Will and Chloe Pt. 03

Chloe couldn't see it, but Will was grinning as he walked into his room. He stopped in front of his bed and waited for her to unwrap herself from him. As soon as she did he tossed her on the bed.

"Ahh!" Chloe screamed in surprise. She landed on his soft bed and stared up at him after she stopped bouncing.

"Did you just throw me?" She asked half laughing, half disbelievingly.

"Yeah, well, I figure since you're the one always surprising me I've got to start catching up, you know?" Will said as he moved toward her.

Chloe backed up away from him on the bed. "Oh, no. I'm not so sure I want to have sex with you now! You just threw me onto your bed like I was some sort of cave woman."

Will laughed, "Well, now you don't have much of a choice, woman. I've got you on my bed and you have nowhere to run." Standing at the end of the bed, he quickly grabbed her right ankle with one hand and her left calf with the other. He easily pulled her toward him, spreading her legs and stepping between them as he did.

Chloe squealed and laughed at being manhandled so easily, her face and neck flushing. She 'fought' him off until Will pinned her arms above her head.

Will, having pinned her hands with one hand, grabbed her by the neck with the other. He'd started having certain suspicions about her preferences throughout the night and he wanted to test that.

Eyes wide and mouth slightly opened in surprise at having been pinned and grabbed by the neck so quickly, Chloe subconsciously wrapped her legs around Will when he leaned down to kiss her roughly on the mouth. Chloe still tried to get her hands loose, she was really trying now. Will suspected it wasn't because she actually wanted to get loose, but because she wanted the struggle. She wanted Will to keep her pinned down and wanted him to use his strength on her.

Will moved his hand from her throat to the back of her head, grabbing the base of her ponytail and pulling her head back, exposed her neck. Seeing her slender neck stretched and exposed he slowly moved down to it. He kissed and nibbled the sides of her neck. He sucked gently where her neck met her shoulder on one side and not so gently bit and nibbled on the other side in the same place. He moved even lower and kissed her collar bones before working his way back up her neck with sloppy kisses and gentle sucking mixed with not-so-gentle biting.

Will took a chance and continued upward to her earlobe. She wasn't wearing earrings and Will took advantage of this by first sucking on and then gently nibbling it. She began to involuntarily try to move her head toward her shoulder as if what he was doing both tickled and felt too good to let it go on. Will wouldn't let her though. He used her ponytail to move her head just where he wanted it and didn't relent.

Chloe was nearly going wild at this. She was moaning constantly now and she had arched her back, causing her large breasts to stick out. She was moaning and whimpering, writhing and shuddering underneath him. She had begun to lift her hips off the bed, using her legs wrapped around him, to grind on him, but she couldn't quite get leverage to manage it for long. She had stopped struggling entirely.

Will wasn't expecting a reaction quite this intense from her. He'd suspected she wanted to play a little rough, but to get this sort of reaction he figured he'd hit the jackpot with one of her more sensitive erogenous zones.

Will tapered off in his intensity and worked his way back up to her mouth, kissing her gently and affectionately before releasing her hands. He stood up straight at the edge of the bed, Chloe's legs still wrapped loosely about the back of his legs. Chloe pushed herself up on her elbows, breasts heaving with her heavy breathing. Her eyes were wide and her brow was knit in a hopeful look. A look that Will took to mean he'd better continue.

Will reached over his shoulder and pulled his shirt off. He then pulled her to the very edge of the bed and she sat up, allowing Will to pull off her tight top. She wore a white bra and she looked incredible in it. She blushed deeply across her neck and chest and Will couldn't help but admire that too. He'd never seen a girl blush as prettily as her. He leaned in to kiss her deeply again. As he did so he slid one hand behind her back and with a skill he'd honed and was quite proud of, undid the clasp on the back of her bra with a quick pinching motion.

Chloe broke the kiss and said breathlessly, but with a smile and clearly impressed, "Ohho, look at you! That was smooth. I can barely do it that fast. Good job, stud."

Will laughed and kissed her again as he slid the straps of the bra down her shoulders. Once the bra was completely off Will threw it across the room, causing Chloe to giggle.

Will stood straight again and stared down at her. Chloe settled back onto her elbows and raised an eyebrow. "Getting an eyeful?" she said with a smirk.

Will just nodded and looked at her. He started up at her eyes, her beautiful green eyes, and worked his way down. Her still flushed neck and upper chest. He could see red marks on her lightly tanned skin where he'd bit and sucked her neck. Finally, he looked at her breasts. He thought maybe he took his time getting to them on purpose, to tease himself some more. He knew they'd be incredible. He could just tell by the way they felt earlier that they were going to be the most perfect tits he'd ever seen or touched. And he wasn't wrong.

Chloe's breasts sat high on her chest, heaving with her breath. They were large and had the tan of a bikini that hadn't quite faded yet. Her areolas and nipples were pink and high on her breasts. Will couldn't help but stare. He also couldn't help but notice her tight tummy. While her abs weren't chiseled, they could clearly be seen in her half sit-up position.

God damn, Will thought. I have some work to do if I'm going to keep up with her. Even though he'd lost a bit of weight, he'd only recently become just noticeably toned. He was still gaining muscle and working on being nice and toned rather than bulky. He suffered a brief bout of insecurity, hoping she wasn't turned off by his body. He shoved it down, though. She said she liked him and she was here on his bed, right?

"Are you just going to stare at me or...?" Chloe said, head tilted, a small smile on her face.

Will shoved those thoughts aside, smiled widely, and said, "Well, I was trying to solidify this moment in my mind as a core memory, but you've interrupted that. Thanks. Besides, whose fault is that, anyway? I'm supposed to just not stare with you just lying there, boobs out, looking at me like that. Okay." Will said skeptically and shook his head as if to say she should know better.

Chloe's mouth made an 'O' shape, "Oh, I can't believe you. Aren't you the one that took my bra off and flung it across the room willy-nilly? Really it's your fault that these are out," Chloe said, shaking her breasts, causing them to giggle and bounce hypnotically.

Will went slack-jawed, eyes half closed, as he watched them bounce around.

"Well?"

"What? Huh? Did you say something?" Will asked, looking up from her breasts.

"Ugh, hurry up and take those off!" Chloe commanded, pointing at his pants.

Will jumped to it, unbuttoning his Levi's. "Did you say 'willy-nilly'?"

"No," Chloe said, sitting up and reaching for the waistband of his boxers. She yanked them down as soon as his pants were down at his ankles, exposing his erection. Chloe reached for it, but before she touched it Will grabbed her hand.

"Nope," Will said. He pushed her back onto the bed. He crawled over her and kissed her again. He worked his way down from her lips to her jaw line, then her earlobe, which she squirmed at. From there he made his way down her neck with sloppy kisses, running his tongue around where he knew she was sensitive. He kissed her collar bones and upper chest. Then he began to kiss her breasts. He didn't immediately go to her nipples, instead, he kissed all around them, the inner and under curves of each breast, above her nipples, and finally the nipples themselves. He licked and sucked them, and swirled his tongue around one while gently rolling the other between his thumb and forefinger.

Chloe was moaning and writhing beneath him whispering how bad she wanted him, how crazy he was making her, how she needed him.

It was an incredible boost to his confidence. He knew what he was doing, but it was still good to hear. It made him feel really good to know he could do the same for her that she had done for him. And he hadn't even gotten to the good part yet.

Not done with her breasts yet, Will began to suck strongly on her nipples. He'd alternate between them, occasionally catching one between his lips and pulling. This made Chloe hiss, though with pain or pleasure, he couldn't tell. She didn't stop him, so he kept going. He started sucking on random spots on her breasts, sucking at each spot powerfully, and for longer than he had before. He did this intending to leave hickies all over her breasts.

After leaving several hickies on each breast, Will was satisfied and began to kiss down her flat tummy. He kissed and licked her abs, moving ever downward. Will could tell she was breathing heavily now. Once he got to the waistband of her leggings he gripped them and began to slide them off her hips. He left her thong on, called it, Will thought. It was pink, but what he hadn't anticipated were the tiny little cartoon tacos with smiles and stick figure arms all over her underwear.

Will paused and looked up at her, "Tacos?"

"They're cute!" Was all Chloe said.

Will pulled Chloe to the very edge of the bed and got down on his knees. He kissed her lower tummy and her hip bones. He admired the way the waistband of the thong stretched across them, making a little bridge. That was one of the reasons he was so attracted to flat stomachs. The way a woman's underwear stretched across her hips when they were lying down.

He moved down further and kissed the tops of her thighs, right next to where her underwear covered her sex. He moved further in, wetly kissing where her thigh connected to her groin. He bit and sucked, causing Chloe to squirm and hiss.

He stopped and allowed her to settle down. Once she had settled, he looked up at her, over her mons pubis, and slowly licked where her clit would be over her thong. She moaned quietly at that and began taking quick, short breaths.

Will kissed and licked her over her thong, occasionally moving to the side and slipping his tongue just under the edge of her underwear.

Chloe began to gyrate her hips, she reached down and ran her hands through Will's hair, taking handfuls and tightening her grip then loosening it, over and over again.

Finally, Will lifted her legs and pulled her thong off and he could finally see her smooth, completely bare pussy.

Chloe was biting her lip in anticipation.

Will bent back down and kissed her above her slit before dipping his tongue down and licking her. Chloe shuddered and moaned at the first touch of his tongue. He swirled the tip of his tongue around her clit, teasing it, just barely touching it, before sealing his lips around it and sucking. He sucked her gently, rolling his tongue around and around her clit, taking note when she reacted strongly to a certain motion of his tongue.

"Fuckfuckfuckfuck, Will!" Chloe cried out. She was still alternating between grabbing his hair and running her hands through it. She couldn't seem to settle on which she wanted to do more.

Will continued to lick and suck her. He gripped both of her thighs tightly, keeping them still as she started to move her legs up and down next to him. He knew she liked being held down now, so he hiked her legs up and wrapped his hands around her thighs, holding her tight against him.

He held her firmly as he began to speed up his pace, swirling his tongue in a sort of zigzagging pattern that she seemed to love.

"Oh, my god, Will! Just like that! Don't stop!" Chloe whispered fervently.

Will kept going, neither slowing down nor speeding up. It only took about ten more seconds until Chloe was shuddering and convulsing. She gripped his hair harder than ever before as her body was wracked by an orgasm.

Will winced at his hair being pulled but didn't stop. That's fair, he thought, laughing inwardly.

"Oh, my god," Chloe said, breathing heavily. She let go of his hair and placed her hands on her forehead, taking deep breaths. "That felt so good. Oh, my god," she repeated.

She reached back down to Will where he was kissing her toned inner thighs. She gently grabbed his hair and pulled him up. He crawled up her body and kissed her.

Chloe then pulled him close, kissing his neck up to his ear. She whispered to him, "I want you in me. Please, I want it."

Will, still fully hard, reached down and positioned himself at her entrance. He placed the tip of his cock against her wet pussy, but did not push in. He slowly rubbed his cock up and down the length of her lips, wetting the tip and simultaneously teasing her.

"Will," Chloe hissed impatiently.

Will pushed in then, just the head of his cock, making sure not to give her too much too fast.

"Oh, oh! Slow, slow, Will." Chloe whimpered.

He slowly drove himself into her. Little by little, he filled her with himself. She felt absolutely incredible. Chloe let out a moan as he finally got most of his length into her. He stayed there for several moments before leaning down over her to kiss her. While they kissed he flexed his ass and legs in a kind of pulsing motion. He wasn't really pulling out of her and thrusting. Just letting his full length rest in her and letting the pulsing motion stimulate them.

"It's so good, Will. It's so good. I feel so full. I love it," Chloe said while staring into his eyes.

Will slowly pulled himself out, all the way to the tip, then slowly thrust back in. He did this several times and watched as Chloe tilted her head back, eyes closed, and bit her lip. She was holding her breasts now, lightly running her fingers over her nipples.

This image of her was so incredibly sexy that Will vowed to remember it for the rest of his life. Wondering what else he could get her to do, he picked up his pace. Holding onto her hips, he abruptly sped up.

Chloe's head snapped down to him, mouth slightly open and eyes wide. Her brow was knit in pleasure and she cupped her breasts, pinching her nipples rather than just running her fingers over them now. Will was beginning to love that look on her face and the quiet, cute, "oh" she let out every time he thrust into her.

Will slowed his pace and lifted her just enough to push her a little further up the bed without removing himself from her. He rested on top of her, settling some of his weight on her. He began to thrust into her harder, but slower, staying buried in her for about a second before pulling out and thrusting hard into her again.

Chloe's quiet "oh's" became louder and Will was grateful he didn't share walls with any neighbors.

Chloe's hands began to move up and down Will's body, when she reached up to cup his face as she kissed him, Will grabbed both her hands and pinned them above her head. Chloe inhaled deeply and arched her back in response, her breasts heaving and bouncing. After she settled back down Will grabbed her by the neck and squeezed high up underneath her jaw. Chloe's eyes got big as saucers and her jaw dropped briefly before she closed her eyes and bit her lip in pleasure.

Will continued his thrusting, not slowing or speeding up. After about a minute he released her neck and grabbed her by her ponytail again. He tilted her head back and lavished her neck and shoulders with sloppy, wet kisses, while Chloe moaned the whole time.

He had just begun to nibble and bite her neck before she cried out.

"I'm going to cum! I'm going to cum, Will. Don't stop. I'm going to cum!"

Will stopped.

Chloe gasped. "No!" she cried out. "Why did you stop!" Chloe strained against his hands that still pinned her.

Will, hardly noticing her straining, resumed his thrusting, but much slower and softer now, said, "You didn't ask me if you could cum. And I haven't given you permission yet. This is a little payback. You have to ask me nicely and maybe I'll let you cum. Until then you had better not. Understand?"

Chloe could only stare up at him through her lashes, eyes wide. She nodded demurely and said, "Yes. Will you please let me cum, Will? Please? I need it. I need to cum with you inside me. Please, Will. I'll do anything you want. Anything. I'm yours to use, I just want you to make me cum with your cock just once. Please, Will..."

"There you go. Good girl. That's what I want to hear," Will whispered into her ear as he started a slow pace, pulling his cock nearly all the way out before pushing back in as far as he could go. He didn't go fast or hard this time, but a steady, full-length thrust, in and out. When he was completely in her, his pelvic bone pushed up against her, he'd push into her just enough to rock her body. Not slamming into her, just using his strength and weight to get deep into her.

Chloe moaned with every push, begging to be allowed to cum.

Still pinning her arms above her head, he let go of her hair and placed his thumb on her lips. Her tongue immediately came out to lap it. She took his thumb in her mouth and sucked on it, pulled it in as far as it would go. She looked him in the eye as she did so, before closing hers and turning her head so she could passionately suck his thumb.

After about a minute he gently removed his thumb and kissed her. He grabbed one of her breasts in his hand, gently pinching her nipple. Chloe bit her lip and moaned.

"I'm gonna cum, Will. Please, please, let me cum? Please. I need it so bad. I need to cum on your cock, Will. Please don't stop! Please!"

"No," Will said.

Chloe's eyes shot open and locked onto his, pleading, begging to be allowed to cum. She whined and moaned, eyes still locked onto his.

Will hadn't stopped. He continued at the same pace with the same motions, but he told her, "You'd better not cum. I haven't given you permission yet. Do not cum."

Will began to thrust just a little faster, a little harder. He knew she liked the slow and gentle speeds he had been going, but he could tell she loved the fast and rougher stuff. He gradually increased his speed and the force he used to drive himself into her until he was going so hard he could feel his balls slamming into her ass almost painfully, but he wouldn't stop.

Chloe's head was tilted back, mouth open in a silent 'O' and eyes closed. Her whole body was going rigid, straining against the orgasm he would not allow.

Will locked his hand around her neck once again and leaned down to whisper in her ear.

"Don't cum, Chloe. Do not cum. You're not allowed to cum until I say so."

Chloe let out a noise that was half moan, half scream. Her head came up off the bed, eyes squeezed shut, before slamming back down on the bed. She stretched her body upward on the bed, wiggling her shoulders as if trying to get away from the intensity between her legs. Will would not let her, he still pinned her hands above her head while gently grabbing her neck.

He didn't stop or even slow his pace when her orgasm started, he kept going, enjoying the feeling of her writhing beneath him, enjoying holding her down and forcing her to cum. Chloe shook and struggled against him, trying to break free of his grip unsuccessfully. She was breathing heavily, head back, eyes rolling around in their sockets. He could feel her pussy contracting all around his cock. He had to shorten his thrusts for fear of her pushing him all the way out.