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The Sleep Over
by Tater Tot (no address provided)

***

A first time lesbian story about two teens learning from 
an older aunt. (Ff, ped, inc, 1st-lesbian-expr, oral)

***

It all started during a sleep over at Tia’s house back 
in the 70s, when her mom went on a summer trip and her 
aunt Jen agreed to stay with Tia while they were gone. 
Her aunt Jennifer was twenty-three, only ten years older 
than us, and she was really pretty. Tia looked a lot 
like her mom, a little taller than me, dark-haired and 
dark-eyed, but only now showing a hint of the full 
breasts her mom had. 

I was a shorter blonde and blue, but with smaller 
breasts, and not happy about it. Tia had an A or B cup 
already, and since her mom was close to a D she could 
expect the same. Her Aunt Jen looked somewhat like them, 
but really hot. She wasn’t skinny like a model, but in 
great shape and she always dressed to show it off. 

She was wearing a light blouse tonight that showed her 
cleavage, and a skirt and that showed her ass really 
well. Tia and I were in sleep shirts and panties as we 
all watched a movie, lying on the floor while Jenny sat 
on the couch above us.

The movie, a comedy, showed a scene where a teenage boy 
was trying to make out with a girl, both of them 
probably a couple of years older than Tia and my 
thirteen, and it was a slapstick of bumped noses, 
slobbering, and goofiness. Tia made a raspberry "phhht!" 
noise and said, “They make it seem funny, but I bet 
that’s how it really is. Cindy Marko said she made out 
with Trevor and he pretty much just slobbered on her”

I looked up and back when Jenny laughed to see her eyes 
sparkling with laughter as she looked down at me and 
Tia. Tia turned slightly to match me and stuck her 
tongue out at Jenny before saying “So what, it was all 
loving and perfect your first time?”

That got another laugh from Jenny before she said, 
“Well, it wasn’t like that” her hand waving at the 
screen where the boy had just bumped his head on the 
girl’s nose “I had to show him a lot, but it was pretty 
nice overall.”

“Show him?” I asked, confused about how you could show a 
boy how to kiss

Jenny chuckled, her eyes sort of distant as she seemed 
to be remembering things, and said “Yeah, boys that age 
are pretty bad, and they get embarrassed really easily. 
You have to guide them a little, at least at first”

“Oh, and I suppose you were just born a sex expert?” Tia 
asked disdainfully, then giggled as she realized what 
she had said. Jenny and I both laughed at the sound of 
her giggles and I said “You’re not? Oh Tia, all the rest 
of us girls were”

Tia crossed her eyes at me, something I’ve always wanted 
to be able to do, and said, “Uh-huh. The only thing 
you’ve ever kissed is a frog, and he probably stayed a 
frog.” 

We laughed and poked each other a couple of times before 
settling back to watch the movie some more. When two 
boys in the movie were talking about the one’s make out 
session, they talked about getting to first or second 
base, something that had always confused me, so I said, 
“What are the bases? I’ve heard that like a million 
times, but no one has ever said what it is.”

That got Tia to prop her head up on her left arm and 
face me to say, “Well, everyone knows a home run is, you 
know, going all the way.” When she didn’t add anything I 
rolled my eyes and copied her pose before saying, “Duh, 
so what is first base?”

We both looked at each other for a second, then back at 
Jenny. She laughed at the way we were eyeing her and 
said, “First base is kissing and letting the guy feel 
your breasts.”

“Uh-huh,” Tia said, “and...?”

“I don’t think your mom was wanting me to give you the 
sex speech,” Jenny said with another laugh.

Tia waved a hand dismissively and said “Had it already, 
but that was all...” her face got a serious expression 
as she copied her mom “and the boy will put his penis in 
your vagina to make a baby” The tone and expression 
caused me to collapse in laughter so hard that I got a 
little choked. Jenny was laughing with me, but Tia just 
smiled and said, “So, give us the good stuff.”

I could tell Jenny found us funny, but she finally 
shrugged and said “Ok. So first base is kissing and 
breasts. Second base is touching below the waist” she 
waved her eyebrows at us and said with sly smile “which 
generally just means a hand job for the guy” She paused 
as we considered that, and I could tell that Tia was 
trying to picture the same thing I was. Jenny laughed 
again and said, “You do know what a hand job is, right?” 
When Tia and I exchanged a look and a shrug, Jenny 
laughed again and said, “you stroke his cock until he 
comes.” 

The words kind of shocked me, this being the first time 
an adult had ever said cock where I could hear it. Tia 
was blinking in surprise, but she just said, “That... 
isn’t that kind of... gross?”

“Messy,” Jenny said, “but it’s not like you won’t be 
getting cum on you every time you have sex.”

“Oh,” I said slowly, then added, “that doesn’t sound 
like much fun for m... us. 

“Well, it goes both ways,” Jenny said, lying sideways on 
the couch, her head propped up like ours were, “a guy 
can use his hands to make you cum too.”

I saw Tia lick her lips as her eyes squinted in thought, 
but she just said, “So third base?”

“Oral,” Jenny said with a leer, than a laugh at our 
expressions. “So if you thought a hand job was gross, 
you’ll have some issues when he cums in your mouth”

Her words were a little shocking to me, vulgar in a way 
I hadn’t expected. I didn’t react to them though because 
this was the first time anyone had ever seriously 
explained stuff and I didn’t want to miss it.

“In your mouth?” I mumbled, making a face at the image 
that brought up. Jenny giggled, sounding a lot like Tia, 
and said “Best get used to that idea girl, your 
boyfriend or husband will want you to do that a lot”

“Really?” Tia said doubtfully.

“Really,” Jenny answered with a shrug, “especially when 
you’re married. Guys my age will want to have sex a 
couple of times a day, so you either bend over a lot or 
get used to sucking him off.”

Wow. Talk about getting the real deal. I was looking 
back at where Jenny was looking at us, watching her 
expression as she looked at us. She seemed to find the 
whole thing funny, but I didn’t think she was messing 
with us.

“And they do that to us?” Tia asked doubtfully again. 
She seemed to be having trouble grasping the whole 
concept. I had to admit I couldn’t picture how a guy 
would do that to a girl, so looked hopefully at Jenny.

She grinned at me before saying, “You bet your bippy,” 
and giggling “best thing since sliced bread girls. 
Technical term is cunnilingus, but just means using your 
tongue and mouth on a girl’s pussy.”

I gasped at the curse word, but blushed when Jenny 
rolled her eyes at me and said, “Cock or dick, pussy or 
cunt. I know you’re taught those are bad words, but when 
you’re having sex you won’t be calling them penises or 
vaginas.”

“Oh,” I mumbled. I never considered you would use swear 
words while having sex.

“You already know what the home run is,” Jenny said with 
a shrug, “outside of those, you’ll hear of a grand slam 
or going to the dugout. Both of them mean anal sex.”

“What?” Tia said, sitting up in shock. Jenny laughed 
really hard, with me following a second later at the 
funny expression on Tia’s face, “In your... your butt?” 
Tia yelled.

When Jenny stopped laughing she said, “Yep, in... 
your... butt,” she seemed to find the whole thing 
hilarious, breaking down in laughter again at our 
expression.

“Ewww,” I muttered, making a face at the thought. Jenny 
waved a hand, and after getting control of her laughter, 
said, “No, no, it’s not what you’re thinking. It can be 
a lot of fun if you’re clean and careful.

Tia and I exchanged looks as we both realized Jenny was 
saying she had done that before. A boy had put his... 
thing in her... butt. I made a face at the thought, but 
the picture in my mind was kind of... titillating. I had 
read the word last week and had liked the sound of it.

We all sat quietly for a time, Jenny sort of watching 
the movie, me and Tia in deep thought at the new ideas, 
until Tia said “You said you have to teach the boy, so 
how do we know what to do?”

“Umm,” Jenny said slowly, sitting up again as she 
grimaced and sort of studied the two of us. She finally 
shrugged and said “This is private stuff, so you can’t 
tell anyone, ok?” She gave both of us stern looks until 
I nodded and said, “Sure, I won’t tell anyone” at the 
same time Tia said “Secret. Cross my heart.”

Jenny hesitated a little longer, then shrugged again and 
said, “You practice with your girlfriends.”

I blinked in surprise, then looked at Tia doubtfully to 
see her doing the same to me. We both shrugged and 
looked back at Jenny as Tia said, “What?”

Jenny rolled her eyes again and said, “Take turns 
pretending to be the boy, and practice what you’ll be 
doing.” Her eyes were sparkling a little, and I wondered 
if she was playing a joke on us, but she must have 
realized it and said, “Seriously. Girls do this, guys 
don’t. Probably every girl in forever has practiced with 
her friends to learn how.”

“Oh,” Tia muttered as she sat up to face Jenny, causing 
me to do the same. 

“You did this?” I asked slowly. Jenny nodded and said, 
“Tara and Missy when I was your age. We would have 
sleepovers and stuff, and practice the bases. Tara’s big 
sister taught us how boys think and what they do.”

“She did?” Tia asked, but it seemed reflexive rather 
than a serious question. Tia was deep in thought about 
something and she kept glancing at me. Of course I 
probably looked the same as I tried to picture kissing 
her and realizing it might be nice.

“Yep,” Jenny said with a shrug “Guys are really 
different about sex. You have to be careful sometimes 
because the more excited they get the more aggressive 
they are. A lot of girls get raped their first time when 
the guy won’t stop.”

“Oh,” Tia said again. Jenny nodded and said, “So you 
need to know how to handle it. How to keep it from 
turning from sex to violence.”

“Ok,” I mumbled as I considered what she said. Mom had 
said something about that, but she had been sort of 
embarrassed and it had been hard to understand.

“So how do you do it?” Tia asked, pulling out of her 
fugue and looking at Jenny with interest.

Jenny slid off the couch and crossed her legs facing us, 
matching our pose before saying, “Start simple. Kissing 
and Frenching at first, since that will be where you 
start.”

Tia and I sat staring at Jenny until she giggled and 
leaned forward to press her lips against mine. I made a 
squeaking noise but didn’t move as her lips gently 
touched mine, then made small kissing motions. After a 
couple of seconds she sat back up and said with a smile, 
“See, simple,” she nodded at Tia and said, “Now you do 
that to Tia.” 

Tia and I looked at each other doubtfully, but I finally 
leaned in slowly, and when she leaned my way slightly, 
finally touched my lips to hers. She made a soft sound, 
but held still as I made the light kissing motions Jenny 
had. I think we did it a little longer than Jenny had, 
and I was flushed when I sat back, but Tia’s eyes were 
bright and she was smiling at the end. She looked at 
jenny, and when Jenny leaned in, leaned in to press her 
lips against her Aunts. 

It was... exciting to watch them. They looked a lot 
alike, long brown hair, same basic face, and it was kind 
of like a mirror as they kissed. I licked my lips as I 
watched their lips move against each others, and was 
already leaning in slightly when they finished and Jenny 
faced me. She grinned and moved her mouth against mine 
and began kissing me again. She was a little more 
forceful this time, her lips kind of pressing harder, 
and I made an eeep sound when her tongue moved across my 
lips. She giggled as she leaned back, watching as I sort 
of hung there with my eyes closed for a second. 

I blushed when I sat back, but Tia kind of made an 
impatient noise and leaned toward me. I did like Jenny 
and kissed a little harder, but immediately ran my 
tongue along Tia’s lips, getting the same kind of noise 
from her. She kept kissing me as my tongue made little 
butterfly kisses along her lips. We eventually stopped 
when Jenny made a throat clearing noise, both of us 
sitting back, both of us panting slightly.

“Not so hard, right?” Jenny said with a chuckle. She was 
a little flushed herself and I couldn’t help but notice 
that her nipples were pushing out as much as mine and 
Tia’s were. She grinned when she caught my glance down 
but just said, “The next part is full on French kissing. 
I’ll show you this and we’ll do around once before I’ll 
explain why it rates its own base.” 

When she leaned into me this time she brought her hand 
up to cup my face as we began kissing. When her tongue 
came out though, she didn’t stop at my lips, instead she 
sort of slipped it between them and into my mouth. I 
stiffened in place and she held my head still as her 
tongue sort of thrust in and out once before staying 
inside and flicking along my tongue and teeth. 

I found myself moaning softly by the time we separated 
and stayed in place with my eyes closed for a second 
longer. I blushed at Tia’s look, but leaned toward her, 
bringing my hand up like Jenny had done. I was hesitant 
at first, but finally pushed my tongue into Tia’s mouth, 
getting a shocked sound from her as I held her in place 
like Jenny had me. 

Tia didn’t pull away as I pushed my tongue in again and 
began moving it around some. In my mind I thought “I’m 
penetrating her”, which sent a huge surge of excitement 
through me. Tia actually began grunting slightly in time 
with my tongue movements, and we would probably have 
been there all night if Jenny hadn’t touched my arm and 
broke us up. 

Tia’s eyes were half-lidded and her pupils were huge as 
we separated and both turned to face Jenny. Jenny 
giggled at us and said, “So you see why this kicks it up 
a notch. You’re not playing any more when you get to 
this level, so a guy will think you are wanting sex if 
you start doing this with him,” she got serious as she 
gave us both hard looks and added “so don’t start unless 
you’re willing to go farther. The harder a guy gets, the 
rougher he gets, so unless you’re going to give him some 
relief, you might find him forcing you.”

“I’ve seen older kids doing this at school,” I said.

Jenny nodded as she said, “In public, yeah, but in 
private you have to be a lot more careful.”

“Why is this different?” Tia asked softly, then blushed 
a little and said, “I mean, I know it is, but... but 
why?”

“A couple of reasons,” Jenny said, “It’s kind of a 
metaphor for intercourse, in that the guy is pushing 
inside you,” she grinned at our blushes, then said, “and 
it’s kind of a dominating thing depending on how you are 
doing it,” at my confused look she slid between Tia and 
I and waved me to lie back. I did, kind of hesitantly 
until I was looking up at her propped above me. 

“I’m the guy,” Jenny said, looking between Tia and I “so 
watch how I control what we do” She leaned down, her 
left elbow propping her up, her right hand coming down 
to cup my cheek as she kissed me again. Her lips pressed 
in prior to her tongue thrusting into my mouth as her 
right hand held my head in place. She opened her mouth 
wider, sort of capturing mine and forcing my own mouth 
open a little as her tongue... used me. She did this for 
a minute before I realized I was moaning loudly and her 
right hand was no longer on my face. It was cupping my 
right breast, squeezing and fondling me. 

The intensity of my feelings was... confusing. I didn’t 
want to do anything to stop her from doing what she was 
doing, stop the feelings she was bringing out as her 
hand seemed to be sending tingles from my chest to my 
groin. I was about to do... something when she leaned 
back up. When I finally opened my eyes she was sitting 
cross legged again as she and Tia were looking down at 
me. I could feel a dampness from my groin as I struggled 
to sit up, blushing at Tia’s fascinated gaze.

“So you see?” Jenny said with a laugh, “you use the kiss 
as a combination of enticement and distraction” she 
grinned at me and asked, “Did you notice I had moved my 
hand down to your breast?”

I shook my head no, still kind of futzed out. Tia was 
still staring at me, so I rolled my eyes at her and 
said, “It’s distracting ok.”

“Uh-huh,” Tia said with a grin.

Jenny looked up at the clock then and said “After ten 
girls, so we need to be calling it a night. You can 
practice that if you want, and if you want to know more 
ask me tomorrow,” she hopped up and began straightening 
the living room and turning things off as Tia and I got 
up. 

We didn’t say anything until we had gotten to Tia’s room 
and slid under the covers. She turned the lights off and 
slid down to lay back before saying, “Show me.”

I couldn’t see her, but slid over until my chest touched 
her shoulder, then put my hand down until I found her 
cheek. Cupping it, I brought my lips down and gently 
kissed her. Her hand came up to hold my shoulder as I 
kissed lightly for a moment, then remembered how jenny 
had done it. Holding her head tighter I thrust my tongue 
in and opened my mouth, drawing a grunt from her. 

In my mind I was using my tongue to have sex with her, 
and it took a moment before I thought to move my hand 
down. She was making soft noises as our mouths moved 
against each other and my tongue seemed to want to taste 
every part of her mouth. I groaned softly as my hand 
reached her breast and I cupped it softly. 

She didn’t react as I pressed against it, feeling her 
hard nipple against my palm as I began pressing in and 
fondling her. We did that for a while until I realized 
she was making rhythmic grunting noises and her whole 
body was moving as her hips kind of pushed up and down.

“God,” she groaned as I pulled back, both of us panting 
as if we were short of breath. “God” she mumbled again 
before saying, “That... that was... nice.”

“Yeah,” I muttered as I laid down next to her, my whole 
body tingling with excitement, and my groin throbbing. 
It made me want to climb on her and rub my vagina 
against her leg until... something.

I didn’t though, and I think we both laid there awake 
for quite a while before falling asleep.

***

I was sort of embarrassed in the morning, but Tia just 
grinned and slapped my butt to get me moving. She got a 
shower before me, and I couldn’t help watching as she 
dried off, naked, before getting dressed. She caught me 
looking, but didn’t say or do anything, and she did the 
same when I came out to get dressed myself. 

We looked a lot alike, but her pubic hair was darker 
than mine, the brown hairs showing up clearly against 
her skin, while my blonde pubic hairs seemed to be just 
a downy covering. We both put on swim suits with shorts 
over it since we planned to spend the day at Tia’s pool.

Jenny had bagels and cereal when we got to the kitchen, 
and she was wearing running shorts and a t-shirt, as she 
smiled at us. I was still kind of embarrassed, but Tia 
just said to Jenny, “That was really cool. It was just 
like you said, I didn’t even notice her hand on my tit 
until it was over.”

That got a choked laugh out of me as Jenny giggled and 
said, “There you go, that’s why it’s easy to find 
yourself going farther than you planned when you make 
out.”

We ate quietly for a time, then Tia said, “So what do 
you do?” When Jenny and I looked at her in confusion, 
Tia waved a hand and said in exasperation, as if it were 
out fault we didn’t understand her, “when he gets pushy 
I mean. You said they get aggressive when their horny, 
but won’t that be every time you do that?”

“Pretty much,” Jenny said with a nod, “so you have to 
know in advance what you are willing to do if you start 
something like that” she took a bite of bagel and chewed 
while she thought, then said, “there’s a couple of 
things you can do at first that keep things in control, 
but the more you do, the more they want.”

“Like what?” I asked.

“Hand Job,” Jenny said with a shrug, “and there’s a way 
of rubbing him that does the same thing. Eventually 
giving head, but you want that to go both ways or you’ll 
always be doing it for him.”

“Um...what?” I asked, confused by the listing of things.

Jenny grabbed her dishes and carried them to the 
dishwasher as she said “It needs to be about you to 
Mary, so you need to make sure he takes care of your 
needs,” she looked at us and said “I have class until 
noon, so you two stay out of trouble” she looked at me 
and said “check in with your mom. You can stay again if 
you want but I’ll want to call her this afternoon to get 
contact numbers and stuff.”

Jenny laughed at our expectant faces when we finished 
cleaning up the pizza leftovers and said, “What?”

Tia rolled her eyes and said, “What’s next?”

That got a full out laugh from Jenny as we all went in 
to the living room and she sat on the couch as we 
flopped to the floor in front of her. She smiled down at 
us and said “Second base?” At our nods she said looked 
thoughtful and squinted at us for a time, then said, 
“Ok, let me get something and I’ll want to dress like a 
guy for this.” 

Tia and I exchanged confused looks as Jenny headed 
upstairs. It was about ten minutes later that she came 
back down wearing jeans and a t-shirt. I blinked in 
confusion at the obvious bulge in the front of the 
jeans, but Jenny just laughed and sat on the couch 
again. It was really weird watching her adjust the bulge 
in her pants, just like I had seen guys do in class.

She looked down at us and said, “So, I’m your boyfriend 
and you’re going to make out with me somewhere private, 
right?” at our nods she said “so this date you’ve 
decided to go to second base, but you need to control 
things enough so he doesn’t get to carried away,” she 
waved a hand at the floor and said, “what I did last 
night put me in control, something you want to avoid in 
this situation. If you are lying below him, you’ll be in 
a bad spot if he pushes for more.” 

She waved me forward, so I stood up and stepped closer. 
She gestured for Tia to sit beside her, then pulled me 
down to straddle her lap, with me kneeling astride her. 
I licked my dry lips as I realized I could feel the hard 
bulge in her jeans rubbing against my groin.

Jenny put her hands on my arms as she looked between Tia 
and I and said “You want to try to get a position like 
this so you control what is happening.” She looked up 
slightly, though I was short enough not to really be 
above her, and put her hand up to pull my face down to 
hers. She kissed me lightly for a while, then got a 
little more aggressive. When she put an arm over and 
around my shoulders, it pulled me tighter against her 
and I put my hands around her as she began kissing me 
deeply. 

I’m not sure how long that went on, but at one point I 
realized her right hand was squeezing my ass cheek 
before it moved up to cup my breast again. I was panting 
and moaning by the time she took her arm off my shoulder 
and sort of guided me up. Her other hand stayed on my 
breast as I opened my eyes and panted down at her.

Tia was staring at me, her excitement obvious as jenny 
said, “Ok, you’ve been making out for a while and you’re 
both pretty horny. You need to take control of things 
here or he will” she moved her hands to grasp my hips on 
each side as she said “What we’ll do now is basically 
dry humping, sort of a hand job without taking his cock 
out.”

She looked up at me and said, “Put your hands on his 
shoulders or face and began rubbing you pussy against 
his cock. As he gets more excited his hands will begin 
moving over you and pulling you down. Let him control 
your movements if he wants.”

When she kind of tugged on me, I leaned down and cupped 
her face with both hands as we kissed again. Her hands 
came up to grab my breasts as I let her begin thrusting 
her tongue in my mouth. I pushed down with my hips and 
pressed my pussy hard against her cock, then sort of 
ground upwards along its length. God it felt so good. 
Her hands were squeezing my breasts and tweaking my 
nipples as I began riding her. 

Her hands dropped down to grab my t-shirt, then drew it 
up and off, only disturbing me for a second as I ducked 
out of it and went back to kissing her. I groaned loudly 
as her hands cupped my bare breasts, and I threw my head 
back and moaned really loudly when she moved her mouth 
and sucked in one of my nipples. I was sort of bouncing 
up and down, forward and back in response to commands 
from her hands on my hips as her mouth suckled back and 
forth across my breasts. 

I had never orgasmed before, but I knew it would be 
something I wanted to do a lot as I came for the first 
time. My pussy was grinding down against her cock when a 
sharp spike of... something shot from my pussy to my 
breast to my head. It was like I was shocked, but 
instead of lightning it was a bolt of... happiness. 

I made a sort of squealing noise as I pressed down hard 
and wrapped my arms around her head, keeping her mouth 
tight against my right breast. It went on for quite a 
while, causing me to press down, moan loudly, relax, 
then do it again. When it was over I sort of sagged 
against Jenny, my head sort of flopping on her shoulder 
as she held me in place.

“Wow,” Tia muttered beside me, but I couldn’t gather the 
energy to look at her, much less move my head. Jenny 
stroked my back softly until I got enough strength to 
sit up, then slide off to her right. 

“God,” I mumbled, my eyes still half closed as I sagged 
against Jenny’s shoulder. Jenny chuckled and said, “I 
have to go with wow on that one. That was pretty 
awesome.”

I was sitting against her wearing only my panties, the 
front of which were soaked, with both jenny and Tia 
watching me. I eventually got it together enough to feel 
embarrassed, so I grabbed my t-shirt and pulled it on 
before saying, “I like that.”

“Yeah, we kind of got that,” Tia said with a laugh 
before looking between me and Jenny, a hopeful 
expression on her face. Jenny laughed before saying “So 
that was second base. If I was really a guy I would have 
creamed my pants, probably before you came, but you can 
see how it left you in control,” she laughed and added 
“sort of” Looking at Tia she said “I’ll show you another 
version, one for when you trust the guy.”

Tia’s eyes were gleaming as Jenny got up and waved Tia 
down on the floor. Jenny’s jeans were damp in the front 
from where I had been rubbing her, getting me to blush a 
little as I realized the dampness was my cum.

Jenny laid out alongside Tia like she had done last 
night and they began kissing. I watched as they kissed 
for a time, then Jenny began fondling Tia’s breasts, 
eventually sliding her t-shirt up to expose them. She 
didn’t pull it off, just pushed it out of the way as she 
leaned down to begin sucking and licking Tia’s small 
breasts. Tia’s eyes were closed and her head was arched 
back as she moaned and sighed. 

I blinked in surprise when Jenny went back to kissing 
Tia, but Jenny’s hand began sliding down Tia’s belly and 
into her panties. I gasped when I realized Jenny was 
touching Tia’s pussy. Tia let out a really loud sound, 
sort of a cross between a squeak and a moan. Jenny’s 
hand didn’t seem to be moving much, but Tia was 
beginning to sort of undulate and thrash around as she 
made loud noises into Jenny’s mouth. 

I was getting wet again as I watched jenny finger Tia 
while they kissed. Tia’s whole body began thrusting up 
and back after about five minutes as Jenny’s hand began 
to make more obvious motions in Tia’s panties. Tia’s 
orgasm was as obvious as mine had been as I watched Tia 
begin tensing up more and more, her hips sort of pushing 
upward until she was sort of arched up. 

She let out a soft, muffled scream and her whole body 
whiplashed, hitting the floor, then rising again as 
Jenny held her down and kept her hand on Tia’s pussy. 
Their lips parted and Tia let out a loud scream as she 
thrashed once more and I could see Tia’s panties 
actually begin soaking through. I licked my own lips as 
I watched Jenny finally pull her hand from Tia’s 
panties, then slowly lick some of the juices that were 
clinging to her fingers. Tia’s juices. 

Jenny saw me watching as she stuck a finger in her 
mouth, then pulled it out slowly. She grinned at me and 
waved me down beside Tia. Tia seemed out of it, and I 
laid on my side beside her as Jenny kept licking her 
fingers clean. When Tia finally moaned and sat up a 
little, Jenny said, “That is what you hope the boy will 
do for you, but now you need to take care of him.” 

Jenny laid back and had me get on her other side so Tia 
and I were on either side, then she said, “You need to 
do something similar for him, but you’ll want to pull 
his cock out to do this.” We fumbled around as Jenny 
giggled, but finally unzipped her jeans and pulled what 
looked like a real penis up. It seemed to be attached to 
a harness, and I could see and smell Jenny’s arousal as 
we got her jeans down a ways. She didn’t have panties 
on, so I could see she didn’t have any pubic hair, 
something I was to embarrassed to ask about.

“Now you want to put your fist around it and slowly 
stroke up and down,” Jenny said.

We ended up taking turns trying it, all of us laughing 
and giggling as we gave jenny a hand job. She said the 
cock was pretty close to a normal circumcised penis, but 
at seven inches maybe a bit longer than the norm.

“In the butt?” Tia said doubtfully as she leaned down to 
look at it as she took a turn stroking. Jenny laughed 
hard at the doubtful tone and said “Yep”

When we had enough fun, we cleaned up and laughed as 
Jenny zipped her cock up again. 

We all rinsed off in the shower and Tia and I went to 
her room as Jenny went to hers to do some studying. Tia 
flopped down on the bed and I slid up to sit cross-
legged next to her. She put her hands behind her head as 
she looked at the ceiling and said “God, that felt 
good.”

I nodded before sliding down to match her pose. Looking 
up at the ceiling I said, “Yeah, it felt like I passed 
out it was so good.” We didn’t speak for a while, then 
Tia said “If that was only second base, how good must 
the rest be?”

I think Tia and I both were twitchy by the time evening 
rolled around again. I knew that I really wanted to 
recreate what had happened last night, the arousal 
pretty intense the more I thought about it. Jenny made 
dinner that night and we all helped clean up after, with 
Jenny chuckling at Tia and my urgency.

“Christ girls what’s your hurry,” she said with a laugh, 
then laughed again at Tia’s grumbled, “You know.” When 
we finished up Jenny went to put on her costume again 
while Tia and I stripped down to t-shirts and panties. I 
was almost twitching when Jenny came grinning down the 
stairs. 

“Alright,” she said brightly as she sat on the couch 
above us, “where were we.”

“Third base!” Tia just about yelled.

“Right, third base” Jenny said with a giggle. She got 
serious then and said “OK, third base is oral and it’s 
something you don’t want to have happen until you are 
serious about the guy. You go to third base with a guy, 
then break up with him, he’ll brag to all his friends 
just as if you went all the way,” she gave us both the 
eye and added, “I’m not bullshitting you here. You suck 
a guy’s dick and he’ll tell his buddies, and they’ll 
tell theirs. You will be the class slut faster than you 
can imagine.”

She eyed us until we nodded, then said, “Ok. Serious 
boyfriend stuff then. I think this is actually more 
intimate in a lot of ways then fucking is.” Tia and I 
both twitched at the word, but Jenny just gave us a 
quick smile before saying, “it goes a lot faster for the 
guy than it will for the girl, so it will be up to you 
to make sure your needs are taken care of. If you are in 
a long term relationship or married, you will probably 
give him head a lot without doing anything else, just to 
relax him. A guy is always horny, so it can be simpler 
to just kneel and suck him off than to do everything 
else, but it shouldn’t be enough that he takes it for 
granted.”

I was blinking as I tried to process everything she was 
saying, trying to picture the whole ‘sucking him off’ 
thing. Jenny grinned at our expressions and said, “I’ll 
show you what I mean later, so don’t worry about it. 
What we’ll look at first is making sure your guy takes 
care of you too, then I’ll show you how to give a blow 
job.”

She slid off the couch to kneel in front of me and said, 
“The first time will set the tone for the rest of the 
relationship, so you need to make sure he takes care of 
you first,” she emphasized the first and looked at us 
until we both nodded spastically back. I was starting to 
feel short of breath as I considered what we might do 
next. I really couldn’t picture how it worked, but I 
hoped I would end up feeling like I had last night.

“He’ll try to guide you so that your head ends up in his 
lap, or he might come out and say that he wants you go 
give him head,” Jenny said “so you need to be ready to 
tell him he needs to go first.”

“Um,” Tia said, a confused look on her face, “what will 
he do?”

“That’s what I’m going to show you first,” Jenny said 
with a grin before turning to face me directly. She 
guided me backwards, then propped herself above me as 
began breathing heavily in anticipation.

“We’ve been dating a few weeks and you’ve given him a 
couple of hand jobs by now, so I’m ready to move 
farther,” Jenny said “If you think you will be willing 
to give him head tonight, you need to guide him down to 
your pussy and get him to do you first.” I licked my 
lips as I realized Jenny was saying she was going to 
give me head. I stopped breathing for a moment as I 
tried to picture what that was, then drew in a breath 
with a gasp as she leaned down and began kissing me. 

I lost myself in her mouth for a time, totally focused 
on her tongue as it plundered my mouth, thrusting in and 
out periodically as if she was having sex with my mouth. 
I realized her hand had been fondling my breasts only 
after she let it slip down and into my panties. I let 
out a long moan of excitement as her finger slipped 
between my pussy lips and stroked up and down. 

I could tell I was totally soaked and it was all I could 
do to breath as her fingers slipped down between my 
legs, then back up. I could tell when she hit my 
clitoris when a spike of pleasure shot through me, but 
it was only a touch. Her mouth released mine when she 
pulled my t-shirt off, leaving me in my panties on the 
carpet. 

I was too excited to notice the feel of the carpet on my 
back as she began kissing my neck and down to my breasts 
as she continued to stroke my pussy. I was really close 
to an orgasm when she pulled her hand out, drawing a 
groan of disappointment as I opened my eyes. She leaned 
up to kiss me, rubbing my own pussy juices on my breast 
as her hand touched me again. She leaned down and 
whispered “please baby, can you suck me off”

I clenched at how sexy it sounded and really was 
thinking about doing it when I remembered what we were 
doing. I gasped in some air and said, “Y-you first.”

Jenny grinned down at me, then kissed me for a while 
before starting to kiss her way downwards. She spent 
time licking my juices of my breast, the thought of 
which almost made me cum right there. When she began 
kissing her way down my belly I began making high 
pitched gasping sounds as I began hyper ventilating. I 
sobbed a little and threw my head back when she slipped 
her fingers into the sides of my panties and slipped 
them off my legs. 

“Oh god!” I yelled when she laid down between my legs 
and I felt her breath on my pussy. I opened my eyes as I 
looked around frantically, seeing Tia sitting beside me, 
mouth open, eyes staring as Jenny’s lips touched mine. I 
yelled, "Oh god!" really loudly and tried to throw my 
hips up into her face, but she had an arm across my hips 
holding me down. Her tongue began licking me, up and 
down, pushing in hard, dragging across my clit as I 
sobbed and yelled. 

It was almost more than I could bear as my whole body 
felt on fire. I was thrashing around, my hands grabbing 
Jenny’s hair as she ruthlessly licked my pussy, and when 
I came after maybe a minute of that, she held me in 
place and continued to assault me with her tongue as I 
screamed and flopped in her embrace. It lasted a long 
time, and my ass was sore from clenching so hard when it 
finally stopped. 

When jenny pulled away I was completely limp, jerking 
with small sobs as I tried to regain some of my senses. 
The whole world had gone white for a while, and my legs 
and arms felt like limp noodles. I must have fallen 
asleep right there because later I came around when Tia 
began squealing, realizing there was a blanket on me. 

I opened my eyes slightly to see Tia naked, sitting on 
the couch, with Jenny kneeling between her legs. Tia was 
grinding Jenny’s face into her crotch, her head thrown 
back, loud, high pitched squeals coming from her mouth.

And then things began to get really fun!

END

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The author does not condone child abuse, this story is 
meant as an erotic fantasy not depicting anything in 
real life. Anyone acting out such scenarios in "real 
life" can look forward to many unproductive years 
getting it up the butt by a fellow convict in their 
local prison system.
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Kristen's collection - Directory 83