"thank you katey, but i'm perfectly capable," i answered.

"then can i walk with you?"

"sure."

"i don't see much of you any more, carlee."

"last year in school, i'm exceptionally busy katey."

"you and nathan are quite an item these days, is he taking you to the military ball?"

"i guess so, i mean, he hasn't asked me, but i suppose he will, i'm not sure."

"can we walk down to the creek?"

"oh katey, well, yeah, i suppose we can, these jeans are old."

i had known katey since junior high, we both were orphans, well, semi-orphans, her dad was manager of a grocery store, and mine was in the army. i think her mom died when she was an infant; katey was thin, a little taller than me, had light brown hair and blue eyes, her figure was cute and she stuck out in front much more that i did.

"gosh carlee, it's been ages since we've been here, can we stay a while?" it had been a while and the creek was so pretty, the leaves were beginning to fall and the temperature was just right.

"sure, buddie, do you think the bench will still hold us both?"

katie smiled. "some of my fondest memories are about you and me an this bench. remember the time we went to sleep on it?"

"yeah, i got into trouble, too." we laughed together. katey took a deep breath, her sweater bulged out.

"i'm in a c cup now, carlee." i pinched her left tit, she giggled.

"yeah and mine barely fit in a b, i'm envious."

"oh carlee, you don't have to be envious of anybody."

"oh? that's something i surely didn't know," i answered.

"oh, come on," she said. "everyone knows that you're the prettiest girl in school, and the smartest, and you even have your own boy friend, could have a lot more, if you wanted."

"well, i'm glad to know that i have one fan left in this world," i said, as i put my hand in hers and gave it a squeeze.

"gosh carlee, this seems so right, the two of us sitting here holding hands, i could stay right here with you forever."

i smiled. "it is nice katey."

"carlee, are you going to marry nathan?"

"mosely, god no, up until this year i could barely stand him. yuk, katey, where do you come up with these ideas?"

"he's really nice looking carlee, and i'll bet he loves your b cup," she said. i was kind of shocked.

"he'd probably like your c cup, if he were into cups," i responded, rather quickly. katey took another deep breath.

"mr. milner is the only one who appreciates my underwear carlee." mr. milner was katey's neighbor, he used to be the school custodian. i laughed.

"does he still take them off your clothes line?" katey slipped her arm around my waist and put her head on my shoulder.

"ole milner's gone digital these days sweetheart, now he just takes pictures." i smiled and nuzzled my nose in katey's hair. she slid her hands up under the back of my sweatshirt and hugged me. her hands were so warm, they made me tingle. "carlee?"

"what katey?"

"what's it like?"

"what honey?"

"being naked, in bed with a boy?" i knew she was fishing, trying to get me to admit that nathan and i had been together that away. maybe to tell the other girls, but that wasn't really like katey.

suddenly it started to rain. "god, where did that come from!" i snapped. "let's run for it katey, or we'll be soaked." we grabbed our books, put them over our heads, and we ran.

"my house is closer," she said. indeed it was, by almost two blocks. i finally took my books away from my head.

"shit katey, let's slow down, we're already soaked." the run from the creek was straight uphill, and i couldn't have been any wetter, my hair hung very straight, to my shoulders, so did katey's.

"we'll have the house to ourselves carlee, dad won't be home until around eight." i put my arm around katey's neck.

"i just want to get dry," i said.

katey's house was smaller than ours, god, i couldn't believe it had been so long since i'd been in it.

"brrrrrr," she said. "it's freezing, come on." katey's bedroom was much bigger than mine, i remembered slumber parties here, years ago. she had her own bathroom off it. my feet were sopping, i took my shoes off, my socks were stuck to my feet. i hated to sit down anywhere. my jeans and sweatshirt were ringing wet. i tried to dry my hands on my jeans, big mistake.

"carlee," katey called. "i have a towel." katie walked out of the bathroom with a hair dryer and a large beach towel with a picture of donald duck on it. she wasn't wearing anything. i almost gasped. she was beautiful, naked. her small waist and long legs, big tits and large blue eyes, not piercing, like tammy's, but round, and soft. i was speechless. i couldn't take my eyes off of her, i didn't know what to think, i had slept with katey countless times over the years, and i had never even thought about being naked, she and i, her and i. i couldn't think straight.

"let me get you out of those clothes," she said, "you'll catch your death." she lay the towel over her lap and got down on the floor. "lift this leg a little baby?" she asked. i did, and she removed my wet sock. "god, carlee, your toes are turning blue, give me your other foot?" i was trembling - from the cold? i wasn't sure. when she had removed my other sock, she stood up and pulled my sweatshirt over my head. "are you freezing carlee?"

"yes katey, i am." and sweating at the same time. katey undid my bra and took it off. she tossed it in a pile with the rest of my clothes. she looked at me and i could feel myself starting to blush. she unbuckled my belt and pulled the zipper down, got down to her knees and took them off. i had my eyes closed when i felt her fingertips on the waistband of my panties. i think my pubic hair stiffened as she pulled them off.

"i'm going to put these in the dryer, honey," she said, as she handed me the donald duck towel. i opened my eyes. what in the hell was happening to me. i watched katey walk to the laundry room, her butt jiggled. god, mine was to skinny to jiggle. i started to dry off, heard the dryer kick on, she returned and said: "sit down on the bed carlee, i'll get us some cover." she returned with a fuzzy dark throw, laid it in a chair and plugged the hair dryer in. "your clothes were wringing wet baby, let me fix your hair." she sat down beside me and turned the dryer on. the air was warm. "too hot honey?" she asked.

"no, katey, it's just right," i answered. katey ran the dryer through my hair, then up and down my back, then on my thighs and down my legs.

"your feet are pinking up sweetheart, that's good," she said. she messed with my hair with her fingers, until it was dry. several times i felt her hard nipples on my back. when she was done with mine, she turned the dryer onto hers.

i was very uncomfortable sitting naked here with katie, i grabbed the throw from the chair and climbed upon the bed, pulled a pillow from under the soft comforter, covered up and lay my head back. i felt funny, but better. in spite of the noise of the hair dryer i could hear the rain hitting the window. i closed my eyes, tightly. the dryer stopped and i heard katey padding across the rug. a loud clap of thunder sounded, and i closed my eyes even tighter.

"delicious, isn't it?" she said as i felt her climb in the bed, over me. i opened my eyes, i could barely see, katey had turned out the lights. i could feel her naked hip against my thigh.

"wwwhat do you want from me katey?" i stammered. she put her arm around my neck and cuddled closer.

"i just want to lie here with you carlee and enjoy the storm." she turned toward me and her foot touched mine. her right hand went to my abdomen, lingered for a moment then cupped my left breast. i felt my nipple grow hard beneath her warm fingers.

"katey," i said, not even knowing why i said her name.

"it's alright angel," she said gently, almost whispering, then turned my body toward her and kissed me. her lips were soft, so soft. her tongue rubbed against my front teeth. i opened my mouth a little and katey's tongue ventured in. she moved even closer, her breasts touched mine. as her tongue probed deeper, she put her hand between my legs. parting my lips with her fingers, she inserted one deep inside me. i could feel her shudder, or maybe it was me. she kissed my neck and she pulled her finger back and forth. both of her hands were now exploring my body and she was breathing fast.

"oh god, please touch me carlee." i caressed her breasts as the rain beat against the window. goose pimples broke out on my arms. i moved my hand downward until it was between her legs. warmth broke out all over my body; her clit was hard and very prominent, i rolled my finger back and forth over it, gently at first, then with more pressure. "god yes carlee, please don't stop," she muttered. she put her hand on mine and rolled over on her back. i could hear her finger making a sucking sound and i pressed harder and harder on her clit. i bent my head down and kissed her nipple. katey grabbed the back of my head and pressed me harder against her. my other hand massaged her butt.

"go up in it," she said, and just as i did, she moaned and i could feel her orgasm. her hips bucked against my hand, again and again, until the spasms stopped. i could hear the thunder in the distance, the glow of lightning flickered throughout the room. i started to remove my hand, but katey wouldn't let me. "please honey, not yet," she pleaded. she pressed my palm flat against her labia, then, with her hand on top of mine, she moved it back and forth over it. she didn't stop the motion, only varied the speed. she spread her legs further and further apart, the grabbed my other hand from her breasts and placed it on her abdomen. she rapidly moved my hand, which she was gripping tightly between her legs. my hand was very wet now, katey was on fire. her entire body tensed and moments later i could feel the muscles of her abdomen tighten and relax, tighten and relax, rhythmic at first, then violently.

"oh god," katey sighed as her orgasm mounted. "god," she said again, louder and more fervently as she erupted. her whole body bucked, and i broke out in a sweat. katey laid back, her arm over her eyes, the lightning gave proof to her smile. i took my left hand from her abdomen and placed it between my legs. i was dripping. my hand felt nice there, and i knew that with the slighest motion, i could cum in an instant. katey turned toward me, placed her fingertip to my lips.

"shhhhh, baby. let me do it, like i've wanted to do since i first met you." i was too hot to move, i knew that if i crossed my legs it was all over, i had to have relief, anything that katey wanted to do to me was welcome. a sudden clap of thunder rifled overhead, and the lights went out in the other rooms, followed by a loud "pop!" from outside. a transformer, i thought. the rain beat mercilessly against our side of the house. katey pulled the throw off of me. the hairs on the back of my neck stood up. katey gently kissed my neck, her hands explored my breasts. she then licked my right one while she rolled my left nipple between her index finger and her thumb. i pushed harder on my crotch. she placed her hand over mine, very lightly. she kissed my stomach, stopping at my belly button where she gently inserted her tongue. i sweated more, wiggled my toes. the sound of the rain and the feeling of katey's love.

she moved to the foot of the bed, got between my legs. she lifted my feet and spread my legs. i started to move my hand, but she stopped me.

"no angel, i want to kiss your fingers." she put her hands on my feet, restraining me in this position, then began a sensuous process of licking my wet finger tips. her tongue brushed my clit, and i tried my best not to cum. she licked in between my fingers, and i pulled my hand away, i had to. i put it on my left breast as katey licked deep inside of me, then around my clit, then when she ravished my urethra, i could take it no longer. my uterus convulsed, causing my stomach muscles to painfully contract. i bucked and moaned, knowing that i was probably hurting katey, but not caring. the room took on a pinkish appearance when i blinked my eyes, i had never cum this long, never before.

"oh my god," i said when it was over. she lay beside me.

"you liked that carlee, i could tell."

i smiled. "yeah katie, i did," i said as i kissed her.