Pushing Carl's Limits

As he returned to his hiding place Carl heard Carrie telling Tom to lie on the bed, then she teased him about his fading erection.

"I'm not done with this," Carrie said, tugging on Tom's half hard cock and turning him so that Carl would have a better view of what was about to happen.

"I just need a little time, I'm not a machine," Tom protested.

"Maybe that's what I need, should I get one of my vibrators?" Carrie teased as she removed the restraints from Tom's wrists.

"I don't think that will be necessary," Tom countered, blindly reaching for her. His hand found her head then pulled her up and kissed her on the lips.

"Don't you know where my mouth has been? If you need a hint just look down," Carrie said.

"If I didn't know before, I do now," Tom replied, then he kissed her on the cheek.

From his vantage point in the closet Carl watched as Tom made a trail of kisses starting at her mouth and rapidly moving towards her breasts. Almost immediately Carl was longing to feel Carrie's voluptuous breasts against his lips. He felt a pang of jealousy and envy as he watched Tom devour Carrie's tits.

"Oh yes, I like that," Carrie moaned, looking back at Carl. She pushed Tom onto the bed. She straddled him, pirouetting as she did so that her pussy was right above his face.

Carl watched as Carrie wrapped her hands around Tom's cock. It wasn't fully erect yet, but it was recovering quickly. Carl mentally compared the way the other man's penis looked in Carrie's hand to his own and smiled when he realized how much bigger his own equipment was.

Tom's hands were on Carrie's ass, and Carl had no doubt that Tom's face was between her legs. Judging by the expression on Carrie's face, Tom knew what he was doing. Carl licked his lips, tasting Carrie's essence. She was rocking her shoulders from side to side, causing her tits to sway. He watched as her nipples grazed against Tom's skin. Carl wanted to burst out of his hiding place and put his hands on her breasts. He wanted to tug on her swollen nipples, but instead he remained still and watched.

When Carrie started to stroke Tom's cock Carl followed suit, grabbing his own erection and slowly moving his hand up and down. The sound of Carrie's voice was mesmerizing.

"Oh, right there, yes, right there," Carrie moaned, "Fuck that feels so good. Oh, oh, oh, fuck yes."

The jealousy faded away, replaced by arousal. Carl never thought he would be so turned on by watching Carrie licking another man's cock. Her tongue darted out of her mouth, flicking against a bit of Tom's anatomy that Carl was all too familiar with. She was clearing enjoying it more than he did. Carl wondered if she would be equally happy pressing her tongue against another woman's breast.

Carl tried to fantasize about Carrie and another woman, but his attention was drawn to the scene in front of him. Carrie was sucking on Tom's balls as she stroked his cock, the she straighten up and put her hands on her breasts. She was grinding her pussy against his face.

"Oh baby, you are making me so wet. I want you inside me," she moaned, then moved so that she straddled Tom's hips. Carrie grabbed Tom's cock and pointed it straight up. She put her other hand on the bed for support and leaned back. Carl could clearly see the pouty lips of Carrie's pussy. The entire room faded away as he focused on the sight of Tom's cock penetrating Carrie. It seemed like everything was happening in slow motion as he watched her labia stretch to accommodate the girth of Tom's rigid shaft. When she had taken his entire length in Carrie leaned forward and put her hands on Tom's thighs, then she began to ride up and down on his cock. Over the noise of heavy breathing Carl could hear the wet sound of Carrie fucking Tom. She began to go faster and as she did another sound was added to the mix. Carl could hear Carrie's ass slapping against Tom's hips.

When she leaned back again Carl wasn't sure if she was doing it to put on a show or because she enjoyed the way it felt. He did not care; the sight of her grinding against Tom, of her pussy filled with cock and her breasts heaving up and down was a sight he knew he would masturbate to for the next few months. Carl realized she was looking right at him. Later he would wonder if Tom knew what was going on, if Tom knew that he was part of a show. Right now that did not matter.

Tom's hands suddenly appeared, one on Carrie's right breast and the other between her legs. He was pinching and tugging on her nipple and stroking her clit. Carl felt the beginnings of an orgasm and stopped stroking his cock. He was pretty sure Carrie did not want him to spray cum all over her closet. He continued to stare into Carrie's lust filled eyes. She leaned forward, pinned Tom's hands to the bed and began to ride up and down on Tom's throbbing erection, the sound of her flesh pounding against his filling the room again. Each time she raised her hips until only the tip of his cock remained inside her before she sank back down, taking in his full length. The impact rippled through her breasts each time she impaled herself of Tom's erection.

Carl could not take his eyes off Carrie's tits. As she began to grind her sex against Tom they slowly swayed back and forth, two luscious pendulums keeping time witht the rhythm of their fucking. Carl's eyes followed the gentle curve of her breast until it was interrupted by her dark areola and erect nipple. Carl was glad that she had broken free of Tom's grasp. Although seeing Tom's and Carrie's hands tugging on her tits had a pornographic thrill, Carl preferred seeing her breasts unencumbered. Carl wanted to step out of the closet and get closer. He wanted to put his hands against the bottom of Carrie's tits so that they would slap against his palms as she rode Tom's erection, but most of all he just wanted to see them up close. The rest of the scene faded away as Carl continued to intensely focus on Carrie's voluptuous breasts. The sound of Carrie's sultry voice was getting louder, pulling Carl out of his trance.

"Your cock feels so fucking good! Oh! Ca....Tom... you are going to make me come," Carrie growled, never looking away from Carl. She clearly liked being watched.

A feeling of elation raced through Carl's mind when he heard Carrie almost say his name. He wanted to hear her scream his name when he made her come.

"Fuck! Fuck! Fuck! Don't fucking stop!" Carrie cried out as Tom began to thrust his hips upwards. The sound of Tom and Carrie slapping against each other practically echoed off the walls.

When he saw her come on Tom's cock Carl once again felt a bit jealous, but he hoped soon enough he would be the one making Carrie scream. Carl did not take his eyes off Carrie until she climbed off of Tom and lay next to him.

"Can I take the blindfold off now?" Tom asked.

"I suppose so," Carrie replied.

Carl quickly and quietly shut the closet door. He could still hear Tom and Carrie's voices; they were just a bit muffled. Carrie was mostly laughing, then Carl heard the sound of them getting dressed.

"I can't believe you are kicking me out," Tom protested.

"My roommate will be back soon and she gets a bit weird when there are naked men wandering around" Carrie said.

"I assure you I am house trained, I can even put the seat down," Tom jested.

"Fool me once..." Carrie teased.

The voices faded quickly once they left the room. Carl opened the closet door just enough to continue his examination of her collection of sex toys on the shelf and on the wall. He was well versed in the nomenclature of the items, but had never actually used any of them. There were some he had never even touched. There were leather collars, wrist and ankle restraints, a spanker and a spreader bar. On the shelf was a collection of vibrators and dildos, small in number but not in size. Two of the toys were about the same size as his erect cock. Carl picked up the flogger and imagined slapping Carrie's tits with it until they were pink. With his other hand he picked up a riding crop.

Suddenly the closet door opened all the way. Carrie was standing there, once again naked. "I've been standing out here with nothing on for five minutes, what has you so entertained?" Carrie asked, taking note of Carl's erection. Carl stared back sheepishly.

"I see you found my toys, do you like the 'Captain's daughter'? Or do you prefer the crop? Would you rather dish out the punishment, or take it?" Carrie said, sidling closer to Carl with each seductive statement.

Carl opened his mouth, but no words came out. He was just impressed that she knew what the small whip was called by the British navy.

Carrie snatched the riding crop out of his hand, "First rule, he who hesitates gets dominated."

Carl looked nervously at the riding crop in Carrie's hand. He was both frightened and aroused.

"Get out here, I need a few more toys," Carrie said, pushing past Carl and reaching into the closet. She grabbed the leather collar and draped it around Carl's neck. It was black with a brass buckle and had six stainless steel rings spaced evenly along its length. She threaded the tip though the buckle, leaving it a bit loose. She had no doubt that Carl had a much better understanding of its purpose. Carrie had purchased both the collar and the riding crop as part of a dominatrix costume, but kept it when she discovered how much playing with them aroused her. The rest of the items were either gag gifts or impulse purchases. Carl could feel Carrie's breath on his ear. The collar was not so tight it was uncomfortable, but he was certainly aware of its presence. He wondered if she was going to put a leash on him and tie him up somewhere and leave. The warm flesh of Carrie's breasts pressed into his back and Carl felt her hands on his chest.

"So, do you like sucking cock?" she asked.

"Only if it pleases you Mistress" Carl replied, assuming his role as a submissive. He was not sure how to answer the question. The honest answer was not only no, it was fuck no, but that response might deter Carrie from giving him any more blowjobs.

"It probably was a bit much for your first time with a guy, maybe next time I should just have you two make out, that way you won't seem like such a slut," she teased, eyes gleaming. Carrie realized it wasn't so much what Carl did that excited her as the way he obeyed her.

She ran her hands though the hair on his chest and pressed her hips against his ass.

"Having you watch made me come harder than usual," she purred in his ear, "it certainly pleases me. Did you like what you saw?"

"Yes Mistress," Carl replied.

Any jealousy he felt watching Carrie ride Tom's cock had been dissipated by the arousal of watching her come. Carl began to wonder if he was a voyeur, but Carrie grabbed his attention when she slapped the riding crop against his thigh.

"Now it's your turn to make me come," Carrie said, "do you think you can last long enough?"

Carl was a bit stunned by her frankness. He had wondered how long she expected him to last. Carl had quickly come to the conclusion that compared to sex, masturbating was a lot easier to keep control of his orgasm.

"I will do my best, Mistress," Carl replied.

Carrie hit him with the riding crop again.

"That's not the answer I was looking for. Maybe we should work up to it," she said, a soft growl leaking into her normally sweet voice.

As a nervous sweat began to cover his skin Carl wondered what Carrie was talking about, he did not have to wonder for long. Carrie stepped in front of him and put the tip of the riding crop against his neck.

"I want you to just stand still while I try a few things. I think you need to learn a little self control," Carrie said, turning back to the closet. She bent at the waist, exposing her pussy to Carl. She was a bit surprised at how aroused she felt. The tryst with Tom should have been more than enough to sate her carnal desires, but all she could think of was having Carl's big hard cock between her legs. First though, she was going to have a little fun with him. She picked up a wide belt made of a silky smooth material and a bottle of lube, then turned back to Carl. She stood in front of him and then slowly sank to her knees, making his cock the focus of her attention.

"Let's start with a hand job," Carrie cooed as she poured the lube onto Carl's throbbing erection. She watched the clear fluid run down the length of his rigid shaft. When the liquid began to coat the neatly trimmed pubic hair at the base of his dick Carrie put one hand on his cock. She tapped the riding crop against his chest.

"If you come before I want you to I will have no choice but to punish you," Carrie said sternly, then she began to stroke his cock. At first she only moved her hand up and down the shaft, avoiding the more sensitive bits near the head. She heard Carl moan softly, but he seemed relaxed. There was no sign he was struggling to stay in control. Carrie decided to push him a bit more.

"So you liked watching me fuck Tom?" She asked. Before he had a chance to answer Carrie continued, "Did seeing my pussy wrapped around his cock turn you on?"

"Yes Mistress," Carl replied. As her words hit his ears Carl replayed the scene in his mind. Hearing Carrie describe it was just as arousing as watching it. Carl felt the first rumblings of his climax begin to build. She stood a little closer to him. Carl could feel her breasts brush against his skin. Her warm breath flowed around his neck as she spoke.

"He's pretty talented, but he does not have your gift," Carrie continued as she ran her hand up the entire length of Carl's impressive erection. The idea of Carl with Tom's staying power and technique would make for quite a fuck buddy. When her hand slid over the head of Carl's cock she felt a tremor pass through his body. Immediately she struck his chest with the riding crop.

"You better not even be thinking about coming yet," Carrie said with a scolding tone. The sting of the riding crop snapped Carl out of his daydream and his orgasm retreated back briefly. He looked down at Carrie's hand has it moved up and down his cock. It felt good, but was not as arousing as watching her get fucked.

"I think you are ready for a bit more of a challenge," Carrie said as she stopped stroking Carl's dick and smeared lube onto her breast.

Carl tried to keep his enthusiasm from showing too much as he gave his proper reply,

"Whatever pleases you, Mistress."

"Do you like my tits?" Carrie asked.

"Yes, Mistress," Carl answered.

"I like them. I like to play with them, did you know that? Sometimes I just squeeze them, and sometimes I like to pinch and tug on my nipples. I want you to think about that. I want you to think about me lying in bed, playing with my tits. Does that turn you on?"

"Yes, Mistress," Carl replied, his voice straining slightly.

"Would you like to see what I do when I am really horny?" Carrie asked, setting the riding crop down on the bed.

"Yes... Mistress," Carl stuttered, almost forgetting his role in their game. He stared down as Carrie as she knelt in front of him. When she had Carl's full attention Carrie scooped her breasts into her hands and caressed them for a few moments. Having Carl watch certainly made playing with her tits more arousing. With Carl's lustful stare almost burning a hole through her tits Carrie lowered her head and raised her left breast.

Carl leaned forward and tilted his head slightly so he could watch Carrie's lips wrap around her swollen nipple. He unconsciously curled his tongue, imagining what the turgid amber pebble felt like. Carl moaned when Carrie repeated the process with her other breast.

"But that's only when I'm really horny," Carrie said, and then she flicked her tongue across her nipple again.

She released her breasts and picked up the belt. Carrie wrapped the material around her torso, binding her tits together, and then she poured a generous amount of lube into her impressive cleavage.

"I bet you know what your next test is," Carrie said as she worked the slippery fluid between her tits with her fingers.

Carl was not sure what the appropriate response was. What Carrie was doing was a bit of a departure from what he expected a dominant to do. He wondered if she had a plan or was just making it up as she went along. Either way, he found it extremely hot.

"What's the matter, no blood left for your brain?" Carrie teased. She stroked Carl's cock, putting a fresh coat of lube on it. Then she hefted her tits up and leaned forward until the head of his cock was touching the gap between her breasts. Carrie let go of her tits and gravity took over. Slowly her fleshy mounds engulfed the engorged head of Carl's dick. Carrie picked up the riding crop again and lightly tapped Carl on the ass with it, "I want you to fuck my tits, but don't come yet."

Taking a deep breath Carl thrust upward until the head of his cock appeared between Carrie's breasts. There was so much lubricant that he could barely feel her tits, which was the only reason he had not coated them with cum.

"Don't come," Carrie said sternly, tapping the riding crop against Carl's ass to emphasize her point. She knew he was probably close to his point of no return. She wanted him to learn how to control his orgasm; she wanted him to be able to last long enough to fully satisfy her. Carrie bit her lip, stifling a moan. She suspected that if Carl knew how much she was enjoying his cock between her breasts he would be overwhelmed.

"That's it, nice and slow," Carrie moaned. She looked down just in time to see the head of Carl's cock emerge from her cleavage. She could see pre cum seeping out of it. She hit him with the riding crop again as a reminder to stay in control.

The stinging pain of the riding crop was a welcome distraction from Carrie's tits. A combination of deep breathing and a few pauses had allowed Carl to hold his orgasm at bay. He allowed himself an occasional glance down at Carrie. He wasn't sure what was more arousing, the sight of her breasts wrapped around his cock or her lustful stare.

The desire to have Carl's cock between her legs finally became irresistible and Carrie lifted her breasts off Carl's rigid shaft. She looked up at him.

"Lay down on the bed... on your back," she said, dragging the tip of the riding crop down his spine.

Gingerly Carl climbed on to the bed and rolled on to his back. Knowing he was still quite close to coming he tried not to look at Carrie, but he could not resist. He found himself in almost the exact same position as Tom had been earlier that night. Even before he saw her, Carl sensed Carrie's presence at the end of the bed. He looked up; her face was blocked from view by her ample breasts. The riding crop entered his field of view and Carl followed the tip until it rested on his chest.

"I'm ready for you to pleasure me," Carrie said sternly.

"Yes mistress," Carl replied, trying to sound confident. The truth was he did not know if he could hold back the orgasm that was already making his balls feel like they were going to explode. He watched Carrie's tits sway as she leaned forward enough for him to see her face.

The leather handle of the riding crop had never felt more right in her hand. Carrie had never understood how arousing it could be to be in complete control of another human being. Carl had to know she was making it up as she went along, that she wasn't really a dominatrix. But it did not stop her from trying. She extended her arm so that the tip of the riding crop pressed against Carl's erection. She pressed harder. Both the shaft of his cock and the shaft of the riding crop bent a little. Carrie stroked Carl's hard on with her toy. The tension in his body was palpable. She was torn between wanting to see how much he could take and wanting give herself to him. For reasons she did could not explain she raised the riding crop brought it down on his chest with considerable force. When she lifted it again Carrie could see a mark where she had hit him.