The Mentor

The Mentor Ch. 2

If you haven’t already, please read chapter 1 before you read this one.

if you have read chapter 1 already, and want more of the story, thanks! I hope you enjoy this chapter too!

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Ruth was beyond pleased with how the evening was going. She had been hopeful that the time was right for breaking down all the walls of her young coworker. But she knew that there was still a possibility that Carli could balk.

Carli’s naturally reserved nature had made the young woman a serious wallflower. But she was a beautiful flower. Under her unassuming personality and conservative style, was an intelligent and gorgeous woman, whom Ruth had been determined to help bloom.

And now they were in Ruth’s living room, kneeling nearly naked together on the floor. Ruth was down to her thigh high stockings and heels. Carli was topless, her slacks and panties were both bunched up at the bottom of her thighs. And of course she still had on her sensible flats.

Ruth’s husband Roger was on the couch in front of them, completely naked save for his boxer briefs, which were pulled down below his balls. His recently drained cock lying limply on his belly. His head leaned back, totally relaxed after his intense climax, which both women had caused. And both could still taste.

“Well?! How was that?! Fun, huh?” Ruth asked her younger friend enthusiastically. She had a hand resting gently on Carli’s hip, maintaining the physical contact.

Carli looked into her friends eyes and nodded her head. She was still in disbelief at what they had just done. What she had just done. She could still taste Rogers’s sperm. And was still excited from the experience of having his beautiful cock shooting off in her mouth. She grinned shyly and answered, “Yeah, it was. I was afraid I wouldn’t like it, but, I did! I did like it!” She went on, “I didn’t know what to expect, but it actually tastes better than I thought it would.”

Ruth grinned at her and told her, “It does, doesn’t it? And one of the things I love most about it is the feeling of power you get. When a man is getting close to cumming, you are in control. His pleasure, his need for release is in your hands. And your mouth of course!” She added laughing. “You can keep working to bring him off, or you can slow down, change it up, just to tease him and delay his climax. Make him squirm and beg. What ever you want to do.”

Carli thought about this and said, “I didn’t think about that. I just wanted to do it right. But I guess you could.” She looked at Roger and he nodded his head. “You definitely could. And the anticipation is both excruciating and very enjoyable.” He told her with a smile.

Ruth continued, “And then there is the sense of pride. You know that you have taken a big strong, virile man, and reduced him to this.” She slid her hand up and down Roger’s thigh. “A content, totally satisfied man, who, if you have the right man, now wants to recover and pay you back. To make sure you are satisfied too.” Again she looked at her husband. “Isn’t that right honey?”

“Definitely.” Roger replied earnestly. “I would love to satisfy you Carli.” He leaned forward and placed his hand gently on the side of her face, looking her in the eye. Carli was so in need of the physical contact she leaned her head into his hand, her eyes closed. She blushed deeply and was filled with emotion. She was both flattered and aroused. Excited and amazed.

Amazed that this handsome man would want to give her pleasure. She looked at his limp prick and remembered what it looked like just a minute ago, beautiful and menacing at the same time. Now it was just a flaccid piece of meat. Roger certainly wasn’t going to use that to satisfy her.

She briefly considered that maybe he could do for her what she and Ruth had just done for him. The idea of Roger’s face between her legs flashed briefly in her mind. The image was very arousing. But she dismissed it immediately. What man would want to do that for her. She thought briefly about the unruly thatch of hair she had down there. So unlike Ruth’s sculpted pubic area.

She had imagined what that would feel like many times. But had always felt that she wasn’t desirable enough for that. Her ex fiancĂ© had never been interested. Not to mention that her pubic hair was a forest compared with Ruth’s. Hers was almost nonexistent, and what was left was groomed beautifully.

Ruth was watching the range of emotions cross Carli’s face as she contemplated the implications and possibilities of what they had just told her. Ruth was glad to see that Carli was able to consider that she would get some attention too. She knew Carli was thinking about Roger giving her satisfaction but that he wasn’t able to fuck her at the moment.

But Ruth had a plan for bringing her husband back into the game. She placed her hand on Carli’s chin and as the woman turned to face her she said, “Now, there are a number of things that could happen next. Number one is that Roger could go down on you and return the favor. And by the way, he is Very good at that.”

“Many times a man can regain his erection by eating a woman out. Roger is the type of guy who gets really turned on by getting a woman off. Then when she’s cumming from that, he’s ready to fuck, and the results can be intense. Fucking explosive!” She beamed and looked at Roger, remembering her experiences with that situation.

“Option number two, would be that we tease and coax him back to life with our hands, mouths, even our tits.” Carli’s eyebrows raised at this, she had never thought of that!

“You mean we could use our,” She paused and blushed slightly before using the word. “Our tits on him? On it?” Ruth giggled at the girls revelation. “Oh yes honey. Some men love a titjob. Especially when the tits are as lovely as yours.” Ruth again cupped Carli’s full C breasts and fondled them. Catching the nipples with her fingers and thumbs and twisting gently. Carli gasped and whimpered, and Ruth reveled in her reaction.

“But I know another way to bring a man back to life.” Ruth continued, still fondling Carli’s sweet tits. “Men are naturally visual creatures. A good way to get their motor running again is to put on a show for them. Some men enjoy seeing their lover dance for them. It’s like they have their own personal stripper or harem girl or something.”

Carli’s nose wrinkled, telling Ruth what she’d already suspected, that erotic dance would not be on the agenda any time soon, Carli would definitely need more confidence for that.

Ruth also knew that her next suggestion would not be something Carli was ready for. But as it was something she herself enjoyed, she had to continue, “Well there are more, shall we say, graphic displays a woman can provide.”

The quizzical look on Carli’s face brought another giggle from Ruth before she continued. “For one, men love to see a woman masturbate. I guess they just get turned on knowing they are seeing something that is usually done in private.”

Carli’s expression changed to one of surprise and consternation. She didn’t think she could do….that, in front of anyone. Especially a man.

Ruth immediately understood and decided not to push her. But she felt a display of her own would suffice. She sat back on her heels and spread her knees wide. “I understand that you aren’t ready for that yet, but personally I love to masturbate for an audience.” She drew her fingers slowly up the insides of her thighs to her now exposed pussy.

Carli’s eyes grew wide with shock as she looked at Ruth’s most intimate place. It was so exposed compared to her own. The short hair above it, trimmed to look like an arrowhead, pointed at the feminine folds, which were obviously wet with desire. The outer lips were puffy and seemed to be trying to contain the inner lips which were swollen and darker than the surrounding skin. At the top of the sensual crevice sat her clitoris, which was peaking out of its hood.

As Carli watched, Ruth drew her fingers through the thick petals of her labia and sighed when she grazed her clit at the top.

Ruth carefully watched the other woman’s face as she put on her show. Carli seemed to be intent on catching her every movement. She swirled her fingers around her clit a few times before reaching down between her lips to gather more moisture. She slowly dipped one manicured finger into herself and sighed. After wiggling the digit around a few times she withdrew it and dragged it up between her lips and painted her clit with the dew from below.

Carli still had her pants and panties down to her knees where Ruth had pushed them earlier, when they were blowing Roger. Seeing Ruth’s bare crotch and well trimmed pubic hair made Carli very self conscious of her own pubic hair. She had never trimmed it. She had never had any reason to. She had never even known this was something women did, and nobody but her ever saw it anyway, until now.

And now, despite her reservations about masturbating to put on a show for a man, she felt a strong desire to touch herself as she watched Ruth’s erotic display. With her knees held together by her pants she tried to discreetly slip her hand between her legs.

And of course Ruth noticed. She always noticed Carli. Ruth used the fingers of both hands now to massage her entire pussy. Rubbing her thick outer lips and the fleshy folds within at the same time. She captured her labia with her thumbs and forefingers of each hand and pulled on them. She pulled them out and apart, spreading them lewdly. She rubbed them roughly with her fingers and gasped as Carli gazed in amazement at the soft, pink, wet flesh of the entrance to Ruth’s pussy. It seemed to pulse and get wetter when Ruth gasped and moaned.

“Some men like to suck and chew on a woman’s lips.” Ruth explained hoarsely, as she seemed to pinch her labia roughly, her voice strained. “Isn’t that right honey?” She asked Roger while still looking at Carli. “Fuck yeah, I love every thing about eating pussy.” He replied in his sexy baritone voice.

“And I love having it done to me.” Ruth said. “Not all men enjoy eating pussy sweetie,” She told Carli “But the ones who do, the ones who love it, and are passionate about it? Those men are always very good at it!” Ruth explained, her voice trembling with emotion and passion. “And for most women it comes naturally, if they are so inclined to try it.”

Carli subconsciously tried to push her own fingers up inside herself. To touch and stroke her own inner flesh. But of course she had limited access with her pants still restricting her. She wanted desperately to get her pants off. She needed to get her fingers inside herself.

But she knew that she would have to expose herself to this sexy couple fully in order to do that. She stroked herself slowly, trying to be discreet. She could not imagine standing up in front of them to take her pants the rest of the way off, it would feel like she was on display!

Ruth recognized her friend’s dilemma, but she let her struggle with it a little longer, wanting her desires to build. She released one of her lips, and while still holding the other side wide open, she slowly pushed the second and third fingers of her free hand up into the pink, wet center.

Ruth moaned, Carli gasped, and Roger hummed in approval. Ruth released the other side of her pussy lips and brought those fingers up to her clit. She proceeded to rub circles on her clit while slowly stroking her other fingers in and out of her snatch. She was so wet that everyone could hear her fingers sloshing in and out.

Carli was shocked to realize she could actually hear the wetness inside Ruth’s pussy. The sound was so lewd, yet so fucking erotic! Carli had no doubt that her own pussy was soaking wet too. And her need to touch it more aggressively grew by the second.

She was slipping her fingers through her lips, just able to graze the inner pink. Ruth had managed to get a finger inside her when they were blowing Roger, but that was from behind as Carli was bent over. She yearned for that penetration again.

Ruth knew the time was right. She brought both hands to Carli’s shoulders. Carli was again shocked and aroused when she realized she could smell Ruth’s arousal on her fingers, the wet fingers that were holding her.

“Stand up sweetie, let me help you out of those slacks ” Ruth told her softly. Without thinking, Carli did as Ruth asked. It wasn’t until she was standing, with her hairy pussy now at face level with Ruth, that she realized what she’d done. Just a minute ago she couldn’t imagine being brave enough to stand up. She had no way of hiding her thick thatch of hair now. It was on display for both Ruth and Roger to see.

She tried to place her hands over herself, she was suddenly so embarrassed. But she saw no disgust or shock on either face. What she saw was something else. Something like desire, or lust.

Ruth smiled and slipped her hands down over Carli’s shapely hips and thighs to the pants and panties, and proceeded to push them down the rest of the way to her feet.

Ruth was not disappointed by what she was seeing. And she certainly wasn’t disgusted. In all the time they had worked together, Carli had never once worn a skirt or dress, always the conservative slacks. So this was the first time that she had seen the young woman’s legs, and they were as shapely as Ruth had expected.

Ruth thought that she had the body of a swimsuit model. Voluptuous, with just the right amount of muscle tone and perfect curves. With her light caramel skin tone, she had Ruth practically drooling as the woman took Carli’s hands from in front of her crotch and placed it on her own shoulders.

“Hold on to me honey, and lift this leg” She said to the girl as she touched the inside of her thigh just above the knee. Ruth kept her hand on Carli’s leg for support as the girl leaned over and lifted her foot from the floor.

Ruth quickly pulled the shoe from the foot and followed with the ankle sock, then the pants and panties, all the while gazing at the perfect size C cup breasts dangling and swaying in front of her face.

With that side done she looked up to Carli’s face, she was blushing profusely from being on display. She had glanced at Roger and he was looking intently at her body, he looked almost hungry for her. She glanced at his flaccid cock, and wondered if it hadn’t grown, just a bit?

She looked at Ruth and had no doubt she saw hunger in her eyes. The woman was looking straight at her breasts as she slipped the second shoe off, and then the sock. She seemed to caress the sole of her foot as she slipped the sock off, causing Carli to shiver.

Then the pants and panties were off and tossed aside carelessly. Carli had always been sure to fold them properly when she took off her clothes. She had never had much growing up, and had always taken great care of the things she did have. But while she noted the casual way her slacks were handled, it didn’t bother her, her arousal was overriding everything else.

She realized that now she had no reason to hold onto Ruth, that she should stand straight again, and she would be on display for this older, lusty couple again.

She briefly considered kneeling back down, but Ruth was holding her by her hips. The woman looked at her and encouraged her with her eyes and a nod of her head. So Carli forced herself upright again, her hands returned automatically to her crotch.

She had never felt so exposed in her life. The only other time she had been naked around other people was in the showers when she had tried out for track and field in high school. The furtive glances of the other girls were enough to show her that track was not that important to her.

And what she was experiencing now was not furtive glances, this couple was openly staring at her body! But what she saw on their faces was not the curiosity of a teenage girl, but what seemed to be appreciation. Desire.

Ruth reinforced the idea when she whispered “God, you are beautiful.” The woman softly ran her fingertips down over Carli’s hips and thighs, down to her strong calves, and slowly back up again. Her eyes followed her hands, inspecting every inch of her. Carli quivered with excitement.

When Ruth’s hands returned to Carli’s flared hips, they slipped around to gently squeeze her ass cheeks, as if to check the firmness of them. The gentle squeeze turned into a sensuous massage as Ruth groped the tight flesh of the young woman’s ass.

All the while, Ruth was running her eyes over Carli’s body, gazing at her with appreciation, and yes, Carli decided, definitely desire. Carli still had her hands cupping the thick thatch of hair at her crotch, but Ruth closely examined every other inch of her.

Finally Ruth brought her eyes to the hands hiding her prize. She released the girl’s tight ass and brought her hands over her hips to gently clasp her wrists. She looked up into Carli’s eyes and told her, “You don’t have to hide anything from us honey. We aren’t here to judge you. And we certainly aren’t hiding anything from you.”

Carli realized Ruth was right, they were both on full display, hiding nothing. Plus they had already seen her, and neither of them were repulsed by her untamed mass of hair. So when Ruth pulled her hands away from her unruly pubes, she allowed it. Not that she would have stopped Ruth anyway, but she had accepted the idea that they would accept her.

Ruth smiled and pulled the woman’s hands aside before releasing them to run her fingers through the thick hair, as if combing her. “It’s been a long time since I’ve seen a bush like this.” She said quietly.

“I’m sorry! God, I’m so embarrassed!” Carli gushed. “I never thought anything about it. I never knew you were supposed to…. cut it!” She tried to cover up again but Ruth stopped her. ,

“Oh honey it’s okay! You have nothing to apologize for. There is no rule that says you have to trim it. All women have their own personal preferences, just like the hairstyles on our head!” Ruth explained graciously. “Some women just trim the length, some shave it completely. And we once met a lady who wore hers just like this.” Ruth explained as she continued to comb the bush.

“That hippy chick in Portland.” Roger chimed in. “What was her name?” Ruth smiled and said “Cascade. And she not only didn’t trim her pubes, she didn’t shave her legs, armpits, anything! It was who she is, her persona. Totally natural.”

“But, I’m not a hippie.” Carli gasped. “No dear you aren’t. You just didn’t know it was an option. And there is nothing wrong with that. Now that you know, you can decide if you want to do something with it, or leave it alone, totally your decision.” Ruth told her.

“I, I guess I want to do something about it. It looks so gross compared to yours.” Carli whispered as she gazed down at Ruth’s sculpted pubes.

“Sweetie it doesn’t look gross! It is actually very feminine and natural. This is what God intended us to look like I guess. Before women decided they wanted to do something else.” Ruth smiled up at her friend before continuing. “But if you want to do something else with it, I would be glad to help you sometime. It can be a little tricky when you start out. Especially, down here.” Ruth added as she reached between Carli’s legs to caress her lips. “It can even be dangerous.”

Carli’s heart pounded with the frightening thought of shaving so close to her vagina. The idea of Ruth working on the area both terrified and excited the young woman. But she acknowledged that she would be afraid to try it herself, and to have guidance and assistance from someone as experienced as Ruth would be beyond helpful.

“I guess, yes, that would be okay.” Carli said. But then it dawned on her that Ruth might want to do it right away. In front of Roger! “Wait, when? Now?” She exclaimed. Because despite the fact that she and Ruth had just sucked Rogers’s dick and ate his cum, that suddenly seemed like too intimate an act to perform with him watching.
“No sweetie, another time. Maybe this weekend? I have a couple of friends who come over sometimes when Roger goes golfing, we have a spa day. We drink some wine, soak in the jacuzzi, do our nails, facials, and any grooming we need to do. One of the girls, Rati, is a beautician and masseuse who runs a spa, so she’s always up on the latest trends for relaxation. And we just basically spoil ourselves, and each other, all day. You’ll love it! It’s all very girly, and lots of fun!”

Carli looked at Roger, as if for confirmation that he was okay with the spa day ritual. He was still sitting back on the couch, his arms stretched out across the top of it. But, had his cock grown more? He was still gazing at her body. Was it her who was causing it? Or the idea of the women in his house pampering each other, with her included, helping to get him hard again?

Carli had been envisioning Ruth between her legs, grooming her. She felt that she was ready for that. But another woman? Someone she hadn’t even met yet? She was certainly not ready for that! Plus Ruth had said that a couple of friends came over for spa day, not just one. Would there be other women in the room? Would they all be watching? “Oh, no, I don’t think I would like that.” Carli whispered.

“Nonsense, you’re going to love it.” Ruth reassured her friend. But Ruth correctly read the timid girls misgivings and she wanted to give her time to think about it. She could certainly coax her into it in the coming week. Right then she had other things in mind.

“But we can discuss it more later.” Ruth continued. “Right now I have other things to show you.” Ruth ran her hands gently up Carli’s thighs, and past the unruly bush, over her loins, “Other things that are guaranteed to bring a man back to life!” She said with a husky tone.

She brought her hands up along side Carli’s full breasts, pushing them together briefly, before bringing them across her upper chest. Then ever so slowly she brought her hands down, over the beautiful C cup tits. She paused when she had her hands directly over them and squeezed, as if checking melons for ripeness.

Carli moaned and her heart begin to race faster. The discomfort over spa day forgotten as she enjoyed Ruth’s attention. Ruth spent a few moments fondling and squeezing, running her thumbs over Carli’s nipples. Ruth was enthralled with the chocolate colored nipples and puffy areola capping the caramel flesh of Carli’s beautiful, perfect tits.

Ruth finally captured the thickening nipples between her thumbs and forefingers and she pinched, softly at first. She instinctively increased the pressure as Carli’s whimpering and moaning directed.

Carli stood and endured the pleasurable feeling of Ruth’s attention, her legs quivering. She bit her lips and gazed through lidded eyes at the woman who was her mentor and friend. The woman who she admired and respected. That woman was now looking at her body with such lust and hunger it gave Carli a chill.

Ruth again correctly interpreted the other woman’s emotions and leaned forward to place a soft kiss between her tits. She relished the feeling of the firm flesh on both of her cheeks. She felt Carli’s hands on her shoulders, tentatively encouraging her to continue.

Carli continued to watch Ruth. Her bright blue eyes, ruby red lipstick, and pale white face, save for the occasional freckle, all framed by her fiery red hair, so different from her own darker complexion. It was a very erotic sight.

Ruth released the nipples and again pushed the heavy tits together, moving her mouth to begin planting soft kisses all around them. When she heard Carli sigh she ran her flattened tongue over first one nipple, then the other.

The difference in their height, with Carli being petite and Ruth being taller, meant Ruth merely had to tilt her head up to lavish her attention on the girls hanging tits. And she wanted to give her the attention she had been missing out on. The attention she needed.

After lapping at her nipples Ruth pointed her tongue and began to swirl it around Carli’s swollen areola, circling the thick nubs. Carli gasped at the sensation as Ruth went from swirling her tongue around the nipple to flicking it with her tongue.

When Carli brought her hands to Ruth’s head and ran her fingers through the lustrous red mane, Ruth took it as a sign to progress further and sucked a stiff nipple into her mouth.

She sucked gently at first, but harder as Carli moaned and her head rolled over onto her shoulder. The stronger suction brought another gasp of pleasure and encouraged Ruth to suck harder still and start caressing Carli’s hips, ass, legs, just letting her fingers wander over the sexy woman’s body.

Going back and forth randomly between the two sweet tits and running her fingers all over her, Ruth was doing her best to get her friend as excited as possible. Eventually she brought a hand up the inside of Carli’s thigh. She stopped just short of the hairy pussy that she was sure was soaking wet by now. She was sure because she could smell the aroma wafting up from it. That aroma fueled her hunger.

Carli was breathing heavily, practically panting, mentally urging Ruth’s hand higher. She held Ruth to her heaving breasts as the woman sucked her nipples, occasionally even gnawing on them with her teeth! Carli never would have thought that would feel good, but it was driving her crazy. If Ruth would just bring her hand up a little more, she knew she would cum.

Ruth tickled the soft flesh of Carli’s inner thigh and looked up at her face. Carli opened her eyes and looked back at Ruth. Her eyes reflected her torment, her need. She was feeling so much emotion and she would need release soon, Ruth just knew it.

Ruth pushed back against Carli’s hand to release the hard nipple from her mouth with a pop, and Carli whimpered. “We should take this upstairs where we can get more comfortable sweetie.” Ruth suggested, her voice husky with passion.

Carli trembled, trying to wrap her mind around the words. She was in a daze from the earlier alcohol and the current passion. All the pleasure she had been experiencing, all the anticipation of Ruth bringing her hand to her pussy, was suddenly gone, leaving her bewildered!

Ruth was now standing before her, rubbing her arms. She looked into Carli’s eyes and kissed her tenderly. “Do you want to go upstairs baby?” The older woman asked. “You know you don’t have to. We can stop if you want.”

“No!” Carli exclaimed. “No, I want to! I was, I was so…. You just surprised me. That’s all.” She was completely flustered, and while she wanted to go upstairs with Ruth, she would go anywhere with her at that point, she didn’t want to sound too eager. She was ashamed of seeming so wanton, so desperate.

Ruth kissed her again and asked “You were really getting into it, weren’t you baby?” Embarrassed, Carli bit her lip and just nodded her head, looking back at Ruth with puppy dog eyes.

Ruth kissed her again and told her, “Me too baby, and I would definitely love to continue. But I think it would be better if we could stretch out on a nice big bed.”

“Yes.” Carli agreed. “I think that would be better.” She tried to smile, to seem confident and casual. But Ruth knew she was feeling afraid. She tried to put her at ease with a joke, “Good, because I hate rug burns! They hurt like hell and draw everyone’s attention from the rest of my body!”

Ruth slipped her arm around Carli’s waist and started to guide her to the stairs. She glanced over her shoulder at Roger and asked “Coming dear?” “I guess. If it’s okay with you both?” He replied, looking up at Carli.

Ruth looked at her friend and said, “I guess he means you sweetie, he knows it’s okay with me.” Carli was caught off guard yet again. She didn’t like having to stop and make decisions. She was doing alright with Ruth leading her along. “I guess, I mean, it’s your house! Who am I to say?”

Ruth took her in her arms and said gently, “He’s just being a gentleman sweetie. He was just making sure we didn’t want some privacy for awhile.” She looked Carli deep in the eye and said softly, “We are pretty sure this is your first time with another woman. And some girls would rather not have an audience the first time. That’s all.”

“Oh, I, I just assumed that the three of us were, you know.” She lowered her eyes and muttered, “I mean, yes it is my first time, but, I thought we were trying to get him, you know, ready again. Plus, like I said, it’s his house.”

“Oh honey,” Ruth smiled. “If you want it to be the three of us, it definitely can be. He will be ‘ready’ again, and soon. Take a look, he’s getting there already.”

Carli looked over at Roger, his cock was indeed coming back to life. It no longer laid limp like a dead piece of meat. It was now starting to rise up, not to it’s full majesty, but it was coming alive. Carli was fascinated, and aroused by the sight of it.

“To be honest, I am certainly willing to share my husband with you dear. And yes, our playing would help him to get hard again, quickly.” Ruth continued. Again she cupped Carli’s face and brought it to her own. “But I would be lying if I didn’t admit that I was looking forward to having you to myself for awhile first.”

Carli’s eyes grew in shock. She had been enamored with this woman for so long. She knew Ruth was trying to help her to spread her wings, to open her mind to new experiences. But to hear Ruth say that she actually wanted to be with her, alone, sexually, was such a surprise, such a thrill, Carli’s heart soared. She felt that she would do anything Ruth wanted. Anything.

Carli was breathing heavily, and she wanted more of the way she felt when Ruth had touched her. She knew she was so wet down below. When Ruth stepped back and offered her hand, Carli took it gladly.

“Dear, would you please bring us some wine in a few minutes?” Ruth asked her husband with a wink. “Gladly.” Roger answered with a smile. Ruth proceeded to escort her younger friend to the stairs that lead to the bedroom, and unknown pleasure.

Roger grasped his hardening cock as he watched the two beauties walk up the stairs together. His wife’s pale white ass, still firm for her age was always fun to look at, not to mention her great legs in her stockings and heels. But he had to watch Carli, her curvy hips swaying, her full, firm ass switching, her strong looking legs flexing, ‘Fuck she’s Hot!’ Roger thought to himself. He knew he would have a hard time delaying his wine delivery. But he had to let Ruth have some alone time with Carli. He knew he would definitely be rewarded for his patience.

Carli was nervous, and as turned on as she could ever remember being. She was not sure what to expect. She had an idea of course, but with an experienced woman like Ruth, she was sure she would learn more than she could imagine.

As they ascended the stairs Carli glanced over her shoulder and caught Roger staring at her ass, he now had a hand wrapped around his dick, and it was certainly coming back to life. That gave her another terrifying thrill, but it quickly faded away when they reached the top of the stairs and Ruth spoke again, softly. “We can just take our time dear. There is absolutely no pressure on you to do anything you aren’t comfortable with. But if you allow yourself to be open to things, you can discover a whole new world that you have never known. A world of pleasure.”

They had reached the door at the end of the hall, and Carli knew that once inside she would indeed learn new things. Exciting things. And she would not come back out the same woman who was going in. Ruth pushed the door open slowly with one hand and guided Carli in with the other, gently, on the small of her back. She closed the door quietly behind them.

Carli’s heart was pounding as she entered the room. She took in the smell of lavender and the crimson accent wall behind the bed, the mauve pillows and duvet. The subtle lighting giving the room a sensual feel. There was no doubt what this room was for. It was not just a room for sleeping. It was both elegant and sensual.

She hadn’t realized she had stopped in her tracks until she felt Ruth’s hands on her hips, and her breasts against her back. “Are you okay sweetie? Do you want to do this? We don’t have to.” Ruth spoke gently in her ear, her breath giving Carli a chill.

“No! No, it’s fine. It’s just, your room is… so beautiful. It has a…..I don’t know, it gives you a feeling when you come in.” Ruth came around to Carli’s side, being sure to drag her hard nipples across her arm. “Why thank you. I was going for a sensual feel. Is that what you mean?”

“Yes, that’s it. Very…sensual.” Carli replied quietly. Ruth smiled at her and asked, “So does that mean you like it? It’s not too much, is it?” As she spoke she lightly caressed the younger woman’s back, from the nape of her neck to her tailbone. Just into the very top of her ass crack, and back up again. She felt Carli shiver again.

Ruth took in Carli’s nipples, hard and standing straight out, her chest rising and falling with her heavy breathing. Ruth fought the urge to simply attack her. She was so attracted to her, her smoking hot body and beautiful face, combined with her shy innocence, was just so arousing. She knew she would make Carli a confidant, sexual woman, if she took her time and introduced her to things slowly.

“Honey?” When Carli looked at her she continued, “You’ve already had a more exciting evening than you probably ever had before.” Carli nodded her head in agreement. “Come sit on the bed with me, we can talk a moment.” Ruth took both of Carli’s hands and led her to the bed.

The two women sat on the edge of the bed, half turned to face each other, knees touching. “Did you have fun helping me with Roger? Did his big cock turn you on?” Ruth asked, still holding the girls hands.

“Oh my yes!” Carli gushed. “He is so much bigger than my ex! But nowhere near as pushy. And what we did? I never knew I would like it, but I did, I liked it a lot! When he, you know, shot off like that, it scared me at first. But it was very exciting.”

“I’m glad you enjoyed it. There is so much more to learn about sex with a man. Wait until you have a man like that inside you. A man who appreciates you. It’s soo fucking good.” Ruth told her enthusiastically.

“Oh God, I don’t think there’s any way I could get that inside me! He’s too big!” Carli said, obviously worried. Her ex had hurt her and he was much smaller.

Ruth understood her concern. “Don’t worry sweetie, my man is much more caring than your ex. He pays close attention to his partner, and what she needs. I think you just had a selfish asshole, and he didn’t care about you. Roger can be very gentle, when he needs to be.” Ruth explained.

Carli mulled over her friend’s words. She wondered about when Roger wouldn’t need to be gentle. Were there times when he was rough? Aggressive? The thought scared, yet titillated her.

Before she could ask those questions, Ruth asked her, “And what about what we did before, to each other?” Ruth ran her fingers softly up Carli’s arm, bringing up goosebumps. “Did you like it when we kissed? When we touched each other?”

The two ladies were looking each other in the eye, and Carli couldn’t deny her feelings, “Yeah.” She whispered. “And what I was doing to you just now, did you like that? Would you like me to continue?” Carli didn’t want to seem greedy, but she wanted Ruth to continue in the worst way. “Yes.” She whispered hesitantly.

Ruth touched Carli’s chin and raised her head until they were looking at each other again. “I’m glad sweetie. I liked it too. I liked it a lot!” Ruth giggled at using Carli’s own words before she added, “And I would love to continue. I have so much I want to share with you.”

Carli looked at her and understood what she wanted, but had no reply. She simply looked into Ruth’s piercing blue eyes and felt herself blush again. She also wanted to continue, but couldn’t bring herself to say so.

“Can I kiss you again Carli?” Ruth asked, leaning in a little closer. She brought her hand up over Carli’s shoulder and touched her cheek. Her own self control, her restraint from just pouncing on this girl, was acting as a form of foreplay for her, building anticipation.

“Yeah.” Carli again replied, just as softly as the last time. She was embarrassed by her desire to kiss Ruth again. She shouldn’t feel this way about another woman. She was feeling so many different emotions.

“I don’t want to feel like I’m coercing you, or making you do anything you don’t want to do Carli.” Ruth told her. “So I think that if you want to kiss again, then you should kiss me.” Ruth’s heart was pounding as hard as Carli’s at that moment. She felt like a teenager in the backseat of a car again.

Carli looked at her with her big doe like eyes and said simply, “Okay.” Then she leaned in and kissed Ruth, softly, tentatively. Ruth again fought the urge to just jump on her friend and ravish her. Instead she returned the tender kiss.

Carli paused and looked at Ruth, whether she wanted to know if it was alright, or if she should continue, Ruth didn’t know. But then Carli kissed her again, with a little more passion than the last time. Ruth heard a groan, and realized it was her own. The groan seemed to encourage Carli, because she put a little more emphasis on the kiss. She soon opened her mouth and slipped her tongue across Ruth’s lips, and Ruth gladly opened her own mouth and added her own tongue to the mix.

Ruth was losing her fight to restrain herself. She ran her hand to the back of Carli’s head and held her face close as their kiss intensified. Their tongues began to swirl around each other and they gradually began to touch each other.

Ruth was extremely pleased when she felt Carli’s hand on her shoulder. And when it slid down over her naked back and over to her hip, she was pleased and encouraged. Carli was exploring her body! She was letting herself go! Ruth leaned closer and pushed her body against Carli’s.

Eventually Carli pulled away, she had to catch her breath, and she had a question. “Wait, I thought we were going to do this to get Roger, you know, ready again?”

“Well sweetie, I don’t know about you, but I want to do this, simply because I want to do this, with you!” Her eyes blazed as she said it and Carli felt her heart skip a beat. “But yes, this will get Roger hard again. But he is probably hard already just picturing what we are doing with each other in here! Men like visual stimulation, but that vision can be imagined and they will still get a hardon!” She said with a giggle and a lewd smile.

“Oh, so he’s out there, imagining us together? And that will get him…hard again?” Carli asked, forcing herself to use Ruth’s terminology. “And then…he will come in here? And join us?”

“If that’s what you want.” Ruth told her, before asking, “Do you want to see him hard again? Do you want more of that big cock?” She slipped her hand between Carli’s legs and stroked her pussy lips as she asked.

Carli gasped and her legs opened by themselves. “I…I don’t know. If we are just doing this for us, then….that’s okay, I just didn’t want to leave him out I guess. I don’t know. I didn’t want to be rude.” She finally admitted with frustration.

Ruth leaned forward and kissed Carli softly on the neck and told her, “Then let’s just take one thing at a time. We’ll do this for us, then if you want Roger to join us, he can.” Again, Ruth’s lips and breath on her neck, and the words she spoke, gave Carli a thrill.

Ruth felt Carli’s body quiver, and kissed her neck again. Then she kissed her shoulder. Then she used her fingers to point Carli’s chin at the ceiling, and kissed her throat. When Carli gasped out loud, Ruth reached up with her free hand and firmly squeezed Carli’s tit, before she whispered urgently, “Let’s stretch out sweetie, I want to kiss you all over your body.”
Carli was thrilled with the idea and said breathlessly, “Okay.” She allowed Ruth to lean her onto her back while she was kissing her throat and collar bone. Ruth kissed her neck and moved down to her chest, just when she was starting to kiss the firm flesh of her tits, she stopped and pulled away.

Carli whimpered again before Ruth crawled up the bed, “C’mon sweetie, let’s get more comfortable.” Carli gladly accepted the invitation. Her legs dangling off the bed was awkward. Plus she wanted desperately for Ruth to continue.

She rolled over and Ruth was already laying with her head on a pillow, patting the mattress beside her. She noticed Ruth gaze at her dangling tits with hunger in her eyes as she crawled up the huge bed to join her.

She laid down next to Ruth, both ladies on their sides, facing each other. They automatically began to caress each other as they resumed their kiss. Ruth was gently running her fingers over Carli’s hip and thigh. Her heart soared as she felt Carli’s hand on her own body, tentatively exploring, but doing it on her own.

They kissed deeply, both women making sounds of pleasure as they kissed and touched. Ruth brought her hand around the front of Carli’s thigh and Carli raised her leg without even thinking about it, to allow Ruth to touch the inside of her thighs. Ruth drew her fingers up the smooth flesh of Carli’s inner thigh and cupped her hairy pussy.

Carli moaned and shuddered, she brought her own hand to Ruth’s tit and grasped it firmly as Ruth applied pressure to her most forbidden place. Ruth used her whole hand to massage the girls entire crotch, her middle fingertip even massaging her taint. Carli rolled her hips to increase the pressure, moaning into Ruth’s mouth. Ruth drew her hand up and dragged her fingers through the wet lips and across the clit, bringing a gasp and a twitch from the woman.

Ruth drew her fingers softly up Carli’s flat belly and across her tit to her shoulder. She pushed gently, rolling Carli onto her back, and rolled over onto her. Ruth looked into Carli’s eyes and drew her fingers over the woman’s full lips, across her jaw to her neck and shoulder. “God baby you are so beautiful!” She whispered as her hand continued down Carli’s chest to cup her tit.

Carli had never known such tenderness, and no one but her mother had ever told her that she was beautiful before. She felt so much emotion, she actually felt herself well up with tears. She wanted to say something, to deny that she was beautiful, that Ruth was the more beautiful woman. Her words stuck in her throat.

Carli licked her lips to wet them, hoping it would help her speak, she could faintly taste herself on her lips from Ruth’s touch, and that just added to the range of feelings that overcame her. Prior to this night she would never have been okay with tasting her own pussy, but tonight it was just a part of the experience. Yet another sexual line being crossed, and not gross or disgusting in any way.

She was feeling love for this woman, who was her guide, her mentor, and now her lover. And she felt a strong desire to be the best lover she could be. For Ruth. She would never want to disappoint Ruth.

Ruth was still staring in her eyes, with such passion, that Carli had to express herself somehow. Unable to speak she reached up and clasped Ruth’s head in both hands and pulled her in for a fiery kiss.

Ruth had been reading all the emotions in her friend’s eyes and her heart soared when Carli took it upon herself to initiate the kiss. She returned the kiss, matching Carli’s enthusiasm, clasping her tit firmly and bringing her thigh up between Carli’s legs.

Carli sensed Ruth’s leg moving between her legs and spread them without thinking. Reflexively giving her friend access to her core. Thrilling as the firm thigh pressed against her pussy, grinding her hips to hump against the sweet pressure. Giving her the contact she needed.

Feeling Ruth’s smooth inner thigh against her own, she raised her knee until she felt the warm wetness of her lover’s pussy and she too applied pressure, causing Ruth to moan also. Carli was ecstatic that she could give pleasure back in some way, and she pushed harder, amazed by the wetness and heat she felt there.

She slid her fingertips up and down Ruth’s ribcage, eliciting a slight squeak, then reached for her tits. Carli was glad to give Ruth pleasure when she grabbed the more mature women’s breasts and got a moan in response. She loved the feel of her friend’s tits and enjoyed being able to fondle them.

Ruth knew that Carli was instinctively trying to make sure she was feeling good too, and was proud of the woman for her desire to give pleasure as much as receiving it. She had known since she met Carli that she would be a selfless lover, if only she could let herself go.

And let herself go she was, her touch was just as thrilling as her growing desire. Ruth straightened her arms and looked down at Carli’s hands on her tits. Her position put more pressure on their lower bodies, and where they were molded together.

She cooed as she watched Carli massage her tits, rode her leg and felt the hot, wetness of her young pussy on her own leg, with the added tickling of her public hair. She looked at Carli and smiled, her eyes gleamed as she said, “That feels nice sweetie. Are you having fun?”

“MmMmmm, yeah” Carli whispered back as she gave Ruth’s tits another squeeze. “Me too baby.” Ruth placed a quick kiss on her mouth and moved on to her neck where she whispered, “Me too. So much fun I just want to eat you up!”

Ruth kissed her wetly below her ear, then a little further down, and further down more. Carli gasped as Ruth made her way over her collarbone and down her chest. Carli’s tits stood up proudly from her body with barely any sag as she lay on her back, and Ruth took her time kissing all the firm flesh around her areola. Finally she sucked one nipple between her lips and flicked it with her tongue.

Carli left out the cutest little whimper, so Ruth did it to the other nipple too, then opened her mouth farther and sucked Carli’s entire areola into her mouth and swirled her tongue around it.

The two women continued to hump their wet pussies against each other’s leg, Carli continued to make the most adorable sounds in her throat, and Ruth continued to feast on her tits, until she felt the urge to continue down Carli’s body.

They both immediately missed the contact when Ruth moved down and had to pull her thigh from Carli’s crotch. But she was sure to drag her hard nipples over the girls body as she kissed her way lower. Ruth always loved the feel of another woman’s nipples on her own body, and she sensed Carli liked it too by the way she squirmed.

Soon she was rubbing her tits on Carli’s legs as she randomly kissed and licked the lower part of her flat belly. Ruth kissed her belly, hips, and all around the bush of hair, teasing that she would go lower, then not going there.

Soon Ruth lifted one of Carli’s legs, high in the air and licked her inner thigh, just above the hollow spot where her leg met her crotch. Carli whined with pleasure, and Ruth kissed the hollow spot. Carli gasped.

Ruth had been planning on working her way down to Carli’s toes, then maybe roll her over so she could savor her shapely calves and the back of her thighs. Then she wanted to feast on that sweet ass she had waited so long to see.

But now she was so close to Carli’s pussy that she could smell it, and she knew she couldn’t pass it up. She had waited so long for this. She was sure that she would have opportunities in the future to fully explore this beautiful young woman’s body. She was so fucking hungry for her, she used her fingers to separate the hair in her way and ran her tongue through the wet lips beyond.

“Ehhhh!” Carli sang, and Ruth used the fingers of both hands to comb more hair out of the way, running her tongue deeper into Carli’s soaking slit. She used her lips and tongue to sensuously kiss the delicate, wet center of the hole. “Ehhhhhhhh!”

Ruth knew the signs, Carli was going to cum quickly. And Ruth was going to savor every drop, Ruth knew that every woman tasted differently, just as every man did, and she found Carli to be delicious! She continued to lap at the wet folds going deeper on each pass. Carli continued to whine. “Ehhhh, Ehhhh, Ehhhh!”

Ruth started to add a swipe of her tongue up around Carli’s clit and she felt her legs quiver as her moans deepened. “Uuhh! Uuhh! Uuhh!! Carli brought her knees up and spread them wide, giving Ruth all the access she wanted. Ruth was so grateful that Carli could make such a move, without thinking about it being lewd or unladylike. And she took full advantage of the offer and went to town on her.

Carli was panting now, in time with Ruth’s tongue. She had never known this could be so good. She had never had anyone give so much attention to her pleasure. Her only previous relationship was mere crude fumbling compared to this. The make out sessions that they had prior to the one and only actual fuck, Carli now realized, were not for her benefit. He had only stimulated her to get into her pants. It was never about her, only about himself.

But this was different. Ruth was concentrating on giving her pleasure, and deriving pleasure of her own from that! Carli vowed to reciprocate the best she could. She knew she didn’t have the experience and skill of this beautiful woman who was making her feel so good, but she was determined to try.

All these thoughts were flitting around her mind as Ruth maintained her oral assault, lapping, licking, probing. Every swipe of her tongue took Carli higher. Closer to her climax. She was panting in her high pitched voice, which only encouraged Ruth more. And just when she thought it couldn’t get any better, Ruth slipped a finger inside her.

Ruth was sure to suck Carli’s clit in between her lips as she slid her middle fingertip all the way inside her, then turned her hand palm up. She drew her finger back along the top of her pussy and straight to her Gspot. Carli never even knew there was such a thing. But when Ruth pushed against it and started rubbing, while sucking her clit, she fucking exploded!

By now Roger, remember Roger? Roger had been tasked with bringing the ladies some wine. He had taken his time and cleaned up all the beer cans from the coffee table, then picked out a nice wine and 3 glasses and followed his cock upstairs. He knew full well how badly his wife had wanted Carli, she talked about her all the time. And now that he saw her, he understood. She was smoking hot!

So when he got to the bedroom door he paused and listened. What he heard completed his dicks journey toward full erection. He heard the soft moaning and gasping of two women making love. And as much as he would love to watch, he could not bring himself to interrupt them. And besides, he knew from experience how erotic it could be just listening to two sexy women going at it. So he got comfortable on the floor with his back to the wall, right next to the door. Wine in one hand, hard dick in the other.

He could hear both of them making their sexy sounds of satisfaction. But eventually he could only hear Carli’s voice, and he knew his wife was working her magic. Carli’s voice grew louder, more urgent with her excitement. And soon he knew she was on the verge of cumming.

He could see it plainly in his mind, as he had seen it in person enough times. He knew Ruth was in a zone and she was going to have Carli screaming soon. He took a swig from the wine bottle and stroked his cock and waited for it.

When Ruth pushed her finger inside Carli she was amazed by how tight she was, and overjoyed by how hard and quickly she came. She worked on the Gspot while still sucking and licking her clit, and the girl went crazy. Carli clawed at the sheets and dug her heels in, lifting her ass off the mattress as she let out her loudest shriek yet.

Ruth felt Carli’s snatch clamp down on her finger and she fought to maintain her pressure on her Gspot as Carli squirmed and thrashed. Carli was so tight had very strong inner muscles.

She had a vision of Roger trying to get his cock in her hole and realized she better try to get more fingers in her. She had to get Carli ready for the fucking she was going to get. She didn’t want Carli to experience too much pain. Even though she knew that the threshold of pain and pleasure was a thin one.

Ruth pulled her knees up under her and maintained the suction of Carli’s clit. Ruth began to fuck her with the single finger, in and out, in and out, using her wrist to work the digit, her mouth on Carli’s clit, just sucking and swirling her tongue around it. “EHHH EHHH EHHHHRUTH!” Carli wailed.

Ruth added another finger and kept up the rhythm, in and out, in and out. Dragging her fingers across Carli’s Gspot with each stroke. “EHHH EHHH EHHHH!” Carli sounded so sexy to Ruth, and to Roger, who could hear her clearly through the door. He wondered if Ruth was using one of her toys on her

“RUTH! EHHHRUTH! WHAT ARE YOU DOING? EHHHSTOP!” Carli exclaimed. She had never known this much pleasure before, didn’t know if she could handle it. She had never cum this hard with her hairbrush. Nor when she teased her own clit. She couldn’t fathom what she was feeling and she was afraid of how much more she had to endure, but at the same time she didn’t want it to end.

Ruth soothed her free hand up Carli’s quaking body and replaced her mouth with her thumb on Carli’s clit. She whispered, “Oh yeah baby, cum for me. Cum for Ruth sweetie.” “EHHFUCKRUTH! I CAN’T TAKE IT!” Carli blurted as her head thrashed back and forth and her hips undulated with Ruth’s probing fingers.

Ruth was sliding her free hand across Carli’s torso, up across her tits and back down over her belly as she told her softly “Sure you can baby. You can take it. Keep cumming for me.” She slipped a third finger in her friend and kept stroking in and out.

The pressure on her fingers from Carli’s spasms was just so exciting for Ruth. It had been years since she had felt a pussy this tight. And the amount of cum that was flowing freely onto her hand and down Carli’s ass, soaking the duvet was impressive.

She kept her fingers working in Carli’s hot, tight snatch and leaned forward to kiss and lick her nipples. Carli gasped and seized her head. She didn’t think she could take anymore stimulation. She tried to pull Ruth up for a kiss, and Ruth gladly assented.

Carli noted the difference in the taste of Ruth’s mouth, and knew she was tasting herself, her own pussy! And while she had never thought about it before, she realized she liked the taste. And she liked the idea that she was tasting herself on Ruth! She wondered if Ruth was going to taste the same when she finally went down on her.

Because she had every intention of giving Ruth the same treatment she had just received, she just hoped she could provide the same level of pleasure.

Ruth stretched out on top of Carli and kept fucking her with her fingers. They were kissing passionately and Carli was still riding a series of small orgasms.

Feeling the weight of Ruth’s body on top of her reminded Carli of the time her ex had fucked her. Except Ruth was doing it with more caring and passion. Her husband hadn’t kissed her while thrusting himself into her. And he surely didn’t last as long as Ruth’s fingers. She felt like she was finally making love, for the first time in her life.

Carli’s hands explored Ruth’s body and she tried to get one hand on Ruth’s pussy. She wanted to reciprocate the way Ruth was making her feel.

Carli remembered what Ruth had said about making someone feel as good as they made you feel. That and a desire to thank the woman for helping her discover these erotic delights and new experiences, topped with a healthy dose of curiosity, made her wrap her arms around Ruth and roll her suddenly onto her back.

Ruth let out a yelp of surprise as she was flipped over and Carli came to rest on top of her. Carli immediately resumed kissing Ruth, then she moved down to her neck and chest. She wasn’t as slow and sensual as Ruth had been when she kissed her way down Carli’s body, her excitement wouldn’t allow it. But Ruth was thrilled by the girls enthusiastic approach. Carli was taking the initiative, she was taking control, and Ruth couldn’t be happier. Or hornier.

“Ohh yes Carli, yes.” She murmured. “Oh sweetie you are making me feel so good, don’t stop baby.” Ruth encouraged Carli. She knew the young woman would eventually learn to be more gentle and make it more torturous, but at that moment, she was ready to go anyway. She didn’t need any more foreplay. She was glad to be ravished.

Roger had heard Carli cumming, and it had sounded like a good one. Then he heard her settling back down to a steady panting. He knew his wife had gone down on her, and he was glad for her as he knew she had waited a long time for that.

When Carli’s moans settled Roger figured that was his cue for his entrance. But as he was getting up to gather the wine glasses, he heard Ruth squeal with surprise. Then he heard her moaning and encouraging her new lover, and he was both disappointed and happy.

He was disappointed that he would have to wait for a chance to fuck this beautiful young woman, but happy that she was coming out of her shell and putting the moves on Ruth. And he was happy for his wife, who was now apparently being devoured by the little hottie.

So he took another swig of wine and sat back down, and tried to keep his hands off his dick while he waited, and listened. He didn’t want to be too primed.

Carli was now focusing on Ruth’s titties. She thought they were so cute. They were smaller than her own, and not as firm, but the nipples stuck out much farther from a much smaller areola. They were a bright pink, unlike her own dark, chocolate colored ones.

And she was learning that they were just as sensitive. She tried to apply all the techniques that Ruth had used on her. She licked them and circled them with her tongue. She pointed her tongue out and flicked it over the extended nipples. She sucked them in between her pursed lips and pulled her head back. She even gnawed gently with her teeth. All the while switching back and forth randomly between the two, paying close attention to Ruth’s responses getting emboldened by Ruth’s whispered, but excited encouragement.

She was so emboldened in fact, that she began to use her fingers to tease Ruth’s hairless pussy. She drug her fingers over the sensitive area and her beautiful lover gasped at the sensation. Carli was amazed by the texture, the soft wetness. So she did it again, and again she got a positive response. “Yes baby, touch me, touch my pussy!” Ruth gasped. “In fact, my boobs are good for now, take your time and get to know that spot.” Ruth whispered with a smile.

Carli was ready to move down anyway. She wanted to see Ruth’s private place, pussy, she reminded herself. She wanted to see Ruth’s pussy. The bare flesh around it, the subtle dark pink petals of flesh, she needed to learn about it. She needed to know what it tasted like.

She smiled at Ruth and wasted no time with kissing her way down Ruth’s torso. She went to her knees and used her hands to spread Ruth’s legs wide. She gazed at the beautiful sight before her with wonder. “Go ahead sweetie, touch it, touch me.” Ruth urged. “Get acquainted, make yourself at home down there!” Ruth added with a giggle. She got up on her elbows so she could watch what Carli was doing.

Roger overheard his wife and smiled, before taking another gulp of wine and clasping his hand around his cock.

Carli was kneeling between Ruth’s legs and looked up at her with a devilish smile that was reflected in her eyes. She reached down and drew a single finger up into Ruth’s lips, causing her friend to hum contentedly.
She loved the way Ruth looked without hair. All her feminine features on full display. She decided that she would allow Ruth, and whatever friends she wanted to invite, to make her look like that too.

When she looked up at Ruth, she was using her fingers to pluck a hair from her tongue. Carli realized that it was her hair! Her mind was definitely made up then, she had to start grooming. But first she wanted to give Ruth the best experience she could.

Carli brought the finger to her face and examined the dampness on the tip. She looked Ruth in the eye and placed it on her tongue, before closing her mouth on it and making a contented hum of her own. As Ruth smiled at her with appreciation she decided she liked the taste, and definitely wanted more. She smiled back shyly.

Carli wanted to take her time, she wanted to explore Ruth, thoroughly. She took her fingers and played with the tender labia. She pushed them around and loved how pliant they were. She noticed that if she pushed both sides apart it stayed open, revealing the pink center. It reminded her of a blooming flower.

She used both hands to pull and rub both lips at once, like Ruth had done, and when Ruth whimpered, Carli smiled, knowing she would be using her mouth to do that. And soon.

Finally she turned her attention to the little nub peaking out of it’s hiding place above the wet slot. She rolled her fingers over it and Ruth whimpered, “That’s right sweetie, don’t forget that clitty!” So Carli rolled it between her finger and thumb, causing Ruth to moan again.

Ruth was aching for Carli to use her mouth on her, but wanted to allow her to explore, to get to know another woman’s pussy. “Watch this baby.” Ruth told her. She reached down and pulled the skin back from her clit and it stood straight up, begging for attention. She let go and the skin partially snapped back into place, but the little bundle of nerves was more exposed now.

Carli was amazed by the erotic sight. She knew about that particular part of a woman’s body. Her ex fiancĂ© had played with hers once or twice, before they went all the way. But he had never followed through and made her cum. She had explored that herself, so she was well aware of the potential of the little knob of flesh. And to see Ruth’s displayed so boldly made her hungry for it.

She used her own fingers to stretch the skin back like Ruth had, and brought the nub to attention again. She leaned in, Ruth’s aroma filled her senses as she drug her flattened tongue across the erect nub. “OHHH!” Ruth sighed, so she did it again. Again Ruth sighed, so Carli pointed her tongue and flicked it across the sensitive kernel, causing Ruth to gasp.

Then she simply kissed it. She gave it a big, loud smootch, causing Ruth to squeal. She smiled at Ruth and kissed her there again, this time she sucked on it and used her tongue, just like she had done to Ruth’s mouth. Ruth responded with a deep moan.

By then the smell wafting up from the open slot below drew her attention and she ran her tongue around the soft flesh of her lips, bringing another sexy sound from Ruth’s throat.

Carli looked up at Ruth and her friend looked back with an encouraging smile and ran her fingers through Carli’s hair to the back of her head and said softly, “Go ahead baby, keep going.”

Carli was filled with emotion, and the need to bring Ruth to the top of her pleasure point. She was suddenly filled with a determination to show Ruth her gratitude for teaching her about these new sensuous delights.

She allowed Ruth to guide her face down and into the wet pussy and went crazy with her tongue. She licked the delicate folds of flesh and the wetness between. She swiped over the clit at the top, back and forth, up and down. Then back down to lick up the sweet nectar flowing from Ruth’s hole.

Ruth was shocked by the voracity of the assault, and was moaning loudly. She was loving her young friend’s eager attention. What Carli lacked in finesse, she more than made up for with her enthusiasm.

Carli was moaning herself as she lapped and licked, seemingly enjoying herself as she ate her first pussy. Ruth laid back and brought her other hand to the back of Carli’s head as she whispered, “Oh yes baby, YES!”

Roger took another swig of wine and smiled at the sound of his wife being pleasured. His other hand was slowly stroking his cock.

Madly, Carli sucked Ruth’s lips and lapped her clit, then sucked it too. She pushed her tongue as far into Ruth’s depths as she could and slurped before going back to the clit. She kissed and licked and sucked, randomly between Ruth’s legs. She was encouraged by Ruth’s hands on her head, her moaning, and the rolling of her hips.

She remembered Ruth’s seemingly rough treatment of her own labia earlier, and sucked hard on them, mashing the aroused flesh between her lips

Ruth was writhing and moaning, her head tilted back. She was so fucking turned on that Carli was eagerly eating her, finally! She was ecstatic, and well on her way to cumming hard, on Carli’s face!

Carli started to focus more on Ruth’s clit, but she still had to lap between her lips occasionally. Then she remembered what Ruth did to her. She brought her hand up under her chin and slipped her finger hesitantly between Ruth’s lips. She knew Ruth had hit a spot in her own pussy that she never even knew she had. She wanted to know if Ruth had that spot too.

She felt Ruth’s inner muscles clasping her finger, trying to draw it in, and Carli stiffened it to push deep inside. Ruth let out a long, deep moan.

Roger leaned his head back against the wall. His eyes closed as he envisioned the action on the other side of the wall. His fist tightened on his dick.

Carli tried to focus on finding the spot she wanted. She pulled her finger back, her pad dragging along the top of Ruth’s pussy. There! She knew she had the spot when she felt the spongy texture and Ruth’s whole body twitched.

She had her fingertip directly under the hard bud she was sucking on, like she was trying to push it from behind, and farther into her mouth. “OH YES CARLI! YES RIGHT THERE BABY!” Ruth exclaimed as her hips raised her ass off the fashionable bed.

Carli wagged her finger side to side on the area, her tongue working the morsel between her lips. Ruth’s strangled cries and flexing pussy egging her on.

Roger shook his head and gave in to his desire to see the action for himself. He stood and quietly turned the knob on the bedroom door. Easing the door open, just far enough, he slipped his head in. What he saw made him catch his breath.

Carli was on her knees facing away from him. She was completely bent over with her mouth clamped on Ruth’s snatch. Her puffy pussy clearly visible below her very sweet ass. She had a hand under Ruth’s ass, helping to hold her up to her mouth. Her other hand was under her chin, with at least one finger up inside Ruth’s pussy.

Carli was completely focused on her task. Ruth was somewhere else altogether. She was in that place she went when she was cumming hard. Todd stepped quietly into the room, wine bottle forgotten in his hand. Three glasses forgotten in the hallway.

Ruth ground the back of her head into her bed as she held Carli’s face to her crotch. Her hips undulating of their own accord. Carli struggled to maintain the pressure that brought Ruth such ecstasy.

Ruth was now humping her wet snatch into Carli’s face, literally fucking her face. She used her hands to pull the young woman’s face in harder. Carli was ecstatic to provide that much stimulation to her lover.

Finally Ruth’s feet shot out from underneath her and her ass dropped to the bed, still clasped by Carli’s hand. She started to squeal, “Enough! Enough, Carli, Enough! I, I can’t…. Enngghh!”

Carli relented, but realized she really didn’t want to. She had really enjoyed bringing her friend off. She was sure she would want to do it more. Much more. She had enjoyed it as much as getting Roger off. She was learning so many fun things!

She already had taken note of what Ruth had responded to the most, how her climax had built, how her taste had become richer when she was cumming, all of it.

Being the fast learner that she was, she was already critiquing her performance, and thinking about how she would do it next time.

Ruth had cum so hard that it flowed into Carli’s hand. Ruth looked at her with slitted eyes as Carli sucked her digit clean, clearly enjoying the taste. “Come here baby.” Ruth told her as she held her arms open. Carli crawled up to lay on top of Ruth and they kissed, tasting themselves on each other’s mouth as their tongues dueled.

Once Ruth had come down, she noticed Roger at the door, but said nothing to Carli. She now brought her hands to Carli’s ass and massaged it sensually, spreading her cheeks for Rogers’s viewing pleasure. He smiled and stroked his cock again.

When the ladies broke their kiss Carli quietly asked, “Was that okay?” “Was that Okay?!” Ruth asked as she stroked Carli’s face, “Sweetie that was more than okay, it was fucking fantastic! Couldn’t you tell how hard I came?”

“Yeah, I guess I just wanted to hear you say it.” Carli whispered shyly. “I loved it baby, you really made me cum hard!” Ruth told her honestly. She knew she needed to praise her young friend and build her confidence. “It seemed like you enjoyed it too, you sure were enthusiastic!”

“I did enjoy it.” Carli whispered. Then she gushed, “I wanted to do it for you, to thank you for showing me so many new things. But I admit I was curious too. Curious about what you would taste like, what it would be like to do that! I only hoped that I could make you feel half as good as you made me feel.”

Ruth ran her fingers through Carli’s hair and said, “You did baby, you made me feel fantastic!” Then she asked, “What about you? Did you like what I did to you?”

Carli rolled her eyes and exclaimed, “Oh my God yes! I’ve never cum that hard in my life! I think I blacked out or something!”

“Well I’m glad sweetie, I loved doing that for you. And do you know what the added benefit of all this was?” Ruth asked. “Mmm, no what?” Carli replied with a grin, waiting to learn more.

Ruth rolled the woman off her and onto her side beside her. She nodded her head towards the door and said, “We got Roger hard again. I think he is ready to fuck you now.”

Carli looked over and saw Roger, her eyes widened as she looked at his cock, once again it was beautiful and menacing. She spread her legs without thinking, and smiled at him.

The End. (Of this chapter. Obviously at least one more is called for ;->)

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