Jenny shifted awkwardly from foot to foot, trying to figure out what to say. Blair had just ordered all the other girls to leave the room, and they were alone at her sleepover. She had said they would meet them in an hour. What did they need an hour for? Jenny wondered.

"So," Blair started. "I know, Little J, that you want to be popular. I know that's your greatest ambition in life right now. Am I right?" She looked at Jenny without waiting for a response, and sauntered over to her slowly.

"I'm just wondering," Blair whispered, "How far you're willing to go to get there."

"Anything." Jenny squeaked, trying not to sound scared.

Blair smiled, and leaned in even closer to Jenny. When she was an inch away from her lips, she paused, and without warning moved in to kiss her.

Jenny was surprise at first, but she kissed her back with a surprising ferocity. She could feel Blair's hands on her waist through her yellow dress, and felt herself become immediately wet. They kissed for a while, exploring eachothers mouths and rubbing up against eachother. This was definitely not like any other sleepover she'd been to.

She felt Blairs hand move of her waist and feel around, looking for the bottom of the dress. When she found it, Blair's hand moved down and went under her skirt, stroking the underside of Jenny's cotton undies.

"We really need to get you some sexier underwear, don't we?" she giggled. "But until we do, you'll just have to go without."

Blairs hand slid the underwear down Jenny's thighs and she began to stroke her pussy, slowly. Jenny began breathing heavier and reached out to touch Blair's breasts through her dress, slowly stroking them, unsure what to do. Blair looked at her as if to say go on! and began flicking Jenny's clit, rubbing her wetness on her fingers.

Jenny slid Blair's dress off, surprised but please to see she had no bra, and felt her breasts and massaged them, slowly caressing each nipple in her fingers. It was then that she realized they had collapsed onto the elegant couch, Blair's fingers still tracing paths up and down her cunt. Jenny ducked her head into Blairs breasts and began licking, sucking on each of them, not holding back.

Suddenly Blair Jenny's her head back up and looked at her. "If you want to be popular, there's one little thing you have to do." She gasped. She slid up until Jenny's pink mouth was close to her glistening cunt. "Suck." She ordered.

Jenny nodded, and suddenly she was licking Blairs insides, pumping her tongue in and out of her. Blair tasted better than what she would've thought, and as Blair began to tighten around her tongue she increased the pace.

"Uhhhh, uh! Oh-oh my-uh!!!" Blair screamed as she orgasmed. Her back arched away from the couch and she collapsed with a mew of content.

She sat up and looked at Jenny, and Jenny blushed, feeling, for the first time since her undies came off, naked. She wasn't sure what to do and wanted to cover herself up, but Blair was evaluating her. She just sat there and waited for the verdict.

"Come on,"Blair said finally. "Lets go meet the other girls. We need to tell them about our newest member." Blair smiled and turned away from Jenny, pulling her dress back on.

Jenny laughed to herself. It wasn't that hard to be popular, she thought. All you had to do was serve the queen.