I had wanted Pam almost since the day I moved into her apartment. As I got to know her, I decided that it would be difficult but not impossible to seduce her; I never guessed that she would respond so eagerly to a change in our relationship. I had not consciously planned to take advantage of her vulnerability that night. The purpose of the wine was simply to help her relax. I did not realize I had grabbed the aphrodisiac candles until I lit them. The warm oil was a necessary part of the massage, but I did not intentionally choose my personal "passion" oils. Well, it all worked out for the best, for both of us. Over breakfast that next morning we talked. Pam expressed surprise that someone with my looks would have trouble finding a man. I told her I had slept with a few men - and enjoyed it - but I had trouble establishing solid relationships with them. I told her about my initiation to lesbianism, and my two long-term affairs with women, and how I had been in limbo since my last girlfriend moved out of town. Reluctantly, Pam admitted that she had been raped years before and had feared men ever since, but that she had never imagined herself with another woman. We talked a little bit about masturbation and how unsatisfying it was. I think my directness made it easier for her to open up a little. After we had both showered and dressed, I announced that we were going shopping. My destination was an exclusive little boutique I knew about, which carried all manner of sexy lingerie. It also happened to have private dressing rooms, as well as a good selection of adult toys available in a back room. I convinced Pam that she had no reason to wear plain cotton panties and bras when silk and satin felt so much better, and soon we were loaded down with items to try on. I led her to a dressing room for two, with a padded bench, a three-way mirror, and a screen to change behind. We took turns modeling our selections, with plenty of giggling comparisons. Pam had a gorgeous body, petite but voluptuously curved. I praised her assets lavishly, forcing her to view herself as a desirable sexual being. She blushed at first, but later I caught her studying her reflection a little more thoughtfully than before. Once she was accustomed to the idea of wearing sexy things, I ducked back out into the store for a few more items for each of us. The first thing I tried on for her was a filmy little nightgown over a matching g-string. Pam was quite vocal in her admiration, and I noticed that her eyes were beginning to glaze over with lust. I sent her behind the screen to try on a lace teddy I had selected, while I quickly changed into a backless satin slip with a plunging neckline. She came out looking a little flustered: the teddy was wired to lift her breasts high and the fabric barely concealed her nipples. I stepped behind her and tightened a couple of the hooks, causing most of her breasts to spill over the neckline. Turning her to face the mirror, I ran my hands over her flat stomach and rubbed my satin covered breasts against her naked back. "You look beautiful, sweetie," I whispered in her ear. When I lightly kissed her neck, she relaxed in my arms. I ran my hands over the bare upper swell of her breasts and looked down over her shoulder. "The view from here is fantastic!" Her nipples hardened against my palms, and my pussy throbbed in response. Turning her by the shoulders, I kissed her hard. Her mouth opened immediately, and her tongue tickled at mine. Her hands slipped up under my slip to squeeze my ass. I had no idea how I was going to wait until we could get home. Gruffly, I told her to try on the last outfit I had brought in. When she went behind the screen, I shakily began dressing. I had just tied my shoes when I heard her call my name. Looking confused, she wore the bustier/garter/panty combo I had chosen. Again her breasts were pushed high, straining against the sheer white silk. A red ribbon bow was placed strategically over each nipple, and I knew she did not understand its purpose. The lacy garter belt nestled just below her navel, and another little red bow was attached right at the point where the see-through panties disappeared between her legs. The sight of her left me dripping. "Come over here," I commanded softly. She stepped up to where I sat on the bench. With a mischievous smile, I reached up and tugged at one of the ribbons. The edges of the fabric sprang apart, and her rigid nipple peeked out to taunt me. Unable to stop myself, I leaned forward and took it in my mouth. Sucking gently, I untied the other ribbon and rolled that nipple between my fingers. After tensing briefly from surprise, Pam grabbed my head with both hands and pressed closer. When I switched sides, I could smell her musky arousal. She moaned softly as I pulled her nipple to a state of high sensitivity, but I knew instinctively that she was not ready for public sex, even in a closed dressing room. Controlling myself, I put my hands on her waist and kissed her bare belly lightly before pushing her away. "God, I can barely wait to get you home. Pick out what you want to buy - including this outfit! - and get dressed. I'll meet you at the register." I stood up and grabbed my purse and the things I wanted as she stumbled toward the screen. Then I had a wicked thought. "Pam . . . keep those panties on. Just tell the cashier and she'll ring them up." Dropping my selections at the register, I hurried to the back room. After a little help from the well-trained clerk, I emerged with a couple of items that were more suited to Pam's first experience with toys than anything in my collection. My purchases were in the bag and I was signing the charge slip when she came out of the dressing room. Five minutes later we were in the car and I was concentrating very hard on obeying the traffic signals. At the last stoplight before our turn, I noticed that Pam was looking out the window and breathing deeply, obviously trying to control her excitement. I reached over and curled my hand over the inside of her bare thigh, just under the hem of her miniskirt. She caught her breath, and then exhaled without turning toward me. Moving quickly before the light could change, I slid one finger further up, dipped it into her wetness, and brought it to my lips. Her head jerked around; as I suspected, she had not realized the panties were crotchless. As she blushed and bit down on her lip, I hit the gas and made a wild turn into our parking lot. When I turned from shutting the apartment door she was right there, wrapping her arms around my neck and kissing me hungrily. "I can't stand it any longer, Jenny! I want to touch you and taste you, and I want you to touch and taste me. Now!" Smiling, I held her close and rubbed my pelvis against hers. "All that and more, honey," I promised. "Go put the little white outfit back on and then come to my room." By the time she knocked hesitantly on my door, I was ready. Several burning candles gave off a sensuous aroma, the bed was covered in a satin coverlet I rarely used, a selection of toys was within easy reach on the far side of the bed, and I was wearing a sheer black silk camisole and thong. Pam looked adorably confused, her normal reticence warring with barely restrained desire. Smiling to see that she had even bought a pair of white stockings to wear with the garter, I took her by the hand and led her to the bed, urging her to lie back against the pillows while I lay beside her. Telling her to lie still, I ran my hands all over her body, telling her how sweet and innocent she looked dressed all in white, but how naughty it was to tease me with those little red bows. I pressed my face into her throat and made little circles with my tongue, while my hand caressed the bit of bare skin between the garter belt and her panties. Kissing my way across her chest, I plunged my tongue into her cleavage and moved my hand to the soft skin above her stockings. She stirred restlessly, and I looked up in time to see her surprised delight at the feel of the satin beneath her. Her lips parted as she tried to control her breathing. Enticed by their ruby softness, I covered her body with my own and kissed her deeply. I pressed a leg between hers, and when she accommodated me I felt her wetness against my thigh. Mouths locked together, we rubbed and strained against each other until we were both breathless. When I fell back against the pillows to catch my breath, Pam rolled over and straddled my hips, pressing down hard. Her juices dripped onto my panties, moistening my mound, and I sensed her desperate need to come. Delighted by her unreserved lust, and deciding to save lessons in self-control for later, I pulled her face down for another kiss. As her hips lifted, I shoved one hand between our bodies and carefully positioned two crossed fingers. Unable to bear the loss of contact she soon tried to press her pussy against mine again. As she settled down, I pushed my fingers easily between the split panties and inside her wet and gaping hole. She froze with a startled gasp, but I held her hips down with my free hand. "How good does that feel?" I asked softly. When she moaned an answer, I let go of her hips and tugged at the ribbons that kept her nipples contained. They popped out and seemed to strain toward my lips. "Bend over me, just like that. Let me suck on your lovely tits while you ride my hand. Think about how exciting it is to make love with clothes on. Think about how wet you've been all morning, how much you've wanted to do this. Come for me, baby. Come for me now." Tentatively at first, she began to move her hips back and forth. I wiggled my fingers inside her sheath as I latched onto one breast. With her nipple hard and sweet against my flickering tongue, I began to suckle hungrily. Her wordless cry rang out as she lifted up and pressed down again. Soon she was frantically fucking my fingers, practically sobbing with need. Shifting to the other nipple, I slipped a third finger into her and arched my palm so that it came in contact with her clitoris. As she ground wildly against me, I felt her muscles begin to spasm. Biting down gently, I tugged hard on her nipple and sent her over the edge. She collapsed on top of me for a minute, and then rolled to the side. I lifted my wet hand toward my mouth, but she grabbed it and began kissing and licking her own juices off my fingers. "Thank you, Jenny," she gasped. "That was so exciting. Now I want to make you feel it!" She started to lift my camisole to get at my breasts, but I stopped her. Stretching toward the edge of the bed, I reached down and picked up my favorite dildo. It was cordless, fairly large, and quite realistic except for the power control at the base. Pam's eyes widened, first in shock and then in fear. She tried to scoot backwards across the bed, but I held firmly to her hand. "I want you to use this on me, Pam. It makes me come like crazy. Don't worry, I'll show you how to use it right. God, I get excited just holding it and knowing how it will feel inside me. I want to watch you put it in me. Please, Pam?" Merciless, I pushed her hand inside my panties and rubbed myself against her fingers. "Please?" She took a deep breath and nodded. I told her to sit between my knees, and while she pulled my panties off and tossed them aside, I piled the pillows behind my back so I was half-sitting. Then I draped my legs over her knees, spreading myself wide for her. She licked her lips when she saw how wet and ready I was. "Okay now, you just do whatever I tell you. First, twist the dial on the bottom to the first mark; that is the low setting. Now turn it to the fifth mark; that is the high setting. You can use any setting any time you wish, but at the very end I like it best on low. Okay? Now start by turning it to low and pressing just the tip against my clit. Oh yeah, that's nice. Rub it around in my juices just a little, then taste it." As I suspected, once she had another taste of me she was ready to do whatever I asked. I coached her in how to lick it, and the shinier the dildo became with her saliva, the hotter I got. My hands were on my breasts, kneading and pinching the nipples. When my hips twitched, she smiled wickedly and put the vibrator against my hole, twisting it until the tip was covered in wetness before bringing it back to her lips. Groaning, I watched her lick it clean and then get it wet all over. I could not stand the suspense anymore. "Put it in me now, Pam! Slowly . . . just a little bit at a time. Ah god, that feels good. Yes, a little more . . . more . . . oh, you bad girl, that's the highest speed . . . aaaahhhhhh! Yes, please, all of it! Fuck me, Pam!" She was a natural. As I watched, she worked me slowly then rapidly, seeming to sense when the time was right to back off. She brought me to the edge and held me there repeatedly, occasionally stopping to lick the dildo clean while forcing me to cool down a little. At last she decided I had had enough. With the vibrations on high she gave me several fast, hard strokes. When she felt me tensing, she flipped the dial to low and shoved the dildo deep inside me. Slowly she pulled it partway out, then pressed it back in just as slowly. I cried out and thrust my hips upward as my orgasm started, but she maintained a steady rhythm that forced me to peak after peak. I do not know how many times I came before she let me come back down to earth. When I looked up again, she was licking the vibrator clean one last time. Weakly I started laughing. There she was, dressed in her virginal white, sitting cross-legged with her panties gaping open and her hardened nipples framed by untied red ribbons, sucking on a large fake cock. If I had had the slightest idea that my prim roommate could behave so erotically, I would have seduced her weeks ago. Lurching upward, I pulled the toy away from her and tossed it aside. Kissing her hard, I pushed and maneuvered until she was on her back with her legs wrapped around my hips. Unhooking the front closure of the bustier, I bared her beautiful breasts and devoured them until she was gasping for breath and pumping her hips against me. When I was sure she was fully aroused, I grinned down at her. "Now it's your turn, baby doll." "Mmmmm," she moaned. "Tongue fuck me again." "Uh-uh." I reached across the bed and grabbed the things I had bought earlier, and then set about arranging her against the pillows so she could watch what I was doing. She looked delicious, lounging against red satin and lacy pillows, wearing only white stockings and panties, flushed and panting with desire. Unfortunately, when I showed her the slim dildo I had bought, she immediately grew tense and fearful. I had anticipated that, and knew exactly how to relax her again. "Listen to me carefully, Pammy. You had a bad experience with a man who wanted to hurt you. But I would never hurt you, and I'm not a man, and this isn't a man's cock." I held the bright green dildo in front of her eyes, and coerced her into wrapping her fingers around it. "See there, it's just a pointed tube, not cock-shaped like the one I use. And it certainly isn't the same color as a man's." She giggled a little and nodded. "It isn't as hard or as big, either. Look, it is barely as wide as my three fingers, and you can certainly accommodate them. It's made of soft foam, with just enough plastic coating to make it hold its shape. Now I just push this vibrating egg up into the end of it, and I can adjust the speed from the other end of the cord. See, there is nothing to be frightened of. You know I will make sure you are ready before I use it, and if it upsets you too much you only have to tell me to stop. Will you let me try it on you?" Pam took a deep breath, held it, and finally nodded. I leaned forward to reward her with a kiss. After pushing her feet up and apart, I placed the tip of the dildo against her hole and turned the vibrator on low. Holding it in position with my knee, I kissed her again before distracting her by licking my way down her body. By the time I got to the tender flesh of her thighs, her juices were drenching the dildo. I sat up and began rubbing the length of it slowly up and down her slit, preparing her and it at the same time. "Watch, Pam. See how slippery you have made it? Now it will slide into you easily, but we'll take it nice and slow so you can enjoy every inch." I lifted it and put the end in my mouth, giving a satisfied sigh. I rubbed it against her again, and offered her a taste. Then I used the end of the dildo to transfer her juices to her nipples. She watched the process with wide eyes, and then moaned as I licked each nipple clean. Once more I rubbed the cock up and down, carefully pressing the vibrating tip against her clit. When it was dripping wet, I positioned the tip against her and turned the speed up a notch. Spreading my hand flat across her abdomen, I slipped my thumb down over her clit and began to stroke it. Her head fell back as she moaned. Ever so slowly, I pushed the first inch of the dildo inside her while continuing to finger her clit. When I was sure she had adjusted to the feeling, I gave her another inch. After a moment, I withdrew the dildo and then thrust it back slowly, but only the first two inches she had already taken. A couple of strokes, and I added another inch. Her hips arched upward, and I knew she was ready for all of it. Turning the vibrations down to the lowest level, I twisted and pushed ever so slowly while still stroking her clit. When the entire thing was buried deep inside her, I held it in place with my hand and bent forward to suck gently on her clit for a minute. Sitting up again, I noticed her eyes were tightly closed. "Pam, open your eyes. Look down here; I want you to watch what I'm doing to you. See how easily it slides in and out of you?" I pressed my hand harder against her pelvis and resumed diddling her clit, pushing the dildo home once more. "Can you feel it inside you? Isn't it filling you better than my fingers ever could? Now concentrate on what you feel as I pull it out and then push it back in." Her breathing grew ragged, but she obediently watched as I fucked her with the bright green dildo. I took my time, pulling it completely free of her body and then reinserting it as slowly as possible. As she watched it sliding into her, I felt the tremors go through her body. Gradually increasing the speed of my movements, I began talking her through to her climax. "Does that feel good, honey? Do you like watching me fuck you? Look how wet it is with your cream. After you come for me, I'm going to lick you clean." She trembled again, and her hips rose to meet me. "Ah, do you like the thought of my tongue in your slit? Does it feel good when I push deep into you? How about when I pull it out, and it strokes your insides? Are you going to come for me, Pam? Do you feel the explosion building?" Her moans filled the room, but her gaze remained riveted on the action. Without warning, I turned the vibrations up to high and began fucking her rapidly. "Reach for it, Pam. Watch me make you come. That's it baby, work those hips. Feel it filling you up. Come for me. Come now, Pam, come now." With a long keening wail she did as I told her. Her climax seemed to go on forever as she pumped her hips against the dildo. I thumbed the control back to low and held it steady, letting her set her own pace for the last few thrusts. When she started to come down, I bent double and began licking at her clit, sending her soaring again. When the tremors began to subside again, I pulled the dildo free and thrust it hard and deep one last time, giving her a third orgasm in as many minutes. Tossing the toy aside, I buried my face between her thighs and began licking and sucking up the juices that were flowing out of her. With my tongue thrusting deep into her pussy, I reached up and tweaked her nipples hard, giving her one last quivering spasm. As she lay gasping for breath, I lay down beside her and pulled her into my arms. Holding her quietly until her breathing and heart rate returned to normal, I smiled to myself at the knowledge that we had gotten past the worst of her fears. As I dozed off, I thought about introducing her to the other toys in my collection. Nude dancing with the ben wa balls in our pussies . . . putting her in the strap-on harness and sucking her tits while she fucked me . . . and that double-headed dong that caught my eye in the back room of the lingerie shop . . . . . .