As She Lay Sleeping

We were both nineteen, fresh and innocent, and away from home or any supervision by our parents or the strictures of boarding school for the first time in our lives. Rachel had been my best friend at home, but we'd gone to different boarding schools and only gotten to see each other at holidays and in the summertime. During those times we were as close as if we'd never been apart. We were inseparable and had come to be known as the terrible twosome, and now we'd fulfilled our pledge to attend college together. We were in the same sorority, most of the same classes, and shared everything. It'd been 3 months we'd shared the same room.

Sitting by our window in our room at the sorority house, I remembered these things and smiled feeling really good and happy. I was wrapped in my comforter from my bed, wearing a long cotton Victoria's Secret nightshirt and chunky socks and daydreaming as I looked at Rachel sleeping. Her wavy, long blonde hair fanned over her pillow and draped around her neck and feathers of it grazed her cheek as she lay sleeping. Her beautiful lips all rosy were gently parted and the cool morning light made her pale skin almost shimmer. She always complained she had ducks lips and I always told her they were beautiful and seductive. They were lips like Michelle Pheiffer's but fuller and a little wider. Once in our childhood, around the time we were 13 or so, we'd kissed. First it was more like practicing for the real thing with a boy, but the last time we kissed, we kissed each other and I remember the thrill and how it felt so soft and wonderful. I think we were both embarrassed and sadly now that I think of it, we had never kissed again.

Seeing Rachel as she lay sleeping, I remembered that kiss and the thrill it gave me and I wanted to kiss her again. I sat, my feet tucked under me, wrapped in my blanket tucked up under my chin for a long time. My desire to kiss Rachel again slowly rising to be the only thing I could think about, and the debate frustrated me as the need to kiss her filled me with a warm tingling as I imagined it. Finally my mind was made up. I'd just do it. I'd kneel beside her bed and lean over and kiss her on those sweet, warm lips as she slept. If she awoke as I was kissing her I could pull back and make an excuse that she'd looked so lovely sleeping there I'd had to kiss her out of pure sisterly love. Lame I know, but I was possessed with only the desire to kiss those wonderful lips once more. Still with my blanket wrapped around me, I knelt beside her bed and gazed at her lovely face for a long time. So many feelings were churning inside me now.

I remember like it was yesterday. Slowly I leaned in toward her, not even needing to lean on the bed as she was near the edge anyway, and I froze in a fearful moment of doubt just inches from her lips. I could feel her warmth on my face and the warm scent of her, we both used the same floral body wash, as I breathed it in. It was so exciting and a little scary. Our lips touched so lightly and then I pressed mine to hers and felt their firmness, warmth, and suppleness against mine. I closed my eyes and held the kiss and then pulled away slowly. I felt guilty, excited and stimulated all together. Rachel murmured something and her hand caught me behind the neck as her eyes came open.

"Nicole, don't stop." She said in a quiet whisper.

"Oh Rachel I'm sorry… I don't know what I was thinking… I'm awful." I stammered, confused and not quite getting what she'd said.

"Nicole, kiss me again, kiss me." Rachel said, and she was almost cooing now.

I smiled at her and she smiled back. God she's gorgeous I thought as I looked at her and slowly leaned closer. Rachel moved into our kiss this time. Our lips touched, we'd both licked them and they pressed and slid together. I felt Rachel's lips part and felt her tongue press against my lips which parted without thinking. Rachel's hand behind my neck pulled me against her mouth and held me there. Our mouths were open and it was so thrilling as her tongue glided all around mine and my tongue glided around hers. That kiss, oh that kiss was so amazing.

"Get in bed with me?" Rachel pleaded. "Please, it must be so uncomfortable there on your knees."

"Oh Rachel, what are we doing?" I wondered aloud, as she moved back and lifted the covers for me. I crawled in with her anyway. "Rachel, Rachel, Rachel are you sure?" I whispered.

"Yes I'm sure Nicole" she said, "I'm sure I want you."

Well we seemed to just fit together, we snuggled up face to face, one of my legs between hers and hers over mine and hooking me behind the knee she pulled it up high between her legs. Then she straightened it a bit and reached down and slipped her hand over my thigh and pulled it right up and her hips rocked as she did. My body trembled with the excitement of it and my tummy was all fluttery as we gazed into each other's eyes. Rachel reached up and stroked my cheek and smiled. She got a devilish gleam in her eyes and smiling broadly she began to rock her hips, rubbing herself on my thigh, and squeeze her legs together around my leg. Oh I was overwhelmed with so many feelings as we kissed for a long time and Rachel continued to rub herself on my thigh. I could feel her warm moistness now on my skin as she started to really push hard against my thigh and her mouth was clamped tightly over mine. Rachel had pressed her body hard against mine and our breasts were crushed together and it felt fantastic. Then she pulled away and sat up slightly. I was wondering what was up but only briefly as I saw she was going to take off her nightshirt. I did the same, and we also quickly peeled off our panties too.

This time, we came together but not as closely, and each of our hands slipped immediately between us over the other's tummy and down between the others legs. Our other arms extended above our heads and our fingers entwined as we kissed again. Rachel scooted closer to me so our breasts nestled together. The clamminess, warmth and clinginess felt nice. Rachel had larger breasts than I did. She was a big C and I was a big B small C. I could tell by the way my nipples ached that they were completely hard and Rachel was giggling hers against mine. How thrilling to hear our excited breathing getting harder as it made those sounds through our noses and I cried out as her fingers parted my lips downstairs and slipped into me. I'd been just cupping her down there in my hand and moving it gently in little circular movements when hers slipped away from me and she grabbed my hand by two fingers and pushed my fingers inside her lips. I felt her legs part slightly as she did and she felt so incredible. She was so wet and soft and warm and slippery. Rachel quickly moved her hand back to mine and wriggled her fingers inside my lips again as I rocked myself toward her.

"Oh Ray-Ray, you feel so wonderful… Oooh that feels so good." I gasped.

"Put one or two inside me." Rachel whispered. "I want to feel them inside me."

Oh My God! I felt the firm tightness of her opening under my fingertips and gently pushed one inside of her. It was so warm and felt so good, and so amazing to feel her grasping my finger as it slipped inside her. I began to rhythmically move in and out as she did the same to me. We were smiling a lot now, looking into each other's eyes and occasionally we'd kiss softly.

By now it was coming so easily. Hell we'd done this to ourselves for years anyway now we were just doing it with someone, and doing it with someone made it so much better. There was an amazingly intimate and safe feeling together, a sense of sharing something so exciting and personal. I was flying away on the feelings and Rachel was to.

Her fingers expertly slipped out of me and quickly up to my clit. My hips jerked a bit as her fingertips fluttered side to side over my clit. I squeezed her hand in mine and she squeezed back as I did the same with her clit. How can I ever hope to explain how incredibly exciting it is to do this for the first time with your best friend, and there is all that powerful feeling and expression wrapped up so many other feelings including that fear that you shouldn't be doing this.

We never looked away from the other's eyes. We were both gasping, moaning, softly crying out and breathing so hard now. It seemed we alternated between those electric thrills of rolling fingers over clits and the more quick and frantic thrusting in and out of each other. I began to feel her grasping less and to feel her opening widen and Rachel got very rough and wrinkly inside. I knew what this meant. I did it every time too, and anyway I could feel myself so close now as well.

Our hips were rocking and we both were rubbing each other's clits as we reached the very top and fell into the free fall emptiness of our orgasms. I remember both of us crying out and our mouths coming together in a stifling kiss to quiet the sounds coming from our room. Oh My God! I had never had an orgasm like this by myself, with any guy, and the thought that it was Rachel kept it going and going and going.

When finally we were feeling the last warm, tingling spasms and the tiny aftershocks through our tummies, we kissed and kissed. Our legs entwined and we pressed our puffy wet pussies against the other's leg and snuggled close, our warm sweaty skin clinging and it felt so right to be holding Rachel.

So, that was my first time with another woman. I'm forever glad it was my best friend and I hope she feels the same.