I opened my mouth as wide as it would go and tipped my head slightly up in order to align a straight passage of my mouth and throat for him. He fed the head of his cock right into the back of my mouth as I quickly closed my lips beyond the head. He moved it slowly back and forth as I worked up more saliva to make the journey into my throat easier. He wrapped one hand around the base of his cock and stirred it around inside my mouth, pressing the head against each cheek, then the roof of my mouth, and then pushing down so it rubbed against the surface of my tongue.
"Oh yeah.....that's good," he groaned.
"Now, I'm going to stand here real still and you're going to put in the work to get that cock all the way down your throat......understand?" he said.
I nodded in agreement with my mouth secured around his cock. I tentatively moved forward until I felt the head hit the entrance to my throat. I stifled my gag reflex and concentrated on relaxing my throat. I felt his cock emit a large drop of pre-cum that slid onto the back of my tongue as if it too wanted to help assist me in taking it to the depths of my throat. I moved forward again and felt the massive thick head making headway a couple inches into my throat. I backed it off into my mouth again and took a deep breath. I repeated the forward movement again and got about another half inch in.
"C'mon now.....you can do it," Frank said, holding perfectly still while looking down at my full lips stretched tightly around the shaft of his cock.
After backing off, I took a deep breath and moved forward more forcibly this time. His cockhead once again entered my throat and I kept driving forward. Inch after precious inch made its way further and further into my mouth. I finally felt Frank's pubic hair scratching my nose as I nestled my lips fully around the junction of his body with the thick base of his cock. I had taken all 10 Β½" again! I held my place for as long as I could before backing right off his cock and gasping for air.
"OH FUCK!" said Frank. "That was fantastic! Absolutely perfect!.......Now, I'm just gonna hold real still again and you go down on it again. Hold it for as long as you can and take some swallows while you're down there. I want to feel your throat massaging my cock."
I nodded as Frank stood still and pushed down on the top of his cock to get it aligned with my mouth. I moved forward and first the head, and then the glistening shaft made its way in to the back of my mouth and into my throat. It was easier now as I had taken it once right to the hilt. This time I more quickly moved forward until my lips were once again stretched tight around the bottom of the base. I swallowed and heard Frank groan from above me as the muscles in my throat massaged the rigid shaft of his cock. I swallowed again and again, each time pleasuring him. I had to back off again only this time just far enough for the cockhead to remain deep in my mouth as I gathered another breath. I moved forward more rapidly this time and swallowed as I made my downstroke.
"OH SHIT......YEAH!" he shouted.
I kept this up for about ten minutes, Frank's continuous moaning attesting to the pleasure I was giving him. My throat had become accustomed to the fullness and heat of his weapon. His continuous teasing droplets of pre-cum eased the way as I continued to move forwards and backwards, impaling myself on his thick powerful cock.
"Oh....that's so good......let me take over now," he said as he ran his fingers thru my hair while gripping either side of my head.
Frank held my head still as he made a slow rotating motion with his hips as he moved his cock back into my throat. He wanted to feel every single inch of the surface of my throat and make sure I got his attention everywhere. He drove it once again fully into me and held it there. I swallowed repeatedly as he would wish, the muscles of my throat massaging the shaft of his rigid cock. He withdrew it back into my mouth again before plunging forward again, quicker and harder. He began a rapid flexing of his hips, driving his fullness in and out of me as he held firmly onto my head. His balls were slapping against my chin on every downstroke as continued to pound into me. He started make those low growling noises mixed in with his moans and I noticed his balls start to draw up in their sack. I knew he was close.
"OH FUCK....HERE IT COMES!" Frank shouted as he pulled his cock from the depths of my throat. I locked my lips behind the ridge of his cockhead in order not to lose any of my treasured prize. He took one hand off my head and wrapped it around the shaft of his cock and started jerking it off inside my mouth. The first huge glob spat out of the end of his cock and settled on the back of my tongue. The next shot joined it in a deepening pool of cloudy semen. He continued to fire again and again as he milked the thick shaft. His moans of pleasure continued as he fed me blast after blast. I had to swallow or I was definitely going to lose some of this big load. My first swallow seemed to cool the tender lining of my throat as it made its way to my stomach. I swallowed again, loving his nectar as I took it straight from the source. His hand finally slowed its jacking movements and his load of cum tapered off to a few final dribbles which I licked off with my swirling tongue.
"Oh man....that is one sweet throat you have there," he said. "You had to swallow some of that right away, didn't you? That's okay, swallow the rest."
With his cockhead still in my mouth, I swallowed a couple of times to take down the remainder of his thick, creamy cum that had pooled in the bottom of my mouth. With closed eyes and a purring moan, I was content as his cum made in safely to the base of my stomach. Frank withdrew his cock from my mouth, drew the end of it once more all around my face and then stepped away.
"Well, that midnight snack should keep you satisfied until morning," he said as he flicked off the light and settled back into bed. Within a minute of so, I heard his gentle snoring again and knew he was already asleep. My own cock had become fully erect during my face-fucking but I was too tired to do anything about it and dropped my head onto a pillow next to Frank. Morning would come soon enough.......