Chapter 1

The lights of the city shone bright and clear. She liked Los Angeles best at night: when the smog cleared, and the glitter of lights gave it the tone glamour cities wrote into their press releases. The city spread from each horizon, as far as she could see, with the only darkness immediately below them. The trees muffled the lights of the houses on the hill.

Mist spread across her vision; Carol realized with a shiver that she had rested her face on the cool glass. Her ragged breathing clouded the window, but the view was becoming less important. He kept up his insanely slow pace, pulling his long cock out almost far enough to slip from her, then plunging ... His body barely rested on her back, with most of his weight on his elbows close to her body to keep her imprisoned where he wanted her.

She was getting more interested now, and wriggled her buttocks, to provoke a change in rhythm in him.

"No," he said, firmly. "Lie still; just let me work."

She sighed and carefully maneuvered her face down from the glass to rest on the shaggy, soft carpet. Usually she had to coax, persuade and tantalize. Carol thought, I should be glad I found one who knows what to do for a change. But this slow, slow, slow pace ... it was dulling the edge of excitement from the first time they'd fucked.

He had taken her quickly and violently that time, slamming his cock hard into her, suddenly so excited that they had both become slippery with sweat and nearly slid off the satin sheets. He had banged her so hard (hunched over with his mouth nipping her boobs, avoiding the nipple until she had cried out and grabbed his hair to position his mouth to suck her breast) that she suddenly found her head hard against the wall. By then they were both lost in the increasing rhythm of his passion, lost slowly to the friction of his prick in her wetter and wetter hole, to the small slap of his balls against her contracting buttocks, to the split second when her body was penetrated to the limit, when his cock pressed a moment then retreated.

Carol hadn't even marked the beginning of her orgasm, she had been so lost to their passion. But suddenly they were still, and she was smiling and his head was resting on her chest as he panted for breath. The memory of her long shuddering climax came back in pieces, but she remembered only his cry-and wondered how it had been for him.

They had started to talk then, with his cock twitching in response to her cunt. They talked until both could breathe regularly again; their bodies cooled, and he pulled her to the floor, where they lay side by side and watched the lights far below.

When his prick had begun to hump up again, he squirmed on to his stomach. He had arranged the pillows from the bed under her belly and told her to lie still; watch the lights.

His hands each scooped a breast to squeeze in counterpoint to his rhythmic attack. His face nuzzled the back of her neck, then he stretched a bit. Pausing a minute, he bit her ear quickly and hard.

He laughed when she helped and reared her head from the carpet.

"Hey! That hurt. You know, what was your name again?..."

"Oliver." He was still chuckling, damn him.

"Oliver, I don't like marks on me, and I don't like to be hurt."

"You didn't seem to mind when I banged you good and hard. But now that I'm soft and easy you're none too patient, are you?"

"You ... "

"When I just put my dick in, and pu-u-ull it out, and put it in, and pu-u-ull it out, you're itching for me to touch you or to play with you, or to do something else, aren't you?

"It's just damned uncomfortable," Carol explained. "I can't move. I can't touch you. I'd like to kiss you, to tongue you, but I fucking can't move."

"Right."

"Goddamn." I'd like to stock my tongue all the way in your throat, she thought. I'd like to tease your balls with my hands, roll them in my palms while my legs wrapped around your back, my feet touching your head. I'd like to buck hard when you move down at me, and slam the head of your cock hard inside me so that you gasp, shudder.

"What are you thinking?" he asked.

"I fucking can't move," she said, clenching her jaw.

"What would you do if you could move?" he asked. "Eh, what would you do for me?"

"I'd make you work to keep that goddamn pace up," she said. "I'd wriggle and make you keep track of me. I'd get my hands down there in the wet and poke and probe and play with whatever I found. I'd..."

"Yourself?"

"What?"

"Would you play with yourself?" She said nothing; then, "Maybe."

"Well."

"You sure as hell would."

"But what I'd like to do is..."

"What?" he asked.

"I'd like to eat you. I'd like to find out if you taste as arrogant as you look, as you act."

"In and out. That's all it is, basically, isn't it? In and out. Why does the pace matter? Why do you have to move? Why can't just laying there be enough?"

"It would have been, if you'd taken some time to do something to me besides jam your prick in my snatch."

"Oh?"

"What the fuck makes you think I'm going to cream just because your cock stands up and comes here?"

"My, you've got a lot of growling behind those pretty teeth. You're certainly not as sweet-sounding as you look."

She stiffened and got a funny feeling in her stomach. He continued:

"You're pretty fucking slick, too, or should I say slick fucking? That boss in the agency must be some teacher. Or no, he's probably a fag. Anybody who runs an agency for teenage male models and has such a steady turnover of men must be. Well, it seems logical." He paused as he slowed his maddening assault a little more, as if he were pondering.

"Damn!" she said

"What did you say."

"I said, goddamn you."

"Getting hot, eh, chick? But not in the pants, where you want to be hot. You want to cream heavy, to squirm and moan as I pound the shit out of you. You want to rake my back again and scream when you come."

She was twitching in spite of herself; her cock-hungry cunt started to contract a little.

"Mmmmm." he said. "Getting excited or something, chick?"

"Mmmmm." she answered. (His hands, cupping her breasts lightly, tightened and he wiggled his fingers to pull at the nipples.) "Yes," she said.

"Would you like to turn over? Would you like to play with me, do all those things you thought about, talked about?"

"Yes. Yes. Yes."

"Do you think you'd enjoy doing all those things to me? I mean, how would they be better for you than just lying here, getting fucked, with a view of the city right there where you don't have to even strain to see it? Tell me. How could you dig all that when I might not even touch you?"

"I'm not worried." A little snappy. She was hot now, her cunt was wet, but somehow desire was missing, the flaming need she had felt in the car as they had come up here was gone.

He was talking: "Yeah, you know I want you, right? Why else would I have picked you to come home with tonight, chick? Out of all the teenyboppers and slinky, skinny chicks, and all the chicks with bigger tits and finer asses; why did I pick you? Do you have any idea?"

"No." Definitely snappy. She didn't need any crap from some fucking teenager, damn it. There were enough who did their fucking and smiled and left, making their way in the darkness, back to the world she had left so long ago. She definitely didn't need a smart-ass little prick.

"Do you want me to stop, chick? You seem a little unhappy."

"Do what you want, you..." Little boy, she wanted to say.

"Oh." He stopped his prick, hips a little up in the air, started to slowly pull out. She tensed and tried to lift her ass from the pile of pillows, but her back was already arched too far.

"Do you want me?" he asked. She made a strangled noise in anger. "What did you say?" His voice was infuriating. "Do you want me to fuck you?"

"Yes," she said, clearly at first, and then with a long hiss.

"You do?"

"Yes." The answer surprised her, even as she said it. It seemed to well up from her cunt, which had sensations running through it: small teasing sensations. The anger was going. Maybe he would fuck her good and proper with no more of this silly game he was playing.

He lifted from her, and started to move away. She turned onto her back and kicked some of the pillows away from her hips. Then he moved; slowly but without seeming intent, closer to the window, on his knees. His long cock gleamed in the light with the wetness of her box. When he sat she knew suddenly what was on his mind, and anger rose again.

"Damn it."

"Suck me off, chick."

"You're not even making an attempt to find out what I want."

"I told you. And you told me a lot of things you wanted to do to me. Eat me was one, you said. Changed your mind?"

"You don't even ... you just ... damn, you're so fucking high-handed."

"You weren't complaining before."

"That was different."

"How? How different? Did you decide you'd used me and would throw me away now? 'Well, his prick's big again, but I don't need it. Maybe he can go jerk off in the John. Or maybe the cool air will calm him down.' " There seemed to be no anger in his voice; just a teasing, annoying kind of lilt that set her on edge. Carol started to push at his chest, but he caught her arms and sat down on her chest, pushing her tits hard against her body. He kept his weight on her and slid up until his cock touched her chin.

"I'll knock the shit out of your pretty face if you give me any hassle, broad," he said, and this time there was an edge to it. Something she couldn't identify; puzzled, she shrugged mentally.

"Okay. Let my arms go, please. And ease up a little. Why don't you lay down?"

"Bullshit, bitch. You're right where you ought to be. Eat that fucking cock, and stop playing cute games."

"Then, closer, please," she said.

He moved down and the weight eased a little. His legs tensed. She caught the tip of his cock with her tongue, and pulled it into her mouth. Without her hands she felt awkward. Suck, she thought, just suck the motherfucking prick until he comes. She sucked hard, as if to pull the come from him. No, easy, get him passionate. Get your way, she told herself. Then he pushed hard and his dick filled her mouth and started down her throat. She gagged, but he pushed more, then eased up, until she had only the head, the velvet, bright, slick head in her mouth.

With nibbles and tongue kisses and a quick suck to ease a thin fluid from him, she worked her mouth. She squirmed a little, too, trying to get some kind of satisfaction from the position. She would beat herself off later, Carol thought, play with that small hard little clit until release came. Release of a kind. She wanted to make him fuck her now, but didn't know how to do it. Just keep going, she thought, and get him off and send the idiot back to his mama or wherever he rests his head.

His position shifted; both her hands and arms were gathered together, with one arm crooked around them. His hand touched her snatch, she felt a current of need go through her. Oh damn, she thought, oh, damn, more. His hand was gone.

She moaned, and his hand came down again, to touch her lightly, the way most of these kids would do it. With a quick swipe they touched her cunt, as if checking to be sure she was turned on enough for them to shove their cock into a wet hole. Then his hand came down now, one finger square on her clit, and he massaged her whole snatch with a slight pressure. She moaned again, squirming and lifting her hips helplessly.

Carol slipped her mouth away from his cock and whispered to him, pleading, "Please." Then louder:

"Please, please, please." But his hand went away and came to position his prick at her mouth. Sadly she began sucking again. A tremor went through her and she gasped. There was a mouth on her, sucking her clit, moving to kiss her wet opening.

"Keep going," he said "Suck me off, damn you." He couldn't eat her and talk to her, she thought, he couldn't be perched on his knees over her face and facing the city lights and have his mouth on her cunt. She smiled to herself. Suck him off. Just eat his cock, nibble by nibble, and think of that tongue probing your deep hole, think of the lips on teeth gently, gently nibbling your clitoris; enjoy it and stop worrying about this kid. Suck him off and get rid of him then find out icho was eating her with such skill.

"My hands," she said, commandingly. He hesitated a moment, then released her. With her hands she cradled his balls, jiggling them, squeezing them, reaching with practiced fingers to press the base of his stiff pole, to press, release, stroke.

"Better," he said. "Much better." It. sounded strained though. The tone of command was fading a little. The mouth on her pussy worked steadily, hands reached to her belly, lightly, then slid between her slim, moving hips and the carpet. He clutched her ass, kneaded it as he sucked hard, then easy, hard, then easy. Oh, beautiful tongue sliding in and out, again and again.

Carol wanted to know who was this man who knew better than she what was wanted. And how did he get in? Georgie was gone for the weekend. And Georgie hadn't given the apartment key to anyone, not even Paul.

She kept grinding her hips in this stranger's face; this stranger who responded with such lust. She kept pulling on the prick in her mouth; coaxing it, teasing it to come. The insane cunt-teasing leading to this was a dim memory. Fucking, hard and satisfying, before that, was a memory too, one that would have to be brought back when she needed comfort or wanted to trade stories with Georgia.

Carol licked his balls, flicked her tongue at the strong cord which held them to his body. A glance through the haze of sweat on her eyelashes, sweat from her face, and streaming onto her from his upright body: arms at his hips, he stared out the window. Carol wondered what he was thinking. Was she in his mind at all; or was he lost in his own dreams: using her for his fantasies because it was easier than masturbation?

This, who? Oliver. This proud young body with its fine long cock coaxing its way into her mouth. He was hard, well-muscled, and would look good even after he stopped his fad for weights and sports that probably got him that way. Ah, but how did his gnarled, red cock get so big, she thought? What exercise provoked it to grow?

Probably all the young girls he went to school with, all those self-conscious giggling high school girls who, if they bothered about sex at all, were tight and scared and ashamed. Carol wondered where he got his rocks off, from which cunt, hand, or mouth he usually sought comfort in when the huge hot stick in her mouth and hands throbbed and blood pounded through its head like now. Where had he gone before to fuck?

I may have twenty-odd years on him, but he'll not get anything like this from those teenyboppers sitting across from him in class, she thought.

A tightness in her cunt, small, quick twinges foretold a strong climax, a hard, shaking orgasm. She tried to make her body ripple, so her cunt ground into that tireless mouth between her legs. She held his cock away from her mouth a minute.

"Put your hands on my breasts," she said. "Play with my tits." No please. No more please for him. Abruptly he pulled away from her, turned, and inserted his prick, oozing a slight fluid, smoothly into her mouth working his hips as if she had a cunt where her mouth was.

When she gagged a little he eased up, then pushed a little more. She gagged again, and her body whipped convulsively, trying to fight this intruding hot, wet, hard cock. He had found a way into her throat that ignored her gag reflex. Or maybe the fingers which had slipped inside the mouth which sucked her, playing with her clit violently, were distracting her. Oliver's mouth, sucking on one nipple as if he wanted milk worked one slippery tit, while a hand brushed the other nipple softly, only close enough for the stiff, throbbing nipple to strain tighter toward his hand.

He came suddenly, a gush of fluid slipping down her throat, and he pushed more, through the thick come, further, as if to bury his balls in her mouth too. He bit her tit hard, then harder, and only let go to cry out. As soon as the fluid had left his cock, the spasms beginning to die, he pulled the huge pole from her mouth and leaned to shove the mouth away from her cunt. She moaned, tried to reach down for the mouth, and stopped in shock. With his body away she saw the mouth as a person; the shock was like stunning blow to the side of her head. She was scarcely aware that Oliver had moved and was poised above her. Again he blocked her vision, and she barely had time to realize it before he had plunged his still hard and longer than remembered prick, into her. The violence did not touch her not as he entered; only when the force of his thrust pushed her cunt to the limit. She screamed. Dripping wet, everywhere especially between her legs. Yet more goo gushed from her, coating his cock. At the next thrust she met him, ramming her hips up at him as hard as she could and gasped as his cock rammed deeper into her cunt. Again, harder. Again, harder.

Carol screamed as she came, called out, and let her body tense until the release warmed her, softness came over her muscles, and she smiled. He was still fucking her, but easier, mindlessly, pumping her-no, coaxing his pump handle into her snatch, priming himself to gush forth into the bucket between her legs. She lay still, not responding to his frenzied pounding, but suddenly clenched her ount muscles as hard as possible while he tightened and emptied his load into her, holding him, close, making soft noises, smiling. He relaxed on her, resting as a child might sprawl where he has fallen, breathing heavily. Carol smiled, watching the person standing in the doorway. The shock was turning to delight.

Georgie grinned back at her, moving into the room again. She unzipped her dress and dropped it on the chair, where she tossed her coat when first entering. As she bent to slip her panties off, her heavy tits swung. Before she stood straight again, she caught them in her hands, and lifted them so that all of their bulk flowed from her chest, spilling over her fingers. One thumb reached to flick the nipple, which immediately sprung out, hard. Georgie was watching herself in the mirror.

She moved closer to the reflection, lifting her boobs higher, as if offering them to her image, slowly gyrating her hips as she walked right up to the mirror, to press her hips, then nipples, on the smooth glass. She wriggled her body from side to side, then stepped back, frowning at herself. She took one breast in both hands, and tried to lift the nipple to her mouth. Her tongue flicked out the way Carol had seen a lizard's tongue in the desert. Georgie dropped the tit, and slid her hands onto her belly. She turned, and inspected it for flatness in the mirror. Satisfied, she reached down and fluffed up her rich red hair, which had been crushed by the mirror. The other hand rested on her hip.

Georgie darted a finger into her cunt, wiggling it for a moment, in there. Removing the juicy digit, she inspected it close to her face, sniffed then sucked it into her mouth.

"How old is he?" Georgie asked, having put the finger back into her snatch and twitching her hips as it worked from side to side. Her thumb pressed her clit, ground it a little.

"Probably about seventeen. He's a senior. In high school. He was hitching a ride home from some," she paused, "festive occasion, at the school.

We went to a movie, then stopped for coffee, then came up here for dessert."

"Very-likely."

"Does it matter whether he bought the story?"

Georgie turned, and used both hands to scoop her long auburn hair away from her shoulders and pile it on top of her head. Her tits caught the extra glimmer of light from the hallway. Carol thought of the mouth on her cunt and itched. She wanted to reach down and rub her cunt and put fingers into it and tease herself a little. The mouth and Georgie's full body-she connected them in her mind and Carol wanted to touch that lush, creamy-skinned body, to be touched softly in return.

The heavy body resting on her stirred slightly.

"Why the floor?" Georgie asked. Carol put the boy on the floor, and folded her legs so her slit was wide, her lips parted, and the oozing moisture could be seen to fill and overflow her cunt. She started to tell her the story.

Cross-legged in front of her, their knees almost touching, the two talked and gestured and tried to avoid looking at each other's cunts. Carol felt warm and wet, and wanted only to reach over and touch that slick, shiny, open slit in front of her. But she kept her mouth busy and her hands still, unless the words called for a gesture. She lost herself in her words, and lost her mind in the urge to kiss Georgie's red slit, to suck the wet from it so that Georgie would fill again and again, until she came, flooding her lover's face with the fluid. The smooth honey of love.

Georgie had no division in her mind. She nodded and answered and tried to keep track of where her mind was, but only the thought of sucking Carol until she screamed.

Oliver moved, mumbling a little, and started to sit up. He stopped halfway and rested on his elbow, watching the two women. Georgie took her hand from Carol's thigh, and stroked the inside of one calf gently before she said, "Look." They both turned.

The boy was smiling, and his eyes caressed Georgie's body. God, this first chick was not bad: thin, but decent tits and pretty face. But the redhead, damn! She was full-bodied and rounded, creamy skinned, with dark, strange eyes. A glimpse of her white teeth made him draw in his breath, and narrow his eyes. In the semi-dark, they flashed, sending back light from everywhere in the room. Sitting that way, man, he could see all her cunt, stretched wide. Damn, he'd like to eat her, to cover her with his mouth and swallow as much of that sweet stuff as she could put out. There was so much now!

Those two: were they queer for each other? That redhead had come in cool as ice, dropped her coat on a chair, removed his exploring hand from the broad's hole then had gone down on the slim one's cunt with no hesitation, and probably would have sprung the bitch's fine case of the fuck me's. Somebody had told him once it's better to fuck her than eat her ... she'll soon be ready for more.

His prick was throbbing up again from its limp resting place on his leg. They had gone back to talk, but glanced at him now and then. He used his first two fingers to squeeze the base of his cock, and then ran them lightly up and down. Damn, yes. He'd like to fuck again. This time the redhead. But he had to get them away from each other.

Well, Oliver thought, just plunge. He sat up fully, swung his legs so that he was turned around, and reached past Carol to plunge his face into Georgie's lap. He heard a laugh as he nuzzled against her pubic hair. They were talking but he decided to cover his ears with her thighs. They'd have to pull him off if they didn't like what he was up to. He reached up blindly and found her tits with one hand, so he could push her down. With his fingers in the crack between her two breasts, he pushed hard. Another laugh, and she fell away from him. His cock was pounding madly now, filling with blood again, ready to plow into her and wear furrows in her mind. Oh, man, there hadn't been this much laying-down-shove-it-in cunt since his sister had come home from college with three girlfriends. Two weeks of strutting, fucking and exploring. His parents hadn't been able to figure why he stopped going out every night to " 'study'" with Tony. Why should he have to go looking with Tony if there were three horny dames in one bedroom who ate him at the merest hint of a rising cock. Sylvia for instance:

She hadn't much style, but her huge mouth gobbled his prick while her tongue flicked at his aching cock to bring him ecstasy.

Now he was burrowed in this clean-smelling, hot chick, licking her lips with his tongue, licking the hard, hot little clit, sliding out to nip at her thigh, swooping back to stick his tongue in as far as it would go, gathering the lips in his mouth, again, and again. He explored her with his tongue, tasting and smelling the nectar of her cunt, lost to sound, or vision.

Her legs were wrapped around his head. She squeezed them a little every now and then. He had kept one hand on her belly when she fell back; the other spread on the carpet. Now he took his free hand and maneuvered it down to his cock. Holding it sheltered the hot, aching tool from the carpet. His thumb and forefinger held the head and squeezed it in time to her erratic squeezes with her thighs.

A hand covered the one on her belly; he grabbed it hard. Her legs clamped on his head while she pulled away from his probing tongue. After a minute she clutched his hand again, this time to pull at it as a gesture to him. He lifted his head and saw her flushed, happy face.

Come here, her eyes were saying.

"You're wet. Your face is all wet."

He grinned.

"Oliver, let me dry your face." He came closer and she leaned forward to lick at him with her tongue. When he was near enough she started at one eyelid and cleaned the stickiness from his face.

Tremors ran through his body as she tongued him. Damn, he thought, I wish she'd lick every inch of me. I wish she'd stick that tongue in every opening, every fold of my body. He moaned a little.

With a vague, mysterious smile Georgie looked down; his eyes followed hers. She spread her legs a little, and wriggled her ass as if to get more comfortable. This thick fuck carpet was more comfortable than most beds he'd slept in, but rough on skin. Oliver watched in amazement as the woman lifted one leg, then the other. She put her knees to her chest and pointed her feet to the ceiling.

"Well," she said, "come on," softly encouraging him to do his part. I don't know what the game is, he thought, but it's not a bad one, not bad at all.

Oliver moved around to kneel at the spot her thighs had just left. He could see the sticky fluid from her cunt matting the carpet. Her ass was even wet with the stuff. Lightly he caressed the soft thighs she presented to him, and tickled at her spread cunt for a moment. Staring in amazement at the vast, sweet offering before him, he hesitated. What was he to do?

"Please," she said, in that soft voice, "please fuck me." He was stunned by the contrast of her softness and this forthright display and offering of her snatch. When he moved to touch her cunt again with his hand she moaned. His cock ached so he reached to shelter it in his cooler hand for a moment.

"Stick it in. Move around. Just fuck me, fuck me. Slam that dick into me as hard as you can. Come on."

So softly, but her voice incited him. He guided his cock into the spread opening, felt the lips widen more to take him in, and then the walls of her cunt closed around him. Moving tentatively, unsure, he thrust into her, the slow, even contractions of her cunt massaging the warm fluid from him, trickle by trickle. He was on the verge of climax, so close to coming he wanted to cry, but his passion overtook him too soon for that. He slammed into her, slowly, but hard. Her cunt met him and held him at each entry, so that he had to pull away from her a little to draw it back. The suction on his cock was driving him wild.

He was resting on her upturned thighs, with his arms around her legs. Her face was buried by his chest; it was cool and comforting. Quiet and still, she moved a little in response to his thrusts, but mostly her cunt worked. All that motion inside her, while she seemed so calm. Arms still spread on the carpet, she kept so calm-except for that strong, grasping cunt . ...

He tightened the arms around her legs as the pressure built in him. As he increased the pace she quickened with him; a low moan of need formed in his throat. He slammed into her hard then pulled away; passion gripped him. Thrusting back into her, as hard as he could, he poured his load into her, yelling.

After a minute she relaxed her cock-hold on him; he moved away. Lying back on the carpet, he sought her face. She was smiling, yet sweat glistened on her forehead. Was that his sweat or hers? She seemed so calm.

He frowned and wrinkled his forehead.

"Is something wrong?"

"I don't ... no, I guess not." He didn't want to ask her if she had come. It seemed like some fault of his. "No. Nothing's wrong."

"Well, if you say so."

He couldn't understand this broad. Was she a whore or something? He had heard that whores never came, and that they rarely said anything at all. But if she was a whore, where was he? Why was she here? Was the other girl a whore too?

And oh, no. No. The thought made him want to laugh. Money? Maybe they wanted money. Well, they sure as hell picked the wrong guy. He had maybe three or four dollars, but that was for a movie over this weekend, with one of the neighborhood girls. You had to take them out or they wouldn't fuck. Most girls he knew weren't like these chicks. They didn't lay down just for kicks.

But why were these two interested in him? He frowned again for a moment, then shrugged it off. Well, what could they do?

The redhead was staring at him. He shook his head. She looked puzzled. He smiled.

"Mind if I wash up a little?" he asked.

"No, go ahead. Why don't you take a shower?" She pointed to a corner door. "The bathroom's in there."

He got up slowly, and walked a little crookedly to the door she had pointed out. All this fucking made a guy a little unsteady. He was smiling still. Damn! He'd never fucked this much, or this steady, since he'd known what to stick in a girl's hole. Whew, this would be a tale to tell the guys. Not that they'd believe him....

Carol came in the door from the hallway after he had gone to the bathroom and carefully closed the door behind him. She could hear the water running, and imagined the steam rising, filling the small room.

"God, that kid's something, isn't he?" Georgie was perched on the edge of the bed, with the pillows that had been tossed to the floor arranged around her. Carol smiled, and looked at her friend.

"Yeah, why didn't they make them that way when we were kids?" Carol moved towards the bed, and took a pillow from the pile.

"Are you kidding?" Georgie asked. "We were so uptight we'd never have gotten into bed with anything, or believed that anything good could come out of that." Carol placed a pillow behind her head and stretched out her long white legs in front of her. Georgie turned to face her. "When I was married it took Paul six months to get me near bed with him. The poor dude was a virgin, too, and knew nothing but, stick your cock in here, move it around and after you feel real good ... take it out. Go wash off, and then you'll sleep just fine." Carol was giggling.

"You laugh, but was it much better for you?" said Georgie. "I mean, your old man wasn't that great, from what I've heard you say."

"Weii, we started screwing around in cars," said Carol, "when I was still in college. He knew what he was doing; I thought he was the most marvelous thing in all the world. It was even better when we got to the point of spending weekends together. Half the time we'd skip the football game and just stay in bed. He was nice, but he got bored after we were married." She grinned oddly. "Marriage seemed to be the death of sex for us. We stopped taking time and making a big thing of it. You know: we saw each other every night, so what was the big deal?"

Georgie looked at Carol's breasts and her thin belly, then away.

"Ah," she said, "I guess I get so down on screwing sometimes and so down on men that I block out al! the good that might have been." She looked it Carol again. "I even forget that it might be good for you, sometimes."

Carol sat up, leaning forward a little.

"Did something go wrong with this weekend? I mean, you weren't supposed to be back until Monday," Carol said.

"No, I just changed my mind. It seemed like an awful lot of trouble to go through just for a new fuck, you know?" Georgie lifted her head, and gave a toss towards the view. "It's a big city; I haven't exhausted it yet."

"The change might have done you good though. Fresh air at least."

"Well, I just changed my mind, that's all," Georgie said.

"Okay, okay." Carol moved over and put an arm around Georgie's shoulders, and squeezed. Georgie licked her lips: "Keep that up, and I'll take up where I left off."

"I liked it," Carol said. "You know, it's funny. I never thought of myself as, you know, a lesbian, or liking girls, but I really liked what you did."

"If you want, I'll. ... well, I'll..." she grinned. "Damn, here we are, two middle-aged chicks."

"We're not middle-aged!"

"Close, anyway, damn close."

"Well ... "

"But anyway, two experienced, worldly, casual, pretty forward ladies (do you like that better?) too damn shy to screw each other." She looked at Carol somberly, straight in the eye; suddenly they both laughed.

Georgie's hand cradled Carol's tit, held it a moment, then she leaned over to kiss the nipple gently. Georgie looked at Carol again, then put both hands on her shoulders and pulled her near to kiss her lips.

They explored each other's mouths with their tongues, leaning close so that their tits brushed lightly. Carol brought her hands up to hold the back of Georgie's head, then moved them slowly down her neck and back. The soft mouth on hers tenderly explored her. Her cunt got warm; a quiet need building. And Georgie, she wondered?

She moved a hand down to Georgie's rounded belly, stroking it softly hefore reaching to ruffle the pubic hair. Georgie moved a leg away, so Carol could reach into the warm slit between her legs.

Carol creamed suddenly, to feel the warm and the wet in her friend's snatch. She explored, finding the clit with one finger, and stroking it easily, thrilling at the quick hardness of the nub. She moved to the hole, poking a finger between the wet lips. She touched tentatively, (wondering at the smooth flow of wet coming down her finger) then jabbed deep.

Georgie gasped, closing her eyes, moving her head away.

"Did that hurt?" Carol asked.

"No." Georgie shook her head. She moved her head close again and covered Carol's mouth with hers. This time there was more passion, more urgent need in her kiss. Her tongue poked hard; Carol felt a shudder go through her body.

Carol pulled away from the kiss, and took her finger from Georgie's slit.

"Let me eat you," she said. "Can I see what that's like?"

Georgie nodded, then added, "Yes."

Carol bent down as Georgie spread her legs back, and leaned on her elbows, watching Carol approach her. When Carol's tongue touched her, she shuddered, and jammed her hips forward. Carol met her, eagerly, and darted her tongue into the wet, open snatch. She probed the hole for a few moments, enjoying the taste and smell. The newness of it thrilled her.

When she looked up, Georgie was smiling at her.

"Yes," Georgie said, in answer to her silent question. "Yes, that's fine. Just fine."

Carol smiled, and moved her mouth back to Georgie's snatch.