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I went home and had a quick shower and changed into a nice and sexy pair of thong panties. To be honest, I took a pair of Sandie's because I didn't really have any thong panties. I knew Sandie wouldn't mind. She said I could take anything of hers. I didn't wear a bra, only a tight fitting short tank top. I put on my nicest pair of jeans, clean white socks and my best casual shoes. Again I covered myself up with Bobby's jacket.
I rode my bike over to Lionel's place and put it in his back yard because I didn't want anyone to see it there and maybe tell the wrong people. I went in the back door without knocking. I couldn't see the Lion anywhere down stairs. As I entered the hall, I could hear music coming from upstairs. I guessed it was coming from his room, so I tiptoed up and stood in front of his door. The music was coming from there. The door was slightly ajar. I could see that he was alone. He was reading and listening to his CD's.
I was about to walk in when I thought I'd give him the nice surprise. As quietly as I could, I got completely undressed. I even took my socks and shoes off. I gathered up all my clothes and slowly opened his door and slid in as quietly as possible. I closed the door behind me put my clothes on a nearby chair. I just stood there. He hadn't noticed me yet so I cleared my throat and he almost jumped a foot in the air. I laughed so hard that my sides ached. You never saw a more surprised and pleased guy in your life.
"Carol." He yelled. "Oh wow. You are so beautiful. I've been thinking so much about you."
He got up off the bed and walked toward me. I could see a bulge in his pants and it was getting bigger by the second. I moved forward to meet him and we kissed. God, this guy really learned fast how to kiss. It came so naturally to him. But don't forget, he had a good teacher. (Blush). His tongue searched all over my mouth and soon started dancing with mine. In one easy movement, he picked me up and carried me over to his bed and lay me down. He laid partly on top of me and continued to kiss me as passionately as Bobby ever kissed me.
I was completely enslaved with him. I would let him do anything he wanted to me. He ran his hands through my hair and all over my body. He cupped my titties and rubbed my pussy. My pussy was soaking wet by this time as anyone knowing me would guess. He kissed all over my face. He kissed my nose and my chin, my cheeks and my forehead, my eyes and my ears. He slid down and sucked and licked my titties. He took each of them in turn into his mouth and ran his tongue around my nipples. They were as hard as rocks. He started to lick down my tummy and stopped at my belly button. God I thought I was going to die.
His tongue poked into my nice little belly button and drew circles around it. I was moaning loudly now. He hadn't even touched my pussy but I was on the verge of a wild and powerful orgasm. I grabbed his head and hung on so tightly that it must have hurt him, but he didn't say a word. He just kept licking down my body.
He wasn't leaning against me any more, and he was still fully clothed. Where did this guy learn to do all these things? It was only a few days ago that he didn't have a clue about sex. Now here he is bringing me to a powerful orgasm without even touching between my legs. Wow. He must have had a good teacher...he-he-he...
My legs were hanging over the edge of his bed. He had slipped down and was kneeling on the floor. He was teasing me. He knew that I was so close to cumming. He positioned himself between my legs and I could feel his breath on my pussy. That was all I could take. I threw my legs around his neck and started to cum. I grabbed his head again and pulled on it. My leg muscles pressed his face into my sopping wet pussy. The other muscles all over my body were jerking so badly I was almost falling apart.
"Oh, Christ, Lionel. I-I-I'm c-c-c-cumming. Ohhhhhhh. Godddddd. Lionel." I was yelling. I'm sure the neighbors could hear every word.
Lionel started licking my cunt as I spewed out copious quantities of my sweet nectar. Lionel continued to lick and got most of it, but some did escape and run down my legs and into my bum.
Finally, I couldn't cum any more. I relaxed my legs and let go of Lionel's head. He came and laid down beside me again and started to kiss me. I could see his face was all wet from my juices and some was running down his chin. I kissed him like he had never been kissed before. My love juice tasted so good on his lips. I was speechless and out of breath. I don't ever remember so strong an orgasm. I just laid there and held Lionel to me. I never wanted him to leave me.
"Oh, Lionel," I finally said. "That was really something. Where did you learn to do that?"
He smiled at me and said "I don't know. I just did it. Everything is so easy with you."
"Ahh, Lionel, that's so sweet. Do you really mean that?" I asked knowing full well that he did.
"I sure do." He said and kissed me again.
We laid there for a few seconds. Then I realized he was still dressed.
"Hey, that's not fair," I said as I got up and stood in front of him with my legs spread apart and my hands on my hips.
"What?" He asked.
"You're still dressed."
I could see that he still had his hard on. I bent down and undid his belt and pulled his pants off him, then his T-shirt and socks and finally his underwear.
Was he hard? Wow. You better believe it. I took his cock in my hand and just held it for a few seconds. It felt so nice and silky soft to the touch yet it was so hard. My hand could still hardly go around it. I looked at Lionel and asked, "Do you want me to suck your cock, Lionel"
He didn't have to say a word. I knew just by the expression on his face. This time I was on my knees in front of the Lion. One hand held his mighty shaft while the other one fondled his balls. I hadn't paid much attention to his balls before. They were nice and big and felt nice in my hands. I never did this to Bobby, and I don't know what made me do it to Lionel, but I took both of his balls in my mouth and sucked on them gently and ran my tongue around them and rolled them around in my mouth. While I was doing that, my hand was slowly stroking the Lion's penis. I remembered what Bobby saying about a guy's balls being very tender, so I was careful not to hurt him. He seemed to like that. He was breathing hard and moaning softly.
I released his balls after a few minutes. I sucked and licked on his shaft near his balls and ran my tongue up and down the whole thing. When I got to his cock head, my tongue started to lick the underside of it, where Bobby told me was the most sensitive place. It must have been for Lionel too, because he started to jerk wildly and he grabbed my head and tried to fuck my mouth again. I never liked my mouth being fucked. Not even by Bobby. I told Lionel to relax and let me do it. I stuck his cock in my mouth again and started to suck on it like a sucker and run my tongue around it. I could feel it starting to twitch and to grow in my mouth. I knew it wouldn't be long before I'd get another taste of his sweet but somewhat salty cum.
I was getting more and more excited by the second. My cunt was dripping my love juices down my legs. Lionel was moaning loudly now. It was only going to be seconds. I sucked harder and harder and licked the underside of his head hard and fast. Suddenly Lionel let out this howl and his whole body went into spasms and gallons of his baby seed shot into my mouth. I was ready for it this time. I knew there would be so much of it that if I didn't start swallowing right away, I'd loose half of it. I wasn't about to let that happen. He kept cumming in my mouth and I kept swallowing. Finally he relaxed as he shot his last wad of juice in me. I kept his cock in my mouth till I felt it start to shrivel.
I looked up at Lionel and I could see that he was smiling at me. He grabbed me under my arms and pulled me up so that we could kiss.
He was so strong then that an overpowering feeling of safety and security went through my body. I couldn't help but wish that the Lion would be around forever to protect me.
The feeling was so strong that I had to sit up and cry. I buried my face in my hands and sobbed loudly. Lionel sat up and put his arms around my shoulder. "What's wrong, baby? Did I do something to hurt you?"
"Oh, Lionel!" I sobbed. "I want you to be with me forever but I know that you won't. I can't take it. What am I going to do when you are gone from me?"
The Lion started to cry now too. He held me tight. "I know, sweetheart. I know. It's not fair, but there is nothing that we can do about it. I want to be with you forever too. The best we can do is to make the most of what time we have together." He found it hard to talk about his pending death. He wiped the tears from his eyes then wiped them from mine. He held my chin in his strong hand and turned my head and looked deep into my eyes.
"Carol, you've made these last few days the happiest I've ever know. Let's not spoil it by wasting time crying. Let's enjoy each other." He smiled at me and I immediately felt better. He was so strong that his strength rubbed off on me. We kissed and kissed and kissed. Our hands explored each other's bodies. His cock was getting hard again and my pussy was getting wetter. Lionel fell with me on the bed and when he slipped between my legs I grabbed for his cock and guided it to my nest. No sooner was it there when he jammed into me so hard that it almost took my breath away.
I don't know what it is about this guy, but he makes me cum so fast and so hard. I can only put it down to its size. I had a wonderful orgasm within about one minute. I wrapped my legs around Lionel's waist and pulled him tightly into me. My nails scraped along his back. I looked at it later and I did draw some blood. I hope Auntie Pat doesn't notice them. How embarrassing that would be.
As you probably know by now, I'm very vocal when I have an orgasm. This time was no exception. Lionel knew that he had brought me to another orgasm and as usual, he was very pleased with himself.
He didn't stop fucking me just because I had cum. He kept right on doing his job. And what a job he was doing. His strokes were becoming slower now. Slow and long. He had discovered that by pulling his cock almost all the way out of me till just part of the head remained buried then slowly pushing it back inside till our pubic areas were touching, not only gave me great pleasure, but gave him pleasure as well. Also he could last longer.