Her Best Friend's Daughter

"They feel so...good!" she exclaimed as she began to squeeze them.

I moaned and sliding my hands under hers started rolling my nipples between my fingers. "Like this." I told her.

Mandy nodded and capturing my swollen buds between her fingers and thumbs started rubbing them.

"Oh, that's nice." I cooed, then pulling her left hand up to my lips said, "Let's make it even better."

I took the tips of her fingers into my mouth and started sucking on them. Mandy moaned deep in her throat as my tongue swirled around them and another wave of heat flowed between my thighs when I saw her starting to squirm on the bed. She was rubbing her thighs together and I could just imagine how wet those panties were getting. I placed her now wet fingers back on my nipple and laughed when with no prodding, she brought her other fingers to my lips.

"Oh, you are an eager little thing aren't you?"

"Sorry!" she blushed.

"Oh, no, honey, don't be sorry." I whispered as I teased the tip of my tongue across her finger tips. "That's why I'm here, for you to have anything you want!"

I quickly sucked her fingers into my mouth and after releasing them, groaned when she immediately brought them back into play. As Mandy continued to fondle my tits, I took her face in my hands and drew her into another long deep kiss. I was beginning to rock my hips, grinding my dripping pussy into the bed as Mandy eagerly accepted my tongue as her fingers remained busy. I placed my hands on her sides and sliding them up, grabbed the edges of her tank top. I tugged on it and removing my lips from hers, said, "Your turn, let me see those pretty tits of yours."

Mandy removed her hands from my tits and with a shy smile lifted her arms over her head. I paused briefly, savoring the moment and then pulled her top off and found myself staring at a pair of small, but beautifully shaped perky breasts with the most delicious little pink nipples I'd ever seen. Placing my hands under them, I cupped them and gave them a gentle squeeze amazed at how firm they were, ah the advantages of youth!

"You...do you like them?"

"Oh, honey, they're perfect," I whispered and using my thumbs began caressing he swollen nipples.

"Ohh, that feels sooo good!" she cooed, her eyes closing and her breasts heaving in my hands as her breathing grew heavier.

"Yes, they do." I told her, then released a sound of pleasure as her hands quickly found my nipples as I played with hers, "Hold them, for me."

Mandy placed her hands beneath my heavy tits and as she lifted them, I leaned forward, pressing my hard nipples against hers. I began to move side to side and we both sighed as our swollen nubs rubbed across each other. Mandy caught me by surprise by leaning over, her eyes closed and her lips seeking mine.

I gladly accepted her eager kiss and was surprised again as her tongue pushed into my mouth. She was pushing her tits harder into mine and releasing one of hers I wrapped my arm around her shoulder and placed my hand behind her head.

Leaning back, I put my hand under hers and lifting m right breast higher, pushed on the back of her head, "Suck on it," I said softly, "Just like you've thought about doing."

Mandy didn't need any further coaxing. Bringing her head down, she began flicking her soft wet tongue around my nipple.

"Yes!" I exclaimed, arching my back and shoving my tit into her face, "Just like that, now take it into your mouth for me!"

Mandy obeyed and my hand tightened in her long hair as she gently sucked my aching flesh into her hot little mouth. Mandy whimpered around my nipple, but began to suck harder and sliding my hand from her tit, I placed it on her soft stomach.

"The other one is jealous." I laughed, turning to the side and offering her my other nipple.

Mandy giggled and quickly took it between her lips. Her hand found my other nipple and I began to grind my hips harder into the bed, my pussy heating up as she began to take initiative and enjoy my body. I trailed my hand down her stomach and I felt her tense again as I teasingly trailed my nails along the top of her panties. I worked my fingers back and forth enjoying her nervousness as well as the attention of her sweet tongue and inexperienced, but eager fingers.

Then having teased myself enough, I slipped my hand into her panties and rested it on her pubic mound. My finger tips were right at the cleft of her pussy and I could feel the heat from between her legs.

"Oh," she moaned around my nipple, "I..."

Mandy's words were cut off by a gasp as I eased my fingers down and slid them through the soft, smooth, and incredibly wet lips of her pussy. I lingered there for a moment, then working them back up, found and rubbed her hard clit.

"Oh, fuck!" Mandy cried out, "I...I can't believe we're doing this!"

"Feeling's believing," I said softly as my fingers took another quick trip through her soft pussy.

I again paused at her clit, rubbing my fingers in a circle around it. Mandy moaned and her hips jerked, pushing her pussy into my touch. She was no longer sucking my nipple and I could feel her hot breath on it as she gasped while my fingers teased her sweet little button. Cupping her chin in my hand, I brought her face up and as my fingers lightly caressed her pussy, I kissed her. Mandy whimpered into my mouth as her hips pumped into my hand.

Taking her clit between my fingers, I squeezed it gently and breaking our kiss she whined, "Oh, Karen, please make me cum!"

Those words were amongst the hottest things I'd ever heard and placing my hand between her small breasts, I gave her a playful shove, "Lay back honey and let me give you what you need."

Mandy fell back onto the pillows and keeping my hand between her legs; I leaned over her and all but devoured her perfect little tit. Mandy cried out as I sucked not only her nipple, but half of her breast into my mouth. I sucked hard on it, before releasing her soft flesh and tonguing her swollen pink nipple.

"Oh, yes!" she purred, her arm going around me and her small hand caressing my back, "Suck on it!"

"Listen to you," I laughed, "Naughty little thing aren't you?"

"I want it sooo bad!" she whimpered as I began swirling my tongue faster around her hard flesh.

I switched over to tonguing her other equally pretty titty, and as I did worked my fingers down and eased one inside of her. Mandy let out a low moan and I did as well. Goddamn did my sweet neighbor have one hell of hot, tight, little box. I sucked on her nipple as my finger slowly pumped in and out of her. Mandy squeezed my shoulder while closing her legs, trapping my hand between her trembling thighs. She whimpered again and started squirming, rubbing her legs up and down.

Her reaction caused my hips to move as well, my pussy yearning for her young touch. But I was the one who needed to show some patience tonight. Even still, I could certainly get some pleasure while giving my young student some. Removing her precious nipple from my mouth, I whispered, "Let's take these panties off, they're in the way, no?"

"You...you'll put your hand back there, won't you?" She asked, her large eyes staring into mine.

"Of course I will!" I told her, "And," I playfully wagged my tongue at her. "Maybe something else!"

"Really?" she gasped, "You'll really suck on my...." She blushed furiously, before adding, "Pussy?"

"Honey, I can't wait to taste you! But I can't until...."

I stopped speaking and laughed when moving quickly; Mandy drew her legs up, lifted her hips and started to tug her panties down.

"Let me." I said.

Backing down the bed, I slid over in front of her raised legs and grabbing the sides of her underwear, began easing them up her legs. I licked my lips at the way the crotch of her panties had to be peeled from her sopping slit. I worked them up her legs, my eyes focused between her thighs and I was not disappointed by what I saw. Mandy's smooth pink pussy, was glistening as it winked out at me from between her firm thighs.

I could feel my own hands beginning to tremble as I slid the panties past her knees. Mandy bent them for me and after sliding the underwear past her feet, I couldn't help placing them to my face and taking a deep breath.

"Now who's naughty?" Many giggled.

"Me," I smiled and then made a show of licking the sopping crotch of the panties.

A shudder went through me at the taste of her sweet juice and dropping the panties, I grabbed her ankles. I paused to flick my tongue playfully across the purple tips of her toes, getting another giggle from her, then spread her legs open and eased them down to the bed. My eyes were still locked onto her sweet snatch and the fact she was less than half my age, sent another thrill through me. I'd always pretty much been with women my age and having this inexperienced young thing naked in front of me made me pretty sure I was going to expand my preferred age group!

"Do you like her?"

"Like her? Honey, I am going to love her!"

"Take yours off?" she asked, with a smile that was now as mischievous as it was shy.

"Whatever you want."

I eased myself off the bed and turning around grabbed the sides of my shorts and made a show of shimmying them down my thighs. When my ass was exposed, I bent over and shook my hips back and forth as I pushed them down past my knees. I looked back over my shoulder to see Mandy staring between my thighs and her big brown eyes were now far from innocent. There was a look of lust in them as she took in my own smooth wet pussy that sent a shiver through me.

Feeling playful, I stood up and taking my hair in my hands, lifted it over my head and gave her a sexy shake, before turning around and doing it again, shook my tits at her.

"Do you like?"

"Karen, you're...." she paused then whispered, "So hot!"

I laughed and putting my hands on the bed looked her in the eye, "And you, Mandy, are one pretty little kitty, now how about I make you purr?"

"I...wow."

Mandy stopped, when placing my knees up on the bed I began to slowly crawl up the length of her slender nude body. I kept my chest low so my hard nipples would rub along her leg and my ass would be pointed in the air. At this point her eyes were glazed over with desire and her tongue made its way across her soft lips. Her legs were spread and swinging my left over hers, I straddled it and moaned at the feeling of my hot wet pussy sliding along her soft leg.

Mandy's chest was heaving, causing her small breasts to jiggle invitingly and taking them up on it; I stopped moving and took her left nipple into my mouth. Mandy's hands wrapped around me and to my delight she pulled me down further into her chest. She also started moving her leg back and forth between mine and my own breathing picked up as her smooth skin rubbed against my aching clit.

I moved up higher, and lowering my head again, shook it back and forth, causing my hair to tease across her sensitive nipples. Mandy moaned loudly and her leg moved faster against my hot flesh as her entire body started wiggling beneath me. Her need to cum was like nothing I'd ever seen and I was enjoying it as much as I could without cruelly teasing her. Leaning over further I kept moving side to side, but now it was my hard nipples passing over her lips.

I gasped when she flicked her tongue out, catching them as they passed and I was unable to hold back a soft whimper of my own. I stopped moving, allowing her to capture my right nipple and suck it into her warm wet mouth. Even as she sucked on it, Mandy's hands found my shoulders and pushed against them.

"You trying to tell me something?" I smiled down at her.

"Please..." she begged, "Please lick my pussy! I need it!"

"Hmm," I love that." I told her, "Tell you what, keep moving your leg back and forth like that and I will."

"That feel good?"

"Really good." I wasn't lying as my hips were moving of their own accord, grinding my clit against her thigh.

"Good." She smiled, "I...I want to make you feel good too!"

"Oh, you will." I told her.

Even as I spoke I was working my way back down and after stopping to briefly tongue each nipple, I placed my tongue hard against her stomach and trailed it down as I made my way towards her yearning pussy. I moaned as I slid along her leg and stayed with my legs curled beneath me so her knee was now against my pussy as I was now confronted with hers. I placed my hands on her soft thighs enjoying the way they were trembling and licked my lips at the sight of my best friend's daughters pink little slit oozing inches from my face.

I suppose I should feel some remorse for doing this, but as I inhaled and rolled my eyes back at the intoxicating scent of Mandy's pussy the only thing I felt was pure lust. Sliding my hands inward, I slipped my fingers between her soft lips and spreading them open blew lightly on her clit. Mandy moaned and her hips lifted, straining to push her pussy into my face. I turned my head and after teasingly tonguing her thigh could no longer hold back.

Spreading her wider I lowered my tongue and plunged it directly inside of her hot little box.

"Oh, Karen!"

Mandy cried out as my tongue sank deep into her hot flesh and started swirling around inside her. I sucked hard and was rewarded with a mouthful of her delicious juice. Mandy was moaning and squirming and I moaned into her pussy as her knee was pushing against my swollen clit. I started rocking back and forth causing not only my rigid tongue to slide in and out of her pussy, but my pussy to rub harder along her leg.

I could feel my legs starting to tremble with the need to cum and had no doubt I was going to be making a hot wet mess on Mandy's innocent knee within minutes. Speaking of hot wet messes, I definitely wanted one in my face and ceasing my fucking of her hole with my tongue, I removed it and began working up through the soft wet folds of my young lover's pussy. Mandy released a long groan and placing her hands in my hair began playing with it.

Spurred on by her touch, I found her clit and after tracing a slow circle around it, took it between my lips.

"Oh my god!" Mandy moaned as I began sucking gently on it.

Her hands tightened in my hair and her hips started rocking faster as keeping her clit I my mouth I swirled my tongue around it. I released her pussy, keeping her lips spread by having my face buried in it. Sliding one hand up her soft stomach, I captured her right nipple between my fingers and as I began toying with it, slipped two fingers of my other hand into her incredibly tight pussy.

"Easy." She groaned as I worked them in all the way to my knuckles, "Oh, please go easy!"

I left my fingers still, letting her pussy stretch around them as I started expertly flicking my tongue across her sweet clit. Mandy started moving her hips again and my fingers remained unmoving as I let her work them in and out with her movements. Mandy was breathing hard and looking up I saw her face was flushed red and she was sweating despite the air conditioning. Her eyes were closed and her lips were parted.

At that moment it dawned on me how truly precious she was and the sound of her now continuous moans coming from between those perfect lips began to push me over the edge. I started rubbing my clit faster into her leg and my tongue followed suit, swirling in hard fast circles around her adorable pink button.

Mandy's moans were getting louder and her hips were pumping hard into my fingers. Initially I had wanted to take my time, tease her and make her first orgasm from a woman one she would never forget, but now I figured we could take our time with the next one.

This of course was a bit selfish on my part as I could feel my body gathering itself as I rode her knee as hard as I could. I began moving my fingers back and forth, matching the rhythm of her hips and thrusting them deeper into her hot pussy.

"Oh, my god, oh my god," Mandy began moaning, "Karen, I...I think I'm going to...."

"Cum for me!" I paused in my licking, "Go ahead honey, don't hold back, cum nice and hard for me!"

I resumed my licking, my tongue dancing across her clit with a skill gained from years of loving practice and driving my fingers hard into her pussy, I gave her nipple a slight pinch. Mandy gasped and her hips lifted higher than before and stayed there. I could feel her thighs shaking violently against my shoulders and taking her tongue between my lips I began sucking on it hard enough to cause my lips to make wet smacking sounds.

'Oh yes!" Mandy cried out as her pussy convulsed around my fingers.

I smiled around her clit as her hips began bucking wildly and her pussy ground hard into my face. Mandy cried out again and again as her orgasm crashed through her young body and as I continued to suck on her hard button I had no doubt that this was the hardest she had ever cum and knew that from this point on it would only be doing so at the touch of a woman.

"Yes, oh, Karen, oh yes! Don't stop!" she cried.

I continued licking and pumping my fingers as her already tight pussy clamped around my fingers and her body writhed and squirmed beneath the power of her climax. Speaking of climax's I clamped my pegs tightly around hers and leaning back to press my clit more firmly against her knee started grinding my hips in a circular motion.

Between the sound of Mandy's cries of pleasure and how worked up I was a matter of a minute before my pussy contracted and lifting my ass in the air, I released a long loud squeal into Mandy's still quivering pussy. Even though I was in full control of my orgasm, I called out to her, "Keep moving your leg honey, Make me cum for you!"

Mandy started sliding her leg back and forth and I cried out even louder into her hot flesh as my orgasm tore through me. I moved my hips as quickly as I could, sliding my wet convulsing flesh against her hard knee and squealing as she shoved her pussy harder into my still moving tongue. Mandy's back arched and after releasing a long shuddering moan her body relaxed and she slumped back onto the bed.

She kept her leg moving however and no longer concentrating on licking her pussy I lifted my head and screamed as the surprisingly hard orgasm sent waves of pleasure through me.

I released a long breath of my own as the last of the climax flowed through me and as I lay there panting with my face resting on Mandy's hot thigh, I whispered, "Thank you for allowing me to be the first one to kiss you properly."

Mandy giggled and asked, "I...I made you cum?"

"Couldn't you tell?" I asked as I forced myself up onto my knees. "Honey, I came hard!"

"Good," she nodded, "I...I did too." She blushed, "But I wanted to make you cum, you know, like you did me."

"Oh, are you saying you want to lick my pussy?" I asked with a laugh.

"Can I?" she asked, her brown eyes wide again.

My answer was to roll over onto my back and slowly spread my legs for her. I winked and made a come here gesture with my finger. Mandy gave me another of those pussy warming giggles and sitting up, quickly rolled over on top of me. I grabbed the back of her head and pulled her down into a long hard kiss. I shoved my tongue in her mouth and heard her moan as she tasted herself from it. Her hand had made its way between us and was playing with my nipple, but as she had done, I pushed on her shoulder.

Mandy took the hint and with a laugh quickly slid down the bed. As I had done, not only did she pause to give my tits some attention with her sweet little tongue, but straddled my leg and I moaned at the feeling of wetness she left along my leg as she worked her way down between my thighs. She stopped propped up on her forearms and staring longingly at my pussy.

"Don't be shy," I told her, "Give your good friend Karen a kiss."

Mandy giggled and leaning forward did just that. My hips twitched as her soft lips gave me a long lingering kiss and just as she removed her lips, I felt her tongue dart out across my clit. She leaned back and licking her lips, leaned in again and this time her tongue boldly traced a circle around my swollen button as her finger started rubbing up and down between my lips.