The sun glistened off her wet body as Naomi climbed from the pool, her skimpy bikini clinging to her small, but perky breasts. She squeezed the water from her long black hair and sat in the chair beside me. Naomi flashed me her beautiful, radiant smile and began reading from her magazine. I had always envied her, even though she was my best friend. Naomi had naturally tanned skin that shimmered in the sunlight, straight hair and long nails, and was always so petite. I was pale with scarlet-red hair and had always been curvy. That was the only thing I never envied Naomi for; my breasts were DD's while hers stopped at B's.

She had invited me over to her house so that we could enjoy our first day of summer beside her backyard pool and break-in the newly bought swimsuits. Her's consisted of a blue string bikini, and mine of a green triangle bikini top and a skirt bottom. Naomi sighed and flopped the magazine down on the ground.

"I'm bored," she announced.

"What do you want to do, then?"

"Well...it's too beautiful to go inside, and we may as well enjoy being alone. Ohhh, my back and shoulders are on fire!" She handed me the sunscreen and laid on her stomach, "can you put some on for me?"

I untied her top, blushing slightly, and rubbed the lotion over her back. I massaged her shoulders some and Naomi moaned softly. Grinning, I massaged a little slower and moved my hands to her lower back. I heard her giggle a little and she turned over, topless.

I blushed brightly, but couldn't help but gawk at her breasts and dark colored areola that surrounded her erect nipple. She sat up on her knees and wrapped her arms around my waist to tug me closer.

"W-what are you--"

"Shhh," she placed a finger over my lips to shush me, "I just want to try something out with you."

Taking away her finger, her lips took its place. They were soft and warm, and gave way to her tongue. I squeaked softly as our tongues touched, but soon relaxed and enjoyed it. Our tongues rubbed and twisted around each other, and explored the other's mouth. I felt my pussy grow wet and hot the more she kissed me and couldn't help myself as I rubbed it on her thigh. Sensing my arousal, she lifted her leg and moved it up when I moved my hips down and vice-versa.

Our kiss broke and she all but tore my top off.

Holding a breast in each hand, she squeezed and pressed them together, all the while teasing my nipples with her thumbs.

"I knew they were big, but I didn't know they were so pretty."

My smile lasted only until her mouth enclosed my nipple. She sucked, ran her tongue over it, bit lightly with her teeth and pulled. I moaned and pulled her hair some. One of her long, slender hands ran down my stomach and slipped inside my bottoms. Groaning and with my head leaning back, I rocked my hips slowly against the finger that was playing with my clit. Two well-manicured fingers plunged inside me and I cried out; I'd only ever touched myself once and was not used to having two fingers.

Wiggling her fingers and pumping them in and out, she released my nipple. "Lay back," she ordered, her voice saturated in lust.

I did as told and let her slip the fabric off me. I felt her fingertips on my inner thigh and automatically opened my legs as far as I could. She laughed and commented on my willingness. Her face lowered to my pussy and it grew wetter the closer she got. I could feel her breath against my shaven lips; it was driving me insane!

"P-please, eat it..." I wanted to cum, and teasing was not helping.

Naomi's tongue slowly ran up the side of one lip and down the other. The tip ran up the middle quickly and sent a shock of pleasure through my body. I couldn't take it any longer and pressed her mouth against my throbbing pussy while I rocked my hips. Her tongue lapped at the sensitive folds of flesh and her mouth drank up my juices. Settling my hips with a constant movement of her tongue, she nipped and sucked at my labia and clit. I felt a jolt and jumped a little; suddenly a fire was raging inside me. Naomi seemed to know exactly what was going on and forced three fingers inside me. She pushed them deep and pumped harder than before while her mouth worked on the rest of my pussy.

I shrieked and gripped the chair as my hips bucked and jolted. I knew I was having my first orgasm and that Naomi was most likely sucking it out of me at that moment. When she came back up, her mouth was surrounded with the remainder of my juices. She lay next to me and massaged my breast a little.

"That was fun, wasn't it?"