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Girlfriends With Benefits

Karen and I worked in the same department at the local hospital. We'd become very close friends, especially during the time she had breast cancer. She was one of the lucky ones, a survivor. When she and her family went on vacation my boyfriend and I house sat for them. We were pleasantly surprised to see pictures hanging on the wall in her bedroom just before she had breast surgery. The pictures were professionally taken and showed her in very sheer nightgowns with her breasts fully visible. Not the kind of pictures that you would normally see on the wall of someone with teenagers in the house.

We also found a stash of playboy magazine's under her clothes in the walk-in closet, which led us both to believe that her husband wasn't the only fan of naked women and great tits. We enjoyed looking through the pictures, took a warm bath in their hot tub and had great sex before hitting the sack. Several times since then my boyfriend has mentioned how great those pictures were on the wall. Karen didn't have big tits, but they were nicely shaped and, at least from the pictures, looked firm.
Because we were such close friends it was no surprise to me that she invited me to go to a three day conference in a city about four hours from home. It would be a nice break from our hectic schedules. I was looking forward to a couple days away from anyone I knew.

Even though we saw each other every day we had plenty to talk about regarding work, our families and a variety of other things. As we were driving, Greg, my boyfriend sent me a text asking if I'd been able to read his ‘article' before I left. Greg was an author and while most of his writing was for the general public, he enjoyed writing porn for me. As I left for work that morning he gave me an envelope and told me it was reading material for when I was gone. I read it at work and was horny for the rest of the day.

After one text message from him I let out a giggle. Karen asked what was so funny. I figured what the heck. I told her about the text and Greg's article. Almost on a whim I asked if she wanted to read it. She seemed very eager to do so. Judging from the look on Karen's face she enjoyed the story as much as I did. Her face was red and she squirmed several times in her seat as she read. She smiled through the whole story.

Whew! That was hot!... She said when she finished. I wish stuff like that really happened. With that, the talk turned to sex. Karen told me how since her surgery her husband seemed to have lost all interest in any physical activity. On the rare occasions when they made love he was all business, going straight to the fucking and paid no attention to the romance of it. She longed for the passionate touches that were a part of their marriage before her cancer.

All this talk about sex got me missing Greg even more. He was the complete opposite of the way Karen described her husband. He was always more than willing to play with my breasts and suck my clit. I loved feeling his tongue between my pussy lips and the way he finger fucked me to orgasm. Greg knew all the right places to send me and my panties were wet just thinking about it.

As we were driving, Karen pointed out an adult bookstore and made some comments about having to stop there to get some action on the way home. Her comments only fueled the fire between my legs. We finally got to the hotel and got settled in. I called Greg to let him know we were safe and Karen's reaction when I let her read his story. He was very turned on by the fact that he'd been able to turn on other women through his words.

After we got settled in the hotel room we went down to the bar for a couple drinks and to scout the place out. It was a nice place with a good pool and hot tub. Since it was during the week we both agreed that we wouldn't have to fight kids for the hot tub. THAT was a definite for tomorrow. We went back to the room and got ready for bed. I couldn't help looking at Karen when she came out of the bathroom nude. She did have a great body and I found myself wanting to touch it.

The next day was full of meetings and seminars. Karen and I sat together all day. She was a nice relief from the boredom of class, as were Greg's text messages. At the end of the day we took a walk, went to the mall and had supper before heading back to the hotel for a nice long hot tub.
While we were in the hot tub we were joined by a woman that could have been in Playboy! She had a great ass, and her breasts were bulging out of the skimpy bikini top. The three of us chatted while we let the stress from the day disappear, but I had a hard time not looking at her tits and wondering what it would be like to suck them. Greg and I had always fantasized about me with a woman, but had never had the opportunity to play. I felt my juices boiling the whole time we were in the pool.

Karen must have had the same idea. We got back to our room and started to get ready for bed. I was going to go into the bathroom to change, but Karen stripped naked right in front of me, so I decided modesty wasn't an issue. We both climbed into our respective beds and Karen began to read. I decided a little TV would be good and began channel hopping. As I was doing so I happened across the playboy channel which, for some reason, wasn't blocked as it usually was. Karen happened to glance up at that time and we both were treated to a great view of some sexy tits.
Wow, those are almost as good as the chicks in the pool.... Karen commented and I readily agreed. Karen put her book down and looked over at me. You know,... she said somewhat shyly, I'm definitely NOT gay. I prefer cocks over anything, but looking at that chick in the pool and not at these babes on TV, I just wonder what it would be like to be with a woman sometime....

I was a little taken back by her comment especially since I felt the same way. I wasn't quite sure what to say and she mistook my hesitation for offense.
I'm sorry,... She blurted, I shouldn't have said that. Sorry if I offended you....

NO! I said, not at all. My hesitation was because I feel the same way. When Greg and I were house-sitting a couple years ago we saw your pictures on the wall and both of us really enjoyed them....

Karen looked up at me. Really?... She seemed surprised. You weren't offended by them?...

Not at all... I said, In fact, just now I really enjoyed watching you undress....

Karen got up and came over to my bed. She put her hand on my knee and said, I'm really glad to hear that. I wasn't just looking at the chick in the bikini tonight. I was watching you and your eyes. I saw the way you looked at her and it made me want you....

With that Karen leaned towards me. I knew she was going to kiss me and I moved forward to meet her lips. When our lips met, she pushed her tongue towards me. I willingly opened my mouth and felt her tongue exploring my mouth. I'd never kissed a girl before, but I liked it. I felt my pussy getting wet and my nipples harden. I put my arms around Karen and pulled her close to me as our tongues continued to explore each other.

I wanted so much to touch her. I wanted to feel her hands on me. But I wasn't real sure how to begin. I felt Karen's hands move towards my side. I arched back, inviting her to move towards my breasts. I felt her hands over my nightgown caressing my nipples. I returned the favor, fondling her through her clothes.

I pulled Karen towards me and we lay down side by side. She moved the covers away so that she could touch me more. She slid her hands beneath my nighty and I felt her soft hands gently caressing my breasts. I moaned softly, This feels so much better than I imagined.... I said softly to Karen. She pulled at the bottom of my nightgown and I rose so that she could pull it off me. I did the same with her and we lay naked with each other.

Karen moved her lips down my neck to my breasts. It felt so good to have a woman kissing me and sucking on me. I looked at her and at her nude body beside me, admiring her ass and her tits. I caressed her neck with one hand and her breasts with my other as she continued sucking on my nipples and pulling them into my mouth. I felt her hand moving down my body. I spread my legs in anticipation of her fingers and moaned when I felt her soft hands on my mound. Her gentle, feminine fingers slid between my lips feeling my wetness.

I pulled Karen to me and moved my lips to her breasts as her finger fucked me softly. For the first time I felt a girls nipples in my mouth. She tasted so good. I pulled her tits deep in my mouth and heard her moan softly. Her soft fingers increased their movement inside my pussy as she caressed my clit with her thumb.

OH!... I moaned loudly, I'm cumming.... Karen increased her finger movement and found my g-spot. I came hard pushing against her hand wildly. Good as Greg was, I came harder with Karen than I'd cum in a long time. She kept her fingers in me until my orgasm subsided.

I pulled her to my lips and we kissed passionately again. I felt her hard nipples against my breasts. I felt her wet pussy as she began to hump my leg. Her breathing increased and I knew she was close. I grabbed her ass and pulled her harder against my body as I watched her breasts bouncing with the intensity of her pumping. Karen came hard and I felt her wetness on my leg.

I need to taste you.... I whispered in her ear. Karen lay on the bed and I moved down to get my first ever taste of pussy. I gently split her lips with my tongue and tasted the sweet juices of her cunt. You taste so good,... I moaned.

Karen reached down and pulled my ass towards her. I straddled her as we went 69 on each other. She licking my pussy and I on hers. I rose up a little to get a closer look at her. She was shaven and her bald lips were pink and swollen. I gently pushed my finger in her. Karen pulled my ass closer. I felt her finger move to my asshole and spread my legs wider so she could have easier access. I felt one finger enter my ass while the other was in my pussy.

I had two fingers in her wet cunt and was pumping her
slowly. She was raising her hips to meet my movements. Her breathing increased and I knew she was close again. This excited me even more and I felt myself getting close as well. We brought each other to orgasm again and collapsed on each other's naked bodies.

I think I'd like you to stay in my bed tonight... I finally said softly. We slipped under the covers and held each other close, fondling and kissing until sleep over took us.

End of Story