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My recollections of an unbelievable incident.

She slowly eased it up his body until he helped her pull it off. He then caught her off guard by pushing her roughly on the bed. Jillian landed with her legs open, feet flat on the bed, and Steve was quick to lie on top of her. Again his mouth was on hers, this time he was grinding his crotch against her.

"Mmmph!" she sighed into his mouth, bolts of pleasure shooting up her spine as he rubbed his bulge against her crotch. It felt so incredible; she closed her eyes and threw herself into the kiss. Her feet began to caress up and down the outside of his legs, her hands caressed the warm skin of his back.

Steve broke the kiss and began to trail his lips down the soft skin of her neck. He gently kissed down her chest as she gasped for breath. He kissed down the small slope of her cleavage until he reached her bra. Hand shaking, her nervously brought his hand up to her shoulder and grabbed her bra strap. He slowly eased it down her arm, inch by inch, until the cup of the bra drew away from her breast, revealing to him her light pink areola for the first time. His heart soared at the sight, and he bent and briefly took her erect nipple into his mouth. Tingles shot from her breast to her crotch as he released her nipple. She was panting beneath him as she watched his tongue trail a circle around her areola.

As his tongue teased her breast, his hand was rubbing her pussy over her jeans, driving her insane with need. He began to slowly kiss down the pale skin of her taut belly until he reached the top of her pants. They were open, and he could see her white cotton panties underneath. Gripping the sides of her jeans, he tugged downward. Jillian found herself raising her ass off the bed and allowing the best friend of her boyfriend to pull her pants down her sexy legs.

She pulled her feet out of them, one by one, and he pulled her socks off at the same time. The woman of his dreams now lay before him dressed only in a skimpy pair of wet panties, and a bra that was half off. He lay between her legs and kissed her stomach just below her belly button. Jill felt tingles shoot up from her crotch in anticipation. He was so close to where she needed him to be!

He could smell the strong scent of her arousal as his lips trailed across her skin just over the top of her panties. Steve kissed her pussy lips over the thin material, and was caught off guard by just how wet the cotton was. Jillian gasped, toes curling as bolts of pleasure shot up her body. He placed his mouth over the lips of her cunt and sucked gently through the cotton.

"Ohhhh..." she sighed, squirming. She found herself reaching down between her thighs and holding his head in place as he ate her out over her underwear. She was writhing her pussy up off the bed, the feelings inside her grew more intense. Steve could taste her wonderful juices through her panties, and he sucked harder, his hands sliding underneath her ass.

He placed a thumb at the side of her panties and slowly pushed them to one side. Gradually, the pink swollen lips of her pussy became exposed to him, and his heart soared with desire. He kissed them softly, and she gasped as the electricity raced up her body. She was gasping for breath, completely wired over this fantastic new experience.

His tongue shot out and he slowly ran his tongue up from the bottom of her slit up to the top, gathering her juices. He teased her tiny button lightly, sucking it briefly into his mouth before releasing it. Steve grabbed the sides of her panties and tugged downward. Helpless to resist, Jillian raised her ass up off the bed and allowed her boyfriend's buddy to slowly slide her skimpy panties down her sexy legs. She pulled her feet out of them one by one, and placed them flat on the bed wide apart for him.
He dropped the dainty things on the floor, hypnotized by the sight before him. Her neatly trimmed pubic hair framed the swollen lips of her pussy in what was a perfect rectangle. Her smooth, sexy legs were spread wide, and she trembled before him.

Her heart soared in anticipation as she watched Ste

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