Talitha

Two afternoons later, Matt and Tali lay on a couch in her house, watching a movie. While both their eyes seemed focused on the television screen, neither one could honestly say what had happened in the last fifteen minutes. A bored Matt had been distracted by Tali's bare legs and had taken to aimlessly running his hand up and down her slender thighs. And once that had started, Talitha lost interest in the movie, wondering if Matt was finally going to follow through on the promise he made to her at the party.

While she had come over Saturday night afterwards, they hadn't done anything, as promised. Then Sunday she had been too sore to try again. Matt had tried to talk her into doing something else, pointing out that they could both enjoy themselves without having sex, but Tali, feeling shy, had refused. She had instead invited him over to her house today to hang out, and in an attempt to buoy her fleeting courage and give Matt an idea of she wanted, had worn a matching set of lace undergarments, her shortest denim skirt, and a tight but unrevealing long-sleeved shirt. Matt's eyes had lit up at the sight when she opened the front door, and while she had hoped he would make a move right away, he hadn't. Instead, they had gone to the upstairs den that she and her brother used, to watch a movie. The den was perfectly suited to her purposes, with the couch being more like a bed, where the occupants could spread out. The two of them had settled in, lying flat on their stomachs to watch Matt's favorite movie. Still, Matt had to admit that the movie didn't compare with the delectable distraction beside him, and he had begun exploring the smooth skin of her legs while Tali waited impatiently for him to move further.

When it became clear he wasn't planning to, at least not anytime soon, she reached down and grasped the hand he had on her leg. When Matt's eyes met hers in surprise, she smiled deviously, and sitting up on the bed, used Matt's position on his side to push him onto his back and straddle his hips. She could feel his erection through his jeans, rigid against her.

Pleased, she smiled again and asked him, "What were you waiting for?"

Matt, enjoying his compliant position, at least for now, held up his hands as he shrugged. Propping his hands behind his head, he enjoyed the view as he waited to see how far Tali would go. While she had certainly been an enthusiastic participant in their earlier encounters, they both knew she was a mere novice at this. She didn't realize to notice the pleasing sight that met his eyes as her tight denim skirt, unable to stretch with her legs straddling him, had ridden up her thighs to give him a glimpse of lace between her thighs.

When he didn't take the lead as she had expected, Tali frowned slightly, confused. She could feel his erection under his jeans, so why wouldn't he

do

something about it? When he continued to watch her from his prone position, she hesitantly reached for the hem of her shirt and pulled it up slowly, until it was drawn over her head and tossed to the floor. Matt took in the sight of her in her sheer white lace bra, and had to stop himself from taking over. He wanted to see what she would do.

Crawling clumsily off him, Tali reached for the waistband of her skirt, undoing the button and shimmying out of it. Naturally, her lace thong matched her bra, and as she sat on her knees beside him on the couch to unfasten his jeans, her bare back to him, Matt couldn't help himself from at least touching.

Feeling Matt's hand moving down her back, Tali hurriedly unfastened his jeans and pulled out his cock, before he could distract her from her mission to finally learn his body. His large cock sprang out, the mushroom head already gleaming with a drop of pre-cum. She grasped his cock in one hand, circling her fingers around him as much as she could, then began moving her hand up and down, as he had taught her.

Matt let himself enjoy Talitha's efforts for a moment, his fingers tracing little circles on the sensitive skin of her lower back as she ministered to him. He could feel the light shivers that ran through her body from his fingers, but her hand continued to move up and down his cock. While her efforts were appreciated, she was moving far too slowly to really distract him. Continuing his journey down her back, he moved to her ass, palming the sweet, tight cheeks in his hands. He stroked her smooth skin as Talitha continued moving up and down his cock, her hand slowing with each touch of his hands on her ass.

Matt reached for her thong and quickly pulled it down, just enough to fully bare her ass and lower, the swollen lips between her thighs. Enjoying the view, he trailed his fingertips over her lower back, touching her gently, lightly, as she squirmed at the delicious, almost tickling sensations. Moving downwards, as his hands caressed her ass, Talitha felt one finger trace down the narrow cleft between her cheeks. It passed over her back entrance, pausing for a second to press lightly on the tight hole.

Talitha tensed as she felt his finger touch her

there

.

"Shh," he soothed from behind her, removing his finger and continuing down to her pussy. Feeling her juices lightly flow into his palm as he cupped the small mound, he murmured, "You're wet. Did you like that?"

Tali's only answer was a gasp as she felt his fingers press against her clit, his hand held tightly between her thighs, immobile. Growling his irritation at this less-than-ideal position, Matt removed her now-limp hands from his cock, sitting up and moving behind her, as he pressed her forward, elbows and knees keeping her body up before him.

Loving the new view, Matt pulled her thong all the way off, tossing the delicate lace aside. He pressed in closely behind her, over her, spreading her legs wide before sliding his hand down between their bodies to cup her pussy again. This time, his hand was able to move, her fingers massaging her clit as she pressed back against him.

"More," she gasped, feeling his hand move between her thighs, his touch too light to do anything but taunt her.

"More?" he asked her, his tone teasing. "I told you I'd teach you something new. I think that will be one of your lessons for today...patience."

Tali groaned as his fingers were removed from her clit, to move back up her body, grazing the tiny entrance between her cheeks again as he moved up her spine to unfasten her bra. It fell down her arms to land on the couch, lying around her wrists, and she stared down at it blindly as she felt his hands move to her front, cupping her breasts.

The feeling was indescribable, Talitha thought hazily to herself. A large warm hand cupped each of her breasts. Matt's chest, hot even through his shirt, pressed tightly against her back, increasing the flames burning inside her. And his cock...she realized with a start that his cock lay nestled in the cleft between her lower cheeks, and her body stiffened.

"Matt," she whispered. "You're...down there...it's..."

"Down there?" Matt asked, knowing the problem but not willing to move from where he was. "Do you trust me, Tali?"

"You know I do," she replied shakily. "It's just, just, you're touching me

there

."

"So you don't like it?" he asked, pressing his lower body more firmly against her as she tried to squirm away.

"I don't know!" she wailed, feeling his thick shaft lying between her cheeks. "It's...it's not...people don't do that..."

"Of course they do," he replied reasonably, his hands still holding her breasts, her body squirming against him making his cock even harder. "

We're

not. At least not today."

"We're not doing that, ever!" her scandalized tone made him grin, until he heard the frightened note in her voice.

"Tali, Tali," he soothed, "calm down. We don't have to do that if you don't want to. But maybe later I'll show you how good it can be, hmm?" He massaged her breasts, rolling the nipples in between his fingers. "Hmm? So far you've enjoyed everything, right?"

That was the truth, and his cajoling tone, along with his fingers now plucking delicately at her nipples, quickly distracted her from her upset. And if she was being truthful, his finger against her there before hadn't felt entirely...distasteful.

"Yes," she replied slowly.

"And if you don't want to do something, just say so. Of course, I reserve the right to try to persuade you to change your mind," he teased her.

Talitha giggled, and Matt felt his heart lighten at the sound. He reminded himself that Talitha was sweet, young, and inexperienced. Unlike the other girls he had slept with. He had to go slower. Much slower. God, this was going to kill him.

"So, now what?" she asked him.

"Bored already?" he asked, his hands beginning to massage her breasts again. "I'll have to remedy that..."

And he pulled away from her, shucking off his clothes so quickly that by the time she sat up to see what he was doing, he was completely undressed. Moving to her head, he stood next to the couch, slowly stroking himself as she watched.

"Do you want me to..." Talitha asked, gesturing to his cock.

"Do I want you to what?" Matt asked, amused, still slowing stroking himself. He knew what she was asking, but he wanted her to spell it out. Allowances for her innocence were one thing, but this, he wanted her to learn, to please him.

"You know, do oral sex to your..." Talitha turned bright red as she spoke those words.

"Cock," he finished for her. "And yes, I want you to. But only once you say it."

"Say what?"

"Tell me what you want, Tali. Exactly"

"Oh," she mumbled, turning even redder, if that was possible. "Do you want me to suck your-" Her mouth opened and closed rapidly as she fought to get out the word. "Your cock?"

Matt nodded, taking that extra step forward as Tali reached for his cock with one hand. Her slim fingers couldn't wrap around his width, but she tried anyway, moving her hand up and down gently. Matt reached for her head and lightly pulled her closer, till he could feel every breath she took flow over his cock.

Her curious fingers had moved to the head of his cock, finding a large amount of pre-cum there. She spread it over his shaft, her fingers now covered in the pearlescent liquid. She looked up at him, as she felt his hands tangle in her hair, her face wearing a innocent, curious expression that didn't hide the desire flaring in her eyes.

"Lick your fingers," Matt told her, his voice grating as he fought the urge to just push into the tempting mouth just inches away. He watched as Talitha slowly cleaned her fingers, the movements not deliberately seductive, but just the sight of it was enough. His cock leaked out more pre-cum, and she reached out to spread it again. Matt grabbed her hands, guiding them to the heavy balls below his cock. She followed his lead, playing slowly with them, as she cradled them in her palms, marveling at the softness there.

"Ah, Tali," he groaned. While other girls he had been with had been experts at getting him off this way, he couldn't remind ever being as turned on as he was with her. "Lick them, right there."

Following his instructions, she leaned forward, her tongue flickering out as she planted tiny kisses on the heavy sacks. Fondling his balls in her hands, she licked him, spurred on by his groans whenever she found an especially sensitive spot. She trailed her tongue over his cock, leaving the flesh glistening as she moved back to the head.

Drawing it into her mouth, she looked up at him as his fingers lowered to her breasts, playing absently with her nipples. Her tongue swirled over the tip of his cock, growing bolder as she felt him begin to thrust lightly into her mouth. Tali attempted to take more of him in, but barely had half before he hit the back of her throat.

Pulling back, she allowed all but the head to slide out of her mouth before trying again to envelop his length. Watching her bobbing motions below, Matt released her nipples and tangled his large hands in her hair, beginning to thrust harder into her mouth. Her motions increased as she tried to keep up, her tongue flickering around his cock as he felt his climax rising. He thrust deeply into her mouth one last time, holding her head immobile as his seed spurted down her throat.

Slowly pulling out of her mouth and removing his hands from her head, he watched as she slowly licked her lips clean, a contemplative expression on her face. Her long shiny hair was attractively mussed, her face and chest flushed a delicate shade of pink. She looked up at him when she finished, her big green eyes silently questioning. Hot arousal still filled them, and Matt grinned as he placed her hands under her arms, lifting her as she shrieked, pressing her flat on the couch as he covered her body with his.

Tali could feel him, still hard against her thigh as his mouth covered hers deeply. Their tongues dueled as she arched sharply below him, still seeking relief that his teasing play earlier had denied her.

Matt felt her moving below him, and knew what it was that she wanted. However, he had told her he would teach her patience that day, and had every intention of following through. Letting go of her mouth, he moved down, slowly trailing his lips along her neck, as his hands found her hips and held them still. She watched him from beneath lowered lashes as his head dipped to her breasts, his mouth closing over a sensitive nipple.

Nibbling and sucking on the tender bud, Tali's whimpers began to fill the air as her hands came down to hold him firmly to her breasts. As he licked at her smooth skin, Matt could feel Tali's hips straining against his hands, demanding more.

Abandoning her breasts, Matt moved further down, licking a path down her flat stomach to her belly button, and swirling his tongue around the flesh there. The sweet scent of her arousal tempted him to move lower, to the glistening lips between her legs. Her tiny cries tempted him even further, as he shifted down, wedging his shoulders between her thighs to spread them apart.

His hands let go of her hips, moving down to her mound and tracing light circles on her bare pussy. Below, her swollen lips, shiny with her juices, beckoned. He ran one finger down the tiny slit, sliding it into her tight entrance as her hips writhed. Moving the one finger in and out slowly, he leaned down, blowing hot air over her pussy as she trembled, so close to the final peak.

She almost flew off the couch as she finally felt his tongue on her clit, his touch excruciatingly light. He licked around her clit, as she felt his finger withdraw from inside her before two entered her again.

"Matt!" she cried out, her hands twisting in his hair as she pushed her hips up to him.

Matt could feel her moving below him, and knew just one more touch to her clit would send her over. Pumping his fingers in and out of her slowly, his tongue abandoned her pussy to lick the smooth inner flesh of her thighs, enjoying the taste of her skin.

By now, Tali's whimpers and cries had begun to reach a fevered pitch, having been teased but denied relief thus far. As Matt moved his full attention back to her pussy, one finger stroking up her lips as two moved within her, he could hear her moaning his name pleadingly.

"What is it, baby?" he crooned to her, looking up to her flushed face. "What do you need?"

"I need...I need..." Talitha gasped. "I need it, so bad, please Matt..."

"What do you need?" he asked her again. "Do you need me inside you? You need to be fucked?"

While Talitha normally would have been aghast at such crude language, she was too far gone to care. "Ahh, yesss," she murmured. "I need you in me, now!"

Upon hearing those words, Matt moved back up her body, aligning them together again. Talitha opened her legs so his cock could slide into her, but was taken aback as he flipped them over and she found herself atop him instead. He positioned her to straddle his hips, his cock poised at her tiny entrance. Then he stopped.

He looked to her as she stared back. "Go ahead," he encouraged. "Take me inside of you."

Talitha faltered, realizing he wanted her to guide his large cock into her body. The pain of his first penetration was still fresh in her mind, causing her to shake nervously as she hesitated above him.

Knowing the reason for her distress, Matt reassured her, "It won't hurt this time. Go ahead. You will-" he smirked sexily "love it."

He placed her hands on his chest to help steady her, as she experimentally lowered herself down, allowing just the tip of him to penetrate. He still stretched her tight channel, but the pain was absent this time. Pleased by the discovery, she moved down further, taking him halfway inside her.

Matt watched as his shaft slid into her, her body moving tentatively above him. She was incredibly tight around him as she gradually took him in. She wavered when there were two inches left, pausing to stare at him pleadingly.

"You're so big inside me," she gasped. "It's too much...I can't...ohhhh..." she moaned, a long, drawn-out sound, as he moved his hands to her hips and guided her the rest of the way down. He allowed her a second to adjust to him inside her, the stretching an excruciating pleasure, before using his hands on her hips to lift her up and back down, gravity helping him nestle into her tight channel.

"Some girls like this because it allows them control," he murmured, still directing her movements above him. "Try it," he said, releasing her hips as she slid back down onto him.

Bracing herself on her knees, Talitha pushed herself back up, leaving just the head of his cock inside her, before taking him back inside her. The new position raked nerve endings that she had never noticed before, and she caught her breath before rising off him again. Gaining confidence, she established a steady rhythm as Matt enjoyed the show, her pert breasts jiggling slightly as she moved on him.

Reaching for one of the tempting mounds, he molded it in his hand before trailing down her flat stomach as his other hand found her hip, holding their bodies firmly together as he stopped her movements. His wandering hand moved down further, separating her pussy lips and finding the swollen pearl of her clit. Her back arched as he rubbed it slowly, her denied release finally coming, as tremors raced through her and he felt her contract around him.

The delicious tightness almost sent him over the edge, as he began using his position below her to thrust into her, his strokes short and fast. Rubbing her clit harder, he watched as she arched above him, a cry escaping her lips as her orgasm rushed through her, the dazzling sensations amplified by the long wait. He kept his fingers on her tiny bud as she came, drawing out her release. As the tremors slowly died down, Tali collapsed on top of him, her breasts pressing to his chest as her sweat-soaked body lay limp.

They stayed like that for a minute, Talitha's eyes closing drowsily until she realized something -- Matt was still hard inside her. His thick shaft pulsed insistently inside of her, but he remained still until she peered at him from beneath lowered lashes, her green eyes dazed. At the sight of her recovery he grinned, beginning to thrust into her again from below as her eyes popped open, her tight pussy both protesting and loving the movement.

Matt took control as Talitha suddenly found herself on her back, her long legs in the air as he thrust inside her, spreading her legs apart to enter her further. He had never been so deep within her as he sped up, feeling his balls tighten as his release beckoned. Determined to make her come with him, he spread her legs wider as he thrust, his hand drifting down her body to set his thumb swirling around her clit, as she flinched away from the overbearing sensations.