Max Black like to think she was smart. Not like book smart, or smart in any way she could make a profit from, but she had a knack for seeing through peoples bull-shit. Except a few of her boyfriends. A lot of them, actually. And her Mom’s. And, apparently, her own.
“It has to be that way, you’re my best friend Caroline, I love you!” Max blurted out before her eyes widened and her already pale complexion practically reached blinding white.
Sadly this wasn’t Max’s first moment of perfect clarity where she realised she’d been blinded to something painfully obvious, but it was the first time such a realisation left her practically comatosed. And if that hadn’t been bad enough her confession had left the normally painfully talkative Caroline Channing speechless, which gave Max plenty of time to think back over the last two years to find like a gazillion jokes, comments, feelings and scenarios which lead her to one inevitable conclusion.
She wasn’t smart, she was dumb. She was the dumbest fucking moron on the whole fucking planet for not seeing this coming, for not preventing it, for letting anyone into her life when history had told her time and again what that led too.
“Max.” Caroline softly said after what felt like an eternity, “Is that the first time you said I love you?”
“I, I have to go.” Max mumbled, seemingly turning and heading towards the door in slow motion, giving Caroline more than enough time to pass her and block her way.
“What’s the matter?” Caroline asked, obviously confused.
“Nothing. I’m just embarrassed.” Max stammered, before quickly adding, “Look, I’m sorry. I didn’t mean to talk behind your back. Sending that text was an automatic response, just stupid Max trying to be funny and failing miserably. And I’m sorry, and I didn’t mean it, I don’t mean any of the crap I say about you, and I’m really, really not sick of you. I could never be sick of you. You’re the only person in the entire world I’m not sick of. So… I’m sorry. Can we just forget this ever happened?”
There was a long pause in which the word ‘yes’ almost escape Caroline’s lips a thousand times, an almost overwhelming part of her mind trying to make her say that one little word which would make this all ok. Except she didn’t really believe it would make it ok, hence why even though it was the scariest thing she’d ever done Caroline said something else.
“You, you mean as a friend, right?” Caroline stammered.
“What?” Max frowned.
“You love me as a friend?” Caroline clarified.
Max paused for far too long for her next words to be convincing, not that they sounded that way, “Erm, yes. Duh! I mean… what, what else would I have meant?”
“I don’t know, you tell me.” Caroline softly said.
There was a long pause and then Max asked, “What do you want from me Caroline?”
Desperately thinking what to say Caroline lowered her head for a few seconds, then softly repeated, “You tell me.”
More silence, and then Max said, “I just want to go back to the way things were and forget all about this.”
“Fine.” Caroline said, briefly turning her back on her friend and desperately trying to leave it there and failing, “I mean, God forbid we actually have an honest conversation about how we feel when we could just keep dancing around the issue.”
“Caroline.” Max said in a warning tone.
“You know what Max.” Caroline practically yelled as she turned back to face her friend, almost losing her nerve before she found it again, “It’s not fine. None of this is fine. Or it is given as you rightfully said fine doesn’t mean fine, so yes Max, I’m fine!”
“FINE!” Max yelled, “I’m in love with you. Is that what you want to hear? Well sorry Princess, this ain’t no fairy-tale. I don’t love you. I’m incapable of love. I just have a crush on you, that’s it. And it’s no big deal because nine times out of ten I’ll choose a guy over a girl. In fact I’d choose just about anyone over you because I actually like you and don’t want to fuck up our friendship.”
There was another pause where the two girls just stared at each other, and then Caroline lowered her head, “I… I don’t want to ruin our friendship either.”
“Ok.” Max said, breathing a sigh of relief, “So can we forget about all this?”
There was yet another moment of silence, and then Caroline blurted out, “I think we should have sex!”
Max blinked a few times and then exclaimed, “What? Are you crazy? You just said you didn’t want to ruin our friendship!”
“I know, I know, and I don’t… but… just here me out, ok?” Caroline said, briefly holding her hands up before talking rapidly, “I may, kind of, sort of, have a tiny crush on you too and… and it’s been driving me crazy because I’m not into women. Like, at all. I know we joke around all the time, but I’m just really, really not into that. But… oh God, you’re just so hot! I literally can’t take my eyes off you sometimes and it drives me crazy. And apparently for all your jokes and mixed signals you like me that way a little bit, so… so maybe we should just do it and get it out of the way.”
“Awww, how romantic.” Max scoffed.
“It’s not supposed to be.” Caroline pointed out, “It’s practical. I mean, it’s been two years and I can honestly say my feelings for you aren’t going away. If anything it’s just getting worse, and while I could be way off base here I think it’s the same for you. So, instead of letting these feelings keep simmering lets just get it over with. Let’s just have one night of… of, lesbian sex, then pretend like it never happened.”
The way Caroline lowered her voice and whispered ‘lesbian sex’ was so cute Max almost smiled. Almost. Then again since Oleg was probably listening in it was more a practical thing, much like Caroline’s whole suggestion itself. Which, Max was horrified to realise, actually sounded completely logical to her. In fact, it almost seemed like something she would suggest, perhaps a sign that she was rubbing off on the formerly prim and proper ex-heiress. And try as she might Max couldn’t think of a reason not to agree.
Actually she thought of a very good reason to agree, “Alright, fine, but only because given our track record it will be a disaster.”
Caroline brightened up, “You know what, you’re right? It’ll probably suck.”
It didn’t. It totally didn’t.
The rest of the day sucked because the 2 girls couldn’t stop thinking about what they had agreed too. It only got worse in the evening when they opened up their little cupcake window, Max and Caroline agreeing to take it in turns selling cupcakes because they just couldn’t stand next to each other. It freaked them both out, as did looking at each other, the two friends unable to look each other in the eye for an entire day. Yet ironically they found their eyes lingering on each other, but be fair was nothing new but there was no more pretending it was friendly admiring or jealousy. No, they were blatantly checking each other out, so much so that Earl, Oleg and even Han noticed.
Finally after 12 long hours of hell the 2 dirt poor girls stumbled home in total silence, still barely even looking at each other even as they reach their front door.
Naturally it was Max who was the first one to utter a sentence, even if she was staring at the door rather than Caroline, “You know what, it’s been a long day, and it’s late, so it would probably be better if… if we did something tomorrow instead or-”
While she was talking Max unlocked the door, walked inside and allowed Caroline to follow her before locking it again. Then and only then did she finally turn around to look at Caroline, but before she could finish trying to talk herself out of this situation the blonde interrupted her in the worst way possible. Namely by pressing her lips against hers.
Instinctively every single muscle in Max’s body tensed and she automatically tried to push Caroline away. However she just ended up accidentally grabbing the blonde’s boobs, which although tiny compared to the giant mountains underneath Max’s shirt, felt really nice in the brunette’s hands. Of course that was kind of an afterthought to having Caroline’s lips pressed against her own, Max not really becoming aware that she was touching her friend’s boobs until a few long seconds had past, and by then she had bigger problems.
Max had never really felt a spark kissing a girl before so it wasn’t something she went out of her way to do. In fact during girl on girl sex she tried to avoid it. So just over 12 hours ago she had figured kissing Caroline would do nothing for her, and the last 12 hours she had been terrified to do it because she was almost certain there would be a spark.
In reality it was less of a spark and more of a fireworks display, Max’s entire mind becoming cloudy with desire from just one simple infuriating kiss, which quickly turned into another and another and another, Max forgetting all about her worries as her best friend pushed her up against their door and frantically made out with her for who knows how long.
When she finally pulled back panting breathlessly Caroline rested her forehead against Max’s and then stammered, “I’m, I’m sorry… I, I, I, I just don’t think I can take another day like that. You know?”
The way Max looked at her, like a hungry predator about to devour her, made Caroline feel like she was going to wet herself in the good way.
“Absolutely.” Max murmured, a throaty sound which was barely audible.
Then Max was the one kissing Caroline, hard and rough right from the get go while pushing her backwards into their home. It was nothing short of a miracle that Caroline didn’t fall over given that she was stumbling backwards in heals having no idea where she was going. She didn’t even think Max knew, however the chance of falling on her ass, or even cracking her head on something, meant little or nothing to her. Not if it was the price to pay to keep kissing Max.
Part of Caroline was terrified that she was thinking like that but it was useless to pretend this wasn’t something she now desperately wanted, perhaps even needed, and so far it was so very, very good.
The first kiss had been needy and passionate but was nothing compared to this, their tongues no longer caressing each other but battling for dominance inside each other’s mouths. Of course during the first kiss, or first series of kisses, their tongues hadn’t been added until it was almost over, and that time it had been Caroline wanting to feel what it was like just in case Max didn’t let her kiss her again. Now Max was practically choking Caroline with her tongue, the blonde feeling like she was fighting for her life and losing. And, somehow, it almost felt like it was almost worth losing.
All of a sudden they were falling, Caroline so sure she was about to land hard on the floor or something worse that she broke the kiss and opened her mouth to let out a scream of pain. Only she ended up landing on something soft, and although Max landed on her afterwards that only knocked the wind out of her slightly, so all Caroline ended up letting out was a soft cry. Which was quickly forgotten when she found herself lying on top of Max’s bed with her roommate/best friend/business partner on top of her, the two of them staring into each other’s eyes for a painfully long moment.
Then Caroline mumbled, “You… I… we should probably get naked now.”
Max raised an eyebrow and smiled, “Ohhhh, I love it when you talk dirty.”
Actually kind of charmed by this, and wanting to lighten the mood, Caroline grinned and in her best manly voice said, “Yeah, strip for me baby.”
Suddenly feeling emboldened Max said in her best stripper/porn star voice, “Oh yeah, I’ll strip for you baby. Gonna strip for you so good and make you dyke out for my big titties.”
For a moment things were back to normal. Max and Caroline goofing around, cracking jokes and teasing each other with totally meaningless things. Then Max reached down and pulled off her shirt while totally expecting another bad joke from her best friend. Instead any humour was immediately sucked out of the mood as Caroline stared at Max’s massive rack like a teenage boy seeing his first pair of boobies, and Max hadn’t even removed her bra yet.
Max had become very used to people staring at her big tits. It wasn’t like those people were even trying to be subtle about it, but even when they tried Max could normally tell. Caroline was definitely one of those people who tried to be subtle but dismally failed, and while Max tried to tell herself at first that like most women the blonde was just staring out of jealousy the truth was Caroline stared far too frequently and longingly for her thoughts to be platonic. And yet Caroline had never had the opportunity to stare at her for this long, and even when compared to all the other times Max was sure she had looked it had never been like this. Hell, Max was pretty sure no one had ever looked at her like this.
Despite herself Max found it kind of intoxicating, which was probably why she wordlessly removed her bra and posted the same careless direction she had flung her shirt. That caused Caroline’s gaze to turn from mostly wonder to mostly shameless lust, this new look actually making Max a little afraid of Caroline, or perhaps more accurately, afraid of what she was going to do next. Or how she would feel about what was going to happen next.
As it turned out what happened next was Caroline letting out an almost animalistic like sound and then flipping them over so she was on top. Max had no idea that Caroline possessed that kind of strength, not that she was complaining. Maybe she should be considering her nervousness, but as soon as she was on her back Caroline was latching onto her tits, swirling her tongue around each of her nipples in turn before taking them into her mouth and sucking them while her hands cupped those two inconveniently big mountains of flesh.
It felt so good all Max seemed to be able to do was moan, and laugh nervously, “Everyone loves the titties.”
Caroline completely ignored her in favour of continuing to frantically lick and suck those huge tits, any further sarcastic words seeming to die on Max’s lips as the brunette became lost in moaning, groaning and even whimpering in pleasure, the sights, sounds and feelings making Caroline feel overwhelmingly thrilled. Of course, Caroline had felt overwhelmed in general, the former rich girl literally feeling like she had no control over her body at the moment. Not that she was trying particularly hard to get it back.
The truth was Caroline had been thinking about this for a very long time, and now she finally was getting it she was rather glad to think it. And by ‘it’, she meant both fucking Max and getting the chance to play with her best friend’s big boobs, Caroline finding that particularly the latter thing was better than she could have ever imagined. Ok, so she hadn’t done the former thing yet and based off sucking on Max’s tits she was have increasingly high hopes for it, but there was literally nothing Caroline had thought more about than the latter.
Max’s boobs were just so… big. Huge. Enormous. Gigantic. Unmissable. As in Caroline literally tried to miss them but she just couldn’t stop looking at them. And thinking about them. And dreaming about them. Which kind of, sort of, maybe said something about her, but it said a lot about Max too. After all this was all Max’s fault. She was the one always flaunting those big titties, and sure, Caroline would do the same if she had tits like that, and she wasn’t sure it was even possible to hide breasts that size, but regardless the point was Max was at least a little to blame for her lesbian fantasies getting out of hand.
While it was true that in the past Caroline had a few teeny tiny lesbian fantasies they were nothing compared to the graphic images which had been haunting her for over two years now and finally indulging in the most vivid of those fantasies was wonderful. Max’s big boobs felt so wonderful. Those giant tits felt so, so wonderful in her hands, on her mouth and tongue, and even pressed up against her face, Caroline going berserk as she became lost in worshipping her best friend’s big beautiful boobs.
She wasn’t the only one, for a while Max was just as lost in her lust. There was another less familiar sensation which made her even more over whelmed, although when she finally realised what it was it freaked Max out for a moment. Then she considered herself with the fact that she had to be wrong. It’s not like she’d even know ‘happiness’ if it punched her in the face, but she was pretty sure it wasn’t just foreplay, because that would be ridiculous.
Of course with tits like hers Max had to be into foreplay, because even if they were in a hurry her lovers wanted some time with the ‘girls’. It was more a skill she had learned over time and something that came naturally, because while Max at pretty sensitive her tits she never had a lover who felt that they truly knew what they were doing. Caroline was technically no exception in the fact that she seemed to be just making it up as she went along, and she was acting just as crazy for Max’s big boobs as anyone, but somehow it felt different.
As Max had no doubt that Caroline was a lesbian virgin without the guts to look up any pointers on the Internet it had to be luck. Blind, stinking luck that Caroline was making her feel so fucking good, the tittie worship first wonderful and then torturous as for once Max didn’t want to move on because she was fed up of someone slobbering on her tits. No, she desperately wanted to move on because she wanted a mouth on her cunt. Or some fingers inside her. Something, anything which would get her off.
So after enduring the tit worship for as long as she could Max pushed down on Caroline’s head and demanded, “Lower. Lower! Lower, lower, lower, lower, good God Caroline lower. I need, oh God… yes… oh… lower… ohhhhhhh, oooooooh, mmmmmmmmm oh my fucking Goooooodddddd please lower. LOWER!”
Max’s words became increasingly pleading as, after significant pushing, Caroline finally removed her mouth from the brunette’s breasts and started fulfilling the request. She did it as slowly as possible, Caroline kissing her way down Max’s body, something which felt like more the result of nervousness than an intention to tease, but the loudmouth brunette could care less why Caroline was doing this. She just cared about getting what she now wanted more than anything, even if that meant she had to say it out loud.
“Eat me! EAT ME!” Max practically screamed in frustration, “Eat me Caroline! Eat my pussy! Ooooooooohhhhhhh Gawwwwwwd, please eat my pussy. Lap my cunt. Tongue my twat. Mmmmmmm, go down on me like a little dyke bitch, dyke out on me, fucking AAAAAAAHHHHHHHH FUUUUUCCCCCKKKKKKK!”
The closer she got to her ultimate destination be more nervous Caroline got. After all it was one thing to daydream about going downtown on a member of her own sex, but could she actually go through with doing it? She was adding that fond of looking at her own vagina, and now she was planning on licking somebody else’s. Except it wasn’t just anyone. It was Max, the one person who had been there for her in her darkest hour and picked her up after her massive fall from grace and given her somewhere to live and something to work for.
Caroline clung on to that comforting thought as she moved lower and lower until she was officially between another girl’s legs and staring at another girl’s cunt, the girl in question tugging her to her destination. Which was kind of flattering, Max proving just how much she was now into this. How much she wanted it. Needed it. Needed Caroline. Max wanted and needed Caroline, that thought along with how much this girl truly meant to her pushing the blonde to lean forward, stick out her tongue and for the first time in her life lick another woman’s pussy.