Shay tossed and turned that very night. The memory was still fresh in her mind of watching Kacie masturbate and orgasm next to her. Staring upon the sweet innocent face of this young budding woman who now lay silently asleep at her side.. Watching her ample chest rise and drop with each take of breath she took. Just watching Kacie made Shay grow a little moister between her thighs. She'd watched this young woman grow up for the past few years. She'd been a close friend of her mothers all that time, but this sexual attraction, this desire for Kacie was growing too much, and she found herself conflicted with her needs. Shay tried to put it all to the back of her mind before she finally fell asleep in the early hours.

As the next morning came around, the beginning of a weekend, Shay awoke to the sound of birds chirping in the trees out back. Turning her head, she found Kacie was gone. Was last night nothing but a wet dream, albeit a wonderful wet dream if that. The sheets pulled back and the slight dent of where Kacie lay that very night remained fresh. That sweet smell of her essence still lingered upon the sheets, as well as on the pillow where she rested her head. This was no dream. What happened that night happened.

The door sprung open; Shay looked out to find Kacie enter the room carrying a tray of toast and Orange Juice she'd been down to make for the two of them.

"Oh, you're awake!" Kacie said in her soft tone.

"Morning hun. How did you sleep?" Shay enquired.

"Oooh, wonderful. Especially after last night. I haven't had a good night's sleep like that in years!" Kacie said, as she stepped over and placed the tray upon the bed between them, settling herself down on the other side. "Thank you for helping me!" Kacie said with a sweet smile of appreciation.

"You're welcome hun!" Shay answered.

The two then settled down for a while, eating their breakfast as they talked about plans for the weekend. Kacie explained that her plan originally was to spend time with her boyfriend, but that's now out the window. Shay sensed she was still upset by it, so she pulled Kacie into the bosom of her warm embrace and held her in her arms. Holding Kacie, Shay then heard her say something.

"Maybe I should become like you, swear off boys forever. All they do is break your heart!" Kacie muttered. For Kacie, it felt so comfortable, so natural to rest her head on the two large pillows of Shay's breasts.

Shay started to consider what Kacie had just told her. Was this the opportunity to seduce Kacie into giving herself up to her? Shay's hand caressed the back of Kacie's head, running her fingers through her long auburn colored hair time and time again in a loving gesture.

"The thing with guys is, albeit not every guy is the same, they think with their dicks. That's why there no good at multi-tasking. They can't use their brains and their dicks at the same time!" Shay said with a soft giggle in her voice.

"Ain't that the truth!" Kacie softly laughed. "Whenever I spoke to him, I always got the impression that all he could do was stare at my chest, or be daydreaming about getting into my panties!" Kacie added.

Shay could feel a slight tingle in her pussy. Just being this close to Kacie, holding her and the smell of her perfume was already having an effect upon her. Shay leaned in and planted a soft kiss upon Kacie's forehead, causing her to give a sweet smile in return.

Kacie's head turned, still resting upon Shay's large breast. She looked up at Shay, "May I ask you something?" Kacie asked.

"You can ask me anything hun!" Shay replied.

"What's it like being with a woman, is it better than with a guy?" Kacie enquired.

"Well, some will say it's nice to have a mans dick inside of you. But, for me, another woman always knows exactly where to touch you, and more importantly, what you want!" Shay replied.  Shay's other hand gently caressed back and forth across Kacie's arm that clung to Shay's waist. "I've had much stronger orgasms being with women than I've ever had from a man!" Shay added.

"Mmm. It seems like I can still feel the one you helped me have last night!" Kacie said, turning her head back to face sideways.

"How do you mean?" Shay asked inquisitively.

"I've got this slight tingling feeling down there, you know, in that place. And it's getting a little wet!" Kacie said in a soft tone.

"Oh. Well, I don't think that's from last night hun!" Shay responded.

"What is it from then?" Kacie asked.

"Well, I believe it's because you're a little aroused by my motherly affection upon you!" Shay said.

"Oh!" Kacie answered, a little shocked at her words. "Does that mean I'm a lesbian?" Kacie blurted out.

Shay softly giggled, "No sweetie. Albeit, there's nothing wrong with having feelings towards another woman!"

"Have you got those feelings right now?" Kacie asked, leading this down the path she seemed to want to explore.

"Mmm, I don't know if I should say, hun. You're my best friend's daughter!" Shay answered.

"It's okay. I am seventeen; I think I'm old enough to understand all this. Besides, I find it easier to speak to you about these things than my mother!" Kacie said.

"Well, yes, I am getting the same feelings as you down there. I think it's having a beautiful young woman laying next to me, and your perfume is very intoxicating!" Shay said.

Kacie turned to Shay, smiled as she looked up at her. "Thank you for saying I'm beautiful!"

Then, more instinctively than anything else, Kacie leaned up and planted a soft kiss upon Shay's wet lips. It was only brief, maybe a second or more. As she pulled away, the two stared into each others eyes. Shay's hand rose up, brushed the hair from the side of Kacie's face and held her cheek in her palm. Staring upon this beautiful young woman appeared to cause her heart to beat that little bit faster. She felt butterflies in her stomach, as well as her pussy growing ever wetter and tingling that fraction more than before.

Kacie leaned in again, planting another soft kiss upon Shay's lips. This time it lasted longer. Much longer. Maybe a good half a minute or so, as their soft, tender lips caressed and touched one another in a sweet loving embrace. Shay then pushed Kacie away, not with much force but more in retreat for a moment.

"Are you sure about this hun!" Shay asked, in hope of the answer she most desperately sought from Kacie's lips.

"Yes. I want to know what it feels like to be with another woman, and I want it to be with someone I can trust and learn from, like you!" Kacie said.

Kacie pulled in once more. A loving tender kiss between these two women of different ages, although right now, the thought of their ages didn't come to mind. The hunger within, the growing passion and desire to be with one another drove them onwards. The kiss expanding into a more passionate moment captured between the two. It was no longer just a small peck on the lips as how it started; it was growing into a full on open mouthed encounter. Tongues began to explore one another, caressing each other in-between their mouths while seemingly fighting for control.

At the same time, Kacie's hand drew up across Shay's waist. It rose up across the large mound of flesh upon Shay's chest, soon finding itself cupping a feel of one of Shay's large heavy breasts. She gave it a gentle squeeze. Kacie had felt her own, much smaller breasts before, as well as having a feel of a couple of her friends during sleepovers where they all compared their growing bodies. But this, this was a new experience. She loved the touch of Shay's breast. The large fleshy mound. The softness to the ample bosom that she caressed and squeezed in her hand.

As their lips parted, and the two looked into each others eyes once more. Shay brushed her knuckles back and forth across Kacie's cheek in a soft, loving and tender caress.

"Your breasts are so big!" Kacie said as she looked down to stare upon the large pair below.

"Yours are just as nice, hun!" Shay replied.

"Mine are much smaller, though!" Kacie grumbled.

"Yes, but you have a beautiful body!" Shay started, "Let me show you what I think of it!" she added.

Shay gently eased Kacie back, where she soon found herself laying upon her back. Her head hit the soft pillow; she looked out to see Shay rise up on her elbow and look back down upon her. Shay leaned forward, soon kissing Kacie once more. Another sweet kiss of two budding lovers who were exploring each others growing sexual hunger. Shay didn't finish at the lips, though, she worked down and planted soft kisses from her lips upon Kacie's neck, lowering down across her upper chest. Kacie's nightdress clung to her body, shaping her curves upon her ample chest and waist.

Shay just continued, kissing upon the nightdress that sent small tingles inside Kacie's skin beneath. Shay's hand moved across, where she used her fingers to gently shape the growing budding breast upon one side of Kacie's chest. The curvaceous shape, the rise to the top of the small mountain. And, from what it appeared, the small point of an erect nipple that poked through the nightdress. Shay moved her head across, where she used her tongue to run across the nightdress where Kacie's heaving bosom was positioned. The cold, wet tongue ran over Kacie's erect nipple, despite it still being covered, Kacie still felt another persons touch that brought a warm sensation within her body. Shay opened her mouth, taking in a small amount of Kacie's breast within and sucked upon it. The feel of the cloth that protected it didn't seem to bother Shay, who appeared to enjoy finally grasping some hold of Kacie's body.

"Mmm!" Kacie moaned from Shay's sensual and loving touch upon her breast. She could feel so many emotions running through her insides. Some she'd felt before, others appeared new and different, yet just as beautiful. "Wait!" Kacie then spurted out.

Shay stopped, releasing Kacie's breast from her mouth and pulled back. A look of worry crossed her face, unsure of why she asked her to stop. Was she going too fast? No. Kacie leaned up a little and took the fringe of her nightdress and raised it up her body. Within moments, it slipped over her head as she dropped it to the ground at her side. She then laid back down upon the bed.

Shay now got the full coverage of Kacie's naked body, albeit she still had her panties on below. Shay's eyes drew across every inch of Kacie's naked form that lay before her. Every curve upon the smooth, soft pink skin. Her eyes drew up towards Kacie's chest. The two small mountains finally exposed for her to see with her own two eyes up close. They were as beautiful as she'd first thought. Firm in their shape and size, while topped with small rounding areola's that were a little darker in tone and slightly pimpled, along with the erect hard nipples that pin-pointed the very peak of each mountain.  Shay's lips licked at the delight of finally getting her mouth upon them.

"They are so beautiful, hun!" Shay told Kacie, her eyes seemingly glued to the ample chest.

Shay's hand drew across one of the heaving bosoms, using her hand to shape around the curve just beneath that ran down upon Kacie's naked chest. She gave it a gentle squeeze, wanting to confirm how firm these young budding breasts were in her hand.

"Hmm. That feels nice!" Kacie whispered though a deep groan.

Shay's head lowered down, where she ran her tongue across the curve of Kacie's firm, yet soft pink flesh. It ran from below, running up and across Kacie's areola and hard nipple.

"OOH!" Kacie moaned at the feel of Shay's sensual cold wet tongue caressing her, the instant gratification of electricity that shot through her body as the tongue flicked over her hard nipple. Kacie never knew she could experience such pleasure, so much warmth inside of her body from such an action upon her breasts.

Shay ran her tongue across, again and again, a slow, tender movement that shaped around the curve and across the erect nipple that reacted to her touch. Each one brought another moan from Kacie's lips. Shay made sure though to please both of Kacie's breasts, not wanting one to feel left out.

"Mmm!" Kacie groaned, "Oooh. That feels so good!" she continued to moan in deep pleasure.

Shay opened her mouth before she stuffed one of Kacie's firm young breasts within. She wrapped her soft, tender lips around the piece of flesh; she started to suckle upon the firm young breast. Her tongue caressed and prodded it, teasing and playing with it inside her warm wet mouth.

"OOOH!" Kacie groaned louder as her head turned to one side. She began to bite her bottom lip. This alone was sending waves of emotions ripping throughout her entire body. She wasn't sure if she could take much more, yet, she didn't want Shay to stop either. Kacie placed her hand against the back of Shay's head, helping ease it forward as if informing Shay to keep sucking her succulent young firm breasts in her mouth. Kacie arched her spine slightly, causing her chest to rise and her breasts to push deeper between Shay's lips and deeper into her mouth.

"Mmm!" Shay constantly moaned, albeit her mouth was full of the pink fleshy mound. Her other hand worked on the free breast, squeezing and caressing it while her mouth continued to work its magic upon the opposite one. Shay altered it up after a while, as Kacie's breast plopped out from between Shay's lips. Shay then used the tip of her tongue to flick across the hard nipples of Kacie's bosoms.

"Oh God... oh fuck!" Kacie moaned. She could feel herself getting wetter between her thighs. A trickle of her nectar leaked into her panties, causing a slight wet mark to appear. Her sexual hunger grew by the minute. She wanted Shay to have her, to give her what she desperately desired this moment. That release of explosion into the peak of an amazing orgasm like the one the night before. Her body began to ache for it.

Shay continued to play with Kacie's breasts and hard nipples for a while longer. She couldn't help it. The immense pleasure she too was receiving from performing this sensual act upon Kacie was savaging her insides. She felt like she was losing control of all her emotions. The sexual hunger had taken over every emotion, every piece of common sense had fizzled out to just the strongest desire be with this young beautiful woman. To explore her naked body. To taste her sweet nectar and take her on the ride of a lifetime.

"Stop!" Kacie called down in a soft tone, causing Shay to stop what she was doing as she looked up. "Will you, lick my pussy!" Kacie asked with a slight quiver to her lips.

"Mmm, I'd love to hun!" Shay responded, causing Kacie to finally raise a smile of assurance that she was about to receive something wonderful for the first time.

Shay used her tongue and lips as a guide, planting soft wet kisses across Kacie's waist and stomach, while also slithering her tongue at times like a snake weaving across the grass of Kacie's pink skin. The lower Shay became, the stronger the smell of Kacie's musky scent drifted up. Drawing closer to the underwear, Shay took notice upon the small damp patch that had begun to form along the slight crease of Kacie's pussy lips. Shay ran her tongue across her wet lips, her eyes glued to this wet patch before her. She was drooling at just the notion of finally going down and licking Kacie's pussy, to finally take in that sweet nectar she contained.

Shay shuffled down to the end of the bed, where she raised Kacie's leg up in the air. She caressed up and down her leg with her hand, while giving plenty of kisses to help raise the sexual tension that was building inside her younger partner. Shay lowered the leg down, now finding herself caught between Kacie's long and slender smooth legs. The musky scent still caught Shay's attention, drifting up her nostrils and causing them to flare. Shay ran her palms up and across Kacie's legs, starting down around the ankles, up across the lower legs before sliding over the shapely thighs of Kacie. Kacie could feel herself growing more wetter from this beautiful tender caress of a more mature woman. Kacie had never experienced anything like this before, not even from her boyfriend. Shay's touch did things to her, appeared to awake strong emotions inside that made her feel all warm and fuzzy at the same time.

Shay leaned forward, she laid soft kisses across Kacie's stomach, taking notice of the slight ripple effect that came over them with each sensual touch of her lips. She used her tongue to slither across the hem of Kacie's panties, sliding it back and forth as Shay's hands raised over Kacie's thighs and took a grasp of the string that was held upon each side of Kacie's body. Shay slowly began to pull on the string, causing Kacie's panties to slowly descend her lower body. Kacie raised her bottom a little, allowing the panties to slip free from behind as Shay pulled them further down to expose the view of Kacie's sweet, almost shaven pussy.  The lips glistened with the oozing of her delicate nectar that leaked from within. Shay pulled down the panties. Further, Kacie raised one of her legs, and Shay pulled it completely off, pushing them to the other side and leaving the small garment hanging around Kacie's other ankle.

The scent was much stronger now the panties had been fully removed, exposing Kacie's beautiful pussy. Shay's mouth almost drooled out at the thought of finally going down and licking out Kacie's fresh young pussy. Shay had done this many times before, on numerous girls of many ages from eighteen to a more mature woman in her fifties. She enjoyed the taste of another woman's pussy, the wonderful pleasure in licking it, sliding her tongue inside and eating a woman out. This, though, this was something different she felt inside. It was a warmer, sweeter, more tender emotion she was feeling within. Maybe it was slight anxiety also of who this young woman was who now lay naked before her.

Shay shuffled her body back, soon finding her lower legs hanging off the end of the bed where she lay flat down upon her stomach. Shay drove side to side, giving tender kisses upon each of Kacie's inner thighs, one after the other, swinging across while also moving up inch by inch towards the treasure that she sought after.

Kacie watched from above, staring down through wide open eyes at Shay's loving and sweet attention she was giving to her. She thought this was nothing like a guy. Most guys would be ripping your clothes off, spreading her legs wide and just ramming his hard cock inside. No. This was a moment shared between two people. A slow, almost lovemaking session of two women exploring each others bodies. Kacie's body was warming up to the idea of having Shay's tongue upon her pussy.  She pursed her lips in anticipation of what this feeling would be like.  Then, it happened.

Shay looked up to see Kacie's response to her tender kisses upon her thighs, working up to the pleasure piece captured at the very top. Shay offered Kacie a sweet smile before her head lowered down between Kacie's thighs and she ran her tongue across Kacie's puffy lips. It ran up from deep below, sliding across the fleshy lips that almost trembled in response to the wet touch of another human caressing them. Her tongue ran off the upper end and away.

"Oooh fuck!" Kacie groaned loudly as she felt Shay's tongue begin to lick her pussy. It was a much stronger, far deeper emotion that anything felt before. Her thighs reacted slightly, they shook a little, and she did her best not to squeeze them together and trap Shay firmly between her grasp. "Mmm!" Kacie moaned as she felt Shay's tongue slip off the end.

Shay ran her tongue across again, still slow and tender in its caress upon the pink puffy lips as they parted a little and a drop of Kacie's nectar seeped onto Shay's tongue as it passed over. Shay continued, sliding off the end before drawing her tongue into her mouth where she tasted the drop that she'd gathered. It was sweet, just like Kacie. She wanted more. She wanted to delve inside and lick every drop she could find within her dark wet cave.

Kacie moaned, "Ohhh!" as Shay's tongue ran over Kacie's pussy once more. Kacie bit her bottom lip; her head turned to one side. Her eyes closed, her face scrunched a little in response to the most wonderful sensation that flowed up from her womanhood between her thighs. This was nothing like having her hand rubbing her pussy or anything of that kind she thought to herself. This was much better. She enjoyed it. She was actually beginning to love this new sensation.

Shay licked once more, this time a little faster in her actions.  It soon turned into a tighter, faster lick across Kacie's pussy. Shay's arms rode under Kacie's thighs, moving upwards and wrapping themselves around Kacie's hips to hold her in place, like a snake wrapped around its prey so it couldn't escape the torture of its slow demise. This was different, though, it was no slow death but it was a sort of torture. A beautiful agony of one woman making love to another woman's pussy, in a most delightful and sensual way.

Kacie's body responded in kind to the loving touch of Shay down below. Kacie grasped at her breasts, gave each a gentle squeeze that added to the electricity running through her insides. Her moans continued to slip from between her lips, "Oooh ... Mmm!" she whispered through hot breaths.

Shay then moved her face in closer, her tongue protruded and began to slowly dip inside Kacie's warm hole. Kacie's lips parted with ease, allowing Shay's tongue to slide between them. She'd only entered a small bit before she flicked her tongue across the soft flesh of her inner walls. They were so soft to the touch, like sliding across a piece of silk, albeit a very wet piece. Kacie's nectar trickled across the walls, Shay's tongue lapped at them before delving deeper within.

Kacie's back arched high.  "Oooh fuck!" gasped from Kacie's lips, her hands gripped her breasts even tighter, her nipples became more erect from both the exposure of cool air and the sexual energy within.  "Oh my God!" Kacie groaned deeply, before gasping for air into her lungs. This was the most beautiful experience she'd ever known, and despite the sweet agony she was experiencing inside, she didn't want it to stop either.

Shay's tongue reached new depths, sliding deeper inside Kacie's warm tight hole. Drips of her delicate nectar fell onto her tongue. Shay continued until her mouth was soon firmly grasped against the soft mound of Kacie's labia. Shay ran her tongue around inside, circling in the small space as it slithered against the silky feel of Kacie's inner walls.

"Oh shit ... oh fuck, ooooh!" Kacie moaned at the feel of Shay's tongue pushing deeper and caressing her insides. Her stomach muscles reacted like a small ripple after effect of an earthquake. Kacie's breathing grew deeper, much heavier and aligned with grasps of that so sweet sexual noise being expressed of deep gratifying moans.

Shay held firm onto Kacie's hips; her tongue continued to express her sweet passion and love to Kacie for allowing her to perform this sexual act upon her. She continuously slipped her tongue back into her mouth, taking in the nectar she'd discovered on her travels as it slipped down her throat before she delved inside to search for more. Shay continued to eat her out for a little while longer before she pulled her tongue out. Trickles of her nectar leaked down her pussy, towards her ass and upon the sheets Kacie lay.  Shay re-positioned herself, pulling one of her arms back as she dipped two of her fingers into her mouth to wet them before sliding them between Kacie's pussy lips and inside. Shay's fingers pushed deep inside the warm wet hole, as she felt Kacie's pussy muscles tighten around her fingers.

Kacie groaned, "Ooooh!" as she felt the feel of Shay's fingers slide into her warm pussy. Kacie looked down to watch what Shay was doing, where she began to feel the slow sensual thrusts of Shay's fingers as they began to fuck her tight wet hole. "Oh fuck .. oh yes!" Kacie moaned with each thrust of the two fingers.

Shay stared up at Kacie, watching her reaction to her finger fucking her before she used her thumb to gently rub back and forth across the hood that hung over the open lips. Slowly, but reassuringly, Kacie's small rounded nub of her clit came into view. The gentle caress caused an instant reaction.

"OH SHIT!" Kacie screamed out, feeling the touch of Shay's thumb connect with her clit. It sent shock waves throughout her entire body, causing her to spasm. Kacie's hands dropped to either side of her body, where she grabbed the bed sheets and squeezed them tight into her hand. Her body began to writhe; her hips began to gently buck to the wonderful rhythm of feeling Shay finger fuck her while also rubbing her clit.

Shay continued to drive Kacie's path towards the growing conclusion of which she desired. Shay leaned her head into the musky scent of Kacie's wet pussy. Her thumb stopped when suddenly Kacie felt Shay's wet tongue begin to flick across her clit. It was something else, a totally different feel as Shay flicked over and over against Kacie's small nub. Shay then used her lips to draw Kacie's small rounded clit in-between, where she suckled on it.

Kacie's body was in overdrive. She felt like she could take no more. Her body continued to writhe upon the bed. Her hips bucked harder, faster against Shay's face while feeling the fingers thrust in and out at a more frantic pace now.  "Oh my God!" Kacie screamed, "I'm gonna cum!" she added as her head dug deeper into the pillow.

Shay continued, pushing Kacie towards the brink of no return. Her fingers were soaked in Kacie's sweet nectar as they thrust in and out of her tight wet hole. Shay's mouth continued to suckle before her tongue returned to flick across the small nub of her clit.  The sound of Kacie's wet pussy could be heard as Shay's fingers splashed in and out.  Shay began to feel Kacie's muscles tighten inside; her inner walls began to vibrate as the wave of orgasm started to take effect.

"Ooooh, Fuckkkk!" Kacie screamed. It started inside her warm pussy, where she could feel it react to Shay's fingers and tongue before it spread throughout her entire body. Her stomach was like an ocean, creating waves upon the surface that began to spasm uncontrollably.  Fireworks seemed to go off inside, striking every nerve ending, every sensitive part of her that lit up like a pinball machine being struck time and time again by the ball. Kacie gasped for air as the orgasm hit its peak, her hands grasping tighter upon the bed sheets, her breasts jiggled as her body writhed around. Her legs began to close together, trapping Shay between in an instinctive reaction to what was overcoming her. Shay continued, still lapping away at Kacie's nub while her fingers fucked her tight hole, driving her over the edge to the brink of insanity and beyond to the beauty of fulfillment of her deepest desire.

Finally, after a moment and sensing that Kacie had ridden the rollercoaster to the other side, Shay began to slow down to a halt. Pulling out her fingers, Shay found them coated in Kacie's nectar as she licked and sucked her fingers. Kacie's body continued to spasm in reaction to the most wonderful orgasm that she'd just received, as she began to come down from her incredible high.  Shay moved in and lapped up the nectar that covered Kacie's pussy, not wanting to waste a drop.

Kacie regained her composure, where her body settled down from what she considered the best orgasm she'd ever received. Even more so than the night before. Shay lapped up the last drops of Kacie's nectar before she moved up over Kacie with soft kisses and using her tongue to lick across the sweaty skin upon Kacie's bare stomach and chest that reacted with deep breathes, causing it to raise up and down. Reaching her glorious shapely breasts, Shay wrapped her lips around them and sucked both, flicking her tongue across the hard nipples before kissing Kacie's neck and finally reaching her lips. The two kissed, a tender, sweet embrace of two women sharing this emotional and beautiful moment together. Kacie didn't seem bothered that she could taste her nectar not only on Shay's lips but also on her tongue and in her mouth.

Pulling away, Shay turned and settled down upon the bed, at Kacie's side. Kacie rested her hands across her stomach, still feeling the spasms beneath her skin and the warm rush inside of her body. Kacie continued to breathe heavy, her face and chest flushed from the heated rush that overcame her. She felt like her body was on fire, in heat from the orgasm that tore at her insides and ripped her soul apart, as well as clawing at her beating heart. She had just experienced something magical for the first time, and she believed in what must be received, has to be rewarded in kind. She too now wanted to experience what it was like to go down and lick another woman's glorious pussy, and see if she could give Shay the same type of ride she just had been taken on.