Not Just Friends Anymore Pt. 01

"Ummmmm..." She moaned softly.

I looked towards the back of her head and realized she was still using he left arm to prop up her upper body. I looked back to her ministrations between her legs and watched as she slid her middle finger in and out of the wet folds while gently spreading the lips with the two adjacent fingers. Then she slowly slid the tip of her finger ever so slowly into her wet opening pussy. I was hypnotized, as her finger slipped smoothly to the last knuckle in her wet folds. It felt like time had stopped. My heart was pounding in my chest, at the erotic site unfolding before me. I stayed frozen and unable to move. My gaze focused on her shiny little finger, as she slowly extracted it from her cunt. Then her hips began to slightly gyrate as she swirled the wet finger around her clit that was now clearly poking out from its protective hood. Then I was snapped back to reality when I heard her quietly moan, "Ohhh ... fuuuck ... Daaave ... mmmm."

I suddenly panicked and stammered, "Uh-Carly. I don't know if ... well ... uh ... you should. I can't ... ummmm ... you know..."

Slowly her hand and fingers slid from between her legs, her body shifted and I heard her exhale a quite sigh. Then she giggled loudly and said, "Hey Dave, I'm over here if you want to talk." Her giggling continued as I looked up at her, but she wasn't looking back at me. She was still propped up on her arms, so I started to say something even though I couldn't see her face, just the back of her head. Just as I opened my mouth to speak, she interrupted and said, "Hello...Dave...over here." Then she nodded her head slightly to her left. I could see she was looking that direction, so I followed her gaze.

My heart stopped. The whole time we had been on the bed, I never paid attention to the mirror on the nearby dresser. As I looked into the mirror, I was greeted with her grinning face looking back at me in the reflection. Now I understood. Her position on the bed was in such a way, that she had been watching me in the mirror the whole time. She had watched everything. She had seen me looking at her body and secretly assessing my reactions with what she saw in the mirror.

We stared at each other in the mirror for a moment.

"You've been watching me this whole time?" I choked out nervously.

"Yes. The whole time." She said seductively with a devilish little grin.

"I... don't know what to say. Uh... you...I mean have you been...you know?"

"Trying to get your attention? Yes! All night long, as a matter-of-fact."

There was a long pause as we just stared into each other's eyes in the mirror. She had a broad smile as she looked at me.

"Carly I'm sorry...I shouldn't...I can't. I...you know...this...can't. I can't be that guy, but I guess I am sort of. I can't help looking ... you're a beautiful woman... but ... I ..." I was having a hard time saying anything at that moment. I was stammering like a school boy, who had just got caught peeking up a girl skirt.

She cut me off. "Dave it's ok." She replied at the same time she sprang to her knees and spun towards me. Her t-shirt fell back down over her hips as she scooted closer to me. She moved until she was kneeling right next to my right hip. She leaned slightly forward and gently took my face in both her hands, caressed my cheeks, leaned closer in and said with a big smile, "It's really ok. I need to explain. Please don't be mad or upset with all this. Kerri said I should..."

"What the fuck did she just say? Kerri said? Kerri said what?" The thought screamed in my head.

"Kerri! Kerri! What's Kerri got to do with this?" I exclaimed in a panic, as my body stiffened and I instinctively put my hands on her shoulders and began to push her away.

"Wait...no...relax. Let me explain don't freak out." Carly said as she continued to hold my face with her hands and resist my attempt to move her back.

I sat there looking into her eyes completely confused as to what was happening. Then Carly rested her hands my bare chest, took a deep breath and began her explanation.

"Dave, do you remember last year when you went to Tampa for three days for a training class and I stayed here, hanging out with Kerri?"

"Yes."

"Well something you don't know; is that Kerri and I..." She paused. "Well, we had sex while you were gone."

I was stunned. I had no idea that Carly even had desires for other women. I knew Kerri had experimented in college with some girlfriends. We even had a couple we were very close too, where Kerri and my buddies wife had made out in front of us during a couple of parties. Kerri and I had talked about other women possibly coming into the bedroom, but the opportunity never presented itself. Now I was hearing that she and Kerri had sex. This was unbelievable. I was truly stunned. I wasn't sure how to react. I was trying to make sense of all this.

"How did that happen? I mean, you two just did it and decided not to tell me?" I asked.

She thought for a moment, and then said, "Well, I came here to stay with Kerri for those few days. The first night I was here we got to drinking some wine and just talking. Kerri started talking about her college days and told me about some girls she had slept with. I was always a little curious, so I asked her to go into details. Kerri went into really graphic details and I found myself getting so hot and turned on. One thing led to another and we ended up naked, in this bed and I loved it. Kerri is really hot and she was a great teacher." She smiled and then fell silent gauging my reaction.

"I don't know what to say. So, Kerri and you had sex that night and now this? I don't understand." I questioned.

"Well, let me be totally honest. We had sex more than just that first night. We basically ran around your house naked, for all three days. It was awesome. But Kerri also talked a lot about your sex life with her. Kerri described in detail what a great lover you were and I got really turned on by that. Ever since then I have never looked at you the same way. I've had a lot of fantasies about you and gave a lot of thought about seducing you." She explained.

"Ok. So, that's what this has been about tonight? You were seeing if I would cross the line with you? This was your seduction of me?" I asked, staring into her eyes.

"Yes...it was Kerri's idea." She replied, now looking slightly ashamed about it.

"But, you and I...I mean...you are like my...oh fuck...I don't know what to say. Besides, what do you mean Kerri's idea?"

Then she slid towards the edge of the bed and stood up. "Wait here. I want you to see something that will help." The she left the bedroom, only to return a few seconds later carrying her cell phone. She climbed back onto the bed and knelt next to me again. I watched as she scrolled through her phone for a moment then asked. "Remember when we were at the club tonight and you gave me shit for texting?"

"Yes."

"Well here, read this from the beginning and maybe you'll understand." Then she handed me the phone.

I began reading the text messages. She put her hands back on my chest. I read the text messages.

Kerri: Hey babe where you at?

Carly: Me and Sandy met up with D downtown at a bar.

Kerri: Sandy?

Carly: Yeah you met her. Hot blonde. You met her at Jessica's party last year.

Kind of a shy girl.

Kerri: Yeah. Really cute blonde. Tall. Great legs.

Carly: That's her.

Kerri: How about that other thing. Think he will go for it?

Carly: I am giving it my best shot. It won't be easy. He treats me like a daughter.

Kerri: Well, don't act like a daughter.

Carly: I don't think he's going to do it. I might have to rape him. LOL

Kerri: LOL. That will get his attention.

Carly: You're not pissed about this?

Kerri: No...I'm getting hot just thinking about him fucking you.

Carly: Me too.

Kerri: Your getting hot thinking about that nice dick he has for you. 

Carly: Yeah that too. I really hope he won't freak out.

Kerri: He won't freak. If he does then you can tell him the truth.

Carly: What if he gets mad?

Kerri: Then call me. Put him on the phone and I will tell him to fuck the shit out of

you. LOL

Carly: Speaking of Dave I gotta go he's looking at me.

Kerri: Have fun maybe show him these texts, if he gets weird.

Carly: Ok. Kisses. Really wet kisses. 

I just stared at the phone for a few moments trying to absorb what I had just read. Then I handed the phone to her. When she leaned over to put the phone on the nightstand the t-shirt rode up again and I saw that pretty ass again. She sat back up and we just looked at each other in silence. Only the sound of the TV filled the room. After a moment, she smiled, leaned forward so her face was only a few inches from mine, paused and said, "Well?"

I thought for a moment and realized my cock was hard as steel again. I said, "You have always been like the daughter I never had. I don't want to ruin that."

"Dave, I'm not your daughter. I am a woman who really likes you, so enough with the crap. I've always had a thing for you, so why don't you just shut up and kiss me. You aren't ruining anything."

I knew she was right. I wanted this so badly. My resistance to the situation gave way to my carnal needs. I reached up and grabbed the back of her head with my right hand, leaned forward and our lips touched. She opened her mouth and moaned loudly as I slipped my tongue in her mouth and kissed her hard. She responded by raking he nails down my chest slowly. I used my left hand on her back to pull her in tight. Her chest fell against mine as I continued to pull her against me. I could feel her small soft breasts crushed against my chest. Only the thin material of the t-shirt separated us. Her hands wandered over my chest, exploring my flesh. We kissed passionately for few minutes then an idea struck me.

I broke our kiss and leaned back slightly. Her eyes flew open at the sudden disconnection and looked curiously at me.

"I have an idea." I said.

Her breath was labored and ragged when she replied, "Yes...whatever it is. Yes."

I smiled and said, "How about we start where we left off. I really had some wicked thoughts going on in my head, until my conscience got in the way."

She smiled devilishly and said, "I'm sure you did. I saw the look on your face in that mirror."

With that I turned her shoulders gently to the right, "I never got to finish that massage. Lay down again." I commanded.

She giggled and said, "Good. Now you can finish what I started." She spun around and dropped to her stomach. She slid her body forward; back to the position she was earlier and settled down.

"Wait! I forgot this." With that she arched her hips off the bed, reached back with both hands and pulled the t-shirt above hips exposing her naked ass. When she was done she let out a satisfied laugh.

"How's that, about the same view? Need me to do anything else?" She said, looking over her shoulder at me.

"Just this one thing." I said.

Then I gently pushed her right knee over, so her thighs opened up and gave me the same perfect view of her pretty pussy. I could see it was still sopping wet. Even the insides of her upper thighs glistened with wetness now. I vowed to take my time and enjoy every minute of this. My lust for her body was about to become a reality. I was going to savor every inch of her beautiful young body.

I began to massage her foot as I had before. I worked my fingers into her flesh. She put her head on the pillow and made quiet groans signaling my manipulations were having the desired effect.

I moved from her foot to her ankle and continued to knead her flesh. I was getting a thrill out of hearing her moans as I caressed her skin. I continued to move up her leg and rubbed her calf muscles.

My eyes switched from watching my hands working on her flesh, to looking at her wet exposed pussy. As my hands moved closer to her thighs, I started to see her hips undulating and grind into the bed.

She was moaning a bit loader now. My hands worked up her thigh slowly caressing her soft skin. I slid my right hand back and forth along her inner thigh, moving just a bit closer to her undulating center. She moved her right leg even farther than before, lewdly spreading her legs apart. She was submitting totally to my wanton desires for her.

"Oh God please its torture." She groaned.

"You like it?" I whispered through my own labored breathing. I even felt a little light headed from the erotic scene unfolding in front of me. This young woman who had always been a friend was now begging me to take her. To touch her. To explore her with abandon. Never in my wildest dreams would I have believed that she would give herself so willingly to me.

"Please ... it's ... oooh ... I need you to touch ... me." She said through her quick shallow breaths.

I leaned forward to make it easier to reach the thing she so desperately needed me to stroke. I slid my right hand along the smooth flesh of her inner thigh. When I reached the juncture of her legs I paused briefly to admire how large my fingers looked next to her small wet center. I brushed the tip of my middle finger along the edge of her pussy lips. She was slick with wetness. I continued to move my fingers across the glistening folds of her aroused pussy.

"God, your pussy is so beautiful and you're so fucking wet." I said in a low groaning voice. Suddenly realizing that had been a thought, which had just spilled out of my mouth and to her ears. My heart skipped for a moment when I became slightly embarrassed at talking to her in such a manner that was so completely foreign to our relationship. It felt so very dirty and at the same time it was beyond erotic to say that to her. I was silent and frozen for that moment, not sure how she would react to hearing me say that to her.

She relieved my fear, when she turned, looked at me with a big smile and said. "You make me that wet. I've wanted this for so long, but was afraid to do anything about it. Now I just want you to make me cum."

I was taken aback by her words. She emphasized her words by lifting her ass slightly and pushing back against my exploring fingers. She put her face back into the pillow and groaned as she swiveled her hips.

Now my own rampant desire was taking over. My breathing was quick and shallow. My heart was pounding through my chest. The object of my desire was literally at my fingertips. I was fighting the urge to plunge my fingers into her as far as they would go, but I wanted to prolong the erotic torture.

A second finger joined the first, moving up and down her wet pussy. I slid my left hand onto the smooth round globe of her left ass cheek and squeezed her firm flesh. Her hips undulated faster. She pushed back more in an effort to make my fingers enter her slick opening. My cock was almost painful as it pulsed in my boxer shorts screaming for release.

I turned my hand so my middle finger could slide lower and find her clit. When I touched the hard nub, her body suddenly jerked as if electricity had just shot through her.

"Ahhhhh." She groaned still squirming in near ecstasy.

I continued to gently stroke her clit with the tip of my finger. I moved my left hand towards the crack of her ass and used my thumb to pull her cheeks apart. The rosebud of her anus was now fully exposed. I slid my thumb over the puckered opening and applied gentle pressure at the same time moving it in small circular motions.

Her hips stared to grind harder into the bed. Her face was now buried in the pillow. Her hands clutched and clawed at the blankets. She pushed back arching her ass off the bed a few inches. I stroked her clit faster and with slightly more pressure. Her hips moved in time with the stroking of my finger. Her body stiffened and she suddenly screamed into the pillow as her body shook with an explosive orgasm.

"Oh fuck! Oh Fuck! Yes! Yes!...ahhhhhh!" Came her stifled screams.

Her hips fell back to the bed as her orgasm subsided. I slowed my assault on her pussy and just stroked her slowly. She brought her head out of the pillow and took long deep rasped breaths. Her hips were still rolling slightly to my slower caresses on her pussy.

Just as she seemed to recover and catch her breath, I adjusted my hand and slipped my middle finger into her wet hole. She took in a sharp breath. "Ahhhh ... yessss." She hissed. I swirled my finger around the tight warm wet depths of her tiny gushing pussy. I curled the finger inside her and slid all around the inner walls. I stroked my finger in and out of her at a slow agonizing pace. I continued until her hips began to move, as the desire for release began to rise in her body again.

I slipped my finger in and out a few more times and then I withdrew enough to add my index finger to stretch her a little more. I watched my wet fingers glide in and out of her slippery pink folds, still totally amazed at how small her pussy looked with my fingers exploring her wetness.

She arched her hips in the air and slid her right hand under her body, her hand snaked between her legs and she grabbed my wrist. She pulled my hand in, forcing my fingers to dive deeper into the depths of her pussy. She groaned and held my hand hard against her crotch. I leaned farther forward and moved my left hand under her left hip and found her clit. As the fingers on my right hand wiggled and twisted deep inside her, I used the fingers on my left hand to rub her delicate clit.

Her moans became louder and she rolled her head from side to side. I could feel her inner pussy muscles grasping my invading fingers. Her body began to tense and sweet groans of pleasure came to a higher pitch as she reached her peak once again. Her body tensed for a few moments then shook in an orgasmic spasm and fell back to the bed in relief. She was breathing in fast labored breaths, like she just ran a marathon.

She relaxed her grasp on my hand and I slowly withdrew my wet fingers. I pulled both hands free of her body. I waited for just the right moment as she was trying to catch her breath and then suddenly playfully smacked her right ass cheek with my open right hand with just enough force so it wouldn't hurt, just sting a little.

"Owww, hey now!" She squealed as she looked back at me over her left shoulder.

"That was the spanking you dared me to give you earlier." I said laughing.

She giggled and pushed herself up and spun around and came to a kneeling position next to me. She leaned forward taking my face in her hands and abruptly planted her warm lips on mine. Our mouths opened and our tongues explored each other's mouth. I gently caressed her face and neck. I ran my fingers through her hair and gently down her back. I pulled her close and she moaned into my mouth.

She broke the kiss and we stared into each other's eyes. Then after a moment she leaned back, crossed her arms in front of her body, grabbed the bottom of the t-shirt and in one swift movement pulled it over her head. Her young pert breasts came into full view. Her nipples were pink and erect. I reached out with my right hand and touched her left breast. Her nipple was hard and pressed into my palm. I squeezed the tender flesh, amazed at how incredibly firm young breasts are.

I brought up my left hand and played with her other breast. I gently pulled and pinched her nipples while slowly rolling them between my fingers. She threw her head back and groaned. I slipped my right hand behind her back and pulled her up and towards me. She immediately understood, came up high on her knees and leaned her chest towards my now approaching open mouth.

I took the nipple of her left breast into my mouth and swirled my tongue around it. Then I sucked on it while I maneuvered my left hand down her back to her ass. I squeezed her ass cheek which made her hips rock forward. I moved my right hand to her other cheek and squeezed with equal force. The whole time keeping my mouth locked onto her amazing tit. Sucking and nibbling her tiny hard nipple. I dug my fingers into the firm flesh of her ass cheeks enjoying the way it made her grown. I never stopped sucking and gently biting her nipples, one then the other.