Max had only been at Blackwell for a few weeks but she had made a few friends. Kate Marsh was one of these friends, she was a quiet religious girl who mostly kept to herself. She had gone to her friends room to return her book. Max entered the room to find Kate at her desk studying, she had the curtains open with light shinning on her face.

"Hi Kate, i have your book" Max said as she walked towards Kate's desk.

"Oh hey Max, thanks can you leave it by my bag" Kate replied. Max was happy to see her friend.

"Thank you again for letting me borrow it, it was a great read" Max thanked Kate.

"You're welcome, i loved it too" Kate said. Max went over to Kate's bag and placed the book down against it accidentally knocking it of the table spilling the contents all over the floor. Max immediately dropped to the floor to clean up the mess.

"Im so sorry Kate" Max apologised as she put everything back in the bag. Kate told Max it was fine and asked her to replace everything. Max was carefully placing each item back in the bag until she came to one item that was somewhat out of place. Max looked at the object in disbelief of it coming from the christian girls bag. It was a huge light blue strapon dildo, the biggest Max had ever seen. Max's mouth hung open as she worked up the courage to confront Kate about it, it was hard for Max to picture Kate using this on herself... or others. A grin grew on Max's face.

"Um, hey Kate?" Max started awaiting her friends response.

"Yeah Max" Kate replied not looking up from her studies. Max had the dildo hanging for her pinky by the harness.

"What is this" Max said with a smile as she stood there. Kate turned from her desk and looked up at Max.

"What is what" Kate asked before she stopped herself when her eyes fixed on the sex toy dangling from Max's hand "oh" Kate said, her face went bright red as she blushed with embarrassment. "Max i can explain..." Kate started.

"Kate you don't have to explain, every girl at Blackwell has a sex toy, hell i have four myself" Max cut off her friend. Kate didn't know how to respond to that a just sat in silence, her eyes flicking between Max and the strapon. "What i really want to know is what you're doing with a strapon?" Max asked with a smirk. Kate began to respond

"Well, y'know girls have... urges" Kate said shyly. She wasn't quite sure what Max was asking.

"Yeah i know all girls masturbate but you have a strapon dildo..' Max said as she began to think naughty things.

"Yeah" Kate said quietly and bluntly not sure where Max was going with this.

"So... have you ever used it on someone?" Max boldly asked.

"No!" Kate said.

"Has someone ever used it on you?" Max asked, her smile now all the way across her face.

"No." Kate said "but I've kinda always wanted to have another girl use it on me" Kate said quickly.

"Well you know Kate, that could be arranged" Max told her friend.

"Huh" Kate asked. Max walked over to Kate and crouched beside her.

"We could do it, just to try it, no one would know" Max offered. Kate considered this but questioned

"What if people hear us?".

"No one will, i promise" Max assured her friend before kissing her. It was a small quick kiss but it left a lasting impression on Kate. Max then pulled her pink shirt above her head, presenting her moderately sized breast to Kate. Kate's eyes went wide as she gazed at the other girls chest. Max began to kiss Kate again, she ran her tongue along the outside of Kate's lips trying to gain access. After a few second Kate allowed Max entrance to her mouth and their tongues dance together. They explore every inch of each other's mouths. Max begins to unbutton Kate's blouse slowly, drawing the kiss out for as long as she could. Max broke the kiss reaching behind her back and unclipping her pink bra letting her breasts bounce free. Max then embraced Kate, pushing her friends head in between her chest. Max ran her hands up the back of Kate's blouse trying to find Kate's bra. She found it and soon began to feel Kate's tongue dart about her cleavage, Max quickly unhooked Kate's bra. Kate pushed away from Max and pulled her bra out from under her blouse. Whilst this happened Max stripped herself until she was wearing nothing but her pink panties. Kate stared at the nearly naked Max and felt her lower lips begin to get damp. Max trailed kisses along Kate's neck and took a moment to swirl her tongue around each of Kate's boobs before dropping to her knees. Max could see Kate's panties beneath her skirt, she pushed her hand up Kate's legs caressing her thighs, tracing the outline of her underwear. She then pressed her hand against the crotch of her friend's panties, Max could feel how wet Kate was. Kate gasped at the touch. Slowly Max hooked her thumbs in the waistband of her sexy white lace knickers and slowly dragged them down her legs until they were completely off. Max looked up at Kate and brought her panties up to her nose to take in her scent. The sight of this almost pushed Kate over the edge but she didn't cum yet. Max then slipped her head beneath Kate's skirt and began to lick her delicate folds, Max's tongue danced around the outside of Kate's lower lips, occasionally dipping her tongue inside. After a while of teasing Max decided to go all out, quickly darting her tongue in and out of her vagina. Kate was moaning at the top of her lungs as she placed her hands on the back of Max's head. Max had spent all of her energies pleasuring Kate that she had neglected her own throbbing womanhood, her pussy was on fire so she plugged her hand inside of her own panties and began to finger herself in time with her licking. It wasn't long till Kate came, her cum flowing out of her and into Max's mouth. Max swallowed all of it, the taste of Max's sweet juice sent her over the edge and she too came, soaking her panties in her juice. Max withdrew her fingers and sucked them clean. She then looked up at Kate who was still trying to recover from her orgasm.

"That was amazing" Kate breathlessly said.

"Yeah it was but it's not over yet" Man eagerly said. She slid her panties down and they pooled at her feet before she stepped out of them and retrieved the strapon. The strapon was double sided so one side would go inside Max and the other she would fuck Kate with. Without hesitation Max plunged one end inside herself and secured the harness around herself.

"Hey Kate" Max said with glee "round two?". Kate got off the hair and dropped to her knees and stared at the dildo. Max took the object in one hand and guided it to Kate's lips, she rubbed the tip of it against the girl's lips until she gained entrance. Kate began to slowly bob her head down the length of the dildo taking a bit more of it with each go. Every Time Kate swallowed the whole length Max could feel the other end move about deep in her pussy. Kate continued to bob her head until Max placed her hand in Kate's hair and held it there, she then began to thrust her hips forcing the whole strapon to be engulfed in her mouth. Kate could feel it hit the back of her throat and just relaxed her jaw and allowed Max to fuck her face. Max fucked her mouth as hard as she could as every thrust brought her more pleasure. Max stopped as she had a second orgasm. Max's knees went weak but she managed to stay standing. Kate went over to do bed and got on all fours, Max knew exactly what Kate wanted. Whilst Max walked over to her Kate hiked her skirt up enough to reveal her bare pussy. Max knelt on the bed behind her and placed the tip of the strapon against Kate's pink puffy lips. She slowly began to rub Kate with the tip slipping more and more of the dildo inside her every time until she was plunging in the full length with each thrust. Kate was moaning and began to rock back and forth in rhythm with Max's thrusts. Max bit her lip as she was about to cum for a third time. She turned Kate around and continued to fuck her. Kate was also very close to her orgasm but needed a bit more. That's when Max laid down on the bed and pulled Kate on top of her. Kate began to bounce on top of Max both girls screaming as they were about to be tipped over the edge. Kate lent forward and placed her hands on Max's breasts and began to squeeze them as she was fucked faster. Kate and Max both reached their orgasm, moaning each others names. Kate went limp as she slid the dildo out of her womanhood and sank onto the bed. Max removed the strapon and licked it clean of both of their juices before crawling to Kate and falling asleep.