I hadn't seen my best friend, Carol for ten years. We had kept in contact through phone calls, letters, emails, and the ocassional on-line chat. We had once been roommates, but had moved away from each other when we both got married. When we lived together, I was always curious about what it would be like to make love to her. I had always had fantasies about making love to another woman, but I was afraid to act on it. Carol told me that she thought two women having sex was gross, so I figured my fantasy was something I'd have to keep to myself forever. I'd often masturbate, thinking about making love to Carol. My orgasms were always very intense.

As I was chatting on-line with Carol one day, she mentioned to me that she and her two children were going on a trip to visit her parents. I lived only about a 4 hour drive from them, so she asked me if she could come and visit me also. Since we hadn't seen each other in so long, I thought it was a great idea, and agreed to pick her up after she spent a week with her parents. We both anticipated the time together. We talked about spending a lot of time reminiscing about all of our past escapades when we lived together. I looked forward to spending time getting to know Carol all over again.

The day finally arrived when I had to pick her up. We hugged like the two long lost friends that we were and proceeded to make the trip back to my house. She was going through a particularly difficult time in her marriage and needed time to sort her feelings out. When we got to my house, we settled in for our two week visit. True to form, we talked about all the good times we'd had. We even talked about some of the not so good times. My sexual attraction to her still lingered in the back of my mind, but once again, I didn't want to take a chance of destroying our friendship, so I kept it to myself.

It was July and very hot. Carol and I had just come back from running errands, and were cooling off in the air conditioned house. We both decided to take showers, and then relax and chat some more. I had two bathrooms, so it was easy for both of us to get cleaned up at the same time. When I lounge around my house, I normally only wear a comfortable dress with nothing underneath, so when I got out of the shower, that is how I dressed. I walked out into the living room, and Carol was sitting on one end of the couch. I sat down on the other end, with my legs curled up in front of me, facing her. She swung her legs up onto the couch so we were both facing each other, and we began to talk. She kept smiling at me in a funny sort of way, and I felt myself getting a bit embarrassed. I wasn't sure what was going through her mind. The next thing I knew, she stretched out her leg and stuck her foot up underneath my dress. I was stunned, to say the least. I stopped talking and just looked at her. Her smile got bigger, and she started to wiggle her toes around my bottom. I grabbed her ankle with my hand and told her to stop. The more I tried to hold her ankle, the more she wriggled around. Her foot kept coming in contact with my bare flesh. I was so embarrassed and confused. Finally Carol looked at me, and with a smile, ran her tongue seductively over her lips. I kept remembering all the times she had told me that two women making love was gross. Was she really serious?

I started to let my inhibitions down a bit. I relaxed my hold on Carol's ankle, and finally let go. She wriggled her foot a bit more on my bare bottom. It was obvious that she was trying to find a target. "What the hell," I thought. Why not. I relaxed my legs and let them fall apart. Carol pushed her foot further, and her toes came in contact with my pussy. She wriggled her toes a bit more, and the next thing I knew, she was stroking my open slit with her toes. It felt wonderful, so I opened my legs further. After a few minutes of this Carol said, "Do you want to go in your bedroom?" "Ok", I said.

We got up and went to my bedroom. I was so nervous. I felt like I was in some kind of a dream. I decided to let Carol make all of the first moves, because I was really afraid to be too bold. Carol closed the door and locked it. She proceeded to undress and asked me if I'd do the same. That was easy for me, since I had on nothing but a dress. I pulled the dress over my head and stood before her naked. By this time, she was completely naked also. Carol has extrememly large breasts. I asked her how big they were, and she told me that they were a 44DDD. My breasts are very small in comparison. I only wear a size C. She motioned for me to lie down on the bed, and I did. She crawled on top of me and started kissing me passionately. I must say, it was strange to know that I was being so intimate with my best friend, but it was also nice. As she kissed me, she started caressing my breasts. She worked her way down and started stroking my pussy. I spread my legs, and her fingers worked their way inside of my silky, wet slit. She stroked up and down the length of my slit and rubbed my clitoris. I moaned and opened my legs further. Carol moved down and replaced her fingers with her mouth. She placed her mouth over my now swollen pussy lips and sucked them. Her tongue snaked out and started licking my slit and cunt. I was loving every minute of it, but I really wanted to see her pussy. I couldn't wait any longer. I nudged her off of me and pushed her down next to me. She started caressing her big tits. They were so big, she was able to suck on her own nipples. I stroked her tits for a few minutes and watched in awe. Carol opened her legs for me. I finally got my first real look at her pussy. I had seen mine enough times, and was surprised at how much alike they looked. I had seen other pussy's in magazines, but they all seemed quite different.

"Touch my pussy", said Carol. I reached my hand out and touched her hairy lips. They felt soft and nice. Carol groaned and opened her legs. "Put your fingers inside", she moaned. I placed a finger in her opening and she moaned louder. "More", she said. I placed another finger in, but still she asked for more. Finally I had all four of my fingers inside of her steaming wet hole. My thumb nudged her clitoris. "Fuck me hard. I like it hard," cried Carol. I started pumping my fingers in and out of her pussy. She spread her legs as wide as she could, and lifted them into the air so that I could get my fingers deeper inside. "Oh god Amy, that feels so good! Fuck me baby. I love you. I'm gonna cum soooo hard!" Carol moaned. Suddenly, I felt her cunt contract on my fingers as wave after wave of orgasm washed over Carol. "God, I'm cumming," she screamed. "AAAAHHHHHHHHHH". As her orgasm subsided, I started to removed my fingers. "No!", she cried, "keep fucking me. I want to come again!" I continued to fuck her with my fingers. I watched them going in and out of her red juicy hole as she continued to moan. My pussy was throbbing with desire. I felt her orgasm race through her again, and again. A total of three times. I finally started to ease my fingers out of her cunt, when she reached down and pulled her pussy lips apart. She started masterbating as her clit grew larger and larger. I decided I wasn't going to let this opportunity slip by, so my fingers joined hers in the dance of love. Our fingers mingled and intertwined in her juicy, hot slit. As her body started to twitch on the brink of another orgasm, I lowered my head and sucked her clit into my waiting mouth. I flicked my tongue all over and around her clit as she started her fourth orgasm. Just as I was beginning to wonder how many orgasms Carol was going to have, her body relaxed and she pushed me away. With a contented sigh and a smile, she lay there completely spent.

I laid back and opened my legs. It was time for me to have an orgasm. I didn't even care if I got help at this point. I was in desperate need of a good cum. I faced Carol and opened my pussy lips as far as they would go. She watched as I fingered my hot slit and clitoris to a mind splitting orgasm. Afterwards, we laid side by side and just smiled.

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