Note: This story was dynamically reformatted for online reading convenience. Summer ended and out senior year of high school started. I saw Will one last time before he left for California. He brought me the keys to his apartment and told me he still had three weeks rent paid up and he wanted me to know I could escape there on the weekends to get away from my mother. Then he was gone. I spent most of the first week bawling my eyes out. Crystal and Mandy were there, making sure I stayed sane and forcing me to laugh once in a while. The last weekend we had Will's apartment Crystal and Ronnie decided to take off and go camping for the weekend, leaving me and Mandy to enjoy it one last time. We brought over Mandy's TV and our sleeping bags and that was it. I wandered the apartment for a while, fully realizing this would be the last time we came over here. I stood in the doorway to Will's room, looking at where the bed had been. A tear slid down my cheek as I stood there, missing him so badly. I felt arms wrap around my waist and felt Mandy pull me against her. I turned and laid my head against her shoulder and cried. She held me, letting the tears run their course. I stepped back and wiped my eyes. "You must be tired of putting up with me crying all the time," I said. "No," she said. "You need to do it. I know how much Will means to me and how badly I miss him. I can't even imagine how bad you hurt, sweetie." "It feels like my heart's been torn out of my chest," I said. She pulled me into her arms and held me again until I felt better. She took the sides of my face and made me look at her. "We're here to have one last fun weekend and we're going to do that dammit!" She said. "Now get your bikini on so we can go play in the pool." "Yes, ma'am," I said, giving her a mock salute. We changed and went down to the pool. To my surprise we found it empty in the middle of the day. It was a little cool outside but not bad enough to waste a chance to play in a pool though. We dove in and splashed around. We talked about everything we could think of and just enjoyed ourselves. "Do you think Ronnie and Crystal even made it to the mountains before the pulled over to screw?" Mandy asked. "Take a wild guess," I said and we laughed. "I wonder what's going to happen to them after school," she said. "I really think they'll find a way to stay together." "Me too," I said. "They'll probably still be together when she has to change his shitty diapers." "God, Lizzi!" She said. "Crystal's right, you are gross." I gave her a sunny smile and she splashed me with water. "Does it ever bug you that they're still together?" I asked. "I mean, she told me how pissed you were when Ronnie and you broke up and she started seeing him. Does it still bother you?" She shrugged and said, "Not really. It's been a long time since we broke up and I've grown up a little bit since then." She looked away and thought for a moment. "But, I'll admit, every now and then I wonder if we'd still be together if I hadn't been such a bitch and done all the mean crap I did. Every now and then I wonder, if I was how I am now back then, would I be as happy as she is?" "And I thought I was depressing," I said. Mandy growled and threw herself at me. We wrestled around the pool and I felt Mandy hands go behind my back to the strings of my top. She gave a tug and yanked it free. I yelped and grabbed for it but I missed. Mandy swam away as I ducked under the water, covering my naked breasts. "Mandy!" I yelled. "Bring it back right now!" She stuck her tongue out at me and got out of the pool. She walked right towards the gate and I shrieked, "Mandy!" She turned and laughed so hard she had to sit down on the concrete. I swam over to the edge of the pool and demanded my top back. She tossed it at me and sat there laughing as I put it back on. Once it was on, I got out of the pool and went after her. She saw me and, with a yelp, she leapt up and ran from the pool. I chased her back to the apartment and she tried to close the door on me but I hit it and knocked her flat on her ass. She stared up at me for a second before rolling over and laughing. I shut the door and then threw myself onto her. We wrestled on the floor and I got her on her stomach and yanked down her bottoms. I spanked her bare ass a couple of times and she yelled, "Yes, Lizzi! Spank me, pull my hair and call me dirty names." I let her go and fell back laughing. We lay there for a while until the last of the laughter had faded and left us both breathless. "You are such a bitch!" I said. "Yes, but I got you to laugh," she replied. "You took off with my top and I know you were thinking about coming all the way back here with it," I said. "I wasn't going to leave you topless, you whiner," she said. "I was going to give it back when I was done." "Done what?" "Done checking out your tits!" she said with a laugh. I felt a tingle of desire and my heart sped up. Was she serious or not? "If you wanted to see my tits all you had to do is ask, dummy," I said. She rolled onto her side and stared at me intently. "Really?" She asked. "Yes," I said. "Show me," she said. I sat up and pulled my top off. I laid back down and looked at her. Her eyes took in my breasts and hard little nipples before she asked, "Can I tell you something?" "Sure," I said. "I lied to you," she said. "I was going to run off with your top and leave you naked." I jumped on top of her and started tickling her. She squealed and tried to get away but I wouldn't let her. I grabbed the back of her top and pulled the strings undone. I pulled it off of her and tossed it towards the kitchen. "There!" I said. "Now were even." "Except we're inside and nobody's going to see my tits except you," she said. "Maybe that's what I wanted," I said giving her a wink and then falling over laughing when her jaw fell open. She jumped on me and tickled me until we were both laying there out of breath. She laid her head on my shoulder and I bent down and kissed the top of her head. "What was that for?" She asked. "You being you," I said. "You know how bad I've been feeling and you're making it all better." "You'd do the same for me," she said, sliding her fingers across my stomach. I felt chills run along every nerve she touched and I had to bite my tongue to keep from moaning. It struck me how strange this was, me, laying here topless with a topless Mandy while she touched my stomach and I was completely comfortable. Before Will left, when we'd become a threesome almost nightly, after we were done Will would shower while Mandy and I cuddled like we were now. It felt absolutely normal to me to be touching Mandy or with her naked. Had it been anyone else I was sure I'd have freaked out but not her. She made small circles around my belly button and asked, "You want to know something weird?" "Coming from you, weird is normal," I said. Se poked her finger into my stomach, making me jump and said, "Be nice." "That would be a first," I said. "Okay, okay, what's weird?" "Sometimes I wish you were a guy," she said. I frowned and asked, "What's that supposed to mean?" She sighed and said, "I wish I could take who you are and put that into a guy's body. Then I could have someone who cares about me, someone I can trust and love, just with a dick." I laughed and said, "We could go down to the porno shop and I could buy a big old strap-on." She giggled and said, "It wouldn't be the same. I'd want you to feel it too." "We could get one of those big double ended dildos instead," I said. We laughed and she continued to trace her fingers across my bare skin, leaving little trails of gooseflesh as she went. Her fingers slid down to my bikini bottoms and she traced the top of them with her fingers. Her fingers left my body and she sat up. She pulled her bikini bottoms off and tossed them towards the kitchen. Seeing the look of confusion on my face, she said, "They're cold and wet and were starting to bug me." I reached down and slid mine off and they laid back down. She cuddled against me and began tracing her fingers across my skin again. "Lizzi, how do you feel when I touch you like this?" She asked. My heart skipped a beat and it took me a moment to answer. "I feel a lot of things," I said. "I feel good because I like you and feel safe with you. I like the way you know how to touch me and make me feel good. I also feel a little nervous." She looked up at me and asked, "Why nervous?" "Because you touch me like Will did," I said. "It makes me feel hot. It makes every nerve you touch burn and all I want is you to touch me more and that scares me how much I need it." "Don't be scared, Lizzi," she said. "I'd never hurt you." I smiled at her and said, "I know. I trust you completely." She smiled up at me and her fingers slid along my skin. I bit my lip and let out a little whimper as her fingers slid between my breasts. She ran her fingers up my neck and onto my mouth. I kissed them softly as they passed over my lips. She trailed them down my neck and across my shoulder. Her fingers wandered down my arm and then back onto my stomach. She slid them lower, across my hip and then onto my thigh. So very slowly, she slid her fingers up my inner thigh. When her fingers touched the wetness between my legs I let out a low moan. She rubbed her fingers against my wet pussy lips before sliding them up to my clit. She rubbed slow circles against my clit, sending bursts of lightning along every nerve in my body. She kissed the side of my breast as she pleasured me. She planted little kisses along my skin, moving ever closer to my hard nipples. She licked a slow circle around my nipple before sucking it into her mouth. I moaned and grabbed her hair, pulling her hard against me. Her tongue flicked against my nipple as her fingers rubbed harder against my clit. I pulled her head back and leaned down to kiss her. I kissed her soft lips and felt them part as her tongue touched mine. As we kissed, I ran my fingers up her leg and onto her pussy. My finger slid into her wetness and she let out a long moan. Her finger slid down and past my pussy lips. We slid our fingers slowly in and out of each other, our bodies pressed tight against each other. I felt her nipples slide across mine as we held each other. I rubbed my breasts against hers, shivering as the nerves in my nipples burned at the touch of her skin. I kissed her hard as I drove my finger deep inside her. As I fingered her wet pussy, I put my thumb on her clit and rubbed it side to side. She let out a loud moan and I felt her follow my lead. My whole body shook as her finger slid in and out me while her thumb rubbed my clit. We lay there, kissing, touching loving for what felt like a perfect eternity until I felt Mandy grind herself down hard on my finger. Her breathing came in short, sharp gasps as she closed in on her orgasm. "Oh, yes, Lizzi, please keep going. Please, Lizzi," she moaned over and over until her orgasm made her cry out. I felt her pussy quiver and squeeze my finger as her body shook under the power of her orgasm. She ground herself against my finger until the orgasm passed and she fell back against the floor beside me. She lay there for a moment catching her breath before she said, "I want you to cum too." She pushed me flat on my back and knelt between my legs. She slid her finger into me while, with her other hand, she massaged my clit. I didn't last very long on her touch and felt my body begin to shudder as the pleasure became too intense. "Don't stop, Mandy," I cried out. "Please don't stop, baby." When the orgasm tore through me, I grabbed the carpet beneath and arched my back. I rode her fingers for a little longer, feeling every nerve in my body cry out as I did. When my orgasm was over I could only lay on the floor and feel my muscles spasm uncontrollably. Mandy laid down beside me and cuddled against me. She watched me and each shiver that ran through my body only seemed to make her smile grow bigger. When I could finally trust myself to speak, I said, "I hope nobody calls the cops on us. We got a little loud!" Mandy giggled and said, "More like you're the one that got loud. I was a little worried I might go deaf there for a second." I poked her in the ribs and laughed. I looked into her eyes and frowned. "What's wrong?" She asked. "Mandy, what we just did... It's a little more than something friends normally do. Even friends that are sharing one's boyfriend," I said. "I know," she said. "It's just that there's something between us, Lizzi. I don't look at any other girl like I do you. Hell, I don't even think of Crystal like I do you. There are times where I'll just take one look at you and I need to be near you or touching you. I love you." I smiled and said, "I love you too. What are we going to do when you get a boyfriend though?" She shrugged and said, "If I find the right guy and I'm getting cock regularly I'll forget your ass even exists!" I tickled her and turned her over so I could smack her ass. We lay there laughing for a while before she asked, "Can I get your opinion on something?" I barked a laugh and asked, "When have you known me to not give my opinion on something?" She nodded and said, "Ain't that the truth! Well, you know that Dave guy that sits by us in Geometry?" I thought about it for a second and asked, "Glasses? Shaggy hair and kind of geeky looking?" "That's him," Mandy said. "I think he likes me." "So?" "Well, I have him in two other classes and he's always opening the door for me when he sees me and he helped me in History the other day and I think he's kind of sweet," she said. "Are you going to go out with him?" I asked. "And why the hell is this the first I've heard of this?" She shrugged and said, "I wanted to be sure I was ready before I decided. Plus I wanted to get yours and Crystal's opinions on him." "Well, I'll have to follow him around next week and make sure he's the right guy for you," I said. "I'll threaten all of his friends to give up anything they know about him before we do anything." She laughed and said, "I could totally see you two doing that. The Crystal and Lizzi interrogation brigade." I looked at her for a minute before I asked, "So why did tonight happen if you're interested in him?" She blushed and said, "Because when I'm around you I want you. There's something so beautiful about you that I can't say no to you." I blushed and said, "I didn't see me making the moves tonight, girly. That was all you." She nodded and said, "That's the other thing. I wanted you and went after you to get what I wanted. I wasn't scared and I didn't have any freak outs. I finally feel like I might be able to take care of myself and be out with a guy without freaking now." "Umm... I'm not a guy though," I said. "Couldn't tell from how much you need to shave your damn legs," she said, shoving me away and running before I could smack her. We made a small dinner and then took a long hot shower together. We washed each other's bodies and then came back out to the front room. We zipped our sleeping bags together and got into them naked. We talked and held each other until we both fell asleep. We didn't touch each other sexually again that weekend. We slept together naked but it was just because we were comfortable with each other. We completed each other in a way I would never have dreamed possible. Nowhere else would I ever feel as safe than when Mandy was with me.