Fantasies Watching Caramel

Author's Note: The woman that I wrote this for really loved it; but I'm sure that's because she can see herself in it. I have spent years reading Literotica stories, but this is my first attempt at one myself. All honest feedback is appreciated - I have a really thick skin!

There was another pause in the conversation after my question, which was not at all like her. It could have been the time - it had been pretty late, and she was coming off of a really long week and taking some time for relaxation. She was normally great in conversation, always giggling and making funny comments with her rich voice and punctuating points with her trademark comments, but tonight it sounded as if she was listening to me rant on and on about one thing and then another. She was obviously distracted tonight, and I was dying to find out why.

"Ohhhhh, I'm...I'm here," she said in a distressed voice that sounded a lot like she was stifling a moan, "Sorry, I was a little..."

"Distracted?" I leaned on the gas pedal and moved into the left lane to get around some slower moving traffic. "Just what are you doing over there, girl?"

"Boy, mmmmmmm" she moaned in a sultry voice that I had never heard, "I don't think you want to know what I'm doing right now, baby."

"Girl, you know I'm a dangerous man to tease," I half-joked as I swooped into the right lane and started rolling down I-95 towards downtown in earnest. She knew that her sexy voice featured prominently in a few fantasies of mine, and she was using it on purpose to get to me.

"I'm not teasing you, boy," she said between her short breaths. "You asked the question; can you handle the answer?"

"You know that I don't ask questions that I don't want the answer to, B." I paused for a second before I said the next thing that was burning on my mind. "Besides, if you are doing what I

think

you are, can I watch?"

"Harbor Court room 1115," she said quickly. "And don't keep a woman waiting."

"Oh, I won't, girl," I said as I glanced down at the speedometer. I was pushing 90 down the road and showing no signs of slowing down as I took the exit for I-395 into the city. "I definitely won't. Just be ready for me." The phone hung up as I whipped around the corner and stopped briefly at the next traffic light before making a right turn. My heart and libido were racing; this was a line that we had never crossed. We weren't lovers; we were simply good friends that had a common bond and a simmering attraction for one another. We shared some intense conversations in the past, lots of intense hugs, and a short, sensual kiss on her birthday, but nothing more than that.

I also had no idea what to expect. Was she alone in the room? Was she putting me on? Did she just invite me to watch her pleasure herself?

Could I handle it?

Before I knew it, I was strolling through the lobby with confidence and pushing the 11th floor button on the elevator. I got my bearings and walked slowly down the hall towards room 1115. I stood at the point of no return and gathered my nerves for a moment before finally knocking on her room door, trying to prepare myself for what I was going to see.

The door opened and I stepped into the dimly lit room to the sounds of smooth R&B. I glanced quickly around the immaculately decorated suite only to settle on her, sitting on a king-sized bed in a white terry cloth robe that was tied at the waist. I alternated looking at her thick legs and her ample breasts as they strained against the fabric, and when I looked up into her captivating eyes, she had an amused grin on her face.

She slowly stood and pulled apart the belt of her robe to reveal her outfit. She was wearing a red mesh babydoll outfit with lace bra cups and flowing, see-through mesh surrounding her sheer thong panties. I could see her wide areola and long, hard nipples straining against the fabric underneath. Her smooth, thick brown thighs tapered to two strong calves that looked like they belonged either locked around my waist or sitting on my shoulders.

And the red slippers were the final touch. The stiletto heels might not have technically been come-fuck-me high, but the way that they topped off the look sent the same message. I always thought that she was sexy and thick, but I wasn't ready for this vision of a woman.

"So what do you think, boy?" My bravado was completely gone and I was absolutely speechless. She saw the look on my face and that amused grin turned into a smirk.

"I figured that I would just throw something on for you that I thought you might like. I take it from your silence that you like it?" I simply nodded my approval; she was sexy enough to turn a gay man straight.

"What's wrong," she said as she slowly walked towards me, "Cat got your tongue?" She stopped a few inches from my frozen body and reached up around my neck with both hands and pulled me down towards her. I bent over and kissed her softly, sucking on her lips before diving into the kiss in earnest. Time stopped and the world went away for the 30 seconds or so that we kissed, and when we finally broke, she put her finger across my pursed lips before I could say a word.

"Sssssh, Chocolate. You're not here to talk; you are here to watch. Can you handle that?" I nodded slowly, sucking on the width of her finger and flicking it with my tongue. "Are you sure that you want this?" She was the one that moaned this time, rotating her finger and pushing it into my mouth so I could suck on it. As she pulled it back, she pointed it to a chair that was next to the middle of the bed.

As I sat down in the chair, she sat on the bed, laid back, and began to rub her hands up her luscious thighs. I squirmed as she traced her fingers up the inside of her thighs and trace the inside of her panties. She pulled them tight until the outline of her moist lips could be seen, and she slipped her index finger beneath her panties and moaned as she entered her sweetness.

"Baby, do you know how many times I came home after a workout and did this because of you?" She bent her knees at the perfect angle so that I could watch her hips rise to meet her finger as it moved underneath her panties. "I was always turned on by the way that you watched me from across the gym, and I know that you wanted me."

"What you never knew is how much I wanted you; and now I'm about to show you what you do to me."

She reluctantly removed her finger from beneath her panties and sucked all of her juices off of it, looking me in the eye while she rotated it around. She then reached underneath her mesh babydoll and slowly pulled her panties over her hips and down her legs, tossing them aside so that I had perfect access to the action.

She had large and thick lips which were covered with her natural moisture. She was not completely shaven; she had sparse hair surrounding her hood that barely hid a clitoris that had to be as thick as my ring finger. I stared intently at it as watched her rub her split fingers across her wet lips and around her hood, occasionally pulling it up so that her clitoris was exposed.

"Sometimes, when we would talk at night, I would lay in bed and just stroke myself to the rhythm of your voice," she purred as I watched one and then two of her fingers disappear up to the second knuckle inside of her treasure as she ground her thumb across her clit. She giggled and moaned softly - a sound that I heard before, but now in the proper context it had a completely different meaning. "You have no idea how many times I satisfied myself with fingers that I wish were yours. But sometimes, I need some extra help."

She pulled her wet fingers out and reached across her body to her free hand, which was holding a solid brass-colored dildo that looked around six or seven inches long with a black base. She twisted the base and I could hear a faint hum as it sprung into action in her hands. She moved it down between her legs and jumped instantly as its vibrating tip reached her clit. Her moans were more pronounced as she rubbed it all around her hood, her clit standing up freely like a flower in bloom. She used her other hand to part her caramel lips as she guided the dildo inside of her, gasping and moaning in earnest as it slowly sunk inside of her, inch after inch.

She then pulled it slowly out and started to increase her strokes, staring intently into my eyes as she fucked herself with a dick that she wishes was mine. Her face started to contort as I sat on the edge of the chair and licked my lips at the sight of her hips rising to match her downward strokes. My dick started to throb in my pants as I watched her eyes close in rapture as she became lost in the stroking. The room was filled with the scent of her arousal and the sound of her moaning and talking as she rushed headlong towards her pleasure.

I couldn't take it anymore.

I rose from the chair, removing my shirt and pants and crawling across the bed towards her. Her eyes sprung open as she felt the extra weight hit the bed, but her stroking continued in earnest as I approached her across the bed from between her legs. I reached her knees and traced circles around them lightly as I spoke for the first time since I entered the room.

"You look like you could use some help, Caramel," I said in a seductive voice as I used the fantasy name that I had for her. I gently moved towards her left knee and licked the side of it facing, tracing down her calf back up again with my long, extended tongue. "Can I help?"

"Damn baby," she moaned loudly as I continued the torture on her calves while she continued to fuck herself slowly. "Don't stop, Chocolate; I'm almost there..."

I moved to the other side, repeating the same treatment on her right knee and calf until I felt her body jerk as she slammed her hips towards the dildo and froze. I looked up as her eyes rolled back into her head and she gave a long, piercing moan as she reached her first climax of the night. Her breasts heaved, her thighs started to shake, and her cry echoed through the room as a wave of intense pleasure crashed into her body.

She was breathtaking.

She continued to moan and groan as it washed over her, the dildo still lodged several inches inside and vibrating softly. She opened her eyes and saw me watching her silently.

"Damn, Caramel, that was beautiful. Was it good for you?"

"You know it was good, Chocolate. Thank you for helping a sista out."

I reached over and took her left calf in my arms. Placing it on my shoulder, I started sucking on the underside of her knee. I then started planting gentle kisses and bytes on the inside of her thigh, working my way down towards the dildo that I could hear vibrating in my left ear. She started responding to my kisses as well as the dildo, and I spread her thighs wider in order to get better access to her sweetness.

I stopped an inch from her lips and moved to the other side, sucking and kissing my way back out. When I got to her right knee, I stopped and looked at her. She was looking out through hooded eyes with her arms behind her head, waiting for my next move.

"Do you want more help?"

"You know it, Chocolate," she responded, the lust dripping from her voice. "You know I can go more than once."

"In that case," I said as I started crawling over her prone body, "There are still some things that I want to do to you."

I slid the babydoll outfit off of her shoulders and down her body, exposing her upper body to me. Her breasts stood firm despite their size, with her nipples even harder than they were when I saw them from across the room. I slid all of the way up her body, rubbing my naked chest and stomach across her hard nipples and stomach, until I got to her face. I went back for another one of those luscious kisses, caressing her cheeks while I made love to her mouth.

While we were kissing, I reached around to the dildo that was still inside of her and I pulled it out slowly. She whimpered in disappointment, and pulled back and showed it to her from my kneeling position between her splayed thighs.

"Mind if I borrow this?"

She shook her head in approval as I went back to her lips. I bit her bottom lip gently and slid the dildo deep inside of her. She groaned against me as I started to stroke her firmly, twisting it in and out while I moved my kisses down her neck. I varied my tempo and depth of the penetration while I moved my kisses across her collarbone and towards the nipples that were making my mouth water.

I started taking small nibbles down her bust line and around her firm breast while I cupped it in my left hand. I licked around that dark areola and took it into my mouth, flicking tip of my tongue around the nipple in my mouth. I went from teasing to full-blown sucking and gentle biting of her nipple, tweaking it with my teeth and rolling it around with my tongue while stroking her deeply with my right hand.

She buried her hands in my locs while I kissed across her chest to give the other breast the same treatment. I switched hands with the dildo and continued to vary my stroking while I gave her left breast the same treatment.

Her moaning was incessant while I traced my tongue down her body, stopping at her navel to look up into her eyes. She knew where I was going, and I could tell that she wanted it as much as I did.

I pulled the dildo out, blew on her engorged clit, and looked up at her again.

"Can I taste you?"

She opened her mouth to give me permission, but I chose that moment to take her clit into my mouth and suck on it, making her cry out in ecstasy. I took it completely into my mouth and flicked it with my tongue, then let it go and strummed it with my tongue. Her taste was as much of an aphrodisiac as her scent and her moaning, and I was lost between her thighs, sucking on her tasty clit and her puffy lips.

I knew I was doing it right when she put her calves on my back and started pulling my head into her thrusting hips. I heard the pitch of her moans rise and felt her grip on my hair firm as she started to build towards a shattering orgasm. I wanted to take her over the edge, and I thought that I knew just the trick.

I started to finger-fuck her while I rode her clit with my flicking tongue. I circled her clit again with my lips as I found that button - a few inches inside of her on the roof of her pussy - and started to tap on it with my middle finger. I could feel her walls begin to throb and contract around my fingers as she thrust into my face harder...harder...harder.

And then she exploded. Her hips froze in the air and her pussy contracted hard around my fingers, as if she was hit by a bolt of lightning. Her moaning and grunting was incoherent as she simply let it take her where it wanted to go.

She collapsed on the bed while I reluctantly let go of her clit and sat up over her. I caressed her sexy body and just watched her as she came down from her high place, purring beneath my touch.

"Caramel, I had no idea you were this fucking sexy. You looked good, you smelled good, and you tasted damn good. Thank you for letting me watch."

She looked up at me with her eyes still clouded by the power of her orgasm, and she grabbed me to pull me closer. She proceeded to lick her juices off of my face, stopping to give me a soul probing kiss when she got to my lips.

"Chocolate, you are the one that deserves to be thanked." She rubbed her hands over my thighs and stroked the length of my hard dick through my boxer briefs, rubbing her thumbs against the head that was poking from the waistband.

"And I know just how do to it."