I was already gushing wet in my panties from my excitement just from thinking about what was going to happen that wanted to run, but knew that would draw unwanted attention. Instead I simply tried to pretend I was calm and walked slowly down the large half empty hallway as all the other kids were ignoring me as they got happily about their business now that school was over and they had the weekend ahead. The jocks and cheerleaders were packing books into their lockers to get ready for after school practice, while the geeks and nerds were taking them out to go home and study for the upcoming midterms. I however bypassed my locker entirely as nothing could distract me from my goal.

The note simply said, “2×2=3B”. It would mean nothing if anyone else saw it or maybe they would think it was just a math problem. That was why we had used code, since if anyone found us out it would be the end of the world for us both. Neither of our families that would never understand and with college just around the corner we needed to pretend everything was normal for just a little while longer to make sure we both got in the same school together as we had planned.

It was a little after three o’clock at the door to the school basement and my nerves were ragged. I looked around nervously, but no one was nearby and the few people down the hall weren’t even looking at me. My heart was racing as I quietly did as the note instructed, knock twice, pause, then knock twice more. Instantly I heard it unlock and Simone peeked through the sliver of doorway she opened. “Nicole?” I heard her cautiously ask.

Standing there in the open I was terrified so hissed, “Of course! Hurry and let me in!”

In a frantic flutter I pushed open the forbidden door enough to snake in before she hastily shut and resealed it with the lock behind me. “How did you even get in here?” I demanded as I looked around. The basement entrance was really nothing more than a janitors closet and some stairs down. Mostly there was just rolls of toiletry paper, soaps, and some other cleaning materials.

She held up a piece of Scotch tape that was dirty as if it had been stuck to something beforehand. “Asked the janitor for some paper towels and taped the lock while his back was turned,” she bragged like she was a criminal mastermind. “Come on, let me show you what I found.” Then she grabbed my hand and lead me quickly down the dimly lit solid concrete stairs that made little noise even with us running.

“But what if the janitor comes in?” I asked worried about being discovered even more as well a adding the crime of trespassing.

“He hardly ever comes further than the door from what I could tell,” Simone assured me. “All that is down here is just storage, see?”

Looking around I could see she was right. Mostly it was a lot of things that were just spare or replacement items for school equipment. Some old obsolete movable blackboards, several brand new empty trash cans, a dozen or so desk-chairs for students, but then to one side was the prize she wanted to show me. A giant stack of inch thick exercise mats for gym class that she had pulled of three or four to make an improvised bed bigger than either of ours at home. “Ta-da!” she said proudly waving to them.

“Nice!” I congratulated her as I went over to flop down on one. Simone, ever the showoff though dropped down, kicked off her shoes, and did a forward roll to join me. They were hard and firm, but definitely softer than the ground or a cement floor. My knees still ached remembering the time in the bathroom. But just thinking about that again returned my thoughts to the reason we were even here and I my heart beat fast in my chest for a different reason than fear.

“So?” Simone said laying down on her side, one arm propped up to hold up her cute red head. “Did I do well enough to get rewarded?”

I smirked and blushed. I knew what she wanted, and I wanted it too, but just giving it to her wasn’t as much fun as making her work for it. “I suppose,” I said facetiously as if I hadn’t quite decided yet. I bent my head down to hers, my long brown hair draping down one side of my face to tickle her cheek as we kissed.

As her bright pink lips melted in with mine I again found myself still disbelieve that I’d fallen in love a girl, much less one that was so silly and strange as this one. But maybe it was because of that we had ended up here? If she hadn’t accepted that dare to kiss me at that party on Halloween I’d probably still be unhappily chasing after some idiotic jock. All the guys hooted when she’d kissed me, and we both played it off as just a joke, but she had felt it at that instant too. That one simple, silly joke of kiss had changed us forever.

That next week she had come to my house to apologize for surprising it on me and wanted to assure me that she was straight and not onto girls. Of course I said the same thing, utterly convinced it was the truth, but somehow felt funny just having to say that. We’d known each other for years, and while not the more than acquaintances at the time I found myself wanting to spend more and more time with her. Simone seemed to enjoy that as well and by Thanksgiving we were inseparable; the best of friends and I couldn’t imagine my life without her.

Then there was our next kiss, our first real serious kiss. I was at her house for a study date and I just couldn’t help myself. Our heads were so close together pouring over her math book and then she looked at me with those deep emerald green eyes she has. Our first kiss had been quick and playful and I didn’t even know it was coming, but this one was slow and deliberate, passionate. If she hadn’t started kissing me back, or worse had freaked out, I would have been devastated with embarrassment. Instead she accepted me by opening her mouth and letting our tongues dance across each others for several blissfully perfect minutes that stretched on forever, much as was happening right now. I could feel her desire for more and I had that same desire and now had the freedom to fully express it for the first time in my life thanks to her.

I moved and we rolled back onto the hard mattress as I started to explore her body with my hands. When I first met Simone in high school I’d been jealous at how she had gotten her modest breasts before me, but only a year later I realized what a curse they actually were. While I had only mosquito bites at fourteen, my body decided that since it was late to the game to make up for it in volume. At fifteen I was already a C-cup, but kept growing to eventually top out around a D-cup last year.

That had gotten me the attention of the boys that I always thought I had wanted. It was actually horrible. I’d become a cow that boys wanted just for my sweater meat and if that wasn’t demeaning enough my back ached all the time getting used to the change in chest weight. The worst though was the leering and gossiping from the girls who had once been my friends, making me feel like a slut even though I was still a virgin. They say the worst thing is getting what you wish for, and big tits sure fell into that category. In fact the only time I liked them was at times like this when Simone reached up to touch them gently.

Her breasts were only a B-cup at best, but that made them just right to fit in my hands and still stay upright with little discomfort for her. As I pushed up her shirt to touch her bra she already had both hands squeezing each of mine. That felt so good I pulled away from our kiss to moan. For having been together in a romantic way for almost two months we really were both still woefully inexperienced sexually.

That was not for want of trying, but a lack of privacy. We had kissed and touched over clothes when alone with each other in our rooms, but Simone had one older brother and two younger ones, while I just had a younger sister. We could never be sure we wouldn’t be interrupted at either house, so had some dates out on the town, but again still had to pretend we were just friends. Last week when we went to a nice dinner at a good restaurant was the most erotic thing we’d ever done. Quietly in the public restroom I went into a stall with her and made out until I went down on my knees to get my first view and lick of her pussy. Simone was to scared of someone coming in to cum and stopped me before I got very far, but kissed me afterwards like it was the best gift I ever gave her.

Thinking about that I decided that it was her turn to return the favor. We had both rubbed our tits and clits a few other times, but always with clothes on and ready to cover up at a moment’s notice. I longed for more. I needed it.

I pulled up my own shirt quickly, forcing Simone to momentarily remove her hands as I discarded the garment. Before she could go back to work on them again though I reached behind my back as I said, “I want you to suck on my tits.” Then I popped the snap and shrugged my heavy jugs out into the cool basement air to harden my nipples.

“My pleasure,” Simone responded softly. She rolled back over and leaned her head back towards me, but lower and sucked up one of my teats. I moaned again feeling her hot mouth suckle at me with her tongue rolling against my hard swollen tip. That felt so good I could imagine having kids if only to feel this good all the time. When she stopped I was truly disappointed, but just for a moment as she switched over to my other breast to make it feel just as wonderful. I ran my hand through her short cropped hair and wondered how such pleasure could be a sin. Maybe a guy could do this to me, but they would never be as gentle and loving as Simone.

Then she stopped again and nestled her face between my breasts and shook her head playfully as she blew and vibrated her lips against my fleshy cavern. “Bu-bu-bu-bu-bupt!” It tickled and I gave a small gasp as I pulled away from her. Simone laughed as she informed me, “That’s called ‘motor-boating’!”

“Next time warn me first,” I gasped trying to stop laughing. Simone was crazy, beautiful, and just plain amazing. I could never love anyone as much as I did her at this moment.

“You wanna try it?” Simone teased as she removed her own shirt and pulled her tight sports bra over her head.

I’d only licked her breasts twice before and for only a short time, so was eager to do so again. I answered her by just tackling her to the mat and duplicating her motor-boat imitation on my breasts. It didn’t work as well on her smaller apple sized breasts. “Bbbbuuuupppptttt!” But still we laughed together. It felt so right to just be loved and play with each other’s bodies with no threat of anyone finding us. I think this must be true happiness. But now I wanted to make Simone mine forever.

I kissed her all over, the dark bumpy tips of her breasts, their soft undersides, her boney ribs underneath, then her smooth tanned belly. She could tell where I was going and spread her legs open for me as I got closer. My hands caressed her hard knees and pushed up her creamy thighs to flip her short skirt up out of the way. I’d never really worn skirts much in the winter before this year, but if you wanted to give access to your lover to touch you for just a few moments in the bathroom, or behind the gym, and then go back out in public as if nothing had ever happened then a skirt was the way to go. We both almost exclusivity wore them every day now because we just couldn’t keep our hands to ourselves.

It was Simone’s turn to moan as I gently kissed the exposed flesh on her inner thigh right next to her pink cotton panties, then kissed the material themselves to feel her hot wet mound. The heat and smell of her moistening underneath wet my own pair as well as my appetite. She squealed happily and flipped her short skirt over my head and it was just like our dinner date again, only better. She had teased how she wasn’t wearing panties then, but she was wearing a longer skirt than usual. I had dared her to prove it and that led to our rushed encounter in the cramped stall of a public restroom. I still can’t believe we did that, but it was incredibly sexy and spurred me on now.

This time however I went slow and took my time, gently rolling the waistband of her undergarment down her hips to remove the cute barrier protecting her sex from my direct oral assault. Once it was down to her crotch though I continued to only tease my lover though as I kissed down her legs, pulling of the small tangled garment as I went. Simone giggled as I got all the way to her ankles socks as the panties were finally tossed aside. Then I stood and decided to do something I’d been fantasizing about for a while now.

I pulled off my shoes and reached under my own skirt and tore down my own white panties and symbolically flung them behind me. Simone twisted and rubbed her knees together erotically eager for me. “This time” I started as I walked around the mat and unzipped my skirt, letting it fall to the floor like a stripper, “we will do it together.” Now I was naked save for my socks as I crawled back onto the mat by her head and kissed her upside-down.

That was weird, but fun. Afterwards I climbed lower I was pleasantly aroused that she began suckling at my tits again as I nibbled at hers. I had intended to keep going, but this felt to good so I lingered here for a time, each of us feasting on the other’s boobs until my lust overcame my enjoyment and I almost jumped down the rest of her body as I straddled her head and slid my face over her smooth naked sex.

I wondered if her shaved pussy tasted better than my natural tangled curls and was worried that Simone would find mine nasty because of it. She said she liked the feel of running her fingers through my hair down there and cautioned me against shaving as she had. She did it last summer for her bikini and now kept it shaved because it itched growing back in. Once her steamy tongue touched my twat though I ceased caring about anything else and went to work savoring her own sweet honey pot.

This was the first time she’d licked me down there and I was in heaven. I tried to go easy and take my time to make love to her, but the sensations of her kissing my delicate folds and lapping at my button were entirely to mind-blowing not to enthusiastically return the favor as passionately as possible. I felt her tongue open me up to probe inside while her chin pressed against my mound right into my ovaries. No amount of concentration was enough however when a long thin finger pressed inside me and curled up as she also sucked on my clit. Never had anything felt that amazing and my world collapsed into a dazzle of light and color.

I couldn’t imagine a joy as great as this before and brain stopped working at all. I stifled a scream into Simone’s sticky wet folds as my own womb clamped down on her invading finger and went into blissful seizures. My only regret was that I was unable to give her the same amount of pleasure.

Simone withdrew her finger as I slowly regained my senses. Pulling my head up I tried to refocus my eyes and that’s then I saw him. Hidden far behind one of the chalkboards, squatting down to peek under it, my panties in his old wrinkled hand, held up to his ancient bulbous nose. Of course it still took my post-orgasmic mind several seconds to reboot to actually understand that it was the janitor. Once I had though I screamed.

After that was utter confusion as I was flailing to cover myself with only my hands since all my clothes were out of reach while Simone bolted up underneath me and joined in to make a chorus of screeches. The balding grey haired guy old enough to be my grandfather, still wearing his grey work jumpsuit walked forward and directed, “Now just calm down girls.”

“Get out of here you pervert!” Simone shouted at him, but I knew that was a futile order.

“Now you listen here missy,” he said angrily letting his slightly southern accent out, “Youse the ones who ain’t s’pos’ to be here.”

I was terrified and hurriedly offered, “Just give us a minute to dress and we’ll leave.” That might have worked if Simone had not upset him first.

“Now I’m not going anywhere,” he began incredulously. “If you think I’m gonna jus’ leave youse alone in here…”

“Actually,” Simone interrupted him with a quick glance at me. She dropped her hands wasn’t covering up her chest anymore and shot me a wicked look like she had a plan. “Why don’t you stay and enjoy the show?” Then she slowly started to stand.

That scared me more than anything else. I shot out to grab her wrist and tugged her back close to me. “What are you doing?” I hissed under my breath at her. There was no way I could keep going with a guy here watching us!

She just smiled and indicated towards him with her eyes and whispered back, “Look at his crotch.” I couldn’t look at anything but her as she pulled away from me and stood up. She was still wearing her skirt so it flipped down and concealed her own nude pussy, but now she unabashedly traipsed over to him, almost skipping which made her small topless breasts jiggle enticingly.

It was only then I realized that the old man hadn’t spoken since Simone changed her tone and made her offer. As she approached him he seemed just as scared as I was now, but I finally noticed what she was talking about. Jutting out from his waist, tenting the front of his weathered grey uniform was what must have been his penis. I knew the biology of it, but had still never seen one in real life before, and since I’d fallen in love with Simone I never wanted to now.

Honestly just the idea of having one stuck up inside me scared me ever since I was little and another girl first explained fucking to me when she found her dog doing it. Simone however had said she’d thought about it, but I thought she had meant in the past tense since we had become lovers. “I can tell you liked watching us,” she teased putting him on the defensive. He then realized his manhood was showing and he covered himself with a hand, but Simone was on full offensive. “So maybe we can come to some kind of an arrangement?”

“What kind of ‘rangement?” he asked skeptical of her flirtiness.

“We need a place where we can have some fun without anyone else finding out,” she said giving me a wink as she closed the distance between them. “And you, being a kindly old man that had just such a place, will let us use it whenever we want, and keep it a secret so you can watch over us and our… extracurricular activities.” I was silently freaking out, still curled up naked on the mat with my back against the giant stack of them. There was no way in Hell I was going to do lewd things in front of this old grizzled perverted geezer!

“Deal!” he said quickly though and my bubbling complaints that were struggling to find my voice froze in my belly.

“Just a few ground rules,” Simone said now boldly at arm’s reach from him. “No touching us at all and you have to give us a key to the basement.”

He rubbed his bristly grey stubbled chin and countered, “No key, but I’ll open it for youse once a week af’er school.”

Simone similarly quickly agreed as he had, “Deal!” and stuck out her open palm. I felt dead inside as his huge callous fingered wrapped around and shook her dainty hand, but still couldn’t find any courage to object. Simone however had a bright smile like a beacon as she trustingly turned her back on the old man and hopped back on the mat before me. “Isn’t this great?”

I was aghast. The crusty old janitor turned a short wastebasket over and sat his ass down as Simone tried to kiss me. Once she was that close I finally found my voice, though still didn’t get gout more than a whisper. “How could you do that? I can’t…”

Simone though just forced her lips to mine to silence me. They tasted different now, but then I remembered how she’d eaten me out just a few minutes ago. It seemed like a another lifetime ago and I tried to stop her as it grossed me out just for a moment, but also turned me on remembering her own similar taste that was still on my lips. I wanted to scream and argue about the stranger who must still be leering at us, but her insistent tongue found its way inside my mouth again and I was distracted by how good it felt.

When she finally pulled back to look at me she whispered excitedly, “Don’t you see how great this is? Now we have a place where we can be alone!”

I couldn’t help but look over her shoulder at the old man who already had unzipped his jumpsuit and was obscenely rubbing my panties over his dick. “Alone?” I grimaced.

“Oh, he seems harmless enough,” Simone dismissed him offhandedly. “Guys like to peep. My older brother Steve wanted to see my pussy when I was twelve so I made him show me his. And I actually caught Reggie jerking off with my panties last year.” She laughed as she recalled it, “I threatened to tell Mom and Dad and he did my chores for a week and I now let him do my laundry! Win-win!”

Simone was far too nice and trusting, and also not the sharpest when it came to things like this. And while she wasn’t worried, but I still was. I grew up with just my Mom and little sister and knew there were plenty of jerks and wannabe rapists out there. I hardly remember Dad since my parents divorced, but I remember how big and mean he was and how much he’s scared me when I was little. Simone however had not only her father, but three brothers, so while she had more experience with males, she had probably a lot more protection from the evil ones than most. That was probably why she acted so tomboyish and also maybe even why I became attracted to her in the first place. I tried to think that maybe she knew what she was talking about, but for as bold as I had been before I was as timid as a mouse with that man watching us. Then Simone began caressing my legs and I knew she’d already gotten over having an audience, or worse was probably turned on by it.

“Now where were we?” she teased with her words as she moved in to do the same to my body with her lips and fingers. Her head moved to the side so her lips could kiss at my collarbone while her fingertips ran through the curled forest of my sex. Oh how I loved when she did that.

She dipped her fingers into my still squishy twat and I was almost able to forget about the lecherous dirty old man watching us. I closed my eyes and just gave myself over to my love. I reached out and hugged her to me and we kissed again, just as passionately as before. Then she slid her hand free of my cooch again and knelt up and feed me her tits while she sensually sucked her fingers clean of me.

After feasting on her firm breasts and spongy erect nipples some more she whispered, “I want you to lick me again, like you did in the bathroom.” Then she stood and turned around, standing on the mat, leaning back against the pile wearing only her short skirt and socks. From my sitting position I could still peek up at her hairless pussy and I wanted nothing more than to please her.

Still there was the man. With Simone no longer distracting me I saw him again. I couldn’t see his penis directly since he was covered by my panties and his hand, but I could hear the repeated fapping sound as he rubbed himself watching us. He didn’t look like a threat just sitting there and Simone was right that this was probably the only way we could stay together now. So I just steeled myself and quickly turned around so I wouldn’t have to look at him and pushed my face up my lovers skirt and into kissed her wonderfully tangy cunt.

Unlike when we were in the restaurant bathroom Simone moaned out loudly, gasping “Oh yea Nicole, lick that clit!” It was strange for her to be so vocal, but then again we always had to be deathly silent before now. She placed her hands on the back of my head to uselessly pull me in closer and sighed, “Fuck that feels so God damn good. Push a finger up inside me.”

Penetration was the one thing that had always bothered me before, but she had made me cum in just a few moments last time she had done it to me. I gently prodded my hand up to my wet chin pushed past the outer folds of her womanhood and felt her slick entrance open up as I pushed in just a little bit. “Deeper,” was all Simone moaned at my progress.

My tongue had pushed inside her for a moment before, but I had never felt the inside of a vagina before and I was worried about hurting her with my nails. I pushed in more and found I could easily slide my whole finger inside and probably gone even deeper. Then I remembered how it felt when her finger had curled up inside of me and how it had made me explode so I poked around some and tried to do the same. Being careful not to scratch her I still moved cautiously, but she seemed to be enjoying it all the same until my finger pushed into a rough spot against the back of her pelvic bone.

“Oh fuck! Right there! Don’t stop!” she gasped out and tightened up. I got so excited that I was finally getting her off that I completely lost myself in pleasuring her. My lips closed around her clitoris which had grown hard and sucked on it and pushed my nose against the outside of her mound where my finger had pushed up inside her. “God! I’m cuming!” she squeaked as her throat tightened up along with seemingly every other muscle in her body and she spasmed so hard I felt like she was using my face as a seat to keep from falling over. Hot sticky juice flooded out of her and ran down my arm.

I lapped at her leaking geyser and was very pleased with myself for making her orgasm that hard. The few other orgasms we had shared were just from rubbing on the outside, but this was obviously a whole order of magnitude more pleasurable for her just as it had been for me. The only thing that ruined the moment was when the old guy grunted behind me and Simone giggled quietly to me as she slowly regained control of her body, “Which one of us do you think he’s imagining fucking?”

I removed my head from her soaking wet crotch, sweet girl-cum and spittle breaking in long chains as I pulled away to turn back to glance at our voyeur. He was breathing hard and only gently squeezing his groin now. My white panties had a growing distinctive dark spot as his discharge wet the other side of the cloth, then he opened his eyes and I could feel his lusty gaze boring into my soul.

Instinctively I recoiled in disgust thinking about his nasty sperm staining my intimate garment, but I vowed that was as close as he would get to my womb. Never would I wear them again no matter if they were bleached clean out of the fear that any might somehow survive to get inside of me, impregnating me with his vile spawn. Simone however found it humorous. “Guess he was thinking about you, and who wouldn’t with those giant tatas!” She then jumped into a hug behind me and squeezed my tits playfully and kissed my cheek.

I couldn’t stop looking at the wheezing old bastard as I finally got so see his shriveling cock for the first time. Well it was my first time seeing any manhood really. He wiped it clean on the rag that had once been my panties then he after he stood up and met my stern glaring hatred. “Sorry,” he apologized meekly then tossed dropped it on top of the wastebasket that he’d been sitting and turned to leave. “See ya’ll next week,” he said half over his shoulder and then was silently gone up the stairs.

Simone was just pleased as punch with the whole thing and started yammering as were got dressed. She still thought this was a giant lucky break for us and exclaimed about hot and sexy I’d been eating her out and thinking about what to do next week. I think she could tell that I was still upset about it so she belittled that old guy, laughing about making him cream just from watching us.

Then she admitted something that bothered me even more. “I kinda liked him watching,” Simone confessed. “Okay, not kinda, but a lot!”

“Then next time you get to have your panties ruined!” I growled pointing at the sticky oozing garment on the surface of the can. I stood there looking down at them, his gooey mess being absorbed by them and wondered if I should just leave them or throw them away.

I meant it as a negative, but that just seemed to excite Simone. “I know just the pair I’ll wear!” I wanted to be mad at her, but then she pulled me into another enthusiastic kiss and I couldn’t. She took my arm and said, “Come on, let me walk you home lover.” Happily she held my hand and we did walk the quarter mile to my house, hand in hand, smiling and I allowed her blissful ignorance to infect me, letting myself believe that maybe she was right. Inside I knew this would lead to disaster, but for the moment I was just too happy and in love to care.

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Author’s notes:

I’m a lone amateur author with no editors or reviewers, so I apologize for any typos you may find (which I’m sure you will.) But I try to review them several times, and I think overall they come out fairly well. If you spot one feel free to let me know and I’ll fix it promptly and try and make it worth it for you with a free book if someone else hasn’t already pointed it out.

PLEASE, if you liked this story, rate and review it. I hope to one day make this a real business, maybe even make it my full time profession.

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