Challenge

She pulled the phone back to her mouth, and took her eyes off Tom. Staring straight up at the ceiling, she struck a pleading tone. With a hint of frustration added.

"Yes, it is an important night. You know that. But I was worried about him. That's all."

She was still staring up, when he peeled away the boxer-briefs, finally freeing his growing hard-on. His dick pulsed and bobbed towards her. She started to say something into the phone when she glimpsed in his direction. Her eyes locked on his taut cock facing her and she froze. She couldn't look away.

More stammering from the phone where Gary had to be talking broke her trance. Tom started getting under the sheets and settled beside her. She was breathing hard.

"Listen, I have to go. Everything's fine, and I just need you to relax. Okay?"

Tom hit the light beside them while she hung up the call without saying goodbye. In the darkness, he waited. He made no move towards her. They had said they weren't going to do anything.

She tried to sound serious. "You are so bad."

"Yeah, I am." His arm went around her and brought her close.

She turned on her side, nestled facing him. Her hand rested on his bare chest, and they both had to be aware the sheet covered to his waist, but his hard cock tented there.

"I was caught off guard tonight." She said it softly.

"I bet."

She was silent a while but moved her face to rest pushed on his upper chest. Her hand drew about his chest.

Even softer, she opened-up to him. "Did you want me to say yes?"

He didn't expect this. "Yes to his proposal?"

Silence.

He kept it straightforward. "Yes, I did. You want to marry him."

Hearing this, first she stayed still but then her face brushed against his chest.

"You want me to be happy."

"I want you to be happy."

Very slightly, her face angled more down. He wondered if she stared at the lump of him under the sheet. It wasn't throbbing anymore, but it was still prominent.

Her hand drifted lower and onto his stomach. Caressing circles, it got far enough to graze the sheet at his waist. Her next words came almost as a purr.

"I don't want to lose what we have. What we have now."

"No?"

Her face lifted enough to peck a kiss in the middle of his chest, and then rested back again, almost imperceptibly lower. Rather than at his pecs, her cheek pressed mid torso. He started growing under the sheet again.

Her voice sounded thick. "No. I don't. We can keep what we have."

"We can?"

Her head nodded against his skin. "Yes. We can."

"I don't know."

She stiffened, clearly not expecting this from him. Only a second passed and she relaxed again. She made her words clear in the dark of the bedroom.

"Yes, you do."

He smirked. "I'm worried."

She braced again. "You're worried?"

"I'm worried about you trying to do that. Be with him. And see me? I don't know."

Her hand left his stomach and went to her face. He couldn't see but she likely rubbed her eyes or covered them a moment, pondering what he said. Or maybe her own thought?

"You know I can do that."

"I do?"

Her body flexed a bit as she drew a deep breath, and then moved her hand.

"Yes, you do."

Her hand grasped the sheet at his waist. Delicately, she lifted the sheet and flipped it away, exposing his hardening dick into the open. The fact she did that made it bounce around even more.

He struck an exasperated tone. "I'm not convinced. I think it'll cause a lot of trouble."

"You do?"

Her hand went down and wrapped the base of him. He flinched hard at this. Her small hand holding his engorged shaft drove him wild.

"Yeah, and I think you know it, too. You just can't do it."

Her face edged down his torso, a couple of moist kisses planted to his stomach. Her fist moved up and down him, and he couldn't help a grunt out loud. She had him close again already. He never got this close to cumming this fast like he had with her.

She purred again. "Is there anything I can do to convince you?"

He thought of a response, and before he could speak, her head went lower. The unmistakable feel of her soft, full lips going on and around his head shook him. He moaned aloud.

She paused, and he resisted pushing her head down him. He just about couldn't stand it. Knowing it was her, and his dick was now in her mouth made his head spin.

"Fuck." He groaned.

When she moved again, her mouth was slow. Her lips tight to his shaft, her cheeks hollowed in and her mouth clung to him. Sliding down and down, she went as far as she could. With him at her throat, she sucked on him hard.

Again he moaned loudly and he was as hard as he'd ever been.

Staying slow, she went back up him until her lips stopped at the ridge of his cockhead, and then she descended back down until her mouth was stuffed completely with his cock. Another turn of this was all he could take before he was maneuvering her around.

Her face came away from him and looked back. He was pushing at her side to reposition her. He moved to where she got between his legs and faced him. His dick was still in her hand, in front of her face, and she looked past it to him.

Weakly, she pled. "Tom... ."

He answered right back. "I want to see."

She stared a moment. Then repeated as if disbelieving. "You want to see."

Still looking straight into his eyes, her lips went to his cockhead and kissed. His cock jerked in her fist. Another kiss and this time her mouth came over him to take him inside.

She kept her eyes on his, even though her face had to tilt down to get her mouth onto him. It looked awkward for her to try to watch him back and still accommodate his dick, but she did it. She was wanting to give him exactly what he wanted.

Before she had gone slowly, but now, facing him and putting on a show for him, that changed. Her fist pumped and her head bobbed. At times, she blinked fast, looking like she was struggling. Still her pace stayed greedy. He couldn't fathom this from his mom.

He couldn't tell where his cock ended and her mouth began, as her warm wet sucking devoured him. He knew he was going to cum very hard. He yelped out a warning to her.

"Oh god, oh GOD, I'm about to."

She stared straight ahead to him and seemed to redouble her effort. She even moved her face more and moaned herself hungrily. He could feel her tongue the sensitive underside of his dick.

"OOOOHHHHH!!" He screamed and convulsed, his cock firing his cum over and over. He was thrashing about and shots of tingling and euphoria ran through him.

Still spasming, his cock left her mouth, leaving his spurting cum to streak at her mouth and cheeks. She shut her eyes closed, but held onto his dick, milking every last bit from him. He finally moved his hands to her and stopped her in place.

As both of them settled down, her hand that held his cock let go. She held her hand to one side, keeping it aloft and away, no doubt concerned with it being drenched with semen. Her other hand started the embarrassing task of wiping at her face, but the wetness coated her cheeks, her chin, and her lips. Most of her face looked slick.

She started to hop off the bed. "Be right back."

He reached and stopped her. "No."

She didn't want to face him but this surprised her. "Huh?"

"No, lie down." He started pulling her to lay back.

Her words came urgent. "I need to clean up."

"No."

He laid her back, and when she tried to put a hand to her mouth, he stopped her. His own hands put both of her hands over her head. Leaning over her and holding her hands over her head, he spoke gently but firmly.

"I want you to lay back. Either keep your hands over your head or you can put them in my hair."

"What?"

He left her hands above her head and then started moving down her body. He commenced pulling her tee up.

She spoke up fast. "No, no! Tom don't do that. I would need a shower. Don't."

"Stay there. I want to do this. You're fine."

He went lower, and as he did he glimpsed her hand go to her face to try to wipe her mouth.

Swiftly, he reacted. He turned her onto her side. Yanked the tee up and exposed her thighs and ass.

"What did I tell you?"

His flat hand tapped to her ass cheek twice, but then smacked that same cheek hard the next two times.

"OW!"

He put her back flat on her back and she just stared-up at him, wide-eyed, shocked, but captivated now. Something seemed to light in her eyes. Her mouth went to speak but she couldn't find words. He concluded from her wild look back that he'd been the first man to spank her as a woman.

The cum still glazed her face as she watched him ease down her front. This time her hands stayed over her head. She was breathing hard.

Perched right over her mound, his torso nestled between her thighs, he couldn't believe he'd managed this. The woman he'd known longer than anyone was laid before him and inches under his face.

The swollen vee of her sex looked so vulnerable. The cute patch of light brown pubes thicker on close sight. Her legs seemed clamped in place a little. That he thought he could change.

His head and shoulders shifted to angle lower past her twat. Facing forward, he glimpsed her hands still over her head and desperately reaching and grasping at nothing, just so they'd have something to do.

One of his hands settled atop that thatch of brown pussy hair, and the other palmed her upper thigh. His lips met the soft mesh of inner thigh not far from her lips, and the contact made her flinch. He got his first whiff of her distinct female scent.

A slow brushing of his lips on her soft inner thighs brought a slight relaxation there. Like the gentle touch soothed her and opened her to more. A subtle dance had started between them.

His hand still resting on top of her pussy rubbed back and forth, while his light kisses drifted up. He expected the rubs on her churned her inside. Her legs loosened a bit more.

When his face made it to very close, his mouth opened more, and his kisses morphed from soft painting to tender presses, a light sucking pulling on her delicate, seldom-touched skin there. He relished how her upper legs barely tensed, like perhaps she didn't recognize the sensation, but then eased again, this time welcoming more from him.

His mouth went almost there, and she whimpered up above him. It sounded like a 'what' or a 'waa ' but it was too weak to make out. Her budding acceptance at his face belied any sound of uncertainty from up above. Her wafting sweetness filled his nostrils. He drew in heartily.

Now a kiss planted where her leg joined her crotch and she grunted. The indented flesh there trembled, his lips pulled at her tight crease. His first sense of her dampness moistened his cheek.

His next peck was precise, a kiss at the tender pad of her outer lip that jolted her and brought about a moan. He loved how very soft she felt to his lips. He also grew wildly emboldened when her thighs slackened, her defense disappearing.

Waiting a beat, he focused totally on what his mouth took when he put it directly to her pussy. Drenched and yielding fleshiness welcomed his lips and tongue. Sweet juices soaked his face and seeped past his lips. He couldn't believe how honeyed she tasted, as a shrill yelp sounded out from her.

His hand at her mound kept massaging and moving her from above, as his lips and tongue searched her sex wantonly. He swallowed over and over as he kissed and sucked from her, drinking her never-ending leaking that belied her pleasure. She squirmed but she damn sure didn't retreat.

He didn't wait long to do what he had in mind all along. His hand holding her above let his thumb and forefinger pull at her, and the effect was to open her wider for him. Her lips relented and spread open for him.

Unabashedly, his mouth ventured tightly into her opening. Open and eager, it had to surprise her that he was wedging his face into her there, and now there wasn't some moan from her, but instead a blurted, sustained cry. His mouth pulled hard, and inserted as it was past her lips, he got his full drink of her delicious juices. She dripped over his chin.

Just a couple of firm drinks from her, and he felt it. Distinct and certain from her. Unmistakable what she wanted. Her hips pressed downward, and the effect was her to grind her fevered pussy right into her son's mouth. He absorbed her energy.

They twisted at each other for a bit, and then he adjusted. He knew how he wanted her to cum. He had thought about this, too, and wanted to be careful, to get this just right.

He waited till she relaxed slightly, and his mouth tilted up. Directly and intentionally, his lips went from drawing inside her to covering over the apex of her sex. His fingers nudged just tighter to lift away her hood, and it exposed her stiff clit. His lips closed on it right away.

He sucked and she screamed.

Perfectly her clit caught inside his lips, and his tongue flicked at her unmercifully. She thrashed now. Her sweet taste still lingered in his throat.

Before she could explode, he moved off her. He kissed into her again. Paused and then suckled her clit again. The sequence and the tease fired at her, and her hips bucked hard at his face.

He felt her hands grab his hair fiercely, and it felt like she was mashing her pussy at him, trying to find his lips for her spot. He resisted a moment, took a suck at her, and evaded again.

"Fuck!" Sharply she cried above him.

He tantalized once more with the kiss, the suck, and the leave, and he thought she might pull his hair out.

The next go was the time he'd send her over the edge. His mouth didn't leave her clit, and rather he sucked and seemingly chewed, wrangling delicately her sliver between his lips and whipping her with his tongue.

Her body convulsed and she held tight to his head. Her screaming came from her soul, as her pussy vibrated at his mouth. He let her ride out her pleasure and savored the sweetness that flowed from her.

Her bucking lasted several moments. Not ending with a sudden stop but instead a gradual weakening like her ecstasy sapped out from her. She panted heavily above him.

Eventually her hands loosened in his hair, and her vagina eased off his mouth. Shakily she settled back. His face and mouth were saturated.

She still caught her breath and tried calming, as he edged higher. He worked to get where he could cuddle her and hold her assuringly. He did nothing to wipe her from his face.

It took her time to settle and orient, and he said nothing.

Several moments passed, and she made herself start to rise.

Feebly she remarked," I need to use the bathroom."

She hadn't lifted completely from the bed when she looked back. Her eyes drew to his middle, and what she saw stopped her at once. She gawked.

He knew what it was. Even though he'd cum not so long ago, her thrashing and released wildness had invigorated him. His stalk had grown against his leg at least semi-hard. Her staring only made it twitch more.

She looked up at him. "Already?"

He shrugged and mumbled. "Yeah, I guess."

She paused a couple of seconds and seemed deeply in thought about something. Torn. Not sure if she should say what she thought.

Finally, she spoke up. Tentatively. "Can we try something?"

He didn't hesitate. "Sure."

She repositioned facing down beside him, and she gathered onto her elbows, with her knees finding a perch and her ass just lifted. He hurried to get onto his knees, and position around to behind her.

He thought about asking if she was sure but kept his mouth shut, his cock now flexed to blood-filled hardness. Her beautiful tight ass hung right in front of him. He exhilarated at the thought of her initiating this.

Easing closer, he put one hand on her ass cheek, and he brought his other hand to his mouth. He half-spit trying to wet a couple of fingers as best he could. His hand went to her bottom as he wondered how he could make this work.

His one hand pulled her ass cheek to expose her tiny, budded hole while his wet two fingers closed to it and touched. She jerked hard in response.

Her face whipped to look frantically over her shoulder at him. "What? I can't possibly do that with you."

Her torso stooped so she could reach underneath herself, and she brought a hand down and back, finding his pulsing cock that waited there. Her small hand tried to grip him and guide him, and he took it from there.

He put his hard cock to where her still-damp pussy waited, and he pressed. That exquisite snug warmness that gripped him before welcomed him again, and this time he wasn't as graceful and plunged right inside her, getting a good bit inside her.

"Ugghhhhh," she moaned deeply.

He absolutely loved how warm and clinging she felt. He cock throbbed hard and he was again shocked he felt so close to spewing right away. He noticed her elbows supported her up front and her hands joined in a clasp under her face.

He didn't think they'd stay like that for long. They could rest like that when he made love to her. They'd need to hold on when he fucked her. He was sure.

He started gradually, and they did make love. Sawing up and back, he started slow. Her head first angled up as if to stare forward, and she absorbed his rhythm of rocking inside her.

He decided to try a way he always relished, and he pulled almost all the way out. Just his head stayed past her lips, and he stopped. Quickly, her face looked to one side. Concerned.

He eased forward, and he made three short back-and-forths, deliberately not giving her very much. He took his time. Her head peered about uncertainly.

As he moved forward the next time, he let his hard cock go the distance, deeply inside her, feeling her fleshiness at the other end

She groaned loud. "Oh god. "

He hovered there and then pulled back. Slow. Deliberate. Almost all the way out. Her head descended and hung down between her hunched shoulders. Her arms looked unsteady now.

He again waited a second and her torso tightened.

His hips eased forward but only some. One, two, and then a third short stroke inside her wet pussy even though he was ready to drill her. Then, more easing back.

The next pause caused her to stir and brace.

When he went forward again, he did just as she expected and impaled her completely, this time even grinding at the end. Giving her as much of his cock as she could take.

A throaty growl sounded from her core.

He once more drew back calmly. But this time when he paused, she surprised him. The suddenness shook him.

With his head poised at her lips, she didn't wait on him. She pushed her hips backwards and she slid all down his dick to take him back deep again. This time she grinded back at him. It almost threw him off balance.

And like that, they went to bouncing against each other. Both getting loud. Both frantic and hungry

First he held onto her ass and pounded into her. Her hands found fistfuls of the sheets after all, and she fought back, shoving her stretched pussy to try to devour him. Desperately she flailed at him.

His hand reached forward and grabbed into her hair. He pulled back to lift her face, and they were both going too hard at each other for it to be gentle. The slapping of their flesh resounded about the room.

He growled to her. "Tell me. Tell me. You love fucking me."

At first, she didn't speak. He gripped tighter. His cock slammed at her.

She screamed back at him. "I love you fucking me hard."

He yelled out at this, and his cock erupted. Cum fired from him and wave after wave of ecstasy gushed over him. He got as spasmed and light-feeling as he had ever felt and thought he was passing out.