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I wasn't going to take any chances. Even at my age, I was becoming very devious. I knew Sandie and Lionel were going out on Saturday and I knew the chances of him fucking her were very good, so I wanted to make sure he remembered me as his first and hottest fuck. I didn't tell him this but I made up my mind to skip classes on Friday afternoon and take my chances that I wouldn't get caught. During morning classes I made a big deal out of not feeling well. I complained to my homeroom teacher and she suggested I stay home in the afternoon. She said I should be better before Monday. Yeah! I did it.
I went home and had a quick shower and changed into a nice and sexy pair of thong panties. To be honest, I took a pair of Sandie's because I didn't really have any thong panties. I knew Sandie wouldn't mind. She said I could take anything of hers. I didn't wear a bra, only a tight fitting short tank top. I put on my nicest pair of jeans, clean white socks and my best casual shoes. Again I covered myself up with Bobby's jacket.
I rode my bike over to Lionel's place and put it in his back yard because I didn't want anyone to see it there and maybe tell the wrong people. I went in the back door without knocking. I couldn't see the Lion anywhere down stairs. As I entered the hall, I could hear music coming from upstairs. I guessed it was coming from his room, so I tiptoed up and stood in front of his door. The music was coming from there. The door was slightly ajar. I could see that he was alone. He was reading and listening to his CD's.
I was about to walk in when I thought I'd give him the nice surprise. As quietly as I could, I got completely undressed. I even took my socks and shoes off. I gathered up all my clothes and slowly opened his door and slid in as quietly as possible. I closed the door behind me put my clothes on a nearby chair. I just stood there. He hadn't noticed me yet so I cleared my throat and he almost jumped a foot in the air. I laughed so hard that my sides ached. You never saw a more surprised and pleased guy in your life.
"Carol." He yelled. "Oh wow. You are so beautiful. I've been thinking so much about you."
He got up off the bed and walked toward me. I could see a bulge in his pants and it was getting bigger by the second. I moved forward to meet him and we kissed. God, this guy really learned fast how to kiss. It came so naturally to him. But don't forget, he had a good teacher. (Blush). His tongue searched all over my mouth and soon started dancing with mine. In one easy movement, he picked me up and carried me over to his bed and lay me down. He laid partly on top of me and continued to kiss me as passionately as Bobby ever kissed me.
I was completely enslaved with him. I would let him do anything he wanted to me. He ran his hands through my hair and all over my body. He cupped my titties and rubbed my pussy. My pussy was soaking wet by this time as anyone knowing me would guess. He kissed all over my face. He kissed my nose and my chin, my cheeks and my forehead, my eyes and my ears. He slid down and sucked and licked my titties. He took each of them in turn into his mouth and ran his tongue around my nipples. They were as hard as rocks. He started to lick down my tummy and stopped at my belly button. God I thought I was going to die.
His tongue poked into my nice little belly button and drew circles around it. I was moaning loudly now. He hadn't even touched my pussy but I was on the verge of a wild and powerful orgasm. I grabbed his head and hung on so tightly that it must have hurt him, but he didn't say a word. He just kept licking down my body.
He wasn't leaning against me any more, and he was still fully clothed. Where did this guy learn to do all these things? It was only a few days ago that he didn't have a clue about sex. Now here he is bringing me to a powerful orgasm without even touching between my legs. Wow. He must have had a good teacher...he-he-he...
My legs were hanging over the edge of his bed. He had slipped down and was kneeling on the floor. He was teasing me. He knew that I was so close to cumming. He positioned himself between my legs and I could feel his breath on my pussy. That was all I could take. I threw my legs around his neck and started to cum. I grabbed his head again and pulled on it. My leg muscles pressed his face into my sopping wet pussy. The other muscles all over my body were jerking so badly I was almost falling apart.
"Oh, Christ, Lionel. I-I-I'm c-c-c-cumming. Ohhhhhhh. Godddddd. Lionel." I was yelling. I'm sure the neighbors could hear every word.
Lionel started licking my cunt as I spewed out copious quantities of my sweet nectar. Lionel continued to lick and got most of it, but some did escape and run down my legs and into my bum.
Finally, I couldn't cum any more. I relaxed my legs and let go of Lionel's head. He came and laid down beside me again and started to kiss me. I could see his face was all wet from my juices and some was running down his chin. I kissed him like he had never been kissed before. My love juice tasted so good on his lips. I was speechless and out of breath. I don't ever remember so strong an orgasm. I just laid there and held Lionel to me. I never wanted him to leave me.
"Oh, Lionel," I finally said. "That was really something. Where did you learn to do that?"
He smiled at me and said "I don't know. I just did it. Everything is so easy with you."
"Ahh, Lionel, that's so sweet. Do you really mean that?" I asked knowing full well that he did.
"I sure do." He said and kissed me again.
We laid there for a few seconds. Then I realized he was still dressed.
"Hey, that's not fair," I said as I got up and stood in front of him with my legs spread apart and my hands on my hips.
"What?" He asked.
"You're still dressed."
I could see that he still had his hard on. I bent down and undid his belt and pulled his pants off him, then his T-shirt and socks and finally his underwear.
Was he hard? Wow. You better believe it. I took his cock in my hand and just held it for a few seconds. It felt so nice and silky soft to the touch yet it was so hard. My hand could still hardly go around it. I looked at Lionel and asked, "Do you want me to suck your cock, Lionel"