| The following is an erotic and explicit love involving two 13 year
old girls, Trisha and Jennifer, and Jennifer's Mark. If
explicit sex bothers you then please read no further. On the
other hand, if it doesn't then you're probably not reading this header
anyway :) Enjoy......S.P.
*********** TRISHA AND JENNIFER **********
By: Stephen Peters
"Oh, MOM!" Trisha protested.
"I'm sorry lady", her answered "but Marie can't make it
this afternoon and your dad and I need the help."
"But I was gonna...."
Trisha was usually lucky about these things, normally she got the
day to herself, but this time she was stuck -- no doubt about it. Her
parents were hosting another one of their endlessly long social get
togethers and when their housekeeper couldn't make it, it was her
responsibility to help out. Even if she were only a kid she still had
to act the sophisticated lady, the perfect hostess. It was part of what
was expected of her and her would not tolerate any dissent. And
that's how Trisha found herself on a beautiful mid-summers afternoon
serving punch to a bunch of people she didn't know (or even care to
know) while listening in complete and utter boredom to her dad ramble on
to one of his business partners about his wonderful daughter.
To the casual observer Trisha had everything. She was beautiful;
tall and lithe with a long elegant neck and high cheekbones. Her eyes
were a light china doll blue, her hair was the color of ripe wheat, and
when she moved it was with a natural feminine grace that in another,
earlier time would have marked her as a person of nobel birth. In
addition, both her were successful business people (her dad was
a corporate lawyer while her brokered high priced real estate) so
Trisha didn't lack for material possessions. She basically had
everything she wanted -- or at least her thought so. What
Trisha didn't have was their attention. Oh, they acknowledged her
presence and were always quick to point out to their friends what a
lovely they had but they never seemed to talk to one another,
or listen, or do anything together as a family. She understood that her
parents loved her (or tried to, anyway) and she knew that she didn't
really have any right to complain. Still, at that moment she was both
mad at her dad for AGAIN turning her into a display piece and bored out
of her skull. As she stood there mechanically ladling out drinks,
listening to him brag about her, she could take it no longer. When her
dad had finished she politely excused herself and ran to her bedroom,
slamming the door behind her.
Trisha leaned against the door and blew a wisp of hair from her
face. Unlike her present mood Trisha's room was bright and cheerful.
Warm afternoon sunshine streamed thru the south window onto the bed and
its fluffy pink bedspread. Next to the bed stood her dresser and
mirror. A couple of teddy bear posters hung on the wall. Trisha had a
thing for teddy bears, including an stuffed toy one that sat on the
chair next to the dresser. She went over and picked it up then sat down
on the edge of the bed, hugging the furry to her chest. Trisha
was not so much bored as she was lonely. "I wish Jenny were here" she
said to herself. She lay back and closed her eyes, thinking.
From an early age Trisha knew she was different. For one thing,
she was incredibly shy. Although she was popular (her good looks saw to
that) it was painful for her to engage in casual conversation with other
people; she just didn't know what to say. Striking up a conversation
with one of the that hung around was completely beyond her. Her
parents didn't help much as they were so busy with their social
activities that they had little time for encouraging hers. For Trisha,
books were her escape. While reading it didn't matter that she was
awkward and shy around other people, she could be anyone she wanted.
Trisha also had an active imagination and lately she had taken to
creating her own and poems. Sometimes the came from
things she had read in her books but there were also more personal,
private she didn't dare write down. Trisha was acutely aware of
her growing just-turned-teenager sexuality and she made up based
on her fantasies. It was while thinking about one story/fantasy in
particular that Trisha finally admitted to herself that they almost all
revolved around other girls. She had always been far more comfortable
around than and now "comfort" had turned into sexual
attraction. She wasn't particularly worried or upset with herself
(Trisha was not one to question her own body) and it wasn't like she
hated boys, but she did wonder if she would ever find some way to fit in
with the rest of her friends; be like they were.
In one way she thought of herself as pretty lucky. She liked sex,
(she could not remember a time when she didn't masturbate) and she
always seemed to have at least one friend who enjoyed it as much as she
did. Trisha had fooled around with a cousin once or twice, but by far
the best times were with her girlfriends. She remembered especially
Nicole, her best friend before she moved. Dreamily, she brought the
bear to her face, inhaling deeply the pleasant, musky scent of her own
cunny. Instantly she was back in her house, laying on this same bed
with the warm sun streaming onto her naked body. Beside her was Nicole
and she was rubbing the toy against Trisha, masturbating her. Perhaps
it was the boredom, or maybe loneliness, Trisha didn't know or care; she
just wanted to again feel the special warmth and excitement that memory
invoked. She stood up and looked out her bedroom window. No one was
near. Reaching under her dress she removed her panties, let them drop
to her feet, then gracefully stepped out of them. She lay down, and
lifting her dress out of the way nestled the stuffed bear between her
legs. Just as in her memories the sun warmed her legs as she closed her
eyes and settled into her sweet routine. She did not hear the door open
as Jennifer stepped into the room.
If ever the principal of 'opposites attract' needed proof, Trisha's
best friend Jennifer supplied it. With a square, boyish body, light
brown skin, and worn in a braid over her back, Jennifer
was the epitome of a tomboy. Possessed of an easy, outgoing
personality and big soulful dark eyes, she also had no trouble
attracting and keeping friends. Jennifer had the natural grace of a
born athlete and, unlike Trisha, took great pleasure in athletics.
The lived in a standard issue, middle class neighborhood:
Jennifer with her and brother. Jennifer's had died when
she was a child and her dad never remarried so for practical
purposes Jennifer grew up in an all male household. Her dad treated her
as "one of the boys"; she never did (or particularly wanted to) do the
things the other did. It wasn't until Trisha moved in next door,
about a year ago, that she even had any close girlfriends. At first
Jennifer didn't know quite how to respond to her shy, quiet neighbor
with the loud parents. As she started to get to know her however she
realized that Trisha was not so different from her. Both were
adventuresome in their own way, Trisha with her books and Jennifer thru
athletics. They were also, in significant ways, out of place with their
peers. Perhaps that's why, Jennifer finally decided, Trisha accepts me
as I am -- tomboy and all. Trisha, on the other hand, could hardly
believe the whole new world that Jennifer introduced her to. Jennifer
took her out to the park to play catch with her or play
basketball on the sidewalk or go roller-skating; things that she never
had the courage or encouragement to try before now. However, the thing
that really endeared Jennifer to Trisha was that Jennifer actually
wanted to listen to her stories. Almost every weekend that spring they
met, lunch bags in hand, to go walking in the nearby park. There they
spent hours strolling, talking, exploring the grounds, with Trisha
reciting her poems and stories. Gradually, Jennifer realized that
Trisha had a deep crush on her. And to be honest, Jennifer thought, she
was getting attached to her shy, beautiful friend also. Attached not
only to her, but to their physical relationship as well.
From the very beginning Jennifer knew that Trisha was attracted to
her body, and she was surprised by how natural and unselfconscious their
sex play was. It was totally different from any "doctor games" Jennifer
had ever played and she genuinely enjoyed Trisha's hugging and touching.
As for Trisha, she was relieved beyond words that Jennifer did not
reject her advances. Many times during those long walks, if they could
find a place to be alone, Trisha would stop and lean against a tree or
building and wrap her arms around Jennifer, pressing their bodies
tightly together. Sometimes, with Jennifer's strong body supporting
her, Trisha would bury her face in Jennifer's hair and wrap her legs
around Jennifer, rubbing herself against Jennifer's hip. As they became
more at ease with one other Jennifer started unbuttoning her pants,
letting Trisha slip her hand beneath her to touch and caresses
her. Soon, Jennifer was reciprocating. The first time Trisha spent the
night at Jennifer's house Jennifer undressed Trisha totally then had her
lie down so she could caresses her from head to foot. She even Trisha's large, cherry nipples.
Still, despite these shared intimacies, nothing prepared Jennifer
for the sight of her friend, legs splayed out across her bed with the
bear tucked tightly in her crotch, masturbating herself with obvious
enjoyment. Jennifer gasped and put her hand over her mouth. Trisha,
suddenly realizing she was not alone, bolted upright on the bed and
hurriedly tried to smooth her dress. Wide eyed they stared at each
other. Jennifer stammered a frustrated, embarrassed "Uhh..", then did
the only other thing she could do under the circumstances; bust out
laughing. Great fits of laugher racked her body, till she could no
longer stand. With her back against the doorjamb she slid to the floor,
hand clamped over her mouth. Meanwhile, Trisha, in a desperate effort
to contain herself, buried her head into a pillow. She wasn't sure if
she would die first of suffocation or a rupture. For several minutes
both were completely incoherent with laughter, till Trisha finally
brought herself under control long enough to speak.
"Oh wow, Jennifer," Trisha said, still trying to catch her breath
"the look on your face..." Just thinking about it sent Trisha off onto
another round of hysterical giggles.
"I'm sorry Trish," Jennifer stammered "I -- I came looking for you
to see if you could come over tonight. Your dad said you might be in
here. I, uh, didn't know about the party." She stifled another guffaw,
then took several deep breaths, gradually bringing herself under
control. "My parties are just the pits, aren't they. Here -
come on over and sit." Trisha indicated a spot on the bed next to her.
Jennifer stumbled over and flopped down on her back, holding her tummy.
It was still sore from laughing. Trisha continued. "I was getting real
bored and well--" she paused "I decided to go to my room. I really
wasn't planning on doing anything, just happened."
"Don't worry about it," Jennifer replied, trying to reassure Trisha
"my has walked in on me more than once." She picked up the
stuffed bear and looked at it, turning it over and examining it.
Finally, in a rather curious voice, she asked Trisha "I didn't know you
used a stuffed bear to, um -- masturbate."
Despite Jennifer's reassurances, Trisha had an embarrassed look on
her face as she answered. "Well, I don't really, I was just remembering
one time when I was playing around with a friend. Mostly I use my hand
-- like I do with you." She looked at Jennifer, gave her a
Jennifer grinned back "Promise you won't tell?"
"OK" Trisha replied.
"Well, you remember how I said Mark had walked in on me, well - one
time I let him watch.
"What!??" Trisha exclaimed.
"Shhhh. I was on the couch watching with a blanket over me. I
was in the middle of, uh, doing it when he came in and I just couldn't
stop. I'm sure he knew what I was up to 'cuse he grinned right at me."
They fell silent. Trisha looked around the room, as if waiting for
something. Jennifer eyed her friend thoughtfully, noticing that Trisha
would not look at her. It was clear what she wants, Jennifer thought,
she's just to shy to ask for it directly. Oh well.
"Hey, Trish" she said finally "do you want me to, uh, caress you
for a while"
Trisha actually let out a sigh of relief. "Oh please, yes. But
first lock the door."
Jennifer went to the door and drew the old-fashioned bolt lock
closed. Trisha lay down and again spread her legs, this time bringing
her dress up to her chest. Jennifer returned to the bed and sat on the
edge, next to Trisha. In what had become their private ritual, she
moistened the two middle fingers of her hand with her mouth then placed
them against Trisha's pussy.
Although they had felt each other up many times before this was the
first time Jennifer had ever seen Trisha's cunny up close in the
daylight and she wanted to take her time and explore. Leaning over
Trisha's body she cupped the swell of Trisha's mons in the palm of her
hand, letting her fingers frame the pink slit of her friends vulva.
Trisha looked and felt wetter than she could ever remember. Gently she
parted the lips, revealing the pearl of Trisha's clit and the moist,
pink folds of her flesh. The dark of Trisha's reminded
Jennifer of a budding flower, waiting to bloom. Jennifer slipped her
fingers between the lips, softly stroking the folds, spreading them
until Trisha's clit was completely exposed. She then added her thumb
and with slow, gentle squeezes massaged Trisha's nubbin, smearing
Trisha's copious juices across her mound and into the tuft of pubic hair
atop her pussy. Trisha moaned, soft and low.
What came next Jennifer didn't plan, it just happened. With a
sideways, peek-a-boo glance at Trisha to catch her reaction, she pressed
her middle finger to Trisha's vagina. "Uh?" Trisha voiced, then her
eyes opened wide as she realized what Jennifer was about to do.
Instantly she was up onto her elbows, staring down her body at
Jennifer's hand as it covered her pubis. Trisha tensed, waiting. It
was as if all her senses were concentrated at the entrance to her
vagina, balanced on the end of Jennifer's finger. Jennifer finally
turned her head and for the first time looked openly at her.
"Can I?" Jennifer asked softly. Trisha questioned her with her
eyes and Jennifer answered with a shy but knowing smile. "It feels good
-- really" Jennifer whispered.
"You've...done it?" Trisha whispered back, not quite believing.
Jennifer nodded. Trisha had always trusted her friend, it was
simply part of the relationship, and she knew Jennifer would never her. Slowly she sank back onto the bed, closed her eyes, and with a
quick shift of her hips offered Jennifer a straight path into her body.
Jennifer worked her finger into her, slowly rocking her digit against
the tight opening till, suddenly, she was in to the first knuckle. The
rest of the way was easy and a long minute Jennifer held still; her hand
covering Trisha's cunny, Trisha's warm, wet tight about her
"Jenny - hurry!" Trisha groaned impatiently. Trisha's eyes were
closed and her body tense, hands in fists at her side. Jennifer settled
in and started masturbating Trisha in earnest; rubbing Trisha's clit with
the palm of her hand as she drew her finger in and out of her friends
pussy. Trisha moaned, low and breathy, then lifted her hips off the
bed, pushing her cunny into Jennifer's enclosing hand. Suddenly, with
complete certainty, Jennifer realized that Trisha was going to reach
climax. She slipped her finger out of Trisha's and started
running it across her friends clit, silently urging her on. Trisha's
mouth opened wide and she shook her head from side to side, gasping for
breath in between her moans. Finally, with a long, high pitched keen
Trisha climaxed, then exhaling deeply sank back onto the bed. Slowly
she relaxed, the tenseness flowing from arms and legs as her breathing
returned to normal. When she opened her eyes again Jennifer greeted her
with a warm smile.
"Beats the heck out of that bear, doesn't it?" asked Jennifer.
With that she collapsed onto Trisha, burying her head in Trisha's chest.
Trisha threw her arms around her, and together they lay, rocking back
and forth, giggling and hugging one other. Jennifer was genuinely happy
for her friend and, although she would never admit it, proud she was
able to make Trisha climax.
"Wow," Jennifer said, finally sitting up and grinning "that must
have been great for you."
"It was." Trisha sighed. "I've before when I, uh, you know,
rubbed myself, but it was nothing like that." She paused, looked at
Jennifer solemnly "I've never had anyone put their finger in me before."
"It didn't or anything?" asked Jennifer.
"Oh no, it felt good, it felt like -- Oh, I don't know how to
describe it." She smiled, shrugged her shoulders. She really didn't
have to say anything. "Say," Trisha continued "have anybody ever,
like, given you an orgasm before?"
"No" Jennifer replied. The two stared at each other. Now it
was Jennifer's turn to look shyly away. The next question did not have
to be asked, nor an answer given. Trisha simply patted the bed beside
"Lie down" she said.
Listening to Trisha, watching her body move as she caressed her;
these things had thoroughly aroused Jennifer. Now the thought of Trisha
doing the same to her made her stomach tighten in excitement and her
breath come in short, shallow gulps. She stood and unsnapped her jeans,
let them slip off her hips to fall about her feet. Her were
next, floating down her long legs to lie about her ankles, and then she
kicked them both off onto the floor. Climbing onto the bed she lay down
next to Trisha. Trisha rolled over and sat up on her elbow, facing her.
Jennifer parted her legs, waiting for Trisha's hand. Instead, Trisha
sat up and got off the bed.
"What is it?" Jennifer asked.
Trisha did not reply. She walked around to the foot of the bed,
paused, then flopped between Jennifer's outstretched legs, letting her
head come to rest on Jennifer's tummy. With a wiggle she scooted down a
bit, then, crossing her hands over Jennifer's pubic mound and resting
her chin on the back of her hands, looked up at Jennifer. Trisha gave
her a shy grin, but her eyes held something else; something that
Jennifer could only describe as a longing, almost pleading, look.
"What's the mat -" Suddenly it dawned on Jennifer what Trisha
wanted: permission. Trisha wanted permission to put her mouth between
"Oh. Trish." she breathed.
Once, in the sleepy afterglow of the sex play accompanying an all
night birthday party, they had talked about it, about "kissing down
there" as Trisha so delicately put it. Trisha confided to Jennifer that
she would never let someone do that to her, it was too dirty, too gross.
Now, laying there between her legs, Trisha was offering Jennifer the
very thing that she herself was unwilling to receive. Jennifer took a
deep breath, trying to steady herself as she propped herself up on her
elbows. She wasn't sure if she even knew the words to say to let Trisha
know that it was all right, that she had longed for this from the first
time they had talked about it. In the end, she used Trisha's own words.
"Trisha" Jennifer's voice was as steady as she could make it "if
you want to kiss me down there, it's OK."
Trisha opened her mouth and placed it full over Jennifer's cunny,
tongue resting flat against her clit, and for a brief moment she tasted
Jennifer's sweat and the faint, peppery spice of her pee. It was not an
unpleasant taste and, for Trisha, simple part of her friends natural
allure; nuzzling Jennifer's mons she slid her tongue down Jennifer's
vulva, drenching her with saliva. The heady, musky odor of Jennifer's
sex filled her nostrils and as Trisha dropped her face lower Jennifer
told her to keep going, whispering soft words of encouragement and
pleasure. Trisha trailed her tongue across the soft, milk white skin of
Jennifer's thighs then into the angle where thigh met crotch. She
kissed Jennifer's cunny as she would a mouth, cuntal lips to her lips,
tongue reaching to explore every small and delicate fold. Jennifer was
very moist now and Trisha stopped to savor the warm, almost sweet
wetness; with a flick of her tongue she drew the juices into her mouth.
She swallowed then went back for more, lapping Jennifer clean.
Jennifer, her voice now little more than a soft moan, implored Trisha to
keep going. Slowly, lovingly, Trisha lapped her friends cunny, letting
her soft, wet tongue cover Jennifer from to clit, painting her
with saliva. They were both making noises now, Trisha a deep purring
sound in back of her throat, and as Jennifer's cunny began to flower
Trisha buried her nose between the opening lips, tongue searching for
Jennifer's vagina. Trisha wanted very badly to put herself inside
Jennifer, just as Jennifer had put her finger inside of her. Jennifer,
sensing Trisha's desire, lifted her knees off the bed and spread her
legs wider, consciously trying to relax and open herself to Trisha's
steady, firm probing. Trisha got her hands beneath Jennifer's bottom,
steadying them both, then cocked her head to one side. With her open
mouth held tight against Jennifer's she curled her tongue and very
slowly, very carefully worked the tip into Jennifer's cuntal opening. She
paused, and then Jennifer suddenly relaxed and opened; with a gentle,
steady push Trisha entered deep into her friends body. Jennifer cried
weakly, her breath gone, taken by the incredible, indescribable
sensation of Trisha's tongue slipping into her. Trisha could hardly
breath her face was so tight against Jennifer's crotch but she didn't
stop until she was as deep as she could go. She tried moving her tongue
back and forth but Jennifer's had closed tight about it; all
Trisha could do was move it ever so slowly in and out. When at last
Trisha withdrew completely and looked up at her Jennifer arched her
back, not wanting to loose contact with Trisha's mouth.
"Please Trish, please - make me cum" Jennifer pleaded.
Trisha closed her mouth around Jennifer's clit, gently sucking.
Jennifer gasped, clutched the bedspread. Trisha, seeing her friends
reaction, started licking her again, this time concentrating on
Jennifer's small, stiff clit. Jennifer groaned, tossed her head back.
She was literally shaking with ecstasy. Her head reeled, her body
clenched and then she came, screaming Trisha's name.
For a long while afterwards the lay utterly still and quite,
Jennifer sprawled out on her back as Trisha rested her head atop her
pubis. Jennifer was totally drained -- legs weak and rubbery while her
stomach felt like it had been turned inside out. She could not believe
the intensity of the orgasm, nor the wonderful, peaceful afterglow that
now washed over her body. Trisha too was tired (her jaw ached and her
tongue felt plain wore out) but she was happy; a feeling born of the
pure, golden warmth of contentment. As she got up from between
Jennifer's legs and crawled beside her to lay down she wanted nothing
else except to fall asleep holding her friend. When Jennifer stirred,
turning towards her, Trisha cradled her in her arms.
"Oh wow Trish, your face is covered -- I mean....Oh, you know!"
Trisha lowered her head, suddenly shy, as Jennifer brushed the hair from
Trisha's face then wiped her chin clean with the palm of her hand. "Do
you want me to do it to you?" Jennifer asked when she had finished. In
truth, Jennifer didn't know if she had the energy to bring Trisha to
climax a second time but if Trisha wanted it she would try. Trisha
looked at her wishfully then finally shook her head. "We better not"
she replied. "I've been gone a long time, and we better get back before
mom and dad start looking for us." She took a deep breath, paused.
Jennifer waited. "Jenny," Trisha confessed in a great rush of breath "I
was wrong about, uh, you know -- kissing down there. It isn't dirty or
gross at all. I'm, uh, glad you liked it....Can I still come over
tonight?" Jennifer, smiling at her friends unnecessary question, nodded
Reluctantly they disentangled their bodies, got up off the bed.
Panties were found and slipped back on, dresses smoothed and hair
brushed. After one final inspection, Jennifer unlocked the door.
"Ready?" she asked.
"OK -- oops, one more thing" Trisha replied. She bent over and
picked up the stuffed bear, tucked it next to the pillow on the bed.
She straightened up, then took Jennifer's hand.
"Come on, lets go" she said. Hand in hand they slipped out the
---------- later that day --------
"You know, Jenny" Trisha said, smiling thru a mouthful of chicken
"I really would like to finish this."
It was dusk, and Trisha was standing in the middle of the familiar,
chaotic mess of Jennifer's bedroom. Her party had finally
broken up about 7pm and Trisha quickly showered and changed, grabbed her
pack and bedroll and wandered over to Jennifer's house just in time to
enjoy the last of a summer's evening barbecue. Jennifer was with her
dad and her Mark, and together the four of them sat around the
picnic table, Trisha contentedly munching on a chicken leg while
watching Jennifer and Mark engage in their playful brother/sister
teasing. She really enjoyed being around Jennifer's family, but it was
a bittersweet pleasure. There was genuine love here, and an easy, warm
informality that Trisha could only contrast to her own families
stiffness. It was not a favorable comparison.
Jennifer was in especially good spirits this evening and started
chasing Mark in and out of the house, occasionally grabbing for Trisha
as she ran past. Mark finally sought refuge behind Trisha's chair,
gasping for breath, and Jennifer was about to go after him thru Trisha
when her dad called a halt to the roughhousing. "That's enough" he said
"Jenny, come her and give me a hand with these dishes, will ya."
Jennifer grumbled, but went to help her dad as Trisha motioned Mark to
sit down next to her on the bench.
Mark was the only Trisha felt comfortable around, could talk to
without claming up, and she took every chance she had to talk to him.
Tall and gangly, cute rather than handsome, he had the same athletic
ability as Jennifer and a good dose of brains beside. Even at his age
(just a year than the girls) everyone assumed he was going to grow
up and go off to and, as Jennifer's dad liked to say, become
"someone important". He also had the ability to make people laugh,
especially Trisha. She never got tired of his humor, his ability to see
the bright side of things even when it seemed to Trisha there was no
bright side. Trisha understood why Jennifer always talked about him,
loved him so. Trisha loved him too, in her own way. While Jennifer and
her dad did the dishes Mark and Trisha talked, long and easy.
Jennifer's dad stuck his head around the sliding glass door.
"Mark, how about you and I go and pick up a couple of for this
evening. Your says she'll stay here and keep Trisha company."
Mark left and Trisha realized she still had not yet finished her meal.
Hungrily she turned her attention to finishing the last piece of
barbecued chicken when she heard the front door close. Almost
immediately Jennifer appeared, grabbed her by the waist and guided her
into the house, down the hall and into the bedroom. It wasn't very
subtle Jennifer realized, but they had some unfinished business.
Jennifer's bedroom was definitely that of a fun-loving, athletic,
tomboy. clothes were piled in one corner, beneath a large Air
Jordan poster that dominated one wall of the room. Library books, fan
magazines, toys and a basketball were scattered about on the floor.
Mark's baseball mitt hung over one of the bed posts ("how did that get
here?" Trisha wondered) and the sheets where thrown off to one side,
just as Jennifer had left them when she bounded out of bed that morning.
Like Trisha's bedroom, Jennifer's had a south facing window, and the
warm, golden-red light of sunset filled the room. The familiar
surroundings comforted Trisha, but she was a bit overwhelmed by
Jennifer's obvious desire. Even now, as she held the last piece of
chicken in her hand, Jennifer stood before her fumbling with the top
button of her shirt. Trisha put down her meal, wiped her hand on her
jeans, then put her hand over Jennifer's.
"Hey -- slow down" she said "I'm not going anywhere."
Jennifer stopped, dropped her hands, then leaned her head against
Trisha's shoulder. "Trisha, I'm sorry." Her voice was soft, apologetic
"I guess I am acting kinda dumb." She paused, struggling for words, then
looked at Trisha in exasperation. "Oh, Trish! It's hard to explain.
It's just that what we did this afternoon - you know, when you did it
with your mouth - it felt sooooooooo good. I get really turned on
thinking about it, and thinking about tonight and maybe doing the same
"You don't have to" Trisha replied.
"I WANT to," Jenny said, no doubt whatsoever in her eyes. "I
really do. It's just sorta scary, that all. I've never felt this way
before, so turned on, I mean. Especially --" she stopped, realizing
what she was about to say.
"Especially by another girl?" Trisha finished the thought for her.
She could guess what Jennifer was going thru.
Jennifer bit her lower lip. "Yeah, that's part of it." She gave
Trisha a rueful smile. "Kinda weird, isn't it?"
"Yeah, I guess it is kinda weird but Jenny, look. We're best
friends and I really like you. When I -- make love to you -- (there,
Trisha thought, I said it out loud) it's the neatest thing in the whole
world. I can trust you not to me or make fun of me or anything.
And I also know you like it when were together and do all the things we
like to do. That's all that really matters, right? That were friends
and we can be together and have fun and trust each other. There is
nothing wrong with that." Trisha stopped, out of breath. It was quite a
speech for her and not knowing what else to do, she started playing with
a wisp of Jennifer's hair.
Jennifer looked at her, smiling, almost laughing at her friends
utter confidence in herself and in her. "Trisha, you're amazing
sometimes" Jennifer said "doesn't getting turned on by me, by other
girls, ever bother you?"
"No." It was that simple.
Jennifer thought about it. "Weeellll" she said slowly, "I guess it
wont bother me either. At least, not as long as it feels as good as you
make it feel." She leaned over and kissed Trisha's cheek, smiling, her
dark eyes understanding, playful, willing. That look sent a shiver of
anticipation and delight thru Trisha.
"All right, 'nuff said." Trisha replied. Jennifer nodded her head in
agreement. "I wanna get undressed, OK?"
They undressed each other down to their panties, pants first then
tops. Trisha pulled Jennifer's tank-top over her head and as they sat
down Trisha once again stared in frank admiration at her friends
athletic body. Jennifer's legs were strong, lean with muscle, and her
hips were narrow; the hips of a graceful, fast cat. Jennifer was six
months Trisha's junior and just starting to enter puberty but already
she had -- small, firm handfuls topped with smooth brown
nipples. Trisha thought (although she never told Jennifer this) that
they were simply, truly beautiful. Trisha was also into puberty (unlike
Jennifer, who's was totally hairless, her pubis sported a
patch of fine, golden peach fuzz) and her hips were beginning to lose
their boyish, angular lines but so far her were no more than
large (albeit pretty) nipples. Trisha was terribly self-conscious about
them and she could not begin to tell Jennifer what it meant to her when,
on the night of their first sleepover, she so tenderly took them into
her mouth and them. That small act, more than anything else, had
cemented their relationship.
Together they sat, cross-legged on the floor, their knees touching.
They talked softly, no hurry, words flowing easily from one to another.
As they talked they touched, Trisha resting her hands lightly on
Jennifer's legs, stroking her knees while Jennifer played her fingers
across Trisha's bare chest. When Jennifer brushed her nipples Trisha
stopped in mid-sentence, swallowed hard.
"Oh boy," she whispered "I think I almost came."
"You can't do that from me just touching you, can you?"
"Right now, I think maybe so." Trisha paused. "Jenny, before you
do me I want to feel you up, OK?"
Trisha stood, then leaned down and brought Jennifer to her feet.
They stood face to face, inches apart. Suddenly Trisha grabbed Jennifer
and held her close, pressing her pubic mound against Jennifer's. It was
like the breaking of a dam; they both hurried, excited, fumbling to
remove their panties. Trisha pulled hers from around her waist, let
them drop to her ankles. With one swift motion Jennifer removed her own
panties and stood naked before Trisha. Without a word Trisha reached
for her and they stood together; Jennifer with her legs apart, foreheads
touching as they both looked down to watch. Trisha slipped her hand
between Jennifer's legs, cupping the bare pubis in her palm as she
nestled her fingers between the lips of Jennifer's vulva. Trisha was
very good at this, stroking her clit, fondling the lips, applying just
the right amount of pressure on her mons, and soon Jennifer was weak at
the knees, clutching at Trisha's arms so she could stand. Jennifer bit
her lip, cried into Trisha's shoulder as she climaxed. It was a lot
easier than the first one that afternoon and wasn't as overwhelming, but
she still had to lean against Trisha's body as her legs recovered.
Trisha ran her hands over Jennifer's bottom, bringing her back to earth.
"Mmmm" Jennifer whispered "you're so dam good at this, you know."
Trisha just smiled at her. Jennifer shook her head, breathed deeply.
"OK Trish", Jennifer said, her eyes shiny and bright "your turn."
Playfully she pushed her friend over onto the bed. Trisha's legs
dangled over the edge, still around her ankles. Jennifer knelt
before her, removed the and let them drop to the floor. With
her ankles now free Trisha spread her legs wide, allowing Jennifer to
stare straight into her open cunny. Jennifer's playful expression was
gone, replaced by a look close to reverence as she raised her hand to
touch Trisha. The exchanged excited whispers, Jennifer telling
Trisha how neat and soft her puss looked, Trisha reassuring Jennifer
that hers was just as wonderful. Jennifer gave Trisha a few soft
stokes, then carefully placing her palms against the inside of Trisha's
thighs, braced herself. She closed her eyes, hesitated, then with a
deep breath leaned forward and pressed her lips to Trisha's moist, pink
slit. Her tongue darted from her mouth and for the first time Jennifer
tasted Trisha's musky, sweet/salty wetness. Tenderly she kissed
Trisha's cunny, inhaling deeply the familiar, arousing odor. (Although
she had never tasted Trisha before, Jennifer loved her smell. Oft times
after masturbating Trisha she would un-ashamedly cup her fingers to her
nose and savor the secret, special scent of her.) Jennifer kissed the
sparse pubic hair atop Trisha's mound, then held her friends open
with her thumbs to tongue her from clit to vagina. Back and forth she
went, kissing and licking the lips of Trisha's vulva. Before long she
had covered Trisha's cunny with her mouth and was eagerly the
folds, stopping only to catch a quick breath and the mixture of
Trisha's wetness and her own saliva as they filled her mouth. Trisha
started her familiar low, breathy moan, started bucking her hips against
Jennifer as she neared climax. Jennifer held her mouth to Trisha's
cunny as best she could, licking Trisha's clit with long wet strokes of
her tongue until Trisha cried out, climaxing in a great burst of
Jennifer stumbled to her feet and collapsed onto the bed next to
Trisha. The sun had set and in the half tones of dusk Trisha's skin
glowed white, her cherry nipples turned to dark red. Jennifer gazed
at Trisha's profile; her small delicate nose, her high cheekbones, the
way her hair shimmered in the half-light and, as if for the first time,
she realized how really beautiful Trisha was. She wished her eyes were
cameras so she might keep that image of Trisha in her mind forever.
"Trisha?" she asked softly.
"Mmmmm." Trisha mumbled.
"Would you sleep with me tonight?" Normally, after there sex play
they would return to their individual sleeping bags to talk and maybe
hold hands before drifting off to sleep.
"Mmmmm, OK, sure." Trisha was starting to waken from the afterglow.
"I, uh -- can we do it some more?"
"Yes, Trish" Jennifer answered quietly, nodding her head.
For the next hour or so the lay in Jennifer's half made bed,
tangled tightly among the bedsheets and pillows, caressing and one other till they were to the point of exhaustion. They could no
longer pretend (nor did they want to) that what they were doing was
innocent, girlish sex play. No, they made love to one another --
passionate, hungry, physical love. For Trisha especially: normally she
was the initiator but tonight Jennifer took control and Trisha found
herself opening her body to Jennifer in ways she never would have dared
before. She was still wet from Jennifer's mouth and Jennifer spent a
good deal of time playing her fingers in and out of her cunny, at times
reaching so deep inside that they touched the back of her cuntal wall.
Jennifer rolled her over and caressed the cheeks of her bottom,
showering them with playful kisses. Trisha returned the favor. They
tried sixty-nine but it was too awkward; neither could concentrate with
the others tongue in their cunny and they ended up collapsing in
giggles. Jennifer finally rolled Trisha onto her back again and brought
her to the edge by thumbing her clit while stroking the folds of her
vulva. Trisha was so excited she didn't say a word when Jennifer's
fingers wondered towards the private, forbidden places below her vagina.
Jennifer got to her knees and, still fingering Trisha's cunny, leaned
over and took a nipple into her mouth; almost immediate Trisha responded
with another shuddering, bucking climax. After Trisha finished Jennifer
sat back on the bed and, to Trisha's utter and everlasting amazement,
put her fingers in her mouth, them clean before finally laying
down next to her, resting her head on Trisha's chest.
"Oh -- sweet -- Jesus -- that was good," was all Trisha could
That wasn't all. Jennifer, in a soft, earnest voice, told Trisha
how good it felt to caress her and (blushing only slightly) how good she
tasted. Trisha had never had anyone talk to her like that before and
the words struck her with almost physical force; arousing her as much as
her friends touch had. When Jennifer finally rolled over onto her back
to take her turn Trisha did not hesitate; she slid to the foot of the
bed, nestling herself between Jennifer's outstretched legs. As she
lowered her face to Jennifer's Trisha caught the clean, floral
scent of soap; mixed with the darker, musky odor of Jennifer's cunny it
created a perfume that touched a deep and elemental desire within
Trisha. She was fast losing control of herself and roughly parted
Jennifer's with her fingers, her tongue searching, not stopping
until it again rested inside her friends vagina. For a crazy moment
Trisha started her tongue in and out, loving Jennifer as deeply
and as intimately as (she supposed) one could love another. She
stopped only when Jennifer took her by the shoulders and pulled her away
to lie on top. They embraced, tightly, Trisha a bit scared and
embarrassed now by her sudden display of passion. Jennifer was meowing
softly, almost a cry, and Jennifer's heart was beating so hard Trisha
felt it against her own chest.
"Oh wow," she whispered "I'm sorry, I didn't mean to get so carried
away. Are you all right?"
"Yes" Jennifer squeaked. For a long while she was silent. Then,
"You felt like a inside me."
Trisha rolled off of her onto the bed. Together they stared at the
ceiling, holding hands, waiting for their bodies to relax and their
breathing to return to normal. "Jenny," Trisha finally asked, breaking
the silence "you've never done it with a guy, have you?" Jennifer
giggled, nodded her head no. "Well" Trisha said "I guess then that was
for practice." Jennifer smiled sweetly and cuffed her with her pillow.
Trisha, properly chastised, slid back down the bed and, with as much
tenderness as her passion would allow, her friend to climax.
The finished as they usually did, engaged a long, playful session
of mutual masturbation. Afterward, laying side by side is the dark,
they were content to simply touch one another. Trisha cupped Jennifer's
warm, wet cunny in the hand while Jennifer idly ran her fingers thru the
soft, golden hairs crowning Trisha's pubis.
"Jenny" Trisha's voice was sleepy, wistful "sometimes I wish we
could, you know, at the same time." Then, almost as an
afterthought, "Actually -- I wish you could make me by laying on
top of me."
"Yeah, that would be neat." Jennifer said thru a wide, sleepy yawn.
She was exhausted, having been in a state of almost constant arousal
since early that afternoon. "Trisha -- I gotta get some sleep, OK?"
Almost apologetically she took her hand from Trisha's cunny, trailed it
over the length of Trisha's body before she rolled onto her side,
curling up next to her friend. "More tomorrow" she mumbled.
"Yeah, I guess so" Trisha said softly, to no one in particular.
She lay their awhile, then reached down and pulled the covers over them.
Jennifer was already breathing the steady, shallow breaths of contented
sleep. Trisha snuck a quick kiss on the lips, wished her a good night,
then closed her eyes. Within moments she had joined Jennifer in the
arms of Morphias.
"Trisha, come on, wake up." Trisha opened her eyes to find
Jennifer's face inches from her own. Jennifer was laying on top of her,
rubbing her body against Trisha's. "Huh, what?" Trisha said. Jennifer
wedged her knee between Trisha's thighs, working them open, and then
Trisha understood. With a sudden rush she awoke, wrapping her legs
around Jennifer's hips, then clutching Jennifer's bottom she pressed her
friends pubic mound against her own. Jennifer arched above her, strong
arms holding her body steady against Trisha's crotch as Trisha rotated
her hips, rubbing her clit and fore-cunny against Jennifer's hairless
mound. Jennifer meet Trisha's thrusts with her own, one time knocking
the headboard against the wall with a sharp bang. Back and forth they
rocked; wet sex against wet sex, hot breath on each others faces.
Trisha raised her hands to Jennifer's budding mounds and pinched.
Jennifer's arms gave way and she collapsed onto Trisha, grinding her
nipples into Trisha's hands. Trisha was close to coming, high on the
plateau of ecstasy, and when Jennifer stuck a tongue in her ear it was
all over. She exploded, thrashing wildly against Jennifer's body,
driving her cunny hard against Jennifer's bare pubis. Jennifer growled,
long and low, then scrambled to her hands and knees and reached for her
own pussy. Closed-eyed and slack-jawed Jennifer swiftly brought herself
to climax. When she came she again collapsed, this time spread eagle
over Trisha's body. Trisha held her tight, feeling Jennifer's body
stiffen then release as the orgasm flowed thru it.
"I -- I wanted to make us together" Jennifer said softly, her
voice wavering "like you wanted before." Her head was buried in the
crook of Trisha's neck and Trisha couldn't tell if Jennifer was
disappointed, or satisfied, or what. Gradually though Jennifer's body
melted into Trisha's and they lay in peaceful, contented silence;
Jennifer's warm breath in Trisha's ear while Trisha trailed her fingers
lightly over Jennifer's spine.
"You wanna try it with me on top?" Trisha finally inquired.
"Na, I just want to lay here for a while. Jeez, what time is it?"
Trisha turned her head towards the alarm clock on the bed stand.
"12:30. You didn't sleep ..." Suddenly she was shoving Jennifer off of
her, trying hide herself between Jennifer's body and the wall. "Oh no,
its your dad!" Trisha whispered in terror. Jennifer rolled over to face
the door, shielding Trisha. Someone stood in the doorway all right, but
the tall, lanky figure was not that of her father, it was her brother.
Jennifer put her finger to her lips, shushing him, then motioned
him over to the bed. Silently Mark crossed the room, sat down on the
floor facing Jennifer. Trisha, peeking over Jennifer's shoulder,
watched in dumfounded amazement as Jennifer calmly snaked her arm out
from under the covers, palm extended. Mark brought his hand up to hers
and they intertwined fingers, a ritual of greeting they had used since
they were children. They hand wrestled for a few seconds then dropped
their arms onto Mark's lap.
"Mark," Jennifer whispered "what are you doing here? You really
"Sorry Trish." Mark whispered back "Look, I can't sleep with you
two -- ummm, how do I say this politely -- getting-it-on right next
door. I can hear almost everything."
"You think dad can hear us?" Jennifer asked.
Mark shrugged his shoulders "Maybe. I don't think he cares."
"Could you really hear us?" Mark couldn't see it but Jennifer was
"Yeah. Did anyone ever tell you you sound like a when you
"Mark!!" Jennifer was still holding her brothers hand and she gave
it a hard squeeze, bending his fingers back. "Ouch" he cried softly "be
"Uh, Mark, Jenny" Trisha had finally gotten her voice back "are you
two going to sit there and have a nice little chat or what?"
Mark and Jennifer were so wrapped up in themselves that Trisha's
sudden comment startled them into silence. Jennifer cocked her head to
one side and stared at her brother, her face questioning, hopeful. Mark
pursed his lips, looked off into the distance. Trisha could tell
something was up, but she dared not guess what. When Mark's eyes
returned he didn't say anything, only looked at his sister. The kids
were communicating on a level that only twins or very close siblings
understood. "You sure?" Mark asked her. She nodded. Trisha's eyes
Jennifer rolled over and, facing Trisha, pulled the sheets over
their heads. She wanted to explain this to Trisha privately, without
her brother's wise cracks. Her voice was soft, matter-of-fact. "Well,
uh, Trish, I never told you this but Mark and me, sometimes we sleep
together." Trisha's eyes grew wider. "Its not like we have sex or
anything" she added hastily "we just like to, well, sleep together." She
paused, waiting for Trisha's reaction. Trisha was still trying to get
her mind around the events of the last few minutes and all she could do
was nod her head slowly.
Jennifer continued, her voice a little easier now. "When we were
little kids we fooled around, you know, watching each other and
things like that, but we stopped doing that stuff until, well -- you
remember when that guy broke into our house?" Trisha remembered. About
a week after Trisha had moved into the neighborhood, someone had tried
to break into Jennifer's house by crawling thru her bedroom window.
Jennifer awoke and sat up in bed, startling him, but instead of backing
out he fell thru the window into the room. Jennifer told Trisha later
that she had never been so scared in all her life as when he got up, his
face cut and bleeding, and rocketed thru the room to the hallway and out
the front door, followed by Jennifer's terrified screams.
"Yes, I remember" Trisha said.
"Well, after the cops had left and dad went back to bed, I was
shaking so badly that I couldn't sleep and I asked Mark to come to bed
with me. It felt so good that the next night I crawled into his bed. I
guess that once we got started we never stopped." Jennifer paused. Her
voice was soft and defiant. "Trisha - I love my brother. Going to
sleep with him beside me is the most natural thing in the world. It's
just like you said before about us, all that matters is that we love and
trust each other." She stopped, looked straight at Trisha. Only then
did Jennifer realize she was trembling, holding her pillow tight in her
"Jenny, you really want Mark with us?" Trisha asked. Jennifer
Trisha didn't know what to say. She remembered talking to Mark
earlier, how comfortable she felt around him. She could also see the
look in Jennifer's eyes and how badly she wanted her to say yes.
"OK" she said softly "I don't want to fool around or anything with
him but, yeah, he can join us."
It was awkward at first. Mark crawled in, snuggled up to Jennifer
as Trisha took Jennifer's hands and held them to her chest. They lay in
silence for awhile, their bodies stiff, hardly touching. This was not
working out like Jennifer had hoped. She was about to call the whole
thing off when Mark raised his head, looked over her to Trisha. His
face was solemn, serious as he spoke.
"So Trisha, do you come here often?"
Trisha glared at him, raised her hand. For a second she remained
poised to strike, then the laughter welled up inside her and she
collapsed into her pillow, sobbing, the events of the day finally
spilling over into tears of release. She reached out again, this time
grabbing Marks hand, pulling it towards her. "Come here" she said,
voice with emotion. Mark reached for her and Jennifer was buried
in a tangle of arms and legs as they tried to hug one another. Mark
finally got his long arms around the both of them, pressing Trisha's
body against his sister's, and together they lay, Trisha quietly
laughing and crying into Jennifer's chest. Jennifer rocked her back and
forth, holding her as Mark caressed her, running his hand over her back
and thru her hair. It took quite awhile for Trisha to calm down enough
to speak and when she did she and Mark slid into quiet conversation.
For a long while they talked, Mark listening wide eyed as Trisha
haltingly explained how it was with her, what had gone on that day and
how she had ended up in his sisters bed. Jennifer lay on her back
between them, watching them both, idly the tips of her fingers
in circles on Trisha's stomach, occasional reaching across her body to
touch her brother. Mark would sometimes absent-mindedly return the
caress but his attention was focused completely on Trisha. Several times
he started to reach for her but Trisha kept right on talking, oblivious
to Mark's body language. Finally, with deliberate, exaggerated slowness
he reached across and put his hand on her hip. Trisha froze. Jennifer,
caught in the middle, turned first from her brothers open and frank
stare of want, to Trisha's look of -- not fright or dread or panic --
just resignation; as if she were steeling herself for some unpleasant
chore. For a moment everything stopped as Mark and Trisha eyed each
other. Trisha finally turned and buried her face in her pillow.
"No Mark, please" came the muffled reply. She turned her head to
face them both and for the first time since Jennifer had known her,
Trisha seemed small and fragile. "If it were some other time or place I
might wanna say yes, do something with you, but not now....I'm not
ready." She paused, took a breath. "Besides", she continued softly
"I'm, um, well, -- cummed out, if you know what I mean. I'm just not in
the mood anymore."
For a long while, silence. Mark put his head back down on
Jennifer's pillow, brought his hand to his chest. The warm, easy mood
of a few minutes ago was gone and Jennifer was afraid one or the other
would get up and leave. "No," she thought to herself "I'm not going to
let that happen." She had spent countless evenings that past year
longing, (no, be honest she thought: fantasizing) about this moment,
having both Trisha and her in the same bed with her, and
whatever it took she would see to it that they remained.
"Mark, put your arms around me." She rolled over so that her back
was to Mark then grabbed his hand and guided it around her. "OK, Trish,
you do the same." Trisha stared at her uncomprehendingly, then Jennifer
scooped Trisha's body up as best she could and dragged her over till
they were touching, stomach to stomach. "Look, you two" she said
quietly "Right now -- what were doing -- is very special to me. I love
you both and I wanna have you next to me and cuddle me. Both of you.
Can I have that much? Please?" She waited.
"OK" her replied, and Jennifer knew without looking that he
was giving her a 'you won but I don't mind' smile. "I think my arms are
gonna' fall asleep though." Trisha didn't say anything, she just put her
head against Jennifer's and snuggled her free arm between Jennifer's
back and Marks body. "G'nite" someone mumbled.
Jennifer got her wish.
Jennifer awoke early the next morning, in a house that was still
and quiet, searching for Mark. His warmth was gone and for a moment she
was disoriented, groping blindly around her till she opened her eyes.
It was dawn, and sometime during the night Mark had gotten up and left.
Trisha was still cuddled close, sleeping on her side, and with her hand
curled loosely in front of her mouth she looked like a child. A
lock of hair had fallen down across Trisha's forehead to lay across her
face and with every slow, steady breath it danced across her mouth. For
a long while Jennifer lay there, watching her friend, wondering if
anyone could be as peaceful as Trisha looked at that moment. Or, for
that matter, as beautiful. Trisha simply glowed. "You know," Jennifer
thought to herself "I could get *real* use to this." She reached over to
brush the hair from her friends forehead and Trisha slowly opened her
"Hi ya" Trisha said softly.
"Hi ya" Jennifer replied "Where's Mark?"
Trisha closed her eyes again, and Jennifer waited as Trisha willed
herself awake. "Um, he got up and left before it got light out." Trisha
answered sleepily "I think he was, uh, kinda frustrated." She gave
Jennifer a wane, knowing smile and both broke into soft giggles.
"Poor guy," Trisha said as she snuggled closer "He is soooooo sweet too.
Maybe next time." Jennifer raised a questioning eyebrow, but, snug in
Trisha's arms, she really wasn't in the mood to pursue her friends last
comment. Rapidly Jennifer drifted back into light sleep full of strange
dreams of flying. It was full daylight before Trisha finally shook her
"Good morning" Trisha said brightly.
Trisha was sitting up on her knees, facing Jennifer, and as
Jennifer watched she yawned and stretched, every muscle in her slender
arms visible as she clenched her hands. She gazed at the ceiling and
shook her head, letting her long hair shimmer down her back like a waterfall. Her nipples stood erect. "You're gorgeous" Jennifer
said in awe, so enraptured by Trisha's form that she was hardly aware
she had spoken. Trisha giggled, covered her mouth, then buried her face
in her hands, wrinkling her nose. "Oh Jenny," she said with disgust "I
need a bath. I smell like -- well, like I've been doing it all night."
"Silly girl," Jennifer shot back "you have." Trisha laughed, fell down
next to Jennifer and they wrestled, enjoying the sensual feel of their
naked bodies. They ended up sitting on the edge of the bed, side by
side, Jennifer with her arm around Trisha's waist. Trisha was staring
out the window and Jennifer gazed at her profile, watching the
morning sunlight as it reflected off her big, pale blue eyes.
"Trish," Jennifer said, her voice a mixture of satisfaction and
wonder "that was really neat, what we did last night. Do you think it's
always like that? I mean, making each other like we did." Trisha
didn't answer immediately, she just continued staring out the window,
lost in thought. "I don't know" she finally replied "maybe its only
something that happens with real good friends or -- maybe we're both
just good at it. Whatever it is, I'm glad." The looked sideways
at each other, exchanging secret, contented smiles. Trisha stood up.
"Come on, you wanna take a shower with me?" Jennifer caught the
happiness in her friends voice. "Yeah, lets do it" she replied.
Together, wrapped in one of Jennifer's bathrobes, they stepped out of
the bedroom into the brand new day.
to be continued in Tri&Jen part 2.....