Her name was Lilly. We were the same age, and ever since we hit puberty, I’ve been fascinated with her body. I never told her, of course, at least not before that day. Lilly was gorgeous; she was arguably the best-looking girl in the high school, and she drove me crazy. She boasted perfectly shaped breasts; an incredible, light-brown tan; attractive brown eyes; silky, brown, shoulder-length hair; sparkly white teeth; a shapely butt; and a perfect model-like figure. I considered myself lucky to be friends with her.

I don’t mean to say that I wasn’t attractive. I considered myself a cute blond with a nice figure, who was proud of her medium-sized breasts. But Lilly fascinated me. Her skin was smooth and flawless. She sometimes made me jealous, and at other times, lustful. I had always though myself to be a heterosexual, but there was something about Lilly that made me squirm. And when I played with myself at night, I often thought of Lilly and imagined how beautiful her naked body would be.

My life-changing event started with a simple geometry project. Our teacher had assigned Lilly and me as partners, much to our delight, to complete a geometry project for the end of the school year. We completed most of the project face-to-face, but on one particular Saturday, I was visiting my grandmother along with my parents. Lilly and I decided to discuss our project via webcam. We often used a webcam, but only to talk or to gossip.

When visiting my grandmother, I always had a room to myself. My laptop had a built-in webcam with which I discussed our project with Lilly. The discussion was normal; after about an hour Lilly was called by her mom for dinner. Lilly told me she would be back, and we could finish our conversation later, so Lilly turned off her monitor. We both left our webcams on because we both assumed we were returning to our computers. For clarification, Lilly’s desktop computer was turned off. She couldn’t see what was on the screen, but she left the webcam on to save the time and hassle of having to re-establish the connection.

Twenty minutes later, however, Lilly sent me a text saying that she was going to the store with her mom and that we could finish discussing the project in the morning. I agreed, but I didn’t close the web-chat just yet because I assumed she would return and we would talk.

The audio was still on from Lilly’s webcam, so I was able to hear her return. She turned the lights on in her room and put her bag on her bed. I expected her to come to the computer to speak to me. However, she sat on the bed for a few minutes looking at her phone. I almost texted her to tell her that I was still on the computer, but I waited. Lilly’s webcam was pointed directly at her office chair, but since the chair was turned to its side, I had a clear view of her bed.

Suddenly, Lilly removed her t-shirt. My heart stopped; I was in awe. She must’ve forgotten I was there. She didn’t remember the webcam was on. I didn’t know what to do. The ‘friend’ part of me wanted to close the computer and leave her alone. But the ‘horny teenager’ part of me wanted to stay. I’d never seen this much of Lilly, or of any woman, and she was gorgeous. Her belly was flat. Her pink-laced bra supported her c-cup breasts. Then she removed her bra, and my jaw dropped slightly. I began feeling a tingling feeling between my legs, and a wet spot was growing in my panties. My eyes bugged out like two ping-pong balls. Her nipples were light brown, perfectly round, and incredibly cute. Her never-before-seen breasts were the most fascinating thing I had ever seen.

Lilly sat on her bed. She was in no hurry. She was interested in herself. Lilly plucked, played, and caressed her nipples and her breasts. She felt them like someone in the grocery store squeezes melons to determine ripeness. After five minutes of her boob play, my panties were soaked, and my pajama shorts were starting to get wet. I pulled my shorts forward, and my panties had a baseball-size wet spot in front of my pussy. I couldn’t take much more of this, but Lilly was only getting started.

Still sitting on the bed, Lilly leant backward and pulled her jeans off. She wore no panties. There she sat, entirely nude, totally oblivious to me watching her over eighty miles away. Lilly grabbed a small, handheld mirror from her nightstand; she spread her legs and examined her pussy. It was a perfect pussy, clean shaven and well-kept. Lilly, for what seemed like an eternity, gazed at her pussy through the reflection in the mirror.

My mind was spinning out of control. My heart could hardly take it. My panties were soaked. I had never been this wet before. I had never had this much sexual excitement in my life. I quickly stood up and locked my door. I sat back in my chair, pulled down my pants and slowly began stroking my pussy.

Moments later, Lilly stood up and walked out of the view of the camera. When she returned to the camera’s view, she held a pink rabbit vibrator. I was amazed. Having been to her house countless times I had never seen such vibrator. I’d also never used one before. She turned it on; it almost seemed like it was too much for her to handle. She lay on her back, her head on a pillow, her knees in the air, and her right inserting the vibrator into her pussy. Whereas my face was exasperated and fatigued from the overwhelming excitement, her face was calm and stern. I matched my stroking with hers; when Lilly sped up, I sped up. I was so wet I was worried that my parents or grandparents would hear my sloshing sounds, but I didn’t really care, though. I was desperate to cum. Lilly sped up, and I could begin hearing her breathe deeply. Her hips started to move slowly. Her other hand moved and grabbed her breasts. I did the same. I inserted my left hand under my shirt and played with my nipples.

Lilly’s face was changing. Her eyes closed, her mouth hung slightly open. Her hand movements became faster; she pushed and pulled the dildo in and out of her pussy. I rubbed myself faster, and I could feel myself about to cum. I felt the wave of pleasure getting stronger and stronger. As my right hand kept furiously rubbing, my left hand squeezed my right breast, my toes tingled and curled, my mouth opened wide, I took one huge, deep breath, and then lost control. My body began shaking uncontrollably. I let out a soft, but intense moan, and I made a small puddle on the chair. I sat for a moment shocked at what just happened. I looked down at the mess I had made, but when I looked back up, Lilly was cumming. Her toes curled, her hips sank into the bed, her mouth opened wide, her eyes closed as hard as they could, her pussy made sexy squishing noises, and she let a soft, my-parents-are-in-the-next-room moan. Her legs shook, and her hand grabbed the blanket. She shook for about fifteen seconds before she regained control of herself. She turned the vibrator off and then lay exhausted on the bed and fell asleep.

I quickly turned off the live feed, cleaned myself up, and went to dinner with my parents. I was unsure of what I had just done. Part of me was mortified, but the other was elated.

I said nothing about it. As far as I knew, Lilly had no idea I watched her. I was concerned, though. Lilly would have had to have seen that her webcam was still on when she returned to the computer. It would have shown that I disconnected, but she would never know how long I stuck around. It was going to be my secret, and it was certainly my masturbation fodder for the next two weeks.

We hung out at school as normal, but it wasn’t until two weeks later that we were alone. I went to Lilly’s house to spend the night. We’d had regular sleep-overs, and this one was fairly normal from the beginning. But I wanted to see that dildo. I wanted to hold it. I had to wait until I was alone in her bedroom.

Lilly suggested that we go swimming in her pool since it was a nice day. I didn’t bring my bathing suit, but Lilly offered to let me borrow some of her dry clothes, and that I could swim in my clothes. She had neighbors, so swimming clothed was a necessity.

I changed in Lilly’s room after we swam. I was finally in the bedroom alone, and I was anxious to have a look at the dildo I saw her use on the webcam. I opened drawer after drawer looking for it and finally found it in her bottom drawer under all her clothes. I grabbed it, picked it up, and examined it closely. It looked expensive. I turned it on, and it was very noisy. Just holding the tool in my hand made me shiver.

I quickly put it back in the drawer, but after a moment took it back out. I had to try it. Just once. Just for a minute. I’d never used one before, and I had to how a real vibrator felt. Still nude, I sat on the edge of her bed, turned the rabbit onto a low buzz, and inserted it into my growingly wet pussy. It felt fantastic. I thought I was going to cum in less than one minute. I turned the intensity up and started moving it in and out of my pussy, which, at this point, was very wet. The pleasure was intense and was growing stronger, but when I turned my head to the right, Lilly was standing in the doorway.

I screamed, threw the rabbit on the floor and tried to cover myself. “Sorry,” I exclaimed. Lilly stood there with an intrigued look on her face. She walked toward me, picked up the rabbit, tuned it off and sat next to me on the bed. I expected her to close the door and leave, but she didn’t.

“No, I’m sorry. I should have knocked. I though you were finished,” Lilly replied.

For a reason that I cannot explain, neither of us did anything but look in each other’s eyes. We didn’t move; we didn’t speak. We stared at each other for what seemed like an eternity. What happened next was beyond my control; my mind and its actions were driven by teenage hormones.

Breaking the awkward silence, Lilly leant toward me and put her soft lips against mine. My mind raced, panicked and confused: “she kissed me! She’s kissing me! What do I do?” But I let it happen. I didn’t pull back or refuse. We kissed, and our tongues danced. I’d never felt such a sensation before. She was warm; her lips were inviting. We fell backward onto the bed and lay beside each other, continuing to kiss. Her left arm wrapped around my back, and her right hand reached for my breasts. I wrapped my hands around her head.

She briefly pulled away and stripped herself of her clothing, but resumed kissing me immediately. I rubbed her breasts, and she rubbed mine. After what seemed like hours of our lips together, we separated. We just stared into each other’s eyes. My emotions were torn. I was scared and nervous, but also thrilled and excited. My pussy was wetter than it had ever been before.

Lilly’s body was better-looking in person. Her breasts were perfect, and her pussy was smooth and exotic. She asked me to move my head to the pillow. I did, and after having lain on my back, Lilly crawled to the bottom of the bed and played with my senses. She kissed my lips once again with tenderness, thence my neck, thence my shoulders, thence my breasts, thence my stomach, and thence my thighs. She rubbed her soft hands over my breasts, whose nipples stood erect. She moved downward, tickling my stomach. She rubbed my inner thighs and ran her fingers all the way down my slick legs and up again. She was driving me crazy. I couldn’t stand it any longer.

She grabbed my legs and spread them wide open. She moved one, and only one, of her fingers just above my saturated, shaven pussy. She rubbed the area around my pussy, and when she touched it, that’s when the unfathomable sensation of pleasure erupted throughout my body. She began wiggling one finger in and around my pussy. The sloshing noises that only one finger made were incredible. Then, to my eyes, her head disappeared. I felt a new gratification on my pussy that I had never felt before — a tongue. It felt great; every part of my body was tingling. She licked me like a cat licks its fur: up and down, up and down. She’d only just begun, and my body could hardly stand the pleasure. I began to move uncontrollably. I tried my best not to squish her head between my knees.

My heart raced as fast as a Corvette. My breaths were short and quick, but deep. Lilly began moving her tongue in and out of my pussy, and that felt even better. My knees began to quiver. I clinched my eyes as tightly as possible. I was breathing like I was about to win a marathon. My hands grabbed the sheets and nearly ripped them from the bed. The pleasure was building in me. I began quietly moaning, every second becoming slightly louder. Suddenly, I no longer had control.

“I’m gonna cum,” I whispered.

After hearing that, Lilly sped up. My toes curled, my legs shook violently, and I let out a loud squeal. I was cumming. From my head to my toes, my entire body felt amazing, and it shook without restraint. From my pussy, a clear liquid shot forward directly onto Lilly’s face, and a thick, white liquid oozed downward toward the bed sheets. I lay for several minutes, without saying a word, enjoying that wonderful feeling after an orgasm, and trying to comprehend exactly what just happened. Lilly didn’t say anything either. She gently rubbed my thighs.

I regained my breath and sat upward. I looked toward Lilly, whose face was wet with my cum. She smiled, and I smiled back. I looked at my pussy. There was a small stream of gooey cream flowing. I touched it. It was sticky and slimy. The bed looked like someone had spilled a cup of water. Without much time wasted, we quickly changed positions, and I returned the favor. I didn’t give Lilly the suspense of rubbing her entire body. I went straight in; I immediately started licking away.

It felt weird. It was smooth on my tongue and very wet. Her juices mixed with my spit. I slid my tongue in and out of her dripping pussy just as she had done to me. It tasted salty, but somehow sweet, and it was very warm. I could already tell that Lilly was getting close to an orgasm. With every stroke of my tongue, her juices multiplied. Eventually, I felt like I was sticking my tongue to the end of a water spout. She was quickly approaching an orgasm; I could feel her getting closer. Without much warning, she moved her hips violently. I could hardly keep my mouth on her pussy because she was squirming so much. She wrapped her hands around my head to hold me in place. She moaned and squeaked and, just like me, squirted quite a bit onto my face. After Lilly finished cumming, I wiped my face on the sheet. I moved beside her; we lay side by side. Our pussies exhausted and relieved.

Neither of us said a word for the better of ten minutes. The bed had wet spots, the room smelled of sex, and we were dirty and sticky. After having regained our heart rates, breaths, and minds, we spoke.

“That was fun,” Lilly exclaimed.

“Yeah,” I replied.

“I don’t know what came over me, but I just started doing stuff…stuff I’ve never done before,” Lilly admitted.

“Me too,” I replied. “There is one thing, though, Lilly: you’ll have to show me how to use that dildo.”

Lilly smiled. Lilly laughed.

That event changed my life, and certainly my perspective on life. From there, Lilly and I became even closer. We had many more ‘fun’ occasions. I don’t regret any bit of it. Nothing at all.