Pushing Carl's Limits

I owe a huge debt to my editor Cheer_Smartie526 for all the help with this story. It would have sucked ( in a bad way ) without her help. I admit the ending is week, I struggled to come up with something better but just couldn't. As always comments ( good or bad ) are welcome and I hope you will rate the story.

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It was a pleasant summer evening and he was visiting the university Carrie attended. A mix of students and faculty wandered by, but the sidewalk was hardly crowded. His "official" reason for being on campus was deciding if he wanted to enroll here sometime in the near future. The actual reason was that Carrie had promised him an encounter he wouldn't forget. With some trepidation Carl removed the phone from his pocket, willing it to ring.

Being with Carrie was turning out to be a crash course in human sexuality, and he had no doubt that her promise to push his limits would be fulfilled. He could not think of her for more than a few seconds at a time or his cock would do its best to turn him into a spectacle for everyone to gawk at. He had some appreciation for the way women with large breasts felt, Carl was very self conscious about his large cock and the way some people seemed to stare at his crotch. He usually wore baggy pants or shorts to hide what was alternately a blessing and a curse, but today he was wearing a snug pair of button fly jeans. Carrie had insisted on it. Carl looked at his phone; it was eight thirty at night, the exact time Carrie had told him she would call. The phone buzzed in his hand and Carrie's name appeared on the display.

"Hi," Carl said cheerfully. Carrie's lusty voice flowed out of the phone, "Are you ready to fuck?"

"Uh, uh," Carl stuttered. He had expected a more traditional greeting, perhaps a few questions about what he thought of the school, but not completely surprised by Carrie's directness.

"Well, are you?" she asked insistently.

"Yea, yea, of course," Carl replied, trying to find a place to stand where he would be somewhat hidden from the crowd on the street.

"Good, me too. But first you will have to prove yourself to me. How bad do you want to stick your big hard cock in my hot wet pussy?" she asked.

"I'll do anything..." Carl replied. He could feel his cock swelling under the denim of his jeans.

Carrie smiled. She could see Carl standing next to a mailbox, trying to hide the large bulge in his pants. Carrie had played with her lovers before, requiring them to do things before she indulged their hedonistic desires, but what she had planned for tonight was far beyond anything she had done before. She pressed the end button without saying a goodbye and slipped it into her pocket, then began walking toward Carl. He noticed her, but did not move from his spot behind the mailbox.

"Hey Carl", Carrie called out as she approached him, "what do you think of the school so far?"

"Uh, it's nice," Carl replied slowly; he hadn't even noticed that she'd ended the call. His mind was trying to accommodate Carrie's switch from slutty to just friendly.

"Come on, I want to show you where I live," Carrie said. She looked at Carl's pants and smiled. "Uh, I, uh," Carl stuttered. He did not want to step away from the mailbox with such an obvious erection.

"Carl, it's getting dark, nobody is going to notice. If they did they would either be impressed or jealous," Carrie said, grabbing his hand and pulling him out from behind the mailbox.

Carrie led Carl down across the campus, pointing out building she had classes in. She turned on to a street lined with sorriety houses. Carl was amazed at the sea of attractive young women, but he did not think any held a candle to Carrie. A few blocks later they were standing in front of a small apartment complex.

"This is home," Carrie said, leading him up to the to the top floor. She unlocked the door and pulled him in.

Once inside her apartment Carrie stopped and turned to face Carl. She stood close enough that her breasts pressed against his body. She nuzzled his neck and inhaled his scent. She was a bit nervous about what she was going to ask Carl to do.

"In about ten minutes one of my fuck buddies is going to show up, I want you to watch me have sex with him," Carrie said, carefully watching Carl's reaction before continuing.

The idea of watching Carrie ride some other guy's cock was not what Carl expected. She had told him she saw other men, in fact she had called him for phone sex after fucking one of them. Carl rationalized that any chance to see Carrie naked was something he should take advantage of. He started to nod when Carrie started talking again.

"But first I want you to suck his cock..." Carrie trailed off suggestively. She waited for Carl's response. While it was an unusual request, Carrie couldn't think of a good reason for Carl to refuse. Her friend Tom's cock wasn't a mouth stretcher, unlike Carl's monster dick.

"I'm not gay," Carl protested, "Not there's anything wrong with that." He forced a smile. Why did she think he wanted to go down on another man?

"That's not the point." Carrie said. "This isn't for your enjoyment, it's for mine. What if I offer to let you watch me play with one of my girlfriend's tits? Or maybe you would prefer my roommate? I'm not gay either, but I would be all over her breasts if I knew it would get you off."

Carrie put her hands one her breasts, "Or maybe you would rather see her play with mine? I think it would be so hot to have an woman's hands on my tits. I know you guys can't help being a little rough, I think a woman would have a little better dea of what feels good."

"Uh, I'd rather see you playing with her tits," Carl stammered.

Carrie wondered if Carl realized it wasn't the sight of him with a dick in his mouth that excited her. She wanted to see how well he would obey her instructions. For her the thrill was in commanding him to go past his limits.

"Is your friend gay?" Carl asked. He felt it was a reasonable question.

"No, in fact I'm going to blindfold him so he will think it is me. I told him I have a special surprise for him," Carrie said with a giggle. She could probably have enticed Tom into letting Carl blow him, but it was more of a thrill if Tom didn't know.

"I don't know, that seems, well, gay," Carl protested.

"How do you know you won't like it if you have never even tried it?" Carrie said persuasively, seductively licking her lips. "I love giving head. You only have to try it once, if you don't like it you will never have to do it again."

"When would I get to watch you and your room mate?" Carl asked. He could not believe he was even considering her offer, but if Carrie's roommate was as hot as she was it might be worth it. Carrie smiled as Carl began to consider her offer. She wasn't sure how to answer Carl's question as Carrie had not mentioned the plan to her roommate yet. Carrie wasn't sure if Jenny was bi-curious or not, but was confident some kind of agreement could be reached.

"First things first," Carrie said, trying to hide the excitement in her voice, "does that mean you will do it?"

"Yea, I will try it. Now when do I get to watch you and your roommate?" Carl pressed.

"I don't know, but it will be soon," Carrie replied. She was pretty confident at least one of her girlfriends was bi-curious. Carl seemed to be fixated on the idea of her roommate Jenney, even thought he had yet to meet her.

"Okay. I guess you might as well tell me the plan," Carl said quasi-reluctantly.

"You will hide in here," Carrie said, opening the door to her closet. "I will blindfold Tom and take off his clothes and have him stand about here." Carrie stood at the foot of her bed.

"Then what?" Carl asked. He was not giving Carrie his full attention; he was already picturing Carrie's lips on another woman's breast.

"Then you come out of the closet," Carrie said with a giggle. "Get down on your knees and start sucking his cock." Just uttering the words put her libido into overdrive. Carrie was excited by the way Carl had bent to her will.

"And after I'm done?" Carl asked distractedly. He wondered if the other woman would have large breasts like Carrie or small perky breasts. Maybe she would have puffy nipples, which he found very erotic.

"Then you go back to your hiding place and watch me fuck his brains out," Carrie said. She had stumbled across a couple going at it once and found watching to be quite enjoyable. She planned on putting on quite a show for Carl.

Carl switched channels abruptly; he was no longer thinking of Carrie with another woman, he was thinking of what it would be like to watch her have sex with a man. He recalled the night she called him, claiming to have just had sex and wanting a picture of his cock to masturbate to. He hoped she was equally horny tonight; Carl did not want to have to jack off in her closet to find relief.

Running her hand against the bulge in Carl's jeans Carrie whispered in his ear, "Maybe I should give you a few pointers."

"I'd like that," Carl said. He wasn't sure if he would actually learn anything, but he wasn't about to say no to a blowjob.

Carrie sank down to her knees and slowly unbuttoned Carl's jeans, and then pulled them down to his knees. She tugged on his underwear until they were halfway down his thigh. "Be gentle," Carrie said as she wrapped her hands around Carl's throbbing erection.

"I don't know what you do when you jack off, but women use a light touch."

"Okay," Carl groaned. He ached to feel her lips around his cock.

"Tom likes to be teased, like this," Carrie said as her tongue darted out of her mouth, flicking against the engorged head of Carl's dick.

She could taste the pre-cum that was leaking out of his cock. Carrie had decided that letting Carl come in her mouth was the least she could do. She didn't want him to get blue balls in her closet while he watched her fuck Tom.

"I'm sure you know about this", Carrie said, pressing her tongue against Carl's frenulum,

"Oh, and you can expect me to do this", Carrie said, putting one of Carl's hands on the back of her head. She wanted the visceral feel of making Carl suck another man's cock.

As Carrie's head bobbed up and down Carl's eyes were glued to the way her lips wrapped around his cock. He tried to pay attention to her technique, the way she used her hand and mouth together, but his rapidly approaching orgasm made it difficult to concentrate.

"Oh, yes. That feels so good," Carl moaned.

Carrie continued to hold his hand on the back of her head as she focused her efforts on the head of his cock. She could tell he wasn't going to last much longer.

"Oh, oh, oh, I'm going to come. I'm going to come", Carl panted in warning.

Carrie pushed her head forward, taking as much of Carl's throbbing erection into her mouth as she could. She heard him groan as his cum poured down her throat. She continued to suck his cock until she was confident his climax was complete.

"I hope you took good notes," Carrie said as she stuffed Carl's still erect cock back into his jeans.

"Huh? Yea, yea," Carl said, still not believing what he was about to do.

"You're lucky; Tom's pretty good about manscaping and such. It's not as much fun when you have to pick pubes out of your teeth," Carrie said.

She didn't bother to tell Carl she expected him to make Tom come. Carrie had noticed that once Carl started something he tended to obsess on it, she was confident that Tom was about to get one of the best blowjobs of his life.

"He will be here any minute, time for you to hide," Carrie said as she herded Carl into her bedroom closet and closed the door.

It was almost completely dark as Carl squatted on the floor. He heard the front door open. The muted sound of Tom and Carrie's conversation was not quite loud enough for him to understand what they were saying, but the voices were getting louder. Carl felt a mix of apprehension and excitement. Despite Carrie's obvious enjoyment of sucking him off, Carl did not think he was going to enjoy having a cock in his mouth. At the same time the idea of pleasing Carrie thrilled him. It suddenly occurred to Carl that he was going to have to deal with Tom's orgasm. Maybe Carrie would take over at the last minute. Maybe Carrie would want to see Tom come on his face. Carl resigned himself to whatever fate Carrie chose for him and began to think of what he would want in compensation.

As his eyes adjusted to the darkness of the closet Carl noticed something hanging on the wall. He leaned closer and recognized the long slender object as a riding crop. Next to it was a pair of leather wrist cuffs. He wondered if Carrie was on the giving or the receiving end of her toys. Carl gripped the riding crop and imagined Carrie bent over a chair with wrists bound tightly.

The sound of the bedroom door interrupted Carl's fantasy about fucking Carrie while she sucked on her roommate's tits. He could hear Carrie explaining the plan to Tom. It sounded to Carl like Tom already had the blindfold on.

"Where are we? "Tom asked.

"In my room, now hold still while I take off your clothes," Carrie replied.

"When do I get to take off the blindfold?" Tom asked,

"When you leave," Carrie answered.

As she unbuttoned Tom's shirt Carrie wondered if Carl had changed his mind. She quickly stripped Tom's chest bare. He was a bit more masculine that Carl, at least above the waist. Carrie made a note to encourage Carl to get a bit more exercise. Surely with such a big cock he had the ability to have a chest like Tom's. Carrie ran her fingers through the curly brown hair that covered Tom's upper body. It spread from shoulder to shoulder then slowly tapered down to his waist. She unbuttoned his pants and pulled them to the ground. Tom was not wearing underwear and his cock was already erect. As she had expected the patch of pubic hair around it was neatly trimmed. Unlike Carl, Tom was decidedly average in both length and girth, but Carrie knew from personal experience that what Tom lacked in size he more than made up for with skill.

"Are you ready for an amazing blowjob?" Carrie asked.

"Oh yes," Tom replied.

"I want you to think about it for a moment," Carrie said, slowly backing towards her closet. She quietly opened the door and took Carl's hand. She was surprised when he stepped out on his own; she thought she was going to have to drag him out kicking and screaming. Carrie reached into the closet and grabbed a pair of leather wrist cuffs. She walked Carl to his spot right in front of Tom.

Much to his surprise, Carrie was already completely naked when she opened the door to the closet. Carl could not help but stare at her. Her nipples showed that she was quite aroused. He was tempted to put his hand between her legs, but before he could she grabbed his wrist and led him into the room.

"Hands behind your back," Carrie instructed, she did not want Tom reaching down and touching Carl. That would spoil the fun. She buckled the cuffs around Tom's wrists.

"Do I have to keep the cuffs on until I leave too?" Tom asked.

"Maybe, it depends on how well you perform for me," Carrie replied as she pulled the black leather strap through the brass buckle. Once Tom was properly restrained she stepped behind Carl, pressing her breasts against his back, then pushing down on his shoulders until he began to kneel.

"Have I told you how much I like sucking your cock?" Carrie asked.

"Not lately," Tom replied.

"Allow me to demonstrate," Carrie said as she pushed Carl's head forward. She felt a little resistance.

Carrie whisper quietly in Carl's ear "Just thinking about you with Tom's dick in your mouth makes me wet." She smiled as Carl lowered his head and engulfed Tom's cock.

Carrie dropped to her knees and pressed her breasts against Carl's back. She leaned over his shoulder, watching his lips slide up and down Tom's rigid shaft. Carrie slipped her arm between her hips and Carl's ass, and then pressed two fingers against her pussy. She pulled back on Carl's head until Tom's penis popped out of his mouth. She noticed Carl continued to slide his hands up and down the wet shaft.

"How am I doing?" Carrie asked. She was careful to speak only when Carl's mouth was empty.

"You are amazing baby, you keep this up and you are going to make me come," Tom said.

"That sounds like a challenge", Carrie retorted, pushing Carl's head forward again. She ran her tongue over Carl's ear, then whispered to him again, "Tom's not the only one that is about to come..."

Carrie was beginning to understand why guys liked to watch her suck them off. There was something erotic about seeing lips wrapped around a cock. She pushed Carl's head forward until he started to gag on Tom's erection, and then relaxed her grip. Carrie smiled as Carl took her not so subtle hint and started to take in more and more of Tom's dick.

"That's it baby, take it all in," Carrie whispered to Carl.

The dick in his mouth became a minor distraction as Carl focused on Carrie. He liked the way she was dragging her swollen nipples across his back, but it was the movements of her arm that aroused him the most. He could feel her forearm twitch as she finger fucked her pussy. He realized she was serious about the blowjob being for her enjoyment. When she pushed his head onto Tom's dick Carl heard Carrie moan. He wondered why she was making him take so much in his mouth. Didn't she know that deep throating was a visual experience, and with Tom blindfolded it was lost to the recipient?

Then Carl remembered what Carrie said about this blowjob being for her. As he took Tom's entire length into his mouth Carl heard Carrie moan, and he knew the act had achieved the desired effect. He felt her grip on his head relax. Carl pulled his head back so that only the head of Tom's dick remained inside his mouth. If Carrie wanted to see a good blowjob he would fulfill her wish. Just as Carrie had done, Carl began to stroke Tom's erection, paying special attention to the sensitive crown of his cock head. Carl used his tongue to stroke the sensitive spot just below the opening that would soon have a stream of hot cum pouring out of it.

"That's it; suck his cock for me, oh, oh, oh, yes. Suck that fucking cock," Carrie said, straining to keep her voice at a low whisper.

She bit her lip, struggling to stay quiet as she approached the edge of her climax. She noticed Carl had stopped deep throating Tom and was focused just on the head, alternating between caressing it with his hand and sucking on it with his mouth. Carrie twisted Carl's head to the side and watched his cheek bulge out as Tom's cock pressed against it.

"Oh baby," Tom groaned," If you don't stop I'm going to come."

Carrie relaxed her grip on Carl's hair and whispered to him, "Don't stop, I'm so close to coming."

She wanted to see if he would swallow for her. She let go of his head completely but Carl continued to stroke and suck Tom's cock. Carrie put her hand on Carl's shoulder and squeezed tightly. The fingers of her other hand continued to thrust into her pussy, driving her over the edge, Carrie pressed her forehead against Carl as her orgasm spread through her body.

"Oh, oh, I'm coming Carl, oh, oh," She moaned quietly.

Tom was not as reserved, "Oh yes, I'm going to come. Don't stop, ah." His hips bucked forward, but Carl skillfully maneuvered his head to keep his lips wrapped around the tip of Tom's cock.

Carrie felt Carl recoil slightly as his mouth filled with Tom's cum. She pulled Carl's head back and whispered one last thing to him before she kissed him, "Give it to me."

Carl knew what snowballing was, but this was certainly not the way he expected it to happen. Although some of Tom's cum had gone down his throat, there was plenty left to share with Carrie. Her tongue invaded his mouth, seeking out the thick, salty liquid. When she had sucked as much cum out of Carl's mouth as she could, Carrie pushed the fingers that had been in her pussy into Carl's mouth. He eagerly licked them clean. She gave him one more kiss, and then motioned for him to return to the closet.