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I wasn't at all sure what to say; it had taken every ounce of courage I had just to dial the number. "Hello?? she said, again. "Cathy?? I asked, quietly apprehensive. "Yes,? she answered. I could tell she had dim flicker of recognition when she heard my voice, but wasn't sure where to place it.

"Cathy, hi. It's Holly.? I was praying that she wouldn't hang up on me.

"Hi!? she responded, somewhat bright, but a little cautious.

"Hi, how have you been?? I asked hesitantly.

"Fine,? she said, "and you?"

I could tell her mind was working, trying to figure out why I was calling her now and trying to decide how she felt.

"Oh, I'm fine,? I answered. I was so nervous I could hardly breathe. Maybe I should just tell her this was a mistake and hang up. I couldn't decide what to say or do next. "I guess you're wondering why I'm calling,? I said. That was a stupid thing to say. Of course she was wondering why, after so many months, I had decided to contact her. Undoubtedly, she was suspicious of my motives. And she had every right to be.

But I had no hidden motive. I genuinely missed her and longed for her friendship. I was only prompted to act on my feelings by him. He wanted me to seduce her. I knew I couldn't actually "seduce? her; she was too smart and I too inexperienced for something so obvious. Nor did I WISH to seduce her. Whatever we felt for each other and whatever grew out of those feelings had to be real and meaningful, not contrived. And if nothing ever happened, so be it. I wanted to please him, and her, but I wasn't willing to play games or deceive anyone in the process.

So, here we were. I had made the first move, hard as it was; now what? There was an awkward silence as I tried to complete my thoughts with words. "I have been thinking about you lately and have missed talking to you. I know you probably don't have anything to say to me, but I just wanted you to know how much I miss your friendship, brief as it was."

"Well, this IS kind of sudden,? she said, and I could sense the apprehension and mistrust in her voice. "I must admit, though, I have thought about you, too. How have you been doing?"

What can I possibly say to this woman whom I feel so close to and yet, so estranged from? I don't want to upset her with an apology, although that seems to be the only thing on the tip of my tongue. There's so many heartfelt feelings I have to reveal to her, but how? When?

"Oh, I've had my share of ups and downs, but, basically, I'm doing OK,? I answered. "How are things going with you?"

We were going around in circles, the way people normally do when they either have nothing to say to each other or so much to say that they can't channel it into sentences. I knew which malady I suffered from, but I didn't know how she felt.

"Well, a lot has happened since the last time I talked to you, she began. She went on to tell me some of the things that had occurred in her life in the past year.

I knew just about every aspect of her life with him because he had already told me, so now I had to pretend that I knew nothing and act surprised at everything she said. This wasn't going to be as easy as I had thought.

"Listen, I don't want to keep you long,? I said, after a few minutes of conversation, "so, maybe, sometime, we could have lunch together. I really would like to see you. Of course, I'll understand completely if you'd rather not.? There. I'd said it. Now for the moment of truth. God, I didn't want her to hate me. And if she did, I didn't want to know it. But now, I was probably going to come face to face with that realization and it scared and hurt me. I felt like crying. The lump in my throat got even bigger with her next words.

"Well, sure,? she said, slowly. "I guess we could have lunch sometime."

I knew she was curious to find out what was behind my sudden contact, but I really hadn't believed she would accept the invitation.

"Ok, great,? I said, swallowing my fear.

"How does Thursday sound?? she asked, catching me completely off guard.

I hadn't anticipated on setting an actual date so quickly. In fact, I never thought it would be necessary at all. "Oh, well, fine,? I said. "Where would you like to meet and what time is good for you?"

Our plan-making continued a little longer as the details were finalized and then we said goodbye, each saying we were looking forward to seeing the other on Thursday.

I don't know how sincere she was, but I was not necessarily looking forward to Thursday. Everything I had said to her, everything I felt was real and genuine, but now, I would have to face her, look at her, talk to her. It was what I had wanted, but now I was scared to death. What would I say? What would she say? Would I see the hate, the resentment, the total mistrust in her eyes as I imagined I would? Or would she actually be willing to try to be my friend again? Well, I only had a few days to figure this out. Those few days would be gone before I knew it.

Thursday morning came, and I was getting dressed for work, I simultaneously dreaded and looked forward to lunch. I chose a skirt and a blouse that fit nicely. I always had gotten compliments when I wore them. I felt compelled to compete with her in regard to clothing. Well, actually, with everything. I felt the need to dress as nice or better than she did. I had to feel somewhat her equal, even if it was just pertaining to what I was wearing.

We had talked again a couple days earlier and confirmed the lunch date. We decided on a somewhat quiet restaurant between both of our placed of employment, since she would also be heading to work after lunch. I had been a little amazed that she had still wanted to keep our appointment, but was glad she did.

The few days in-between the time we made our arrangements and the actual day had afforded me a limited opportunity to re-evaluate my own desire to carry out this endeavor. The more I thought about it, the more I was sure I wanted it to happen and the more that realization scared me. These feelings, sexual in nature, were very new and strange to me. Coupled with the task of trying to act on them, I was overwhelmed much of the time. And this was the day of reckoning.

The morning went by very quickly, as I had imagined it would. By the time lunch rolled around, I hadn't even had time to think about any of my anxiety. Suddenly, it hit me square in the face as I walked to my car. I had no idea what to say, how to act, what to feel, and I was going to have to make some very quick decisions during the short drive to the restaurant.

Several months later, I found myself making the same decisions. That first lunch had been awkward and the conversation strained. Neither of us knew what to say or do. We had, however, seen each other several times after that, and although I could still sense in her a quiet mistrust, her curiosity seemed to subdue the instinct and allow her to begin our friendship again. I would like to think that she simply genuinely like me and really wanted to be friends, but I'm more inclined to believe that she wanted to find out what my motives were and ultimately, to try to achieve a fantasy of her own; one that I was already fully aware of.

Regardless of why, we were spending more and more time together and I felt myself becoming closer to her. I could only hope she felt the same.

My feelings for her unnerved me. I had, nor have I since, ever felt the attraction I felt for her for another woman. Without exception, excluding her, I loved men. I never imagined myself being attracted to another woman, much less acting on those feelings. And now, I was imagining what it would be like. How she would feel, how she would sound, how she would taste, and if I could give her what she knew she wanted and what I was pretty sure I wanted.

I had imagined them together many times. What her face looked like when he touched her, and when she came. Part of me wanted him to be there to act as a "buffer? when this event took place, I could placate myself knowing there was also a man involved. But I also wanted to share this with her alone. I knew that's what he wanted. He felt she needed the reassurance that I wanted her and not him, at least at first. He surely intended to get involved at a later time, at least I hoped he did. I desperately wanted to be with both of them. But for now, I needed to concentrate on her.

We had planned a "girl's night out? for the coming weekend. We were going dancing and then she was going to spend the night at my place. I was uneasy. I thought this might be it, but I wasn't sure. We had been getting closer, but did she trust me enough to try to fulfill this fantasy now?

It was Friday night. I had cleaned my apartment and was getting dressed when she arrived. When I opened the door, she looked as nervous as I felt. If I could see her anxiety, she could certainly see mine. Both of us ignored it and struck up a conversation composed mainly of small talk about our day at work.

I was already dressed in a tight black mini-dress and black seamed stockings. I was just starting to put on my makeup. She had just come from work and was still in business attire. She started to change as we talked and I continued with my makeup. Every so often I would glance at her through the mirror. She was so beautiful. I could never compare myself to her. Her dark hair contrasted sharply with her fair skin and her lips were tinged with a red lipstick. She looked like a personification of "Snow White? to me. Delicate, soft, feminine; and yet, I knew that while she could be those things as well, something wild and decadent lay just below the surface. That part of her intrigued me and intimidated me at once. I knew I couldn't live up to her expectations or even match her in desire and sensuality. She embodied it. It radiated from her involuntarily. And it scared and saddened me to know I could never be her equal. If this was going to happen, however, I was committed to try to give her as much pleasure as I could. I only hoped she wouldn't be too disappointed.

She finished dressing and I saw she had chosen a dress similar to mine only in white. She sat down on the bed and watched me finish my makeup. I was applying my eye shadow and she asked what the color was. I handed it to her, telling her the color. She examined it and then began looking through some of the other colors I had. I have an extensive collection of cosmetics and pretty soon we were both sitting on the bed discussing makeup, trying different colors on each other and fixing each other's hair like a couple of schoolgirls.

Glancing at the clock, we noticed that it was pretty late and neither of us really wanted to go out anymore. The bars were always too noisy, too crowded and too full of men just looking to get laid. We decided we didn't want to deal with that and relaxed on the bed, talking. We talked about everything from men to chocolate; two of MY favorite subjects. She had become one of my closest friends in a very short time and that was both comforting and unnerving. I like being that close to her, but it all happened much more quickly than I had anticipated. I also didn't know how much she trusted and believed in my friendship. Understandably, she was probably still a little guarded when it came to me. I couldn't blame her for that, but I wanted desperately to make her understand how real my feelings were for her and how much I enjoyed having her as my friend.

I asked her if she wanted something to drink and she said she didn't. I suggested we take off our dresses since we weren't going out and put on something more comfortable. She agreed and we got up and started to undress. I pulled a red satin camisole and matching pair of tap pants out of my lingerie drawer. It was simple and covered everything but yet was still a little revealing. She had brought a black silky nightgown with her and she pulled it out of her bag as she stuffed her pantyhose into it.

As we undressed, we were both trying to at once look and not look at each other. >From the very beginning, we each had been intimidated by the other and I know I was always comparing myself to her and I had to assume she did the same.

We both slid out of our dresses at the same time and were each standing there, nude from the waist down. Neither of us wore underwear, I already knew that about her, but she seemed pleasantly surprised to find out that I didn't wear them either. As she slipped her nightgown over her head, I quickly pulled on the tap pants. I could feel the wetness between my legs as the air reached the insides of my thighs and the satin touched my pussy. I took off my bra equally as fast and started to slip the camisole over my head. I could feel her eyes on my breasts as the fabric obstructed my view of her face. I wondered if she was as wet and as anxious as I was.

To break the slightly awkward tension, I picked up my dress from the bed and walked into the bathroom to put it in the dirty clothes, even though it really didn't need to be washed. When I came back, she was sitting cross-legged on the bed with her gown pulled up around her thighs so that her legs were visible. I joined her on the bed. The tap pants were fairly loose and when I sat the same way she was sitting, you could easily see my crotch. To avoid this, I sat with my legs to one side of me.

We started talking again and ended up deciding to do our nails. I pulled out all of my nail polishes and all the things we would need and we set to work. She suggested we paint each other's nails instead of each of us doing our own. I said OK, I'd never had anyone else paint my nails before. She wanted to go first and do mine. We moved closer together so that she could see better and our legs were eventually touching. She took my hand in hers and chose a red polish. Her hands were soft and smooth and very gentle. After the first two nails were done, she suggested I put my hand on her thigh, just above the knee, so that she could steady it better. I knew why she really wanted me to. I did, and could feel that her skin was very warm and soft through the thin nylon of her gown. My long, red nails contrasted sharply with the black fabric of her gown and it looked very erotic. She must have thought so, too, because I could feel her breathing begin to become more rapid.

When she finished one hand, I removed it from her thigh and waved it gently to dry the polish, placing the opposite hand on her other thigh. Part of my hand was resting on the gown and the other part on her bare skin and she jumped slightly at the sensation. The tension and desire was quickly growing between us. We both knew something was going to happen, but neither of us knew when or how. We had gotten quieter and quieter until our conversation had nearly disappeared. Now, we were both pretending to concentrate on the manicure, but actually were focused on what was coming next. I thought I could follow her lead if she decided to do something, but I didn't believe I could bring myself to make the first move.

She finished the last nail and reached for the bottle of polish to put the brush away. As she did, I lifted my hand from her thigh and moved to wave it to dry the polish. As I lifted my hand, she moved slightly and my hand lightly brushed her breast. I felt her body jump at the touch and as I glanced quickly at her chest, I saw her nipples harden. It was truly an innocent touch, but it certainly ignited the fire that was smoldering between us.

She turned her head and her eyes met mine. "Sorry,? I half-whispered. "It's OK,? she said with a slight, sexy smile. "I've wanted you to touch me for a long time, although I'd hoped it would be more intense.? I looked at her, uneasy, buy happy that she was the one who had brought it up. She looked a little embarrassed, unsure of what to say but knowing that she had to finish what she had started.

"Oh,? I said, quietly.

"I don't really know how to say this, and I'll understand if you want me to leave, but, I want you,? she blurted out quickly.

I was scared and terribly excited at the same time. I lowered my eyes because I was scared to even look at her face.

"You don't have to say anything, I can tell I've offended you,? she said and started to get up.

"No,? I said. I reached for her wrist and pulled her toward me. "You didn't offend me,? I told her, softly, holding her hand gently in mine. "Everything's fine."

She smiled at me slowly, then tenderly bent her head toward mine and placed a soft kiss on my parted lips. I felt a warm, liquid blush rush through my entire body and settle hotly between my legs. I was shaking with excitement and so was she. I didn't know what to do next, but I didn't want to talk anymore. If we talked about it, we'd never do it. I moved my hand to her thigh and stroked it gently. She responded by pulling my mouth to hers and kissing me completely, her tongue slipping softly into my mouth, caressing it, exploring it. As her tongue probed my mouth, her hand ran down my arm to my breast. She squeezed it through the satin and tickled my nipple between her fingers, making it very hard. She repeated the action on my other breast and as she did, my own hand moved up her body to her breast. I touched her nipple and felt it's hardness. I gently caressed her breast, occasionally pinching her nipple.

We continued touching each other's tits and kissing for awhile, familiarizing ourselves with each other's touch. I was so nervous I didn't know what to do. I never thought I'd get to be in this situation, no matter how much I wanted to or planned for it. I thought of stopping, but couldn't bring myself to deny the passion running through my body; nor could I ignore the excitement she felt, her skin virtually glowed with it. No, this WOULD happen, it went beyond both of us now.

Her hand moved from my breast and my hand fell to her thigh once again, this time her inner thigh. She reached up and slowly slid the straps of my camisole off my shoulders, the red sating sliding down my body to my waist. My breasts were completely exposed and my bare nipples hardened instantly from excitement. She smiled warmly at me and bent her head to my chest. I stroked her thick hair as her warm tongue teased my erect nipples. Her teeth nipped my flesh playfully and her hands caressed my back as she held me close to her.

I closed my eyes and moaned softly, her hands gently easing me back down onto the bed. I was lying completely stretched out now and my body was writhing and shaking with anticipation. She continued to kiss my neck, shoulders and breasts, working her way slowly to my stomach. My hands slid the shoulders of her gown off and her breasts were exposed as well. I caressed them tenderly, wetting my fingers in my mouth and running them slowly over her nipples making her moan with pleasure. My long, red nails traced a sensual pattern over her breasts down to her waist and back again, slight afraid of moving lower, but desperately wanting to touch what was still hidden beneath the black nylon of her gown.

As if reading my mind, she said, breathlessly, "Touch me.? Eliminating any doubt as to where, she sat up, her legs behind her and her knees spread apart, and sensually lifted her gown up to her waist. My hand quivered involuntarily as my fingers reached toward her moist, warm flesh. I could see without a doubt how wet her pussy was; even the insides of her thighs glistened with her juices.

With just the tips of my nails, I gently moved my fingers from her tummy slowly down to her wet lips. She titled her head back and moaned softly as my hand slid completely between her legs, cupping her pussy. My fingers explored her wetness, moving between her lips and teasing her clit, but not entering her. With every touch, she moaned a little louder. I sat up and gently pushed her back onto the bed, resting her head on the pillow. She spread her legs and bent her knees slightly, wanting me to go further. I pulled her gown down over her hips and slid it off her body. She was now completely nude and I knew she wanted me to slide my fingers inside her waiting pussy. I pulled my own camisole off to get it out of my way, and she smiled as she watched my tits rise and fall with the motion of my arms. I smiled back and bent over her body to kiss her. Her mouth opened invitingly, her tongue delicately licking my lips before penetrating my wet mouth.

Her arms reached around my back and stroked it tenderly. Our breasts were touching and I could feel how hard her nipples were against my skin. Her body gave off an intense heat. I felt it rise from her skin and wash over me. My breathing began to increase as her hands ran over my back, down to my waist and slid under the loose fabric of my tap pants. Her fingers stroked my ass and squeezed my cheeks gently. I couldn't believe this was happening. Or maybe I simply couldn't believe I was enjoying it this much.

I sat back between her legs and ran my hands down her body, all the while looking deep into her eyes. My fingers trailed down her neck, over her tits, across her tummy, over her hips and rested on her thighs. Her back was arched slightly and I knew she wanted my fingers inside her. I traced my nails slowly over the insides of her thighs, tickling her tender flesh, and causing her back to arch more and her pelvis to push upward toward my hands. Slowly, delicately, I wet my first two fingers in my mouth and ran them over her already hard clit, down her lips and slipped them quickly inside her. She gasped with pleasure and her hips began to thrust toward me trying to get my fingers deeper inside her. Her hands were on her tits, squeezing the nipples and clutching them in passion. I watched her face and thought how extraordinarily beautiful she was. I suddenly had an overwhelming feeling that I wouldn't be able to please her and I started to tense.

She felt my apprehension and, opening her eyes, smiled at me sweetly. I smiled back and continued fucking her with my fingers. My fingers are not very big, so it must have been the sheer realization of what was happening that triggered her orgasm few seconds later as the finger of my other hand touched her clit. I felt her pussy contract around my fingers and almost pull them deeper inside her. She moaned and gasped deliciously as her pleasure subsided. When she had completed her orgasm, she reached for my hands, pulling me to her and kissing me hard. My hand was wet with her juice and I put two fingers into my mouth and tasted her for the first time. Her eyes shone with appreciation as I smiled at her, moving my tongue slowly over my fingers. She tasted sweet and warm and different from me. It was strange to have this new taste filling my mouth so completely, but I was enjoying it.

She put her hands on my shoulders and pushed me back as she sat up. Leaning me toward the other side of the bed, she guided me back against the pillow in the same position that she had been in. How, I was really excited. My mind raced and my heart pounded as she slowly pulled off my tap pants and completely exposed my body. She began exploring my body with her hands. She squeezed my tits and ran her hands slowly over my tummy and hips and down to my thighs, avoiding my dripping wet pussy. The, she bent forward and conducted the same expedition with her mouth. This time, she trailed her tongue from my tummy down to my clit and licked it quickly. I thought I would explode! My body rushed a hot desire through it and out between my legs. I could feel my wetness seeping out and running down the crack of my ass.

Smiling, she reached between my thighs and spread them wide open, exposing my shaved pussy. Her finger slipped easily inside my hot cunt and began fucking me slowly. "You're very tight,? she said, appreciatively and slid another finger inside me. Her hand pumped in and out of me faster and faster and she began stimulating my clit with her other hand. I was nearly screaming when I came and I felt my pussy tighten around her fingers, just as hers had, not wanting to let go. And she didn't stop there. "I want to eat you,? she said, quietly, almost as if she were waiting for me to say, "No.? I didn't.

Taking my silence as "Yes", she pushed my knees back toward my thighs and spread my glistening lips open. I gasped as her delicate tongue slowly began to lick my pussy. She ran it up to my clit, then back down between my lips to the opening of my pussy. Sliding it inside me, she fucked me with her tongue gently. I was going crazy! My back arched and my hips thrust involuntarily toward her face. Her tongue was so gentle, so small and delicate, it was like nothing I'd ever felt before; like a beautiful flower tickling my most hidden places. My body convulsed with each flick of her tongue and I ran my fingers through her hair as she ate me. Even though she had never been with woman before, she somehow knew exactly what to do to drive me crazy. Probably because she knew what drove her crazy. I knew, too, but had no idea how to actually perform those feats of ecstasy. I did know, however, that I wanted to try.

Between gasps, I managed to find my voice. "You shouldn't be doing all the work, you know,? I said, quietly. She raised her head and smiled at me, her mouth wet with my juice. Knowing full well what I meant, she moved her body around on top of me so that her pussy was just above my face and her own mouth went back to working on me. "Well, it's now or never,? I thought to myself. She was so wet and so ready to have me eat her, she could hardly stand it. Her hips were moving involuntarily, fucking the imaginary tongue on her pussy. I thought she deserved the real thing.

My hands ran up her thighs and squeezed her ass. She moaned and flicked her tongue more quickly across my engorged clit. I pulled her hips toward my face gently and reached my tongue toward her hot, wet pussy. The instant it touched her lips, she let out a moan so filled with lust I could hardly believe it. I tasted her timidly at first, not sure of what I was doing. My tongue ran lightly over her lips and the opening of her pussy, then up to her clit, tickling it gently. She responded by burying her face in my wet cunt. Her tongue was really driving me insane and I could hardly concentrate on what I was doing to her because of it. Her hips suddenly thrust back onto my face of their own volition, and I found my own face buried in her hot hole. I suddenly felt an overwhelming urge to completely suck her. I wrapped my hands around her hips and ran them over the milky white skin of her ass. As I squeezed her cheeks firmly, my tongue drove into her wet pussy. I fucked her with my tongue and my fingers moved beneath her to massage her clit.

We were both moaning and grinding our pussies onto each other's faces, trying desperately to come. I felt her fingers tickling my asshole softly. This would surely drive me over the edge! I moved my hips upward, trying to give her more room to finger my ass. She wet her finger with my pussy juice and gently lubed my ass. I put two fingers of my own hand into her pussy and started fucking her.

As I pumped her harder, she slipped her finger quickly into my ass and slowly fucked me as her tongue tickled my clit. We were both moaning and squealing, enjoying our pleasure and I could feel the intense orgasm building in my stomach and working its way down to my crotch. My tongue continued fucking her pussy and my hand stimulated her clit and I could feel her body start to tense as she began her own orgasm. She fucked my ass deeper and harder, adding a second finger started to suck my clit. My own tongue moved from her pussy and quickly flicked her asshole. That sent her over the edge! She cried out and I could feel my body convulse in a shattering orgasm as I came with her. It was overwhelming how strong my orgasm was and the intensity was doubled by the fact that we had come together.

We let our breathing return to normal before we even shifted positions. She settled herself beside me, her head on the other pillow, and I looked at her face. She looked drained, exhausted even, but never had I seen her look more content or more beautiful. She closed her eyes and smiles slowly. "I NEVER thought this would happen,? she said, softly, almost whispering.

"Me, neither,? I added quietly.

She reached for my neck and pulled my lips to hers tenderly. "Thank you,? she said as we parted. "This is a fantasy come true."

"For me, as well,? I said. "So, thank YOU."

"Maybe next time we can make it a threesome,? she suggested.

I was hoping she'd say that, but had really doubted she ever would. I smiled without saying a word.

We both closed our eyes and quickly drifted into a deep sleep, our hands entwined and our bodies wet with passion. I dreamed about what she had mentioned, making it a threesome, and I have a funny feeling she did the same.

The next day, we followed our own usual routines and she left after we had breakfast. I felt closer to her than I had ever felt to almost anyone. And I got the impression that she felt the same about me, at least for that moment. We hugged each other goodbye, and smiled knowingly as she started down the stairs. At the second landing, she stopped and said, seductively, "Keep your calendar open, we may be throwing a "party? soon.? I nodded, knowing exactly what she meant, and looking forward to the day when it would come true.

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