It had been about a month since that wonderful night. The images burned in to my brain of my sister’s best friend Janelle sucking me and fucking me and the feeling of me cumming inside of her. I had used those memories to shoot many loads of cum since.

Janelle had been over a few times since then also. Each time she tried her best to avoid me or at least not make eye contact. The biggest difference was she putting me down. Actually, she didn’t say much when I was around. My sister Diana also took a notice that Janelle was acting different also. I overheard them talking about how Janelle had broken up with Chris shortly after that night, and that was why she was acting the way she was. I think I knew the real story.

A couple weeks later I came home and found Janelle and my sister hanging out in the living room. My mom was just finishing up getting ready to head to work for the evening. She gave me a quick peck on the cheek as she headed to the door. She quickly confirmed that Jim was coming over later and let us all know she would be home around 10:30 as normal. I could see Janelle doing her best to avoid looking at me and I decided to just retire to my room for a while.

When I got to my room I decided to play around on my computer a little. Then I started to wonder if it was going to be strange for Janelle to be hanging out downstairs when my sister and Jim making out. That, of course led me to think that maybe Janelle would get drunk again. Images of her naked form standing in the darkness of the basement flashed through my brain again and I felt a familiar twitch. I was just thinking about releasing some energy when my thoughts were broken by the sound of the doorbell.
I knew it would be Jim and who knows: maybe he brought something to drink again. I decided to check out the situation by making the excuse I need something out of the kitchen.

As I walked through the living room on my way, I saw the three of them descending in to the basement, beer and a bottle in Jim’s hands. I guess I have the house to myself for the evening I thought. I retrieved a soda from the fridge and flopped down on the couch remote in hand. I flipped through the channels until I found a Sci-Fi program that looked interesting.

I sat there watching TV for about an hour when a part of me really wanting to sneak down and see what they were up to in the basement. Maybe it was just more from habit than anything else.
I had just decided to go down and peek when I heard someone come upstairs. I figured someone was heading to the bathroom and heard the door close to confirm that assessment. I figured I would just have to wait a little longer before heading down to fulfill my curiosity.

I went back to my program and waited. I heard the toilet flush and the water run in the sink. I heard the door open and waited to hear the normal thumps on the staircase. Though strangely enough I didn’t hear anything. Then I caught movement out of the corner of my eye. I turned my head to see Janelle standing just inside the living room staring at me with her arms crossed tightly across her midsection. She had a troubled look on her face as she stood there staring.

I decided I would break the awkward silence with an obvious question.
“Shouldn’t you be downstairs?” I asked.
Janelle seemed to shift uneasy, looking back toward the hallway and back to the floor, then back at me. It was apparent she was uncomfortable with the whole situation.
I just looked back at her and raised my eyebrows, as if to say, “What do you want?”
Janelle looked back at the floor and softly said, “They’re busy making out.”
She stood there arms crossed almost fidgeting in place. It was obvious she didn’t want to be downstairs as a third wheel and really didn’t want to be up here with me. I guess I was the better of two evils. I actually started to feel sorry for her.
“Stay here if you want,” I replied and went back to watching my show.
I could see her out of the corner of my eye move over and sat down in the chair at the side of the couch. She sat down on the edge of the chair, knees together, arms still around her waist and head looking down at the floor.

It wasn’t long before I heard her say, “It was really you, wasn’t it.”
I turned my head and looked over at her. Her eyes came up from the floor and looked at me then back at the floor.

She continued, “In the basement that night. It was you, wasn’t it?”
I must say I was a little surprised that she even talking to me, let alone asking about that night.
I kept looking over at her. Our eyes met again. “Yeah,” I replied. I wasn’t sure how she was going to take it.
Janelle took a minute to process my answer then replied, “Did you tell everyone?”
“No.” I shot back
She just sat there for another minute then asked, “Why?”
“Huh? Why what?” I asked.
Janelle looked back up at me. “Why did you… I mean why didn’t you stop me?” She asked.
Before I could answer she continued, “I mean you knew it was me and what I was going to do.”
I could see the questions running across her face.
That feeling of sorrow started to rise in me again. I didn’t really think about her during all of this. I only thought about how good the revenge felt, as well as the sex.
“I dunno,” I stared. “I thought about it at first and even started to say something. Then you started stroking me.”
I could see her face redden as shame washed over her face.
“I guess I figured I would get a little payback for how you’ve treated me.” I continued. “I guess I also thought, since you were drunk enough to not realize it was me, you were also drunk enough to not remember what you did.”
Janelle sat there for another minute looking at the floor.
“Not that drunk,” she whispered.
“Excuse me?” I responded.
“I wasn’t that drunk.” she said. “I knew something was different, but I figured that because of the alcohol.”
She was silent for a short time. Then she continued, “I remember everything.”
“Oh crap.” I said to myself. I wasn’t sure how she was taking all of this. She was pretty flat. She just sat there for a little bit looking between me and the floor.
Janelle looked back up at me with a hurt quizzical look on her face. “Revenge?” she questioned. “You did that just to get back at me for how I treated you?”
My mind was pretty scrambled. I hadn’t really thought I would ever be having this conversation. My mouth just started talking.
“Well at first,” I said.
That seemed to confuse her more than it did me. “At first?”
“I mean, when you started.” I stammered. “I thought I would just get even for you being a bitch to me.”
I could see a little anger flash across her face when the words came out. But my mouth didn’t seem to have an off switch and I am not sure if really was connected to my brain either.
“And then…” I trailed off.
Janelle looked up at me. “And then, what?” she asked.
My mouth continued on, “Then you came. And I, well, err, umm…”
Her expression changed to surprise.
“I mean, I guess.” I continued. I wasn’t sure what was really coming out of my mouth.
“You guessed what?” she pressed.
“I guess after you came I just wanted to see if I could do it again.” I spouted.
“Do it again?” she asked. That what the fuck look was back on her face again.
“Yeah, you know, make you cum again.” My mouth was on a roll. “I mean you climbed on top of me and it felt so good, I just wanted to see if I could do it again. I mean, I figured you’d realize it wasn’t Chris and freak out in the middle of it or something. Then you didn’t and, well, you know.”
I watched as a smile came across her face for the first time. She almost seemed to relax a little.
“Guess I should have realized it when it wasn’t over in two minutes.” She chuckled.
Then Janelle got up from the chair and started to walk back to the basement. I watched as she turned her head back and gave me a smile before turning the corner and descending the stairs.
My head was spinning pretty well. I wasn’t really sure what had just happened.
Mom came home about 20 minutes later. She did her normal rounds and directed Jim to the couch for the night.
After everyone got ready for bed, Jim crashed quickly on the couch, Janelle helped my sister to her room and my mom was off to her own room to sleep. I decided I would try to get some rest, even though my mind was still trying to process my conversation from earlier.

I had been in bed for about an hour with just a thin sheet on as my mind slowly started ease up and I felt my eyelids getting heavier. Then I heard my doorknob turn.
Slowly my door opened and a figure entered. I could see clearly it was Janelle in the dim light of my room. She walked in wearing a long T-shirt that she normally wore to sleep in when she stayed over. “You awake?” she asked softly.

“Yeah.’ I replied.

Janelle slowly walked over and sat down on my bed.
She sat there for what seemed like a few minutes before saying anything.

“Did you really mean what you said?” she asked.

“What do you mean,” I asked back?
“You know. About it not being just about getting even.” she continued.
“Sure,” I replied. I wasn’t really sure where she was going with all of this.
“Cool.” she started. “I do remember it was pretty good.”
Now I felt a bit of pride swelling within me. Until Janelle put her hand along my chest.
I felt her nails running along my chest, followed by another swelling slightly lower.
She continued to run her hands along my chest for a few minutes before she spoke again.
“Have you ever thought of doing it again?” she posed.
My mind was on overdrive. Should I just confess to the many nights of masturbation that ensued because of it? Maybe I should just stick with a safer answer.
“Well, umm, sure. I mean I’ve uh, thought about all of it.” I stammered. I really was trying to create coherent sentences.
Then I felt her hand slide down from my chest to my crotch and give my growing member a squeeze through the covers.
“Would you do it again if you had the chance?” she asked.
How could I say anything but yes? Maybe I was just dreaming? Maybe this was some kind of setup? I didn’t know what game Janelle might be playing but I figured it couldn’t hurt to play along.
“Sure!” I said, maybe a little too enthusiastically.
“Diana must never know! Promise?” she said.
“Never know what?” I thought. After all, I had no intention of telling my sister that I took advantage of her friend while she was drunk.
“Promise!” she stated again.
“Sure, promise” I replied.
With that she gave my engorged member another squeeze and removed her hand and stood up.
I figured she was on her way out and just wanted to make sure nobody ever found out about the incident.
Except she didn’t leave. I watched as she stood up and removed her shirt. I took a deep breath as I took in her beautiful body. I could see her much better in my room than the basement. She was magnificent! Her breasts looked even more firm and round than I remembered. Her stomach tight and toned. I could see her fast and her eyes staring at me. I must say I was truly speechless!
Then she silently hooked her thumbs in to her panties and lowered them to the floor. As she stood I could now clearly see the little triangle of hair pointing to heaven.
Janelle stepped out of her panties and moved over the bed. I laid there dumbfounded as she pulled the covers down and climbed in to bed nest to me.

I froze for a minute with this beautiful, naked girl next to me. Was she serious?
I finally decided to throw caution to the wind and leaned in to her.
Our lips met and I raised my arm to embrace her. Janelle slide closer to me and I could feel her breasts against my chest. I could feel her nipples hard against my skin and her leg wrapping around my leg. My cock must have grown another inch as it strained against my boxers.

Her lips parted and our tongues met. The feeling was almost electric.
I enjoyed the taste of her kiss as I let my hand slide along the smooth skin of her back and along her toned ass.
I could feel her hand running through my hair then she ran her nails along my back and down to my boxers.
I could feel her softly tugging at them and I moved my hips to allow her to pull them down.

As she pulled my boxers down, she broke off our kiss and slowly kissed her way down over my chest. As her hands managed to remove my boxers, her lips were kissing very close to my growing erection. Her nails then slid back up my legs as her tongue took a nice long lick up my shaft. I let out a gasp of pleasure at the felling. I looked down to see her looking back at me, and then she turned her head down and took me in to her mouth. I let out another groan of pleasure as her warmth engulfed me. My hands instinctively moved to her head and I guided her up and down my shaft.

It was pure heaven as I lay there in the dim light feeling Janelle sucking me and hearing her soft moans of enjoyment. I was so engrossed in the feeling that I started to feel a little build up happening. As much as I loved cumming in Janelle’s mouth before, but I knew I didn’t want to cum in her mouth yet.

I decided I needed to calm down a little and wanted to taste her sweet slit again.
I pulled her head up and she responded, though she seemed a little reluctant to remove me from her mouth. Still she kissed her way back up to my lips and I positioned myself to roll her over.

With Janelle on her back, I knew it was my turn to explore. I broke off our kiss and moved myself down. Her hands guided me over her breasts that extended up like an invitation. I kissed my way down and over her hard nipples, pausing to lick and suck each one. Every lick brought another moan of delight from Janelle’s lips. But I was on a mission.

I continued kissing and licking my way down over her taught stomach and I could see if heaving with each breath. I then found the patch of pubic hair that pointed its way to heaven. I softly kissed my way down until I was face to face with her glistening slit. The aroma of passion filled my nose. I reached out with my tongue and let it part her opening. The taste of her juices embraced my tongue. Her hands clinched my hair, pulling me closer in to her. I continued to lick and suck on her beautiful pussy. My ears were filled with her muffled moans. I slowly slipped my finger inside of her and drew it along inside top of her pussy. I seemed to have found a magic spot along the way as my finger slid inside her body causing her to twitch and spasm. I heard a guttural groan expel from her lips.
I felt her body spasm four more times and her hands pulled at my head.

I took her lead as she pulled me up. I paused only momentarily to kiss here and there until our lips were once again connected. I could feel her breasts against my chest. I also felt the head of my cock resting against her fuzzy. I knew what I needed to do next. I moved my hips back and down, feeling my head slip along her slit until I felt the place where it needed to be. Our lips parted and our tongued embraced. As our kiss increased I pushed my hips forward. We both let out a groan as I entered her.
My body shuddered as each inch of me slid in to Janelle’s hot wet slit.
I didn’t stop until I was fully buried deep inside of her.
As I started to pull out and thrust back in, Janelle’s fingers moved up and dug in to my back. Her hips rocked to meet my thrusts and her moans echoed in my ears.

I could hear her whispering with the moans, “Yes, God yes!”

I was nearing my own orgasm again as I felt her fingers digging harder into my back. Her hips became more determined in their movements, her breathing deeper, harder. I knew I wasn’t going to hold back this time. A few more thrusts and I felt the fluids boil inside my balls. My body started to tingle throughout as I my fluids began rush from their origin. I felt Janelle’s body tremble under me and her arms gripping me tighter. Her spasms only added to my building orgasm. My body shuddered as a torrent of cum sprayed from my cock deep inside of her. My body twitched again and again, releasing more of my juices with each spasm.

Finally I collapsed on top her, trying hard to catch my breath. Janelle lay under me, her body convulsed a few more times as her fingers massaged along my back. Reluctantly I rolled off of her, pulling myself from its perfect home.

Janelle rolled over putting her head on my shoulder and ran her fingers along my chest. She draped her leg over mine and I could feel a cool liquid run down from her pussy over my leg.

“Well, I have to say you sure do know how to fuck,” she whispered in my ear.

I had a grin from ear to ear after hearing that. I looked over at the clock and saw it was just after 1am. I put my arm around Janelle and must have drifted off for a little bit.

The next thing I knew I felt a hand on my cock and Janelle starting to move.
I looked over at the clock and it said it was 3:30am. Janelle’s hand slowly stroked my cock as it grew back to life.
Then she positioned herself between my legs and took me back in her mouth.
I let out another soft moan as she started to suck me again.
Her talented mouth was doing wonders. Janelle sucked for all it was worth, stroking, playing with my balls. I was once again in heaven! It seemed like she sucked for forever before I felt another growing pressure of pleasure building. My hands guiding her head up and down, deep within her throat and back out again.

Then, as my hands clinched her hair and my body convulsed again, I released another salvo of liquid in her waiting mouth. Just as before, Janelle continued to suck and stroke every last ounce of juice from within me before releasing me from her lips. I laid there in ecstasy as she raided back up and kissed my lips softly.

“Get some sleep now”, she cooed. “We’ll talk again soon.”

With that, she got out of bed, picked up her shirt and panties and left my room. I fell asleep with the biggest grin on my face and woke around 8am still grinning. I got out of bed pulled on my boxers and shorts and headed to the kitchen for something to drink. Along the way, I passed Janelle and my sister on the couch watching TV.

Janelle looked over at me and said, “Hey dirt bag, why don’t you put on a shirt or something?”

I shot a glance back at her and she slightly lifted her head and gave me a quick wink and a grin. Then quickly went back to her usual smirk.

Yup, I can take the little comments she throws out at me now. Especially since I know she’ll be eating those words and more the next time she cums to visit.

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