We were at a sleepover, we were about 14.

There wasn't that much room when we were lying down, so this meant for a while I had been looking at my friends panties less than a foot from my face. This was a warm summers day so we were all lying in just our underwear.

My friend was tanned so her red lace panties looked amazing on her, I had to do something I couldn't stand it much longer, so pretending to be asleep I rolled over a little and let my hand fall onto her ass, I cuddled up to her and started rubbing her ass, my face now inches away from her panties, I could hear her laughing thinking I was asleep and doing this.

She moved and lowered her panties, then put me back into the same position, my hand made its was down, but she closed her leg clamping my arm, I pretended to wake up, she looked down and whispered she would wake everyone up and show them unless I did what she said. She bent her knee and told me to lick. After a couple of moans, we stood up and crept out of the room and into the bathroom.

She took her black bra off, exposing her beautiful boobs (about 34c) and she stripped me. I am a pale skinned, red head, who does a lot of running. My lime thong and orange bra (about 34d) were removed...