“You care too much” her friends were always telling her. And why should I? Even when it was irrational and she knew it–be it her micro-managing supervisor at work, her controlling aunt Sheryl, or even that gaggle of vain girls from suite 402 in her dormitory who were more concerned with what Elle or Cosmo said than their textbooks that she wasn’t even sure they were keeping up with. She had followed her heart throughout high-school and those half-dozen flings she had. Guys she tried desperately to impress and keep happy–most of them the type who were always voicing their opinions of her. How can so many people exist in this world that think it ok to join in on beating someone down who’s so critical of herself already!? Perhaps there’s something about me that attracts those types? She had been working at dismantling this dynamic, this… cycle. It was time for a change. It was time to spend less time following my heart and more time doing what made sense. It was difficult keeping the topic on him. He was so expressive! It was difficult to decide what she enjoyed more, his look of sympathy with raised eyebrows and the “Awww” that accompanied it or that look of mild amusement jaw slightly dropped and eyes wide when. She had made the decision to never veer the conversation to invite criticism as was her habit. It only proved how much she thought of herself in the eyes of others. It worked to bury the confidence that she was beginning to find in herself these days. They were talking about distance running, marathons, footwear over pad thai. “Are you registered for any upcoming marathons this summer? Maybe I could come and try to run a half if it’s still open?” Was it the self-criticism that had brought about her refined sense of style and habits that lent to her beautiful healthy body? Or was it when she quit beating herself up emotionally that she had realized she had been burying this treasure all along? Confidence had changed everything, despite it being a learned behavior. What is it for? She had asked herself this morning when she had stopped halfway through dressing to look at herself in the mirror. She brought her hands up, pulling her hair back, down the back of her head, to the sides of her neck, then down front–from collar bone, cupping her breasts and feeling their full shape as she slid them over her flat tummy to loop her thumbs into the belt loops of her jeans. It’s for pleasure. Her heart thumped into high gear just looking at herself thinking of what she could do to a man just standing here like this, one hip dropped, bearing her chest. Biting her lip. “It’s the Boston next, so, no. Unfortunately you’d have to qualify at one of several other runs in order to be allowed to sign up.” He raised his eyebrows in concern “I’m sorry!” Smiling sympathetically. “BUT, don’t let that stop you from joining me that weekend in town. I’m staying in a hostel downtown to save on cash. I could check to see if they have any openings… I know we don’t know each other THAT well yet, but who knows by then!” His smile was fun and inviting. This is a guy I could actually go on adventures with. “You know what? Yeah. Check on it! That sound like it could be fun!” I wonder if things move quickly between us, maybe we could even stay somewhere together… The thought raised her heart rate. She sighed a happy sigh and looked up at him and found him looking off into space as though imagining something. His big green eyes were moving back and forth as though trying to work through some thought. She couldn’t help but notice his eyebrows dancing around slightly, his mouth seemed to be speaking half-spoken soft words to himself. He glanced at her as his eyes were on their way down to his plate to pick out his next bite of food and was surprised to notice her looking intently at him. He brought his gaze immediately back and smiled. She smiled. They couldn’t look away for a moment. She looked down at his smiling lips and back up again to find that he was looking at her breasts. Her heart began to race. She was starting to blush when he noticed that she had caught him. “Oh! Sorry, you, uh. I was just… You look… so good.” “Are you done eating?” Was her response. “Yeah, let’s go. We should study. Asset depreciation is kicking my ass. I can’t believe how fast this chapter has gone” They had met in accounting class and what began as a study buddy partnership had turned into somewhat of a dating situation. They walked together across the Mississippi through the covered bridge that connected two different parts of the campus. They had begun talking about how lame it was that their professor had kept trying to work pop-culture reference jokes and memes into his lecture, but her mind was somewhere else entirely and she had a feeling that his was too… She was thinking about the last time she went to his place to study. She had arrived much earlier than he thought she would on account of her being in the neighborhood when she got the text inviting her over. It was cute that he had showered right before her arrival but he didn’t expect to have to answer the door in his towel, and run back to his room to dress. He was cut. Thin, but seeing the V shape of his abdomen leading down… She suddenly realized that they were both walking in silence, she looked over see him clearly in the middle of more thoughts. He was flushed and breathing heavily through his nose. She would say that it was because they had been walking for fifteen minutes but he was a distance runner and then she realized. She moved her eyes downward and could clearly see there was fight happening in his pants. She looked forward again to where she was walking. She was suddenly hyper aware of herself. What she was wearing, that she was wet down there from entertaining thoughts of her own, worrying about what he thought of her. They had reached the door to his apartment when she made the decision of what she was going to do. It was HER decision how this was going to happen after all. Her breasts were bouncing as she climbed each step and it helped to remind her how happy she was that she had been taking care of herself these last few years. She was athletic, she was tanning, her skin was smooth, she was well groomed. It’s for pleasure. But who’s? Both. No. I want to make him MINE. By the end of this hour, I will own him. He has no idea what he’s in for… Her heart was a hammer, the flush in her checks had reached full bloom. They walked through his door and closed it. He walked to the kitchen island and unslung his backpack, turning to start talking. She was smooth. As he finished turning she pressed her body against his. He drew breath sharply in surprise. Her large breasts pressed firmly against his chest. She leaned her pelvis against his and could feel his bulge against her sex. The stood there pressed against one another, their faces inches apart. “You want this. Don’t you.” She whispered. “You have no idea.” “Yes. I do.” She kissed him on the lips. Then drew away, teasing him with a knowing smile. He brought his hands up and grabbed hold of her arms but she decided he wasn’t as forthcoming as she needed him to be. She stared into his eyes as she wrapped her hands around his wrists and brought them up onto her boobs. She was staring into his eyes because she needed to know how much it was pleasing him. It wasn’t the only way she realized this as he stiffened against her. His breath went out as he squeezed them. He was breathing heavily through his mouth now. He began moving his hands in circles, caressing and squeezing as his hands rotated. Her eyes held their gaze with his as he stared incredulously at her chest. She let him explore her with his hands a bit more until he realized that she was looking into his eyes. Once he had finally looked up she decided it was time to step up this pleasure. She brought her hands up over his in order to reassure him that they were exactly where they needed to be, covering and caressing her chest as it was heaving up and down struggling to maintain normal breath. Then she brought her right hand down the front of abdomen. She needed to see his face the moment he realized where she was going. It wasn’t until her fingertips had brushed against him somewhere between his bellybutton and belt that his mouth opened in shock. Seeing it made her smile wickedly. She realized in this moment that she wanted to watch him experience every moment of new pleasure with him. She wanted to impart her exotic fantasies that she had spun specifically for him and to see his mind explode as they surpassed his expectations over and over again. She wanted to milk this moment for as long as humanly possible. Her hand finally met with him and she could feel his length as it went down his left pant leg. He let out a slow longing breath, his head turned down but his eyes moved up and looked at her with a look that said she didn’t know what she was getting into. She could feel that he was long. What did that look mean? She giggled to herself and withdrew her hand. She leaned her pelvis against him, this time with more weight, and arched her back backwards slightly so that he was pinned between the counter and her hips. He was pressing against her with his full erection now. Her hands went up to her hair, fingers combing her hair back as she slid the hair tie from her wrist into a ponytail. Still pinning him with their sexes pressed together. She drew her hands into her back pockets and said, “Unbutton me.” With her elbows behind her it served to push her chest out toward him and stretched the material of her shirt putting strain on the three buttons holding her boobs inside of her shirt. She was biting her lip again as she watched his eyes, his hands unveiling more of her incredible naked body with each button undone. The buttons between her breasts were more difficult than the others, the first one set a chain reaction for the next two. Three birds with one stone. She was bursting out of her shirt. She had a pink lace bra on underneath that gave her an incredible amount of cleavage. As soon as they were out she reached for the back of his head and drew his face down into her bosom. He nuzzled his face into the space between her tits and began kissing, rubbing his lips all over the fine curvatures of her chest. While he was nuzzling his face she reached down and undid the remaining four buttons and pulled her shirt open and down off of her arms. He heard the shirt land onto the floor and took his queue to step back and admire what more she had allowed to be revealed of her. Her stomach was flat and her hips were shapely. She had an incredible hourglass figure and she loved the way he was looking at her. Drinking her in. She reached around back and undid the hooks in her bra. She carefully crossed her arms in front of her, covering herself as she slid her arms out of the bra’s straps. She removed the bra but kept her arm covering herself. She drew her elbows back so that only her hands covered her large breasts now, caressing herself and moving the breasts around and around, arousing herself even. She turned around so that her back was facing him and she reached her hands up and and then behind her so as to stretch when yawning–deliciously posing herself so as to invite him to begin touching him. She unbuttoned her pants and slide them slowly down over the curve of her rounded ass, pressing it against his bulge, tormenting him further. She stepped out of her pants still pressed against him with her behind, and slowly arched her back upward accentuating her curves further, up and up, reaching her hands up and behind him to grasp the sides of his head as he brought it over her shoulder. His hands found their way up her thighs brushing up over her lace panties, her flat stomach, and once again to cup and play with her breasts. He explored her for several minutes, kissing her neck lightly, whispering into her ear. She could feel that he was as hard as stone up against her, he was beginning to dribble into his pants with pre-cum. She began to whisper, “I want you. I want you in my mouth. I want you to put your cock all over my body. I want to hold it between my tits. I want to lick it. I want to take it down my throat. Oh fuck! I want it so bad. Will you give it to me? Please? I want to suck on it. I want to feel your cock in my mouth. Oh please. Give it to me? Please? Please?” She turned and gave him a look of pleading. She chewed on her lip and went to her knees. “Oh, fuck. I need this.” He fumbled with his pants and produced his manhood. “Yes, take it! I need you to.” She wasn’t sure why, but she found this dick beautiful. It was big, too. Longer than it was thick. She continued to chew her lip and looked him over like she was seeing water for the first time in weeks in the desert. She looked up at him and narrowed her eyes at his. They looked at each other for a few seconds. Then she broke the tension, giving a sigh of relief that sounded half like a whimper and brought him into her mouth. Slowly, sliding her lips over his head, and down his shaft. It made a wet noise as it touched the back of her tongue. She had her eyes wide open looking up at him and kept him in her mouth as far as her mouth would allow, about half way down his manhood for five full seconds. She brought as much saliva up from her mouth to her lips and pressed them around his cock as she pulled off of it. She kept her mouth open as it left him and three shining strands of spittle stretched out before her lips and the tip of his penis. Two stretched lower and fell leaving lines of shining liquid over her left nipple. She enjoyed the feeling of this mess she was making. So she stuck out her tongue wide and full of saliva to grace the underbelly of his dick and up to his head and off again, creating another line of spittle that fell down into the valley of her bosom. She could see his dick shuddering with spasms of anticipation hanging in the open air before her. She decided it was cruel to leave it wanting for long and brought it into her mouth again. She slid it in and out, touching the back of her mouth with each bob. Slow and steady she drew herself back and forth over him. Every now and then coming off of him to run her tongue down the left side or the right, swirling her tongue around his head, bringing her head back in order to let more of her spit mixed with his pre-cum drip onto her breasts. She opened her lips slightly and ran them sideways down the underbelly of his shaft, down to the base and from there began to lick his balls. She brought a ball into her mouth lightly rolling it around, and then gave the other one the same attention, all the while slowly stroking him with her glistening wet hand. As she was moving back from his balls to his shaft she let the full length of his wet penis fall over her face. She grabbed the base of it with her hand and rubbed it all around her face, her forehead, her cheeks, she had her mouth wide open and her tongue all the way out. She rubbed his penis left and right all over her open mouth and over her nose. Her whole face was glistening with their ecstasy, saliva was dripping from her chin, down over her neck and chest and dripping from one nipple, over her navel. “This is how I’ve wanted you for weeks now.” She whispered. “I can’t believe this” he breathed. She had been watching his expressive face the whole time. Now she was seeing expressions that she had never seen and she was loving it. I already knew that we had chemistry, that he would eventually be willing to do anything for me; but he hasn’t known that I was willing to do these kinds of things for him either. He wrenched his head back as she sucked, bobbing her head back and forth. His breathing getting heavier. She had her hands on the front of his thighs, but now she moved her left hand to cup his balls while her right hand stroked the base of his dick the length that she was having difficulty taking in. To him, she thought, it probably feels as though I’m taking it all the way in. She watched him writhe. His eyes would occasionally go wide with disbelief. She wanted to take it further, even though she had stepped up this pleasure so much for him. She had to mentally prepare for what she was about to do. She brought him all the way back into her mouth again, but it was only half way down his shaft. She brought it all the way out and breathed for a moment heavily. Again, touching the back of her mouth, then out. Breathing in and out heavily, her wet breasts heaving heavily, saliva falling over them once again. One more time before we try this. She thought. In, touch, out, heave, wet breasts glistening and heaving up and down. She looked at his manhood, then up into his eyes, she smirked. Sucked in a breath, she slid his dick into her mouth, lips moving over the ridge of his head tongue moving down over that delicious veiny shaft. It touched the back of her mouth, then she relaxed her neck and shoulders and made the motion in her throat to swallow, pushing herself onto him and his manhood deep into her throat. His warm smooth cock slid easily down her throat. It was slow moving. She was an inch away from touching her lips to the base of his dick. She wrapped her hands around his back grabbing his buttox, one check in each hand and pushed him from behind toward her in order to swallow that last inch into her. She held it there for three full seconds looking up at him. She could feel the old her seeking his approval. No, this was as much for her as it was for him. This is our pleasure. I have the ability to make his wildest sexual dreams come true, so why not!? She slid him out of her throat, out of her mouth, away from her lips. A tear rolled down her cheek. It wasn’t pain, it was happiness. It was her gag-reflex that made the tear come. She loved how his knees quivered and he nearly staggered over in throws of pleasure from what she had done for him. A large line of saliva was hanging between her lower lips and chin connecting to the underside of his throbbing penis. The spit fell down over the center of her body. She brought her body upward a foot and took his penis between her breasts. She arched her back looking down at the site of his long penis between her two firm curvaceous boobs. She could feel his balls gliding with the rest of him upward over her body. His sopping wet penis slid easily up into her cleavage. He helped the process by thrusting it towards her. She was leaning back in order to make it work better. Rocking her body as quickly as she could back and forth. She could turn her head downward and lick it as it came up, it touched her lips and slid quickly and lightly over the tip of her tongue. She giggled a little. He laughed. They were having fun. She was sweating, and hair was beginning to stick to her brow, but she wanted this to go on for a while longer. She looked up, laughed and bit her lip. She came back down low onto her knees, she brought her elbows back to rest her hands where the small of her back curved outward to meet her butt cheeks. Her glistening boobs were pronounced more in this position with her back arched she looked up and smiled proudly as her man looked down in disbelieving amazement at how incredibly fucking sexy she looked. She laughed again and shook her breasts back and forth. They initial swaying gave way to jiggling. She breathed heavily for a second watching his cock shudder and shake, reaching out to her. She was ready for more. She took him in again, bobbing her head on his cock. Her lips slid lightly halfway down the length of his shaft and up to his head. Over and over again. She loved the sounds she was making. Sssck sssck gak gak gak gak ssk sqq shlup sucking, slurping, throating, and of course when she would need to pull away and catch her breath. She loved that sound most of all, her needing to catch her breath after taking him deep into her mouth. She pulled away for a moment, continuing to stroke him with her hands. She needed to feel herself too every now and then. She would fondle her breasts, pinch her nipples, slide her hands over the back of her round ass. She couldn’t help herself after a while she gathered up some of the spittle coating her breasts and brought it down to her clitoris. Not that she really needed anything extra to lubricate down there. She was swirling her fingers round and round down there all the while bobbing on his manhood. She got an idea at one point and looked up at him with and excited look. She put her hands behind her back and locked her arms together behind her and said, “I want you to fuck my face. I trust you.” He seemed unsure at first. He wasn’t sure why she had her arms folded behind her but then it made sense, it was an act of restraint so that he could grab her head and literally fuck her face. He definitely didn’t want to hurt her. He began gingerly sliding himself inside and out of her warm wet mouth. It felt great, only daring to go half way. She made more throat noises. He was getting really turned on but didn’t dare get much more rough with her. She made a noise to get his attention. He pulled his cock out of her mouth, it fell away with more spittle dripping down over her body. She said, “You can be a little more rough than that!” Mischief glittering in her eyes. “Just not for very long.” I don’t want you to finish yourself in my mouth. I want to finish you in my mouth… and all over me…” A wry smile spread across her lips. She bit her lip again and opened for more face fucking. He took her firmly by the sides of the head and slowly at first slid his dick all the way down her throat, catching an inch from the base. She looked up at him and saw the worry in his eyes, but she nodded as vigorously as she could with a 7” dick down her throat that he could push the rest in. So he did, he slid the rest of himself down her throat and gave a deep moan in ecstasy. He pulled out four inches and fucked her face. He fucked her throat for a solid minute quickly thrusting it deep into her until she put her hands up to stop him. She gasped for air with the faint showings of a smile on her face. Her eyes were in shock but her mouth curled into that wicked looking smile. She looked him in the eyes and said, “I need you to cum for me. Can you do that? I want you to cum all over my face. I want you to shoot it onto my open mouth. I want it to fall all over my body. She was still out of breath, her wet breasts rising and falling rapidly with each excited breath jiggling softly at the bottom of each cycle. She made a savage noise of excitement and threw her mouth onto his cock. She sucked him wildly, deep throating him. Spittle was falling down her chin, swinging and spinning as she thrust her head onto him. She slide off of him, grabbed that dick, stuck out her tongue wide and smacked her tongue repeatedly with it. She put it back into her mouth and sucked, and sucked. Her breasts shook and bounced as her mouth hit the base end of his shaft. Her hair ponytail was bouncing as well, her bangs sticking to her forehead as sweat fell down her face. His breathing became erratic and turned into a ragged desperate ordeal as he neared climax. “I’m almost there!” he exclaimed. She had a fire of excitement as she readied herself for him to let loose all over her. She pulled off of him. He was throbbing wildly. Spit fell from him as well as from her chin. She gave him a wild look. “I need to do one more thing.” She deep throated him but this time her tongue was extended out of her mouth and it licked his ballsack at it’s deepest point. He half shouted, “Ahhh, Ah!” She pulled off of him once again and began stroking him while he was aimed at her. Slobber lines were hanging from several places as she stroked him. Her eyes watched his face intently and excitedly, her mouth was open and her tongue was out to receive him. A dribble. Then a of hot cum exploded from the tip of his penis and splashed powerfully against her upper lip sending cum up her check, into her eyebrow and into her hair. The second spurt hit her cheek and ricochet to her shoulder. She aimed him more on center this time and got two powerful shots into her mouth. The first one hitting her white front teeth and the second washing over her tongue. She could feel his hot liquid throughout her mouth. She got two dribbles after that which fell to her breasts. One last spurt came a full second later, by then she had leaned back and put her elbows up to expose her breasts and torso to any remaining essence he might have, this last spurt splashing her body. His arms and torso shuddered and his cock throbbed as he stood there in awe of what this woman had just done to him. She looked at him once again, slowly raising her arms to lightly grab his hips as she ever so slowly and gently brought him deep into her mouth and kept him there for a full 20 seconds. Staring curiously, contentedly, and wantonly at him. She brought him out and licked his shaft to clean any remaining cum off of his member. She ended by running the tip of her tongue from the belly of his manhood up and up to the tip of his head getting every last drop of cum off of him. She then turned to herself and found the rest on her body and face and sucked what she could find off of her finger tips.