8 comments/ 17572 views/ 25 favorites The ROTC Inspection By: embracelust66 NOTE: I spent a little time in an ROTC unit years ago and my knowledge of how they work is based solely on that experience. My apologies for any factual errors in actual ROTC or military procedures. Captain Amy Connors stood tall, hands folded in front of her knee length regulation blue skirt, trying her best to appear as attentive to her boss' speech as were the hundred or so Air Force ROTC cadets seated before them. But she and General Gates were now on their fifth visit to a university in as many days, and as good as his presentation was, she could muster no real enthusiasm for it. All she wanted was to go back to their hotel, lie down on her bed, and spend the day watching television and ordering snacks from room service. Actually, after five days of being surrounded by scantily clad college students, not a few of whom had hit on her – it's the uniform, she knew, some guys just love a uniform – the idea of taking two of three of the cadets back to her hotel and doing unspeakable things to them was also rather appealing. But Gates, a deeply religious man, would never go for that. And, she though ruefully, it would probably a court-martial offense. But as she stood off to the side while he addressed the cadets, she casually scanned the room, checking out the college-age eye candy spread out before her. Granted, they were all wearing blue camouflage BDUs and shiny black boots, so she couldn't get a great feel for their collective hotness level, but she could at least gain a general impression. And the impression she had was good. How could it not be? They were young, they were fit, and not a one had a hipster beard or shaggy hair, two things Capt. Connors absolutely loathed. She preferred her lovers, men or women, to have a clean-cut appearance, albeit one that hid the sex fiend within. She was sometimes surprised at how easy it was to find that combination. There was that straight-laced banker who was into being whipped, and the school teacher who'd loved having her ass fucked and owned an entire chest of sex toys. She wondered how many of these cadets would fit the bill. There was a very pretty brunette, one of the lower-level cadet officers, who looked like she enjoyed a good roll in the hay, and the broad-shouldered Hispanic cadet in the fourth row definitely showed promise. She bet he was good for four of five good fucks a night. She was less enthusiastic about the hot blonde who served as the cadet battalion's executive officer. She seemed to emit a prudish, frigid aura. No doubt another holy roller, Connors thought, just like Gates. Her ruminations on the cadet corps' collective sexual preferences were interrupted when the subjects of her speculation rose en masse and began applauding. Her boss had apparently finished his speech, which had focused on the changing nature of national security and the role of the U.S. Air Force in providing that security. It was an important and timely talk delivered well, and she hadn't heard a word of it for the past fifteen minutes. She'd been too busy conjuring up erotic images involving her and a squad of buff cadets with hard cocks and dripping cunts. It's not that she wasn't an attentive and disciplined professional. She was. She even had several overseas tours under her belt, serving as an intelligence officer in some very dangerous places; it was just that she had always had a very active libido. She loved sex and made no apologies for it. And it didn't help that she had spent the last week visiting universities in late spring, when America's nubile young college students shed much of their clothing along with their inhibitions. Just walking around these campuses had put her sex drive into high gear. Unfortunately, Gen. Gates insisted they have adjoining rooms, so there was no chance for her to pick up some young college stud, or anyone else, and relieve some of her sexual tension. The hotel walls weren't soundproof, and she was a moaner. After a brief Q&A and some closing comments by the Col. Peterson, the program's commander, the cadets were dismissed to return to their classes, their study groups or, at least in Amy Connor's filthy imagination, their wild and unrepentant fornication. God how she envied them. Her boss and the Colonel filed out of the room, followed by her and the other officers and enlisted personnel assigned to the unit. "Connors," Gates called out to her, he always called her by her last name. "I'll meet you back here at, what Colonel, 13:30 hours?" "Probably closer to fourteen-hundred, sir," replied Peterson, a balding, thick-necked man with a jowly face. "The university president is a talkative type and these luncheons can drag on." "Fourteen hundred hours it is," Gates said, his voice booming down the hallway so that she could have heard him if they had been 40 feet apart, rather than the four feet currently separating them. "That gives you a little more than two hours for lunch." "Yes Sir," she replied. She kept her responses short because he hated wordiness, which meant he would be in a very foul mood this afternoon. Gates and Peterson headed down the hall and out the building toward a rendezvous with some of the university's leadership team. Capt. Connors turned in the opposite direction, following a tall, red-headed Air Force officer. "Well, that was actually a pretty interesting speech," the redhead, Capt. Ellen King, said as she led Connors into her office. "I thought he made some really good points, especially about the continued need for missile defense research." "He's a really bright guy and a good boss, if a little stuffy," Connors replied. "But hearing it every day for a week gets a little old." The two women stood looking at each other for a second, and then King stepped forward and gave her visitor a warm hug, holding her close for several seconds. Connors returned the gesture with equal fervor. The two old friends hadn't had a chance to talk before as she and Gates had barely arrived in time for his address to the cadet battalion. "It's good to see you again, Amy. It's been what, a year and a half?" "About that, I think," Amy said, stepping back and beaming up at her friend, who stood a couple of inches taller. "The last time I saw you was when you came to Washington for that conference on computer hacking." "Yeah, too long. I was thrilled when you emailed me you were coming. I'm hoping we can have dinner tonight, just the two of us, and then we can go to my place, drink wine and reminisce all night." "Sounds great, but what about lunch? I've got a whole two hours," Connors said. "Shit, I'm so sorry Amy, but I can't do lunch. I have to meet my professor. I told you I'm getting my master's while I'm assigned here, right? " "Yeah, you mentioned that in your email. But I didn't realize that students generally dined with faculty. I didn't ever as a student." "It's a first for me too, but I need to talk to him about my end-of-semester project and he cancelled his office hours today. Lunch was the only time he could fit me in." King gave her an apologetic look. "There are plenty of food options over at the union. It's right across the mall from here. Or I can have one of the cadets get you something if you like?" Connors shook her head. She wasn't really that hungry right now anyway; she had just been hoping to spend some time with her friend, but understood how these things went. "I'm fine, really. The best thing you can do for me is to let me crash here for a little while. I didn't sleep well last night and I'm pretty beat. Can I just take a nap on your couch while you're gone?" "Of course," King said. She opened one of her desk drawer and pulled out a key. "Here's a spare office key. If you want to step out for a bite later, just lock the door. You can bring it back if you like. I eat in here all the time." Connors accepted the key with a grateful look, and then gave her friend a mischievous smile. "You're actually having lunch with this professor, right? Not meeting him at some sleazy hotel? Because if that's the case, I'm happy to come along." King laughed and shook her head. "I wish. He's pretty cute, but no, just lunch. Of course, who knows what will happen later on." She winked at her friend and then picking up her purse and cap, headed out the door. Amy Connors stared after her for a few seconds, remembering some of the good times they'd had over the years. They were not just old friends but on- and off-again lovers since the first week they met, more than 15 years ago. They had been ROTC cadets themselves, rooming together during an 8-week summer training program at an air base in Missouri. They were young, lonely, outnumbered almost 8-1 by the male cadets, and absolutely determined not to allow themselves to be compromised by sleeping with any of them. So they had turned to each other. Amy remembered that first night well. They had come back from an evening session of calisthenics, and both were exhausted. Ellen had complained about how bad her feet hurt, and Amy had offered to massage them for her if she'd do the same. Something about giving Ellen a foot massage had aroused Amy, and when she'd look up at Ellen, she suspected that her roomy shared the feeling. She had been too nervous to suggest anything more, but when it was Ellen's turn to return the favor, she had allowed her fingers to delicately stroke Amy's calf, and Amy found her courage. "You know, we don't have to stop at foot massages," she had said, keeping her voice in a low teasing tone, so she could claim she was joking if Ellen reacted badly. "I'm willing to swap other services as well." Ellen's reaction was all that Amy could have hoped for. She had smiled, and then moved her hand delicately up Amy's leg to her thigh. That night, they had gone down on the each other, and then lay together on Amy's bunk, stroking, kissing and licking until they both fell into deep sleep. After that, their sexual encounters became a perfectly natural and almost daily occurrence, and by the end of the program, they both knew that they would be lifelong friends and more. Or so Amy had thought. When last they saw each other, they had spent several nights together, and one evening had even added a civilian computer scientist to the mix. But a few months later, during one of their late night phone calls, Ellen had talked about how she was growing tired of casual encounters and one night stands. She was hoping to find a more stable, long-term relationship with a good man. Neither woman considered herself a lesbian; by mutual agreement, their encounters were just fun interludes, friends with benefits. So Amy had encouraged Ellen and tried to be supportive, even as she worried what it might mean for the physical portion of their relationship. So when Amy had come for this visit, she'd made no assumptions about sharing her friend's bed. She'd figured that their days of raising hell together were drawing to a close, and she could understand that. They weren't wild young women anymore. She'd regretted making the stupid joke about banging the professor at a motel as soon as she'd said it. But Ellen's response had puzzled her. Perhaps she was still open to something more. After all, there was no steady man in her life as far as Amy knew. Thinking about it was not helping to ease Amy's sexual arousal, and she didn't think she could go much longer without some relief. So she locked the office door and took off her blue uniform coat, hanging it on a coat rack in the corner. She then removed her skirt, half-slip and shoes and lay down on the small office sofa, carefully propping her head on a throw pillow so as not to damage the meticulous bun into which she had shaped her long, almost jet black hair. For a moment, she lay motionless, listening for sounds in the hallway outside. But the room was eerily silent and she guessed most everyone had headed for lunch. So she pushed her panties down to her knees and began to slowly run a finger around the swollen lips of her pussy. Her breathing quickened as the movement began to send little spurts of pleasure through her body. With her left hand, she undid two buttons on her uniform shirt so that she could reach in and play with her breast, squeezing it and pinching her nipple. She inserted her finger into the folds of her pussy, pushing it into the moistness that was growing there. She pulled back out and began to slowly circle her clit, then went back to stroking her lips. She continued these movements with an ever increasing speed, and then, with an ease that comes only from long practice, began using her thumb to fondle her clit while digging into her pussy and rubbing her g-spot with her middle finger. Soon, the spurts of pleasure turned into torrents and she could feel her body begin to tense. She sucked in her lips and removed her hand from her breast, clamping it over her mouth. She could feel her orgasm approaching and didn't want anyone passing by to hear her moaning. Then it came. Her whole body quaked and she grew flush; despite her efforts a deep guttural moan escaped her and she tightened her jaw muscles reflexively. Then it was over and she lay still, breathing heavily. She glanced over at the clock on a bookcase across the room and figured she could still get in a nice nap before Ellen returned. She was about to pull out her phone and set the alarm when a knock made her involuntarily jerk. Could someone have possibly heard her? She rose and pulled her slip and skirt on, then tiptoed quickly to the door. The tapping came again, soft but insistent. Surely not a cadet, she thought, as she unlocked the door and hesitantly pulled it open a few inches, peeking out to see who it was. Outside there was indeed one of the cadets, a young African-American woman, still dressed in BDUs, her thick dark hair cut short. She was an extremely pretty girl and Amy found her arousal growing again. "Hello, can I help you cadet?" she asked. The girl's eyes went wide at the sight of this unexpected officer looking out at her. "I'm sorry, ma'am," the girl said in a soft voice. "I was looking for Capt. King." "I'm afraid she's gone to lunch. She let me use her office to get in a quick cat-nap." Amy smiled at the girl and pulled the door open so that the cadet didn't think she was trying to hide anything. The fact that she wasn't wearing shoes was easily explained by her catching a little shuteye. "Would you like to leave a message for her," she asked. "Oh, no thank you, Captain. I'll just see her later. It wasn't anything important," the girl, whose nametag read Jefferson, said. She was giving Amy an odd look, and then asked, "Is everything okay, ma'am? I thought I heard something like a groan." Amy couldn't help but blush. Damn, she thought, she'd tried so hard to be careful. "Oh, that was probably me snoring," she said quickly. "I've been told I sometimes do." "Oh, of course. I'm sorry to have bothered you, Captain." "That's okay," Amy said. "I'll let Capt. King know you stopped by. It's Jefferson, correct?" "Yes ma'am. Thank you ma'am." Jefferson looked up at her. Amy couldn't quite interpret the look in her eye, but it was surely not simple concern or respect. Jefferson may not know for sure what she'd been doing, but Amy would bet money that she strongly suspected. She realized, as she closed the door, that Jefferson's suspicions had no doubt been confirmed by the fact that Amy's shirt was still partially unbuttoned. Fuck, she'd forgotten about that. Plus, her nipples appear to have betrayed her, sticking out like two little missiles pressing against her shirt. Well, that was embarrassing, she thought. Hopefully Jefferson wasn't going to be in the after-lunch conference the general was hosting for graduating seniors. Unable to nap now, she walked over to the union to pick up a burger, which she brought back to Ellen's office. Then, lying back on the sofa, she did indeed fall asleep, and remained so until her friend returned. Thankfully, Jefferson wasn't at the meeting, although a number of other female cadets were, including the blonde battalion XO. Amy and Ellen both sat in on this meeting; their role was at least partly to provide a view of a female officer's life, the Air Force having decided to make extra efforts to reduce reports of sexual harassment and discrimination by making its female members feel more welcome. When it was over, Gates pulled Amy aside. He was in a surprisingly good mood, given that he'd had to suffer through a long lunch with a bunch of verbose academics. Indeed, he'd been a little late to the meeting. "Connors, I've got a favor to ask." "Certainly sir, anything I can do," she said, looking at him questioningly. "Well, coming back from that abominable lunch I ran into an old friend. He's a professor here now. Hadn't seen him in years, but we used to be pretty close. Anyway, he's invited me to come over to his house this afternoon, meet his wife and have dinner. So I was hoping to take the rental car if I can, but I don't want to leave you high and dry." So that's why he's so happy, Amy thought, and then realized that this meant he would not be around this evening, which cheered her up as well. "Not a problem sir," she said, extracting the keys from her purse. "I'm sure someone can drop my off at the hotel, and Capt. King is picking me up for dinner later anyway." "Excellent. Seems like we'll both have the opportunity to renew old friendships tonight." Gates grinned at her and then headed down the hall to say his goodbyes to Col. Peterson. Amy turned to look for Ellen, hoping she could bum a ride. Unfortunately, Ellen had a cadet activity to oversee for the next couple of hours. "But don't worry, I'll find you someone who can run you over to your hotel. Just a sec," she said, then stepped down the hallway, stopping at a classroom about two-thirds down the passage. She stuck her head in the door and said something Amy couldn't catch. The next thing she knew, Ellen was coming back toward her, trailed by, of all people, Cadet Jefferson. "Cadet Jefferson, Capt. Connors tells me you met earlier. I'd like to ask you a favor, if I could. Would you give her a lift back to her hotel?" Jefferson looked from Ellen to Amy, and then back again. "Of course ma'am. I'd be happy to," she replied. "It's not that far. It shouldn't take long," Amy said. "I appreciate your help." "Always willing to be of assistance, Captain," Jefferson said, then added in a lower tone, "We females have to stick together, right?" King smiled at her. "That's right, cadet," she said. Amy was embarrassed to have Jefferson serving as her chauffer, seeing as how she was certain the young woman knew that she had finger-fucked herself to an orgasm just a few hours earlier. But there was nothing she could do about it. So she smiled at the cadet and told her to lead the way. A few minutes later they were driving past students, both alone and in groups, in Jefferson's remarkably clean if somewhat aged two-door Toyota sedan. Amy remained silent so as not to distract her young driver during what was obviously a busy time on campus. The sidewalks were crammed and every so often a skateboarder or bicyclist would swerve in front of them. Finally, they reached the edge of campus and the herd of students thinned, allowing Jefferson to speed up without fear of killing anyone. Amy, consciously not looking at the young cadet, stared out the window at the businesses passing by, paying particular attention to any interesting restaurants that might appear. She felt awkward trying to force conversation, but wasn't sure she liked the uncomfortable silence any better. "So why do you want to be an Air Force officer?" Amy asked her, figuring it was an obvious question. She guessed the answer would be to fly, as it was 99 percent of the time. But Jefferson surprised her. The ROTC Inspection Pt. 02 Again, apologies for any errors in ROTC or military procedures. ***** Her phone's ring pulled Amy out of a remarkably deep sleep for an afternoon nap and she awoke confused and disoriented. Her hotel room was dark and it took her a second to locate her cell on the table across the room. "Hello," she said, trying, and failing, not to sound as if she'd just woken up. "Jesus, wake up sleepy head. It's time to paaaartyyyy," Ellen drew out the last word for a good three seconds, and then burst into laughter. Amy smiled. If only her old friend knew the kind of party Amy had recently wrapped up, she'd be jealous as hell. But Amy decided that telling Ellen about her afternoon of sex with Cadet Carey Jefferson was probably not a good idea. As one of the officers overseeing the university's Air Force ROTC program, Ellen might be upset that Amy had slept with a cadet. It might not matter that Carey had been the aggressor in their encounter, well, sort of the aggressor, anyway. "Hell yeah, if there's a party, I'll wake my ass up," she replied. "What kind of party are we talking about? Male strippers and tequila, cause I'm totally up for that." "Yeah, more like a quiet dinner at my favorite Chinese place and then a night of wine and gossip," Ellen said. "Actually, that sounds even better. Tequila gives me heartburn and male strippers are usually gay," she said. "When were you thinking? Jesus, I don't even know what time it is. I really was zonked out." "I figured I'd pick you up in about 30 minutes? How does that sound?" Ellen asked. Amy glanced as the alarm clock, its glowing green numbers about the only source of light in the room. "Maybe you better make it 45, is that okay?" "Works for me. I'll meet you in the lobby," Ellen said, then hung up. Amy set down her phone, switched on a lamp and then stepped into the bathroom to shower. She guessed that she reeked of sex and while she personally loved that odor, it can sometimes give others the wrong idea. Twenty minutes later she stepped out, naked except for the towel around her head. She examined her body in the closet door's full-length mirror. At 34, she still looked damn good, she thought. Her abs were maybe a little on the soft side - she hated crunches - but her stomach was still flat and there was not even the beginning of a muffin top. Her legs were shapely and toned, and while her upper body wasn't quite up to Serena Williams standards, there was no flab there either. All in all, she still had it and figured she might as well flaunt it. She was about to start digging through her suitcase for a suitably sexy outfit when she noticed the blinking blue light on her cell phone. She picked it up and checked her voice mail. "Connors, it's Gates. Look, I wanted to let you know that I'll be staying overnight with my friend. Turns out another old pal lives pretty close and the three of us will probably be up late drinking and telling war stories. You know how it is." Amy could just imagine the three late middle-aged men sitting around sipping scotch and lying about old accomplishments. She smiled at the thought. She liked General Gates and hoped he was having a good time. "Anyway," the message continued, "I assume you are still going to crash at Capt. King's house tomorrow night. So I'll just swing by the hotel in the morning, pick up my stuff and head to the airport. No need to call me back or anything if that plan works for you. I will just see you on Monday morning. " The message clicked off and Amy grinned. The plan had been that she would spend Friday night at the hotel, in case Gates needed anything, and shift over to Ellen's house on Saturday once he left. But now she thought it would be okay to check out this evening and spend both nights as Ellen's guest, hopefully in her bed, although Gates never need know about that part of the weekend. "Shit," she said to herself, looking at the time and realizing she would need to get a move on in order to be dressed, packed and checked out before Ellen arrived. She quickly dug through her suitcase pulling out a sleeveless pullover black sweater that hugged her in all the right places, her sexiest faded jeans and matching sheer black bra and panties. She donned her old worn cowboy boots, applied a little makeup, brushed out her long dark hair and began shoving all of her possessions in her suitcase. She took more care in packing her uniforms in a large garment bag, and then, after double-checking that she hadn't forgotten anything, headed out the door. Ten minutes later, Ellen pulled up in a sporty little red corvette and Amy couldn't help but hear Prince singing somewhere in the back of her head. She waved and Ellen rolled to a stop. Getting out of the car, she gave Amy a quizzical look, and Amy explained about Gates' change of plans. "Awesome," Ellen exclaimed. "That thing's going have enough room for all my stuff, right?" Amy asked her, pointing at the car. "Hope so, otherwise, you'll have to abandon it. That's okay, it's just your clothes," Ellen said, and leaning in close added in a whisper, "and if you play your cards right, you won't even need those." That, in Amy's mind, was even more awesome, because it meant Ellen was interested in continuing the sexual relationship the two women had shared since their college days. Amy wondered what had happened, since in the past couple of phone calls, Ellen had talked about finding Mr. Right and settling down. Twenty minutes later, the two women were seated in a back booth at Won Lee's Café, an out-of-the-way eatery with the typical Chinese landscapes on the wall and statues of dragons and monks scattered around the dining area. While they waited for their food, they chatted about old acquaintances and Ellen's fellow staff at the ROTC program. "I am really am so happy you're here," Ellen said to her friend over her half-raised cup of tea. "I can't believe we let almost 18 months go by between visits." "I know." Amy shrugged and shook her head. "It was just bad timing. You were overseas, then I got sent to Europe and then you got back and had to spend time getting settled into this gig and we just couldn't seem to synch up there for far too long." She set down her empty tea cup and reached for the delicate china pot to refill it. "But it seems like you're happy here. Are you?" Ellen paused for a second, and then ran her long, delicate fingers through her loose red hair. "Yeah, am I am. It took a little getting used to in the beginning, but I'm beginning to adjust. I like being able to go back to school for my masters. And I like teaching. We each have to teach some of the military sciences courses and I enjoy those." "What were the adjustments?" Amy asked as she reached out to grab a crab puff from the dish the young Asian waitress had just dropped off. "Well, you've seen the town. What do you think?" "I haven't seen that much of it, just around the campus." Ellen smirked. "Then that means you've seen all the relevant parts. The university is essentially a small community of scholars and horny college kids surrounded by a slightly less small community of farmers and farm-related businesses. There are some nice cultural attractions and events, like plays and concerts, but other than that, there isn't a whole lot around here that I find all that interesting. And it took me a while to get my sex life up and running. At first, I wasn't getting laid at all and I still don't get it quite as often as I'd like." Amy looked at her uncomprehendingly. "How can you say that? You're surrounded by thousands of hot, young things. And don't tell me they're not interested in you, because those 19-year-old guys must be following you around campus like little lost puppies. You should be getting laid daily, two or three times on Saturday." "Oh sure, I can pick and choose which students I'd want to fuck, male and female, but I can't actually risk it. Do you have any idea how much trouble I'd be in if I got caught fucking a student, regardless if they were ROTC? Plus, even if I didn't get caught, I have to walk across that campus daily. I don't want those kids looking at me and thinking, 'there goes that slutty Air Force officer, I hear she gives it up to anybody.' " Ellen dipped a crap puff in a small dish of sweet and sour sauce and then popped it in her mouth. A little drop of the pink liquid hung on the corner of her lip, and it was all Amy could do not to lean over and lick it off. She was glad now she had not mentioned her afternoon with Cadet Jefferson. "What about professors or staff? Or just regular guys in town?" she asked. "I've dated a couple of university staff, profs and such. But it's awkward seeing them around all the time afterward, when things don't work out. As for town guys, well, the ones I've met are nice enough, but they really are mostly blue-collar, small town people. Nothing wrong with that, but I don't generally have much in common with them. They like their women to be a lot tamer, if you know what I mean." Amy knew exactly what she meant. One of the things that had drawn them to each other in the first place was their similar personalities. They were both strong, independent women who could be stubborn bitches when needed, and neither apologized for it. The military may have come a long way in the past twenty years, but it was far from being a paragon of gender equality and they both had the toughness and determination to succeed in it. And, Amy knew, they were also both aggressively sexual women who had no qualms about bedding whoever they wanted. The Ellen she remembered had always had a few guys and as many women who regularly shared her bed. Amy was the same way, and in a small town, that kind of behavior gets noticed and gets a woman the wrong reputation in a hurry. "It just took me a while to find a few people I could trust, and who aren't the jealous type, demanding absolute monogamy. And I didn't want to hit the bars every night looking for one night stands. Like I said, it's a small community and fairly conservative. And in this position, my off-work behavior is more scrutinized that at past postings. Col. Peterson made that clear right from the get go. So finding people who want the more casual relationship that you and I are used to is harder." "But I thought you didn't want that anymore anyway. The last couple of times we've talked, you were all about finding that one person you could settle down with," Amy said. "Is that off the table?" Ellen gave her a rueful smile just as the waitress brought their entrees. "As to that, I think that was just an over-reaction to the culture shock I felt when I got here. The first month or so, I went out a couple of times to bars, not the ones that cater to the college kids, but they were still filled with young people. That, or divorced forty-somethings or aging alcoholics. I felt out of place." Amy nodded in understanding. "I can see where that would be uncomfortable," she said as she speared a piece of beef with her fork. "But after trying to find that kind of relationship, I realized I'm just not built for it. I like sex too much and just can't commit to one person, at least not physically," Ellen said. "I was dating this accountant I met while out running, but after about a month, I knew it wasn't going to work." "Why?" "Because I started fucking his secretary. I came in to surprise him over lunch one day, but he was out. She starts coming on to me and the next thing I know, I'm going down on her on the couch in his office." "Holy shit," Amy said. "That's hot." "It was. And it helped open my eyes to the fact that if I'm ever going to be in a long-term relationship, it's going to have to be unconventional, either an open relationship or one that involves other people in the bedroom. You know I love a good threesome." Amy gave a sharp laugh that startled an older couple a few tables away. "Yes, yes I do." One of her most vivid sexual memories was of Ellen's first visit to her after they'd met during a summer training program. Amy was newly assigned to an airbase in California and wouldn't be able to meet Ellen until after work. So she had left a key with her next door neighbor at her apartment complex, asking that the young woman give it to Ellen when she arrived. Amy walked through her door to find the pretty brunette kneeling before a naked Ellen eating out her friend. They'd spent the better part of the night double-teaming the girl, and later, the girl's male roommate. "I mean, after a month or so, I just start to get an itch in my pussy that my boyfriend, no matter how big his dick or how talented his tongue, just can't scratch," Ellen said, taking a bite of shrimp. Amy started laughing and nodding her head emphatically in agreement. "Preach it sister. That's why it's better to just have that reliable set of friends with benefits. So long as everyone's on the same page, it's fantastic. By the way, what happened with the secretary? You still fucking her?" "No, she didn't like betraying her boss or her husband," Ellen said. "And yes, I know I shouldn't be messing around with married people, but in my defense, she was really hot. But I have finally managed to find a few discrete people that I can hook up with on a regular basis, although I wish it was more." "Yeah, will I get to meet any of them?" Amy asked? "Maybe, but not tonight. Tonight, I want you all to myself." Ellen cast a lascivious look at Amy and, having slipped off her loafers, ran a foot up along Amy's calf. "If that's okay with you, that is." Amy arched her eyebrows and gave her friend a hungry smile. "Okay doesn't even begin to cover it. Should we take the rest of this to go?" "Oh no, eat up. You're going to need your strength," Ellen replied, then winked at Amy. They both burst out laughing. Amy was grateful when the waitress finally brought the check. She tried to grab it, but Ellen beat her to the punch. "Thanks, Mindy," she said as she handed a credit card to the waitress. She was a young, very petite and delicately featured college-aged girl with long, black hair that hung to the small of her back. Amy had been eyeing her all night, admiring the way her tight blue blouse molded around a very nice pair of small but firm tits. "She has this really tight red dress, with little white starbursts on it," Ellen said, reading Amy's mind as they both watched the girl retreat toward the cash register. "When she wears it, her ass looks like the most succulent strawberry you've ever seen. I just want to hold her down and suck out all her juices." "Is she a member of your little group?" Amy inquired. "I wish. A couple of times I've wondered if she's been flirting with me, when I'm here alone, but I figure she's just angling for a better tip. It's odd, but she wasn't really at her best tonight," Ellen said. "Maybe she's jealous, you having dinner with another woman. Maybe she wishes you would just grow a pair and go for it," Amy teased her. "Maybe I will. But for now, I'm more focused on going for you," Ellen shot back. "You fucking better be." As soon as Mindy brought the credit card back, Ellen scrawled her name across the slip and the two women made a beeline for her corvette. No sooner had Amy closed the door then Ellen pulled her into a passionate embrace. Their lips met, tongues sliding along each other, hands roaming over each other's body. "Fuck, that feels good," Amy whispered in her ear. "I want you so bad." Reluctantly, Ellen pulled away and started the car. "If I don't get you home and in my bed ASAP, we're gonna get arrested for indecent exposure, cause I will be fucking you within the next half hour." And a half-hour later, Amy was sprawled spread-eagle on Ellen's queen-size bed, lost in a sense of growing ecstasy as her friend applied years of experience in going down on women to Amy's aching cunt. She tried to speak, to encourage Ellen, but all she could do was make a series of low, guttural moans. But Ellen got the message, or just couldn't wait any longer, and shoved two fingers up into Amy and began curling them, rubbing against Amy's g-spot and causing her to shake violently as her first orgasm of the night washed over her. Ellen immediately pulled her fingers out, licked them clean, and then straddled Amy's face. Amy looked up to see a pair of swollen pussy lips outlined in delicately trimmed red pubic hair. She immediately began licking and sucking, savoring the still familiar taste of her friend. When Ellen came, they lay together, kissing with undiminished passion and lightly running their fingers all over each other. Suddenly, Ellen jumped out of bed and ran to her closet. She reached into a box on the shelf and then turned around, proudly holding up a foot-long, double-headed blue dildo. "Yes, big blue!" Amy literally pumped her fist. "Lube that fucker up and get over here." Ellen grabbed a small body of lubricating oil and rubbed some over the toy. She knelt on the bed, legs apart, and gently shoved half the dildo into her, moaning as it easily slid in. Then, holding the other half steady with one hand, she maneuvered herself over Amy, who had lay back down and spread her legs wide. With one quick thrust, she filled Amy's cunt. "Oh fuck yes," Amy cried, wrapping her legs and arms about her friend. The two women began humping their pelvises together, their pussies so wet that the dildo made a soft squishing sound with every thrust. They pawed at each other's breasts, pinching and pulling nipples, biting ears, sucking tongues, completely lost in their shared sexual energy. "Let me fuck you," Ellen ordered Amy, who knew exactly what she intended. Amy relaxed her pussy as much as possible while Ellen tightened her vagina muscles, clenching the toy in her cunt so that she could work it in and out of Amy. Amy slid one hand down to her clit, desperately circling it with a finger, while her other plucked at first one and then other of her rock hard nipples. Suddenly, she wrapped her legs around Ellen's waist and held her fast against her body. Amy grabbed Ellen in a bear hug, pulling her close as an orgasm ripped through her. As soon as she had recovered, she summoned all her strength and flipped their still coupled bodies over so that she was now pinning Ellen to the mattress. "My turn," she said and began fucking Ellen as she had fucked Amy. It only took a minute before Ellen arched her body up, almost throwing Amy off as she came fast and hard. The two captains again collapsed next to each other and after several minutes of gentle kisses and soft stroking of bodies, slipped into a peaceful sleep. Hours later Amy got up to get a glass of water, and as soon as she returned to bed, Ellen rolled on top of her and began kissing her way down her friend's body, licking her friend to another, softer orgasm. When she was done, Amy of course returned the favor. The sun was high over the eastern horizon by the time the two women awoke, naked and a little sore but also extremely happy and satisfied. "Good morning," Ellen whispered to Amy, giving her a gentle kiss on the lips. "Same to you. God I feel great," Amy smiled warmly at her friend, then reached over and brushed a stray strand of red hair off Ellen's face. "You are so beautiful in the morning." "Thanks. Hey, how about some breakfast. I'll make coffee and cinnamon rolls." "Sounds great. But I'll come help," Amy said, rolling to get out of bed. "No, please, stay here. You're my guest. It won't take long and we'll have breakfast in bed." Ellen rose, pulled on a green silk robe and padded out of the room. Amy lay her head down and allowed herself to sink deep into a state of utter relaxation and bliss. It had been such a wonderful night. The ROTC Inspection Pt. 02 Unfortunately, a nagging little thought, a small kernel of guilt, one that had been almost imperceptible the evening before, had grown in strength overnight and she could not longer ignore it. So she just lay there considering what to do. A few minutes later, Ellen brought in coffee, warm cinnamon rolls and a plate of bacon. "Jesus that smells delicious," Amy said, pulling herself up into a sitting position. Ellen lay the tray on the bed between them, and the two women sat devouring their breakfast in the kind of comfortable silence that can only be shared by two people who are completely at ease with each other. "El, I have to tell you something, a confession, if you will," Amy said after they'd finished. She'd rolled over onto her stomach, her face turned toward her friend. "Oh my God, you're married!" Ellen laughed. "How could you?" "Very funny." "Okay, then you're a Russian spy. I've always felt there was something off about you." Amy lifted her head and glared at her friend. "Will you be serious please? I actually am feeling bad about this." "Okay, but give me one more guess. Let's see, could it be that you fucked the holy hell out of Cadet Jefferson yesterday?" Ellen smirked down at Amy, reveling in the shocked expression on her friend's face. "You bitch. You knew. How did you know?" Amy rolled over and sat up, looking incredulously at her friend, who had stood up to remove the breakfast tray. "I didn't know, but I suspected that it might happen. I was pretty sure Jefferson is gay, and although you may not have noticed, I definitely saw her checking you out repeatedly yesterday. Also, when you told me she dropped by, I wondered whether that was before or after you diddled yourself in my office." Amy sat there, shocked. "How the fuck..." "Oh please. When I got in, you were sound asleep and when I bent over to wake you, I could smell the pussy juice on your fingers. Don't worry; I don't think anyone else could." Amy stuck out her lower lip and gave her friend a hard stare. "Did you set this up? Here I am feeling incredibly guilty, especially after last night, and you knew all along, you conniving little slut." Ellen laughed hard then sat down next to Amy and took her face into her hands. "Don't be mad," she said, giving her friend a deep, lingering kiss. "Look, I didn't know you would sleep with her. It's just, I could see her attraction for you, and I figured if you were masturbating in my office, you had to be hornier than shit. So when you said you needed a ride, I decided to send her and see what happened." Amy furrowed her brows, attempted to give Ellen the evil eye, but then her face broke into a broad smile and she laughed. "I'm not mad, just surprised. But I really was feeling bad about it." "Don't. Jefferson will keep her mouth shut. She's a very smart woman. I've actually considered making a move on her ever since I discovered she was probably gay. But if I had, and I was wrong, there goes my whole career," Ellen said. "And before you say anything, no I would never have sent her with you if I thought it would risk your career either. Really, I thought she just might feel you out a little, and you could maybe advise me on how to approach her. I never thought you two would actually do the dirty. How did it happen, anyway?" Amy described Carey Jefferson's somewhat clumsy seduction attempt, and how Amy had seized the opportunity. "It really was fantastic. But how did you know she was gay?" "Oh, I ran into her at a restaurant one night. She was with another girl, and when I went over to say hi, Jefferson was so goddamn nervous I knew it was more than just two friends having dinner." Amy raised her arms above her, stretching out her body and thrusting out her breasts."Well, if you don't mind, I'm going to shower." "I don't mind, so long as you don't mind if I join you," Ellen replied, a gleam in her eye. "Of course not. The more, the merrier. Plus, it will save water." Although it turns out that if two women spend most of the shower finger fucking and making out, they really don't save any water at all, but neither Amy nor Ellen cared. After the shower, they dried each other offer and then returned to bed, where they spend the next hour making love. The two women spent the rest of the morning lounging around Ellen's house, talking and laughing and just enjoying each other's company. Around noon, they went out to lunch and then Ellen gave Amy a tour of the community and surrounding areas, and they did a little shopping. Amy found a very sexy crimson dress and matching ankle boots, and Ellen insisted that the outfit would not be complete without sexy crimson panties and bra as well. Amy even got some black fishnet stockings to go with it. "That will be perfect for tonight," Ellen said when they were back home and Amy was modeling the entire ensemble for her. "Why, what's tonight?" "Well, believe it or not, this town actually has a lesbian bar, although it doesn't really advertise itself that way. It's called Sasha's Place. I've been a couple of times but I don't go much, too afraid word will get back to Peterson. But I thought we might risk it tonight, if you like." "Sounds great. Ever get lucky there?" "Yeah, but not in the way you think. It turns out, my ex's secretary saw me there, that's why she put the moves on me." "Wait, I thought she was married?" asked a confused Amy. "She is. The place draws a mix of college students and faculty, plus the few open lesbians around. And then there are the housewives who drop by whenever their husbands are away and the straight but curious single girls out looking for a one-time adventure, or so they tell themselves." Amy could feel her pussy moistening at the thought of bringing home an attractive young housewife who'd never felt the pleasure of another woman's tongue before. Being bi herself, she found it easier to pick up straight women than some of her lesbian friends did. She understood both the attraction and the hesitation better. The two women spent the late afternoon napping, but not before making love again, this time using Ellen's strap-on. Amy wore it while she fucked Ellen hard while the redhead was bent over her couch, her long hair wrapped in Amy's hand. She pounded the long fake cock into Ellen while reaching around to fondle her clit. After Ellen came, she immediately dropped to her knees and, after licking the toy clean of her own juices, removed it and dove into Amy's sopping wet pussy until she came, screaming so loud that Ellen was sure her neighbors heard it. That evening, they dined at a local steak house, lingering over the food, gossiping about co-workers and talking about their future plans. Amy was a little surprised to hear that Ellen was considering leaving the military after she obtained her masters, but she recognized that her friend's skills and experience meant she could earn a lot of money in the private sector. Later, they drove to Sasha's, located just outside of town off a narrow county road. "It's a pretty low-key place. The owner is smart enough to not draw too much attention to her operation," Ellen said as she pulled into a poorly lit parking lot. It was a wide, low building with a awning over a set of double doors at one end. A few women gathered outside the door, smoking and laughing amongst themselves, but they hardly glanced at the two women as they entered. With the exception of the dance floor, located at the far end of the building, in front o a low stage, the place was dimly lit, with small electric candles providing just enough light on booths and tables to enable patrons to see each other without being able to make out the faces of those sitting around them. In this kind of community, the more anonymity Sasha's could offer, the more comfortable the clientele would feel. Ellen led Amy to a booth against the wall and they sat down. On the stage, a tall, thin woman with her head shaved except for a pink Mohawk was spinning records in a deejay's booth. The place was busy but not packed, and about twenty people were dancing to the techno-music blaring from speakers hidden in the shadows. "It's really not my kind of place, usually," Ellen said loudly, leaning toward Amy so she could be heard. "But at least it's dark and discrete, if a little loud." "Yeah, I feel like I'm nineteen again," Amy responded. She looked around the room. The figures seated around tables and booths were largely in shadow and hard to make out, but those on the dance floor and standing around the bar could be seen pretty plainly. There was an odd mix, Amy noted. More than a few very large women with cropped hair and tattoos, sporting leather jackets and boots, leaned against the bar. Some were in earnest conversation with each other while others were engaged in whispered discussions with other women sporting longer hair and revealing dresses or tops. Amy noted two middle-aged women, both with short, plain hair wearing jeans and nice blouses, dancing together. Amy wondered if they were professors out on a date. "Because it's kind of dark, the wait staff doesn't always see you right away," Ellen said. "I'll go get us a couple of drinks." "Thanks," Amy said, almost shouting to be heard over a particularly loud song. "I'll have a scotch and soda." A few minutes later, Ellen came back and the two women sat sipping drinks and watching the wide diversity of women going to and from the bar. Suddenly Amy glimpsed a familiar face on the dance floor, although she couldn't quite place the tall, very attractive blonde, who was gyrating wildly with a muscular Hispanic woman with very short, spiked black hair. "She looks familiar," Amy said, nodding toward the couple with her head. Ellen turned and looked, and then whipped back around, panic on her face. "Shit," she said loudly just as the song ended, so that several patrons at the bar turned and looked across the room toward their booth. "What's the matter," Amy said anxiously. "That's Lynne Parsons," Ellen said, tension evident on her face. "You met her. She's the XO of the cadet battalion. The other woman looks familiar, but I can't place her." Suddenly Amy remembered Parsons. She had thought her extremely attractive, but had also written her off as very likely a prudish, frigid religious type. She apparently could not have been more wrong. "Sorry, but I think we should leave. This was a bad idea," Ellen said, grapping her purse and moving to leave. But she never got the chance. "Capt. King? Is that you?" a bright chirpy voice cut through the low tones of the slow ballad now drifting through the speakers. "I thought I saw you walking to the bar. Oh, hi Capt. Connors, good to see you again." Lynne Parsons had her long blonde hair braided into two pigtails and she wore a tight black button up blouse which was unbuttoned halfway. A sheer, lacy bra was clearly visible beneath it. The blouse was tucked into a denim mini-skirt and, like Amy, she was wearing black fishnet stockings, only hers were tucked into knee-high stiletto leather boots. "Oh for God's sake, Maria," Parsons said, turning to her dance partner, who was lingering a few feet away. "There's no reason to be nervous. We're all in the same lesbo bar, so there's no reason to try and hide." She grabbed the woman, who was in her late 30s and clearly nervous, and pulled her over to where Amy and Ellen were seated. "Maria, this is Capt. King and Capt. Connors. Capt. King is one of our ROTC officers, and Capt. Connors is here doing an inspection visit." "Nice to meet you," the woman mumbled in a deep voice. Her voice and the faint trace of a Spanish accent suddenly placed her in Ellen's mind, although she didn't reveal that she knew the woman. "Pleased to meet you," Amy said, holding out her hand. "Oh," Lynne exclaimed suddenly. "I love this song. Capt. Connors, would you like to dance," She reached out and almost yanked Amy out of the booth and, hand in hand, the two walked toward the dance floor, Amy looking back over her shoulder at Ellen with a what-the-hell-do-I-do look on her face. Ellen could only shrug. She looked up at Lynne's date, still standing next to their booth. She was dressed in black leather pants and a deep purple spaghetti-strap tank top. Half-sleeve tattoos ran up both arms. One of them, Ellen noted, incorporated the Marine Corps' logo. "You might as well sit down, Sergeant Flores," Ellen told her, nodding to the booth Amy had just vacated. "We might as well make the best of this. "Well, there goes my hope of not being recognized," Flores sighed. "So now what?" "Nothing, we just enjoy the evening. I'm busted in a gay bar with another officer, and you're caught red handed dancing with one of my cadets. The way I see it, we're both fucked if we don't keep our mouths shut. So we might as well just go with the flow." Ellen looked over at Maria Flores, who was one of Marine sergeants assigned to the Navy's ROTC program. She wondered how she knew Lynne Parsons, whom Ellen would never in a million years expected to find at a gay bar. She liked what she saw. Maria had a firm, angular face with deep brown eyes and a lush pair of lips. Her breasts were tiny and Ellen noted she hadn't even bothered to wear a bra. But her arms were muscular and while she hadn't gotten a good look, she guessed her ass was tight and hard as a rock. "We've actually got drinks and our purses at another table. Maybe I should just head over there," Flores said. "I think we're stuck with each other, if that's any indication," Ellen said, looking out at the dance floor, where Amy and Lynne were swaying to the music, looking into each other's eyes and smiling. The young blonde had both her arms wrapped around Amy's neck, whose own hands were gripping the cadet's hips. "I think she wants to fuck your friend," Maria said. "And if I know Lynne, she will, too." "Well, I wouldn't expect Capt. Connors - her name is Amy by the way - to put up much resistance. She likes firm young things of either gender." Out on the dance floor, the music stopped and Lynne pulled herself closer into Amy, looking up into the older woman's eyes. "I really had you pegged completely wrong, cadet," Amy said, gazing back into Lynne's twinkling green eyes. "It's Lynne. And let me guess, you thought I was some good girl who was all into Jesus and celibacy and shit, right? I give off that vibe, which makes it easier to get away with being bad." She threw back he head and laughed, and Amy couldn't help but join in. "You can call me Amy, and yeah, that's exactly what I thought. I'll admit, I also thought it was a damn shame, because you look like you would be a lot of fun. "Oh I can be. But I take my responsibilities seriously. I just like to party hard when I party," Amy said. The deejay began another slow song and the two women began to sway slowly to the music, holding each other close. Lynne leaned into Amy's body, her cheeks resting against the top of Amy's breasts and let her fingers trace delicate little circles on the back of the older woman's neck. Amy's pussy was now officially on fire and she moved her hands down to fondle the coed's firm ass, but resisted the urge to slide them up under her skirt. Looking up, she saw that Ellen and Maria had joined them and Amy caught Ellen's eye, afraid she might see anger or jealousy reflected there. But Ellen just gave her a playful smile and then turned and gave Maria a light kiss on the lips, which the Hispanic woman returned with greater force. Amy put a finger beneath Lynne's chin and gently tilted the young woman's face up to hers, then covered her mouth with her own, flicking her tongue between Lynne's open lips. Lynne slid a hand down and cupped one of Amy's breasts, gently squeezing it as they kissed. When the song ended, the four women turned and headed off the dance floor. "Maria, can you grab our stuff. Let's join the captains at their table." "You know, I need to hit the ladies room," Amy said, giving Ellen a look. "I'll join you," she said, as Lynne smiled at them knowingly and headed for the booth. Once in the restroom, Amy pushed Ellen against the wall and, ignoring two other women washing their hands, gave her friend a deep passionate kiss, as if to reassure her that she was not being abandoned for the younger woman. When they pulled apart, Amy asked, "How do you want to play this?" Ellen watched the other two women leave, sniggering to themselves, and then looked back at Amy. "The way I see it, there's no real risk here. I mean, we all have a lot to lose if we don't keep our mouths shut. I honestly didn't plan on picking anyone up when I brought you here. I just figured we'd want to get out of the house, have a few drinks. But I'm willing to go for it if you are." "You're not worried about Maria? What does she have to lose?" Amy asked. "Lots. She's a Marine sergeant assigned to their ROTC unit. She rats us out, she has to admit to being in a gay bar with a student cadet. Plus, I find her incredibly hot, don't you?" "Fuck yes, they both are. I say we blow this joint and head back to your place, if you're cool with it." Ellen hesitated for only a second. "Yeah, lets. If this works out, I'll be able to add two more to my little group of fuck buddies, three if I can get Jefferson as well." The two women headed out the restroom and strode over to the table. Lynne and Maria were sitting there, but both stood up as they saw the two officers approaching. "Would you ladies like to take this party back to my place?" she asked them. "Sounds wonderful, Captain," Lynne said. "You might as well call me Ellen tonight," Ellen said, leaning in to whisper in Lynne's ear, "since I'm going to be fucking you very soon." The blonde cadet smiled broadly and, taking Ellen's hand firmly in her own, turned and headed for the door. Maria and Amy rode together, following Ellen's red corvette as it wove through the streets. At the first stoplight, they could clearly see as the two women in the car ahead bend their heads together and kiss. Amy took the initiative and moved her hand to the sergeant's pants, rubbing her pussy through her tight leather pants and leaning over to lick the Hispanic woman's neck. "Dios mia, but I'm going to go to town on some officer pussy tonight," she whispered, letting her hand run up Amy's stocking-clad thigh and pressing her finger into the soaking wet pair of new crimson panties. "Damn right you are, sergeant, and that's a fucking order," Amy growled. By the time they got to Ellen's house, Amy wasn't sure if she could even wait to get inside before pulling Maria's top down and sucking one of her long, thin nipples into her mouth. Ellen parked in the garage and left the door leading into the kitchen open so that Maria and Amy could follow them in. As soon as Amy, bringing up the rear, stepped into the door, she saw Ellen and Lynne locked in a passionate embrace with Ellen's hand obviously already buried in the coed's cunt. She would have kept staring, mesmerized at the scene had Maria not shoved her against a wall. The sergeant pinned Amy's arms and kissed her hard, pressing her body against Amy's. Amy pushed her head forward and returned the kiss, sucking Maria's tongue into her mouth and biting softly on her lip. Maria released her hands and began pulling Amy's new crimson dress up so that she could finger her superior officer, but Amy pushed her away. "Hold on, this is brand new and I don't want it torn," she gasped, then unzipped the dress and let it fall to the floor. She stepped out of it, grabbed the Marine's hand and began pulling her to the bedroom. They moved past Lynne, who had hopped up on a kitchen counter and spread her legs so that Ellen could bend over and attack her pussy with her fingers and tongue. The coed was moaning wildly and pushing Ellen's face into her wetness. The ROTC Inspection Pt. 02 Once in the bedroom, Maria pushed Amy to the bed, then pulled off her top and peeled off the leather pants, revealing a completely shaved pussy. She climbed on top of Amy and sucked a nipple into her mouth. One hand began to rub against Amy's swollen pussy lips while the other tweaked Amy's other nipple. In her hyper-excited state, Amy came almost immediately, moaning loudly and trembling all over. She sat up and pushed Maria back onto the bed so that her legs hung over the side. Amy knelt between them and began to kiss and lick around her partner's cunt, savoring the taste of a new pussy, an experience she loved. It didn't take long for Maria's body to violently spasm as her first orgasm exploded, and Amy was licking the juices flowing from her when she felt the bed lurch. Looking up, she was that Ellen and Lynne had tumbled naked onto the other side. Lynne, who'd cum in the kitchen, quickly moved her mouth to Ellen's pussy. She was less experienced than the older women, but what she lacked in skill she made up for in enthusiasm. Her long tongue lapped up Ellen's juices then slid between her lips and then began circling her clit. Lynne stuck first one finger and then two into Ellen and began stroking her while continuing to suck and lick. Ellen gave a loud gasp and shuddered, the last of the four to experience an orgasm. The four of them lay there, arms and legs entwined, occasionally reaching out to kiss, lick or stroke whoever was closest. Then Ellen got up and retrieved her strap-on from the closet. "Parsons, get your ass over here," she commanded, standing at the foot of the bed. The college girl, a slightly stunned look on her face as she took in her commanding officer sporting an eight-inch flesh colored cock, promptly complied, lying in front of Ellen with her legs spread. Ellen grabbed her ankles and pulled her to the edge of the bed, then lifter the coed's legs to her shoulders and with one swift powerful thrust, shoved the toy into the blonde's wet pussy. The redhead was gripping Lynne's firm thighs with her hands as she slowly fucked her with the dildo. Maria opted to take advantage of Lynne's immobility and straddled her face, lowering her glistening pussy down to the cadet's mouth. Lynne immediately began to lick and suck. Amy stood behind Ellen, her hands squeezing her friend's tits and pulling and pinching her nipples. "Fuck the little bitch," she lewdly whispered in Ellen's ear. "She's an uppity little cunt cadet, show her who's boss. Ream that fucking pussy." The words drove Ellen into a frenzy; she began hammering into the young woman, reveling in the site of Lynne's lovely tits violently shaking with each thrust. They could hear Lynne moaning into Maria's pussy, and Amy began to lick and bite Ellen's neck as she played with her breasts. As Ellen's thrusts became more forceful, Lynne increased the speed and pressure of her licking and soon, Maria threw back her head and moaned, releasing a stream of cum into Lynne's mouth. It was the final straw, her body tensed as her own orgasm washed through her. Amy stripped the toy from Ellen and then threw her friend down. She immediately assumed the sixty-nine position and soon, sergeant and cadet were treated to the vision of two naked, lustful Air Force captains eating each other's pussies with wild abandon. It wasn't long before the two officers came, each lapping away at the juices flowing from the other. For the next ninety minutes, the four women continued their bacchanalian gathering. At one point, Ellen and Amy sat lotus style facing each other, each pierced by big blue, Ellen's double-headed dildo, while Lynne pushed the device back and forth, fucking both captains at the same time. Maria knelt behind the coed, fondling her tits and playing with her clit. By the time Lynne and Maria dressed and departed, all four had cum multiple times, and Lynne, Ellen and Maria had decided that since they'd already violated multiple Air Force and Marine Corps regulations, they might as well do so again. That night, Ellen and Amy slept the sleep of the dead and the next morning, piled into Ellen's corvette for the hour long drive to the closest airport. Along the way, they talked joked and gossiped and enjoyed each other's company. At the airport, Ellen pulled over to the curb, and both women got out. Amy retrieved her luggage and looked at her friend fondly. "Thanks for everything El. It was so wonderful, and not just the sex, just being together again." Ellen gave her a warm hug. "Hey, we're not going to go so long again, remember. I'm coming to see you this summer, like it or not, okay? And you are always welcome here." Amy looked up at her and smiled. "Oh don't worry about that. I think this particular ROTC unit is going to need a lot of follow-up inspections." The ROTC Inspection Pt. 03 NOTE: All characters engaging in sexual relations are over the age of 18. As with previous chapters of this story, my apologies in advance for any errors in military procedures or protocols. If you enjoy, please vote for this story. Thank you. ***** Capt. Ellen King wasn't quite sure what to make of the text she'd just received from Marine Sgt. Maria Flores. The first part was clear; it was the address at which she was to meet Flores at noon. It was a location unfamiliar to Ellen, but just off campus and therefore more convenient than either of their homes for the lunchtime rendezvous. The two weren't meeting for lunch but so that Ellen could make good on the bet she lost to Maria that morning. Ellen, however, was certain that paying off the bet meant eating something, just not food. It was the second line of the text that really puzzled her. It read: bring one of your special cadets if you can! She knew who Maria was referring to, of course. Cadet Parsons or Cadet Jefferson, both of whom were enrolled in the Air Force ROTC unit to which King was assigned, and with whom both King and Flores had been having torrid sexual encounters whenever and wherever they could over the past several months. But never at the address listed, as far as Ellen could recall and she wondered who lived there. She also couldn't figure out why she needed to bring a cadet, since the bet only involved her and Sgt. Flores. Not that she was opposed to the idea of a lunchtime threesome in theory, if that's what Maria had in mind. But her busy schedule made that pretty much impossible. She had a morning class for her master's program, an afternoon meeting with her thesis advisor, and in-between barely enough time to finish a report for her boss, Lt. Col. Peterson, that was due by 1700 hours, or 5 p.m. in civilian speak. That morning, she had been out for her morning jog on the still dark streets around campus when she'd spied a familiar figure come around a corner a block ahead. She had picked up her pace and caught up with the pretty Hispanic Marine, and they had decided to finish their runs together. As they approached the agreed-upon completion point, Maria had suggested a race to the finish, with the loser providing a lunchtime treat for the winner. Ellen had agreed both because she thought she could win and because losing most likely meant going down on Maria, and Ellen was always up for that anyway. She also reasoned that Maria would probably return the favor; she wasn't the sort to leave a girl hanging. As it was almost noon, she pushed back her office chair and wandered down the hallway, checking to see if either of the students in question was around. It being a Friday, she doubted it, especially since there were no formal cadet activities planned. However, she got lucky. Carey Jefferson was lounging on a couch in the cadet study room. She was wearing shorts and a sleeveless button-up blue blouse with sandals, looking the very picture of the relaxed college coed. She glanced at her captain as she appeared in the doorway and smiled. "Hi captain, what's up?" "Hi Jefferson," Ellen said. Even though they were regularly going down on each other, they never called each other by anything less formal than rank or last name, so that they would never inadvertently address the other in an inappropriate manner. They were very conscious how much damage a slip of the tongue could do. "What are you doing for lunch, cadet?" Ellen asked. "I didn't have any plans, ma'am. Just grab something over at the union, I guess." "In that case, come with me. I need you to do me and Sgt. Flores a favor," Ellen said. "And go ahead and bring your books. I'm not sure how long this will take." "Yes, ma'am," Carey said, looking intrigued. She didn't ask any questions, but inwardly hoped she was about to get lucky. She had a strong libido, even for a 21-year-old college student. Less than 10 minutes later, the two women pulled up outside an upscale condo complex just off campus. They could have walked, but driving took less time, and Ellen figured she might need every minute she could get. "Who lives here, ma'am," Carey asked. She knew it wasn't Ellen or Maria, since she had spent nights in both their beds over the past couple of months. "I'm not sure," Ellen replied. "But this is the address Flores sent me. It's the upstairs one on the corner." They mounted a set of concrete steps and Ellen knocked on the door. The door was opened almost immediately by Maria Flores wearing camouflage pants, an olive-green USMC t-shirt and boots. She smiled at the two women. "Hey captain, glad you could make it. And thanks for bringing Jefferson along." "Happy to be here, I guess," Ellen said grinning. She stepped through the door, followed by Carey, and Maria closed the door behind them. Only then did Ellen step toward the marine and give her a very affectionate kiss. "Hey, what about me, ma'ams," Carey protested once they pulled apart. "Sorry Jefferson," Flores said and pulled the pretty African-American cadet to her and pushed her tongue into her mouth. "By the way, what is Jefferson doing here?" Ellen asked. "Oh, well, as to that, I'd like you to meet Midshipman Tina Walker. This is her place and since she was willing to let us use it, I thought perhaps we might make it a double date, so to speak," Maria said. A tall, thin girl with short, strawberry blonde hair in a pixie cut stepped forward, smiled and extended her hand. Walker was wiry but muscular, and Ellen thought she was pretty in a homely, girl-next-door kind of way, although Walker had not been blessed with much in the way of a bosom. Her tits were the type sometimes rudely referred to as mosquito-bite breasts. She was wearing Daisy Duke shorts and a white tank top with no bra. Her long-thin nipples were erect and very noticeable. Ellen and then Carey shook her hand, but both must have looked a little confused as the midshipman blushed, turning a deep red under the sprinkling of freckles covering her face. "I'm sorry, I thought... I supposed that you all had discussed this and..." Her voice trailed off and she stepped back, casting a quick glance at her sergeant. "I'm lost," Carey said. "What should have been discussed? "Here's the deal, Jefferson," Ellen said. "This morning, I lost a bet to Sgt. Flores and now I'm here to pay up and I think she is hoping that you can entertain Midshipman Walker while I take care of the sergeant." "So I'm like her payment for letting you two use this place?" The room was suddenly tense, and Tina, still blushing, stepped forward again. "No, no, not at all. Really, it wasn't meant like that at all. When Sarge told me about her rendezvous with your captain, she mentioned that she'd hooked up with a couple of cadets, and I just thought, well, that it would be cool to meet some other students like me." "So you and the sergeant..." Carey inquired. "Um, yeah, a few times." Ellen wondered if Tina was going to faint as her face had grown a shade of red usually seen only on the ripest tomatoes. Carey drew in a deep breath and turned to Ellen and Maria. "You know Sergeant, Captain, I might be a little ticked about this arrangement if she weren't so darn cute," she said, then smiled and cast a friendly glance at Tina. "But since you are, I'm think maybe we should head back to your bedroom and leave these two to whatever it is they have to do." Tina face split into a broad smile and Carey by the hand. "It's just down here." "Oh, and Sarge," Carey called back over her shoulder as the midshipman led her down the hall, "Please don't do any permanent damage to the captain. A couple of us kind of like her." "Thanks, Jefferson," Ellen called after her. "Oh, don't worry, Captain," Maria said, sideling up to her and cupping her ass with one hand. "I think we both know what kind of treat I'm wanting." Ellen gave her a sexy grin. "That's what I figured. In fact, that's why I let you win." Maria gave a bark of laughter then moved over to the couch. She pulled off her boots and removed her pants and underwear. Sitting down, she spread her legs and coyly curled a finger at Ellen. "Come on slowpoke," she said. "And this time, definitely take your time." Ellen slowly stepped toward the sergeant, her mouth started to actually water at the site of the bare and glistening slit between Maria's legs. She knelt before the sexy marine and leaned forward, delicately running the tip of her tongue along Maria's swollen labia. She repeated the act several times before forcing just the tip deeper into the fold's of Maria's sex, eliciting a soft moan from her. "Oh yeah, that's so nice," she whispered. "Just take it nice and slow, so I can really relish this." Maria was determined to make her treat last as long as possible. She loved the site of the beautiful Air Force captain, still in full uniform, on her knees worshiping at her cunt. Since being posted to the Naval ROTC unit at the university, she'd had a number of lovers including at least a dozen students, three professors and an associate dean. And that didn't include Ellen or the three cadets she was regularly bedding. But it was Ellen who was her favorite. There was just something about a commissioned officer licking her non-com pussy that thrilled Maria no end. Ellen, on the other hand, was determined to use all of her vast experience and skill to get Maria off as quickly as possible. Of course she had to start slow, but she had no intention of maintaining that pace. She only had so much time and she needed Maria to get off so she, or one of the two coeds down the hall, would have time to get her off. She had been horny all morning. It started in her post-run shower, when she had begun to fantasize about giving Maria her treat. She had leaned against the tiled wall, eased back the water pressure and adjusted the hand-held shower head to massage. Then she let the water gently pound on her pussy, up and down the labia and then on the clit whiles with her other hand she tweaked first one nipple than the other. It took just a few minutes before a nice, gentle orgasm washed up her body and she slowly slid down the wall, resting for a few minutes before finishing her shower. But for Ellen King, masturbation was like Chinese food; her arousal always returned in spades, and such was the case this morning. It wasn't helped by her having Prof. Carter's class at 10 a.m. Dennis Carter looked like he could be George Clooney's long-lost younger brother. He had short, well-groomed dark hair, broad shoulders, and shiny white teeth and was always dressed impeccably. On more than one occasion, Ellen had given serious thought to a seduction attempt, but didn't want to jeopardize getting her master's degree. Her arousal was boosted even more by having Nina Earhardt sitting next to her in class. Nina was the only undergraduate in the class, a six-foot-tall Amazon goddess with long, straight raven-black hair, a nose ring and half-sleeve tattoos running up both arms from her elbows to her shoulders. She was a fifth-year senior on the university's volleyball team who was getting a head start on her graduate degree and had an ass that Ellen was certain was as hard as reinforced steel. One day, she'd worn her tight volleyball shorts to class and Ellen almost creamed herself. Ellen had barely been able to focus on the morning's lecture, since she kept picturing herself in a threesome with Nina and Dennis at various locations across campus: the 50-yard line on the football field, the faculty lounge in the union, the sauna at the student gym and, most bizarrely, among the dusty stacks of books in the library's basement. On the walk back to her office, she was convinced her pussy was leaving a trail of drops as she traversed campus. Once in her office, she thought about getting herself off again, but disciplined herself into working on Col. Peterson's report, counting on Maria's talented tongue to ease her need come noon. Now that she was finally with Maria, she was determined not to let the opportunity go to waste. She increased the pace of her licking, ignoring her partner's protests, and began using her fingers, lips and tongue in an all-out effort to get Maria off. Maria fought her urge and even tried to pull back a little to buy herself more time, but Ellen was too determined and eventually, and with time to spare, the marine's body bucked and her increasingly tense muscles convulsed as the orgasm finally hit. "Oh fuck yes," she cried out, legs clamping down on Ellen's head. About fucking time, Ellen thought. She stood and looked down at the satisfied Latina. "My turn, right?" "Oh, I don't know," Maria purred softly, giving Ellen a soft smile. "You lost, remember. I don't owe you shit, Captain." Ellen rolled her eyes and cocked her head at Maria. "Oh come on, you wouldn't really do that, would you? I'm horny as fuck." "I'm just messing with you. Go ahead and shed that skirt." Ellen sighed in relief and had just reached back to undo the zipper when her cell phone rang. Shit, she thought, looking at the screen. "It's my boss. Hold on." She answered and listened, then said, "that's fine, sir, it's not a problem," and then, after a pause, "Not at all, sir, I can definitely have it to you by fifteen-hundred hours...yes sir...goodbye sir." "Fuck," she exclaimed after she hung up. "Peterson needs my report two hours early. Shit, shit, shit." Maria looked sympathetically at her lover. "I'm so sorry Captain. I can make it as quick as possible." "No, I've got to get going. I better go tell Jefferson." She shook her head, cursing the unfairness of life at times. Ellen adjusted her uniform and headed down the hall. Maria, naked from the waist down, followed her. When they got to Tina's room, they could hear the sounds of sex coming through the door. Ellen opened it without knocking and stuck her head in. Carey and Tina were lying naked on the bed, their bodies entwined, their mouths pressed hard against each other. Carey had her hand between the midshipman's legs, clearly fingering her cunt while Tina was mauling the Air Force cadet's breasts. The contrast between her creamy white skin and Carey's rich mahogany flesh was striking and incredibly erotic to Ellen. She had to fight the urge to tear off her clothes and join them. Tina noticed her first and broke their kiss, turning to look at the door. "Hey Captain. Why don't you get out of that uniform and join us? You too, Sarge." "God, I wish I could," Ellen said, "But I've got to go. I'm assuming you're staying, cadet?" "If that's alright with you Ma'am," she said, running a finger around one of Tina's long, stiff nipples. Maria gently squeezed passed Ellen and stepped toward the bed. She pulled off her t-shirt and shed her bra. "Wait, you're staying," Ellen asked incredulously. "Yeah, I'm off this afternoon, and there's no way I'm skipping this," Maria said. Ellen just shook her head, unable to believe her luck today. "I'll lock the door on my way out. Have fun," she said, not quite able to hide the jealousy in her voice. She raced back to her office, knowing she needed to focus like a laser on her report in order to get it done in time. The colonel was flying to Washington this afternoon and he wanted her to email him a finished version well before he boarded the plane, which would be sometime around 16:00 hours. Since she had a meeting with her thesis advisor an hour earlier, she needed to get it done ASAP. So she somehow manage to push the images of Carey, Tina and Maria lying next to each other, their fingers and mouths roaming all over their soft, tender bodies, from her mind. Less than two hours later, she leaned back in her chair, having just emailed a copy of the report to Col. Peterson and a backup to his civilian assistant, Christine Dowd. She glanced at the clock on the screen and saw she had about 15 minutes before she had to meet Prof. Hallowell. She stood, stretched her arms above her head, and checked her briefcase to make sure she had everything she needed for her meeting. Shouldering her bag, she shut down the computer and headed down the hall toward Peterson's office and the elevators. She decided to give Christine, who everyone called Chrissy, a head's up that the report had been sent in case Peterson had any problems accessing it. But when she got to her desk, the woman was nowhere in sight; a sign taped to her monitor said she would be back in 10 minutes but did not say when she had left. Ellen decided not to wait; opting to leave a note and call her once she got to Hallowell's office to make sure she'd seen it. She pulled a ballpoint from a coffee cup adorned with a picture of Chrissy's husband and twin 10-year-old boys. She was just about to put pen to paper when she heard a thump from Peterson's office, followed by giggling. She frowned and looked over at his closed door. She guessed one or more cadets had taken advantage of Dowd's absence to sneak into his office. They were either pulling some sort of prank or rifling through his files, maybe looking for test answers. She quietly stepped to the door and tried the handle. It was locked, but as she stood there, she could definitely hear voices. She stepped back to Chrissy's drawer and pulled out the spare keys she knew were kept there, and as silently as she could, unlocked the door, gently pushed it open and stealthily stepped inside. She couldn't believe her eyes. Sitting on the colonel's leather couch were Chrissy and Lynne Parsons, the cadet corps' executive officer and the second of Ellen's 'special' cadets. Chrissy's long, floral patterned peasant skirt was pushed up to her waist and her mint-green blouse was unbuttoned. Her front-hook bra was undone and two large luscious mounds of pink flesh spilled out into Lynne Parson's waiting and eager hands. All of the cadet's clothing as well as Chrissy's panties were lying on the floor by the couch. The pretty blonde student was squeezing tits while Chrissy's arms roamed up and down the sexy coed's body. The two women were so completely lost in their lustful makeout session that Ellen probably could have stood there for minutes watching them without either noticing. "Good afternoon ladies," she said in a soft, calm voice, hoping not to freak Chrissy out too much. Lynne she knew wouldn't be the least bit panicked; just a little perturbed that her fun had been interrupted. Soft voice or no, though, Chrissy immediately threw herself back from the young woman she had just been groping and desperately tried to cover up. She jumped t o her feet, looking terrified at Ellen. "Oh God, Captain, I'm so sorry, it's just...oh God," she gasped. "I don't know what to say. Please, I'm so sorry. Please don't tell the Colonel." Ellen had intended to play at being the hard-ass, just for fun, but upon seeing Chrissy's distress realized she couldn't do it. Instead, she stepped up to the woman and took her hand. "It's okay, Chrissy, it's okay. Just breathe deeply." She looked into the secretary's eyes, smiling gently down at the shorter woman, who just stared back at her, unable to speak. "Yeah, Chrissy, just relax," Lynne said, standing and walking over to them. "Captain King isn't going to tell the Colonel, are you?" She turned to Ellen, and then leaned in and kissed her, slipping her tongue into Ellen's mouth. Ellen returned the kiss with equal fervor, wrapping an arm around Lynne and slipping her other hand into the student's wet pussy, causing her to moan softly. "What...what the hell?" Chrissy stuttered, her already strained mind struggling mightily to comprehend what she was seeing. Ellen broke the kiss and turned back to Chrissy. "It's a long story, but why don't you tell me first how long this has been going on?" The ROTC Inspection Pt. 03 "Just a few weeks," chimed in Lynne. "We were at Sasha's place one night." "Not together, no," Chrissy interjected quickly. "I was there with my cousin. She's gay, I'm not." "Then why were you there," Ellen asked, although she knew the answer. As the county's only lesbian bar, Sasha's attracted a lot of straight but curious women, and she guessed that would be Chrissy's story. "Well, I don't know, I turned 40 a couple of months ago and Yvonne, my cousin, has always badgered me into being with a woman at least once, just to try it. And I guess I just figured, well, it couldn't hurt to see the place," Chrissy said. She had calmed down considerably, realizing that if Capt. King and Cadet Parsons were an item, she was probably not going to be in any trouble. "And I was there with a couple of friends - not cadets, girls I know from a sorority - and I saw her," Lynne said. "I would have walked over to her, but she left before I could. She'd seen me and gotten scared." Chrissy nodded in agreement. "I saw her and immediately freaked. I forced my cousin to take me home then and there. I had hoped Lynne hadn't notice me, but it turned out I was wrong." "I see," Ellen said, nodding sagely and looking at Chrissy. "Let me guess. She waited till you were alone, maybe a few days later, and then confronted you, talked you into giving it a shot?" Chrissy smiled. The events of that day and night were burned into her memory in like an ultra high-def movie complete with stereo surround-sound. She had just stepped into the supply room down the hall and was reaching up to get something off the top shelf in the back when she heard the door close and a soft voice whispered, "Hi Chrissy." She'd turned around and there was Cadet Parsons, in full uniform, her long, blonde hair pulled up into a bun, smiling at her. Chrissy's face burned with embarrassment and her mouth was as dry as a drought-stricken desert. She knew, even before Lynne said a word, why the young woman was standing there, and she went weak at the knees while knots formed in her stomach. "Lynne, I'd really prefer if you opened the door," she said, her voice low and unsteady. "Are you sure, Chrissy? Because I just wanted to ask you about the other night, when we were both as Sasha's. I was just wondering why you left so quickly. I was hoping for a dance." Lynne spoke slowly, in a soft, seductive voice and as she did so, she approached the older woman with a confident gleam in her eyes. Chrissy was at a loss; she didn't know what to do. More importantly, she wasn't sure what she wanted Lynne to do, but she could not deny the warmth growing between her legs. "I was just there with my cousin. We were having a beer, that's all," she said, trying and failing to sound sure of herself. "Really? Because I watched you for a while before you saw me. It looked to me like your cousin kept pointing out women for you to check out, like you were trying to pick one to go home with," Lynne whispered in a husky voice. "I was sad that you left because I wanted you to pick me." By now, the girl was directly in front of Chrissy, just inches separating them. The married mother of two just stood there, staring into Lynne's green eyes. Part of her was trying desperately to find a way to extricate her from the situation, but another part was praying that this sexy young woman would take the initiative and kiss her, which is exactly what happened. When Lynne's lips met Chrissy's, all she could think about was how soft and luxurious they felt, so warm and welcoming. She willingly opened her lips to invite Lynne's tongue in, sliding her own against the coed's as she did so. She leaned into the cadet, pressing her mouth harder against Lynne's, feeling the young woman's arms encircle her waist, pulling their bodies close, their breasts pressing together. They stood like that for a minute, gently kissing, neither speaking until Lynne, cupping one of Chrissy's breasts in her hand, broke the kiss and leaned in to whisper into her ear. "I'm going to leave my address on your desk. If you want to continue this, come as soon as you can. I'll be heading home shortly." Then she turned and exited, checking first to make sure no one saw her leave. Chrissy leaned back against the shelves, her head swimming, her pussy drenched and her whole body tingling with excitement. After about a minute, she left the room and headed to her desk. There, on a yellow sticky pad, written in neat, precise handwriting, was an address. She picked it up and put it in her pocket, trying not to look at the picture of her husband and children on the cup. She felt a little guilty, but could not resist the fire Lynne had ignited in her. She stepped into Col. Peterson's office and told him she wasn't feeling well, and would be going home early. Then she called her husband and explained that she was going out with some of the girls for wine and would be home late. Ten minutes later, she pulled into the parking lot of Lynne Parson's apartment complex. She sat in her car for a minute, taking deep breaths and trying to calm her nerves. Finally, she checked her hair and makeup in the mirror, emerged from the car and walked to the cadet's second floor apartment. Lynne opened the door, still in uniform but with her long hair hanging free, and smiled when she saw her visitor. Chrissy smiled shyly back and then stepped over the threshold. As soon as the door was closed, the young blonde shoved her against the wall and kissed her, sucking her lip into Lynne's mouth and giving it a gentle bite. Chrissy responded in kind, any hesitation or remorse she might have felt shed the second Lynne's lips touched hers. After a few moments, Lynne pulled Chrissy by the wrist into her bedroom and stood her against the bed. She first freed Chrissy's long curly brown hair from its clip, and then unbuttoned her blue dress, pulling it off the secretary's shoulders and sinking to her knees as it fell. She pulled down Chrissy's panties, which were soaking wet, while Chrissy unhooked and tossed aside her bra. Lynne gently pushed Chrissy to a sitting position on the bed, and then spread her legs. Chrissy felt very self-conscious, sitting there naked before this beautiful, young college coed. Her husband always assured her she looked fantastic, and she did take several yoga and Pilates classes every week. But at her age, large breasts began to sag and her fondness for beer and rich foods had given her a little padding around the middle. Of greater concern as Lynne knelt before her was her abundant pubic hair - she occasionally trimmed it but it was far bushier than she knew most women wore it these days - and the gray hairs that, like weeds in an untended garden, were gradually overwhelming their dark brown counterparts. Lynne gently ran two fingers through the thick mass of wiry hair and then softly pried open Chrissy's pussy lips. She extended her long, pink tongue and gently ran it up the length of the opening, an act that elicited a soft sigh from Col. Peterson's secretary. The young blonde then began to slowly pleasure Chrissy in ways she was sure the older woman had never before experienced. Her pace increased and she began to lick first around, then on Chrissy's engorged clit. She worked one finger and then two into her new lover, coordinating the efforts of her digits with those of her tongue and lips. In only a few minutes, Chrissy's body convulsed and she arched her back as a powerful orgasm pulsated through her. Smiling, the Air Force cadet rose and slowly, seductively removed her uniform, Chrissy's eyes locked on her body, taking in every move she made. When finally naked, she crawled into bed and the two women positioned themselves side-by-side facing each other. They began to kiss and stroke each other. For the next several hours, Chrissy experienced half a dozen orgasms and managed to give Lynne almost as many, despite her inexperience. She marveled at how soft yet how forceful a woman's touch could be, how much more deftly a woman's tongue could caress a pussy, how wonderful a woman's sex smelled and tasted. She and Lynne went down on each other twice each and fingered each other to orgasms, then licked their fingers clean, Chrissy giggling as she did so. She loved kissing the younger woman, so much more delicate and yet more passionate than with her husband, or any other man. She realized she still loved and desired her husband, yet by the time she left, giving Lynne a last deep, wet kiss, she also knew that this was something she would do again. And she did, several times over the next few weeks, twice just with Lynne and once with Lynne and Carey Jefferson. The touch of a finger delicately circling her nipple brought her back to the present, and she looked up at Ellen, who had been unable to resist Chrissy's massive breasts. Ellen gave her a questioning look. "Yes," she replied in answer to Ellen's inquiry about how her relationship with Lynne started. "That's pretty much how it started. She can be very persuasive." "Don't I know it," Ellen said, still playing with Chrissy's tit. "Maybe sometime, over wine at my place, I'll tell you how she seduced me." "That sounds wonderful. I look forward to it." "Can I come too?" Lynne asked. "After all, I'm the common element in these events." "We'll see, Cadet Parsons," Ellen said. "Anyway, don't you want to join us, or did you want us to stop?" Lynne asked. Ellen glanced at her watch and realized she was going to be late for her meeting. "Unfortunately, I have to go; I'm meeting one of my professors. But by all means carry on cadet. A good Air Force officer always finishes what she starts, you know." Lynne gave her a snappy salute. "Yes Ma'am." Ellen watched as the two women sat back down on the couch and fell back into each other's arms, then slid out the door and locked it behind her. She hurried down the hall and out the building, arriving five minutes late for her appointment with Hallowell. Luckily, he was a sixty-something academic who, while a friendly and exceedingly helpful mentor, was also blessed with an abundance of ear hair and a mild case of eczema. Forty minutes in his office discussing computer languages and potential thesis topics helped cool the fire between her legs. On the walk back to her office, she was passed by a half-dozen young men out for an afternoon jog. All were shirtless and their well-defined muscular bodies glistened in the late afternoon sunshine. One, a young man with twinkling blue eyes and short blond hair, gave her a quick wink and a smile as he passed. For the rest of her walk, she kept envisioning the six runners pulling her onto one of the nearby picnic tables, tearing off her uniform and treating her to a public gangbang , one after the other jamming their hard cocks into her wet pussy while she moaned in delight and sucked off whoever wasn't fucking her. When she returned to the ROTC building, she headed right for Peterson's office, hoping against hope that Chrissy and Lynne might still be there, but she had no luck. Indeed, the whole building seemed to be deserted. The parking lot was empty except for her car and one other and she ran into no on the stairs or in the hallways. She tossed her bag onto her desk and plopped down into her office chair, trying to decide if she should close her door and masturbate, or just go home, change and head over to Sasha's or some other bar and try to find a fuck buddy for the evening. The second option sounded more appealing, but she didn't want to mess with happy hour crowds, nor did she want to drink too much before dinner, which might diminish her fun later on. Instead, she decided to take advantage of the apparent emptiness of the building and hit the officer's gym in the basement. Several years previously, a wealthy Army ROTC alum had paid for the complete renovation of the building's basement into two separate exercise facilities, one for cadets and enlisted personnel and another, smaller one just for the officers assigned to the various units. They were small, but well equipped and very convenient. Ellen closed her office door and changed into shorts, a sports bra and t-shirt, which were required by the dress code imposed by the various unit commanders. Working out would take her mind off sex for now, and energize her for later in the evening, when she planned to be having sex, come hell or high water. She had just stepped onto a treadmill for a quick warm-up and was busy untangling the cord for her ear buds when she heard the elevator doors down the hall open. She shook her head, not believing how bad her luck had been today. She really liked working out alone, especially since the gym was so small. She could distinctly hear footsteps and two voices came echoing down the tiled hallway. "I'm just saying, with Marty out of town and your husband gone till Sunday, we shouldn't be wasting a minute of this opportunity," she heard a man say in a somewhat whiny tone. "Jesus, keep your voice down," a woman snapped at him. "I told you, I have missed two days of workouts and I'm not missing a third." The footsteps halted just outside the door, and Ellen furiously worked to untangle her headphones. She wanted to put them in before whoever it was stepped through the door so they wouldn't know she'd been listening. "Besides, you know exercise makes me horny, so you should be all for this," Ellen heard the woman say just before she pushed the first earbud into place. She was still adjusting the second when a tall woman with medium length wavy dark hair stepped through the door and stopped dead at seeing the Air Force officer. Ellen gave her a thin smile, knowing that the woman was well aware that she had heard their conversation. She recognized the woman, but not the man who stepped through the door a second later. The tall woman was Lt. Amanda Jackson, a Navy officer assigned to the NROTC. Ellen pulled out one earbud and raised a hand in greeting. "Hi. Lt. Jackson, isn't it?" she asked. "Capt. Ellen King, Air Force." Lt. Jackson smiled and nodded. "Hi Captain, how are you. I hope you don't mind if we join you," she said, then turned toward the man. He stood about six feet and was well built with broad shoulders and muscular but not overly bulky arms. He had neatly cropped salt-and-pepper hair, a long thin face with high cheek bones and bright bluish/grey eyes. "This is Capt. Owens. He's with the Army's recruiting office in town." "Call me Steve," he said, flashing a bright white smile. "Ellen," she replied, trying to decide if and how she could somehow turn their unwelcome intrusion on her workout to her advantage. Amanda Jackson was an attractive woman of Mediterranean descent that showed in her light olive skin, thick black hair, and warm brown eyes. Like Ellen, she wore shorts that showed off long, muscular legs and a t-shirt cut low enough that Ellen was treated to an enticing view of Jackson's impressive cleavage. "I was just starting my warm up. It's been a frustrating day and I thought getting a little sweaty might help me feel better," she said, shooting the slightest of suggestive looks at Amanda Jackson. "I totally get that," the Navy officer replied. "I hope you don't mind if I jump on this other treadmill." "Please. The more, the merrier," Ellen replied. Both women set their treadmills to a slight incline and a fast walk and chatted about their various units and the experiences at the university. Steve hopped on a stationary bike. After five minutes, all three wrapped up their warm ups and Ellen moved over to the bench press. She put some weights on the bar. "Would you like a spotter?" Steve asked. Ellen couldn't tell if he was just being friendly or if he was trying to make Amanda jealous and perhaps encourage her to leave the gym quicker. She hoped that the naval officer refused to take the bait. Ellen had her own plans. "That would be great," she said. She lay down on the bench and gripped the bar while Steve took up his position behind her head. She tilted her head back slight and smiled up at him, and also taking the opportunity to check out his package, a move not lost on the Army captain. Ellen pushed up on the bar, brought it a few inches forward and began slowly lowering and lifting the weights, careful to keep her breathing regular and the motion steady. As she lifted, she glanced at Amanda, who was standing just a few feet directly in front of her, hands resting lightly on her hips. She looked more amused than angry or jealous, and Ellen gave her a seductive smile and deliberately spread her knees a little wider. As she recalled, Amanda Jackson was a naval communications officer, so maybe she'd pick up on the signal. At the last rep, she pretended to struggle a little getting the bar up just so Steve would lean in and offer assistance. He did, of course, and Ellen smiled warmly up at him before sitting up on the bench. Amanda looked at her, and Ellen was certain she knew exactly what she was up to. "Does it seem warmer in here than usual," Amanda asked, looking at Ellen. "I know it's against the rules, but would you be bothered if I shed this t-shirt? I hate that damn rule." Without waiting for Ellen's response, she peeled off her shirt, revealing a black workout halter-top with hot pink piping. Ellen was immediately impressed by her rock-hard abs and more than a little aroused by the impressive breasts now really on display. "Not at all," Ellen said, and then removed hers as well. Beneath it she wore a Navy blue workout bra that likewise emphasized her abs and breasts. She didn't have quite the six-pack that Amanda sported, but her stomach was flat and hard and her breasts were smaller but firm. Behind her, Steve made a sound as if he was clearing his throat and Ellen wished she could see his face. Unfortunately, unlike commercial gyms, their workout room was not plastered with mirrors. "Oh damn, Steve, I think we left our water bottles upstairs," Amanda said to him. "Would you mind going up and getting them?" "Sure," he said, his tone betraying the fact that there were in fact no water bottles. "I'll be back in just a few." Once Steve was out of the room, Amanda and Ellen looked at each other. The tall brunette now looked a little peeved and Ellen waited for her to say something. But she remained silent, her lips pursed, as if she couldn't decide, now that they were alone together, how to broach the issue. So Ellen, whose arousal had come roaring back at the side of Amanda's tits, decided to take the bull by the horns. "I hope you don't think I'm hitting on your boyfriend," she said to Amanda. "Because I'm not." "He's not my boyfriend, we're just colleagues. I'm married." "I know. I heard your conversation in the hall, so I know you're lovers, and as I say, I'm not trying to hit on him," Ellen said, rising from the bench and walking to Amanda until they were just inches apart. "I'm hitting on both of you." Amanda Jackson's eyes went wide for just a second, and then she drew in a deep breath, twisted her mouth slightly as if considering some particularly interesting question, and then nodded. "I see," she said. "And what are you proposing?" "How far away do you live?" "About 30 minutes," responded Amanda. "Why?" "I'm less than ten. If you're interested, I've got a couple of bottles of wine, a queen sized bed, and some very nice toys. What do you say?" Ellen guessed that even if Amanda Jackson said no, even if she was offended by the offer, she wouldn't say anything, since Ellen knew about her affair with Steve. But she needn't have worried. "I say let's go," Amanda said, then hooked a finger into the front of Ellen's sports bra and pulled the red-headed captain into a deep kiss. And when Steve returned a minute later, that's how he found them, locked in a passionate embrace, their tongues dancing together, Ellen squeezing Amanda's hard ass while the Naval lieutenant was gently kneading one of Ellen's tits. The ROTC Inspection Pt. 03 "Whoa," he said upon entering the room. "Okay, this looks fun." Amanda broke their kiss and turned toward her lover. She grabbed his hand and began pulling him out the door. "Come on, we're leaving." "Where are we going?" sputtered Steve, not wanting to abandon the erotic scenario he'd walked in on. "To Ellen's, silly, to fuck all night," Amanda replied. "I'll meet you in the parking lot," Ellen called out to the pair, who had opted to take the stairs to the first floor while she caught the elevator to her office. Fifteen minutes later, Ellen pulled her car into the garage at her home, leaving the door up so that Amanda and Steve could follow her in. As soon as she stepped through the door leading into her kitchen, Ellen tore off her bra and removed her shorts. She turned to Amanda, who likewise shed the rest of her clothes. The two officers fell into each other's arms, lips locked tightly as their hands roamed over each other's bodies. Steve, the last in, closed and locked the door, and then stripped. He stood next to the two now naked women, wrapping an arm around each. They both turned to him and began including him in their passionate makeout session. Ellen's hand seized his erect cock and she was pleased to find she could barely get her fingers around it. For her, thickness had always mattered more than length. She had just sucked Steve's tongue into her mouth when she felt Amanda slide a finger into her wet pussy, her lips fastening upon one of Ellen's rock hard nipples. Steve had a hand on each woman's ass and was gently squeezing both. Ellen realized that they needed to quickly move to the bedroom before she collapsed on the kitchen floor. "Come on, let's get more comfortable," she said, pulling away and leading them into her bedroom, where she threw herself onto the queen sized bed she treated herself to just a few months before. She lay on her back, spreading her legs in a brazen invitation to whoever got there first. It was Steve, and Ellen was pleased that he was so willing to bury his face into her neatly trimmed bush. He was enthusiastic and skillful for a man, but lacked the subtle and sensitive touch of a woman. Still, she had been so horny all day that she felt an orgasm rising quickly within her. It helped that Amanda had lain down beside her and began playing with her tits while they exchanged deep, hard kisses, exploring each other's mouths with lips and tongues. After only a minute or so, Ellen's body thrashed wildly and ripples of pleasure washed over her. "Oh fuck, I've needed that all day," she whispered to Amanda. "Well, now it's my turn," Amanda said smiling. She lay flat on the bed and spread her long legs wide and Ellen quickly crawled between them. Just as she ran her tongue along Amanda's bare pussy, she heard her say to Steve "Get behind her and fuck her good." Ellen immediately lifted her ass up; tucking her knees under her so Steve could do her doggy-style while she licked Amanda. She moaned as she felt his hard cock slide smoothly into her soaking cunt. He began to slowly drive into her, the momentum of his thrusts pushing Ellen's face deep into Amanda's pussy in a rhythmic pattern that Amanda matched, tightening her ass cheeks to lift her sex up to Ellen's mouth with each push. Ellen felt like a huge sex toy as Steve's thrusts came harder and faster and Amanda responded by grinding her pussy more forcefully against Ellen's face. "Fuck, I'm cumming," she heard Steve gasp and then gave one more violent shove up into Ellen. She felt his cum splatter inside her just as Amanda's thighs clamped down on her face and the dark-haired beauty emitted a primal groan as she too climaxed. She slithered up the bed to lie next to Amanda, and Steve positioned himself on the Naval officer's other side. They both trailed their fingers all over Amanda's body; lightly caressing her breasts and tracing lines down to her thighs and up again. Amanda turned and kissed each of them in turn, and Steve and Ellen occasionally reached over her to exchange kisses as well. After a few minutes, Amanda gave an evil grin to Steve and directed him to go sit in an armchair in the corner, facing the bed. "I think we should help get him hard again, and the best way to do that is to give him a show," she said to Ellen, and then pulled the Air Force captain to her. They began to kiss and fondle each other, Amanda teasing Ellen's nipples while Ellen ran her finger down and into Amanda's pussy. They made sure he could see their tongues wrestling, like two wet pink serpents battling for dominance. Steve, despite having already seen them together, watched with rapt attention, his hand gently wrapped around his increasing large cock. Finally, Amanda decided he was more than ready for round two. "Get that stiff dick over here," she ordered, and when he stepped over to the bed, she jumped up pushed him down on his back. "Now it's my turn," she said, then straddled him and positioned herself over his cock. She slowly lowered herself and began to gyrate her hips, grinding determinedly against his stiffness. Ellen leaned back against the headboard, one hand playing with her tits while with the other she began to slowly masturbate, watching the two lovers slowly fucking on her bed. Steve began to thrust his hips upward to meet Amanda's rocking motion and soon the bed was bouncing energetically as they increased the speed and power of their fucking. Ellen suddenly got up and knelt behind Amanda, wrapping her arms around her and playing with her tits. Amanda leaned back against her, turning her head so that the two women could kiss while she rode Steve's cock. Ellen let one hand drift down and began rubbing around Amanda's clit as Steve drove up into the brunette and it wasn't long before Amanda came for the second time that evening, tightly gripping the arm Ellen had wrapped around her bountiful breasts as she came. Amanda rolled off Steve and onto her back and he quickly crawled on top of her, driving his cock into her again. Propped up on his elbows, the Army captain began pounding into Amanda, grunting with each thrust. Ellen began finger fucking herself as she watched Amanda's tits bounced as Steve jack-hammered her and when he suddenly stiffened and moaned, she felt herself cum again as well. When Steve rolled off, Ellen quickly dove between Amanda's legs again, licking up Steve's jizz and Amanda's juices as they poured from her now gaping cunt, thereby driving Amanda to yet another orgasm. They again lay next to each other on the bed, this time Steve in the center. Little was said; they simply nuzzled up against each other, enjoying the feel of warm flesh on warm flesh. After a short while, Steve's eyes slid shut and his breathing became deep and regular. Amanda looked at Ellen, rolled her eyes, and mouthed the word, "Men." The two women gently rose and headed into Ellen's living room, still naked. Ellen grabbed a blanket, threw it on the couch and then retrieved a bottle of wine and two glasses. They sat side-by-side sipping wine, their bodies pressed together under the couch. "So how long have you two been together, if you don't mind my asking," Ellen said to Amanda. "You mean, how long have we been having an affair?" the other woman responded, but with a smile on her face. "Honestly, I didn't mean it like that. We're all adults here," Ellen said. "Oh I know. I'm sorry, that came out a little bitchy. I didn't mean it to," Amanda said quickly. "We met at a Christmas party back in December. It's actually not what it seems. He and his wife, Marty, have a semi-open marriage, sort of, and my husband's an asshole." She smiled ruefully and shrugged. "He didn't used to be, but his career has started to take off, he's a big shot for the biggest bank in town - I requested the transfer to the ROTC unit when he got the job - but even with that, he wants me to resign my commission and start pushing out babies. I made it clear to him from our first date that that wasn't something I wanted, but now he acts like I'm being unreasonable and unfair." "I'm sorry," Ellen said, reaching out and softly stroking Amanda's cheek, not knowing what else to say. "It's okay. I'm pretty sure he's fucking around on me, so I think our time is about done. I can live with it." "And Steve? What's the story with him and his wife?" "Oh, neither really believes in monogamy. They see it as too hard to make it work, so the rule is, they can have other, casual relationships just so long as there's no real emotional connection. Their general approach is to not ask each other questions they don't want the answers to, and to not flaunt it in front of others." Amanda took a long sip of wine. "From what I understand, they mostly play around when one or the other is out of town, and she travels a lot, as does he. Sometimes we get together when she's in town, but only if she's going to be busy." "Have the three of you ever gotten together?" Ellen inquired, looking at Amanda over the rim of her glass. "No, which is a shame because I've seen pictures of her and she's really hot. Nice bust, long brown hair, firm athletic body, the whole package. I guess she's not that into women, or maybe she can share him just so long as she doesn't have to be there when it happens. Anyway, I've offered, but he seems reluctant to follow up." "Well, forgive me if this is out of line, but how do you know that's actually their arrangement?" Ellen asked. "It's suspicious that a guy wouldn't want to follow-up on the offer of a threesome." "No, it's a valid question. I don't know for certain, I suppose, but on more than one occasion, he's answered her calls when he's been over at my place and is very honest with her. The first time, I remember, she must have asked where he was and he said he was over at a friend's and I guess she asked who, because he replied something like 'oh, you don't know her'." Ellen raised her eyebrows in surprise. "I kind of admire that, I guess. I'm not a big believer in monogamy myself. My friend Amy and I were talking about this when she was last in town and I told her that the only way I could be in a long-term relationship is if the person was willing to accept that kind of open relationship." "Amy, huh?" Amanda said, a playful twinkle in her eye. "And what's she like?" "An Air Force captain, just like me. And yes," Ellen said smiling, "She's that kind of friend." "That's hot," Amanda said, then leaned over and kissed Ellen. Just then, Steve emitted a loud snore from the bedroom and both women giggled. "Wait here," Ellen said, putting down her wine glass and lifting herself off the couch. She carefully crept into the bedroom and emerged a minute later carrying a bottle of lube and a blue, double-ended dildo, which she held up proudly, as if she'd just found a long lost treasure. Amanda grinned, and then leaned back against the arm of the couch, throwing one leg over the back while splaying the other out to the side, lewdly presenting her pussy to Ellen. Ellen quickly covered both ends of the dildo with lube then gently shoved on end up into Amanda's cunt. She then pushed the other end into herself and lowered her body onto Amanda's, who scooted down the sofa until she was prone, and hooked her legs over Ellen's shoulders. Ellen began fucking herself and Amanda, leaning forward so that they could kiss as they ground their cunts against each other. Soon the sound of flesh slapping against flesh, the squelching of the dildo as it was driven into two sopping pussies, and their co-mingled moans filled the house and eventually woke Steve. Puzzled, he wandered out into the living room just in time to see Amanda wrap her legs around Ellen's waist, pulling their bodies together as the two women climaxed almost simultaneously. He watched jealously as they kissed and stroked each other as they relaxed, and then walked over and stood by the couch, his erect dick in his hand. The two women took pity on him and both dropped to their knees. They began treating him to a double blow job, first licking and kissing his cock together, and then taking turns sucking his erection into their mouths. Ellen loved the mingled flavors of Steve's cum and Amanda's pussy, and she sucked and licked with vigor while Amanda used a hand to help jack him off. They switched off several times until, his cock buried deep into Ellen's mouth, Steve tensed and announced he was coming. Ellen sucked even harder, clamping her lips down to form a tight seal while Amanda jerked the base of his cock until he released his final load of the night, the warm salty liquid coating Ellen's tongue until she swallowed it down. A little while later, she kissed them both goodnight and they all agreed that they should definitely repeat their evening at some future time. Amanda had already received a promise from Ellen that they would be getting together again. Ellen had one more glass of wine after her guests left, and then crawled back into bed, tired by happy and far more sexually satiated than she'd ever expected to be this evening. It had been an incredibly frustrating day, but had ended with her having gained three new lovers; so in the end, it had been a great day after all. The ROTC Inspection "Well, I'm a meteorology major and I figured the Air Force would be a good way to put my skills to use. Plus, I like to travel, and thought maybe I'd get lucky and be based overseas," she replied. "And it would be really cool to work with NASA someday, and being in the Air Force would definitely help with that." "Well, I know the Air Force does a lot of interesting work in that field. Why meteorology, though?" "I've just always been fascinated with it. As a kid I used to love going out and watching the clouds, especially when it was about to storm. We lived in the heart of tornado alley, so I got to see a lot of cool storms." Jefferson braked for a red light and when they were stopped, turned toward Amy. "May I ask how long have you known Capt. King?" Was she fishing, Amy instantly thought? Does she suspect something about us? "Ever since our junior year in college. Different colleges, though. We met during a summer training program. There were only a handful of female cadets, so we tended to stick together, and Ellen, Capt. King, and I just hit it off. We've been good friends ever since. Why do you ask?" "I was wondering, has that helped you over the years," Jefferson said. "I mean, having a good female friend who's also an officer? Someone you can talk to about certain things." "You mean things like when your CO tries to hit on you, or gives you crappy jobs because he doesn't think women should be in the military? Yes, it does. It's always been nice having someone I could really confide in about that kind of thing, someone who understands because she's been through it too." Amy looked Jefferson in the eye. "That kind of thing is going to happen to you at some point. If you're lucky, it won't be any worse than that, but you should know, even these days, it's still going to happen." "I figured that, all of us female cadets do," Jefferson said, moving forward now that the light had changed. "We've all talked about how to deal with it." "Dealing with it is always tricky, because it's so situational. Who you're having problems with, what they are, your C.O.s attitude, whether there are any other women who've complained. There are so many factors to consider when confronted with that kind of thing," Connors said thoughtfully, recalling some of the incidents that she'd dealt with over the years. Never, thank god, any kind of physical assault, but lots of unwanted comments and emails, a few inappropriate invitations and, of course, some male superiors who just didn't care for females in the service. "Are you close to any of the other female cadets? Someone who you'll be able to lean on in your career?" Amy asked. Jefferson pursed her lips, and then replied that there were a couple of others with whom she had developed good friendships with. "But who knows if those will survive college. I hope so," she said. "It would be nice to have a relationship like yours and Capt. Kings," she added, "I'd like that kind of friendship." Was that a hint, possibly a suggestion of some sort, Amy wondered. It could be, if she really did suspect the nature of their relationship. Or was she just so horny that she was grasping at even the tiniest hint of a possible sexual encounter. And would she really consider doing that with a cadet? Before she could give it any thought, they turned left into the hotel parking lot, and Jefferson began to pull into a parking space. "Oh, you can just drop me off at the front," Amy said quickly. "I don't want to delay you at all." "It's okay. Actually, I kind of need to use the latrine, if that's okay." "Sure, come on in," Amy said. She didn't know if Jefferson really had to go, or if this was a ploy by the girl to get into Amy's room. If it was, she wasn't sure what she'd do. It would be totally unprofessional to actually sleep with a cadet, her fantasies notwithstanding. But there was no denying that she was strongly attracted to Cadet Jefferson, and then realized she didn't even know the girls first name. Amy led the way to the hotel's elevators, noting that Jefferson did not make any effort to find the public restrooms that were surely located on the first floor. As they got in, the cadet stood next to her, rather than shifting to the far side of the elevator, as many would do when it's just two people. Amy could feel a tingling begin to grow in her pussy even as butterflies danced in her stomach. She had no idea what she would do if Jefferson made any kind of move. She hadn't even ruled out making a move herself, although she knew she shouldn't. Amy punched the button for the sixth floor and they rode up in silence, neither looking at the other. When they reached Amy's room, she unlocked the door and held it open for the cadet, pointing her toward the bathroom. Jefferson stepped into it, closing the door behind her. Amy hung up her uniform coat and undid the top bottom of her blouse. Her palms, she noticed, were sweaty and she was too jittery to sit, so she just stood looking out the window. A few moments later, the toilet flushed, the water turned on and off, and then Jefferson stepped out. Amy was a little disappointed to find the cadet fully dressed. Had she wanted Jefferson to take such a bold move? Perhaps, if only because it would have made it easier for Amy to surrender to her desires. "Well, I guess I should get going," Jefferson said tentatively, avoiding Amy's eyes. "It was nice getting to know you, although I just realized, I don't know your name, your first name, I mean," Amy said, her own voice quavering just a little, or so it seemed to her. "Carey. Carolyn, really, but everyone calls me Carey." "Well, I appreciate the ride, Carey. If I can ever do anything," Amy said, letting the rest of the sentence die on her lips. Jefferson had turned her face toward the older woman and now looked directly into her eyes. "Can ask you something, before I go?" Jefferson seemed nervous, but determined, Amy thought. "Of course." The younger woman took two tentative steps closer to Amy, bringing them within a single arm's length apart. Amy resisted the urge to step back, deciding to go with whatever happened next. "How did you know that Capt. King, that you'd be able to have that kind of friendship with her?" Jefferson asked, her voice shaky but her eyes fixed on Amy's. "What kind of friendship?" Amy knew the answer but couldn't stop herself from asking. She supposed she needed to be certain that Carey, no longer just Jefferson to her, wanted what she thought she did, what Amy herself now knew that she wanted as well. The answer Jefferson gave was simply to step forward and give Amy a quick kiss on the lips. Then, as if she'd suddenly awoken from a spell, she stepped back, a look of shock and regret on her face. "Oh god, I'm so sorry Captain, I..." But she never got to finish her sentence. Amy stepped forward, seized the cadet by her shoulders and pulled her back into another kiss. The lust and desire she been battling all week overwhelmed her like a tsunami and any hesitation she'd had about bedding a cadet disappeared, leaving behind a physical need to possess the young woman. Within seconds, Amy had Carey's BDU blouse unbuttoned, and pulling it off, she saw that there was no t-shirt underneath, just a purple lace bra that barely covered her large, firm breasts. Carey was in fantastic shape, her arms and shoulders muscular but not bulky and her abs were washboard flat. She sported a true six-pack and Amy was torn between burying her face between the cadet's gorgeous tits or falling to her knees so she could lick and kiss her way down that hard, firm stomach to Carey's pussy. She didn't have a chance to do either, because suddenly Carey pulled away from her, whipped off her belt and bent down to undo and remove her boots. Amy followed suit, shedding her skirt and slip, kicking off her shoes and quickly unbuttoning and pulling off her blouse, leaving her clad in matching white lace bra and panties and flesh-color thigh-high stockings, which weren't regulation but which she preferred as being more comfortable and easier to fuck in than pantyhose. For a second, the two women stood, just looking at each other, then simultaneously they moved to the bed, Carey throwing herself down on her back and Amy jumping on top of her. "Take off that fucking bra," she commanded. "I'm gonna go to town on those incredible tits of yours." "Yes ma'am," Carey said, sitting up and reached behind her to unhook her bra. Amy pushed her back down, then lowered her mouth to one of Carey's large, black nipples, sucking the hard little nub into her mouth, swirling her tongue around it as she squeezed and kneaded the breast. After a minute, she switched to the other. Carey moaned and uttered encouragement in a hoarse whisper, running her hands down Amy's back, pausing long enough to undo her bra. Amy pulled back to allow her bra to fall off, then moved back up and began French kissing Carey, their tongues dancing to and fro. Carey had begun to play with Amy's small, perky breasts, fascinated with the long, thin nipples that jutted out from her areolas like little, pink daggers. Unable to restrain herself, she rolled Amy off of her and then climbed on top, straddling her while dipping her mouth to suck and gently bite them. Then she began easing herself down the bed, kissing down Amy's stomach. Suddenly, she stood up and yanked down Amy's panties, then almost as an afterthought, removed hers as well. She pulled Amy's legs apart and began kissing and licking up her pale, muscular thighs. Amy, her head propped up on a pillow, her long hair out of its bun and fanned out around her, stared down as Carey moved ever closer to her pussy. Her breathing came fast and hard; her whole being longed for Carey to attack her soaking cunt with her lips and tongue. When she finally did, the orgasm came quick and hard. No sooner had Carey run her tongue up Amy's swollen labia and sucked her clit into her mouth than the older woman's whole body jerked like she'd been suddenly shocked. She moaned so loud Carey actually pulled back and looked up to check on her, only to smile when she saw the look of ecstasy on Amy's face. "My turn," she said, then jumped up, grabbed Amy's ankles pulled her several feet down the bed, then clambered back up and straddled the older woman's face. Amy almost couldn't believe Carey's audacity, it seemed such a bold, aggressive move given their relative ranks, but she realized that the boldness just made it all the more exciting. Amy dug her hands into Carey's ass cheeks and raised her head, nuzzling the long strip of trimmed pubic hair that bordered Carey's pussy lips. She took a deep breath, reveling, as she always did, in the musky aroma of an aroused cunt. It only deepened her hunger and she extended her tongue and began to lick, pushing into the folds of the younger woman's sex. Carey pulled one of the pillows down to ease the strain on Amy's neck and then leaned back and began to squeeze her own breasts, pulling and pinching her nipples. She reveled in the feeling of Amy's tongue running up and around her cunt opening, then swirling around her clit. The captain was an accomplished pussy licker, she realized as her body grew hotter and ripples of excitement flowed through her. Amy began increasing the speed and the pressure of her licking, pushing hard on Carey's clit with the tip of her tongue. The young woman was so close and when Amy, raising her head even higher, gently pinched her clit between her teeth while simultaneously running a finger down the crack of Carey's ass and pressing on her anus, Carey came; her hands involuntarily curled into fists, the muscles in her jaws clenched tight, and her eyes squeezed shut. After a second, she collapsed on her side, and Amy pushed herself back up the bed, pulling the young cadet into her arms and bathing her in gentle kisses. For awhile, the two women lay side by side, gently kissing and stroking each other. Amy loved the way her pale white hands contrasted against Carey's dark mahogany skin and her even darker areolas. After a few minutes she propped herself up on an elbow and looked curiously at Carey. "How did you know about Capt. King and I, the true nature of our relationship?" Carey shrugged. "It was just a guess. I consider myself gay and I've gotten pretty good at seeing when women are attracted to each other. I could see you checking her out every now and then, and just the way you looked at each other." She paused, looking a little guiltily at Amy. "Plus, well, I heard you when you were in her office and figured out what you were doing after you opened the door. I enjoyed getting a nice view of your tits, by the way," She smiled. "Okay, but me masturbating doesn't equal gay, not that I consider myself a lesbian." "No, but after I thought about it, I figured you wouldn't run that kind of risk, taking the chance that she might walk in on you, if you weren't pretty sure she wouldn't mind," Carey replied. "So it was just a bunch of stuff, I guess. Really, it was just a hunch and I took a chance." "Well, I'm glad you did," Amy said, leaning in to kiss the younger woman again and then rolling on top of her. They embraced, smashing their breasts together, their hands exploring every inch of flesh they could reach. Amy in particular could not keep her hands of Carey's wonderfully hard ass, and she squeezed and kneaded it almost constantly as they passionately made out. They licked and sucked on each other's breasts with a growing fervor and then, by mutual yet unspoken agreement, reached down and began to finger fuck each other, first with just one digit and then two and finally three, their bodies bucking rhythmically as their orgasms crashed through them almost simultaneously. After another interlude of rest and cuddling, they moved so that each could face the others pussy and, gently and slowly, by soft kisses and licks, brought one another to yet another orgasm. Finally, after almost two hours together, Carey began pulling on her uniform. Amy lay in bed, watching her with a look of gratitude and fondness. "I hope you don't regret this," Carey said, looking at her lover lying naked and seemingly satiated. "God no, It was wonderful." Amy smiled at her. For a second, she considered reminding Carey that she could not tell anyone about their activities, but realized that there was no need. The cadet was no fool, and Amy trusted her, even though she'd only known her a few hours. "I hope, sometime, maybe I'll get to see you again," Carey told her, her tone questioning and her look hopeful. "You will. Ellen, Capt. King, has my contact info and I'll ask her to share it with you. I want you to keep in touch. I want to be someone you can look to for help if you ever need it." Carey, now dressed, stepped over to Amy and, almost hesitantly, bent down to kiss her. Amy sat up and pressed her lips to Carey's, giving her a long, deep kiss, reassuring the young woman that there was no regret on Amy's part. "Thank you, for everything," Carey said softly, then turned and quickly left the room, embarrassed that she had grown so fond of Amy so quickly. For her part, Amy lay back in bed, happy and satisfied, knowing that she would do everything she could to help Carey and certain that she would be a part of Amy's life for a long time to come. I might do a Part 2, in which Ellen and Amy have their dinner and maybe more, if there is enough interest.