Valerie Comes Out of Her Shell Ch. 2

Val was lying on her right side, facing me, lying on my left side. The huge comforter was pulled up completely over our heads.

"I'll warm us both..." she said to me, breathing quickly, smiling wide and inhaling through clenched teeth. Her tiny left hand was clasped very lightly around the shaft of my thickening cock. She slid it fast, up and down, not gripping me at all really, just sliding her hand with her fingers loose but wrapped around me. The feeling was unlike any handjob I'd ever had. I closed my eyes and grinned under the cover.

"Mmmmm... seems to be working..." said Val, "dam... mmmmm... oooohh..." I reached toward her and rested my right hand on the luscious curve of her hip. "MM! DAM David!" she exclaimed suddenly and then began sliding her open palm from the tip of my hardness down and back behind my balls, cupping them a bit each time her hand withdrew. With her warm body under the cover plus her hot breathing, in five minutes I had begun to get too warm. I pushed the cover back off of the two of us.

Valerie then tipped her head down and looked at my straining cock. She was breathing through her wide open mouth very deeply. Just the sound of her inhaling... exhaling gave me more of a turn-on.

"Hon... oh..." I said reaching down to lightly grasp Valeries' upper arms. I wanted her to stop stroking me off. She had me a lot closer to filling her hands with cum than she knew.

"What's wrong...?"

"Absolutely nothing, baby..." I pulled her hands away from my cock as I moved up onto my hands and knees, rolling her onto her back and straddling her across her slim waist. I put one of Val's hands on each of my thighs and straightened up, took a deep breath. "You're gonna make me go POP! too soon..!" I said looking down at her. From a window at the top of the basement wall to my right, sunlight poured in. This was the first time I'd seen Valerie completely nude in good light. My breath caught as I gazed hypnotized at this perfect body...

Val was lying flat on her back with her arms now at her sides. Her hair framed her face and spread across the pillow all around. She had tan lines, very faint, but lines they were. Her breasts were somewhat flattened across her chest and swelled at each side, full and curved. Tiny brown nipples no larger than the end of my thumbs and standing out proud and stiff, pointing slightly left and right. Her tummy was taut and flat with a womanly swell that invited the lips to taste and explore. Inward navel, so puckered... so cute. Val's hips curved out then turned back in again to provide for her firm and long thighs. Tan lines here. She favored a French cut bikini and pulled the waistband very high upon her hips while sunning.

I moved back further... now sort of hunching on her legs just below the knees. Her mound was exquisite to look at. Thick, copious brunette pubes... very dark and trimmed, but completely covering her mons. The night before, while kissing and loving Valerie here, I had thought that she must have a very generous pubic thatch... I could feel the thickness of the tiny curly hairs but could not see in the dim candlelight. Now my suspicions were confirmed.

"Ohh, sweet girl..." I whispered and leaned over to kiss her bush very lightly, inhaling her sweet musky scent, "you... are... incredible..." I kissed again and again, then just stayed there... my nose buried in her gorgeous warm female sex.

"Valerie...." I whispered into her pubics. "So sweet and warm...." My tongue had begun to tease and poke a bit... exploring and delighting in the salty and musky tastes it encountered here... there. I wanted her so badly now my head spun. I slowly began kissing around the top of her moist slit. Val's clitoris was swollen and peeking from between the inner labia... shy, reserved. Just like the girl herself. I kissed her there... sucked, licked. Val cooed her approval of my proddings. I had another plan...

I kissed, licked, kissed my way up her tummy very slowly and steadily until I was on all fours and hovering over her firm round breasts. I licked each nipple and made them wet... glistening in the sunshine through the window. I blew on them lightly and watched both become stiff little knobs riding her boobs and pointing up so cute. I now crawled forward on my knees until I was straddling her chest with my throbbing hardon standing tall right above her breasts. I reached with my left hand and pushed my cock down to her chest. I began to glide my hips to and fro... sliding my cock along slowly. Val lay watching what I was doing... a satisfied and curious look on her face, but made no other move.

"Ever do it Russian style, hon..?" I said.

"What's Russian style?" she asked, furrowing her brow a bit.

"Hold them together..." I said. Val lay still, then looked up at me with confusion on her face. "Like this..." I said and reached down to gather her lolling breasts to push them together. "You do it..." Val somewhat clumsily put a hand on each boob and tried to create a cleavage. Her hands slipped loose...

"Make fists..." I folded her fingers up into the palm of each of her hands, "then gently push so they just touch together..." She was a natural. Soon I was pumping along as Val stared down between her tits, watching my cock glide back and forth. I was intrigued that she had never done this before now. "Mmmmmm... that feels good..!" she said grinning and glancing up at me now and then.

"Make me slippery, hon... use a little spit..." I said. Val eagerly tipped her head forward and met the tip of my cock with her pink, wet tongue. I groaned and watched her expertly begin to meet my thrust and swirl her tongue around the head in perfect timing. I was harder than ever now.

"Oh... wait..." she said and let loose with her right hand. She very quickly and demurely drooled spit onto her fingers then slid them under my cock. Placing her fist against her breast again she said, "Now try..." I moved half an inch and let out an animal roar. So warm and slick there between her boobs... I pulled back, pushed in, back, forward... Quickening my pace, I could feel the first tingle of an impending explosion. I pumped faster... riding her tits madly... throughsting at breakneck pace... "Jeee-sus Val.... I'm gonna cum baby... uhhhhmmmm ohhh UHH!!" Jizz blasted from the tip of my cock. Val was not quite ready for it. The first wad splattered onto her upper lip and gum, but at once she opened her mouth to catch the next two spurts. She extended her tongue and murmured in her throat, lapping up the remaining dribbles and smiling all the while. My legs trembled and quivered... my arms were weak and shaky from supporting my weight above her. It took all of four minutes!

Finally my spasms subsided and I lay next to Val, spent and breathing hard. "That was very different..!" she said enthusiastically, smiling and wiping the errant spurt from her chin and cheek then licking the goo from her finger. "Be right back..." she said and leapt from the futon, then disappeared around the screen. I lay very quiet and still then thinking how dumb Valerie's ex-husband must be..! This girl was a dynamo-plus. Soon my heart was to normal rate and my cock lay limp and happy against my thigh...

"David... stand up..." I heard Valeries' voice from behind the screen. I guess fifteen minutes or so had passed while a lay there enjoying my afterglow... dozing a little.

"Val..?" I said, sitting up on my elbows.

"Stand up and come around the screen, David..." I detected a hint of whimsy in her soft voice. I stood and carefully stepped around the screen on still shaky legs.

"Come over here..." she said. Val was kneeling on the carpet, still nude, but holding a big wooden spoon in her right hand. I grinned and walked toward her. To her left was the container of homemade ice cream she'd been working with when I'd arrived the day before.

"What are you doing, Val..!?" I said, half giggling. She motioned for me to come closer still. When I was standing directly in front of her, she reached up and placed her left hand on my thigh. "Stay right there..." she said sternly, grinning. With that, Val turned at the hip and scooped a large helping of the ice cream out of the container. She glanced up at me, smiled very wide and sweet, then opened her mouth to accomodate the spoon and the ice cream together. Next, she stuck the spoon back into the container to her left, then reached up and held my ass with each hand. She looked up at me again, then, tipping her head upward, she deftly opened her mouth and slipped my flaccid cock into her mouth.

The feeling was unlike anything! Alternating warm and cold sensations over my entire cock, she quickly bobbed her head up and down, sliding me into, then out of her mouth. My being soft made it possible for Valerie to take me in completely into her mouth. Very slowly I felt the coldness begin to subside as the ice cream melted and Val swallowed it. Soon, I felt nothing but hot mouth on my thickening cock and just when I thought I could concentrate and look forward to another paralyzing orgasm, Val had scooped another helping of the ice cream onto the spoon. She let me loose for just a moment, refilling her mouth with the sticky cold goo, then engulfed me once more. This served to slow the erection I was beginning to get... it was heaven.

Val kept this process going for what seemed like an hour. My cock would become stiff, then Val would insert more ice cream into her mouth and slow the building sensation I had. Finally, I began to beg her not to take any more... just let me finish! I was wobbling back and forth, my knees buckling from time to time. At last Val sucked and kept sucking... I could tell she wanted it now. Her right hand cupped my balls and her left was in her own crotch working her open sex. Her nipples were stiff and pointy and she was moaning deeply, urgently as I began to smell sweet female wet drifting up from her to my face. I throughst my hips gently, meeting her throughsts. A dribble of the ice cream had made a sticky track over her lower lip, then dripped onto her breasts. I could hear her begin a sort of sexy, demented chant deep in her throat... "mm-hm... mm-hm... mm-hm..." coaxing me, urging me. She was very, very into her actions at this point. I was distracted for a moment when a disturbi! ng thought entered my mind... 'Is this woman sick in the head...? About sex...??' but it passed as soon as I heard Valerie begin her own orgasm...

She moaned with a high wail in her throat that turned me loose as well. For about three seconds the feeling was so intense that nothing happened! I was sure I was cumming, but there was no initial spasm... All feeling seemed to end for this moment and I hitched in a breath, holding it... then an orgasm like none I'd had before began. It was long and drawn out. No bucking, jerking squirts... just a tingling and draining feeling as my cum very politely exited. The jangling, slow spasming in my gut made me howl and call Vals' name over and over as she groaned and squirmed before me. My cum must have lasted 90 seconds. Even as my cock went soft once more, the tiny electric jolts continued until every single trace of cum went into Vals' sweet, sweet mouth. I was hunched forward, balancing on her shoulders, knees bent slightly... breathing hard and seeing spots.

"Uhh... mother mary that was.... my god Val... " I panted into her right ear as she continued to slowly milk my limp cock in and out of her warm mouth. At length she slipped me out but held it with her hand, kissing it and nibbling softly... purring and murmuring quietly. "I gotta sit hon..." I said, kissing the top of her head and wavering back on my heels. She stood slowly, unsteadily and hugged me. We turned slowly and walked to the futon, laid together in each others arms... and drifted off to sleep once more.

I awoke perhaps an hour later and looked over at the sleeping angel next to me. She snored very softly. I slid my right hand onto her hip and then around to her firm round butt. Kneading her bun slightly, my cock once more began to thicken. Val moaned low and soft... "mmmmmmm...." I had yet another plan...

But that's yet another story...

To Be Continued...