It was a dark night and I went to sleep over at my friend's house. I was walking outside, it wasn't far. My name was Lindsey. My friends name was Lilly. I was a Lion, and she, a wolf. We got along well together but I was always a little nervous around her. I didn't want Lilly to know I was a lesbian, I mean I really liked her, and it was killing me to keep it in. I was glad I got to go over to her house tonight. It's our first sleepover together. I walked to the door and knocked. Waited a few seconds and her mom walked up to the door and opened it. "Oh hello Lindsay. Come on in. Lilly is in her room. Upstairs, first to the right." I nodded, "Yes ma'am." I went upstairs and stopped at the door first to the right, knocked and waited. It was a few minutes before I heard a muffled voice. "come in..." I walked in. The room was...clean! I've never seen a room so clean. Lilly sat on her bed. I dropped my things in the corner. "so what are we planning to do tonight?" I asked as I sat in a chair that was in front of her desk. "We could play games on my laptop, rent a movie, order a pizza, play playstation, watch tv..." she thought for a moment. "I do have some D&D books if you like. I got a story and everything." she smiled. "I'm not into D&D...but the rest is cool. whatever you like is fine." I smiled back. "Good. I'll get my mom to get the pizza. We'll stay in my room the whole night. Oh did I tell you? I got an internet connection for my laptop today." She leaped off the bed. Her perfect breasts made a small bounce. My heart leaped. The way she moved, talked, walked. They seemed so enchanting. I sighed slightly. If she knew, she would hate me. "Lindsey? Are you ok?" She asked looking a tad concerned at my dejected stare at the ground. "Oh!" I forced a grin. "Just thinking." She smiled back to me and booted up her laptop, and dug out her playstation games. She ordered a pizza, and we played video games until eleven at night. She looked at me and sighed, "I have something to confess Lindsey...and I will understand if you want to sleep in the living room." she looked at the controller. "i'm a lesbian." she began sobbing. "And I like you...that way..." 'Poor Lilly' I thought 'she is so scared she'll lose me...when she really gained more of me...' I shook my head and smiled. "Lilly...I'm a lesbian too...and I like you...that way too." Lilly and me smiled at each other so big. I leaned over and gave her a kiss, which she met and she also laid her hand on my cheek. I slipped my tongue into her mouth, she delightfully played with it with her own tongue. I was in such bliss. Suddenly it stopped she looked up and whispered. "Mom's coming upstairs....and I wonder where the hell the pizza guy is." Her mom came through the door with a sigh and a smile. "The pizza's finally here. The delivery truck had a flat tire AND a break down, not to mention getting lost." She smiled bigger. "Eat up you two." She set the pizza down and left the room. We both ate at our halves of the pizza hungrily and finished it within ten minutes. A personal record that still holds. We played video and computer games until Lilly's mom went to sleep then Lilly suggested something rather nervously. "Um...my parents are asleep...so...ah...you wanna get in bed and uh.... have some fun?" she looked so bashful, and just by coincidince I had just gone into my first heat. I nodded. "I'd love to." She smiled so big, I smiled to just because she did. We both stood and walked to each other hugging tightly, and pulled into a deep kiss. Our clothes came off then. It took a few minutes to get each other out of them. Lilly pushed me onto the bed and turned out the lights. She fondled my breasts and licked on my aroused nipples. "Ready" she asked moving down to where my pussy is. "Yeah." My heart was beating fast. She ran her finger along my slit slowly pushing it in, I gasped. I was still a virgin...was she? Lilly pushed it in and out real fast. It felt great! My heart was throbbing. She took her finger out and shoved her muzzle in. I arched my back trying to pull her in deeper. Little fires of passion and pleasure began lighting all over my body. I had to keep quiet. I wanted to scream. I wrapped my tail around one of her arms squeezing. This seemed to arouse her even more. She pushed into me deeply. It was more than I could take. I yipped and cummed for the first time in my life. It was wonderful. She licked it up taking my clit into her mouth and sucking hard on it, getting all the juice. She smiled "you taste great Lindsey" I smiled and pawed over to her. She was laying back. I had something differint in mind than eating her out. "Ready?" I asked. She smiled and nodded. I slipped a finger into her slit and her head whipped back with a silent moan. I began slowly slipping other fingers in. She looked very anxious so I quickly shoved my whole hand in. "Yessssss!" Lilly hissed. I was enjoying myself. I balled my fist and drove it deep into her pulling it back aways then thrusting it back in. She continued fisting her. She screamed as she cummed. Her parents ran in. Wondering what was happening and they saw Lindsey with her fist up their daughter's pussy. They were mad...VERY mad.