Unexpected Fun in the Dark Room PART 2

"There they stood at the dark room for photo class.1

“Nice spot for us to be alone,” Rachel said seductively.2

Alyssa got up on a counter and sat down. Rachel put her hands on Alyssa’s thighs. Her piercing green eyes looked right into Alyssas, then closed as her face got closer. The two girls kissed and almost immediately started using tongue.3

Alyssa could feel a rush between her legs as she started pinching Rachel’s nipples through her thin cotton shirt.4

Rachel slowly rubbed Alyssa’s thigh and her hand was moving up.. up. Alyssa was dripping wet and Rachel's finger slid in effortlessly. Alyssa let out a sharp moan and she grabbed her own nipples. Her hands were frantically grabbing at Rachel's tight body."5

AUTHOR'S NOTE: let's pretend that bell didn't ring like in part 1..6

"ooohhhh... Rachel I had no idea.." Alyssa managed to say through panting. Rachel's thumb was on Alyssa's clit now, massaging really slowly as her middle finger was finger fucking her tight wet pussy at a nice pace.7

Rachel says.. "Alyssa, you make me so wet you have no idea. I wanted to do this with you for a long time but it was really cute watching you pretend like you didn't want me."8

Alyssa tried to speak, but the pleasure rushing to her hot pussy was more than she could bear.. all she let out was "Rr..? uhhhh...."9

Rachel was panting too, but was able to let out a little giggle.10

Alyssa took this pause as an opportunity. She pushed away Rachel's hand and said "I want to see what those amazing boobs look like naked."11

Rachel said "I was wondering when you'd ask." She started to take off her shirt when Alyssa put her hand over hers and said "No, let me." 12

Alyssa took off that shirt and feasted her eyes on every bit of Rachel's beautiful upper body. She was wearing a cute multicolored push-up bra with little bows on the straps. No use for that. Alyssa snapped off the bra and her eyes widened hugely. This should have came as no surprise, but Rachel had perfect tits. Perfectly round and perky. More than a handful. Really hard pink nipples that were a perfect size.13

She had to have them in her mouth.14

Alyssa took Rachel's left nipple in her mouth, and started moving her hand down her thigh simultaneously. Rachel threw her head back and went "Mmmmmmmmmmmmmmmmmmmmmmm." She hadn't had enough of Alyssa's sweet pussy though, and managed to stick two fingers inside her friend as Alyssa continued sucking on her nipples that were now getting even harder than before.15

Feeling Rachel's amazing fingers play with her wet pussy again was causing Alyssa's hips to move and she started to moan louder and more consistently. Her moan was muffled because she had a mouthful of delicious rachel tit. "Mrrmrmmmmmmmr."16

Rachel moved Alyssa's head from her tits and forcefully picked her up off the counter because she wanted to feel her ass. Rachel kept fingering Alyssa with one hand, and started to take off her jeans with her other hand. Once her jeans and panties fell to the floor, she spent her much desired time grabbing and rubbing Alyssa's beautiful round smooth ass.17

"God, your ass is perfect, just like I thought it would feel like," Rachel said.18

"Mmm.. .uhh....... and your tits and pussy are fucking beautiful, Rach."19

Both girls smiled.20

Rachel stopped fingering Alyssa for a second. "That reminds me.. why are you still wearing that?" Alyssa laughed, and took off her dress.21

"Oh, my God. Your tits are huge!" Rachel said excitedly. She immediately started tweaking Alyssa's bare nipples, and now started to kneel down.22

"Are you ready for this, 'Lyss?"23

Alyssa already felt like she was going to explode earlier, and the thought of Rachel's sweet tongue lapping at her pussy was almost more than she could bare.. almost.24

"Oh my God, yes Rach.. just do it!"25

Rachel, with one hand still expertly massaging Alyssa's big tits, brought her face closer to Alyssa's groin. The anticipation was making Alyssa's hips gyrate already.26

Rachel started by gently touching the tip of her tongue to Alyssa's inner thighs. 27

Alyssa was biting her bottom lip and closing her eyes at this point. Enjoying her hot best friend touching her tits and getting SO close to eating her out..28

Rachel took her hand off Alyssa's luscious breasts and brought it down to her own body. Her pussy was wetter than Niagara Falls and hadn't gotten any finger stimulation yet, and Alyssa's was already about to get her pussy eaten out. She was so wet it was easy to stick three fingers inside herself. 29

She lowered her dripping wet hot tight pussy up and down onto those fingers, all the while her tongue still circling Alyssa's thighs. When Rachel's hand had moved, Alyssa had opened her eyes and to her delight got to see Rachel fucking herself. This turned her on even more.30

Rachel gently licked Alyssa's pussy lips, and with her free hand she stuck a finger in Alyssa's tight vagina. She pumped the finger in and out and finally rested her tongue on Alyssa's clit. This made Alyssa involuntarily squeeze her thighs together on Rachel's face, but Rachel didn't mind. 31

Alyssa began tweaking her own nipples and her head was rolling around. She made the noises "uhghhhhh ughhhh yesss.... yessss just like that" because Rachel was licking her pussy perfectly.32

Rachel was still fucking her own fingers at the same time. 33

"I'm almost there!" Alyssa exclaimed. Rachel took two fingers and fucked that pussy as fast as she could, lapping at Alyssa's clit faster and faster. Every once in a while she sucked on the clit, or removed her fingers and stuck her tongue in Alyssa's hole. After doing that a few times, she just concentrated on the clit. Alyssa's legs were shaking uncontrollably, she was writhing around, rubbing her nipples so much. Rachel was on the verge of cumming as well.. eating her friend out had gotten her so hot and her own fingers felt so good inside herself. 34

Faster and faster, hotter and hotter. Uncontrollable feelings rushing, shooting. Alyssa said "oohhhh myyy Goooddddd.." and the timing was perfect. Both girls started humping the air, legs shaking harshly, the hugest rush of pleasure eminating throughout their entire bodies, all other thoughts temporarily eliminated, feeelling sooooooo goooood.. they both yelled35

"YESSSSSSSSSSSSSSSSSS!!" as they orgasmed together.