Chapter 1

The sound of the kitchen door slamming awoke Sara from her sound sleep. Through her closed bedroom door she could hear her mother’s hushed voice amid shuffling footsteps and the clash of keys as they were tossed to the counter top.

"Sshhh! My kid’s asleep!"

She heard a man’s voice mumbling something unintelligible, then her mother giggled. Something that sounded like a kitchen chair skidded across the floor and banged against the cupboard with a hollow thunk, followed by hushed cursing. She sighed, rolled over onto her side and tried to wrap the pillow around her ears tight enough to mask the sounds she knew would soon be coming from her mother’s bedroom across the hall of their small rented house. Sex noises. Loud sex noises.

At eighteen, Sara Killiam was an only child. Her father had been killed in a car accident when she was nine. Her mother, Sandy, was a beautiful woman and had always been a loving and caring mother until the accident. She had been deeply in love with Sara’s father and after he died, she had a hard time coping with the loss. She changed from a doting mother to a party girl, usually staying out until the wee hours and more often than not coming home drunk. She failed to keep up the mortgage on the small house they had bought when Sara was born and the bank foreclosed almost a year to the day of her father’s death, forcing them to move to the even smaller house they now called home. At the young age of nine, Sara began to feel like she was more of a liability than a daughter, and began to retreat into herself. Sandy took a job as a waitress in one of the clubs downtown and often came home at three or four in the morning with some guy she’d met there.

As the inevitable sound of the creaking bed springs reached her ears, she held the pillow tighter and willed herself back to sleep.

Her mother’s lifestyle since the death of her father had forced her to grow up fast. When she was thirteen and had first heard her mother’s moans of sexual pleasure, she’d burst into her room with a baseball bat poised over her head, ready to rescue her from whoever was hurting her. She stopped dead in her tracks, her young eyes locked on the naked man between the legs of her equally naked mother.

"Sara! Go back to bed! Everything’s ok!" her mother had shouted.

She remembered backing slowly out of the room, her eyes still fixed on the strange scene on the bed. She knew enough about sex to recognize it for what it was, but didn’t fully understand what was happening. Her mother and the strange man watched as she backed into the hallway and began to pull the door closed. When it was almost closed, the man began to move up and down and her mother’s attention switched from her back to him. She paused and watched through the crack of the door as the man began moving faster and faster, at the same time both fascinated and horrified. Her mother moved with him and began to moan louder and louder. Suddenly, the man pulled away from her mother and Sara’s mouth dropped open as his long, hard penis came into view. It was thick and very wet. She could see it glistening in the light from the lamp on the night table.

‘He was sticking that thing into Mommy!’ she thought, her hand instinctively dropping to own pubescent little pussy. She was surprised to find her panties were damp and wondered if she had somehow peed in them without noticing.

Suddenly, the man grasped her mother’s hair and she scrambled to her knees on the bed. He pulled her toward him and she opened her mouth and put his thing into it! Horrified, but unable to pull herself away, Sara watched her mother suck the huge organ in and out of her mouth. The man sighed and began to move his hips, pushing it in further. They kept this up for a minute or two, then her mother pulled it from her mouth and began to pump it with her hand. Sara saw something shoot out of it and hit her mother in the face. Disgusted, she backed away and went back to bed. But she didn’t go back to sleep until she heard his car leave and alcohol-induced snores emanating from her mother’s room.

She shuddered under her covers as she relived the memory of that night five years ago. The next day she hadn’t been able to look her mother in the eye. Sandy had tried to explain, but she didn’t realize how much her young daughter had seen and Sara didn’t want to hear her feeble explanations.

Eventually, she gave up trying to talk about it and over the next few years they pretty much stopped talking altogether. They worked into a routine where they rarely saw each other. Her mother would leave for work before she got home from school and Sara would be asleep when she got home. Since Sandy always slept until at least noon, Sara was long gone to school before she woke up. She usually disappeared all weekend, crawling in exhausted on Sunday night reeking of alcohol and sex and going straight to bed.

During these years, Sara had learned to feed herself and do the housework. While her mother wasn’t real big on care-giving, she did always leave her enough money for groceries and other necessities. If not, Sara simply took what she needed from her purse while she slept. For some reason, she always seemed to have money in her purse although their bank account usually held barely enough to cover the basics. She learned to pay the rent and how to sign her mother’s name on checks to pay the power, phone, and gas bills. In the course of the next few years, it was like she had switched roles with her mother, who acted more like a delinquent teenager than an adult, while Sara shouldered burdens of responsibility no child her age should have had to.

While she was grown-up enough to run the household, she certainly didn’t look her age. She was slender, almost waif-like, with straight, shoulder-length blonde hair. She stood about five-foot-seven, weighed just over one hundred pounds, had small breasts (barely a B-cup), and long, shapely legs. Her face was also thin, but pretty, with bright blue eyes, a slender nose, and pouty lips that somehow didn’t fit the rest of her look. She never wore make-up, not that she would have needed much.

And she was smart, with the highest grade point average in the entire senior class. But she was also very shy, and had no close friends. She did converse with a few kids at school, but didn’t really consider any of them friends. She’d never been on a real date, believing that no boy would ever be interested in her, with her skinny body, small breasts, and plain face.

So she threw herself into her studies, hoping that a high GPA would earn her a university scholarship somewhere. Anywhere but here. She knew she had to break away from her mother before she was dragged down with her, and a scholarship was her only hope.

Somehow she managed to fall back asleep and was awoken a few hours later by the familiar sound of her alarm clock. She threw back the covers, got out of bed and stretched. Her t-shirt rode up when she did, exposing the pink cotton panties she wore under it. With a yawn, she stripped off her shirt and panties, slipped into her worn robe, and went to take a shower.

She emerged from the bathroom fifteen minutes later, her mind focused on a biology test she was taking in second period, when she almost walked straight into the naked man coming from her mother’s bedroom.

Her robe was untied and it fell open when she jumped, startled by the presence of this strange naked man in the hall. She quickly pulled it closed and held it tight, then looked up to the face of the man grinning down at her, obviously not at all embarrassed by his nudity. His breath was sour and his dark hair was disheveled. She instinctively dropped her eyes only to find them looking directly at his flaccid penis, which seemed to grow a little larger right before her eyes.

"You’re more than welcome to join us in there, sweetheart," he said in a gravelly voice, jerking a thumb back toward her mother’s room. His tongue licked his dry lips as his eyes moved over her, causing Sara to shudder in revulsion. "I’ll just be a minute!"

She looked past him and saw her mother sprawled naked on the bed, still sound asleep. She gripped her robe tighter to her chest and ran into her room, locking the door behind her. The man chuckled, farted loudly, and went into the bathroom.

Sara dressed quickly, then pressed her ear to the door, straining for any hint of his presence in the hall. Hearing nothing, she unlocked the deadbolt and opened her door slightly, still leaving the chain hooked. She had installed the chain and deadbolt three years ago when she noticed her mother’s ‘boyfriends’ staring at her in a way that made her feel very uncomfortable.

She peered across the hall to the bathroom. The door was open and the light was off. She shifted her gaze to her mother’s room. The door was open slightly, but it had been wide open earlier. He must have gone back to bed.

She collected her books and put on her jacket. Checking the hall once again, she unhooked the chain, then quickly opened the door and ran out through the kitchen and outside. She was almost a block away when she remembered her lunch was still in the fridge. But there was no way she was going back for it and risk running into her mother’s latest one-night-stand again. She checked her pockets and found five crumpled ones and almost another dollar in loose change. It wasn’t much, but she wouldn’t starve.

She sighed and thrust the money back into her pocket. "Only a few more months," she told herself. Three universities were considering her for full scholarships, and several more were offering partials. One way or another, she was getting the hell out of that house in the fall. Sooner, if possible.

She continued walking the seven blocks to the large, imposing stone building that was Coolidge High School. It was late April and the last of the snow had disappeared a few weeks earlier. The trees were still bare, but a few had buds and the grass was beginning to turn green in the shelter of the houses she passed. The sun was warm on her face even at this early hour, bringing with it the promise of a warm spring afternoon. She walked along the familiar route, lost in thoughts of college and finally escaping her mother, then turned a corner and the school appeared in front of her. People were bustling about and talking loudly, disrupting the tranquility of her morning walk.

As she entered the school grounds, she could see groups of students everywhere, split up into the same cadres as they always were. The jocks and cheerleaders held the prime position in the center of the quad between the long stone steps and the flagpole, while the stoners hung out next to a wall where they couldn’t be seen from any of the windows. Then there were the ‘cool’ kids hanging out around their cars in the student parking lot, where someone’s car stereo was cranking out a Zeppelin tune. There were a few other smaller groups hanging out here and there, but those were the main three.

She glanced over toward the parking lot as she made her way through the jocks and cheerleaders to the steps. She saw Peter Wells talking with a group of people who were gathered around the car that was playing the music. She considered him one of her closest ‘friends’ at school, although they only spoke briefly at their lockers and the occasional time he would ask for her help with schoolwork. He had dark, curly hair, was handsome in a skinny, rock star way, and played guitar in a local band. He treated her like a human being, never acting like she didn’t exist and always quick with a smile and a friendly hello. She had a huge crush on him, although she knew she would never have the nerve to follow up on it.

She made her way briskly through the crowd. As usual, no one spoke to her or even seemed to notice her. To them, she was invisible; a nobody, which was perfectly fine with her. She was past them and had almost reached the doors when the first bell rang, signaling ten minutes until classes started. She pulled the door open and went into the nearly empty corridors as the students outside began to gather themselves up and make their way inside. She went directly to her locker and spun the dial on the combination lock as the hallway around her began to fill up. She opened the door and began to remove her jacket.

"Hey, Sara."

She turned to see Peter smiling at her. He had the locker right next to hers and their morning greeting had become a daily ritual she looked forward to. He was taller than her, with just the hint of a dark peach-fuzz moustache, and wore a black leather jacket, white t-shirt, and black jeans. His eyes were dark, almost black, with grey flecks. When the light hit those flecks just right, his pupils seemed to emit an almost inner light. Sara found it eerie, yet somehow very sexy. He was the school’s acknowledged guitar god and wore his dark, curly hair well past his shoulders in an attempt to emulate his hero, Jimmy Page.

"Hi, Peter," she replied with a smile. "All ready for biology?" Peter was in her second period biology class and she knew he was struggling to pass.

He frowned and sighed. "I dunno. I tried to study. Hopefully some of it got through my thick skull." His frown turned into a very attractive crooked grin as he tapped the side of his head with his knuckles.

Sara returned his grin. She knew he wasn’t stupid. Schoolwork just wasn’t his forte. "You’ll do fine," she reassured him as she closed her locker. She nudged him and gave him a wink. "Besides, someday you’re going to be a rich and famous rock star. What do you need biology for?"

Peter laughed and she joined in, but in her heart she knew that was his dream. And it wasn’t all that crazy. He was a good guitar player - really good. Maybe even a prodigy. He could sing, too, but preferred to concentrate on playing. She had accepted an invitation from him to watch his band practice one day after school, and there was no doubt who the talent was in it. They walked off down the hall together to first period, with her explaining mitosis to him.

Chapter 2

Sara walked to the front of the class and placed her test papers on Mr Sanford’s desk. He glanced up, then smiled at his star pupil and nodded toward the door. She left the class with over twenty minutes remaining, confident that she had aced the test. She could have left ten minutes earlier, but she took her time, not wanting to appear too smart. She sighed as she closed the door. The test had been embarrassingly easy and she couldn’t wait to start college where she hoped she would be a little more challenged.

As she made her way down the empty hall to her locker, she noticed a pretty girl with long brown hair standing at an intersection of two corridors and looking around like she was lost. Sara didn’t recognize her, but she looked like one of the cheerleading crowd with her skin tight jeans and equally tight t-shirt. When she spotted Sara, she smiled uncertainly and started toward her.

"Um, excuse me," she said as Sara approached. "I’m new here. Can you tell me where . . ." She looked at a piece of paper Sara recognized as a class schedule, " . . . room 202 is? Mr Green, 12-2 chemistry?" She glanced up at Sara with a pleading look.

"Uh, sure, it’s this way. Actually, it’s my next class. I’ll show you," Sara replied.

The girl’s face brightened with a relieved smile. "Thanks! My last school wasn’t nearly this big!"

Sara returned her smile. "No problem. I just have to stop at my locker for a minute, ok?"

"Sure!" She fell into step beside Sara. "My name’s Karen. Karen Stone." She offered her slender, well manicured hand.

"Sara Killam," she replied, glancing over at her and giving her hand a quick shake. They arrived at her locker and she exchanged her biology books for chemistry. She looked up at the giant wall clock as she closed her locker. "We still have fifteen minutes until class starts."

Karen looked around the deserted halls. "Is there somewhere we can sit and wait?"

"Sure. This way." They walked down to a common area near the cafeteria where a few benches had been set up. Usually this area was occupied by the jocks and cheerleaders between classes, but it was deserted now. They took a seat on one of the benches, Sara fidgeting nervously with her books.

"So," Karen said, "what’s Mr Green like?"

Sara looked over at her and shrugged. "He’s ok." There was a long silence.

Finally Karen said, "What’s there to do around here? Where does everyone hang out after school?"

Again, Sara shrugged. "Well, there’s Merle’s, I guess. It’s a fifties style drive-in on Main." Another long pause. The awkward silence was becoming unbearable. Finally Sara took the initiative.

"So, where did you live . . . before you moved here?"

Karen smiled. Her green eyes sparkled and lit up her pretty face. "We used to live in Carson. My Dad’s a lawyer and he got a job here at a big firm downtown."

Sara nodded. ‘Great, another rich kid. Just what we needed,’ she thought to herself.

Karen continued. "We live over on Westlawn, about a mile from here."

Again, Sara nodded. Yup. Westlawn. The upper class section of town. Sometimes she would ride her bike over there just to see how the other half lived. It inspired her. "Someday," she would tell herself as she pedaled past the nice homes with the perfectly manicured lawns, ". . . someday."

She was suddenly aware that Karen was speaking again, pulling her from her thoughts. "Huh?" she stammered. "I’m sorry, I was . . ."

"Daydreaming?" Karen smiled. "It’s ok. I was just asking if you lived somewhere near me. Maybe we could hang out sometime."

Sara suppressed a smile and looked down. It was hard not to like the pretty brunette. She seemed very nice, with none of the pretentious ‘holier-than-thou’ attitude of most of the kids who lived in that part of town. Of course, she was new here and didn’t know Sara was the ‘weird’ kid from the other side of the tracks. She was certain that once she met up with some of the ‘A’ crowd, she’d forget all about her. She smiled and shook her head. "No, I live the other way. About a half mile from here."

Karen grinned. "That’s not so far!"

‘No,’ Sara thought to herself, ‘only worlds apart.’ She smiled shyly. "No, I guess not."

After a brief pause in the conversation, Karen asked, "So, what are we taking in chemistry?" Sara began to explain where they were in class as the bell rang. They stood and walked to class, still talking as the classrooms opened and students spilled noisily out into the halls.

Chapter 3

Sara was only half listening as Mr Green explained how catalysts are used to incite chemical reactions. She glanced over at Karen, who, after enduring the ‘new student’ introduction, had found an empty seat next to her. Karen looked over at her, sighed, and rolled her eyes. Sara smothered a grin and looked up at the blackboard. From her conversation with Karen, she learned that she was a little behind, but not much. She seemed smart and quickly caught on when Sara explained what they were studying. Eventually, the bell rang and Sara stood to leave. Karen came over to her desk.

"What are you doing for lunch?"

Sara shrugged. She really didn’t want to explain how she had forgotten hers at home and only had six bucks.

Karen smiled and gestured toward the door. "C’mon, let’s go somewhere. My treat. We can take my car and you can show me around a bit."

She was about to say no, then changed her mind. "Sure, ok." She grinned shyly. "It’s not every day I get asked out for lunch!"

Karen giggled as they started for the door. "Hey, it’s not a date! Don’t get any ideas!"

Sara giggled shyly and held her books to her chest.

"Sara, Karen, could you come here for a moment, please?" Mr Green beckoned them toward his desk. They stopped talking and walked over. He looked both of them up and down, then sat down.

"You two seem to be getting along well," he said, then paused before resuming. "I have a request, Sara." He leaned back in his chair and studied them both over his glasses. "Since you’re my best student, I wonder if you might help Karen get up to speed in class. I want to make sure she’s well-prepared for finals." He continued to stare at them, his bald head gleaming as the mid-day sun hit it.

"Sure, Mr Green," Sara replied, glancing over at Karen. "If it’s all right with Karen." Karen nodded.

"Great!" He leaned forward and began sorting through some papers on his desk, ignoring them. Sara got the impression that they had been dismissed and they walked out into the hall.

When they were a few steps from the door, Karen leaned in closer. "What a perv! Did you see the way he was looking at our boobs?"

Sara giggled and nodded, feeling a little embarrassed.

"I bet he was staring at our asses when we walked out!" Karen added, glancing back over her shoulder. Sara laughed as she ran ahead and began to walk with a pronounced wiggle. She thought it was nice of her to say that he was ogling both of them, when she was certain that it was only Karen he’d been drooling over. "I bet he wacks off in the john at lunch time!" Karen continued with a grin as she slowed to let her catch up. Sara laughed out loud, something she rarely did. She decided that she liked Karen, rich kid or not.

They went out to the parking lot and got into Karen’s car, a sensible but still sporty Sunfire coupe, and pulled out of the student parking lot.

"Where to?" Karen asked.

Sara shrugged. "I dunno. What do you feel like?"

"No Mickey-D’s or Burger King," she replied. "Other than that, whatever you like. This is your town!"

Sara nodded thoughtfully.

"Hey! What about that place you told me about . . . Merlin’s, was it?"

"Merle’s," Sara corrected her. "I suppose we could go there."

Karen made the turn onto Main and looked over at her. "You don’t sound very convincing. Does the food suck?"

Sara shook her head. "No, it’s not that. It’s just . . ." She paused. How could explain to her new friend that she didn’t fit in with the crowd that hung out there.

"What?" Karen asked. "You can tell me. We’re friends, right?"

Sara looked over at her. Friends. Right. At least until she found out where she lived. She lowered her eyes. "It’s just that . . . well . . . all the jocks and cool kids hang out there. And I’m a . . . a bit of a . . . geek."

Karen glanced over at her, giving her a amused look. "You think they won’t like you because you’re smart?"

Sara shrugged. "Well, yes . . . that and I’m not exactly . . ." She gestured to herself.

"What? Pretty? Attractive?" She flashed a mischievous grin and lowered her voice. "Sexy?"

Sara blushed, lowered her head and nodded.

Karen sighed and shook her head as they passed Merle’s. "Sara, I’m sorry to have to be the one to break this to you, but you are pretty - very pretty. You’re just a little shy and need to gain some self-confidence." She looked over at her. "Besides, being pretty isn’t just having the right look. It’s your attitude, your presence, the whole package."

Sara didn’t reply. She wasn’t sure if Karen meant what she said or was just trying to be nice.

Suddenly, Karen whipped the car into a parking lot, turned around, and went back the way they had came.

"Uh, where are we going?" Sara asked.

Karen kept her eyes on the road, a determined look on her face. "Can you miss first period this afternoon?" First period was gym, a total waste of her academic time, in her opinion.

"I guess so. It’s only gym. Why?"

Karen looked over at her and grinned. "We’re going to my house. I’m going to show you just how pretty you are!" She opened her mouth to protest, but Karen cut her off. "No buts. I’ll make us some lunch, then you’re getting a make-over!" Something about her tone of voice told Sara that arguing would be a waste of breath and she slouched back in her seat, wishing she had never agreed to lunch.

Chapter 4

They drove down Westlawn, passing the large houses with their professionally cared for lawns and brick-paved driveways. She slowed the car and pulled into the driveway of a relatively modest bungalow with a two-car garage on one end. Karen stopped the car in front of the garage and got out. Sara hesitated and sat there trying to think of some way to get out of going inside to meet her parents.

As if reading her thoughts, Karen came around to the passenger side. "C’mon in. My parents are gone for the weekend." She went over to the front door, digging into her purse for her house keys. Sara got out of the car and followed her toward the door, looking around curiously. Compared to the other houses on the street, this one was much smaller and seemed older, not as well cared for. Karen opened the door and turned to her. Noting Sara’s curious look, she chuckled.

"Daddy considers himself something of a handy-man. He’s always watching those home improvement shows." She rolled her eyes and grinned. " Trust me, he has big plans for this place!" She stood aside and ushered her inside. "C’mon in. Let’s see what we can find to eat."

Sara stepped in and looked around. The house was still in a bit of disarray from the move, with boxes stacked here and there, large black print indicating what room they belonged in. Karen walked past her toward the kitchen, giving the boxes a dismissive wave. "Don’t mind the mess. Moving is such a pain!"

They entered the kitchen and Karen pointed to some stools next to the counter. "Have a seat. I’ll see what I can dig up for lunch." She opened the fridge and began moving things around while Sara took a seat on one of the stools. She held up a bowl. "Do you like potato salad?"

Sara nodded. "Sure."

She emerged from the fridge with the salad and some cold cuts. "This ok?" she asked, holding up the food.

Sara nodded and climbed down from the stool. "Sure. Let me help."

They made some sandwiches and ate their lunch in the kitchen, talking about school and university plans. Sara learned that Karen was also an only child and had applied to some of the same colleges she had. They finished their lunch and put the dishes in the dishwasher.

"Ok!" Karen said with a grin, rubbing her hands together. "Come on, let’s see if we can discover your hidden beauty!"

Sara shook her head. "Really, Karen, we don’t have to . . ."

Karen raised a hand, silencing her protest. "I insist," she said. "Besides, I want to do it." She took Sara’s hand. "You, my dear, are a very pretty girl. And I want to prove it to you." Sara gave her a doubtful look, but she smiled and tugged on her hand. "C’mon! It’ll be fun!" Sara sighed resignedly and allowed her to lead her down the hall to her room.

A moment later she was sitting in front of Karen’s makeup table, staring at the mysterious jars and tubes of makeup scattered across it. Karen was searching through a drawer for something ‘in her color’, as she put it. "Ahh, here it is!" She pulled a jar from the drawer triumphantly. "It wouldn’t work for me, but it should be just right for your complexion." She went around behind Sara and placed her hands on her shoulders, leaning down so she was looking over her shoulder at their reflections in the mirror. "Not that you need much."

Sara blushed, but allowed her to apply the various powders and mascara to her face and eyes. When she finished, she stared at her reflection. Although she didn’t look a whole lot different, her features were softer, less plain; almost glamorous. The mascara and eyeliner seemed to bring her eyes to life.

"Well, what do you think?" Karen asked as she stood back to admire her work.

Sara continued to stare into the mirror. "W . . . wow!" she exclaimed, gingerly touching her cheek.

"Didn’t I tell you you were beautiful?" Karen said with a grin. She turned to her closet. "Now, let’s do something about your look . . ." She began to rummage through her clothes.

"My . . . look?" Sara asked, turning and giving her a quizzical look.

"Sure," she replied as she held up a pair of jeans and studied them. "Try these on," she said, tossing them onto the bed. She turned and continued to dig through her closet.

Sara picked up the faded jeans and looked at them thoughtfully. "What’s wrong with my pants?"

Karen poked her head out of the closet holding two different tops in each hand. She came over and dropped them to the bed, then turned to Sara. "Don’t take this the wrong way, Sara. You’re pretty and you’re smart, but you have absolutely no fashion sense," she said with a slight grin as she plucked at the sleeve of her bulky gray sweater. "Trust me on this."

Sara picked up one of the tops. It was a red t-shirt, cut short enough to show her bare navel. She’d seen other girls wearing them, but never had the nerve to wear one herself. She looked down at her baggy, gray colored slacks and unflattering sweater. The curves of her body practically disappeared inside them. She looked up at Karen and shrugged, a smile forming on her lips.

"Ok, you’re right. I suppose I’m not the best dressed girl at school."

Karen giggled. "But that we can fix! Try the jeans on and . . ." She pointed to the red t-shirt Sara was still holding, " . . . that."

She looked at the tiny t-shirt. "This?!"

Karen smiled and nodded. "Uh-huh. If you want guys to notice you, you have to be noticeable!"

"Guys?" she asked as she nervously unbuttoned her pants. "Who said anything about guys?" She was embarrassed to be exposing herself like this, but didn’t want to back down because of her shyness. She hesitated, then slipped her slacks off and tugged her sweater over her head.

Karen glanced down, taking note of her large cotton panties and utilitarian bra. As Sara began wriggling into the tight jeans she said, "You know, that top would look better without a bra."

Sara managed to fasten the jeans, then looked up at her. Despite her small breasts, she always wore a bra in public. Karen flashed her that mischievous grin and winked.

"I can’t do that!" she exclaimed, wide-eyed. She looked down at her smallish tits inside the white bra.

"Why not?" Karen replied with a shrug. "We’ll both do it!"

Without a second’s hesitation she pulled her tight t-shirt over her head, revealing a very sexy red lace bra. Feeling a little embarrassed watching her new friend disrobing before her, Sara glanced down at herself, running her hands over her curves inside the tight jeans. While not as tight as Karen’s, they showed off her body nicely, and she was secretly impressed at the way she looked in them. She looked back over in time to see Karen undo the clasp of her bra and remove it, allowing her firm C-cups to spill out. She picked up the t-shirt she had been wearing, then hesitated and tossed it into the clothes hamper.

"I think I’ll wear something different," she mused as she began to flip through the clothes hanging in her closet. She pulled out a white button front blouse and grinned. Sara watched as she slipped it on, then buttoned it up, leaving the top three buttons undone to reveal an ample amount of cleavage. She looked up and grinned at Sara. "I’d like to see the look on Mr Green’s face if he could see me like this!"

Sara chuckled nervously. She had never changed in front of another girl before and the sight of Karen’s tits had made her a little nervous. Why she felt that way, she didn’t know.

"Well, come on! We’re going to be late for class!"

Sara looked down at the skimpy shirt and her bra-covered breasts. ‘What the hell,’ she thought. If Karen could do it with her bigger boobs, she could, too. She self-consciously removed her bra, feeling nervous exposing her tits to Karen, then quickly pulled the tight t-shirt on. It fell about four inches below her breasts and hung open so if anyone were to look up they would see her bare tits. She felt a little naked, but it was also kind of exhilarating.

"Wow! You look hot!" Karen exclaimed with raised eyebrows. "You’re definitely going to be noticed at school now!"

Sara turned and looked at herself in the full-length mirror on the closet door. The reflection that stared back at her was that of a pretty girl in jeans that showed off her curves and the skimpy top with her erect nipples making prominent little bumps in the fabric.

Karen moved over behind her, placed her hands on her shoulders and looked at her in the mirror. "You really do look good," she said softly. Sara smiled nervously and ran her hands across her bare midriff.

"I’m not sure I can go to school dressed like this!"

"Sure you can! Hey, if you’ve got it, flaunt it!" She grabbed Sara’s hand from her waist, her fingers brushing across her bare skin. Sara shivered at her touch. "Come on! We’re going to be late!" They hurried out to the car and started back to school.

Chapter 5

They pulled into the school parking lot and Karen parked the car just as the bell rang. Their lockers were in separate halls, but they had the next two classes together. Karen waved and trotted off toward her locker, her tits bouncing seductively under the loose blouse. Sara went over to her locker and began to get her books together for the next class. The halls were full of other students changing classes and she suddenly became very aware of her appearance and the uncomfortable stares of some of the boys. She lowered her eyes and pretended to search for something in her locker, wishing that she hadn’t let Karen talk her into wearing the skimpy shirt.

"Sara?"

She looked up to see Peter staring at her, his eyes wide.

"Oh, hi, Peter," she said, forcing a smile.

His dark eyes scanned her new attire, then settled on hers. He smiled at her. "Wow! You look great!"

She relaxed a little. "Really?"

He nodded, taking in her slender body in Karen’s sexy clothes. "Yeah! What brought this on? You weren’t dressed like that this morning!"

She collected her books and closed her locker. Clutching them to her chest, she turned to face him. "Someone talked me into it." She looked down at herself. "I don’t know if I’ll do it again."

He closed his locker, his books under his arm. "Well, you should. It’s a good look for you." She smiled and felt her face warm a little at his compliment. "Come on, I’ll walk you to class." She smiled to herself as she fell into step next to him. Karen was right! Guys did find her attractive! She walked along, chatting with Peter, no longer caring about the stares she was receiving.

Karen was already seated when Peter and Sara walked into Mrs Johnson’s fifth period English class. She was talking with Mike Morris, a friend of Peter’s who played drums in his band. She waved to Sara as they walked to their seats. Peter did a double-take when he noticed the obvious sway of Karen’s ample tits inside her low-buttoned blouse when she waved and he leaned in closer to whisper into Sara’s ear.

"Let me guess. Your new friend over there is the one who, uh . . . talked you into this?"

She grinned and slapped his arm playfully as she took her seat behind Mike, who was across the aisle from Karen. Peter sat one row over and one seat ahead of Mike.

Karen looked back at her and grinned. "How’s it going?"

She shrugged and looked around at the other girls, who quickly averted their gaze from her direction and whispered among themselves. The boys merely stared down at their shoes or at the books on their desk. Karen noticed her anxious look and laughed.

"They’re just jealous!" she whispered with a wink. She nodded toward Peter, who was busy opening his books, and gave her an approving look. ‘Cute,’ she mouthed. Sara blushed and looked over at Peter. He had his books open on his desk and turned around to look at her. He smiled and winked as their eyes met. She felt her face flush even more and lowered her eyes to her books as Mrs Johnson walked in and, after a long stare at Sara, began the class.

Somehow, she made it through English class. When the bell finally rang, she stood and went over to Karen. Mike stopped by on his way out and said that he hoped to see her later in the parking lot. Karen smiled coyly and said she’d think about it. By the time they’d gathered their books together, most of the other students had already left. As they walked past Mrs Johnson’s desk, she looked up from a pile of papers she was looking at.

"Sara, could I speak to you for a moment?" she asked, fixing her with a hard stare.

Sara stopped by her desk and Karen paused by the door. "I’ll wait for you outside." She went out into the hall and Sara turned to Mrs Johnson, who fixed her with a piercing stare for a long moment before speaking.

"I couldn’t help but notice your change in clothing style," she said, her grey eyes locking on Sara’s, her face expressionless. Sara merely nodded. Another long pause. "I just thought I would remind you that colleges don’t just look at your grades when considering you for a scholarship. They also take your character into account." All the time she was talking, her eyes never left Sara’s. ". . . and dressing like . . ." She waved a hand in Sara’s direction, her voice taking on a decidedly disapproving tone, " . . . that . . . would not leave a favorable impression on any admissions board."

Sara lowered her head. "Yes, Mrs Johnson," she said quietly.

Mrs Johnson sighed and her voice softened. "Look, Sara, I know it hasn’t been easy for you, but you have a real opportunity to get into a good college and make something of yourself. I don’t want to see you throw it all away just to gain some fleeting popularity." She stood and came around her desk. "If you want to dress more like the other girls, that’s fine. But don’t overdo it, ok?" She smiled warmly. Sara nodded, hugging her books to her chest and looking down. "Ok, you can go. I don’t want to make you late for your next class."

She left the room and met up with Karen outside in the hall. "What was that all about?" she asked.

Sara sighed. "Basically she said that if I dress like a slut, no university will offer me a scholarship."

Karen laughed shortly. "What a load of bull! With your grades, they wouldn’t care if you walked around in your underwear!" Sara grinned and thought about it. Karen had a point, but maybe she did overdo it a little. She’d try to be a little more conservative in the future.

She began to feel better as they sat through physics class, but she found that she was unable to concentrate on Mr Ross’s lecture. It didn’t really matter. Like all of her classes, she found physics boring and unchallenging. Peter continued to occupy her thoughts with his warm smile, dark piercing eyes, and long, curly hair. The class drug on and finally ended with everyone scurrying to gather up their books and get outside, since it was the final class before the weekend.

Karen came over as she was collecting her things. "Will you come with me out to the parking lot to meet Mike?"

Sara looked up. "Uh, . . . sure, I guess." She had never been out to the parking lot to just ‘hang out’ in all her years at the school.

Karen looked relieved. "Thanks. I’ll give you a ride home after. I just thought it would be better if I brought a friend along." She grinned. "Besides, I bet Peter will be there, too!"

Sara blushed. "We’re just friends. Well, sort of," she said as they walked down the hall.

Karen snorted and rolled her eyes. "Sure, but I saw the way he was checking you out. And vice-versa!" They reached the point where they had to split up to go to their lockers and stopped.

"You think he’s interested in me?" she asked, trying to sound casual about it.

Karen grinned and nodded emphatically. "Oh, yeah! No doubt about it!" She leaned in closer and nudged her. "What did I tell you? You gotta show ‘em the merchandise if you want ‘em to stop and shop!"

Sara grinned and blushed while Karen laughed. They went off to their respective lockers, agreeing to meet at the front steps. As she made her way through the noisy and crowded halls to her locker, the thought of her and Peter actually getting together completely occupied her thoughts. Until now, it had only been a dream. Now, thanks to Karen, it no longer seemed so far-fetched.

Chapter 6

Mike and Peter leaned against the fender of Mike’s unimpressive looking 87 Monte Carlo SS. The body had almost as much primer on it as it did paint and one of the doors on the faded silver car was black, a replacement for the hopelessly rusted original.

But looks could be deceiving. Under the hood was Mike’s pride and joy; one of the new 572 cubic inch big block crate engines from GM. Mike and his gearhead father had further tricked it out at a cost triple what the car was worth with it’s original engine. They estimated that it could put out almost 800 horsepower, although it had never been on a dynometer. It was the undisputed horsepower champion of the local cruise scene and anyone who let its looks think it would be an easy victory on the quarter mile was soon put in their place. Except for some trick wheels and a slightly taller cowl induction hood liberated from a 1970 Chevelle to accommodate the high rise intake manifold, it looked like any other tired and well-used old Monte Carlo.

"What happened to Sara, man?" Mike was asking Peter. "She looked hot today!"

Peter shrugged. "I dunno. But she’s been hanging out with Karen, so maybe she has something to do with it."

"Could be," Mike said, wiping a grease spot from the fender. "She’s pretty hot, too! And I’m positive she wasn’t wearing a bra today!"

Peter nodded in agreement and looked over toward the school. Sara and Karen were walking toward them. "Here they come," he said.

The girls walked up, Karen’s smile lighting up her face and her tits swaying seductively under the flimsy white blouse. Sara hung back a little, clutching her books nervously to her chest.

"Hi Sara," Peter said, then glanced over at Karen. "Karen, right?" She nodded and extended a hand.

"Karen Stone. Nice to meet you, Peter. Sara’s told me a lot about you." Sara gave her a look that could have turned water to ice. Karen pretended not to notice, but Peter shot Sara a quizzical look.

"She saw us talking in the hall," she explained. Peter smiled and nodded his head, leaving her unsure if he believed her. Karen went over and leaned against the fender of the MonteCarlo next to Mike.

"So, what’s up?" she asked, squinting into the afternoon sunshine.

He shrugged. "Nothing much. We’re just waiting around to see if anything’s going on this weekend."

She nodded and braced one foot against the tire. "Heard of anything?"

Mike shook his head, trying hard not to openly ogle her sexy body. "Not yet."

Peter looked at Sara. "So what made you . . .?" He gestured at her skimpy attire, taking in all of her delicious curves that had until now been camouflaged by her loose, baggy clothing. Before she could reply, Karen spoke up.

"That’s my fault. I told her that she was beautiful and shouldn’t hide her body under those ugly clothes."

Sara blushed again. "Karen . . ."

Peter interrupted her, his eyes never leaving Sara. "Well you were right," he replied, smiling at her.

Part of Sara wished she could just crawl under the car and hide there until they left. Another part was flattered by Peter’s compliment, and scared to death of what it might imply. Her face flushed a deep red and she was trying to think of an excuse to leave when Mike spoke up, taking the spotlight off of her.

"Uh, me and Pete were talking and, um . . . we were wondering . . ." He turned to face Karen, " . . . if you guys would like to go to a movie or something. You know, a date."

Peter looked at Sara. "Yeah. A double-date," he added, his dark eyes sparkling beneath his long hair. "We could go get a pizza or something after."

Karen looked over at her. "What do you think? Should we go out with these guys?" She winked and grinned. Sara returned her grin and nodded slowly, glancing over in Peter’s direction.

"Yeah . . . I . . . I’d like that," she said quietly. She heard herself saying the words, but couldn’t believe she’d actually spoken them! Peter smiled widely and moved a little closer to her.

Karen tapped her hand against the fender of Mike’s decrepit-looking car. "Will this heap make it all the way to my house to pick us up?"

Mike clutched at his chest, feigning hurt feelings. "You don’t like my wheels?" He popped the hood and proudly lifted it to reveal the gleaming big block. Karen looked in with interest.

"Is that a 572?" she asked, her eyes scanning the pristine engine.

Mike stared at the leggy brunette peering into his engine compartment, amazed that she knew what kind of engine it was. Most girls he’d met didn’t know about, or even care about cars.

"You know engines?" he asked, then gave her a knowing grin, "Or someone told you."

Karen shook her head. "Nope. It’s obviously a big block and . . ." She pointed at the ‘572\' etched into the valve covers. ". . . I can read!" She peered deeper into the engine compartment. "Holy shit! Aluminum heads and a supercharger!" She looked up at Mike. "What are you getting, six - seven hundred horsepower?"

Mike was obviously impressed. He corrected her on the estimated horsepower figure, which she raised a skeptical eyebrow at, then began explaining how he and his father had rebuilt the engine, adding all kinds of go-fast goodies to the already potent power plant. Karen asked a few questions now and then, making it apparent she wasn’t faking her knowledge or enthusiasm.

Peter sighed and moved over next to Sara, his arms folded across his chest. He leaned against the bumper of an old pickup. "Mike’s favorite topic and a pretty girl who understands him. A match made in heaven." He chuckled.

She giggled nervously then turned to him, her manner somber. "Peter, if you’re just going out with me so Karen will go out with Mike, you don’t . . ."

He cut her off, shaking his head. "Sara, I’ve, uh . . ." He hesitated and nervously kicked at a small stone on the pavement. He appeared very self-conscious and glanced over at her before continuing. "I’ve been trying to work up the nerve to ask you out for a while now." He looked over at her to gauge her reaction and was surprised to see her jaw dropped open in surprised shock. She realized what she was doing and quickly closed her mouth.

"Y . . . you wanted to ask me out?" she asked, her voice shaky.

He nodded, looking down at his feet. "Uh-huh. I was terrified you’d say no."

She couldn’t believe her ears! She was making a cute guy nervous! And that was before she’d changed her look!

"Peter, I . . . of course I would have said yes," she exclaimed. "I always thought you were just being nice to the . . . nerdy girl."

He laughed nervously. "Sara, you’re not a nerd. I could always see the pretty girl hiding under all those loose clothes." He nodded to Karen, who had her head stuck under the hood again as Mike pointed out another feature of the engine. "And so could Karen." He looked back at her. "But I never expected . . . this!"

Before she could think of a reply, Mike closed the hood and he and Karen walked over. "So what time do we pick you up?" Mike asked, looking from Karen to Sara.

Karen shrugged. "If you could pick us up by 7:30 we could make the eight o’clock show."

Mike nodded. "Sounds good. Do you guys live near each other?"

Before Sara could answer him, Karen spoke up. "Pick us both up at my house. 116 Westlawn. We’ll both be there." She winked at Sara.

"116 Westlawn; 7:30. Got it," he replied. He and Peter got into his car. "We’ll see you then, ladies."

He fired up the car and Karen gave him the thumbs up at the sharp crackle of the exhaust as he put it into gear and idled from the parking lot. Peter waved to Sara as they passed by and she waved back timidly. She still couldn’t believe she was going on a date with him! As they pulled onto the street, Mike honked and leaned on the throttle a little more, causing the rear tires to complain and the front suspension to raise as they shot off down the road.

Karen clucked her tongue. "That’s one amazing car!" She turned to Sara with a grin. "And a pretty damn sexy driver, too!" They began walking toward her car. "I hope you don’t mind that I asked them to meet us at my place. I just figured I could help you put together an outfit and help with your makeup."

Sara was actually thankful that Peter wouldn’t have to see where she lived. She shook her head as they climbed into the Sunfire. "No, that’s a good idea, but I feel funny about borrowing your clothes."

Karen waved her off. "Don’t give it a second thought. My father always says that I have enough clothes for two anyway!" She started the car and began to ease from the parking lot. "However, you do need to get a few things of your own. Underwear, for example."

"But I have underwear," Sara protested.

Karen steered onto the street and headed toward the nearest mall. "Yes, but you need sexy underwear. Something that’ll make Peter drool when he sees it!"

Sara’s mind automatically weighed the cost of buying some sexy new underwear. She had some money put away, but it was for college and she was a little reluctant to spend any of it if she didn’t have to, especially on something as frivolous as lingerie. Then it occurred to her what Karen was implying.

"Karen! It’s only a first date! There may not even be a second!"

She laughed. "I know, I know. But if there is a second date, or a third, or however many it takes, at some point you’re gonna want to get naked and see what happens!"

Sara laughed nervously. "Yeah, well, maybe." She turned and looked out her side window. The vision of her mother having sex all those years ago suddenly flashed through her mind.

"Sure!" Karen said, glancing across at her. "You’re young; you like each other. Who knows what might happen?"

Sara looked down and shook her head. "But I’ve never . . ." She hesitated, not knowing how much about her lack of experience she should reveal to her new friend.

Karen pulled the car into the parking lot of the mall and found a spot. She put the car into park and looked over at Sara, who sat nervously chewing on her lip.

"What? You’ve never had sex? So what? It’s no big deal."

Sara took a deep breath, then let it out before speaking. She looked down at her hands, which were clasped together over her bare midriff. "I’ve . . . never even kissed a boy," she said quietly. She glanced over at Karen, who sat there watching her and listening. "I’ve never even been on a real date before." She slumped back in her seat and sighed. "Am I a loser or what?"

Karen smiled and touched her arm. "No, Sara, you’re not a loser. Maybe a little sexually naive, but that’s nothing to be ashamed of." Sara looked over at her and managed a slight smile. There was something in Karen’s eyes that told her she was being sincere. "Everyone has to start somewhere," she continued. "Peter seems real nice, and he really likes you."

Sara couldn’t help smiling as she remembered what Peter had told her. "He told me he’s been trying to work up the nerve to ask me out for a while now. He was afraid I’d say no."

Karen raised an eyebrow and gave her a little smile. "Really? Now that’s interesting." She opened her door, got out, and began walking toward the mall. Sara did the same, trotting to catch up to her as she neared the mall entrance.

"What do you mean by that?" she asked.

"Think about it," Karen replied. "He liked you before you started wearing sexier clothes, which means he likes you, not your new image. How do you feel about him?"

Sara looked down and didn’t answer.

"Well?" Karen urged with a playful grin, poking her in the ribs.

She jumped and laughed nervously. "Ok, ok! I guess I like him, too!"

Karen gave her a knowing smile. "Then you’ll definitely be needing some new lingerie, my dear," she said, steering her toward the Victoria’s Secret store.

They browsed through the store for almost an hour. Karen made suggestions, some of which Sara liked and some that were completely outrageous. Convincing Karen that crotchless panties were a little too much, she finally settled on a pair of red lacy thong panties and a matching push-up bra which made her smallish tits seem almost normal sized. Karen insisted on putting it all on her Visa card, promising her that she could pay her back if she wanted to.

Back at Karen’s house, they searched through her closet looking for the right outfits. They both agreed that they wanted sexy, but not slutty. That might give the guys the idea that they were easy, or teases. Sara finally settled on a short denim skirt and a red halter-top, with a white blouse over it. Karen chose a pair of tight jeans and an equally tight t-shirt, although she wore a bra tonight. Sara sat on the bed and watched as she finished applying her makeup.

"What if he wants to, you know, make out? Kiss and stuff?" she asked nervously.

Karen shrugged and looked at her in the mirror as she unscrewed the cover from her eyeliner. "Do you want to?"

"I don’t know," she replied thoughtfully. "I think so."

Karen leaned forward to apply her eyeliner. "So what’s the problem?"

Sara sighed. "I’ve never kissed anyone before. What if I do it wrong?"

Karen finished with her eyeliner and checked herself over before turning around in her chair. "Would you like to practice?"

"With who?"

Karen got up from her chair, went over, and sat down on the bed next to her. "With me."

Sara stared at her, a look of disbelief on her face. "What?! No!"

Karen sighed and put a hand on her arm. "Relax, Sara. I’m not hitting on you. It’s how I learned. My best friend back home taught me."

Sara looked skeptically at her. "Really?"

Karen nodded. "Uh-huh. It’s not gay or anything. We’re just practicing. Besides, who’s gonna know?"

Sara looked at her. Maybe it wouldn’t be so bad. It was just a kiss, after all. And it wouldn’t be as embarrassing as doing it wrong with Peter! She inhaled a deep breath and nodded. "Ok, let’s do it."

Karen leaned closer. "Ok, here goes. When you feel my lips part, open your mouth and follow my lead, ok?" Sara nodded, suddenly realizing that her first kiss was going to be with another girl. She closed her eyes and felt Karen’s sweet breath on her face a split second before her warm, soft lips pressed to hers. Karen parted her lips and she remembered to open her mouth an equal amount. Karen’s lips began moving, her lips caressing Sara’s softly. Sara found herself matching her sensual movements, finding it very pleasurable. Karen pulled away after a moment and Sara opened her eyes and licked her lips.

"You’re a natural!" she said with a wide smile. "How did it feel?"

Sara smiled demurely. "It was . . . nice," she said softly.

Karen nodded in agreement, then asked, "Do you want to learn how to french-kiss?"

"What’s that?" She’d heard the term before, but didn’t know what it meant.

Karen grinned. "It’s like what we just did, but you put your tongue in the other person’s mouth."

Sara gave her a disgusted look and Karen laughed. "I know, it sounds gross! I felt the same way when it was explained to me, but it’s really fun!" She smiled seductively, "And very sexy!"

Sara thought that it just sounded gross, but Karen had been right about everything else so far. "Well . . . all right," she finally said, a little uncertainly.

Karen moved back in so her face was just inches from Sara’s. She was so close, Sara could see the pores of her skin and the little flecks of yellow in her green eyes. "You can pull away if you don’t like it," she said softly, her eyes fixed on Sara’s, "But I promise you will!" Sara nodded and once again closed her eyes. She wasn’t exactly sure why she did it, but it somehow made it easier. Maybe she was trying to fool herself that she wasn’t actually kissing another girl, even though it wasn’t entirely unpleasant, and maybe even a little erotic.

She felt Karen’s mouth on hers and automatically parted her lips, resuming their previous kiss. After a moment, she felt Karen’s tongue touch her lips, then slip between them and into her mouth, teasing her own tongue. The feeling was incredible! When Karen pulled her tongue from Sara’s mouth, Sara immediately pushed hers into Karen’s. She was really enjoying the wonderful feeling of this close, intimate contact.

They continued for a few seconds, then Sara felt Karen’s hand on her head, caressing her hair as they continued their increasingly passionate kiss. Finally, they pulled apart and stared into each other’s eyes, gasping for breath. Karen was the first to speak.

"Wow, that was great!" she breathed, chewing on her lower lip.

Sara nodded. Like Karen, she had also sensed that the kiss had progressed past the instruction stage. She had very much enjoyed the feel of the pretty brunette’s mouth on hers; her sweet breath; the feel of her warm tongue; and the unmistakable passion of their kiss.

Before she realized what was happening, Karen pulled her face to hers and kissed her again, her arms encircling Sara’s neck and back. Sara was at first shocked, then relaxed a little and returned the kiss, hesitantly wrapping her arms around Karen’s neck. They fell back onto the bed, their lips pressed together and their bodies locked in a passionate embrace. After a few minutes, they pulled apart and lay looking deep into each other’s eyes, still holding each other.

"Does . . . this mean we’re gay?" Sara asked timidly, finally breaking the silence. Karen smiled and gave her a quick kiss on the lips before sitting up and running her hands through her disheveled hair.

"Well, I don’t know about you, but I still like guys!" She turned around and smiled at Sara, "But you are a great kisser!"

Sara smiled and sat up, glancing at the clock on the night table. "It’s after seven. We’d better straighten ourselves up. The guys will be here soon."

By the time they had fixed their hair and makeup and straightened out their rumpled clothes, it was 7:20. They got up to go out and wait for the guys and Karen touched Sara’s arm, stopping her at the bedroom door.

"After they drop us off, do you want to stay here tonight?"

Sara thought for a second, then smiled and nodded. She wasn’t exactly sure what had happened between them, but she knew she wanted to explore it more. Karen smiled, gave her a quick hug, then they pulled on their jackets and started toward the living room to wait for Peter and Mike.

Chapter 7

As the girls walked down the hall, there was a quick knock on the front door. Sara nervously looked at her watch. 7:23. They were early. She took a deep breath and tried to keep her knees from shaking as she watched Karen go over and open the door. It was only Peter, for god’s sake! She spoke to him every day at school! ‘Pull yourself together!’ she silently scolded herself.

Karen opened the door. Mike and Peter were standing on the front porch, each looking nearly as nervous as Sara felt. They both had their hands in their pockets and quickly pulled them out, each forcing a hesitant smile. Karen, however, displayed no signs of anxiety and gave Sara a gentle nudge out the door. "Hey, guys! We’re all ready!" she exclaimed, hooking her arm through Mike’s. They started toward the car, Karen chatting away.

Peter looked down at Sara, his features almost invisible with the setting sun directly behind him, creating a sort of aura-like haze around his thick hair. It all added to the surreal world she found herself becoming immersed in since she’d met Karen. "You look nice," he said quietly. She could feel his eyes moving over her body and once again felt self-conscious, her face growing hot.

"Th . . . thanks," she said softly, glancing up into his shadowy features, "You, too."

Peter moved slightly so that the sun was no longer behind him and Sara’s gaze was drawn to his nearly black eyes. The light fell on them and for a brief moment seemed to reflect off his dark pupils, giving them that ethereal look that she found so sexy and mysterious. He smiled and held out a hand to her. She hesitated, looking down at his long, slender fingers, then put her hand in his and followed Mike and Karen to the car.

Peter opened the passenger door of the two-door car and tilted the seat forward so Sara could climb into the back seat. He crawled in behind her and pulled the seat back so Karen could ride up front with Mike. Ever the gentleman, Mike closed her door, then went around and got in behind the wheel.

Sara sat back in the seat behind Mike and stared nervously out the small side window. Despite the fact that it was a full-size car, there wasn’t much room in the back seat and Peter’s closeness was making her very edgy. ‘Stop acting like a little kid!’ she scolded herself. She hadn’t been this shy around him since their first meeting. He sat quietly beside her as Mike fired up the powerful car and they listened as Mike and Karen resumed their in-depth discussion of the inner workings of the internal combustion engine.

As they drove to the theater, Sara continued to stare out the window and even pretended to be interested in Karen and Mike’s animated discussion about high performance engines. Anything to avoid conversation with Peter. She silently chided herself again for being so shy around him and was afraid that he would think she didn’t want to be here with him.

"You really do look nice tonight."

Peter’s softly spoken words startled her from her reverie and she looked over at him for a brief moment before lowering her eyes again.

Th . . . thanks. You, too," she replied, immediately cringing to herself for saying something so dorky sounding. She gripped the edge of the seat as Mike accelerated down a straight stretch, the exhaust barking and tires complaining. She felt a warm hand on hers and looked down to see Peter’s hand resting on it. She looked up at him and smiled. He returned her smile and clasped her hand in his, his fingers gently moving against hers. He took her smile as a sign that his advances were welcome and moved closer to her. Her heart leapt as he settled in next to her, so close that she could feel the heat from his body against hers. He released her hand and placed his arm around her shoulders, pulling her even closer. She closed her eyes and cautiously rested her head against him, still hardly believing that this was really happening. By the time they arrived at the theater, she was becoming comfortable in his arms and would have been happy to stay there in the car with him while Karen and Mike went to the movie.

However, when Mike parked the car, they all got out and went inside. They sat near the back, with Sara and Karen sitting next to each other between the two guys. The movie was a typical run-of-the-mill teen slasher and they watched it more in amusement than horror. Sara found it difficult to concentrate on what passed for a plot sitting there in the dark with Peter on one side and Karen on the other.

She was still unsure about what had happened between her and Karen. All she knew for sure was what had started out as a practice kiss had become more than that somewhere along the line. She thought she would like to explore her feelings for Karen more, but she had the same desires for Peter. It was all so damn confusing! She was sure she wasn’t gay. Well, pretty sure she wasn’t, but there something about her attractive friend that made her heart skip the same way it did when she thought of Peter.

She was still trying to figure out the mix of emotions she was experiencing when Peter placed his arm around her shoulders and pulled her to him. She forgot about Karen for the time being and settled in against his shoulder, enjoying his warm embrace.

During a ‘love’ scene, which basically meant gratuitous sex by the doomed in this cheesy movie, she felt a hand on her bare leg just above her knee. She looked down and saw Karen’s hand gently caressing her leg as she watched the movie, her head leaning against Mike’s shoulder. She looked over at Karen, who turned to her and winked, then removed her hand before Mike or Peter noticed.

A half hour later, the movie ended and they went to a nearby pizza joint. They were sitting in a booth waiting for their order and talking about how lame the movie was. Karen looked over at Mike and said, "I have to powder my nose." She looked across the table to Sara. "Come with me?" Sara nodded and Mike and Peter got up to let them out. Mike looked over at Peter as the girls slid from the booth.

"Well, they’re either going to talk about us or ditch us," he said with a sigh. Peter chuckled and Sara grinned. Karen elbowed him in the ribs and he fell back to the seat clutching his side and trying not to laugh.

"Keep it up and we just might, smartass!" she retorted, sticking her tongue out at him. She leaned over and gave him a quick peck on the lips. "Don’t worry, we’ll be right back."

The guys couldn’t help but watch their cute asses as they made their way across the room to the washroom. Mike let out a low whistle as the door closed behind them and turned to Peter.

"Wow! We did good, buddy! Those are two hot chicks, and they seem to like us!"

Peter nodded in agreement, his smile a little sad. "I just wish I’d asked Sara out sooner. She’ll be leaving for college in a few months."

Mike leaned back and spread his arms along the back of the seat. "Aw, don’t think about that now. Just enjoy yourself!"

Peter sighed and looked in the direction the girls had gone. "Yeah, I guess . . ."

Sara and Karen stood at the sinks fussing with their hair and makeup.

"So," Karen said, glancing sideways at Sara, "what happened during the movie?"

Sara kept on fixing her hair, purposely avoiding looking at her. "You mean besides your hand on my knee?"

Karen giggled. "Sorry, I couldn’t help myself!"

Sara shook her head and tried to stifle a giggle as she glanced quickly at her. "Perv." They both started to giggle. When they calmed down, Karen tried again.

"I meant did anything happen with you and Peter?"

Sara shrugged, stopped fussing with her hair, and turned to her. "Nothing much. He put his arm around me. It was nice."

Karen nodded, then grinned. "I felt Mike’s cock." Sara gaped at her, eyes wide and mouth open. Karen continued, her eyes sparkling. "It was over his jeans, but I still gave him quite a hard-on!"

"You didn’t!"

Karen’s grin widened and she nodded. "Uh-huh, and he’s not exactly small, either!" Sara couldn’t believe what she had done! And in a movie theater! She told her so and Karen just shrugged.

"That just made it more exciting," she replied, then added with a mischievous grin, "If we go out again, I’m going to give him a hand-job, or maybe even a blow-job!"

Sara’s eyes widened again. While she’d never done either of those, she knew what they were, and could even imagine giving a hand-job, but putting it in your mouth?! That certainly didn’t sound like it would be much fun. Once again, the memory of her naked mother sucking that man’s cock flashed in her mind.

"Ewww!" she said, making a face, "You’d do that?!"

"Sure! It’s not so bad." She leaned in closer and added in a lower voice, "Actually, it kinda turns me on!"

Sara’s expression was a mix of disgust and curiosity. "Really? I don’t know if I could do it."

Karen reached into her purse and withdrew a small silver flask. Sara knew exactly what it was because her mother had one very similar to it. She held it up and grinned. "Maybe a little liquid courage would help you loosen up a bit!"

Sara stared at the flask, then back to Karen. She knew all too well what effect alcohol could have on someone and wasn’t too keen on the idea of adding it to the current situation. She shook her head.

"I . . . I don’t think . . ."

Karen tucked it away. "It’s only gin. I’ll put a little into your coke when we get back to the table." Sara was still shaking her head, but Karen persisted. "Relax, Sara. I’m not trying to get you drunk. Just have a little to help you relax. Trust me, you’ll have more fun!" Her eyes sparkled and Sara felt herself giving in.

"All right," she sighed, "But only a little, ok?"

Karen shook her head slowly and put her arm around her shoulder as they started back out to the table. "You’ll thank me later," she whispered.

The girls sat down and they all finished their pizza while chatting away. When the waitress wasn’t looking, Karen pulled out her flask and poured a shot into her glass, then Sara’s and Peter’s. She moved toward Mike’s glass, but he shook his head and covered it with his hand.

"I’m driving, remember?" Karen gave him an understanding nod, then put it away.

Sara sipped at her spiked coke, not finding it too bad. After awhile, she noted that everyone seemed more relaxed and she was even more comfortable with Peter. When he put his arm around her shoulder while telling a story, she leaned in like it was the most natural thing in the world and rested her head contentedly against him. Drink refills were free and Karen once again topped them up with more gin, emptying the small flask. By the time she had finished her second drink, Sara was beginning to feel a warm glow in her stomach and was experiencing a euphoric, carefree feeling. Once again, it seemed that Karen was right.

Mike and Peter were talking about football when she suddenly felt someone kick her foot and looked up to see Karen giving her a mischievous smile. She nodded downward, then her eyes moved toward Mike. Sara glanced over at Mike, who seemed a little distracted and was squirming in his seat slightly. She looked back up at Karen, who winked at her. She just then noticed that both of Karen’s hands were under the table and suddenly understood what was going on. She opened her mouth as if to speak, but Karen silenced her with a muted ‘shh’. She looked over again at Mike and could see his face starting to turn a little red.

When Peter finished his story, he gave Mike a funny look and started to ask him what was wrong when Sara gripped his arm.

"Want to get out of here?" she asked. Karen shot her a silent thank you across the table and Peter looked at Sara.

"Uh, yeah, sure." He stood up to let her out.

Mike looked up at them. "We’ll be right there," he said, tossing Peter his keys. "I just need to talk to Karen for a minute."

Peter snatched the keys from mid-air and took Sara’s hand. Karen gave her a subtle wink, then turned her attention back to Mike as they went out to the car. Peter unlocked the car door and held it open for her.

"Did Mike seem ok to you?" he asked, looking back toward the diner. "He looked like he had ants in his pants."

Sara stifled a grin as she ducked into the back seat. "I didn’t notice." Peter climbed in behind her and pulled the door closed before sliding over next to her and placing his arm around her.

"Maybe it was my imagination," he mused absently, then locked his eyes on hers. "Finally, we’re alone," he said softly, then reached up and lightly held his hand against her cheek. Sara nuzzled it for a few seconds, then Peter moved closer, his face only inches from hers. This was it. Their first kiss.

She took a calming breath, then turned to him. They stared into each other’s eyes for what seemed like a long time before Peter moved in and pressed his lips to hers in a soft, lingering kiss. They pulled apart after a moment and Sara unconsciously licked her lips.

"That was nice," she said in a low voice, giving him a shy smile. The gin had lowered her inhibitions and before she knew what she was doing, her arms went around his neck and she pulled him to her, their lips meeting in a hard, passionate kiss. She parted her lips and probed at his with her tongue, anxious to see if a deep french kiss from him would prove as stimulating as with Karen. His mouth opened and she felt his tongue dart out to dance with hers. She kissed him harder, the electricity shooting between them as their passion began to steam up the windows in the car. They were still locked in a tight embrace, their mouths hungrily seeking out the other’s, when the car door opened and the dome light flicked on.

Startled by the sudden light and company, they reluctantly pulled apart and settled in next to one another.

"Whew! You guys really steamed up the windows!" Karen exclaimed with a grin as she peered in at them, then climbed into the front seat. Sara grinned sheepishly while Peter’s face reddened a little. Mike slid in behind the wheel and Karen moved up against him.

"So what now, darlin’?" she asked, playfully licking his ear.

He cringed at her touch. "Hey! That tickles!" She giggled and gave him a peck on the cheek before settling down next to him. "I thought we could go to the park for a while." He looked at Peter and Sara in the rear view mirror. "Is that ok with you guys?" The park was an old picnic area out by the lake. It was long ago abandoned by the parks department and was now a popular make-out spot. Peter and Sara both nodded in agreement and Mike started the car. The exhaust barked and the rear tires squealed as they roared off toward the lake.

Mike parked under a big oak tree and shut off the engine. He and Karen immediately began to make out in the front seat, seemingly obliviously to Sara and Peter in the back. After a moment, they pulled apart and Karen reached for the door handle.

"Let’s go for a walk," she said with a seductive grin. Mike’s face lit up and he nodded. They both got out, leaving Sara and Peter alone in the car.

Sara felt Peter’s hand on hers, and looked up at him. They moved together and began to kiss again, picking right up where they’d left off. As they kissed, her hand moved from his neck down his arm to the hand that was caressing her own arm. Suddenly feeling very brave, she moved his hand from her arm and gently placed it on her breast inside her half unbuttoned blouse, holding it tightly to it.

Peter paused for a brief moment, then resumed kissing her with renewed vigor. He began to softly knead her tender young breast over the halter top and lacy satin of her sexy bra. As his fingers lightly teased her sensitive flesh and found her hard nipple, Sara let out a small gasp, his touch sending tiny jolts of electricity through her body. She began to sigh and moan into his mouth as he continued to pleasure her tit and she longed to feel his gentle hands on her bare flesh.

As if reading her thoughts, he moved his hand down to her waist and began to cautiously slide his hand up under the halter top. Sara kissed him deeply, thrusting her tongue deep into his mouth. He took this as giving her assent and slipped his warm hand over her stomach and up to her bra-clad tits. She inhaled deeply as he touched her delicate skin over the satin fabric, his touch feeling even more sensitive than before. She allowed him to freely fondle her tits for a few minutes until she couldn’t stand it any longer. She broke off their hungry kiss, and took off the white blouse, then reached behind her and undid the clasp of her bra, pulling it free.

Peter looked into her eyes, then lowered his gaze to her breasts, which were now barely covered by the twisted halter top. He moved his hand to the bare flesh of her stomach then leaned in to resume their kiss as his fingers once more sought out her soft mounds. When he touched her, she moaned and broke off the kiss. She began to nibble on his ear as he teased her erect nipples.

"Oh, yes!" she whispered, then sucked his earlobe into her mouth. Her body felt like an electric current was being passed through it and she felt her pussy leak a little. If just his touch could get her this hot, she couldn’t imagine what having sex with him would do to her!

Her hand dropped to his leg and moved closer to the growing heat of his raging hard-on. When her hand finally touched the hardness under his jeans, she was surprised at its size, but began to rub her hand back and forth along it. Now it was his turn to moan.

"Mmmm," he whispered, "That feels good!" He moved his hand from her soft breasts down to her bare leg, then began to move it upward under her skirt.

Sara was enjoying his caressing of her tits, but now she sensed things were progressing a little further than she wanted for a first date. She placed a hand on his, stopping his probing fingers before they reached her panty clad pussy.

"Not yet, Peter, ok?" she whispered, looking into his dark eyes. He smiled and removed his hand, a brief look of disappointment flashing across his face.

"Sorry, I didn’t mean to . . ." She placed a finger against his soft lips, cutting him off mid-sentence.

"I’m not saying no, just not tonight, ok?" She smiled at him and winked in what she hoped was a seductive way. Not wanting to leave him wanting, she put her hand back on his hard cock and gave him a mischievous smile. "Do you have the same rule?" she whispered into his ear between licks and kisses as her hand began to stroke along his shaft over his jeans. Yes, the gin was definitely having the desired effect.

He grinned and shook his head. Her eyes sparkled as her trembling fingers found the button to his jeans and unfastened it. She slowly pulled the zipper down, still not believing what she was doing. His jeans undone, she could see the bulge in his shorts and slowly placed her hand on it, feeling even more details through the thin fabric. She felt along it’s entire length and was once again shocked at the length and hardness of it. Peter sighed and leaned his head back against the seat, thoroughly enjoying her touch.

After a few moments of exploratory feeling, she reached inside his shorts and pulled his stiff prick from them. She looked down at the long, throbbing phallus in the dim light of the half moon outside. A small trickle of precum gleamed at the tip as she began to slowly stroke it, marveling at the hardness of the shaft and the soft skin of the tip. Her hand soon became wet with his precum as she became more comfortable with what she was doing. She kept looking back and forth from his face to his cock as she slowly stroked it, watching the look of complete satisfaction on his face in the pale light. He sighed and began to slightly rock his hips in time to her strokes. She continued to divide her stares between his face and his cock, amazed at the effect she was having on him.

Looking down at his twitching cock as his breathing became shallow and raspy, she thought back to that night watching her mother take the man’s cock into her mouth and realized that it didn’t seem so disgusting right now as it had before. Maybe she could just lower her head to his lap and . . .

Before she could finish the thought, Peter squeezed his eyes shut and groaned. She was startled when a stream of white cum shot from his cock and spilled over her hand. She watched in awe as he erupted again, splattering more of it on his pants, shirt, and her hand.

He finally finished and opened his eyes, smiling dreamily up at her, breathing hard. He leaned forward and kissed her, then placed his lips next to her ear and whispered, "That was wonderful, Sara! Sorry about the mess!"

She grinned at him and looked down at the cum stains on his shirt, thankfully white; and to her hand, which was liberally coated with his warm, sticky seed. She unwrapped her hand from his deflating cock and brought it closer to her face, examining it carefully as if it were some kind of recently discovered foreign substance; which, in a way, she supposed it was. Peter watched her intently as she first sniffed it, the musky aroma somehow exciting her. Then she stuck out her tongue and touched the tip to her cummy hand. It wasn’t so bad, not at all.

Peter’s eyes grew wide as he watched her taste his cum then smile at him and lick her lips. ‘Holy shit!’ he thought, ‘She actually likes it!’

He leaned forward and picked up a clean shop rag from the floor. Mike kept them laying around everywhere. He passed it to Sara and she wiped off her hand, then cleaned the remaining shots from his clothing as best she could before putting her bra and blouse back on.

She leaned back next to him, resting her head on his chest and enjoying their newfound intimacy. It was so hard to believe that just that morning she held no hope of ever getting together with him. Never in her wildest dreams could she have imagined the days events.

She wondered what Mike and Karen were up to on their ‘walk’. Suddenly, the smallness of the back seat combined with the steamed-up windows were making her feel a little claustrophobic.

"Want to get some air?" she asked Peter as he fastened his jeans. He nodded and climbed out, reaching in to help her. She breathed in the fresh night air deeply, feeling her head start to clear almost immediately.

"I just need to . . ." Peter said, pointing toward the woods. "I’ll be right back." Sara nodded and watched him until he disappeared into the gloom of the trees. She looked around to see if she could see Karen and Mike anywhere. At first she couldn’t see much of anything, then a slight movement by one of the picnic tables about fifty feet away caught her eye. She squinted into the darkness and could just make out Mike’s form leaning against the edge of the table. Karen was nowhere to be seen. Then a low moan reached her ears and a few seconds later, Karen rose up in front of him. Sara watched as they embraced and kissed, suddenly realizing what she had been doing.

Just then, Peter appeared behind her, causing her to startle when he touched her shoulder.

"Sorry," he said with an apologetic smile. "I didn’t mean to scare you."

Karen must have heard him because she waved and then her and Mike began to walk hand in hand back over to the car. Peter held Sara tight and they kissed warmly until they arrived.

"Hey! None of that!" Karen exclaimed with a grin as they approached. Peter and Sara pulled apart, each wearing a sheepish grin. Karen looked at her watch. "I hate to break this up, but we should get going," she said. "It’s getting late."

Mike began to protest, claiming that it was still early but she shook her head.

"I’ll see you tomorrow, stud," she cooed, moving closer to him. "But right now I’m tired, ok?"

Reluctantly, Mike agreed and they all got into the car. They cracked the windows and he turned the defroster on high to clear the steamy windows, then eased back out onto the road. Sara, still getting over Karen’s blatant exhibitionist blow-job, settled back comfortably into Peter’s arms. She thought about how she’d almost done the same thing to Peter. Only his ejaculation had prevented her from attempting her first blow-job instead of a hand-job.

They pulled into Karen’s driveway and, after some prolonged good-bye kisses, said a reluctant good night to the guys and went inside. Sara walked in first, then turned to see Karen grinning at her.

"What?" she asked, unable to stop herself from returning the grin.

"So, did you have fun tonight?"

Sara felt her face getting hot, but she nodded, unable to wipe the smile from her face.

Karen looked at her, a look of impatience on her face. "Well, did you get any? Are you still a virgin?"

"Karen!"

Karen grinned, studying her face. "I suspect something happened. The car had a definite smell of sex after we got back in!"

Sara picked up a throw pillow from the couch and threw it at her. "You’re a fine one to talk!" she cried, giggling.

Karen caught the pillow and walked over to her, tossing it back to the couch, then took Sara’s hands in hers. She looked into her eyes then raised her hands to her lips to kiss them. She paused, sniffing them, then grinned at Sara, shaking her head.

"Aha! Proof that were a very naughty girl tonight!" She inhaled the lingering scent of Peter’s cum on Sara’s hand, then licked it suggestively. Sara watched her intently, unsure of how to react. Karen looked up at her and noted her uneasy expression.

"What’s wrong?"

Sara looked into her pretty face with those alluring green eyes and shook her head slowly. "It’s nothing," she replied. "I just don’t know . . ."

Karen stopped her with a kiss. Sara instinctively responded, parting her lips to allow Karen’s tongue in. They kissed for several minutes and Sara was enjoying it, but her thoughts kept drifting back to Peter and the conflicting emotions she felt for both of them.

Karen broke off the kiss and smiled at her. "Time for bed," she whispered. "Come on." She took her hand and led her down the hall to her bedroom. Sara followed, her stomach in knots over what events the night might yet bring.

Chapter 8

Karen led her wordlessly down the hall to her room. She left her standing just inside the door, went over to the night table beside her bed, and turned on a small lamp sitting on it. The room was dimly lit with the pale red glow from its burgundy shade. She turned around to face Sara, then slowly grasped her t-shirt with both hands and lifted it over her head, shaking her long hair free from it. She tossed it to the floor, her eyes locked on Sara’s, and began removing her tight jeans.

Sara found herself unable to move or take her eyes from the slow strip-tease Karen was performing for her. Slowly, the tight jeans were peeled over her curvy hips and down her long, shapely legs. When she bent over to tug them over her ankles, Sara’s eyes went to the sexy red thong that all but disappeared between the pale flesh of the twin globes of her ass. She finished removing the jeans and stood up, giving her an eyeful of her in just her skimpy red thong and matching red lace push-up bra. Her breath hitched in her throat as Karen began a slow, seductive walk toward her, her long hair falling across one shoulder and partially covering one tit. Sara swallowed hard. She did look sexy!

Karen came up to her and began unbuttoning her blouse, her seductive eyes moving from her task up to Sara’s nervous blue eyes. Sara only stood there, mesmerized by her sexy friend’s actions and unable to move or speak. She finished with the buttons, then slowly pushed the thin garment from her shoulders. Sara shook her arms until it dropped to the floor behind her. Karen placed her hands on her bare shoulders, fingering the thin straps of her halter-top, then leaned in to kiss her. Sara returned her passionate kiss, the taste of Mike’s cum still lingering in her mouth, still not completely certain of exactly what her new friend had in mind.

As they kissed, Karen’s hands dropped down to the button of Sara’s borrowed skirt. She deftly unfastened it, then lowered the zipper. The skirt fell to the floor at her feet. Karen released her lips and looked into her eyes, taking her hands in hers.

"Do you like me, Sara?"

Sara looked at the beautiful brunette, a puzzled look on her face. "Of course I do," she replied breathlessly.

Karen smiled. "I like you, too. A lot!"

Sara blushed and grinned, trying to ease the sexual tension between them. "The kisses were a bit of a give-away!" She tentatively reached up and stroked Karen’s cheek. Karen closed her eyes and nuzzled her hand, enjoying her soft touch. Then she opened her eyes and looked directly into Sara’s.

"I want to make love to you, Sara. Right now."

Sara looked at her, confusion evident in her eyes. "But how . . ."

Karen smiled and pushed her hair back from her eyes. "I know how to make you feel really good, honey. And if you want to, you can do the same to me."

Sara was a little scared, but at the same time intrigued. She loved kissing Karen and the idea that they could do more things together was exciting. But could two girls really make love? She had always thought of ‘making love’ as sex between a man and a woman. True, lesbian couples must somehow make love. Is that what she and Karen were, though? And what about Peter? There were definitely some strong feelings there! But she felt similar feelings for Karen.

Karen was still watching her as she ran all these thoughts through her mind. "Well, what do you say?"

She looked up into her beautiful face. She did want to make love to her, as much as she wanted to with Peter. She nodded hesitantly, gnawing on her lower lip. "O . . . ok, but you’re going to have to show me how."

Karen’s face lit up with a breathtakingly beautiful smile. "That would be my pleasure, my dear!"

Her hands went to Sara’s thin top and she pulled it over her head. Once again, Sara stood before the pretty brunette with only her bra covering her small, but nicely formed tits. This time was different, however. She was very aroused and her nipples poked at the lacy satin fabric as Karen’s eyes fell to her perky breasts with a lustful look. Without needing to be prompted, she reached behind her back, undid the clasp of the sexy black bra, and pulled it free, dropping it to the floor at her feet without taking her eyes from Karen’s.

Karen studied her face for a long moment, then whispered, "Now take my bra off."

She paused for a few seconds, then reached her arms around Karen to the clasp of her red bikini style bra. Their eyes met and held; their faces only inches apart. Her hands were trembling with excitement and nervousness and it took her a few seconds to work it open. She finally managed to release the clasp and pulled the sexy undergarment from Karen’s firm, round tits. They were bigger than hers, but they hardly sagged when the bra was removed. Like Sara’s, her nipples were stiff, engorged, and ripe for suckling. She rubbed her hand across her own nipples, tweaking and pinching them as she stared at Sara’s nearly naked body before her.

"Would you like to touch them?" she asked, moving a half step closer to Sara.

Sara didn’t reply, but let her eyes drop to the firm, round globes of quivering flesh cupped in Karen’s hands. Karen reached out, took her shaking hand, and placed it on the cool, soft skin of her breast, pressing it tightly. Sara instinctively began to squeeze and caress her large tits while Karen raised her hand to Sara’s and began teasing her hard nipples. As they continued their exploration of each other’s breasts, they began to kiss again, their tongues twisting together in the warm wetness of their hot mouths.

They kept up their probing kiss and caress until Karen pulled away a few minutes later. She took Sara’s hand and led her over to the bed. She indicated for Sara to sit, then gently pushed her back until she was lying on the bed, her smallish tits flattening only slightly. She leaned over her, grasped the thin straps of her tiny thong that Karen had helped her pick out only that afternoon, and tugged them down. Sara lifted herself from the bed so she get it off, and watched Karen’s face as her tiny virgin pussy was slowly revealed. She raised her feet so Karen could take them all the way off, then lay back, completely naked while Karen surveyed her compact little body.

"You have a beautiful body," she breathed. "Peter is one lucky guy!" She crawled between Sara’s legs and bent over to kiss her. "Now," she whispered after another passionate kiss, "I want a taste of that sweet little pussy of yours."

Sara’s eyes widened in shocked surprise. She had figured that they would use their fingers to play with each other, not their mouths!

"You want to do what!?"

Karen gave her another quick kiss. "You’re gonna love it. I know I’ll love doing it!"

Before she could respond, Karen slid down, kissing her neck, chest, and tits. Sara sighed under her tender kisses, loving the feel of her warm lips on her skin. When she reached her tits, she wrapped her lips around one of her hard nipples and began to suck, gently at first, then with more vigor as Sara responded very favorably to her suckling. She was gasping and sighing, not believing the pleasure Karen was coaxing from her just by her expert tit sucking! She spent a few minutes on each nipple, then lifted her head up.

"Did you like that?"

Sara nodded, breathing deeply. "Uh-huh!" she panted. "Don’t stop!" Karen smiled and returned her warm mouth to her tender nipples. Sara rolled her eyes and gasped as the pleasure resumed.

After a couple of minutes, Karen slipped the hard nubs from her lips and moved lower, leaving a trail of soft kisses down her stomach as she worked her way down to her milky thighs and the sweet treasure between them. She paused, breathing in the enticing aroma of her excited virgin pussy, then moved her lips to her inner thighs, kissing them and teasing her as she moved ever closer to her inflamed labia.

She paused and blew softly across her wet, engorge