Olivia's School Project - Pt. 01

As she picked up the pace, she leaned down and her tits were just inches away from my dick. At one point, one of them brushed against the top of my dick.

"Oh.... sorry." She said, embarrassed.

"No, It's fine!" I couldn't believe what was happening. Not only was Olivia giving me a hand job, but I just touched her tit with my dick!

I was so turned on, I decided to try to take it a little further.

"Do you think I could... maybe... touch them a little?" I asked nervously.

"Um, I guess. If you think it'll help." She said quietly.

"Oh my god, oh my god, oh my god. She said yes!" I thought to myself as I reached out and gently touched her left tit and massaged it.

This was amazing! They were so big and smoothe, I couldn't believe I didn't immediately cum everywhere. I reached out to caress her other tit too and used my fingers to brush her nipples, which were now getting hard, and I traced my finger around her big areolas. She inhaled deeply and continued to stroke my dick. I knew I was getting to the point where I wouldn't be able to hold back much longer.

"I think I'm gonna cum." I said.

"You are?" She stopped stroking me "What should I do?"

"Just keep going, don't stop."

"Are you sure? But won't it get all over?"

"Well, it might. But, well I could... cum on your tits so it doesn't get everywhere."

"You want to cum on my boobs?"

"Just so it doesn't make a huge mess, then I can just rub it in so it won't drip on your carpet or anything."

"Uh, ok." She agreed, sounding somewhat flustered.

"Oh my god, oh my god. I couldn't believe she was going to let me do this." I thought. "Ok, I think it's probably best to go on your knees, keep rubbing me and put my dick right near your tits."

Olivia got down on her knees, and I moved my dick closer to her nipple and started rubbing the tip around her areolas while she continued to jerk me off.

I felt the final surge of pleasure build up inside me and I let out a moan as I came all over her big beautiful tits.

"Oh! uhh!" She stammered as she watched load after load shoot onto her tits. There was so much. I think we were both caught off guard a bit by the amount of cum.

I couldn't believe what just happened. I just came all over Olivia's tits! That was awesome!

She let go of me and I just started using my dick to rub it in, spreading the cum all over her tits. There was so much, even spreading it around wasn't helping much.

"I thought it wouldn't make a mess if you rubbed it in?"

"Yeah, sorry, I thought it would be fine." I said. "I guess it was more than normal."

"Wow." She said, looking down at her now cum covered tits. "That was actually... kinda fun."

As I stood there with my dick still fully erect, staring at her cum covered tits she asked "So... it'll go down now?"

"Yeah, it should."

Olivia stood up and walked back to her easel trying to act casually, as if this hadn't just happened. She cleaned the cum off of her tits with an old t-shirt and offered me a shirt as well so I could clean up too.

Watching her rub my cum from her tits was incredibly hot.

A minute later, we both finished cleaning ourselves up, but I was still rock hard.

"Why is it still hard?" she asked.

"I don't know. That can happen sometimes. I'm not sure why. I guess I'm just still turned on."

"Oh." she replied simply.

She continued shuffling things around, moving her paints, trying to act somewhat casual as we waited. But she was still standing there topless and I was worried my hard dick wasn't going down anytime soon.

After a few awkward minutes, she looked at my dick again and said, "Well, it's not going down. I don't know, maybe I should just... try painting it like that?"

"It's up to you. It's your project."

"Um... ok. I guess I will. I'm not sure what else to do. I guess I'll start by drawing it, and then once it looks good, I'll paint what I drew."

"Ok, no problem."

I sat back down on the stool and as Olivia began to draw, I couldn't help but watch her. She was so focused, her eyes narrowed and her tongue sticking out slightly between her lips. It was incredibly cute. I sat there, fully erect, staring at her tits for 20 minutes as she stared at my dick.

She kept getting frustrated, throwing away what she had done and started over several times.

"This is really difficult. It's not easy to get it looking realistic. It's taking longer than I expected. Sorry."

"Don't sweat it, take as long as you need."

I was a little surprised that I was hard for this long, but I was really loving watching her tits and I stroked myself a few times when she wasn't looking.

A little more time passed and Olivia started to look somewhat pleased.

"Ok, I'm starting to get the hang of it. It's just taking much longer than I anticipa---"

She was interrupted by a knock at the door and Jenny walked in right after without waiting for an answer.

"Hey Olivia...." her sister Jenny was saying as she walked through the door, but she stopped mid-sentence.

She stared at me sitting there, fully erect, then saw Olivia standing there topless. Her mouth dropped, eyes wide open, staring at my dick with a look of shock but also a subtle smile. It was only a few seconds, but it felt like an eternity.

"Oh, sorry!" she said as she backed out of the room with a grin emerging on her face, shutting the door behind her.

"Shit!" Olivia grabbed her shirt, threw it on and ran out the door. "I'll be back."

I quickly got dressed and sat back down. I couldn't believe what was happening today. Not only did I just get a hand job and get to cum on Olivia's tits, but Jenny also just stared at my dick, fully erect, for about 5 seconds. And she seemed to enjoy the view.

"It's fine." Olivia said as she walked back in the room. "She won't tell my Mom. I explained what we were doing. I'm not quite sure if she fully believed me, but she won't tell. We can deal with it later if we need to. I think we ought to stop for now. Can we maybe keep going next week?"

"Sure. How much longer do you think you'll need?"

"I don't know, one more session like this? Maybe two max?"

"Ok, no problem. How about this weekend?"

"A weekday might be better so my Mom won't be home. Next Tuesday maybe?"

"Works for me."

"Ok great."

"Ok, I'm gonna get going then. I want to try to sneak out of here without running into your sister."

I grabbed my stuff and headed home, happy to have some time alone to revisit what just happened.

Tuesday couldn't come soon enough.

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Tuesday morning rolled around and I could hardly contain my excitement. I decided to see if I could take it a step further this time. I was both nervous and excited about the possibilities.

Olivia and I agreed to meet up after school and walk to her house together.

"I had another talk with my sister. Things are fine." Olivia said when I saw her, "But I have a feeling she has a bit of a crush on you. She was asking so many questions about what happened and wanted to see my drawing so badly. She was asking more details than I was expecting. I told her that we're having another session so hopefully we won't have to worry about her walking in again, but she seemed oddly excited."

"Oh.... Ok."

I didn't really know how to reply. Jenny was clearly hot and I loved seeing her tits that day at the pool. I also loved that she saw my dick and it sounded like she enjoyed it too, which excited me.

We walked in silence for the remainder of the walk to her house. We were both clearly a bit nervous about starting another session, but I was also really excited.

As we walked into her room I took the chair and put it in the same location as last time, and this time I removed my shirt, in addition to my pants.

I stood there in my boxers, nervously wondering when to take the next step.

Olivia went behind her easel, acting like nothing was going on and then casually took off her shirt. Then after some more shuffling paint supplies around, she took off her bra and stood behind her easel.

There were those glorious boobs again. I immediately got butterflies of excitement seeing them.

I took off my boxers and stood there fully nude, already starting to get hard, but not fully erect.

Olivia looked at my dick, ready to start again. "So, I need it harder... like last time, so I can keep going." She said, "It's not hard enough."

"Um, ok." I hesitated. "It kind of does its own thing sometimes. Do you think we should, like... play around a bit again, to get it harder?"

"Um" she hesitated "I guess." she replied.

She slowly walked over to where I was sitting, looked down at my semi firm dick, reached out, wrapped her hand around it and then started to rub it.

It already felt fantastic just having her hand on my dick and I was sure it would get completely hard quickly, but I decided to be a bit more bold this time.

"Do you think maybe you could..."

"What?"

"Rub it on your boobs again?"

"Really? You liked that?"

"Yeah, I did."

"Oh, ok. I guess we can do it again." She kneeled down in front of me and rubbed the head of my dick around her large pink areolas. Then she took the length of my shaft and rubbed it across both of her tits.

This was fucking incredible! I was already hard now but she didn't stop rubbing my dick on her tits.

I was really nervous to ask, but I was dying to find out if she'd let me actually fuck her tits.

"Could I... rub it between them a bit?"

"Um... ok. Like this?" She said as she placed my dick between her tits.

"Yeah, but... can you squeeze them together a bit and rub them up and down on my dick."

She didn't reply, but did as I asked and squeezed her tits around my dick.

'Oh my god... I was actually fucking Olivia's tits!' I thought to myself as she started rubbing her tits up and down on my shaft. She was mostly doing the work but I started thrusting my dick a little bit. The feeling was incredible.

We kept going for a few minutes and I was completely hard, but we didn't stop and I got really close to cumming. "I think I'm about to cum." I told her.

She stopped. "Will it go down this time if you do?"

"I think it'll be ok, it stayed hard last time." I said, hoping she'd keep going and let me cum.

"Ok." She said as she started picking up the speed again.

The little break in rhythm was enough to stop me from cuming right away so I took my dick out from between her tits and started rubbing it all over her tits. Fuck, it was incredible.

"Can I just rub it on them a bit?" I asked her.

"Yeah ok."

I started rubbing my dick all over rits, playing with her hard nipples with the head of my dick, rubbing it around her areolas and then eventually put it back between her tits and started fucking them again.

After a couple of minutes I started getting close to cuming again, but this time I didn't say anything and I just came between her tits and the explosion was even bigger than last week - my cum filled her cleavage. With her tits now lubed up with my cum the feeling of fucking her tits changed. It was so slippery and wet and kept me so aroused that I just kept fucking them. I came a 2nd time only a couple minutes later. This time some of the cum shot up and hit her in the chin.

It was actually both a bit funny and sexy, but this was still a bit new for us so I just apologized. "Shit, sorry!"

"It's Ok." She said, as she looked down at the cum all over her tits and then used her hand to wipe the cum that stuck to her chin.

She then stood up and went to look for a dirty shirt to wipe up. "Did you cum twice?" she asked.

"Yeah, sorry, it just felt so good I couldn't really stop."

"It's OK, I just thought guys usually didn't cum twice." she said as she wiped the cum off of her tits.

"Yeah, normally we don't. But, I couldn't help it. It felt incredible. Do ya want me to... um, return the favor?"

Olivia blushed and looked away. "Um, that's ok, you don't have to do that. You're already doing me a favor by being here."

"On one hand, yeah I am. But on the other hand, I think I'd like to. You got to see me cum three times now. I wouldn't mind evening it up a little." I said, trying to lighten the mood a little.

"Well... uh." she said, a little embarrassed and hesitated. "I guess. If you want to." Her head was down with her eyes averted.

I gently touched her head, guided her chin up, and kissed her. Then, with my hands on her arms, I gently guided her backwards towards her bed, and I slid my hands down to her shorts, unbuttoned them, and then slid them down.

She stepped out of the shorts and I sat her down on the edge of the bed. I sat next to her and kissed her again, and slowly ran my hand down her chest, played with her breasts a little bit, and then moved my hand down to her legs. I gently touched her thighs, and slowly inched further up. Her legs parted a bit, I gently slid my hand further up her legs and gently rubbed her through her underwear. She was already soaking wet.

I slid my hand under the elastic of her underwear and felt a thin strip of trimmed hair. I kept going and started slowly touching her pussy and teasing her clit. She opened her legs further and deeply inhaled. Her pussy was so wet it was practically dripping.

I started to get a bit of a rhythm as I gently touched her, and her breathing deepened. Then I slid a bit of my finger inside of her and she inhaled deeply again and her thighs clasped together.

I thought maybe she changed her mind, but she then released the pressure from her legs that was preventing me from touching her, allowing me to continue.

I slid her underwear down revealing a perfectly trimmed strip of hair and her beautiful pussy lips. I couldn't believe I was staring at her pussy. It had my dick rock hard again.

I gently slid my finger in and out of her and watched her face with her eyes closed. I stared at her tits heaving up and down as she breathed.

I took my finger out of her pussy and started sliding it rhythmically along the outside of her pussy, and used another finger to tease her clit. She was making quiet squeaking noises, but was barely breathing while she held her breath.

She laid back on the bed, opened her legs a wider and then grabbed a pillow and put it over her face to muffle her noises.

I kept up the rhythm and focused on the spot that seemed to have her moaning the most. Then came a long loud groan followed by a deep exhale, muffled by her pillow.

I sat there watching her as she breathed deeply and then I laid down next to her. She removed the pillow and quietly said "Wow. That was amazing."

"No kidding!"

After a few minutes of just lying there together, she broke the silence "So... I know this was just for school and I know we've been friends for forever so I don't want to mess anything up, but," she hesitated "I wouldn't mind doing that again sometime."

"Yeah, me too." I said with a big smile.

After about 30 seconds or so I asked her "So do you think, does this kinda mean we're... together?"

"I guess so." She said with a smile.

"Do you think your sister will mind?" I teased her.

She rolled over and punched me in the arm again "Shut up!"

I looked at my dick and realized it was no longer hard and said "I guess we're gonna have to continue your assignment another time."

"Yeah, I don't think that'll be a problem." She said with a smile.

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