Rating: NC-17 for lesbian sex: oral and anal & some ncon.

Note: This is a fantasy involving the two main characters in the Disney
movie "Cadet Kelly" and is not intended to represent Hillary Duff's or
Christy Carlson Romano's lifestyle. It's also not meant as a copyright
infringement, just simple down and dirty fun.

Summary: What really happened while Kelly was in military school.

Cadet Kelly: Cadet Kelly's Blues
by SF Lez Lover

Kelly Collins was miserable. How could things get this bad? First, her
parents divorced. Then her mom married some ex-Army hardass who was
commandant of George Washington Military School. And, to make things even
worse, she decided to attend that school to try to make things smoother at

What a mistake!

From day one, her squad leader, an older girl named Jennifer Stone, proved
she lived up to her name. The older brunette seemed to have as her mission
in life to make Kelly's life hell. And she was succeeding.

The young blonde sat back on her heels and brushed a stray strand of hair
out of her eyes. She eyed the toilet she had been ordered to clean with a
toothbrush. It looked pretty immaculate, as such things went.

"Well Cadet Maggot, are the commodes clean yet?"

Kelly's heart skipped a beat when she heard Cadet Captain Stone's voice.
She tried to stand but her legs had fallen asleep and she almost fell over.

"At ease, Cadet," Jennifer Stone ordered as she walked in front of Kelly to
inspect the toilet she'd been cleaning. Instead of the dress uniform Kelly
was expecting, the older girl was wearing plain pajamas and a robe. And her
brown hair was loose across her shoulders.

'If she only didn't sneer so much, she'd be cute,' Kelly thought, trying to
ignore the fear of what could be her punishment if she didn't do a perfect

"Very good, Cadet. It looks almost like new," Stone commented.

"Thank you ma'am...sir...uh..."

"Quiet! I did not say you could speak. But since you're so willing to work
that tongue of yours, I have another job for you..." Stone stood before the
young girl, opened her robe and dropped her pajama pants. She sat on the
closed lid of the toilet, her young pussy directly in front of Kelly.

The young blonde turned away but Stone wouldn't accept that. "Eyes front,
Cadet!" she said sharply. "Now, I want you to inspect my pussy. With your

Kelly glanced up at her squad leader with frightened eyes before quickly
dropping them to the girl's open crotch. Lick another girl? That was...that
was disgusting!

"And don't think anyone will believe you if you complain. After all, I am a
fourth-year cadet with honors and you're a poor plebe who has issues with
me." The smile on the older girl's face was not pleasant. "Now, get to it.

"And if you don't do a good job, you'll clean these toilets with that

Swallowing hard, Kelly leaned in and, with her eyes screwed shut to keep from
crying, touched the brunette's pussy lips with her tongue. It was salty and
musty and not something she enjoyed.

"You can do better than that. C'mon, put some effort into it. Lick me, Cadet.
Lick me and make me cum!

"There's nothing I like better than an innocent, young girl with a pretty
face between my legs..."

Kelly began to lick more aggressively and soon felt moisture that didn't come
from her mouth on the flesh she was tasting. The saltiness and the mustiness
was stronger as was the smell. But she must've been doing something right,
the captain was moaning lightly as she licked.

"Oh yeah... Yeah, that's it... Lick me. Eat me. You're a good little
cuntlapper, aren't you... Lick me there. Stick your tongue inside of me..."

Opening her eyes just a bit, Kelly looked up and, threw tear-blurred eyes,
saw Stone with a look of sheer pleasure on her face. She really was a pretty
girl. But so twisted.

As the older girl pushed at the back of Kelly's head, forcing her mouth
closer, Kelly found it was easier than shoving her tongue so far forward. She
began to lap away in earnest, tracing the lips and then pushing her tongue
inside the girl.

The heat and wetness inside of Stone was incredible! Kelly never knew anyone
could ooze that much. And she was becoming used to the taste. A bit.

Stone's fingers tightened in Kelly's hair as she continued to lick the girl's
pussy. Then her hips began to bounce and fluid began to flow out of her into
Kelly's mouth.

"Oooo. Oooo...I'mmmm cummmmingggg..."

At the moment of Stone's orgasm, the girl sprayed her cum over Kelly's mouth
and chin. She held Kelly tightly to her pussy as her body quaked in ecstasy.

Finally, she released Kelly's head and fell back against the toilet tank.

"Oh my god..." Stone muttered.

Kelly wanted to ask if she did alright but was fearful that she didn't do
a good job and would have to lick the toilets. She knelt there between the
brunette's spread thighs, her eyes wide with apprehension.

Finally, the cadet captain sat up and pulled up the pajamas bunched at her
ankles. Standing, she snapped them shut and pulled her robe closed. She
walked to one of the sinks and checked her reflection in the mirror.

"Cadet Pussylicker, come here," she commanded.

'Pussylicker? Well, I guess that's better than maggot...' Kelly thought as
she struggled to her feet. Pins and needles coursed through her legs as the
circulation returned.

Standing next to her squad leader, Kelly waited. Stone turned to her and
said, "You did alright. And you didn't even wipe my cum off your face. Very
good, Cadet. I might just be able to use you...uh, that is make you into a
soldier yet."

With that, the older teen licked Kelly's cheek then plunged her tongue into
the young blonde's mouth. Kelly felt her own tongue respond as if by instinct
as the captain probed Kelly's mouth with her tongue and grabbed one of the
girl's breasts through her wrinkled uniform blouse.

Breaking the kiss, Stone looked at her and said, "My, you are quite
well-developed, Cadet. How old are you?"

"Fourteen, ma'am. I'll be fifteen in..." Kelly bravely kept the tremors from
her voice as she answered.

"Young and already quite a body. And a very talented tongue... I may have to
be a bit more creative with your discipline, Cadet."

Stone walked to the door of the communal washroom then turned with a not-so
nasty smile, "Get some sleep. You've earned it."

But Kelly couldn't sleep. She spent a long night thinking about what Jennifer
Stone had made her do. And worried about what the older girl might yet make
her do...

When she finally fell asleep, her dreams were haunted by visions of her
eating her CO's cum.

* * *

Days and weeks passed but Kelly was never forced to submit in such a
degrading way to her commander again. She was disciplined often but the
punishment always fit the uniform code of justice.

At first, she was relieved. But, after a couple of weeks, she began to wonder
why Stone didn't make her do it again. This slowly led to her wondering if
maybe she wasn't good enough for the squad leader. This in turn led to
resentment towards the seventeen year old.

Finally, on a day following a particularly vivid dream of Kelly and Cadet
Captain Stone naked in the woods, she met her superior near the motor pool.

"Captain? May I have a word?"

Stone looked at the young girl impatiently but nodded her head. "What is it

"Well, since that night... Um, that night that you..." Kelly paused, unsure
how to phrase this.

"Since I made you eat me out?"

"Yes ma'am. Well, you said you'd think of other ways to discipline me and
you haven't."

Stone smirked at the girl, "Oh? You miss my little pussycat?"

"No! I mean, no, not that. I just want to know if... Well, will I have to do
that again?"

"Do you want to?"

Kelly was stunned by the question and by her own response. She did want to.
She wanted to have sex with this pretty, mean-spirited girl. What did that
make her?

"Come with me," Stone said, walking between a couple of larger trucks. Kelly
followed, her eyes drawn to the round ass under the olive slacks.

"Since you can't say what you want, you'll have to prove you deserve it. You
know how some people get ahead in the business world Cadet?" Kelly shook her
head, not because she didn't understand business but because she didn't
understand the point of this discussion.

"I'll tell you," Stone said as she opened her belt and began to undo her
pants. "They kiss a lot of ass. Get me?" Kelly swallowed and nodded. "Good.
Now it's your turn. I want you to kiss my ass, Cadet. With your lips and
your tongue. Got me?"

Kelly nodded and Stone turned around. She released her pants and they fell to
her ankles. Like the night in the washroom, she wasn't wearing any underwear.
She glanced over her shoulder to see Kelly looked in wide-eyed wonder at her
dimpled ass.

"Like it?" Kelly found herself nodding. Stone smiled sweetly and said, "Good,
then you won't mind kissing it."

Kelly dropped to her knees and placed her hands on the soft skin of Stone's
ass. She pulled the round cheeks apart and stared at the little brown pucker
revealed to her. Licking her lips, she leaned her face in and placed kissed
on both cheeks. Then she placed kisses on the insides of the cheeks.

She spent several moments kissing and licking the soft white skin of the girl
before her. Then, she screwed up her courage and ran her tongue up the crack
of Stone's ass.

"Ooo... Very good, Cadet."

Encouraged, Kelly returned to the cleft and began to lick all around it. Her
tongue traced concentric patterns inside the girl's asscheeks until Kelly
finally reached the tight ass hole. She felt it move as she licked and,
emboldened, she pushed against the tight sphincter.

To her surprise, it opened and her tongue went into her squad leader's ass.
Taking turns licking the outside of the girl's rectum and thrusting her
tongue deep into it, she was rewarded with a steady humming moan from the
older teen.

In moments, the older girl hunched down as she climaxed. Kelly's tongue in
her ass was more than enough to cause her to spray her cum on the vehicle
she leaned against. Her vocal release was a quiet "Oooo..."

As she fumbled with her uniform pants, Stone whispered, "My God!"

Kelly, still kneeling behind her commander, smiled. She actually enjoyed
licking the older girl's ass which was a surprise to her. A few weeks before,
she never even wanted to look at another girl's naked body.

Stone gazed at the Army truck in front of her as her breathing calmed.
"Cadet, you caused me to make a mess on this vehicle. Clean it off!"

Saluting, Kelly said, "Yes ma'am. Right away."

The brunette cadet turned and began to walk away. She paused and looked back
to see Kelly using a handkerchief to wipe her cum off the truck. Stone smiled
when she saw the younger girl hold the cloth to her nose and sniff several

* * *

Over the next several weeks, Kelly was allowed to orally please her squad
leader. And she often found herself looking forward to the next time even
as Stone was climaxing on her face.

Usually, Kelly ate the girl's pussy, swallowing all the cum she could as
Stone ejaculated her nectar. On occasion, Stone had the girl lick her ass
to orgasm. And there was even a time, when most of the squad was on weekend
leave, when she let Kelly start with her ass then, later that day, eat her

The fact that Kelly was pleasuring Stone but Stone was not returning the
favor did bother the young blonde a bit. But she was discovering a new,
exciting side of herself, one that thoroughly enjoyed a woman's cunt and

Outwardly, there was no difference in the attitude between the two teens.
Cadet Captain Stone treated Cadet Collins like shit and Cadet Collins somehow
managed to irritate Stone on a regular basis.

* * *

Jennifer Stone was a confused young woman. And it all had to do with that
little blonde hottie, Collins.

'That girl was a royal pain in the ass. When she's not licking it,' Jennifer
thought with a smirk.

In truth, the problem stemmed from the fact that Jennifer was very orderly,
almost anal when it came to the military. There was no room for individuality
in her Army. It was something that had been engrained in her since she was a
baby by her father, a career Army officer.

And Kelly Collins was an individual. A source of chaos and disorder in
Jennifer's carefully managed squad. The older brunette rued the day Collins
was assigned to her unit.

The confusion began to manifest when she found herself attracted to the girl
that she wanted so much to hate. The little blonde with the killer body was
the kind that Jennifer had learned she wanted to have.

And Jennifer was lonely. It had been so long since...

She shook her head. Thinking about the past wouldn't help her figure out what
to do with the present. This using of Cadet Collins couldn't go on. Much as
she enjoyed the girl's ability to get her to cum, it was dangerous on so many

And just like that, Jennifer decided to end it.

Until the next time Collins came by flaunting that tight, hot little body of
hers. Then the desire would well up anew and Jennifer would find a way to get
the young blonde to get her off.

The fact that Collins seemed to enjoy the fact that Jennifer actually
ejaculated when she came was a big factor. And the girl not only enjoyed it
but seemed to savor it.

Jennifer felt herself getting wet as she remembered one particular time when
Collins was licking her tight ass and fingering her wet pussy. When Jennifer
came, she felt Collins' fingers leave her snatch. What she didn't see was the
girl cupping her hand to catch some of the older teen's discharge. When
Jennifer opened her eyes, she saw Collins smiling as she lapped up the
brunette's cum from her hand.

Only one other person had made her feel that it was okay to spurt when she
came, that in fact it was a beautiful expression of her passion. And that
person happened to be her first lover.

Involuntarily, Jennifer's mind drifted back to her first year at the Academy.
She had flirted with some of the boys and had them flirt with her. But her
heart wasn't in it. Her squad leader, an older blonde named Judy Benjamin.
The girl took Jennifer under her wing and that soon led to the girl seducing

Jennifer found she enjoyed having sex with another woman. She loved to taste
Judy's essence and she found a wonderfully caring teacher in the ways of
Sapphic love with her squad leader.

When Judy graduated and headed to West Point, Jennifer swore to be the best
she could be and follow in her lover's footsteps. Her secret hope was that
they might be reunited some day.

However, her love life practically ceased the day Judy left. Jennifer never
felt comfortable enough with any of the other girls at the Academy although
there were several every year that she found desirable.

She tried it with a prostitute in nearby Albany but, regardless of the sexual
release, she felt dirty afterwards. And the pro seemed put off when Jennifer
spewed her release.

The previous year, she managed to procure a fake ID and went into town to a
reputed lesbian bar. There she was picked up by an older woman in her early
30s, a teacher in the town named Kelly McCarthy. They had a short-lived
affair but Kelly immediately broke it off when she learned that Jennifer was
only 16 at the time.

Jennifer found herself longing for the companionship of another girl. Or at
least sex. The night she had Collins cleaning the latrine, she had planned
for nothing more than to inspect the work then degrade the cadet again.
Something about the girl caused her body to act before the part of her brain
that protected her from doing stupid things could react.

Looking back, Jennifer was glad she forced the young cadet to eat her pussy.
At the time though, she was horrified. Regardless of what she told the girl,
if Collins had reported the incident, she would've been investigated as any
such allegation was at this point in time. And Jennifer had no doubt she
would be exposed, humiliated, and thrown out of the Academy. All this before
having to even face the wrath of her parents.

When it turned out that Cadet Collins liked going down on her and even
enjoyed eating out Jennifer's ass, the older teen should've been thrilled.
But she wasn't. Instead she was slowly feeling more and more guilty as she
used the young blonde for her own pleasure. She knew she should reciprocate
and had thought of doing so but Jennifer couldn't bring herself to be tender
to the girl.

Even the kiss she forced on Collins that first night was forced. The younger
girl responded to it but it had none of the tenderness and love of kisses
Jennifer had shared with Judy or Kelly.

And, though she was unwilling to admit it, the fact was she was falling in
love with the young cadet.

* * *

Every time Kelly satisfied her squad leader, she ran off to some quiet place,
a storeroom, or empty class room, or even her bunk if no one else was there,
to satisfy herself. The idea of Cadet Captain Stone doing to Kelly what Kelly
was doing to her never entered the young blonde's mind. She just looked on it
as the privileges of rank.

Anyway, she had discovered she really enjoyed licking the brunette's wet
pussy and her tight little ass. Fortunately, her father, not her step-father,
had helped raise her to be open-minded and the idea that what she was doing
was wrong never occurred to her after she came to accept her predilection.

And, even better, Cadet Captain Stone wasn't nearly as big a bitch to her as
the older teen had been.

After licking Stone's ass and collecting the girl's cum in her hand, Kelly
was careful not to drop any of the fluid cupped in her palm. It was difficult
but worth the effort and she was getting good at it.

She climbed into the back of one of the old 2-1/2 ton trucks. Using her 'dry'
hand, she dropped her uniform slacks and began to diddle herself while
smelling the tasty juice in her other hand. The smell of Stone's ejaculation
was intoxicating. And the taste was even better.

As she rubbed her slick lips, she first sniffed then tasted the nectar she
so carefully preserved. The flavor, salty-sweet and musky, really turned her
on. After lapping up most of it, she smeared the rest in her pussy, mixing
the brunette's essence with her own. As she pushed her fingers inside
herself, she knew some of Stone's honey was in her.

And that pushed her over the edge.

Trying to muffle herself, the young blonde had a powerful orgasm in the back
of the old Army truck.

* * *

Jennifer had been wandering aimlessly and ended up back in the Motor Pool.
Her mind was a jumble of thoughts and images. Virtually every one centered
on the irritating, sexy young blonde.

She paused next to one of the old trucks used by the Academy when she heard
strange noises emanating from the back. She peeked under the tarp that
loosely closed the end to see the object of her chaotic thoughts naked from
the waist down and with two fingers pushed inside her wet, pink flesh.

Jennifer felt herself becoming wet. Her hand massaged her cunt through her
dress pants as she watched Collins masturbate. The blonde was so hot!

Quickly looking around, Jennifer saw that no one could see her unless they
were practically on top of her. She took advantage of that by quickly opening
and dropping her pants. Pulling her white cotton panties aside, she began to
stroke her own wet pussy. Soon her hand matched Collins' stroke for stroke.

As Collins shoved her other hand in her mouth to keep from shouting out loud
as she came, Jennifer bit her bottom lip and climaxed along with the younger

Jennifer recovered quickly and pulled her pants up. Then, in her best
irritated-superior voice, she asked, "What the hell is going on here, Cadet?"

Kelly, her eyes wide and her heart thudding in her chest, looked up quickly.
"Uh...Ma'am... I... I don't..."

"Cadet, front and center. No, leave the pants there."

Kelly, extremely red-face, quickly got up and, after glancing around quickly,
crawled over the tailgate of the truck. She was unaware that Jennifer saw
right inside of her and was very turned on by the sight of her wide-open

Kelly stood at attention, feeling somewhat ridiculous standing in her dress
blouse and tie but naked from the waist down. And a slight breeze against
her stimulated flesh sent an involuntary chill up her spine, hardening her
nipples as well.

Jennifer knew the girl was embarrassed but she found the sight of her squad
member half-naked extremely sexy. But she decided to play this impulsive game

"What were you doing in there, Cadet?"

" was..."

"You were masturbating, isn't that correct?"

Kelly turned redder but managed to keep her eyes up and forward. "Yes,


"I...I was turned on and...I just needed to..."

"Because I haven't returned the favor of getting you off, Cadet?" Jennifer
clasped her hand on the girl's blonde-furred pussy, her palm pressing against
the wet heat as her finger tips grazed the bottom of the girl's round, firm

"No ma'am. I never expected you too. I just wanted to... Begging your pardon
ma'am but licking you really excites me."

"You don't expect me to do the same to you?" Jennifer didn't comment on the
last thing Kelly said but she felt much better about what she was doing to
the girl.

"No ma'am. You're my superior officer. I don't have to have an explanation
or...anything from you."

"Cadet, you just might be learning something here after all. But, it's not
natural for you not to want relief too."

The sudden warmth in her superior officer's voice was lost on Kelly as she
contemplated what might happen to her.

Jennifer saw this and returned to her previous tactic. "Collins! You will
report to my quarters tonight at 2100 hours!"

"What? But, everyone is... Yes ma'am," Kelly answered sadly. She had really
been looking forward to going into town with the rest of her squad.

Jennifer was aware of the squad's plans but she felt she'd more than make it
up to the little sexpot. She again reached out and softly stroked the wetness
between Kelly's thighs then turned and quickly walked away.

"2100 hours, Cadet," she called over her shoulder.

* * *

Kelly was still sad that she couldn't go with her friends out on the town.
But that sadness was tempered by the near-certainty that she'd be allowed to
give her squad leader pleasure with her mouth and tongue.

Dressed in her uniform with her lustrous hair pinned up, Kelly stood in
front of the older girl's door, already feeling wet knowing what she would
be doing. She knocked. The door slowly opened as her hand touched it.

Looking in, Kelly saw the spartan room lit by dozens of candles. It was...

A low voice said, "Don't just stand there. Come in and close the door."

Her eyes having adjusted to the darker room after the brightness of the
corridor, Kelly was surprised again to see Cadet Captain Jennifer Stone
reclining on her side in bed wearing little more than a black lace teddy.
Her dark brown hair falling loose around her pretty face in a shiny wave.


"When we're alone or off-duty, please call me Jennifer. And I'll call you


After closing and locking the door, Kelly stood at attention. She was
wondering what was going on. Was the Capta...Jennifer going to have a boy

That idea seemed the most likely to the young blonde. She had never really
been able to experience any true lovemaking experience and nothing in past
behavior made her think that Cap...Jennifer wanted more than head from her.

"Sh...should I go down on you now?" Kelly asked in a quiet voice.

Jennifer rolled gracefully off the bed, her long legs pale in the candle
light. Standing, her teddy barely covered the thin, lacy panties. Her aureole
were noticeable through the sheer material of the teddy as well.

Walking in a sexy stride that belied her age, Jennifer closed the distance
with her young friend. Her hands slid slowly around the blonde's waist. One
moved down to cup Kelly's ass through her slacks. The other slid up her back
to cup her head gently.

Soft pressure brought Kelly's face close to Jennifer's. The brunette slowly,
sensuously licked her lips. Then, with a sly smile, she licked Kelly's lips.

The blonde felt a thrill roll down her spine when the soft, wet tongue
caressed her closed lips. She moaned and her lips parted. Jennifer took
advantage and slid her tongue into the younger girl's mouth. When their
tongues met, it was electric.

Unlike that first hard kiss in the latrine, this kiss was heated and
passionate but soft and thrilling as well. Tongues moved back and forth,
caressing, stroking, exploring each mouth. Jennifer lightly nipped at
Kelly's tongue and, when Jennifer's tongue was in her mouth, she returned
the favor.

Each girl's hands held the other tightly. The feel of Jennifer's hand on her
ass was turning Kelly on tremendously. Her own hand cupped the round curve of
the other's asscheek through the thin lace, squeezing gently. Her other hand
held Jennifer's head, silky hair flowing between her fingers.

As they continued to share wet, deep kisses, Jennifer loosened the blonde's
tied-up hair, letting it cascade down around their faces. The younger girl's
hair held a hint of vanilla and cinnamon which aroused the brunette even

Jennifer let go of Kelly's ass and began to run her hands through the girl's
blonde locks while they remained joined in their heated kiss.

Kelly's hands followed suit, stroking and caressing the shoulder-length
brunette locks of her superior. Her tongue was inquisitive as they kissed.
Initially she let Jennifer do the 'work' then decided to play. Her tongue
slipped past the caresses of Jennifer's taste organ to enter the older
girl's mouth.

Kelly had kissed boys before but this was better. Softer, gentler, wetter,
and definitely hotter. She felt so turned on just by the passionate kisses
that she felt she could climax just from these wonderful exchanges of love
and lust.

Unknown to Kelly, Jennifer was feeling much the same. The brief flings she
had since her lover left the school were insignificant in the wake of this
torrid kissing session. She knew she would explode in orgasm later when they
further pursued their sexual needs.

Finally, reluctantly, Jennifer pulled away. She smiled at the lost look on
Kelly's face as she began to undo the girl's blouse. Her eyes lit up when
she saw the younger girl's ample breasts barely contained in the regulation
cotton bra.

With a wicked smile, Jennifer took a pair of scissors and snipped the
material between Kelly's mounds. She stood and gazed at her lover with her
uniform blouse hanging open and the remains of her bra dangling beneath her
high, firm breasts. It was one of the sexiest things Jennifer had ever seen.

Looking up at Kelly's face, she saw a mix of confusion and desire. She
planned to change that to lust and, ultimately, satisfaction. Just as she
knew that Kelly would leave her satisfied. For the night anyway.

Jennifer knelt at Kelly's feet and removed the girl's shoes and socks. Still
on her knees, she undid the button at the waist of the blonde's trousers then
pulled down the zipper. The pants fell from Kelly's' slender hips to gather
at her feet. Directly before the older girl's eyes was the cotton-clad,
blonde-haired pussy she desired. The material was soaked and the dark blonde
fur was quite evident, as were the desire-swollen lips pressing against the

Planting a long, close-mouthed kiss on the wetness, Jennifer stood again and
gazed at the girl. Now she was still wearing her open blouse and cut bra.
From the waist down, she was nude but for the sodden cotton panties that were
bunched up at her crotch.

"You are hot, so beautiful. I can't wait to have you," the older
girl said in a husky voice. Kelly started to shrug off her blouse but
Jennifer stopped her. "No, you look so sexy that way. But I will do this..."

Grabbing the scissors again, she snipped the shoulder straps and let the now
useless undergarment fall to the floor. Jennifer tossed the scissors back
onto her desk and took the large mounds in her hands, cupping them from
beneath. The fit seemed absolutely perfect to the sex-hungry teen.

Softly kissing Kelly again, Jennifer gently squeezed the globes in her
hands. Her thumbs brushed the rock-hard nipples and the girl's tongue danced
frenziedly in her mouth. She traced Kelly's jaw and throat with her lips and
tongue down to the swell of her breasts. Licking the warm flesh, she moved
down to the cleavage and then the undersides of each mound.

Her slow, teasing, licking kisses brought little moans of pleasure from the
younger girl. When Jennifer took her nipples between her forefingers and
thumbs, the girl groaned loudly.

Moving up, Jennifer took one of the eraser-sized nipples in her mouth, her
tongue swirling all around and across the nub. She used her teeth to lightly
nip at them and giggled into the soft flesh at the thought of nipping a

Kelly's moans and groans became long and drawn-out. Jennifer was making her
shiver with delight. She ran her hands through the long, silky brown hair,
holding the girl to her breast.

After ravishing one breast, Jennifer turned her attention to the left breast.
She repeated her actions with teeth and tongue. But she added one factor: her
right hand left the mound she was suckling and slid down under the soaked
panties to toy with the wet, aroused pussy hiding there.

Kelly almost fell when she felt her lover's fingers under her panties. With
a squeal of delight, she leaned against the older girl to steady herself.

Pulling away from the luscious breast and reluctantly taking her hand out
of the other girl's panties, Jennifer arched her eyebrows and smiled as she
said, "Maybe you should lie down."

Kelly managed to stagger to the bed and lay back on it. She looked up
longingly at Jennifer and caressed one of her breasts. "Please, I want to
see you naked..."

Jennifer happily began to remove her fragile, frilly garments. She knew the
girl could see just about all of her through the lace but the need in Kelly's
voice was touching and oh-so exciting.

In moments, Jennifer was naked by the bed. She looked at Kelly's breasts
pushing up proudly from her chest and then down at her own, smaller breasts.
The look on her face pierced Kelly's heart.

"I think they are beautiful. Perfect even. Please, let me show you."

Nodding, Jennifer lay next to the girl, her face creased by a happy smile
again. She leaned over and kissed the blonde, her tongue slipping easily into
the other girl's mouth. Her hand slid down to cup Kelly's pussy through her

Sitting up, Jennifer moved down and pulled the panties off. Taking a deep
sniff, she set them carefully on the nightstand then looked at the nearly
naked girl before her.

"You must understand one thing, Kelly. This does not change how we act in
public. I am still your commander and you are still a junior cadet. If you
can't handle that, this cannot happen." Jennifer unwittingly recited word
for word what Judy had told years before when they had started their affair.

"Is that understood?"

Coming to attention while still laying prone, the blonde saluted and said in
a crisp voice, "Yes ma'am!" Then she broke down into giggles.

"Good. We understand each other then," Jennifer said as she lay on her new
lover. They kissed for several long minutes.

"I can't wait to taste you finally."

"But, Comman...Jennifer, I want to lick you," Kelly whined in a mock

"Shall we do it at the same time?"

"Oh, yes. Please." Kelly had been spending free time learning a lot about
sex, especially lesbian sex and knew exactly what Jennifer had in mind.

Jennifer shifted around until her face was again close to Kelly's
now-dripping pussy. Even the dark blonde patch of fur was damp. The musky
aroma was heavenly to the older teen.

Jennifer combed her fingers through the damp curls then licked them one by
one. Smiling, she knew she'd enjoy the taste of this girl. She began to run
her tongue through the curly pubic fur to get every drop of nectar before
dipping into the girl's pussy.

Kelly was looking at a familiar and welcome sight, her commander's wet pussy.
With fewer preliminaries, she pulled the older girl's sex open and began to
swab the inner and outer pussy lips.

After replacing the girl cum in the fur with her own saliva, Jennifer moved
down and poked her tongue into Kelly's hot pussy. The pure cum here was even
tastier than she had hoped. The brunette used her tongue to explore every
inch of the young blonde's tight little pussy.

Moving her head a bit, Kelly ran her tongue up and down Jennifer's ass crack,
pausing with every swipe to probe the girl's tight sphincter with her tongue.
Soon, she was able to poke the tip into Jennifer's ass and began to push in
and out.

A muffled moan burst from Jennifer's mouth into her lover's vagina, the
vibrations tingling through Kelly's body. And, much as she loved the wet
heat her tongue was enjoying, Jennifer wanted to try the blonde's ass.
Learning by example, Jennifer began to lick Kelly's previously untouched

The blonde jerked as she felt the wet firmness against her anus. As the
tongue circled and stroked the tight ring, she felt growing waves of pleasure
move through her. When Jennifer's tongue entered her ass, she screamed into
Jennifer's rear hole. It was heaven!

Jennifer felt Kelly's pussy dripping onto her chest as she licked and probed
the tight ass. After getting her tongue inside, she began to tongue-fuck the
girl's ass while shoving her fingers into the vacant pussy. There was some
pressure but that eased quickly.

Kelly felt a brief flair of pain in her vagina but the feel of Jennifer's
tongue in her ass was too much for her to concentrate on something that
quickly faded to be replaced by her nearing orgasm.

Both girls, as one, returned to the the pussies before them and began to lick
furiously. Both had replaced their tongues with fingers in the other's ass.
Before long, both were writhing on Jennifer's bed, trying desperately to keep
their mouths on their treasures.

Jennifer noticed a slightly coppery taste for a moment but that soon was
overwhelmed by the tangy flavor of the young girl.

Within seconds of each other, the girls came. Jennifer, as she always did,
ejaculated into Kelly's mouth. Kelly's pussy spasmed and pulsed around
Jennifer's tongue and a smaller flood of cum entered the brunette's waiting

They lay there face to pussy as they recovered. Finally Kelly managed to
whisper, "I'm sorry."

Concerned, Jennifer moved up to look deep into the other's blue eyes. "What?
Why? You were excellent. And I love how you taste..."

"I didn't cum. Not like I should."

"You mean like I do?"

Kelly nodded and said, with tears in her eyes, "I'm a freak, I guess."

"No. Oh no. I'm the...odd one."

"But I didn't spurt or...ejac..."

"Ejaculate?" Kelly nodded. "That's okay. Most girls don't. Usually only guys
cum like that. I thought you knew that."

Kelly shook her head, "No. I guess I missed that in my reading. And you're
not odd. I love that you cum so much. More for me."

Jennifer kissed Kelly softly, her tongue gently moving in the other's mouth.
Kelly enjoyed the kiss for several long moments before pulling back. "I think
you...took my cherry..."

It was Jennifer's turn to be contrite, "I'm sorry. I'm so sorry. I didn't
mean... I didn't even know... I guess you were saving it for..."

"Brad? No. He's gay. We hang out together to...give each other a cover
story." Kelly smiled as she recalled the moment she learned the truth - she
found Brad on his knees happily sucking off her stepfather. She left before
the older man saw her but later she and Brad acknowledged their different
interests and agreed to cover for each other.

"And, Jennifer? I'm happy you took it. You are who I wanted to give it too."
Kelly wrapped her arms around the older girl and leaned close, "I am so proud
that I gave it to you..."

Their lips met for another soft, wet kiss. This one lasted for a long, long

* * *

After the end of the term, Jennifer sadly left her secret lover to move to
Germany with her family. But all was not bad for the girl. She was appointed
to West Point and found Judy to be an upperclassman.

The older blonde was proud and pleased to see her lost love. The girl had
matured and grown. Her heart swelled whenever she saw Jennifer. And other
parts of her anatomy swelled and moistened at more intimate times.

They happily renewed their secret relationship. Jennifer told Judy about
Kelly and Judy told Jennifer about her sole love affair as well.

Jennifer was saddened when Judy graduated but was so proud of her.

A couple of years later, Kelly came to West Point as a plebe and Jennifer
again found the tables turned with her taking Judy's role.

To make a long post-script short, both Jennifer and Kelly, a few years
later, graduated with honors from the Academy. And they were both picked by
newly-promoted Captain Judy Benjamin to join her at her small command of
soldiers near San Diego, California.

Needless to say, Judy found that Kelly had learned her lessons well from


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