Motel Stories 03 - Carlie

She released, moved her head just a little to the side and did the same thing. Then again.

Something about this seemed familiar, but I was a little distracted by the feel of her teeth moving slowly up my dick.

When she got to the head she moved back down to the base, moved her head around a little and pulled my cock away from my abs to repeat the nibbles.

She lifted off her heels to do it a third time, this time more toward the top of it.

About her sixth trip nibbling upward it occurred to me why this was familiar. She looked like she was chewing on an ear of corn!

By this time she'd worked her way around to the opposite side and was looking in my eyes. She must have seen the thought cross my mind because she pulled off at the top, took my head back into her mouth again, gave it a little suck as she pulled her mouth off and said, "All it needs is a little butter!" Then she licked her lips and went right back to the base.

This time she lifted herself off her knees to rest her sternum on my left thigh with one titty on either side of it. She leaned down and, making sure she could see me out the corner of her eyes, dragged those nibbles upward along the tube that runs up the underside of my dick.

That was almost as sensitive as the frenulum. As her teeth worked their way upwards it was almost like she was chasing something or driving it.

As she neared the underside of my cockhead again I saw her tilt her head slightly to be able to watch the head.

Neither of us was surprised when a fair amount of pre-cum bubbled out and began to run down the already-wet skin.

"Yummmm. Butter!" she smiled as she wrapped her mouth around the head then released it slightly and dragged her lips down the shaft to the base.

She nibbled her way back upward again and was rewarded with another small gush.

She pulled back and let go of my cock. But then she lightly grabbed a little skin on the top just below the head with her left hand and used two fingers of her right hand to drag that pre-cum down the underside.

She went back to licking up the underside of my cock. Long slow strokes from base to head again.

But then she stopped doing that and licked my ball-sack.

She licked the crease in the middle of it from about half way up to the base of my cock. Then she licked a little to the left of that trace, then a little to the right until the alternated licks ended on either side where my scrotum met my thighs.

She went back to the middle and licked like she had the first time. Then she ducked a little lower and started a little lower, then a little lower yet.

She put her right upper arm on my thigh and used her right hand to lift my balls and lowered her starting spot yet again.

The next pass of her tongue started at the same spot, but instead of traveling upward it moved to the side. She tilted her head the other way and licked that way as well.

She kept lowering her starting point and the path until she was licking across where my balls met "taint".

As she continued licking lower and lower I tilted my head back because I wasn't sure if I was going to be able to last much longer if I continued to watch her eyes as she continued to lick.

I thought I saw some motion somewhere and focused my attention out the window.

I was trying to maintain my attention out there when I felt the first tentative swipe of the tip of her tongue across my asshole.

Then she had my full attention again. She licked across it. She licked around it.

She licked around the outside of it. Then she licked a little more toward the center. Then...

Then she put the tip of her tongue right in the center of my asshole and began to wiggle it as she began to push it inward.

I gritted my teeth to keep from moaning but she stopped, then went back to licking up my shaft.

She gradually lifted her ass off her knees again and took the head of my cock in her mouth, let some saliva run down it and started to suck on the tip while licking the underside of it and stroking the rest of it with her hand.

Just as I was coming I thought I saw movement again, but at that point I was less concerned about it than earlier.

She kept sucking even after my orgasm was over and I had to reach down, grab her head in both hands and pull her off since I was so sensitive.

I used my hands on her head to gently lift her off her knees as I first leaned forward then stood.

I pulled her in to kiss her and then allowed my hands to slide down her arms before pulling her in for a hug.

"Where did you ever learn to do that 'corn-on-the-cob' thing? I've never even heard of something like that before," I asked between kisses.

"You liked it?"

"Wasn't it obvious? Where?"

"Didn't learn it anywhere. Came up with it myself. I was eating lunch and was more than a little horny. Obviously we were having corn-on-the-cob and I had just put some butter on it when my mom asked me to pass her something. I did, and when I looked back at it some of the butter was still running down the side of the ear and in my mind it looked like cum dripping down the side of a freshly-blown cock. I licked the butter off and put some more on. I had put more on it four times when my mom asked me what I was doing. I couldn't very well tell her what I was thinking so I had to go ahead and eat it. And then eating it made me wonder what it would feel like to a guy to have his cock nibbled like that, so..."

"Damn! How long ago was this and has everyone liked it?"

"Ummmm. Yesterday. Before I came to work. And everybody I've done it to so far has liked it. You did, didn't you?"

"Hell yes!! But, 'yesterday'?"

"I said I was more than a little horny, didn't I? After knowing what you had done to Kelsey and Alex and knowing I was going to take my shot, I couldn't be anything BUT horny as fuck."

"Nice!!"

While we had been talking I had been watching over her shoulder and finally caught the motion I thought I had seen earlier. I caught the movement of a curtain in a room on the other wing of the motel and a floor up.

I let go of Carlie and spun her around then pulled her back up against me.

As I began to nibble on her neck, and ears, and shoulders, my hands slid down to begin to massage her breasts.

I slipped the tips of both middle and ring fingers into the crease between her tits and her chest and slid them inward and she leaned farther back against me. When my fingers got to the middle I flexed them slightly and dragged them back, this time using my nails to lightly scratch her skin. She moaned and relaxed a little, letting her head fall backward to rest on my shoulder.

I cupped her tits in my hands and used my palms and fingers to very gently squeeze them a few times.

At some point the upper edge of my first knuckles made contact with her nipples and she hissed.

Taking that as a hint I planted the heels of both palms on the outside of her breasts, spread my fingers slightly and began to rotate my hands up and down around the heel. That caused my forefinger to contact the nipple, drag on it and then let its rubbery stiffness free to jiggle momentarily, then my middle finger did the same, followed by my ring finger and finally my little finger. Then the whole process was repeated in reverse.

As I did this she began to grind her ass against me and I heard a slight gasp every once in a while as her sensitive skin rubbed against me.

I continued to play with her left nipple that way as my right hand slowly slid down her belly until my fingertips had just reached the top of her slit.

She spread her legs slightly in anticipation but I pulled my hand back up. I had curled my fingertips under so it was the tips of my nails dragging up her belly again and I could feel her squirm a little to try to avoid the tickle.

I brought the hand all the way up until the back of my wrist just barely nudged the underside of her boob.

This time when I shot my hand down her stomach my fingertips plowed through the dripping gash between her inner and outer lips and my middle and ring fingers curled around and shot straight back up into her quim.

Her knees buckled just a little and I took a partial step back with my left foot and shifted my right thigh to the middle of her ass. As it slid across her cheek she hissed a little more and I pushed her forward just a bit.

Her response to that was to begin to very slowly grind her hips back and forth to grind her sensitive cheeks more firmly into my thigh.

As I continued I noticed the curtain from earlier begin to open all the way, first the inner then the outer sheer curtain as well.

I took a short break from nibbling on the side of Carlie's neck and whispered in her ear, "What would you say if I told you we had an audience?"

She pulled her head forward off my shoulder and looked out across the parking lot to the nearby highway.

"That would be so cool! But the highway is too far away and the cars are going too fast to be able to see anything." Her head fell back as I continued to rub her pussy with my fingers inside and the heel of my palm rubbing small circles on her clit.

"Not there. Next floor up and the fourth room from the end." Her head came up and nodded slightly as she ticked off the rooms, two windows per room.

"It looks like the curtains are open, but I don't think there's anyone there. That would be cool, too, though. I kinda like the idea of being watched -- as you figured out earlier."

She had just about laid her head back on my shoulder as I continued to massage her nipples and pussy when the light in that room snapped on. Her head snapped back upright.

Whoever was in that room had taken some precautions. While the curtains were open and the light had come on, she -- definitely a she -- had wrapped a towel around the lampshade of the floor-lamp next to her.

Where her body was completely illuminated as she sat in the chair, her face was completely in shadow.

"Wave at her, Carlie! Welcome her to watch."

She did, but got no response from the other woman and I quickly figured out why. Leaving Carlie in place, I stepped away from her to the bathroom and retrieved a towel of our own. I wrapped it around the floor lamp and turned it on, making sure to position it so our bodies would be illuminated and our faces hidden as well.

I reclined back on the pillows and pulled Carlie back to me. As I pulled her back she spread her legs on either side of mine.

I reached back with my left hand and grabbed a condom, tore it open, pulled it out and rolled it down my cock.

I lifted her up and pulled her back onto me, laying her back on my chest.

"Are you ready to be the main event now?" I growled in her ear. "If you are, wave to her now that she can see us."

She waved and the naked woman waved back then dropped her hand to her crotch.

"Are you ready to have my stiff cock in your tight little pussy now?"

"Hell yes!!"

"What do you want, Carlie?"

"I want to watch that woman over there finger-fuck herself to orgasm while she watches you fuck me."

"Then guide me in baby."

She lifted herself slightly then reached down between her legs, grabbed my cock, positioned it and then slowly started to slide herself down onto it.

Once she bottomed out she began to rock her hips and slide up and down slightly to begin milking my cock. I reached around with my left hand and started to play with her nipple while I worked my right hand down her tummy again to begin playing with her clit.

We set a rhythm then that we maintained for a few minutes, then Carlie asked, "Can you see her hand on her tit?"

"Yeah."

"Why don't you start working both of my nipples the same way she's working hers? I'll take care of my clit."

So I began to pinch and pull at her hard little nipples with both hands while I could feel her body shaking as her right arm moved in time with the woman's arm.

It wasn't a long time later when she said, "Uh-oh. I just 'assumed' something."

"And that was?"

"It doesn't matter, does it? I thought you said earlier that if I assumed you were going to fuck my tight little asshole, or something like that?"

"Well now that you mention it... Why don't you do something about that?"

She lifted slightly and made a production out of very slowly pulling herself off of my cock and moving it slightly. She made an equal production out of slowly sliding back down on it as the head gradually penetrated her inner sphincter.

The woman in the other room took her hand off her tit long enough to give us a thumbs-up then it went back to pinching her nipples and fingering her clit.

Carlie started to slide up her ass up and down on my cock as my hands went back to work on her nipples and her hand went back to work on her own clit.

I continued to take gentle bites of Carlie's shoulder as we both watched the mystery woman and Carlie's thrusts became faster.

The woman now had both hands buried in the shadow of her crotch and her chest was pulling up off the pillows on her chair -- when her hips weren't bucking off the seat.

"Fuck me? Fuck my tight little asshole?"

"Um. I'm pretty sure I am, little girl."

"Sorry, but it feels like I'm fucking myself with your cock. Fuck ME!"

"Oh, that's the LAST time you get to think you're able to be in charge, bitch!" She moaned and shivered when I called her a bitch.

"You fucking play with your nipples now. I've got better things to be doing with my hands."

I grabbed her by the hips and began to lift her up my cock then slam her back down. She lifted her legs so her heels were on the front edge of the seat, which only spread her knees more.

"Get the fuck down bitch! Slam your tight little asshole on my big fucking cock. Take it bitch! Take the whole fucking thing."

Now I was using just my left hand to slam her hips onto me and it was my right fingertips that were flying across her clit.

Carlie had let go of her left nipple and was bracing her torso up off me with her left hand on the back of the chair, but her right hand was pulling and tugging on her nipple.

"You like it, bitch? You like having a hard fucking cock buried up your little ass? You like having your freshly spanked ass slammed my thighs? Does it hurt so good?"

"Yes!! I love it! I love being fucked in the ass with a big meat shaft while being watched by a complete stranger. Fuck my little ass harder. Please?"

She sat up then, dropping her feet back to the floor, and I went back to using my hands on her hips to lift her then slam her down on my cock. Now I could feel her right hand working her clit and could see her left elbow moving as she was working her nipples.

There was just enough darkness outside that I could see a little reflection in the glass.

What a trip. I could see her body rising and falling on my cock from behind, I could see the same thing in the reflection. I could see her left hand digging her nails into her boob when she wasn't trying to tear her nipple off with them and I could see the fingers of her right hand flashing over her clit. But with a little shift of the eyes I could see a complete stranger working her own nipples and clit while watching us.

Then I saw that Carlie's entire attention was focused on the woman and I placed mine there as well.

Somehow we both managed to sync with the woman and gauged her level of arousal.

We saw her body start to tense, then her own heels flew up to the edge of her seat, her hips came up off the chair and she squirted all over the window.

Carlie's body had been quivering in my grasp but now I had a hell of a time holding onto her. And holding onto her was all was doing at this point as she lifted herself up them rammed herself back down on my cock.

"Take me!! Take my fucking ass! Make me yours, you magnificent fucking animal! Fuck my tight little asshole with that huge fucking meat stick!"

As she ground that last out through her gritted teeth, Carlie began to cum. She made another raise and drop or two, then dropped all the way onto my cock and ground her hips and ass into my thighs as her knees spasmed open and closed.

The clenching of her pussy and ass was enough to drag me over the edge and we both came together.

We laid there for a few minutes afterward. We weren't "basking in the afterglow". We were incapable of moving because we were exhausted.

"Shit! That was awesome!" Carlie said. "I run cross-country track at college and I don't think I've ever been this worn out even after I've won a hard race."

She was lying back on my chest again and turned her head to kiss me. "Kelsey and Alex were right. You DO know how to treat a lady."

"Well, my lady, are you ready to get cleaned up? Because my cock is slipping out of your delightful little ass and as much as I hate to say this, I do still have to go to work this morning."

She giggled as she stood, then turned to grab my hands and help me stand up.

I looked over at the other window and watched as the woman stood up herself. As she turned around I caught the barest glimpse of a tattoo on the back of one shoulder, but then she disappeared into the darkness. When I looked again the light was off.

We ducked into the shower and had a nice little time washing each other. Neither of us had any energy left for even trying for another orgasm.

By the time we got out and got dressed there was enough light outside that I could tell the curtains on the other room were open, but I couldn't see anyone inside.

I opened the door and let Carlie out ahead of me, made sure the door was closed and we started walking toward the stairs.

She hadn't made it three or four steps when she hissed and stopped. "You fucker!"

I laughed. "What?"

"You did this on purpose, didn't you?"

I put on my fake-innocent look and asked, "What are you talking about, Carlie? What do you think I did?"

"You know full well, you old bastard. All those swats on the sides and backs of my thighs? It's bad enough that I'm going to have a hell of a time sitting down to drive home, but every time I take a step this skirt drags across my thighs and it hurts so fucking gooood!"

"Wait till we get to the stairs, little girl."

By the time we got to the first floor she was shaking and moaning. We stopped just inside the door and she held her arms out to give me a hug.

I wrapped my left arm around her waist and hugged her slightly from the side as she wrapped her arms around my upper arms and chest.

She tilted her head to the side and just as our lips made contact my right hand snaked up under her skirt and the backs of two knuckles dragged over her clit.

She squealed and came up on her toes.

No, let me rephrase that. She came. Up on her toes.

I grabbed her ass cheek with my left hand and squeezed a bit as she muttered and moaned and groaned into my mouth with her hips hunching and bucking up against my hand.

When she finally settled down and could stand on her own again she stepped back and swatted lightly at my shoulder.

"Motherfucker! You don't check out for another week, right?"

"C'mon, Carlie. You know I don't."

"Have you ever heard of making a woman 'airtight'?"

I admitted I had.

"Have you ever heard of making a man airtight?"

I thought for a few seconds and admitted I hadn't.

"Good. I have to talk to Alex and Kelsey, but I have an idea or three I'd like to try out. See you soon!" and she turned and walked out the door.

I walked down to the breakfast area and set my stuff down.

"Shit, man. The longer we're here the longer it takes you to get to breakfast. You must be really getting old," one of the guys said.

"Ah, that old bastard probably just got up early and had himself a hell of a workout," my female co-worker interjected.

"Something like that."

I walked over to get breakfast and when I walked around the serving island my female co-worker was standing waiting for the line at the juice area to go down.