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By Lily (moonlily215@aol.com)

For the first time in 3 years I, Audrey, am going to see my best friend Jen. She had moved to South Carolina from Massachusetts and is now back for her first visit to her home state. More over, Jen is back to visit me. Before Jen had moved, she spent a few days with my boyfriend, Bobby and me.
I'm bi, Bobby just loves to have threesomes and Jen just happens to be one of the most beautiful women in the world. Her soft golden brown hair, her baby soft skin and her perfectly shaped breasts. Over two days we had the amazing sex. Well all except that fact that Jen was too nervous to return any of my favors. Of course I felt left out, but I understood that even though Jen has been involved in threesomes with us before, at the time she still was not truly bi in her mind.
Of course I would love for anything to happen between Jen and I, but before she left South Carolina she made me promise to behave while she was up for her visit. I agreed very unwillingly.
"Hunny, lets go! We have to leave now or we will be late picking up Jen." Its 10 in the morning and her plane arrives at 11 and we haven't even left for the airport yet. Try explaining that to Bobby though. "I know, I know. Lets go." It's about a 45-minute drive to the airport. I just can't sit still thinking about getting to see her and hang out with her again. Ugh! This trip is taking way too long.
"Are we almost there?" I impatiently ask my boyfriend.
"Why, can't stand sitting in your wet panties any longer? You know that is all you've thought about since we left the house."
"No I haven't! Jen made me promise to behave and I plan on it."
"Are you crazy?"
"No, I'm not, thank you very much."
"You're not going to try anything with her? You must not be feeling well."
"I feel fine. I'm not going to break my promise just to get sex. I may want it really bad, but her friendship is way more important."
"If you say so darling."
We finally arrive at the damn airport. Bobby parks the car and we head towards the terminal Jen is supposed to arrive at. I check her flight and it is on time so she should be here any minute. I'm so excited I can't believe it.
"Audrey, there she is!" Bobby is telling me as he's pointing in her direction. Oh my God! She's just as beautiful as I remember. "Jen!" I run up to her and give her a huge hug. "Oh sweetie, it's so good to see you. I never thought you were going to get here."
"Well now I'm here, lets get this party started!" Jen says through that bright smile of hers. "Jen, where's my hug?"
"Oh Bob, get over here." Even though he's my boyfriend and has been for many years now, he's been hooked on Jen since the day he met her. I can't really complain because I'm infatuated with her too.
"Ok, let's get the hell out of here, I need to eat something besides the horrible airline food."
"Jen, you ate the airline food, what were you thinking?" Audrey says through laughter. "Well you heard the woman, homeward bound." Bobby ushers us out to the parking lot and on our way home.
The whole way home we all talked about everything that has happened and changed over the past few years. I can't help but just completely looking Jen over again and again. She has the most amazing body. Her breasts are the perfect size and shape. One of them is even pierced! Oh my God, it is such a turn on. Audrey, stop thinking like that. You promised to be good.
"Audrey, Audrey?!" Jen's says trying to snap me out of my daze.
"What, What?"
"You were off in your own little world, I thought I'd bring you back to reality."
"Oh thanks. I don't know what I would do without you."
"We're home! Girls, lets get naked!" Of course that came out of my Bobby's mouth. "Oh no! I made Audrey promise to behave while I was here. So you two can go have fun, but Miss Jen will sit this one out."
"Aww Jen, but you know you want me sucking on your tit and Audrey down in-between your legs licking and sucking on your clit."
"Hunny stop! Jen said no. No means no." Of course I'm a little aggravated, of course I want to go down on Jen, but I mad a promise and I'm going to keep it.
The afternoon went by slowly. We order out for lunch, Chinese, everyone's favorite. Then we watched some TV, nothing good on though. Bobby is a part-time limo driver and was driving a bachelorette party tonight. "Hunny, shouldn't you be getting ready for work?"
"I don't have to be to the office until five."
"Ok, well its 3:30. Audrey don't you think he should be getting ready." Jen says obviously trying to get rid of Bobby.
"Yes, I do. He needs to shower and shave before he leaves."
"OK, OK! I'm going. I can take a hint. You two obviously want to talk privately."
"Ding ding ding, Jen, tell him what he's won." They all bust out in laughter. He finally gets his butt in the bathroom.
"Ok Jen, what's on you mind?"
"What do you mean?"
"I know you, I know when something is on your mind. Did anything happen before you left South Carolina?"
"I guess you could say that."
"What happened? Tell me Jen." I don't want to talk about it."
"Oh no, I'm not going to let you be in my house for a week and be sad too. Did something happen with your mom?"
"No."
I'm determined to find out what her problem is. "With Jeff?" Jeff is Jen's boyfriend down in South Carolina.
"I don't want to talk about it."
If she thinks I'm not gonna get this out of her she must be crazy. "Jen, please tell me."
"Fine. Jeff broke up with me."
"Why?"
"He didn't want me to come up here and visit you. He said that if I went back to Mass, I'd never come back to South Carolina. I tried telling him that if I had him to come back to there would be no problem. I suppose he didn't believe me and before I left for the airport this morning he called and broke up with me." "Oh sweetie, I'm sorry. Are you ok?"
"I'm fine. The best thing for me now is to be as far away from him as possible."
She looks so sad. "Well, I love ya and will no matter what state you are in. This calls for some ice cream. I'll be right back."
When I came back from the kitchen I found Jen and Bobby having a very hush hush conversation. When I made my presence known their conversation ended. It was obviously about me, but I won't make a big deal out of it right now.
"Who wants ice cream?" "I'd love some hunny but I need to get going or I'm going to be late. But you two have lots of ice cream and lots of fun." When he was done talking, Bobby winked at Jen. He thinks I didn't see that but I did. "Bye ladies."
"Jen, what were you two talking about?"
"What are you talking about?" She's trying to play dumb.
"While I was in the kitchen getting the ice cream, what were you and Bobby talking about?" "Oh nothing. It wasn't important."
"I don't believe you, but I'll let it go for now. Lets have some ice cream."
I know they were talking about me, why won't they just tell me? I need a shower. All that time in the car and then eating greasy Chinese food and ice cream. I'm a mess. "Hey Jen, I'm going to hop in the shower. If anyone calls just answer and tell whoever it is that I'll call them back." "Ok, I can do that."
What am I going to do? I want to fuck this girl in the worst way and I can't! I wan to kiss her, caress her, everything her. But no! Dumb me promised to behave. Is that someone knocking on the bathroom door? "Come in."
"Audrey, your mom is on the phone and she says it's important." Ok, can you grab me a towel out of the closet?"
"Sure."
"I'd tell you to turn around, but its not like you haven't seen me naked before." I swear she just checked me out. How can she look at me like she wants me yet she's the one who made me promise to behave? I'll have to ask her later.
"What did your mom want?" Jen asks. "Something stupid, I don't know why she said it was important." I answer her still standing there in my towel. "I see. Are you going to finish your shower?" Jen asks with this look on her face. "I was planning on it. Care to join?" Shit! I don't think that's considered behaving. "I'm sorry, I'll behave."
"Audrey, you didn't even give me a chance to respond."
"Oh, I didn't think you were going to give me a response except for to tell me to behave." I said wondering what her response could be.
"Well, actually, I would love to join you."
"What? Whatever happened to making me promise to behave." I'm so confused.
"Well that was before Jeff and I broke up. Now that I don't have to feel as though I'm cheating, get your little ass back in that shower so we can get down and dirty." Jen said with a wink. Off to the bathroom we go!
Before we even got to the bathroom door Jen was undressed and ripping my towel off. "A little anxious there sweetie?" I asked Jen. "Audrey, it's been how many years since the last time we were together? I'm dying to return all the favors you did for me." "Well I like the sound of that, so we best get in the shower quickly. Wait, before we get in the shower I want to know what you and Bobby were talking about earlier?" I figure I can bribe it out of her now.
"Well, I was telling him that while he was gone tonight I had every intention of having sex with you. He said it was fine as long as he got all the details when he got home."
I barely heard anything she said. I am just too busy staring at that beautiful naked body I missed so much. Both her nipples are pierced now. Her pussy is completely shaven; just the way I like it. I just want to go up to her right now and wrap my lips right around her whole nipple and suck on the ring until I can't any more.
We are finally in the bathroom. Jen shuts the door and leans me up against it. She presses her naked body against mine and I can feel the coldness of her nipple rings against my breasts. She leans in and kisses me. Something she's never done before. I slip my pierced tongue into her mouth and we just kiss for what seems like an eternity but was really only a few minutes. I lay her down on the cold bathroom floor. I start kissing her lips and then making my way down to her chest. I start by slowly licking each of her nipples and teasing her by lightly tugging at her piercings. While I'm sucking on one nipple I caress the other one.
The whole time she is moaning and caressing my whole body. I continue down to her stomach and pause to kiss and lick it. Then I continue on to just above her pussy. I give her one last glance to see how she's doing and she has this look on her face telling me to get a move on. So I do. I kiss my way down to her clit. I give it a small kiss. I take one slow long lick up the length of her pussy. This girl tastes so good it is amazing. She gets so wet and juicy; I couldn't ask for anything more. I spread her pussy lips wide as to have full access to her clit. I slowly start flicking it with my tongue. I do that for a little while until I realize Jen has placed her hand on my head and is pushing my face deeper into her pussy. So I begin to flick her clit faster and faster. The sound of her moaning is incredible.
She's whispering something I can't quite make out, but she's slowly getting louder. "Fuck my cunt, lick it suck it!" I don't think I've ever heard those words out of Jen's mouth, but I like them and shall do as she says. I lick up and down her whole slit. Licking up all her juices. Oh they taste so good. "Jen, you taste incredible." I manage to moan out to her in-between licks. About this time she is getting ready to cum. I can feel her body starting to tremble. I start to lick her clit and suck on it while I finger her warm juicy pussy. It only took seconds after that for Jen to cum all into my mouth.
"Audrey, it's my turn now." I hear Jen whisper. So I crawl back up to her. I give her a kiss when I reach her and slip my tongue into her mouth so she can taste herself. She must like what she tastes b/c she doesn't seem to want to stop. But I pull away. "What about me?" I ask with this little pouty face.
"Ok, it's now your turn." Jen says knowing I'm in agony waiting for her. She leans over and is caressing one breast while sucking on the other. She's flicking her tongue back and forth over my nipple. That is totally driving me crazy. The hand that was caressing my breast is now making its way down to my pussy. First she rubs my clit a little then slowly pushes her finger inside of me. I'm soaking wet already. In and out she maneuvers her finger slowly. Then she places another finger inside of me. Oh it feels sooooo good. It's incredible.
I place my hand on top of hers and let her know that I want it faster and harder. She complies. Just as about to cum everywhere, she stops. She realizes this and takes her fingers out and rubs them all over my nipples and then licks all my juices off. She begins to make her way down. Slowly, a little too slowly. She wants to make sure that I've gone back down to a point where I won't cum the minute she places her tongue on my clit.
"I'm ready now," I say to Jen so she knows she can continue on south. Now I have to remember she's never eaten a girl out before, but I'm sure she'll be fine.
She reaches my clit and slowly takes one little lick at it. Shutters are sent up my spine. I am more aroused at the fact that it is Jen down there licking my pussy than I am about the fact that there is a woman eating me out. She starts to suck on my clit and sort of nibble at it. She takes one big long lick up my whole pussy. "You may be the only pussy I've ever licked but I don't want anyone else's ever."
Jen says to me. "Well then, you don't have to ever go anywhere else for a good tasting pussy again, so don't worry." She immediately goes back to sucking on my clit. She begins to lick it fast.
"Oh God Jen. I'm gonna cum."
She licks faster and faster. She plunges her fingers deep into my pussy. In and out as fast and hard as she can. My body is beginning to shake. "I'm cumming!" I scream in this breathy voice b/c I can barely breath at this point. Jen continues to lick up every last drop of cum that came out of my body.
"Oh my God! I've dreamt of this night for years. I never thought it could be this good." I tell Jen as she lay down next to me. "Me neither. It was unbelievable. I can't wait to do it again, but I'm so exhausted." Jen says as she is obviously falling asleep. She rolls over onto her stomach and I rub her back as she falls completely asleep. "There will be more, don't you worry sweetheart." I whisper in her ear.
She slept the night away. When Bobby got home I told him everything and he is so excited for the both of us b/c he knows we have wanted this for so long. He just can't wait until the next time when he can get involved.