Photographs and Memories

"Oh my GOD that feels so GOOD!" I gasped just before she pulled back so only my first inch remained with in her lips. Her tongue wormed rapidly around me and I thrust my hips up high in the air as my balls shot two more powerful cum ropes into her hungry mouth. I was mumbling incoherently after that while she gently worked at cleaning me completely from tip to base. Damn it felt good!

Penny finally pulled fully off of me and just laid her head on my thigh with her hand hugging my cock to her face. I did not want to move, thinking that if I tried to pull my three fingers from her still spasming ass that she might erupt once more. It tickled when her pussy juices dripped onto my nose.

After about five minutes Penny lifted up and slowly moved her leg so she no longer straddled my face. I pulled my fingers from her ass and she shook hard as she looked at me in shock. "Ooooh gosh that feels good!" she softly said as I pulled them out. "I'd forgotten they were in there, they felt so nice."

"Glad you liked it," I said.

She gave a slight chuckle and said, "I'm sure," before looking at my cock still grasped in her hand. "One thing is for sure Russ. Both of us like that position one hell of a lot! I still can't believe I swallowed this cock all the way down. My god just look at it! No other guy I've blown would believe that I could do it, that's for sure!"

"If I'm not mistaken, you swallowed all of my load as well."

"Yeah!" she said with a laugh. "I wasn't going to do that but every time I got a taste of you it was just so damned good that I had to try it. I hate to admit it Russ, but you taste good! Damned good!"

Penny slowly had turned so we were head to head, then she snuggled up beside me even as her fingers still lightly stroked my shaft. We lay there for a few minutes before I said, "I need to wash my hands....be right back."

Less than a minute later I stepped back into my bedroom and saw Penny with her panties on and reaching for her bra. "What the hell is this shit!?" I bellowed.

My sex slave looked at me blankly before saying, "I thought we were done for the day so I was getting ready to go home. When will you want me back here again?"

"My fingers in your ass helping to get you opened up for me does NOT equal giving you an ass fucking! Unless you are trying to piss me off so that I just fuck your pussy!"

"But after ... after the way you came in my mouth I didn't think you could do anything else today."

"It's not your place to think. I told you what we were going to do and I meant it," I said feeling rather pissed. I looked at her still standing there so I lowered my voice as I sternly asked, "Well, what's it going to be, ass or pussy?"

"Oh god!" she gasped as she hopped back onto my bed and then tore her panties off before rolling onto her stomach. Her hands spread her ass cheeks for me and she said, "Here you go."

"Nope! I want to be looking into your face when I enter you."

"Oh god ... you're not ... you're not going to take my ..."

"Virginity?" I said finishing for her. "No Penny, much as I would like to do you there, I already said I would only do you there if you pissed me off. Since you got back on the bed right away your chaste little pussy is safe."

"Oh gosh thank you Russ," she said as she moved onto her back. "Please be careful."

"Don't worry," I told her as I adjusted her position. "My aim is better than that! Suck my cock to get me hard again." I leaned over her face and she eagerly worked my full length getting me rock hard in less than a minute. I let her keep going just because it felt so good and I liked seeing her do it for me. "Okay, now just get it soaked with your spit."

She shuddered when I dragged my tip over her clit and rubbed it hard with my shaft. But she never flinched, trusting me to leave her barrier intact. I spread her legs super wide as my cock head settled on her puckered hole. "I'll go slowly for you," I said and she nodded to me with a worried smile.

I pushed slightly harder and she gasped, "Oh god I'm too tight. You're way too big for me!"

"Don't move. I'll be right back," I said as I slid off the bed and walked out of my room. Quickly I was back carrying my find from my parents' room. I sure was glad I had gotten snoopy as I had found their anal lube. Hell, it never sounded as if they were into butt fucking.

"Okay beautiful, this should help quite a bit," I said as I moved back into position. Penny watched me intently as I coated my shaft with the lube, especially on my tip.

"Wait, how about putting some in my ass? That should really do the trick!"

"Sure thing Penny. I don't really want to hurt you, I just want to fuck you." First I rubbed some of the excess from my fingers onto her puckered ring, then I eased the tapered tip of the tube into her ass and gave her a big squeeze. My index finger pressed into her ass and worked the lube around and I was certain it would work. Just to make sure I put some more on my cock head and smeared it around.

After sealing the tube and wiping my hands on my shirt I got into position between her legs once more. "Trust me, I'll go slowly." She looked fearfully at my lance as I pressed it against her rear entry and then gave just a little bit of a harder push and 'pop' I slid right in about two inches.

"OH!" Penny gasped the instant I entered her. She took several quick breaths as she stared at my cock piercing her ass. Finally she looked up at me and said, "Wow, you really did it. Thanks for stopping, I appreciate it. I think you can move some more now." I did immediately as I pulled back about an inch and then pressed forward about three inches very slowly. "Ooooooooh my god that feels so big. OHGODSTOP!"

"If I hurt you I'm sorry," I told her as I looked deeply into her eyes. "I'm going to pull back a bit and then I'll just keep pushing into you the same depth as I'm at right now, OK Penny?"

"Um, I guess, sure, go ahead. Just please be gentle."

I looked down at my cock and saw I had about four inches pressed up her ass so I carefully eased back about two inches and then pushed back in the same two inches making her groan. "Okay?" I asked softly. Penny looked up at me in surprise then nodded that she was. I pulled out about 3 inches and eased back in to my previous depth. Then I pulled out over 3 ½ inches before I pushed slowly right back in those same 3 ½ inches; then out 3 ½ inches and back in. Slowly over about three minutes I pulled out at least 15 times before gently pushing back in those same 3 ½ inches.

"Oooo, that's starting to feel pretty good Russ, it doesn't hurt at all now. I think you can go a few inches deeper. And thanks for being so gentle on me."

"You're welcome," I said to her with a small smile. "I'm not really an asshole you know. Pretty devious and underhanded but not an asshole." Even as I spoke I slowly pushed back into her to my previous depth and then just kept right on going until I had about 6 inches within her. I stopped when she winced.

"Oh my god, I can't believe how huge you feel like this!" she gasped as her head lifted up and she looked intently at my cock with over 2/3rds buried inside her ass. I paused like that with my only movement a very small wiggling of my hips in and out, not really going deeper but still able to give the feeling of my fucking her. "Oh wow, this feels good now!"

"Are you okay?"

"Yes, thank you, I'm fine," she softly answered as she still watched my cock sticking out of her ass. Her face lifted up to me and she searched my eyes for several seconds before she went on, "Are you for real? I mean, sure you are forcing me to do this with you, but you really seem concerned that I'm not being hurt. I don't think any of my previous boyfriends would have acted like this IF I had let them try my ass. OOOH! Oh gosh that feels GOOD!"

My ass had pulled back six inches and then I pushed back into her faster than before, stopping once more at nearly 7 inches deep. "Penny, I think you've stretched out enough for me to continue. If I do something that hurts you just let me know, okay?"

"OOOOOOOooooooh gosh yes! I can feel my ass twitching around you. Come on, just do it!"

I did. She hadn't finished saying 'it' when I pulled back and began pumping into her, slowly picking up both my power and my depth of thrust. After about a minute my cock bottomed out, as deep as I could get in this position.

"Oh fuck that feels good Russ. Oh my god yes ... yes ......... yes ... oh god!" Penny cried out as I ramped up my movements even more. By then I was pounding my cock into her at about one thrust every three or four seconds and her body was moving each time I bottomed out.

Soon our skin was loudly smacking together as I pounded into her relentlessly, her body seemingly enjoying it to the max. Suddenly I slammed into her and froze there with my cock deep within her. Penny looked up at me wondering why I had stopped. "Are you still good?"

"Um huh."

"Good," I said before I pulled my legs up and then lifted her ass into my hands. I moved just a bit more and then lowered her back down so her back was on my legs, her legs flailing in the air behind me. I did a small in-out thrust making her moan hard so I just went for it.

"HOLY FUCK!" she cried out as I grabbed her hips and started powering her onto me in time with my own thrust into her, making my power seem to be greatly increased. Her breathing grew harder and I could tell she was really turned on so I managed to slide my right hand around to her clit.

"OH MY GOD I'M CUMMING," she screamed as I strummed rapidly on her clit as I pounded hard and deep into her ass. Penny looked at me through shocked eyes just before her chest lurched upwards pulling her off the bed only to drop right back down. Instantly she lurched back upwards again, then again and yet again. All the while she was crying out, "Oh my god Russ, you're making me cum! Oh fuck I'm cumming on a cock! I'm cumming ... CUMMING WITH A COCK UP MY ASS! OH FUCK YES ... FUCK ME! FUCK ME! FUCK ME RUSS ... FUCK ME HARD!"

Penny's hips were pounding into me as hard as I was thrusting into her thus making her climax that much better. She grunted out an unintelligible sound then she lunged upwards wrapping her arms around me while kissing me hard, her tongue reaching deep into my mouth where it dueled with mine.

That caught me completely off guard. Kissing her pussy is not quite the same as a real passionate tongue filled kiss such as this one! That however did not stop me from returning the favor! Her eyes were closed but I didn't care I made sure it was one of my best kisses ever. Somehow I managed to move onto my back with Penny sitting on top of me with my cock buried firmly inside her hot and pulsing ass.

I was looking at her closed eyes even as she broke the kiss to moan into my mouth, "Oh god baby!" Penny gasped before she resumed kissing me hard.

Soon it was my turn to break the kiss as I groaned into her mouth, "Holy shit Penny ..." I never got to finish my thought as she shot backwards ending in a sitting position.

"I ... oh ... um ... damn, I um, I don't know what got into me ..." I gave her a HARD upwards thrust and she groaned before going on, "... okay, it's your cock. I just don't know why I kissed you but all of a sudden I was and it felt so good. I didn't mean to shock you or ..."

"Look, don't worry about it," I said as I put my finger to her lips. "Just start moving on me because it was really starting to feel good before you stopped."

"Oh ... okay." With very short strokes Penny started moving off of me and then back down, slowly fucking herself on my red-hot cock. "Oooooo this feels so good!" she moaned as she slowly increased the length of her movements. Her pause had allowed my balls to regroup pretty well so I wasn't nearly as close as I had been.

I looked down in surprise when she started flexing her hips over me as she rose up and dropped back down. Her hips began working in a circular motion even as she continued rising and falling while her hips still did her forward and backwards flexing. "Oh my god that feels so good," I gasped making her smile.

She was really in to it as she was slamming down onto me hard and fast, her sphincter muscles grabbing madly at me as I moved within her. "Oh FUCK this feels GOOD!" she gasped as she stepped up her movements just a bit more.

Finally getting my timing right I managed to latch onto her right nipple and sucked onto it hard making her gasp even as she tightened her ass around me. My hips were trying to match her movements and I could sense its affect on her. I was close to cumming so I found her clit once more and rubbed it hard instantly making her scream my name!

Damn but her ass got tight just then and I cried out, "OH FUCK I'M CUMMING!" and my balls started blasting her ass chute with eight huge ropes of sperm.

"Oh god I'm cumming AGAIN! Oh fuck me Russ I'm CUMMING!" Penny cried out as her entire body shook and quaked above me. Still she managed to keep her ass moving on me allowing our climaxes to go on unfettered.

"Oh my god, Penny!"

"Oh fucking hell Russ!"

"Oh my god."

"Oh my god."

"Holy fuck!"

"Damn!"

"Wow!"

"Oh god you feel so good inside of me," she said as she settled down onto me. She remained like that although her hips continued moving around in circles thus keeping the fucking motion going for at least another three minutes.

I was staring up at her just enjoying the afterglow of an incredible orgasm -- along with the view of her incredibly sexy upper half -- while Penny closed her eyes and let a small smile cross her face. Neither of us made a sound for those three minutes until she gasped "OOOOooooooooooo," and her eye lids fluttered.

Almost as if in slow motion she leaned forwards until she was resting on my chest, her face next to mine as she gasped for breath. "Jesus.......I can't believe what just happened. Fuck me..."

"I did."

"No shit!" Penny lifted her face a few inches and looked into my eyes for a few seconds before she softly said, "I think I need to tell my mom 'thank you'. Holy shit, Russ! My entire body is still twitching in response to that incredible orgasm you just gave me! Damn, if I'd known fucking would feel like this I would have started a long time ago!"

"You're welcome."

"I'd say that's a pretty smug attitude but I guess you earned it!" she said as she lifted her ass about seven inches and then eased back down making each of us groan. She leaned her face into mine and let her lips softly meet mine, followed by her tongue gently entering my mouth for the most intimate kiss ever.

She finally lifted back up and I asked, "What was that for?"

"Oh, just a little thank you from me to you."

"Um you are thanking me for forcing you to fuck me?"

"No. Well, maybe. I'm thanking you for telling me you wouldn't try to deflower me and then actually keeping your word. I started out really worried about it but in the end I was ready to give it up to you!"

"Well, thank you for that, but I gave you my word. It wouldn't have been right for me to do that to you."

"You're not much of a blackmailer are you?"

"Oh I don't know about that. I said what I wanted and I got it. Seems like things worked out pretty good to me."

Her hips moved up and down about four inches and she groaned while saying "Seems pretty good to me too." She s-l-o-w-l-y lowered her ass back onto me making her entire body shake once more.

After she settled fully onto me again I held her tight and rolled us over. I supported myself on my outstretched arms and said, "Okay sexy, let's go take a shower. We both need it."

"I'm going to make a huge mess when you pull out."

I dropped down and rolled us again as I said, "No problem," as I sat up with Penny sitting on my lap with my cock happily encased in her ass. "Hold on Sexy," I said as I slid forward and stood up.

"OH MY GOD!" she gasped as her arms wrapped tightly around my neck. She cooed her amazement as I started walking towards my bathroom then she groaned into my neck, "Oh god Russ, I can't believe how good this feels."

"Don't worry about it, just go with it," I said, figuring if it felt that good she might just as well cum again. My hands moved her ass up and down as I walked letting her ass fuck me some more. I knew I sure liked it!

Even before I could try to turn on the water she used her legs to work her ass fast and hard as she gasped "Oh my god I'm cumming again! Oh my god! OHMYGODOHMYGODOH ... MY ... GOD!" Finally her body stopped moving, her arms tightened around me even as her legs loosened and then her left one dropped off of my ass and hung limply by my calf.

I got the water to temp and stepped into the shower with the water on my back. Satisfied that it wasn't too hot I slowly turned around allowing the spray to sooth her body as she clung to me. Once her legs moved back up and she clasped her feet behind me I could move my hands to her back where I rubbed her and tried to comfort her. I thought I felt and heard sobbing so I looked to her face as I asked, "Oh Penny, did I hurt you? I'm sorry if I did!"

Her arms tightened perceptibly around me as her sobs increased in volume. "Shit...I am so sorry Penny. I never meant to hurt you..."

Her kiss stopped me right there, her tongue reaching deep within my mouth. Her hands moved to my head and she clutched tight to me as she turned and twisted her face during her kiss. The kiss was coming to an end when she pulled her ass down hard onto my still imbedded cock as she softly said, "Shut up and kiss me!" I did, we did, and it was incredible.

"Guess I didn't hurt you," I said as we finally pulled apart.

"Not unless hurting feels incredibly good!" Penny rolled her hips again and smiled at me again. "I REALLY need to thank my mom!"

"If you must go ahead. Just don't tell her why! I don't think she'd like hearing about those pictures."

"Yeah, I guess she wouldn't really like that. Um, are you going to put me down or just fuck me the rest of the day and night?"

I lifted her up and then dropped her back down as I said, "I like that second option but I suppose we should actually shower." I lifted her petite body up and off of me making each of us moan at the loss of closeness.

"I feel so empty now," Penny said sadly. Her hands went behind her and she exclaimed, "Oh my god, Russ! You opened me up so good that I'm still wide open back there! Look!" and she bent over as she turned showing me her gaping ass over an inch across.

"You're okay with that?"

"After the way you made me cum so gloriously HELL YES I AM!"

Moments later I grabbed the soap and began washing her from head to toe. I really enjoyed getting to inspect her incredible body like this. Blemish free and perfect in every way! I cheated by sucking and mauling each of her perky breasts until she begged me to stop. So I turned my attention to her round butt cheeks until she begged me to stop once more. Then I moved my face into her crotch and attacked her pussy. She cried out several times when I fucked her pussy with my tongue thus keeping her virginity still intact, but when I sucked onto her clit and flicked my tongue on it she screamed in joy once more. I had to hold her up when she came as her legs turned to jelly while her body jerked and shook before me.

"Stop! Oh god STOP!" she cried out and I slowly pulled my lips away from her throbbing little love button. She gasped hard several times before she clung to me for support while gasping out, "Are you trying to kill me with orgasms? My god, I just can't believe this! Holy shit, Russ!"

"No way pretty one. I want lots more of you!"

By then she could finally stand on her own and she just stood there breathing hard and looking at me. She grabbed the soap after a bit and slowly began washing me, I had to bend down so she could reach to my highest but I didn't mind. She spent a long time behind me cleaning my ass several times. Finally she had nothing left but my cock, which had grown limp and shrunk back considerably.