The Mentor Ch. 02

Carli was thrilled with the idea and said breathlessly, "Okay." She allowed Ruth to lean her onto her back while she was kissing her throat and collar bone. Ruth kissed her neck and moved down to her chest, just when she was starting to kiss the firm flesh of her tits, she stopped and pulled away.

Carli whimpered again before Ruth crawled up the bed, "C'mon sweetie, let's get more comfortable." Carli gladly accepted the invitation. Her legs dangling off the bed was awkward. Plus she wanted desperately for Ruth to continue.

She rolled over and Ruth was already laying with her head on a pillow, patting the mattress beside her. She noticed Ruth gaze at her dangling tits with hunger in her eyes as she crawled up the huge bed to join her.

She laid down next to Ruth, both ladies on their sides, facing each other. They automatically began to caress each other as they resumed their kiss. Ruth was gently running her fingers over Carli's hip and thigh. Her heart soared as she felt Carli's hand on her own body, tentatively exploring, but doing it on her own.

They kissed deeply, both women making sounds of pleasure as they kissed and touched. Ruth brought her hand around the front of Carli's thigh and Carli raised her leg without even thinking about it, to allow Ruth to touch the inside of her thighs. Ruth drew her fingers up the smooth flesh of Carli's inner thigh and cupped her hairy pussy.

Carli moaned and shuddered, she brought her own hand to Ruth's tit and grasped it firmly as Ruth applied pressure to her most forbidden place. Ruth used her whole hand to massage the girls entire crotch, her middle fingertip even massaging her taint. Carli rolled her hips to increase the pressure, moaning into Ruth's mouth. Ruth drew her hand up and dragged her fingers through the wet lips and across the clit, bringing a gasp and a twitch from the woman.

Ruth drew her fingers softly up Carli's flat belly and across her tit to her shoulder. She pushed gently, rolling Carli onto her back, and rolled over onto her. Ruth looked into Carli's eyes and drew her fingers over the woman's full lips, across her jaw to her neck and shoulder. "God baby you are so beautiful!" She whispered as her hand continued down Carli's chest to cup her tit.

Carli had never known such tenderness, and no one but her mother had ever told her that she was beautiful before. She felt so much emotion, she actually felt herself well up with tears. She wanted to say something, to deny that she was beautiful, that Ruth was the more beautiful woman. Her words stuck in her throat.

Carli licked her lips to wet them, hoping it would help her speak, she could faintly taste herself on her lips from Ruth's touch, and that just added to the range of feelings that overcame her. Prior to this night she would never have been okay with tasting her own pussy, but tonight it was just a part of the experience. Yet another sexual line being crossed, and not gross or disgusting in any way.

She was feeling love for this woman, who was her guide, her mentor, and now her lover. And she felt a strong desire to be the best lover she could be. For Ruth. She would never want to disappoint Ruth.

Ruth was still staring in her eyes, with such passion, that Carli had to express herself somehow. Unable to speak she reached up and clasped Ruth's head in both hands and pulled her in for a fiery kiss.

Ruth had been reading all the emotions in her friend's eyes and her heart soared when Carli took it upon herself to initiate the kiss. She returned the kiss, matching Carli's enthusiasm, clasping her tit firmly and bringing her thigh up between Carli's legs.

Carli sensed Ruth's leg moving between her legs and spread them without thinking. Reflexively giving her friend access to her core. Thrilling as the firm thigh pressed against her pussy, grinding her hips to hump against the sweet pressure. Giving her the contact she needed.

Feeling Ruth's smooth inner thigh against her own, she raised her knee until she felt the warm wetness of her lover's pussy and she too applied pressure, causing Ruth to moan also. Carli was ecstatic that she could give pleasure back in some way, and she pushed harder, amazed by the wetness and heat she felt there.

She slid her fingertips up and down Ruth's ribcage, eliciting a slight squeak, then reached for her tits. Carli was glad to give Ruth pleasure when she grabbed the more mature women's breasts and got a moan in response. She loved the feel of her friend's tits and enjoyed being able to fondle them.

Ruth knew that Carli was instinctively trying to make sure she was feeling good too, and was proud of the woman for her desire to give pleasure as much as receiving it. She had known since she met Carli that she would be a selfless lover, if only she could let herself go.

And let herself go she was, her touch was just as thrilling as her growing desire. Ruth straightened her arms and looked down at Carli's hands on her tits. Her position put more pressure on their lower bodies, and where they were molded together.

She cooed as she watched Carli massage her tits, rode her leg and felt the hot, wetness of her young pussy on her own leg, with the added tickling of her public hair. She looked at Carli and smiled, her eyes gleamed as she said, "That feels nice sweetie. Are you having fun?"

"MmMmmm, yeah" Carli whispered back as she gave Ruth's tits another squeeze. "Me too baby." Ruth placed a quick kiss on her mouth and moved on to her neck where she whispered, "Me too. So much fun I just want to eat you up!"

Ruth kissed her wetly below her ear, then a little further down, and further down more. Carli gasped as Ruth made her way over her collarbone and down her chest. Carli's tits stood up proudly from her body with barely any sag as she lay on her back, and Ruth took her time kissing all the firm flesh around her areola. Finally she sucked one nipple between her lips and flicked it with her tongue.

Carli left out the cutest little whimper, so Ruth did it to the other nipple too, then opened her mouth farther and sucked Carli's entire areola into her mouth and swirled her tongue around it.

The two women continued to hump their wet pussies against each other's leg, Carli continued to make the most adorable sounds in her throat, and Ruth continued to feast on her tits, until she felt the urge to continue down Carli's body.

They both immediately missed the contact when Ruth moved down and had to pull her thigh from Carli's crotch. But she was sure to drag her hard nipples over the girls body as she kissed her way lower. Ruth always loved the feel of another woman's nipples on her own body, and she sensed Carli liked it too by the way she squirmed.

Soon she was rubbing her tits on Carli's legs as she randomly kissed and licked the lower part of her flat belly. Ruth kissed her belly, hips, and all around the bush of hair, teasing that she would go lower, then not going there.

Soon Ruth lifted one of Carli's legs, high in the air and licked her inner thigh, just above the hollow spot where her leg met her crotch. Carli whined with pleasure, and Ruth kissed the hollow spot. Carli gasped.

Ruth had been planning on working her way down to Carli's toes, then maybe roll her over so she could savor her shapely calves and the back of her thighs. Then she wanted to feast on that sweet ass she had waited so long to see.

But now she was so close to Carli's pussy that she could smell it, and she knew she couldn't pass it up. She had waited so long for this. She was sure that she would have opportunities in the future to fully explore this beautiful young woman's body. She was so fucking hungry for her, she used her fingers to separate the hair in her way and ran her tongue through the wet lips beyond.

"Ehhhh!" Carli sang, and Ruth used the fingers of both hands to comb more hair out of the way, running her tongue deeper into Carli's soaking slit. She used her lips and tongue to sensuously kiss the delicate, wet center of the hole. "Ehhhhhhhh!"

Ruth knew the signs, Carli was going to cum quickly. And Ruth was going to savor every drop, Ruth knew that every woman tasted differently, just as every man did, and she found Carli to be delicious! She continued to lap at the wet folds going deeper on each pass. Carli continued to whine. "Ehhhh, Ehhhh, Ehhhh!"

Ruth started to add a swipe of her tongue up around Carli's clit and she felt her legs quiver as her moans deepened. "Uuhh! Uuhh! Uuhh!! Carli brought her knees up and spread them wide, giving Ruth all the access she wanted. Ruth was so grateful that Carli could make such a move, without thinking about it being lewd or unladylike. And she took full advantage of the offer and went to town on her.

Carli was panting now, in time with Ruth's tongue. She had never known this could be so good. She had never had anyone give so much attention to her pleasure. Her only previous relationship was mere crude fumbling compared to this. The make out sessions that they had prior to the one and only actual fuck, Carli now realized, were not for her benefit. He had only stimulated her to get into her pants. It was never about her, only about himself.

But this was different. Ruth was concentrating on giving her pleasure, and deriving pleasure of her own from that! Carli vowed to reciprocate the best she could. She knew she didn't have the experience and skill of this beautiful woman who was making her feel so good, but she was determined to try.

All these thoughts were flitting around her mind as Ruth maintained her oral assault, lapping, licking, probing. Every swipe of her tongue took Carli higher. Closer to her climax. She was panting in her high pitched voice, which only encouraged Ruth more. And just when she thought it couldn't get any better, Ruth slipped a finger inside her.

Ruth was sure to suck Carli's clit in between her lips as she slid her middle fingertip all the way inside her, then turned her hand palm up. She drew her finger back along the top of her pussy and straight to her Gspot. Carli never even knew there was such a thing. But when Ruth pushed against it and started rubbing, while sucking her clit, she fucking exploded!

By now Roger, remember Roger? Roger had been tasked with bringing the ladies some wine. He had taken his time and cleaned up all the beer cans from the coffee table, then picked out a nice wine and 3 glasses and followed his cock upstairs. He knew full well how badly his wife had wanted Carli, she talked about her all the time. And now that he saw her, he understood. She was smoking hot!

So when he got to the bedroom door he paused and listened. What he heard completed his dicks journey toward full erection. He heard the soft moaning and gasping of two women making love. And as much as he would love to watch, he could not bring himself to interrupt them. And besides, he knew from experience how erotic it could be just listening to two sexy women going at it. So he got comfortable on the floor with his back to the wall, right next to the door. Wine in one hand, hard dick in the other.

He could hear both of them making their sexy sounds of satisfaction. But eventually he could only hear Carli's voice, and he knew his wife was working her magic. Carli's voice grew louder, more urgent with her excitement. And soon he knew she was on the verge of cumming.

He could see it plainly in his mind, as he had seen it in person enough times. He knew Ruth was in a zone and she was going to have Carli screaming soon. He took a swig from the wine bottle and stroked his cock and waited for it.

When Ruth pushed her finger inside Carli she was amazed by how tight she was, and overjoyed by how hard and quickly she came. She worked on the Gspot while still sucking and licking her clit, and the girl went crazy. Carli clawed at the sheets and dug her heels in, lifting her ass off the mattress as she let out her loudest shriek yet.

Ruth felt Carli's snatch clamp down on her finger and she fought to maintain her pressure on her Gspot as Carli squirmed and thrashed. Carli was so tight had very strong inner muscles.

She had a vision of Roger trying to get his cock in her hole and realized she better try to get more fingers in her. She had to get Carli ready for the fucking she was going to get. She didn't want Carli to experience too much pain. Even though she knew that the threshold of pain and pleasure was a thin one.

Ruth pulled her knees up under her and maintained the suction of Carli's clit. Ruth began to fuck her with the single finger, in and out, in and out, using her wrist to work the digit, her mouth on Carli's clit, just sucking and swirling her tongue around it. "EHHH EHHH EHHHHRUTH!" Carli wailed.

Ruth added another finger and kept up the rhythm, in and out, in and out. Dragging her fingers across Carli's Gspot with each stroke. "EHHH EHHH EHHHH!" Carli sounded so sexy to Ruth, and to Roger, who could hear her clearly through the door. He wondered if Ruth was using one of her toys on her

"RUTH! EHHHRUTH! WHAT ARE YOU DOING? EHHHSTOP!" Carli exclaimed. She had never known this much pleasure before, didn't know if she could handle it. She had never cum this hard with her hairbrush. Nor when she teased her own clit. She couldn't fathom what she was feeling and she was afraid of how much more she had to endure, but at the same time she didn't want it to end.

Ruth soothed her free hand up Carli's quaking body and replaced her mouth with her thumb on Carli's clit. She whispered, "Oh yeah baby, cum for me. Cum for Ruth sweetie." "EHHFUCKRUTH! I CAN'T TAKE IT!" Carli blurted as her head thrashed back and forth and her hips undulated with Ruth's probing fingers.

Ruth was sliding her free hand across Carli's torso, up across her tits and back down over her belly as she told her softly "Sure you can baby. You can take it. Keep cumming for me." She slipped a third finger in her friend and kept stroking in and out.

The pressure on her fingers from Carli's spasms was just so exciting for Ruth. It had been years since she had felt a pussy this tight. And the amount of cum that was flowing freely onto her hand and down Carli's ass, soaking the duvet was impressive.

She kept her fingers working in Carli's hot, tight snatch and leaned forward to kiss and lick her nipples. Carli gasped and seized her head. She didn't think she could take anymore stimulation. She tried to pull Ruth up for a kiss, and Ruth gladly assented.

Carli noted the difference in the taste of Ruth's mouth, and knew she was tasting herself, her own pussy! And while she had never thought about it before, she realized she liked the taste. And she liked the idea that she was tasting herself on Ruth! She wondered if Ruth was going to taste the same when she finally went down on her.

Because she had every intention of giving Ruth the same treatment she had just received, she just hoped she could provide the same level of pleasure.

Ruth stretched out on top of Carli and kept fucking her with her fingers. They were kissing passionately and Carli was still riding a series of small orgasms.

Feeling the weight of Ruth's body on top of her reminded Carli of the time her ex had fucked her. Except Ruth was doing it with more caring and passion. Her husband hadn't kissed her while thrusting himself into her. And he surely didn't last as long as Ruth's fingers. She felt like she was finally making love, for the first time in her life.

Carli's hands explored Ruth's body and she tried to get one hand on Ruth's pussy. She wanted to reciprocate the way Ruth was making her feel.

Carli remembered what Ruth had said about making someone feel as good as they made you feel. That and a desire to thank the woman for helping her discover these erotic delights and new experiences, topped with a healthy dose of curiosity, made her wrap her arms around Ruth and roll her suddenly onto her back.

Ruth let out a yelp of surprise as she was flipped over and Carli came to rest on top of her. Carli immediately resumed kissing Ruth, then she moved down to her neck and chest. She wasn't as slow and sensual as Ruth had been when she kissed her way down Carli's body, her excitement wouldn't allow it. But Ruth was thrilled by the girls enthusiastic approach. Carli was taking the initiative, she was taking control, and Ruth couldn't be happier. Or hornier.

"Ohh yes Carli, yes." She murmured. "Oh sweetie you are making me feel so good, don't stop baby." Ruth encouraged Carli. She knew the young woman would eventually learn to be more gentle and make it more torturous, but at that moment, she was ready to go anyway. She didn't need any more foreplay. She was glad to be ravished.

Roger had heard Carli cumming, and it had sounded like a good one. Then he heard her settling back down to a steady panting. He knew his wife had gone down on her, and he was glad for her as he knew she had waited a long time for that.

When Carli's moans settled Roger figured that was his cue for his entrance. But as he was getting up to gather the wine glasses, he heard Ruth squeal with surprise. Then he heard her moaning and encouraging her new lover, and he was both disappointed and happy.

He was disappointed that he would have to wait for a chance to fuck this beautiful young woman, but happy that she was coming out of her shell and putting the moves on Ruth. And he was happy for his wife, who was now apparently being devoured by the little hottie.

So he took another swig of wine and sat back down, and tried to keep his hands off his dick while he waited, and listened. He didn't want to be too primed.

Carli was now focusing on Ruth's titties. She thought they were so cute. They were smaller than her own, and not as firm, but the nipples stuck out much farther from a much smaller areola. They were a bright pink, unlike her own dark, chocolate colored ones.

And she was learning that they were just as sensitive. She tried to apply all the techniques that Ruth had used on her. She licked them and circled them with her tongue. She pointed her tongue out and flicked it over the extended nipples. She sucked them in between her pursed lips and pulled her head back. She even gnawed gently with her teeth. All the while switching back and forth randomly between the two, paying close attention to Ruth's responses getting emboldened by Ruth's whispered, but excited encouragement.

She was so emboldened in fact, that she began to use her fingers to tease Ruth's hairless pussy. She drug her fingers over the sensitive area and her beautiful lover gasped at the sensation. Carli was amazed by the texture, the soft wetness. So she did it again, and again she got a positive response. "Yes baby, touch me, touch my pussy!" Ruth gasped. "In fact, my boobs are good for now, take your time and get to know that spot." Ruth whispered with a smile.

Carli was ready to move down anyway. She wanted to see Ruth's private place, pussy, she reminded herself. She wanted to see Ruth's pussy. The bare flesh around it, the subtle dark pink petals of flesh, she needed to learn about it. She needed to know what it tasted like.

She smiled at Ruth and wasted no time with kissing her way down Ruth's torso. She went to her knees and used her hands to spread Ruth's legs wide. She gazed at the beautiful sight before her with wonder. "Go ahead sweetie, touch it, touch me." Ruth urged. "Get acquainted, make yourself at home down there!" Ruth added with a giggle. She got up on her elbows so she could watch what Carli was doing.

Roger overheard his wife and smiled, before taking another gulp of wine and clasping his hand around his cock.

Carli was kneeling between Ruth's legs and looked up at her with a devilish smile that was reflected in her eyes. She reached down and drew a single finger up into Ruth's lips, causing her friend to hum contentedly.