The Rundown

Cat sat behind John and went to work. It was late on a Tuesday and John had a test the next day. With any big test, he prepares by pulling all-nighters. Cat was his relief after a long night of staring at books.

She was a short girl with a tight little body. Her black hair was short and spiked. Her breasts were a little large for her small frame, though you wouldn't notice past her all-black wardrobe.

John was taller than her; about six foot. He had an average build, but toned. Cat adored his big brown eyes and gentle flirting style. She was his personal masseuse. Normally she charged for back rubs, but she didn't find rubbing down a hot guy to be work.

John positioned himself in front of her. She gently touched his neck and started the massage. He moaned softly as her hands moved around his back and shoulders. Her pussy grew hot with each moan.

"You're so awesome for doing this for me," he said closing his eyes.

"Hey, it's the least I can do. Always up to help a friend."

She bent low to speak to him. Her warm breath on his ear and neck stirred an awake-ness within him. He nonchalantly put his arm in his lap to hide the growing bulge.

"So why do you wait till the last minute to study?" she asked slightly disappointed he was hiding his hard on.

She stayed slightly pressed against him. Her hands massaged his shoulders. His ear was centimeters from her lips as she spoke softly to him. It was hard for her to keep from kissing and nibbling his earlobe.

"Uh," he stammered. "I don't know I do better on the tests when I do."

It was hard for him to concentrate on speaking. His cock grew harder with every word. Her hands slid further down his back; gently rubbing away his ache.

"Here, why don't you lie down," she suggested. "It'll be easier for me to massage your back."

"Okay."

He stood up, adjusted himself quickly, and lay on his bed. When he was comfortable, she climbed on top of him. She straddled his waist and went back to rubbing his back.

"Um, what're you doing?" he asked.

"How do you expect me to rub your back?" Cat replied. "This way, your back is straight and less tense. And by sitting low on your waist, it stretches out your spine a little."

She slid her hands up his back and started at his shoulders. She knelt up and down with each stroke of her hands because he had a long upper body. Each time she sat back down, the seam of her jeans would press against her pussy and rub her clit.

John closed his eyes and moaned every time she pressed hard on his back. He tried not to think about how it would feel if she was moving up and down on top of him. Too late. He could feel his dick get hard again. Only this time, he was lying on his stomach and was getting uncomfortable.

"What's wrong?" she asked.

"Nothing."

"You're whole body just twitched and tensed up. Are you uncomfortable?"

"I, um, am sort of squishing things"

"Oh I'm sorry, here, you can adjust."

Cat climbed off of him and sat on the bed while he stood up. He adjusted himself facing away from her. He made sure it wasn't too obvious that he was turned on before he turned back around.

"Okay, sorry about that," he said.

"Not a problem."

She stood up from the bed to let him lie back down. She ended up right in front of him when she stood. They smiled at each other and blushed. She went to move out of his way, but John stopped her by putting his hand around her waist. He leaned in and kissed her on the corner of the mouth. She turned to him and kissed his lips.

They started to kiss each other harder. Cat leaned against the bed and pulled him closer to her. John wrapped his arms around her, picked her up, and put her on the bed. She wrapped her legs around his waist and pulled him into her.

"You're a good kisser," Cat said with a smile.

"You're not bad yourself."

"So, what do you want to do?"

"I was kind of hoping to kiss you some more."

"Well, why don't you come up here with me then," she replied and patted the bed.

John jumped onto the bed beside her. She pushed him on his back and kissed him. He pulled her on top so she was laying right on him. She pressed her hips against his with the motion of her lips.

He grew harder with the pressure she rubbed against him. She could feel him through his jeans; turning her on even more. She wanted to do more to him. She wanted to know how he tasted, how he felt inside her. Her kisses became longer and more passionate with her thoughts.

His hand moved from her back down to her hips. He grabbed her ass and pushed her against his hard cock. She moaned deeply in their embrace. One hand slid from her ass to her lower back. Slowly, he put his fingertips beneath her shirt, then his whole hand.

Cat slid her body from on top of him to the side. It was her turn to be bold and she took the hand under her shirt and pushed it up to her breast. He paused for a second before gently squeezing her. He stayed on the outside of her bra at first, and then slid it up. She moaned as he ran a finger over her nipple.

"Oh," she purred when he gently rubbed and squeezed her nipple.

"You like that?" he whispered.

She wrapped her leg around his waist. She wanted him to touch her everywhere. She wanted to touch him. Her hand rested on his chest and slowly inched down. He smiled at her and her hand moved a little faster. He breathed in deeply when her hand comes to rest on the bulge in his jeans. She gently rubbed him through the fabric.

They didn't kiss; they didn't speak. They just lied there and fondled each other; pondering when to make their next move. She moved her free hand up the back of her shirt and unhooked her bra. He moved his hand to her other breast and began playing with the nipple. Her hand gripped his cock a little harder and began to massage him. She looked at him while she unzipped his pants. He closed his eyes as she pulled his cock out. He wasn't overly well endowed, but he was above average.

Cat gently ran her hand over his hard on. She played with the little drop of precum that slipped out of his cock. John's body was tense and his hand sat frozen around her breast. She slowly slid her hand up and down the shaft while still watching him. Without saying a word, she moved down his body and gently put the tip of his cock into her mouth.

"Oh fuck," he said as she began to slowly tongue his manhood. He grew harder in her mouth.

She smiled as she slipped him in and out of her mouth slowly. His breathing shook as he moved his hand down to her head. He brushed her hair as she slid his cock further down her throat. She took his full length and held him. Her tongue played up and down the shaft. She pulled up and replaced her mouth with her hand. Gently, she stroked his cock; kissing him all over.

John lay speechless on his back. She looked up at him with her dark blue eyes. He smiled at her and motioned for her to come closer. She abandoned his dick and slid up his body, careful not to crush anything. He kissed her lips hungrily.

"Wow," he finally muttered. "You never said anything about a cock 'n' tongue massage."

"Well, it's only for very special people," she said with a smile.

"Oh really? Well, you know, I'm pretty good at tongue 'n' pussy massages."

"Oh," she purred and kissed his neck. "That sounds like it would feel really good."

"Then let me show you, I mean, I at least owe you that much."

John kissed her and pushed her back. His hand brushed her body as he reached the top of her jeans. With a gentle tug, he unbuttoned her pants and unzipped them. He gently brushed her stomach before slipping his fingers into the front of her white panties.

"Wow, I would have expected black everything," he said.

"I like to surprise the unexpected."

He kissed her softly as he pushed past her panties. She held her breath as he touched her; gently playing with her pussy. She was completely shaved smooth. He brushed her soft skin with his fingertips. He slid his middle finger between her pussy lips and felt her wetness for the first time. She moaned softly and closed her eyes.

"You like that?" he asked.

She moaned and smiled.

John moved his fingers inside her. Her breathing quickened a little. He slid his thumb onto her clit and gently massaged her. She moaned louder when he started to move his fingers faster and rubbed her clit harder. He moved closer to her waist while he fingered her. She gently pushed her jeans down along with her panties. She kicked her shoes off and he helped her pull everything off; leaving her completely naked from the waist down.

Cat lay down on her back and slid in between her legs. His fingers found their way back inside her and he got a better look at her shaved pussy. He kissed her stomach and moved down. She moaned when he kissed her pussy lips. He slid the tip of his tongue between them and parted her pussy; tasting her. She breathed in quickly and her legs tightened around his head a little.

He reached up with his hand and spread her open to expose her clit. He slid a finger into her hold as he probed her clit with his tongue. She let out a loud gasp and then a low growl from the back of her throat. He smiled as he flicked his tongue harder and faster over her clit. Her growls turned to moans and started to dig her nails into the bed. He started pumping his fingers into her; slipping an extra finger inside with every other thrust.

John started to feel her legs shake and he wondered if she was close to climax. Cat's moans and growls became more intense. Her hand reached down between her legs and pressed his face into her pussy. He stuck his tongue inside her and fucked her with his tongue. Her hips started to buck against him. He had to use his fingers to keep up with her. He could feel her pussy close around his fingers.

"Oh God," she cried. Her breathing turned to panting as he worked his fingers faster along with her screams.

"Come for me," he said.

He moved his mouth back to her pussy. Her legs shook harder and her hips bucked wildly. He felt his mouth fill with wetness and he lapped her pussy until her climax past.

Cat pulled him up from between her legs and kissed him hard. Her hand slid and fondled his still exposed cock. She jerked him off while she kissed him. He wrapped his arm around her waist and pulled closer to her.

"Do you want too?" she asked.

"Fuck yes," he breathed heavily in her ear.

He kissed her hard and slid his hand up her shirt. He grabbed her breasts and squeezed gently before taking her shirt off. She lay on his bed – completely naked – while he ran his hands over her body. He leaned down and kissed her between the breasts. He licked her nipple and slid his hand between her legs. Her legs were still shaking softly when he slid a finger inside her. She slid his shirt off then kissed his neck and chest. He never tore his pants off faster. He lay beside her for a moment and held her close. They kissed softly.

Cat could feel his cock grow against her leg as he moved his hand over her body. He rested his hand on her flat stomach and kissed her softly. She turned to him, looked into his eyes, and smiled. They kissed again.

He pushed his body against hers and she turned towards him. He put his arm around her waist and pulled her close to him. His cock pressed against her pussy and she felt herself get wet. His other hand gently massaged her breast and pinched her nipple. He slid down her body till his mouth was right next to her breasts and began to lick and suck her nipples. She moaned and pressed her pussy against his rigid cock. She reached between his legs and stroked him.

She rubbed the head of his cock between her pussy lips. He moaned softly and pushed his hips against hers. She guided him inside her as he slid in slowly. She wrapped her arm around his shoulders and squeezed him tight with every inch that he put inside. Her breath paused in her throat.

"Damn, you feel so good," he whispered to her.

"This feels so amazing," she replied and kissed his lips.

John gently pushed deeper inside her. Again, she squeezed him tighter. Her pussy clenched around his cock with a warm death grip. He could feel her contract and relax every muscle. Her eyes opened and looked into his as she started to move her hips back and forth with his. He put his hand on her waist and guided her speed.

"Oh fuck me baby," she begged him.

He quickened his pace and force. She wrapped her leg around his waist so he could slide in further. The smallest change in her position he could feel her muscles move against his cock. He pushed harder into her. She started moaning and breathing faster. Her fingers dug into his arm and back. Her pussy clenched around his cock and he knew she was coming.

"OH!" she moaned over and over again. "Fuck, I'm coming."

He held her hips close to him as her screams reached peak. She hugged him so tight to her when she climaxed that she completely stopped his rhythm. Her whole body shook and he held her close.

"No," she said. "You need to finish."

"But you're shaking."

"It was an amazing orgasm, but it's your turn. It's not fair if I come and you don't."

"Okay, can't argue with that."

Before he could say anything else, she pushed him onto his back and sat on top of him. She slid his cock into her mouth to get him harder and wet. She slid him deep into her throat. She pulled him from her mouth and straddled his waist then sank her still tight pussy all the way down his cock. His hands grabbed her hips and helped her ease down his cock.

"I have to warn you," John said. "This position is my absolute favorite and usually gets me off fast."

Cat leaned down and kissed him hard. Without a word, she started to raise her hips off his and slid down his cock again. She pushed off his torso and sat up on his dick; pushing him further inside her. He ran his hands up her body and cupped her breasts as she bounced up and down.

"Oh God," he moaned.

She squeezed her pussy muscles around him. She used his hands as leverage to lift herself up and down on his cock; fucking him harder. She slid her pussy half way off his cock then slammed herself back down. Her moans began to match his. He grabbed her hips and squeezed, gently pushing his cock deeper into her pussy.

"No, no," she said taking his hands off her hips. "I want to make you come baby."

She lied down on top of him again and rocked her hips back and forth quickly. The pressure of her humping him pressed on her clit and she felt herself rising to a climax. John felt his cock swell and sweat broke on his forehead. His jaw tightened and hugged her tight. He bucked his hips up into her pussy faster and faster. Her pussy grew hotter with the friction.

"Oh, you feel so good fucking my pussy," Cat whispered. "I want you to come for me. I want you to come all over my body."

Between her breath on his ear, his cock in her tight pussy, and the words she was saying, John couldn't hold on anymore. He started to moan as he fucked her faster and harder. She moaned in his ear and he knew she was going to come again. He could feel her muscles tighten around his cock again. It felt so good he almost blew his load inside her, but remembered she wanted it on her. She screamed louder when her climax hit and he picked her up off his cock as fast as he could – hot come splashed the outside of her pussy as he came. She collapsed back on top of him and hugged him.

"Wow," he stuttered many seconds later. "Just…wow."

Cat kissed him over and over again.

"So, uh, for now on can we do that?"

She giggled softly and kissed his lips once more.

"Anytime."