I lay besides her stroking her soft body from neck to thigh, taking plenty of time to feel her pert nubile tits. Lizzy seemed to melt into the covers. All she could mange was a range of sighs. Leaning over I kissed her neck then worked down licking each breast in turn. Oh they felt so smooth but firm to touch. Youthful tits that stood proud even though she was lying down. Now I worked on each hard nipple, nibbling and sucking them in turn. They felt fabulous. Lizzy was writhing now, clearly enjoying the touch. As I worked on her tits, my hand stroked her flat stomach, then continued down to her thigh and slowly back up between her legs which she opened accommodatingly. At the first touch of her wet outer lips she shuddered Ooo that feels so nice. My fingers played a tune on her labia working up and down with just the tips of my fingers dipping inside every now and again. Oh shit thats feels sooo good she purred I slipped one then two fingers inside her well lubricated cunt,. He started to wake up so I quickly laid back down and pretended I was asleep and he bought it so I thought. We both went to sleep that night without any questions.Later the next week my friend john asked if I wanted to come over and swim at his dad's place and I asked if Zach could join me. He said sure and we spent the day over at John's house swimming, shooting hoops, and just doing teenager things. So it came down to whether or not we would stay the night. We all agreed we should and quickly called our parents who also agreed that a sleepover sounds alright. Well there was only one bed so it was decided all of us could share a bed. We put on a movie that had some naked girls in it because well again we were teenage guys. John was the first one to fall victim to sleep, but I was not tired nor was Zach so we stayed up longer watching more movies and dicking around. It was getting later and zach was messing around with a big stuffed bear. He was rubbing up against it and humping it.
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