I was hanging out with my bff Jill at the mall one night before going to her house for a sleepover.  We had a blast shopping for cute little outfits and pointing out to each other which boys were checking us out.  Jill and I are both 16 and we've known each other since we were little, but that's pretty much the only thing about us that's the same.  Jill is a tall brunette with a slender body, perky B-cup breasts, and killer long legs.  I'm a petite blonde with a bubble butt and D-cups.  Whenever we go anywhere we try to see which guys are checking us out and sometimes we have a little contest to see who can get the most attention.

After our shopping spree we went back to Jill's house.  Her dad was home.  Jill's mom had passed away a few years ago in a car accident, so it was just her and her dad.  Her dad was a good looking guy for his age.  I remember when we were little, her dad was actually my very first crush.

He welcomed us home with a smile and a hug and then made himself scarce.  I guess he didn't want to put up with two teenage girls being silly.  We put on a movie and made some popcorn and snuck a little wine from the fridge.  Jill was wearing panties and one of her dad's old t-shirts, while I had on boy shorts and a white tank top.  We talked and laughed and had a great time like we always do.

A few hours later we started to get really tired so we decided to head to bed.  We went up to Jill's bedroom, which was right across the hall from her dad's.  His bedroom door was closed and there was no light on, so I guessed he was asleep.  We climbed into Jill's bed and tried to get comfortable, accidentally kicking each other under the covers.  That led to us kicking each other on purpose, each of us giggling quietly so we didn't wake up her dad.  Then Jill went for my weak spot: she started tickling me.  I am very ticklish so it was hard to keep from laughing out loud.  I couldn't even tell her to stop, I was giggling so hard, so instead I started tickling her back.  We ended up breaking out in laughter, our faces inches from each other, our arms around each other, our bodies pressed together.

We looked into each other's eyes and Jill kissed me softly.  I knew she was into girls too, and I'll admit I was kind of curious, but I'd never thought about her that way.  It was weird, to say the least.  But as I felt her thigh rubbing against mine, I have to say it was also kinda hot.  Still, it was too weird having my best friend making out with me, so I pulled away and told her I didn't want to do that.  She smiled and said she understood and that she loved me anyway.  "Awwww, I love you too," I said with a silly smile.  We giggled and snuggled up and drifted off to sleep.  I wondered if we'd woken her dad up.

A little while later I knew Jill was out cold but I couldn't fall asleep.  I kept thinking about that kiss, how weird it felt but how good too.  I was feeling a little horny and I was starting to become intrigued by the idea of exploring that kiss further but I didn't want to wake up my friend.  Then I heard something from across the hall.  I got up, careful not to disturb Jill, and crept to the door.

I saw Jill's dad leave the bedroom and head down the stairs.  He was wearing only a pair of black cotton shorts.  He looked even better shirtless than I thought he would.  I started thinking about how I used to have such a crush on him and I guess I was hornier than I thought because all of a sudden an image of his cock between my legs popped into my head and I got really wet.

I slipped out of the bedroom and tiptoed down the stairs.

Jill's dad was in the living room flipping through the channels.  I heard moaning coming from the tv. Oh my god he's watching porn, I thought.  The idea turned me on.  I peeked around the corner of the door to see him rubbing his crotch slowly.  I watched, mesmerized, as he pulled his cock out of his shorts and started to stroke it.  He had such a beautiful cock, not too long but nice and thick, and it was getting harder and harder as he stroked it.  I'm not a virgin but I've only been with two boys and they were both terrible, shooting their load two seconds after putting their dick in me.  I wondered what a real man like Jill's dad could do with that beautiful cock.  Bet he wouldn't cum as soon as it was in my pussy, I thought.  Bet he could fuck me really good.

I didn't realize it but my hand was between my thighs rubbing my pussy through my shorts.  I was also moving into the living room.  I guess he heard me take a breath because he looked up, startled, and when he saw me he said "oh shit!" and tried to pull his shorts up and shut off the tv at the same time.

"Don't!" I heard myself say. 

"Chrissy," he said, flustered.  "I...I didn't know you were awake."

"I couldn't sleep," I said.  I couldn't stop staring at his crotch, thinking about that gorgeous cock.

He saw what I was looking at and got really embarrassed.  "I'm so sorry, Chrissy," he stammered.

"Do you jerk off a lot?" I asked.

He looked at me and I guess he decided to just answer my question because he knew I wouldn't leave it alone until he did.  "I guess so, yeah," he admitted.  "Jill's mom passed away years ago, and I haven't really been with many women since."

"What?" I said, surprised.  "How come? You're hot, you could get all kinds of girls."

He smiled sheepishly and actually blushed.  He mumbled a thank you and I was surprised to see how embarrassed he seemed to be.  I knew he wasn't the most outgoing person in the world but I had no idea he'd get so shy around a sixteen year old girl that he'd known all her life.  That turned me on even more.  "You could even get me," I told him.

He looked at me, shocked.  He was so handsome and shy and his cock was still hard and I was really horny.  I reached for his shorts and started to pull them down.  I gave him my sexy look - Jill calls it my "fuck me" eyes - and he started breathing hard.  "Chrissy..." he whispered.

God, his cock was even more amazing up close!  It was rock hard and had precum oozing from the tip.  I wrapped my hand around it and started stroking slowly.  He mumbled something about please don't, you're my daughter's friend, I can't do this, but I ignored him.  I was mesmerized by his cock and I wanted to play with it, and I was gonna get what I wanted.

I sank to my knees and kissed his cock, licking it from bottom to top, then taking it into my mouth and sucking it.  I may not have fucked many guys but I've given a few blowjobs and the boys all said I was really good at it.  Jill's dad must have liked it too, because he gasped and started to move his hips back and forth, fucking my mouth.  I played with his balls and stroked my pussy with my other hand.  I was wet as hell and I wanted to fuck.

I pulled his shorts all the way down and pushed him back on the couch.  I stood up in front of him and pulled my tank top off.  His eyes went right to my big, round titties.  Guys' eyes always go to my tits.  I dropped my own shorts so I was totally naked and climbed into his lap.  I pushed my tits in his face and he grabbed them, squeezing them and sucking on my nipples.  When I started to move my pussy onto his cock he protested, saying he really shouldn't, I was underage and his daughter's friend, but I was really fucking horny.

"Shut up and fuck me," I said.

His eyes flashed when I said that and I swear his cock throbbed.  "Yes Chrissy," he whispered. "Yes baby, I'll fuck you."

He kissed me hard, surprising me.  He wrapped his arms around my waist and plunged his cock into my dripping wet pussy.  I gasped; holy shit it felt so good!!  His fat cock filled me up all the way and I moaned as I started grinding on his lap, working my pussy up and down his thick shaft. He was looking up at me with wonder as my big tits pressed against his chest.  He was holding my ass, guiding me up and down his cock.  I moaned in his ear, saying "yes fuck me, fuck my little pussy, fuck me good, daddy!"

He gasped when I said that last part and started fucking me faster.  I rode his cock hard, working my hips back and forth to rub my clit against his skin.  I was so fucking horny that I came three times riding him, my pussy spasming over his cock and my juices flowing down his shaft.

Suddenly his eyes locked onto mine.  His hands tightened on my ass and he pulled me down onto him, then held me there, his cock throbbing and quivering inside me.  One hand reached up and grabbed the back of my neck, pulling my face to his, and he kissed me so hard it took my breath away.  I felt his cock explode inside me, pumping my tight little cunt full of hot cum.  The feeling of his cock shooting blast after blast of jizz into my pussy set me off and I came again, whimpering into his mouth.

We stared at each other for a few moments.  I was sweating and my cunt was dripping with pussy juice and his cum.  He took a deep breath and I started to say something, but he cut me off.

"You need to sleep over more often," he said in a husky voice.

I giggled.  "Oh I will," I told him playfully.  "I'll sleep over any time you want."