Classmates Ch 2

"I guess it's my turn to please you" Michelle said with a smile. "When I said that I didn't know I could get off that hard, it was because no one has ever made me cum before."

"You mean you've never had an orgasm?"

"Not one I didn't give myself" She said. "And I told myself that the first guy to ever make me cum was going to get a nice surprise for his efforts."

I smiled. "And what might that be."

"Just lie back and relax and you will find out." She whispered and began to kiss my neck and dragging her nails, slowly over my nipples. Her kisses moved down, until she was flicking my nipples. I'm one of those guys blessed with very sensitive nipples and I love to have them played with.

"ummm" I groaned softly.

"You like that?" she asked.

"Very much" She continued to like my nipples, and began to move down my chest toward my hard cock.

She took my cock in her hand, and began to run her tongue over the head, licking it, then taking it into her mouth. "Umm, you taste good", Michelle said. She continued to lick my cock, starting at the top and licking all the way down to the bottom of the shaft and then back to the top. Then she engulfed my cock in the warm mouth and began to slide her head up and down, each time taking me deeper into her mouth. Her mouth was like a part of heaven was wrapped around my cock. Her mouth left my cock and began to lick and suck on my balls, taking one then the other gently into her mouth and lightly running her tongue over them. She slowly worked her way back to the head of my cock, licking and nibbling on my cock and driving me crazy. "Remember I told you I had a nice surprise?" she said between licks on my cock.

"Mmmm yea I do."

"Well are you ready for it?"

"Sure."

"I never let a guy come in my mouth before, but I promised myself the first guy to make me cum was going to get to. So lie back and relax." She took my cock in her mouth again and began sliding it in and out of her mouth. Her tongue flicked at the head of my cock when it her mouth came to the top of my cock, then pressed against the shaft as she slid down on it. Her efforts were beginning to have the desired effect on me and I could feel the pressure in my balls building. My cock was throbbing and I knew that I was about to cum.

"I'm almost there, oh yea" I called out. She grabbed the base of my cock and pulled it tight while her mouth kept bobbing on my dick.

"Ahhhhhm," was all I could say as my cock exploded in her mouth, Michelle kept her mouth moving and I could feel her swallow my load. When she let my cock go she moved up beside me and kissed me lightly.

"Was that okay?" she asked with a smile.

"Are you kidding, that was great. But you know I'm not 18 anymore, it will take me a while to recover."

"That's fine" she purred, "we have all weekend."

We laid in bed holding each other and talking, and touching each other. She told me about the first time she had made love, and I fingered her to an orgasm while she told the story, when she was done my cock was coming back to life in a big way. Michelle was taking notice of my now hard cock and threw her legs over mine straddling my crotch. "Let's give this a nice home" she said and placed my cock at the opening of her pussy. She slowly lowered her cunt onto me and it was like being engulfed in hot oil that gripped me like a glove. I have never been inside a woman that tight before.

"Ummmm" I moaned as she stretched around my cock.

"I guess those exercises must work" she laughed.

"No doubt" I said, and moaned again as her tender walls gripped me even tighter. She began to move up and down on my shaft, ever so slowly, squeezing me and releasing me with muscle control I had never felt before.

I laid back and let her do the work. She rode me like I had never been ridden before. Her hips moving up and down, her head thrown back and a look of ecstasy on her face. Before long her hips began to move faster and her low moans became cries of joy. "Oh God, yes that's so good, aaahhhh" she cried out as her orgasm over took her. She slammed down on my cock one more time, her love tunnel gripping my rock hard shaft, her head thrown back in a silent scream of pleasure. The spasms in the walls of her pussy were driving me crazy, but I somehow managed to hold my own orgasm at bay. After a few minutes she began to relax and laid down against my chest, her breathing slowing as her lips sought mine. Her pussy was twitching against my cock once in a while. "I was coming so hard I never even felt you cum." She whispered in my ear.

"Well you didn't feel it because I didn't come."

She sat up slowly. "Well we need to do something about that."

"We will but as you said we have all weekend." I said with a smile.

She smiled and began to move her legs from behind her to underneath and then in front of her. Then she grabbed my arms and started to pull me up towards her. I figured where she was going and sat up to join her, our legs forming an X with my cock still inside her. We couldn't move much, but it allowed us to touch each other, kiss each other and generally enjoy being joined without the need to move. We talked and kissed, and the whole time she would squeeze the walls of her pussy against me, keeping me hard and aroused. After a while she pulled away from me, "Come here" she said as she lay back on the bed. "Come here and fuck me."

I didn't need to be told twice and I moved between her legs. I rubbed my cock up and down her slit rubbing her clit and then pressed it against the opening to paradise. She wrapped her legs around my ass and pulled me inside of her. "Don't tease me now, I need you to fuck me." I moved my cock back out till just the head was inside her and then slammed it in.

"Oh yes like that." And I began to fuck her hard. As I slammed my cock into her she began to cry out. "Oh yes fuck me baby, fuck me hard, cum inside my cunt, fuck me, fuck me, oh yes." The feelings of her tight tunnel grabbing my cock and her begging me to fuck her were more than I could take and I could feel the pressure to cum building in my balls. "I'm gonna cum." I told her and this only made her scream louder. "Oh yes cum in my pussy, fill me up, I want to feel your hot cum inside me." And I slammed into her one more time my cock exploding, triggering another orgasm from her. "AHHHHHHH" she screamed as be both lost our selves in the feeling.

Again we laid on one another not saying a word, just enjoying the feeling of our bodies next to each other. I started to move off of Michelle, but she stopped me, pulling me closer and holding me. I could feel my cock getting softer inside of her and knew before long we would no longer be joined, but neither of us was willing to move. "That was wonderful" She said, "I'm glad you liked it, but you know you were pretty wonderful too." I said as I kissed her. We continued to kiss and talk, not saying much just enjoying the feelings.

After a while I asked her if she wanted me to get off of her and she said "No, I don't ever want to move from here." I was surprised to feel her pussy squeezing my cock again, and even more surprised to feel it beginning to get hard again. "I think someone is coming back to life." She said with a huge grin and kept her pussy busy. "I think your right." I said as I felt my cock returning to the condition it had been in just a few minutes before. When she had me hard as a rock again she asked me to get up. I got off of her and she got on her hands and knees in front of me.

"Like this" she said and lowered her head sticking her ass up higher. I could see her pussy looking back at me, lips full and dripping, her juices and my cum mixing in the blonde hair surrounding her tight love tunnel. I slid my cock inside one more time and began to move slowly in and out. Her hand reached down between her legs and I could feel her rubbing her clit. As her orgasm began to build she moved her hips against me faster and harder. There were no words coming from her mouth this time, only moans and grunts of pleasure. I began to move faster and just as she threw her head back on more time I spilled what was left inside my balls into her pussy.

We collapsed next to each other too spent to talk, the setting sun turning the room a soft shade of red as we drifted off to sleep in each others arms.

I woke up sometime later, in the middle of a pleasant dream that Michelle from school was giving me a blow job. As I came fully awake I realized the pleasant warm feeling on my cock wasn't going away. "Good morning sleepy." She said.

To Be Continued...