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I sat on his lap and put my arms around his neck and kissed him again. I could feel his smooth soft hands feel all over my back and down to my bum. I loved being touched by him. He was so tender and sensitive. I wanted him to touch me all over, but right now I just wanted him naked.
"Get undressed, Lionel," I whispered in his ear and I stood up in front of him. Slowly he started to take off his clothes. It was painfully obvious how scared he was. I helped him while talking softly and calmly to him to try to make him feel more at ease.
Finally he was down to his underwear. I couldn't wait any longer. I fell to my knees in front of him and grabbed his underwear with both my hands and pulled them down. He knew enough to raise his bum, but nevertheless, his boxers got caught up in his cock and I had to lift them up to come clear. When they fell to the floor, I finally got a good look at his monster.
Now it was my turn for my mouth to hang open, for I had never seen a cock that big in my life. I thought Bobby's was big, but this was monstrous. Bobby's was about 8 inches long and normal thickness, but Lionel's had to be a good inch longer, maybe even more. And talk about thick. Even at my age, my fingers just managed to go around it.
It was rock hard and only inches away from my face. I could see a steady stream of his precum oozing from his hole. God, just looking at that thing was making my young pussy burn with desire and I could feel my own love juices running down my legs. I had to get that monster into me, but right now I couldn't move. His cock mesmerized me. I managed to reach out and grab hold of it with both hands. I just held it there feeling its hardness and heat.
Some of his precum was running over my hand now. Slowly I leaned forward and guided it into my mouth. Wow! I could hardly open my mouth wide enough to get it inside. It was a real mouth full for a thirteen-year- old girl. I imagined how it would feel in my young teenage pussy. But that could wait. Right now I had to taste him.
Slowly I lowered my head to this wonderful and thrilling sight in front of me. My heart was beating fast and I was breathing hard. I kissed the head and some of his precum stuck to my lips and stretched out like a string of spaghetti as I moved to another part. I cupped his balls in my hands and gently played with them. I knew I had to be gentle with them as Bobby had taught me that I could easily hurt a guy if I got too rough.
I kissed and licked all down one side of his shaft to his balls and up the other side. Lionel's cock seemed to grow right before my eyes and it was throbbing. Next I engulfed his head with my mouth and started to suck on it while rubbing my tongue all along the tender underside where Bobby told me was the most sensitive.
Lionel had never experienced his cock being sucked before. He was hanging on to my head and instinctively started to hump in my mouth. He was pushing it so far into me that I started to choke. I had to stop him and get him to settle down. He settled down and I was able to now suck him like it should be done. I ran my tongue around his huge shaft. Then I concentrated on that sensitive area just beneath his head on the underside. Lionel was now half-crazy with passion. He was crying out and swearing.
"Oh God Carol! Oh God I love it! So... fuck'n' good! Mmmmm God yes! You're so good. I never dreamed this could be so fuck'n' good. Suck me. Oh, God Carol. Don't ever stop."
It was obvious Lionel meant every word he said and that inspired my tongue to do its magic as I sucked on Lionel's cock. I could feel it throbbing harder and harder. I could feel it growing in my mouth. Suddenly, Lionel pulled it out of my mouth. "Oh God, Carol. I'm cumming! I'm cumming! Oh God." He was almost yelling at me.
"That's okay, baby, don't worry. I want you to cum." I said as I wrapped my mouth around his throbbing cock again. I got it in my mouth just in time for instantly wad after wad of his sweet, hot, salty cream erupted into my mouth. God, this guy could cum.
Even with all the practice I'd had recently, I couldn't keep up with the volume gushing from him. I tried to swallow it as fast as I could but I still couldn't keep up with it. It started to leak out of the side of my mouth and flow down my cheeks and onto my breasts.
Finally Lionel slowed down. I now had time to think about how it tasted. I was surprised that it was no unlike Bobby's or Brad's. It was slightly different just like Bobby's is slightly different to Brad's. But they were remarkably similar. The only real difference was that Lionel seemed to have volumes more. Maybe that was due to the fact he wasn't fucking every day. I don't know.
I kept his cock in my mouth making sure I got every last drop of his precious baby seed. I looked up at him. His head was back and his eyes were closed. He was still hanging on to my head and he was smiling. I could feel it shrinking now so I let go of it and sat on the bed next to him. Even in it's now limp state, I couldn't get over the size. I put my arms around him and we both fell back and laid there for maybe five minutes without saying anything. Then Lionel sat up and half leaned on me. He kissed me so tenderly that goose bumps formed all over my body.
"Carol," he said "I don't know what to say. I never expected anything like this. Oh, God. You've made me so happy."
Lionel started to cry. I knew why he was crying and so do you. I didn't know what to do so I just held him and rocked him and ran my hands all over his body. I ran them over his head and he accepted that. I thought he might not like it but he didn't say nor do anything. His head felt so nice and smooth. I really loved his bald head, but I wasn't about to say anything about it to him.