Holly Ch. 03

He started kissing her and moved to her ears, around her throat, over her shoulders until he reached her breasts.

He slowly kissed each one teasing around the areoles not touching the nipples at all. Holly was moaning more now, but he continued teasing and her moans increased. He noticed when he did this that her nipples seemed to grow longer.

When he finally took a nipple in his mouth, Holly screamed, "Oh Yes,Yes,Yes." He rolled the nipple in his mouth while gently pulling on the other. After a while he took the nipple lightly in his teeth and pulled it out from her breast. Her moans told him she was enjoying this. Billy moved to the other breast giving it equal treatment all the time while also tweaking the other nipple. A little later he started kissing down below her breasts until he got to her naval, but after a little tongue play, Holly moved and said, "My turn, let's get your clothes off."

Billy reluctantly sat up replying, "Alright, but take off your skirt first."

"Why do you want my skirt off?"

"I think you are planning on giving me one of your fantastic blow jobs and if you don't have your skirt on, it will be that much better."

Holly grinned and reached for the fastener releasing the skirt which she removed and tossed with her other clothes. She saw Billy had removed his polo shirt in the interim. As she reached for the belt buckle, Billy noticed she was wearing black panties.

Holly unbuckled the belt thinking, 'I'm so hot, I had to slow things down a little. Giving him a blow job will give me some time to cool down a little, not that I'm not enjoying this but need to gain some control.' She pulled his pants down, helped him to remove them and tossed them in the clothes pile. He was standing there in his briefs, but only temporarily since she grabbed, pulled, removed and tossed with rest of the clothes. His cock was standing at rigid attention but soon became more stiff. Holly put one hand around the shaft, moving up and down slowly while she cupped his balls with the other gently massaging and squeezing. Continuing with her stroking she licked and sucked each nut separately causing a sharp intake of breath from Billy. She drew more moans of ecstasy from him as she slowly licked up the shaft covering it with her saliva. She got to the tip sticking her tongue in the slit wiggling it around. "Oh Babbby, that is soooo good!" Billy moaned breathlessly.

She slipped the tip in her mouth and sucked and by Billy's reaction she knew he was gone. Holly continued down the shaft sucking and swirling her tongue over the stiffness. She started a bobbing motion up and down and Billy started moving his hips in rhythm with her ministrations. But he really lost it when on a down stroke his entire dick disappeared into her mouth. The sight of her nose in his hair and the feel of her chin on his balls was too much for Billy and he shot his load down her throat. Holly slowly sucked up the shaft stopping at the head and started sucking in a strong manner. Billy felt his legs go weak, and moaned.

"You are the best cock sucker in the world!" When he came down from his orgasmic high she let his deflating dick slip from her mouth.

Billy almost fell to the mattress he was so weak. He gathered her in his arms, "You are so good at taking care of me," he said as he started kissing her working faster, but hitting all spots of earlier. He continued south of her naval, and went down her right thigh on the outside and returned up the inside. He slipped around her snatch, repeating the same path on the left leg but kissing her through her panties when he reached the destination. He noticed she was wet as there was moisture on the panties as well as scent of her arousal. He continued sucking on the outside and slipped his fingers under the crotch band feeling her curls. He traced around her lips several passes. When he touched her clit with a wet finger, Holly's hips bumped up. Billy reached for the top of the panties and started removing them.

"What are you doing?" Holly said angrily, "I don't think this is a good idea."

"Honey, I just want to make you feel as good as you have me. Here look at my cock and tell me what you see."

"It is soft, I don't think I've ever seen it like that."

"Right, so there is nothing to be afraid of. Let me pleasure you."

"Alright, but don't get any ideas," she said as she raised her hips so he could remove her panties, the last of their clothes to reach the pile.

Billy went to work where he left off and as he traced her lips with his tongue she moaned and opened her legs a little. When he spread them and started tongue fucking her she opened them as far as she could giving him complete access He went to work with relish eventually taking her clit in his mouth. As he was sucking on it he pushed his middle finger into her pure cunt. She jumped at the intrusion, but relaxed when she realized it was only his finger, and she started moving her hips in motion with Billy's finger. Shortly she grabbed his head pushing his face into her pussy, "I'm cumminnnnng," she screamed as she flooded his mouth with her orgasm.

He kept sucking until she reached down and pulled him away from her. When he reached her mouth she gave him a deep kiss tasting her juices.

"That was amazing. I've never felt anything like that."

"I can make you feel even better if you let me fuck you."

"Billy, I really like you, but I am not ready. You've gotten farther than anyone, probably half way home from third."

"But look at what you do to me," he said as he directed her to look. She saw a complete hard on.

"I appreciate your gesture, but I am not ready and I don't know when I will be. Will you settle for another blow job?"