It was strange hiding inside a memory. To be honest, all this running around inside her mind from Vecna was strange. But no stranger than everything else she’d been through. But it was the most unnerving. She was used to having her life in danger now, but this was the first time she was being targeted by a telepathic psychopath from an alternate dimension, or rather this dimension sent to the upside down and now trying to open a portal to come back to theirs. It was even to make her already troubled mind spin. Their plan seemed to be working though. She’d lured Vecna into her head and hidden herself in the happiest memory she had, the school ball when she danced with Lucas. Since Vecna uses her trauma against her, she figured she had bought enough time for the others to find his body in the Upside Down. And she trusted Lucas to break her physical body out of her trance at the first sign of trouble.
It was strange seeing the school hall so empty with the winter decorations. It brought back a lot of memories. Happy memories. She looked across the dance floor to the spot where she kissed Lucas. Not their first kiss, but it felt like their first. The kiss that cemented their relationship. She was glad. For a moment she was worried which memory she might call upon to hide in. But this came to her immediately, without question. In her darkest moment, Lucas is her safe haven. She wished she’d realized that ages ago, instead of struggling on her own. She sat at one of the tables and took a deep breath, settling in to wait. She hoped they found Vecna before he found her.
She didn’t know how long she had been there. Time worked a little weirdly in here. It felt like almost an hour. It’s probably only been a minute. The silence was unnerving, but every so often she’d hear something outside the hall. It sounded like thunder. She tensed at every rumble, sensing Vecna closing in. She rose from her chair and stepped onto the dance floor, peering out of the dark windows into the inky void outside. The lights in the hall suddenly went dim making her jump, Turing around with her head on a swivel. He was getting closer.
Suddenly she felt a hand on her shoulder and she screamed, whirling around in a panic only to find an equally startled young woman screaming back. “Sorry” the young woman with a shaved head and weird pajamas said as she stood in front of Max. “Are you okay?”
“Huh?” Max gasped, staring in disbelief at finding her best friend here with her.
“Are you okay?” Eleven repeated.
She blinked at her looking up and down. “Yeah?” She said, reaching out to touch the girl. She stared and touched her clothes, her hair, her face, confusion in her expression. “Are you…are you real? Did I make you?” She asked.
Eleven took Max’s hand, squeezing it tightly looking into her eyes. “I’m real” she told her.
Max looked at her and saw it. She was really here. “How?” She gasped. Last she saw Eleven she didn’t have her powers and she was in California.
Eleven took a deep breath and explained “I piggybacked from a pizza dough freezer.”
Max blinked, now even more confused. “What?” But before Eleven could elaborate she shrugged it off and threw her arms around the girl. “Never mind” she said in relief. “I’m glad you’re here. I missed you.”
Eleven hugged her back tightly, replying “I missed you too.” They heard a rumble from outside, prompting both of them to glance up at the available windows to check the dark clouds. “It’s okay. He doesn’t know where we are” El assured her.
“Good” Max nodded, holding onto Eleven’s arms feeling safer already. Her tension eased up when the lights came back on and the rumbling faded. As if Vecna stopped looking, or was distracted. Maybe the others got to him and she was safe. She waited a moment to see if Lucas woke her up, but when she didn’t she turned back to El. “What now?”
“I don’t know. But I’m staying with you” she replied. Max nodded, relieved to hear that.
It had been ages since the two of them had seen each other and it was like they’d never been apart. But they had and the ache Max had been feeling came back as she stared at her best friend. She’d changed a lot but she could feel things were the same. Including how she had felt when they last saw each other. She felt the same butterflies in her stomach.
Eleven looked back at her, and then down at their hands which were still clinging to each other. She cleared her throat and told her “don’t worry. As soon as it’s safe we’ll…”
Her thought was interrupted when Max leaned in and caught her lips in a kiss. Eleven’s eyes widened as she stared at her, freezing briefly until Max realized what she’d done. “Shit, sorry” she gulped, stepping back turning bright red. It was an impulse, spur of the moment. Must’ve been the adrenaline. Her eyes fell to the ground suddenly unable to meet El’s gaze as she sheepishly said “I wasn’t thinking. I’m sorry, I didn’t mean to…”
Eleven interrupted her by cupping her face with a hand, gently coaxing her gaze back to her before leaning in to kiss her back. Max blinked in surprise as she felt their lips connect, staring at the girl dumbfounded. Eleven smiled shakily. “I missed you” she repeated.
“I missed you too” Max echoed, gazing at El’s lips feeling that urge to kiss them again. El felt the same, just like they did the day Eleven left. That longing, that attraction they’d been struggling with for months. Their eyes met and sparks flew. They felt their faces drift closer, their eyes closing as they met in another kiss, this one longer and speaking everything they’d been holding back.
Everything else seemed to suddenly melt away in that moment. They couldn’t explain what this was. They didn’t care. They were together and they needed each other. The two girls embraced and the kiss became deeper, passionate, desirable. It felt incredible and perfect, even if it was in their head.
The thought made Max’s eyes snap open and pull away suddenly. “Wait, what are we doing?” She gasped, glancing around. “Is this real?”
“Yes” Eleven replied. What she felt was real. The kiss was real.
Max felt it too, but her eyes were darting around. Her physical body was in a trace with Lucas. Eleven was in a…a pizza dough freezer with Mike. “Can…can they hear us?” Max asked. She didn’t why that was the question she asked. Not we shouldn’t be doing this? What about our boyfriends! Is this cheating? Should we be doing this?
Eleven glanced around at their surroundings. Sometimes her words would carry to her physical body, but she could disconnect if she wanted to. “No, they can’t hear us” she answered. She’d never kissed anyone during her travels through the mindscape before, she she wasn’t sure what Mike and the others were seeing. Ideally she was just lying in that freezer floating in water. She took Max’s hands and squeezed them. She sensed what Max was thinking, worrying about Lucas. Eleven couldn’t help but think about Mike too, but a part of her had wanted this for ages. She realized that now, this nights she stayed awake fantasizing about her. She liked her. Liked liked her. She didn’t want to ignore that anymore. “Do you want to stop?”
Max looked at her, biting her bottom lip nervously before taking a deep breath. She shook her head, throwing herself at her grabbing her head and kissing her aggressively. She was done denying her feelings towards El too. She liked her. She wanted to be with her, right now. Weirdness be damned, she won’t let her go again.
Eleven stumbled back against one of the tables as Max vigorously made out with her. She caught the redhead and kissed her back, their desire for each other taking over their senses. Their arms embraced each other as their lips mashed together, their bodies rocking back and forth in the school hall. Max had El pinned against the table until the girl pushed herself onto it, sitting on the edge pulling Max closer. Max gasped as she felt her hips grind between Eleven’s legs, which wrapped around her waist tightly, her arms around her neck, their lips interlocked allowing their tongues to explore each other. “You’ve gotten better at this” Max remarked quietly as her jacket fell from her shoulders, dropping to the floor behind her.
“I’ve learnt a lot” Eleven said with a shrug.
Max grinned. “I can’t wait to see. I’ve got some things to show you too” she said playfully. Eleven giggled as Max leant in and kissed her neck, teasing her skin while her hands caressed her thighs. El hooked her fingers into Max’s Jean pockets, the ones on her butt, pulling her closer to recapture her lips and make out with her deeply. Max’s hands reached up to caress her scalp, her fingers combing over her shaved head. She missed the long hair but liked this new look better.
The passion they felt was intense, and growing stronger by the second. All the stress and trouble and pain they had gone through faded away as they melted into each others arms. Arms that encircled and explored their bodies feverishly making their flesh tingle with excitement. Max was delighted to discover how much Eleven had grown up since they last saw each other, her hands feeling up her boobs and stroking her waistline. Eleven explored too, cupping her backside untucking her shirt to reach up and caress her back. Max shivered feeling her cold hands against her skin, goosebumps everywhere she touched her. Her retaliated by running her mouth over Eleven’s neck, pulling her collar open to nuzzle the top of her chest. El gasped softly, cradling her scalp weaving her fingers through her red hair. It felt incredible to be with her at last.
Max was the first to take the initiative, hooking her fingers under Eleven’s top and lifting it over her head revealing the girl’s torso. El hadn’t had time to change out of the outfit Brenner put her in so she didn’t have just underwear on. Which left her without a bra and gave Max a perfect view of her boobs. Her eyes fell upon them and her pupils dilated, automatically reaching down to fondle them and kiss them. Eleven moaned as she had her breasts played with the first time by some else. They felt so soft and ticklish in Max’s palms. When Max kissed her nipple it began as hard as a pebble, a soft gasp escaping her mouth each time her lips pressed against it. Max looked up at her trembling friend and experimentally ran her tongue around it before putting it in her mouth and gently sucking. Eleven whimpered in pleasure she hadn’t anticipating, her groin becoming damp in response.
After a few moments alternating between her breasts Max pulled herself away, leaving Eleven thirsty for more. “Why did you stop?” She asked.
“You’re so adorable” Max smiled, lifting her own shirt up over her head. Eleven watched as Max undressed in front of her, removing her jeans slowly pushing them down her slim legs and stepping out of them, leaving herself in her underwear. Her bra framed her modest bust very nicely and El had to resist the temptation to pounce on her and rip it off. Her form fitting boxers matched her bra in color, but didn’t match the socks she left on. Eleven might not have noticed she was barefoot but Max still felt how cold the floor was. Being as naked as she was made her chilly. She stepped back up to Eleven and let her arms wrap around her, eager to warm the girl back up. Their lips met in a soft kiss as their hands roamed the exposed flesh affectionately. “El, I need to tell you something” Max whispered, pausing the kiss but not her exploration of her body. “I kept thinking about that afternoon, when we made out a Will’s place just before you left. I’d dream about it. Fantasize about you. I’ve wanted this for so long, ever since…”
“Sleepover” Eleven guessed. Max blushed and nodded. Eleven cupped her cheek and grinned. “I dreamed about you too” she confessed. Both girls looked at each other and smiled, confirming they’d been on the same page for months. This wasn’t a mistake. They both wanted this. They both needed this.
And now Max was eager for more as she took hold of Eleven’s waistband and helped her out of her pants. She pulled them over El’s smooth legs, along with her underwear, removing them and tossing them aside to gaze at her best friend in her naked glory. Eleven discovered she wasn’t as shy around Max as she expected to me, not after the way she worshiped her breasts earlier. She watched excitedly as Max put her hands on her knees and gently opened her thigh to see the one part of her body not even Mike had been lucky enough to see yet. (She had hoped to take Mike to third base during this visit, until the incident with Angela happened.) now that she felt Max’s gaze upon her, the butterflies in her stomach started doing somersaults as goosebumps grew on her thighs when Max’s hands stroked them. She caught Max’s nervous eye as the girl lowered to her knees in front of her. This was going to be her first time having sex with another girl too. She shuffled closer, gently kissing the inside of El’s thighs as she worked her way up to her pussy. Eleven leaned back biting her bottom lip as her fingers tentatively reached out and stroked her lower lips. She shivered to her touch, her heart skipping a beat realizing she was about to have sex for the first time.
“Do you want me to stop?” Max asked, as if sensing her trepidation.
Eleven swallowed back her nerves and looked down, locking eyes with her answering “no.”
Max nodded, taking her own nervous breath before planting her lips onto Eleven’s pussy. She hoped she got this right. The only resource she had to learn this was the stories she was told from her friends, the advice her aunt once gave and the time Lucas attempted it on her (it was a cute attempt but it didn’t end well).
For Eleven’s first oral experience, she found it very exhilarating. As soon as Max planted her lips on her clit she was hooked. By the time she found the courage to try licking her with her tongue she was gasping shallowly, her hips quivering with pleasure. She tried to watch as much as possible, but it was hard to focus as pleasure shot up her spine in waves. Max glanced up occasionally, to make sure she was doing it right and also to she her reaction. She looked really hot every time she released a moan, her expression priceless. And the way her body writhed each time she licked her, she was like a belly dancer. It made her chuckle. She resumed licking and tried extending her tongue into her pussy not just licking her folds. They were her back arched indicated that was the right move, and the sound Eleven released made Max’s loins ache. “You’re really good at this” Eleven muttered as she slumped to her elbows, her arms struggling to hold herself up. It felt like her whole body was shaking.
“Thanks” Max grinned, enough though all she was really doing was making it up as she went along. She fell into a rhythm of licking and thrusting that seemed to work. And when she brought her fingers up to try them too. Eleven swooned in awe. But it was the clit action she knew would make the different. Luckily she’d practiced a lot with herself to know how to stimulate it with her hand. Her other hand reached up to fondle Eleven’s breast, teasing her nipple to enhance the experience. El bit her bottom lip and mirrored he with the other breast as she gave up trying to watch and fell onto her back. Her moaned loader, enraptured by the pleasure she was feeling. Max drove her wild sucking on her clit, sending sensations through her whole body she’d never felt before. She became addicted to it, pressing her hand against Max’s head to push her deeper, her legs curling around her shoulders. Her hips rubbed Max’s face as she made love to her pussy, determined to bring her to a satisfying conclusion. She didn’t even realize she was about to orgasm until she screamed Max’s name. At which point it felt like everything exploded around her.
Which actually seemed to happen. Her telekinetic powers erupted with her climax sending a shockwave outwards knocking chair and tables over. The table they were on shuddered as the ceiling lights flickered. Max felt the room shake as Eleven shuddered against her, her juices flushing out of her body in a gushing wave drenching her fingers. She felt them spill onto her tongue so she lapped it up, riding her through her orgasm and getting her first taste of a woman. It was intoxicating. But not as stimulating as the shockwave that rippled over her own body thanks to Eleven’s powers. She didn’t even realize she was doing it but her powers stimulated every nerve in Max’s body for a moment and made the girl climax spontaneously. Max gasped in stunned bliss as her knees quaked, feeling her underwear become soaked. She recalled Eleven doing something similar when they first kissed, but this was way more intense. She pulled away from her friend to catch her breath, wiping her face smearing cum over her cheeks.
She looked up at El watching her tremble in the aftershocks, waiting until they passed before climbing up to her feet and leaning over the raspy young woman. “Well, that looked fun” she teased.
Eleven couldn’t find the words to express how amazing that felt. She looked up at Max, glistening from her cum, and stared wordlessly. She tried to talk but nothing seemed to come out. Luckily Max wasn’t interesting in talking as she leaned down and made out with her instead. El kissed her deeply, tasting herself on her friends tongue. She hummed in pleasure, inadvertently using her powers to stimulate Max again, to a lesser degree.
The girl shivered as another wave passed over her, looking down at her telekinetic friend. “I forgot you could do that” she whispered. El finally realized what she was doing and apologized. “Don’t. It feels really nice.”
“It does?” She asked. She never considered using her powers that way before. She looked over Max’s body and tested it, mentally fondling her boobs. Max sighed feeling ghostly hands palming her breasts through the bra, until the clasp came undone by a mental command from El. Her bra fell away leaving her boobs free to be played with. Eleven returned the favor, rolling a giggling Max onto her back kissing her sucking on her nipples. Max laid back and sighed letting Eleven ravish her. She was inexperienced but she didn’t care. Her fantasies were coming true.
Eleven put all the research and practice she’d taken to good use for the sole purpose of make Max feel good. Even if she wasn’t sure what she was going exactly she thought about all the things she liked and tried them first. She sucked on Max’s nipples gently, squeezed her mounds and caressed her skin, kissed her collar and the side of her neck and brought her hand up against her groin. All the while she used her powers to stimulate her, listening to the moans and gasps as Max trembled against the table, her arms wrapped around her lover as she pressed up against her. She looked down excitedly as El’s hand rubbed between her legs, her underwear soaking wet with arousal. She bit her bottom lip and assisted her in removing them, kicking them away leaving her naked and vulnerable. She looked up at Eleven nervously as she reached down and cupped her pussy, rubbing her palm against it. “Oh fuck me” she whispered as her thumb found her sensitive clit, her spine arching as Eleven began fingering her.
Eleven had never seen Max come so undone before. Her eyes rolled into her head and her expression contorted as her arms began to flail wildly. She kept her hand firming between her shaking thighs and gently inserted a finger into her pussy, watching her intently as she clung to her shoulders and moaned. One of Max’s hands reached up to massage the back of her scalp, trying to grip the short hair for purchase and failing. Her other hand gripped the edge of the table as her eyes snapped up to look at her, desperation in her face. Eleven instinctively leaned down to kiss her, stifling her moans as they make out passionately, her hand continuing to thrust into Max’s cunt sliding a second finger inside.
“Oh fuck. Fuck me! Jane fuck me!” Max screamed, her voice increasing in pitch as she started to clench El’s fingers.
Eleven kept going until Max screamed and gushed all over her hand, her hips jerking wildly against her palm crushing her fingers. She felt her nails dig into her scalp but rode her through the orgasm until she collapsed against the table breathlessly. Her body was trembling so much she had to pry El’s hand out of her sensitive pussy before she lost it again. “Are you okay?” Eleven asked her, looking over her friend in concern cradling her comfortingly.
It took Max a minute to get her breath back, her eyes struggling to focus as she looked up at the ceiling. Was it her imagination or had the lights blinked out again. Maybe she was just disorientated. “Holy shit!” Max muttered in amazement. She had never cum that hard before. Especially not with Lucas. Thinking of Lucas made her chuckle. “Are you sure they can’t hear us up there?” She asked El again, referring to their friends. Eleven shook her head. “Good. I’d hate to think how weirded out they’d be if they heard us screaming each others name while in a trance” she laughed. She pictured El in that pizza dough freezer moaning and humping the air while they fucked. God knows how she’d look kneeling in that attic. Does her “O” face look the same as her “possessed” face? She looked up at Eleven, who was stroking her cheek fondly making sure she was alright. She could feel her cum smeared over her flesh, which made her blush. “Speaking of names…I didn’t realize I was using your…it just happened.”
“It okay” Eleven smiled. She’d gotten used to using her real name over her number. Hearing it like this made her appreciate it even more. “I liked hearing you say it” she whispered.
Max blushed again, smiling broadly as they kissed each other. “Jane” she whispered.
“Yes Max” Jane replied.
“Stay with me” she asked. Jane nodded, kissing her deeply as they folded into their embrace again.
They made out on the table, making deep ravenous love with each other as both sets of lips met. They became entangled in many ways until Max got on top of the young woman, pinning her down and attacking her neck with kisses. Jane gasped and moaned as her hips jerked up to grind against her, their pussies kissing as Max hooked her knee around her hip to scissor her. She recalled seeing this position somewhere once and was glad she remembered. Pleasure assaulted them both as their pussies rubbed together, their hips rocking rhythmically. Jane clawed at her back as she moaned, already feeling a build up of pressure in her loins. She sucked on Max’s shoulder as the red haired girl humped her, moaning in her ear feeling a similar build up. “Oh Max, I feel so good” Jane whimpered.
“Cum with me Jane” Max begged, grabbing her face looking deep into her eyes. Jane nodded, willing to do anything with her. Their lips met in a powerful kiss as they clung to each other tightly. They groped each others breasts and asses, pulled on their hair and lightly scratched their skin. Max gasped as Jane tugged her braids, prompting her to grab her wrists and pin them above her head. Jane felt her heart-rate increase as Max’s fingers interlocked with hers, her body rocking against her more insistently sensing the impending climax. They ground against each other harder, both driving the other to cum. It was a race to see how long they could hold it together. It appeared not long at all.
“Max!” Eleven Screamed.
“Jane!” Max replied louder.
The orgasm they shared was beyond anything either of them ever felt before. It lit up something inside both of them that they were sure could be felt across dimensions. In fact it was so powerful it made their physical bodies tremble and exhale, something Will and Mike noticed and mistook for concern. Lucas failed to notice, his attention diverted elsewhere.
In the school hall, Max collapsed on top of a panting Eleven as their bodies buzzed in the afterglow. The girls never realized sex could be so satisfying until this very moment. They panted heavily as cum leaked freely between their legs, their knees wobbly making it hard to stay up. As a result Max slumped onto her side beside Jane, who rolled with her to snuggle up against her warm body. They cradled each other, kissing lazily as they basked in the euphoria, feeling so comfortable lying on a cold table holding their naked bodies. Neither had felt so content before. All the angst was gone and this glorious feeling was left.
“I love you Max” Eleven impulsively muttered before she could stop herself.
Max opened her eyes and looked at her in stunned silence. Then after admiring the blushing redness of her cheeks she whispered back “I love you too.” The two friends gazed at each other, a warm glow passing between them as they shared an adoring kiss once more.
“There you are” a gravely voice called, interrupting the affectionate moment shattering the peace they had. Instantly both girls became alert and sat up on the table, looking up to see the towering figure of Vecna, aka Henry, aka One, dropping down into the dark school hall glaring at the two of them. If he was surprised to find them naked in this mindscape, it was concealed by the shock and content he showed as seeing Eleven again.
Eleven leapt off the table and stepped protectively in front of Max, prepared to fight this monster once more and save her friends. Max stayed behind her, showing her support by slipping her hand into Jane’s and squeezing it. Whatever happened next, they would face it together.
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