Penny’s sex drive had become unquenchable (due to Jeff's transformation into her pussy tissue) forcing Penny to do something about it...she had been thinking about it constantly.
She decided to go visit her friend Ashley.
Ashley lived right across town and they were best friends for years. The two girls met at high school and immediately clicked, becoming inseparable.
Penny had always known that Ashley was a bit of a slut. She was cute, sexy, and had a great sense of humor. Although Ashley was not as pretty as Penny, she was very popular. Ashley had dated many guys, yet none of them seemed to last long, as Ashley liked to fuck around.
"Hi Ash!"
"Hey Penny! I'm glad you called me, I've been wanting to see you."
"Yeah, I wanted to ask if you wanted to hang out tonight? You can bring your boyfriend, I won't mind..."
"My boyfriend is at work, and my roommate is gone for the weekend. So why don't you come over? We can make some popcorn, drink some wine, and watch a movie. We can even play strip poker if you want!"
Penny smiled and said, "I'd love to," as she started walking towards the mall.
Jeff could feel Penny's excitement and arousal building. She was feeling very naughty and wanted to have fun with Ashley.
They went shopping together and picked up a few things and then headed over to Ashley's.
When they got to Ashley's apartment, they put their purchases away and then sat down to relax. They poured themselves a couple of glasses of wine and talked about their days, laughing and teasing each other along the way. Jeff could feel himself becoming aroused once again as the sexual tension grew between the two girls.
Eventually, after having finished off their drinks, Ashley suggested they head to bed, saying she was tired and needed to sleep.
The girls walked upstairs hand-in-hand. When they reached her room, they kissed goodnight and Penny thanked Ashley for inviting her over.
As Penny turned to leave, she looked back at Ashley, who winked at her. Then Penny closed the door behind herself and locked it.
Then she undressed and slipped into bed next to her friend. Ashley smiled seductively as she whispered, "You are going to like this..."
Jeff was in shock. What was Ashley doing? Ashley giggled, then began stroking Jeff's hair as she moved closer to him.
Her mouth came close to him and she purred, "We're going to have lots of fun tonight, my little pussy. I've been wanting you all day." Her eyes seemed to glow with excitement as she began undressing herself in front of him. She slowly unbuttoned her blouse and removed it from her body. Her small breasts were exposed for the first time since she had begun wearing bras in high school; but Jeff couldn't look away from them as they were perfection in every way: small tight nipples that stood straight out from her breasts; a narrow waistline; a flat stomach with no belly fat; just a small roundness where her stomach met hips; firm legs that tapered down to slightly large but shapely feet; the finishing touch was her delicate hands folded behind her back as she leaned forward seductively towards him; she looked like a goddess that he didn't deserve to look upon! She was so hot!
Ashley cupped her own breasts in her hands; she pulled at her nipples gently with her fingers until they were erect; then she pinched them between her fingers until they were hard nubs that stuck out from her breasts.
She then took a step back from Jeff and began unbuckling the belt of her skirt; dropping it around her ankles as she did so; then she removed the lacy white panties that she wore underneath. As soon as she removed them, she placed one foot on the bed beside Penny and lifted her leg. Jeff could see her wet pussy clearly, glistening with juices. She spread her legs wide open, giving him an unobstructed view of her sex.
Penny watched with rapt attention as Ashley rubbed her pussy lips with her finger tips; she moaned softly and smiled at Penny. Penny felt her pussy tingle as she watched her best friend pleasure herself. It wasn't often that she saw another girl masturbate, and when she did it made her horny too.
Jeff could smell the sweet scent of arousal wafting through the air; it excited him greatly. He knew what would happen next, but there was nothing he could do.
Ashley lowered herself onto her knees in front of Jeff; she stared at her friend's dripping slit for a moment, then reached out and began to lick it eagerly. Penny gasped aloud and arched her back; she moaned loudly as she enjoyed Ashley's tongue exploring her folds. Jeff was mesmerized by Ashley's tongue moving quickly across his clit; he could hear her breathing heavily as she sucked and slurped at him.
Jeff could feel her tongue moving inside of him, pushing deeper and deeper into his hole. His whole body tensed up as she worked him, swirling her tongue around his insides. He felt his body spasm, then his climax began. The sensations were overwhelming, and Jeff let go; his orgasm exploded throughout his entire body. His mind was filled with images of Ashley's face as she pleasured him.
Ashley kept licking him even after Jeff's orgasm subsided; she continued to push her tongue deep inside of him, drinking in his essence. She didn't want to miss anything. Finally, after several minutes, she slowed her movements and withdrew her tongue; she looked up at Penny as she slid up her body, kissing her passionately.
Penny responded hungrily, returning Ashley's kiss; the two girls rolled over onto their sides, lying side-by-side as they kissed deeply. Jeff watched as Penny's hand caressed her friend's thigh. After some time had passed, the girls broke apart; both lay panting on their backs. They cuddled together, holding each other tightly.
"I'm glad we're friends," Penny said.
Ashley replied, "Me too."
They fell asleep spooned together; Penny's head resting against Ashley's shoulder, her arm draped across her chest. Jeff felt warm and comfortable lying there with them; he drifted off to sleep almost immediately, too.