"Oh my god! That movie was fucking scary!" Mel squealed as we walked down the street from the movie theater. "I know, and when Charlie popped out of the chair and stabbed Kirby I was so so surprised!" I replied. "Do you wanna come back to my place and just sleep over? Its really late." Mel asked me. "Ya, that sounds like a better plan then spending the ngiht watching more movies." I concluded. When we got to Mel's building we went up the elevator to her door, she unlocked it and we stepped inside. "Just throw your coat on the chair there, Ill lend you some PJ's." "Maybe just a shirt, Id rather just stay in my undies if thats okay?" I asked. "No worries, I hate PJ pants to!" Mel suggested going to her room and talking and as we were laughing and rolling around on the bed Mel brought up an intriguing question: "Have you ever imagined what it would be like to fuck a girl?" "Ya, it turns me on a lot more then thinking about fucking guys..." I replied. "Well do you wanna try? Just try! If you dont like it then we stop!" "Uhm, yea i guess thats okay.." Mel leaned over and we both sat on our knees facing each other. She leaned in and we started kissing, hesitantly at first but then seriously making out. I reached for Mels top and she pulled it off revealing nice round titties. I kissed down her neck and started to suck and tease her nipples. She gasped and playfully smacked my ass which sent an electric feeling down to my pussy. I brought my face back up and we kissed again, I pulled off my top and being nighttime, I wasnt wearing a bra either. She pushed me down and started to suck my nipples, making me shiver and moan a little. She kissed down my stomach and started to rub my pussy which made me really moan. Then I felt her start to lick my pussy through my undies and that made me so wet I slid my hand down and started to rub my pussy. She removed my hand and I slid off my panties. I spread my legs and could feel her hot breath on my pussy. "Lick my pussy Mel..!" She leaned in hungrily and started to lick and suck at my clit. She started to finger me and lick at the same time which had me moaning so loudly Im sure the neighbors could hear! I gasped and moaned and moved the hair away from her eyes, she slid her tongue in a little ways with her fingers and I arched my back with pleasure. She removed her fingers and just continued licking. Then she slid a wet finger up my ass and started to work me there to. "Im cumming , oh yea Mel you bad girl." And I lay there breathing heavily until Mel came back up and kissed me some more. "Your turn." I sayd huskily. I lay my head on a pillow and felt her sidle up my body until she reached my mouth. I had the perfect view of her sweet pussy that was dripping wet and I told her to sit down. She satand I instantly slid my tongue up her pussy. She arched her back and I could see her titties boucing with the action. I started to flick my tongue over her clit and, hearing her moans of satisfaction, I sucked it too. I grabbed her ass with my hands and kneed it while she thrusted against my mouth. I continued to lick her pussy until I felt her hot cum explode in my mouth. I licked my lips and moaned. She sidled down, straddled me and started to rub my tits with her wet fingers. "Wanna 69?" Mel asked. "Yes!" I smiled big. We kissed and I slid on top of her. She pulled my ass till my pussy was right over her mouth and I felt her hot tongue slide over my pussy. I started to finger her and lick her clit till she was bucking and moaning. She continued to eat me out and then slid her tongue up to my ass. She licked my asshole and slid a finger in which made me moan and spread my legs farther apart. She slapped my ass and I moaned and got back to sucking and licking her pussy. I started to finger her again and felt her stop working me and reach over. I heard her rustling around and turned to see her holding a vibrator. We continued to 69 and I felt her slide the vibrator over my pussy, making me shiver and gasp. She started to fuck me with it and I sat back to meet her thrusts. I moaned and rubbed my pussy and felt her hot breath on my ass. I yelled out one final cry and slumped back. I climbed off her and she started to laugh. "Wow, this is so much better then when I imagined it." I giggled. I slid the vibrator from her fingers and lay down inbetween her legs. I started to let it vibrate over her clit until she arched her back and moaned really loud then I licked and eased the vibrator into her tight pussy. I felt her shudder and heard her gasp as I started to fuck her. I kept it up and she started to buck and cry out. I continued until she yelled: "Im cumming! Oh Hannah!" She collapsed against the bed and I crawled up to her. We curled up together and fell asleep.