The Best Friend

I removed her bra, and she pulled me down on top of her. She began to undulate her body against mine, creating delicious friction between her crotch and my own. I wasted no time in getting acquainted with her other breast, this time with my mouth. No longer looking to tease, I focused only on maximizing pleasure for her.

"Ah!" exclaimed Chelsea the moment my mouth connected, arching.

Both of her nipples were now at my mercy. I circled my tongue around her nipple, creating a swirling wave of pleasure. I mirrored the sensation by tracing the same path with my thumb on her other nipple. Her fingers now tangled in my hair, causing my scalp to tingle.

"Mmm, I love the way you sound," I said, fluttering my tongue over her nipple.

Another, "Ahh," escaped from Chelsea, making a sexy hissing sound as she sucked short breaths through her teeth. I could feel her body tightening like a violin string under me.

I trapped her nipple between my teeth and my tongue, pinching the other nub at the same time.

"Ahhh!" This time a squeal. She tightened her grip, shocked at the intense sensation, pulling my hair and eliciting an unexpected moan from me.

"Oww," I said playfully before flicking my tongue and finger on her ever-hardening nipples.

"Mmm!!" Her eyes squeezed tightly shut. Her hands gripped and released my hair in response.

"Pull my hair all you want," I told her, intensifying my stimulation of her nipples. She pulled again in response, turning me on even more as she grew more confident.

I could feel the violin string tightening dangerously taut as I pushed Chelsea closer to a climax. Moving one inch at a time, I kissed my way back down to her hips. My hands continued to glide over the sea of skin, fingertips surfing every wave of motion from her steady, smooth grinding. My mouth and hands arrived at the top of her jeans.

I glanced up, looking for any sign of hesitation from Chelsea as I went to undo the button. She tensed and I froze, thinking I might have pushed too far too fast.

"No, don't stop," whispered Chelsea, reaching down to help undo the button and zipper. We locked eyes as I hooked my fingers and tugged at the jeans. Chelsea lifted her hips, making it easier for me to pull before finally freeing her legs of the pants. I had to restrain a satisfied smirk when I noticed a lovely wet spot on her panties.

"Bev?" said Chelsea, looking impatient and desperate. She raised her eyebrows, in a get on with it gesture as I stared dumbly. I knelt between her legs, grabbed one of Chelsea's ankles, and kissed down the inside of her leg towards that yummy wet spot. She moaned deliciously.

My other hand caressed her other leg until they met at the edges of her underwear. I couldn't help groaning with pleasure at the warm, intoxicating scent that greeted me. The heat between us intensified as I teased Chelsea with kisses and caresses, both of us squirming and breathing hard as my lips and tongue got closer and closer to my target.

"Bev, please," she pleaded, moaning and panting as she tried to get me to touch her.

I could no longer restrain myself. I finally pushed the fabric aside and slid my tongue up the length of Chelsea's hot, delightfully wet pussy, spreading her wetness over her lips and clit. I nearly died from the pleasure overload. My heart was racing, blood thumping in my ears; my breathing was as erratic as if I'd just run drills at soccer practice. I could feel the wetness pooling between my own legs.

"You taste amazing," I said, as I explored with my tongue, noticing the light, sweet, and slightly tangy taste of Chelsea's juices.

The warm scent of sex with undertones of that uniquely Chelsea smell flooded my nose, making me feel incredibly aroused. The moans and gasps coming from her were like ambrosia to my ears. Hearing her enjoying me was nearly my undoing as I slid my tongue in slow circles around her clit.

"Oh, Bev," Chelsea moaned, whispering between wild breaths. "You make me feel so good."

"Fuuuuck," I groaned. Done with trying to go slow, I parted just long enough to quickly tug the panties down and gain full access. Chelsea swung her legs together to help speed up the process and propped herself up with her elbows to watch as I removed her last garment.

Her lips were clean shaven, but to my delight, her mound was closely trimmed and not totally hairless. The best detail, however, was the copious wetness coating her entrance, her pouting pink lips inviting me in.

"Tell me what you want," I said, my voice deep and husky with lust. My eyes were fixed to Chelsea's as I spoke. My hands shook at my sides from holding back from her. I could feel the arousal spreading in waves from my core to the rest of my body. I was burning with lust.

Meeting my eyes, she bit her lower lip, eyes half-lidded with desire, and said, "I want you."

My heart flipped in my chest at those words. I dove back between her legs, hungrily licking up every bit of the glistening liquid coating her lips. My tongue explored every fold, every valley, while my lips created a gentle suction as they traveled. Chelsea wrapped her legs around my upper body as I worked. She was trapping soft moans behind her tightly shut lips.

I paused briefly to say, "Let me hear you. Don't hold back." Then resumed sliding my tongue gently over her budding clit and down towards her opening.

"Mmmm, okay. Ahhh," was her breathy response.

My tongue circled her entrance, kissing there as passionately as I'd kissed her mouth just minutes earlier. Shifting the width and hardness of my tongue, I caressed, licked, and probed, attentive to Chelsea's reactions as I did so. Soon I found a pattern that seemed to provide the most pleasure for her, and she rocked her hips to increase her pleasure against my face.

"Yes, oh Chels," I said as she ground herself against me. Without stopping my tongue's movement, I looked up to watch her. She was still propped on her elbows, but her head was loosely hanging back, her eyes closed. Her lips parted as she exhaled, sometimes she licked or bit down on her lower lip. Her heaving chest made her full tits bob up and down, much like they did that summer day in her pool.

I could not get enough of Chelsea's sounds, so I shifted my movements and purposely focused my tongue on only the spots that caused the best reactions. I circled and gently sucked on her clit, progressively increasing the pressure and speed of my stimulation. Her legs tightened around me. Gasping, she said, "Oh, yes. Just like that. Yes! Don't stop."

She began trembling, her breath shaky, releasing short, quick moans as I complied. I slid my hands under her thighs and pushed them up, opening her to me. I slowly dipped my tongue into her, drawing a deep groan from her. Just as slowly I withdrew, circled her clit, and returned. Again, I slowly plunged deeper, flexing my tongue to press against her delicious pussy.

"Ohhh, Bev," moaned Chelsea as she collapsed from her elbows to the floor, trembling.

"Fuck, I love hearing you say my name."

Once more, I withdrew to circle her clit before driving my tongue back into her. Again. And again. And again, steadily increasing the tempo, I began to really fuck her with my mouth. Faster, harder, and deeper I went, gripping her legs as they shook with each dive.

Chelsea was bucking wildly, meeting my fierce rhythm with her hips. Her breathing raced as I drove her to ecstasy. I held my breath, knowing her release was moments away, and I worked my jaw to drive my tongue deeper still while she mashed her clit against my nose. I swirled and flexed my tongue, pressing, caressing, filling her pussy as she moaned.

I replaced my tongue with the tip of my thumb, circling her entrance while I sucked her clit the way she liked. I pressed gently, not quite going in, just teasing her.

"Yes," she hissed. "Yes, Bev, go inside me. Please."

I couldn't resist. I replaced my thumb with two fingers, coating them in her wetness before sliding them slowly into her, curling them a little once they went as deep as they could.

"You're so wet for me," I panted between kisses on her clit. Chelsea moaned, her head thrashing from side to side as I fucked her with my fingers. I went slow at first, enjoying the sensation of the warm suction around me as I pushed in and out. Her clit throbbed in my lips; it was hard as I sucked it in my mouth and caressed it with my tongue.

"Oh my god, you feel so good," she said, grinding herself against my face and fingers, driving them deeper and deeper. Her pussy felt amazing. I could feel it tightening and pulsing against me as I fucked her until finally... "Ah! AH! AHH!"

Her hands shot back into my hair, holding my head in place as she finally reached her orgasm. Her back arched harder than ever, her whole body tightening and releasing as the waves of her pleasure crashed over her. She released her hold on me, sighing as she melted onto the floor.

My heart felt like it might explode right out of my chest. I gently slid my fingers out and wiped my face on the back of my sleeve, catching my breath while resting on my elbow, just gazing at Chelsea's spent body before me.

"Mmm, come over here," called Chelsea, patting the space next to her with her eyes still closed.

I crawled up next to her and laid on my side, using one arm as a pillow, and faced her. She turned to face me and snuggled closer, tucking her head into the crook of my neck. I pulled her close and kissed her forehead, relishing the warm embrace. We lay that way for a few minutes, enjoying the silence between us.

"That. Felt. So. Good," she said each word between little kisses she placed on my neck, sliding her hand along my back and sending shivers up my spine.

I hummed, responding with my own caresses on her bare back.

"I like the way you sound," she said softly. Her lips tickled my neck as she spoke, causing more shivers to go through me. Then she did something unexpected.

"Ah!" I exclaimed. She'd bitten me.

The slight pain, coupled with the feeling of her hot breath and lips on me was unbelievably sexy. I flinched, pulling away to protect myself, but Chelsea growled and rolled over flat on top of me. I was pinned again. This time, however, I had zero intention of fighting it.

She went for my neck again and I let her, laughing. She kissed and nibbled while I squirmed under her. She slid a knee up by my side to steady herself and had a hand on my shoulder. I took the opportunity to feel my way up from the back of her thighs and over her toned behind.

"Oh?" squeaked Chelsea, a little surprised as I squeezed it. "You like that?"

"Mhmm," I answered. "I like everything about you."

I guess that was the right thing to say because she went back to kissing me, so fiercely that it caught me off-guard. I kissed her back, matching her passion. Our hands roamed all over each other, mine on her bare skin while she surfed over my clothes.

Just as abruptly as she'd kissed me, she stopped and pulled away. She rolled off me and stood up, leaving me dumbfounded on the floor. I looked up, cocking my head to the side like a confused puppy. The view from there was stunning.

From her long, toned legs to the enticing juncture between them, to her sexy six-pack, to her full breasts and dark nipples, I admired her physique. Raking my eyes across her skin, I stopped at my favorite bits: the graceful features of her face. Strong, high cheekbones, lovely pointed nose, full red lips, narrow, delicate jaw adorned by her dimpled chin. Her big black eyes outlined by thick lashes and full, curved eyebrows, all beautifully framed by her long raven hair.

"You're so gorgeous. It's not even fair," I said.

Rolling her eyes playfully, she said "Come on," holding out her hand in a 'get up' gesture.

I stood and looked at her, still confused. She stepped closer to me, leaning down a little to kiss me again, walking me back towards the couch. Then she slid her hands under my t-shirt and pulled it up to remove it. I cooperated, lifting my arms to clear both my t-shirt and hoodie.

She tossed them aside casually, and said, "Now it's my turn," as she pushed me onto the couch.

"Your turn to do what?" I said as I settled my back against the armrest, my legs straight across the seat. She straddled me gracefully and braced her hands on the armrest next to my head.

"To make you feel good," responded Chelsea, pecking my lips casually. Then she sat up and examined me with a thoughtful look on her face.

"Uhh...what is it?" I said, immediately feeling self-conscious.

"Well, I've never done this before," she said thoughtfully. A curious kind of glint in her eyes. "I wonder..."

Then she ran her nails lightly from my chest down to my belly button. I shivered in response. "Wonder what?" I asked.

"What if I...?" Chelsea then ran a hand from my knee up to my thigh, stopping at the bottom of my hip. I twitched at the sensation, tilting my hips up under her.

I caught on to what she was doing. "You'll get about the same response you'd get from a guy if that's what you're thinking. Well, short of one small-ish thing..." I said, smirking at my innuendo.

She giggled and kept tracing her fingers all over my torso, inching closer and closer to touching my breasts. My nipples were screaming her name through my sports bra, yearning for her to stop holding back. Her hand tentatively grazed me, and I gasped with pleasure at the brief contact. Emboldened, she took hold of my small breast, testing out the feeling, kneading my aroused flesh.

"Do you like that?" she murmured, excitement and hesitation in her soft voice.

I nodded sharply as she teased me through my bra, running each fingertip over my nipple. It seemed like she was enjoying this despite being nervous. The slight tremble in her hand added to the vibrant energy she was sending through me. Every time she touched me lightning shot from her fingers, through my skin, to my core and struck right on my clit, burning everything in its path. I felt like I was melting from the inside out.

"What about this?" She slid her hand under my bra, caressing my eager bud with her fingers then her palm. The sensation made my clit throb. I twitched in response, nodding again.

"Mhmm," was all I could muster.

She slid her other hand under my bra, using the back of her hands to slide it up over my head. I felt a bit anxious, being so exposed, but the sensation was fleeting. She seemed to have forgotten her nerves and was meticulously exploring every inch of my skin with her hands. Her long thin fingers danced across my nipples, squeezing and twisting them, orchestrating a lightning storm inside me.

"Chels," I groaned, writhing beneath her. "Chelsea, mmh."

"Yes?" she purred in my ear. Another lightning strike. My underwear was soaked; I badly needed release. She began to nibble on my ear. Her lips gently sucked on my earlobe, while her hot tongue swirled around and her breath tickled my ear, almost making me come right then.

"Chels, I need you," I pleaded in a whisper, hoping desperately that she wouldn't shy away.

With a determined look, Chelsea trailed a hand down my torso towards my aching center. Her shaky fingers fumbled around, clumsily looking for the right place to land over my clothes. She found the top of my slit, caressed up and down a bit in a way I imagined she might have stroked a dick. It felt nice, though it was not quite what I needed.

I moved my hips against her, trying to adjust so I'd get friction where I wanted it. She got the hint, then pressed down a little too hard on my clit. I flinched. Startled, she withdrew immediately. The tension inside me faded a little. Sigh.

"Sorry. Sorry. I don't -" she sputtered.

I interrupted, not wanting her to feel bad. "It's okay, don't worry. Come kiss me." I pulled her back down for a kiss, placing my hands on her hips.

Chelsea did as I asked, kissing me sweetly, apologetically. I kissed her back, letting my hands run unrestrained over her skin, trying to get her to relax again. She explored my own exposed skin, caressing my arms the way I'd done for her so many times when she was cold. I was beyond ready to go but didn't want to rush or pressure her.

I reached down towards my sweats, wanting to feel her against my skin, and she helped to pull them down just enough to let me kick them off my legs. Then she looked down at my underwear and let out a small giggle.

"Cute undies," she said, smiling at my patterned boy shorts. They had silly SpongeBob faces printed all over. They were the perfect way to shake the awkwardness of the moment.

"I know," I said with a goofy grin. "Now come here." I grabbed her hips and adjusted mine under her. We both felt lovely pressure and friction as our bodies connected. I made a thrusting motion under her. She understood where I was going with this and began to move her hips in tandem with mine, grinding into me just the way I wanted her to.

She hummed, resting her hands on my knees as she rocked against me as if on horseback. "Mmmm, this was supposed to feel good for you," she purred.

"Trust me, it does." Her warm pussy was rubbing against me just right, tantalizing my clit and building up the tension inside me once more.

I watched her ride me, her eyes closed again as she enjoyed the feeling, biting her lip occasionally. Her tits bounded delightfully as we moved. I cupped them in my hands, and they filled them perfectly as if they were made precisely for me. Loving the feel of her nipples against my palms, I squeezed gently. She groaned in pleasure.

"Fuck. You are so damn sexy," I said, throwing my head back as I intensified my hip thrusts. She matched my ardor, practically bouncing on me now. Both of us groaned in ecstasy every time we crashed onto each other.

Chelsea shifted her weight forward, now resting her hands on the armrest for leverage. Her knees spread farther apart, allowing her to rock her hips even deeper against me. I could feel her wetness dripping on me, and the tension in my core returned, ready to burst at any minute.

I gripped her ass with both hands, spreading her open when she rocked back and pulling her harder against me when she rocked forward. Shifting my right hand between her legs, I moved my fingertips to brush her soaked pussy as she moved. She gasped as I slid two fingers over her opening.

"Fuuuuuck," I moaned, feeling how wet she was for me, again. Chelsea moaned, too, then moved back against my fingers.

She gasped, moving slowly as my fingers entered her tight pussy. My toes curled at the sensation of her walls contracting around me. She slowly rocked forward again, pulling my fingers away to grind her clit against my palm, catching my thumb. Then she repeated the motion, letting my fingers back in, torturously slowly, but going a little deeper. Holy shit, I'm going to die.

This time I flexed my fingers, taking my time to find her "spot." Steadily, she increased the tempo of her rocking. I matched her pace, increasing the pressure of my fingers as she moved faster. Soon she had my fingers in as deep as they could go, grinding passionately against me and setting my heart to overdrive. Our moans grew louder and louder as we both dove deeper into the pleasure frenzy between us.

"Chels, oh, you feel so good," I gasped. She drove my fingers into herself once more. We were both so close, but my fingers couldn't quite reach at this angle. I flipped us over so I could move my hand more comfortably. Now on top of her once more, I slipped my fingers deeper into her, using my thumb to attend to her clit. We regained our rhythm, and after a few minutes of thrusting in and out of her, I found what I'd been looking for.

"Oh, right there. Oh, Bev, yes. Yes! YES! YES!" she moaned, each "yes" matching my thrusts.