Not Just Friends Anymore Pt. 01

While I was playing with her ass and tits, she had gently used her fingernails to scrape down my chest. As her hand slowly reached my stomach and continued under the blanket covering me from the waist down, I realized she was slowly reaching for my engorged cock for the first time. I slipped my fingers into the gap between her legs just below her ass. At the same time her hand reached my raging hard on, my fingers touched her wet pussy again. She wrapped her fingers around the shaft of my cock from the outside of my boxers, then she leaned back abruptly, disengaging my lips from her firm little tits, looked at me with wide eyes and screeched "Oh my god! Your dick is big."

I was caught a little off guard by her comment and replied, "What? It's not that big."

She looked down to where her hand was under the covers still holding my cock. I felt her maneuver her fingers and readjust her grip; still just staring curiously at the hidden thing she was apparently attempting to judge its size by touch alone. She then abruptly released my cock shifted her knees to move off the blankets she had been kneeling on and with both hands pulled the covers down exposing my lower body. My cock was lewdly poking a tent in my boxers.

"Let me see this." She said and with both hands grabbed the waistband of my boxers and began tugging them down. I lifted my hips to make it easier for her and with a little maneuvering she slid them down releasing my cock from its confines. My cock sprang free and slapped back against my lower stomach. She settled back on her haunches again and stared almost comically at my throbbing member. Her eyes were wide and her mouth slacked open as she stared at my dick.

"Well it's the biggest dick I have ever seen." She blurted.

"Thanks?" I said slowly. Wondering if it was scaring her or not.

"Kerri told me you had a nice dick, and she wasn't lying." She gushed, still staring at my cock in admiration.

"Kerri talked to you about my dick?" I asked with a chuckle.

"No...she told me you had a really nice...'cock'" She said 'cock' with emphasis still staring at it.

There was a short pause while she marveled at my hard-on not saying a word. Her right hand resting on my left thigh inches from the thing that held her attention. Her hand was gently squeezing my thigh.

Taking advantage of her transfixed state, I quietly slipped my right hand under her slightly spread legs and carefully lined up and pushed my middle finger slowly into her slick hole. That instantly broke her trance. She groaned and looked at me.

"So ... you think it's too much to fit in here?" Then I wiggled my finger around inside her wetness for emphasis. Her hips quivered slightly at the unexpected penetration.

"Ohhh ... noooo ... it will fit just fine." She breathlessly replied. "It's beautiful, but I am also surprised by the fact you're completely shaved."

I hadn't thought about the fact that she might never have been with a guy who shaves everything clean. I started doing that many years ago and never considered it to be odd.

I still had my finger buried in her folds, when she looked back at my cock, reached out and circled her fingers around it. She lifted it and gently squeezed the shaft. Her petite fingers couldn't quite close all the way around the shaft. She slowly started sliding her hand up and down the length of my cock. It felt so good to have her slowly stroking me. She smiled and continued her manipulations, as I continued to finger fuck her tight little pussy and watch her little hand stroke with my cock.

Her pussy was so wet. Her juices were running down my finger onto my hand. She pumped her hips slightly back and forth to the strokes my finger was making inside her.

After a few minutes, she raised her hips up separating my finger from her pussy. Then she slid her body back on the bed, until she was lying on her stomach with her face right over my cock. She leaned forward, tilted my cock towards her mouth, stuck out her tongue and slowly licked the head of my cock. She circled the head several times with her tongue. I was in ecstasy. Shivers ran up my spine as I watched this beautiful young woman slowly circle her warm wet tongue around my cock, while at the same time running her hand up and down my shaft.

Then she opened her mouth and took the head of my cock in. Her mouth felt so soft and warm as she slipped it down my shaft as far as she could. The sensation was incredible. Then she slowly slid back up, leaving a shiny trail of saliva glistening on my cock. I could feel her tongue dancing around my shaft each time she stroked down. Her hand moved up and down with the rhythm of her head movement. She would come off my cock every now and then and lick my cock from the base to the tip and back again. Her mouth was warm and wet and her moans vibrated through my stiff cock. I ran my fingers through her hair and caressed her face as she fucked me with her beautiful mouth. I moaned my approval. Seeing her cute mouth stretched over my cock was so erotic.

Then she slid her head lower and alternated sucking my balls into her mouth while still slowly stroking and squeezing my cock. I leaned back, closed my eyes and let her take time exploring my rigid dick with her mouth and hands.

After a few minutes I gently pulled her mouth gently off my cock. She leaned back up and I pushed the covers the rest of the way off my legs. I took my boxer shorts completely off and threw them on the floor. I shifted down the bed, put a pillow under my head and lay back flat on the bed.

"Here spin around." I said. Then I gestured with my hand for her to turn around and pulled her hips toward my head. She instinctively knew what I was maneuvering her body for.

She squealed in delight, came up on her knees, spun around and swung her left leg over my chest to straddle my face. She settled her knees under my armpits. When she did, I was staring straight at her glistening, smoothly shaven vagina. The outer lips were baby smooth and between them hung the puffy inner lips. She laid her body lengthwise down my chest and stomach. I put both hands on her hips and helped guide her back to my waiting mouth. She wiggled and squirmed into position. What an amazing sight. Her beautiful little ass and pussy poised just mere inches from my face.

She wasted no time in grabbing my cock and going back to sucking, licking and stroking it. I put my hands on her ass cheeks and roughly squeezed her firm butt cheeks. I lifted my head slightly, stuck out my tongue, flattened it against her pussy and slowly licked from her clit to her pink puckered asshole in a large broad stroke. Her taste was intoxicating and wonderful. She groaned when I paused and rolled my tongue over her hard protruding little clit repeatedly. I alternated from small flicking motions with my tongue to long sliding strokes from top to bottom. I sucked the swollen wet lips into my mouth. When her hips started to gyrate, I pulled her ass down even tighter and drove my tongue into the cleft of her opening, using my thumbs to spread her lips wider. She groaned with my cock still buried in her mouth. The vibration sent a shiver up my spine. She was making loud wet slurping sounds as she enthusiastically sucked my cock.

I pushed my tongue as far as I could into her pussy. My nose pushed against her small wrinkled pink asshole. I twisted my head back and forth and swirled my tongue inside her opening. She let out a long muffled squeal with my cock still firmly in her mouth sending lewd vibrations through my hard shaft again.

Then she pushed her head down farther as she tried to take more and more of my shaft into her mouth. Then I felt the head hit the breach of her throat. Her throat contracted for a second as she gagged, but held it there for a moment, getting accustomed to the pressure. Then she slid slowly back up the shaft sucking hard all the way. Her hand gripping the shaft tightly as it trailed her mouth back to the head. The she pushed down again. This time the head of my cock reached the opening to her throat, she took a deep breath through her nose, and then slowly pushed forward, relaxing her throat and letting the large head slip into her throat. I felt her throat constrict around the head. The feeling made my balls tighten and for a moment I thought I would lose control and cum in her mouth. Luckily she backed off.

She took her mouth off my cock, but continued to stroke me vigorously with her hand. Gripping my shaft and pumping in long twisting strokes. All her saliva made my cock slick as she stroked me. Her breathing was deep and labored as she continued to grind her pussy against my face. I covered her opening with my mouth and began swirling my tongue around inside her as far as my tongue would reach. My cheeks were soaked with her juices.

Her body began to shake as her orgasm began to approach. I held a tight grip on her ass cheeks as her body shuddered and spasmed. I continued to assault her open sex with my mouth and tongue.

"Ahhhhhheeeeee!!" she cried loudly as the orgasm gripped her. She seemed to hold her breath as the wave after wave of ecstasy racked her body. She pushed her pussy down hard, to the point I was being smothered by her crotch, but I continued to fuck her with my tongue as her body began to shake and quiver from the climax ripping through her.

After a few moments, her body relaxed and I could breathe again. I loosened my grip on her ass and slowed my tongues attack on her pussy.

She loosened her grip on my cock; let out a long sigh and let her head fall to my pelvis, her cheek resting on my cock. Her hand was cupping my balls and just squeezing and fondling me gently.

"Wow Dave!" She said through short panting breaths.

"There's more where that came from." I said, and then took another long slow lick of her pussy.

"Ahhhhhh." She responded and squeezed my balls gently.

I ran my tongue around her wet pussy a few more times, before she suddenly started pushing her body off mine and said, "I can't take it anymore. I need you inside me ... now."

She lifted herself off of me and turned around. She swung her right leg over my hips and settled her hips just forward of my cock. She leaned down and kissed me with ferocious passion. Her tongue explored my mouth. I grabbed her hair in both hands and pulled her lips hard against mine. We moaned into each other mouths as we devoured each other.

Her hands clawed at the pillow my head rested on. I felt her shift her weight back and my cock came to rest at an angle that rested it in the crevice of her ass cheeks. As soon as she felt the contact she began rolling her hips so my shaft slid back and forth in the crack of her ass. We continued to kiss as she rolled her hips to create friction on my cock.

Her breathing was coming in rasping gasps and then she suddenly broke our kiss and put her hands on my chest and pushed herself up. She looked down, raised her hips high in the air and leaned to her left slightly creating a gap between our bodies that allowed my hard cock to fall forward to my belly.

She reached down between us, taking my cock in her hand and angling it towards her opening. She kept looking down at my cock as she stroked and tugged at it. I groaned at her manipulations and reached for her ass with both hands. I squeezed her ass cheeks and lifted her up and forward slightly.

"I...want you right now!" I said.

"Yessss." She hissed.

She used her hand to maneuver the head of my throbbing cock, so it was touching her slippery opening. I could feel the heat from her vagina radiating on my crotch. She moved my cock slowly back and forth gliding it through her glistening slit getting the head wet with her juices. My cock looked obscenely huge as the head parted the folds of her lovely little pussy.

After a few swipes of the head, she held my cock still and rolled her hips back. My cock found her tight moist opening. She continued to look down between our bodies and watch my cock as it began to slide in.

I resisted the urge to thrust my hips upward and impale her in one stroke. I was getting a thrill watching her, watching my cock slowly expand her opening.

As the head of my cock penetrated her, I felt how incredibly tight she was. With the head of my cock firmly nestled in place, she released her grip on my shaft and put both hands on my chest. She pushed back a little harder slipping in another inch or two of my shaft. She stopped and looked at me wide eyed and panting, with her mouth open. At first I thought she was going to stop because it was hurting her, but then she rocked forward slightly and then back again taking in another inch. She was slowly working my shaft into her constricted vagina. My cock was sliding in with some ease, given how unbelievably wet she was.

She groaned loudly when about half my dick was inside her. Then she stopped pushing down, looked down at me with a lust filled look on her face and then slowly lifted her hips and began sliding my cock back out of her pussy. I released her left ass cheek and used my right hand to gently twist and pinch her hard left nipple.

Carly squealed, "Eowww ... umm." She smiled and pressed back down on my rock hard cock and said, "Oh my god. Your cock feels ... sooo ... good. I've never felt ... ohhh" Her words trailed off as if she lost her train of thought.

This time she slid her pussy all the way down my cock, until I was completely buried inside her. I could feel the tip of my cock pressing on her cervices. She rocked her hips back and forth grinding her pelvis on mine. I reached up and cupped her tits in my hands, squeezing and pinching her pink erect nipples.

Then she started to roll her hips up and down, sliding the length of my cock in and out of her slick tight pussy. She threw her head back and groaned with every stroke. Her hands were still clutching at my chest, fingernails digging into my flesh.

Gradually her pace increased, until she was riding furiously up and down on my slippery shaft. I reached around her body, grabbed her firm ass cheeks in both hands and squeezed hard as she rode me. She began moving at a frenzied pace. The loud sounds of her ass slapping against my thighs filled the room. It didn't take long before her movements became so intense; I knew another powerful orgasm was about to crash over her.

Her hands gripped my chest harder, her body suddenly stiffened and she let out a loud howl as the orgasm ripped through her body. The inner walls of her pussy gripped and quivered around my cock as she spasmed. She seemed suspended in the moment, just trembling above me, moaning and panting as the waves of pleasure took hold. Sweat gleamed off her chest. I watched, as small beads of perspiration ran slowly down her cleavage between her firm young breasts.

A moment later she let out a long sigh and fell forward collapsing her body onto mine. Her breathing was rapid and heavy as she lay on top of me. My rigid dick was still firmly and fully embedded deep inside her.

I was still using both hands to explore and caress her firm sexy young ass. As I played with her ass, I was imagining fucking her doggy style. Visualizing looking down at her beautiful ass spread apart as I pumped my cock slowly in and out of her. The image made my cock throb inside her.

I slipped the fingers of my right hand into the cleft of her ass cheeks. I probed with my index finger until I found her tiny puckered asshole. I pressed gently and circled my finger around her tender little ring. Her body shivered at the contact. She groaned with pleasure and twisted her hips slightly. Then I felt her squeeze my cock with her pussy muscles. That was an exciting shock. I let out a loud groan when she clenched her muscles again. As if I needed the added stimulation around my already tightly encased cock.

She raised her head up and looked at me with a big devilish smile. My mouth was open in amazement as I looked into her eyes. She grimaced and smiled widely, as she squeezed my cock once again. I clutched her ass hard with both hands and groaned loudly.

"You like that?" She asked.

"When you do that, it makes me want to fuck you so hard." I answered.

She leaned down close to my ear and whispered, "Your cock is so hard and feels so good inside me." At the same time she added emphasis to her statement my squeezing my dick again. It was more than I could take.

I brought my knees up and planted my feet firmly on the bed. I pulled her ass up and forward. Her whole body rocked forward, so she had to brace her hands on either side of my head to avoid falling forward. As her hips came up, I withdrew my cock to almost the head and suddenly thrust my hips up, stabbing my rigid cock up into her. She bit her lower lip and yelped sharply. I withdrew again and thrust up again. I started out slowly, but after about ten strokes I picked up the pace until I was slamming my cock in and out of her very wet pussy.

Her squeals and moans came with every stroke. My thighs slapped against her ass as I pounded up into her. I firmly grasped her ass cheeks to pound her harder. She could only grab the bed and try to keep her balance as I fucked her. Her pussy leaked even more slippery wetness down the shaft of my cock as I hammered away. She grunted each time I pounded my cock into her.

"Ummm ... ahhhhh ... fuuuuuckk!" She groaned loudly.

Her body suddenly became rigid and she shrieked, "Fuuuck! I'm cummming!" Then another orgasm hit her body. She forced her hips down taking my entire length into her again. I slowed my attack as the orgasm rocked her core. Her arms were shaking and her ass quivered in my hands as the shock waves shot through her body. Her eyes were squeezed shut and her face contorted as she was immersed in her orgasm.

As her orgasm receded, she rose up, sat up straight and impaled my cock as far as it would go. She stared into my eyes still panting trying to catch her breath. I let my hands rest on her hips catching my own breath.

We remained quiet for a few moments then she broke the silence.

"I have never had orgasms like those before. You're so amazing. My fucking toes curled." She said panting.

I laughed at her confession.

"I'm glad I could help you with that." I said smiling trying to catch my own breath.

She dropped forward and pressed her lips to mine. The kiss was adoring, slow and tender. My tongue probed inside her mouth, our tongues twirling around each other. She used her hands to caress my face. We continued kissing for a minute or two, enjoying the moment of desire we felt for each other.

Then she squeezed my cock again with her internal muscles. That instantly brought back my instinctive need to start pumping my cock again. I reached up and took her face in my hands and gently pulled her face away from mine. She had a knowing devilish little grin on her face again. I smiled back at her and said "Do you have any idea what that does to me?"

"I have a pretty good idea." She said slyly and then slowly stroked her pussy up and down my cock.

"Ok...my turn." I said as I wrapped my right arm around her waist, sat upward, lifted my hips and twisted my body to the left. I held her tight against me, keeping my cock firmly inserted in her pussy. She understood my movements and used her arms to help me flip her onto her back.

We made the movement in a flawless motion; she ended on her back with me firmly planted above her and between her spread legs. As soon as we settled into the new position, she brought her knees up and locked her ankles behind my lower back.

I rose up on my arms above her and stared down into her beautiful green eyes. We smiled at each other and she used the leverage with her legs to grind her pussy against my pelvis, causing my cock to push against her cervix.