It was 11:00 AM when Lyn's phone rang. It was Debbie calling, "Hi, do you still want to come for lunch and a swim? Are you awake yet?"

"Yes Im awake, been up since 7AM, too restless to sleep, a little tired. Is noon ok? Will Jack be home for lunch.? I dont want to be in the way."

"No, he called and said he is inspecting electrical lines in Emoryville and wont be able to come for lunch like he thought he would. He hardly comes for lunch. Maybe twice a week."

I told Debbie I would be there at noon, as soon as I got packed and dressed . She said I didnt need to bring anything in the way of lunch things, just myself.

Soon I was pulling up in Debbie's driveway and walking up to the front door. I sat down on the bench to have a smoke before I rang the doorbell, and she saw me sitting there and invited me in. "How ya doin' today, feel like swimming, feeling well today?" "Oh yes", I answered. At our age of 45, it seems like I always have at least one problem: fatigue (which I find difficult to tell from laziness at times, LOL) , headache, or low mood. Debbie has mild arthritis. So we console each other.. We cut each other a lot of slack, and we take care of each other. We listen to each others problems and complaints. We play bingo on Friday nights, go to the mall, have lunch, and babysit each others kids. Once we took our husbands and the 4 of us had dinner out. Then we went disco dancing for a couple of hours. Luckily we were both feeling very well that night and had a wonderful evening. Weve been best friends for 7 years, since our kids met in kindergarden!.

"Would you like some coffee? I brewed a fresh pot just now." she said as she closed and locked the front door. "That'll keep that nosy neighbor Tricia out of the house while we visit. I told her you were coming to visit. And she asked if she could come too. But then she said she really didnt have time to have lunch with us as she had things to do. What an odd woman." "Maybe you should get a restraining order on her," I said with a laugh, so Debbie knew I was joking. "Believe me Ive thought about it, one of the other neighbors has actually got a restraining order as she wouldnt stop ringing their doorbell or calling them on the phone." she said, and rolled her eyes heaven-ward. We sat at the kitchen table drinking our coffees, and then went to the patio so we could have a smoke. Soon an hour had passed and Debbie was lighting the charcoals in the BBQ for our Polish sausages that we were gonna barbeque and put on a bun with lots of red onions. When they came off the grill they were delicious. I knew I would need an entire bottle of Mylanta later, but right now I didnt care. We had a beer with our "hot dogs", and then went in to put our bathing suits on.

Debbie's suit was 2 piece, even though she is a little heavy and has a tummy. But her breasts looked nice. C cup. And there was a little ruffle around the waist. The suite was navy blue with white polka dots. Mine was a flowery one piece affair. I am also a little heavy, with a tummy, but who isnt at 45. But I noticed the suit did do justice to my heavy breasts, it held them up and together for a beautiful look of cleavage. I felt confident enough to let another human being see me in my bathing suit.

I went down the steps and into the pool, holding the safety rail all the way. The water was warm. We chattered as we dealt our anxiety about seeing our chubby bodies in bathing suits. If you cant be seen this way by a best friend, who can you let see you? We were close enough to bare our souls and more. Then Debbie joined me. My eyes went to her tummy which she patted, and then to her breasts as she showed me how the top fastened. For a moment I fixated on her beautiful bust, and noticed that her nipples were now hard and clearly sticking up to be seen. Glancing down, I saw my nipples were errect as well. She noticed me looking.

We continued to chat. Then we swam several laps, and stood talking in the shallow end. She bent over a bit and one of her breasts fell out. She took a drag off her cigarette and very slowly, deliberately, put the breast back into the suit. At one point our eyes locked. There was a leering look in her eye. Time stood still for a minute. "Does that happen often?" I said with a nervous laugh. "Not at all." She said. "Oh, then it must have just come out to say hello to me" I joked. Suddenly my face went serious and I was staring at her breasts. I didnt even realize it. Plus, my cigarette had fallen into the pool.

Next, we heard Tricia calling us behind the fence in front of the house. she wanted Debbie to let her in. But we were dripping wet. Besides, why didnt she come when we told her the luncheon would start?? "Deb you might slip on the wet linoleum if you go let her in, and you'll drip all over the new carpet." To which she replied, "Your right, Tricia shouldve come when I asked her." So we told her to go home that we were in the pool and too wet to go through the house to let her in.

Next thing I knew she had gently put her hand on my upper arm to steer me towards her. The she asked, "Would you like to touch them? Would that feel good?" I was speechless with excitement, and could only smile and shake my head up and down.

"Oh yes, please open your top," I whispered intently, and in a trance-like state, never taking my eyes from her . "You have such beautiful breasts, I wish I could have implants, then Id be gorgeous too."

"Oh stop that. Your breasts are fine. They're healthy, your mamogram said so--and perky. They look great in that suit. You should be proud." I was in the process of softly probing and examining her breasts with my fingers, I pushed the nipple in to see if it rebounded.

My mouth felt dry so I licked my lips. "I need something to drink."

"No", she said, "you really just want to taste my breasts, its a subconscious desire for the milk they represent, go 'head Sweetheart-- taste. Consider it therapy. Im sure youve been wanting to do this for a long time. I notice that sometimes you look at my breasts."

"Sorry Deb, I-I didnt know I did that, I didnt mean to be rude. Oh Im SO sorry. We've always been each other's surrogate mothers. And because I nursed my kids, I have a great reverence for a woman's breasts. Its where liquid nourishment and Mother's love first comes from. I didnt mean to make you feel weird or anything."

"Dont worry. You didnt make me feel weird. I like the way you touch my breasts, youre a very gentle person Lyn. Wouldnt you like to take them in your mouth? Go ahead Sweetheart, I know you want 'em," and there was a smile on her face and in her voice as she spoke these kind words to me.

She was pleading with me to make myself feel at home and feel better by satisfying my curiosity. So I did. I took each lovely breast into my mouth, one by one, and ran my tongue in a circular fashion around each nipple.

"No, suck it, nurse like a baby. Feel what the baby feels."She coached me. So I sucked and sucked as much as I could.

I felt whole and complete. I wasnt thinking about any possible consequences. Just the peace I felt. This went on for such a long time that she suggested we go back in the house so the nosey neighbors wouldnt see through the fence, should they be watching. "Besides", she confided, "all that sucking on my nipples is making me horny, my clit is hard as a rock and throbbing." Part Two WE WALKED IN through the patio door and locked it behind us. Stepping out of our suits, we dried each other off. Usually I would find it embarrassing standing nude with another woman, and I would hurriedly dress, as at the gym where I exercise. But the excitement of the moment cancelled any negative feelings that could spoil our fun. She seemed to be the dominant one and so I just smiled and giggled when she took me by the hand and led me to her bedroom. It was all done in blue. The pale blue down-comforter was fan folded down, then the blankets, and the blue flowered fresh sheets. She lay me on the cozy bed, lit some vanilla candles and closed the blinds . She made sure the music on the radio was low. Then she got a soft cloth and made a diaper out of it, I couldnt tell what it was at first. Then she said, "Stay on your back Hon, I want to diaper you. It'll be fun." I felt a little embarrassed. She sensed this and enjoyed her power over me. She put the diaper pins in and crawled into bed next to me. "Suck Baby.", she said as she pulled my head into her chest. I pigged out on that beautiful bossom, and saw her hand go to her pubic mound as she moaned in pleasure. She stiffened up a little as if she had had a little orgasm. I thought then that everything was over. "Oh what a good girl you are." So I asked"Did you like what I did? Did it please you? You seem to have come."

"Oh we're just getting started" she said slowly and softly in that sexy voice she has, as she released my diaper, turned me on my side,asked me to draw my knees up, and left my exposed bottom showing. She reached for the KY and asked me "When's the last time you had your temperature taken rectally? I love to do this. So just relaaax." She gave my butt love pats. While trying to maintain

my dignity I asked fearfully, "Are you really going to?" To which she replied, "Yes, Im really going to, unless you fight me, and I'll just have to hold you down. Be good for Mommy!" And in her radiant smile I saw her flawless white teeth. Her dimpled chin. Her eyes twinkled just the way I like them to. So I wanted to keep her in a happy mood and not ruin things. I decided to cooperate with her. First I felt her KY coated finger circling my anus, and go up inside me a little deeper with each thrust. It felt as if her entire finger were up my bottom and fucking me. I felt my clit grow erect and throb. My it felt good down there, and back there. I hadnt had this proceedure done to me since I was 5. I had always associated it with humiliation and sodomy. But not now. Not the way Debbie did it. Soon she was separating my buttocks, and a sharp thing was poking me. It was the thermometer, and soon it was going up my rectum. She took it careful,and slow, and reminded me to stay relaxed, so it wouldnt hurt. When it was fully inserted, she put her hand over it to hold it in place and said it would stay there 5 minutes.Unless I was bad, then we would have to start over again. Sometimes she rubbed my buttocks, or my thigh. Once she reached around and touched my clit. I felt so close to climax. But I was curious about what she would do next. Then she slowly pulled it out, read it and pronounced me fever free. Next, I felt one finger going up my ass while something else went in my pussy--it vibrated. Wow it was great!!. I asked her when it was my turn to service her. "Now---if you wish. Have you ever done 69?" she asked in her deep sultry voice that I love so well. "Well of course, but only with my husband." We assumed the 69 position. She was on top, of course, controlling the action. Fingering my ass, licking my clit. I asked for some KY so I could "do" her too. And I put my mouth on her. I had never done this to Debbie, or any lady, and was enticed by her sweet juices. We had just got out of the pool, and everything was still "fresh". I had to peel her labia back like the covers of the current New York Times bestseller I was reading, so I could get past the hair. I told her we needed to play "pussy barber". She laughed loud, sounding like Lauren Bacall & said, "Next time, Sweetheart." I couldnt hold off any longer. So I came. I told her so. "I figured as much" she said. "Could you lie on your back so I could reach you better?" I asked her permission, as she was the dom and I was sub. I began licking and sucking her erect clit. Apparently I did a good job because she started to moan, and then she stiffened up and shuddered. Then a rage of tears came down. "Pent up emotion", she said. "Ive got a large candy thermometer at home. Next time its your turn." I said with a wicked grin as we dressed. She came over to me and held me to her for a long long while, then she guided my head to her face so we could put our lips together in a long passionate kiss. I pushed my tongue into her mouth, and she returned with her own tongue. She nearly ate my mouth right off my face. After 7 years of friendship, it seemed as if we had plenty of pent up feelings for each other.

Dressing, I picked up my things and headed out the front door for home. Deb says, "I'll call you next week". The kids were due home in a half hour, and our luncheon was over.

END