Topless Carrie

He was back at his apartment with Wholesome Carrie.

It had been several weeks since the storm encounter, but he'd gone out doing things with her a few times, always on weekends: she was adamant about Saturdays only.

He knew she was living with her parents, in a basement room, and she'd been out of the country for at least two years, probably longer, doing some kind of charitable thing or things in some other country; he didn't even know where, and she hadn't told him. He knew she went to church on Sundays, spent time with her parents and a grandmother who seemed to be disabled, and went to school for a variety of subjects. She didn't have a car and borrowed her mother's vehicle for school; other than that she walked or rode a bicycle. He had to admit he really, really couldn't make head nor tails of Carrie. He'd learned she volunteered at an after-school program a couple days a week, but she hadn't told him that; he'd found out through an instructor at the community college. Other than those things he knew nothing about her personally.

He'd decided she was just an extremely serious, intensely private person.

They hadn't had any sort of sex since the storm encounter, but had gone to an education fair, to an antique mall, and to an Asian garden on a nice day. A few cups of coffee, which she insisted on paying for separately. He couldn't call them dates. They hadn't even kissed.

Today, though, she'd more or less invited herself in. She'd been pensive and distant through the day, and now, in the evening, she'd asked to come in and, as she put it, "freshen up." She looked tired and stressed.

As she stood in front of his sink, pouring herself a glass of water, he looked her over, again. She was dressed, as always, in Professional Casual. Tan khakis, well-fitted but not tight, slip-on flats, and today a black button-down shirt with the cuffs folded up. She looked attractive, but not too much; she looked put together for efficiency rather than appearance. He knew she had an excellent physique, and was in very, very good shape, but she never, ever showed herself off. He noticed she wore very little makeup, usually just some understated lipstick and some kind of face cream. That was it.

She finished pouring her water, which she'd insisted on having despite his offer of juice, beer, wine, etcetera, and turned around. The sun was very low on the horizon and glowed through the West window. She held the glass up to the light and looked through it, tilted the glass left, then right. She had a weird, weird look on her face and her brows were furrowed. She closed her eyes and drank the glass of water all in a gulp.

She set the glass down on the counter and inhaled slightly, then burped, an amusing, ladylike exclamation, and smiled. She slipped out of her shoes and stood in bare feet.

"Sit down," she said, and motioned to his overstuffed chair set in front of the TV. "Sit down."

He looked around and sat down. Wholesome Carrie walked over to him, unbuttoning her shirt. He watched her do it with fascination, feeling his cock rising. She removed her shirt and flung it over a stool at the breakfast station; under it she was wearing a satiny, black strapless bra. She looked amazing and honestly hot. He had an image of her in lingerie and his mind reeled. Carrie had everything it took be smoking hot and just didn't seem to want to. He found it immensely arousing. He was picturing her naked when she turned around, sat on his lap, and said, "Unhook me."

He did it, quickly undoing her bra, and she peeled it off and dropped it on the floor; she pressed back against him, and he could feel her tight, solid ass on his lap, rubbing against his cock. It felt great, and he put his hands around her body and cupped her firm, perfectly sized breasts, fondling and rubbing carefully, touching her body.

He looked over her back, and decided it was one of her best features: well shaped, with a deep furrow for her backbone, sexy and smooth except for a random series of odd, discolored pockmarks on her left side, under her arm. He touched her back, rolling the back of his hand up her backbone, and was rewarded with a shiver.

Wholesome Carrie reached up and unrolled the tie in her hair, releasing it from the ponytail he'd never seen her without, even from the last time they did sexual stuff. Her hair was medium length, a little below her shoulders, and brownish blonde. She flipped it aside and forward, moving her neck back towards his face, and he took the cue and kissed the back of her neck, nibbling softly.

Her breathing got a little ragged, and he kept it up, kissing her neck, slightly below her ears, and down to her shoulders, placing his hands gently on her belly, breasts, and torso, feeling her skin as she got warm. She smelled earthy and organic, like she always did, and fresh and clean. He found himself getting absolutely rock hard in his jeans, and had to wonder just what non-intercourse thing they were going to do this time.

It was so weird.

He kept it up, touching and fondling and kissing Topless Carrie while she rubbed her ass on him and felt his arms. Her nipples got rock hard, poking out into the room, and sticking slightly upwards. She had awesome breasts, round and firm, with high-set fullness. He genuinely couldn't keep his hands off her.

After a while Carrie popped up and turned around, bending over him, letting her breasts dangle slightly. She placed her hands on his shoulders and swished her hair around a little, looking down at her feet. He had to cup her breasts again, holding her and touching her smooth, warm skin; he noticed the odd pockmarks extended around her chest, under her left bosom and on her chest. He ran a hand over them, and he felt Carrie shudder slightly. She raised her head and looked up at his face with a look of concentration.

Topless Carrie took his hands, gently, and placed them on the arms of the chair, hovering over his face with her lovely breasts. He was unable to resist kissing them, nuzzling and touching Carrie's delightful body, gently flicking the nipples and rubbing softly. He was rewarded with a small shudder and a upturn of her mouth.

She patted the backs of his hands, then smiled a little and lowered at his feet, carefully unbuttoning her nice khakis as she went down. She undid the top button, then unzipped slowly, shimmying down to her knees to rest on the cheap carpet. He thought she might be removing her pants, but she didn't; she simply left them open, although she yanked them down slightly to expose the front of her plain white panties.

Topless Carrie undid his jeans, and yanked around until his front was conveniently exposed; he reached to help, but she shook her head and placed his hands back on the chair arms. He got the picture: she wanted him to rest them there. He found himself sitting in his chair like a cartoonish king, legs spread, hands on the arms, reclining slightly as the woman, Topless, Wholesome Carrie kneeled at his feet. He had to admit to himself he was getting an involuntary thrill from the physical position she had him in. He felt weirdly powerful and flattered; immensely flattered.

He sat back, watching and waiting to see what Topless Carrie had on her mind.

When Carrie had him pretty well undone, she reached in with both hands and extracted his cock, which was stiff and hard. She stroked him gently, rubbing the tip, and reached down into his jeans with a hand, cupping and playing with his balls. Her hands were soft and warm, and he writhed a little as she played with him, looking into his eyes and smiling quietly. She gently, oh-so-gently squeezed on his balls and rubbed his shaft, getting him even harder. She reached up, licked her fingers, and when she was well wet she went to work on the sensitive head of his cock, flicking and rubbing the very underside. He felt his cock standing very much upright.

When he was well and truly hard she let go with her hands, smiled widely, and flipped her hair back. She bent down, very slowly, carefully flicking stray hairs aside, and put her mouth over him. Carrie deliberately went carefully and slowly, drawing it out, starting at the very, very tip, flicking with her tongue while teasing with her teeth, just so; he sucked in breath and reared back. She was magic, impressive. He got the feeling, again, of being very, very flattered by this lady.

Carrie got her full mouth around him, just below the flare of the head, and when she got there unexpectedly sucked on him, hard. He gasped and shoved forward, completely unable to keep himself from trying to stuff his cock in her mouth, roughly. Carrie stopped while he composed himself, and waited, chipping and licking at his cock, while he sat back again; when he was under control, barely, she started again.

Carrie didn't torture him right away, this time, although she surprised him, yet again; she sucked, gently, moved her head around a little, and took him fully into her mouth, all the way to the hilt. He groaned, very loudly he knew, and when she got him fully in, she rolled her tongue on the underside of his shaft, murmuring softly as she did. He caught himself breathing heavily and rapidly.

He kept his hands on the arms of the chair with a great deal of difficulty, straining his fingers and digging into the fabric. He noticed Carrie hadn't used her hands at all, and in fact had them folded neatly behind her back, like an usher at a theater. She was sucking him off with her hands behind her back while he sat in the chair, and the effect, when he noticed what she was doing and how, made his head spin. The wickedly submissive behavior admittedly made him extremely aroused, and he felt his cock flip in Topless Carrie's mouth as she worked him with her tongue, breathing noisily through her nose and sucking him forcefully. He knew there was no way he was going to last very long with her. No way.

Through a herculean effort and thoughts of nasty things he managed to keep from coming right away; although it was nearly impossible. Carrie commenced to a steady fucking motion, sucking forcefully as she basically bobbed her head on his throbbing cock. She had a rhythm of taking him deep and then retreating all the way to the tip, and repeating the motions, fucking him with her mouth. It was awesome and he knew it. Carrie was incredible.

After a while of it, he began to think he should come, figuring she had to be getting tired of him, but then he noticed she didn't have her hands behind her back anymore. He bent over, inadvertently stuffing his cock into Carrie's mouth deeper, making her moan. She didn't object, so he did it again, and she murmured and shivered. Thinking, and still looking for her hands, he kept his hands on the chair arms for leverage and simply and flatly fucked Carrie's mouth as she sucked him.

Then he found her hands: they were stuffed down into her pants. She was masturbating while sucking him off. She had one hand inside her plain, sensible white panties, and the other between the fabrics of the underwear and the pants, and he could see her fingers moving in practiced motions, rotating and rubbing with a steadily harder effort.

As he increased the frequency of fucking Topless Carrie's mouth, he saw her quiver and get more aggressive on herself. She was completely, totally getting off on their actions. He relaxed, trying to wait to come until he saw her orgasm. It took a lot of effort, a hell of a lot of effort, but he managed it: he saw her smooth, clear shoulders shake, once, then again, and she moaned around his cock and sat back, opening her mouth and drooling saliva between his cock and her mouth, leaving a string that flipped down across her lovely breasts.

Topless Carrie gasped, loudly, kneeling in front of him with her eyes closed. Her back arched, poking her breasts at him, and it took a massive effort for him to not grab her. Instead he watched, shaking himself, while she frantically moved her hands inside her clothes and came, hard. She made a series of shouting gasps, biting her lip, opening and closing her mouth, making a short, musical poem of 'ah' sounds. She was unutterably lovely, and he watched her body in fascination. She bent over, shook violently, then pitched her head back, opening her eyes. She wasn't focusing, and incredibly, when she shook again, her eyes rolled back in her head, displaying the whites.

During one of the shaking episodes she rolled forward and took his cock in her mouth while coming. The effect was instantaneous, and he felt her mouth compress hard around his cock. When she did, he thrust into her mouth, feeling her tongue, and as she sucked him he felt himself building.

He came, hard, in Topless Carrie's mouth as she made herself orgasm and kept herself shaking. She sucked, swallowing rapidly, as he emptied his balls into beautiful, Topless Carrie's mouth, She gasped around his cock, shivering and twitching, still coming as he spurted deep down her throat. When he was done, she didn't let him go, instead keeping his still-hard cock in her mouth while still masturbating herself.

Eventually, she pulled off and sat back on her heels, eyes closed and trembling. Her hands were still inside her clothes, and he watched her as she slowly brought herself down. When she'd stopped shaking she bounced a little and sat down on her butt, moving her legs around into a cross legged position. She lowered her head and her hair covered her face; she didn't remove her hands. She inhaled, deeply, then exhaled, a drawn-out, soulful exclamation of satisfaction.

When Carrie raised her head she looked satisfied but tired.

She smiled, wanly, and said, "I'm a little tired. Do you mind if I lie down here for a while?"

He wasn't sure exactly what she meant, but he said, "Sure. Of course."

Topless Carrie stood up, slightly unsteady on her legs, and suddenly dropped her pants down and off, standing in nothing but panties. She looked around, distractedly, and picked up her pants and bra, and retrieved her shirt. She draped them over her arm and walked into his bedroom. He heard some rustling, and he knew she was climbing into his bed.

After a while, he put his cock away and zipped up. He went to the sink and got a glass of water, drinking it slowly, then refilled it and walked into his bedroom. Carrie was under the covers, and he set the glass of water on the side table for her. He was going to say something, but noticed her even swelling and retreating, and realized Wholesome Carrie was sound asleep.