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It was winter, and the two of them were staying with a friend who had herown apartmen he house was chilly, and they had talked late into the night. As Julie went into the bathroom to change for bed, he and Sara quickly heldeach other and kissed. They scarcely had time for a gentle taste of one anotherbefore slipping out of their warm things and into night dress. He pulled on a pair of boxer shorts and a shirt. She giggled, noticing how poorly they restrained him, and pushed him gently under the covers. She pulled on a long nightshirt that fell to her knees, suspended in a long cascade from the tips of her breasts. She was setting their things aside as Julie returned, in a button-down flannel shirt and sweatpants. Julie's eyes made a brief contactof Sara's behind as the latter slipped into the middle of the large bed.

Julie smiled at her guests. "It'll be nice to have company tonight. I've been so cold lately!" As she stretched to reach the la mp, he glimpsed a flash of midriff glowing pink in the soft light. Then blackness. They all were rocked lightly as they shifted into place. Sara in the middleslept on her right side, and he cupped her body in a spoon. Julie lay on Sara'sright, her head close. Sara could feel his hardness pressed against her back, and began to feel a small core of heat inside of her. But she cautioned herself that they were staying with a friend, and she was uneasy with another person so near. Though it was hard to be Julie was so sweet. They had been friends for several months now. Julie seemedvery comfortable with herself, something Sara envied. But she was coming outof her shell, as he would say. Sara turned her head and kissed his arm, which was threaded beneath her neck. It streched out further still, and Julie lay her head in his hand. Shedid look awfully pretty in the dim orange light of the remaining embers i n thefireplace. Julie was slowly tracing ci rcles on the back of Sara's hand. She felt herself being slowly mesmerized. But there was a tension instead of the growing relaxation she was hoping to feel, was afraid of feeling. Shebecame restless, and shifted about. He whispered a question into her ear, nuzzling it in the process, and she drew herself up. Sliding over him, she murmurred "bathroom," and slid out of the room. Once in the bathroom, she turned to face herself in the mirror. Two crisp peaks in her shirt met her gaze, and she saw she was flushed. Hurriedlyflicking off the light she drew a drink of water and sat down, taking a deepbreath. Her fingers trembled as she drew the water to her lips to sip. Counting to twenty, she tried to recall the meditations he had taught her. She folded up her legs and found her center, her breath becoming normal. Sara darted back into the bedroom and slipped under the covers next tohim, opposite Julie. He turned obligingly and she lay on his arm. This wasfamiliar, this was natural, she thought. Soon she drifted off to sleep. He awoke to extreme darkness. The fire was dead, though some of its heatremained. Concentrating, he found that he lay on his back, and felt Sara curled up to his left, wrapped around his arm. With a mental start he realized that the heat he felt came from Julie, who had closed the distance between themand was now nes tled with her back to him, around his other arm. Stretched but comfortable, he relaxed, concentrating on the sensations of the room. Therewas a low hiss emanating from the fireplace, almost beneath notice. The heavywool blanket weighed upon him reassuringly, and he felt Sara's warm breath dance along his upper arm. The fingers of one of her hands were laced with his.His other hand felt a soft sponginess he couldn't identify. He moved his fingers gently, sliding th e tips along and pressing slightly. As he searched,a bulge formed underneath the surface of the cloth, and with another start he identified the sensation. He was gently stroking Julie's left nipple as his palm cupped her heavy breast. Her faint sigh seemed to roar in his ears and his hand froze. Pressed against him, he felt Julie shift slightly, and the motion pressed his hand closer to her shirt, jostling h is fingers. He waited a moment, unsure of his next move, when a warm, sticky mass pressed against the webbing of his thumb.Julie's tongue slid agonizingly slowly over his knuckle and between his first two fingers. He resumed his inspection of the flannel of her shirt, confirming his identification. He listened closely to Sara's breath, feeling along his left side for wakefullness. She slept heavily, as ever, something they had jokedabout. He knew it would take a fire alarm to stir her before t he morning light. He gently squeezed his palm, grasping a fistfull of Julie and kneading it. Her hips unconsciously shifted as her breath deepened. Her hand closed abou this wrist and pried him from her for a moment. He thought he had overstepped his bounds and was about to withdraw. His arm was being replaced, though this time his hand slipped under the soft cotton and he felt her hot skin touch his.Her breast fairly burn ed as he stroked it, running his thumb over her swollen nipple. Julie rolled back against him and then slid slightly away, lieing on herback. The move slid her chest beneath him and he met the other coral hill asthe shirt fell away. Still he could see nothing, but in his mind he saw themlaying there, Sara deep in sleep, he embracing both women, and Julie with herbosom open to the room, growing warm beneath the blankets . After what seemedseveral hours, she raised her head and pul led his arm from beneath it, layingit across her body. Julie shifted the blankets, pulling their top beneath his arm until it dropped beneath them. His palm lay against her belly, and he discovered with a smile that Julie was an "outie."

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His longest fingers just crested the ridge of her pubic bone. A whisper of motion and he could feelthe smooth skin beneath the sweats. He drew his arm upwards, his elbow grazingher warm breasts, and he set about to untie the drawstrings around her waist.At this odd angle he was clumsy, and his fingernails too short to grasp the tiny knot. He fumbled quietly for a time, until suddenly his hand was shovedaway. He recognized the tearing of a seam in his ears as she thrust his handthrough the torn waistband and over her mons. Now his fingers felt coarseringlets underneath sheer panties, and he scritched lightly in circles atthe top of the hill. With each circle he dipped somewhat lower, until hewas sweeping across the barest hint of a ridge of flesh. He stopped his advances there, pressing more firmly but always only grazing that spot. His hand was nestled in a womb of moist, warm air as Julie began to roll her hips forward with each circle in vain to catchthe fingers as they passed. She was aching, straining for the contact, butwas herself afraid of waking the bed's third inhabitant. As he circled, he felt her we reep up the crotch to meet his fingers and he relented. At the top of his next circle he darted under the string which was the waistbandof her panties. Arching his wrist, he lifted the damp cotton from her and danced his fingers through her hairs. Scratching lightly, his fingers burrowedinward to her center. Her thighs parted involuntarily to make room for him, and Julie's leg stretched over his. He lifted his left leg over hers in an effort to restrain her m otion. As his middle finger slid wetly over her clitoris she thrust upwards and engulfed him. He reached inside of her and cupped her as he had her breast, rocking his palm in slow circles. His fingers were deep inside of her pulsing walls as he grasped her lips betweenhis knuckles and held firmly. With the heel of his hand he pressed downwardsand fluttered his palm, sending vibrations through her spine to explode inher brain. She clamped her teeth on his ar m as her thighs clutched at him and she trembled.

Minutes passed as they lay still. Sara stirred, rolling over to herright. He turned with her, and the motion drew him from her with a soft smacking sound. As Sara's arm slid around his waist in her slumber, Juliecurled on her left facing him in the darkness. She drew his hand to her lipsand delicately licked it. She took a finder in her mouth and languidly rolled her tongue around it, tasting he . As she nursed quietly on him, Sara's hand nestled between his legs as it often did, and was greeted by a warm splash of fluid as he lost control. Oblivious, Sara slept on, and his body slowly relaxed. Julie clasped his hand to her now-buttoned shirt, and he slipped away. He could have sworn he heard the last ember of the fire wink out, though he might have been mistaken.

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