Somewhere in Italy...

Poppy was still shocked that they'd actually managed to do it.

She and Willow had been talking about going on a trip to Europe together since they'd first become friends three years ago, but she never thought it'd actually happen. She assumed it'd be one of those things you always talk about doing but never actually do, like chopping your hair off or getting another piercing when you already have too many.

Tracing the several small earrings on her right ear with her finger, she glanced over at Willow- they were laying top to tail on the cushioned bench nestled into the back of the motor boat. They'd rented it for the day when Willow had been able to flirt her way into a good deal. Unlike Poppy, she was never one to pass up on an opportunity for fun.

Poppy breathed in deeply. The water around them was almost as blue as the sky, and the world smelled like sea salt and sunscreen. They'd done it.

"It's hot," Willow announced, like it was a verdict she had just decided on. She pulled her navy cover-up over her head in one swift motion, throwing it onto the floor carelessly.

A smile pulled at Poppy's lips. "It's summer. You could jump in."

"I don't want to jump in yet."

Willow sat up and looked out into the distance at the other boats.

"Every other woman is topless," she pointed out.

Poppy propped herself up to look. "Yeah. That's normal here, right?"

"Yeah." She thought for a moment. "It does suck getting tan lines. Would you mind if I...?"

They were both women- Poppy didn't see why it mattered. "Go ahead."

She watched as Willow undid the knot at the back of her black bikini top and pulled it over her head. Her breasts were larger than Poppy's and they sat perfectly.

"Do you want a seltzer or anything?" Willow asked.

Poppy found it very hard to focus for some reason. "No... I'm alright."

"Oh, do you remember that guy I went on a date with a few weeks ago?"

"The one who ghosted you?"

"That one! He texted me this morning."

"That's crazy." She knew it was a weak response, but she was finding it very difficult to pretend to have a normal conversation when her best friend's tits were out.

"What an asshole," Poppy added.

"I know, right. As if I'd give him another chance."

"Yeah. Bad idea."

It was silent for a while when Willow said "You know, you could take yours off too. Live a little-- we're in Europe! And do you really wanna have tan lines when you wear your fabulous new strapless dress tonight?"

Willow had picked it out for her in a vintage boutique in France- it was calf-length, plum purple, and embroidered with silver flowers. It was also the most expensive thing she now owned. She was planning on wearing it to the fancy waterfront restaurant they had reservations at tonight.

"I don't know..."

Willow sat up and leaned toward her. Poppy worked hard to look only at her face.

"Oh come on, you have amazing tits. And I feel weird being the only one topless."

"I'm pale, my body doesn't want sunshine!"

"We have sunscreen."

She looked into Willow's playful, sparkling eyes and really didn't know how to say no to her.

"Well, okay."

She pulled her white bikini top off gingerly, suppressing the urge to immediately cover her bare breasts with her hands. She was struck by the sudden realization that she'd never been naked outside before. It felt like going out without wearing her contact lenses.

"See, I told you. Amazing tits." Willow smiled.

"Thanks." Despite the warmth, she felt her nipples harden and hoped Willow hadn't noticed.

"Oh, we should..." Willow trailed off as she rummaged through her tote bag, pulling out a bottle of sunscreen. She squirted it onto her hand, warming it up against her palms before spreading the sunscreen across her breasts.

Poppy found herself inexplicably unable to look away. Wasn't it normal as a woman to compare your body to others? she wondered.

"Would you do my back?" Willow handed the bottle over and turned away, holding her long brown waves up with a hand.

Poppy squirted the cream into her hand, slowly massaging it into Willow's back. She traced her lean muscles and smooth, tan skin. She'd never realized before how beautiful a back could be.

She pulled away quickly when she realized all the sunscreen had already been rubbed in.

"Thanks," Willow said, turning back, and suddenly her perfect breasts were on display again.

"Of course."

"Do you want me to...?"

"Oh, that'd be great." As she turned around in anticipation, she wasn't sure why she suddenly felt so awkward. This was her best friend after all, but she felt so bare with tits out like this.

When Willow's fingers grazed her skin, she flinched.

"Are my hands cold?"

"Yeah, a little," Poppy lied.

Wherever Willow touched on her back she seemed to leave behind traces of burning heat. It wasn't like they'd never put sunscreen on each other at the beach or given each other back rubs after long days at work, but this felt somehow different and Poppy wasn't sure why.

When Willow pulled her hands away Poppy had to steady herself- she'd been unaware of how much she was leaning into her touch.

"Thank you," she said as she turned back around.

She squeezed some sunscreen into her palm, keenly aware of Willow's eyes on her as she massaged it into her chest.

"Do you need help?" Willow asked. There was something in her voice that Poppy didn't recognize.

"Help?"

"With your sunscreen."

"Um... sure." She wasn't sure how to answer. Surely Willow wasn't offering what she thought?

Willow came closer to her and slowly began to rub the sunscreen into her breasts for her. Her nipples were rock hard now, and there was no way Willow hadn't noticed.

She gasped as Willow's nimble fingers rubbed sunscreen over her sensitive nipples, unable to believe what was happening and the way it was effecting her.

Too quickly, Willow pulled away.

"Thanks," Poppy breathed out, unable to think of anything else to say. She shifted uncomfortably, her bikini bottoms unmistakably damp.

"What are friends for?" Willow's tone was light, but her jaw was tight.

Poppy looked at Willow's face for a moment taking in her dark eyes, straight nose, and elegantly sharp chin. It was like all of her features were meant for each other, and Poppy thought there'd never been a more perfect arrangement of things in the world. Of course, she'd always known her friend was beautiful, but she'd never really appreciated it until right now.

"I think you missed a spot." Poppy didn't know what she was saying, only that she wanted Willow to touch her again.

Willow tipped her head. "Oh?"

"Yeah."

She moved forward and eyed Poppy's breasts, which were devoid of any obvious traces of sunscreen.

She brought her hand to Poppy's left breast. "Here?" She moved it to her right breast. "Or here?"

"Both," Poppy blurted out.

Willow chuckled and leaned into her, their faces almost touching.

"Do you like it when I touch you?" Her voice was rough. Hungry.

Poppy could hardly breathe. "Yes."

Willow's hand grazed Poppy's ribcage, and it was all she could do not to moan. How had she never realized how much she wanted this? Floods of memories came back- everytime they held hands while out shopping, or danced with each other in dark clubs, or cuddled on the couch while watching old movies. She felt like an idiot.

"When I hold your hand." Willow traced the back of Poppy's hand with her index finger.

"When I rub your back." She ran a finger up Poppy's spine, making her shiver.

"When I touch your tits." She squeezed her breast.

"Please," Poppy moaned, needing more.

Suddenly remembering that she could touch Willow too, she grabbed Willow's breast. She was struck by the soft fullness and the delicious weight of it in her hand. Willow's sharp exhale relieved her- she was not the only one having physical reactions.

They stared into each other's eyes for a moment before Willow brought her lips to Poppy's. It was gentle for a moment, but then neither could hold back their desire. Their lips worked against each other eagerly, and Willow slipped her tongue into Poppy's mouth, eliciting a soft moan. Willow pulled away and Poppy whined, but she instantly stopped caring about anything when Willow took her nipple into her mouth, licking and sucking expertly. Poppy's body flooded with a need so strong it scared her.

Willow pulled Poppy's bathing suit bottom off, and then she was laying naked with Willow above her, kissing and nipping at her neck as she squirmed. She began kissing Poppy's breasts, giving each one equal attention as she sucked and licked. When her teeth grazed her nipple, Poppy gasped.

She kissed lower down her ribcage, then her stomach until she was almost at her pussy. The hot feeling in the pit of Poppy's stomach grew unbearable.

Willow licked over her clit, tantalizingly slowly.

"Please," Poppy moaned. "Please."

Willow seemed to respond to her begging- she started sucking on her clit, eliciting a series of moans and curses from Poppy. When she slipped two fingers inside of her, Poppy couldn't help but cry out in pleasure. Willow's fingers somehow hit parts of her a dick never had. The idea that her best friend was inside of her right now was thrillingly erotic. She pumped in and out, increasing her speed in tandem with her licking Poppy's clit. Her orgasm began to build from deep inside of her, rising like the tide of a tsunami.

"Fuck, I'm gonna-"

She let out a moan so loud she was sure the other boats heard as her walls convulsed around Willow's fingers and her body erupted in pleasure,

Willow crawled up on top of her to kiss her, and she could taste herself in it. She was surprised by how turned on that made her.

She deepened the kiss, determined to repay the favor to Willow. As they kissed, she slipped a hand under Willow's bathing suit bottom, moving until she found the place that made her moan. She pulled the bathing suit bottoms off with the help of Willow shimmying. She pushed Willow under her so that she was the one on top, eliciting an uncharacteristic giggle from Willow. When she moved down to Willow's pussy, she realized she was unsure of where to start.

"I've never..."

"You don't have too," Willow assured her, and Poppy knew she meant it.

"I want to," she promised, and she really meant it too. She needed to know what Willow tasted like, needed to make her shatter into a thousand pieces like Willow had just done to her.

She thought about what she had liked when Willow had done it, and tentatively brought her mouth to Willow's clit, licking it slowly. The moan that came from Willow in response was ample encouragement, and she began to move more quickly with her tongue.

She slipped two fingers into Willow's tight pussy and began pumping in and out, instantly aroused by the action of fucking another woman. How had she never done this before?

Willow's hands slipped into her hair, urging her forward. She realized Willow was guiding her movements, but she didn't care as long as she kept hearing her glorious moans. Willow grinded into her, using her for her pleasure. It was so hot that she felt herself getting wet again. They kept at it, and though she could tell Willow was enjoying herself, she knew she wasn't close.

She pulled away and looked at Willow. "I have an idea."

She shifted them so that she was laying on the bench with Willow on top, and used her hands to guide Willow's hips forward so her pussy was hovering above Poppy's face.

"Is this okay?" she asked.

"Fuck," Willow groaned. "You want me to sit on your face?"

"Please." Poppy was desperate to pleasure her.

Willow lowered herself gently onto Poppy, who quickly found her clit with her mouth.

Willow began to grind against her as Poppy licked her clit. As she got closer, she began to ride her face, using her like a sex toy. Poppy didn't mind at all. She relished the sounds of her moans and the sweet taste of her pussy.

Willow moaned loudly as she came, liquid squirting from inside of her onto Poppy's face.

"Shit, did I just...?" Willow asked as she moved off of her.

Poppy sat up. "Yeah." She wiped her face with a beach towel.

Willow blushed. "I've never-"

"It's okay, it was pretty hot. Makes me feel good too. First time with a woman and everything."

Willow smiled slyly and poked her. "You'd never know."

Poppy bit her lip as she looked into Willow's dark brown eyes. She was perfect. How had Poppy never realized how perfect she was?

"It's things like that," Willow said.

She furrowed her brow. "What?"

"You always bite your lip. It's so sexy. We'll be in the middle of a coffee shop or something and all the sudden it's like you're trying to kill me."

"You mean... you like me?" The thought of her best friend having a crush on her made her feel... actually, she wasn't sure how she felt about it. She wasn't sure of anything anymore.

"I'm attracted to you," Willow said.

Poppy wasn't sure she liked the distinction.

"I slept with girls in college," Willow continued. "I thought it was just a phase. I like dick." She sighed. "But you confuse me. You're straight, so I thought it didn't matter."

Poppy shook her head- she wasn't so sure about the straight thing any more. How had she never noticed her best friend wanted her? Why hadn't Willow told her anything? She felt like she didn't even know her.

"You never told me you slept with girls." It was a stupid thing to hone in on, but she had thought they knew almost everything important about each other by now.

Willow shrugged. "It didn't seem important."

"Oh."

"Look, I don't wanna lose you as a friend. You're important to me."

"You're important to me too."

"It doesn't have to mean anything. We can just go back to normal." Willow met her eyes. "Or..."

"Or?"

"We could be the kind of friends who fuck every once in a while." She shrugged. "Friends with benefits. Lots of people do it. We're both straight, so it wouldn't even mean anything. Just pleasure for pleasure's sake."

Poppy didn't think there was anything straight about what had just happened.

"Pleasure for pleasure's sake," she echoed.

"Exactly."

She thought about the taste of Willow, the feel of her breasts, and the sounds of her moans when she came. She didn't want to lose that.

"Okay," she said, not really sure what she was agreeing to.

To be continued...?