Penelope

She sat up.

"Don't fall in love with me or anything." She joked, I could hear the sarcasm in her voice. "We're just fucking, remember. I'm just here for sex, nothing else, and you better want me the same way."

"I am." I said. But I guess I didn't convince her. She sat up, covered her bare breasts with a pillow, and leaned a little forward.

"Can we talk?" She asked.

"Sure." I got comfortable.

"Look, I came to the store tonight not looking for any of this. I just came for the usual talking we do and...Well... I began to wonder what it would be like to kiss you." There was a pause in her talk. "So I did and you were good."

"Thanks. You were too." I said.

"Really?"

"Yes! You were wonderful!"

"I wasn't so sure. You seemed to hesitate a little. I wanted to do more but then I thought I had gone too far or come on too hard. That was why I left suddenly; I got spooked."

"No," I said. "You were wonderful. I just, sort of, didn't know what to do next. You took me by surprise."

"Sorry."

"No! No! It was great! I just couldn't think fast enough and so I was a little behind you. Hell, it took me a minute or two to realize you were gone when you left!"

She laughed. "Really?"

"Yes! You made my day. Hell, you made my month! Then, after you left, I spent the rest of the time trying to figure out what I had done wrong to make you leave."

"Nah, you didn't do anything to make me leave. I sort of scared myself away. I thought for sure that you would think I was a slut or something and I ran."

"I wouldn't do that." I lied. "You're not a slut." But of course I would think she was a slut -- that was exactly what I wanted! I wanted someone that was going to have sex with me, not some good girl that would kiss me and then take off!

"So... you liked what happened at the store?" She asked.

"Liked? Loved! I couldn't think of anything else until you knocked on the door! I kept thinking about what happened over and over in my mind; wondering what I could have done different to make you stay."

"And I kept thinking about it too." She said. "I kept thinking about how nice it was to kiss you, to hold you, to be held by you. It was very nice."

"Yes, "I echoed, "it was."

"I drove around thinking about you and now nice it was with you, how nice what I felt was... and I suddenly found myself wondering what it would be like to do more. So I came up here and thought, he will either invite me in, or tell me to go to hell. I knocked."

"And I opened."

"Yes."

"Happy with things so far." I asked leaning forward.

She moved the pillow off her body and moved onto her hands and knees to put her smiling face just inches away from mine. Her breasts hung down deliciously and swayed heavily as she moved.

"Deliriously. Remember, I almost orgasmed."

I could see a glint in her eyes. She was getting mischievous. "Almost?" I said and reached out to cup one of her dangling breasts.

"Almost. I expect you to give me that orgasm tonight, at least once or twice..and soon. If you do, I will make it worth your while. And if you don't, I will be very unhappy." She leaned back to sit on her legs folded beneath her now.

"How so?" Now it was my turn to be mischievous. She crossed her arms over her naked breasts. I noticed the nipple that was showing was erect and wondered if she was turned on or just cold. I figured probably cold and here was my chance to make a few points with her.

"Are you cold, Penny?" I asked.

"Nah." She said offhandedly.

I took off my shirt and handed it to her. "Put it on."

"Thanks." She smiled and pulled the shirt over her head.

I laughed at her; she was almost completely lost in my shirt. It was at least 4 or 5 sizes too big for her and the short sleeves came down to her elbows while the collar seemed to come almost to mid chest on her. If she stood up -- I bet the shirt would have covered her to her knees! Yet somehow it made her even more erotic.

"Nice chest." She said admiring me.

"Thanks." I don't know why she said it. I was more than a little overweight and had been trying to loose the gut -- but it just wasn't happening. But then I thought of her old boyfriend and how he had been a little overweight... maybe she was a chubby chaser?

"I like a man with some mass." She added.

Yep, I thought.

"I like a heavy man on top of me. I like that feeling, you know?"

"Ok." I said, not sure of what to say next.

We sort of paused there for a second; I wasn't too sure what to do next and I don't think she did either.

Finally, she said, "So are you going to get naked or what?"

I laughed and made a show of it -- best I could. Gave her a strip show. Come on, give me a break, I'm a white guy and I can't dance. My stripping was bad, and made her laugh more than once. Eventually I was down to my briefs, tented out with my erection.

"Stop," she said, "and come here." She motioned me to her with her finger. "I want to unwrap that myself." I took a couple steps towards her and stopped. "What's wrong? Come here," she repeated.

"No. I'm wearing only one thing and giving you a show." I turned sideways so she could clearly see the hard on I gestured to like a game show model. "And you are laying there in two. Looks to me like someone is a little over dressed."

She laughed. "True, but you've seen, and had, some of my goodies," she reached and cupped a breast. "But I've had none of yours yet; Hell, haven't even seen it yet. Hint. Hint... and don't worry, I won't break it. I just want to look at it, hold it, maybe even...uh... taste it?"

The smile on her face and arousal in her eyes moved me to her. She reached out to my hips slowly, her eyes locked on the pushed out material of my shorts. That was when I saw her hands clearly; they were shaking. She was as excited and nervous as I was! Her fingers were cold on my skin as she began pulling my shorts down. My cock hung up on my waistband

"Let me let him out." She said as she pulled the waistband of the shorts out and freed my erection from my briefs. I watched her as my briefs fell down my legs into a puddle around my feet. Her eyes never left my cock now bouncing slightly with each heartbeat just inches from her face. Her cold hands, still shaking, wrapped themselves around the base of my cock. I jumped.

"Damn, your hands are cold."

"Sorry, but your very warm right here; so my hands will be warm soon." She looked up at me as her hands began to move up and down my length. "Can I tell you something?"

"Sure," I croaked out. Her hands were very talented and I had quickly stopped caring about the temperature of her hands and more about their movement. She was lazily moving her hands up and down, playing with the head, and then gently squeezing me randomly as she moved.

"I was a little worried earlier that you would be a little...small, or maybe too long. I had a boyfriend once that was really long and thin like a pencil and wasn't a lot of fun. But you," she squeezed me lovingly and wrapped one hand around my girth like she was measuring me, "are just right. I like'em thick and you are definitely thick."

I didn't say anything then. I just looked down on her and watched as she watched herself masturbate me. She was very talented with her hands and I really didn't want to distract her. She gave me a couple quick tugs and pulled away from me to lie back on the bed.

"But, now I am definitely overdressed." She said as she reached under my shirt, shimmied a little, and brought out her panties. She slid them down her legs, demurely ensuring I could see nothing while doing so and handed them over to me. "Better."

"Almost."

She plucked a bit of my shirt up between two fingers. "This ole thing?"

"Yes. I'm naked and your not. Not fair, is it?"

"Yes, it's not. But you see, I'm here," she moved back farther on the bed and pointed to herself, "and you are standing there. I have no plans to take off this shirt. If you want it off, you will have to take it off; and since you are not in this bed..."

"Move over," I told her. She did.

I lay down on my side beside her and pulled her to me. She was warm in my arms and her leg quickly moved up along my naked side to rest on my hip. My cock, throbbing even harder now, was bumping happily on her thigh as I kissed her deeply. I had began the teasing kisses I had done earlier when she pulled back a little and looked into my eyes again.

"No."

"No?" I asked puzzled.

"No. No more kissing and fooling around. Take this T-Shirt off if you want to, I don't care. Just put this," She grabbed my cock and scooted down to push it against her vulva, "here."

I smiled and moved on top of her. She never let go of my cock; she kept it against her vulva as I moved. Her legs slowly moved along mine. Her shins and inner thighs running along my legs. When she was finally on her back and I was between those beautiful legs, she drew them up along my hips and began to push my cockhead down toward her opening. I took the hint and rocked my pelvis out and then back and she placed me against herself.

I didn't pause when I felt the pressure of her body against my cock head -- I just began to bear down and almost immediately slipped a little into her. She cried out, so I paused for a moment to stop and enjoy her as she got used to me.

"All of you." She said.

I looked down at her looking up at me. Looking longingly into my eyes.

"I want all of you inside me. Don't wait... just...."

I thrust down into her hard, not letting her finish her sentence, and felt my balls slap against her as our pubes met. She grunted.

"Like that?" I said.

"Uh huh," she panted back. Her legs wrapped around me and her hips lifted and pushed up towards me. She was trying so hard to get as much of me inside her as she could. Well, I'm a gentleman and I was always told to make the ladies happy. So I ground myself down against; trying to sink everything of me as deep as I could. She seemed so turned on; so ready to cum. I wondered how far I could go with this before I too would go too far and this would be over. I had an idea.

I pulled out slightly to allow myself to get up and move.

She moaned, "no..."

I grabbed her legs and pulled them up so her ankles were at my head and then back down so her thighs were almost parallel to the bed. The back of her knees were at my elbows and her legs wide apart. I knew I couldn't open her sex up to me any more than that. She was balled up on her back with her pussy laid out for my thrusting. I pushed to rest of me back into her. I would go deep this way and so moved slowly.

A seconds or so later and I was again inside her as deep as I could go. My balls rested on her ass. Her eyes were closed and her breathing shallow as I began to grind into her, pushing and rubbing my pubic bone against her. Her legs and back strained to push her sex up and against mine.

"Oh, God, "she hissed, "you feel so good inside me."

I ground. She pushed up at me.

"So good..."

I changed the angle of my grind and pushed against her.

"So... full...."

Grind.

"So... big..."

Slight pull out and thrust back in. She yelped then hummed; her eyes still closed. I rocked myself and ground into her and she made a throaty, happy noise.

"Do you like that?" I whispered to her.

She shook her head yes.

I pulled out slightly and slammed my hard cock as far into her as I could. Her head snapped back, her back arched, and her hands shot up and held onto my arms. She cried out in pain and desire.

"Or did you like that better?" I asked.

She shook her head again.

"This?" I ground against her as hard as I could. She tensed herself against me and the sound she made made my head spin. I pulled as much of me out of her as I could without disentagling us or moving her and then rammed my cock in as hard as I could. "Or this?" I hissed.

"Fuck!" She yelled out and raised herself up off the bed. Her eyes opened wide when I thrust into her and now stared up at me. This was a completely aroused woman desperately enjoying the fucking I was giving her.

That look she gave me turned me on even more. I wouldn't be able to do this much longer. Each thrust had gotten me closer to cumming than I wanted and my grinding caused some truly beautiful sounds to come out of her and I am a sucker for the sound of a woman in orgasm. I can never control myself around one. If she cums, I do too. So I had to slow this down or it wouldn't last.

I slowly pulled almost all of my cock out of her and, just as slowly, reversed direction and slid back in. She closed her eyes and made noises in both directions. I then repeated my movements and she repeated the noises.

I thought this was good. I could keep this up longer and we could have a lot more fun. But she wanted no part of that. About my third or fourth slow movement, she opened her eyes and said," No. Hard."

I kept thrusting slowly, feeling that tingling sensation at the base of my cock, deep inside me, that told me I would soon have a large and long orgasm -- very soon. I felt a heaviness in my cock, it was like what I was thrusting had suddenly become thick and heavy and needed more to change direction.

"I can't, or I'll cum." I said pushing into her.

"Don't care..., " she hissed as I continued to move inside her.

"But I don't want to..." I was having a hard time talking, thrusting, and vainly trying to control the feelings that would soon overwhelm me.

She opened her eyes and stared up at me.

"Fuck me hard!"

It was now that I realized she had only been laying there, had been letting herself become lost in my movements within her. I hadn't been in control of our fucking; she had simply given me control. She had allowed me to push her along to orgasm and she had been relaxing and enjoying the ride. But my stopping the movements she wanted had snapped her back to reality and now she was going to run the show.

"But I won't last."

"I don't care." She said, then paused. Her face softened and she reached up to stroke my face. "We have all night to make love. All night to take our time. Right now fuck me. Fuck me hard until you cum. Understand?"

I nodded.

Her legs had slipped down a little and she reached out and grabbed the backs of her knees and pulled herself wide open for me.

"Hard fucking." She mouthed to me.

"Yes, Penelope." I said.

Now here is where it got interesting. Because, in the next few seconds, I got some mixed messages from her. Her face clouded over agrily; but I felt her pussy contract and almost gush at the same time.

"What did you call me?" She asked angrily.

"Penelope." I said. Again the contraction around my hardness. I hadn't had a clue earlier -- but I had a clue now. This, for some reason, turned her on. I slowly began moving within her.

"Faster." She said.

"No, Penelope." Another contraction; but this one tighter since I was pushing in when I said her name.

"Don't... call.... me..."

I never let her finish her sentence. I began to pound my cock into her as fast as I could. I would pull almost completely out and then slam myself into her, my balls slapping against her with the wet sound of a sloppy pussy. She was so wet, it made wonderfull, squishing noises as I push and pulled myself in her. Her eyes were closed again and her head thrown back as I shifted from just pushing into her to pounding myself into her.

The wet pussy sound filled the room along with the scent of her as I pounded into her. The sound of our breathing became labored and fell in time with my thrusting. Even her cries fell into time with the pounding I was giving her sex.

"Like this, Penelope?" I asked, and was awarded with a hard pussy squeeze that almost sent me over the top. But I controlled myself the best I could and continued my assault on her.

"Don't." she hissed between thrusts.

"Ok, Penelope." I said, knowing it would bate her.

And it did. About the fourth or fifth time I had called her Penelope, she yelled, "Call me that, will you?" and began to really bear down on my cock hard every time I plunged into her. I knew it wouldn't be long now. My cock seemed so heavy, so huge inside her. I knew it was filled with blood and would be nearly purple with sex. I looked down between us and saw it, slick with her juices, almost purple in color and so inflated it seemed almost painful. I was in heaven.

And that is when I felt it. That dull emptiness of feeling at the base of my cock as it begins orgasm. And she must have felt something as well. She looked up at me and whispered, "You're gonna, aren't you?"

I couldn't talk anymore, couldn't even shake my head. I just kept thrusting into her. But my eyes must have told her all she needed to know.

"You're so big inside me now."

She pulled me down on top of her as I continued working on her. Her legs came free from me but she kept them in the air. I moved my arms under her and around her back to hold her shoulders from below to stop her body moving away from me when I thrust!

"I'm close, baby." She hissed in my ear. "Cum inside me, please baby. Cum and I'll cum."

That statement alone made it so hard for me to continue. My cock must have been huge inside her. I was so close I started having problems controlling my movement. My thrusting became jerkier, and I knew I was just a thrust or two away from exploding.

"Fill me, baby. Fill me up." She chanted as her sex began twisting, milking me from inside her. I was dizzy; and all seemed to recede away. All I could think, all my mind was filled with was my cock moving inside her and her pussy wrestling with it. Her pussy pulsed with her gripping of me and it was making me lose that last bit of control of myself. My movements were now near spasms and I knew I was there. I began to yell as I felt myself come to the edge; but not over.

It was the sound of Penny, straining underneath me, sloppy wet sounds from her sex, moving toward orgasm herself that sent me over the top. Her chanting had stopped and she was grunting into my ear with each badly done thrust. Her grunting sent me over the edge. I knew she was cumming, or was very close, and that thought sent me into orgasm. I lost control of my body as it overwhelmed me. I tried desperately to push completely inside her before the end. I don't know if I succeeded really.

I screamed as I came, my cock shooting into her, filling her with my cum, pulsing with each jet of sperm I shot into her. It was like I was pumping my life into her and I was lost in my orgasm, everything around me was gone -- the only thing I was was cock filling her with sperm.

I don't know how long I came, I think I might have blacked out. I just remember that hot, almost uncontrollable moment before cumming and the feeling of my life leaving me and entering Penny. I could feel my strength failing me even as my cock began to shrint inside her. I lay my head down onto her breasts. Her legs were down now, her hands gently stroking my face and hair.

I looked up at her. She had a huge smile on her face. "You, "she said, "are SO good!"

"Am I?"

She laughed. "Yes, you are." She ran her fingers through my hair, twirling the hair around her fingers.

"So are you." I said.

"Thank you."

"Did I do good?"

She laughed again. "If you mean, did I cum.... Oh yeah....a lot."

"So did I." I said.

"I know. There is a lot of you inside me."

"Not now, I fell out."

"Yes, but you LEFT a lot inside me."

I moved up to look into her face. "Is that alright?"

She pushed my head down back onto her chest. "Yes. I already told you that. I'm very happy right now. Freshly fucked, sticky, and full of cum. I feel... yummy."

It was my turn to laugh. I got off her and rolled onto my back. The T-shirt she was still wearing was dark with our mingled sweat and had been shoved up her body to lodge against the underside of her breasts.