A Friend Indeed

Hmmmm... I was too hot to be under the top cover of my sleeping bag so I threw it off of me and rolled on to my side facing Ellie and was almost startled when I saw her pretty green eyes staring at me. "Hey you," I whispered as quietly as I could, "not sleepy yet?"

Ellie kind of half shrugged and whispered back. "Not just yet."

"Can I get you anything? Water? Trash can?"

"No, I'm good, Jen," she smiled, "but thanks for offering."

"Anything for you," I smiled back. My whole plan for sneaking off was temporarily forgotten. I had meant what I said as Ellie was just an amazing person and I loved her!

Ellie looked down shyly, hesitated and then looked back up at my face. "Can I ask you a huge favor?"

"Sure, hon," I whispered back. "Whatcha need?"

Ellie started to say something, but then hesitated. "Never mind, it's silly."

"Well, now you have me interested," I whispered back with a smile and propped my head up on my elbow.

Ellie glanced down for a second and I suspected that she had just looked at my ample cleavage that was now on display. "I just..."

"You just what?"

She shook her head again and closed her eyes.

"Just go ahead and ask me," I prompted. "You know I'd do anything for you."

"Okay," Ellie sighed deeply and looked me in the eyes. "Jen, I'm never going to be blessed like you are." She dipped her chin a bit indicating my chest.

I blushed and couldn't help but smile a little.

She took a deep breath like she was getting her courage up and then whispered, "I'm just so curious what they would feel like... would you mind... I mean...can I touch them?"

As buzzed as I was, I really didn't think twice. I shrugged my shoulders and nodded before whispering. "Sure, go ahead."

"Seriously?" Ellie seemed shocked. "You wouldn't mind?"

"Not at all," I whispered. "I'm still not really used to them either, so I can imagine what you must think - oh, Ellie, I'm so sorry, that didn't come out the way I meant it to."

Ellie smiled. "No worries, Jen. I know what you meant and you're right. So you really wouldn't mind?"

"What are friends for?" I quipped and then sat up and took my shirt off again. "Might as well let you get a good feel, right?"

Ellie's face had that strange look on it again as she hesitated. She sat up slowly. "Yeah, might as well."

I turned to face her sitting criss-cross applesauce and she sat up and mirrored my position. I scooted a little closer to her and not sure what to do with my hands, I just let my arms fall to my side. She reached out a hand and right before she made contact with my skin, she hesitated again. "Are you sure this is okay?"

I sighed and grabbed both of her wrists and firmly placed her hands on my boobs. I smiled and whispered, "I'm sure."

Ellie just sat there with this wondrous look on her face, not even moving. She slowly and cautiously moved her hands so that they were cupping each of my breasts and then scooted just a little bit closer. Without a second thought, I uncrossed my legs and put them outside of her legs to give her better access to 'my girls'.

"They're so big," she whispered in amazement. She first lifted one up in her palm and then the other, "and heavy."

I stifled a giggle. "Yeah, tell me about it. Try running with these things. I have to wear two reinforced sports bras now just to try and keep them in check."

"Wow," Ellie commented as her hands squeezed gently. "But they're really firm too, Jenn."

I grinned. "Thanks."

"I mean," Ellie continued to gently squeeze and rub each of my breasts and it was starting to feel quite nice, "do you know how much money some women pay to get tits like these?"

"I hadn't thought about it much," I whispered and practically gasped as she ran her thumbs across my nipples.

"They are really, really nice, Jen," Ellie kind of nodded to herself, "and your nipples are like the perfect size for them."

I put my arms behind me for support and without thinking kind of pushed my chest forward a little as Ellie continued caressing and exploring my boobs. I could feel my pussy getting wet again. My goodness, this felt great. When she rubbed her thumbs across my nipples again I closed my eyes and let my head fall back as a little sigh escaped my throat. I was actually really disappointed when she took her hands away.

I opened my eyes and noticed that Ellie was sitting much closer than I had realized, but didn't think there was anything weird about it - she just needed to get in a good position to feel my boobs, right? I glanced down and saw that her panty covered crotch was only inches away from mine and for some reason that made me kind of excited. I wondered if she was wet too. But wait, why would she be? Oh yeah, I was definitely horny with all these crazy thoughts popping into my head.

I looked back up at her face as she took her shirt off too. I watched as she undid the clasp of her bra in the front and was a little confused as to why until she scooted just a little closer and then stuck her chest out until our breasts were almost touching. I finally got it that she was doing a comparison.

"Sheesh," she muttered quietly as she looked down at her cute little B cups. "Not even close."

"Awww," I sympathized, "but yours are so pretty, El. They're like perfectly shaped."

She unconsciously rubbed her hands over them, covering up and then looked back at mine. "I'm not even going to pretend that I compare to you."

"No, seriously," I leaned forward and spoke earnestly, "yours are really great. It doesn't matter if they aren't that big or whatever, they're really nice and look perfect on your frame."

"You really think so?" Ellie's face looked so vulnerable. She slowly took her hands away and I felt like she was opening up to me and I just knew in my heart that she wanted me to touch them, so that I could reassure her.

I smiled and put my hands gently on her boobs and gave them a soft squeeze. "You are beautiful Ellie and your boobs are spectacular."

"Awwww," Ellie smiled and blushed, "thanks, Jennifer."

I continued to gently squeeze and rub my hands over her breasts, the pads of my thumb brushing against her nipples. "All boobs are awesome regardless of how big or small, ya know?"

"Mm-hmmm," Ellie agreed and closed her eyes.

"We women are beautiful and sexy and we just rock," I tried to keep my voice down. I was actually kind of enjoying this - her breasts were really warm and so soft.

"Mm-hmmm," Ellie agreed again and was breathing a little heavier. She still had her eyes closed and was starting to lean her head back.

I gave her boobs a final little squeeze and giggled again. "Don't fall asleep on me, El."

Her eyes shot open as my hands left her skin and she shook her head and mumbled, "No chance of that, hon."

I started to extricate my legs from our entangled position and she stopped me with a hand on my thigh. "Can I have just one more little feel?"

I sighed and looked at her with my head cocked. "I need to get some sleep, goofball."

"Pretty please," Ellie batted her eyes at me, "with sugar on top?"

"Fine," I sighed melodramatically but couldn't hide my little smile as I put my arms behind me to support myself and leaned my boobs towards her. She wasn't nearly as tentative this time as her hands went right to my breasts and began to softly explore them. She didn't miss a single inch of my flesh and her hands felt amazing as they caressed and rubbed. I closed my eyes and leaned my head back like she had done.

My breath caught as her thumbs rubbed circles around my nipples and then she actually gently pinched them. I was really starting to get lost in the feeling when I heard her whisper.

"What?" I opened my eyes.

"I want to ask you another question," she replied with her hands still full of my tits.

"Okay... what?"

"I'll skip the whole embarrassing hem-hawing conversation on the subject of whether or not you masturbate, because we both know that we all do it," Ellie quietly explained. "I was just wondering if you spend a lot of time on these when you do."

I furrowed my brow in thought before whispering, "Yeah, I guess I kind of do. Do you?"

"For sure," Ellie nodded, "mine are super sensitive and I love playing with them. I was just wondering because I've read that some women can actually achieve orgasm from just having their breasts stimulated."

"Seriously?" I was not aware of this. "Have you ever?"

"No, I've tried, but I think I'm lacking in that one thing," she replied.

"What do you mean?"

"My boobs aren't nearly big enough to be able to suck on them," she shrugged like it was no big deal as she continued massaging my breasts. It was starting to feel so good that it was actually getting really hard for me to concentrate on what she was saying.

"What are you talking about?" I was really confused and couldn't focus on what she was saying. My pussy was throbbing with need and my boobs ached from being played with. I was really going to need to find a release soon.

"Are you kidding me?" Ellie asked. "You've never sucked on your own nipples before? As big as these things are, it ought to be easy for you."

I sat up straight and looked at her like she was trying to get one over on me. "No, I've never tried that. Why would I?"

Ellie removed her hands from my chest and made me lean up so she could take my hands in hers. She leaned really close to my face. "Jen, are you telling me you've never let a boy suck on your tits?"

"Nope," I whispered honestly. "I've only let them feel me up over my shirt. That's as far as I've gone."

"So you have no idea what you've been missing," Ellie smiled deviously. "You have so got to try it - you will not believe how good it feels."

I glanced towards the end of the room where just around the corner Gina and Lori were sleeping. "You want me to try now? Here???"

Ellie shrugged, "why not?

I looked down really confused and unsure. "I don't know, El. What if Gina or Lori need to use the bathroom or something? I'd be so embarrassed if they caught us."

Ellie acknowledged my use of the term 'us' with a little smile at the corner of her mouth. "They aren't going to come in here - those two are sound asleep, I'm sure."

"I don't even know how - " I began, but Ellie was already up on her knees and crawling around me to get directly behind me.

"Trust me, it's easy," she cooed in my ear, "and you are going to be thanking me for showing you this once you know how good it feels."

"Okay," I relented nervously. "So what do I do?"

Ellie reached her arms under me from behind and firmly cupped my breasts. She pushed upwards on my right boob, kind of squishing it a little so it was really pushed up and whispered in my ear, "Just lean your head forward and stick out your tongue and see if you can reach your nipple."

I tentatively leaned my head forward like she had instructed and was surprised at how close my nipple was to my face. I gingerly stuck out my tongue and realized I could easily lick my own nipple. I gave it a firm lick and it was like electricity shot through my body.

"Oh, fuck," I whispered.

"I told you," Ellie said into my ear as her fingers gently pulled and pinched at my left nipple. "Go ahead and put it in your mouth."

I closed my eyes for a moment as the butterflies in my stomach turned into sparks in my panties. What the hell was happening? This was so intense with Ellie's lips against my ear and her hands on my breasts. My mouth opened as I leaned my head forward and captured my nipple between my lips. My hand took over for Ellie's as I pushed upwards on my boob and ran my tongue over my nipple. I felt it get harder in my mouth and immediately I made a little moaning sound in my throat. This felt so fucking good.

"I have to say, Jen," Ellie whispered again with her lips right up to my ear. "You look so incredibly hot doing that. I mean, just watching you has my panties soaking wet."

"Holy shit, El," I breathed heavily. "You were totally right, this feels fucking fantastic!"

I dipped my head back down and put my nipple back in my mouth, sucking and licking it and moaned again when I let my teeth graze against it. I had my eyes closed and then I froze as my breath caught. I felt that same warm, sensuous feeling on my left nipple at the same time. My eyes flew open and I lifted my mouth off my tit to look down at Ellie who had crawled around to the side and had taken the nipple of my other boob into her mouth.

I was totally shocked. I couldn't move. I was dumbfounded at seeing Ellie's beautiful green eyes looking up at me with such heat in them. Why was I letting Ellie suck on my tit? Why did it feel so fucking unbelievably good to have someone else suck on my boob? But more importantly, why was I more turned on right now than I have ever been?

"El, what are you doing?" I finally managed to mumble although I didn't make any moves to stop her.

Ellie let my nipple escape her mouth with a little popping sound and moved up so she could whisper in my ear again. "Honey, I knew I had to let you experience what it feels like for someone else to suck on your tits."

"You did?" I whispered dumbly.

"Yes, I did," Ellie replied and softly kissed my neck below my ear. "It felt really good, didn't it?"

"Yeah."

"Do you want me to do it again?"

"Okay," I whispered back, really confused but so turned on I couldn't think straight.

Ellie lowered her head back down to my breast and began sucking and licking and nipping at it with renewed vigor. I felt myself leaning backwards until I was on my back before I realized it. Ellie smoothly transitioned so that she was beside me with her leg thrown over mine. She lavished all of her attention on my breasts like she couldn't get enough of them until I started to whimper in pleasure and my hips started to squirm like I couldn't control them.

Ellie took this as a sign that I was turned on enough to go a step further. She stopped kissing and sucking on my breasts long enough to lean up and whisper in my ear again, "I know you are really turned on, Jen. Let me help you out, okay?"

"Huh?" I could barely speak. "Um, okay."

"I'm just a friend helping a friend," she cooed in my ear. "It's no big deal, okay?"

"O-o-okay," I croaked.

She lowered her head again to my boob and I closed my eyes at the fantastic feeling of her tongue on my nipple. She caressed and rubbed my other breast and then switched to sucking and licking my other nipple and then I felt her hand ever so gently rub up and down my stomach as she continued to suckle me. I didn't care, it all felt so good that I never wanted it to stop.

"Is this okay, honey?" Ellie, back in my ear again, asked me in the softest whisper. One of her hands continued to caress and massage my breast as the other rubbed lower and lower down my stomach.

"Uh-huh," I gasped.

"I know you need release, sweetie," Ellie softly kissed my neck and I moaned a little as her hand went further south and she ever so gently cupped my pussy in her palm. "Is it okay if I help you out?"

I nodded my head with my eyes closed, afraid to try and speak.

"Good," Ellie kissed my neck again and began to ever so gently squeeze my pussy in the palm of her hand through my boxers, "because I love being able to help my sweet friend."

I couldn't do anything but try not to make any noise that would wake our other friends. Whatever she was doing felt like nothing I had ever experienced before, even when I masturbated. This was a whole new level of ecstasy for me. She moved her lips to my neck and then kissed her way back down to my boobs and started licking and sucking my nipple again. My head was spinning with desire as she sucked on my tit and rubbed my pussy. I couldn't help myself as I actually moaned out loud.

"Shhhhh..." Ellie cautioned me as another little moan escaped my lips and then I guess she did the only thing she could think of since both of her hands were busy. She raised her head up and covered my lips with hers. I opened my eyes in surprise and then they shut again as her hand had slipped down the front of my waistband.

My mouth opened involuntarily as her hand was now cupping my naked pussy. Ellie gently slipped her tongue in my mouth as her palm put pressure on my swollen clit and her middle finger just barely parted my pussy lips. Her tongue tentatively began to explore the inside of my mouth and I couldn't help but think that Ellie was hands down the best kisser I had ever experienced. Her mouth was exquisite as she continued to kiss me and then her finger dipped down and the tip went inside of me and I threw my arms around her neck, kissing her back passionately as my orgasm began to build. Ellie could sense that it wouldn't take me long as her kiss deepened and her finger that was now coated in my juices moved up and brushed against my swollen clit. My legs began to shake a little as the orgasm was building and then her finger began to stroke faster and make circles around my clit.

My hips lifted up in the air to meet Ellie's touch and I grabbed fistfuls of the sleeping bag as the most powerful orgasm I had ever felt in my life began to course through my body like electricity. The feeling didn't stop when a second and even more powerful orgasm literally starting overwhelming my senses. It washed over me with a crash as Ellie put her finger fully inside of me while her thumb continued to rub my clit. It felt like I came for hours and I think I just about passed out from the intensity of it.

The last few spasms finally started to subside and I just laid there panting as Ellie softly kissed my neck and stroked my hair. I finally turned my head and looked her in the eyes.

"Wow."

"Yeah," Ellie's giggle was so damn cute. "I agree...wow."

She craned her neck forward and her lips pressed up against mine ever so softly and then she whispered. "It will be our little secret."