Karen was my girlfriend.  Lisa was Karen's best friend.  I can honestly say I had never looked at Lisa in a sexual way before that night.  Sure, I had checked her out, but I never once considered the possibility of anything physical happening between us.  Lisa was a nice girl.  She had pale blue eyes and mousy blonde hair.  Her face was an enigma to me.  At times I would see real beauty in her, but most of the time she looked very ordinary to me.  She was tall and had a nice figure, but not a body you'd see in a magazine.  She was a little hippy and her breasts were not particularly large.  She wasn't flat-chested or anything, she just wasn't that well endowed, especially when compared with Karen, who was stacked, and whom I rarely saw her without.  Lisa was a year younger than Karen (and me) and had followed her to our university upon her graduation from high school.  That was when I met her.This all happened the night of Super Bowl Sunday.  I was working for Subway restaurant as a delivery driver.  Sundays were always busy because the dorms didn't serve dinner, but Super Bowl Sunday was insane.  I started work at 11:00 that morning and humped it all day and into the night.  I made a lot of money, but while everyone else on campus was partying and watching the game I was busting my hump delivering food.  By 10:00 I'd had enough.  Enough work; enough driving; enough dealing with drunk people.  I was just finishing up settling the money from my deliveries with my manager, when my cell phone rang.  Take call from Karen Cell? it read.  I knew Karen had been out partying with Lisa and some of their other friends from home at an apartment on the other side of campus.  I'd been invited to join them after work, but I was beat and just wanted to go home.  I had half a mind to push the "No" button, but then it occurred to me that a blowjob might be a good way to end the evening on an up note.  With that in mind I pushed "Yes.""Ken?" said the voice on the other end-a voice that was not Karen."Yeah.""Hey Sweetie.  It's Lisa."  Lisa always referred to me as "sweetie" or "honey." "I need your help.  Your girl is royally messed up."Oh man.  This is just exactly what I don't need, I thought."What's going on?""We were just partying, but she did a bunch of shooters and then she got sick, and now she's passed out.  I need you to come and help me get her home."Ay Carumba!  This is really exactly what I don't need.  More drunk people and no sex to boot."Alright.  Keep an eye on her.  I'll be there in twenty minutes.""You're a doll.  See you then."I waded through the throng of drunken bodies back to a bedroom I had been directed to by the host.  Inside I found Lisa standing over Karen who was sprawled out on the bed.  Lisa had managed to get her coat on her, but Karen was looking tousled and pathetic.  Lisa, on the other hand, looked as good as I had ever seen her.  She was wearing very tight jeans and a tight, sleeveless shirt that came just to the top of her pants and no further, so if she made any movement, some bit of her midsection was exposed.  I'll admit I did take a second look at her.We half-carried a half-conscious Karen out of the apartment into the backseat of my car where we laid her down.  Lisa was drunk, but in a bubbly mood despite Karen's antics. We chit-chatted a little on the way to Karen's apartment.  How was the party?  How was the game?  Blah, blah, blah.  Our conversation was interrupted, however, by the sound of Karen retching in my back seat.  Wonderful!  The putrid smell quickly filled the car.  I rolled down all the windows despite winter's chill, and pondered just how much I was willing to put up with to retain the sex on demand that this girl represented to me.  We wrangled Karen up to her apartment and got her cleaned up and situated her in her bed.  Once her roommates assured Lisa they would check on her regularly we left.  "I'm sorry about your car," Lisa said as we approached it.  "It's not your fault.""No, but still.  You're very sweet for taking care of her.""You did most of the work."She smiled at me and I've got to say, in that moment she looked quite beautiful."Will you be a dear and drive me home?"My apartment was three blocks from Karen's, but Lisa lived in the university apartments, which were on the opposite side of campus."Of course," I said.We drove the ten minutes across the campus making small talk with the windows down.  As we approached Lisa's I felt an urgent need to take a dump.  By the time we pulled into her parking lot I was fairly desperate."Can I come in and use your bathroom?" I said."Sure."The university apartments were like a cross between dormitories and apartments.  Owned and run by the university, each unit was designed or four residents.  They had a large living area, a kitchen, a bathroom and one very large bedroom.  When compared with a traditional apartment they were lacking, with only the one bathroom and the one community bedroom, but they were very inexpensive and when compared to the typical dorm room they were like the Taj Mahal.  Through a bizarre series of circumstances, Lisa not only got into one of these apartments as a freshman, which was unheard of, but by the second semester she was in there by herself.  When we entered the apartment I was almost knocked backward by the heat.  "I like to keep it warm," Lisa said.  "I don't pay the heating bill, so why not?"Why not indeed?  I thought as I hurriedly doffed my coat and set it on the back of the couch.  Sweat had already broken out on my forehead.  "Excuse me," I said and I headed for the bathroom.In the bathroom five autographed head shots of the Village People adorned one of the walls.  I couldn't imagine where Lisa had gotten them, but I was still laughing when I sat down to do my business.  There were candles and potpourri and three different kinds of hand lotion on the counter.  I picked up a small book that told the reader how to emerge unharmed from twenty different disaster scenarios from quicksand to being trapped in a car underwater.  As I thumbed through it I contemplated what Karen would have to do to make this one up to me.  When I was done I returned to the living room.  Lisa wasn't there.  I looked back down the hall and into her bedroom at the end, where the light was now on.  I made to call to her but just then she appeared through the bedroom door.  She was brushing her hair, walking from one side of the room to the other.  She saw me looking at her and froze for a moment.  She stared at me with her mouth slightly agape and I stared back at her.  She was clad only in her shirt and her underwear.  There was nothing remarkable about her panties, but there was something about the way they rose up and cut into her hips as though there were some tension on that portion of the fabric.  I found it very alluring.  She said nothing.  Then she disappeared behind the other side of the doorway.  I don't know what inspired me to do what I did next, but whatever it was I wish it had been around more in those days.  I walked down the hall-slowly and deliberately-and I entered the bedroom.  Two sets of bunk beds flanked the door.  I could just see the top of Lisa's head over the one to my right.  I stepped out into the room and toward her.  She was standing in front of her dresser, still brushing her hair.  She saw me in the mirror and turned around.  I stopped where I was.  I reached down and pulled my shirt up and over my head, making sure I flexed my abs and chest as I lowered my arms.  She let out the funny gasp/laugh that I had heard from her on a number of occasions.  I took it as a good sign.  We stood like that for a couple seconds, and then I made my move.I went to her, dropping to my knees as I did.  I pulled her pink briefs down and parted her labia with my tongue.   She let out a few splintered attempts at words, several rapid gasps, and then a long moan as I licked her lips.  She abandoned talk, stepped out of her panties and parted her legs to allow me better access.  I worked her vulva, gradually paying more and more attention to her clitoris as I did.  I would move upward along her groove, flick at her button a couple times and then work my way back down.  Each time I repeated this move I would spend more time on her little pink trigger.  When I ascertained that she could take it I pulled back the hood with my thumb and focused my mouth entirely on her clit while sliding two fingers of the other hand inside of her.  I looked up at her past her dishwater-blonde bush and she grabbed my head with both hands and pulled my face into her crotch.  I continued to eat her voraciously.  She clenched her teeth and squealed a little and when I felt the gush of her climax pour over my chin I knew she was mine to do with as I pleased.  When she released her grip on my head, I stood up to face her, maneuvering out of my shoes and jeans as I did.  She was panting.  I could smell nothing but her juices that covered the lower half of my face as I stared into her eyes.  Then I took her by the shoulders, turned her around and bent her over her dresser.  I took a moment then to appreciate her ass.  It was round and inviting and I couldn't believe I hadn't appreciated it more before this moment.  Her skin was creamy.  I laid my hands on her ass cheeks and squeezed and parted them.I looked at her looking at me in the mirror as slid my cock into her sopping wet pussy.  Her eyes flared wide and she shuddered as we became one.  She was very tight and I heard my own voice waver as I moaned when I entered her.  I slid in about three quarters of my length, pulled out a little, and then I drove the fullness of my manhood into her.  She winced a little and then braced herself against the dresser as I began to thrust in rhythm.  She had a sweet pussy and I could feel myself make what must have been a hilarious face as I focused on the sensation of my cock gliding into and out of her silky hole. "Nnnn!  Pound my pussy!" she said.I grabbed her hips and did as I was told.  As I slammed into her again and again, stuff on her dresser started to fall over and onto the floor.  She looked up at me again in the mirror.  Her brows furrowed and she bit her lip.  "Your balls are slapping my clit!  Oooh!" She threw one forearm across the dresser and leaned on it as she reached down to work her clit with the other.  Over and over I slammed into her.   "Take it!"  I said.  "Take it!  Oh God, Lisa!" "Give it to me," she cried.  "I'm gonna... I'm gonna cum!"I thrust into her as hard and fast as I could."Ooooo!" she screamed. I clenched my hands on her waist and drove myself fully into her.  "Aaaaaoh!"  I burst into her.  With each contraction of my orgasm I tried to drive myself a little deeper.  I ground and ground my hips into her ass cheeks.When it was over I stood there, breathless, still inside her.  I looked at us in the mirror.  Lisa was now resting on her forearm, catching her breath.  I could see her face, almost in profile.  She really was a pretty girl.  My hands were still on her hips and my thumbs brushed against the fabric of her shirt, which had never come off of her.  I became aware that I was up on my tiptoes and my calves and thighs were beginning to feel very much like Jell-O.  I dropped my heels to the floor and the motion spurred my semi-erect cock to slip out of her drenched pussy.  She moaned softly in a lamenting kind of way.  Then she looked up at me in the mirror.  She stood up and turned around to face me.  "That was wonderful Sweetie," she said, and kissed me deeply.  Our first kiss.  "I've never cum twice like that before.""That's a shame. I hope it's not the last time."She smiled widely.  "Not a word of this to Karen.""Okay," I said.I wasn't sure what to do next.  It was occurring to me that I had just fucked my girlfriend's best friend, and was standing naked in her bedroom.  Hmmm."So," she said.  "Do you want to spend the night?"