Continued from part 1.... Already I could see that the breast pads in her maternity bra were soaked. Dark circles were appearing on her shirt at the tips of her huge tits. "Vicki, can you use your fingers to force the milk out?" "No, that just doesn't work. It gets the milk started, but it won't do well enough." She was still scanning through the phone book, I think nearly on the verge of tears. "Maybe I should call my doctor. He could talk to the insurance company." "Well, all you really need is a baby." "Great," she glared at me. "Where am I going to find one of those?" "I'll volunteer," I replied half jokingly. The joke suddenly sent signals to my groin and I stared openly at her breasts. "Right." "Well, you could wait until your tits exploded." She turned back to the phone book. "Listen Vicki, I'm serious. I'd do it for you." "Yeah, I'm sure you would." "Well, problem solved then." She actually looked as though she considered it for a moment, then replied: "No way, you'd enjoy it too much." So might you, I thought. "You're running out of choices. Besides, I'd promise not to enjoy it." She laughed at that. "Right." "No one would ever have to know, and tomorrow morning we'll buy you another pump." She paused for a moment. "Just what are you purposing that you do to help me?" As if she didn't know. "Nurse?" "Babies aren't the only ones with suction. It's not like a sex act or anything." She was quiet again and went back to the phone book for several minutes. A hand went up to rub the side of one throbbing breast. "If I agreed to this, how would we do it." "I take it Rick has never tried this before?" I myself had only once. Amy's breasts were just too sensitive to allow it. "No, don't be gross." "Why is it gross? Your baby does it every day." "That's different." "How?" She paused again. I could see the engineer's mind looking for alternatives, but I had given her an easy way out of the problem, and it was getting critical. "You wouldn't tell anyone?" she asked. "Who would believe me?" "If Rick were to find out..." "There's no way he could find out. This isn't something to feel guilty about. We're friends Vicki, I think maybe our friendship could survive this." "I don't want you to touch me." She said. "How would we do this?" "You would sit on the bed, and I'd put my head in your lap." "I can't sit like that, I've tried it while feeding before. I have to have my back against something." The headboards on these beds were made up of shelves, and clearly could not support someone's back, and the pillows were too small to be of any use. "Then I'll sit on a chair, and you sit facing me on my lap." I couldn't fight the erection groin in my jeans, I only hoped that she wouldn't see it. At this, I got up and told her to stand up. Between the frustration, the pain, and her exhaustion, Vicki seemed to give in. The chair for the desk had no arms, so it would work perfectly. I moved it into the center of the room, between the two beds' footboards. She looked at me sternly and said: "I'm only doing this because I'm in incredible pain." "So am I. I'm only thinking of you." I couldn't hold back an ear-to-ear grin. "Right." She moved over to the desk lamp and shut it off. "You don't need to turn the lights off," I said taking my seat. "Wrong." Hotels have about a million different lights in the rooms (none of which are bright enough to do any good). She moved to the entryway to turn off that light, then the two headboards, then the nightstand, and then the hanging light over the table. She also made certain that the drapes were together. She did, however, leave the bathroom light on. Next she took her shirt off, but all I could see was her silhouette against the drapes. I realized that she was opening the nursing flaps on the bra, and removing the nursing pads (these round funky pads that soak up milk when a woman starts to "leak"). She moved to me, hesitated a moment, then straddled my lap placing her hands on the back of the chair to either side of my head. I could make out the outline of her breast protruding from the bra, but it was too dark to see the nipple. She started to move her breast towards my mouth. "Let me do this," she commanded. I was only happy to be here. I felt her right nipple press against my lip. As I opened my mouth I felt a high pressure stream of warm liquid hit the back of my throat. I moved forward until my lips circled her nipple and pressed firmly against the flesh. A gasp escaped her lips as the pressure was released. The milk was very warm, but being body temperature, I almost couldn't feel it in my mouth, but I could definitely taste it. Breast milk is very sweet, and really not too bad. As I sucked on her breast I could feel the nipple harden between my lips and I couldn't help but tongue it a few times. Each time she gasped, but didn't pull back. The breast was also getting very warm, a side-effect of producing milk. By this time I had a full erection, but she sat back near my knees and couldn't feel it; and in the dark she couldn't see it. I didn't let it worry me. I just went with the feeling. As I continued to nurse and lick her nipple she started to slightly squirm until at one point she pulled her breast completely away. "What's wrong?" I asked. "Sensitive." She replied. "Am I hurting you?" Her voice turned to a whisper. "No, it's just sensitive." Even in the dark I could tell that she was blushing. "Well, you can't run away," and with that I slipped my hands around her waist and pulled her towards me. My mouth made contact with the top of the bra, and I followed her curves back down to naked flesh. I then extended my tongue, licking my way back to the nipple; she actually moaned aloud. I pulled her even closer and I felt her come in contact with the bulge in my jeans. Due to the fact that she had on a miniskirt, only the thin material of her panties separated her from my jeans. My cock pressed hard against her as I continued to nurse. Obviously feeling my erection, she tried to pull away, but I had her firmly about the waist. The movement only accented her squirming, and I intensified my sucking and tongue action. Her left breast kept hitting my right cheek, soaking it with leaking milk. Within only a few moments her attempts at escape became gentle rubbing against my bulge. The milk became thicker, and I knew this breast was about done. As the right breast went dry, my hands went up to the back of her bra. I quickly unhooked it. She didn't say a word. As I took my lips away from her nipple, I pulled the bra forward, and down her arms. Running my hands up her stomach to her chest, I cupped both enormous breasts. I guided her left breast to my mouth and began to nurse again. My left hand toyed a moment with her spent breast, and with her nipple which was nearly 1/2 an inch long. She started to rub her crotch against my cock again, and I could only imagine that her panties must be soaked. I couldn't smell her however due to the aroma of the milk. As I started to quickly tongue the left breast, and tug gently on the nipple of the right one, Vicki began to intensify her movements. Within a few moments her hands left the back of the chair and wrapped around my neck forcing my face hard against her breast. Suddenly the movements became a bucking, and she started to moan loudly, an orgasm coming upon her. I continued to suck but her jerking became frantic and I lost her breast which then sprayed my face with milk. She continued to moan and rub her cunt against my cock. The next thing I knew two breast were hitting me in the face as she stood (while still straddling me) and leaned forward. A hand touched my crotch and traced its way up to my zipper. In seconds her hand was fishing through my open fly, and soon pulled my throbbing cock out. "Please," is all she said. Why she was asking me, I don't know, for I really didn't have a say in the matter. Using her right hand, she moved the crotch of her panties aside. Using her left, she grasped my cock and guided it against her hot, moist pussy. I felt the lips of her cunt spread open, and then she sat down, engulfing me in a very warm, velvety vise. "Oh God," I exclaimed. "Please," she repeated. "Suck me." I quickly found her breast again and continued to suck. Now her movements were up and down on my cock, and she continued to moan loudly. I could clearly feel the lips of her pussy around my shaft as she fucked me. Within seconds she had another orgasm and I followed immediately. It hadn't even taken 30 seconds from the time I entered her. I came in her cunt for at least a minute while she thrashed about, and while I continued to nurse. Despite the incredible sensitivity in my cock, I stayed in her and continued to suck. She merely sat still and breathed hard. I could feel her heart beating through her breasts and against my lips. As this breast started to go dry, she began moving up and down on my cock again, which had never lost more than half of its erection. Soon I was hard again, and she was moaning. Since the breast was now dry, I moved back to the other one and began to lick the nipple. "Yes!" She moaned. "Lick me." I continued to lick her, alternating from breast to breast. "Fuck me Vicki, common, fuck me." I said to her. She increased her pace and moaned louder. "Yes....fuck...." Noting that this talk seemed to turn her on, I tried some more: "Common Vicki, fuck me. Ride my cock. You're fucking ME Vicki. Do you like fucking my cock with your cunt?" "Yes..." is all she could say. Her head was back and she was using all of her energy to move up and down. "...I ...want IT again ." "You want to come on me again? You want to come on my cock?" "Yes..." "Then grind your pussy against me. Feel my cock in your cunt." This took her over the edge and her hips moved in a blur as she came on my cock again. She was just too wet, so I really couldn't feel her that well, and the speed was wrong for me, so I didn't come with her. Instead, I lifted her up (still attached to my cock) and moved to the bed. She went down back first, with me on top, her legs straddling my waste. I pulled out and took off my clothes, then quickly removed her panties, leaving her in only the mini skirt. I grabbed her ankles and spread her legs wide apart, then re-mounted her. My cock sunk down to the hilt, and I could clearly feel my balls against her ass. She moaned still again. I couldn't believe I was finally fucking Vicki, and that she was so turned on. In only a few more strokes I could tell that she was fairly numb, so I changed my attack. I pulled out of her and moved up to straddle her chest. Clearly perplexed she looked at me with questioning eyes. I reached down to her gigantic tits and rapped them around my hard, wet cock. After I began to fuck her cleavage, Vicki got the idea and replaced my hands with hers. My only regret is that I couldn't see too well in the darkness. Her tits were very firm. I could feel every inch of my cock sliding in and out between them. Vicki actually moaned slightly as she gave in to the illicit and unknown feelings that she was having, and I could see that she was rubbing her nipples with her index fingers while cupping her breasts, pushing them together. She also was grinding her hips at the air, so I reached back and inserted a finger into her cunt and found her clit with my thumb. After only a few more minutes of watching this, I came again, soaking her neck. While she didn't come again, she was too tired to care. She got up to go to the bathroom dropping her skirt on the floor. I was asleep before she returned. The next morning I awoke to find her beside me, still asleep. Dried milk covered part of my face and chest. I could hear a vacuum cleaner down the hall, and its sound had slowly awoken me. I turned to stare at Vicki. The blanket only covered her from the waist down, so for the first time I looked upon her magnificent breasts in the light of the morning sun. She lay slightly on her side, facing me, so that her right breast lay on the sheet, and her left breast lay on the right one. A man cupping both hands together might be able to encompass one of them. The skin was very tight, almost artificially smooth, with purple veins barely exposed thought the flesh. The nipples were light brown, almost pink, and now lay flat against the breast. Her beautiful blond hair was sprawled upon the pillow, and her lips slightly parted in a smile as she slept. I watched her for about a minute. Her breathing did incredible things to her breasts and I began to feel an erection once again. I checked my watch and found it to be 10:15 am. Neither of us had set an alarm. We were already over two hours late for the class - oh what the hell! The sounds of the vacuum seemed to be coming closer, so I quietly slipped out of bed and placed the DO NOT DISTURB sign on the door, ignoring the complimentary Wall Street Journal. Opening the door made the vacuum sound even louder, and the latch made a horrible click, but Vicki only rolled onto her back and sighed. Her tits gave in to gravity and spread slightly to either side. I crept back into bed and carefully covered her right nipple with my mouth, barely touching her flesh. Slowly I worked my tongue across the nipple and began to build up a suction. Just as milk began to flow, Vicki awoke in a haze and moaned aloud. I pulled my lips away for a second (getting sprayed with milk from the built-up pressure), and said: "Good morning." She didn't even try to resist, she just began to moan again. As I continued to nurse, she started to squirm. I slowly used my right hand to brush her left breast, then followed the curve of her body down into the sheets. I moved my hand over her stomach, past her bush (lightly touching the hair), and began to rub her inner thighs. By the time I had emptied the right breast, she was violently moving her hips, trying to bring her clit in contact with my hand. As I started to roll her towards me, so that I could reach her left breast, Vicki completed the roll and landed on top of me. I felt her hand grasp my cock again as she inserted me into her soaking pussy. This caused the blankets to slide down her back and fall to my knees, and for the first time I had a partial view of her brown bush (well, I knew she wasn't really a light blond). Her hand continued to hold the base of my cock as she fucked me. Her eyes were closed, her back was arched, and her tits obscenely hung down in front of my face. Using her free hand, Vicki placed the left breast against my face without opening her eyes. Taking the hint, I sucked the nipple into my mouth and was immediately rewarded with a flow of milk. She leaned farther forward and placed her hand on the headboard to hold herself up. The other hand had moved to my balls and was gently rubbing them. Up until now, my hands had ahold of her waist, but I slowly moved them down to her gorgeous ass and used them to accelerate her movement. This seemed to really turn her on, so I slowly slid a finger down the crack of her ass until I touched her hole. The gasp was noticeable. I moved my finger on down to where my cock plunged in and out of her. I traced her pussy lips with my finger, and then touched my shaft which was covered with her juices. Now wet, I slowly inserted the tip of my finger into her ass as I continued to suck on her tit. It sort of shocked me, but Vicki pressed hard against my finger, pressing it deep into her rectum, at the same moment taking my cock extra deep into her cunt. She screamed aloud, shook slightly, and collapsed on top of me in orgasm, her breast somehow staying in my mouth. I then started to come, filling her again with my load. She sighed loudly in pleasure as I slid my finger out of her ass. As our orgasms wound down, I continued to nurse until her breast was empty. For the first time, she kissed me directly on the mouth, tasting her own milk. We kissed like this for nearly five minutes. As long as I live I will never forget the feeling of her tongue against mine, her breasts pressing into my chest, and my cock in her pussy, growing stiff once again. She moved her hips slightly, acknowledging the developing erection within her. Moving like a cat, Vicki kissed down my chin, over my chest (sliding off of my shaft), and down to my stomach, her breasts tracing a path until they came in contact with my come-covered cock. Without even hesitating, my sweet innocent Vicki engulfed my cock, eagerly devouring her own cunt juices and my come. Those beautiful lips slid slowly up my shaft until just the tip of the head was exposed, and then she would slide my cock back into her mouth. After continuing this for about five minutes, I was as hard as I had ever been. She then took my cock from her mouth and began to lick up and down the shaft like it was an ice cream stick, her tongue lingering on the head. She would then trace the entire length down to my balls, and even slipped one of them into her mouth. I was going to come quite soon. Sensing this, Vicki began to suck my cock again, furiously licking at the shaft. Staring down at her bobbing head, swaying breasts, and overall nakedness, I shot another load into her mouth. I couldn't have had much come left at this point, but what there was she quickly swallowed. My cock was incredibly sensitive this time, and I had to make her stop. "I can't believe you've made me come four times this quickly Vicki. I've never been this turned on in my life." She smiled, obviously proud of herself. "I can't believe you made me come so many times either," she replied. "I guess we're gonna miss class." I laughed. "It looks like it." We then moved to the shower, both too sexual exhausted even for any groping. All we did was kiss. And passionately we kissed (especially for two people who had not yet brushed their teeth). I had to dress to go back to my room, and found that my shirt was covered with dry milk, and that the area around the fly in my jeans was covered with dried cunt juice. However, in the few steps back to my room, no one noticed. I retrieved my paper and put up the DO NOT DISTURB sign. My room had not yet been done up by the maid. It was then that I realized that the maid would know that we were checking out today, and would wait to do our rooms until after we left. The DO NOT DISTURB signs were most likely meaningless. Oh well, better safe than walked in on. By 11:30 we had dressed and checked out of the motel. I had done the best I could to clean my shirt and jeans so that Amy would not notice the stains when I returned home. I usually did my own laundry anyway, so this would probably not be a problem. Once I had loaded the luggage into the trunk, we got in the car and kissed across the console. I realized how carefree we could be while in another city. "I thought you didn't like me in a sexual manner, Vicki." She smiled and looked away. "I thought I didn't either. But last night I realized that I'm..." "That you're what?" She turned back and the tears started to flow. "That I'm in love with you." With that she started to cry. I chuckled and tried to hold her, the console again getting in the way. "I've known that I was in love with you too for quite a while. Why are you crying?" "I've cheated on Rick..." More sobs. I was quiet for a while, realizing that the guilt was hitting her. "Vicki. While we're together, our love creates a universe just for you and me. We're not quite like lovers, we're not quite like brother and sister, and we're not quite like friends. We have something different now, something good and special. In no way should it interfere with our other relationships. It's just between you and me. My love for you does not in any way lessen my love for Amy. Likewise, when you go home, what happened here has nothing to do with Rick anymore than it has to do with your aunt Martha." Her crying stopped and she laughed. "I don't have an aunt Martha." "An uncle Bill?" She nodded. "Okay, ...any more than it has to do with your uncle Bill." Within a little while she was happy again, and we got through lunch without too much trouble. We then drove around some more until time to check in at the airport. We talked about everything, except our night together. We even bought her a new breast pump, which she ended up using around 5:30 than evening at the airport. "I could do that you know," I offered. "I know." She actually smiled. "But I think I'll use the bathroom, and you're not allowed in there." "Okay, fine."