  While she still fingered Andrea’s pussy Mrs. Cotton
slowly bent down so that her mouth wAs now only inches away from
Meghan’s cunt.  “Andrea is good,” she said to Meghan, “after all I
taught her how to eat pussy, but I’m better.”  At that moment she
brought her mouth in contact with MeghAn’s young and tender pussy. 
Meghan couldn’t believe how hot her mouth was, or how talented her
tongue was.  Mrs. Cotton’s tongue was dancing all over Meghan’s pussy. 
Meghan instinctively spread her legs as far apart as she could giving
her even more access to her pussy.  

Mrs. Cotton had crawled between Meghan’s legs, her own ass was now
sticking up in the air.  She took her mouth off Meghan’s cunt only once
to tell Andrea to come over there and lick her pussy.. Andrea followed
her mother’s directions quickly.  In no time she was behind her mother
and was licking up and down her mother’s slit from behind.  Meghan could
not believe the wonderful things that her tongue was doing to her.  She
felt like she was on the brink of another orgasm.  Mrs. Cotton made her
tongue into a scoop and began to fuck Meghan with it.  Andrea in the
meantime was trying to stick her tongue as far up inside her mother’s
pussy a she was able to do.  Meghan looked up and could see Andrea’s
eyes just over the peak of Mrs. Cotton’s ass.

Mrs. Cotton got up and looking at Meghan said, “Put on the cock.  I need
to get fucked tonight.”  Andrea went over to Meghan with the fake cock
in her hand and helped Meghan to put it on.  Mrs. Cotton had laid down
on the bed.  “Come on over here.”  she said to Meghan.  Meghan looked
down and couldn’t believe the Mrs. Cotton was laying there with her legs
spread wide waiting for her to fuck her.  Meghan crawled inbetween her
legs and taking the cock in her hand she proceeded to penetrate her
pussy.  She watched as the cock disappeared into Mrs. Cotton cunt.  It
went in easier then it had for Andrea.  She knelt there for a few
minutes like that with her cock inside Andrea’s mother.  Mrs. Cotton
reached up and began to play with Meghan’s tits.  “Come on, start
fucking me.” she yelled at Meghan.  Meghan started to pump the cock in
and out of her, quicker and quicker.  She motioned for Andrea to come
over and sit and her face as Meghan fucked her.

Andrea squatted over her mother’s face and slowly lowered her dripping
pussy onto her mother’s mouth.  Mrs. Cotton didn’t waste any time.  She
grabbed a hold of Andrea and forced her down hard onto her mouth.  Her
tongue snaked its way into her daughter’s wet hole and began to slurp
her cunt wildly.  Andrea threw her head back in ecstasy as her mother
ate her out.  Meghan watched Andrea’s mother’s tongue lick back and
forth over Andrea’s smooth pussy.  She could actually see Mrs. Cotton’s
tongue slipping in and out of Andrea’s pussy in and out of the folds of
her pussy lips.

Mrs. Cotton had drawn her knees up and had spread her thighs wide
apart.  Meghan had moved right in and was fucking her with quick rapid
strokes driving the cock in and out of her cunt.  She watched as the
cock would disappear and then reappear all wet from her juices.  Andrea
was squatting over her mother’s face rubbing her cunt onto her mother’s
tongue.  Mrs. Cotton was beginning to moan loudly as Meghan continued to
pump the dildo in and out. Meghan reached down and finding her clit
began to rub it with her thumb.  Andrea’s breathing was getting faster
and faster.  Andrea got up and turned around quickly so that she was now
facing Meghan.  She placed her cunt back down on her mother’s mouth. 
“I... I.. I want to watch...you fuck...her” she said.  

With the audience Meghan began fucking her faster and faster now. 
Slowly Andrea bent down so that she was lying on top of her mother.  She
began to lick her mother’s pussy as the cock was pumping in and out of
her mother’s cunt.  Mrs. Cotton continued to suck her daughter off. 
Meghan watched as Andrea would lick the length of the cock as it slid
out of her mother and then lick it again as it was placed back inside
her.  Meghan decided to try something new and after fucking Mrs. Cotton
with 4 or 5 good strong strokes she withdrew the cock completely and
inserted into Andrea’s mouth and fucked her mouth for 4 or 5 strokes.  
She would then withdraw the cock from Andrea’s mouth and reinsert it
into Mrs. Cotton’s pussy.  Meghan loved the thought of having Andrea
suck her cock after it had been inside Andrea’s mother and was coated
with her pussy juices.

Andrea would slurp at the cock as it plunged in and out of her mouth. 
She tried to get as much of her mother’s juices off the cock as
possible.  Meghan pulled the cock out of her mouth and quickly
reinserted it into Mrs. Cotton wide open pussy.  The dildo slid in
quickly and easily as her cunt engulfed the latex cock.  She rammed it
in to the base of the cock.  Andrea bending down, licked the cock as it
slammed into her mother’s wet hole.  Meghan continued doing this for a
while fucking both Andrea and her mother in this manner.  Quite suddenly
Mrs. Cotton pulled Andrea off her face.  “Andrea, get the other strap-on
out of my dresser.”  Andrea quickly went to get the other dildo as
Meghan continued to fuck her faster and faster.  

Andrea came in strapping the cock onto place.  The cock was big and
black and looked really lewd sticking out of Andrea’s pubic area like it
did.  Mrs. Cotton told Meghan to pull out and lie down on the floor. 
She quickly straddled Meghan’s young body and lowered her pussy onto
Meghan cock that was sticking straight up.. She let out a low moan as
the cock slid deeply into her cunt again.  She leaned over and began to
kiss and lick Meghan’s face and breasts.  “Fuck me Meghan, pump your
hips up and down.”

“Okay, Mrs. Cotton” she responded.  She began pumping the cock in and
out of her using the force of her hips.  Mrs. Cotton began to hump back,
grinding her pussy into the dildo.

“Breathlessly she said to Meghan, “I think...you can call me...Donna,
now”  and began to fuck her faster and faster.  The dildo was grinding
into Meghan’s pussy causing her a lot of pleasure yet some pain too. 
“Andrea, Lick my ass.”  Obediently, Andrea bent over and began to lick
her mother’s asshole with her tongue.  She rimmed her good.  Andrea, at
one point bent down real low and licked the cock as it was fucking in
and out of her mother.  “Stick your tongue in my ass.”

“Yes, Mom.” Andrea said and then forced her tongue as deeply as she
could into her mother’s ass.  Mrs. Cotton continued to kiss Meghan,
driving her tongue into Meghan’s mouth.  Meghan was panting now, out of
breath from fucking her with all her might.  Mrs. Cotton stopped the
fucking motion and pulling away from Meghan’s mouth told Andrea to
slowly stick her cock up her ass.

Andrea spit into her hand and rubbed it all over the cock.  She took her
cock in her hand and slowly pushed it up against her Mother’s asshole. 
She pushed back on the cock and slowly it eased its way in to her ass. 
Andrea watched as her mother’s asshole opened wide to take the fat black
cock in.  It looked really wild the black cock penetrating the creamy
whiteness of her mother’s ass.  Slowly she inched the cock into her
mother.  Mrs. Cotton let out a scream of pleasure pain as the cock
stretched her asshole wide.

“Okay,” Mrs. Cotton panted. “now start fucking me together.”  Both girls
began to pump their pricks in and out of her.  From her angle, Andrea
could watch both cocks slid in and out of her mother.  Meghan was
driving her hips up and down.  With each thrust, Andrea could feel
Meghan’s cock hit against her own cock inside of her mother.  Mrs.
Cotton was moaning quite loudly now as both cocks slid in and out of her
ass and pussy in unison.  When Meghan pulled out, Andrea timed it just
right so that she was thrusting in.  Mrs. Cotton let out a really loud
scream and then shook from the force of her orgasm.  Meghan was a bit
taken back from her orgasm and stopped pumping her cock.  When she
regained her composure she told the girls to pullout.

“That was fucking great”, she said. “Now let’s have some real fun.” 
Mrs. Cotton began to tell the girls what to do.  Mrs. Cotton sat at the
edge of the bed.  She ordered Meghan over to her on her knees in front
of her.  Meghan was now staring at the pussy she had just fucked. 
“Meghan, take off the cock”.  she ordered.  “I want you to lick my
pussy.”  Meghan bent down so that her face was inches from Mrs. Cotton’s
cunt.  She could smell the scent of a woman aroused.  Tentatively she
stuck out her tongue and made contact with her pussy.  Meghan rested her
arms on Mrs. Cotton’s outstretched thighs and using her fingers opened
her cunt for better access.  Slowly Meghan licked up and down the length
of Mrs. Cotton’s twat.  She flattened out her tongue and roughly licked
at the opening rubbing her tongue up and down the length of her pussy
lips.  Mrs. Cotton let out a low moan of pleasure as she felt Meghan’s
tongue make its first few swipes over it.

Meghan stared up at Mrs. Cotton as she licked her pussy.  She was
captivated by the look of pleasure on her face.  She was going to make
this great.  Andrea was sitting off to the side waiting for her
instructions.  She knew better then to join in until her mother told her
to.  “Andrea”, her mother moaned, “Fuck Meghan from behind.”  Obediently
Andrea went up behind Meghan.  Getting on her knees she took the cock in
hand and rubbed it up and down the entrance to Meghan’s juicy cunt. 
Meghan moaned into Mrs. Cotton’s cunt as the cock touched the outer lips
of her pussy.  

“Smack her ass first,” her mother ordered her.  Andrea brought her
delicate little hand down hard on Meghan’s ass.  The smacking sound fill
the air as Meghan yelped into Mrs. Cotton’s cunt.  “Again!” she ordered
and again Andrea obeyed bringing her hand down hard on her friend’s
backside.  Mrs. Cotton kept yelling again and again.  With each whack
Meghan licked a little harder and a little faster.   Meghan’s ass was
turning bright red from the spanking.  Yet she loved the pain that was
associated with it.  Mrs. Cotton had began to hump her cunt against
Meghan’s tender lips and was rubbing her pussy against her face. 

“Now stick your cock in her, slowly.  I want to keep her waiting for
it.” she hissed to her daughter. Slowly, Andrea inched forward until the
cock began to disappear into her friend’s pussy.  The huge black cock
pierced the creamy white folds of Meghan’s cunt.  Meghan’s cunt seemed
to swallow the huge black cock.  Andrea watched as Meghan never stopped
licking her mother’s cunt while the cock slowly filled her from behind. 
“Spank her again!”  her mother ordered and Andrea brought her hand down
hard as the cock was about half way inside Meghan.  Meghan moaned loudly
but never once did she stop licking and sucking on the cunt in front of
her.  Andrea loved the way Meghan’s pussy seemed to engulf the cock,
taking it in slowly, a little at a time.  

Andrea had the cock buried to its based inside her friend.  Meghan had
never felt so filled in all her life.  The cock felt like it was
stretching her cunt wide open.  Her ass was stinging and mixed with the
cock it felt wonderful to her.  “Now fuck her slowly, take it out a
little bit at a time and fuck her like that.  Lets see if we can drive
her crazy.”  She told her daughter.  Andrea, being a good daughter, did
what she was told.  She began to slowly withdraw the cock and then
slowly reinserted it inside Meghan.  Meghan could not believe the
feelings she was getting from the cock.  She tried to buck her ass up
against the cock to get more of it in her but each time she did Mrs.
Cotton had Andrea stop until Meghan stopped.  They fucked like this for
a little while.

“Now fuck her hard and fuck her fast Andrea.” Mrs. Cotton said with a
deep growl in her voice as her own orgasm was beginning to approach. 
Andrea had been waiting for this.  She grabbed onto Meghan’s hips right
where they began to flair out and started to ram the big black cock in
and out of her friend.  She watched in amazement as Meghan’s cunt
expanded to take the fat cock.  The sides of her pussy clung to the cock
as it went in and out of her.  Andrea was driving the cock, slapping her
hips against Meghan’s ass.  

Meghan continued to lick and suck Andrea’s mother’s cunt, never
stopping.  Her body was rocking with the force from Andrea’s thrusts. 
She used the motion to start driving her tongue into Mrs. Cotton’s
pussy, basically fucking her with her tongue.  She started to see just
how much of her tongue she could get into her hole.  Meghan plastered
her mouth on Mrs. Cotton’s pussy and utilizing Andrea’s motion fucked
her tongue in and out of it.

Mrs. Cotton grabbed onto Meghan’s head and pressed her cunt tightly
against Meghan’s girlish face as her orgasm began to rip through her
body.  Meghan was finding it had to breath yet the cock in her pussy and
her tongue in the older women’s pussy made it bearable.  Mrs. Cotton let
out a loud scream as she flooded Meghan’s mouth with her pussy juice. 
Meghan realizing what had happened began to lap up as much of her juice
as possible.  Andrea quickened her tempo and was thrusting the cock in
and out of Meghan driving her wild.

Mrs. Cotton released Meghan’s head and allowed her to pull away. 
Meghan’s face was wet from her juices.  She had pussy juice smeared all
over her mouth and nose.  Meghan draped her head down as Andrea pounded
the fake cock in and out of her.  She felt like a little slut and loved
it.  She shamelessly began to fuck back meeting Andrea’s thrusts with
thrusts of her own.  All she wanted was the release from her own orgasm
that’s all that mattered.  She didn’t care if someone was watching now,
or that it was her best friend wearing a strap-on dildo fucking her. 
She just wanted to cum.  

That’s when she heard Mrs. Cotton. “That's enough Andrea.” she had said,
“Pull out.  I got a better idea.”  Meghan couldn’t believe it.  She was
so close.  She continued to hump her ass back against the cock.  “Ma,
come on.  Give Meghan a break.”  Andrea pleaded for her friend sensing
that she was close to cumming from the passion of her thrusts.  

“I said pull out or I’ll stop this little party right now and send her
home.  Then you won’t get anything tonight.”  Mrs. Cotton replied. 
Slowly Andrea withdrew the cock from Meghan who began to beg. “Please
keep fucking me. Please let her fuck Mrs. Cotton, please!”  

“Sorry, Meghan.”  There was a mocking tone in her voice.  “I want to see
you do something else.  Turn around.”  Reluctantly, Meghan turned
around.  The cock was now at her eye level.  She could see the wetness
glistening off it.  She could not help but to think that that cock was
just inside her.  It looked so big standing there in front of her like
this sticking out from her friend’s pubic mound.  Andrea knelt there
looking down at Meghan.  “Alright Andrea,” her mother said, “ Stand up
now so that Meghan can kneel in front of you correctly.”

Andrea stood up and Meghan knelt in front of her.  The cock was now just
inches from her mouth.  Meghan thought to herself that if she went along
with this she might just get a chance to cum yet.  Andrea looking down
again liked what she saw.  There was Meghan, her mouth inches from the
cock.  From this angle Meghan’s tits looked quite attractive, her
nipples big.  Meghan was staring at the cock waiting for her next
orders.  “Okay.  Now I want to see you suck it Meghan.  I want you to
suck it like you licked my pussy.  If you do it good enough I’ll let her
finish fucking you.”

With that Meghan reached up and taking the cock in her hand brought the
tip of it to her mouth and began to lick it.  She could taste herself on
the cock.  She liked the taste.  It excited her to know that she had
just been fucked with it and now it was going to be in her mouth. 
“Andrea,” her mother barked, “I want to see you fuck her face.  Fuck her
good too.  The little slut really wants it.”  Then she laughed.  Meghan
didn’t hardly notice she had began to deep throat the massive cock the
best she could.  She began to really get into sucking the fake cock. 
Andrea grabbed a hold of her head on both sides and started to feed the
cock deeper and deeper into her friend’s anxious mouth.

Meghan sucked on the cock like she had been doing it all her life.  The
cock slid easily in and out between her pouted lips.  It was all wet
from her saliva.  Andrea bucked her hips back and forth effectively
fucking Meghan’s mouth with the giant strap on cock.  Mrs. Cotton sat
there watching her daughter fuck her best friend’s mouth and started to
play with herself.  One of her hands was pinching the nipple on her tit
while the other had snaked its way down to her cunt and was easily
sliding a finger in and out of her wet, hot pussy.  Her middle finger
would slid inside herself and withdraw making little rings around her
very swollen clit.  She fucked her finger in and out of herself building
up a tempo.  She watched as Meghan continued to deep throat the cock
sliding between those lips that until tonight had been virgin
territory.  

Mrs. Cotton slid in a second and then a third finger into her wet, well
lubricated, hole.  Andrea watched as her mother played with herself as
she fucked Meghan’s mouth with the huge cock.  Andrea’s eyes were glued
to that junction between her mother’s legs as her mother’s fingers began
to move faster and faster drilling her cunt.  Suddenly her mother
stopped and withdrew her fingers from her red, swollen pussy.  She got
off the couch and walked over to Andrea and Meghan.  Mrs. Cotton placed
her wet fingers into her daughter’s mouth and Andrea started to suck on
them loving the taste of her mother’s juice on them.

She sucked on them for a few minutes until Mrs. Cotton pulled her
fingers out and walked around behind Meghan.  Kneeling down behind her
she slowly bent forward until her mouth was only inches away from
Meghan’s ass and pussy.  Slowly she pried open Meghan’s cheeks and
started to lick Meghan’s asshole and butt.  Meghan shivered when she
first felt Mrs. Cotton’s tongue rub over her anus.  It felt to Meghan
like Mrs. Cotton was trying to force her entire tongue up her ass. 
Using her thumbs Mrs. Cotton spread the entrance to Meghan’s pussy open
and slowly worked her tongue down to her glistening wet hole.  Yet
Meghan continued to deep throat the fake cock that her girlfriend was
wearing.

Using her tongue like a scoop, Mrs. Cotton began to lick Meghan’s cunt. 
She licked from the top of her pussy to the bottom of it never missing a
stroke.  She licked slowly driving Meghan nuts.  
Meghan began to hump her ass backwards onto Mrs. Cotton’s tongue.  She
really was a great pussy licker.  Meghan felt funny she timed her
thrusts with the sucking she was doing on Andrea’s fake cock.  Her body
rocked in perfect motion as she felt her orgasm begin to build up inside
her.

Mrs. Cotton had reached over and grabbed the other strap-on and very
deftly put it on without once taking her tongue away from Meghan’s
cunt.  Mrs. Cotton knelt behind Meghan, much to her disappoint, but
quickly aimed the cock at the entrance of Meghan’s pussy.  She rubbed
the cock up and down the length of her daughter’s friend’s pussy and
with one quick thrust buried the fake cock deep into her cunt.  Meghan
let out a stifled scream as the massive fake cock filled her so
quickly.  Mrs. Cotton pumped that cock in and out of Meghan deeper and
deeper mercilessly.  She grabbed onto Meghan’s hips and drove the cock
pounding her hips hard against MeghAn’s ass.

Meghan was taken back by the force and lost her concentration on sucking
Andrea’s cock.   “Keep sucking her cock, Meghan.  or I’ll stop”  Mrs.
Cotton told her emphasizing each word by pounding the cock deeper and
deeper into Meghan.  Meghan regained her tempo.  She felt as if Andrea’s
cock was going to choke her yet she didn’t want Mrs. Cotton to stop
fucking her either.  Andrea had grabbed onto Meghan’s hair and began to
fuck her friend’s face with the cock.  Suddenly Meghan’s whole body
tensed and her orgasm ripped through her.  She collapsed with both cocks
still in her.

Mrs. Cotton pulled the cock out of Meghan who was exhausted.  “ Andrea,
take off the cock and come over her.” her mother commanded.  “Show
Meghan how to suck a cock, like I showed you.”  Meghan watched as Andrea
went over to where her mother lay and taking the cock in her hand began
to lick up and down the shaft of the cock.  Andrea could taste Meghan on
the fake cock.  She liked Meghan’s taste.  Slowly she began to take more
And more of the cock into her mouth.  Mrs. Cotton placed her hand on the
top of Andrea’s hand and slowly began to fuck her daughter’s mouth with
her cock.  Meghan watched as Mrs. Cotton fed more and more of the cock
into Andrea’s mouth.  Andrea’s head was now bobbing up and down the
length of the cock sucking and licking on it.  

Andrea pulled away and squatted over her mother.  They then got into a
69 position.  Mrs. Cotton reached up and began to lick and suck on
Andrea’s pussy.  From her position Meghan could see her mother’s tongue
sliding up and down Andrea’s pussy.  She watched as her tongue entered
Andrea’s cunt and licked it.  Andrea was continuing to suck on the fake
cock.  She had snaked one hand down and was playing with her mother’s
pussy.

Andrea moved her body down and straddling the cock slowly lowered her
cunt down on top of it.  It entered her quickly.  Meghan watched as it
disappeared into Andrea.  Mrs. Cotton held onto Andrea’s hips and helped
her pump up and down on the cock.  Meghan watched the cock go in and out
of Andrea.  The cock was all shiny and wet.  Meghan had unconsciously
reached down and had began to pump a finger in and out of her own cunt
as she watched the mother and daughter fuck each other.  

Meghan got up and went over to where Mrs. Cotton lay.  She straddled
Mrs. Cotton’s face and slowly brought her cunt down on to her face. 
Mrs. Cotton quickly stuck out her tongue and began to fuck Meghan’s
pussy with it.


=====================================================================

Well that's it for this story.  It was one of my longer ones.  I wrote
it close to 6 years ago.  If you liked it let me know by posting to this
newsgroup.

Happy, Happy, Joy, Joy!!!



