Ch. 01 Ellie's Lesbian Friends

Jenny and Sarah were my best friends in high school. So when it came time for graduation, we naturally wanted to do something special together. We decided on a girl's night in at Sarah's house. Her parents were away on vacation so we had the place to ourselves.

It was a Saturday, and both Jenny and I came over early. Southern California is pretty hot in the summer so we'd planned a day of relaxing around Sarah's pool.

Jenny greeted me at the door with a big hug. She was wearing a skimpy bikini with a sheer coverup.

"This is going to be awesome, Ellie!" she said, giggling. "Sarah's changing in the guest bath down here. Why don't you dump your stuff in my room and use my bathroom to change into your suit!"

"Sweet!" I said, and took my duffle upstairs.

I'd been in Jenny's room before. It was more of a suite, really. She had a king size bed up against a bay window overlooking the ocean. Her walk-in closet was the size of my bedroom at home.

I'd never really been jealous of her though. Jenny was super fun to be around and often bought dinner or took us on fun outings - all on her parent's dime!

I tossed my bag on the bed, took out my suit, and headed for the bathroom. It was also huge, with a jetted-tub, a large stone shower with one of those rainfall shower heads, and a floor to ceiling mirror on one wall.

I admired myself in that mirror as I changed. I'm about 5"5' with dark brown hair that falls halfway down my back. My breasts are on the smaller side but my nipples tend to show through stuff, like this bathing suit. I'm quite slender with strong legs and arms, thanks to all the tennis I've played.

I thought my red two-piece showed off my figure nicely. It was also on the skimpy side, but the bottom still covered my bit of brown bush and it clung nicely to my boobs. Not that that mattered to the girls, or so I thought.

Down at the pool I noticed something was different about Jenny and Sarah. They laughed and giggled, like they had some inside joke. They also touched each other more than usual. I didn't really think much about it at the time. We were all close. But somehow, they seemed closer.

Jenny wore a tight-fitting blue and white suit that matched her tiny body. She wore her blonde hair short and had a round face with an upturned nose.

Sarah's figure is much fuller. Her black suit held her big boobs in nicely. Her auburn hair fell down her back. Her skin had a beautiful, milky white tone, and she was covered lightly in freckles. She was the more serious of the two, though right then both were laughing and splashing each other.

I jumped in and joined the fray. After a while we all got out and laid in the warm sun.

"Would you put sunscreen on my back, Sarah?" Jenny asked.

As Sarah grabbed the bottle, Jenny unhooked the back clasp of her suit and lay down on her stomach. Jenny took her time rubbing in the sunscreen, venturing down the sides of Jenny's back and her boobs. She followed up by applying it slowly to her legs, the back of her arms and even her inner thighs. It was almost sensual.

"Do me?" Sarah asked me, holding up the bottle.

"Of course!" I replied, getting up off the chaise lounge and grabbing the bottle.

Sarah also laid down on her stomach and undid her suit. I was less massage-like with my application, but I got her covered.

"Now your turn!" she said and surprised me by sitting up, letting her suit fall to the chair.

"Whoops!" she said, without grabbing the top.

I couldn't help but look at her breasts. Despite all the years we'd known each other, this was the first time I'd seen them. They were much larger than mine and were firm, with nipples sticking straight out.

I quickly looked away and laid back down.

Sarah took her time applying the sunscreen to my back. I resisted undoing my suit and Sarah didn't ask. At one point one of her nipples grazed my back as she leaned over me. It was pretty disconcerting.

When she was done, we all laid out in the warm California sun, hopping back in the pool a few times (with suits on) to cool off.

Dinner was pizza, ordered in. We laughed a lot as we talked about school ending, our plans, boys, and the summer ahead. I noticed at one point Sarah reach over Jenny's shoulder to pour some more soda into her glass. She rested her left hand on her shoulder and I almost thought I saw her kiss her ear as she poured the drink.

After dinner, we moved into the living room and streamed some shows we'd been watching together.

When they were over, Jenny suggested we move up to her bedroom and get ready for bed. They exchanged a little sly look, perhaps another inside joke?

"Sounds good. Mind if I change first?" I asked, a little shy for some reason around these two.

I brought my bag into Jenny's bathroom and changed into new panties and a long night shirt.

When I emerged from the bathroom, I noticed that the bedroom was cast in the soft glow of candles. Jenny and Sarah surprised me by going into the bathroom together and closing the door. This was getting strange.

They came out a few minutes later giggling and holding hands, dressed like me in t-shirts, though they reached only to their waists, showing pink panties on Jenny and black on Sarah. Jenny's dark tits easily showed through her t-shirt. Sarah's large breasts actually bounced, her large tits and areola moving up and down inside the fabric as she walked.

"So, what gives with you guys?" I asked as they sat cross-legged with me on the bed.

"Huh?" Sarah asked, still giggling a little. "What do you mean?"

"What do I mean?" I asked. "You guys have been acting weird ever since I got here. Touching each other, that sensual way you put on sun screen, and then I thought I even saw you kiss Jenny's ear, Sarah."

Sarah and Jenny stopped giggling and exchanged a knowing look.

"I guess we'd better come clean," Sarah said to Jenny, taking her hand.

Both of them turned to face me.

"You know neither one of us has been with a guy, right?" Jenny asked.

"Um, right. Me either," I said. "Not yet."

"But that doesn't mean we aren't sexual," Sarah said. "I mean, we get horny just like everyone else, right?"

"Again, yeah, I guess," I said, not knowing at all where this was going.

"So... have you ever thought about being with a girl?" Sarah asked, letting go of Jenny's hands and gently caressing her palm.

I paused for a moment, watching Sarah's hand.

"I mean, well, the thought had crossed my mind," I said, "but I've never seriously considered it."

"Well," Jenny said. "We have. Considered it, I mean. Well, maybe more than considered," she said, now looking into Sarah's eyes.

I felt myself blush and hoped that it didn't show.

"You mean," I said, lightbulbs going off in my head, "that you two have been with girls... sexually? Like a lesbian?"

They both looked at me and nodded.

"Wait," I said. "You've been with each other? You've had sex with each other?"

Sarah took Jenny's hand again and smiled, saying, "Yes, Ellie. We've had sex together, and it's been wonderful!"

Talk about mind blown. Here I was looking at my best friends, who'd kept a secret from me - a big one!

"Shit guys!" I said, reacting perhaps a bit stronger than I'd intended. "When? Where?"

Jenny laughed.

"It's only been about a month," she said. "As for where, well, mostly right here, on this bed."

"Shit!" I said again. "Why didn't you tell me?"

"You've gone on your tennis tournaments a lot, Ellie. And besides, we really weren't sure how you'd react," Sarah said, now stroking Jenny's arm.

"What do you think?" Jenny said.

Again I paused, and then said, "I mean, I guess that's all right. Really curious how this got started without me even knowing about it but, yeah. Wow!"

"We just couldn't keep it a secret any longer from our best friend," Sarah said, working her way up Jenny's arm with her fingers. "And especially since we have this multi-night sleepover with no parents around!"

My eyebrows raised in unison, "you mean you guys want to... here? Now?"

They both nodded.

"We're so horny we can hardly stand it," Jenny said.

With that, Jenny and Sarah turned to face each other and kissed. And not a slight peck on the lips either. I could see tongues going in and out of mouths, their lips glued together.

I was dumbfounded. I was watching my best friends make out right in front of me. I really wasn't sure what to think or what to feel.

"I've been wanting you all day," Jenny said, breaking the kiss off.

"Me too" Sarah said. "Your pert little tits have been calling to me. They want me to suck on them!"

Sarah moved her hand from Jenny's arm to her right breast. She began to stroke it with her fingers, moving them over her tit and making it stand to attention.

"Um, fuck guys," I said. "I'm right here, you know!"

They looked at me with a knowing smile.

"We hoped you wouldn't mind," Jenny said.

"You guys are going to make love to each other right here?" I said with a fair amount of surprise.

"Uh huh," Sarah said, taking Jenny's hand and placing it on one of her big boobs.

"You could leave if you wanted to," Jenny said, fondling Sarah's breast.

Truth is, I didn't want to leave. Seeing them like this was having a strange effect on me, on my body. I was feeling tingly all over. I glanced down and saw my own tits erect and pushing out of my t-shirt. Sarah saw it too.

"I don't think you want to leave, do you Ellie?" Sarah said, looking down at my nipples.

I shook my head. I couldn't leave, couldn't take my eyes off of them.

"Sweet!" Jenny said, and went in for another sensual kiss with Sarah.

"I want to do so many things to you," Sarah said, taking both of Jenny's tits in her fingers and squeezing them, causing Jenny to squeal with delight.

"Ooh, like what?" Jenny asked.

"First, I want to suck your neck," Sarah said, leaning over and kissing and suckling Jenny's neck. "Then I want to feel your breasts!"

She moved her hands under Jenny's t-shirt and reached up to cup her breasts in both hands.

"Oh fuck!" Jenny said, closing her eyes. "That feels so good!"

Jenny lifted her arms above her head and Sarah lifted off her t-shirt. There was no turning back now. I was witness to a lesbian love affair. Truth is, I was becoming very curious.

"There they are!" Sarah said, kneading her breasts and tweaking her nipples.

Jenny's breasts were beautiful. I'd only caught a glimpse of them earlier. Now, out in the open, I saw that they were very round and firm. Her small areola framed little, but very erect, nipples. Sarah leaned in and began flicking her tongue on them.

Soon she put a nipple in her mouth and sucked on it. The sound of her tongue and mouth slurping Jenny's nipples was amazing. Jenny's eyes closed and she held Sarah's head to her chest.

"Suck me, Sarah. Suck my tits!"

Jenny's chest started rising to meet Sarah's mouth as she sucked out on her nipples. She started softly moaning.

"Ooo, mmm, Yeah!" she cooed.

Sarah would suck on one nipple while squeezing and pulling on the other with her fingers. I could tell Jenny was getting really turned on.

I was mesmerized by the site in front of me. Just inches away, my best friends were having sex with each other!

After a minute or so so, Sarah moved up to make out with Jenny, their tongues puffing out cheeks as they explored each other's mouths.

"I want your tongue on my lips so bad!" Jenny said after breaking off. "My lips are so wet for your tongue!"

"I can tell, Jenny. You are wet!"

Sarah was not looking at Jenny's mouth but at her crotch. Because she was sitting cross-legged, her crotch was clearly visible. Sarah's pink panties had a large wet circle right in the middle.

"Please eat me, Sarah!" Jenny said, her breathing heavy.

Sarah pushed Jenny back against the pillows. Jenny lifted her rear up and Sarah pulled her panties down and off of her legs. She opened her legs wide to Sarah, who moved between them. I noticed immediately a strong scent fill the air. It was Jenny! I'd never smelled another woman's juices before. It was intoxicating.

I couldn't take my eyes off of Jenny's pussy. Her neatly trimmed blonde bush framed her pussy perfectly. Her labia were swollen and wet - so wet that I could clearly see a trickle of pussy juice brimming out of her slit. Sarah saw it too. She reached in and grabbed the drop of juice, sucking it off of her finger and smiling.

"Mmmm," she said, "don't you taste good!"

Then Sarah reached down and pulled her t-shirt off in one motion. Her ample breasts burst out of the shirt and bounced and jiggled as they broke free. She had large reddish areola and big, very erect, nipples.

Leaving her panties on, Sarah crawled up and lay on top of Jenny. As they made out, she ground her pelvis into Jenny's mound. Jenny responded by moving her hips up and down to the rhythm. Their breasts mashed up against each other.

Soon Sarah lifted herself up and started sucking Jenny's nipples again.

"Uh huh. Oh yeah!" Jenny said.

Sarah continued to kiss her breasts and began to move downward, to her stomach.

"Oh fuck, please lick my pussy, Sarah. I want your tongue on my pussy so bad!"

Sarah moved even lower and began kissing Jenny's inner thighs. Jenny began squirming and moving her hips. She put her hands on Sarah's head and moved her toward her crotch. Jenny opened her legs wide. Her scent filled the air again as fresh juices dripped from her vagina and onto the sheets.

I had a front-row seat to my best friends making love. I watched Sarah turn her face to Jenny's pussy and flick out her tongue to touch her labia. Jenny pushed up with her hips at the touch.

"Fuck!" she said, now moaning and moving up and down.

I couldn't help but get aroused. I knew my pussy was wet. I wanted to touch it so bad but didn't dare. My nipples were so sensitive it took all my strength not to start touching them and squeezing them.

Sarah opened Jenny's labia to expose her clit, swollen, red, standing erect like a tiny penis. She touched her tongue to it and Jenny jumped with pleasure.

"Oh, oh, oh, oh!" Jenny moaned, her breathing heavy.

Sarah increased her flicking tongue on Jenny's clit, then took it all in her mouth and sucked in, causing Jenny to moan louder.

Jenny's eyes were closed and her head pulled back. She held Sarah's head in her hands and pulled it into her pussy. Her hips moved up and down rapidly.

Soon, Sarah lowered her mouth and I watched her thrust her tongue right into Jenny's pussy hole. She pushed it in and out, in and out.

Jenny cried out, "Oh fuck, your tongue is making me cum! I'm cumming, Sarah, I'm cumming! Shit!!!!"

Suddenly, Jenny reached over and grabbed my leg with her hand. Her hips bucked up and down as she climaxed, crying, "Ahhhh!"

I had never been in the presence of someone having an orgasm before. To see it, smell it, hear it - was amazing. My best friend was in ecstasy right before my eyes.

Jenny's legs kept trembling and her hips continued to move up and down. As she came down from the orgasm she reached for Sarah who climbed back on top of her. The two kissed and tongued and loved on each other.

Jenny reached over and touched my leg again. She was still french-kissing Sarah but was looking right at me. She pushed Sarah away and the two sat up, cross-legged again like before, but Jenny was totally nude and Sarah had on only her panties!

They continue to stroke each other's legs. Jenny reached over and kissed Sarah's shoulder.

"She made me cum so hard!" Jenny said, looking at me.

"Um, I could tell!" I said, not knowing what else to say.

"I love the way she sticks her tongue inside me," Jenny said, moving a finger over one of Sarah's nipples.

"So, Ellie," Sarah said watching Jenny's finger caress her nipple, "we got to thinking that we were being kind of selfish."

"Huh?" I said, also staring at Sarah's nipple.

Sarah glanced up at me, "Selfish with our discovery of each other."

I looked up at Sarah, who smiled. She reached out a hand and laid it on my knee.

"What would you think about... well.. about..." Sarah said, now moving her fingers across my knee, making me tingle.

"About?" I asked.

"Making love with us," Jenny said, placing her hand on my other knee.

Sarah and Jenny got up on their knees and edged closer to me. I was in such a confused state. Earlier that day I'd come for an innocent sleep-over with my best friends. Now they were literally coming on to me, wanting to have sex with me - something I'd never done with anyone, guy or girl.

Sarah reached up and pulled a strand of hair away from my face. Jenny moved her hand up higher on my leg. I was paralyzed.

"What do you think?" Sarah said, now touching my cheek, her boobs nearly touching mine.

"I've never. I mean, I don't know," I said.

"I think you liked what you saw," Jenny said, glancing down at my crotch.

I looked down and there was a giant wet spot right in the middle of my panties. I'd gotten so wet I'd soaked through!

Sarah leaned closer. I could actually smell Jenny's juices on her breath as she moved closer to my neck. She planted a gentle kiss and then a gentle lick. It sent shivers up and down my spine.

"We want to make you feel so good, Ellie," Jenny said, now stroking my shoulder.

"Let us make love to you!" Sarah said, turning my face towards hers with her hand. "I want to be the first to kiss your virgin lips."

With that she placed a very light kiss on my lips. Now Jenny moved closer and began to lick and suck on my neck. Sarah pulled back slightly. It was as if she was waiting, waiting for me to decide. Do I reject their advances and run, or do what my body was craving more than anything - give in and experience this fully.

"Be gentle with me," I said, moving my mouth towards Sarah's lips.

We kissed again. This time I felt Sarah's tongue touch my lips, begging me to open my mouth. Her tongue felt warm and wet and inviting. I opened slightly and let her slip in. She began exploring my tongue and my mouth. I can hardly describe the tingly sensation it caused me to feel - mostly between my legs.

After a bit, she withdrew, and placed her hand behind my neck.

"How was your first lesbian kiss?" she asked, smiling.

"I loved it!" I said, moving in and kissing her, a little more fervently than before, my tongue pushing into her mouth.

She responded by letting our tongues intertwine. She held my head close and our lips melded into each other. Soon she was sucking on my tongue, pulling it out slightly and sucking in. It felt so wonderful.

We broke off and I looked at these two beautiful women, both wanting me sexually.

Now it was Jenny's turn. She came close and I reached my hand behind her head and pulled her in, our tongues meeting and swirling around each other as we kissed.

I felt hands touching my side, caressing, stroking, moving upwards. Then a finger on my left nipple and then my right. They were gentle strokes but send more tingles through me. I broke off with Jenny and watched as each of them touched me where no one else has ever touched me.

"It's time for your virgin breasts to get some attention, Ellie," Sarah said, reaching for my t-shirt.

I was about to expose myself in ways I couldn't have imagine just hours before. I slowly lifted my hands in the air and let Sarah pull off my shirt, which she dumped off the side of the bed.

"Wow!" Jenny said, staring at my tits.

"Beautiful!" Sarah said.

I had a kind of out of body experience as I watched their fingers touch my naked tits. My brown areola surrounding now very erect and very hard nipples. As they squeezed them, I felt an incredible rush of pleasure and saw my chest rise towards their fingers.

"Oh shit!" I said.

"Good, huh?" Jenny said. "But just wait!"

"Are you going to..." I said.