A Learning Experience Ch. 02

I could see Cindy's body leaning way over towards the pilot's seat and I could pretty much guess what was happening up front. With Andy's head leaning back and moaning as loud as I was, there could be little doubt who was doing what to whom.

My hands massaged Mel's head, as it bobbed up and down bringing me closer to blowing my load. I tried to think of toasters, washing machines, anything else, but it was no use, her mouth was just too magnificent.

"I gonna cum babe!" I yelled to try and give her warning, but almost instantly I was jetting into her mouth stream after stream of hot seed, of which she did not allow a single drop to fall outside of her mouth. She again scooted up next to me and kissed me, putting her hands on the back of my head and neck. But this time she still had a mouthful of my cum that she shoved into my mouth with her tongue. With my head in her vise-like grip, I couldn't have pulled away if I'd tried, but I never tried, I swallowed a bit, then pushed it back into her mouth, and we played back and forth with it, which I later learned was called 'snowballing'. It wasn't one of my favorite things, but she seemed to relish this, and I liked pleasing her, so we ended up doing it often.

Now it was my turn to 'go down' on her, so I scooted down her bustier encased torso, tweaking her nipples along the way as I rolled her onto her back. Once I got to the pink thong, I realized it had a bow tie on each side and released the knots, then slipped the panties off completely.

There before me trembled her beautiful pussy. I studied it first, letting my fingers explore along the lines and folds that my eyes were admiring. She glistened in the late afternoon sunlight that streamed in through the planes windows. Thus far in my short life I'd found fellatio to be my absolute favorite sex act to perform, perhaps it was because of my desire to become a woman that I was fascinated by the female's vagina. I dipped a finger into Mel's juices, rubbing it into her velvety opaque skin like some kind of beauty cream. Leaning towards her, I slowly inhaled the musky scent. Her cute (and in our case very appropriate) little 'landing strip' of pubic hair that she hadn't shaved off, tickled my nose as I gently pressed my mouth against her slit, giving soft kisses all along its length. I felt her shudder as I carefully stuck my tongue out and just barely leaned into her pussy, teasing her by licking as softly as I could.

Her taste was almost indescribable, a luscious balance of sweet and tangy. She was absolutely delicious, and I wanted more. Her breathing was faster now, and just the sound made my cock begin to get hard again. I licked her in all the places I thought she would truly enjoy. By this time my tongue was going deep inside, and it roamed freely around her very wet pussy.

After several minutes of this, I began to sense that she was ready for climax, so I began exploring from the bottom up, eventually landing squarely on the tight bud of her clit. I used my left arm to hold her steady and I slid two fingers of my right hand as deep as I could into her, and curled them up just slightly as I pressed my tongue to her clit and sucked gently. As she cried out, my cock twitched. I softened my tongue and licked my way around that little magic nub before closing my lips over it again, sucking her gently. She tensed and her body rose up to meet my mouth as she came, and this time, she came hard!

She gave a short, violent scream that was almost immediately choked off as all the muscles in her body locked for a few seconds of complete stillness and silence, then Mel sucked in a ragged breath and her body started to shake. I kept the pressure the same and didn't move, I didn't want to change any of the sensations that were coursing through her body. As her multi-orgasm wore down, she screamed a series of vocalizations all while her body bucked against me with violent spasms.

"Oh shit! OhGodOhGodOhGod... Yeessss!... P-pleeeease!.. Noooh... oooooh..."

I was treated to a mouthful of her delicious pussy juice which I swallowed down and then licked my lips. Mel shook for the next few seconds, still mostly locked up, and then let out a loud, explosive breath, followed by a period of heavy panting. I watched her body relax and muscles release as she came down from her climax. Slowly and gently, I slid my fingers from her soaked folds and lifted my head to look up at her, and could see her tear-filled eyes look back to me.

"Oh Jack!" Mel cried, "Oh my God, what did you do to me! Don't you ever, ever leave me, I want your fabulous tongue in my pussy every day... Oh baby, all I could see was stars, it was so wonderful, and I just hoped that it would never stop!"

"Don't worry darlin'!" I said, "I'll never stop until you tell me to!"

I then sat up in the middle of the rear bench, facing front. Once Mel had recovered a little bit, I helped her sit on my lap backwards so she was facing me, towards the plane's tail, with her legs straddling me to either side. This way she could ride me using her knees, and I could give her some help, lifting her up by her waist.

I kissed and nipped her breasts to get her juices flowing again, and then I lifted her up over my waiting cock. She once again gave a quick yelp, as my cock was all-at-once embedded into her gorgeous cunt. When she started pumping her knees up and down, I kept a firm grip on her torso, and then from time to time I'd dive in for a lick or a bite of her breasts. To keep things interesting, I'd bite into the nape of her neck, just enough to leave a light hickey. But I could feel the electricity of each and every bite, lick, or kiss and I felt as hard and alive as it was possible to be. The other wild effect that hit from time to time was the turbulence, as it buffeted the plane up and down, giving an extra punch to her pussy on the ups and would perform an entire cycle on the downs. First dropping me down and out of her, followed by the up that would happen at the end, causing another, slightly less dramatic, punch -- driving me back into her pussy.

She made the most erotic sight I've ever seen, her head tilted back with those soft blond curls bouncing over her smooth shoulders. Hardened nipples on those bouncing mounds of flesh, sometimes going straight up and down, but usually jiggling themselves right out of the half cups of that pretty pink bustier. Sweat was now forming everywhere as I worked to pick her up, and then slam her pussy down onto my cock. And this time I was lasting pretty well. I felt her approaching another orgasm, and I knew matching my thrusts with the planes movements was driving her crazy!

Sure enough, I could feel her cunt gushing its fresh cum over my cock as her body once again sent small ecstatic waves of pleasure through her mind. Then I would pick up right where we left off, slamming her again and again down on my hard fuck toy. Sometime after her third climax, I suddenly felt my balls pull up and I knew I wanted to try to get her to cum one more time along with me.

I wrapped my arms around both her torso and arms, at her elbows. Then hooked my hands behind her back and squeezed her down onto my cock, holding her there as hard as I could while I climaxed. I'd never cum so hard before, and screamed so loud I was afraid I'd hurt her eardrum, so I brought my mouth down onto the side of her neck to absorb the sound, but it seemed as if I was holding on to her with my teeth as well.

Holding Mel so tight now pushed her right over the edge, once again sending her into multi-orgasmic bliss. She could only manage a full-throated scream once, her forearms writhing in the air as if she wanted to fly on her own. After two more spasms, she released her breath in a massive sigh before her eyes rolled back, and she passed out. I was worried that I may have hurt her, so I slowly released my grip on her, gently laying her down on one of the blankets, and then wrapping the other one around her shoulders. I wiped those beautiful blond curls away from her face and gently stroked her cheek with my finger until I saw her eyelids flutter. Then I knew I could relax again as she slowly came back from whatever orgasmic fantasyland she had retreated to.

"Time to open those pretty eyes sleeping beauty," I whispered.

She gave me a huge smile as her eyes opened, and then I knew she'd be fine, I kept cuddling with her for a while longer until she seemed to be a little more 'with it'. When she said that she was thirsty, I leaned over to grab a bottle of juice for her and then I tapped Andy on the shoulder to tell him we'd be ready to swap places with them in a few minutes, once we'd gotten dressed.

I got dressed while Mel began to get her strength back, and then helped her to get into her clothes too. It was now time for mid-air musical chairs, as I would attempt to swap myself into the pilot's seat, hopefully without losing control of the airplane. We started with Cindy joining Mel and I on the backbench seat, then Andy moved to the co-pilot seat and I jumped into the pilot's position. After a brief pow-wow about a few items like where we were, available fuel, that kind of thing, Andy popped into the back with Cindy, and then Mel came up front to keep me company while I kept us airborne. As long as nothing happened, it was simply a matter of leaving the autopilot on.

As expected, nothing out of the ordinary occurred, and besides switching over one of the fuel tanks, my job was pretty boring, just the way I liked it! Mel said that from her vantage point, what was going on in the back seat was some of the hottest sex that she'd ever seen. I'd have to take her word for it, remember I was supposed to be keeping my eyes to the front!

Anyway, once Andy and Cindy had pretty much worn themselves out, Andy broke out the champagne from the cooler, along with 4 plastic cups (you were expecting fine crystal?)... We all gave a spirited toast as we joined the Mile High Club!

After one more round of 'musical chairs', Andy managed to land safely, and without anyone needing any airsick bags. I proposed taking the girls out to dinner, so we'd have something to eat, before the long drive to Andy's parent's house. So we stopped at a steak house that was on the way back to school, since the girls needed to get back to their cars in the college parking lot afterwards.

They had good food at reasonable prices, which made sense for a restaurant so close to a college. After a couple hours we'd eaten a big meal and a few drinks each before we realized we had better call it a night. At least I think that's how it ended, but I can't for the life of me remember. Luckily, Andy made himself the designated driver and only had one beer. I'd been told that I was supposed to be celebrating, and had downed a few of my favorite '7&7's. The only problem there was that I now had a hard time remembering exactly what I was supposed to be celebrating. I don't think I'd ever had such a bad reaction to alcohol before that night, maybe it was just a combination of all the stress, the flying, and everything else that had been happening.

I do remember finishing my last drink as the girls got back to the table after returning from the ladies room. Right after we paid the bill, I got up from the table, but felt very strange, and slightly dizzy... or it could have been slightly strange and very dizzy. I think we made it out the front door, with Andy helping me into the car, but from there things got fuzzy, and then finally... went completely black.