"I want to watch you..." he whispered in her ear, as they lay, naked in the soft light. They were nestled in a spooning position on their left side, but slightly turned onto their backs, with her legs spread open. His hand was gently caressing around her crotch and thighs. She moaned softly.

"Touch yourself for me..." he continued. Her whimpering moan told him that she was nervous but aroused by the thought. He knew that she was uncomfortable about masturbation, even alone, much less with an audience. Slowly she moved her hand down to her crotch and began to gently follow his. Occasionally taking his hand in hers and moving it.

He could feel her lips swelling with the thoughts and feelings and stimulation. His soft voice expressed his feelings as he moved his hands over her "I love your body...your hips...your thighs ...your pussy ..." He wasn't sure if the sharp intake of breath was her reaction to his touch or his crude words, but he knew that although she was shy and insecure about the more "nasty" side of sex, it aroused her. In fact, its arousal was so intense that she was often scared of it.

Her hand had retreated to her stomach, so he gently placed his hand on top and encouraged her back to her crotch "touch yourself, make yourself feel good, it's what I want..."

"Oh, but I should touch you" she said with a shaky voice, betraying her state of arousal at the thoughts she had and the words he had spoken.

"Tonight is my night," he said gently "I want you to touch yourself for me, I want to watch you, to see your body aroused and to see how you touch yourself." The words were encouraging rather than commanding.

"Are you sure?" she asked softly, clearly beginning to get into the idea, both her hands were now gently caressing her body, as she relaxed into his arms.

"Yes, I want to watch you touch yourself until..." he broke off. He didn't want her to feel pressured, but he wanted her to orgasm.

He breath was now coming faster, and in soft gasps. The fingers of her right hand were running softly but quickly over the nipples of her breasts – first one, then the other, and back again. She started gently tugging on her right nipple. Her left hand was between her thighs, first touching her inner thighs and then the outside of her lips. Soon she was sliding her middle finger up and down her open slit. She reached up and slid the finger into his mouth as she moaned something and then slid it back to her slit, the saliva from his mouth acting as an intimate lubricant.

Lying against him, he could feel her arousal grow. She began to moan. He shifted his weight and propped a pillow behind his head so that he could see the full length of her body as her arousal built. Sensing, though her eyes were closed, that he was now watching her whole body, she began to get nervous and stiffen. He quickly whispered, "you are so sexy and beautiful, I love to watch you and your body, nothing is sexier to me." He could feel her relax and the pace of her ministrations quickened.

Slowly her orgasm built and she began to be lost into her own body. Both hands rubbing and caressing her now fully aroused and wet pussy. One finger slowly massaging the entrance while another slid up and down and around her clit. She began to moan. Her sounds and the sights of her body were intensely exciting to him also. His penis was so erect it almost hurt and pre-cum dribbled from its purple tip. Then, her body began to shake, her breath was coming in short, sharp gasps, punctuated by quick high moans. Her thrusting pelvis, and the slip-slop sound of her finger sliding in and out of her pussy, sent him over the edge too. He grabbed his cock and aimed it so that the hot cum would land on her stomach and breasts. As the first load of cum hit her, and she realized what it was, her orgasm intensified. Her pelvis bucked, her sharp breath gave way to a ragged, wanton gasping. Her sharp high moans were replaced by low sounds of an animal in heat. She had completely let go. His cum landed on her right breast and side. He gently massaged it in as her orgasm subsided.

She turned slightly and kissed him softly, even her mouth betrayed the state of arousal she was in. He slipped down and cuddled her into his arms. She snuggled back against his softening dick and she sighed, "that was nice, but I wish you were inside me..."

"The night is young," he said quickly, "we are not through yet."

"Hmmmm" she smiled, "that's good."

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