Karen had, after all, showered with Diane before and
they were roommates but this was pretty private. Even
so, she leaned up, slipped the elastic over her butt-
cheeks and stretched her legs out and also kicked off
her under panties. Karen’s pussy was also getting very
moist. Without even touching it, Karen felt the
pleasant sensation in her loins.

The girls, now totally naked, in near darkness faced
each other as they sat, cross legged on Karen’s bed.
Diane reached up to her right breast and started
stroking the nipple.

“It’s already hard as a button… check it out.” Karen
hesitant at first, reached over to Diane and lightly
stroked her nipple lovingly and slowly. Karen loved the
touch of Diane’s nearly full-sized breasts and quickly
pulled back her hand.

“C’mon, do what I do.”

Karen looked up at Diane and saw the sly and nervous
smile and started rubbing the nipples on her own too
small breasts. The thirteen-year-old’s body was
awakening to all sorts of things. Sure, she’d touched
herself before but this time it was to make herself
feel GOOD!.

Diane, naked and rubbing all over her upper body, gave
Karen a kind of permission to enjoy the feelings she’d
always taught herself to ignore and even stop. Such was
the depth of the discipline of the Navy brat’s
upbringing. But it melted away as she discovered the
pleasure of her own body which was becoming
increasingly excited. Karen continued caressing her
tits and nipples, experimenting with different touches.
She tried rubbing her fingers over the tip, and then
holding the soft mound of new tit-flesh firmly in her
hand.

“How ya doin?” Diane asked.

“Wow! It does feel good, Diane!” Karen had nearly
forgotten about Diane even though she was sitting
directly in front of her but Karen was totally focused
on this new feeling of breast play.

The 15-year-old Diane didn’t really know if she should
start stroking her pussy yet. She didn’t want to scare
Karen off too soon, before she got firmly into the
mood. But her own feelings were starting to get the
better of her and soon her hand drifted down to her
pussy and started stroking.

Karen was amazed. She had of course heard of girls
playing with themselves, but her mother had always told
her that only “bad” girls did that, and it was evil.
But Karen didn’t think Diane was bad, and what she was
doing certainly didn’t look evil. And Karen was felling
very, very, good herself. Karen kept stroking her tits
and rubbing down to her belly, and wondered if she
should do what Diane was doing.

Diane looked at Karen and knew that it wouldn’t be long
before she got caught up in their sex play. Diane
remembered her own first time and knew what Karen was
in for. And then, as if it were the most natural thing
to do, Karen’s hand dropped down to her crotch and
gently started stroking the few hairs above her pubis.
She stroked in a circle around her clit and then slid a
finger down to her pussy slit. She was surprised to
find her pussy already wet and was embarrassed at the
sound it made when her finger began sliding up and
down. Diane smiled to herself when she saw the look of
shock mixed with pleasure on Karen’s face as she began
to discover the thrill of playing with herself for the
first time.

But Diane also had other plans for Karen. She wanted to
be an intimate part of this young girl’s first sexual
episode. Karen obviously didn’t fully understand what
was happening to her, and Diane decided that the time
was right. She couldn’t wait any longer and desperately
wanted to stroke Karen’s pussy and that very thought
made Diane’s pussy wetter with excitement. Finally she
just made her move.

“Okay, Karen,” Diane uncrossed her legs and stretched
out on her side next to Karen. “Let’s try something
else.” The older girl leaned on her left elbow, her
firm nubile tits still pointing nearly straight out in
front of her. With her right arm free, she reached for
Karen’s ankle and pulled it downward, getting her to
uncross her legs. Karen complied.

“I want this first time for you,” Diane said softly,
“to be very special… to be really good.” The 13-year-
old stopped playing with herself and curiously looked
at Diane. She knew, sort of, what her roommate had in
mind since Diane had positioned herself very close. The
fifteen year old looked into Karen’s face and then at
her moist pussy. She simply took control by not waiting
for a discussion to start.

Diane reached over and gently placed her hand on
Karen’s thigh above her knee and began rubbing back and
forth, each time coming closer to her warm pussy. Karen
tensed up at first and looked nervously at her would-be
instructor. Diane, aware of the tension, just continued
slowing stroking her leg, each time coming closer and
closer, but slow enough so that Karen would have time
to stop her if she wanted to.

“Now relax and know that I would never do anything
against your will or to hurt you.” Hearing the words
she wanted to hear, Karen leaned back against her
pillow and, literally, put her body in Diane’s hands.

Diane’s little finger was now brushing across Karen’s
vaginal lips on each stroke, and Karen knew that this
was going to be a very special night. “Just lay back,
Kay… I wanna do this for you.”

“I-I I dunno, maybe you shouldn’t.” Karen did not
protest too strongly because the feeling of Diane’s
hand felt even better than her own. “Karen… we’re
best friends, aren’t we? … I know what I’m doing and
I just want you to have the best come of your life…
with me.” Diane sounded almost like a big sister with
her friend. “Just close your eyes, I’m going to make
you cum, make you feel better than you ever have
before.” With that, Diane squeezed her roommate’s thigh
just below her pussy and then moved her hand into the
young girl’s excited mound and softly caressed her
there. She stroked her leg on one side of her pussy and
then slid it across, through that hot honey-pot to the
other side and then back into her virgin pussy.

Karen forgot about any thoughts she had about what was
right and wrong and concentrated totally on the
incredible crescendo that was building in her body.
When the 15-year-old’s fingers moved up and down
between Karen’s legs, she opened them wider. Her heart
started beating faster and her breathing became more
labored. She loved every sensation. She wanted more.

Diane, too, was filled with excitement for she was with
someone that she liked very much and also someone she
found very attractive. In the dim light of their
darkened room, Diane leaned over and placed her lips on
Karen’s bare chest and lightly grazed her nipple. Diane
was enraptured by the taste and feel of Karen’s budding
tits, and she knew that Karen was really getting turned
on. For her part Karen was the passive partner in this
forbidden affair.

Knowing that she was in good hands she simply gave up
to her overwhelming feelings and let Diane take the
lead. The older girl kissed her way to Karen’s belly.
She tickled the navel with her tongue and Karen moaned
in ecstasy. The older girl’s face was but inches from
Karen’s young virginity. Diane could see the reddish
tint of her sparse small mound of pubic hair, only
beginning to show itself.

Diane raised her own leg and put it over Karen’s thigh
and positioned herself so her pussy rested against
Karen’s leg. Karen shuddered at this most intimate
touch. Then Diane lowered herself further and pressed
her sopping wet pussy onto Karen’s foot. Diane raised
her hand, squeezed Karen’s pussy lips together and
kissed those pursed lips. It was a soft kiss with wet
lips. The 13-year-old Karen shivered immediately and
took a quick, deep breath. And Diane took the tip of
her roommate’s girlhood into her mouth and began gently
sucking her spasming clit. She kissed and sucked more
of the girl-clit into her mouth until Karen thought she
would pass out.

Then when Karen thought it could get no better, Diane
poked her finger into the entrance to Karen’s
womanhood. It was incredibly tight and Diane could only
slide her finger up to the first knuckle. Karen winced
in pain at first, but knew that she didn’t want Diane
to stop. Gradually Karen relaxed her pussy muscles and
allowed Diane’s finger to stroke her in and out, until
the finger was finally almost half way in. Diane was
surprised that she hadn’t encountered her cherry yet.
But Karen’s pussy was so tight that Diane was sure that
no boy’s dick had ever penetrated its sweetness.

Karen was flying. The first quake of the virgin’s
climax was welling up and ready to explode. The wet
warmth of Diane’s mouth brought tingles and tremors and
finally, she felt a tightening inside her… she knew
her body was wanting to explode and the rush she had
never before felt took over in a series of involuntary
spasms, one after another. Indeed, all Karen could do
was roll with it for Karen was no longer in control.

Her rebirth was eminent and it came forth in torrent of
powerful spasms. Diane knew she was sucking the essence
of her virgin friend. She wanted it to be an incredible
experience for her young roommate and she sucked and
probed until Karen was completely spent and breathless.
Karen had come very close to losing consciousness for
she’d never experienced pleasure so deeply in her body.
She lay motionless except for the pounding beneath her
new-formed breasts which moved up and down as she
gasped for enough air.

***

Diane waited. She remembered her own first time with
her friend back east… remembering that she too came
for the first time on her best friend’s mouth and
fingers. Finally, as Karen began to settle, Diane slid
upwards, keeping half of her naked body against her
young lover. Diane whispered in Karen’s ear as she
stroked her red hair in the darkness. “That, Karen, is
your first sex.” Diane said. “It WAS awesome, wasn’t
it?”

Karen was still breathing heavily. “Yeah… I still
don’t know what just happened.”

“I want to do this with you again and again.” Diane
said. “Did you LIKE it?”

“Yeah.” Karen barely whispered, still recovering. “In-
CRED-ible.” She took a breath. “My whole body.”

Diane was pretty satisfied and actually she felt very
warm feelings for having brought her roommate to her
first bone-jarring sexual release. She had warm
intimate feelings just then and she hoped tonight would
be just the beginning of a close and intimate
relationship and she felt pretty good about spending
the whole school year with Karen… and in this bed.

Diane moved back beside her red-headed young roommate
and lay back, sharing her pillow. And she slid her left
arm across Karen’s chest and rested her hand on Karen’s
breast. Karen, still pretty mellow in the afterglow of
her first orgasm, moaned softly at the softness of
Diane’s hand on her young breast, no longer ashamed at
its size. After all, if Diane liked her breasts, they
must be alright, even though they were so much smaller
than hers.

It did seem strange being naked and cuddled next to
another girl, even if she did like Diane a great deal.
But the touch made her feel warm all over. The
closeness and comfort she felt as her roommate rested
her cheek on Karen’s skin, was fostering a powerful
feeling of love in young Karen. She didn’t call it
that, could not call it that at this point, but she was
beginning to feel it strongly.

Diane, as yet unsatisfied, began caressing her own
pussy once again. She remained very aroused as she had
pleasured her friend and being close to her kept her
excited. Diane rubbed her pussy very slowly and
deliberately and Karen watched as she rested her face
on Diane’s chest. Finally Karen drew her own hand over
to Diane and replaced her hand with her own. Karen had
never touched her own pussy sexually before and
certainly not someone else’s. She stroked it gently,
feeling naughty with the wetness. She turned her finger
downward into Diane’s treasure hole and rubbed it
gently so as to return the pleasure that Diane had
given her just a few minutes before. Diane very lightly
put her fingers on Karen’s hand, touching Karen as she
stroked–feeling the other hand as it worked into
Diane’s pussy.

Karen was getting used to the feeling of her friend and
also the idea that someone else’s pussy isn’t so bad.
She learned at the very beginning that sex is an
expression of giving and taking and she was giving back
what she had enjoyed so fully. Karen decided she wanted
to explore her roommate more fully but she felt
somewhat self conscious for the girls were lying naked
in each other’s arms on top of the covers in a room
with an unlockable door. She didn’t want to be
interrupted by strangers for what she was thinking
about doing. So she stopped.

“Lets get under the covers, Diane.”

Diane agreed by silently getting up off the bed. Her
nervous excitement was obvious as the aroma of heated
sex wafted across Karen’s nose. Karen also climbed out
of bed and bent over to pull the thick comforter down
and as she did, Diane grazed a hand over Karen’s back,
down over her hips and across her small, bare buns.
Karen moved the covers down but paused before getting
back into the bed. Karen enjoyed the feelings of her
roommate’s fingertips on skin no one ever touched.

“That feels nice,” the red haired girl whispered. Diane
opened her palm and caressed Karen’s fanny, enjoying
the baby soft skin as it folded to the center. And she
leaned down and kissed one of Karen’s cheeks, something
even Diane had never done before to another girl. Diane
thought for a moment that there was nothing about Karen
she didn’t like and that the two of them might well
learn to experiment a great deal with each other as
time went on this year at school. The girls crawled
into bed and Diane resumed her position on her back.

Karen lowered herself and instead of lying beside her
young first-time lover, she pushed her upwards so there
was more room at the foot of the single bed under the
blanket. Diane complied by sliding upwards, leaning her
shoulders against the headboard. She could not see
Karen who had sprawled across the bottom and put her
head and chest between the legs Diane spread as she
realized what Karen was up to.

Diane was a little surprised for she figured that Karen
was getting pretty deep for this first time. But Karen
was hungry for the touch of her roommate and she had
basically curled up between Diane’s thighs and rested
her head on one of them and resumed her position at
Diane’s pussy. It had taken Diane weeks with her first
lover to do anything besides finger-play and here Karen
was taking initiatives that were very surprising. But
the fact is, for all the discipline ingrained into her
by her military father, Karen craved touch — the
closeness she had missed since her mother died.

She had always held her when she was young and she
realized with Diane tonight that that is what she had
desperately missed. If sex with her trusted friend
would give it to her, Karen was willing to do whatever
to restore her well-being. In only moments, Karen had
nuzzled her face into Diane’s pussy. It was as if she
was putting as much of her body against Diane as she
could. Karen wrapped her legs around one of Diane’s,
keeping skin up against her own pussy.

And her cheek was against Diane’s pelvis and her arms
too were touching as much of the older girl’s skin as
their positions would allow. As Karen’s fingers spread
Diane’s pussy she inhaled the strong and pungent aroma.
Diane was very turned on. She rubbed her face all over
Diane’s pussy and then stuck her tongue into its depths
as far as it would go.

Diane focused on the warmth that Karen’s mouth and
tongue were giving to her pussy. She knew that it
wouldn’t be long before she came and she wondered what
this young girl was thinking. She now seemed quite at
ease with their lesbian behavior, as if she had been
doing it for years. But Karen was hungry for this and
she decided to just let whatever happens, happen. Karen
found Diane’s pussy salty and strong tasting, but this
too seemed to excite her more. She knew that this was
all part of her “deflowering” tonight, even if it was
with another girl. Diane tried to remain calm until the
end, but it was hopeless. The flood was coming. She
would be denied.

Karen too was focused. She had been under the covers in
total darkness. Her arms were spread over Diane’s
smooth thighs and was content to suck and finger-fuck
Diane’s adolescent pussy forever. She had given herself
completely to it–kissing and licking and worshipping.
Her girl tongue was all over it and when Diane’s pussy
started giving up more of her lesbian juices, Karen was
thrilled and the taste made her mouth water even more.

When Diane lost control and exploded into ecstasy, the
younger girl felt the throbbing spasms not knowing
really what was happening for Karen had only just
experienced her own first orgasm moments ago. Diane was
nearly crushing Karen’s head with the grip of her
thighs, but Karen didn’t mind. And still, she kept her
mouth on Diane’s pussy until the spasms slowed. But
Karen did not want this closeness to end. She raised
her head from Diane’s pelvis and rubbed her hands all
over her thighs, drawing as much as she could from the
touching. Diane had not looked at sex in such an
intimate way before.

It had always been focused more on getting off. She had
wanted to give pleasure to Karen, but mostly so that it
would give her a feeling of power over Karen, in
getting her to have sex with another girl. This was a
little different feeling. Diane reached down and simply
held her hands on Karen’s hair, stroking it, feeling
the sensation of Karen’s head against her girlhood.
They were in no hurry.

Diane pulled Karen up from between her legs and now the
girls were in each others arms, naked and cuddling
under the blanket. There was no way Diane would
consider going back to her own bed tonight. And Karen
certainly didn’t want her to. The girls said nothing.
They focused on the warmth of sharing and warmth of
each other’s bodies at this moment. The ninth graders
had shared a new experience together at this school…
and they had begun to form a bond deeper than
adolescent sex. For there was a great deal that drew
these lonely girls together. And both of them drifted
off to sleep, feeling less alone than they had since
they came to school.

-=PART 3=-

Morning came very soon for the girls had spent until
well past midnight making first love with each other.
When the wake up buzzer went off, the pair were
startled. Karen was the first to move. The girls were
sprawled and disorganized as they awoke under the
covers. And a little crowded and stiff from not moving
much. Karen was in no hurry to get out of bed. Diane
was on her back, slightly twisted, with her right knee
against her left thigh, and Karen’s arm was across her
waist.

She remembered the touching the girls had shared in
darkness the night before and for a few moments, Karen
just rubbed her fingers in the valley of Diane’s smooth
breast, down the round and firm belly, and into the
moist hollow of her thighs. Diane became aware as she
rose to consciousness that her new lover was caressing
her pubes. She too, was in no hurry to move for Karen’s
fingers were making Diane excited all over again. And
she knew they had no time for more sex play.

“You’re making me hot again, Kay,” Diane whispered. The
15-year-old rolled over and faced her red-haired
roommate. Karen looked at Diane’s warm grin under her
tousled long brown hair and Karen thought she could
stay in her bed with this girl all day but she knew
they had to get moving. Diane pulled the covers down…
she wanted to look at Karen’s body.

Up until last night, she could only steal looks in the
shower or when they were dressing but now when Diane
looked at Karen’s pussy–with slightly more hair than
she was accustomed to seeing–she reached down and
touched her with her fingers… and caressed her. As
Karen responded by lifting her leg, Diane’s fingers
found their way to Karen’s young slit. Gently, she
rubbed it. At still 13, Karen had only a tinge of red
pubic hair above her pussy.

She had little hair at all on her body, except for
another small tuft under her arms and light reddish
blonde hairs on her arms. Diane thought Karen was
physically immature, since she hardly had breasts at
all. But she did have that very strong orgasm on
Diane’s mouth and fingers the night before. As Diane
caressed Karen’s semi-hot pussy, she smiled, realizing
she had tasted Karen’s very first come.

“We’re gonna be late, Diane,” Karen whispered,
disappointed that they couldn’t lie together all day
repeating their lovemaking.

“I know,” Diane answered, and as she did, she leaned
over and kissed Karen’s pussy. “We’ll just get back to
that later.” With that, Diane climbed over Karen and
stood over her for a moment, showing her her spread
pussy. This was the first time Karen had seen her
roommate’s hot pussy in the light of day. It looked so
much prettier than Karen’s own and she could barely
make out the tiny hood covering that sweet clit. She
studied the mound of hair above her pussy, contrasting
to a hairless belly and developing, nubile young
breasts. Karen thought Diane had a beautiful body and
she wanted to touch it more, but it was getting late.

The girls could hear the sounds of the dormies outside
in the hallway… the usual morning noises of radios
and chatter and the distant sound of the showers. At
least it was Friday and the girls had free time on
Saturday.

“Tomorrow, we can sleep in, Diane,” Karen grinned.

“It’s a good thing… if I get too much of THAT,” Diane
mused as she looked at Karen, still naked on the bed,
“we’ll both flunk out of school.”

The girls hurried, skipping the shower this morning for
they were running late. They dressed, made the morning
trip to the bathroom, and headed for breakfast. Both
girls were tired for lack of sleep but as they walked
into the cafeteria, got their trays and sat down, both
thought about the night before. And their secret.

As Diane started wolfing down her breakfast, Karen just
toyed with her.

“God, I wonder if it shows?” Karen wondered out loud.

“What?” Diane said, her mouth full of food.

“You know.”

Diane grinned. “I don’t think so. If half the girls in
the dorm aren’t doing it, they don’t know what they’re
missing.”

Karen was a little embarrassed because Diane was louder
than she thought was prudent. “Shhh!” Karen grinned.
The girls ate up and headed for class.

Diane was usually distracted with sexual thoughts
throughout the day… and mostly she thought that she
was happy she’d found someone to have sex with… and
she was glad it was her roommate so they wouldn’t have
to sneak around and make arrangements. And also someone
she found fairly attractive.

Karen had more discipline and she worked at
concentrating on the class-work and taking notes. When
the lecture got boring, her mind wandered some… not
always preoccupied like Diane’s … but there were
moments when she daydreamed back to the night before.
And as she glanced over at Diane, who usually sat very
close by in classes, she thought about how beautiful
Diane was. Sometimes she stole a look towards Diane’s
skirt to reinforce the memories. “I sucked the pussy
under there” Karen thought.

Diane, on the other hand, looked at lots of girls that
way only she was more careful about it. She would
imagine what it would be like to touch them–and even
be naked with some of them. The dormies, she’d seen
before in the shower. The rest, she only could think
about. Sometimes, she’d think about what it would be
like to have this girl’s or that girl’s mouth on her
pussy.

This day dragged slowly because it was Friday. Karen
was glad there was no Mass today… for while she loved
what she experienced last night, she had some guilt
feelings when she thought about going to church. She
thought about her mouth, after having sucked on Diane,
to be taking Communion. She wasn’t sure how to handle
that so she put it out of her mind. With Diane around,
she was more easily distracted with the prospect of
another night of naked touching and her pussy was
hotter throughout the day than it had ever been before.
For Karen was sexually awakening and she had left her
childhood forever behind.

Friday night in the dorm was different than other
nights. Some of the girls were gone but others moved
from room to room, noisily having fun. Karen and Diane
knew they would not have quite enough privacy to be
alone so they, too, left St Ignatius for the town’s
small but adequate shopping center. They did a movie
and walked around until the mall closed and they headed
back for the dorm. It was a long walk but the evening
was warm enough. And it gave them a chance to talk. For
half the trip, they talked about the movie, their
classmates–everything but what was on their minds the
most since last night.

Diane broke the ice. “Ya wanna stay up again tonight?”

“If you want to.”

“Yes, I do.” Diane was trying to be nonchalant about
it. But she really wanted to be honest. “Kay… I’ve
wanted to do it ever since the year started.”

“You do it to yourself every night?” Karen asked.

“Just about,” Diane said. “I used to do what we did
with another girl back home in Baltimore. “You really
never touched yourself before?”

Karen laughed. “Nope. Not really. My mom always told me
not to play with myself.”

Diane knew Karen was very sensitive about her mom who
had only died last year. She left that one alone.

“Well it’s funny.” Diane went on, as they walked. “Her
name was Dena. I did you your first time last night…
you came the first time. And it was incredible for you,
too, wasn’t it?”

The girls giggled. Diane went on. “Dena did the same
thing to me. I had a feeling you hadn’t because you
never talk about it… and I always stay awake longer
than you do.”

“Guess that explains why I have to get you up every
morning.”

“Well, I used to think about Dena when I played with
myself but lately I’ve been thinking about you. I can’t
believe we finally did it.”

“Well I can’t either… cuz I always thought it…
well, are we lesbians?”

“Well, I used to think of it that way. Dena likes boys
too, but well… boys don’t do much.” Diane went on, “I
figure I’ll date boys. I like em and I think about em
but, well, girls like sex more. Anyway Dena sure did.”

Karen was taking it all in. “So what did you girls do?”

“Well, I didn’t suck her pussy for a long time… she
would touch my tits, and suck and lick my pussy…
like, she licked mine ALL the time. We probably did it
once a week or every couple weeks, anyway.”

“Why didn’t you kiss her… down there?”

“I dunno. I thought it was nasty, I guess. I always
finger-fucked her after she sucked me. Finally, I did
it to her and we did it all the time after that. She
wanted to stick things in my pussy too but I was too
afraid and besides, I figured it’d hurt.”

“You mean fuck your pussy?”

“Yeah.” Diane continued. “She always brought over these
dildos when she came over. She said that’d make it go
in real easy but I still didn’t want her to.”

Both girls’ panties were moistening in the darkness as
they walked. When Diane mentioned dildo-fucking,
Karen’s pussy contracted only slightly as her body
considered the idea of something other than fingers and
tongues going in her orifices. Karen was learning…
she said nothing and so Diane just went on.

“I tell ya, tho, she had one dildo, that was battery-
powered, that felt so good I almost thought about going
after a real dick. But then when I thought about what
comes with the real dick, I decided to stick with the
dildo.” Diane broke out into a harsh laugh, but Karen
only smiled. Diane must have had some real bad
experiences with guys, Karen thought to herself.

“Anyway, that dildo really felt good. It feels good
when you’re by yourself too, because it feels like it
might have a life of its own. And Dena always knew how
to use it just right on me and herself. Once in the
beginning, she put it on my pussy and kinda slid it
back and forth. I told her I wouldn’t let her stick it
inside but it did feel good on the outside. We oughta
try that… well if you want.”

“Maybe.” Karen’s interest was more than “maybe” piqued.
She loved it when Diane had just her fingers in her
pussy last night.

The topic turned to other things as the girls walked up
the hill to the campus and then into Roberts Hall. It
was close to curfew and the place was pretty noisy. The
girls wandered the halls, sat in on a few conversations
with the upper classmen who were always talking about
boys or marriage or money and making fun of the
teachers. There was a little beer party going on in one
room, some girls watching a VCR movie in another, and
some general wrestling around which was eventually
stopped by Rachael, the dorm’s prefect.

After the girls returned to their room, they puttered
around. Rachael’s bed-checks on the weekends were more
casual. She didn’t check to see they were actually in
bed but instead just to see that they were IN. She came
in and sat on Karen’s bed and talked with them for a
few minutes. They told her about the movie they’d seen
and the three joked around before Rachael went on down
the hall on her rounds.

Diane kinda liked Rachael. She even glanced at the
prefect’s chest hidden under her blouse and the thought
crossed her mind that it would be interesting to get
naked with an older girl some time. She didn’t notice
Rachael doing the same but Rachael had a thing for
young girls, and Rachael had had more than a couple in
her room this term but the ninth graders didn’t know
that. For now, they were into experimenting with each
other.

It was after eleven by now and the dorm was settling
down and most of the girls had retired to their rooms.
Diane and Karen were a little bit tired for they’d
stayed up so late the night before.

“Lets go shower, okay?” Diane was in a hurry to get
things underway and Karen was anxious as well,
remembering the nice time they’d had. The girls
stripped to their panties, Diane grabbed her towel and
headed for the bathroom. Karen dallied for a moment,
thinking she didn’t want to go down there just now for
she didn’t want to call attention. Finally, she too
headed down the hall but Diane was still in the shower,
enjoying the warm water.

As Karen walked nude into the shower room, she saw
Diane and there was another girl who was also getting
undressed so Karen chose a shower head not too close to
Diane’s. Hers was a quick one for Karen quickly soaped
herself, rinsed and left.

When the girls were back in their rooms, they shut the
door and put away their towels. Diane paraded around
some and Karen noticed that Diane’s nipples were
already hard with some anticipation. Her bed was
closest to the light and she turned it off and climbed
into bed.

“C’mon over here tonight, ya want to?” Diane asked
quietly.

Karen slipped into Diane’s bed as the older girl held
up the covers. They lay beside each other and while
Diane lay on her back, Karen slid next to her, waiting
for Diane to start the first move.

“You can rub my back, if you want,” Diane ventured. And
she turned over on her belly, resting her arms under
her chin. Karen told her to slide over for Karen was
right handed, and she climbed over Diane, grazing her
body with her small, but pointed tits until she got to
the other side. And with that, Karen pressed up against
Diane’s side and started caressing Diane’s smooth
shoulders from her back to the outside edges of her
tits that were mashed beneath her.

Karen inched downward and rubbed across Diane’s ass-
cheeks, still covered by her cotton panties. Diane
spread her legs somewhat and Karen took the cue and
grazed her fingers down between the 15-year-old’s legs.
She fondled Diane’s thighs and slipped her fingers
inside the elastic of one leg hole, grazing the skin
near her pussy.

“Let’s get naked,” Karen said. She wanted more. Diane
felt like being pampered.

“You do it.” Diane whispered. Karen started to pull on
Diane’s panties and the older girl arched up so Karen
could slip them down to Diane’s knees. Diane kicked
them off and turned onto her back. The red-haired girl
then slipped her own off and pressed her steamy pussy
against Diane’s leg while she resumed fondling Diane’s
crevice. Karen loved to just touch the girl. She slid
lower under the covers so her head was even with
Diane’s hips. Then she could more easily stroke Diane,
playing with her pussy lips and running her hand down
Diane’s thighs.

The older girl’s legs were marvels of feminine beauty,
and Karen was fascinated with their softness,
contrasting to Karen’s own small and almost boyish
limbs. Karen finally climbed over and rested her cheek
on the soft belly of her lover. She felt very comforted
and Diane’s softness served as an erotic pillow. Karen
continued stroking Diane’s thighs and pubis just below
her chin. And once, she turned her head and caressed
Diane’s soft pussy lips with her tongue.

“Dena liked to do that,” Diane said. What Diane didn’t
say was that Dena liked to lick her ass, too. More than
once, the older girl remembered her 17 year old friend
and how she liked to spread her cheeks and lick even
her asshole. For Dena had a thing for Diane’s ass and
had tried her best to get Diane to do that to her.
Karen had not thought much about such things; she was
satisfied with the intimate touching.

Tonight, Diane wanted to get the show on the road so
she turned over and Karen found herself with Diane’s
very hot pussy staring in her face. And she began to
touch it with her fingers, very gently stroking it and
reaching downward past her pussy hole nearly to her
nether bud. Karen liked being under the covers, seeing
nothing–just feeling the warmth of her roommate’s
private regions.

“Lick it, Karen.” Diane’s request was almost an order
and Karen obeyed. Her tongue reached out and licked all
along this hot girl’s pussy. Diane began breathing
heavily in anticipation and when Karen’s tongue found
its way between the lips of Diane’s pussy, she tasted
the slippery juice and then stuck her tongue in as far
as it would go. She nursed all along the edge of the
opening to Diane’s womanhood and began sucking.

When she paused for a moment, Diane slid upwards in the
bed and raised her leg around Karen so once again the
younger girl was between Diane’s legs. She drew her
thighs up and Karen got into a crouched position so she
could feel Diane’s hips and thighs. Karen continued
sucking and then kissing and even snuggling her nose
and mouth in Diane’s wetness. She loved the soft
slippery warmth of the girl’s private places against
her lips.

When Karen had fully explored Diane, she went back to
sucking the older girl in earnest and Diane
concentrated on the wet warmth of Karen’s mouth. In
only a few seconds, Diane began a deep orgasm that
reached from her breasts to her toes and caused her to
utter the most guttural of sounds. Tonight, her girl
essence trembled a half dozen times, sending her girl
juices deep into Karen’s mouth. Diane’s pussy pulsed
rhythmically on Karen’s open lips and Karen’s mouth was
filled with her sweet juice.

Diane strained with her volcanic climax for she had
been thinking about this all day and it was as if her
body was releasing as much sex energy as it could to
the younger girl at this moment. Diane felt the spasms
tingle all over her; it was a great climax. When Karen
had sucked and licked all that there was, she got up
and lay beside Diane. For Karen too wanted to reach a
climax like the first one of her life last night.

“That was good, Kay.” Diane whispered, still
breathless.

Karen wondered if Diane was going to even move so she
decided she’d better say something.

“Do me too, Diane.” Diane waited a moment to catch her
breath and enjoy the relaxed feeling of after-glow from
such a good cum. But she did like giving as much as
receiving so she moved to where Karen had been, at the
bottom of the bed. Diane crouched down between Karen’s
legs which Karen had also raised, her knees high. Diane
cast off the covers and she could see Karen’s hot pussy
in the glow from the window. But Diane tried something
a little different. She lifted Karen’s legs and put
them on her shoulders.

Karen slid her legs down Diane’s back, the calves of
her legs feeling Diane’s skin. Diane practically dived
to the center of Karen’s awakening sex and she licked
the outside of Karen’s smaller, but hot pussy. And
Diane lifted the lighter girl’s hips off the bed and
licked the skin below her pussy, just an inch from the
girl’s asshole. The sensation tickled but the wet
tongue felt strange and erotic. Diane didn’t linger
there, but long enough that Karen wished she’d
continued down for her ass was spread open and exposed
and she realized for the first time that she really
wanted some attention paid to it.

But Diane began sucking Karen’s pussy again and the
younger girl who was new at this, wasted no time
building to a climax. It only took seconds and Karen’s
pussy exploded for the second time in her life. Karen
knew enough about it, this time, so that instead of
wondering what her body was doing, she had a chance to
feel the climax and concentrate on it.

Karen felt more than the localized sensation… she
noticed the tingle that moved up her body. And with her
legs up and her pussy exposed, she felt her young pussy
flex as she spurted her girl-juice into Diane’s mouth.
She noticed that the climax was not just localized to
her pussy, though that too gave her sensations. She
decided that cumming just made her whole pelvis explode
with a rushing feeling.

Karen had never been so preoccupied with anything like
she was with her love for this new discovery of how
good her body could feel and how warm it felt to be
touching another, even a girl. Well, almost especially
with a girl. For Karen felt comforted by Diane’s mature
power; she was so much wiser, and more developed. The
girls fondled each other for a time and Karen felt very
secure, running her fingers over Diane’s arms,
shoulders and then her breasts and down into her pussy
again.

The girls had said very little for they had been
totally preoccupied with their sensations. For Diane,
it was more of a sexual experience but in another way,
Diane felt protective of Karen because she sensed that
Karen was becoming dependent. Diane kind of liked that.
It occurred to her, as she held Karen in her arms so
close, that Karen sort of belonged to her.

Karen was feeling many things. She had experienced so
many new feelings. She’d submitted to Diane. She
worshipped Diane. She loved Diane. These were complex
emotions for one so young. Karen decided she just
belonged to Diane.

-=PART 4=-

The girls slept naked in each other’s arms in Diane’s
bed. It was after nine on Saturday morning when Karen
awoke to the sounds of noisy dormies in the hallway.
Diane was turned towards her and their thighs were
intertwined and it was warm under the covers against
each other. Karen didn’t want to get up because the
outside air was chilly and Diane’s warmth kept her
cozy.

Karen thought that they would be caught and embarrassed
at the school if someone came into their unlocked room
but she knew that except for Rachael, no one ever did,
and Rachael had made the bed-check before the girls
went to bed together. Karen chose comfort over caution
and she put her hand on Diane’s hip.

Her lover’s nakedness gave Karen an even closer feeling
of oneness with Diane and she couldn’t help but run her
hand gently over Diane’s skin. The intimacy of the
moment enveloped the 13-year-old and she remembered the
sense of belonging she felt for her 15-year-old lover.

Karen thought that her father would be shipping out on
his nuclear submarine soon and since her mother died,
she was alone in the world… except for Diane who was
now her lover. Karen didn’t understand the loneliness
she’d felt since coming to St Ignatius. She only knew
that despite her scholastic success, she was missing
something very important.

She always figured it was just her mother or her home
in Norfolk. But her dad had broken up the house, put
everything in storage, and sent Karen to boarding
school. Karen really no longer had a place to belong.
The other girls had homes–at least somewhere. Even
though Karen’s dad called every few days, that wasn’t
enough. For her dad considered home whatever Navy
billet he was staying in and shortly HIS home would be
underwater on the boat for three months. Karen thought
that her own home was –at least for now–this room.
And with this girl.

The intimacy the teenagers had shared now for two
nights bonded Karen to Diane. It was a relationship not
fully defined. If Diane was like her sister, well,
Karen had never had a sister. But she didn’t think a
sister would feel quite like this. Maybe so.

Karen ran her fingers over Diane’s heaving breasts
which somehow seemed alert while Diane was deep in
sleep. She lowered her touch to the center of the
girl’s warmth and fingered Diane’s soft pussy which was
velvety and still slightly moist from their lovemaking.
Even now, Karen could feel a tenderness in her pussy
which reminded her of what she and Diane had done last
night. Karen’s own pussy grew damp as she thought about
it. She looked up to Diane’s face. Her long brown hair
was mussed. Diane had stirred a little as Karen
fingered her pussy but her eyes were still closed and
Karen studied her face. The younger girl was wide awake
with her thoughts of her lover.

Seeing Diane sleeping and feeling her naked under the
covers of her bed made Karen smile. She gazed at
Diane’s eyelids and nose and mouth. Diane had kissed
and sucked Karen’s girlish tits and her immature pussy
as Karen had done to Diane. With all of that intimacy,
Karen felt she wanted to be more intimate with the rest
of her. She’d never even really looked at Diane’s face
all that closely. She wanted to memorize it in every
detail almost as if it would help her know Diane
better. Karen studied it — the shape of her nose, even
the tiny pimples Karen noticed in the morning daylight.
Karen studied how Diane’s mouth turned up at the
corners and how full and soft her lips looked. Karen
had the urge to kiss those lips but Diane was asleep
and to move her would awaken her.

Karen thought that she would do whatever Diane wanted
and let Diane have her any way she liked so long as it
meant the girls would be close. With that thought,
Karen continued exploring Diane’s body, touching her
thigh which was crossed over the top of Karen’s. The
red-haired girl felt Diane’s ass, the softness of her
ass-cheeks, bare to Karen’s fingers. Karen explored
further, feeling Diane’s ribs and the developing flesh
of her breasts. Karen even fingered her nipples and
smiled as she watched them erect in her sleep.

Diane slowly came to consciousness during this fondling
and she took a deep breath and began to feel Karen’s
fingers touching her all over. She too felt the warmth
of Karen’s body under the covers. As Karen fondled her
tits, Diane felt her nipples begin to swell, for the
touch of her young roommate was awakening her teenage
lust. Diane rolled onto her back, giving Karen access
to her growing breasts and Karen reached for them,
squeezing the nipples and molding their shape to her
tender hands. Diane stretched, reaching her arms over
her head and around Karen’s back. She smiled and opened
her eyes and watched Karen studying her and touching
her. Their eyes met and they both smiled at each other,
and hugged, quickly but intimately.

Diane settled back under the covers and the girls
looked at each other very close and face to face. “That
was really something, last night, Kay.”

Karen smiled again, somewhat self consciously, and said
nothing.

“Shall we do it again… right now?” Diane teased.

Karen smiled more broadly and made a slight affirmative
nod but she knew Diane was only teasing.

“Did’ja like it?” Diane whispered.

The red-headed younger girl nodded, never taking her
eyes off of Diane. “Yeah,” she whispered. “It was kinda
scary for a little while but after that, it was…
like… GREAT!”

“We gotta get up.” Diane said.

“I know it.” Karen answered.

They smiled at each other again. Diane’s turn.

“Bummer if we get caught.”

“I know it.” Karen answered.

Another shared smile.

“My pussy’s hot.”

“I know it… mine too.”

“I know it… I know it.” Diane laughed. Neither had
moved a muscle.

Karen, always more disciplined, got out of bed. Warm
feet hit cold tile. Hot pussy, ready for sex, was the
center of Karen’s nearly hairless, freckled body. Diane
studied it for a moment. She thought about leaning down
and fingering it but Karen quickly turned around and
reached for her panties on the floor. As Karen
stretched one leg to the floor and leaned over to pick
them up, Diane then looked at Karen’s exposed pink slit
and thought a moment about having licked and kissed it
just a few hours ago. Her pussy flexed instinctively
and Diane stroked herself under the covers.

“I can’t believe I’m horny again.” Diane said, feeling
herself.

“Well,” Karen answered as she lifted her legs and
pulled her panties on while glancing at her alarm.
“It’s nine-thirty-two and you’ll just have to put up
with it.”

“Till later?” Diane mocked.

“Yeah.” Karen grinned as she fished around her top
drawer for a blouse.

“You can have me… but not all day and all night.”

Diane crawled out of bed. She looked around for her
undies but she couldn’t find them. Karen had pulled a
T-shirt over her head and now it was her turn to watch
her roommate. Karen’s body was reddish and freckled,
and her young breasts were firm. Diane’s skin was more
tan and Karen studied the white ass that had been
covered by summer swimsuits. The 15-year-old found her
panties under the covers at the foot of the bed and as
she turned to put them on, Karen briefly saw that
Diane’s pussy looked wet. But they had to get up. Both
girls put on their jeans, dragged brushes through their
hair, and started their Saturday.

***

Neither knew what Rachael knew. After two in the
morning, Rachael had made a second bed-check. She
always did it on weekends when the dormies were tempted
to sneak out. When Rachael had gotten to Diane and
Karen’s room, she had spotted Karen’s empty bed. And
she had seen the much larger mound of two girls in
Diane’s. Rachael smiled to herself. This was not the
first time she’d seen this, even at St Ignatius. And
she’d done similar things when SHE went to girls’
school several years before.

The prefect crept over to the sleeping ninth graders
and very quietly lifted the blanket. It was dark but
the window light revealed Karen’s girlish fanny naked
and Karen was lying on top of Diane. Rachael saw
Karen’s hand on Diane’s matted pussy between her legs.
She gazed at the sight for a short while, wondering
what sexual experiences the girls had enjoyed with each
other. But Rachael did not disturb them; instead, she
lowered the covers and quietly left, closing the door
as gently as she could.

She knew of two other sets of roommates who sometimes
slept together, one of the foreign couples and two
girls whom she knew from last year. In fact, she had
entertained the two American girls on several occasions
this year after discovering their secret almost a year
before. Rachael loved girls and in the case of Mary and
Roseanne, she’d taught them the finer points of girl
lovemaking–just as she had been taught more than ten
years before in a school not all that much different
than St Ignatius.

Rachael had been first seduced at age eleven by an
upperclassman. It was not a one time affair by any
means for girl-sex at her old school was widespread.
She had had lovers. And she’d sucked even more pussies
than a few. And when she was an upperclassman, she did
the same thing. But her taste was for the younger
girls, even those who had not yet reached maturity.
That Rachael would become a dormitory counselor is not
surprising for she never wanted her girls’ school
experience to end. By taking this job at St Ignatius,
it didn’t.

Last year, she had found Marie and Roseanne engaged in
pussy play on a Sunday morning when they had skipped
Mass. The frightened girls had little choice but to let
her join them and she did that very morning by playing
with them both under the covers. Later, she’d invited
each of them and then also both of them to her room
where she taught them the joys of girl-fucking.

While they would be sucking each other, she would
finger both of their pussy slits, around the other’s
tongue and then soon one of them would raise up and
suck her at the same time. This year, she made sure the
returning students roomed together for she made the
assignments even before they arrived. And this year,
she had threesomed with them once or twice and had
Roseanne in on even more occasions.

The ninth graders, Karen and Diane, continued their
school days pretty much as they had except on most
nights, they would hop into the same bed and begin
their nightly sex play, each sucking and getting sucked
or finger-fucking each other until they were exhausted
with sexual release. Karen had even managed to get
herself off a couple times but she liked it much better
when her lover was there to share. It had occurred to
Karen that she was more familiar with Diane’s pussy
than her own but she didn’t mind that.

Rachael didn’t let on that she had found another set of
girls who had discovered each other’s bodies. But she
tended to watch Diane and Karen more carefully than she
had before. Now, she noticed when the two ninth graders
joked and whispered to each other; she could see that
the two girls were very close. She noticed especially
when Karen would not hesitate to touch Diane more than
most girls (except the Asian girls, who seemed to
always be touching each other) feel comfortable
touching.

She noticed when they would shower at night, first one
and then the other shortly afterward. And she tended to
stop at their room and chat at bed-check time a little
longer. Once, she stayed for ten minutes just to watch
and see if they were getting anxious for her to leave
but they didn’t. For by midweek, they were getting more
used to their sexual routine. But she did get much more
acquainted with them and she found herself stealing
more and more looks at them. On Thursday night, she
found Diane lying on her bed reading a textbook in her
bra and panties.

Diane had wondered about Rachael. Diane had lusted
after Rachael at least on a few occasions for she
wondered what it would be like to be with someone
older. Diane thought the best way to find out was to
show her some skin and see if Rachael would look at
her. The teenager had set an exhibitionist’s trap.

When Rachael entered the room and had seen Diane’s bare
legs, and partially clad breasts, she knew she would be
staying for awhile. Rachael sat down on Diane’s bed.
Karen was still at the desk working on a written
report. Rachael engaged Diane in conversation and she
sat close enough so that when she leaned back, her hips
were against Diane’s leg. They talked while Karen tried
concentrating on her work. Rachael glanced down several
times at Diane’s panties and once when Rachael laughed,
she purposely put her hand on Diane’s inner thigh, if
only momentarily.

Diane realized that Rachael’s suggestive squeeze was
neither accidental nor unintentional. She glanced down
at herself and realized that her nipples were beginning
to poke out her flimsy bra. Diane watched the prefect
very closely for signs of interest. That the young
woman had touched Diane, made her feel more conscious
about being nearly naked. She felt her pussy start to
grow damp at the excitement of seeing Rachael look at
her, and was afraid that her panties would soon be
showing a tell-tale wet spot.

She wasn’t sure what to do; she’d already put her book
down and it would seem pretty obvious if she picked it
up and put it over her pussy to cover up her wetness.
And Rachael sitting on the bed blocked Diane from
getting up or even turning over. Diane’s panties began
to get wet, and it was showing.

Rachael continued to talk to her about insignificant
things. She saw Diane’s chest rise and fall under her
thin bra, with more intense breathing and she was
getting excited about it as she looked at Diane’s
nipples poking through and thought about tasting them.
And her eyes cast downward. Diane’s panties were
showing a growing wetness, and Rachel began to
fantasize about touching that spot, and making it
wetter. There was no doubt that Diane was extremely
excited and Rachael realized that the more she looked
at the teenager, the more turned on Diane would become.

“VERY interesting. Is it warm in here?” Rachael said as
she looked at Diane’s crotch and then into Diane’s
eyes. Diane bit her lip and smiled. Rachael glanced
back down to Diane’s panties.

“Yes, but I think it’s you that’s making it hot… I
mean warm, Rachael.”

“Well that’s only because I think I see something that
is causing the heat.”

“Do you want to do something about it?”

“Very much.”

“You CAN.”

Karen turned around and looked at them. She saw Rachael
very close to her roommate and she didn’t really know
what to think about it except she had the thought that
she knew Diane was going to fool around with Rachael
and Karen didn’t want to share. Karen turned back
around to her books.

Diane opened the invitation further. She reached down
and rubbed her pussy under her panties and Rachael’s
eyes followed her hand.

“Go ahead.” Diane whispered.

Rachael knew from the night she’d seen the girls
sleeping together that there would be no one shocked
here. The prefect put her left hand on Diane’s cotton
panties. She squeezed the girl’s mound with her hand,
and Diane’s pussy tensed with excitement for Rachael
had squeezed too hard. Rachael started breathing harder
with excitement too and she glanced up at Karen.

“She wont mind.” Diane said, and a little louder,
“Kay!”

Karen turned around and saw Rachael’s hand in what had
belonged to her lately.

“Kay… I think Rachael wants to play for awhile… ya
wanna come over?”

“No.”

“C’mon… we may BOTH learn something. Karen!”

Rachael hoped to make it easier. “I know you girls are
lovers… you’re not the ONLY dormies.”

Karen got up from her desk and stood over by the bed.
She watched as Rachael slipped her hand under Diane’s
bra and took Diane’s tits into her grip.

“You have nice breasts, Diane.” Rachael looked at
Karen. “You’re lucky to be rooming with these.” The
young counselor looked at Diane’s nipples which were
indeed long and erect. She continued to finger the
nipples and eventually ran her fingers to the waistband
of Diane’s panties. Rachael’s index finger slipped into
the dampness of Diane’s pussy and she felt the juices
of girl-cum forming in the void. She spread the wetness
up and down the crack of Diane’s pussy and then flicked
her clit hard. It caused Diane’s pussy to flex and a
red flush spread through her loins.

Karen was a little embarrassed for she looked on
Rachael as an adult. But Diane looked on Rachael as
just another girl because Diane had had some experience
with an older girl, even if she was only 17.

“I would really like us both to get naked, Rachael…
you would like that, wouldn’t you?” Diane decided to
commit the prefect before anybody said any more.

Rachael, confident she had the situation under control,
leaned back and slowly peeled off her sweatshirt. Then
she stood up, pulling out the elastic waistband of her
shorts and slid them down her long and beautiful legs.

Rachael leaned down and began kissing Diane’s belly,
above her panties, and stroking her breasts with her
free hands. Diane was surprised by the gentleness of
the older girl, and just leaned back in the bed and let
Rachael take charge. Rachael trailed her kisses further
down into the steamy crotch of Diane’s panties, finally
kissing her pussy through the cotton. She then pulled
the 15-year-old’s left panty-leg aside and licked
pointedly in her crevice. As she lapped up, down, and
into her pussy she caused Diane’s legs to involuntarily
flex open and shut around her ears, and Rachael
continued for, perhaps, ten seconds. She loved girl-
pussy and as she sucked this teen’s woman-sized
girlhood, she realized she was leaving a younger girl
out of it. And she knew that wouldn’t be a very good
idea. “What about you, Karen?”

Diane watched as her roommate hesitated. “Yeah, Kay…
lets do this together. C’mon take your jeans off.”

Rachael remembered having seen the younger girl’s nude
charms nights before and she thought about the
innocence of a young girl pussy. Rachael was really
more interested in Karen than in Diane but she knew
Diane would be easier. Karen still had an innocence and
immaturity about her that excited the young woman who
had once lost her own innocence in just such a school.

Karen decided it would be better to participate than
leave Rachael with Diane so she nodded good naturedly
and forced a grin. And then she unbuckled her belt,
undid her jeans and slipped them off. Rachael took
stock of the younger girl as she pulled her pants down
and slipped out of them. The girl’s cotton briefs did
not show much… they were tight against her crotch and
didn’t even show the bulge of pubic hair. Rachael
wondered if the 13-year-old was even past puberty but
she thought Karen MUST be for she and Diane had been
asleep and naked just a few days before. But she liked
what she saw. Hairless legs. Boyish look, fair skin.

Only Rachael now was fully dressed; Karen was in her T-
shirt and panties and Diane was only in her panties
which Rachael had pulled down to expose the girl’s
woman sized pussy. Karen didn’t want Rachael undressed
because she didn’t really want Diane getting too
interested. But Diane had other ideas.

“That leaves you, counselor.” Diane smiled. Rachael was
just a bit more cautious. She got up, took the chair in
front of Karen’s desk and lodged against the doorknob
so no one might walk in on them. With that, the girls
had learned a new trick about room security. Rachael
walked back over between the beds, undid her pants and
took them off. All three were now in their under-
panties pretty much looking at each other and waiting
for Rachael to call the shots.

But Diane, again, pressed it. She slipped off her
panties and moved back on her bed, leaving room. “C’mon
girls, let’s show it all.” Diane had made it easier;
both others slipped off their panties and stepped
towards the bed. All three of them stole glances at
each other, comparing their differences. Rachael’s bush
had a lot more hair than Diane’s, and, of course, Karen
had little hair at all on her juvenile pussy. Karen was
also very self-conscious of her own budding breasts,
since Karen’s and Rachael’s more mature chests made
Karen’s small chest look almost boyish. Karen, being
only 13, had a ways to go yet. But not much more in the
excitement department. Being in the company of two
other hot and sexy girl-women, even Karen with her
reservations was getting with the program.

Rachael slipped off her blouse, leaving herself
completely naked like Diane was… she had not worn a
bra tonight. Rachael was more than a head taller than
the thirteen year old. She stepped behind Karen,
glanced at the ruddy bare lobes of girl cheeks sticking
behind the girl’s T-shirt.

The girl pulled Karen’s shirt up and over her head. Now
Karen was naked as well but Rachael opted not to touch
the youngster. Instead she stepped to the side and
displayed herself. The two girls studied her breasts
which were full and the nipples erect. Her pussy had
considerable hair and Karen thought she looked so much
older than she and Diane. Her pussy hair was darker
than the other two girls’.

Diane’s loins were light brown and Karen’s sparse curls
were reddish. Rachael sat down on the edge of the bed.
With her left hand, she reached for Diane’s right thigh
and squeezed it. With her right, she began stroking
Diane’s breasts. Then she reached over and touched
Karen’s tit-meat with just two fingers, tenderly, and
watched as Karen closed her eyes. And she squeezed both
girls’ tits at the same time.

“Well, they’re not quite the same size, but they’re
both turning me on!” Rachael grinned at both of them
and Karen and Diane looked at each other and smiled as
well. Karen didn’t think she could quite get into this
for she was totally satisfied with Diane being her
lover but she knew that Diane wanted this. But she had
to admit that she was beginning to liked Rachael’s
style.

“So… you girls would like to play around some, I
bet?” Rachael looked at them to see their reactions as
she slid over on the bed and crossed her legs like
Diane had.

Diane, ever quick when it came to sex, said “Sure…
this pussy is always ready to be played with.” And she
extended her legs out, spread slightly and closed her
eyes.

Rachael had her invitation. “You can join in, if you
want, Karen… lets show Diane a good time since she
wants it so badly.” Rachael stretched out on the bed
over Diane and nuzzled her face in her pussy and
started sucking her. The prefect was a little rougher
than Karen was but Diane didn’t mind. As she licked at
the 15-year-old, Rachael reached between her legs and
fondled the skin between her pussy and her asshole and
slipped her finger even lower and toyed with Diane’s
asshole. Diane was enjoying it and she drew her legs up
which exposed even more of her bottom.

Rachael enjoyed the taste of this new girl. She removed
her mouth from Diane’s pussy, kissed her way down to
Diane’s wrinkled little pucker and began to lick her
asshole. Diane was wondering if all older girls must
like that for her old friend from back east liked that
too. Diane had learned that relaxing made it feel even
better and she offered the young woman’s probing tongue
her other private place. Rachael was devoting
considerable attention to Diane’s bum and moved around
behind her to get a better angle on her asshole.

Karen had only been watching but she decided she wanted
Diane’s pussy since Rachael had lost interest in it.
Karen laid down on the bed beside Diane, facing down to
her pussy and wrapped her arms around Diane’s bare hips
and began to suck her lover’s pussy. She was aware of
Rachael in front of her, sucking her friend’s ass, and
Karen wondered what Diane must be feeling right now.

Diane hadn’t want to leave Karen out of this threesome
and was glad Karen finally joined in. Diane then turned
her attention to Karen by pulling her hips towards her
and when Karen moved near enough, Diane leaned up and
began sucking the 13-year-old’s leaking girl-pussy.

Diane was clearly getting all the stimulation she could
handle. Rachael at her ass, Karen’s mouth at her pussy
and her mouth on Karen’s pussy. It didn’t take long for
Diane to reach an orgasm with all this and it was Karen
who felt Diane’s spasms on her tongue and then the 15-
year-old’s series of sexual mini-explosions. Karen
sucked the juices from Diane who was getting some
equally intense feelings at her asshole. Rachael had
stuck her tongue into Diane’s bottom and was tickling
it as best she could, feeling Diane’s orgasm as she
flexed her groin muscles.

Rachael set Diane’s legs back on the bed and turned to
Karen. “I think we did her in!”

Both the prefect and Karen looked at Diane who was
grinning, breathing hard, and pretending. “Oh… I’m
dead,” she smiled. For the first time, Karen smiled
like she meant it because the idea of both of them
working Diane over was pretty funny.

“Well,” Karen joked, “it WAS Diane who asked for it!”

All three of them laughed.

“Well, what now?” Rachael raised the question. “Let’s
see what we can do for you next,” she said as she
looked towards the younger girl. Karen looked at both
of them while Rachael thought about it for a minute.
The girls were beside each other lying on the bed,
one’s head not far from the other’s pussy.

Rachael knew that the feelings Karen felt for Diane
were much different than that of a fast fuck. For that
reason, the prefect decided to go easy on the younger
girl. She knew that Diane was easy… and more than
willing. But Rachael knew what Karen had. She had love.
She had love for Diane.

“Great idea… ” Rachael began. “Diane, slide down the
other way on the bed… put your head here,” pointing
to the foot of the bed. “And let Karen get on her hands
and knees on top of you… put your head up Here.”

Neither girl knew exactly what Rachael had in mind so
she positioned Diane on her back with her head at the
foot of the bed, or nearly so. Karen started to climb
over her on her hands and knees but Rachael turned her
around too and positioned her in a sixty nine position
over her young lover.

“Oh… sixty-nine!” Diane said, after she finally
realized what the young counselor had in mind for the
teenagers.

“C’mon girls… make each other feel good.” Rachael
said. She was adjusting Karen’s legs so that the
younger girl’s pussy was directly above Diane’s face.
And she pushed Karen’s shoulders down so that her face
was above Diane’s girlhood.

The girls knew now what she had in mind and they began
kissing and licking all over each other’s pussies.
Rachael was sort of supervising this little event. With
the 13-year-old above and the 15-year-old below,
Rachael watched the girls. And she ran her fingers over
the smaller girl… from her neck, over her shoulders
and underneath to her tiny tits, and then to Rachael’s
fetish… Karen’s open fanny.

Rachael simply had an ass-fetish that was second to
none. Already she had rimmed Diane and now she leaned
over the end of the bed and while the girls were sixty-
nining each other, the prefect began to fondle and kiss
Karen’s bottom. Just a few days before, the 13-year-old
had learned how erotic her ass was when Diane had
finger-fucked and sucked her there. Now, Rachael had
fondled the 13-year-old’s childlike pussy and had
kissed and spread her butt-cheeks.

Her tongue had found Karen’s pink flower and the young
woman began to wet it and lick it even as Diane was
licking her pussy from below. Karen was getting the
same action that Diane did earlier… attention from
the front and the back and in very short order Karen
too reached her climax and pumped her girl-juices into
Diane’s mouth. Rachael stood up and caressed Karen’s
hips and around to her breasts. As she did, Diane
reached for the prefect’s pussy and began to slide her
middle finger in and out.

“Diane hasn’t gotten off again yet, Karen,” Rachael
said. “Slide more towards her pussy… I wanna lick
your ass some more.”

Karen blushed deeply, but moved slightly forward and
was fully on her knees now with her young bottom
squarely up in the air. Diane’s head was now between
the calves of Karen’s legs. Rachael knelt towards
Karen’s baby red bottom and began tonguing it but she
had also positioned her pussy where Diane could go
after it if she wanted. And Diane did. She spread
Rachael’s woman-pussy with her fingers and started
sucking while Rachael was tonguing Karen.

Rachael was so hot she welled up and began spasming
almost immediately, and in the process nearly
suffocated the fifteen year old with her heaving
thighs. For Rachael was nearly delirious with her
tongue licking the ass of such a young, immature girl
as Karen. Karen, who was sucking on Diane for the
second time didn’t even notice that Rachael had cum…
she was preoccupied with both the giving of pleasure
with her mouth and getting of pleasure at her ass.

And Diane was just doing fine too, getting sucked again
by Karen, sucking Rachael and occasionally noticing
that Rachael was licking on Karen’s bottom. Diane too
finally reached her second orgasm and pumped her
remaining girl juices into Karen’s mouth. Karen had
waited anxiously to bring Diane off a second time
tonight… she had worked hard on her lover and when
she was done, she had to back off to catch her breath.
In fact, Karen collapsed on Diane just to rest.

All three of them were satisfied and Rachael was
pleased to have been part of the ninth graders’ affair.
She stood up, glanced at the girls in their exhausted
sixty- nine position and got dressed.

“I hope we can do this again, sometime, girls.” Rachael
said, trying not to sound too authoritative although
she knew she had. “You two have the sweetest pussies…
and asses in this dorm!”

The two younger girls separated and put on their
panties. When all were more respectable, Rachael bade
them goodnight, moved the chair away from the door,
smiled, and left, closing it behind her.

“Well, Kay… whad’ya think?” Diane grinned.

“I dunno… it was fun, I guess.” Karen said, her mind
drifting because she really wanted to tell Diane that
she didn’t want to share with Rachael or anybody else.

“Well, now you’ve had your butt licked… that was fun,
wasn’t it?” Diane said as she sat on the edge of her
bed. “I know I like my ass licked and Rachael knew what
the fuck she was doing, that’s for sure!”

“Well, I’ll do that to you… if you want.” Karen
answered.

Diane realized Karen was pleading just a little
“C’mhere, Kay,” Diane said, patting the bed next to
her. Karen came over to the bed and sat down next to
Diane.

Diane put her hands gently on Karen’s bare shoulders,
turned her, and slid her fingers to the younger girl’s
neck, drawing their lips together. For all the girls
had been doing, making love to each other’s bodies,
this was their first kiss.

Neither was very experienced but it was as tender as
two novice girls could be… girls who had learned to
suck before they learned to kiss. Actually, their
mouths were more tender than their kiss was,
considering the sucking they’d been doing.

“I know you just want it to be ‘you and me’, Kay.”
Diane said very quietly. “We’re very tight.” Karen
nodded.

Diane went on, “I’m your first. And I’ve done stuff
with you that I haven’t ever done before. But I might
want to fool around with somebody else once in
awhile… I dunno. I just don’t want you to feel badly
about it. If you don’t want to with Rachael or somebody
else, that’s cool. Maybe I won’t, either. But I might.
Okay?”

Karen nodded and said okay. She knew she didn’t have a
lot of choice in it.

“Besides, you might want to, with somebody else.” Diane
wanted to head off what she was starting to realize
would be a broken heart over this and she was starting
to understand that Karen was feeling some love
feelings.

Diane’s feelings were confirmed when the younger girl
shed a single tear that streamed down her cheek. “Oh
Jeez, Kay.” Diane was learning there was more to life
than sex and the immediate feelings afterwards. Diane
leaned over and kissed Karen’s cheek… tasting the
salty tear and she licked the younger girl’s cheek,
drying her face with her lips.

And she then pulled Karen’s cheek up against her chest
and began caressing Karen’s red hair. The girls held
each other and Diane was beginning to feel more close
to Karen at this moment than she even had when the
girls were locked in sexual lovemaking.

Karen snuggled against Diane’s bare breasts, thinking
of nursing, and feeling very cared for… very
dependent… and wishing that Diane would love her as
much as she did Diane. Maybe that will come.