Carly and I have been friends since we were little girls. My parents had known Carly's mother for years before we were born, so it's only natural that their two daughters would be friends. But as Carly and I have grown older, so have my feelings for both Carly and especially her mother, Debbie.

Debbie had had Carly when she was in college. Now Debbie's in her late thirties, but still looks twenty-five. She has a very sexy body with 32 c-cup breasts and a nice ass. I dream of her... a lot. Often times, I would think of Debbie when I masturbate, though I thought deep down nothing would ever come of it. How wrong was I?

Spring break has finally come a whole week of no school and no work, though it being our last year of high school, Carly and I don't have much work anyway. It's Tuesday morning when Carly calls and says I should come over. I readily agree, mostly for Carly, but also partially to see Debbie. I quickly get dressed - a yellow tank top and jeans - and, jumping into my parents' car, drive over to Carly's house.

"Sam it's great to see you,” Debbie happily says when she answers the door.

"You too Deb," I say. Debbie was fine with both Carly and I calling her by her first name, which I kinda liked. I also liked her outfit she was wearing, a plain blue t-shirt that ended just above her stomach of her stomach and tight fitting jeans. Her brown hair is pulled back into a ponytail, and her blue eyes are warm and welcoming. My heart flutters a little and I could feel a slight tingling in my pussy. As I walk in after Deb, I'm surprised not see Carly, who thanks to a boundless energy, is usually always the first to the door. "Where's Car at? The way she sounded on the phone, I thought she was dying,” I laugh.

"A friend of hers from cheerleading called," Debbie laughs in turn. "But Carly should be back in about an hour or so. Go get comfy on the couch, I'll bring you some iced tea."

"Okay," I reply, secretly glad I get to spend some alone time with Debbie. As I sit down, Debbie comes out of the kitchen with two glasses of iced tea, placing one in front of me. We start talking, our conversation eventually turning to boyfriends or in my case the lack thereof.

"Yeah, most of the guys in high school are so annoying," I sigh.

"I remember when I was in high school, I felt the same way," Debbie replies. "Sam, have you ever been with another girl?"

"What?" I ask, blushing slightly. Debbie was easy to talk to, so Carly and I would talk to her about anything.

"Sorry," Deb laughs. "I didn't mean to put you in a spot. I was just curious, since you don't seem to like the guys in your school."

"Well..." I start, unsure whether to go on. Impulsiveness won out though. "I've never been with another girl; I've thought about it a number of times though.” With you most of the time, I think to myself silently.

"It's a great feeling," Deb sighed. "Both of you know just where to pleasure each other and the euphoria you get afterwards..."

"You sound like you speak from experience," I laugh lightly, though my heart is beating quickly.

"Maybe I am," Debbie teases. "But in all seriousness, I have. In college, I was with a lot of girls; not so much after Carly was born, but once or twice." My pussy tingles at the thought of Debbie with other women. "You know, Sam, if you wanted to be with another woman in a safe environment..."

Is she saying what I think she's saying?

"Deb..." I start before a sudden urge overwhelms me; I lean and press my lips against Debbie's. Instead of pulling back, Debbie leans into the kiss; it doesn't take long for our mouths to open and our tongues to meet. After a nearly a minute, we both come for air.

"I'm sorry Debbie," I blush. "I don't know what came over me..."

"Oh Sam it's fine. I wanted this; you're a good kisser by the way," she replies, smiling. I blush but smile meekly back. "Would you like to try again?" she asks. I simply nod before slowly leaning in, Deb meeting me in the middle. Our kiss slowly develops, slower but more passionate. As we kiss, Deb wraps her arms softly around me and gently pulls me in. As we finally part, we're both flushed, but I'm smiling.

"You're a great kisser too Deb," I say breathlessly.

Deb smiles.

"Come on, Sam," Debbie says quietly. "Let's go someplace more comfortable." She stands up and holds out a hand; I take it and, standing up, walk hand in hand, as Deb leads me to her room. Closing the door in case Carly came home, I fall into Deb's arms once more. As we start kissing again, Debbie slowly starts to pull my tank top off as I do the same to hers. It doesn't take long before we both completely naked, standing in Deb's room. Still kissing, we shuffle over to the bed and fall in. We both laugh lightly as we bounce for a few seconds. Moving over until our bodies are pressed together, I kiss Deb hard on the lips.

After a few seconds, Deb rolls me onto my back and, smiling at me, starts to kiss me down my body. Stopping to gently lick my nipples, which elicit a soft moan from me, Deb moves down until her face is inches from my pussy.

"You'll like this Sam," Debbie winks. With that, she slowly and gently starts eating out my pussy. My moans grow louder the longer Deb goes; while a boyfriend had eaten me out last summer, it was nothing like this. My moans grow, as does my pleasure, until I can't hold it anymore.

"Deb..." I moan, just as I start to cum and squirt. Debbie handles it like a pro, licking up all my juices, my orgasm peaking. As I come down, breathless, I look down at Deb and smile. "That was...amazing," I breathe.

"I thought you'd like it," Debbie says, crawling back up and kissing me gently. I could taste myself on her lips.

"Can I... can I try?" I ask meekly. Debbie nods with a smile on her face. I gently kiss her on the lips again before slowly moving down her body. I take a moment, like she had, to suck Deb's nipples. Moving on, I finally reach Deb's pussy, a sweet smell emanating from it; I look up at Deb before gently sticking out my tongue and tracing her pussy lips. I gently stick it in and move it slowly all around Deb's pussy, delighting in her taste. Deb's moans match mine, and I can tell she's enjoying my tongue. I start to go faster as my confidence builds, eliciting more and more moans from Debbie.

"Oh Sam...Sam don't stop," Debbie breaths. Glad to know Deb is enjoying it, I move faster until Deb's moans come quicker and quicker. "Sam...I'm...I'm cumming," she breathes, her back arching. I pull back slightly as Deb starts squirting; not wanting to disappoint her, I lick and suck her juices until Debbie comes down from her orgasm. I slide back up the bed until our faces are close together again; Debbie gently strokes my cheek with her right hand.

"How was I?" I ask.

"Sam, you were wonderful, simply wonderful," Debbie says sincerely. I blush, but smile.

We kiss again again, passionate and our juices on our lips mixing together on our lips. I pull Debbie close, our bodies pressing hard together, our legs intertwined and arms wrapped around one another. We simply lay there for some time, in each other's arms, with long and passionate kisses.

"Carly's going to be home soon," Debbie whispers after a while.

"I know," I say somewhat sadly.

"Don't be sad, Sam. We can do this anytime," Debbie says with a light kiss and a wink.

"Really?" I ask, genuinely surprised. Never in my wildest dreams did I think I could be with Debbie and now she said we could do it again.

"Of course," Debbie smiles, a sweet loving smile. I can't help but smile back. I gently kiss Deb, which she returns. Our tongues gently meet, a kiss between lovers.

---

Fifteen minutes later, the front door opens and Carly walks in, wearing a button down shirt and skirt. Debbie and I stand from where we were sitting on the couch, having only left Deb's bedroom two minutes before.

"Sam, your here," Carly laughs, hugging me.

"Hey Car," I say, returning the hug.

"Sorry about being so long. Jaime and I had some... stuff to take care of," Carly smiles, looking between me and her mother. "Hopefully you two found something fun to do." I look over at Debbie and smile.

"We had a lot of fun," I say.