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: /files/Authors/Durango Let me know what you think of this story or any of my other ones. I always like to hear from readers. Send comments to: bigdandurango@hotmail.com