One of my female friends and I have always been flirtatious with one another, and as far back as I can remember there has been a sexual charge between us, albeit one that we never acted upon. It was always fun to play around together and it was not uncommon to see us out among friends with her sitting on my lap at a bar, or for us to begin wrestling each other at a friend's house. The other night we got together a little before seven to run out and grab a rented flick and some take out. When we got to my house I put in the movie, and set the food out before us, and settled in for a warm evening and a good movie. We kicked off our shoes and shared the couch, she pulled an afgan up over her legs and leaned slightly toward me. I turned away to reach for my drink only to turn back and find her stealing from my plate. I snapped at her with my fork and caused her to drop a small bite on my leg. She reached for it, knowing it was close to my crotch, looked up at me and gave me a sly "you know you want it" kind of expression then popped the food into her mouth. We watched the next twenty minutes of the movie uninterrupted, and occasionally only laughing at how bad it was, we decided to add in our own dialogue to keep ourselves entertained. As my friend was adding her personal touch to a scene of a woman applying makeup in front of a mirror in preparation for a party I sighed and exclaimed "There are so many better uses for that makeup brush." She looked at me and said "Like what?" I looked around the room for her purse, and I pulled out her makeup brush. "Close your eyes." I said. I moved our plates to a nearby table and began to trace her hairline with the makeup brush. I started at her left temple and gently traced over to her left temple and continued down toward her ear, behind it, and down her neck to the curve of where her shoulder began. "Huh?!" I said proudly. "You can't stop now. Keep going." she replied. I placed the soft bristles of the brush under her left ear and traced her jaw-line, stopping on her chin and moving it down her throat. Her top was a button up blouse with the first buttons undone so I moved the brush freely around her neck and shoulders before getting adventurous and gliding the brush over the space where her breasts began. "I'm bored. I think I proved my point." I said putting the brush down playfully. Her eyes gave me an evil look. "You are not done. This movie is terrible so you owe me." I sighed, "Whatever." So I reached for her top and began unbuttoning it. She looked slightly surprised at the candidness and frankness with which I was taking her top off, but this was part of how we interacted with one another. I peeled both sides of her blouse off of her skin. "If I'm going to do this it's going to be my way." "Well if we've gone this far why not lose the bra too?" She began to unbutton it. "Whatever." I said just for the reaction it would solicit. I laid her back onto me and started again at her forehead, but my eyes were fixated on her flat stomach and firm mounds. I traced down between her breasts, taking turns brushing underneath each one. She was quiet, but I could hear her breathing in and out. I ran the brush up around her left breast and then up onto it and began circling her nipple. It began to rise and stiffen up almost instantly, and I suddenly became very self conscious of her back lying on my lap and whether or not she might feel my own stiffening which was a reaction to hers. I continued for as long as I could, circling her nipples, brushing the sides of her breasts, her neck, her chest, and her stomach until it reached the point where I was sure she could feel my erection. I got up and laid her flat on the couch. I pulled away the afgan covering her legs, I unbuttoned her jeans, and pulled them off. I ran the brush over her legs. She turned over and I moved it up her ankle, her calf, up her thigh, her butt and from the small of her back to her shoulderblades. As I began my way back down she pulled her panties off of her butt and I let the brush tickle her cheeks and the sides of her hips. Her eyes were closed, I peeled her panties down and off of her legs which I now parted just a bit to let the brush graze the inside of her thighs. She turned herself back over and we looked at each other for a moment. There was sexual tension, but there was no awkwardness between us. The bristles moved over her thighs, and between her legs. Her clit was swollen in size and so large. I'd never seen it before, I'd sometimes wondered what she looked like down there but I'd never actually seen her bottomless before. It was perfect. I couldn't take my eyes off of it, and I had been so preoccupied with noticing the change in her breathing that I hadn't noticed the change in mine... but she had. She ran her hands through my hair and placed her hands on the back of my head and gently, firmly pressed my head down toward her open legs. I closed my lips around her protuding clit and flicked it gently with my tongue. She gasped. It was thrilling. I flicked it again, her hips moved. I sucked on it for a while enjoying the movement of her hips that I was causing. She moaned a single moan and my heart jumped. I slid my hands underneath her butt raising it from the couch and I began to lick from the bottom of her slit upward ending my motion with a firm flick on her clit. She tasted like no one else. As much as another part of me wanted her I could have stayed with my tongue between her lips for another hour. My hands began to move purposefully over her arms and toward her breasts with erect nipples. She came, and came again immediately. She shot up lifted my shirt off, and began licking furiously at my nipples, sucking on them in turn as I cupped her breasts and played with hers. Her hands undid my belt, and forcibly pushed my jeans and underwear down together. Her warm hand grasped my erection and I could feel my own pulse in her enclosed hand. Pushing me back with her lips still around my nipple she began kissing down my stomach making her way to my incredibly hard dick. There was no building up to speed, she took the whole thing in her mouth immediately. Her hand now cupped my balls and she was not giving up until she had all of me in her throat. My hand instinctively went to the side of her head to feel her hair and the motion of her bobbing head. The rest of her hair was cool and resting on my thighs and stomach. She took her mouth off of me and still cupping me with one hand began to rigorously jack me off with the other with a twisting motion. She slid her body up mine and placed my throbbing cock in between her legs, not inside of her, but positioned so that she could rub her clit up and down against my dick. We continued to make out and run our hands over each others bodies as we gyrated against each other. She shook for a moment, then began to rub against me again. She shook one more time and let out a strong moan with her tongue still in my mouth. It was enough to send me over the edge. I came and we could both feel my cum shoot up onto her butt which caused her to moan again. We had both came strongly. She began to move her hips so that we would feel the warm stickiness that was holding us together. She kissed my chest. I kissed her forehead. And we both laid there naked and on top of each other for another hour. We were amazing together. I wanted to share.