Gym Ratz, Round 01

I whimper as his lips grind against mine, already on fire, and when I feel his tongue touch me, my mouth opens like he had a key, and I suck it in gently. And when I feel his hand on my thigh again I spread my legs and moan. But he's not an animal, he kisses me like a pro, deep then teasing, then nibbling. And his hand has a light touch, moving slowly and lightly on my soft inner thigh.

I reach over and find the bulge without any trouble at all, and begin running my hand up and down it. And it's his turn to moan when I wrap my fingers around and squeeze a little. Oh my god, it really is as big as I thought! And I groan into his mouth when his fingers suddenly dig into my thigh and his tongue rams deep into my mouth. Oh fuck!

There's no doubt about what we both want, but this is not the place for it, so with the last ounce of common sense I have left I pull back my hand and gently pull his away. If we had gone any farther I might not be able to drive. I look at him with a smile, reassuring him, and gasp out, "Only two minutes!" as I start the car. Between him and the drinks I have real trouble driving, especially because he's running a hand over my hair and one up and down my leg, but outside the skirt now.

But we make it and I pull as close to the house as I can get. When I come around the car he's waiting but I grab his hand and just about drag him up the walk. I manage to find the lock and step into the hall in front of him, wondering through the haze of lust where to take him. But he stops me in my tracks when he puts his hands on my waist, touching the bare skin under my top with fire, then presses himself against my back. I'm already shaking, but I moan and my head goes back when his lips suddenly touch the side of my neck, and I just let myself fall back against him.

His lips leave a wet trail as they slide back, and when he nudges my hair away and gently nips the back of my neck I groan and push against his mouth, my hands grabbing his so he can't let go. And I feel it! His cock is pressing against my ass! He's not being nasty about it, but letting me know it's there, waiting.

Finally he pulls his hands free and they slide slowly up my sides, over the blouse, to my surprise. But they find what they want, and he cups me, squeezing lightly as he pulls me back even harder, I'm moaning and panting now, and when I turn my head, trying to see him he kisses me, hard, his tongue sliding deep between my lips. Oh god I'm so wet! I can feel something running down my thigh!

He lets me turn around, facing him, and then his hands move quickly back to my waist. Oh shit! He picks me up, right off the floor, turns and presses my back against the wall! And then he grabs both my hands with his, pushing them as high up on the wall as I can reach and presses against me, our bodies in a tight sandwich.

And now his mouth really goes to work! We kiss again, lips grinding and tongues darting in and out, playing with each other. But then he kisses my cheek and then, right by my fucking ear! And I almost go into orbit, gasping, moaning and turning my head to the side. And now his mouth and tongue explore while his hands go to work, sliding down my raised arms, then up and down my sides, grazing my tits but not lingering there, then down and behind me, cupping my ass and pulling me against him and his bulge.

He kisses down from my ear, nipping and licking at my neck, then down the side of my throat, and I push my head back, offering it to him. His lips suck, not too hard, his tongue leaves a wet trail, and his teeth graze playfully, but he doesn't hurt me or mark me. He's just driving me fucking wild, out of my senses! The noises I'm making sound pitiful, even to me, like a lost kitten, needing a home.

His lips move lower, into the vee of my blouse, and his hands start slowly undoing buttons! And it's taking forever! I wiggle and squirm against the wall, and my nipples are already so fucking hard, jutting out at him through the cloth. But finally he's done and parts the material just a bit, then kisses his way down, between my breasts without touching them. I'm moaning as I lock my fingers into his hair, and I'm so fucking glad I didn't wear a bra!

When he gets almost to my navel he stops, and his tongue leaves a wet trail back up and he slowwwwwwly pushes the blouse away, exposing me. And without lifting his head, he rubs his cheek against each breast and nuzzles against me. Oh god! My breathing is short and choppy and I'm shaking, head to foot. And my nipples want to explode, aching, they're so fucking swollen!

And finally, FINALLY! He slowly pulls his head back and looks, just looks. Then his eyes shift to mine and he says, "Ellie, they're gorgeous! They really are!"

Ohmyfuckinggod! That's the first really personal, tender thing he's said to me, and to this 42 year old woman who worries about her body every day it's like the voice of God! And he reaches out with both hands, covering and squeezing first, then letting his fingers catch the nipples. His eyes are wide open, staring, and he squeezes, then pulls, stretches and twists. And I'm making soft, gasping moans with every touch!

All I can get out is "Tony!" as I pull him to a breast with both hands, and his wet, warm lips slide gently over the nipple, sucking harder as he takes me deeper into his mouth. And he moans with pure pleasure as his lips nurse and knead and suck and his tongue swirls slowly round and round. My hands are pulling harder and harder, wanting him to devour me right now, and my legs are shaking like a leaf.

His hand on the other breast is positioned so that he can cup and squeeze me, but his fingers have hold of the nipple, teasing it constantly. And he begins to torture me, his teeth grazing the tender bud over and over. Then they suddenly lock around the base, and I gasp as he pulls back, stretching me! Oh fuck!

Right now I have just one problem, my legs are not going to hold me up any longer! And I cry pathetically, "Tony, please!" When he lifts his head and looks at me I just point down the hall past the living room. He leans forward for a moment, kissing me, then snatches me up off the floor in his arms, and I lock mine around his neck as he carries me to the bedroom. And we are both sporting Cheshire grins!

He sets me gently on the edge of the bed, but I know it's my turn now and I slide off and onto my knees on the floor. He doesn't have a belt so I reach for the button on his shorts and pop it open. But before I pull the zipper I lean forward and nuzzle for a moment against the bulge, then look up at him as I playfully run my lips along the length. And it's his turn to gasp and moan, his eyes staring down at me.

When I finally unzip, his shorts almost fall off and I see he's wearing boxer briefs. And I'm pleased to see that the end of that giant bulge is almost soaked with pre-cum! I grab him with one hand at the same time my mouth covers the wet cotton, and he groans as I suck and taste him. God I love his taste. And I love his scent! No cologne down here. Just MAN!

I look up at him with a smile in my eyes and give a little growl, biting hard for just a second before I grab the waistband and pull! Oh God! I'm suddenly face to face with what every woman dreams of and fears most. It's a beautiful long thick cock, and I'm afraid it's going to kill me and I have to have it! I grab him with one hand, just feeling the weight and all I can think to gasp out is, "Tony, it's so big!"

He gives me a strained laugh, and I grasp him with both hands, running them over it. I'm not so much stroking it as just wanting to feel it! But he moans and I know that's not what he wants, and I try to really stroke it, but it's dry and my hands don't slide easily. Only one thing I can do. I kiss it, then lick down one side, turn it and lick the other. And I giggle when I hear him shudder and gasp. And I know I have to try.

I press him against my lips, shut my eyes and open wide. I can't imagine it will fit but it does, and in a moment I have a mouthful of cock head! He moans and grabs my head with both hands as I swirl my tongue around his tip, sucking and nibbling. I begin to drool almost immediately, and when I pull him out for a moment he's dripping wet. I run my hand up to the tip, then back down, now nice and slippery, and when I pop him back in I squeeze hard, then jerk him as I suck.

But his hands are pulling and I slowly let him deeper into my mouth, using my tongue to keep him lubed up. When I figure it's all I can take I start to slowly move, sliding him in and out, but I still have one hand wrapped around him, and my lips aren't even touching it! So I try going deeper and deeper, and sure enough I begin to gag as it hits the back of my throat. He's moaning and growling now, and when I look up I see him staring down at me, watching intently as he disappears into my mouth. I'm drooling so hard already that ropes of spit drip from his cock to the floor every time I pull him out.

But I feel those hands tighten again, and he pulls when I take him as deep as I can. And Pulls! And I can't move! But his hands move my head up and down, side to side, almost shaking me, and suddenly, it's in my throat. And he keeps pulling until my nose is buried in his pubes and I can feel his balls against my chin. I put my hands against his thighs and push but nothing happens. And it's terrible and I want to scream but I can't make a sound. I'm sealed off by his cock! And I know I'm going to die right here, right now, but fuck! It's so erotic I feel like I'm ready to cum!

Just when I'm about to give up I feel his hands loosen, and he allows me to slide slowly back, under his control. Spit is pouring out of my mouth, and I'm gasping and gagging and coughing, but he just says quietly, "Ellie is a good girl! Fuck that's so good!" And after he allows me a few breaths he shoves the tip of his cock in my mouth and starts sliding slowly in!

I don't know what to do. I'm scared and I know I could fight him, even bite him maybe. But something deep inside is saying, "I want this! I love this!" And when he hits my throat again I tilt my head a little more and down he goes! And I know I have cock halfway to my stomach!

And, holding my head still, he begins to fuck my throat, long slow strokes, never pulling back enough to let me breathe. This is what it's like to be owned. My life and death is in his hands! But he has it timed right. He pulls back just when I can't take any more. And he lets me catch my breath just long enough. And after the fourth time I begin to realize, it doesn't feel as bad any more! My throat has given up and is open to him!

And suddenly I'm proud, that I can take this monster cock, all he has to give me. And it occurs to me that now I really have him under control. He'll do anything to have me take him like this. Every time down he was gasping and moaning and shuddering and jerking. And before he can pull me back again I grab his thighs and ram my mouth down over him, taking him all in one motion!

And I begin to bob, taking him deep and hard, realizing that it really feels better this way. I make little sounds, wet bubbly ones, as that big rod pistons in and out of my throat, and foam is coming out of my lips around his cock. I look up in time to see him throw his head back and yell, "Oh my fucking god!" And he grabs my head hard and growls, "Ellie, shit!"

I let him push my head back, knowing I've won and knowing I love it! Suddenly I have this power over him that he can't resist! It's a rush and I'll take all the gagging and choking for that! I can do what I want with this cock. And him! He's strong enough to throw me around, do what he wants with me. And I love that! But the ultimate power is mine!

And I use it! I wrap one hand around him again and guide him back into my mouth. And I suck, lick, jerk and bob, sometimes letting my teeth graze his shaft, sometimes nipping at his head. And he's bucking and jerking and moaning like he's in pain. But I know he loves it! He was so close, and I know I could have made him come in seconds. And I still can, any time I want!

But that's not what I want. We both have better things to do. I continue, giving him the blow job of his fucking life, but making sure he doesn't get there. And I reach my free hand down under my skirt, letting him see just what I'm doing. I'm so fucking wet! My thighs are running, and I jam two fingers into myself. I gasp and shudder for a moment as I start to fuck myself in time with the thrusts of my lips over him. And it's not long before I'm moaning around his cock and I know we're all done here!

I ease him out of my mouth with a big smile, and he reaches down, still gasping, and pulls me to my feet. Full of confidence now, I undo the skirt and let it fall, standing proudly as he stares at me. His eyes are almost like heat as he takes in my body. I know it's hard and lean and curvy and I want him to see every inch of me! And I reach down a hand between my legs and slowly stroke my pussy, staring him right in the eyes. Very softly, he gasps, "I thought you'd be shaved."

"If I was I couldn't prove it's natural!" And with an impish smile I reach down and run my fingers through my little muff of ginger red hair. "You like?"

And he growls, "Oh fuck, Ellie" as he picks me up again and sets my ass on the edge of the bed. But this time he reaches down and grabs my ankles, and before I can react my feet are above my head on either side, my ass rolled up in the air. And as he sinks to his knees his hands slide down my legs, ending up on the backs of my thighs and holding me in position. And he looks up from between my legs with a lear of lust on his face. And I think I'm about to be devoured alive in one big bite!

But he turns his head and kisses me on my inner thighs, one then the other, lightly running his lips and tongue along them. I shudder and gasp and sigh, and I wrap my arms around my legs, helping to hold them there. He teases me, then gives me the impish look and buries his nose in my bush, rubbing it back and forth for a moment as I giggle, then moan. Then he kisses me on my pussy lips, with a little lick. "Ohhh, Tony, shit!" I gasp out in a high, wavery voice as he begins to gently lap up my running juices, savoring them with a moan of satisfaction.

His hands are still holding me, but he slides them over the soft skin of my sensitive thighs and his tongue starts pressing harder as he licks up and down my lips. Now it's my turn to shudder and jerk, and gasp as his tongue parts my lips and goes deeper and deeper, up and down. "Oh GOD!" I groan as the tip suddenly slips in my hole! The sonofabitch is lapping up my juices like a cat with saucer of milk, and every touch forces a little whimper or gasp out of me.

Until finally his lips lock over me and his tongue plunges in, deep, deeper, deepest! Oh fuck! He grinds his mouth against my pussy, his nose between my lips and rubbing, and he tongue-fucks me and drinks as I gush into his mouth. I can't stand it anymore and I have to move, so I spread my legs wide and put my feet on the edge of the bed. And my hips begin pumping, ramming my pussy into his face over and over. He's got me moaning and squealing and whimpering all at once and my whole world is that mouth on my pussy! Who's got the power now, girly?

I start to shudder, and I know I can't possibly take much more of this, but as I'm about to push him back his lips slide up and his tongue finds my clit! I squeal and my whole body bucks. And his lips slide over it and he sucks gently as his tongue goes round and round the swollen tip! My hands grab little balls of sheet and I hold on for dear life, gritting my teeth, eyes clamped shut. And I just can't shut up squeals as my body is bouncing on the bed.

But when his teeth graze the tip, that's it! I throw my head back and scream as my hands pull at the sheet and my legs are thrashing in mid-air! And that tongue is still gently swirling around. Minutes later, when I'm finally lying panting on the bed I can open my eyes again, to see him staring down at me with a big grin. "Holy shit, Tony!" I gasp.

"Holy shit, Ellie!" he laughs back, and plops down on the bed, lying beside me. He slides his arms around me and gives me a kiss with his incredibly cum-covered face! I can taste myself but I don't mind it and I give him a playful lick, then use my hand to wipe his face. I roll over once to get us into the center of the bed and he follows, then kisses me again. Right now this feels fantastic, just what I need, and I love how he jumps when I reach down and wrap my hand around his cock. And we make love for a few minutes as I slowly stroke him.

He begins playing with a nipple, stroking and squeezing lightly, and I moan with pleasure at his touch. But I can feel the fire building in me again. And then the hand slides over my hard tummy to my pussy, and he trails one finger lightly up and down my lips. I shudder and my hips lift slightly, and I softly moan, "Ohhhhh, Tonyyyy,' almost in fear.

I may die now. His cock is so big and gets so hard and I've never had anything like it before and it may split me open and kill me. But I'll die with it in me because that's where it has to go now. Nothing matters but that. And when he pushes himself up I grab a pillow and put it under my head because I have to watch.

I spread my legs wide for him, knees up in the air, and he kneels between my thighs. He pushes that big head down and rubs it up and down my leaking pussy lips and I lift my hips a little for him. And I stop breathing as he pushes against me, and the tip opens me and oh my god he's sliding in and it hurts and I cry and I'm stretched so wide and... and... and... it's in me!

Not very deep, but the pain was momentary, and I can feel him, so big! I can feel my cunt throbbing, trying to adjust, and it's a good thing I'm so dripping wet. Suddenly I'm gasping, breathing deep and hard. And he leans forward, breathing hard too, as he puts his hands on both sides of me. And when he pushes gently my hips react, pushing against him, and suddenly it's much easier!

When he pulls back slowly, almost out, I whimper, not wanting to lose him now. And his hips thrust, in again. And again, and again, a little deeper almost every time. And I spread my legs even wider, wanting, needing, demanding all of him! Both of us are grunting quietly, moaning with every thrust. I'm so tight and he's so hard and oh my fucking god I'm shaking 'cuz it's so good!

"Ellie, shit!" his way of telling me it's good for him too, or maybe too good, as he stops moving for a moment. And he shudders as he bends his head down to kiss me, and I'm afraid maybe he's losing it, but he relaxes and we smile at each other.

In a minute he starts moving again and I join him, slow, easy, there's still a ways to go and he's already exploring new territory. But it's good. Oh god, it's so good! But it's getting better and he starts going a little harder, and in a moment there's a loud slap as our two hard bodies collide. Oh god, he's buried in me! And I'm so fucking full. Stuffed with cock. But I'm still alive! Burning! On fire! And he grunts and slams it in once more just to be sure. And now I want to be fucked to death!

He pushes back up again, kneeling, and grabs my hips, then starts fucking me with a slow rhythm which gradually increases. And as we both relax he goes harder, until my body is bouncing on the sheet with every thrust, and I have to moan and grunt. I just keep my legs as wide as I can, luxuriating in the feeling like I've never known before. But my hips begin to pump in time with him, and now our bodies slap together with every thrust. There is something about his hard body over me that's especially erotic, I can feel his power right through his cock! We are both breathing hard and deep, and I can see a sheen on his forehead, but he doesn't let up, and the bed is creaking a bit now, and rocking slightly.