These aren't my characters, I'm just taking them for a pleasurable little

General Hospital: Common Ground (FFF,F-mast,voy,cons)
by Professor Moriarty

The late Fall air was crisp and had the slight tang that came from it's
closeness to the open water. As she stood on one of the many piers on the
Port Charles waterfront, Elizabeth Webber placed her hand on the guardrail
and looked out at the various boats in the harbor. The whole vista was
filled with the sort of casual beauty that this city so often revealed, the
setting sun at her back bathing the boats with an orange glow, tinted with
just a hint of pink. She found herself wishing that she had brought her
sketchpad and crayons, the better to capture that glow. She thought she
might try some preliminary studies later and come back tomorrow to try and
capture the special look the light had at this time of year, but the thought
slipped away and didn't really seem like it would be something that she
followed up on, after all.

She had been listless and without focus most of the last couple of months,
since her seemingly fairytale marriage to a tall handsome lawyer named Rick
Lansing had come crashing down around her, threatening to take her whole
life along with it. Instead of the kind and considerate man she had thought
she was going to spend her life with, he had revealed himself to be
dangerously unstable and vindictive, so obsessed with revenge against his
half-brother, Sonny, that he had nearly killed her, Sonny's wife Carly and

Elizabeth had come down to the docks off and on during the whole times she
had lived in Port Charles, enjoying the mix of solitude and energy that she
found there, and while the look and feel of the place was unchanged, her
lack of enthusiasm for much of anything was seeping into even treasured
activities like this.

As she continued to look out at the gently rippling surface of the water,
she noticed, only peripherally, that a petite, attractive woman was walking
up the pier from her left, marking a slow pace and, if looks were any
indication, lost nearly as deeply in thought as Elizabeth had just been. The
girl wore a nice leather jacket with a furry collar along with a pair of
jeans and some tall leather boots. She was dark haired and very tan, on top
of an olive, Mediterranean complexion.

Elizabeth noted her presence and then, as the girl walked closer, felt an
urge to speak to her, to make a connection. She smiled to herself, inwardly,
and wondered where that impulse had come from. While generally friendly and
even occasionally gregarious, Elizabeth wasn't really in the habit of
talking up strangers out of the blue like that. Something about this girl's
face, about the attitude of her gait, made her look open to approach. Not
really fully understanding why, Elizabeth gave in to the temptation to open
a conversation.

"Are you looking for any boat in particular?" she asked, raising her voice
just above conversational level to cover the short distance between them.
The girl looked up suddenly, slightly startled, as if she hadn't seen
Elizabeth. "She probably didn't", she thought. The girl's surprise faded
quickly and was replaced by a slight grin, a little wary but not unfriendly.

"No, not really. Actually..." she turned a half turn at the waist and
gestured behind her, " of them is mine." She turned back with a bigger
smile, more of pride than of verbal one-upmanship. Elizabeth took a few
steps toward her and said "Really? Which one?"

The girl again turned and pointed at a medium sized cargo boat, a bit worse
for wear, but still proud and seaworthy, and said "That's her. I still need
to do some modifications to get her looking like a decent salvage boat. I'll
be ready in plenty of time for Spring." She took a step or two of her own
and when she got closer, stuck out her hand and said "I'm Sam...Sam McCall."

Elizabeth took her hand, (slightly rough she noticed), and gripped it in a
fairly sturdy handshake. "Elizabeth Webber" she replied, happily reverting
to her maiden name. If she was never called 'Elizabeth Lansing' again, it
would be too soon. Sam smiled and Elizabeth saw now that the girl was not
simply attractive, but gorgeous, with luminous brown eyes and a ready,
joyful smile. "I'm new here" she said.

"I didn't think that I had seen you around before", replied Elizabeth. "So,
you're planning to stay the Winter?" she asked.

"I think so. The North Atlantic isn't exactly fun to sail in January. I'm
hoping to get this boat going as a real operation when it warms up again."
Elizabeth couldn't help but be impressed by the young woman's confidence and
self-possession. She had had that once, and wanted to get it back again.

"Do you happen to know any place good to eat around here? I'm not looking
for four star level, just something solid..." she paused and looked around,
breathing in cool air and blowing it back out, her breath visible as white
vapor, "and HOT." she said, ending the question with a joyous smile.

Elizabeth matched her infectious smile and replied "I know the perfect
place. It's a small grill called Kelly's. I work there, the food is really
good." She thought for just a second and then offered "I'm going in to pick
up my check in a few minutes...would you like me to show you where it is?"

Sam smiled, biting her lower lip pensively and said "Sure...but only if you
join me." Again, she showed the big, thousand-watt smile and Elizabeth
matched it with one of her own. "Deal", she said.

* * *

Sam was pleased at the look of the place, charming and not too overly
fussy. They walked in together and Elizabeth said "Let me take you coat, and
I'll hang it back her behind the counter in the employee's area." Sam handed
the leather jacket over and rubbed her hands together, looking around for an
empty table. There were around a dozen tables, and only a few were filled.
The waitress on duty, a petite, pretty Asian asked her if she wanted a menu.
Sam said "Yes, please" and the girl walked off to get one. As Sam sat down
at a table near the stairs leading upward to what looked like a second floor
landing, she watched the full, well shaped ass of the girl as she rounded
the counter and disappeared briefly from sight, bending down to get a menu
from under the counter.

Elizabeth came back through the arch behind the counter that lead back to
wherever she had hung the coats and also back to the kitchen. As she came up
behind the other waitress, she touched her shoulder and Sam heard her say
"Hi, Penny...could you let us have a couple of menus?" Penny smiled widely
and handed her two from the stack.

Elizabeth glided back to the table and sat down gracefully. Sam was very
appreciative of the way the girl moved, with a natural, unconscious
smoothness. Elizabeth handed her a leather bound menu and said "I'm thinking
some hot soup would be good."

Sam nodded her head toward the stairway and asked "Does this place have two
levels?" Elizabeth turned her head and then looked back around at Sam.
"There are about half a dozen rooms up there, this place is also a boarding
house." Sam filed that tidbit away for possible future use. "The rooms are
nice. I lived in one for a while" offered Elizabeth. "There's also..." she
paused as she turned to her right and indicated a door past the counter that
obviously led downward "...a nightclub down there, owned by an insane harpy
named Faith Roscoe." At Sam's upraised eyebrows, Elizabeth continued, "I
never thought I'd say this, but I preferred the old owner, Carly Corinthos."

Sam brightened a bit at that name and said, midway between a question and a
statement "I'm guessing she's related to Sonny Corinthos..."

"His wife", replied Elizabeth. "As she makes all too clear whenever she's

"I had a strange encounter with him a day or two ago" said Sam.

"'Strange', in what way?" asked Elizabeth, obviously intrigued.

They stopped for just a second as Penny came to the table to take their
orders. Elizabeth ordered a bowl of clam chowder and Sam asked for an order
of fries and a salad.

After Penny took their menus back and sashayed around the counter, bound for
the kitchen, Sam returned her gaze to Elizabeth's face, noticing again that
her eyes were a beautiful blue-green and that her lips were wonderfully

She began to wonder if she could get somewhere with this one. She hoped so,
because the last few days had been rather hard on her and she needed some
companionship, both of the friendly and carnal variety. Having those ripe
lips on her nipples would hit the spot nicely. As she thought all of this in
an instant, she wanted to be careful not to betray any of what she was
thinking to Elizabeth by her expressions, so she looked down, pretending to
be making a slight effort to remember the details of her talk with Sonny.

"I offered him the use of my boat for some of his more...esoteric needs."
Sam said, knowing full well that Elizabeth got what she was aiming at by the
light of understanding that dawned in the lovely young girl's eyes. She
noticed that Elizabeth seemed neither shocked nor disapproving, which raised
her even a notch higher in Sam's estimation.

"And...he refused?" filled in Elizabeth.

"Not only did he do that, which I sort of expected, but he went off on me
'Helping to set him up' and mentioned something about 'petite brunettes'.
What the hell is that all about?"

Elizabeth nodded sagely and took a sip from the coffee cup that Penny had
brought over. "Sonny has had a long term, on and off and pretty intense
relationship with Brenda Barrett."

"The model?" Sam asked, under raised eyebrows.

"Yes. After she was supposed to have died, the FBI sent an undercover agent
after him. A girl who looked a lot like Brenda. Sonny fell for her, and
although I've never quite gotten it all straight, I think she actually fell
for him. Needless to say, when it got out..." she let the thought trail off.

"All hell broke loose." said Sam, finishing the thought.

Elizabeth grinned widely, nodding her head. Sam laughed, but inside, her
heart was racing. This girl was having a pronounced effect on her. Her
beauty and crisp intelligence were really drawing Sam in. She was actually
starting to feel the earliest pangs of arousal. At this rate, she'd be wet
before dessert.

"Did you say you've had problems with his wife?"

Elizabeth nodded, swallowing a mouthful of hot coffee before explaining. "We
have generally rubbed each other the wrong way. She hates my type..."

Sam piped in "Petite brunettes?"

Elizabeth smiled and answered with a slight, rueful laugh. "Yes. That's
another story, involving Jason's one time girlfriend, Robin. She and Carly
are pretty much sworn enemies."

"Carly sounds like a piece of work." said Sam.

Again, Elizabeth nodded. "She is." But she added, "She'd never believe it,
and if you ever tell her I said this, I'll deny it, but...I sort of admire
her." At Sam's quizzical look, Elizabeth added "She's a pain, but she's
incredibly brave and loyal. She and Sonny have been through so much..."

" know Sonny, too?"

"He literally saved my life." said Elizabeth, matter of factly. "Someone was
trying to kill me and he hid me, with no questions asked."

"You don't seem like the type of person to get into that kind of danger."
said Sam.

"I'm not. It was Nikolas' psychotic Grandmother. I'll tell you that story
some time. Suffice it to say that Sonny has always been good to me, even
when I haven't returned the favor. I was there the night he and Carly lost
their baby...." she trailed off and Sam let it ride, knowing that she would
either continue of move on. After a few seconds, Elizabeth continued "I cut
myself and was at the hospital. Carly had been in a fight with her
ex-husband A.J...."

"A.J. Quartermane?" asked Sam.

Elizabeth looked at her and said "That's right. Do you know him?"

"Unfortunately." added Sam. "He's a weasel."

"Agreed." said Elizabeth. "Carly either fell or was pushed down a flight of
stairs. Sonny had to okay the doctor's decision to abort the baby. The
complications would have killed Carly."

Sam began to see where Sonny's anger and touchiness could have come from and
to see him in a somewhat new light.

"I've never seen him so vulnerable" Elizabeth said, tears welling up as she
recalled the look on his face. "He asked me to hold him." She buried her
chin in her hand and closed her eyes, taking a few seconds to regain her
composure. Sam reached across the table and touched her elbow lightly,
hoping that she wouldn't shrug it off. Elizabeth looked up, dabbing the
corner of her eye and smiled at Sam. Quickly, Sam added "I'm sorry...I
didn't mean to remind you..."

"It's fine" said Elizabeth, smiling. "It's actually a good memory. I liked
it when we were that close. It's been strained sometimes since." The wistful
tone in her voice betrayed that it was neither her fault nor her choice.

"So..." she said "What's your story, Miss McCall?"

Emboldened and touched by the deep level of trust that Elizabeth had shown
to her, Sam made a full and honest accounting of her recent dealing with
Jasper Jax and the cards from Wild Bill Hickock's infamous Dead Man's Hand.
At the end, she looked closely at Elizabeth and said "So...should I just get
up and leave now?" followed by a nervous and mirthless smile.

Elizabeth laughed and said "You made a mistake over a man. Relax, Sam...we
all do it at one time or another. I haven't even told you about my soon to
be ex-husband."

Sam smiled broadly and said "Good. I'm glad I finally made a real friend in
this place."

* * *

After they paid, Elizabeth invited Sam back to her loft studio for some
coffee and to get to know her a bit better. Sam had filled her in even more
on her trials with Jax and Elizabeth had spilled the whole sordid,
embarrassing story of Ric and his bizarre vendetta against Sonny.

As Elizabeth unlocked the door to her studio and flipped on the light, Sam
walked past her into the cozy loft. It was clearly a workplace for an
artist, she saw, but it also had Elizabeth's special touch. A small vase
with flowers, some nice throw pillows on the couch. It looked homey.

"Do you stay here?" Sam asked.

"Sometimes. It's not really big enough to live here, but if I'm here late, I
usually stay put. It's warm and it's all mine." she noted, with subtle but
unmistakable pride in her voice.

Sam walked over to a set of paintings stacked against the wall. She looked
to Elizabeth and said "May I?", indicating the canvases with her eyes.

"Sure, be my guest." replied Elizabeth, running water into the small pot of
her portable coffee maker. Sam flipped the frames one after another and was
astounded by Elizabeth's breadth and depth of talent. Well executed
landscapes, still lifes and a few portraits were all in evidence. Her style
was pleasing to the eye and not to busy.

"These are really wonderful" Sam said.

Elizabeth smiled that achingly beautiful closed-mouth smile and nodded to
her. Elizabeth sat down on the long love seat, clutching a pillow in her
lap. Sam sat on the other side and told her about her old boat, the one that
Jax had helped to sink.

After Elizabeth got her a cup and began to sip her own, she asked "Would you
pose for me, sometime?" Sam smiled slowly and started to think that maybe,
just maybe...the attraction wasn't one way.

"Are you up for it now?" she asked.

Elizabeth's eyes widened and she grinned again, thinking for only a moment
before saying "Yes, I'd like that." She got up and walked across the room,
opening a small walk in closet, pulling dangling string to cut on the light
switch. She looked on the left hand shelf for her sketch pads, and found the
newest one on top of a stack with some colored chalk on it. She grabbed it
and a couple of pieces of charcoal and a pencil. She turned the light off
and closed the door.

As she turned back toward Sam, she saw that her new friend was slipping the
last item of clothing she had, a pair of pastel pink panties, down over her
butt and letting them drop to the floor. She looked up, smiling and stepped
out of them, picking them up and dropping them on top of a pile made by her
jeans and blouse.

Elizabeth stopped in her tracks, and realized that her mouth was probably
hanging open. She closed it with an effort to look nonchalant that she
realized probably wasn't going to fly. "Umm...are you sure you're
comfortable posing like that?" Elizabeth asked, taken aback by Sam's ease
with her own nude body and also stunned by how voluptuous the short girl

She had thought Sam was well built, but seen bare, her breasts were easily
D cups and from the look of them, all natural. ("Salvage captains don't
usually go around getting implants" she thought to herself, realizing how
inane the whole thought was only afterwards.)

Sam eased her body down into a sitting position on the seat, wedging herself
into the corner, resting her left arm on the arm rest and putting her feet
up on the cushion, with her legs slightly spread. She giggled slightly "I'm
very comfortable. Are you okay?" she asked.

Again, Elizabeth feigned an air of cool that she didn't really feel. She
smiled, walked over and sat on a small stool in front of the love seat. She
was blown away by how fast this all was happening. A few hours ago, she
didn't know this woman and now she had her shapely bare ass parked on her
couch. It was a bit dizzying.

"I've done lots of nudes before, I just wasn't expecting you to want to do
that so soon." She smiled and looked (with barely concealed appreciation,
Sam noticed) down the sexy Captain's body, noting with envy the generous
breasts, and said "You've got a fabulous body. It'll be fun to do."
Realizing the possible double entendre, she looked down at her pad and began
to trace the broad outlines of Sam's body as Sam, who had caught the
innuendo, grinned and relaxed against the corner made by the back of the
seat and the arm rest.

It was warm and cozy here and she felt very safe and also very alive. All of
her nerve endings were alert. She wasn't going to overplay her hand, but if
she could possibly manage it, she wasn't going to leave this loft until she
had enjoyed a good, long taste of the beautiful Elizabeth Webber.

She let Elizabeth make a good start, biding her time and simply relishing
the whole situation. After a few minutes, she thought the time was right to
make a start. She asked, with seemingly open nonchalance "Have you ever done
yourself nude?"

Elizabeth looked up at her, and instead of the flustered look Sam was
expecting, she had more of an amused expression on her face.

"It's a little hard to pull off, logistically. I've drawn some more basic
body parts of mine. My foot, my knee...I've never really been a self
portrait type."

Sam laid her head back a bit against the couch and said, in a light tone,
"Too bad. You'd be a great subject."

"Please..." Elizabeth responded, with a self-deprecating tone.

"No, I'm serious." Sam protested. "You're gorgeous. You'd make a wonderful

Elizabeth gave her a hooded look over the sketchpad and Sam couldn't help
but smile. Before Elizabeth could realize what was happening, Sam had slid
off of the couch and taken her free hand. She took a step toward the full
length mirror a few feet away and as her arm stretched taut with
Elizabeth's, the force of her progress dragged the beautiful artist off of
her stool and reluctantly along. She managed to lay her pad and pencil down
on a small end table as she passed it and then took a quicker step to catch
Sam's progress.

Sam maneuvered Elizabeth in front and stood directly behind her, with her
hands on Elizabeth's shoulders. She rested her chin on her right hand, which
was placed on Liz's right shoulder. Both women were conscious of Sam's
generous breasts pressing lightly against Elizabeth's back, but neither
acknowledged it by deed or word.

"Just look at you" Sam said softly, her low, whiskey voice sending an
involuntary shudder through Elizabeth. She also noted with almost
unconscious pleasure the feel of the Captain's warm breath on the fine hairs
at the back of her neck. "You are beautifully built" Sam continued in her
low contralto. She lowered her hands to Liz's waist and slid them slowly
along the smooth contours of her hips. "You're small, but you're very

"Like you" Elizabeth said, her voice trailing off into a whisper.

"Yeah" Sam breathed, low and into her ear. She thought to herself "Damn! I'm
THIS close", imagining her thumb and forefinger a millimeter apart.

She turned Elizabeth a quarter turn to the left and decided to go for broke.
She could almost taste her. She slid her right hand down over the rounded
contour of Elizabeth's firm young ass and squeezed, just slightly. "Just
round enough, just soft enough, and just firm enough." she said. "You're a
beautiful girl, Elizabeth Webber."

Elizabeth turned back, facing the mirror again. She looked for a moment at
her reflection, smoothed her hand over her flat belly and then, after
turning her head to the right to look Sam directly in the face and
displaying a dazzling smile, turned back to face the mirror and quickly
slipped her top up and over her head. She let it slip from her fingers and
looked again at Sam, this time looking almost for approval and validation.
Inwardly, she wondered if she had lost her mind, but this seemed so right,
so...perfect, that she wanted to follow it out, at least for a little
longer. With all of that, she still instinctively cupped her hands over her
small bare breasts.

Sam smiled widely, kissed her on the shoulder and again faced her toward the
mirror. She snaked her arms around Elizabeth's waist, rubbing her palms over
Liz's soft belly and then placing them over her arms. Gently, she moved
Elizabeth's hands away and down to her waist. Realizing the absurdity of
what she'd just done, Elizabeth couldn't help but giggle a bit.

Leaving Elizabeth's own hands at her waist, Sam again slid her's along
Liz's stomach and this time didn't stop, cupping her breasts and gently
running her fingertips all along the bottom part of them. Elizabeth closed
her eyes and rode the wave of sensual pleasure that was rushing along and
through her body. She abandoned herself to the care of her new friend, who
was obviously more experienced and accomplished at this.

Sam again hooked her chin over Elizabeth's soft shoulder, rubbing her cheek
along the smooth, soft curve of her neck, nibbling at the nape and kissing
her collar bone. She gently caressed circles around Elizabeth's areolas,
which she noted in the mirror's reflection were a visually pleasing creamy
pink color, though becoming slightly redder with her ministrations. She took
Elizabeth's tits in a firmer grip and began to knead them, pinching the
stiff nipples between her thumb and first two fingers. Elizabeth let out a
low moan, ending in a ragged intake of breath and leaned most of her weight
back into Sam. There was no going back, now.

Elizabeth reached down and slid both thumbs into the waistband of her jeans.
She gently slid her pants down over her round hips, bending at the waist
until they got to knee level. Sam gently laid her palm flat against Liz's
firm cotton covered buns as she stepped out of her jeans and kicked them a
few feet away. As she straightened back up, she stepped back closer to Sam's
nude body and nestled her back into Sam's chest.

Sam nuzzled Elizabeth's smooth neck and began to rub her public bone firmly
against her soft butt. Liz closed her hands over Sam's, resting them there
and letting Sam know that she was in total control, now. She continued to
nibble Elizabeth's ear and neck and to rub her throat and chin along her
shoulder. Elizabeth had her eyes closed, her head back and an aroused but
serene look on her face. She was feeling better, more alive, than she had in
a long time. Relinquishing control so completely had been just the tonic her
mind and body needed. Sam obviously knew what she was doing and Elizabeth
was determined to let herself be carried along, wherever she led.

Sam slowly but surely slid her hand downward over Liz's belly, making for
the front of her panties. She hesitated as her fingertips grazed the top of
her panties. She asked "Are you sure?" in a tone so soft, it was barely
above a whisper. As an answer, Elizabeth pulled the waistband of her
underpants forward and guided Samantha's right hand down to her downy soft
pubic bush, and then let the band snap into place.

Both girls giggled and then Sam began to rub her pussy in earnest. First she
ran the tips of her fingers along the soft hair, somewhat damp, now. Then,
she slipped them a little farther south and encountered the swelling outer
labia of the waitress' vulva. Elizabeth was taking fuller breaths, now, and
moaning very softly with the strokes of Sam's hand. She traced the whole
outer labia and then slipped her fingers gently between to folds, looking
for more moisture.

Sam slid her moistened finger into Elizabeth's vagina, slowly sinking it in
to the second knuckle and Liz really let go, leaning back into Sam with
almost all of her weight. Sam continued to slowly finger Liz and to rub her
belly with her free hand. Elizabeth leaned back as far as she could and the
two girls shared a deep, passionate and wet kiss, with tongues sliding over
each other and along the other girl's lips in a ballet of reckless abandon.
Liz was groaning louder now and starting to verbalize her pleasure, telling
Sam what she wanted and how she wanted it. Samantha slid her free hand into
Liz's underpants and sought the clitoris, rubbing the slick hood with energy
bordering on mayhem.

Elizabeth pitched forward, holding the edges of the large mirror for support
as Sam humped into her from behind and continued to pound her pussy in every
way she knew how. Liz knew that the pent up tension and excitement of the
last few hours were coiled like a spring and getting ready to pop in a
serious orgasm. Sam was working furiously, right hand fucking Elizabeth's
wet pussy with two and sometimes three fingers while her left whizzed back
and forth over Elizabeth's clitoris like she was trying to build a fire. Sam
laid her cheek on Liz's sweaty back, between he shoulder blades and felt her
breathing. It was coming hard and fast and Sam knew Elizabeth soon would be,

Elizabeth leaned back, putting most of her weight on Sam, who was
surprisingly strong to be so seemingly slight. Liz felt her knees, already
quivering as she was driven closer and closer to the edge of ecstasy, start
to buckle and Samantha felt it, too. She began to slowly lower her own body
toward the studio floor, careful not to disturb the flow of what she was
doing, balancing Elizabeth's body on her chest. It was tough going, as they
were both a bit slippery with their mingled sweat, but Sam managed to get
her bare round ass onto the area rug that the big mirror rested on.

Elizabeth slid into place in Sam's lap, again leaning back on her for
support. Sam has slowed down the tempo of her fingers, pulling Elizabeth
back from the edge, but she was still so aroused that she could hear the
blood pounding rhythmically in her ears. She wasn't so far gone that she
couldn't realize that her underpants were now soaked through and essentially
useless. Plus, the waistband was starting to chafe with Samantha's vigorous
pounding. She raised her pretty ass up off of Sam's lap and slid the briefs
down over her thighs, kicking them toward the mirror. She put her head back,
looking up at the ceiling and relished the delicious feeling of cool air on
her uncovered pussy. Sam cupped her right palm on Liz's belly and rested her
free hand on Elizabeth's left thigh, kissing her again on her neck and
shoulder blade.

"This wasn't what I expected to be doing when I got up this morning." she
said, almost dreamily and then joined Sam's sudden snort of laughter at the
comment. Suddenly, she rolled off of Sam's lap, stood up gracefully
and extended her hand to her guest, offering to help her up. Sam took it,
and stood up, stepping forward a single pace to embrace Elizabeth.

They stood for a long moment, bare breasts pressing together, erect nipples
poking into each other's soft flesh with a pleasing, urgent bite. Sam
reached up and smoothed the hair away from Elizabeth's dazzling blue green
eyes, ran first her index finger along the cleft of her chin, then her first
two up to her full, juicy lips. Elizabeth slid the tip of her wet tongue out
and met the finger tips, darting over them, then sucking them into her
mouth. She gently nibbled them, smiling around Sam's trapped fingers at her
mock consternation.

"I've got something better for you to bite." she said, in an almost
matter-of-fact tone. Elizabeth raised her eyebrows and smiled again. ("I
can't wait to rub my cunt all over that sweet face..." Sam thought to

"Well...lead on." Liz replied.

Sam walked slowly toward the love seat she had originally been posing on,
her arm trailing behind her, her hand gripped around Liz's wrist. She
assumed a similar position, wedged into a corner of the seat, her legs
folded at the knee, open to Elizabeth's view. Liz took the cue and sat in
the opposite corner of the short couch, with her own legs bent, feet flat on
the seat, and her smooth thighs spread apart to give Sam a look at her wet

Sam bent her head to the side, smiled a wide smile (which Elizabeth
returned, her confidence growing at every turn), and said "Okay...I want you
to masturbate for me."

Elizabeth's eyes widened, but only for a moment. Without any further
hesitation, she slid her naked ass down a few inches on the seat, opened her
legs a fraction more, licked her first three fingers on her right hand and
began to expertly pleasure herself, for her own enjoyment and also that of
her new partner. She closed her eyes and put her left hand behind her head,
under the throw pillow that was there. Her breathing picked up as she began
to get her engine going yet again, her brow furrowed ever so slightly in
concentration. She unconsciously bit her full lower lip and her nostrils
began to flare noticeably.

Sam slid closer to get a better look. She had always enjoyed the visual
spectacle of someone giving themselves sexual pleasure and Elizabeth was one
of the most skilled and most beautiful examples she had ever seen. Samantha
reached down between her own bare thighs and gently stimulated herself, just
as a subtle and sedated counterpoint to the increasingly energetic act of
self-gratification that she was watching with her beautiful, widening brown

She slid closer still and put her hands over Elizabeth's upraised kneecaps.
The contact caused Liz to open her eyes and see what was happening, but Sam
leaned down and gently kissed the skin fold where the bent calf and thigh
met, then looked up and whispered "keep going..."

As Elizabeth continued to fondle herself toward a release, Sam began to
gently caress more of her bare leg, working her way up the thighs. She
squared herself around, facing Elizabeth, and Liz, seeing an opportunity for
some whimsy to break the intensity of the moment, brought her legs slightly
together, like a pair of soft, fleshy pliers, trapping Sam's large D cup
breasts and pressing them together. Sam looked down, her mouth open in mock
horror and both girls again shared a laugh.

Samantha slid off of the couch, taking a position on her knees, on the floor
alongside Elizabeth, who had, by now, slid all the way down onto her back
and was really masturbating with a purpose, chasing the orgasm she needed so
very badly. Sam leaned over her abdomen, dangling her big tits down,
touching the downy skin of Liz's chest below her pert breasts and along her
belly. She kissed her way in a straight line from between Elizabeth's
nipples down toward her belly button. As she balanced herself over Liz's
energetically moving right arm, preparing to lick circles around her belly
button, there was a sudden rap on the door of the studio.

Elizabeth's eyes widened in shock and Sam, less alarmed, rested her palm
flatly against Liz's soft belly, and looked up to her. "

"Are you expecting anyone?" she asked.

"No!" said Elizabeth, with such sharp emphasis that Sam couldn't help
laughing softly.

"This is crazy...what the hell..." Elizabeth's voice trailed off. Again, the
sharp report of a series of knocks echoed in the hall.

"Elizabeth? Are you in's Penny. You forgot your paycheck."

Elizabeth groaned softly, laying her head back against the armrest and
placing her hands over her eyes. Sam continued to find the whole situation
mildly amusing and pinched Liz's skin lightly.

"You'd probably better answer it." she said.

Elizabeth looked down at her and said " will we..." again she
trailed off and indicated by her eyes sweeping down her body that she meant
that she was at a loss to explain their situation.

Sam grinned and said "Just answer the door. I'll stay here. Maybe you can
turn the lights down?"

Elizabeth slipped off of the couch. looking around for something to put on.
As Samantha reclined back on the love seat and pulled an afghan draped over
the back of it over herself, she couldn't help but notice how cute Elizabeth
looked, standing totally nude in the middle of the studio, absently pushing
her hair back over her right ear, biting her lower lip looking around for
something to put on.

She finally spied a paint-stained light blue t-shirt and quickly slipped it
over her head. It just barely covered her round bottom. Elizabeth moved her
easel to block some of the couch, and it's now-covered occupant, from the
line of sight of the door, then walked over to the door itself. Just before
she opened the door, she turned off the overhead fluorescent light by the
switch next to the door.

She opened it and there was Penny, purse over her shoulder and envelope in

"Bobbie asked me to bring this to you." she said softly, and with a warm
smile, extending the envelope marked with Liz's name and the dates of the

"Thanks, Penny." Elizabeth replied, smiling and started to close the door.
Penny put her hand out to stop the door's movement, placing her splayed
fingertips on the frosted glass that made up much of the top half of it.

" you have the key to the second closet in the kitchen? We can't seem
to find Bobbie's." she added.

Elizabeth groaned inwardly. She knew roughly where the key was, but she had
to go back inside and get it. She really couldn't leave Penny standing in
the cool hall without drawing suspicion to herself, but she didn't really
want to let her in, either. Even with the obstacle and the dimmed
lights...if she wandered in too far...

She decided to chance it. "Yeah, I do. Just...come in for a second."

Penny took her up, looking at her sideways, somewhat quizzically (wondering
to herself "What has gotten into Elizabeth? Did I interrupt something?") and
stopped just inside the door, as Liz closed it behind her.

"Just one second..." Elizabeth said, her hand held up, index finger
extended. Penny smiled and nodded. She quickly set the purse she was
carrying down and slipped off her thigh-length overcoat, carefully laying it
over the edge of the nearest chair.

Elizabeth padded over to the far side of the room, close to the mirror where
she and Sam had done their pas de deux of undressing just a scant few
minutes before. She pulled the door open and snapped the light of the walk
in closet on, beginning to rummage around on the cluttered shelves, looking
for her set of Kelly's keys.

Penny stood watching her, absently alternating her balance from left foot to
right. Liz continued to move boxes around looking for the elusive keyring.
She turned a half turn to her right, facing the back wall and bent over a
little to look in a plastic box. As she did, Penny couldn't help but notice
when Liz's shirt rode up a little and exposed most of her bare buns.
Elizabeth was so intent on finding the keys and getting Penny on her way she
didn't notice.

Penny gazed appreciatively at Liz's perfectly formed butt. She had always
known from looking at her when she wore jeans that Elizabeth had a nice back
porch. Now, to see it in it's most perfect state, so unexpectedly caused her
to come up short on a breath, hopefully not too loud. She paused for a
moment, hoping that Elizabeth hadn't noticed, but it was clear after a
second or two that Liz was oblivious, still deep in thoughts of her search.

Penny wandered aimlessly farther into the room, as much to have something to
do as for any other reason She took a few idle steps in and cast her eyes
about the room. When she spied Sam on the couch, she started slightly. Sam
smiled and held a finger up vertically to her lips, the universal sign to
stay quiet. She then extended the same index finger toward Elizabeth and
Penny followed her indication to see Liz still busily looking, with her back
turned and her perfect pale ass still peeking out from under the seam of the
shirt. "It's here somewhere, Penny. just hang on."

"Take your time" Penny replied, looking back over to the smiling Sam.

"Now it all makes perfect sense!", thought Penny. The secretive nature of
Liz when she answered the door, the sudden turning off of the studio's
lights...she and her dinner guest were pairing up and she had walked in on

She tried and failed to suppress a smile and looked over again to Sam. The
smile widened when she saw an identical one on Sam's face and then Sam,
seeing the moment for what it was, let the afghan she had been holding up
against her chest slip slowly away, showing her generous breasts to Penny,
knowing full well that she wanted to take the next step with her.

Penny bit her generous lower lip and ran a hand through her shortish hair,
her head swimming with the sudden complications and opportunities this
situation presented. As she was looking back and forth between the two
women, Samantha slid quietly off of the couch and walked softly over to her.
Penny was slightly taller, and gazing down into Sam's deep brown eyes,
placed her hands on each side of Sam's face, steadying her head and kissed
her long and slow.

Sam moved a step closer and closed her arms around Penny's back, taking her
into a full embrace and pressing her body closer, joining the kiss with more
energy. Just as they were finishing the first kiss, they both jumped at the
sound of a full key ring hitting the hardwood floor on the far side of the
round area rug that took up most of the floor on that side of the room. They
both turned to see Elizabeth, her eyes and mouth wide open in shock.

"Oh...shit." she said, very quietly, covering her mouth with her cupped
palm. Both girls laughed, and then Sam extended her arm it's full length,
holding her palm open. Elizabeth stood transfixed for a long moment,
deciding what to do, then the gears clicked and she decided to again throw
caution to the wind and go with her instincts. She walked, slowly and
gingerly, as if afraid of shards of broken glass on the rug, over to where
her two friends, one old and one new, stood locked in an affectionate

Samantha and Penny each opened up their bodies a bit, Sam to her right,
Penny to the left, to make room for Elizabeth to complete their triangle.
She extended an arm around each of the other two, placing her head against
Penny's shoulder.

Penny kissed the top of her head and said "I've always wanted you,

Liz pulled her head back a bit, looking up into Penny's almond shaped eyes
and said "Really?"

Penny nodded and her wide grin broke into a full smile as she leaned in and
gave Liz her first kiss. Hesitant at first, and mingled with nuzzles of the
chin and neck, they began to kiss more forcefully, tongues coming out
gingerly and hesitantly seeking the other. After a moment of this delight,
Penny cupped the back of Sam's head and pulled it in close.

All three could feel and taste the other's commingled breath and scent of
sweat and musky arousal. Sam accepted kisses first from Penny, then from
Elizabeth then the three put their heads as close as they could go, crossing
all three wet, darting tongues in a Sapphic ballet that left each breathless
with anticipation.

Penny broke away first, eager to strip and get access to her warm and
energized body. As she stepped back, facing the other two to let them enjoy
the sight of her undressing, Sam stepped behind Elizabeth and raised up her
shirt in the back, caressing her palms over Liz's smooth buns. Elizabeth
shivered with arousal and Sam then peeled the shirt over Liz's head, tossing
it aside onto a stool. Liz instinctively folded her arms over her breasts,
but then realized again how silly a gesture that was and, with a sheepish
grin, lowered them, showing Penny her full glorious perfection.

Penny looked on appreciatively as she eased her jeans over her full hips and
rump. She wore no underpants, so her thick black pussy was immediately
apparent and Sam and Liz both expressed appreciation.

Penny let her pants go, stopping with them pulled down to half-staff,
bunched around her knees and looked down, running both hands through the
dark black patch of hair. "Genetics" she said, smiling at them, and
continued to caress herself for a few seconds more, before sliding them down
and pushing off her shoes, stepping out of the pile and walking bottomless
to the other two young ladies, busily fondling themselves and each other.

She took Elizabeth's face in both of her hands and placed another long kiss
on her friend's juicy, full lips. Sam continued to kiss Liz's shoulders and
started to work her way down, gently playing her fingertips over the smooth
contours of Elizabeth's shoulder blades, down her spine and over her rounded

Penny bent down and sampled Liz's pert breasts, pinching the nipples and
then flicking her tongue over them as they stiffened, yet again. Elizabeth
was quivering from her earlier lovemaking and these renewed assaults on her
inflamed body. She placed her hands on Penny's shoulders as her
friend kissed her way down between her little titties and then Liz let her
head fall back, facing up at the ceiling, closing her eyes and riding the
wave of pure pleasure the two girls were creating upon her nude body.

As Penny began to nuzzle her face in between Elizabeth's creamy, alabaster
thighs, Liz looked down to see Penny's head nodding and realized that she
was still wearing her sweater. She reached down and gripped it by the seams
and tugged upward. Penny looked up at her, the point of her chin touching
Liz's mons, the thick brown hair that Elizabeth sported on her vulva
partially obscuring the bottom of Penny's chin.

"No fair holding out." Elizabeth explained, and Penny, grinning, lifted her
arms above her head and allowed Liz to strip the sweater over her head,
turning it inside out in the process. Penny leaned back a bit and allowed
both women (with Sam looking around Liz's hips, briefly laying off of her
butt nibbling), to get a nice eyeful of Penny's graceful, athletic form. Her
breasts were medium size, with brownish areolas. The nipples were fully
erect and they were quite long. Her skin was porcelain smooth, a beautiful
honey colored hue, owing to her Asian heritage.

Liz merely smiled but Sam added "Nice", in a rough whisper, before returning
her attention to kissing and nibbling Elizabeth's wonderful ass. Penny began
licking Elizabeth's vulva in long, slow vertical strokes. like a cat, to get
it fully moist. She didn't have far to go as Elizabeth was already as wet as
she'd ever been in her life. She held Liz's outer labia open a bit and
continued to press her tongue further into Liz's pussy. This combined to
Sam's increasingly intimate licking of the valley in between her buns was
exposing Elizabeth to more pure sexual pleasure than she'd ever had at any
one time before.

Penny looked up at her, and when Liz looked down, grinned lewdly, the lower
half of her face wet with her own saliva and Elizabeth's own arousal. Liz
pushed her head back towards her pussy, clearly indicating that she
shouldn't stop and Penny, smilingly, renewed her licking of her partner's
hooded clitoris, sending shivers of pleasure along all of Liz's body.

Penny continued to eat her out, occasionally slipping her long middle and
index fingers, sometimes apart, sometimes together, into her warm box and
Elizabeth continued to struggle to stand, as Samantha also kept up a routine
of tongue flicks and long washes all up and down her bottom, and all around
her tight anus.

As she got closer and closer to an orgasm, Elizabeth's moans began to take
on an urgent edge. Penny and Sam both knew the signs and redoubled their
efforts, realizing they were close to bringing her off. Elizabeth's knees
were openly shaking now as she felt the sweet release begin to build. As she
fought the urge to scream at the top of her lungs, she bit into her full
lower lip as hard as she could without hurting herself and her breaths came
out of her flaring nostrils so fast that it was all almost one motion.

Penny sucked on Liz's exposed clitoris so hard Liz could feel the muscles in
her abdomen strain and Sam was furiously licking her puckered anus. As the
wave of pure pleasure built and then crashed, again and again, Liz's
conscious mind slipped free of most thought, wordlessly focusing only on
riding the energy of her orgasm. The one thought she had was a remote,
almost abstract desire not to simply collapse to the floor. She wasn't aware
of the thrashing and bucking she was doing as both girls held on to her body
and helped her hit the high note she had been building towards all night
long. With a final shudder racking her entire tiny body, Liz finished what
was easily the most powerful climax of her young life.

Finally, Elizabeth's knees buckled and Sam and Penny, gently guided her down
into a sitting position, with her back leaning against the love seat for
support and a bit of comfort. Penny and Sam knelt in front of Liz, Penny on
her left and Sam on her right. They gently opened her knees widely apart and
each girl started to kiss and caress her along her thighs, intent on working
their way back up along her legs when Liz said "Hold on, time out...I need
a little break."

Both girls looked at her skeptically. Liz smiled and said "Just a short
break...let me catch my breath."

"Well what are we going to do?" asked Sam in mock confusion. Penny laughed
out loud and then crawled the two or three paces across the rug to where
Samantha was perched on her knees and, staying down on all fours, eye level
with Sam's generous breasts, nosed her head in and began to nuzzle them. She
took the whole big areola into her mouth and sucked it forward, elongating
the whole breast. Sam blinked with pleasure and reached down to caress
Penny's smooth back as it fell away from her, down toward her full bottom.

Penny was perched on her hands and knees, breasts hanging down into
beautiful triangular points. Sam ran her hands along the back and downward,
over Penny's ribs to cup her dangling globes. Penny kissed deeper down her
trunk, heading for Sam's lower belly and points south. As her head went
lower, her ass raised up higher into the air and Liz was afforded a
spectacular view of the full, round perfection of Penny's rump and the
symmetrical beauty of her outer labia making a perfect long oval football
shape as it peeked out from below Penny's ass and was pressed tightly
together by her satiny thighs.

In spite of being almost exhausted and sore, Elizabeth couldn't help but be
again excited, the cold shot of thrilling energy shooting along her nerve
endings, by the sight of Penny's perfect, moist cunt. Elizabeth began again
to fondle her own slit, feeling the warm fire slowly to begin building, yet

As Elizabeth began to masturbate, Penny was flicking her tongue over the
upper reaches of Samantha's pussy and Sam was leaning over as far as she
could reach, getting her hand between Penny's buns, working her way down.
Although this "Twister" position was fun for a few minutes, the strain of it
became too much for the two of them and they reluctantly broke it.

Penny walked on her knees to a position behind Sam, pressing her pussy into
the small of Sam's back, reaching around and grabbing the shorter girl's
impressive breasts and squeezing them. She nibbled on Sam's ear and said, in
a throaty whisper, "Where did a little thing like you get such nice big

Samantha turned her head to the side and returned Penny's lascivious grin
with one of her own. Again, the two played their tongues over each other as
Elizabeth watched, her self gratification moving along at a leisurely,
comfortable pace.

Penny grinned and said "I have just what you need..." and let it trail off
mysteriously as she crawled over to where she had put her purse down when
she first came in. She parked on her knees, leaning back on her haunches
with her back turned toward them. Sam lowered herself , lying on her belly
on the rug, looking over her right shoulder at Penney, who presently turned
back with a smallish dildo and a lewd and lascivious look on her face.

"And I just carry makeup and my wallet..." said Elizabeth.

Penny crawled back over to them and assumed a commanding position behind
Sam. She gripped her at the hips and waist and raised her up so that she was
perched on all fours. She extended the pretend member to Sam's lips, clearly
indicating that she should suck it. Samantha took it into her mouth (with
Penny never relinquishing control), and covered it's length with her gooey
saliva, lovingly flicking her tongue over the head as if intent on
pleasuring it's non-existent owner.

Penny took it back and wasted no time in rubbing it up and down Sam's wet
vulva, then slipping it in. Sam gasped slightly and then began to really
enjoy the groove of the rhythm that Penny set up. Soon she was thrusting
slightly, causing Sam's huge breasts to swing, pendulum like, to and fro. It
was this sight that caused Elizabeth to decide to jump back into the fray,
and so she laid down flat on her back and scooted under Sam's body, her head
and torso turned 180 degrees from Sam's, heading back to engage in a classic
sixty nine position.

She got herself into position, relishing the rough/soft texture of the area
rug on her bare back and firm, muscular ass. As she reached up to
squeeze Samantha's dangling tits, she felt Sam nuzzle her face between her
thighs. Liz smiled, relishing the sensation as Sam, avoiding all
preliminaries, dove straight toward eating her pussy.

They must have made quite a sight, thought Elizabeth. She on her back on the
floor fondling and reaching up above her head to masturbate Sam while Sam
went down on her and Penny energetically fucked Sam and occasionally leaned
down to kiss Liz, hard at work.

Sam felt her long delayed orgasm building, swiftly and suddenly, as the
combined attentions of the other two suddenly hit a crescendo. Penny
nibbling of her buns, Liz's frigging of her button and last, and certainly
not least, Penny's pounding her with the dildo, all combined to break the
dam and she moaned one last long time, her hot breath ticking Elizabeth's
soaking thighs and then she half lowered herself and half collapsed to the
carpet, angling herself away from the joined pile she and Liz had made.

As she lay on her stomach, nearly exhausted, Liz rolled over and looked at
Penny, resplendently nude and covered in a sheen of sweat, holding the dildo
up to her lips and lovingly tasting the juices on it. Elizabeth pushed
herself up to her knees and walked on them over to Penny, a few feet away
and leaned in for a kiss. They kissed once, twice and then Penny placed the
phallus upon Liz's full, juicy lips and Elizabeth took it in, sucking it
like she had sucked no dick ever before (and in spite of being relatively
low key in her sexuality, Elizabeth Webber had sucked some nice dicks and
had always received praise for the energy and skill she brought to the job.)

Elizabeth took the initiative and pushed Penny gently backward. Her fellow
waitress looked at her sidelong, raising her eyebrows in a gesture of
surprise, but smiled and went along, propping herself up on both elbows. Liz
began to trace kisses down Penny's sweaty belly and, after spending a little
time there, exploring Penny's flat abdomen, nudged her thighs apart. Penny
obliged by opening them, her honey colored skin again arousing Elizabeth's

Liz took the still slick dildo and worked it along the edges of Penny's
labia, teasing them with long slow strokes. Penny smiled to her and gently
played her hands along Elizabeth's ribs and down over the curve of her hip.
Tiring of playing around. Liz slid the ersatz prick into Penny's slit. The
way was smooth and yielding and Penny pursed her lips, letting out an

Elizabeth smiled and began to set up a steady rhythm of pushing it in almost
all the way and drawing it ever so slowly out. As she did this she rubbed
Penny's swollen clitoris and drove her friend closer and closer to the edge
of ecstasy. Penny began to join in, masturbating herself and freeing up
Elizabeth's hand to do other things, like squeeze and pinch Penny's nipples.
As they kissed, longer and deeper, Penny began to feel the stirrings of her
own orgasm. "C'mon, baby,...fuck me harder!" she hissed through clenched
teeth as Elizabeth rode her harder, like a three year old in the Kentucky
Derby, toward her goal.

Elizabeth had always preferred clitoral stimulation when she got herself
off, rather than dildoes but she had become, in a short time, very skilled
and proficient in their use and her hand was almost a blur as she fucked
Penny as hard and as fast as she could.

Suddenly, without any warning or apparent buildup, Penny pitched forward,
clenching Liz's shoulder and came, her legs and thighs visibly shaking,
expelling a sudden warm gush of liquid. Elizabeth looked down, surprised by
the discharge, but nonetheless carried along by her new lover's obviously
intense enjoyment, and more than a little turned on herself that she had
caused such a major event.

As Penny's body gradually wound down, she lessened her whiteknuckled grip on
Liz's shoulder and fell back on her back, sated as she hadn't been in a long
time. Liz gently kissed her belly again, and kissed her on the cheek,
blowing on her sweaty skin to cool it. Penny smiled and cupped Liz's cheek
in her palm and closed her eyes.

* * *

Sometime a few hours later, after all three girls had slept contently in the
warm studio, Liz heard a rustle and opened her eyes.

She saw Penny pulling her sweater back over her head, the final move in her
act of dressing. Elizabeth slid out from under the blanket she was sharing
with the still snoozing Sam and padded over to Penny, still nude.

Penny smiled and embraced her, with Liz enjoying the feeling of her rough
sweater on her own bare breasts. Elizabeth said, very quietly, "Uh, maybe we
should talk about this before you leave..."

Penny brushed Liz's hair away from her forehead and said "We can play this
anyway you want. We can do this again sometime or never again. I just don't
want you to regret it."

Elizabeth Webber smiled up to her and said "I never will. This was amazing."

Penny smiled her brightest megawatt smile and kissed Liz one final time
before donning her coat, slinging her purse over her shoulder and heading
for the door. Liz padded after her, still totally nude, and stood behind the
door until Penny stepped into the hall. As she prepared to close the door,
she stepped out behind it to wave. It was a building that she was the only
tenant of, so there was no one but Penny to see, but still...this morning
she wouldn't have been so bold.

Penny's last sight, before turning the corner, was sweet little Elizabeth
Webber standing nude, her deep full brown pubic bush outlined in stark
relief against her pale skin, in her doorway. The light from behind framing
her with a halo, like the angel that she was.


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