My Best Friend’s Daughter

I glanced up from the article I was working on at the sound of Mandy's little red Mazda pulling into Kelly’s driveway. I could see Kelly with Mandy. I felt a tingle ripple through me. It was a very hot day which meant they would be going for a swim.
Mandy saw me sitting on the porch and gave me a wave as she passed.
Mandy said something to Kelly, who had gotten out of the car. Kelly nodded and after giving me a quick wave. I took a moment to check out her tanned legs and small ass in her tight denim shorts. Kelly gave me a little thrill by stripping her t-shirt off as she reached the patio next to the pool, exposing the smooth skin of her back and the red string of a pretty skimpy bikini top.
As Kelly put her hair up, she turned to the side, giving me a glimpse of her small tits. As fun as that little tease was, and while most people would consider Kelly the hotter of the two young lovelies, Mandy drove me crazy.
Mandy was tall and slender, with a pair of long legs that seemed to go on forever and a set of perky little breasts I imagined would fit perfectly in the palm of my hand. She was wearing a low-cut short sundress. It was getting harder and harder not to see Mandy as anything but the hot little minx she was. Her long sandy brown hair was pulled back into a pony tail and that look, along with those big brown doe eyes, gave her a look of innocence that made me think of what it would be like to get her in bed.
I knew I should feel badly thinking of Mandy as an object of desire, but she was so damn precious I wanted to just eat her up; literally. Over the years her looks had succeeded in getting her pretty much anything she wanted from me, including acting as a buffer between her and her overly strict mother Rachel, who had become my best friend since they moved in a few years ago.
"Karen?"
"What?" I blinked; pulling myself from what had recently become a daily fantasy.
"I asked if you wanted to come over and go for a swim?"
"Oh, um no thanks."
"How come? It's awfully hot out here."
And getting hotter by the minute as looking past Mandy I noticed Kelly had removed her shorts and was now standing near the pool in her red bikini. The suit didn't have much material in the back, exposing a good portion of her sweet young ass. I had to avert my eyes when I saw her bend over to pick something up.
"Yeah, sorry." I shrugged. "I've got some work to do from home and I really can't."
"So come swimming! That will relax you!"
Not really, I thought; with those it would get me hornier than I already was. Damn I needed to get laid, I thought. Since I'd broken up with Carla six months ago my sex life had consisted of pretty much what I was planning on doing in about ten minutes.
"No, The two of you make me look bad, an old lady like me next to two hot young girls like you."
"Aww, you're not old!" Mandy told me, "I love the way you look so young and sexy.”
Mandy paused and her smile was replaced by a nervous look as if she hadn't meant to say that. "You said you'd feel bad wearing a suit because of me and Kelly?" she sighed, "I should be the one to feel bad, I look like a damn tomboy next to the two of you."
Mandy looked down at herself, "I guess my legs aren't bad, but these tiny tits..t."
“I prefer small breasts, especially on a girl with a build like yours" I laughed, "Many women too. You’re very sexy"
"You think?"
I wanted to smack myself. Regardless of how she took it, that comment was way to forward. Rachel was not a fan of my lifestyle. The last thing I needed was Mandy repeating something I said that could be taken the wrong way. I breathed a sigh of relief when Mandy recovered and said,
"Thanks Karen, you always make me feel better about things. Do you really think I'm, you know, sexy?"
Be careful, I warned myself and took a second before responding. "I think you're a very pretty young lady and have nothing to be ashamed of."
Oh, I don't know," she said quickly, then pointing behind her added, "I'm going to get going okay? Kelly's probably getting pissed I'm ignoring her."
*****
I all but ran upstairs to my bedroom and approaching the chaise by the window, was already stripping of my shirt. Standing alongside the comfy sofa, I quickly removed my bra. Unzipping my skirt, I let it fall to the floor, then clothed only in a black thong lay down on the chaise and pulled the shade up just high enough to see outside.
My window overlooked Rachel's yard and I was just in time to see Mandy standing by the pool untying her sundress. I licked my lips as it fell to the ground exposing the light blue bikini she had on.
The bikini was French cut, riding high over her hips and giving me a great look at the entire length of her legs. Despite being slender, Mandy's legs did have a nice shape to them and after my eyes took in that shape, I mover to her soft flat stomach, then raised my gaze to those high, firm, little tits of hers. The top of the bathing suit did a good job of pushing them up exposing the upper half of those sweet young globes.
I felt a twinge of guilt as my hand was already straying down my stomach towards my pussy. That guilt was quickly dispelled as I watched Mandy dive into the pool. She stayed under the water, swimming towards Kelly who was leaning against the ladder on the other side.
The water was clear and I watched Mandy's lithe form glide under the water. When she reached Kelly I saw her place her hands on her thighs and when she popped up from the water, their faces were less than a foot apart. As my right hand found my nipple, my left eased the thong to the side and I released a sharp breath when my fingers slid through my wet flesh. Below me Mandy put her hands on Kelly's shoulders and after a moment laughed and pushed off her, going into a back stroke.
That's what really happened, but my mind played out a sexual fantasy. Mandy leaned forward and kissed her blonde friend. Their arms encircled each other and their hands would run through their wet hair. Kelly pulled Mandy's top down, and immediately begin sucking on those small, hard nipples.
A shiver went through me when my fingers found my clit and my mind embraced the image of Mandy, arching her back and moaning in pleasure as Kelly sucked first one tit then the other. In the real world, Mandy reached the edge of the pool and pulling herself from it sat on the edge. I wondered why she would come out already, then saw her pick up her phone.
My fingers stayed busy, slowly caressing my swollen button and received some motivation when, rolling over onto her back, Kelly began floating in the pool. She spread her arms wide and as her body drifted lazily away from the edge and my eyes ate up the delicious swell of her hips as well as her soft, thick, tanned thighs.
Her red bikini was little more than a patch between her thighs and I wondered if she were smooth or if she would have left a small patch of blond fuzz between her legs. My fingers sped up at the vision of Mandy lying next to her, licking and teasing the nipple of one her large tits, while her hand slipped into the bikini and fondled her.
My fantasy got more fertile. Kelly started kicking her feet, pushing herself towards Mandy who still talking on the phone, reached out with her leg and stopped her with a foot on her shoulder. Kelly rolled over and stood directly between Mandy's legs. Mandy was laughing and after a moment, passed Kelly the phone. As she began speaking, Kelly placed her hand idly on Mandy's leg just over her knee. At this point, my fingers rubbed my aching clit, wrapped in my fantasy world.
Mandy laid on her back on the towel behind her. Her legs were still in the pool and between them, Kelly leaned against her crotch to pass her the phone but Mandy reached down and slid her bikini to the side as Kelly buryied her face between her thighs.
I began breathing harder as Mandy began playfully kicking her legs in the water around Kelly. My fingers were buried to the hilt in my pussy and I clamped my legs together, pressing my hand to my swollen button. I stared at Mandy lying on her back, her legs spread, my mind took the final plunge. I imagined myself in Kelly's position and could smell the sweet scent of Mandy’s young pussy. I felt the hard nub of her clit beneath my tongue and heard her moan my name.
My fingers wouldn't be in my pussy but plunging into her hot little box. Even as I gasped and my back arched off the sofa, I told myself I was a sick woman, getting off to the thought of fucking a girl Ihad babysat on a regular basis. On the other hand she had blossomed into quite the young flower and a little harmless fantasy never hurt anyone. Down below, Kelly had gotten tired of Mandy splashing her and grabbing her ankle lifted her leg up.
I of course, thought of myself doing it and placing that soft wet foot on my back as I plundered her inexperienced pussy with my tongue. Mandy would whimper and her thighs would shake just as mine were beginning to. Raising my right leg, I placed it on the corner of the windowsill and began pumping my hips, using the motion to drive my fingers deeper while rubbing my clit in hard fast circles.
I felt myself teetering on the edge of my orgasm and came when Mandy suddenly sat up and wrapped her arms around Kelly's shoulders, pushed herself off the edge and on top of her. As the two of them splashed into the pool, I saw their bodies intertwined, not in the pool, but on a bed, their arms, legs and hair tangled together and the moisture on their bodies not water, but sweat. For a brief instance I saw myself lying between them, their young hot bodies draped across mine.
I released a muffled cry and my hips started bucking wildly as my pussy convulsed around my fingers and I came long and hard to the thought of lying in the naked embrace of my best friend's daughter. I braced my foot against the edge of the window, using it to help lift my hips higher off the bed as waves of intense pleasure flowed through me. I emitted a long shuddering moan and slumped back down onto the sofa as the last of the orgasm slowly flowed through me.
With a contented sigh, I lowered my leg from the window. As I did, I felt something catch between my toes. Lifting my head, I drew my leg back to see what it was and too late, realized it was the cord for the shade. The shade snapped upwards, pulling the cord from between my toes and to my dismay loudly slammed up into the top of the window. Not thinking, I sat up and grabbed at the cord to pull the shade back down. Just as I caught it, I heard Mandy yell,
"Hey Karen!"
I turned my rapidly blushing face to look out the window and see her wave up at me. Kelly was looking as well and breaking out laughing, said something to Mandy who also laughed, before calling out, "It's not nice to flash the neighbors!"
I had forgotten I was topless. I quickly yanked the shade down, but not before I heard Kelly exclaim, "Wow, I hope mine look that good when I get older!"
As they both broke out laughing, I put my head in my hands and hoped to hell the two of them couldn't put two and two together and realize I was watching them. With a sigh I lay back and resting my head on the pillow thought, smooth Karen, real smooth.

*****
I jerked awake at the sound of my cell ringing next to me and sitting up on the couch looked at the cable box and saw it was quarter to seven. Rubbing at my eyes, I picked up the phone to see it was Rachel calling.
"Listen Karen, I need to come over, we need to talk. About something that happened today with Mandy, can I come over now?"
"Sure." I said quietly. "Come on over."
"Thanks, I'll be right there."
As I put the phone down I closed my eyes and tried to figure out how to convince my best friend I wasn't perving on her daughter, even though I was.
*****
I sat at the kitchen table tapping my cup of tea and nervously waiting for Rachel to bring up why she had come over here. The fact she looked just as nervous did little to convince me this wouldn't be about earlier. Normally Rachel was straightforward and only tap danced around things when they were serious.
"So, are you going to tell me what's going on with Mandy?"
“I think you'll help because it involves you." Rachel said, looking across the table at me and sending my stomach plummeting.
"It has something to do with me?" I asked, trying to sound casual.
"Well. Maybe not so much you, but...." She paused before asking, "Karen do you talk to Mandy about being a lesbian?"
"She knows I'm a lesbian." I told her hoping to hell Mandy hadn't mentioned I had seemed to be flirting a little earlier. "But I don't go into details if that's what you're asking."
"You're sure you don't mention your girlfriends, or....you know, make it sound hot?"
"Hot?" My nervousness was fading as it seemed this might not be about anything I said, or at least not directly, "Rachel, I don't hide my tastes so to speak, but I don't play kiss and tell with your daughter."
"So you've never encouraged her?"
"I encourage her all the time." I told her seeing a chance to try to get today out in the open. "Just today she was remarking she was too skinny and not as attractive as Kelly or other girls. I told her she is very attractive, and all women are beautiful and sexy in their way.
“When I came home she was at her desk and her back was to me. She had her feet up on the desk and there was porn on the lap top and she was playing with herself. I mean really going at it, moaning and didn't even know I was behind her."
“She was watching lesbian porn." Rachel pulled out something blue and her face turning red, she placed it on the table between us. My eyes widened at the sight of a balled up blue thong and Rachel continued, “She was masturbating with this, rubbing it between her legs."
"It's not hers." Rachel told me. "It belongs to Kelly."
"Let's not get into this." I told her, "If Mandy is curious you can't tell her she can't and make her feel like a freak, those days are over Rachel."
"I...I would never make her feel that way. But thing is she even says she's confused and not sure, which means she may not be. Right?"
"To make a long story short, Rachel decided that I should talk with Mandy
I pulled my eyes from the thong and looked at her as my fantasy played out in my mind. My pussy was so worked up I was beginning to rub my thighs together and I had to cross my arms to cover up my hard nipples which were threatening to poke through the white t-shirt I was wearing. Rachel said that she was going away for the weekend.
"Why don't you tell Mandy that I thought it would be fun if I came over and spent the weekend with her? It's been a long time since her and her aunty Karen spent time together."
Even as I said the words, I was torn. The first and I suppose correct, emotion was guilt; manipulating my best friend so I could have a chance to introduce her daughter to the finer points of the softer sex. But my lust to experience such a lovely young flower far exceeded any moral obligation I had to Rachel.
"So you want to talk to her?"
"Who better?" I spread my arms out, "I was her fifteen years ago and..."
"Well I'm going to head back over and see if Chinese is still an option."
I looked down and seeing the thong on the table, wanted nothing more than to keep it, but not wanting Rachel to think about it at some point, called out, "Hey, you forgot something."
Rachel looked over her shoulder and seeing me pointing at the table grunted, "Know what? Do me a favor and throw that damned thing out. I only took it because I didn't want her using it again." She frowned, "Never mind I will, that's kind of gross."
I watched her leave and once she had made it past the window I grabbed the thong and bringing it to my face inhaled deeply.
"Oh, God damn." I purred at the heavenly scent of Mandy's pussy.
*****
I looked up at the clock on the mantel and seeing it was now nine o clock rolled my eyes, It was obvious Mandy wasn't coming downstairs and if I were going to make my move I would have to go up to her room. I had come over before she had gotten out of work and had been waiting for her on the couch.
When she came in, looking scrumptious in the little black skirt and white blouse she wore for her waitressing job, I asked if she wanted to change and go grab some dinner. Looking and sounding subdued, Mandy had said she ate at work and wasn't up for going out.
I had changed into a pair of black boy shorts with lace trim and a matching black camisole that barely went down past my breasts, leaving my stomach bare. I put a short black robe on over it and my plan was to have the lights off, get her close to me on the couch and after bringing up the topic of her curiosity make my move.
But that was over an hour ago.
Rolling my eyes at my hesitation, I picked up the phone and this time called her. Mandy answered on the second ring and sounded wide awake.
"Hi Karen."
"Hey, honey, you coming down?"
"I don't think so.
"You know Mandy, you're being kind of rude. I came over to spend time with you and you're in your room ignoring me."
"No, you came over because Mom doesn't trust me over at Kelly's. I know she told you what happened and you're here to watch me for her. You haven't come over in a long time, so don't act like you're here cause you want to be."
I was taken aback, but before I could respond she sighed into my ear, "I...I'm sorry Karen, that was rude. I...I'm just kind of..."
"Upset and embarrassed and confused." I said, "Honey, why don't I come upstairs and
"I'll be up in a minute." I said and hung up without giving her a chance to respond.
Taking a deep breath I knocked then entered her room. Mandy was in bed sitting propped up on the pillows. It was warm in the room and she was on top of the sheets wearing a white tank top, that like mine left a good portion of her stomach visible and a pair of purple cotton panties.
My nipples immediately stiffened and I knew it would be obvious in the camisole, but I no longer cared. Mandy's head turned as soon as I came in and I watched her eyes closely and was rewarded by seeing them widen as she looked me up and down. Her dark eyes lingered on my legs before quickly looking away, but not before I saw her start to blush.
I walked slowly over to the bed and noticed she seemed to be making an effort not to look at me which in a way was even better.
"I know what you're here to talk about, Karen." She sighed, "You don't have to pretend, I saw my mom head over your house after she caught me."
"I'm not here to pretend honey," I said, "You're a woman and I'm going to treat you like one." I laughed, "I think the topic of conversation proves you're not a kid anymore."
"I...this is so embarrassing."
"Don't be embarassed." Sliding my arm around her shoulders, I pulled her closer to me. "Mandy, what you were doing is natural, not only did we all do it, we still do. And don't let her fool you; your mother does it too."
"But not to women."
"I do." I laughed, "It is okay." I told her, "Providing it's what you want." I paused before asking, "Mandy is that what you want? Do you want to be with women?"
"I...I think so, but I'm not sure."
"Okay, just between you and I, have you been with one?"
"No," she shook her head, "I haven't even kissed one. But...I'd really like to."
"One in particular I'll bet." I winked.
Mandy blushed, but answered, "Kelly's really pretty and I...I've been thinking about her a lot and sometimes I think she's thinking it too."
"Have you asked her?"
"No!" She exclaimed, "What if she's not? Then I look like an idiot! I..." she shook her head, "Never mind, you won't get it."
""Mandy I'm pretty sure you're going to prefer women. I think you know it too. And Kelly would be a good choice because you guys..."
"But she never has either and I'm not even positive she wants too."
"Well, like I said," I began, hoping to lead her further down my path. "It's a lot more open now, I bet you know other girls who have experience and maybe if you showed a little interest in them they would..."
I trailed off when Mandy frowned and said, "No. I know it sounds corny, but I want it to be special I want it to be somewhere where I'm comfortable and with someone who means something to me."
I didn't answer right away. Instead I savored Mandy's perfect answer and leaning into her started trailing my fingers lightly up and down her arm.
"Well it sounds like Kelly would be your best choice. I mean, assuming she's special to you."
Mandy looked down at my long red nails sliding along her arm, but didn't try to move.
"Well, I don't think I'm like in love with her, but we're good friends and care about each other and I know her so well I figure it would be comfortable..."
"So go ahead and try." I said, even though right now I wanted her to do anything but.
"What if she's not into me?"
"You might have to take that chance." I rested my hand on her forearm and lightly ran one finger across her stomach, just below the edge of her shirt. "I don't think that if she wasn't she would say anything to anyone else, things might just be weird."
I turned onto my side so that my breasts were now pressing against her arm and working my way down her arm pulled it from beneath her other arm and placed my hand over hers. Mandy looked down at my chest and when she looked up our faces were only inches apart. I resisted licking my lips at the sight of hers being so close to them and asked softly, "Is that the only reason? You just afraid she won't want too?"
Mandy swallowed and I could feel her hand trembling beneath mine.
'I..." she whispered, "I don't know what to do. I wouldn't even know where to start."
"You've watched plenty of videos." I pointed out, flattening my hand so my palm was pressing against her soft stomach. "Just do what they do in your favorite ones."
Mandy looked down at my hand and I could feel hers trembling beneath mine. But she made no attempt to move. Her small breasts rose and fell delightfully as she began to breathe heavier. At this point my own breathing was picking up and my heart was racing. Mandy seemed nervous, but not necessarily uncomfortable and I forced myself to patiently await her response to my leading question.
"Watching and doing are different." She gave me that shy smile that again forced me to hold back from tasting those sweet lips. "And my favorites wouldn't help much, I like the ones where an older woman shows a young girl how to..."
She trailed off and for the first time since I'd come in, her big brown eyes focused on mine. I felt her tense up next to me and as I calmly returned her stare she said softly, "Karen I..."
"You know," I interrupted, lifting her hand to my face, "That's funny because those are my favorites a well." I gently kissed the back of her hand and she gasped,
"You...Karen are you...."
"Mandy are you comfortable?" I squeezed her hand as I lowered it back to her stomach. "I would think you would be in your own bed."
"Yes." She said her voice barely audible as her eyes grew even bigger.
"And are you comfortable with me?"
Realizing this was it, I held my breath as she paused, then not only did I let my breath go, but a warm wet feeling was released between my legs when she answered, "I'm always comfortable around you."
Smiling, I let her hand go and leaning back ran it through her hair. "And you know I care about you don't you?"
"I..." she caught her breath as my hand slid up her stomach and beneath her tank top. I forced myself to stop just before I reached her breasts. "I care about you too."
"So then what could nicer than your first time being in your bed, with a woman who not only knows what she's doing, but would love to be good to you?"
"That...sounds nice." She breathed as I moved my hand just enough for the edge of it to touch the bottom of her left breast.
Leaning over, I brushed her hair away from her neck and placing my lips close to her ear, asked, "Mandy, honey, would you like me to kiss you?"
Mandy hesitated and as she looked away, I thought that would be the end, her next words would be something about her mother or that it wouldn't be right. But to my delight, her eyes turned back to me and she whispered, "Yes, please."
Sliding my hand through her hair, I cupped the back of her head, and gently easing her towards me, lowered my face to hers. Mandy released a nervous giggle and I could feel my pussy getting wetter. She closed her eyes and parted her lips. I paused just long enough to savor the sweet innocence of that pose, then placed my lips to hers and began the process of stripping her of that innocence.
Mandy released a tiny whimper when my lips pressed against hers and I was aware of a sound of pleasure emanating from mine as well. Her lips were even softer than they appeared and exerting what was close to being my last bit of control I lightly teased my lips across them, resisting the desire to kiss her much harder. My holding back paid off immediately as Mandy came to me, pressing her lips more firmly against me.
"Hmm-mm" I encouraged as I parted my lips to capture hers.
I worked my mouth side to side, still going slowly and teasingly sliding them from hers each time she tried to hold them to hers. As our kiss deepened my hand edged up further and I began caressing her soft skin. The edge of my hand rubbed along the bottom of her breasts and she moaned softly in her throat.
I stopped moving my lips and growing bolder, Mandy began kissing me harder. I opened my mouth wider and driving my tongue into her mouth moaned at the sound of her startled squeal.
Mandy didn't pull back however, and I purred as I felt her soft wet tongue begin to slide across mine. I sighed as our tongues slowly danced across each other and after a moment eased my mouth from hers.
"Wow," she said, breathing hard, "That was...oh."
Mandy moaned when I buried my face in her hair. My lips found the soft creamy skin of her neck and began to suck gently on it. She let her head fall back, giving me better access to her smooth skin and moving my hand higher, I gently cupped her small breast. I felt her tense up and placing my lips to her ear, I asked, "Can I see them?"
Mandy's answer was another of those precious whimpers as I had quickly gone back to kissing her neck as I gently fondled her small firm breast.
"I...I...guess." She said quietly.
I sat up and looked down at her "How about I show you first?"
Without waiting for an answer, I removed my hand from beneath her shirt and grabbing the bottom of my camisole began pulling it up. Mandy's eyes were wide and focused on my chest and my pussy throbbed at the look of anticipation on her face. My gaze dropped to see her now erect nipples poking through her shirt and my heart raced at the thought she would soon be topless. I teasingly lifted the top just high enough to expose the curve of my breasts and asked, "You want to see them?"
"Oh, yes." Mandy nodded, sending another thrill through me.
"But you already did, earlier today, remember?"
"From a distance." She said, her eyes fixed on my hands. "And … I thought about them all night at work." She pushed her lips into a pout, "Karen, please don't tease me."
Oh, how hot was that? I quickly stripped my top off and tossing it to the side, saw Mandy's pink tongue slide across her lips at the sight of my hard, dark nipples.
"Oh my god, they're....wow." she shook her head, "They're beautiful."
She lifted her hand from her lap then began to lower it. I took her wrists in my hands and brought her to my nipples.
"Go ahead honey," I told her as I placed her palms over my nipples

"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 her 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, 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 slid them up, grabbing 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.
"You...do you like them?"
"Oh, they're perfect," I whispered and using my thumbs began caressing he swollen nipples.
"Oh, that feels so good!" she whispered, 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."
Mandy placed her hands over my tits and ran her fingers over my nipples, I leaned forward, pressing my hard nipples against hers. I began to move side to side and we both sighed as our swollen nipples rubbed across each other. Mandy caught me by surprise by leaning over, her eyes closed as her lips sought 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 dreamed about."
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 nipple 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 I slid my hand down and began to stroke 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 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 rubbed 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!"
"Just relax" 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 against my hand. She was no longer sucking my nipple, and I could feel her hot breath on it as she gasped while my fingers teased her 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. Breaking our kiss she whined, "Oh, Karen, please make me come!"
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."
Mandy fell back onto the pillows and keeping my hand between her legs; I leaned over her and worked over 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, "You’ve become naughty haven't you?"
"I want you to fuck me!" she whimpered as I began swirling my tongue faster around her hard flesh.
I began tonguing her other nipple, 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 Mandy 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 adding more friction to my pussy. But I was the one who needed to show some patience tonight. Removing her precious nipple from my mouth, I whispered, "Let's take these panties off, they're in the way, no?"
"I can't wait to taste you! But I can't until...."
I stopped speaking and laughed when Mandy quickly 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 juicing pussy. 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 glistened as it peeked 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 being naughty?" Mandy 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, then spread her legs open and eased them down to the bed. My eyes were still locked onto her seeping pussy and the fact she was less than half my age, sent another thrill through me. I had always been with women my age and having a young girl naked in front of me made me pretty sure I was going to expand my preferred age group!
"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 panties and made a show of shimmying them down my thighs. When my ass was exposed, I bent over 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.
"Do you like?"
"Karen, you're.... gorgeous" she paused then whispered, "And so hot!"
I laughed and putting my hands on the bed looked her in the eye, "And now Mandy, I’m going to fuck you."
I climbed up onto the bed I began to slowly slither 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 I slipped my left leg over hers and straddled it and moaned at the feeling of my hot wet pussy sliding along her soft leg.
Mandy's chest was heaving and a sheen of perspiration evidenced her arousal. 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 shook my head 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 come was like nothing I'd ever seen. 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 go down on me"
"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.
I worked my way back down running my tongue hard against her stomach and trailed it down as I made my way towards her pussy. I moaned as I slid along her leg so her knee was now against my pussy as I was looking at her pussy. She was freely oozing juice now. I placed my hands on her soft thighs and spread them wide; her pussy lips opened, inviting me to her pink folds open, now inches from my face.
This sight and the intoxicating scent of Mandy's pussy was so erotic, all I felt was pure lust. 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. Spreading her lips wider I went down on her. My tongue worked its way up and down her slit as my finger toyed with her clit.
"Oh, Karen!"
Mandy cried out as my tongue sank deep into her hot flesh and started swirling around inside her. 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 against her knee.
I could feel my legs starting to tremble as I felt my orgasm beginning to roll through me. I had no doubt I was going to come on Mandy's knee within minutes. I wanted Mandy to come with me. I focused my mouth on her clit and wet to fingers and slowly slipped them inside her pussy. I could feel her pussy walls close around them. Mandy released a long groan and wrapped my hair in her hands.
My fingers went deeper. "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 erect 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.
My tongue found her clit and after tracing a slow circle around it, I took took it between my lips.
"Oh my god!" Mandy moaned as I began sucking gently on it.
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. I could feel my orgasm now 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 come."
Mandy gasped and her hips lifted higher than before and stayed there. I could feel her thighs shaking violently against my shoulders.
'Oh yes!" Mandy cried out as her pussy convulsed around my fingers.
I smiled 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. I had no doubt that this was the hardest she had ever come.
"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. 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.
“Do you want to come all over my leg?”
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 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,
Mandy asked, "Did you come?"
"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 come, you know, like you did me."
"Oh, are you saying you want to go down on me?" I asked with a laugh.
"Can I?" she asked, her brown eyes wide again.
My answer was to roll over onto my back. I motioned to her to join me. Mandy gave me another of those pussy warming looks and rolled over on top of me. I grabbed the back of her head and pulled her down into a long hard kiss. I slipped my tongue into 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 slid down the bed. As I had done, she 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.
Mandy leaned forward and my hips twitched as her tongue began to work over my pussy. Just as she removed her lips, I felt her tongue dart out across my clit. She leaned back and licked her lips, leaned in again; this time her tongue boldly traced a circle around my erect clit as her finger started rubbing up and down between my lips.

I moaned softly and started sliding my foot back and forth, causing my knee to rub across her sopping wet pussy. Mandy groaned and I saw her ass begin moving back and forth as she started rocking along my leg. Her tongue circled my clit once more before sliding down and slipping inside me. I cried out at the feeling of her tongue moving around inside my pussy and even more erotic was seeing her face between my legs.
The sight of those eyes along with her cheeks glistening from my pussy caused me to start rocking my hips in anticipation of coming in that beautiful face,
"Put your fingers inside," I told her as I slid my hands down and started rubbing her soft back, "Fuck me with them."
"Oh just like that!" I groaned as she immediately plunged two of her slender fingers inside me.
Mandy started thrusting her fingers in and out and without being told her mouth found my clit and started working it over. My hands left her shoulders and as she watched, I began teasing my nipples. As she stared, her tongue continued to excite my clit.
I could feel another orgasm building. Mandy’s tongue was moving in faster circles, and I began breathing heavier. Then Mandy began to play me, her tongue left my clit, or she slowed up, or started trying to lick in the other direction. Each time she did, it moved me away from my orgasm, but I didn't complain. I just lay there moaning softly and enjoyed having Mandy between my legs, teasing me.
Her pussy was moving faster along my thigh, and I could feel her breathing harder into my pussy. I started moving my hips in slow circles, matching the motion of her tongue. I was getting close, when she stopped again and speaking softly, I told her, "Just suck on it, in and out, nice and hard, you won't hurt me okay?"
"O...okay." She nodded, then pouted, "S...sorry I'm not very good at it."
"Oh" I told her, "I'm right there and we have all night! Just make me come again."
"All night?" her eyes widened and she smiled, "I...I was thinking all weekend."
Mandy took my clit between her soft full lips and began sucking hard and fast
I started to play with my nipples squeezing them hard and twisting them back and forth as I pumped my hips into Mandy's slender fingers. I was erotically engrossed by the sight of Mandy's between my thighs, her mouth fastened to my pussy. Better yet were her closed eyes and the small sounds of pleasure emanating from her as she worked over my pussy.
“Mandy, I’m getting close.”
She started sucking even harder and my hips were now off the bed, my back arching as my orgasm washed over me. I thrust my pussy hard into her fingers, threw my head back and gasped as I came. Startled, Mandy pulled away from my pussy. Moving quickly, I grabbed her hair and roughly shoved her face back between my legs, while hooking my right leg around her shoulders.
My left was pinned between hers, but I was able to hold her mouth to my clit as my hips bucked and I released several loud gasps as my pussy convulsed in her face. To her credit, Mandy continued to suck as my body writhed at the mercy of an even stronger orgasm than before. I cried out as another powerful wave flowed through me, then dropped my leg down as my body collapsed back onto the bed.
Mandy looked up and with a pout started rubbing her pussy on my leg.
After a few moments I sat up and eased Mandy onto her back. Sliding my leg from beneath her I got on my knees between her legs and slipped two fingers into her pussy, pressed my thumb to her clit and started rubbing hard and fast.
'Fuck!" Mandy yelled as this time I wasn't being slow and gentle but was all but attacking her young pussy. She didn't seem to mind as she lay back, moaning and gasping as my fingers worked her pussy and flicked her swollen clit. Mandy's mouth was wide open and as she moaned and squirmed, her hands found her nipples.
Her eyes were closed and her sweat soaked hair was now sticking to her face. Her hips were thrusting against my hand.
"I...yes, yes..." she was gasping, "I...oh my god!" she moaned.
Mandy's pussy tightened around my fingers and she cried out loudly as her pussy convulsed around my fingers. I cried out as well as a stream of sticky fluid squirted from her pussy and up my arm. A second squirt of her hot fluid splattered on my stomach and Mandy was bucking wildly beneath me as my fingers continued to work the inside of her pussy. I pressed my fingers against her clit and rubbed it in circles until I was rewarded with another stream of come. Mandy released a loud whimper and begged, "Please...please stop!"
I eased my fingers from inside her and as she watched, panting, sucked my fingers into my mouth.
'I...oh, wow." She laughed, "I never came like that before."
I lay down on my side next to her. Kissing her cheek, I remembered her mother's words and with a laugh said, "Welcome to the club!"
Mandy gave me a tired laugh and with a satisfied sigh, closed her eyes as she said, "That was so much better than I thought it would be."
We lay there silently for a few minutes, then as much as I hated to kill the mood, I began, "This was amazing, but we...you know, shouldn't all the time. You know with your..."
"Mom, I know." She opened her eyes and turned to look at me. "But...uh, maybe sometimes?"
"We'll see." I told her, even though I knew we would do this again.