Amelia and I had been best friends since we were very young. Her family moved in across the street from ours when we were about three years old. My mom called up her mom one day to set up a play date, and we have been inseparable ever since. Neither of us ever thought that it was strange that our best friend was a member of the opposite sex. During sleepovers, our parents would tuck us in together on a fold-out sofa and read us bedtime stories. At the beach, our parents would throw us in the bathtub together after being out in the sand to make us quicker to wash up. That’s just how things were.

Even when we started middle school and everything started to become about discovering our sexuality for all our peers, it never was between us. Amelia joined the band and played clarinet, I joined the baseball team and played first base. Guy, girl. Band, baseball. Our differences never phased us and we were always the best of friends.

I always thought that Amelia was pretty, but I never thought of her in a sexual way. She was cute in middle school. Her brown hair was straight and long, reaching halfway down her back. Her eyes were big and green, always twinkling. Her nose was small and round, and didn’t call attention to itself. And her body was skinny and angular, making me think that when God designed her he must have only had a ruler handy to help him draw. She had a couple boyfriends over the years, and always talked to me about her crushes. It never bothered me. I did the same with her when I was interested in a girl.

High school came around and nothing changed between us. Still best friends. But around the middle of freshman year, I started to notice a change in Amelia. She started to grow up. She cut her long hair, which made her look young, in favor of a shorter haircut that fell around her shoulders. She could wear it up or down with equal ease. Her body started to fill out as well, her legs becoming longer, her hips widening, and her chest developing. I noticed these things, but didn’t really let it change the way I felt about her. Sure, I admitted to myself that my best friend was totally hot, but I had never thought of her as anything other than my best friend, and that’s the way it would stay. I was protective of her, and always a little wary when a boy would ask her out, but that was only because I wanted to make sure that nobody hurt her.

Thankfully the first guy that she really had a serious relationship with was alright in my book. His name was Justin. He was on the football team, was a good student, and most importantly, was a decent guy and treated Amelia right. They started dating towards the end of freshman year. I was never so sure how Justin felt about me. Maybe he thought it was strange that Amelia’s best friend was a guy. He and I were never super close friends, but he seemed to tolerate me fine and didn’t seem jealous of how close I was with Amelia.

Around the beginning of sophomore year, I started dating a girl named Megan. Megan was a cheerleader, was very pretty, and also really smart. We had Spanish class together that year, which is how we met. I really enjoyed spending time with her, and she was a lot of fun, but I sensed that Megan wasn’t completely understanding of my friendship with Amelia. Don’t get me wrong, Megan never said or did anything wrong towards Amelia, but when you are dating someone, it’s hard not to notice things like when they seem not to care for your best friend.

Things went along like that for about a year. Amelia dating Justin. Me dating Megan. And Amelia and me still best friends through it all. Everything seemed like it was going pretty well until one day in the middle of junior year…

“I just can’t believe you wouldn’t stand up for me!” Megan yelled at me one day after school.

“Megan, you’re being a little ridiculous. You really didn’t need to bring your huge gym bag to chemistry,” I replied, equally upset by this point. “Plus, it was totally a mistake. She didn’t mean to trip!”

Megan and I were in chem together that year, and for some reason Megan insisted on bringing her very large gym bag to class with her on game days. Maybe it was so that everyone at school would recognize her as a cheerleader. She seemed to view it as a huge status symbol for some reason. Today in chem class, another girl had tripped on Megan’s bag since it was too big to fit under her desk and wound up spilling a beaker full of some noxious liquid all over the bag. Even though the chemical did no harm other than smelling bad, Megan had completely lost it and had started yelling at the girl for being so clumsy as to spill all over her special cheerleader bag.

Thankfully our teacher, Mr. McHenry, had stepped in swiftly and had come down hard on Megan. He told Megan that it was obviously an accident and that she needed to calm down or else he would send her up to the office to have the assistant principal deal with it. Throughout the whole thing, I just sat quietly at my desk, not wanting to get involved. To be honest, I was actually a little embarrassed that my girlfriend was making such a huge scene in the middle of class. As many nice qualities as Megan had, she was a little volatile and prone to outbursts if she didn’t get her way. I had started noticing it a few months into our relationship, and had found ways to work around it, but my patience was really starting to wear thin on the issue after a little more than a year of being with Megan.

“How are you still not on my side, Clark?” Megan yelled at me as we walked out of school at the end of the day and towards the student parking lot. “I’m your GIRLFRIEND. You’re supposed to be on MY side when stuff like this happens!”

“Look, Megan, there was no way I could get involved,” I tried to placate her. “McHenry would have totally chewed me out if I had spoken up in the middle of someone else’s business, and plus by the time the class was over your bag was mostly dry and it hardly smelled…”

“Clark, shut up! It’s not important what actually happened. The important thing is that some girl spilled some shit that smelled really bad all over my bag and then just acted like it was no big deal,” Megan continued to lecture me in an elevated voice as we approached my car in the parking lot. “It doesn’t matter if it dried and didn’t smell bad anymore. When bad stuff happens, you are supposed to be on my side, get it?!”

I sighed, visibly annoyed with the entire situation. “I understand what you’re saying, but I really think you’re overreacting in this particular situation,” I tried to explain as reasonably as I could.

“Oh my God. You just don’t get it, do you?” Megan screamed, dropping her gym bag on the asphalt behind my car. “You know what? I don’t care that your parents are out of town and you wanted to go to your house and fuck for a couple hours before the football game. You’re being an asshole and I’m not dealing with you. Go home and jack off for all I care. And don’t bother coming to the game tonight. If I look up and see you in the stands, I’m going to be so pissed at you.” Megan struggled for something else to yell at me, but seemed to be lost for words. She grabbed her bag from the ground and marched off in the opposite direction, leaving me standing in the parking lot, holding my keys, and watching her as she stalked away in a huff.

When she rounded a corner and it became apparent that she wasn’t coming back, I unlocked the car and slammed the door behind me as I got in. Megan and I had fought before, but never over something as trivial as this. I couldn’t imagine why she was getting so worked up over nothing. But still, we had fought before and gotten over it, so I was sure that if I just gave her twenty four hours to cool down, we would be fine the next day.

Still pissed off about the whole situation, I cranked the car, jammed it into gear, and tore out of the parking lot at a speed that probably wasn’t safe. But I didn’t care. I just wanted to get some of my anger out in any way I could at the moment.

Thank goodness she told me not to show up to the football game. I usually went to all the home games and sat in the stands. It was nice to support the team, and I knew it meant a lot to Megan to have her boyfriend there to see her cheer. But tonight, I knew that being there at the game would probably just make me angry. Sometimes when Megan was mad at me she would flirt with other guys in front of me just because she knew it would get a rise out of me. I hated to imagine what sorts of flirting would happen between she and the football players at the game tonight if I showed up in the stands. I didn’t think that Megan would actually ever cheat on me, but still, she was a very attractive girl, and she had figured out how to use her good looks as a weapon to make me jealous when we were in a fight.

Thankfully I wouldn’t have to deal with it tonight. The moment I pulled up at my house, I put the whole thing out of my mind and hopped in the shower to wash away the stress of the day. After my shower, I sat down on the sofa and zoned out while surfing channels on the TV.

I had completely lost track of time when all of a sudden I felt my cell phone vibrating in my pocket. I looked at the caller ID. It was Amelia. “Hey Mel, what’s up?” I called out to my best friend in a cheery voice as I put the phone to my ear.

“Clark,” Amelia sobbed into the phone. “I need to see you. Can I…can I come over?” Amelia sounded completely distraught, and I was immediately worried.

“Amelia, are you ok?” I asked, concern showing in my voice. “Of course you can come over, but tell me what’s wrong.”

“I can’t…not on the phone,” Amelia cried. “I’m coming over. See you in a few.” And with that, she clicked off.

I paced the living room anxiously. I couldn’t imagine what might be the matter, but it definitely sounded serious. I was very worried and couldn’t wait for Amelia to get there so I could find out what the heck was going on.

The ten minutes it took her to get to my house seemed to drag by. I thought about calling her back and asking where she was, but I figured in case she was driving that it would be unsafe, especially with how upset she seemed to be at the moment.

Finally I heard the slam of a car door out in the driveway and I opened the front door to meet her. Amelia ran into my arms and grabbed me as if her life depended on it. I held her close and felt her sobbing uncontrollably into my shoulder. I gently stroked her back and whispered into her ear that whatever was the matter, it would all be ok.

We managed to make our way inside and shut the front door. We walked into the living room together and I sat Amelia down on the sofa and went to the kitchen to get her a glass of water. I came back with the water to find her a little calmer. She was still crying, but her deep sobs had transitioned into meek sniffles and it seemed like she was about ready to tell me what was going on.

“Oh my God, Clark,” Amelia heaved as she gratefully accepted the glass of water I offered her. “I have no idea how to say this. It’s the worst thing that could have happened,” she said, struggling to control her voice.

“Mel, it’s ok. Don’t worry, just let me know what’s going on with you,” I said, trying to provide as much support as I could to my best friend.

Amelia choked down some of the water and then continued, “it’s not just me. This is about you too…”

Her ominous and confusing inclusion of me into the situation didn’t make sense. I struggled to understand how anything could possibly involve me as well, until Amelia finally found her voice and continued. “I walked in on Justin and Megan having sex in the weight room in the gym a few minutes ago,” she managed to choke out before relapsing into a fit of uncontrollable sobbing.

As soon as the words left her lips my mind started to race. Justin and Megan? Her boyfriend? My girlfriend? Having sex with each other? There was no way! I couldn’t believe it. Justin was crazy about Amelia. I thought he would never, ever hurt her. And what about Megan? The thought of my girlfriend cheating on me was more than I could bear. I stood up from the sofa and threw the TV remote across the room where it cracked against a wall.

“What the hell?!” I screamed. “Are you sure?” I knew that there was probably no way that Amelia was mistaken about what she had seen, but I was so shocked that my mind was racing trying to find any conceivable way in which what Amelia had just told me could be a mistake. “Are you absolutely positive?” I reiterated as I paced back and forth in front of the TV.

Amelia calmed down enough to talk again. “Clark, I know you’re angry, but try to calm down. Yes, I’m absolutely sure. I was going to the gym to surprise Justin before the football game tonight. He usually hangs out at the gym before the games and exercises a little bit before the team gets on the bus, and I just wanted to see him before the game. I didn’t see him in the main part, so I checked in the weight room. The door was locked, but I guess it’s broken because when I jiggled it, it opened, and then when I walked into the room I saw…I saw them…on the floor…you know…”

She trailed off, and was overcome with another wave of sobs. Her tears were starting to give out by now, and her body heaved up and down, but no tears came out. I was angry. I was hurt. I couldn’t believe that Megan would do something like this to me. Even more, I couldn’t believe that Justin would do something like this to Amelia. But right now, the only thing that mattered was that my best friend was hurting, and I wanted to help in any way I could.

I sat back down on the sofa next to Amelia and put my arm around her shoulders. She leaned back and curled her body in close to mine. I felt her shoulders shake up and down as she continued to cry, and I gently stroked her arm, trying to comfort her in whatever way I could. I didn’t dare say anything, because I knew that whatever I said in that moment would be so contorted by my anger that it would only serve to make things worse.

Amelia and I sat on the sofa for an hour, just being close to each other and letting ourselves slowly get over the anger and hurt that we were both feeling. After a long while, I finally felt Amelia’s breathing come back to normal and her body relax a little bit.

“You know, Megan and I had a big fight today,” I finally said, when I felt like my emotions were in check enough to speak again. “Maybe she was trying to get back at me,” I wondered out loud as I let out a deep sigh, trying to release the bad feelings within me.

Amelia sniffled one more time and then answered, “Megan has never liked me. I’ve known it ever since you guys started getting serious. I wonder if she was trying to hurt me too?”

“I don’t know,” I said softly, “but this whole situation is completely shitty.” I turned my head and looked at the clock on the wall of the living room. It was seven o’clock. The game was starting now. I tried to block the image of Megan in her short cheer skirt out of my head. Thinking about her only hurt me. I couldn’t believe what she had done.

“Clark,” Amelia said softly, “I don’t want to be alone tonight…I’m so upset.”

“You can stay here tonight, Mel,” I said, gently squeezing her arm. “My parents are gone for the weekend, so you can stay in the guest room. But first maybe we should try to eat something,” I continued, knowing that after such an intense emotional afternoon the two of us were probably weak from hunger even though we might not feel like eating.

I took her hand and pulled her up off the sofa. “Come on, let’s go see what we can make for dinner,” I said as we walked into the kitchen.

Amelia and I started rooting around in the fridge and various cabinets, trying to see if we could find something easy to make for dinner. As I looked at Amelia bent over in the pantry, examining something on the bottom shelf, I was overcome with a strange wave of sexual energy. Amelia was wearing a pair of short denim shorts, and her ass was sticking straight out into the air as she bent over the shelves. I had never really stopped to admire just what an amazing ass Amelia actually had, yet as soon as the thought entered into my head, I immediately tried to dismiss it. Dude, stop…she’s your best friend, I thought to myself. You’re just horny because you’re angry. Seriously, don’t ogle your best friend, I reminded myself as I cleared my throat.

“So…anything in there we can make?” I said, hoping that my voice sounded normal and not awkward at all. I still couldn’t believe that I had caught myself checking out my best friend’s ass.

“Well, there’s this boxed macaroni and cheese,” Amelia said, grabbing something off the bottom shelf and turning around to face me.

As Amelia turned around, my eyes darted down to her body. She was wearing a black tank top that clung tightly to her torso. Amelia had a nice toned stomach, and a very nice chest. Her breasts had developed well in the past couple years, and the top didn’t do much to hide her amazing curves. The tank top displayed a tasteful amount of cleavage. Not too much, but definitely enough to give the viewer a good idea of what was underneath. Amelia’s breasts were a very nice size. They looked about the size of small cantaloupes. Maybe a large C cup or small D, I estimated, but wasn’t sure. I felt a surge of adrenaline as I admired Amelia’s body, and then immediately another admonition from my conscience as I realized that this was my best friend I was salivating over, and that I needed to put these kinds of thoughts out of my head right away! I was sure that the only reason I was feeling these really strange things was because of the huge emotional stress I was under at the moment.

“Um…sure, let’s do that,” I said, finally realizing that she was holding a box of macaroni out to me. I reached out and took the box from her, awkwardly avoiding eye contact with her as I turned around and found a pot for the noodles.

Amelia helped with the cooking, and in the close quarters of the kitchen, we bumped into each other a couple times, laughing it off as best we could. Finally the meal was almost done. I reached for a large spoon to stir the cheese in with the noodles, and Amelia reached at the same time. Our hands landed on top of one another as we both reached for the utensil, and I looked up and saw Amelia blush as she withdrew her hand with a soft, “sorry” from her lips.

We served ourself some food and went back to sit on the sofa as we ate. Both Amelia and I were completely exhausted from the emotional evening we had been dealt, so conversation was sparse. We sat close to one another, our legs touching, and we ate in silence. I could tell Amelia was still brooding about the events of the afternoon. I hated to imagine how shocking it must have been for her to walk in and witness Megan and Justin in the middle of their act. I was upset enough just hearing about it. I could only imagine what Amelia felt.

I looked over at her as she slowly forced herself to eat. Her eyes stared off into the distance and her chest rose and fell heavily, her breathing labored. My eyes traveled lower, and admired the broad curves of her breasts rising and falling with each breath. Her cleavage was amazingly defined with deep shadows in the dim light of the living room as the sun started to sink behind the trees in the backyard. I felt a current of excitement run across my body, but again, admonished myself for staring at Amelia’s chest. This is how friendships get ruined, I reminded myself, hoping to quell any sort of wayward thoughts from this point on. Just get through tonight. Deal with the hurt, and things will be more normal in the morning.

Finally finished eating, Amelia leaned forward and placed her plate gently on the coffee table. She stretched her arms up above her head and let out a deep yawn. I was treated to an amazing view of her breasts as her back arched, and she pushed her chest out into the room. She lowered her arms, snaked one around one of my arms, and curled her legs up onto the sofa as she leaned her head against my shoulder.

As I turned my head to look down at her, I was treated to an amazing view right down the front of Amelia’s top. I tried to look away, but found myself absolutely mesmerized. “Sorry to have to bring the bad news with me today,” Amelia said softly. “I’ve been so upset about the whole thing, I haven’t even stopped to ask how you’re doing with it all,” she continued, gently turning her head to look up at me.

I managed to avert my gaze from Amelia’s breasts and stared at the wall above the blank television screen instead. I let out a deep sigh. “I’m not gonna lie. I’m very upset,” I intoned in a flat and exhausted voice. “I was expecting you to come over and tell me almost anything else except what you actually did.”

“I’m really sorry it happened,” Amelia whispered as she lowered her head and let her lips come in contact with the skin of my arm. I thought that she gave my arm a soft kiss as her lips brushed by, but it could have just been my overactive imagination. “Well, should we at least try to get some sleep?” Amelia asked me as she slowly extricated herself from around my arm and stood next to the sofa.

“Sure…might as well,” I sighed as I heaved myself up. I put my arm around her shoulders as we walked through the dark living room into the hallway. I clicked on the light switch in the hall and we both recoiled under the suddenly bright light cast by a bulb high up on the wall.

We passed by the guest bedroom on the right and Amelia stopped, her hand on the knob. “I didn’t bring anything to sleep in…do you think I could borrow a nightie from your mom or something? We’re about the same size,” she said as she turned the knob and stood halfway in the doorway to the bedroom.

“Sure, I’ll go find something for you,” I said and continued down the hallway to my parents’ bedroom. I searched through my mom’s dresser and found a simple, white cotton nightgown. The fabric was light and wispy in my hands, and I rubbed the smooth material through my fingers as I walked back down the hall towards Amelia.

I handed her the gown and Amelia threw it over her shoulder and into the bedroom. “Thanks,” she said. “I’m really glad I’m not going home tonight. I’m not sure I’d be able to deal with this by myself…”

Her thought trailed off as she absentmindedly took my hand. Our eyes locked, and for a moment I could swear that I saw a deep desire reflected in her big, green eyes. We continued to stand there, just holding hands and staring at each other for what felt like minutes, but was probably only a few seconds. Finally breaking out of the trance, Amelia quickly leaned forward, pecked me on the cheek, and whispered, “goodnight, Clark.”

Amelia shut herself into the guest room and I turned around to walk back to my room. My mind was racing. What was that look that we had shared with each other? Why was I all of a sudden responding so sexually to my best friend? Was she feeling the same way? What the hell is going on with this crazy day?

I shut the door to my room behind me and stripped off my pants and shirt. Wearing only my boxers, I crawled under the covers in my bed and reached over to the bedside table and clicked off the lamp. I was swallowed by the darkness of my room.

Minutes later, I was still very confused, a little horny, and completely unable to sleep. I glanced over at the clock: 10:39. I had been lying here for more than a half hour and felt no closer to falling asleep, no closer to figuring out what these insane feelings I was having for Amelia were, and no closer to being able to let go of my anger at all the events of the day.

My mind was jumping from question to question for the thousandth time that night when all of a sudden I heard a noise in the hallway and froze. I held my breath and listened intently. The soft fall of footsteps on the carpet in the hallway was coming closer. I heard them stop in front of my bedroom door, and then the gentle sound of the handle turning and the door swinging open.

The house was pitch black, but my eyes had adjusted enough to see the curvy silhouette that could only be Amelia enter my bedroom. The thin fabric of the white nightgown clung to her figure, and despite the darkness I could see that perhaps Amelia and my mom weren’t the same size after all. The gown looked very short on Amelia, coming up well above her knees. It also looked incredibly tight on her, especially around the bust. The white material hugged Amelia’s body like a second skin, outlining every delicious curve in perfect relief. As I stared, I realized that she must not be wearing a bra, since I could see the perfect impression of Amelia’s nipples poking out against the fabric.

“Clark?” Amelia called out softly into the room as she entered. “I can’t sleep…”

I continued to gaze at Amelia’s amazing body clad in the incredibly small nightgown as she walked further into my room. “Me either,” I confessed, hoping the whole time that she couldn’t see my eyes pouring over her body from top to bottom.

“I just feel horrible, and nothing makes sense right now,” she continued breathlessly as she approached my bedside. “Is it ok if I cuddle with you? I think I would sleep better if I weren’t alone,” she continued, placing a hand on the covers of the bed near my arm.

“Sure, of course you can,” I said as I scooted over as much as I could in my twin sized bed and threw the covers back for her.

“Thanks, Clark,” Amelia whispered as she crawled into bed beside me. “I know we haven’t done this since we were like five,” she laughed awkwardly as she pulled the covers up to her chin.

“Yeah…” I trailed off awkwardly as I felt our arms pressed against each other under the covers. The bed was a little small for two, and I could feel myself perilously close to falling off the other side.

“Can you scoot over any more?” Amelia asked.

“No, I’m about to fall off already,” I replied. “Sorry it’s not really made for two.”

“That’s ok,” Amelia replied and reached over to take my hand. “We’ll just have to cuddle closer then,” she said in a tone that I couldn’t quite distinguish between playful or matter-of-fact. With that, she rolled onto her side, and pulled my arm across to wrap around her. I found myself spooning up against Amelia’s back, my hand resting near her stomach, clasped inside hers.

Seeing Amelia walk into my room in the middle of the night wearing an incredibly tiny nightgown had done nothing to help my horniness subside, and now that we were spooning in my bed that was way too small for us I felt my dick start to swell inside my boxers. I desperately wanted to avoid Amelia feeling me get hard because the last thing I needed was to poke my best friend in the back with my dick and totally creep her out. I tried to pull my hips back a little bit to separate my groin from her butt, and succeeded in giving myself a little space so she couldn’t feel my arousal.

“Thanks…you’re amazing,” Amelia whispered as she stroked my hand with her thumb.

What in the hell is going on? I yelled at myself inside my own head. How in the world did you find yourself in this situation? This is so messed up. If anything goes wrong, your friendship could be over, I continued to berate myself inwardly. Just be cool.

I felt the thin fabric of Amelia’s nightgown under my fingers. The material was stretched tight against the firm skin of her stomach, and I felt her body move gently under my fingertips as she breathed in and out. It might have been my imagination, but I could swear that her breathing sounded a little faster than it normally would if someone were trying to sleep. What was Amelia feeling right now? Was she as confused as I was? Was she as horny as I was? Was she having strange feelings just like I was?

Involuntarily, I started to run my fingers gently back and forth over the fabric covering Amelia’s stomach. The cotton was smooth to my touch. I felt her breathing intensify ever so slightly as I slowly stroked her. Was it possible that she was enjoying this?

A small sigh escaped Amelia’s lips. It sounded content; I became more bold.

I slowly started to widen the diameter that my fingers traveled over Amelia’s stomach. I circled her belly button, straying a little lower and a little higher each time. Her breathing continued at the same slightly elevated pace, and I felt a thrill as she stretched her legs, letting her feet intertwine with mine under the covers.

After a couple minutes, my fingers strayed low enough that I felt the top edge of Amelia’s panties through the thin fabric of the nightie. I traced the line of her panties through the thin fabric and then moved my hand back up until I felt the material start to tighten as I approached the bottom of her ample chest. I didn’t dare to push past these two boundaries. I was so conflicted about what was going on already. I was becoming hornier by the minute, squeezed into this tiny bed with an amazingly attractive girl…oh, and she just happened to be my best friend. This was so confusing!

All of a sudden, despite the incessant chatter in my own head, I froze; Amelia’s body had shifted, and she gently rocked her hips backwards, letting her round butt come in contact with my now very erect penis. I felt my cock nestle into the cleft between her buttocks despite the layers of fabric separating us. Amelia’s breathing caught in her chest and the ensuing silence threatened to split the room in half.

Oh my God, I thought to myself. This is the end. She just felt how horny you are and she’s going to freak out. How the hell am I going to explain myself??

Amelia let go of my hand and shifted in the bed. She turned her body over so she was facing me. Our faces were only inches apart, and we stared at each other through the darkness. My heart was pounding. I thought for sure that Amelia could hear it about to explode out of my chest. She was going to yell, I just knew it.

I closed my eyes, expecting any second to feel her body pull away and for her to storm out of the room, hurt and angry that I would take advantage of her while she was still so upset.

The seconds ticked by, and yet I didn’t feel her pull away. I opened my eyes, afraid of the expression of disgust that might be on her face. But Amelia stared back at me, her eyes shining in the darkness. “Oh, Clark…” Amelia whispered, almost inaudibly as she leaned forward and gently kissed me on the lips.

The shock spread through me as the soft meeting of our lips excited every nerve in my body. I didn’t realize how tense I had become, waiting for Amelia to storm out of my room, until the stress evaporated and I leaned in to kiss her back.

I reached forward and pulled Amelia’s body into mine, wrapping my arm around her back. I spread my lips ever so slightly and started to explore Amelia’s mouth with my tongue. The fervor of our kissing intensified as she responded. Her hands snaked forward and found my hair, gently tousling it as we rolled over, Amelia straddling me in the bed.

I felt the fabric of the nightgown ride up as Amelia spread her legs on either side of me. Her hands grabbed large fist fulls of my hair as I encircled her body with my arms and pulled her down into my body. My hands raced across Amelia’s back, straying lower until I felt the nightgown end, the garment bunched up somewhere around her hips.

Feeling bold, I let my hands slide lower, and felt the sheer fabric of Amelia’s panties under my fingers. I gently started to squeeze and massage her firm, round ass through her panties, and was rewarded with a soft moan that escaped from her lips in between kisses.

My cock was rock hard by this point, and was straining against the confines of my boxers. Amelia started to gently rock her hips back and forth as she straddled me, pressing her groin into mine. The friction felt incredible, and soon a wet spot started to form in my boxers as precum leaked from my tip.

Amelia’s chest was pressed against mine. I felt her breasts, large and firm, straining against the tight fabric of her nightgown. I gripped the hem of the nightie in my hand and fingered the smooth material, feeling how thin and insubstantial it really was. After a few more encouraging moans from Amelia, I started to slowly tug the gown higher, completely uncovering her panties. I ran my hands up the sides of Amelia’s waist, pushing the nightgown higher and higher. The gown peeled off in one smooth motion until I reached her breasts.

The gown was incredibly tight around Amelia’s chest. I had to tug a little harder to finally succeed in pulling the nightie all the way over her breasts. As soon as it was off, I tossed the light cloth somewhere off to the side, not caring where it landed.

Now wearing nothing but her panties, Amelia crushed her chest into mine once more. The feeling of bare skin on skin was incredible. Amelia’s breasts were amazingly firm, especially given how large they were. The feeling of her perfect, round breasts sliding across my bare chest was unlike anything I had felt before.

Amelia continued to rock her hips back and forth, and I could feel the pace intensify as we both became more and more aroused. Finally unable to stand it anymore, I pushed Amelia up and extracted myself from underneath her. I flipped her over and pushed her down onto the bed.

As I knelt over her, I was finally able to gaze unabashedly at Amelia’s amazing body, spread before me in my bed. On her face was a look of the most intense passion I had ever seen. Her brow glistened with sweat, her large, green eyes looked hungrily at me, and her mouth was twisted into an expression of complete ecstasy. My eyes traveled lower, finally able to openly admire the firm curves of her amazing breasts which rose and fell with each gasping breath she took. Her nipples were small and compact, and stood perfectly at attention, the cool air of the bedroom causing them to stiffen. Her stomach was flat, rising and falling with her chest. A pair of small, black lace panties covered her pussy, and her long, smooth legs were spread wide to accommodate my body positioned in the middle.

The sight of this amazing woman, my best friend, but also someone who I was starting to realize that I loved much more than just a friend, was more than I could bear. My cock was throbbing, straining against the fabric of my boxers. I couldn’t stand the feeling any longer, and in one swift motion, I hooked a finger into the waistband and pulled them down, kicking them off my feet at the bottom.

As soon as my boxers were off, I wasted no time in attacking the small wisp of fabric that was the only thing remaining between me and seeing Amelia completely uncovered before me. I grabbed her black lace panties by the waist and quickly slid them down Amelia’s smooth thighs. She curled her legs upward to help, and I tossed the lacy fabric off behind me as soon as the panties cleared her toes.

The moment seemed to freeze for just a second as Amelia lay there with her legs straight up in the air. Finally, she lowered her legs back down to the bed and parted them widely once more. The skin above Amelia’s pussy was shaved completely smooth, and in the faint nighttime gleam I could see the soft folds of her lips, already moist with anticipation.

I lowered myself between Amelia’s legs once more. We were finally completely naked with one another. I felt my cock make contact with the outer lips of Amelia’s pussy, both of us impossibly wet already. The feeling of complete skin on skin contact was incredible, and we both moaned audibly as I gently rubbed the head of my penis up and down Amelia’s smooth pussy.

“Amelia, are you sure this is what you want?” I whispered, hoping to God that the answer was ‘yes’ and that she wanted this as badly as I did.

“Clark, yes, oh my God, yes,” Amelia moaned back as she placed her hands on my hips. “I guess it just took this horrible day for me to realize that you’re the only guy who’s always been there for me no matter what. I’m so glad we’re friends, but honestly, I want so much more than that,” she continued as her breasts rose and fell heavily with her breaths. “Clark…I love you.”

“I love you too, Amelia,” I whispered breathlessly as I finally pushed my cock forward and into her waiting pussy.

Amelia and I let out a unison gasp as I buried myself inside her for the first time. I felt her smooth, muscular walls parting to accommodate my length. She was incredibly wet and incredibly tight. It was the most amazing sensation I had ever felt.

Feeling myself bottom out, I quickly slid back out until only my tip was still inside her, and then immediately reversed direction, filling Amelia’s pussy once more with my long, hard cock. Amelia let out a moan as I penetrated her again. She reached for my face and pulled me down into a long, passionate kiss as I continued to slide my dick in and out of her incredibly tight pussy.

I felt our juices mingle together, creating the most incredible natural lubrication that made each thrust more effortless than the last. As we quickly found our rhythm, I started to speed up my thrusts. Amelia was able to quickly match my pace, and she rocked her hips back and forth to meet each thrust, intensifying the pleasure for both of us.

“Oh my God, Clark,” Amelia moaned as we continued the frantic pace of our love making. “I’ve never…felt something this…incredible,” she continued in between gasping breaths. “I never realized it…but I think that…a part of me has wanted to do this…for a really long time,” she continued laboriously.

I propped myself up on my elbows, giving myself a slightly elevated view. I gazed down at Amelia’s gorgeous body, motionless only a few minutes ago, shivering in anticipation of what was to come. Now her body was writhing in pleasure, rocking back and forth to meet my strong thrusts. Amelia’s perfect breasts were bouncing up and down on her chest, and I heard the slap of flesh on flesh as our bodies met with each repeated thrust.

I reached up with one hand and roughly cupped Amelia’s right breast. I squeezed the firm flesh in my hand and savored the sound of Amelia’s sharp intake of breath as I gently pinched and squeezed her nipple in between two fingers.

Sweat glistened on both of our bodies as the minutes passed, neither one of us ready to end the most incredible love making of our lives. Knowing that I would need a break soon, I finally willed myself to slide my hard cock all the way out of Amelia’s body. Amelia’s face pouted as she felt my cock withdraw, leaving her empty for the first time since I had first entered her.

I took her hand in mine, and pulled Amelia up off the bed. I lay down in her place as Amelia straddled my body once more. She spread her legs wide on either side of my hips and slowly lowered her body over my cock. She grasped me in her hand, and stroked my entire length up and down a couple times. My cock was slick with our combined juices mingling on the length of my shaft, and her hand glided effortlessly up and down.

I moaned at the sensation as Amelia finally used her hand to hold my cock perfectly upright and guided my tip in between the moist outer lips of her pussy. She rocked herself back and forth, letting just my tip slide in and out of her, but not letting me all the way in yet. Goosebumps erupted across my arms and chest as Amelia gently teased the sensitive head of my cock with her pussy.

Still grasping it firmly in her hand, Amelia started to drag my long cock up and down her outer folds. She dragged me forward and used my hard dick to gently massage her clit. Guiding me with her hand, she circled her clit slowly with my tip, rocking her hips back and forth to enhance the sensation.

Amelia’s breathing started to become ragged. She gasped for breath as she continued to tease her clit with the tip of my cock. Her hand dragged me back and forth, rubbing my large tip furiously against her sensitive little nub. A moan escaped her mouth, followed quickly by another, louder moan. I felt Amelia’s legs start to shake ever so slightly as she continued to tease herself with my cock.

Unable to contain herself any longer, an impassioned scream escaped Amelia’s lips as she finally brought herself to orgasm. I felt a rush of warm juices flow from her pussy and down the shaft of my cock as Amelia completely lost control and collapsed into my arms. Amelia’s breasts crashed into my torso as she fell, sweat glistening from every perfect curve of her body.

We lay there for just a moment as Amelia caught her breath. Her hands searched blindly across the bed until she found mine. She intertwined her fingers into mine and squeezed my hands gently as she lifted her head and pressed her lips firmly into mine.

Finally breaking the kiss, Amelia sat up once more and straddled my naked body. She again gripped my cock with her hand and guided me gently into the moist folds of her pussy. This time there was no teasing as I slid in easily. We both moaned softly as I filled her pussy once more, and we shared another passionate kiss as Amelia started to gently rock her hips up and down, slowly letting my cock slide in and out of her perfect body.

Still recovering from her intense orgasm, Amelia continued the slow pace of our love making. My cock slid lazily in and out of her pussy as Amelia’s hips rose and fell. I wrapped my arms around Amelia’s back and hugged her close, enjoying the feeling of her large, round breasts pressed into my chest. I snaked my tongue into her mouth and gently bit Amelia’s bottom lip as she continued to use her hips to slowly milk my long cock.

After a few minutes of slow and sensual sex, I was starting to feel recharged. My arms slid down Amelia’s back, coming to rest on her hips. I used my hands to gently guide her as she rose and fell on my cock. I pulled Amelia’s shapely hips up and held them there, feeling the sensation of my long shaft exposed to the air, only my tip still nestled within her. Amelia rocked her body back and forth, letting me feel her pussy gently tease my tip once more. When the pleasure became too intense to bear, I roughly pushed her back down, burying myself inside her again. I held Amelia’s hips down, forcing her to accept the entire length of my cock into her incredibly tight pussy. I felt my tip press heavily against Amelia’s cervix, and she rocked her perfect, round ass around and around, grinding my cock inside her pussy.

Our breathing became heavier as both of us reached a new level of desire for one another. Unable to wait any longer, I used my hands on Amelia’s hips to guide her up once more, then immediately back down. Then again up, and back down. As our pace increased, I started to rock my hips back and forth to meet Amelia’s. Timing our motions with one another perfectly, we soon started to thrust faster and faster into each other, unable to control our wild desire.

The amount of heat radiating from our bodies was incredible, and I soon felt sweat dripping from my forehead. Hoping to find some momentary relief, I brought my hands up to Amelia’s shoulders and pushed her upright on my cock.

Amelia’s amazing body towered over my supine figure as she bucked her hips wildly up and down over my cock. I gazed hungrily up at her, her breasts bouncing wildly up and down on her chest. Amelia reached up with one hand and tossed her hair back over her head as a moan escaped her lips. I grasped her waist with my hands and helped Amelia to pound up and down even faster and harder on my cock.

Before too long, I felt the familiar tremor of Amelia’s legs and I sensed that she was close to another orgasm. Her breathing was coming in ragged and unpredictable gasps, and she placed her palms flat on my chest, locking her arms to steady herself as she continued to grind her hips wildly, my cock being pulled in and out of her tight, wet pussy.

Amelia began to moan uncontrollably, and her fingers dug into the flesh of my chest. I gazed up at my best friend’s face and I saw her eyes roll back into her head as her body began to be wracked by uncontrollable spasms. Amelia’s pussy suddenly became even wetter, her juices flowing freely down my long shaft.

Amelia’s orgasm was incredibly intense and unbelievably erotic. Seeing her amazing body consumed by the throes of pleasure she was currently experiencing sent me over the edge. I felt the familiar tightening of my balls that told me I was close. Very close.

Without bothering to consider the possible consequences, I continued to pound my hard cock in and out of Amelia’s pussy. Finally unable to hold it back any longer, I felt cum racing up my long shaft and explode into Amelia’s body. My orgasm was incredibly forceful, and I felt myself deliver load after load of sticky, white liquid into Amelia’s waiting pussy.

Feeling herself filled by my cum, Amelia let out a gasp and fell into my arms. I grabbed her and held her close, feeling her firm breasts press into my body. I kissed her lips hungrily as our hips continued to rock back and forth against each other, my cock twitching as the last couple spurts erupted into Amelia’s body.

I finally finished cumming, and Amelia and I just lay there, my cock still nestled deep inside her body. We held each other close and felt our breathing gradually slow. Our bodies were slick and shiny with sweat, and I slowly trailed my fingers up and down Amelia’s back as we gently kissed each other’s lips.

With our heart rates and breathing slowly coming back to normal after our intense love making, Amelia finally raised her round ass and let my cock slowly slide out of her for the final time tonight. She rolled off of me and snuggled up beside me in the bed, her fingers tracing gentle circles across my chest.

Finally breaking the silence, I whispered softly into Amelia’s ear, “that felt right, didn’t it?”

“Oh God, Clark,” she whispered back, “it was the best decision of my life. I never realized how much I loved you until today.”

“I know, me too,” I replied, as I gazed down at Amelia’s naked body huddled tightly against mine in the small bed. “I guess it might be weird to have to tell everyone that we’re actually a couple now…” I continued tentatively, not sure exactly what our relationship was anymore.

Amelia shifted her head so she was looking up at me. Her green eyes twinkled. “Maybe they’ll think it’s weird at first,” she said with a smile, “but I know you’ll be the best boyfriend I’ve ever had. Nobody in the world knows me better than you do.”

“Hmm…boyfriend,” I repeated, a smile slowly creeping onto my face as well. “I like the sound of that!”

The end.

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