Berkeley, California, home of the University of California - the home of 14 year old Mari and 16 year old Marie.

As they rode their bikes to the mall, Mari said to Marie "I didn't wear any panties", with a big assed smile. "No way", Marie said, a little shocked.

"Way", Mari replied. "I'm going to flash the guys."

As they giggled their way to the mall, Jan, the 50ish something security guard was making her rounds. Jan liked it there because she liked seeing the young girls who she adored. Fantasizing what she would do to them in the office, and there wasn't much work to do at the mall. Being in such a safe and secure neighborhood.

After Marie, who was 1 year older, had returned from the restroom, she announced, "I took my panties off too and stuffed them in my bag".

As Mari sat there, at the table with her legs parted, she started to talk sex with Marie, who was starting to get hot. "Feel my pussy", Marie said, "it's wet". As Mari reached over to touch Marie's pussy, she said, "feel me too".

Jan couldn't believe her eyes. Here were two schoolgirls, dressed in sexy schoolgirl outfits, plaid skirt, white blouse and knee socks, touching each other's pussy.

Marie started talking to Mari as if she were suddenly very interested in something, but she was already shaky with excitement at showing her fuzz covered pink pussy to complete strangers.

While they talked (and using one another to block the view from the rest of the crowd), Mari slid her hand under her skirt, slipped a finger into her pussy and slowly started to masturbate, spreading the outer lips of her pussy wetly open. She did this without changing expression or giving any outward indication that she was doing it.

"You get me so excited doing this, and I'm dripping wet. Will you help me when I need to come?" Mari asked.

"I'll make you come so hard, we'll both melt," Marie promised.

Jan decided she had to make her move. Approaching the girls Jan flashed her badge and said, "Mall security girls, come with me".

As Jan ushered the girls into the security office, she had them take a seat on the couch, locked the door behind her, and sat in her big chair behind the desk.

"Do you know why I brought you here? Jan asked the frightened girls. "No" Mari replied, "we didn't do anything".

"I saw what you two were doing, or I can call and have the security video tape brought here and have you arrested", Jan said.

Little did the girls know that no security tape existed, but they both slumped down on the couch as if to say, you've got us.

Jan said, "I want you to show me what you girls were doing, so hike up those skirts and show me". As the girls hiked their skirts up and looked at each other what they didn't see was Jan's hand stuck down the front of her uniform pants, fingering her hot pussy.

"Finger her pussy", Jan said to Marie, and Marie didn't hesitate to put her fingers on her friends throbbing pussy. As she shifted her chair from behind her desk, Jan looked at Mari and said, "you do her".

As Mari started to finger Marie's pussy a sudden look of realization came over her face, as she spotted that Jan was fingering her own pussy.

Pointing to Marie as she stood up Jan said, "lick her pussy", and started to disrobe. Marie didn't hesitate as she dropped to her knees in front of her friend and buried her pretty face in Mari's hot wet pussy.

Marie, hearing little squeaks coming from her friend as she stabbed her tongue towards the hot pussy in front of her, felt a hot tongue on her cute little ass, being dragged along the crack of her ass. Then a finger entering her hot wet pussy As Jan tongued her little asshole and finger fucked her pussy.

The first and only one able to speak was Mari, who said "Marieeee I'm going to cum", as an explosive orgasm racked her little body. Then, as Marie was drinking and licking every drop of Mari's pussy honey, she moaned into Mari's pussy, "Ohhh yes I'm cumming".

As they stopped to recover, Mari looked first at Jan and then Marie, and said to Marie, pointing at Jan "she hasn't cum yet".

Jumping down from the couch Mari took Jan and laid her on her back in the small office, and whispered to Marie to sit on her tit and finger her pussy, as she literally dove at Jan's pussy.

Marie moved so she was squatting over Jan's tit and sat on it so that, if possible, her tit could fuck Marie's pussy. As Marie started to cuddle her wet swollen little clit and rub it, Jan could feel Mari's tongue burrowing in her hot wet pussy. Probing her pussy walls as she tongue fucked her with passion.

Her eyes were riveted to Marie's fingers as she felt Mari's tongue fucking her. Then Mari put her fingers, one at a time in Jan's pussy, until all of them were buried inside. Tucking her little thumb in her hand, Mari started to fist the gray haired security guard, and suck hard on her enlarged clit. Sucking like a straw as she fisted her.

It was then that Marie let out a scream as a mind blowing orgasm hit her, and moments later, Jan hearing Marie's scream of passion, let forth a mouthful of her sweet pussy juice into Mari's mouth.

As they were about to leave the office, Jan said with a smile, "now don't let me catch you girls again doing something like that out in the mall, or we'll have to come back here for your punishment".