A First, My Friend's Sister Ch. 03

"I've seen you without your shirt so many times, but I feel like this is my first time really seeing you," she said throatily. "Do you remember last summer," she asked, pressing her palms into my chest, "when you let me rub sunscreen on your back?"

"Let you? I loved every second of it," I replied.

"Yeah, it was all I could do not to leave scratch marks down your back I was so turned on."

"Jeanie!" I laughed. She smiled deviously and let her hands roam down my chest to my waist, where she curled her fingers around my belt. She brought her hands together slowly at the buckle, and slipped it free from the harness. She pulled it backward gently and the clasp popped out of the hole, then she unfastened it from the buckle leaving it open.

My heart pounded. This was it. She was looking down at my pants. She was going to take them off me. I could feel my cock becoming stiff and engorged. It wasn't like I'd been with that many women. I prayed she wouldn't be disappointed, that what I had would please her. I was just average; it wasn't like I had a huge dick. And with all her expectations, what if it came down to this last crucial detail and I let her down with my average cock? Part of me was overwhelmed with lust, while the other part was terrified of this revealing.

She unbuttoned my pants. I couldn't watch anymore. I let my eyes fixate on her beautiful little breasts and the erect nipples standing atop them. She pulled either side of my pants and the zipper ran down, buzzing audibly. I felt my cock push free from the confines of my pants. My boxer briefs would surely be straining to contain the throbbing erection within. Jeanie gasped slightly as she bent to push my pants down.

I lifted my right leg back quickly and yanked my shoe off. Then I did the same with my left. Once they were off, Jeanie bent lower and slipped my pants down off my feet. I quickly did the same to remove my socks, and Jeanie stood up and looked in my eyes.

"You're really struggling to get out of your boxers down there," she joked, smiling at me. I appreciated her using a little humor to help relieve some of the tension.

"Yeah, I sure am," I laughed back. "I just hope I don't look ridiculous."

"Ridiculous? Why would you think you look ridiculous?" She looked deep into my eyes.

"Well, I guess I just hope that, you know, 'it' doesn't disappoint you."

She laughed. I gave her a confused look, but she put her hand on my arm soothing me. "Can I tell you a naughty secret, Jim?" she asked.

"Ok," I replied, lifting my chin a little in suspicion and raising one eyebrow at her.

"Well, that day I rubbed lotion on you, I might have also... seen you naked."

"Jeanie!" I said flabbergasted. I wasn't actually mad but I was quite surprised. "How?"

"Don't be mad. Promise you won't be mad?' she asked.

"Oooooook," I said, eyeing her suspiciously.

"Well, you know how you changed into your swim trunks in our upstairs bathroom before we all hung out by the pool?"

"Yeah?"

"And well, you do realize that that bathroom is connected to both Tony and my bedrooms."

"Yeah?"

"So, well, maybe I left my adjoining door a little bit open."

"Francesca Giana Delvecchio!" I yelled jokingly.

"Don't be mad, Jim, you can't be mad!"

"Why can't I?" I asked. I wasn't really mad, but I did want to tease her about it.

"Well... because I really liked what I saw."

"Oh stop."

"I'm serious, Jim. There's no need for you to be embarrassed right now, or worried that you'll disappoint me. Because I've seen 'it'... and it is awesome. Took my breath away."

I laughed. "Well, little Jeanie, I must say I am very surprised by you."

She laughed as well, then got a saucy look on her face. "Oh and by the way, if I haven't mentioned this already, your ass is pretty delicious too." After saying this, she reached behind me and gave my ass a good, hard slap.

I pulled her into me, her breasts pressing into my chest, my cock standing rigid between us. "Why you little sneak," I teased. She stood on her tippytoes to kiss me.

"You're not mad, are you?" she asked sincerely. Hell, how could I be mad? It wasn't like I'd never looked at her lustfully. I tried to be good but there were lots of times when I checked her out, filthy thoughts running through my head.

"No, I'm not mad," I assured her. "Actually, one time when we were playing in the pool, your boob totally slipped out of your bathing suit and I didn't say anything."

"Well, well, Mister Goody Two-Shoes checked out my boob and didn't tell me," she laughed.

"Yeah. And remember Easter weekend when we watched that stupid movie in your living room, and Tony and I were on the floor and you were on the couch... I could totally see up your skirt."

"Jim Stillman!" she yelled.

"Nice white undies, by the way," I joked.

She slapped my chest but I caught her hands and pushed my mouth onto hers. We kissed passionately for several moments, until finally she broke our kiss. "Ok, so I guess we're even?" she asked.

"Even, my ass," I joked, "you saw my dick and I got one little glimpse of a boob and some underwear? That's not even!"

She rolled her eyes and smiled. Then, without the slightest hesitation, she took a step back and put her arms out. I drank in the glorious sight of her in all her nakedness. "Ok," I said warmly after a moment, "now we're even."

She smiled and stepped back into me. We kissed again. I was so grateful to her for turning what was a nerve-wracking moment for me into one that was fun. That sort of thing was quintessential Jeanie. But when we broke the kiss off she looked into my eyes seriously, holding my gaze. Slowly, almost imperceptibly, she hooked her fingers into the waistband of my boxers. She tugged it gently outward, freeing my erection from the elastic, and ran her fingers to my side. Slowly she bent at the waist and slipped my underwear down my legs. When she got them to my knees, she dropped them to the floor and lingered there for a moment staring at my erect cock.

"God damn," she exhaled breathily, "it's so beautiful. So fucking hot." She let her eyes dip lower, looking at my balls hanging heavily below my dick. I had bought a grooming razor while at college and had started keeping myself shaved pretty trim. I could feel her warm breath tickling me as she exhaled. I was dying to feel her touch.

"Do you like it?" I asked.

"Shit, yes," she replied. "It's so pretty, and you shaved! I can't even stand it." She stood up, and looked into my eyes. Holding my eyes with hers she gently ran her fingertips up my shaft. I shuddered involuntarily and exhaled sharply feeling her soft touch. But I smiled to let her know how good it felt. She smiled back and let her eyes drop again. She ran her fingers up and down the length of my cock several times, just grazing my sensitive flesh softly and getting a feel for my stiffness. My cock grew harder at her touch. After several moments she let her hand dip under my balls and she cupped them in her palm and squeezed very gently.

"They're so soft," she whispered, "so sensitive."

"That feels so nice, Jeanie," I whispered back.

She looked into my eyes again. "Jim, I don't know what to do next," she said, her voice sounded almost apologetic.

"It's ok, sweetie," I said reassuringly, "can we just do what feels natural? What feels right?"

She nodded and let my balls go, running her hand softly up my cock once more. I kissed her. Softly at first, but soon our hunger started building, heightening the intensity. I held her close to me, our naked bodies pressed together. She ran her hands around my back and squeezed tightly. Then I cradled her and gently pushed her down onto the bed, holding her close to me and descending with her, never breaking our kiss.

On the bed we lay next to one another, kissing passionately and running our hands up each other's sides. I let my thumb drift down and caress her nipple gently as my hand made slow, sweeping moves back and forth from her chest down to her hips. She did the same to me, letting her hands slip onto my ass as she made her sweeps.

I felt the lust building within me. I was here, naked on a bed with my best friend's sister, the girl I promised I wouldn't touch. But now, I couldn't resist her. The passion we'd shared all evening had built to this peak, and I wanted to know her. I wanted to explore her, to touch her, to taste her.

I broke our kiss suddenly and lunged in to kiss her neck. She gasped and moaned my name. I pushed her gently but firmly onto her back and maneuvered myself on top of her, planting wet kisses, licks and bites on her neck and shoulder. Her head tipped backward and I licked her neck from her throat to her chin. I ran my fingertips over her lips and she kissed them, letting her tongue dart out and lick them softly.

Suddenly and without warning I pushed myself slightly down and took her right nipple into my mouth. She squeaked excitedly. I ran both of my hands down her chest and cupped each of her tits, squeezing them savagely. I held the warm flesh of her right tit up and pointed the hard nipple into my mouth so I could suck it fiercely and squeeze it. Jeanie's entire body trembled as my mouth worked her tit erotically, nipping, biting and pulling on her engorged nipple.

After several minutes, I switched to her left breast. She was moaning loudly and her hips had begun to buck uncontrollably. She was breathing methodically through her nose, her nostrils flaring wildly, as though she was straining to maintain control under my ministrations.

"Unnnnhhhh, Jim, that feels so gooooooood," she moaned.

I sucked her nipple with a loud smack, then ran a trail of kisses down her belly to her navel. She grabbed my hair with both hands, both anticipating and being very much intimidated by what I was so very close to doing. I looked up at her from her belly and smiled.

"Are you ok, sweetie?" I asked gently, letting her know everything was all right.

"Yes, I'm ok. It just feels so amazing, it's like almost mind-blowing. Like sensory overload."

"It's ok, Jeanie, I won't rush you into anything. You just tell me if you feel overwhelmed or if it's too crazy, ok?"

"I'm ok, Jim, it's so good. But thank you for being so sweet."

I smiled again at her, this time a little more deviously. She returned my smile with an equally devious one, and I knew she was ok. We were still each other, still good, understanding friends who'd known each other for years. But now, I wanted to make her feel sexy. I wanted to make her feel something amazing, something she'd never felt before, and let her lose herself in bliss.

"I'm going to kiss your belly button now, ok?" I whispered seductively.

She nodded. "Ok," she whispered back, her jaw swinging open slightly. I lowered my face to my task, Jeanie's fingers still tangled in my hair. I placed soft, wet kisses in a circle around her navel, relishing her warm, supple flesh. There was a doughy little cushion of softness above her hard muscle underneath, and I pulled little lipfuls of her into my mouth as I kissed her. Then I let my tongue trace a circle around her belly button, barely grazing her skin, before I plunged it into her navel and swirled it gently around.

She giggled. "Ohhhh Jim, that's so good," she squealed. I pressed my mouth around her belly button as I let my tongue massage down into her, a sexy simulation of what I would do to her below. She pushed my head gently down, urging me to keep teasing her, her fingers squeezing handfuls of my hair.

I made another loud, slurping smack on her belly button, then withdrew my tongue and kissed a little trail over to her side, where I rested my lips and nose in the slight indentation of her love handle. She turned a bit onto her side to give me access to her hip. I kissed another trail from her love handle up the ridge of her hip, where I gave her little circular, teasing licks. I was dying to kiss her down between her legs, but I didn't want to rush her. I wanted to show her how wonderful it can feel to have attention lavished on your entire body.

I pulled her gently toward me, and she took the clue willingly, smiling and moaning in anticipation. She rolled onto her stomach, revealing her perfect little ass to me, just inches from my face. I relished the sight, drinking in every inch, every little detail. She had dark, downy little hairs growing from the small of her back down in a descending little triangle into her crack. They were subtle, just tiny little hairs, but they were incredibly arousing.

I'd noticed them many times when we hung out by the Delvecchios' pool in the summer. Jeanie would wear skimpy little bikinis, allowing me to survey the details of her blossoming womanhood behind dark sunglasses. But I'd always put those thoughts out of my head as soon as they popped in. She'd be lying on her stomach sunbathing and I'd see those little hairs, and immediately an image of myself kissing them would pop into my head. But I'd squash it; I wouldn't let it become the distraction of a full-fledged fantasy.

Now here I was, finally able to indulge my desires, and I was going to enjoy this. On the actual skin of her ass cheeks were light little hairs as well, even finer than the ones in her crack. Her cheeks swelled alluringly, fine round hills just a little doughy and cushiony, so exquisitely feminine. I ran both my hands down her sides and along the curves of her love handles and hips. I stopped for just a single, agonizing moment before I slid them onto both cheeks of her heavenly little ass.

"Mmmmmmm," she moaned, smiling contentedly, craning her neck back over her shoulder to watch me touching her. My jaw dropped open at the soft, billowy perfection of her cute little behind. I squeezed both cheeks with my hands to feel her ample flesh filling between my fingers. I had strong handfuls of her and I just shook them gently, amazed by how big and soft and cottony her flesh was.

"God your ass is a work of art, sweetie," I groaned excitedly.

"You like it?" she laughed, her voice humming with desire.

"I love it," I replied hungrily, squeezing every inch of both cheeks repeatedly, kneading my hands into her ass cheeks like they were dough. "Can I kiss it?" I asked her seductively. "Can I kiss your pretty little ass?"

"Yes, please," she hissed eagerly. I wasted no time, descending almost desperately onto her cheeks and giving them soft wet kisses all over. I let my nose trace a line along those downy hairs from the small of her back down to her crack, enjoying their soft, tickly feeling.

How that ass had teased me, I thought to myself. How many times had I seen it squeezed obscenely into skin-tight jeans? How many times had I seen her sweatpants riding up into her crack, perfectly outlining those gorgeous feminine curves? How many times had her bikini bottoms ridden into her crack, giving her such an alluring little wedgie, revealing tantalizing glimpses of her pillowy flesh? And every time I'd had to temper myself. To squelch any images or any little thought of indulging in that pretty little ass. Now here I was, my desires that had built up like magma inside a volcano now erupting out of me.

I ran my hands in circles, cupping her flesh and squeezing perversely, a thousand images playing in my head of times I'd seen it before and wanted so badly to do just this. I gave it light little swats, just to watch her cheeks jiggle, the ripples undulating her soft, doughy flesh. I was losing my mind. I would swat her, watch the jiggle, then bite gently into her skin and feel it jiggling against my lips. Her ass was beyond amazing.

"Mmmmmm," she squealed, "you do like it, don't you?"

"It's unbelievable, Jeanie," I replied, still squeezing her. "It's so perfect. I've wanted to do this for so long."

"You should have, Jim," she stated. "I wouldn't have stopped you."

"You know I couldn't, Giana."

She looked back at me, deep into my eyes. "You can now," she said matter-of-factly. That simple statement encompassed our entire evening. She was right. There were so many reasons I could never touch her before. We were friends, she was Tony's little sister, we were too young... they all made sense then and they did keep us from ever indulging ourselves. But now, they simply weren't as meaningful. Yes, those issues were still there. But the bottom line was that we were both grown up now, and could both decide for ourselves how we would show our affection to whomever we chose. We were free to be ourselves; we were free to care for one another.

I broke our eye contact and stared down at her gorgeous behind, my hands pressed into her cheeks, her flesh slightly pink from my kisses, squeezes and slaps. I pressed both cheeks slightly outward, revealing her little chasm in the middle. I didn't push hard; I certainly didn't want this moment to be vulgar. I just pushed enough to reveal a little of her secret place to me.

Her hole was dark brown, with a larger ring of slightly lighter brown skin encircling it. The ring had a thin little circle of tiny, wiry black hairs growing out of it. The hole itself was tight and puckered, a tiny little fist of muscle. I descended slowly and ran a circle of soft kisses along the insides of her cheeks. Jeanie buried her face into the bed moaning, grabbing handfuls of the sheets in her fists. I didn't want to overwhelm her with this moment. I couldn't be too intrusive into her most secret place.

I kissed slowly and softly until the tension left her, and she eased into my ministrations. Then I made light little licks around her ring, teasing the wiry hairs and feeling them tickle my tongue. I didn't want to go any deeper than her rim though. This moment could overwhelm her and I didn't want to take her too far. I just wanted to show her how much I admired her entire body, and give her a glimpse of how intense it could be to be loved in even your most secret, sensitive spot.

I licked her rim in a circle several times. She moaned my name throatily into the bed. But I backed away before I took her too far. I pulled my tongue slowly out from her ass, and scooted downward on the bed slightly. I kissed the backs of her thighs. She pulled her head up and looked back at me again. "Oh Jim, you're driving me so crazy," she moaned.

"Does it feel good, sweetie?" I asked.

"Everything feels so amazing," she gasped, "I'm in heaven."

"Not quite yet, baby, but we're getting there," I replied.

She bit her lower lip and smiled. I continued kissing her legs and made my way down behind her knees. I licked the smooth, sensitive flesh there and she bucked up off the mattress, pushing her butt upward into the air. She giggled as I licked and nipped her. Then I made a trail of kisses down to her calves and ankles.

I picked her foot up and placed wet kisses from her ankle to her instep. I didn't want to overwhelm her and go to her toes. They could be very sensitive and very ticklish so I backed away and just held her foot, massaging it gently. I gave it several more soft kisses. She watched me as I kissed her. She had pulled a mouthful of sheet up from the bed and was biting it as she watched, her hair falling in little tendrils down onto her face. It was incredibly seductive.

"Turn over, sweetie," I whispered after several moments, a little half-grin on my lips. She met my grin and twisted over slowly onto her back. I let her foot go, then took in the beautiful sight before me. I was down at the foot of the bed looking up at this beautiful young creature laid out before me. She spread her legs slightly apart so she could see me, her face peering out just over the swell of her breasts, the little nipples like cherries resting atop. I let my gaze search up the length of her olive-colored legs, past the knees to the fleshy thighs, all the way up to her glorious sex.

It was shadowed in the moonlight, but I could see the dark patch of her pussy running down onto her outer labia, which were plump and pressed together, like a secret little doorway I had to open to get to the treasures inside. Her little triangle dipped low and ended in shadow where her buttcheeks pressed together and hid her lower bounty.