The Guest

The kiss progressed slowly with neither girl wanting to rush anything. Olivia's free hand caressed Penny's hip down to her thigh in a slow motion. Penny's just rested at Olivia's waist as if she were still unsure of what to do. She felt like a virgin, like this was her first time all over again. In a way it was and, in more ways than one, this time so far was a lot better.

With a gentle shove Olivia pushed Penny onto her back and got on her knees above her before moving onto the next step. Never breaking the kiss she brought her hands to Penny's breasts to toy with the soft, small mounds of flesh and the hard nipples at their center.

Penny squirmed under Olivia's tender fondling. First one breast then the other using the same thoroughness she had on Penny's feet. Penny was quickly falling with Olivia's hands. No man had ever made her feel this good. Penny felt compelled to reciprocate.

Tentatively she reached up to touch Olivia's breasts. At first her touch was light and feathery, but Olivia's groans gave her courage. Her fingers found their way quickly to Olivia's hard nipples, pinching and pulling on the turgid peaks of flesh.

"God," Olivia whispered as she broke away from Penny's lips to kiss her ear, "You are so beautiful."

"Oh, Olivia," Penny responded breathlessly, "You're driving me crazy." Olivia just moaned sweetly as her kisses migrated down the side of Penny's face to her neck and back up to her chin before placing another loving kiss on those sweet lips. Penny gladly accepted her kiss while she felt Olivia's hands begin to move down her body tracing her ribs as she made her down to the sticky, sweet treasure between Penny's legs.

Pausing for a moment at Penny's navel Olivia traced a circle around the intriguing bit of anatomy making a mental note to place a loving kiss there later. Penny's patience was beginning to wear thin. Luckily she didn't have much longer to wait. The teasing was about to come to an end.

As Olivia's kisses moved back to Penny's ear Penny felt Olivia's hand hovering above her mound. When they finally reached her swollen folds she responded by letting out a long hiss. Penny's back arched involuntarily as her friend's fingers delved into her depths ease curling up as her palm rubbed hard against her clit.

"So beautiful," Olivia whispered again and again as she fucked Penny's pussy slowly, but powerfully with skillful hand and fingers. Penny could only pant in return. She'd done the same thing to herself countless times, but this was so much better.

Olivia meant what she said. She firmly believed that was nothing more beautiful than a woman caught up in the throes of passion, ready to explode with sexual release. Penny was no exception. Olivia stopped her kisses for a moment just so she could stare at Penny's face as got closer and closer to coming. Penny's hands were now grasping at Olivia's blankets, clawing for a grip as if she worried she fall off the face of the earth if she let go.

"Come, Penny," Olivia urged, "Show me how beautiful you are. Come for me." Then she bent down and took one of Penny's poor, little nipples into the warmth of her mouth. Apparently this was all that Penny needed. The pressure had become too much and finally she exploded with a scream. Her body went rigid and bright lights flashed behind her eyes then the world went black and silent. All she could feel was Olivia's fingers on her pussy and mouth on her breasts and the indescribable pleasure that they were bringing her.

It seemed like a small eternity before the orgasm subsided. Olivia made sure of that by refusing to show Penny any mercy keeping her fingers and mouth at work through the whole ordeal until Penny guided Olivia into another passionate kiss. Olivia's hand found it's way to join their kiss and both of them savored the sweet taste of Penny's juices on Olivia's fingers.

"Mm," Olivia said as she looked into Penny's eyes, "You taste heavenly."

"Thank you," Penny said before pulling Olivia back into the kiss. Olivia allowed her to, but the desire to get a first hand taste of Penny's pussy was overwhelming her. Penny grunted in protested as Olivia broke the kiss again. Olivia chuckled lightly at her before she once again started to make her down Penny's body though now she would kiss every inch of Penny's lovely body and not just touch it.

Penny gasped when Olivia once again took her nipple into her mouth, suckling her in a loving, almost needy manner. She had a lover this concerned with her pleasure before. All the boys she'd been with would've been begging for at least a hand job if not the full nine yards by this point, but not Olivia and Penny found it simply amazing.

Olivia's lips slowly made their way across Penny's chest to her other nipple to suckle on it before she began her slow trek down Penny's torso to her sweet honey pot as her last girlfriend had called it. Olivia had always thought it sounded silly, but that stops it from getting stuck in her head like a bad pop song. She almost giggled to herself as she kissed the skin just below Penny's breasts. Instead she kept at her task.

Penny squealed when Olivia's tongue reached her ribs hitting a ticklish spot causing Olivia to laugh. Penny laughed as well and then she squealed again when Olivia blew a raspberry on her belly. Olivia couldn't help herself as she blew another just to hear the beautiful sound once more. She stopped when Penny slapped her lightly on top of the head.

"Stop it, Olive Oil," Penny teased while giggling, "I'm ticklish there, damn it." Olivia blew another raspberry on Penny's smooth belly and received another slap on the head before being pushed downward.

"Someone's getting antsy," Olivia said resisting the push to place a loving kiss on Penny's deliciously cute belly button. Penny responded with a moan and her hands ceased their pushing but remained on Olivia's head.

"Oh god," Penny groaned as Olivia continued to tease her navel. It was like Olivia knew all her special spots without asking. Her last boyfriend took months to clue into the fact that Penny liked having feet played with and her bellybutton tongued. Even after he figured it out he just thought she was weird. It had been a good experience though. It had taught her to avoid frat boys at all costs unless she just wanted a drunken fuck by a moron.

Olivia was nothing like that. She was patient, she was sensual, she was the best lover she'd ever had and she just about to up the ante. With a few lingering kisses down the bottom of Penny's belly to the top of her mound Olivia was about to kiss Penny's pussy for the first time ever. Penny's breath caught in her throat as she waited for the inevitable to happen and then she released it with a long groan as Olivia's mouth finally made contact with her other set of lips.

Penny's finger quickly became intertwined with Olivia's hair as Olivia ate her with an expertise and a passion Penny had previously thought impossible. Olivia's hands quickly found their way to Penny's inner thighs pushing them up and apart as she stroked the sensitive flesh. Her tongue licking, tasting everything while Penny squirmed and screamed.

"So fucking good. Fuck me, Olivia. Make me come. Oh god! Oh fuck yeah!" and on and on. Penny didn't even know what she was saying, but it didn't matter. All that mattered was that tongue licking up from the bottom of her sex to the top and then in before returning to her clit. It was everywhere at once.

Olivia simply couldn't get enough of Penny's nectar. She brought her hand down to play with Penny's clit so she could suck the life out of Penny's pussy freely. The taste, the smell of some girls just drove Olivia wild and she was quickly discovering that Penny was one of them.

Penny's gripped on Olivia's hair tightened forcing her face hard against her cunt. Olivia didn't mind. Only two things mattered at the moment: making Penny come and lapping every single drop of the results.

"Oh fuck, oh fuck, oh fuck, fucking eat it. Fucking eat it all," Penny managed to grunt out as she ground crotch against Olivia's in an almost violent manner. Olivia did her best as she brought her other hand off of Penny's thighs to penetrate Penny's soft folds as she shifted her oral attentions upward. She almost regretted doing it when Penny's thighs clamped down on her head hard.

"Hey," Olivia said as she forced Penny's legs apart and up for a second ignoring Penny's frustrated grunt, "Hold these. I don't want to be crushed. Not even by these beautiful thighs." With that gently took bit down on the sensitive flesh. Penny did as she was asked releasing her grip on Olivia's silky hair and grabbing her legs behind the knees pulling them up to her chest. Olivia thanked her and then got back to making Penny scream out her name in ecstasy.

And that she did for the next fifteen minutes as Olivia made her feel like no one ever had. By the time she came Penny's hypnotic chant was reduced to just that. Olivia's name over and over again as the owner of that name made her see stars and shake like a woman possessed, her fists pounding the mattress and her legs flailing about as she arched and bucked her back and hips. When she was finally done she was reduced to a living, breathing pile of jell-o.

She was almost sad when she came back to the ground and realized that instead of crawling back on top of her for another kiss Olivia was up rifling through her drawers. Penny was beginning to wonder when she'd get a chance to return the favor, to taste what lay at Olivia's center, to see if she could bring her as much pleasure as Olivia had given her. She felt she owed it to her, but more than that, she just wanted to. She had for a long time, but she'd never been able to admit it until now. Now she'd gladly tell anyone who asked.

"What are you doing?" Penny asked as she rolled over onto her side and looked at Olivia as threw her underwear on the floor as if she'd lost something important, "We aren't done are we?"

"God no," Olivia said as she opened another drawer and rifled through it, "Not by a long …Aha! Found it!" With that she turned towards Penny with a big smile on her face and reasonably well-sized strap-on dildo. Penny's eyes grew as wide as saucers. She'd honestly forgotten all about Olivia's comment about a strap-on and back when Olivia had mentioned it she'd honestly thought she was joking. Now it was obvious that she wasn't and, as she slipped it on and buckled it up, it also became obvious that Olivia wasn't quite done making Penny come.

"Ready to be fucked by a girl, cutie?" Olivia said with her smile still intact as she grabbed some k y from the same drawer she'd pulled the strap-on from and headed back to the bed.

"What were we just doing?" Penny said her eyes locked on to the plastic phallus bouncing as Olivia crawled onto the bed. Penny fell back on her back as Olivia crawled over her to kiss her once more.

"That was just foreplay," Olivia between kisses enjoying the feel of Penny's arms wrapping themselves around her back.

"Then that was the best foreplay I ever had," Penny whispered as she placed a sweet kiss on Olivia's ear; "You're the best kisser I've ever met."

"You're not so bad yourself," Olivia responded enjoying the feel of Penny's mouth sucking on her earlobe, "And your pussy was yummy, too."

"When am I going to get a chance to taste yours?" Penny asked. It was a question that until a little while ago she never thought she'd be asking. Like most girls she'd considered the possibility of sleeping with another, but she'd never actually taken the idea seriously. Now she wondered how she could've ever dismissed the idea.

"Soon, but first I just want to see you come one more time. You look so beautiful when you come."

"Stop it," Penny said giggling as Olivia kissed her neck before breaking away and sitting back on her legs. She reached for the lubricant and brought a hand to Penny's sex at the same time, but when Olivia made to apply the lubricant to the dildo Penny sat up and put her hand to stop her.

"No, let me suck it," she said in a sexy whisper. Olivia looked at her with a slightly confused smile. It was always the straight girls, she thought to her self, laughing inwardly.

"Are you sure? It doesn't taste like a real one," she responded her amusement showing on her face. Penny looked embarrassed for a second, but stuck to her guns as she nodded.

"I know it seems silly, but I really want to. Besides I don't think you'll need the lube," Penny said quietly as she got on her knees and grabbed the fake phallus, touching it as if it were real. Olivia consented with a chuckle watching Penny get down her knees before her. Her hands found their way to Penny's soft, beautiful dark hair brushing it aside so she could watch.

Olivia had to admit that the sight of Penny's lips wrapped around the brightly colored phallus was glorious. She almost wished it was real just so she could feel what it was like to have this beautiful girl suck her off, but she knew she'd find out what that mouth could do soon enough on her pussy and a pussy never went soft and flaccid. Of course, neither did a dildo.

"You're so pretty," Olivia said as Penny continued to moisten the dildo with her saliva. Penny looked up into her eyes longingly as she sucked the toy for a few more seconds before releasing the phallus with a slurp and a pop.

"There you go. Nice and wet," she said with a grin. Olivia couldn't resist pulling her up into another kiss before playfully pushing her back onto her back. She also grabbed a pillow from the head of the bed and maneuvered it under Penny's butt giving her self a nice angle of attack.

"Thank you," she said as she crawled over Penny's thin frame. Using one hand for balance she guided the head of fake dick to Penny's slit and rubbed it against her opening mixing Penny's saliva with her other secretions. Penny moaned wrapping her arms around Olivia's neck and pulled her to her mouth.

"Oh Jesus," Penny grunted, "Fuck me, Olivia. Put it inside me." She grunted again as Olivia obliged her request. Placing the head at Penny's center Olivia slowly began to thrust. The plastic cock easily penetrated Penny's folds. "Yeah, fuck me. Fuck me. Fuck me, Olivia."

Olivia's pace was still slow and patient as she enjoyed the sight of the dildo spreading open Penny's flower as it drove deeper into her core. Penny's scent permeated Olivia's nostrils and mixed with Olivia's. The base of the dildo bumped and rubbed against her own clit and the center strap rested between her lips. She was keyed up and she knew she would come before she was done.

"Harder. Please, Olivia, Fuck me harder," Penny begged wrapping her legs around Olivia's back. Olivia ignored her knowing that she grant Penny's wish in time. Rushing it just wasn't in the plan, but penny still begged.

Grabbing Penny's hands Olivia pinned them to the bed letting Penny know that she was in control. Leaning down she silenced Penny's begging by covering her mouth with her own. Now the only sounds in the room were the moans and the wet sounds of the dildo penetrating Penny's sex over and over again.

"You're so beautiful," Olivia whispered again between kisses looking into Penny's eyes. She meant it and Penny knew it. She said it again and again as she fucked her. Her pace slowly began to increase.

"Oh, Olivia," Penny grunted, but again Olivia silenced her with a kiss. The friction of the pumping and the strap between her legs was beginning to get to her. The feeling of Penny's now sweat soaked body underneath hers helped as well. Their nipples rubbing together as their breasts slid against each other. It was all getting to be too much.

Without warning Olivia suddenly got up withdrawing her fake dick from Penny's pussy and guided Penny to her knees. Penny didn't protest this time. Olivia didn't give her a chance. She moved with urgency to return the slick phallus back to its proper place in Penny's pussy. Her hands quickly found their way to Penny's slim hips and the fucking began again.

Penny was in heaven. Her eyes closed tight; Olivia and the pleasure she was bringing her controlled her whole world. Her hips slamming hard against Olivia's made a smacking sound. She couldn't even hold herself up. She just laid her head on the mattress and looked behind to watch Olivia fuck her stupid.

"Are you going to come for me, Baby?" Olivia urged on as she felt her own orgasm begin to build up inside her, "Oh, god Penny. Come with me, Penny. Fucking come with me."

Penny didn't need the urging. She'd lost count of how many times she'd already come, but one more couldn't hurt. Not that she had any control anymore. Her body belonged to Olivia now at least for the time being. If Olivia had asked Penny would've married her at that minute or declared her love for her in the middle of the campus at the top of lungs or let her eat her pussy on her parents coffee table with her entire family looking on. She'd never been more satisfied in her entire life. When Olivia asked her to come she just did it. She no longer had any say in the matter.

So with one, last hard thrust both girls came, Olivia collapsing on top of Penny pushing her to the mattress biting her shoulder as they fell and Penny squirmed like a worm on a hook as she clawed erotically at Olivia's side mindlessly. Occasionally Olivia would thrust her hips pushing the fake cock a little deeper into Penny's well-fucked cunt as it continued to spasm. As she came down Olivia's bites became kisses and Penny's arms went limp, but Olivia's hips still pumped slowly until she rolled off of Penny to catch her breath.

She almost passed out as she lay there recovering from her much needed release, but as she felt the strap-on being unbuckled and being tugged off of her brought her back to reality. She raised her hips allowing the toy to be removed and she looked into the smiling face of Penny as she tossed it to the side and first time that night took control.

"Thank you," Penny said as she crawled over Olivia's body and placed a kiss on her forehead then her nose and then finally her lips.

"You're welcome, beautiful," Olivia responded bring her hands to the sides of Penny's head, but didn't kiss her. She just looked into her eyes for a moment. Penny really was beautiful. Penny kissed her again, but Olivia pushed her away gently and looked deep into her confused eyes.

"You don't have to do this," Olivia said in a whisper and Penny's confusion grew.

"But I want to," Penny said bringing her own hand to Olivia's to stroke her cheek gently with her finger as they looked lovingly into each others eyes.

"Are you?" Olivia asked, "I don't want you to feel like you owe me. That's not what this is about."

"What is this about?" Penny asked now whispering herself. Olivia was a bit taken aback by the question. Until then she hadn't thought about it really. It had all been on a whim. She'd just felt an attraction and an opening and she had taken it, but now she wondered if there was something more. As the possibilities raced through her mind she realized Penny was expecting an answer.

"I don't know," was all she could muster at the moment, "You just… you don't have to do anything you don't want to do. I don't want to ruin are friendship." Penny laughed at that last comment before kissing Olivia's forehead again.

"Don't be silly, Olivia," Penny said smiling whimsically, "I already said I want to. Worry about tomorrow later. Right now is all that matters. Besides, I take think of anything I'd rather doing right now then making you feel good whether I owe you or not. You're like my best friend. You've already proved that by letting me stay here. This is all just a bonus. Let's just have fun, okay?"

With that said Penny drew Olivia back to her and kissed her like she'd never kissed anyone in her life. Olivia gave in and allowed Penny to do whatever came natural to her. Penny's tongue penetrated her mouth and danced with hers. Their eyes remained open and stared deeply into each other until the intensity just became too much and they both closed them almost simultaneously.