Three Friends

        The three were good friends, as good as friends could be. Jane and Rita
had met in the sixth grade. Ben, he had always seemed to be there, like a
brother or a cousin. He lived in a house up on the hill, the two girls lived at
the foot. They could party together, talk together, or just be together.

        Jane wasn't beautiful, but she had a way with men. Her long, light
brown hair and ready smile attracted men. She went through boyfriends like most
people went through twinkies. It was uncommon for her to show up anywhere with
the same guy twice. Every man seemed to have a crush on her, or have had one at
one time. Rita was different; she had one boyfriend for the past year, Chas.
Chas was a football player who had originally been going out with Jane. He was
tall, dark haired and dark eyed. He instantly entranced Rita with his charm and
masculinity. Jane and Ben were afraid; they knew Chas's reputation and were
afraid that Rita might get hurt.

        One weekend, Ben's parents had left for a week to go to Hawaii. Ben was
sitting around the house, waiting for one of his friends to call him for a
party. He was careful not to let anyone know his parents were gone--parties
were fine, but he didn't want to clean up afterwards. His thoughts turned to
his girlfriend, Tracy. She had dumped him when she moved. Ben tried to take it
philosophically, but his heart wouldn't let him. He wished that his emotions
were more like Jane's. The phone rang.

        "Hi?" he answered.

        "Ben? Are your parents gone?" It was a measure of how close Ben was to
Jane to let her know this.

        "Yeah... Why? You sound upset."

        "We need to use your house."

        "We?"

        "Yeah. Chas just dumped Rita."

        "Come on over." Ben knew what this meant. Rita was so in love with Chas
that she would probably be suicidal with grief. Rita's parents would be
unsympathetic. A typical comment form them would be "that's what you get for
dating a jock". Jane's parents were probably throwing another party. They were
great at partying. Unfortunately, they were not very quiet parties. Ben's house
was the only place were they could console Rita.

        Jane met Rita at the door. Her fair skin was red from crying. When she
entered the rainy night, the tears were lost. Jane tossed a portion of her
yellow parka over Rita's red hair. Rita just grabbed Jane around the shoulder.
They climbed the hill to the Mansion-the house were Ben lived.

        The steps that ran along the driveway were narrow and difficult to
negotiate in the sunlight, much less on a rainy night. Lightning brightened the
scene for a moment, then thunder lashed the couple. They hurried  until they
reached the gate.

        "He dumped me for Trisha. She has bigger tits." said Rita. "It'll be
all right..."

        Jane punched in the code and the gates opened, revealing the final
climb to the Hofsteader Mansion. It was a large, Victorian type structure that
had been added on to each successive generation of Hofsteader. Many of the
architectural styles clashed with each other. Ben's uncle Jerome had taken a
fancy to flying buttresses, and had constructed a large stone hall on the east
wing. Ben's father preferred a more modern style- a large obelisk shaped tower
stood opposite the stone hall. Ben's father and Jerome had always been at odds
with each other. They were twins. As the two looked up to the house, each got a
different impression. Jane saw the lightning glare off of the black glass of
the obelisk, while Rita saw only the brooding hall.

        They reached the entrance hall, a towering stone construction that
guarded twin doors. As they broke the beam on the door trigger, the left opened
slightly, showing itself to be unlocked. Jane hugged Rita, and they entered.

        "Your soaked! Good thing I started a fire" Ben was being artificially
cheerful. Jane gave him a look as he led them into the front room. Ben nodded
and pulled out two large comforters. He tossed them in front of the fireplace.
Jane and Rita ducked underneath.

        "Why? Why did he want Trisha? She's such a bitch." Rita and Trisha had
almost come to blows numerous times. Mainly, it was Trisha's pompous attitude
towards anyone who she could be pompous towards. Trisha was one of those rich
type of girls without much else. She had looks, but not personality.

        "She'd be hard pressed to rub two brain cells together," mentioned Ben.

        "Ben..." said Jane. She leaned over and whispered something into his
ear. Ben went out of the room.

        "I understand...." Rita was shivering from the cold rain. Jane hugged
her closer. Rita slowly cried in Jane's arms, her fiery red hair mingling with
Jane's brown. They sat there for a few moments, Rita just crying and Jane
rocking her gently as she dried out.

        Ben returned with three mugs. "An old family secret. Warms the heart,
soothes the soul and clears the sinuses." Ben sat down next the girls on the
dark blue comforter and handed them their drinks.

        "What is it?" asked Jane quietly.

        "Just some hot chocolate." Jane took a swallow and nearly sputtered.

        "With bourbon." Jane winked at Ben. Rita drank some out of her mug. Ben
put an arm around her and hugged her tight.

        "It's just because she shows off her butt and tits. I can't believe
that he did that. I loved him. I would have done anything he asked me. But he
never asked me."

        Jane got up and motioned towards the bathroom. She had drank all of her
cocoa and was obviously discomfited. Ben picked small Rita up and set her in
his lap. He stroked her hair and told her it would be all right. Jane came back
in. She reached to turn of the bathroom light and hit the wrong switch. A
screen slid out of the ceiling and a projector started to whir.

        "Ooopps..." said Jane.

        "Don't worry, you didn't break anything. Just hit the..." The movie
started up. His parent had evidently left in a porno flick. A very well built
blond woman was slowly fucking herself with a dildo. Jane hit five or six of
the wrong switched before she shut it off. Enough time for Rita to look up and
see.

        "Is... is that kind of woman attractive?" she asked.

        "Well... kinda." replied Ben.

        Jane gave him a dirty look.

        "Sometimes, Chas would kiss me. And we would get into the back seat of
his car. And he would touch my chest, and my nipples."

        Jane came down and hugged Rita again. Ben was a little mortified, but
he held her tight.

        "I would feel, well, strange. Y'know, all fuzzy. And I'd feel hungry
for something, something Chas wouldn't give me."

        "Didn't you, well.... um.... " Jane was blushing slightly. Ben was
blushing heavily.

        "Didn't I what? What was I supposed to do when he kissed me and left me
at the door?"

        "Well, um.... didn't you play with yourself?"

        "Huh?"

        "Y'know....ummm, touch you pussy with your hand."

        "No."

        The alcohol had begun to take its affect on Rita. She could never hold
her liquor. It had seemed to lower Jane's inhibitions also. "Didn't you want
to?" said Jane.

        "I didn't know how. Have you?"

        "Well, yes. Sometimes, when a boy was afraid or I was just lonely. Most
when I was lonely. I get very lonely, even when boys call me and go out. They
just leave me alone afterwards. I get all excited after kissing them, and then
they leave. And even when they don't, it usually only takes them a few minutes
to finish. And I still feel lonely." She spoke slowly, almost dreamily.

        "Can you show me?"

        Jane's eyes widened slightly at the suggestion. She looked at Ben,
maybe for reassurance. Ben nodded.

        Jane raised her skirt. She had on some lacy panties, with very light
pink borders.

        "First, you have to make sure you get excited. It doesn't work unless
you can feel it," said Jane. She began to unbutton her blouse, revealing a
racer-back bra. She began to stroke just the outside edged of the bra. Then she
tucked her legs under herself. She began to tease her nipples through the
fabric of the bra. Ben pulled Rita's shirt over her head and mirrored Jane's
motions on Rita. His large hands circled the cups of her bra.

        Jane gently squeezed the nipples between her fingers. Her face was
intent in its gaze on her breasts. She was involved deeply, but not enough to
forget herself.

        "The nipples are the first step. Don't just jump over them." She began
to open the front of her bra. Ben fumbled with the clasp in the back of Rita's
bra. Jane leant closer and helped him unfastened it. Rita removed it and began
to caress her own small breasts. The large nipples stood out from excitement.
Ben gazed with awe at them. They seemed to him to be perfect. His hands covered
hers, simulating the motions she was making. Jane took one of her tits and
lifted it to her mouth. Her tongue darted out and touched just the tip. She
then leant over and kissed one of Rita's breast. She rubbed the nipple of her
own breast with her left hand, and Rita's with her right. Then she leaned back.

        Her breast were full and warm. The tan line of her bikini cut across
their tops. She traced this line with her finger, and the began to stroke her
erect nipple. Rita took one of her Jane's breasts in her hand and squeezed
gently.

        "They're so much bigger than mine."

        "That doesn't matter. Just make sure that you use them."

        Rita leaned forward and kissed Jane's breast lightly on the nipple.
Jane quivered slightly, just noticeable to Ben.

        Jane's hands slowly stroked her whole body, an gentle pattern of
loneliness and unquenched passion. She put her hand on top of her skirt and
slowly began to knead the material. Ben's hands were still massaging Rita's
tense nipples. Ben's head was covered with the Rita's red hair.  Rita moved her
hand to her crotch. Rita's gaze was fastened on Jane.

        Jane's other hand began to caress her inner thigh, stroking the tan
muscle and skin. Her long skirt began to impede this. She unbuttoned the back
quickly and removed it. She was already beginning to sweat in the warmth of the
fire. Rita unbuttoned the fly on her jeans and pulled them off. She was wearing
sheer, silky black panties. They were sticking to her damp cunt.

        "I bought them for Chas. He never saw them..." The insides of Rita's
thighs were white. A few stray, very red pubic hairs peeked out from beneath
the black silk. Her erect clit pushed against the fabric.

        Jane rolled on her side and slowly stroked her round butt. Bens hand
reached out and patted the curve of her bottom. His other hand gently cupped
Rita's backside. Jane lay on her back and began to open her legs to Rita.
Rita's legs duplicated Jane's actions. Jane began to stroke herself through the
fabric of her now damp panties. Rita's panties were wet through with her own
excited juices.

        "When you can't stand it anymore..." Jane slipped her thumbs beneath
the waistband of her panties and pulled them down to he ankles. The slipped
around her foot. Ben removed the black panties slowly from Rita. Rita's eyes
were fixed on Jane's cunt. It was dark with pubic hair, but spread open. The
normal pinkness had been turned to red by her passion. Her clit popped out from
her body like her nipples.

        "Look deep. You can see that this is what your like. All women are
alike physically." Jane slid a finger into her cunt, and then licked it. It
tasted of the sweetness of passion, but also of the bitterness of want. Rita
spread her legs and exposed her inner self to Jane. She slowly tasted herself
also.  Ben, too, inserted a finger. He quickly withdrew it, however. This
seemed to be a ritual among women, and women only.

        Jane stroked the swollen lips of her cunt slowly, from bottom to top.
She was slowly spreading her legs wider, and more and more of her was becoming
visible. The wet inner flesh glistened in the firelight. Rita began to copy
her, but then inserted three fingers into her wet cunt. Jane's juices wet her
finger. Her left hand came down to manipulate Rita's clit. Rita's hands moved
quickly over her inflamed cunt. She used her whole hand to stroke herself with.
Jane's hand moved furiously over her wet, excited clit. Ben could smell their
womanly scent fill the room. The juices inside of the both of them began to
flow more quickly. Jane climbed up into Rita's lap. Both of their hands moved
intensely at their crotches. Rita began to moan gently. Her body became tense
and hard against Ben. Ben's hand grabbed  her nipple and gave it a twisting
motion. Rita began to tremble gently, and her heavy breathing became erratic.
The only sound was her moans and the slipping noise of her flesh against her
flesh. Her dampness dripped onto Ben's jeans. Jane used both hands on Rita's
cunt. Rita came in an explosion that made her head spin with pleasure and
warmth.

        "Ben, I can feel your hard dick against my ass." she said.

        "Ben... let me touch your cock," said Jane. Jane reached underneath
Rita and touched Ben. He rolled out from under Rita, who had paused
momentarily. Jane unzipped the fly of Ben's jeans. Ben's cock popped out, hard
and already glistening. Rita began to stroke Jane's pussy when she bent over to
touch the cock. Jane began to move with Rita's rhythm, slowing building to the
climax she knew was to come. Jane was fascinated by the cock in her face. She
leaned forward to kiss it on the glans. She tasted the sweet flavor of Ben. She
moved forward, past his inflamed penis and kissed his nipples. As Rita's mouth
replaced her hand on Jane's cunt, Jane gasped in pleasure and surprise. Ben's
hard dick pushed against her belly.

        Jane moved up and kissed Ben on the lips, hard and deep. Their tongues
touched each other. Then Rita began to stroke Ben's cock slowly with her
still-damp fingers. Jane moved her warm, damp slit up to Ben's face. His tongue
gently reached out and licked her inner thigh. She quivered against him. Rita
gasped as she inserted Ben's cock into herself. She began to pump rhythmically
with her hips while grabbing Jane's round ass. Ben reached up and turned Jane
towards Rita. He then began in earnest, his warm tongue sliding in and out of
Jane's cunt. Jane began to kiss Rita hard. Rita felt Jane's hard nipples
against her own. She began to stroke both of them at the same time.

        All three of their motions mounted. Rita began to pump her hips
quickly, moving her cunt so the Jane could feel the inside. Jane's fingers slid
across her erect clit. Ben's hands held Rita's ass tightly, caressing the
pleasant softness. Bens tongue felt soft and warm in Jane's cunt. Her cunt
began to contract and expand. Ben kissed her on her lower lips and began to
suck while Rita kissed her nipple hard. They all three clenched each other and
came in furious orgy of kissing, stroking, moaning and touching. They collapsed
that way, arm in arm, with Ben still inside of Rita and Rita still hugging
Jane.