Hella Yeah!

Her eyes were wide as saucers, staring at Chloe's bare body, the redness on her ass standing out starkly. She had always known Rachel was kinky, but this was on a whole new level. Rachel met her gaze, the smirk on her face growing into a full-blown grin.

"Come on, Max, don't be shy," Rachel said, patting her own lap. "We can help you with your math. Or anything else you might need help with."

Max felt a warmth spread through her body that had nothing to do with the room's temperature. She was torn between the urge to laugh it off and the sudden, confusing desire to explore this new side of her friends' relationship. "I don't know..." she mumbled, taking a tentative step forward.

Chloe looked up at her, her blue eyes sparkling with mischief. "It's just a little fun, Max. You know, like old times. Remember when we used to dare each other to do crazy shit?"

"But I don't spank unless it's on the bare skin." Rachel grinned. "So you got to strip naked Max."

Max felt her cheeks burn as Rachel's words hung in the air. She swallowed hard, glancing at Chloe's half-hearted attempt to cover herself. Rachel had always been the daring one, but this was pushing it even for her.

"Okay, okay," Max said, her voice shaking slightly. "But just this once." She began to unbutton her shirt, her hands trembling. Rachel and Chloe watched intently as she revealed her lacy bra and pale, freckled skin. Rachel couldn't help but admire the way Max's eyes searched for their approval with every article of clothing that fell to the floor. It was as if Max was looking for a reason to back out, but Rachel wasn't about to let that happen.

Once Max was completely naked, Rachel gave her a gentle push towards the bed. "Now, lay across my lap, just like Chloe," she instructed, her voice firm but not unkind. Max did as she was told, feeling the softness of Rachel's skin against her own. Rachel's hand rested lightly on Max's ass, and for a moment, it was almost comforting.

Then the first slap came.

It was surprisingly firm, but not painful. Max gasped, her eyes widening as Rachel's palm made contact with her bare flesh. "Not too hard?" Rachel asked, her voice tinged with concern.

"No, it's okay," Max managed to murmur, her cheeks burning with a mix of embarrassment and arousal she couldn't quite explain. Rachel's hand felt surprisingly good on her skin, and she could feel her heart racing in anticipation of the next spank.

Rachel began to count out the spanks, starting with one, gradually increasing the **** with each number. Max tried to focus on the math problems Rachel was reciting, but it was difficult with the sensation of Rachel's hand smacking her ass rhythmically. By the time Rachel reached ten, Max could feel the heat radiating from her cheeks and the beginnings of a warm, tingling sensation spreading through her.

Chloe watched the scene with a knowing smile, feeling a thrill at seeing her best friend experience what she had grown to crave. She knew Max was tough, but she had never seen this side of her. The way Max's body reacted to Rachel's touch, the quiet whimpers escaping her lips, it was clear that she enjoyed it more than she was letting on.

"You're doing great, Max," Rachel said, her voice low and soothing as she began to rub Max's sore ass cheeks. "Now, let's move on to some more complex equations."

Max nodded, trying to focus on the math as Rachel's hand continued to caress her skin. The sensation was both soothing and arousing, and she couldn't help but wonder if Rachel had done this to her before. Rachel had always had a way of making her feel safe and protected, but this was something entirely new.

As Rachel's hand moved to her inner thighs, Max felt a jolt of electricity shoot through her. Rachel's touch was feather-light, but it sent shivers up her spine. Rachel's fingers grazed the outside of her pussy, and Max's hips involuntarily jerked in response. Rachel paused, her eyes meeting Max's in the mirror on the wall. Max could see the question in Rachel's gaze, and she nodded almost imperceptibly.

Rachel's smile grew, and she leaned down to whisper in Max's ear. "I think you're ready for a little extra motivation." She slid two fingers inside Max, who gasped at the sudden intrusion. Rachel began to pump her fingers in and out as she continued to spank her, the dual sensations making Max's head spin.

The room was filled with the sound of skin meeting skin and Max's muffled cries of pleasure. Rachel's hand grew more insistent, her strokes inside Max growing deeper and faster. Chloe watched, biting her lip, her own hand slipping between her legs as she became lost in the sight of her friends' intimate lesson. Rachel's eyes never left Max's reflection in the mirror, watching as her pupils dilated and her cheeks grew flushed with arousal.

Max's body tensed, her toes curling as Rachel brought her closer and closer to climax. The spanking had become a rhythmic dance, each smack pushing her further over the edge. And then, just as Rachel whispered the answer to the last math problem in her ear, Max came undone, her body writhing in pleasure as she called out Rachel's name.

The room was silent for a moment, save for the sound of their heavy breathing. Rachel gently pulled her hand away, and Max collapsed onto the bed, her body limp and trembling. Rachel leaned down to kiss her, her tongue tasting the sweetness of Max's lips.

"You're a natural," Rachel said, her voice filled with affection. Max could only nod, her mind reeling from the intensity of the experience. She had never felt so alive, so connected to someone else.

The three of them lay there, tangled in the sheets, their bodies slick with sweat and desire. Chloe cuddled up next to them, her hand resting on Max's thigh. "This is going to be the best study group ever," she murmured, her voice filled with satisfaction.

And as Rachel and Max shared another passionate kiss, they both knew that their friendship had just taken a very unexpected, yet incredibly thrilling, turn.