Title: Judy’s Best Friend Katy

Keywords: ff, Fff, oral, anal, incest.



Author: Durango Dan



I sat on the couch waiting patiently for my best friend to come
over.  Katy and I have been best friends since she moved on the
same street as me when we were in the 1st grade.  Now we were in
the 6th grade and still the best of friends.  This is the first
weekend of summer vacation and we decided to celebrate by having
a sleepover.

I jumped to my feet when I heard the doorbell chime.  I yelled
that I got it and ran to the front door.   When I flung the door
open I saw Katy standing there with a bright yellow sundress on.
She walked in past me telling me how much she liked my dress.  I
told her that hers was better but she told me that mine was the
best.  We both busted out laughing.  I led her back to the family
room so she could say hi to my mom and dad.

“Hi Katy, don’t you look nice.” mom told her as we came into the
room.

“Wow, who poured a bucket of beautiful over your head Katy?”  dad
teased. “It must have been the same person that did Judy.”

“Oh daddy.” I giggled.  “We’ll be in my room”

“Let me know when you ladies would like to go to the mall.” dad
said to us.

“Okay daddy, we will.”

Katy picked up her backpack and followed me down the hall.  I
shut the door when we were in my room.  Katy tossed her pack on
the bed and plopped down on the floor sitting Indian style.  I
crossed my legs and sat on the floor facing her.  When I looked
at her the first thing I saw was her light blue panties she was
wearing.

“Nice panties.” I laughed at her.

“Hey I can see your pink ones too you know.” she laughed along
with me.

We laughed at seeing each others underwear for a few moments then
Katy whispered asking me if I wanted to know a secret.  I looked
at the door to be sure that it was shut and nodded my head at my
best friend.   Katy moved closer to me, leaning towards me.

“I saw my sister do it.” she whispered then giggled softly.

“Do what?”

“You know, it.” she said a little louder.

I looked at her blankly not know what she was talking about.  She
looked at me with a shocked expression.

“Oh my God, you don’t know what it is.”

“No” I said as my voice cracked on the verge of tears.

“I’m sorry Judy, by it, I mean sex.  I saw my sister Lynn having
sex with her boyfriend in the living room.”

“Uh-uh, you’re just saying that.”

“I swear Judy, I saw them do all sorts of stuff.”

“Like what, tell me everything Katy.”

The loud rap on the door made both of us jump.

“Are you ladies ready to head to the mall, I’m ready to leave”
dad said

“Okay dad, we’ll be out in a couple of minutes, we’ll meet you in
the garage.”

“Okay but don’t take all day, I have places to be.” he said.

“Oh man, I wanted to hear all about that.” I complained.

“Hey, we’ll find a table in the food court and I’ll fill you in
on it all.” Katy said. “It’ll be so busy, nobody will be
listening to us.”

Katy and I got up off the floor, straightened out our dresses,
checked ourselves in the mirror then headed for the garage.  We
sat in the backseat chatting away as dad drove through town. 
When we got to the mall he gave us strict instructions to be by
the main entrance at 5 sharp.  He said that would give us 3 hours
to look around and check out the boys.

“Daddy, we don’t check out boys.” I laughed as Katy and I got out
of the car.  “They check us out.”

“Just be sure they only look and nothing more.” He teased.

We waved to him as he pulled away from the curb.  Katy asked if
there was anything special I wanted to shop for.  I said the only
thing I wanted to do was go to the food court and listen to her
tell me about her sister.  We headed there immediately to find a
table.  We both were surprised by the number of people in the
mall.  When we got to the food court we saw that it was packed. 
Katy and I walked around looking for a table but found none.

“Look, there’s an empty bench over there.” she said pointing to
the entrance of the food court.

We quickly walked over there and claimed our seat.  I told Katy
that I thought this was better than a table because nobody could
overhear us and we could people watch better here too.  Katy
agreed with me and we sat looking at the people coming and going.


“Okay, so tell me what you saw.” I said after a few minutes of
silence.

She scooted a little closer to me and looked around to be sure
nobody was near.  She made me promise not to tell a soul about
what she was going to tell me.  I assured her that I wouldn’t say
a word to anyone.

“Okay, so Lynn was suppose to be watching me while mom and dad
went out to dinner and a movie.  Her boyfriend came over right
after mom and dad left.  She told me that I could stay up late if
I didn’t say anything to them.  I agreed and said I was going to
watch a movie in my room.”

“Is he good looking” I asked.

“Huh, who?”

“Lynn’s boyfriend, is he a hunk.”

“Uhm, yeah, I guess, yeah, he’s hot.” she finally admitted.

“So what happened next?”

“I paused the movie to get a soda from the kitchen but when I got
near the living room I heard some moaning.  I peeked around the
corner and saw that Lynn was naked and Tommy, her boyfriend, was
laying between her legs licking her down there.”

“No way, really.  He was licking her pussy.” I whispered as I
looked around to be sure no one was listening.

“He sure was.  They were lying on the floor and I could see
everything.
“Oh my God, I bet that feels good.” I said softly as I listened
to Katy. “Then what happened.”

“Tommy got up and took off all his clothes.  You should have seen
his thing. Lynne called it a cock and it was really hard looking.
 Anyway he knelt down in front of my sister and she  put it in
her mouth.” she continued.

“I sure wish I was there to see all that.” I told her.

“Lynn sucked it for a while then Tommy pulled it out.  It as all
wet and sticking way out.  He moved between her legs again and
pushed it all the way into her pussy.  Judy, I could see it going
in and out.  It was so cool and it made me feel so funny between
my legs just watching them.” Katy admitted.

“I feel funny that way right now.” I told her blushing a little.

“Me too.” Katy said in reply.

“I watched until Tommy grunted loudly and a few minutes later his
cock slipped out of Lynn and I saw a bunch of white stuff come
out of her pussy.  After that I snuck back to my room.” She
concluded.

“Oh wow, I so wish I could have seen that.”

“Was that all there was.” I asked.

“Well…” she paused.

“What, tell me Katy.”

“If I tell you the rest, you have to pinkie swear that you will
never tell a living soul.”

“Pinkie swear.” I told her as I held out my pinkie finger.

“So after I got back to my room, I heard them, moving around in
the living room.  Several minutes passed then I heard the front
door close.  Lynn came to my room and stuck her head in telling
me she was going to take a shower.  I was putting the movie away
when it was over when Lynn came back into my room.”

“What did she want?”

“She told me that she wanted to talk to me about something.  She
sat on the edge of the bed.  I sat next to her wondering what she
wanted to talk about.  I almost died Judy when she told me that
she saw me watching her and Tommy earlier.”

“No way, she saw you?” I said a little too loud and quickly
looked around.

“Yeah but she wasn’t mad.  She wanted to know what I knew about
the stuff that I saw.  I told her that I didn’t know anything
about that stuff.  She asked me if I ever masturbated and make
myself cum.  I said that I didn’t even know what that meant.”

“What does it mean?” I asked.

“It’s what you do to make yourself feel good, and when you feel
real good its called a cum or cumming.”  Lynn asked me if I had
ever done it.  I told her no and she offered to show me how to do
it to myself.

“Get out of here, she did not.”

“I swear Judy, when we get back to your house I’ll show you how
to do it.

“What do I have to do?  What did Lynn do?”

“When I told her that I wanted her to show me, she told me to get
undressed.  I was scared but I did as she told me.  She had me
lay down on the bed then she touched me down there.” Katy said
softly so nobody would hear.

“Oh my God what did it feel like?” I wanted to know.

“Oh Judy, I never felt anything so good in my life.  I thought I
was going to die it felt so good.  She did it the first time then
she told me to do it to myself so she could see that I was doing
it right.”

“You have to show me later.  I want to feel good like that.”

“There’s a little bump at the top of our slit that really makes a
girl feel good.  I can’t wait to show you how good it is.” Katy
said.

We turned toward the food court, each of us deep in our own
thoughts.  I was thinking of what Katy was going to show me
later.  I kind of guessed that Katy was remembering what Lynn
taught her.  I was people watching when Katy told me that some
older guy kept looking at us.  She told me to check out the guy
with the red polo shirt on sitting by himself.  I looked over at
him and saw that he was staring at us.

“Watch this Judy, I’m going to tease him.” Katy whispered.

I looked over at her and saw her open her legs.  She put her
hands in her laps and very slowly pulled her dress up a little
higher.  I knew that the guy
must have had a good view of her panties.  I looked back at him
and saw that he was smiling broadly.  I giggled and then spread
my legs apart too.  I’m sure he got a great view of two preteen
girls panties as he slowly ate his burger and stared at us.

“We better get going, I still need to get what I came here for
before dad comes to pick us up.” I told Katy.

We stood up, waved at the old guy, laughed, and then left.  Katy
and I looked in most of the stores before I found what I needed.
We met dad outside the main entrance right on time.  He told us
that he was very pleased with that and said he would take us for
an ice cream on the way home.

“Where have you all been?” Mom asked when we finally got home.

“Well, we had to make a stop on the way home dear.” Dad explained
“The girls looked like they needed some ice cream.”

Mom laughed and told us to wash up for dinner.  Mom had fixed a
great meatloaf dinner for us.  All through dinner I couldn’t help
but think about what Katy told me at the mall.  I could feel
myself getting damp between my legs.  I had no idea what it was
from but I felt funny down there.  Mom told dad that there was a
movie that she wanted to watch on pay-for-view.  She wanted to
know what we had planned for the night.  I told her that we were
going to hang out in my room and listen to music.

Katy and I helped mom clean up the kitchen after supper.  When
everything was done I told mom that we were going to my room and
would see them in the morning.  She suggested that we take our
showers right away to get them out of the way.  I told her that
we would do just that.  She said that we could use the shower
stall in their bedroom.  She knows I like that one because of the
massaging shower head.

“I’ll let you go first.” I told Katy when we got to my room.

“Okay thanks.”

I gave her a towel and washcloth.  I waited in my room till she
was done.  She came in my room with the towel wrapped around her
body and carrying her dirty clothes.  Katy dropped her dirty
clothes in a pile on the floor.  I saw that her training bra and
panties were in the pile.  I felt a tingle go through my pussy at
the thought of my friend being naked under her towel.  I quickly
took my towel and washcloth and headed for the shower.  I decided
to do like Katy and just wrap a towel around me when I went back
to my room.  Kay was sitting on my bed looking at one of my teen
magazines..

“Are you ready to learn?” She asked as I sat down next to her.

Suddenly I was really nervous.  I nodded my head but couldn’t
find my voice.  She asked me if I was nervous.  Again all I could
do was nod.  She told me to relax because she was nervous the
first time too.

“I’ll tell you what, I’ll take my towel off first.” Katy said as
she stood up and let the towel fall to the floor.

I’ve seen her naked before but now I really looked at her.  Her
light brown hair hung down to her shoulders still wet from the
shower.  Her green eyes were bright with excitement.  She had a
cute little nose that had just a slight upturn at the end.  Her
lips were full but not big.  I moved my gaze down to her chest. 
Her tits were small like mine.  Not much more than puffy little
nipples.  I saw that her nipples looked like they were stiff.  I
looked down at her hairless pussy.  I could see her slit and the
small lips of her sex.  I lifted my eyes to her face and saw her
looking at me with a smile.

“You’re turn.” she told me as she sat back down.

I don’t know why I was so nervous, we’ve seen each other naked
hundreds of times before.  I guess it was because we were going
to be doing sex stuff that made me so nervous.  I slowly stood up
and turned towards Katy.  I could see myself in the mirror on my
dresser.  My blonde hair was still damp and hung down to the
middle of my back.  I opened my towel and let it fall to my feet.
 I kicked it off to the side and stood before my best friend
naked as the day I was born.  I felt my little nipples stiffen in
the cool air of my room.  I could feel Katy staring at my
nakedness.  I looked at the mirror on the dresser and saw my
small breasts which were nothing more than puffy nipples just
like Katy’s.  I couldn’t see my pussy in the mirror but I knew it
was just like Katy’s too with no hair on it yet.

“Come on and sit down Judy.” Katy said as she patted the bed next
to her.

I moved next to her and sat down with my hands in my lap.  Katy
said that she would do just like her sister did and show me first
then I could try it myself.  I nodded my head wondering how it
was going to feel.

“Lay down on your back and spread your legs.” Katy instructed.

I fell back on the bed and opened my legs.  Katy moved a little
closer and looked down at me.  She asked me if I was ready and I
nodded my head again.  She told me to relax and enjoy what was
about to happen.  I smiled weakly and closed my eyes.

I jumped a little when she put her warm hand on my mound.  I
calmed down right away and she began to slowly rub my pussy.  I
had to admit that it really felt good.  Katy began to explain
what she was doing.

“You need to rub a finger through your slit to make it wet.  When
it gets covered in your juice you move to the bump at the top and
rub it.  It’s called a clitoris or clit for short.

“OOOHHHH” I gasped as she rubbed her finger over my clit.

“See, I told you it felt good didn’t I.”

I nodded my head hoping she wasn’t going to stop.  She said that
if the finger got dry you just needed to run it along your slit
again.  She demonstrated by running her finger through my slit. 
She moved it up to my clit and began rubbing it again.  I felt
feelings that I have never felt before washing over me.

“Are you starting to get a good feeling Judy?”

“It….it feels good Katy, it feels real good.”

“When I started to feel good Lynn did this to me.” She said as
she moved her free hand to my chest and began to play with my
nipples.

“AAAAAHHHHHHH, Oh Katy, OOOHHHHHH yeah, that really feels good.”

“I know Judy, just let it wash over you.  It’s the best feeling
ever.”

Katy rubbed my clit harder and faster.  She pulled and twisted my
nipples.
I was panting loudly and I covered my mouth with my hand to keep
my moans down so mom and dad wouldn’t hear.  I begged her not to
stop.  My hips were moving almost by themselves.

“I…Oh Katy…I…..I feel….”

“Let it happen Judy, just let it happen.  I promise you that you
will absolutely love it.’

“Some…..something is….is happen…happening.” I cried out into my
hand.

“AAAAAWWWWWW, OOOOOHHHH God, OOOHHHHHHHH.” I screeched out as my
whole body began to shake.

“That’s it, that’s it Judy, wow that was a big one.” Katy said as
I slowly began to calm down.

“How did you like it.” she wanted to know. “Wasn’t it the best.”

“Oh Katy, thank you, thank you for doing that for me.  I felt so
good, I didn‘t know I could ever feel that good.”

“Now try it by yourself and see if you can do it without my
help.”

I smiled at her as my hand moved down to my still damp pussy.  I
ran my finger through my slit coating it with my cream.  I moved
it back to my clit like she told me and began to rub by button. 
It moaned out softly as I felt pleasure begin to wash over me
again.

“Oh Katy, OOOHHHH it feels almost as good as when you did it for
me.”

I moved my finger back to my slit to get it wet again.  I felt a
jolt of pleasure when I touched near the bottom of my slit.  I
explored with my finger and found the entrance to my pussy.  I
groaned out when the tip of my finger disappeared inside of me. 
I slowly pushed more of my finger in as the pleasure increased.

“Holy cow, you’re putting your finger inside your pussy.” Katy
said in disbelief.

“Oh Katy its wonderful.  It feels so good, you have to try it.” I
told her.

I pushed a little farther but felt a sharp pain.  I quickly
pulled my finger out of my pussy.  Katy asked what was wrong when
she saw that I had stopped.  I told her that I pushed a little
more in and it hurt.  She told me that I must have hit my cherry.
 She explained that her sister told her that all girls have a
piece of skin that protects their pussy when they are small.  She
said it breaks sometimes by itself and sometimes you have to
break it by having sex with a boy or using something to push
through it.

“How bad did it hurt?” Katy asked me.

“Not too bad.  I felt real good until I hit it.”

“Maybe you should just push real fast and push your finger
through it.”

“Do you want me to do it for you?” she offered.

“Okay but rub me first to get me feeling good then do it.”

Katy grabbed my panties off the floor telling me that her sister
told her that when a cherry breaks it bleeds a little.  She told
me to lift my butt up and put my panties underneath me.  She then
 put her fingers on my wet pussy.  She coated her finger with my
juice and played with my clit.  I soon forgot about the pain that
my finger caused. I closed my eyes and enjoyed Katy’s fingers. 
My hands moved to my chest and began to play with my nipples.  I
tugged and twisted them making my groan out softly again.  Katy’s
finger moved to my wet tight hole and slowly pushed her finger
into me.  She pushed just the tip in then pulled it out.  She
pushed it in a little farther and I winced when she hit that flap
of skin.  She murmured a sorry as she pulled her finger back a
little.  I sighed happily when the pain disappeared.  Katy shoved
her finger in fast and hard, tearing through my cherry.   I let
out a yelp and quickly put my hand over my mouth to silence my
cries.

“I’m sorry I hurt you but look, my whole finger is inside of
you.”

“It’s don’t hurt much anymore but it sure stung for at first.”

I sat up a little and saw that her finger was all the way inside
of my preteen pussy.  She wiggled it deep inside and I shuddered
with pleasure.  I told her that it don’t hurt at all anymore and
she could wiggle it some more.  Katy did just that, she wiggled
her finger around then began to push it in and out.

I flopped back down on the bed closing my eyes again.  Her
fingers were making me feel better than before.  My hips were
jerking up to meet her plunging finger.  My own fingers were
tugging hard on my nipples as Katy’s finger worked inside of my
wet hole.

“How does it feel Judy?” Katy wanted to know.

“Better than anything.” I sighed happily.

“You’re so wet, hot and tight.  I can feel you squeezing my
finger.”

“Make me cum Katy, make me cum”

Katy’s finger plunged in and out on my preteen pussy hole.  Each
time she shoved it all the way in she would wiggle it around
before pulling it back out.  I put a pillow over my face because
I didn’t think my hand over my mouth would be enough to stifle my
screams of joy.

My body began to jerk almost uncontrollably.  I swear I saw stars
as my body stiffened out like a board.  I bit the pillow to keep
from screaming out loud.  Katy held her finger all the way inside
of me as I shook my way through my cum.  I had another little cum
when she slowly pulled her finger out of my pussy.  I saw that
her finger was streaked with my blood.  I looked down and saw a
little spot on my panties that she had put under me.

“Wow, you really got wet doing that.” She told me.

“I couldn’t help it, it felt fantastic.  Do you want to try?”

“Okay,  go ahead and bust my cherry.” she said with a smile as
she laid back on the bed.

I pulled my panties from under me, wiped my pussy.  I told her to
lift her butt so I could put them under her to catch any blood.
I had never touched another girl before so I wasn’t sure just
what to do.  She sensed my hesitation and told me to do just what
she did.  I slowly moved my hand to her mound.  First I noticed
how hot it was on my hand.  Then I felt how wet she was.  I moved
my finger along her slit then up to her clit.  As soon as I
touched her clit she closed her legs together trapping my hand
against her pussy.  I couldn’t move it from her clit but I could
still wiggle it against her hard button.

“NUUUGHHH, NUUUUUGGHHHH, OOOOHHHHH Judy, OOOHHHH Judy.” Katy
grunted then cried out.

I pulled a pillow over her face to quiet her screams.  She
wrapped her arms around the pillow and held it tight against her
mouth.  I could feel the wetness as her pussy leaked out her
cream.

“Come on Katy, you have to open your legs a little so I can push
my finger inside.”

She parted her legs again and I moved my finger down her slit
until I felt her tight hot hole.  I wiggled my finger against it
and was surprised how easily it started to slip inside.  I heard
Katy gasp then groan as my finger sunk to the first knuckle.  I
tried to push more in but felt the barrier.  I felt her flinch
when I touched it.  I pulled my finger back a little and began to
push it in and out being careful not to bump her cherry.

“AAAAHHHHH, OOHHHHHH yeah, don’t stop, just like that, don’t
stop.”

Her hips were bucking up and her body was quivering in
excitement.  I pulled my finger back then plunged in hard and
fast.  Katy let out a howl into the pillow as my finger went all
the way into her pussy.

It felt so hot, wet and tight around my finger.  It didn’t take
long before she began to move her hips trying to get me to move
my finger.  I started to pump my finger in and out of her again
only this time I would go all the way in.

“NUUUUGGGHHHHH, OOOHHHH I’m cumming Judy don’t stop, please for
God’s sake don’t stop.”

I watched as her whole body began to shake.   She let out a
muffled scream in the pillow then went limp.  I pulled my finger
from her wet pussy.  My finger had some blood on it and she had
leaked some on my panties.  I pulled my panties from under her
and wiped her pussy with them.  I wiped my finger then put them
in the garbage can.  I didn’t have to worry about mom finding
them because emptying my trash was my job.

“Jesus, that was totally awesome.” Katy said as she tossed the
pillow to the side.

“No kidding, I love the feeling that my finger makes.” I told
her. “I would do it again but I’m kind of sore now.”

“Me too.” Katy agreed.

“I’ll be back in a few minutes, I need to go wash myself down
there.” I told her.

When I came back in the room she said she needed to wash too. 
When Katy came back we climbed on the bed and talked about what
we just did.  We talked, giggled and whispered for over an hour
before mom knocked on the door telling us to go to bed.  We said
goodnight to her and crawled under the covers.   We were facing
each other whispering so mom couldn’t hear us talking about
fingering each other.  Katy shocked me when she moved in and put
her lips on mine.  She gave me a quick kiss on the lips telling
me that she was so glad I was her best friend.  I told her that I
was just as glad that she was my best friend.

“I liked that.” I whispered to her.

“Me too, I love the feeling of your finger in me.”

“No silly, I mean I liked it when you kissed me.  It made my
pussy tingle.”

“Do you want to kiss again?” She asked quietly.

I moved my face closer to hers and sighed softly when our lips
met again.  Katy pulled me closer as we kissed harder.  I was
really enjoying this when I felt the tip of her tongue touch my
lips.  I heard about Frenching so I touched her tongue with mine.
 She sucked my tongue into her mouth.  Now my pussy was getting
wet fast.  I moved my tongue all around the inside of her mouth.
She broke off the kiss telling me that she was getting wet.  I
assured her that I was too.   We kissed again this time her
tongue slipped into my mouth.  I moved my hand down to her pussy
and began to rub her clit.  She moaned into my mouth.  I groaned
as her finger found my hard clit too.  It didn’t take long before
we both were shuddering through a huge orgasm.  Our breathing was
fast and ragged as our cunt cream oozed from our holes.

“God that was so cool.” I told her.

“It sure was.  I really liked kissing you while playing with
you.”

“I’m exhausted, I don’t think I can cum again if I wanted too.” I
giggled softly.

“Me either, we can do it some more in the morning.   Good night
Judy.” Katy said as she rolled over facing away from me.

I rolled over laying on my back.  I stared up at the ceiling
enjoying the last of my cum.  The next thing I knew it was
morning.  I turned toward Katy and saw that she was still sound
asleep but had become uncovered during the night.  I looked at
her puffy nipples sitting on top of her tiny breasts.  I don’t
know what made me do it but I moved closer to her and flicked my
tongue across one of her nipples.  It saw it stiffen immediately.
 I did the other one with the same results.  I opened my mouth
and sucked her nipple into my mouth.  I ran my tongue all around
it while sucking gently.

“HHHMMMM, that feels pretty darn good.” Katy whispered to me.

“Does it?  I just couldn’t resist trying it.”

“Let me show you how good it feels.” Katy said as she pushed me
onto my back.

Katy put her lips over one of my nipples and sucked it hard.  Her
tongue swirled all over the nipple as she sucked hungrily on it.


“Are you girls up yet.” Mom said as she rapped on the door.

Katy quickly moved away from me.  I called out that we had just
woke up and would be out in a few minutes.  Katy and I got up and
dressed in silence, each of us thinking of how good it felt to
have our tits sucked.

“Before we go out, can I ask you something Judy?”

“Sure, anything, you know that?” I replied.

“We’ve both liked what we’ve done so far and I was wondering if
you wondered what it would feel like to have our pussy’s licked.”

“Yeah, ever since you told me what you say Lynn’s boyfriend doing
to her, I’ve been kind of curious what it would be like.”

“Well, I…I would…I mean I want to.…Oh Judy, I’ll lick your pussy
if you do it to me afterwards.” She blurted out.

“Really, cool, of course I’ll do it for you if you do it to me,
what are friends for.” I told her.  “We’ll have to find a time to
try that today.”

“Hurry up girls, breakfast is on the table.” Mom yelled.

I pulled Katy to me and kissed her soft moist lips quickly.  Our
tongues met for a few seconds then we broke off the kiss.  We
walked hand in hand into the kitchen.

“Good morning girls, how did you two sleep?” mom asked as she
placed a plate of eggs and bacon in front of each of us.

“Like a rock mom.” I told her with Katy agreeing with me.

“So what have you two ladies have planned for the day?” mom
asked.

Before I had a chance to answer, the phone rang.  Katy and I ate
our breakfast but I could tell by the way mom talked that
something was wrong.  She hung up the phone after a few minutes
then called for dad.  She told him that grandma was taken to the
hospital with chest pains.

“We have to go, I need to be there.” mom told him urgently.

“You bet.” Dad told her. “Let’s find someone to watch Judy and
then we can take off.”

“My sister will watch Judy.” Katy told my parents.

“Are you sure Katy?” mom asked.

“Huh-huh, I know she has no plans for tonight because her
boyfriend is out of town.”

“I’ll call Katy’s mom and see if Lynn will be willing to help us
out.” mom said as she picked up the phone.

Katy and I listened to mom’s part of the conversation and
understood enough to know that Lynn would come over in about an
hour to watch us overnight.  When mom hung up the phone she told
us what we had already figured out.  She said that Lynn would
stay here overnight to watch us and longer if needed.  Mom went
through a quick list of instructions for me.

“Since Lynn is watching me, can Katy stay here too?”

“Sure, that’s not a problem.”

“Is grandma going to be okay mom?” I asked.

“I don’t know honey but I will all you as soon as I find out for
sure, okay?”

“Okay, don’t forget.”

She assured me that she would call as soon as she found out
something.  I told her that Katy and I would clean up the
breakfast dishes so she could go pack.  It was about a 4 hour
drive to where grandma lives.  Mom thanked us then went to pack.
We had just finished the dishes when I heard the doorbell chime.
 I wiped my hands then walked to the front door.  I pulled it
open to see Lynn standing there with a small backpack in her
hands.  She said hello to me as she came in the house.  Katy
joined us in the family room just as mom and dad walked in the
room too.

“Thank you so much Lynn for coming on such short notice.” mom
told her.

“No problem, mom told me what’s going on.  I hope your mother
will be okay.” Lynn told her.

“Me too dear, me too.” mom answered. “You can sleep in our room,
Judy can show you where.  We need to leave right now.”

The three of us walked them to the door and watched as they drove
down the street.  I closed the door and showed Lynn where she
could put her backpack.  I gave her a quick tour of the house. 
She told us to watch TV for a bit while she makes a phone call to
her boyfriend.  Katy and I went to the family room while she sat
in the kitchen and talked on her cell phone.

“This will be fun, Lynn is cool.” Katy told me as we sat on the
couch.

“Yeah but I was hoping to do what we talked about before
breakfast.”

“Me too.” she said as she looked at the doorway.

She pulled me close to her and kissed my lips softly.  I pulled
back asking her if she was crazy doing that with her sister in
the kitchen.  She told me that when she talks to Tommy, she’s on
the phone for at least an hour.   I glanced back at the door then
kissed my friend again.  Our tongues came out and began to
wrestle with one another.  Katy moved her hand to my nearly flat
chest pulling on my nipples through my shirt.  I did the same
thing and began to pull on her little nipples.  We were so into
what we were doing that we didn’t see Lynn come in the room.

“Well, what do we have here?”

Katy and I jumped apart with each of us blushing a bright red. 
Suddenly it hit me, what if she told mom and dad what she caught
us doing.

“Please don’t tell my mom and dad, please.”

“Relax Judy, I’m not going to tell anyone, in fact I would like
to join you.”

“Huh, you want to do sex stuff with us?” I asked unsure if she
was serious or not.

“I’d love to show you and my little sister just how good you can
feel.” she replied.

“What do you mean Lynn?” Katy wanted to know.

“Well, how much have you two done so far?  Have you guys licked
each other yet?”

We both shook our heads and I told her that we were going to do
it when we had a chance to be alone.  Lynn chuckled and said that
there is no better time than right now.  Katy and I looked at
each other wondering what was going to take place.  She told us
to take off all of our clothes.  When we hesitated she told us
that she would go first if it would make us feel better.  Again
we nodded our head.  Katy and I watched as her sister pulled her
t-shirt over her head tossing it on the floor.  She hooked her
fingers in the waistband of her shorts and pulled them down.  She
stepped out of them and stood before us in just her white bra and
panties.  Her tits looked huge compared to ours.  She reached
behind her and unclasped her bra.  She shrugged her shoulders
making her bra slide down her arms.  She threw it on top of her
shorts.  Katy and I both stared at her firm breasts.  They seemed
perfect in every way.  At sixteen, Lynn had no sag at all in her
tits and the stood firm and proud.  I saw that her nipples were
stiff.

“Are you two enjoying the show?” she laughed as she saw us
staring at her chest.

She looked at both of us sitting on the bed as she slowly pulled
her panties down and stepped out of them.

“Wow, how come you don’t have any hair down there?” I asked.

“I shave it.  Tommy likes it like this.” she told us.

Lynn slowly turned around showing us her perfectly shaped butt. 
When she was facing us again she said it was now our turn to
undress.   Katy and I stood up and began to take our clothes off.
 Lynn moved to the bed and sat on the edge watching us as she
shed our clothes.


“You two are as cute as can be.  You’re both going to be
beautiful when you get older.”

We both blushed from the compliment.  When we were both naked we
just stood there waiting for Lynn to tell us what to do.  Lynn
said that she would do us one at a time.  She told us to decide
who goes first.  Katy said since it was my house that I should go
first.  Lynn told Katy that it was a very nice gesture to let me
go first.  She told me to get up on the bed and lie on my back. 
I slowly moved to the middle of the bed and rolled onto my back.

Lynn told Katy to move to the other side and watch what she does.


“Okay Judy, I’m going to start by kissing you then kissing your
tits and finally kissing your cute little preteen pussy.  Is that
okay?” Lynn asked me.

I nodded my head.  I closed my eyes and waited.  It wasn’t long
before I felt her warm soft lips touch mine.  At first it was as
light as a feather but soon it became more passionate.  I felt
her tongue come out and touch my lips.  I opened my mouth
allowing her tongue to slip inside and explore the inside of my
mouth.  I ran my tongue over hers sending shivers down my body. 
When her tongue pulled out I pushed mine into her mouth.  She
surprised me by sucking on it.

She moved a hand down to my little tit as she sucked on my tongue
and began to play with my hard nipple.  I felt like my body was
on fire.  I could feel my pussy getting wet.  She pulled her lips
from mine, looked me in the eye and asked me if I was ready.

“Oh yes, make me feel good Lynn.” I said softly as she put both
hands on my small breasts.

“OOOHHHHH” I sighed loudly when her lips sucked my nipple into
her hot mouth.

Her tongue flicked across it making it pucker even more.  She
opened her mouth and sucked my whole tit inside.  I couldn’t help
but let out a long loud moan when she did that.  Her hand was
working on the other tit as her mouth was latched over the other.
 I turned my head and saw Katy watching every move with her hand
on her pussy.  Lynn moved her mouth over to the other tit and
repeated everything she did on the other.  I used my hands to
hold her head tight against my little tit.

“AAAAAWWWWWW, it…it feels so good.” I groaned out.

Lynn gave my nipple one last flick of her tongue then began to
kiss her way down my belly.  I giggled when her tongue dipped
into my belly button.  I knew where her lips were heading and I
couldn’t wait to feel what it was like.  When she kissed below my
waist I held my breath in anticipation.   My breath whooshed out
when her lips and tongue touched my clit for the first time.

“Relax Judy, just relax and enjoy what I’m doing.” Lynn said
softly to me.

“What’s it feel like?” Katy wanted to know.

“AAAAAHHHHHH, OOOHHHHH Katy just wait till its your turn, you’ll
love it.”

Her tongue moved along my wet slit making me shiver in delight. 
My legs opened even wider all by themselves.  I gasped out when
her tongue wiggled against my tight preteen cunt hole.

“OOOHHH Lynn, OOOOOO that feels so good.” I groaned out.

I almost cried from sheer joy when her lips and tongue moved to
my clit.  She flicked her tongue across it a few times then
sucked it into her mouth and worked it gently with her tongue. 
My young body was jerking almost violently from the pleasure that
was crashing over me like a tidal wave.

“Katy, suck on her tits, it will make her feel even better.” Lynn
instructed her little sister.

I watched as my best friend lowered her lips to my tiny nipples.
I sighed happily as she began to suck gently on my small tits.

“Are you ready Judy?  Are you ready to feel better than you ever
felt in your life?” Lynn asked.

“Yes, Oh yes.  Make me cum.  Make me feel good Lynn.” I moaned
out to her.

Lynn attached her mouth back on my hairless pussy and began to
work my clit with her tongue.  She would suck my clit a few
moments then slide her tongue down my slit and wiggle it against
my hot hole.   I had my mouth open but no sound came out.  I
never knew my body could feel this good.

“AAAHHHHH, OOHHHH Yeah, OOOHHHHH yeah.” I cried out when her
tongue pushed into my tight hot hole.

She pushed it in as far as she could then wiggled it as much as
she could.  It felt like electric shocks going into my pussy. 
Just when I thought I was about to cum, she pulled her tongue
from my cunt hole and moved it to my clit.  As she sucked on my
love button she slowly slid her finger into me.

“AAAWWWWW God Lynn, OOOHHHHHHH God, push it in, push it all the
way in.” I cried out loudly.

Katy stopped sucking my tits to see what her sister was doing to
me.  She moved down closer to get a better look.

“Geez, how does that feel Judy?” She asked.

“It….OOOHHHH yeah….it feels so…..AAAHHHHH…..so good.”

“OH MY GOD DON”T STOP.” I screamed “I CUMMING!”

My young body stiffened out as bright colors began to burst in
front of my closed eyes.  Lynn added another finger to my tight
hole and was pushing two fingers deep into me.

“AAAAAAAAAAAHHHHHHHHHHHH, OOOHHHHHHHH” I shrieked as another
massive wave of pleasure hit me.

Lynn slowly pulled both fingers out and gently sucked and licked
my clit.  Every so often she would lick my hole to gather up all
my cream.  I slowly began to recover when she suddenly began to
lick my clit fast and hard.

“AAAAAAAAWWWWWWWWWW, again, I’m cumming again.” I screamed.

Lynn moved her tongue from my clit to my wet hole.  Her tongue
scooped up all the cunt juices that was pouring from my pussy.  I
sighed just enjoying the small waves of pleasure she was causing.
 As she wiggled her tongue on my hole she slowly lifted my legs
up pushing them back so my knees were to my chest.

I wondered why she did that but then I felt her tongue moving
down my wet slit and up the crack of my butt.  I really had no
idea what she was doing until I felt her tongue touch my wrinkled
butt hole for the first time.

“OOOHHHHH, what are you doing Lynn, OOHHHHH geez it feels funny
but good.”

“EEEEWWWWW, you’re licking her butt hole.” Katy shrieked in
disbelief.

“What does it feel like Judy?” she wanted to know.

“OOOHHHH Katy, it feels so different.  I love it.  OOHHHHH Lynne
I love it”

Lynn told Katy to hold my legs up for her.  My friend took hold
of my legs and kept them against my chest.  I felt Lynn’s tongue
licking all around my puckered hole.  My pussy was tingling from
what she was doing to my butt hole.   She put her hands on my
butt cheeks and spread them apart.

“UGGHHH, UGGHHHH, OOHHHHH God.” I groaned as she began to stab
her tongue against my tight anal opening.

“Holy cow Judy, she’s pushing her tongue into your butt hole.”
Katy exclaimed in shock and excitement.

I groaned deeply as her tongue wiggled its way into my ass.  It
almost felt like my butt hole was on fire.  Lynn was making my
feel so good with her tongue.  She plunged her tongue in as far
as she could then moved it around.  She then slowly pulled it out
of my butt and licked back down to my pussy.  As she began to
suck on my clit, she slowly pushed her finger into my tight ass
hole.

“AAAAAWWWWW, I’m cumming, I’m cumming.” I screamed.

With my legs held up by Katy I couldn’t move much.  Lynn moved
her mouth from my clit to my cunt hole to up all my cunt cream as
I shuddered and shook through a massive cum.

“Enough, Oh God that’s enough.” I moaned softly as she finished
lapping up my cream.

I thought Lynn was done when suddenly she sucked my clit into her
mouth and flicked her tongue across it rapidly.  She moved a
finger to my pussy hole and slowly pushed it all the way in.  Her
finger in my butt began to move again and both of them were
plunging in and out of my holes.

“AAAAAAAAEEEEEEEOOOOOOOHHHHHHHH.” I screeched out loudly as my
body went into sensory overload.

I really did sees stars shooting before my eyes as her fingers
plowed in and out of me.  I begged her to stop.  I told her that
I couldn’t take any more.  She slow down, gently nursing on my
clit.  Her fingers slowly pulled out of my butt hole and my
pussy.  Katy let go of my legs and I stretched out on the bed.

“Wow, that looked like it was so good.” Katy said out loud.

I was soaked in sweat and could only nod my head at her.  Lynn
told me that I should take a shower and clean myself up.  As I
got up from the bed, I heard Katy ask her sister to do all that
to her.

When I walked back into the bedroom after my shower, I saw my
best friend on her hands and knees with her butt up in the air. 
Her older sister was behind her licking her hairless preteen
pussy.  I let the towel that was around me fall to the floor and
sat on the bed so I could watch Lynn make her sister cum.

“OOOHHHH God Lynn, push your tongue in my pussy, I’m so hot and I
need to cum so bad.” Katy begged.

I moved a little closer so I could see as Lynn slowly pushed her
tongue into Katy’s cunt.  She let out a loud moan when Lynn began
to wiggle her tongue inside her pussy.

“Can I help” I asked.

“Use your fingers to pull her nipples, that way you can still
watch what I’m doing.” Lynn told me when she pulled her tongue
from her sister.

I reached under my friend and took a nipple between my fingers. 
I pinched and twisted gently as I pulled down on it.

“AAAAAAAHHHHHHHHH, Oh Judy, OOOHHHH God pull my nips for me.” She
cried out in pleasure.

Lynn was sucking her clit and pushing a finger in and out of her
preteen pussy.  I could feel my own pussy begin to tingle with
excitement.

“Are you going to lick her butt too?” I asked.

With her face buried in her sisters cunt all she could do was nod
her head.  I told Katy that she was really going to like how that
feels.

She groaned out that she couldn’t wait but she was too close to
cumming now to think about that.  Her hips were jerking back on
her sisters face as she cried out.

“AAAAAAAAWWWWWWWW yeah, OOOHHHHHHH don’t stop Lynn, OOOHHHH
please don’t stop.” She wailed.

I heard Lynn slurping up Katy’s cream as it poured out of her
young cunt hole.  I let go of her nipples and waited to see what
Lynn was going to do next.

I didn’t have to wait long.  I watched as Lynn used her hands to
spread Katy’s butt cheeks apart.  Her tight puckered hole
appeared.  I giggled softly when her butt hole winked at us as
she flexed her butt muscles.  Lynn bent down and blew softly
across her sphincter causing it to wink again at us.  Lynn moved
closer and ran her tongue along her sisters butt crack.  I heard
Katy gasp when she felt that.  I reached my hand under her again
and began to pull at her nipple gently.  Katy moaned softly.

“Are you ready Katy?  Tell me what you want.” Lynn teased.

“I’m ready sis, I’m ready to feel your tongue in my butt.  I want
you to lick my ass and stick it up my butt hole.”

“Okay then, here we go.”

Lynn ran her tongue up her butt crack again this time she stopped
at her wrinkled little rosebud.  She licked all around it then
began to push against the tight hole.

“Ugh, Ugh, OOOHHHHH Lynn, OOOOHHHHH push it in, I want to feel it
inside of me.” Katy groaned to her sister.

I had stopped playing with her nipple and let it go.  I was too
mesmerized by what her sister was doing to her.  I watched
fascinated as Katy’s tight ass hole slowly began to open like a
budding flower.  Lynn’s tongue began to slowly sink into the dark
canal.

“OOOOHHHHH, I feel it Judy, I feel Lynn’s tongue going in my
butt.”

I moved a little closer so I could see better.  Lynn’s tongue was
going in and out of Katy’s ass hole making her groan almost
continuously.  My pussy was soaking wet just watching this.  I
began to slowly stroke my pussy as I watched Lynn wiggle her
tongue in Katy’s butt hole.

“AAAAAAHHHHHH Lynn, OOOOHHHH my God, I….I …..I never knew
this…..this could feel so….so good.” Katy cried out.

I rubbed myself faster when I saw Lynn pull her tongue out of
Katy’s ass hole and slowly push her finger into her sister.  Lynn
moved her mouth down to Katy’s pussy and began to slide her
tongue in and out of her cunt.  Katy was babbling incoherently
from all the stimulation she was getting from her older sister. 
Lynn moved underneath her sister and put her lips to Katy’s clit
and pushed a finger into her pussy.

“AAAAAAHHHHHHHHHHH, I’m cumming Lynn, Oh fucking shit, I’m
cumming.” Katy swore loudly.

Katy’s young body began to convulse around her sisters probing
fingers.  I watched as she humped back at her sisters face and
ground her pussy on her lips.  Both fingers were plunging fast in
and out of each of her holes.  I could hear Lynn slurping up all
her sister’s cream as she Katy cried out her third big cum.

“Enough, OOOOHHH Jesus Lynn that’s enough.” Katy groaned out
loudly.

Katy collapsed onto her side after Lynn pulled her fingers from
her ass and pussy.  She was coated in a sheen of sweat and was
breathing hard.  I asked her how she liked it and all she could
do was smile and nod her head.

“You two relax and rest up for a few minutes while I take a
shower and brush my teeth.  When I come back you two can make me
cum.” Lynn told us as she got off the bed.

“That was unbelievable” I told my best friend.

“Yeah I know, now we get to do all that stuff to Lynn.” She
replied.

“Are you going to lick her butt?” I asked.

“I guess, she did it to us.  It only seems fair, don’t you
think?”

“I….I guess so.  I never even licked a pussy before and now I’m
going to lick a butt hole too.” I giggled nervously.

“You want to practice on each other first before Lynn comes
back?” Katy asked.

“Really, hey you know that’s not a bad idea.” I answered.

“Who wants to go first?”

“Lets do it at the same time.” I told her.

I turned around so that my face was by her still damp pussy.  I
could feel he warm breath hitting my hairless pussy.  I could
smell a faint musky odor but it was not unpleasant at all, in
fact it kind of excited me.  I jerked when I felt Katy’s tongue
touch my pussy for the very first time.  I quickly began to lick
my friend’s pussy.

Katy and I both groaned as we licked each other’s pussy for the
first time.  I knew that I wouldn’t be the last.  I found out
quickly that I liked the taste of pussy juice and the feel of the
silky softness of a pussy canal.  I was really getting into
licking my friends pussy when she pulled her tongue from mine.  I
was just about ready to complain when I felt her tongue moving
along my butt crack.  I held my breath in anticipation.  It was
almost like an electrical shock when her tongue touched my ass
hole for the first time.  It felt different than when Lynn did
it.  Maybe it was our first time but it felt wonderful.  I
grunted softly when she pushed her tongue against my tight hot
hole.  It opened easily for her and her tongue sank into my butt
hole.  I quickly moved my tongue to her wrinkled brown hole.

Our tongues were buried deep in each other’s asses when Lynn
walked back into the room.

“Well, I guess you couldn’t wait till I was done.” Lynn giggled.


Katy and I pulled apart and she told her sister that we were
practicing so we could make her feel real good.  Lynn climbed on
the bed and told us that we could start anytime we wanted.

“Wait, before you start, you both need to brush your teeth.”

Katy and I got up and ran into the bathroom.  We quickly brushed
our teeth and washed our faces.  Lynn was slowly rubbing her
pussy when we came back into the bedroom.

“Okay girls, make me cum.” She told us as she spread her legs
wide apart.

Katy and I moved up by her head.  I put my lips on hers and
kissed her first.   I pushed my tongue into her mouth letting her
suck on it.  As I was kissing her, Katy was kissing her cheek and
her ear.  I moved my lips to her other cheek and Katy took my
spot  kissing her sister on the lips.  We took turns for a few
minutes then began to kiss our way down to her tits.  We both
took one of her tits in our mouth and began to suck and lick her
nipples.  Lynn let out a loud sigh telling us to suck hard and
even bite her nipples but not too h hard.  Her hands held each of
our heads as Katy and I sucked her breasts.

“AAAAAAAAAHHHHHHH I love it, I love having both of my tits sucked
on at the same time.”

I whispered to Katy that we should start kissing down to her
pussy.  Katy nodded her head and moved her lips from Lynn’s tit.
We both kissed her flat belly and moved our lips down her legs. 
Katy watched what I was doing as she copied my every move.  When
I reached Lynn’s knee I began to kiss back up this time on the
inside of her leg.  Katy was doing the same thing on the other
leg.  I reached her pussy first and ran my tongue up along Lynn’s
damp slit.  I flicked her hard clit making her shudder.  I moved
my kisses off to the side so Katy could have her turn.  When she
finished licking her sister’s clit we kissed briefly.  I moved
back to her pussy and pushed my tongue into her hot wet hole.
Katy and I alternated licking her cunt until she pushed us away.

“Wait, I have an idea.” Lynn panted out to us.

“What, what do you want us to do.”

Lynn rolled over and got up on her hands and knees.  She told us
that one of us should get beneath her and lick her pussy while
the other on can lick her butt.  She giggled as she wiggled her
ass when she said that.

I moved underneath her so I could pleasure her pussy with my
tongue.  Katy moved behind her sister using her hands to spread
her butt cheeks apart.  I could actually see Katy’s tongue
probing her sister’s dark wrinkled hole.  I began to slide my
tongue along Lynn’s wet cunt crack.

“OOOHHHH yeah, OOOHHH yeah, lick me girls. lick me, push your
tongues in my holes.” Lynn groaned.

I heard Lynn grunt loudly and looked up to see Katy pushing a
finger up her ass.  I kept licking Lynn but couldn’t take my eyes
off Katy’s finger as it slid in and out of her ass hole.

“AAAAAWWWWWW put a finger in my pussy Judy, put your finger in
me.” Lynn moaned.

I took my index finger and slowly eased it into her cunt.  Her
pussy wasn’t as tight as Katy’s but it was just as hot and wet. 
My finger went all the way in with ease.  I added a second finger
after a few minutes and that made her
really moan out loud.  Her hips began to move faster trying to
get our fingers to go in deeper.

“AAAAAAAAAHHHHHH, Oh shit, I’m cumming, OOOHHHH God don’t stop,
fuck me, fuck my holes.” She cried out as she shook like crazy.

Katy bent her head down and told me to trade places with her.  I
scooted out from underneath Lynn and moved behind her.  I used my
hands to spread her cheeks and saw her puckered butt hole still
moist from Katy’s licking.  Katy got beneath her sister and
immediately locked her lips on her sister’s pussy.

“Oh yeah Katy, OOOOHHHHH suck my pussy.”

I blew a puff of air across her ass hole and saw it wink at me. 
I giggled and Lynn told me to get busy and lick her ass for her.
I bent down and ran my tongue all over her rosebud before I began
to push my tongue against her hole.   Her hot hole opened easily
allowing my tongue to slide into her tight dark hole.

“Oh jeez Judy, OOOHHHH wiggle it around now. OOOHHHH your tongue
feels so good in my ass.” She moaned.

Katy and I used our tongues for several minutes before we each
pulled them out. We each shoved a finger in fast and deep.  Katy
did like I did and put two fingers in her pussy.  I slowly pushed
one finger into her ass hole twisting it as it went in.  When it
was all the way in, I slowly pulled it all the way out.  I added
another finger and pushed two back into her.

“Yesssssssssss.” She hissed as both my fingers slid deep into her
ass.

Lynn’s hips were bucking and rotating at the same time.  I could
hear her panting loudly as she fought for breath.  With a high
pitched squeal she reached her peak and her entire body began to
convulse.

“I…..OOOOOOOOHHHHHHHHHH, don’t………..stop…………I…..
AAAAAAWWWWWWWW God, I’m cumming, Oh I’m cumming.” She cried out.

Katy and I didn’t stop until she begged us to stop.  We slowly
pulled our fingers out of her holes.  Lynn rolled onto her back.
I smiled as I looked down at her.  Lynn’s chest was rising and
falling rapidly as she tried to recover from a massive cum.  I
walked into the bathroom to wash my face and brush my teeth. 
Katy joined me shortly after.

“Wow, that was so cool.” I told her. “I love doing all that
stuff.”

“Me too.  I could cum all day long.” Katy laughed lightly.

Katy and I walked hand in hand back to the bedroom.  Lynn was now
sitting up but still flushed with excitement.

“You two almost drove me crazy.” She laughed.  “I don’t think
I’ve ever cum that hard, even with Tommy.”

We joined Lynn on the bed and cuddled with her.  Everyone was
kissing each other and touching.  It didn’t take long before we
were at it again.  The three of us got together whenever we could
to have fun together.  Tommy joined us after a month or so and he
gladly popped Katy’s and my cherries for us.


Read more of my stories at:
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