She Smiled at Her Pt. 02

"Now suck in Liz, you're doing great. It feels incredible, baby." Alex sighed.

Liz hollowed her cheeks, and began taking more of Alex's cock into her mouth, it would be impossible to take it all, but she wanted as much as she could manage. It felt natural to her; womanly. She was performing a loving task that any woman would want to share with her lover. Liz began to realize she needed this. In the past she wanted it, having a hard cock in her mouth, but now that she had been intimate in this way with another, she was feeding off of the pleasure it was giving Alex, and in turn that gave her pleasure. Another pleasure still was a sudden hint of a flavor, sweet and unique, that Liz recognized immediately as precum. She moaned in delight at the realization that Alex was leaking her sex juices into her mouth to spread against her tongue, further fueling her desire.

Alex watched the younger woman suck her cock through half-open eyes. The sensations Liz was creating, coupled with the fact that Alex understood the beautiful woman kneeling in front of her had never had a penis in her mouth before, that Alex was the first... It struck a chord, one that almost felt like a mentor or guide. She would work very closely with Liz in the coming weeks, and teach her little things; small details that could make this incredible feeling just that little bit more pleasurable. For now, she couldn't help but marvel at the sensual sight of Liz's lips stretched around her shaft as the woman methodically worked a bit more of her cock into her mouth with each downward movement.

'She probably has no idea she's doing so well, for having never done this before.' Alex smiled.

As incredible as Liz's mouth felt, those feelings, coupled with the mental stimulation that Alex had been welcoming, conspired to send her load into the young woman's mouth. That wouldn't do. Alex wanted that first orgasm to be inside Liz's virgin ass. As much as she wanted to stay right there and continue watching Liz worship her cock, she knew what she wanted even more.

Alex took Liz's head in her hands and gently pulled her away. Her cock made a wet smacking sound as it popped from the vacuum Liz had created in her mouth. The young beauty looked up in confusion and tilted her head.

"No, baby, that was perfect, really. It's just that you had me so close, and I didn't want to cum there, not for our first time, does that make sense?" Alex asked in a sultry tone.

Liz nodded. She understood now why Alex had stopped her; she wanted to cum inside of her. The thought thrilled her, but it also scared her. Alex's cock barely fit in her mouth, and she could only get maybe a bit more than half of it in there. But her ass... She nodded again, steeling herself for what was about to happen. This too was part of being a woman. Liz had chosen this. She had long fantasized about the day when a handsome guy would take her virginity, and while she never expected a beautiful woman would take it instead, she absolutely never expected the first penis to enter her would be as large as Alex's.

She grinned weakly and asked, "Are you going to fuck me now, Alex?"

Alex's eyes caught the flickering light of the candles, giving the impression of a fiery intensity burning being her irises as they reflected it back at Liz.

"Well, aren't you eager?" Alex teased her.

Even in the low light, Alex could see Liz blush.

"Don't be shy, baby. I like it. Own it."

"I want you to fuck me, Alex." Liz's voice had a nervous edge to it, but at the same time, it harbored sincere desperation that excited Alex terribly.

"Not yet," Alex replied with a giggle.

She extended a hand for Liz, helping her to her feet and pulling her in for a quick, intense kiss before she turned the young beauty around and laid her down on the bed. Alex crawled between Liz's legs, gazing hungrily into her eyes while she planted a series of soft, lingering kisses up the inside of her smooth, slender thighs. Liz let out a soft gasp as Alex drew nearer to the bulge in her panties, the tantalizingly slow pace driving her wild with anticipation. Finally, she felt Alex's lips kiss her aching cock through the thin material and she shuddered at the new and wonderful sensation of hot breath and soft lips on her virgin member.

Alex hooked her fingers into the waistband of Liz's panties, pulling them down over the younger girl's hips as she lifted her ass from the mattress. Liz's hard cock was on the low end of average, perfectly proportioned to her petite frame, and she was pleased to see that she was shaved completely smooth. But most notably, she was surprised to see a thick rope of precum stretching between Liz's throbbing cock and the fine white material, glistening as it reflected the golden light of the candles. Alex had felt the moisture through her panties when she kissed her, but she hadn't expected such a copious flow of the sweet nectar.

"My, my..." Alex purred, "You do make a mess, don't you?"

"I'm sorry." Liz was suddenly worried that Alex might think she was weird, or gross.

"Mmm, don't be."

With that Alex lowered her head and licked a long, slow trail from the base of Liz's cock to the tip of her head, collecting the young woman's juices against her tongue as she went.

"Mmm," Alex moaned again, "You taste so fucking good."

Liz didn't have time to reply before Alex wrapped her lips around her and slid down her cock. She drew in a sharp breath, shocked by the feeling of a warm, wet mouth engulfing her for the first time. Liz hadn't known what to expect it might feel like, but she never imagined it could feel like this. She wondered if she had made Alex feel this good when she sucked her cock. She hoped so.

Alex let out a muffled moan as she descended inch by inch, adding an incredible sense of vibration to the pleasure Liz was experiencing. She watched in stunned disbelief as Alex swallowed the entirety of her turgid cock, gasping when the tight muscles of Alex's throat squeezed her firmly.

When the young beauty bucked her hips involuntarily, Alex feared she might explode right then and there. She withdrew slowly, backing off until Liz's glans came free of her lips with a soft 'pop,' finally planting one last gentle kiss on her frenulum.

Liz was practically vibrating with raw, sexual energy, and Alex wanted nothing more than to bury herself in that tight, virgin ass, but she forced herself to take a breath and slow down. She wanted to take her time and show Liz all the pleasures to be had. She wanted to make her squirm and gasp and moan. She wanted to make her beg for her cock. 'Besides,' She thought with a grin, 'A young lady should know how it feels to be eaten out.'

Alex lifted Liz's legs, pushing her knees toward her chest and exposing the cute, pink little knot of her asshole. She kissed all around her taint and cheeks, gingerly licking and nibbling at her smooth flesh while Liz gasped and quivered. Alex teased nearer and nearer, letting the anticipation build as she slowly zeroed in on her prize.

"Oh god... Oh wow!" Liz cried out when she felt Alex's warm tongue feather against her asshole.

In her wildest dreams, Liz never would have thought that a tongue in her ass could feel this amazing. She moaned as Alex ate her with increasing hunger, pushing her tongue into her and flicking against her, taking her arousal to heights she didn't know existed. Liz closed her eyes, concentrating on the pleasure Alex was lavishing upon her and listening to the happy, hungry noises the older woman was making as she devoured her.

By the time Alex had gotten her fill of Liz's delicious little pucker, the younger girl was indeed squirming, gasping, and moaning. She lifted her head and teased her fingers across Liz's cheeks, found her hole, and pressed into it gently. Lubricated with her spit, her finger pushed past the tight ring of muscle easily, encountering just the faintest resistance before slipping into Liz's warm depths.

Liz was well acquainted with the sensation of a finger inside her, yet somehow that it was someone else's finger made it a thousand times better. She moaned as Alex pushed into her as deep as she could reach, and she cried out when she felt a second finger join the first, stretching her open as warm pleasure flowed through her. As amazing as Alex's fingers felt, she needed more. She needed Alex's cock.

"Alex, please... I need your cock inside me. I need you to make me a woman. I can't wait any longer, please..." Liz was surprised by her own words.

Whose voice was that? Not shy, nervous, virgin Liz's, that much was certain. It was the voice of a far more confident, self-assured sexual creature than had entered this bedroom.

Alex growled sexily, watching the younger girl's asshole contract as she withdrew her fingers. Liz had impressed her with the unabashed candor with which she pleaded for her cock. It pushed Alex past the point where she could control her desires any longer; here was this gorgeous, sexy girl begging her to take her virginity and make her a woman. Who was Alex to deny her?

The anticipation on Liz's face read like an open book as Alex positioned herself between her legs and reached for a bottle of lube on the nightstand. She was generous in her application of the slippery fluid, massaging a liberal portion over the entirety of her big cock before rubbing a second helping into Liz's quivering hole. She took a moment to admire the beautiful woman laid before her; these were the last seconds Liz would ever be a virgin and she wanted to burn them into her memory for all eternity.

"Are you ready, sweetie?" Alex cooed.

"Please, Alex... Fuck me..."

Alex inched closer, pushing the head of her cock against Liz's hole and letting the pressure build slowly. Her eyes flashed back and forth between Liz's ass and her face, looking for a reaction. She knew she was going to hurt the poor girl, but she wanted to do her best to minimize the pain so that Liz would be able to relax and enjoy this as much as she was about to. She pressed on until the head of her cock overcame the resistance of Liz's sphincter and slipped inside her.

Liz winced at the sudden bolt of pain. She expected Alex's huge cock to hurt, but she wasn't prepared for the pain to be so sharp and so intense that it would paralyze her, making her breath catch in her throat like a silent scream. For a moment, she thought that she had made a mistake, that she had gone too far too fast. How could it hurt so bad? But even as the thought passed through her head, the pain had leveled off and begun to dull. Liz realized that she had her eyes squeezed shut tightly, and when she opened them again she saw Alex's beautiful face looking down at her with a pitied expression.

"Are you okay, baby?" Alex spoke softly, genuine care and concern in her voice.

"Hm-hmm." Liz nodded, "Just... Go slow."

"Liz..." Alex leaned closer as she pushed a little more of her throbbing cock into the young woman, "You're not a virgin anymore."

Liz's eyes went wide upon hearing those words. She looked up at Alex and couldn't help but giggle happily. The pain was fading away fast, being replaced with a sense of pleasure and fullness that she had never imagined. Alex giggled back, placing a soft hand on Liz's cheek and smiling warmly at her. She pushed the remainder of her cock inside Liz until she came to rest with her pelvis pressed against the young woman's taut little ass. A wave of euphoria came over Liz, overwhelming her with emotions that she expressed, without conscious thought, in the form of an intensely passionate kiss as she tried to share her joy and ecstasy with her lover.

They were still kissing when Alex began fucking Liz with slow, gentle thrusts into her little body, soft and sweet as she let the former virgin adjust to the intrusion. Her ass felt incredible, wrapped tightly around Alex's cock like warm, wet velvet. Little by little, Alex increased the force of her movements while the sounds coming from Liz changed from short grunts to soft moans and finally to whimpers of rapture. Soon, Liz was bouncing gently with the impact of each push, both of them emitting their own song of pleasure to blend in an ecstatic medley.

"Oh... My... God!" Liz panted between thrusts, "This... Feels... Amazing!"

"Mmm," Alex purred, touching her forehead to Liz's, "You feel amazing."

When Liz wrapped her legs around Alex's waist and reached down to her ass, cupping her pert cheeks in each hand and pulling herself into Alex to meet her thrusts, the older woman knew she was ready to get a little more intense. She made a few last forceful pumps into Liz before she backed off, withdrawing slowly. The petite beauty whimpered in disappointment at the sudden emptiness as she stared up at her lover, wondering why she had stopped. There was a haunting sense of being incomplete; Alex had left a void in her body and her soul that she yearned to be filled.

"I want to fuck you from behind," Alex growled.

It wasn't a request. Liz didn't even have time to respond before Alex flipped her over by the legs. She was startled by her strength; she hadn't expected this lean, slender woman to be capable of handling her so easily, and it aroused her greatly. Alex pulled her up by the hips, positioning her on all fours as she slid in behind her. Liz barely had time to process the sudden change before she felt Alex penetrate her once more. Unlike the first time, Alex entered her easily, dashing the hollow, empty feeling inside her with the warmth and fullness of her cock, making her cry out in pleasure.

Alex reached forward and gripped Liz's upper arms in each hand, pulling her up off the mattress to sit vertically on her knees. She ran her hands over the young woman's smooth body, feeling the sensual curvature of her hips, drifting over her flat stomach, finally sliding up under her bra to knead her soft little tits. Liz shuddered at her touch while Alex fucked her with steadily increasing vigor. The change in angle had directed Alex's cock perfectly in line with her prostate, and she responded accordingly, moaning and whimpering loudly with each thrust.

The pleasure of Alex's big dick pummeling into her little pleasure gland was overwhelming. Liz could feel the precum streaming out of her as her hard cock bounced and spun to the rhythm of Alex's movements. She happened to glance at the mirror over Alex's dresser and saw her reflection looking back at her, her face a mask of pure, unabated pleasure, her body jolting each time Alex's pelvis slammed into her ass. The eroticism of watching the beautiful older woman have her way with her petite, lingerie-clad form was captivating and she found she could not pull her eyes away from the display in the mirror.

"You look so fucking hot with my cock in your ass, sweetie." Alex hissed in her ear.

Too turned on to be embarrassed that Alex had caught her staring at their reflection, she leaned her head back against her lover's shoulder, watching Alex watching her as she whimpered with ecstasy. She felt Alex's mouth on her neck, kissing and nibbling at the soft flesh under her ear, sending a warm tingle down her spine to meet with the intense pleasure radiating out from deep inside her ass.

Alex had likewise reached peak arousal as she watched herself fucking Liz in the mirror. The young woman was taking her dick like she was made for it and loving every second of it, a fact that was fast pushing Alex toward the edge. She felt her orgasm begin to bubble up and while she normally had total control of her climax, the desire to reign it in simply wasn't there. She wanted to empty herself inside Liz, to fuck every last drop of her cum deep into the petite beauty and come to rest inside her, totally spent.

"Are you ready to take my cum in your ass, baby?" Alex growled.

"Hm-hmm!" Liz moaned emphatically.

"Tell me how much you want it."

"Please, Alex. I want you to cum inside me. I want it so bad!" Liz pleaded, the desperation in her voice was palpable.

Alex was happy to oblige her. She slid her hands down Liz's body, gripping her hips tightly and pulling her ass back into her as she thrust forward hungrily. With a forceful push, she felt her cock twitch, spewing the first of many ropes of cum into Liz's tight ass as her orgasm overtook her. Her thrusts into the young woman's little body grew ragged as her muscles seized in ecstasy and she fought through her climax to keep fucking deep into Liz. Each pulse of her load pumping through her was a nearly intolerable pleasure as she emptied herself, grunting to the cadence of her powerful contractions.

Liz had read about people being able to feel their partners cum inside their ass, and while she couldn't feel each individual splash inside her like she had imagined, she did feel a sense of wetness spread through her. The quality of the sensations of Alex's cock bucking into her had changed, like a warm, squishy feeling accompanying each powerful thrust. Liz also felt... She didn't know what she felt. She had certainly not expected this overwhelming surge of emotions as Alex filled her ass with cum. An intense combination of pride and gratitude fell over her, filling her heart with a joy so expansive she didn't think she could contain it.

"Oh my god, Alex!" Liz exclaimed, bursting at the seams.

As Alex wound down, coming to rest inside her, she felt the older woman's soft tits press against her back, her chest heaving as she gasped for breath. She was in heaven. She wanted to live right there, in that moment, for the rest of time.

As though Alex had read her mind, she whispered sensually into her ear, "We're not done here yet, sweetheart."

Liz felt a hand move across her abdomen and wrap around her cock, spreading the copious flow of precum over her throbbing member until it slid easily up and down her shaft. She had been on a sub-orgasmic plateau ever since she had first glimpsed herself in the mirror, but Alex's soft hand on her pushed her over the edge in a few quick strokes. She gasped as she felt Alex's cock begin to move inside her once more, driving forcefully into her prostate just as her orgasm came crashing down on her like a tidal wave. She let out a long, sustained whimper as she felt herself contract against Alex's dick, making the huge organ inside her seem even bigger than it was. Her cock twitched and pulsed in Alex's hand, spraying her load all over the sheets below in jets so forceful she could hear them splash against the material. Liz came so hard she felt her ears might pop, writhing helplessly against the cock in her ass while Alex stroked every last drop out of her.

As Liz's orgasm faded away, Alex slowed and stilled, holding the gasping, trembling girl close as her body struggled to recover. They stayed like that for a long moment, resting against each other while their breath began to normalize and fatigue settled into their weary muscles. Liz felt giddy, giggling happily in between soft moans as tremors of aftershock passed through her at random intervals. Alex kissed her gently, pressing her lips against her neck and shoulders, holding her as she drifted back down to earth.

When Alex's cock slipped out of her, she felt a rivulet of warm wetness leak from her ass and run down the inside of her thigh. Without willing it, Liz instinctively reached down and scooped up the cum, lifting her hand to her mouth and sucking her fingers. She moaned at her first taste of Alex's semen; salty with a hint of sweetness, but an experience far greater than its flavor. It was like tasting divinity, completing her in a way she hadn't even known that she'd been incomplete. Liz was so immersed in the moment that it wasn't until Alex spoke that she realized what she was doing, or that Alex had been watching her. She froze midway through licking her fingers clean at the sound of her voice.