This happened at my friend xmas party a few years ago. Katelyn, the girl having the party, had everyone come over the Friday before Christmas while her parents were in New York doing last minute shopping over night. We were all drinking and more and more people showed up. I told my parents I was sleeping over my friend's house. I was 17 at the time. I was talking to friends when I heard the door open behind me, Tracy and her sister Becca had shown up. Tracy was my age but becca was freshman, 15ish. Becca was about 5'2", had blondish-red hair, freckles, and a pretty decent sized chest for a 15yr old gril. She was also that girl that always wore flip flops, any time, she always had cute neon painted toes, green, blue, or my favorite pink. She was a student aid to one of my teachers and I would always watch her dangle her flip flops or take them off to flex her soles. But what made her so hot was that she was the kind of girl that flirts with everyone in a real suggestive way. Becca walked in and went "Oh My God (My Name) is here!" I sat down my beer and she ran up and hugged me, I didnt really expect that. Anyways the party was split two ways, most of the people were upstairs in the living room playing card games like f##k the dealer and king cup, while everyone else was downstairs in the basement kinda relaxing on these real big couches she had. I played a couple card games when Becca walked over and asked how to play. She obviously had a little to drink. She sat down kind of behind me and to my right. She rested her feet right next to my folded legs. She was wearing these pink, knee-high socks, which usually don't turn me on as much as bare-feet, but the fact that her feet were now kind-of hidden from me really turned me on. The game I was playing in ended and new people were cylcing into the circle. Becca stayed behind me and asked how to play. I got a little nervous and started mixing my words. I guess she sensed my nervousness and moved closer to me and rested her head on my shoulder and put her arm against my back. She then said to me "it's hot in here, isn't it?" is said "yeah" because well it was pretty warm in the house, plus I had Becca's feet touching my leg. She then said "I always get hot when I wear socks, I dont know why." Pushing my limit I said, "Yeah I never see you wear anything but flip flops, what's up with the sock's and real shoes tonite?" she said, "Yeah I don't know, guess I'd better get these off". Much to my amazement she began to pull each sock off starting at the tip of her toes. She pulled them off to reveal her now soft and sweaty little feet (probably a size 5 I guess, she had really small feet) with white-painted nails. "Do you wanna go downstairs and chill out?" she said. I realized what she said a about two seconds later because I had been staring at her feet, and I think that she realized this. We went downstairs and sat on the big L-Shaped couch. Much to my amazement there was no one else down there. Many of the people who'd been there had left to go home, even Becca's sister Tracy had went home. Becca flopped down on the couch and laid down, taking almost the whole couch up. "Where am I supposed to sit?" I said sarcastically. "I guess you'll have to make room." She replied very suggestively. "Oh I see how it is." I saw my moment, she'd roled up her jeans to her knees, leaving her feet exposed. She laid on the couch with her arms crossed and her feet pointed, daring me. I reached down and lifter her legs up and sat down, then laying them on my lap. "You think I'm gonna give up that easy?" she said. She started pushing on my legs with her feet, trying to force me off the couch. This was great. I grabbed her ankles and started tickling her. She laughed and shook. I couldn't believe I got to touch her feet. They were so soft and so wrinkled. She sat up and moved closer, extending her reach. She pushed on my shoulder and I turned to face her, spreading my legs , with her inbetween them. She pushed on my chest with her feet. By now I had a raging hard-on that was very obvious. It was now obvious to both of us that this foot-foreplay was turning us both on. We ran out of steam and she sat her feet down on my crotch. She tilted her head and raised an eyebrow, she knew what she was doing. "When did this happen?" Talking about my c##k. "A while ago." I said, being honest. She didn't say another work but began sliding her right foot up and down over my cock. "You like that". She said. I nodded, again and again. She took her left foot and used her toes to play with my balls through my jeans. "Oh my God." I stuttered, this was amazing. Only two other girls had done this to me and Becca was a pro on her first try. She said to me, "I've seen you in (Teacher's name)'s class looking at my feet. Does it get you off or something?" Seeing nothing to lose I said, " I know its weird but yeah, it does." She replied, "no its hot" As she said that she pushed harder on my cock, now with both feet. "Have you ever wanted to kiss my feet?" she said, testing her own boundaries I could tell. "Oh yeah, i have." I replied. "The do it." "One thing first." I got up very quickly and ran up to the basement door I poked my head out and no one was in sight, mostly everyone was asleep by now. I shut and locked the door. I ran back downstairs and she had her pants off to reveal a dark blue thong, she still had her low-cut hollister shirt on. I walked over and she sat up in the couch and turned to face me. I stopped in front of her. My bulge right in front of her face she leaned forward and unbuckled my belt and my pants. She slid the down along with my boxers. "I'm impressed" she said frankly. "Thanks." She ran her fingers up my leg and then my balls, she stopped there and played with them for a minute. She was really into it. I leaned my head back to show my pleasure. She then slowly worked her hands up to my cock. When she had both her hands gripping it, one on top of another she squeezed it hard and pulled up, forcing all of the precum inside it out in a huge glob. It was about to drip but she leaned forward and licked it up. Becca then began to lick my c##k and then suck it. She sat me down get at me better. I started to finger her and rub her soft legs. She then said, "how about i do this?" She gripped my c##k with both of her feet and leaned down to suck me still. "Wow you're flexible!" I said. "8 years of dance comes in handy during sex I guess." she replied, taking her mouth of me while now jacking me off with her feet. This was unbelieveable. "I tell you what, I'll do whatever you want with my...you know...feet, if you do something for me." she said. "Whatever you want Becca" I replied. "Would you mind, you know, going down on me, I've always wanted to know what it was like." It was great to know I was her first for this. "Like you had to ask?" I put her legs together and lifted them up in the air. I slid her thong down her legs and over her feet. "Close your eyes" I said. I began to kiss from her toes, up her calf, up her thigh, inside her thigh, the sides of her p$$s. she moaned the entire time. She took her shirt and bra off and began to play with herself up there. I finally dug in. I gave this girl the works, let me tell you. I was there for such a long time, I just kept going and going knowing what I would get in return for this. Plus, Becca had a great tasting p##sy. I fingered her at the same time and played with her clit. Finally she came to a huge orgasm and wrapped her legs around my head and shook and arched up and down for almost 30 seconds. Unbelieveable right? "Oh my God, Oh my God, Oh my God" She was practically shivering. I couldn't believe that no one heard us. I guess the central heating covered the sound. "I've, I've, I've never had an org-orgasm before." She said still feeling intense pleasure. "Really?" I said shocked. "Yeah, really, I've actually never been with any guys, I hear alot of stuff from Tracy and other girls like about what they do to guys, but nope, never really been with any. You were kind of the first guy I've been with." "Not umm, what about? Really?" "Yeah you were." This was so awesome to hear. But not as awesome as what followed. "Can I finish you just as good?" "You can try Becca." She said, well I suppose I should start with this. She laid back and stretched out her feet and gripped my c@@k and pumped it hard up and down. Precum oozed out onto her soles. She then pressed my c@@k with one foot against my abs. She lifted her other foot to her mouth and licked the sole, getting it wet. She rubbed the head of my c##k with her now wet, wrinkled little soles. I rocked back and forth feeling my orgasm building. She then got on her knees infront of me and gave me head. She held my balls with her other hand. I could see her wrinkled soles out behind her. She saw me looking at them and lifted them up for a better view. "Is there anything else you want me to do?" "yeah turn around becca" She did, and I had her jack me off doggystyle with her feet. "Oh I love the way this feels on my feet!" She moaned. I do too I said in my own head. "Do you want me to cum?!" I said, dumb question. "Oh yes, in my mouth." She turned around and sat on the couch. I got up and faced her. I began pumping it as hard as I could. She put her left foot up to her mouth just as I went, I splattered it all over her foot and her mouth. What didnt go in her mouth and went on her foot she licked up off of it. After that night me and Becca were on a "special friends" basis. She was the second girl for me to be on those terms. Anyways, every weekend or so she'd call me up to go over her house or meet her somewhere to "do stuff" and now everytime I come home from college she's always waiting for me.