Kacie rushed into the house, slamming the door behind her before the sound of her feet slammed up the stairs; several steps at a time.  Shay heard the disturbance and stepped into the hallway, just catching the tail ends of Kacie as she disappeared around the corner of the hallway on the upper level. Shay sensed something was wrong, all this commotion was unlike Kacie for as along as she'd known her.

Kacie was such a sweet innocent girl. Just turned seventeen a few months ago, she had strawberry colored hair, a small rounded cute buttoned face with the most deep emerald colored eyes. Her breasts were still growing, yet already had grown to a curvaceous size that resembled two small hillsides rising from the field of her chest. Her figure, while thin, was shapely with curves in all the right places. Kacie found herself staying with Shay for the past few nights after her mother had to go out of town on a business trip, her father leaving when she was only a small child with only few small memories of him at all.

Shay was in her forties, had a strong elegance of beauty that grew with age, luscious soft lips and eyes that screamed sensuality which drew in it's victims to be caught in her web. She had a shapely figure that young men would desire and older men would drool over. She had been divorced for the past ten years since she caught her husband cheating on her.  Her large d-cup breasts were often held loose beneath her blouse. She loved the sense of freedom, the feel of cool air touching her naked skin, and was often known to go commando also under her short skirts.  Shay was Kacie's mother's best friend and neighbor.

Reaching the door to Kacie's room, she gently tapped and softly spoke through it, "Kacie hon, I'm coming in." Opening the door, Shay found Kacie face down on the bed. The sound of crying could be heard from the far end of the bed. Shay stepped forward. She planted her perfect derriere upon the edge of the bed.  "Sweetie, what's wrong?" she asked.

Kacie turned over, where Shay saw the stains of mascara drip down from her swelling eyes. Sniffling uncontrollably, Kacie just looked at Shay with puppy dog eyes of sadness and despair. "He dumped me!" she informed Shay.

"Why?" Shay asked, as she gently eased a piece of hair away from the sweet face of innocence that sat before her.

"He said ..." she started to say, before wiping her nose with the back of her hand, "that because I wouldn't ... you know, then he's wasting his time being my boyfriend. There's plenty of girls who'll drop their panties for him!" Her head fell into her palm, where tears streamed once more down her face.

"Oh sweetie!" Shay softly whispered. She reached across and pulled Kacie into the bosom of her warm body. One hand stroked gently across the back of Kacie's spine, while the other brushed through her long red hair. Kacie wrapped her own arms around Shay. The warmth of Shay's body was a comfort in this time of need, a tender embrace of love that she sought so desperately from one so caring.  "I'm so sorry Sweetie. But you know what, if he thinks like that then he doesn't deserve someone as precious and beautiful as you!" Shay told her, as she planted a soft kiss upon her forehead.

Over the next hour or so, Shay and Kacie lay upon the bed. Kacie held in the comfort of Shay's embrace, resting her head upon the soft pillows of Shay's heaving breasts. Shay continued the tender motherly affection upon Kacie, with soft caresses across her back, brushing the hair away from her face and wiping the tears from her sad eyes. Kacie and Shay discussed everything that had happened that very day, as Shay listened to every word her best friend's daughter told her.  She offerered her a compassionate ear to speak her thoughts, and a loving embrace of a mother to try and take away all the pain and heartache she was feeling.

Later that evening, as the night drew in and both had settled in for the night; the sound of heavy rain clattering against the window awoke Kacie. Laying there, feeling sad and lonely at what had happened to her as well as sad memories of the past she'd forgotten about, she rose from her bed and stepped to the door. Dressed in a short nightdress and panties, which when she stretched would expose themselves to those interested in staring at them, she crept into the hallway.

Looking down the long path to the far end, she saw a strip of light through the crack of Shay's bedroom door and a soft noise she couldn't quite place. Approaching it with some caution, she slowly opened the door a little to find Shay sat upright in bed, her laptop at her side with a film playing that she seemed engrossed within. Kacie took notice that Shay's other hand seemed to be under the bed sheets, and from what she could tell, moving around between Shay's thighs. Shay licked her lips, as she continued to watch the film, unbeknown she was being watched from close by. It was then that Kacie noticed Shay was watching a porn film, featuring two beautiful and very hot women performing sexual acts upon one another. The sounds of sexual groans erupted from the laptop, of two girls enjoying each others company.

Kacie was unsure if she should disturb her. She watched Shay seemingly take immense pleasure in what she was watching. Soft moans slipped through her luscious lips, along with the sheets moving from her hand beneath that seemed to slide back and forth. Kacie turned, where she took a small step when "Hey, is everything okay?" Shay called to her.

Kacie stopped, turning back around she looked across to find both of Shay's hands now up top, the laptop closed and put on the side table. "Yeah, I guess. I just got woke up by the rain," Kacie explained, "but It's okay, I'll go back to my room. Sorry to disturb you!"

"No, don't be silly. Come here!" Shay called to her, patting the empty space at her side. The bed was king size, large enough for two, maybe three at a stretch. Kacie stepped forward, where Shay peeled back the covers which gave Kacie a quick glimpse upon the smooth long legs of Shay. More interestingly, she caught sight of Shay's shaven pussy with her sexy silky nightdress had ridden up over her tummy. Kacie sat down, before sliding her legs under the covers as Shay pulled them up and across her lower body. Kacie stretched back, soon finding her head resting upon the soft feathered lined pillow that would give anyone a perfect nights rest.

Shay settled back down, turning slightly to look upon Kacie who stretched out with her hands clasped together over her waist below. The sound of the rain softly clattered upon the window pane, causing Kacie to look across. The rainfall, while beautiful to watch, was a reminder of a dark time in Kacie's life. The same type of rain befell the windows when her father came to say goodbye and leave for the very last time. Kacie watched the drops of rain as they slid down the window, drawing in other drops to grow larger before picking up pace and falling to the lower depths of the wooden frame.

"Are you okay?" Shay asked, seeing the sadness in Kacie's expression.

"Yes, sorry. It's just, the rain reminds me of when my father left!" she explained.

Shay's hand crossed over, where she gently settled upon Kacie's as she spoke softly "I'm sorry, sweetie."  Shay gave Kacie's hands a soft caress, before her other hand reached over and swept away a tiny straggle of hair that had fallen down across the side of Kacie's face. "Come here, let me hold you!" Shay said, as she gently eased Kacie to roll over. Kacie quickly found herself held close to Shay's body. Her head once again found itself resting upon the two sweet bags of soft flesh that clung to Shay's chest. Shay had pulled Kacie's hands across to rest upon her own waist, still offering the tender caress of a loving mother's touch to ease her pain the best she could. "Does that feel better?" she asked.

"Yes, thank you!" Kacie whispered, as her hot breathe fluttered across Shay's chest. It caused a wonderful sensation within Shay's body, as the heat settled across one of her breasts, causing it's nipple to begin to harden. Kacie lay there, staring across the room but her eyes were not focused there. Instead, she found herself having a view upon Shay's breast, and more importantly, the nipple that was growing harder by the second. Shay's nightgown, although incredibly sexy, was quite loose fitting upon her body. Kacie's head positioned upon one breast caused the trigger effect of the silky slip to rise upon the other and allow a small down blouse view of Shay's large and beautiful breast.  Whether Shay knew this or not, Kacie's eyes kept returning to watch Shay's nipple expand just that little bit more.  Kacie herself had never thought of a woman in this way, and yet she could feel a slight warmth begin to settle between her thighs.  Squeezing her legs together, the friction sent a slight wave of heat that caused her pussy to just trickle a little juice into her panties. While this feeling was strange to her, she found herself becoming even more aroused by the sight of Shay's breast and nipple exposed, and the flashes of Shay's shaven pussy she caught glimpse of earlier.

"I'm sorry if I disturbed you!" Kacie whispered.

"Oh, you saw that did you!" Shay said with slight surprise.  "Oh well, I guess the cat's out of the bag. You see sweetie. After my husband left me, I swore off men for the rest of my life. Ever since then, I've found comfort in the arms of a few beautiful women!" she told her.  "I hope that doesn't disturb you hun?" she asked.

Kacie shook her head slightly, causing Shay's breasts to jiggle a little as well as moving the gown so that the exposed area was not covered up. "No. Can I ask, have you and my mother ever ... you know?" she wondered.

"No, but she knows about me and she's helped me through some tough times and been there when I needed her most. So just you remember sweetie, I'm always here for you!" she told Kacie.

"Thank you!" Kacie replied. "It must have been an interesting film you were watching!" Kacie blurted out, before realizing what she'd said and the path she was taking.

"Mmm, it was. It's very hot and steamy!" Shay answered with a little smile. "I like to take pleasure in myself before I go to sleep. It helps me have a good nights rest.  I'm sure you do the same?" Shay enquired, more curiously in hope that she'd answer with the words she'd longed to hear from her lips.

"Kind of. I mean, not every night but there's nights when I find myself, you know, touching myself down there while thinking of someone doing things to me!" Kacie answered. She didn't know why, but saying such things seemed more comfortable with Shay than her own mother. Maybe it's because they weren't blood related.

"Have you ever been with a guy before?" Shay asked.

"Oh-No!" Kacie snapped back, "I mean, I've thought of it but I want it to be with someone special!" she finished explaining.

"I understand hun!" Shay said, as she caressed Kacie's hands that still clung across her waist.  "You know, and I hope I'm not out of line in saying this, and I don't wish to make you feel uncomfortable but, if you want to enjoy yourself to help you get to sleep it's okay. I don't mind!" Shay said with a lustful hope Kacie would agree to what she said.

"I don't know. I've never actually done it in front of anyone before!" Kacie replied, with a little fear in the tone of her voice. Despite this, she was growing more aroused at the thought of what Shay had said. Why was she having these thoughts? She wasn't a lesbian, or so she thought she wasn't. She never thought of girls like that, ever in her entire life. So why now? Was it because of what happened that day, being dumped by her boyfriend that caused thought of actually becoming a lesbian and staying away from boys forever, like Shay had.

"We're both girls here, sweetie!" Shay said, as she planted a soft kiss upon Kacie's forehead to bring comfort and a hope of ease in her presence. "I'm not gonna make you, but if you wish to then I don't mind if you want to touch yourself!" Shay said.

Kacie's head turned, she looked up at Shay. The two stared into one anothers eyes. A smile broke upon Kacie's lips first, causing Shay to smile in return as she brushed back Kacie's hair.  "Okay, thank you!" Kacie said.

With that, Kacie slipped her hand beneath the sheets, as Shay felt it slip past her side and dip down towards Kacie's thighs. Kacie turned her head to look sideways before she felt her own hand slowly slide beneath the hem of her panties. Within a second, she soon found what she sought. Her fingers slithered across the small airstrip of hair that featured above her labia, where her fingers continued on and curved down across the lips that were now moist from the wet thoughts she had begun to have.  Her fingers, pushed together to form a tight bond, began to slide back and forth across her pink puffy lips.

"Mmm!" Kacie softly moaned. Shay felt the ripple of Kacie's purrs and hot breath upon her breast of which Kacie's head lay.  Shay's eyes looked down upon Kacie with vested interest. Watching this young lady, not only lay at her side with their skin touching one another, but the beauty in watching her begin to explore her own sexuality by touching herself in front of her caused butterflies to flutter inside her stomach.  Kacie's hand continued to rub across her puffy labia, where her lips grew moister by the second. She could feel the wetness trickle out of her pussy, slipping onto her fingers and helping ease the friction of her actions of rubbing herself off.

Shay's hand continued to brush through Kacie's hair, as she watched on from above.

Then, Kacie turned her head and looked up at Shay. "You can finish what you started too if you want, I don't mind!" she told her. Words that were like music to Shay's ears. The approval of allowing herself to masturbate alongside this young woman, in the same bed and at the same time.

"Are you sure it's okay, because I'm still feeling quite horny!" Shay informed Kacie.

"Yes, please. Maybe you can show me how to do it properly?" Kacie asked suddenly.

Shay's heart beat faster. Did Kacie just ask for guidance on how to masturbate the right way, like there even was a right way to do it. While most women enjoyed the self pleasure of their hands touching themselves down below, each girl had their own ways of what brought them to the peak of fulfilling their lustful desires.  "Only if you're sure, sweetie?"

"I am. Please!" Kacie replied.

Shay took hold of the bed sheets, where she peeled them away as they folded across the bed and slipped to lay upon one side. Kacie slipped off Shay's body, where she lay upon the bed now. Both women quickly found themselves exposed, and both appeared to have their eyes looking down to stare upon the others lower body half.  Kacie's hand was dipped under her panties, but had stopped rubbing herself at this time. Meanwhile, Shay's pussy was fully exposed for Kacie to see. Kacie's eyes widened at the sight of the sweet shaven pussy between Shay's thighs. "Do you like what you see?" Shay asked with a wry smile.

"You're so smooth down there!" Kacie said.

"Aren't you hun?" Shay asked, hoping to get a view of what Kacie had to offer.

"Not exactly. Hmm, here!" Kacie replied as she took hold of her panties, rose her legs up and slipped them down her thighs before pulling them free of her ankles. She dropped them at her side, as they crashed down upon the lush carpet. She lowered her legs back down, now fully exposing the top half of her pussy to Shay.  "I trimmed it down, but still have a little hair down there!" Kacie said, as she ran her fingers through the soft fluff of hair that remained like an airstrip above her labia.

"I see, well it still looks really nice!" Shay said.

"Thank you. You have a nice pussy too!" Kacie said without thought. What is going on, she suddenly thought to herself. I'm saying things I wouldn't normally think of saying, and yet, it feels okay to say them to Shay.

"Thank you hun!" Shay replied with a smile. Shay slipped a hand down across her heaving bosoms, running over her waist where it found the mound of her pussy.  The ends of her fingers started to run small circles around the top end of her labia, as Kacie just watched for a minute or so.

Kacie watched Shay masturbate, before she ran her hands over her own labia and began to copy what she saw. Small circles of her fingers that ran around and around, she felt the warmth begin to grow beneath her skin. The heat rose into her pussy, where some of her delicate honey seeped through and trickled down her thigh to the sheets below.

Suddenly, Shay's hand slipped between her own thighs where a finger slipped between the large puffy lips of her pussy and dipped inside. A slight moan erupted from Shay's lips, "Ooh!", as Shay continued to rub herself, every so often sliding a finger inside her wet hole accompanied with a beautiful groan of ecstasy.  It wasn't too long before Shay's hips began to buck a little. After all, she did have a head start on Kacie. Her hand rubbed faster and harder as a second finger began to join the other inside her pussy.

In and out, the wet sound began to echo across to Kacie who watched while also continuing to rub her own mound, but not slipping a finger inside herself at this time. Kacie's eyes switched between watching Shay's hand rub her own pussy to staring upon her large breasts as they jiggled under her silk nightgown.

Shay's breathing grew heavier, as her hips bucked harder and the sweet sound of her self pleasure took over the room. "Oooh!" she groaned with each thrust of her hand across her labia, while the fingers slipped inside her wet hole. "Mmm!" she moaned as they dipped within. Her body temperature rose, while she could feel the growing lust inside burn deeper. She was close, as a sudden rush spread under her skin.  "Oh Fuck!" Shay groaned loudly, as her hips rose off the bed with her fingers thrust deep inside her wet hole.  She gasped for air, while her body began to shake. Her breasts jiggled, while her head thrashed side to side briefly as the orgasm ripped through her body. It took a few moments, before her body crashed down upon the bed. Shay breathed slow and deep, as her hand pulled free from between her thighs. Her fingers glistened with the wetness she had created, while sweat dripped from across her face and limbs.

Kacie lay there, her mouth wide and eyes even wider at what she just witnessed. She'd had orgasms before, but never anything on that scale. In her mind, if this was an Earthquake that had just struck, it would have sent the needle off the apparatus. Her face was too focused upon Shay's wet fingers and glistening pussy that she never noticed Shay had turned her head to look upon her.

"Looks like that's the first time you've ever seen another woman orgasm before?" Shay said with a soft giggle in her voice.

"What... I mean, yeah kind of. I've never seen anyone cum like that before. I wish I could cum that like!" Kacie said.

"Mmm, it takes practice sweetie. Have you finished yet?" Shay asked, noticing that Kacie had stopped masturbating. Her hand lay still over her labia.

"Oh, I kind of was too engrossed in watching you that I forgot about myself!" Kacie replied.

"Would you like me to help you?" Shay offered, more in hope than anything.

"I'm not sure I'm ready to reach that level at this time!" Kacie answered.

"A woman is always ready to enjoy a really good strong orgasm. It makes you feel all warm and fuzzy inside!" Shay said. "So, do you want me to help you?" she asked again.

"Okay!" Kacie replied, "Thank you!"

Shay turned onto her side, where her hand slipped between the two of them. It began to rise over Kacie's smooth outer thigh, before it found it's way through the peach fuzz of Kacie's strip of hair. Shay began with just a gentle rub, small circles above the opening to Kacie's wet pussy. She could already feel the heat rise from below, as her fingers ran around and around. Kacie watched, before her eyes began to close and soft moans slipped from her lips. Shay watched her respond to her tender touch, rubbing her warm pussy with her hand. "Does that feel okay, sweetie?" Shay asked.

"Mmm, it feels so good!" Kacie responded through deeper groans.

Shay continued on for a little while longer, before her hand changed it up. Instead of running small circles around the top end, her hand started to occasionally slide down and across the pink puffy lips. Instantly, Shay could feel how wet Kacie had grown. The nectar of her young innocent juices seeped onto her fingers.  Shay could feel the wetness slip and slide across her fingertips. She wanted to taste this young woman's nectar, but found it difficult in case Kacie opened her eyes and caught her. Shay felt how soft and puffy Kacie's pussy lips were as her fingers crossed over them, and at times sliding between them as they parted with ease.

"Ooh!" Kacie moaned as she felt Shay's fingers run over her wet pussy. This felt far better than anything she'd ever done before. The feel of another hand touching her brought new emotions inside her warm body.

Shay wet, then bit her lips in anticipation of watching Kacie explode in front of her for the first time. She too was getting just as much pleasure, maybe more so from having the opportunity to explore this beautiful young woman's body.  "Would you like me to put a finger inside?" Shay softly whispered.

"Mmm, oh yes!" Kacie groaned in response.

Shay's hand slid down across the puffy lips. They parted like a butterfly opening it's wings which allowed Shay to gently ease one of her index fingers between. As it slowly slipped inside, Shay felt how soaking wet Kacie truly was. Her nectar coated Shay's finger within seconds of entering her, while she could also feel how tight her pussy was inside.

"OOOH!" Kacie moaned loudly, feeling the wonderful sensation of something, besides her own hand and fingers, touching her not only on the outside but the feel of Shay's finger expanding deeper inside her warm wet hole.

Shay's finger began to slip out, as she rubbed her outer lips a little more. "Did that feel okay hun?" Shay asked.

"Ooh, do it again please. It feels amazing!" Kacie responded, as her head turned to one side. She was lost in the ecstasy that was growing deep inside her warm body.

Shay returned once more, as her hand drove down between Kacie's thighs. Once more, she dipped a finger inside Kacie's warm wet hole. It slipped in with more ease this occasion, as she felt Kacie's inner walls tighten around the index finger. Shay pushed it as deep as she could within, where Kacie's upper body arched in response.

"Ohh fuck!" Kacie groaned loudly, her back raised an inch off the bed as her head dug deeper into the soft pillow.  "Don't stop!" Shay heard Kacie mutter through her groans.

Shay retracted her finger, then thrust it inside once more. A little harder this occasion. As it entered, she curled the tip of her finger and began to give a 'come here' wriggle that sent shock waves throughout Kacie's body. Shay's thumb began to gently rub across the top of Kacie's wet hole, across the hood that protected the small nub of her clitoris.

Kacie gasped and moaned, as her body began to writhe in deep pleasure. It felt like fireworks were exploding inside her tummy, causing small ripples to flow across the soft skin.  "Oh God... oh fuck... don't stop, please!" Kacie moaned, as her hands grasped a tight hold of the sheet she lay upon.

Shay wriggled her finger around inside, slipping and sliding across the soft tissue of Kacie's inner walls of her wet hole. They dripped of her sweet nectar. Her thumb continued to rub softly across the hood, where beneath the clit was being given a workout of it's own that sent shivers and electric shocks throughout Kacie's body.

"Oh fuck ... I'm gonna cum!" Kacie called out, feeling her body begin to tense up.

Shay continued on, taking her own pleasure in helping this young woman orgasm. Her finger began to thrust in and out of her wet hole. Her thumb rubbed back and forth a little heavier, causing deep friction across the hood and clit beneath.

Kacie's upper body thrust forward, where her mouth opened wide as it gasped for an intake of air.  Her body vibrated and spasmed as the wonderful orgasm began to take over every inch of her. She scrunched her face, as her fingers dug deeper into the bed while squeezing the sheet she lay upon. This was the strongest, best orgasm she had ever experienced in her entire life.

Shay continued on, bringing Kacie to the brink of her head exploding at the deep emotional connection she was forming with Shay and her sweet touch. Shay's finger continued to thrust in and out of Kacie's tight wet hole, before Kacie reached down and grabbed Shay's hand with the response of asking her to stop as she couldn't take anymore.

Shay stopped instantly, as she watched Kacie's face reach the pinnacle that every woman desires at the height of an amazing orgasm. Kacie then crashed back down upon the bed. Her bosoms heaved up and down due to the deep breathing that had overtaken her. Sweat dripped from her face, as well as other places upon her soft skin.

Shay slipped her finger free from Kacie's wet hole, before pulling her hand away. "Are you okay hun?" Shay asked her with slight concern after what she witnessed.

"Mmm!" Kacie moaned. "That was the best orgasm I've ever had!" she said as she looked at Shay and smiled. "Thank you!" she added.

"You're welcome hun, now why don't you try and get some sleep!" Shay told her, as she leaned over and gave Kacie a kiss upon her forehead. Shay then pulled the covers back over each of their bodies, before she turned back upon her side of the bed, rolling over to face the opposite way. Sneakily, her hand rose up to her face where the musky scent of Kacie's nectar and wetness still coated her finger. She sniffed the deep scent, causing her nostrils to flare before she ran her tongue across her finger to taste this young woman for the first time. It was the sweetest she had ever tasted she thought to herself.

Shay wanted more. She needed more. The taste and smell clung to her throat and nose. That insatiable passion built up within to a growing lust of making love to this beautiful young woman, to teach her so much more about her own body as well as allow Kacie to explore hers in return. The two lay side by side in the bed before both began to slowly fall asleep as time slipped by.