Lily opened the front door to her best friend's house without knocking. "Hey! I decided to come over!" Lily received no answer. Instead, se heard strange noises coming from Miley's bed room.

"Miley?" Lily walked toward Miley's bedroom. Before opening the door she heard moans of pleasure. "Oh! Rick! Deeper! Please! I'm begging!"

"You got it babe!" said a male voice. Following that was a louder moan.

Lily became hot, "Miley's having sex in there! She loves it! I wish I could have an orgasm like that."

Lily decided to walk on in, pretending that she never heard them. She opened the door with half hopes that they would invite her to join. "Miley?" She asked.

Miley's eye's widened at the sight of the door opening, "LILY!" She yelled.

"Oh shit!" said the boy. He rolled over off the side of the bed to hide. Miley covered herself with her bed sheet.

"Miley, I just decided to come in without knocking. What are you doing?" Lily asked playing dumb.

"Oh... uh... nothing. Just uh, masturbating. That's all." Miley said. Lily and Miley talked freely about masturbation.

"Really? I thought I heard another voice." Lily said.

"No, no. Just me. Screaming at my own pleasure." Miley smiled nervously.

"Miley, quit, I know there's a guy in here." Lily put her hands on her hips.

"Fine you caught me. Rick!" Miley called to the boy that was on the floor. He stood up. He wasn't erect anymore because of the scare. He said, "I barley know her. I just fucked her that's all. I'm going to go home now."

"Rick, relax, it's not like she's my mother or anything." But before Miley said this he jumped out of her bedroom window and ran off while struggling to put on his pants.

"Why were you hiding him from me?" Lily sat down on the bed. Miley wasn't covering her breasts anymore with the sheet.

"No reason." Miley said as she pinched her nipple. She was still hot. She wished Rick stayed.

"Miley, you never hide anything from me." Lily's eyes trailed off toward Miley's erect nipples.

"It's my personal business." Miley said in defense. Miley noticed that Lily was staring, but she let her. "I wish he didn't run off. I'm only half finished. I never came. He almost did."

"That sucks. I guess the moment's over." Lily said watching Miley's wandering hand. It disappeared under the sheet. Through the sheet Miley could see the outline of the hand. It moved slowly in circles.

Miley looked at Lily, "Get undressed, now."

Lily didn't think for a second. She was hot from hearing the two earlier. Miley took off the sheet to reveal her hot body. She posed in a seductive style and ran circles with her finer tip around her left nipple. Lily smiled and got undressed. When she was naked she climbed on the bed towards Miley and kissed her slowly. Lily's tongue demanded entrance. Once gained, Lily and Miley wrestled with their tongues.

Lily lifted her hand and squeeze Miley's right breast. Miley moaned softly. Lily ran kisses from Miley's mouth, down her chin and down her neck as she massaged Miley's soft breast. Miley lifted her hand and ran it through Lily's hair. Soon Lily moved down toward Miley's vagina. She licked from Miley's but hole to the top of Miley's sweet, wet pussy lips. Miley moaned loudly breathing deeply.

Lily licked Miley's clit. She pushed down and licked fast on the spot. Miley's legs shivered a little from the satisfaction. "Oh Lily, don't stop." Lily licked more as she inserted two fingers into Miley. Lily bent her fingers and felt around Miley's insides.

Miley was breathing heavily and faster, trying to catch her breath. She rubbed her own breasts. "Lily, make me come!" Miley demanded.

Lily took her hand that she was fingering Miley with and rubbed Miley's clit with it fast along with licking it. Miley was gasping for air, "Oh! Lily! Aw! Fuck! Aw!" Miley had one hand on the headboard and another running through her hair. Her back lifted up with excitement. "Lily! Oh! Please! Don't Stop! Don't- AW!" Miley was about to climax.

Lily lifted her head to look at Miley's face, she smiled. Miley smiled back. Miley's back arched before her climax. She screamed.

Miley's cum squirted onto Lily's face and hands. Lily licked her fingers and face. "You're delicious!" Lily said seductively.

"Well, now it's your turn." Miley smiled and crawled breathless to the other side of the bed and opened her night stand drawer. She pulled out a 7-inch vibrator. She crawled back to Lily and kissed her, "Lie down and let me do everything." Miley pushed Lily down and turned on the vibrator. She wrapped her lips around it and pulled it out. She ran it from Lily's belly button down to right above Lily's vagina. Miley rubbed Lily's thighs with her hands before toughing the vibrator to any sensitive areas.

Miley finally touched Lily's opening ever so slightly. Lily's eyes closed at that short amount of please. Finally Miley circled on the edge of the sensitive lips of Lily. Lily moaned and rubbed her beasts. Miley slowly entered Lily with the vibrator. She circled it around inside of her to touch every wall. Lily moaned loudly, "Oh! Miley! Faster please!"

Miley did as she was told. She slid the toy in and out of Lily faster. She pushed it in as deep as she could. Lily was moaning loudly. She clenched the bed sheets in her hand and sucked on the pointer finger of the other. Miley rubbed Lily's clit with a free hand as she forced the vibrator in and out faster and faster.

"Miley! Please! Don't stop! Oh! I love this!" Lily was finally receiving the orgasm that Miley was going to earlier from Rick. "Uh! Fuck me. Deeper." Lily helped Miley rub her clit. She rubbed it in fast circles. Miley took advantage of Lily doing this job for her by rubbing her own.

Miley tried to push the plaything into Lily as far as it could. She pushed over and over. A fast rhythm was created. And with every thrust, Lily's breasts would bounce, and she had a slight screech. "Yes, right there, right there! That's the spot! That's the spot! Oh my god!" Lily was close to her complete orgasm. Miley continued what she was doing.

Soon, Lily came and screamed. Miley pulled out the vibrator, and Lily squirted all over Miley's face and chest. Lily was gasping for air as Miley licked all of Lily's tasty cum off of her chest. Lily licked off what Miley couldn't.