Chapter 1

The sound of the kitchen door slamming awoke Sara from her sound sleep. Through her closed bedroom door she could hear her mother’s hushed voice amid shuffling footsteps and the clash of keys as they were tossed to the counter top.

"Sshhh! My kid’s asleep!"

She heard a man’s voice mumbling something unintelligible, then her mother giggled. Something that sounded like a kitchen chair skidded across the floor and banged against the cupboard with a hollow thunk, followed by hushed cursing. She sighed, rolled over onto her side and tried to wrap the pillow around her ears tight enough to mask the sounds she knew would soon be coming from her mother’s bedroom across the hall of their small rented house. Sex noises. Loud sex noises.

At eighteen, Sara Killiam was an only child. Her father had been killed in a car accident when she was nine. Her mother, Sandy, was a beautiful woman and had always been a loving and caring mother until the accident. She had been deeply in love with Sara’s father and after he died, she had a hard time coping with the loss. She changed from a doting mother to a party girl, usually staying out until the wee hours and more often than not coming home drunk. She failed to keep up the mortgage on the small house they had bought when Sara was born and the bank foreclosed almost a year to the day of her father’s death, forcing them to move to the even smaller house they now called home. At the young age of nine, Sara began to feel like she was more of a liability than a daughter, and began to retreat into herself. Sandy took a job as a waitress in one of the clubs downtown and often came home at three or four in the morning with some guy she’d met there.

As the inevitable sound of the creaking bed springs reached her ears, she held the pillow tighter and willed herself back to sleep.

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Her mother’s lifestyle since the death of her father had forced her to grow up fast. When she was thirteen and had first heard her mother’s moans of sexual pleasure, she’d burst into her room with a baseball bat poised over her head, ready to rescue her from whoever was hurting her. She stopped dead in her tracks, her young eyes locked on the naked man between the legs of her equally naked mother.

"Sara! Go back to bed! Everything’s ok!" her mother had shouted.

She remembered backing slowly out of the room, her eyes still fixed on the strange scene on the bed. She knew enough about sex to recognize it for what it was, but didn’t fully understand what was happening. Her mother and the strange man watched as she backed into the hallway and began to pull the door closed. When it was almost closed, the man began to move up and down and her mother’s attention switched from her back to him. She paused and watched through the crack of the door as the man began moving faster and faster, at the same time both fascinated and horrified. Her mother moved with him and began to moan louder and louder. Suddenly, the man pulled away from her mother and Sara’s mouth dropped open as his long, hard penis came into view. It was thick and very wet. She could see it glistening in the light from the lamp on the night table.

‘He was sticking that thing into Mommy!’ she thought, her hand instinctively dropping to own pubescent little pussy. She was surprised to find her panties were damp and wondered if she had somehow peed in them without noticing.

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Suddenly, the man grasped her mother’s hair and she scrambled to her knees on the bed. He pulled her toward him and she opened her mouth and put his thing into it! Horrified, but unable to pull herself away, Sara watched her mother suck the huge organ in and out of her mouth. The man sighed and began to move his hips, pushing it in further. They kept this up for a minute or two, then her mother pulled it from her mouth and began to pump it with her hand. Sara saw something shoot out of it and hit her mother in the face. Disgusted, she backed away and went back to bed. But she didn’t go back to sleep until she heard his car leave and alcohol-induced snores emanating from her mother’s room.

She shuddered under her covers as she relived the memory of that night five years ago. The next day she hadn’t been able to look her mother in the eye. Sandy had tried to explain, but she didn’t realize how much her young daughter had seen and Sara didn’t want to hear her feeble explanations.

Eventually, she gave up trying to talk about it and over the next few years they pretty much stopped talking altogether. They worked into a routine where they rarely saw each other. Her mother would leave for work before she got home from school and Sara would be asleep when she got home. Since Sandy always slept until at least noon, Sara was long gone to school before she woke up. She usually disappeared all weekend, crawling in exhausted on Sunday night reeking of alcohol and sex and going straight to bed.

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During these years, Sara had learned to feed herself and do the housework. While her mother wasn’t real big on care-giving, she did always leave her enough money for groceries and other necessities. If not, Sara simply took what she needed from her purse while she slept. For some reason, she always seemed to have money in her purse although their bank account usually held barely enough to cover the basics. She learned to pay the rent and how to sign her mother’s name on checks to pay the power, phone, and gas bills. In the course of the next few years, it was like she had switched roles with her mother, who acted more like a delinquent teenager than an adult, while Sara shouldered burdens of responsibility no child her age should have had to.

While she was grown-up enough to run the household, she certainly didn’t look her age. She was slender, almost waif-like, with straight, shoulder-length blonde hair. She stood about five-foot-seven, weighed just over one hundred pounds, had small breasts (barely a B-cup), and long, shapely legs. Her face was also thin, but pretty, with bright blue eyes, a slender nose, and pouty lips that somehow didn’t fit the rest of her look. She never wore make-up, not that she would have needed much.

And she was smart, with the highest grade point average in the entire senior class. But she was also very shy, and had no close friends. She did converse with a few kids at school, but didn’t really consider any of them friends. She’d never been on a real date, believing that no boy would ever be interested in her, with her skinny body, small breasts, and plain face.

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So she threw herself into her studies, hoping that a high GPA would earn her a university scholarship somewhere. Anywhere but here. She knew she had to break away from her mother before she was dragged down with her, and a scholarship was her only hope.

Somehow she managed to fall back asleep and was awoken a few hours later by the familiar sound of her alarm clock. She threw back the covers, got out of bed and stretched. Her t-shirt rode up when she did, exposing the pink cotton panties she wore under it. With a yawn, she stripped off her shirt and panties, slipped into her worn robe, and went to take a shower.

She emerged from the bathroom fifteen minutes later, her mind focused on a biology test she was taking in second period, when she almost walked straight into the naked man coming from her mother’s bedroom.

Her robe was untied and it fell open when she jumped, startled by the presence of this strange naked man in the hall. She quickly pulled it closed and held it tight, then looked up to the face of the man grinning down at her, obviously not at all embarrassed by his nudity. His breath was sour and his dark hair was disheveled. She instinctively dropped her eyes only to find them looking directly at his flaccid penis, which seemed to grow a little larger right before her eyes.

"You’re more than welcome to join us in there, sweetheart," he said in a gravelly voice, jerking a thumb back toward her mother’s room. His tongue licked his dry lips as his eyes moved over her, causing Sara to shudder in revulsion. "I’ll just be a minute!"

She looked past him and saw her mother sprawled naked on the bed, still sound asleep.

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Sara dressed quickly, then pressed her ear to the door, straining for any hint of his presence in the hall. Hearing nothing, she unlocked the deadbolt and opened her door slightly, still leaving the chain hooked. She had installed the chain and deadbolt three years ago when she noticed her mother’s ‘boyfriends’ staring at her in a way that made her feel very uncomfortable.

She peered across the hall to the bathroom. The door was open and the light was off. She shifted her gaze to her mother’s room. The door was open slightly, but it had been wide open earlier. He must have gone back to bed.

She collected her books and put on her jacket. Checking the hall once again, she unhooked the chain, then quickly opened the door and ran out through the kitchen and outside. She was almost a block away when she remembered her lunch was still in the fridge. But there was no way she was going back for it and risk running into her mother’s latest one-night-stand again. She checked her pockets and found five crumpled ones and almost another dollar in loose change.

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She sighed and thrust the money back into her pocket. "Only a few more months," she told herself. Three universities were considering her for full scholarships, and several more were offering partials. One way or another, she was getting the hell out of that house in the fall. Sooner, if possible.

She continued walking the seven blocks to the large, imposing stone building that was Coolidge High School. It was late April and the last of the snow had disappeared a few weeks earlier. The trees were still bare, but a few had buds and the grass was beginning to turn green in the shelter of the houses she passed. The sun was warm on her face even at this early hour, bringing with it the promise of a warm spring afternoon. She walked along the familiar route, lost in thoughts of college and finally escaping her mother, then turned a corner and the school appeared in front of her. People were bustling about and talking loudly, disrupting the tranquility of her morning walk.

As she entered the school grounds, she could see groups of students everywhere, split up into the same cadres as they always were. The jocks and cheerleaders held the prime position in the center of the quad between the long stone steps and the flagpole, while the stoners hung out next to a wall where they couldn’t be seen from any of the windows. Then there were the ‘cool’ kids hanging out around their cars in the student parking lot, where someone’s car stereo was cranking out a Zeppelin tune.

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She glanced over toward the parking lot as she made her way through the jocks and cheerleaders to the steps. She saw Peter Wells talking with a group of people who were gathered around the car that was playing the music. She considered him one of her closest ‘friends’ at school, although they only spoke briefly at their lockers and the occasional time he would ask for her help with schoolwork. He had dark, curly hair, was handsome in a skinny, rock star way, and played guitar in a local band. He treated her like a human being, never acting like she didn’t exist and always quick with a smile and a friendly hello. She had a huge crush on him, although she knew she would never have the nerve to follow up on it.

She made her way briskly through the crowd. As usual, no one spoke to her or even seemed to notice her. To them, she was invisible; a nobody, which was perfectly fine with her. She was past them and had almost reached the doors when the first bell rang, signaling ten minutes until classes started. She pulled the door open and went into the nearly empty corridors as the students outside began to gather themselves up and make their way inside. She went directly to her locker and spun the dial on the combination lock as the hallway around her began to fill up. She opened the door and began to remove her jacket.

"Hey, Sara.

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She turned to see Peter smiling at her. He had the locker right next to hers and their morning greeting had become a daily ritual she looked forward to. He was taller than her, with just the hint of a dark peach-fuzz moustache, and wore a black leather jacket, white t-shirt, and black jeans. His eyes were dark, almost black, with grey flecks. When the light hit those flecks just right, his pupils seemed to emit an almost inner light. Sara found it eerie, yet somehow very sexy. He was the school’s acknowledged guitar god and wore his dark, curly hair well past his shoulders in an attempt to emulate his hero, Jimmy Page.

"Hi, Peter," she replied with a smile. "All ready for biology?" Peter was in her second period biology class and she knew he was struggling to pass.

He frowned and sighed. "I dunno. I tried to study. Hopefully some of it got through my thick skull. " His frown turned into a very attractive crooked grin as he tapped the side of his head with his knuckles.

Sara returned his grin.

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Peter laughed and she joined in, but in her heart she knew that was his dream. And it wasn’t all that crazy. He was a good guitar player - really good. Maybe even a prodigy. He could sing, too, but preferred to concentrate on playing. She had accepted an invitation from him to watch his band practice one day after school, and there was no doubt who the talent was in it. They walked off down the hall together to first period, with her explaining mitosis to him.

Chapter 2

Sara walked to the front of the class and placed her test papers on Mr Sanford’s desk. He glanced up, then smiled at his star pupil and nodded toward the door. She left the class with over twenty minutes remaining, confident that she had aced the test.

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As she made her way down the empty hall to her locker, she noticed a pretty girl with long brown hair standing at an intersection of two corridors and looking around like she was lost. Sara didn’t recognize her, but she looked like one of the cheerleading crowd with her skin tight jeans and equally tight t-shirt. When she spotted Sara, she smiled uncertainly and started toward her.

"Um, excuse me," she said as Sara approached. "I’m new here. Can you tell me where . . . " She looked at a piece of paper Sara recognized as a class schedule, " . . . room 202 is? Mr Green, 12-2 chemistry?" She glanced up at Sara with a pleading look.

"Uh, sure, it’s this way. Actually, it’s my next class. I’ll show you," Sara replied.

The girl’s face brightened with a relieved smile. "Thanks! My last school wasn’t nearly this big!"

Sara returned her smile. "No problem. I just have to stop at my locker for a minute, ok?"

"Sure!" She fell into step beside Sara. "My name’s Karen. Karen Stone. " She offered her slender, well manicured hand.

"Sara Killam," she replied, glancing over at her and giving her hand a quick shake. They arrived at her locker and she exchanged her biology books for chemistry. She looked up at the giant wall clock as she closed her locker. "We still have fifteen minutes until class starts. "

Karen looked around the deserted halls.

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"Sure. This way. " They walked down to a common area near the cafeteria where a few benches had been set up. Usually this area was occupied by the jocks and cheerleaders between classes, but it was deserted now. They took a seat on one of the benches, Sara fidgeting nervously with her books.

"So," Karen said, "what’s Mr Green like?"

Sara looked over at her and shrugged. "He’s ok. " There was a long silence.

Finally Karen said, "What’s there to do around here? Where does everyone hang out after school?"

Again, Sara shrugged. "Well, there’s Merle’s, I guess. It’s a fifties style drive-in on Main. " Another long pause. The awkward silence was becoming unbearable. Finally Sara took the initiative.

"So, where did you live .

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Karen smiled. Her green eyes sparkled and lit up her pretty face. "We used to live in Carson. My Dad’s a lawyer and he got a job here at a big firm downtown. "

Sara nodded. ‘Great, another rich kid. Just what we needed,’ she thought to herself.

Karen continued. "We live over on Westlawn, about a mile from here. "

Again, Sara nodded. Yup. Westlawn. The upper class section of town.

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She was suddenly aware that Karen was speaking again, pulling her from her thoughts. "Huh?" she stammered. "I’m sorry, I was . . . "

"Daydreaming?" Karen smiled. "It’s ok. I was just asking if you lived somewhere near me. Maybe we could hang out sometime.

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Sara suppressed a smile and looked down. It was hard not to like the pretty brunette. She seemed very nice, with none of the pretentious ‘holier-than-thou’ attitude of most of the kids who lived in that part of town. Of course, she was new here and didn’t know Sara was the ‘weird’ kid from the other side of the tracks. She was certain that once she met up with some of the ‘A’ crowd, she’d forget all about her. She smiled and shook her head. "No, I live the other way. About a half mile from here. "

Karen grinned. "That’s not so far!"

‘No,’ Sara thought to herself, ‘only worlds apart. ’ She smiled shyly. "No, I guess not. "

After a brief pause in the conversation, Karen asked, "So, what are we taking in chemistry?" Sara began to explain where they were in class as the bell rang. They stood and walked to class, still talking as the classrooms opened and students spilled noisily out into the halls.

Chapter 3

Sara was only half listening as Mr Green explained how catalysts are used to incite chemical reactions.

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"What are you doing for lunch?"

Sara shrugged. She really didn’t want to explain how she had forgotten hers at home and only had six bucks.

Karen smiled and gestured toward the door. "C’mon, let’s go somewhere. My treat. We can take my car and you can show me around a bit. "

She was about to say no, then changed her mind. "Sure, ok.

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Karen giggled as they started for the door. "Hey, it’s not a date! Don’t get any ideas!"

Sara giggled shyly and held her books to her chest.

"Sara, Karen, could you come here for a moment, please?" Mr Green beckoned them toward his desk. They stopped talking and walked over. He looked both of them up and down, then sat down.

"You two seem to be getting along well," he said, then paused before resuming. "I have a request, Sara. " He leaned back in his chair and studied them both over his glasses. "Since you’re my best student, I wonder if you might help Karen get up to speed in class. I want to make sure she’s well-prepared for finals. " He continued to stare at them, his bald head gleaming as the mid-day sun hit it.

"Sure, Mr Green," Sara replied, glancing over at Karen. "If it’s all right with Karen. " Karen nodded.

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"Great!" He leaned forward and began sorting through some papers on his desk, ignoring them. Sara got the impression that they had been dismissed and they walked out into the hall.

When they were a few steps from the door, Karen leaned in closer. "What a perv! Did you see the way he was looking at our boobs?"

Sara giggled and nodded, feeling a little embarrassed.

"I bet he was staring at our asses when we walked out!" Karen added, glancing back over her shoulder. Sara laughed as she ran ahead and began to walk with a pronounced wiggle. She thought it was nice of her to say that he was ogling both of them, when she was certain that it was only Karen he’d been drooling over. "I bet he wacks off in the john at lunch time!" Karen continued with a grin as she slowed to let her catch up. Sara laughed out loud, something she rarely did. She decided that she liked Karen, rich kid or not.

They went out to the parking lot and got into Karen’s car, a sensible but still sporty Sunfire coupe, and pulled out of the student parking lot.

"Where to?" Karen asked.

Sara shrugged. "I dunno. What do you feel like?"

"No Mickey-D’s or Burger King," she replied.

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Sara nodded thoughtfully.

"Hey! What about that place you told me about . . . Merlin’s, was it?"

"Merle’s," Sara corrected her. "I suppose we could go there. "

Karen made the turn onto Main and looked over at her. "You don’t sound very convincing. Does the food suck?"

Sara shook her head. "No, it’s not that. It’s just . . . " She paused.

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"What?" Karen asked. "You can tell me. We’re friends, right?"

Sara looked over at her. Friends. Right. At least until she found out where she lived. She lowered her eyes. "It’s just that . . . well . . . all the jocks and cool kids hang out there.

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Karen glanced over at her, giving her a amused look. "You think they won’t like you because you’re smart?"

Sara shrugged. "Well, yes . . . that and I’m not exactly . . .

"What? Pretty? Attractive?" She flashed a mischievous grin and lowered her voice. "Sexy?"

Sara blushed, lowered her head and nodded.

Karen sighed and shook her head as they passed Merle’s. "Sara, I’m sorry to have to be the one to break this to you, but you are pretty - very pretty. You’re just a little shy and need to gain some self-confidence. " She looked over at her. "Besides, being pretty isn’t just having the right look. It’s your attitude, your presence, the whole package. "

Sara didn’t reply. She wasn’t sure if Karen meant what she said or was just trying to be nice.

Suddenly, Karen whipped the car into a parking lot, turned around, and went back the way they had came.

"Uh, where are we going?" Sara asked.

Karen kept her eyes on the road, a determined look on her face. "Can you miss first period this afternoon?" First period was gym, a total waste of her academic time, in her opinion.

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"I guess so. It’s only gym. Why?"

Karen looked over at her and grinned. "We’re going to my house. I’m going to show you just how pretty you are!" She opened her mouth to protest, but Karen cut her off. "No buts. I’ll make us some lunch, then you’re getting a make-over!" Something about her tone of voice told Sara that arguing would be a waste of breath and she slouched back in her seat, wishing she had never agreed to lunch.

Chapter 4

They drove down Westlawn, passing the large houses with their professionally cared for lawns and brick-paved driveways. She slowed the car and pulled into the driveway of a relatively modest bungalow with a two-car garage on one end. Karen stopped the car in front of the garage and got out. Sara hesitated and sat there trying to think of some way to get out of going inside to meet her parents.

As if reading her thoughts, Karen came around to the passenger side. "C’mon in. My parents are gone for the weekend. " She went over to the front door, digging into her purse for her house keys.

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"Daddy considers himself something of a handy-man. He’s always watching those home improvement shows. " She rolled her eyes and grinned. " Trust me, he has big plans for this place!" She stood aside and ushered her inside. "C’mon in. Let’s see what we can find to eat. "

Sara stepped in and looked around. The house was still in a bit of disarray from the move, with boxes stacked here and there, large black print indicating what room they belonged in. Karen walked past her toward the kitchen, giving the boxes a dismissive wave. "Don’t mind the mess. Moving is such a pain!"

They entered the kitchen and Karen pointed to some stools next to the counter.

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Sara nodded. "Sure. "

She emerged from the fridge with the salad and some cold cuts. "This ok?" she asked, holding up the food.

Sara nodded and climbed down from the stool. "Sure. Let me help. "

They made some sandwiches and ate their lunch in the kitchen, talking about school and university plans. Sara learned that Karen was also an only child and had applied to some of the same colleges she had. They finished their lunch and put the dishes in the dishwasher.

"Ok!" Karen said with a grin, rubbing her hands together.

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Sara shook her head. "Really, Karen, we don’t have to . . . "

Karen raised a hand, silencing her protest. "I insist," she said. "Besides, I want to do it. " She took Sara’s hand. "You, my dear, are a very pretty girl. And I want to prove it to you. " Sara gave her a doubtful look, but she smiled and tugged on her hand. "C’mon! It’ll be fun!" Sara sighed resignedly and allowed her to lead her down the hall to her room.

A moment later she was sitting in front of Karen’s makeup table, staring at the mysterious jars and tubes of makeup scattered across it. Karen was searching through a drawer for something ‘in her color’, as she put it. "Ahh, here it is!" She pulled a jar from the drawer triumphantly.

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Sara blushed, but allowed her to apply the various powders and mascara to her face and eyes. When she finished, she stared at her reflection. Although she didn’t look a whole lot different, her features were softer, less plain; almost glamorous. The mascara and eyeliner seemed to bring her eyes to life.

"Well, what do you think?" Karen asked as she stood back to admire her work.

Sara continued to stare into the mirror. "W . . . wow!" she exclaimed, gingerly touching her cheek.

"Didn’t I tell you you were beautiful?" Karen said with a grin. She turned to her closet.

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"My . . . look?" Sara asked, turning and giving her a quizzical look.

"Sure," she replied as she held up a pair of jeans and studied them. "Try these on," she said, tossing them onto the bed. She turned and continued to dig through her closet.

Sara picked up the faded jeans and looked at them thoughtfully. "What’s wrong with my pants?"

Karen poked her head out of the closet holding two different tops in each hand. She came over and dropped them to the bed, then turned to Sara. "Don’t take this the wrong way, Sara.

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Sara picked up one of the tops. It was a red t-shirt, cut short enough to show her bare navel. She’d seen other girls wearing them, but never had the nerve to wear one herself. She looked down at her baggy, gray colored slacks and unflattering sweater. The curves of her body practically disappeared inside them. She looked up at Karen and shrugged, a smile forming on her lips.

"Ok, you’re right. I suppose I’m not the best dressed girl at school. "

Karen giggled. "But that we can fix! Try the jeans on and . . . " She pointed to the red t-shirt Sara was still holding, " .

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She looked at the tiny t-shirt. "This?!"

Karen smiled and nodded. "Uh-huh. If you want guys to notice you, you have to be noticeable!"

"Guys?" she asked as she nervously unbuttoned her pants. "Who said anything about guys?" She was embarrassed to be exposing herself like this, but didn’t want to back down because of her shyness. She hesitated, then slipped her slacks off and tugged her sweater over her head.

Karen glanced down, taking note of her large cotton panties and utilitarian bra. As Sara began wriggling into the tight jeans she said, "You know, that top would look better without a bra. "

Sara managed to fasten the jeans, then looked up at her. Despite her small breasts, she always wore a bra in public. Karen flashed her that mischievous grin and winked.

"I can’t do that!" she exclaimed, wide-eyed.

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"Why not?" Karen replied with a shrug. "We’ll both do it!"

Without a second’s hesitation she pulled her tight t-shirt over her head, revealing a very sexy red lace bra. Feeling a little embarrassed watching her new friend disrobing before her, Sara glanced down at herself, running her hands over her curves inside the tight jeans. While not as tight as Karen’s, they showed off her body nicely, and she was secretly impressed at the way she looked in them. She looked back over in time to see Karen undo the clasp of her bra and remove it, allowing her firm C-cups to spill out. She picked up the t-shirt she had been wearing, then hesitated and tossed it into the clothes hamper.

"I think I’ll wear something different," she mused as she began to flip through the clothes hanging in her closet. She pulled out a white button front blouse and grinned. Sara watched as she slipped it on, then buttoned it up, leaving the top three buttons undone to reveal an ample amount of cleavage. She looked up and grinned at Sara. "I’d like to see the look on Mr Green’s face if he could see me like this!"

Sara chuckled nervously. She had never changed in front of another girl before and the sight of Karen’s tits had made her a little nervous. Why she felt that way, she didn’t know.

"Well, come on! We’re going to be late for class!"

Sara looked down at the skimpy shirt and her bra-covered breasts.

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"Wow! You look hot!" Karen exclaimed with raised eyebrows. "You’re definitely going to be noticed at school now!"

Sara turned and looked at herself in the full-length mirror on the closet door. The reflection that stared back at her was that of a pretty girl in jeans that showed off her curves and the skimpy top with her erect nipples making prominent little bumps in the fabric.

Karen moved over behind her, placed her hands on her shoulders and looked at her in the mirror. "You really do look good," she said softly. Sara smiled nervously and ran her hands across her bare midriff.

"I’m not sure I can go to school dressed like this!"

"Sure you can! Hey, if you’ve got it, flaunt it!" She grabbed Sara’s hand from her waist, her fingers brushing across her bare skin. Sara shivered at her touch. "Come on! We’re going to be late!" They hurried out to the car and started back to school.

Chapter 5

They pulled into the school parking lot and Karen parked the car just as the bell rang.

"Sara?"

She looked up to see Peter staring at her, his eyes wide.

"Oh, hi, Peter," she said, forcing a smile.

His dark eyes scanned her new attire, then settled on hers. He smiled at her. "Wow! You look great!"

She relaxed a little. "Really?"

He nodded, taking in her slender body in Karen’s sexy clothes. "Yeah! What brought this on? You weren’t dressed like that this morning!"

She collected her books and closed her locker. Clutching them to her chest, she turned to face him. "Someone talked me into it. " She looked down at herself.

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He closed his locker, his books under his arm. "Well, you should. It’s a good look for you. " She smiled and felt her face warm a little at his compliment. "Come on, I’ll walk you to class. " She smiled to herself as she fell into step next to him. Karen was right! Guys did find her attractive! She walked along, chatting with Peter, no longer caring about the stares she was receiving.

Karen was already seated when Peter and Sara walked into Mrs Johnson’s fifth period English class. She was talking with Mike Morris, a friend of Peter’s who played drums in his band. She waved to Sara as they walked to their seats. Peter did a double-take when he noticed the obvious sway of Karen’s ample tits inside her low-buttoned blouse when she waved and he leaned in closer to whisper into Sara’s ear.

"Let me guess. Your new friend over there is the one who, uh . .

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She grinned and slapped his arm playfully as she took her seat behind Mike, who was across the aisle from Karen. Peter sat one row over and one seat ahead of Mike.

Karen looked back at her and grinned. "How’s it going?"

She shrugged and looked around at the other girls, who quickly averted their gaze from her direction and whispered among themselves. The boys merely stared down at their shoes or at the books on their desk. Karen noticed her anxious look and laughed.

"They’re just jealous!" she whispered with a wink. She nodded toward Peter, who was busy opening his books, and gave her an approving look. ‘Cute,’ she mouthed. Sara blushed and looked over at Peter. He had his books open on his desk and turned around to look at her. He smiled and winked as their eyes met. She felt her face flush even more and lowered her eyes to her books as Mrs Johnson walked in and, after a long stare at Sara, began the class.

Somehow, she made it through English class.

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"Sara, could I speak to you for a moment?" she asked, fixing her with a hard stare.

Sara stopped by her desk and Karen paused by the door. "I’ll wait for you outside. " She went out into the hall and Sara turned to Mrs Johnson, who fixed her with a piercing stare for a long moment before speaking.

"I couldn’t help but notice your change in clothing style," she said, her grey eyes locking on Sara’s, her face expressionless. Sara merely nodded. Another long pause. "I just thought I would remind you that colleges don’t just look at your grades when considering you for a scholarship. They also take your character into account. " All the time she was talking, her eyes never left Sara’s.

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Sara lowered her head. "Yes, Mrs Johnson," she said quietly.

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Mrs Johnson sighed and her voice softened. "Look, Sara, I know it hasn’t been easy for you, but you have a real opportunity to get into a good college and make something of yourself. I don’t want to see you throw it all away just to gain some fleeting popularity. " She stood and came around her desk. "If you want to dress more like the other girls, that’s fine.

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She left the room and met up with Karen outside in the hall. "What was that all about?" she asked.

Sara sighed. "Basically she said that if I dress like a slut, no university will offer me a scholarship. "

Karen laughed shortly. "What a load of bull! With your grades, they wouldn’t care if you walked around in your underwear!" Sara grinned and thought about it.

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She began to feel better as they sat through physics class, but she found that she was unable to concentrate on Mr Ross’s lecture. It didn’t really matter. Like all of her classes, she found physics boring and unchallenging. Peter continued to occupy her thoughts with his warm smile, dark piercing eyes, and long, curly hair. The class drug on and finally ended with everyone scurrying to gather up their books and get outside, since it was the final class before the weekend.

Karen came over as she was collecting her things. "Will you come with me out to the parking lot to meet Mike?"

Sara looked up. "Uh, . . . sure, I guess. " She had never been out to the parking lot to just ‘hang out’ in all her years at the school.

Karen looked relieved.

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Sara blushed. "We’re just friends. Well, sort of," she said as they walked down the hall.

Karen snorted and rolled her eyes. "Sure, but I saw the way he was checking you out. And vice-versa!" They reached the point where they had to split up to go to their lockers and stopped.

"You think he’s interested in me?" she asked, trying to sound casual about it.

Karen grinned and nodded emphatically. "Oh, yeah! No doubt about it!" She leaned in closer and nudged her. "What did I tell you? You gotta show ‘em the merchandise if you want ‘em to stop and shop!"

Sara grinned and blushed while Karen laughed. They went off to their respective lockers, agreeing to meet at the front steps.

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Chapter 6

Mike and Peter leaned against the fender of Mike’s unimpressive looking 87 Monte Carlo SS. The body had almost as much primer on it as it did paint and one of the doors on the faded silver car was black, a replacement for the hopelessly rusted original.

But looks could be deceiving. Under the hood was Mike’s pride and joy; one of the new 572 cubic inch big block crate engines from GM. Mike and his gearhead father had further tricked it out at a cost triple what the car was worth with it’s original engine. They estimated that it could put out almost 800 horsepower, although it had never been on a dynometer. It was the undisputed horsepower champion of the local cruise scene and anyone who let its looks think it would be an easy victory on the quarter mile was soon put in their place. Except for some trick wheels and a slightly taller cowl induction hood liberated from a 1970 Chevelle to accommodate the high rise intake manifold, it looked like any other tired and well-used old Monte Carlo.

"What happened to Sara, man?" Mike was asking Peter. "She looked hot today!"

Peter shrugged. "I dunno. But she’s been hanging out with Karen, so maybe she has something to do with it.

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"Could be," Mike said, wiping a grease spot from the fender. "She’s pretty hot, too! And I’m positive she wasn’t wearing a bra today!"

Peter nodded in agreement and looked over toward the school. Sara and Karen were walking toward them. "Here they come," he said.

The girls walked up, Karen’s smile lighting up her face and her tits swaying seductively under the flimsy white blouse. Sara hung back a little, clutching her books nervously to her chest.

"Hi Sara," Peter said, then glanced over at Karen. "Karen, right?" She nodded and extended a hand.

"Karen Stone. Nice to meet you, Peter. Sara’s told me a lot about you. " Sara gave her a look that could have turned water to ice. Karen pretended not to notice, but Peter shot Sara a quizzical look.

"She saw us talking in the hall," she explained. Peter smiled and nodded his head, leaving her unsure if he believed her.

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"So, what’s up?" she asked, squinting into the afternoon sunshine.

He shrugged. "Nothing much. We’re just waiting around to see if anything’s going on this weekend. "

She nodded and braced one foot against the tire. "Heard of anything?"

Mike shook his head, trying hard not to openly ogle her sexy body. "Not yet. "

Peter looked at Sara. "So what made you . . . ?" He gestured at her skimpy attire, taking in all of her delicious curves that had until now been camouflaged by her loose, baggy clothing. Before she could reply, Karen spoke up.

"That’s my fault.

Sara blushed again. "Karen . . . "

Peter interrupted her, his eyes never leaving Sara. "Well you were right," he replied, smiling at her.

Part of Sara wished she could just crawl under the car and hide there until they left. Another part was flattered by Peter’s compliment, and scared to death of what it might imply. Her face flushed a deep red and she was trying to think of an excuse to leave when Mike spoke up, taking the spotlight off of her.

"Uh, me and Pete were talking and, um . . . we were wondering . .

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Peter looked at Sara. "Yeah. A double-date," he added, his dark eyes sparkling beneath his long hair. "We could go get a pizza or something after. "

Karen looked over at her. "What do you think? Should we go out with these guys?" She winked and grinned. Sara returned her grin and nodded slowly, glancing over in Peter’s direction.

"Yeah . .

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Karen tapped her hand against the fender of Mike’s decrepit-looking car. "Will this heap make it all the way to my house to pick us up?"

Mike clutched at his chest, feigning hurt feelings. "You don’t like my wheels?" He popped the hood and proudly lifted it to reveal the gleaming big block. Karen looked in with interest.

"Is that a 572?" she asked, her eyes scanning the pristine engine.

Mike stared at the leggy brunette peering into his engine compartment, amazed that she knew what kind of engine it was. Most girls he’d met didn’t know about, or even care about cars.

"You know engines?" he asked, then gave her a knowing grin, "Or someone told you. "

Karen shook her head.

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Mike was obviously impressed. He corrected her on the estimated horsepower figure, which she raised a skeptical eyebrow at, then began explaining how he and his father had rebuilt the engine, adding all kinds of go-fast goodies to the already potent power plant. Karen asked a few questions now and then, making it apparent she wasn’t faking her knowledge or enthusiasm.

Peter sighed and moved over next to Sara, his arms folded across his chest. He leaned against the bumper of an old pickup.

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She giggled nervously then turned to him, her manner somber. "Peter, if you’re just going out with me so Karen will go out with Mike, you don’t . . . "

He cut her off, shaking his head. "Sara, I’ve, uh . . . " He hesitated and nervously kicked at a small stone on the pavement. He appeared very self-conscious and glanced over at her before continuing. "I’ve been trying to work up the nerve to ask you out for a while now. " He looked over at her to gauge her reaction and was surprised to see her jaw dropped open in surprised shock.

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"Y . . . you wanted to ask me out?" she asked, her voice shaky.

He nodded, looking down at his feet. "Uh-huh. I was terrified you’d say no. "

She couldn’t believe her ears! She was making a cute guy nervous! And that was before she’d changed her look!

"Peter, I . . . of course I would have said yes," she exclaimed. "I always thought you were just being nice to the . . .

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He laughed nervously. "Sara, you’re not a nerd. I could always see the pretty girl hiding under all those loose clothes. " He nodded to Karen, who had her head stuck under the hood again as Mike pointed out another feature of the engine. "And so could Karen. " He looked back at her. "But I never expected . . . this!"

Before she could think of a reply, Mike closed the hood and he and Karen walked over. "So what time do we pick you up?" Mike asked, looking from Karen to Sara.

Karen shrugged. "If you could pick us up by 7:30 we could make the eight o’clock show. "

Mike nodded.

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Before Sara could answer him, Karen spoke up. "Pick us both up at my house. 116 Westlawn. We’ll both be there. " She winked at Sara.

"116 Westlawn; 7:30. Got it," he replied. He and Peter got into his car. "We’ll see you then, ladies. "

He fired up the car and Karen gave him the thumbs up at the sharp crackle of the exhaust as he put it into gear and idled from the parking lot. Peter waved to Sara as they passed by and she waved back timidly. She still couldn’t believe she was going on a date with him! As they pulled onto the street, Mike honked and leaned on the throttle a little more, causing the rear tires to complain and the front suspension to raise as they shot off down the road.

Karen clucked her tongue. "That’s one amazing car!" She turned to Sara with a grin.

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Sara was actually thankful that Peter wouldn’t have to see where she lived. She shook her head as they climbed into the Sunfire. "No, that’s a good idea, but I feel funny about borrowing your clothes. "

Karen waved her off. "Don’t give it a second thought. My father always says that I have enough clothes for two anyway!" She started the car and began to ease from the parking lot. "However, you do need to get a few things of your own. Underwear, for example. "

"But I have underwear," Sara protested.

Karen steered onto the street and headed toward the nearest mall. "Yes, but you need sexy underwear. Something that’ll make Peter drool when he sees it!"

Sara’s mind automatically weighed the cost of buying some sexy new underwear.

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"Karen! It’s only a first date! There may not even be a second!"

She laughed. "I know, I know. But if there is a second date, or a third, or however many it takes, at some point you’re gonna want to get naked and see what happens!"

Sara laughed nervously. "Yeah, well, maybe. " She turned and looked out her side window. The vision of her mother having sex all those years ago suddenly flashed through her mind.

"Sure!" Karen said, glancing across at her. "You’re young; you like each other. Who knows what might happen?"

Sara looked down and shook her head. "But I’ve never . . . " She hesitated, not knowing how much about her lack of experience she should reveal to her new friend.

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Karen pulled the car into the parking lot of the mall and found a spot. She put the car into park and looked over at Sara, who sat nervously chewing on her lip.

"What? You’ve never had sex? So what? It’s no big deal. "

Sara took a deep breath, then let it out before speaking. She looked down at her hands, which were clasped together over her bare midriff. "I’ve . . . never even kissed a boy," she said quietly. She glanced over at Karen, who sat there watching her and listening. "I’ve never even been on a real date before. " She slumped back in her seat and sighed. "Am I a loser or what?"

Karen smiled and touched her arm. "No, Sara, you’re not a loser. Maybe a little sexually naive, but that’s nothing to be ashamed of.

Sara couldn’t help smiling as she remembered what Peter had told her. "He told me he’s been trying to work up the nerve to ask me out for a while now. He was afraid I’d say no. "

Karen raised an eyebrow and gave her a little smile. "Really? Now that’s interesting. " She opened her door, got out, and began walking toward the mall. Sara did the same, trotting to catch up to her as she neared the mall entrance.

"What do you mean by that?" she asked.

"Think about it," Karen replied. "He liked you before you started wearing sexier clothes, which means he likes you, not your new image. How do you feel about him?"

Sara looked down and didn’t answer.

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"Well?" Karen urged with a playful grin, poking her in the ribs.

She jumped and laughed nervously. "Ok, ok! I guess I like him, too!"

Karen gave her a knowing smile. "Then you’ll definitely be needing some new lingerie, my dear," she said, steering her toward the Victoria’s Secret store.

They browsed through the store for almost an hour. Karen made suggestions, some of which Sara liked and some that were completely outrageous. Convincing Karen that crotchless panties were a little too much, she finally settled on a pair of red lacy thong panties and a matching push-up bra which made her smallish tits seem almost normal sized. Karen insisted on putting it all on her Visa card, promising her that she could pay her back if she wanted to.

Back at Karen’s house, they searched through her closet looking for the right outfits. They both agreed that they wanted sexy, but not slutty. That might give the guys the idea that they were easy, or teases. Sara finally settled on a short denim skirt and a red halter-top, with a white blouse over it. Karen chose a pair of tight jeans and an equally tight t-shirt, although she wore a bra tonight. Sara sat on the bed and watched as she finished applying her makeup.

"What if he wants to, you know, make out? Kiss and stuff?" she asked nervously.

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Karen shrugged and looked at her in the mirror as she unscrewed the cover from her eyeliner. "Do you want to?"

"I don’t know," she replied thoughtfully. "I think so. "

Karen leaned forward to apply her eyeliner. "So what’s the problem?"

Sara sighed. "I’ve never kissed anyone before. What if I do it wrong?"

Karen finished with her eyeliner and checked herself over before turning around in her chair. "Would you like to practice?"

"With who?"

Karen got up from her chair, went over, and sat down on the bed next to her. "With me. "

Sara stared at her, a look of disbelief on her face. "What?! No!"

Karen sighed and put a hand on her arm. "Relax, Sara. I’m not hitting on you. It’s how I learned. My best friend back home taught me.

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Sara looked skeptically at her. "Really?"

Karen nodded. "Uh-huh. It’s not gay or anything. We’re just practicing. Besides, who’s gonna know?"

Sara looked at her. Maybe it wouldn’t be so bad. It was just a kiss, after all. And it wouldn’t be as embarrassing as doing it wrong with Peter! She inhaled a deep breath and nodded. "Ok, let’s do it. "

Karen leaned closer. "Ok, here goes. When you feel my lips part, open your mouth and follow my lead, ok?" Sara nodded, suddenly realizing that her first kiss was going to be with another girl. She closed her eyes and felt Karen’s sweet breath on her face a split second before her warm, soft lips pressed to hers. Karen parted her lips and she remembered to open her mouth an equal amount.

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"You’re a natural!" she said with a wide smile. "How did it feel?"

Sara smiled demurely. "It was . . . nice," she said softly.

Karen nodded in agreement, then asked, "Do you want to learn how to french-kiss?"

"What’s that?" She’d heard the term before, but didn’t know what it meant.

Karen grinned. "It’s like what we just did, but you put your tongue in the other person’s mouth. "

Sara gave her a disgusted look and Karen laughed. "I know, it sounds gross! I felt the same way when it was explained to me, but it’s really fun!" She smiled seductively, "And very sexy!"

Sara thought that it just sounded gross, but Karen had been right about everything else so far. "Well .

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Karen moved back in so her face was just inches from Sara’s. She was so close, Sara could see the pores of her skin and the little flecks of yellow in her green eyes. "You can pull away if you don’t like it," she said softly, her eyes fixed on Sara’s, "But I promise you will!" Sara nodded and once again closed her eyes. She wasn’t exactly sure why she did it, but it somehow made it easier. Maybe she was trying to fool herself that she wasn’t actually kissing another girl, even though it wasn’t entirely unpleasant, and maybe even a little erotic.

She felt Karen’s mouth on hers and automatically parted her lips, resuming their previous kiss. After a moment, she felt Karen’s tongue touch her lips, then slip between them and into her mouth, teasing her own tongue. The feeling was incredible! When Karen pulled her tongue from Sara’s mouth, Sara immediately pushed hers into Karen’s. She was really enjoying the wonderful feeling of this close, intimate contact.

They continued for a few seconds, then Sara felt Karen’s hand on her head, caressing her hair as they continued their increasingly passionate kiss. Finally, they pulled apart and stared into each other’s eyes, gasping for breath. Karen was the first to speak.

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"Wow, that was great!" she breathed, chewing on her lower lip.

Sara nodded. Like Karen, she had also sensed that the kiss had progressed past the instruction stage. She had very much enjoyed the feel of the pretty brunette’s mouth on hers; her sweet breath; the feel of her warm tongue; and the unmistakable passion of their kiss.

Before she realized what was happening, Karen pulled her face to hers and kissed her again, her arms encircling Sara’s neck and back. Sara was at first shocked, then relaxed a little and returned the kiss, hesitantly wrapping her arms around Karen’s neck. They fell back onto the bed, their lips pressed together and their bodies locked in a passionate embrace. After a few minutes, they pulled apart and lay looking deep into each other’s eyes, still holding each other.

"Does . . . this mean we’re gay?" Sara asked timidly, finally breaking the silence. Karen smiled and gave her a quick kiss on the lips before sitting up and running her hands through her disheveled hair.

"Well, I don’t know about you, but I still like guys!" She turned around and smiled at Sara, "But you are a great kisser!"

Sara smiled and sat up, glancing at the clock on the night table. "It’s after seven.

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By the time they had fixed their hair and makeup and straightened out their rumpled clothes, it was 7:20. They got up to go out and wait for the guys and Karen touched Sara’s arm, stopping her at the bedroom door.

"After they drop us off, do you want to stay here tonight?"

Sara thought for a second, then smiled and nodded. She wasn’t exactly sure what had happened between them, but she knew she wanted to explore it more. Karen smiled, gave her a quick hug, then they pulled on their jackets and started toward the living room to wait for Peter and Mike.

Chapter 7

As the girls walked down the hall, there was a quick knock on the front door. Sara nervously looked at her watch. 7:23. They were early. She took a deep breath and tried to keep her knees from shaking as she watched Karen go over and open the door. It was only Peter, for god’s sake! She spoke to him every day at school! ‘Pull yourself together!’ she silently scolded herself.

Karen opened the door. Mike and Peter were standing on the front porch, each looking nearly as nervous as Sara felt.

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