Chapter 2 - Chapter 2

I wasn't expecting to add to this story, but this is what came out when I started writing. The will be maybe one more chapter after this.
Content: ff, oral

Max peered into the mirror while she applied her makeup, and tried not to stare at her roommate, who was also preparing for a night out. She was dancing in place and humming to herself, a pair of earbud wires dangling from her ears.

Only a couple of weeks ago, Max would have felt no temptation to look, but after an encounter with a woman at the club just before the holidays, she was suddenly noticing all women. She had always thought of herself as straight, but right now it was all she could do to keep her eyes away from her roommate's breasts, bouncing bra-less under an oversized t-shirt. And it was not just her roommate: she had been suddenly become aware that there were a great many attractive girls and women on campus.

The first few days, she had chalked it up to the fact that she had become aware of having more options after that one great night with Carmine, but soon she realized she was horny pretty much all the time. It only took a little glimpse of a good pair of legs, a kissable face or some other attractive feature to set her off. She still noticed guys, as well, but this intense reaction to women was new. And inconvenient.

She had been masturbating far more than before. Almost every night -- even at her parents' house -- had started off with her trying to be as quiet as possible as she furiously fingered herself under the covers. And all her fantasies while she did so seemed to involve Carmine. The memories of the night they had spent together kept rising in her mind, even though some of it was still a bit of a blur. She had tried to focus on her usual fantasies about guys -- like the familiar one of the attractive TA she had had -- and those got her off fine, but somehow she kept coming back to the sight of Carmine's eyes boring into hers, on the feel of feminine hands on her body, on the image of Carmine looking up at her, face pressed to her cunt.

And now she was meeting her again. She had resisted, at first, calling the number that Carmine had left her, but after her return to her dorm she had found herself thinking of Carmine every time she saw her own bed and remembered what they had done there. Finally, she had broken down and called.

Carmine had been curt, sounding like she had just woken up even though Max had called after dinner, but as soon as Max had mentioned her name she had perked up. A minute later, Max had hung up the phone, having agreed to meet Carmine back at the club that evening.

And, Max realized, as she put the last touches on her makeup and tucked an errant strand of curly hair back in place, that evening was now. There were butterflies in her stomach as she picked up her purse and waved goodbye to her roommate, who returned the wave just before the door closed. The door closed with a click, cutting of the sound of Max's roommate starting to sing.

Max sighed as she walked to the stairs. She had lucked out, she knew. Her roommate kept her side of the room clean and didn't complain about doing her share of the chores, and she didn't bring people over too often. She was even pretty good about letting Max study when she needed to.

Max just wished she would be quiet.

***

A little while later, Max was standing by the bar at the club where she had met Carmine, looking around at the crowd around her. Then she spotted Carmine, in the same red dress she had worn last time, striding toward her from the other side of the dance floor.

The other dancers immediately faded into the background as Max's gaze focused on the woman stalking toward her, a predatory look in her eyes. max wondered faintly how it was that a small woman like Carmine could stalk like a tiger, seeming bigger even than the well-built guys she passed.

Then she was in front of Max, her eyes boring into Max's while she reached out and touched her arm, fingertips skimming over the skin and making Max shiver.

"Hello," Carmine said, her low voice sounding like a purr.

"Er... Hi," Max stammered. "It's, um, good to see you."

"Same to you." Strong slim fingers took Max's wrist and gently pulled her toward the dance floor. "It took you longer than I thought to call me."

She didn't sound disappointed, exactly. More surprised.

"I- I went home for the holidays," Max explained, not mentioning that she had been putting off calling while she wondered about her sudden intense interest in women.

"Ah," said Carmine. Her golden-brown eyes seemed to look through Max for a moment. Max couldn't look away.

They reached the dance floor, and Carmine began to move in time with the thumping beat of the music. A few seconds later Max snapped out of it and joined in. It took her a little while to get into it, but Carmine's example and the way she periodically pressed her body into Max's soon had her moving along, swinging her body as she felt her heart beat rapidly. Her concerns faded into the background while the music surrounded her and her eyes were fixed on Carmine, whose slinky dress showed off every curve of her body as she danced.

Just as she was getting warmed up, the song changed, to one with a slower beat. Almost immediately, Carmine's hands were on her hips as she pressed her body against Max's, taking the lead as they stood sweating together. She leaned up until her mouth neared the side of Max's head and Max, without thinking about it, leaned down. Carmine's breath was cool on her ear.

"So it turns out you aren't straight?" she asked, her voice tinged with amusement.

"Um," Max began, annoyance filling her at Carmine's flippant tone until those strong fingers closed on her hips again and pulled her forward, against Carmine's soft curves. She glanced sideways, catching a glimpse of Carmine's eye glinting redly in the club's lights. "Apparently not! I've been noticing every woman I've seen since I met you!" She frowned as a thought that had been hovering at the edge of her consciousness for the past few weeks surfaced again. "Did you do something to me? I never thought like this before!"

She could feel Carmine's lips curve into a smirk as she laid her head against her collarbone, her arms encircling Max further and her hands coming to rest on the top curve of her ass.

"I told you, I have that effect on women." Lips pressed against Max's skin for a moment, and there was a brief nip of teeth at her collarbone. "Are you complaining that I showed you you had more options than you thought?"

Max struggled to stay focused as the slowly turned in place on the dance floor. Every few seconds, Carmine's thigh brushed against her, hiking up her skirt fractionally.

"Um. No. I just..." her voice faded away as she was unable to put words to her thoughts.

"Right then. It's all fun, right?" Carmine rose on her toes until her lips brushed Max's ear. "I'm sure you've thought back on our night together fondly." Her tongue flicked out and skimmed the shell of Max's ear, making her shiver as Carmine dropped down again.

"Y-yes," Max stammered. "Almost every night." She wasn't quite sure shy she was being so open.

"Did you play with yourself while you thought of me?" The voice was a low purr again.

"Yes," she answered, without thinking, and then realized what Carmine had said. What she had said. "I mean-"

Carmine's hand rose in a flash and a pale, slim finger pressed against Max's lips.

"Hush. That's good, right?" Carmine leaned back and looked deeply into Max's eyes. "We had fun together, and you had more fun thinking back on it. Also, you opened your eyes to the possibilities of fun with other people." A quick smile, and Carmine pecked her on the lips.

The music picked sped up again, and Carmine didn't give Max time to reply. She backed up again and began moving in time with the faster beat, dragging Max along in the rhythm with a look and a touch on her wrist.

***

Later -- Max was not exactly sure how much later, since she had lost track of time in the pounding beat -- when the music changed to a slow song again, Carmine leaned in encircling Max with her arms.

"Time for a rest, I think. Come along."

She turned on her heel, fingers brushing Max's hip, and stalked off the dance floor. Max followed her without thinking, gaze fixed on the swaying hips in the slinky red dress.

As her mind came down from the dance-induced high, she realized she was breathing heavily. It took effort to keep up with Carmine.

She was about to ask Carmine where they were going when they reached the row of booths along one wall. They were all occupied, as usual. It was almost impossible to find a free booth here if you weren't inside the moment the club's doors opened. Carmine didn't seem to care, striding over to a booth occupied by four half-drunk guys. Frat types, Max thought, as one of them caught sight of Carmine and leered at her.

To Max's surprise, he subside quickly at Carmine's quelling look. Even more amazing was the fact that, as the other three noticed her as well, they seemed to quickly get uncomfortable. Their leers faltered before they began, and a few moments later the four men left the booth and disappeared into the crowd, shooting glances at Carmine.

***

Carmine smiled to herself as the girl settled next to her, noticing the way she sat closer than the seat required. When Carmine told her that she had expected her to call sooner, she had been speaking the truth, but now she knew why the girl had waited. Apparently, Carmine's influence had hit her harder than usual. Her confessed thoughts about other women -- and the way, Carmine had noticed, that her eyes kept roving over every attractive girl who came near -- made that clear. She had probably been wrestling with her feelings and avoiding Carmine while she did.

Still, she had called. Carmine briefly wondered why the girl had reacted so strongly. Maybe she had been repressing her attraction to women? She decided it didn't matter, as long as she was here now. In fact, it might open possibilities for fun…

Carmine leaned into the girl's -- Max's; if she was going to be around again Carmine would need to remember her name -- side and pressed her leg against her thigh. Max leaned into the contact.

"So, having fun?" Carmine asked, putting a hand on Max's knee and watching the way she broke out in goosebumps.

"Yes. I was.. a little nervous, you know. After I called." She paused for a moment. "I thought, what if last time was a fluke? But the dancing at least went well."

"The rest of the evening is going to go well, too," Carmine murmured, leaning close.

"I don't know- I mean, I wasn't sure-"

"Hush. We both know where this is going, right?" The blush was not visible on the girl's dark skin, but Carmine could practically feel the heat.

""You're... assuming kind of a lot." Max squirmed in place as Carmine gently rubbed her thumb over her knee.

"You just told me about how you masturbated while thinking of me. I think it's clear what you want."

Carmine could see Max start to open her mouth again, but she leaned in and planted a wet kiss on her neck just under her jaw, and whatever she had been planning to say turned into a mewl of pleasure.

She sat back again, leaving Max still panting -- from lust, this time, she was sure, not just from exertion. A quick wave at a waiter and drinks were ordered.

Carmine leaned in again until her lips were nearly brushing Max's ear. "I'd like to hear more about you thinking about me at night."

"Um, that's kinda-"

"Hm?" Carmine interrupted her with a lick along her neck, feeling the girl's pulse under her tongue.

"Ooh... Um. Private?" Max squeaked.

"You were thinking about me. I'd like to hear about it. Don't worry, I won't mind." She pulled lightly on an earlobe with her teeth and felt the girl's leg tremble under her hand. "I like it when people like thinking about me."

Max swallowed nervously as Carmine trailed a finger up her leg, stopping at the edge of her skirt. She glanced sideways and Carmine caught her eye, smiling.

"Um... OK?" She still looked nervous, but Carmine could tell -- could practically smell -- she was getting excited.

"So, what did you think about?"

Max swallowed nervously and looked around, even though the loud music meant that no-one would be able to hear her speak in any case.

"Um... Mostly I just think about, you know, that night. Like, about you... kneeling in front of me and ea- eating me out." Her eyes unfocussed as Carmine kissed her neck again and played with the hem of her skirt. "You did that better than any of the guys I've been with."

"So you like seeing me on my knees?" Carmine murmured, swiping her tongue along the shell of the girl's ear.

"Not just that! When we were on the bed, too. In, you know, sixty-nine?" Carmine smiled as her fingers toyed with the hem of the skirt and then slid half an inch under it, making Max breathe in sharply. Her hand landed on Carmine's wrist, and Carmine stopped moving up her leg, though she didn't back down and her fingers kept caressing the skin of the girl's thigh.

"Anything more?"

"T-that's almost everything that we did!" The girl shivered as Carmine continued lavishing her neck with kisses, occassionally dipping down to suck at her collar bone. "I-I mean, I think about the- the kissing and everything too, but when I'm trying to get off it's mostly about the... sex."

"So, just the memories of what happened? You don't fantasize about what more I could do?"

Carmine loved this part. Not just using her natural influence, but the little touches and questions. All the little ways to push the girl, to see what else she would allow. What else she would enjoy.

"Um. I think about..." Her voice faded away, too low even for Carmine to hear, and her hand on Carmine's wrist slackened.

"Hm?" Carmine took the opportunity to shift her hand another inch or so upward. It wasn't really anywhere indecent yet, but the girl still let out a tiny moan when Carmine's thumb skimmed over the sensitive skin of her thigh.

"About when we first came in and you pushed me against the wall and kissed me." She swallowed hard. "Sometimes I imagine you holding me in place and, like, going further. Kissing me all over. Or..." Carmine could see that her eyes had half-closed as she concentrated on the images in her mind's eye. "Or you holding me in place while you f-finger fuck me. You're looking into my eyes and I can't do anything while you go faster and faster until I cum."

Carmine caught a movement in the corner of her eye. In a flash, she sat back, hands leaning on the table. Next to her, Max looked flustered and disheveled, breathing hard as she tried to compose herself. The waitress gave her a knowing look as she dropped off their drinks and accepted Carmine's payment.

"Thanks for telling me," Carmine said, suddenly businesslike. She enjoyed the way it took Max a few moments to gather her thoughts again.

"Um. OK." Max voice was very low. She didn't seem to know what to do with her hands and settled for picking up her drink and taking a long swallow.

"Can't be molesting you while the waitress is right there, can I?" Amusement shone through clearly in Carmine's voice as she snuggled closer again and put her head against Max's shoulder.

"N-no," Max said, but Carmine could hear the unwilling disappointment.

"Now, I like the way you think about me, but I have to ask: do you think about any other women?"

"Um… Not- not about many specific people. There's a girl in my Discrete Math class..." Max paused to take another drink and to shift in her seat. Carmine nuzzled her neck. "She always wears these really tight tops, even in this weather, and she has a really great pair of tits." She paused again, sounding a little shocked at what she was saying. "I think about burying my face in them and licking them all over.," she added in a rush.

"Nice," Carmine said. Her hand was on the girl's knee again, very slowly making its way upward. there was no restraining hand yet. "Anyone else?"

"No, you know,, anyone specific. Except…" she trailed off again.

"Yes?"

"My roommate. She's nice, and we get along and everything…" Another drink, and her other hand returned to Carmine's wrist, though this time it didn't even try to stop her fingers from sneaking under her skirt. "But she's just always humming or singing or something and sometimes I just want to make her shut up for five minutes!"

"Oh?" Carmine looked up at her. "How, exactly?"

"Well…" She lowered her voice. "Sometimes I think about just, like, throwing her onto her bed and pinning her in place and kissing her so she can't talk…"

"Hm? Just kissing?" Carmine's fingers had reached the front of the girl's panties, and she shivered as a fingertip brushed against the cloth.

Max looked away. "Sometimes… I fantasize about sitting on her face and shutting her up that way." A breathy moan escaped her. "Of course, in my fantasy she likes it..."

"Sounds fun," Carmine said, feeling the bump of Max's clit through the increasingly-damp clit.

The girl's breath hitched, but then she blinked and seemed to emerge a little from the haze of lust.

"It does," she said, draining her glass, "but I keep thinking about things like that all the time! Before I met you I had never thought about women in that way, and even men didn't keep popping into my head like this!"

Carmine nibbled on her collarbone and lightly scratched the cloth covering her clit. "Maybe our encounter has just opened your mind to new possibilities, and you just keep thinking about them because you never have before. You should try one of those fantasies, sometime."

It might even be true, if Carmine's push had revealed some repressed desires. Of course, she seemed to react pretty strongly to the way Carmine had increased her feelings of arousal...

Carmine shrugged. It didn't matter, really. It was fun.

"You... wouldn't mind?"

It took a moment for Carmine to understand what she meant. "Oh, no. I'm not looking for anything exclusive. I doubt I'll have the chance to get together with you more often than once every few weeks. Anyway, I'm not interested in anything involving too many feelings. Just hot sweaty fun."

"Oh..." Carmine was unsure whether the girl sounded disappointed or relieved, but she doubted that it would make much difference. The girl was clearly interested in the sex, at least.

Max still seemed to be thinking, but it was clear that it was becoming more difficult under Carmine's ministrations. Carmine could practically smell her arousal, and soon she would probably not even care they were in a crowded club. Which might be fun, but would draw too much attention.

It was time for the main event of the evening.

"Are you still alone in your dorm?"

Max shook her head to clear the haze of lust. "My- my roommate is back," she said, "but she's staying with her boyfriend tonight."

"Good." Carmine stood and took the girl's hand. "We'll take my car."

She led the way out of the club, leaving her untouched drink on the table.

***

Max had purposely fallen back a little on the way to the car so that she could keep Carmine's swaying hips and her perfect round ass in sight. A nice butt had always been one of the things that attracted her to a guy, and recently she was finding that it was one of the features she paid attention to in women as well, though her idea of what looked good was somewhat different in women: now, a nice, soft, round ass drew her attention.

She only tore her gaze away when they were standing right by Carmine's car, and her mouth fell open when she saw it. She had paid little attention to the car the first time she had met Carmine, since she had been so horny she could barely see straight. This time, though she was still horny, she was paying more attention to her surroundings. Carmine's car was red and sporty and looked seriously expensive. It looked out of place next to all the beat-up student cars in the club's parking lot. She had known that Carmine was older than her, though she found it hard to estimate her age, but now it looked like she was wealthy, too.

Her racing thoughts distracted her so that she missed what Carmine said as she opened the passenger side door.

"Sorry?" she said, trying to drag her thoughts back to the here and now.

"Am I not keeping your attention?" Carmine teased. Her hand was still on Max's wrist, and her thumb gently stroked the back of her hand.

Max smiled apologetically and looked into Carmine's eyes. "Sorry," she said. She became aware of the closeness of her companion again. She could smell her perfume, and under it Carmine's own scent. The feeling of heat, which had been thrumming in her belly the whole evening, rose again. "Nice car," she finished lamely.

"Thanks." Carmine stepped closer so that their faces were inches apart and their breasts just barely touched. "It's almost as pretty as you," she added.

Max barely had time to giggle at the corny line before Carmine kissed her again. She pressed forward while she kissed, leaving Max no change to catch her breath, and soon Max was lying sprawled over the hood of the car. She looked up breathlessly into Carmine's face when she finally stopped, keeping her pinned in place with her sheer presence as she looked at her.

"Give me your panties."

"Wh-what?" Max asked, through kiss-swollen lips.

"Your panties. Give them to me. You won't need them for the rest of the night. Or I can take them off for you," she added with a wicked smile.

"You ripped my last pair," Max pouted, as she struggled to reach under her skirt.

The position she was in didn't make it easy, but Carmine didn't move an inch. Max had a little trouble she was doing this even as she squirmed in place to pull her underwear down her legs. She glanced around. At least there was no-one nearby.

Finally, she managed to maneuver her panties off her foot. She held up a pair of thong panties, with a semi-sheer front.

"Here," she said.

Carmine smiled like a tiger. "Good," she purred, snatching them from Max's hands and standing up. She looked down at Max, then held then to her face and breathed in.

"Someone's excited," she commented, before patting Max's leg and striding to the driver side door. "Come on."

Max's thoughts whirled as she hopped to her feet and sat down in the passenger seat. She had completely lost control of the events of the night. But then, she had half-expected that, hadn't she? She glanced over at Carmine as the engine purred to life. Best to just accept it, really. It had worked out well last time.

***

This girl was quickly turning out to be one of her favorites. Her panties where still wrapped around Carmine's hand, and she had responded beautifully to Max's fingers sliding up her leg and pushing up her skirt on the drive over. And now she was making little sighing moans as Carmine pinned her against the wall next to her dorm room door and kissed her neck.

One of the straps of her top had been pulled aside, allowing Carmine' to maul a beautiful dark breast, with its near-black nipple, now pebbly under Carmine's palm. Carmine chuckled as she pulled at it with two fingers and nibbled at the girl's neck.

"Oh!" She breathed, as her hands groped at Carmine's back. "But- In- Hallway!" she stammered, flailing at the doorknob with one arm. Carmine was impressed with the presence of mind she still had and stepped back, allowing the girl, after a few deep breaths, to unlock her door. Carmine stepped close behind her, placing a hand on one of the girl's thighs and encircling her wrist agian with the other, as it swung open.

"Oh, I thought I heard something!" The voice came from inside the room, and Max stumbled to a stop. "You're home ea- Ohmygod!"

The voice sounded bubbly and cheerful, and Carmine leaned around Max to see who it belonged to. There was a girl of perhaps nineteen, sitting in a cheap desk chair that had swiveled in their direction. Her mouth was hanging open, pink lips making a near-perfect O, as she gaped at them.

"Who's this?" Carmine asked, her lips by Max's ear.

"Um. Justine. My- my roommate." Her brain seemed to start working again and she pulled at her top with one hand, trying to conceal her breast again. Her other hand struggled faintly against Carmine's grip. Both movements stopped when Carmine stood on tiptoe and licked a long path up the side of her neck, making her shiver.

The girl on the chair blinked as she realized what she was seeing.

"Oh. My. God," she repeated. "I thought you were with a guy!"

She jumped to her feet, giving Carmine a chance to look her over. She was dressed in a baggy white T-shirt and a pair of men's boxers, but Carmine could see the body beneath. A few inches shorter than Max -- though, alas, still taller than Carmine -- with a nice, curvy build and a great pair of big breasts. Her dark blonde hair was bound up in a single high ponytail, and Carmine found herself wondering what it looked like loose.

The girl was still talking, and Carmine was starting to become more coherent as well, stammering as she tried to speak. Carmine thought quickly. Max was responding beautifully. She barely needed any attention at all even now. If she let this play out, though, it was likely that the evening would come to a crashing halt, and it might even set back Max's progress if the other girl's questioning made her doubt herself. Which would mean no fun and no meal for Carmine, at least tonight, and possibly even completely losing Max.

Push forward, then. She was probably up to it. Carmine took a step forward, pushing Max along, and closed the door behind them, then stepped half a pace to the side, revealing herself clearly from behind Max, though she kept a hold of her wrist.

"-didn't know you were into women! And walking around with your tit out!"

The girl was still talking, though she looked stunned. Max 's stammering was not making any sense yet. Carmine looked the girl in the eyes and spoke over her.

"Hi, I'm Carmine," she said, pitching her voice low so that the girl had to stop speaking and listen to hear her. "And who are you? We didn't think you'd anyone would be here."

"Um. Justine. Max's roommate?" She seemed taken aback by Carmine's tone of voice, but she made eye contact. "Um. Brad cancelled? Because he didn't feel well?"

She blinked and, though she didn't look away, seemed to regain some confidence. "Anyway, Max, you're supposed to call when you want to bring someone over! Plus, can we go back to the point that you brought a woman here? I didn't think-"

Carmine tuned out her voice. It was pleasant enough, but not really relevant right now. She could feel the nervousness rising in Max. Time for the next step.

Keeping her eyes locked with the other girl's, Carmine leaned aside and kissed Max's shoulder. Justine stammered but kept talking until Carmine interrupted again.

"We were expecting to be alone here," she said, "so we could have some fun. See?"

She held up a hand, dangling Max's panties from her fingers. Max squeaked but settled down as Carmine's lips brushed her shoulder blade and a hand played over her hip.

"So I think Max is really disappointed you didn't even warn her," Carmine continued. "See?"

Her hand snaked out at lightning speed and lifted the front of Max's skirt, revealing her bare nethers to the other girl. Max made a sound of protest but quieted again when Carmine curled an arm around her and nibbled on the tendon in her shoulder. The other girl, however, let out a squawk of protest.

"What- Why are you-" she stammered, though Carmine noted her pupils widened. This looked like it was going to work.

To the background sound of the other girl's stammering protests, she leaned close to Max's ear. She was beginning to cringe a little under her roommate's disapproval, but she still responded when Carmine whispered in her ear.

"Didn't you say you though about shutting her up?" she suggested, letting go of her waist.

"What is she talking-" the other girl began, but Carmine held her in her gaze as Max, trying to put on an air of confidence, strode forward quickly.

"Hmph!"

The girl's protest was muffled by Max's mouth as she put her hands on the girl's shoulders and bore her backwards, the both of them nearly tripping over each other's legs until they thudded against the wall between their beds.

The blonde looked over Max's shoulder, a panicky expression on her face until she met Carmine's gaze again. Carmine made an effort of will. This was faster than she normally worked, but from the way the girl reacted she had had thoughts in this direction before.

Carmine smiled toothily as the green eyes clouded over with lust as Max probed her mouth with her tongue, and a moment later the sounds of protest stopped as the girl began kissing back. Carmine relaxed and approached the kissing students in a few leisurely steps.

Max had pinned one of her roommate's hands against the wall above her head, but the other was now grasping at her back. Carmine was pleased to see that Max's other hand was now curled around the other girl's ponytail, holding her head in place while their tongues wrestled, little moans escaping from their joined lips.

Carmine watched them for a while, but stepped forward again when it seemed that no progress was being made.

"You can do more, you know," she murmured into Max's ear. Max didn't respond immediately, but the other girl jerked in surprise, as if she had forgotten Carmine was even there.

Then, Max seemed to reach a decision. One of her legs came up, pressing her tight against the center between her roommate's legs. She broke the kiss, allowing the other girl's moan to escape, and pulled on the ponytail, tilting her head back and revealing her long, tanned neck. Max's head dipped forward and she fastened her lips to the girl' neck, making her moan again as she sucked at it.

Carmine smiled and sat down on Max's bed, settling in to enjoy the show. She watched as the pinned girl's flailing hand finally caught Max's top and pulled at it, making one side of it slide down and revealing Max's beautiful dark breast again. The other strap dug into Max's shoulder until she let go of the other girl's trapped hand, allowing the top to slide off that shoulder, too.

As soon as her other hand was freed, the girl fumbled desperately at Max's top, finally managing to pull it down to her hips. Another clumsy motion and her bra as loose and dropped to the floor, revealing both her breasts. Carmine had a glimpse of both her hard nipples pressed against the other girl's body before the girl's hands flew up and covered them, caressing and kneading them.

Again the two girls settled into their position. Max's thigh ground between the other girl's legs, making her moan and pant as her hands groped at her assaulter's breasts. Max's mouth mauled the junction of her neck and shoulder. Carmine couldn't see her other hand, but from the occasional pleased squeak from the other girl she was sure it was exploring some sensitive spots.

Carmine took the opportunity, while the other two were busy, to shimmy her dress down her body and drape it over a chair. She pulled off her panties and, after a moment's thought, put them, together with Max's, on Max's bedside table. Her bra followed, and her shoes were kicked off by her dress.

She returned to the girls and kneeled down. A few touches persuaded Max to kick off her own high-heeled shoes without stopping her assault on her roommate, and then Carmine rose to her feet again, brushed Max's curly hair aside, and kissed her below the ear.

"I thought you thought about another way to shut her up?" She said, nibbling on an earlobe. "Because she's getting loud again."

That was true, though Carmine much preferred the current moans to the girl's earlier incessant questions and protests. Still, max responded quickly.

She took a step back, revealing the disheveled state of the other girl as her last moan turned into a whine. Her clothes were rumpled, there was a damp spot in the front of her boxers, and the side of her neck and her shoulder were red with hickeys and flushed skin. Max took a moment to take in the girl's state while she panted. The girl's eyes were glazed as she looked back.

Then, as coherent thought returned and her mouth formed the beginning of a word -- "Wh-" -- Max took an upper arm and turned around. The girl stumbled along as Max bore her toward the bed. Another attempt to speak was interrupted as Max's other hand settled gently on the base of her neck and then both hands pushed her back until she fell onto the bed. Max was up on the mattress in a flash. She stroked the girl's cheek as she tried to speak, again.

"Wh-"

"No talking," Max commanded, lifting her skirt with one hand and shuffling sideways until she was hovering over the girl's face. "Just licking."

She lowered herself, muffling the other girl's squeak of surprise as she sat on her face. She stilled for a moment, but her roommate must have set to her task quickly because Max soon shuddered and let herself fall forward until she was leaning against the wall with both hands.

Carmine watched her for a minute, noting the way her legs trembled and her breathing soon turned to panting. Finally she crawled onto the bed, too, kneeling over the lying girl's stomach and pressing herself against Max's back.

"Is it like you imagined?" she asked.

"She's- not as good- as you," Max said. "But she's certainly trying!" A shudder ran through her. "I never expected her to go along with this!" she said, delighted surprise in her voice.

"Like I said," Carmine purred. "I have an effect on women."

She brushed Max's hair aside and planted a kiss between her shoulder blades.

"I'll just amuse myself back here while she shows you what else that mouth is good for, OK?"

Max nodded faintly, though Carmine doubted much coherent thought was happening.

Time to look at the newest catch, Carmine thought. She shuffled back and examined the girl more closely. Nicely toned legs. Tanned skin even in winter. Good, she took care of herself.

Carmine hooked her fingers in the waistband of the girl's boxer shorts. The legs stiffened for a moment and there was what might have been a muffled sound of protest, but the girl relaxed when Max lowered an arm to her head.

Good, another responsive girl.

Carmine pulled, and the boxers came of in one motion. A quick motion to flip the hem of shirt up, and Carmine could see that the girl went for the all-over tan. Her pussy was shaved completely bare, a modern trend that Carmine was not opposed to and had adopted herself, though she could appreciated a well-trimmed tuft of hair as well. The lips were glistening and the nub of the girl's clit was just barely peeking out.

Carmine swiped a finger along the slit, making the girl jump, then brought her finger to her nose and took in the girl's scent. Perfect.

She moved to continue her exploration, then hesitated. She was wearing a man's shirt.

"Is this shirt of any emotional significance?" she asked. There was no answer.

"I'm talking to you, girl," she said, swatting at the inside of a thigh. Max got the hint and raised herself slightly.

The girl took a deep breath. "Um, no?" she said. "I mean, it's comfy..."

"Good," Carmine said, as Max lowered herself again and cut off anything more the girl might have said.

Carmine took the shirt in both hands and pulled. It was cheaply made and tore easily under her hands, though the hem gave her a little trouble. Another few quick movements and she had pulled the remains of the shirt from under the girl and dumped them off the bed.

Carmine smiled to herself. She always liked doing things like that. It really set the tone and showed her companions what to expect from her.

The girl wasn't wearing a bra. A little surprising to Carmine, since her breasts looked large enough to need one. Oh well, she had just been sitting around and relaxing.

She flicked a thumb over the hard nub of a nipple. The girl had large, rosy areolas, but her nipples were tiny, though they felt good under Carmine's fingers and, from the way the girl jumped, were nice and sensitive as well.

A drawn-out groan drew Carmine's attention back to Max. She had been moaning quietly while her roommate worked away at her pussy, but now her voice rose and the muscles in her back tensed and twitched as her head slumped forward. Carmine rather appreciated the way the tensing muscles made the dark cheeks of her ass move, and she moved forward and molded herself against Max's back.

"Good?" she asked.

"I came," Max mumbled faintly. She shuddered again. From the sounds still coming from between her legs, her roommate hadn't stopped her efforts. Max's body jerked and she let out what was almost a whine. Carmine took pity on her.

"You can get off if you want," she suggested, and then caught Max as she slumped sideways.

Carmine lifted her off her roommate's face and arranged her on the bed beside her, where she lay still, panting. Then she looked down at the other girl's face. She was covered in Max's juices, her hair in disarray and her eyes looking unfocused at the ceiling.

Max was out of commission for a bit. Carmine would have to amuse herself with this one instead...
