Disclaimer: I do not own 2 Broke Girls. I do not make any money from the writing of this story.

Authors note: This is a story based on 2 Broke Girls and takes place during Episode 2 of Series 3.

Keywords: FF, Fist, Oral

2 Broke Girls: 2 Broke Girls In Love Part 3
by MTL ([email protected])

Max Black had been very cranky all day. Which wasn't unusual for her. In fact it was pretty much her factory setting, but she was snapping so much Earl had to ask on more than one occasion if everything was alright. Even Han asked, in between half-hearted threats to fire her. She wouldn't tell the gnome anything, however she was used to confiding in Earl and when she didn't it was obvious to everyone this was bad. But she couldn't tell him about this. She just couldn't. She couldn't tell anyone. Not just because it would lead to a ton of jokes at her expense, but because she couldn't figure out her thoughts in her own head, and that scared her. It scared her a lot.

Ironically she normally paid good money to get her head messed up, and normally after good sex she was at least in a mildly good mood, sometimes even letting customers off when they came into the diner wearing something ridiculous. Of course she hadn't had good sex. She'd had amazing, life changing sex. She'd had the best sex of her life with her female roommate, and now she wasn't sure what to do.

She wasn't gay. No really, she wasn't. But for some reason she was drawn to Caroline Channing, former New York socialite who if she still had all her money wouldn't give Max the time of day, wouldn't talk to her or even look at her twice, but somehow they had become best friends and that friendship meant everything to Max. Caroline was the only good thing in her life, she couldn't just ruin it with sex. And in her experience, sex ruined everything without fail. Just look at her list of ex-boyfriends. Half of them were former friends, co-workers and familiar faces she'd taken things further with only to ultimately lose them forever. She couldn't allow that to happen with Caroline, and did she mention she wasn't gay? Because regardless of what happened over the last 24 hours she was very much not gay.

Max had to make Caroline see that. See that Max was straight and going down that road with each other was a bad, bad idea. The worst ever, and that was really saying something given Max's track record. Anyway, Max needed to put a stop to this. She'd been thinking about it all day, and ultimately she decided she couldn't go back to her crappy apartment and talk about this with Caroline because she probably wouldn't be able to stop thinking about last night, and that would lead to more incredible lesbian sex, and then Max's head would become even more messed up. So at the end of the day, when pretty much everybody had gone home anyway, Max grabbed hold of Caroline's wrist and marched her into the giant freezer at the back of the store.

Given they had done this a lot without incident Oleg had given up trying to eaves drop on them, which was ironic because for once this might lead to lesbian sex, but Max tried to put that out of her mind and concentrate on remaining calm. So, once they were safely behind the closed giant metal door, she smiled and gave Caroline her best casual, "Hey."

"Hey." Caroline said suspiciously, "Max... what's going on, why did you drag me in here? Oh, is it to have sex? Because if we're going to have sex then we should probably move one of the shelves in front of the door first, just to somewhat shield us if Oleg comes in and thinks he's been missing daily shows for the past few years."

"No, no, no, NO! God woman, you're worse than a guy!" Max scolded indignantly, before sighing, "Look, I just want to talk."

"Max, you don't have to say anything." Caroline said softly.

"Yes, I do." Max sighed solemnly, but then was interrupted again when she tried to continue.

"No, you don't." Caroline insisted, "I get it. You're scared. I get that because I'm scared too, but I'm done running from the way I feel about you. About other girls. That's why I asked Sophie to hook me up with a date."

Max frowned, "What?"

"A date. I've got one. With another girl." Caroline explained as she took a couple of mildly threatening steps forward, "That doesn't bother you, does it Max?"

"No, not really, because when you get axe murdered I'll have the apartment and our business all to myself." Max shrugged, going for nonchalance which was completely ruined when she snapped, "God Caroline, a blind date? Really? Don't you know what kind of desperate freaks agree to those?"

"Haven't you had more than a couple?" Caroline countered.

"Exactly." Max joked, and then after Caroline gave her a look she added, "But seriously, I can go on blind dates because I can handle myself. And I like having weird stories to tell."

"So, I can handle myself." Caroline said indignantly, and then when Max scoffed insisted, "I can!"

"You can't handle a spider in the bathroom." Max counted.

"This is totally different, and you know it." Caroline whined.

"And yet the result will be the same, you calling me for help. Which means I'm going to have to be close by to give you that help." Max groaned as she realised what she had to do, "Ugh, where are you meeting this Ellen-lover?"

"Why would I tell you? So you can show up and ruin my date?" Caroline frowned.

"No, to stop your skin from becoming some cross-dresser's purse." Max quipped.

"Are you sure this isn't just an excuse to tag along?" Caroline questioned, stepping into her friend's personal space, "Cause, if you're jealous just say the word and I'll go out with you instead. You know you're the one that I want."

"Ha, you wish." Max scoffed, "Now tell me where you meeting this girl or I'll tell Oleg we had sex."

Caroline glared at her, and then explained, "She'll be here after my shift. Then we'll go somewhere else."

"Wait, what?" Max exclaimed, seconds ticking pass as she tried to wrap around this new information, "Wow, now I know this girl doesn't deserve you."

"Again, you sound kind of jealous." Caroline pointed out with a grin.

"As if." Max grumbled, pushing her way past Caroline and out the door.

* * *

Those last words echoed throughout Max's mind for the rest of her shift, the snarky waitress becoming increasingly mad at herself for being so unconvincing. She hadn't even been able to convince herself, Max doing her best to stay where other people could see her so Caroline wouldn't get the chance to call her out on it. Well, she was sure Caroline would eventually call her out on it. If the roles were reversed Max would. Max would out herself and Caroline in front of everyone just to point out what a massive bitch her so-called friend was being.

Then again, didn't Max have a right to be upset? One second Caroline was declaring her undying love for her, the next she was getting herself set up with some tramp who she'd never even seen before. God, and Max thought men were fickle. Yeah, it was just as well she didn't jump into Caroline's arms, she would have been cheated on in record time. And ok, maybe Max did have some feelings for Caroline, but they were tiny and most likely a result of her confusion over having a actual friend for once. Which wasn't surprising, Max's friends had pretty much all been men up until now, and she had fucked and/or dated pretty much all the ones that weren't gay, so really it could only be natural that she had confusing feelings about her first female friend.

Later Max found comfort in the fact that once her shift ended Caroline just sat in one of the booths and waited, minutes ticking by with no sign of the slut trying to steal her girl. And ok, Max HAD to keep those kinds of thoughts to herself, especially as she just couldn't resist taunting, "Doesn't seem like your girlfriend is very punctual."

Caroline let out a noncommittal sound and shrugged, causing Max to grumble as she went back to work. Luckily one of the girls which normally took the evening shift had called in sick, giving Max excuse to stick around. Normally she and Caroline would take this time to get something to eat and set up their store, but tonight Max had to watch Caroline sitting in there like the saddest person in the world and it was driving her crazy. Well, that wasn't true, on some level Max knew she could physically ignore Caroline all night or leave the irritating blonde here to wallow in her misery, but her stupid feelings wouldn't let her do anything but try and comfort her friend. And mock her, of course.

"You know, there are easier ways of hooking up with board housewives and mannish looking dykes." Max whispered, standing as close as possible to her friend.

"Oh, what's that Max?" Caroline asked with a smile.

"Online dating." Max grinned, "All the benefits of most likely getting murdered with the added bonus of maybe getting to see what your date looks like first. Provided you can weed out the obvious fakes of course."

"Of course." Caroline smiled, "Maybe if my date doesn't show I'll try that."

Max tried to walk away, but instead she groaned, took a seat next to Caroline and asked, "Don't you think you're moving a little fast?"

Caroline frowned, "What do you mean?"

"I mean, yesterday you're straight, today you're throwing yourself at anything in a dress? God woman, take it down a gear." Max advised.

Caroline smiled, "That's good advice, but are you sure you're not just jealous?"

"No!" Max insisted.

"Then why does who I'm dating bother you so much? I know you're not homophobic, you'll love the gays." Caroline pointed out.

"No, I love gay men. There is a difference." Max argued, before quickly pointing out, "Not that I'm homophobic, it's just... I've never really connected with anything which fucks women."

Caroline grinned, "What about Earl?"

Max scoffed, "He doesn't count. He's my favourite stepdad who was never actually my stepdad."

"Meaning he's never actually tried to get in your pants." Caroline interpreted, then when Max nodded she grinned again, "What about me?"

"Whoa, slow your roll there blondie." Max scoffed, "We're not that close and one night with a girl doesn't mean you're Queen of the carpet munchers."

"I might not be THE Queen. But I'm definitely like the Royal baby or something, because last night I fucked a girl, and I liked it so much I can't go back." Caroline quipped, "Besides, we both know I'm the best friend you've ever had, boy or girl, so suck it."

"Awwwww, you say the sweetest things." Max said mockingly, reaching out to take Caroline's hand, which she realised too late was a big mistake because it made her heart flutter.

"What can I say, you've rubbed off on me." Caroline shrugged, before grinning wickedly, "In more ways than one."

Max blushed, pouted, and then tried to push Caroline's hand away, then when her friend didn't immediately cooperate she grumbled, "Get off me!"

"Max please don't go." Caroline pleaded, realising she had gone too far, "Please? Just wait with me a little longer and I swear, I won't tease you."

Pouting again Max thought about it for a few seconds, then blushed as she thought of something, something she couldn't help let out with the mumble, "Well, normally I don't like teasing, but you're definitely good at it. You should definitely do it with your girlfriend, if she ever shows up."

Caroline smiled softly, "Maybe if she doesn't we can grab something to eat and tease each other. Verbally! We could go out as friends, and tease each other verbally."

"I'd like that." Max admitted softly, she and Caroline exchanging a brief smile.

"Max, I don't pay you to sit around!" Han called out from across the room.

"You barely pay me at all." Max grumbled, too flustered to think of anything remotely witty as Caroline finally let go of her hand, allowing her to stomp off to the back.

* * *

Max did think of something witty to say later of course, but she was too busy bad-mouthing Caroline's date. She did throughout picking up the fast food, eating it on the way home and especially as they entered their home, at which point she really felt like she was on a roll, "And another thing, what kind of ho wants to meet you where you work? A gold digging ho, am I right!"

"OH MY GOD, how do you still not get it!" Caroline exclaimed.

"Get what?" Max frowned.

"There was no girl Max." Caroline practically yelled as she slammed their front door behind her, "I don't want another girl. I want you. I'm in love with you. You're the only one I want. I only pretended to have a date to see if it would bother you, and newsflash, it did because you haven't shut up about it the whole way home. I don't even think I've seen you worked up about something like this, and before you say anything you know, YOU KNOW this goes way beyond looking out for a friend, or self-preservation in case of flesh-wearing mass murderer. You were jealous, and you know it, so I win! You like me, you know you like me, end of story!"

Caroline mostly said that as one big rambling monologue, barely pausing to breathe as she seemed to force out her words quickly so she wouldn't lose her nerve. Despite this Max heard every word crystal clear, in some cases it even felt like they were in slow motion as her brain was overwhelmed by how stupid she had been to miss the obvious conclusion for Caroline's date to no show. She was furious with herself, but even more so with Caroline, especially as silence fell between them and her best friend's words echoed in her mind over and over again until Max just wanted to make both herself and Caroline pay for this.

Honestly Caroline had felt a little guilty for lying to her friend, but it seemed like a small price to pay if it led to her and Max becoming a couple. Now she was regretting ever playing this mind game as Max looked more murderous than she'd ever seen her, which was really saying something. And sure, the rational side of Caroline's brain told her that Max would never seriously hurt her giving them this whole thing started with Max revealing that she loved Caroline. Even if it was just as friends she had sounded so sincere Caroline had believed it, and even before that she felt safe with this bad ass Baker.

This time felt different, Caroline almost whimpering as she said, "Max, I'm so sorry I-"

That was all she got out before Max let out a grown of frustration, then grabbed her face and pulled Caroline forwards/downwards into a heated kiss. Quickly getting over her surprise Caroline kissed back, not even caring that Max grabbed onto her butt and lifted her up so she could carry her over to her foldout 'vagina bed' and crashed her against it. As the bed wasn't lowered the back of Caroline's head smacked hard against the cheap wood, but honestly she was so blissfully happy to be kissing Max Black again that Caroline wouldn't have cared if Max started bashing her head against every surface in their home, as long as she kept kissing her. Not that she wanted that to happen of course. No, she'd rather stick to the wonderful girl on girl kissing.

For the next few minutes Caroline did just that, although personally it felt like she was kissing Max for hours, or minutes, the whole world fading away as she melted into her lover's arms. Then all of a sudden her eyes, which had fluttered close shortly after the kiss had begun, went wide and she let out a loud scream, which Max's mouth mostly swallowed, as her best friend pushed her right hand into her skirt and panties so she was touching bare flesh, Max only rubbing Caroline's pussy lips for a few seconds before pushing a finger into her, which of course only made Caroline scream more.

It was definitely a good kind of scream, the kind which quickly led to moans, groans and whimpers of pleasure as Max began finger fucking her. It was almost painfully hard at first, but either Max gradually slow down for her benefit or Caroline's body just adapted to the rough treatment because it began feeling oh so good oh so quickly. Given her roommate's mood Caroline guessed that Max didn't slow down to be nice, but if the worse she got as result of her deception was some hard and dirty sex Caroline could handle that. Caroline could totally handle that.

If Caroline had known exactly what Max had planned she might have not been so relaxed and willing to go along with it. The fact that Caroline obviously had no idea what she was planning was a big turn on for Max, the wicked brunette grinning into the kiss as she revelled in the thought of her revenge. More importantly she took advantage of Caroline's relaxed/unsuspecting state to add a second finger into her friend's cunt and shortly afterwards a third. She then just fingered her best friend for a while, Max a little freaked out that Caroline was so responsive to her, and that she could tell the other girl was already so close to an orgasm.

Max wasn't sure what was weird, giving another girl pleasure, knowing that the girl in question was close to cumming from the way she was moaning and trembling around her fingers, or the fact that she was really getting off on this. Getting off on fingering another girl. Getting off on fucking her best friend. Getting off on finger fucking her best friend who happened to be another girl. Max really loved fucking Caroline with her fingers, because she really loved Caroline. Not in the friends way, but actual real love, the kind which Max had probably never really had, and which scared the shit out of her.

To take her mind off that Max pushed her little finger into Caroline's cunt and then pressed her thumb against her friend's entrance. She then broke the kiss, pulled back slightly and grinned wickedly at her BFF. It took ages for Caroline to get it. Max blamed the blonde hair. But eventually a look of horror crossed Caroline's face and she finally tensed up. She also opened her big mouth to complain, but Max quickly pressed her thumb to Caroline's clit and gave it a good rub, ensuring anything out of the blonde's mouth was completely incoherent. She might have even forgotten Max's evil plan, although the brunette quickly reminded her of it by returning her thumb to Caroline's entrance and pushing it into the blonde.

Deciding it would be easier to act now while her best friend was still distracted Max followed the momentum through to the point where her knuckles were stretching Caroline's entrance, once again the blonde's eyes and mouth becoming comically wide. Also once again Caroline wasn't able to get out anything close to an actual word as Max slowly but forcefully pushed forward so that her knuckles slipped into the other girl's pussy, both of the 2 broke girls crying out as Max officially got her whole hand inside Caroline's cunt.

Caroline thought for sure her eyes were going to fall out of their sockets and her jaw was going to hit the floor, like something out of a cartoon. This certainly didn't feel like it could be real, even though after a few seconds of being literally dumbstruck Caroline remembered doing this exact same thing to Max. As she remembered that her first thought was turnabout was fair play, her second being there was no way she has been with as many guys as Max. Hell, Max was constantly pushing her to have more sex, which may have a double meaning Caroline could ponder when there wasn't a freaking hand inside her!

On the bright side Max remained as still as a statue for a couple of long minutes, allowing Caroline's body plenty of time to relax and prepare itself for what was about too happen. Granted that could have been because Max was amazed she actually got her entire fist inside Caroline's cunt, or was overwhelmed by the almost indescribable feeling of another woman's pussy wrapped around her hand, two feelings which Caroline had received herself so very recently. However Caroline was pretty sure that at least partly Max paused out of care for her well-being. Because sure, Max may be angry at her now, but their friendship actually meant something to her. Caroline meant something to her, and that filled Caroline with hope.

Then a evil grin crossed Max's face and she said, "Paybacks a bitch, and so am I."

For a second Caroline wasn't sure whether to be afraid or burst out laughing and mock her friend for using such a clich‚d line. Then Max started thrusting her fist back and forth inside her cunt, once again rendering Caroline completely speechless. A few garbled sounds left her throat, certainly nothing coherent, Caroline blushing both at that and the evil grin which seemed plastered to Max's face. However Max was moving very slowly when she didn't have too, once again suggesting that she was worried about Caroline's well-being which made the former heiress so very happy.

Before she could express any of that happiness Max started pulling her hand back to the point that her knuckles were stretching the entrance to Caroline's pussy, that poor hole forced to stretch wider than intended and thus leaving Caroline a whimpering mess. Momentarily she prayed for the mental and physical strength to tell Max to stop, Caroline believing that no matter how angry her fellow waitress was that they were still friends and if she asked her to stop she would. Then it started to feel good. Really good.

In fact when Caroline did say something coherent it was, "Aaaaaaaahhhhhhhhhh Goooooooodddddddddd fuck me! It feel sooooooooooo gooooooooddddddddddd ohhhhhhhhhhhh Max! Max please don't stop! Fuck me Max! Max fuck me! Max! MAX! Oh my God fuck meeeeeeeeee aaaaaaaaaahhhhhhhhhhh fuckkkkkkkkkkkkk!"

Typical, Caroline was getting off on this, Max thought. Perverted slut! And yeah, Max had got off on the exact same thing, but that was because she was a perverted slut and proud of it. But who knew that perky little Caroline Channing, former stuck up heiress to a fortune, and the biggest prude Max had ever known would turn out to be such a twisted whore. Not that Max had known many prudes in her time, normally the girls she knew in passing were total sluts, but to see Caroline acting this way, actually take her entire hand inside her like a total ho, damn that was hot. So fucking hot!

Max also found it bizarrely hot how wet Caroline was and the feeling of another woman's cunt spasming around her hand as she pumped in and out of her, Max becoming totally lost in fisting her friend. Consumed by the feeling of fucking her best friend with her entire fist. Using her whole hand to fuck the best friend she'd ever known. Caroline Channing. She, Max Black, was fist fucking the best female friend she'd ever had, former spoiled rich girl Caroline Channing, Max's hand going where only the richest of dudes used to be able to go, the other girl constantly making stupid faces and weird noises as Max brutalised her cunt.

Those faces became more stupid and the noises became even louder when Caroline came, Max finding it impossible to miss given the increased amount of liquid, the deafening screams and Caroline's humorous 'oh' face. Unfortunately Max wasn't in the right mind frame to properly enjoy it, instead just using machine-like thrusts into Caroline's pussy, the buxom brunette making the skinny blonde cum who knows how many times before finally Caroline begged for mercy.

For a hot second Max was worried she wouldn't be able to do it. That she had become so obsessed with abusing Caroline's cunt that she would just continue in the same mindless fashion she had been doing, and despite how mad Max still was she didn't want to seriously hurt Caroline. Fortunately her body felt the same way, her hands slowing down the speed of her thrusts seemingly of its own accord, bringing Caroline down from her high. And of course Max had to get full control of her body at the most awkward moment possible, the brunette biting her lip and then slowly beginning to pull her fist out of the blonde, causing Caroline to whimper and clutch to her as she slowly and awkwardly removed her fist from her friend's pussy.

Eventually Max got impatient and pulled the rest out like a Band-Aid, suddenly and forcefully, causing Caroline to cry out in pain and then scold her, "HEY! Watch it!"

"You started it." Max shrugged.

"Did not." Caroline grumbled petulantly.

"Oh you know you did too." Max argued.

Caroline opened her mouth to continue the argument, but wisely settled for, "Well, I did enjoy it."

"I'm sure you did." Max scoffed, before slowly lowering Caroline to her knees, straightening up and then ordering, "But now it's my turn."

"I guess it is." Caroline grinned, "The question is Max, what do you want?"

"Oh shut up and eat me." Max grumbled, grabbing the back of Caroline's head and shoving down onto her knees, "Do what you do best and eat pussy you dirty little dyke. Come on, I don't have all day, fuck me! Fuck me with your mouth. Mmmmmmmm, fuck me with that talented tongue of yours and make me ohhhhhhhhhhh fuckkkkkkkkkkkk yeahhhhhhhhhh!"

Eager to obey Caroline slid her hands up her friend's skirt, grabbed hold of Max's panties and pulled them down around her ankles. She then slid her head under the skirt so she was face to face with her prize, Caroline grinning maniacally nearly the whole time. That was until her mouth was in front of her prize, then Caroline was too busy frantically licking to grin. A brief smile did slide across her face when Max gave up mouthing off in favour of moaning, groaning, whimpering and crying out in pleasure, but that smile faded as Caroline's face became a wash with bliss.

It was funny, Caroline used to fantasise about licking pussy but wondered if she would actually like it. She had even been afraid she would, and now Caroline couldn't imagine a world where she didn't love licking pussy. Especially if that pussy belonged to Max Black, Caroline doing her best to please her best friend before she changed her mind. She did this first by rapidly licking just the lips of Max's cunt, only occasionally sliding over the entrance and ignoring her clit entirely. Then she started occasionally touching her friend's clit. Then she lingered on that sensitive bundle of nerves, taking it into her mouth and fucking it in between long licks of Max's womanhood. Caroline even pressed her tongue right up against Max's entrance.

Although it wasn't apparently hard enough for Max who found her voice again and started complaining, "Get that fucking tongue inside me you bitch! Ohhhhhhhhhhh Gawwwwwwwwwd, get that tongue inside me and fuck me with it you little dyke! Mmmmmmmmmm, tongue fuck me like the dyke slut you are Caroline! Oooooooooohhhhhhhhhhh Goooooooooddddddddddd, mmmmmmmm, fuck me! Fucking fuck me! You wanna be a lesbo so bad? Fine, fucking tongue fuck me like one! Oooooooooooooh, you want to be a pussy eating lesbo whore then fuck me with your lesbo tongue! Oh God Caroline, mmmmmmmmm, you want me to be a lesbian like you? Be lesbians together? Then AAAAAAAAAHHHHHHHHHHHHH FUCKKKKKKKKKKKK!"

Caroline wanted to stay longer in between Max's legs. She wanted to stay there forever, worshipping Max's box and being fed the yummy cunt cream that Caroline now craved. However Caroline also wanted to taste even more yummy liquid that was Max's cum, and now the truth was out there her best friend knew exactly how to manipulate her. All Max had to do was mention what Caroline really wanted, a.k.a. Max as her girlfriend, and the blonde found herself shoving her tongue as deep as it would go into the brunette and frantically fucking her to climax in what felt like seconds.

The fact that she made Max cum so quickly was promising, as was the fact that her roommate had been soaking wet before her tongue had even touched her. It proved that Max had enjoyed fist fucking her, and the kissing, and the prospect of Caroline going down on her. Not that Caroline really needed proof that Max was into her, but it was a nice feeling to have, especially if she got further proof in form of a mouthful, and then a face full of cum, the blonde briefly removing her tongue from the brunette so she could concentrate on swallowing as much of her business partner's delicious cum as possible and only then to return to the tongue fucking so she could get more of it.

Max showed her gratitude by grabbing two fistfuls of blonde hair and shoving Caroline's faces deep into her cunt as it would go. She also tried bucking her hips, intending to time them with the tongue thrusts so she could end up with her roommate's tongue as deep inside her as possible. However her movements were too frantic and everything that just made it harder for Caroline to tongue fuck her, so Max tried to stop but it was no use, she couldn't stop completely, the blonde's tongue causing such powerful sensations that she just couldn't stop jerking her hips every so often. And of course Max tried to offer verbal encouragement, but she was too far gone at this point to offer up anything coherent.

After half a dozen devastatingly hard orgasms Max awkwardly shuffled to the opposite wall, her tight grip in Caroline's hair meaning that her best friend had no choice but to come with her. Once they were both out the way she reached out with one hand and violently slammed the foldout bed down, almost breaking it in the process. Then in almost one swift movement Max yanked Caroline upwards, threw her onto the bed and sat on her face. Caroline let out a confused whimper when she was pulled away from Max's cunt, then eagerly went back to tongue fucking her friend and swallowing her cum as it squirted out of Max's pussy and down onto the beautiful face/into the hungry mouth beneath her.

For a few minutes Max just rode Caroline's face, playing with her own big tits violently grinding down on her best friend's face, no longer caring it if interrupted the tongue fucking or not because the added friction was enough in this position to make up for it. She didn't want to admit it but Max was kind of worried if Caroline could breathe, although she told herself her roommate would let her know is it became a problem. After all, Caroline was kind of a whiner. Not that she didn't have plenty to whine about, at least some of it justified, but Max isn't exactly want to focus on that right now, not when she was being tongue fucked to the greatest orgasms of her life.

In that moment she didn't care it was another girl doing this to her, and she didn't care it was her best friend/roommate/business partner/the only girl she ever really been close too. All Max cared about was her own selfish pleasure, and maybe returning some of that pleasure, the loudmouth waitress laying down hesitantly until she was face to face with Caroline's crotch, Max practically tearing down Caroline's skirt and panties so she could stare at what was underneath for a few long moments. Then closed her eyes, stuck out her tongue and began licking, which unsurprisingly had Caroline moaning into her pussy and redoubling her efforts, like vibrations from the moaning wasn't enough to make Max cum even harder.

After that there was no more coherent thinking for either girl as both became consumed by eating the pussy in front of them, something which became increasingly difficult as they became overwhelmed by the pleasure the other gave her. Neither was sure when Max shoved her tongue into Caroline's cunt, but they were both sure it wasn't too long after the licking began, the brunette instinctively trying to catch up to the blonde and succeeding, at least when it came to the speed/power behind her tongue thrusts and the urgency in which Max tried to swallow every drop of girl cum which flooded her mouth.

Max failed to give Caroline an equal number of climaxes, but as neither girl was sure how many times they came it didn't really matter to them. Especially as the 69 filled them both with a blissful happiness neither one of them had originally known, not even during the last few times they'd had sex. It was a perfect moment in time neither wanted ever end, but ultimately it had to, if for no other reason than for self-preservation, Max eventually reaching the point where she just couldn't cum again and Caroline needing the chance to breathe properly again. So the 2 girls eventually rolled away from each other, desperately gasping for breath and quivering from the force of their orgasms until Max broke the silence which had fallen between them.

"Ok, fine." Max gasped after several minutes of just laying there, "I might be a little bit gay."

Caroline laughed softly, "Just a little bit?"

"Shut up, I'm still mad at you." Max grumbled, trying to roll onto her side facing away from Caroline, but she just didn't have the strength.

As she hadn't cum quite as much Caroline was able to crawl around and over to Max, the brunette clearly pretending to be asleep which caused the blonde to huff, "I'm sorry I tricked you, but I was desperate. And I know what you're going to say, I'm always desperate. And, sadly, that's kind of true, but that's just because I'll do anything to get what I want, and you're what I want Max. More than anything I've ever had or could ever have. I, I know it's not what you want to hear, I know it's too much too soon, but I've never been happier than I am right now, half naked in bed with you, because I love you. I'm in love with you, and I'd do anything if you'd just give me a chance. Give us a chance. If you give us a chance to be something, I know it could be special, I know-"

"Good God woman, shut up!" Max croaked, and then after a brief silence grumbled, "Fine, but we don't tell anyone, ok?"

Ignoring the fact that Max was using the word fine, which as established didn't mean fine Caroline beamed happily, "Oh Max, you won't regret this."

"I already do." Max lied as Caroline kissed her on the cheek and snuggled into her big boobs.


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