Keisha had saved them. She wrapped herself in a towel and leaped down the stairs to head off her sister. Whatever she said, it must have been enough to still Aaliyah's curiosity. The trudging of her loud, angry feet over the hardwood steps stopped. Then, after a brief conversation, they could be heard descending the stairs and drifting away.

Keisha though, disappeared with her, leaving the two nervous white girls to themselves all alone in the cathedral of a bedroom. Jennifer very cautiously closed the door behind them. It took her a while, she was afraid the metallic sound of the latch would set off an alarm, and guards would come racing back up the stairs to arrest her.

"Do you think she's coming back?" Jennifer asked.

Penny was wrestling with her pants. They were wet now, but at least they were where they were supposed to be. She grunted as they navigated up and over her hips. "I don't know. In fact, I have no idea what's going on. What do we do now? Do we just—" she looked around "—stay here all night?"

Jennifer surveyed the large carpeted space. "I think she'll come back for us, she's probably just comforting her sister." She cringed. "Keisha must have had a terrible night."

"Aw, Aaliyah is sweet. That's why I like her. I learn something new about her every day."

"Yeah... Me too..." Jennifer said dryly.

"Right? I thought she was kind of stuck up at first. I mean, she's so pretty, and funny, and all of that. But now I think she's kind of sweet too. I'm glad, I was getting tired of all of her 'show and tell' stuff. It was nice to just get to know the real Alliyah for once."

"Totally," Jennifer agreed.

But the quick, terse response wasn't what Penny expected. She frowned and examined the small white girl still in her wet shirt with all of her private parts practically exposed. "But it is a little weird..." she began.

"Weird? What's weird?" Jennifer answered, and far too quickly.

"Why she's never mentioned you before—I mean, I'm glad I met you. I can tell you're a nice person."

"You can?"

"Yeah, you look like you've never told a lie in your life."

Jennifer swallowed. She looked down to the carpet, and then to her clothes. She covered herself with her hands.

Penny pressed her. "You do go to the same school, right?"

"Yeah, of course. I'm just, you know, well, quiet. So I kinda get lost in the crowds—it's OK though."

The blonde girl hugged her right there in the middle of the room. She patted her lightly on the back. "That was crazy though, wasn't it?"

Jennifer's heart started thumping.

Penny continued, "I mean, can you believe we were doing that? And we almost got caught!"

"Yeah, that was stupid," Jennifer agreed.

"Stupid?"

Jennifer very politely squirmed free. She took Penny's hands. "Well, reckless I guess—I mean you're amazing, don't get me wrong. I just... I just—well, what do we do now?"

"I dunno, I guess we just wait?"

For the first couple of minutes, they stood there awkwardly together, holding hands. It was so quiet that Jennifer worried the sound of her breathing would give them away. But nothing came of it. No stormtroopers were squawking on the radio, there were no police dogs, and Jennifer eventually relaxed.

She tried to get her hands free without Penny noticing, but the blonde girl held fast. Penny frowned.

"Aren't you cold?" she asked.

Jennifer peeked at her hard nipples. She could feel her freckles glowing with embarrassment. "Maybe I should get dressed?"

But Penny still didn't let go. Her eyes started to sparkle. That just made Jennifer more nervous. It's like the prettier girl was somehow invading her thoughts.

"Jen?" Penny asked.

"Yeah?"

"You can wear some of my clothes, you know if you want?"

Jennifer forced a smile. "Oh, that's OK. I have mine."

"They're wet, right? I mean..." Penny said while gesturing toward the entirety of Jennifer's shirt. "I have a whole bunch of stuff in my bag. Come on!"

Before Jennifer could react, Penny rushed into the bathroom and came screeching back clutching her bag. Jennifer eyed her, half expecting to see that thing between her legs warping the front of her pants. But the dark material was flat over her crotch. There was no indication of what lay underneath. Penny set the bag down on the bed and began rummaging through it.

She produced shirts, shorts, and several delicates that were as absurd as Keisha's.

Jennifer coughed. "You wear that stuff?"

"I mean, sometimes, but not the underwear. Not really anyways."

"But it fits you?"

Penny laughed. "Of course it does. I don't always get like that, you know."

Jennifer squirmed as Penny pulled out black bikini bottoms and set them on the bed.

"It's mostly bathing suits," Penny explained.

"Then what are the panties for?"

"Wait—are you actually a lawyer? You sound like my dad."

The insecure girl shook her head. "No. No! I'm not!" she insisted.

Penny dropped a baggy t-shirt on the bed and stepped back. "See? This is what I mean. This is why I like you—you don't just go along with everything. No one ever asks questions like that. They just accept everything."

Jennifer flashed her patented, nervous grin—which was her only grin.

"Ally for example," Penny continued, "she was like that too. She thought everything I did was cool or fun—at least that's how she was before tonight. She's like a totally different person, and I think she gets it from you."

"Me?" Jennifer huffed. "What did I do?"

Penny lined up an outfit on the bed. She laid out the plain, baggy t-shirt, and beneath that was a pair of boxers. She grabbed a hat at the last second and dropped it down to complete the ensemble. But that was it though. "Here, what do you think about this?"

"I'll look like a boy," Jennifer muttered.

Penny was dismissive. "It's just for tonight, and it's comfortable. That's what I normally sleep in, well, not the hat. I just get tired of dealing with my hair—" she looked at the top of Jennifer's head and smirked "—I just thought we might have the same problem. You don't have to sleep in the hat though."

Jennifer bit her lip.

"Aren't you freezing? Come on, at least try them on!" Penny insisted. Then, turning away from the nervous girl, she added, "I'll help, you know, if you want."

The scrawny girl had heard that before. But this time she was all alone with a stranger and under a fairly dubious pretext.

"Do you trust me?" Penny asked.

Jennifer took a breath and nodded.

"OK, turn around."

The meek girl did what she was told. But in the confusion she raised her arms, assuming Penny was going to peel her top over her head. She could feel the wet shirt crawl up her cheeks and flash the girl behind her.

"Um, OK..." Penny mumbled. She stretched the boxers and held them low by the floor. "Just, uh, step back into these."

Jennifer felt like an idiot. But still, she kept her arms in the air as she stepped into the warm underwear. Soon it was sliding up her thighs and was secure around her bottom. That's when Penny went to work on the shirt. She pinched it at the hem and hoisted it up and over.

When the skinny teen was bare from the waist up, she stared down at the soggy cloth now lying in a wet pile on the floor. She worried that the carpet would never dry.

"That's better, right?" Penny asked.

The bushy ponytail bounced up and down as Jennifer quietly agreed.

"Alright, now turn around. Let's get the shirt on."

Jennifer did it. She very slowly spun to meet her intimidating, blonde friend. But both arms were strapped across her chest, trying to conceal her small breasts.

"Arms up," Penny said.

That's where Jennifer was going to make her stand. She was going to shake her head and ask for the shirt so she could put it on in private. But that all changed the moment she noticed the small bulge in Penny's pants. It was subtle, but it was there, pressing forward and spoiling the otherwise flat surface between Penny's legs. Her arms dropped to her sides.

"No, Jennifer, raise them up," Penny instructed softly.

Very slowly, her shaky hands slithered up her body until they were pointing at the ceiling. Her small, pale breasts melded into her chest until they almost disappeared. The world around her suddenly turned yellow.

When her head emerged from the opening, Jennifer immediately adjusted her glasses. The lenses were clear now. Her view was completely unobstructed. The first place she looked wasn't at Penny's proud, glowing face though, but rather right in the center of her dark cargo pants. The bulge had grown.

Jennifer immediately collected herself. Her hands smoothed over the baggy, wrinkled shirt as she wondered how it must have looked on Penny. It must have fit more snugly on the taller, bustier girl who was staring at her expectantly.

"I... I mean... It probably looks better on you," Jennifer whined.

Penny studied her. "No, not really. That's my dad's shirt. I don't even think it fits him, and he's fat."

Jennifer laughed. It was a real laugh. She wiped her nose and couldn't get her bubbly cheeks to settle.

"You kind of look like a squirrel," Penny mused.

Jennifer slapped Penny's tummy with the back of her hand. "Oh my God!"

"I'm just kidding. Now, here. Put this thing on to help with your... your fur."

Even the hat was too big. Jennifer set it on her head, but it slid down and covered her eyebrows. "Well, it's official. I am a boy," she said sullenly.

"A very cute boy," Penny corrected.

There was another quick attempt at swatting Penny's stomach. But this time, Jennifer got caught. Penny had her by the wrist and held on. It was playful and halfhearted, but no matter how hard she tried, Jennifer could not wrench her arm free. The blonde girl was too strong for her.

"OK! OK!" Jennifer whined. "I won't do it again, I promise!"

Penny loosened her grip a little but didn't let go. She held the girl right there in front of her tummy, just above the shape in her pants. "Promise?" she asked.

"I promise! Sheesh!"

"OK, good. We still have a lot to do."

"We do?"

Penny frowned. She let go and Jennifer immediately rubbed her wrist. "Yeah, I need to change too," Penny said.

"What's wrong with what you have on?"

She gestured to her wet top and the dark spots on her pants where water had bled through. "I can't sleep like this."

"Wait, what? Sleep? We're going to sleep here?"

Both girls turned their heads to the bed. It was large, a California King, but it was the only bed.

Penny shrugged and started digging through her clothes. "Come on, it won't be that bad. Might as well make the best of it, right?" She sprang up suddenly, smiling. "How about this, how about you pick my outfit?"

Jennifer looked at the array of bikinis, shorts, and shirts. Her hat fell over her brow. "But I... I mean, you can just pick whatever you normally wear."

"Um, that ship has kind of already sailed," Penny replied, pointing at Jennifer's yellow dress of a shirt. "Now, come on over here. Don't be shy. What do you think?"

Jennifer ran her fingers over the different options. She skipped over the white thong though. That would have been too distracting and she'd never be able to fall asleep. But then she realized no matter what she chose, she'd be up all night anyway. There was no way her nerves would let her drift away and dream.

"How about this?" she said, her small hand hovering over a pair of purple sweatpants.

"Nah, too hot," Penny said dismissively.

"Oh yeah, right... Then maybe this?"

To her surprise, Penny nodded. "That's what I would have chosen. You have good taste."

It was another long T-shirt. This one was faded though. It might have originally been black, but now looked gray. The embroidery on the front had long since chipped away.

"And for the bottoms..." Jennifer began.

Penny interrupted her. "Actually, I normally kind of just sleep like that. You know, with just a shirt. Is that OK with you?"

Penny tried to be polite and understanding as she nodded. But her eyes kept darting between the shirt on the bed and Penny's crotch. She thought she saw something. It looked like Penny's erection twitched. The bulge pressed forward. There was no denying it now. Penny suddenly noticed it too.

The blonde girl thought about it for a bit, then tackled it head-on. "Please," she pleaded. "It's, you know, starting to hurt a little."

Jennifer stood there, frozen stiff. There was another momentary lull where neither of them said anything. It looked like it was originally situated pointing down, but now was very eagerly trying to rise up in that tight, constrained space. Eventually, Jennifer broke away and found her voice.

"Yeah, uh, right—no, go ahead. I mean if it's painful, yeah, I don't have a problem with it."

Penny smiled. It wasn't her big, usual smile though, more like she was broadcasting relief than anything else. She spun around and pulled her hair out of the way. "Can you help me with my bra?"

"And your shirt too?"

"Yeah, that too," Penny confirmed. "It's all sticky and wet."

Jennifer approached cautiously. The blonde girl's pants were sticky and wet too. Jennifer had forgotten how perky and firm Penny's butt was, even after what had transpired earlier. Now though, the rough canvas material was soaked through in the back and was starting to creep inside. Jennifer slid in closer, her stomach brushed against those two, very distinct cheeks.

Penny coolly stretched her arms up. She had that natural, feminine curve in her lower back. It made Jennifer jealous. She even found herself drooling over it like the troll everyone thought she was. When her fingertips lightly touched down on Penny's sides, the blonde girl jumped up to her toes.

"That tickles!" she squeaked.

Jennifer pulled her hands away abruptly. "Oh, sorry..."

"No, it's OK. It just surprised me, that's all. It actually feels kinda, I dunno, nice..."

"It... It does?"

Penny looked over her shoulder. Her eyes were as foggy as Jennifer's lenses. "You can keep going if you want. And this is probably going to sound like too much information, but I don't normally, you know, let people touch me."

"Me neither," Jennifer mumbled. But her hands went back to work, ascending Penny's body and collecting water in between her fingers.

Penny watched, expressionless and quiet as Jennifer finally slipped her fingers inside and pinched the wet fabric of her top. Her face immediately bunched up into a grimace.

Jennifer kept moving. Cautiously, gingerly the shirt rose above the girl's bra. It was a lacy, black number that pinched into her skin. The grimace got worse.

"Are you OK?" Jennifer asked.

"Yeah, no, I'm fine," Penny answered curtly.

"Are you sure? I'm not hurting you?"

"No, no, trust me. And it's kind of, well, embarrassing."

Jennifer's ball cap slid down her forehead again and her eyes grew wide. "Oh..." she said quietly.

Penny turned her head away. "Yeah..."

The bra went next and without any fanfare. It was easy to unclasp, and even easier to slip off and away from Penny's beautiful skin. It left a little red imprint where it had been embedded in her back. But instead of acting relieved now that she was free of the uncomfortable, invasive garment, Penny tensed. Her whole body seemed to tighten before Jennifer's eyes.

"What's wrong?" Jennifer asked.

Penny shuddered. The muscles in her back flared.

Jennifer pushed her hat back up. "Is it your—" she gulped "—your dick?"

The blonde girl nodded. But she said nothing and didn't move. Jennifer waited, but the silence eventually got to her.

"Do you, like, need my help? Like with your pants, I mean," she said, her voice unusually quiet, even for her.

Penny groaned. "Ugh! It's not normally like this, I swear! Yeah, I mean, if you could—thank you, Jennifer!"

Then, Penny turned. Her problem had gotten bigger. It practically stabbed the front of her pants.

Jennifer didn't notice it at first. Her eyes were stuck on the soft, golden breasts in front of her. Penny had her arms raised in a vain attempt at covering herself, but it did little good. Jennifer consumed the soft flesh, and the small, darker nipples peeking out between her arms.

"I'm so sorry, Jennifer. You probably think I'm a freak," Penny said.

"What? No. I don't think so, not even close. You're beautiful—you're actually the most beautiful person I've ever seen."

The lump between Penny's legs jumped. It pressed straight forward now. Penny became frantic, making her hands into fists and trying to control her breathing. Her face still looked sweet though, even as desperation took root and it pleaded for help.

Jennifer wasn't sure what to do, but she sprang into action anyway. The small girl turned her cap around and dropped to the soft carpet. From her knees in that strange, unfamiliar setting, she paused and took a breath. It was right in front of her, just like it had been for Penny in her story. But this time she was the main character. Her shaky hands connected with Penny's thighs.

The blonde girl rocked back on her heels but steadied herself before she teetered over. She exhaled loudly, watching intently as those small hands climbed up her legs. When they were sitting on either side of her erection, planted firmly on her hips, Penny flexed her abdomen. The faint outline of muscles pulled tightly together. The few, remaining drops of water from the jacuzzi lazily rolled down her skin.

"Jennifer?" Penny asked.

But the small girl on her knees didn't hear her. She didn't move her hands to the clasp on Penny's pants either. Instead, she leaned in and kissed her on the tummy. Her soft tongue lapped up the last bits of water.

"Jennifer!" Penny coughed.

The small girl's chin dropped lower. Her lips bumped into the clasp. It was in her mouth. Her teeth pulled on it and it came apart. The zipper gave under the pressure and came screaming down. Penny's penis flopped up and smacked Jennifer in the jaw.

Relief was still nowhere to be found. Penny squinted. She fought with her eyes to keep them open. "Jennifer," she cried again, but it was weak and difficult to hear.

The smack to the face had stunned Jennifer. She felt like she'd been punched. It sent her mind spinning, her thoughts were racing so fast she wasn't able to focus on a single one. She knew what she was supposed to do, she was supposed to help her new friend. But her lips were right there brushing up against it. She could smell the chlorine as it dripped off.

There was one, final desperate plea from Penny, then Jennifer's lips came apart. The head dipped inside.

Her hands clawed at Penny's butt, still trying to help her, tugging and pulling, trying to get her pants down. They budged a little, but the stubborn things snagged on Penny's hips. Jennifer leaned forward for leverage, but still, more of it slithered inside. Her eyes were on it, crossed and staring down her nose. There was still so much more out there waiting.

She heard it again and again, Penny's pathetic voice calling her name and asking her what she was doing. But Jennifer only sealed her lips around it and swallowed as much as she could. Her mouth was full, she could feel it bang into the back of her throat. She gagged.

As her erection raged painfully in the air, Penny managed to be patient. She allowed Jennifer time to sit back on her heels and wipe her chin. She might have just been too stunned to do anything else.

The wheels spun in Jennifer's head. She was finally able to string it together. With saliva rolling down her chin, she looked up at Penny and said, "I think I know why you're so hard all of a sudden."

Penny's questioning eyes met Jennifer head-on.

"It's because I look like a boy."

The blonde girl took a step forward. Her penis bumped into Jennifer's cheek. She started to stammer, "But, I... I... You shouldn't say things like that about yourself."

Jennifer cocked her head. "Yeah, it was right after I got dressed, that's when I started to notice it."

Penny took another step. It sat comfortably on Jennifer's face, covering her chin up to her forehead. The bespectacled girl didn't even flinch as her mind connected the dots.

"And you picked out these clothes for me," she said. "Did you do it on purpose?"

"What? No, of course not! These are my normal pajamas, I told you!" Penny said defensively. Her penis slithered along the bridge of Jennifer's nose.

It still wasn't enough to disturb her train of thought. Jennifer could taste her own breath ricochet off the long white shaft resting on her lips. It felt heavy like the taller girl was pressing it into her. Despite the strong urge to open up and feel it on her tongue again, Jennifer managed to remain calm, much calmer than Penny. She had one last thing to say.

"It's OK, you know, if that's what you like. I don't mind dressing like a boy for you."

Penny's condition deteriorated. Her erection scraped against Jennifer's glasses and dislodged them. She sounded out of breath. "You... You don't? Really?"

Jennifer calmly fixed her glasses. "No. And you know what else?"

"What?"

"I don't mind doing it."

"Doing what?" Jennifer asked.

"Sucking it."

Then, Jennifer tilted her head back. Her tongue skipped along the underside of Penny's shaft until the soft, pink tip was lined up with her mouth. She felt hands close in around her face. Penny pressed it in.

She was slow and gentle but still very determined that it should happen now. Penny couldn't wait another second. Private, filthy thoughts escaped her lips. They were quiet moans of pleasure, begging for help, begging for release in Jennifer's small mouth.

Jennifer sat there calmly, hands resting comfortably on her knees while she stared up through her glasses. She knew she was being used, but she didn't care. The feeling of it gliding over her tongue and filling her mouth thrilled her. Even Penny's more frantic, more descriptive whispers telling her what a good boy she was excited her.

"I... I can't believe you're letting me do this," Penny grunted.

"What?" Jennifer mumbled.

Penny tightened her grip around Jennifer's face and thrust her hips forward. "You're letting me fuck your face."

Jennifer grunted. Her eyes closed. She lapped at it with her tongue.

It was more than halfway in now. She could feel it snaking its way down her throat. Back and forth, it slid as Penny pumped her hips and forced spit and saliva from her mouth. Jennifer slurped up what she could, but it still poured down her face and onto her thighs.

She reached back behind Penny, took a handful of her pants, and pulled with all her might. There was the sound of tearing as one of the seams came apart, but they were down now and out of the way. Jennifer's hands pounced. She seized all of that firm, warm flesh with her hands. Penny squirmed.

The blonde girl lurched forward and jammed it down Penny's throat. She grunted. "God, you are such a cute boy. I love when you touch me—fuck that feels so good!"

Jennifer tried telling how much she loved being fucked, how much she loved that big dick in her mouth, but all that came out was moans and more spit.

Penny screamed, "That's it, keep going—keep going! You're going to make me cum! Oh my God!"

Jennifer's fingers ripped into her cheeks. Then, everything was still. Penny withdrew all the way to the tip and then started shaking. Her breasts bounced, then her waist. Soon, convulsions had completely overtaken her. Jennifer didn't have to wait long. There was no time for anticipation, she knew what happened next.

At first, there was only a little. It bubbled up in slow pulses onto her closed lips. She didn't know what else to do, so Jennifer just let it run down her chin. But then there was more, much more, and the viscous liquid began to overwhelm her face. Penny pressed forward.

Cum squeaked inside and splashed onto her teeth. Jennifer could taste it now. She could feel the strange texture on her gums. Her jaw relaxed and her lips came apart. Penny slipped it inside.

She drained herself, pouring everything she had into Jennifer's small mouth. It filled up fast. Jennifer wasn't sure if she was supposed to spit or swallow. She just knew there was nowhere left for it to go. It felt like she was going to drown. Her head snapped back suddenly.

Jennifer gripped it with both hands and pointed it at her face. There wasn't much left, but it was enough to douse her glasses and pelt her nose and cheeks. She held it steady all the way until the end, even as her freckled face was running with cum.

The rigidity began to fade. Jennifer actually liked it better this way. She liked that she could manipulate it without hurting it. Even the palms of her hands were covered in it. She could feel the cum roll between her fingers as she continued to pump.

The tremors rocking Penny's body finally came to a halt. Her hands let go of Jennifer's face.

"OK, OK, I can't take it anymore," she huffed.

But the girl on her knees punched forward once again and Penny's erection was splashing around in the pool in her mouth. It was only half its original size now, so Jennifer was able to consume it all. Her nose pressed into the blonde girl's tummy while she sucked and slurped up everything she could.

"Jennifer! Please! You have to stop!" Penny yelled.

Jennifer moaned. She was wet between her legs and her nipples ached.

"Jennifer!"

Then, Penny stepped back. She immediately collapsed to her knees in front of her friend. Her hands latched onto Jennifer's shoulders and brought her head in close. Their foreheads touched. Then, their noses.

Jennifer could feel her friend panting down her throat. Even with her mouth full, she could taste Penny's sweet breath. A moment later, they kissed.

The blonde girl's lips were instantly as slippery and greasy as her own. It was a stranger feeling still, a powerful feeling, to push the mess with her tongue into Penny's mouth. It even felt like Penny was helping her, that she was sucking it out where it vanished down her throat. Penny was gulping down her own cum.

The girls collapsed to the floor like that, in a wet, sticky embrace. And as tired as she was, Jennifer knew she still wouldn't be able to sleep.