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I sat on his lap and put my arms around his neck and kissed him again. I could feel his smooth soft hands feel all over my back and down to my bum. I loved being touched by him. He was so tender and sensitive. I wanted him to touch me all over, but right now I just wanted him naked.
"Get undressed, Lionel," I whispered in his ear and I stood up in front of him. Slowly he started to take off his clothes. It was painfully obvious how scared he was. I helped him while talking softly and calmly to him to try to make him feel more at ease.
Finally he was down to his underwear. I couldn't wait any longer. I fell to my knees in front of him and grabbed his underwear with both my hands and pulled them down. He knew enough to raise his bum, but nevertheless, his boxers got caught up in his cock and I had to lift them up to come clear. When they fell to the floor, I finally got a good look at his monster.
Now it was my turn for my mouth to hang open, for I had never seen a cock that big in my life. I thought Bobby's was big, but this was monstrous. Bobby's was about 8 inches long and normal thickness, but Lionel's had to be a good inch longer, maybe even more. And talk about thick. Even at my age, my fingers just managed to go around it.
It was rock hard and only inches away from my face. I could see a steady stream of his precum oozing from his hole. God, just looking at that thing was making my young pussy burn with desire and I could feel my own love juices running down my legs. I had to get that monster into me, but right now I couldn't move. His cock mesmerized me. I managed to reach out and grab hold of it with both hands. I just held it there feeling its hardness and heat.
Some of his precum was running over my hand now. Slowly I leaned forward and guided it into my mouth. Wow! I could hardly open my mouth wide enough to get it inside. It was a real mouth full for a thirteen-year- old girl. I imagined how it would feel in my young teenage pussy. But that could wait. Right now I had to taste him.
Slowly I lowered my head to this wonderful and thrilling sight in front of me. My heart was beating fast and I was breathing hard. I kissed the head and some of his precum stuck to my lips and stretched out like a string of spaghetti as I moved to another part. I cupped his balls in my hands and gently played with them. I knew I had to be gentle with them as Bobby had taught me that I could easily hurt a guy if I got too rough.
I kissed and licked all down one side of his shaft to his balls and up the other side. Lionel's cock seemed to grow right before my eyes and it was throbbing. Next I engulfed his head with my mouth and started to suck on it while rubbing my tongue all along the tender underside where Bobby told me was the most sensitive.
Lionel had never experienced his cock being sucked before. He was hanging on to my head and instinctively started to hump in my mouth. He was pushing it so far into me that I started to choke. I had to stop him and get him to settle down. He settled down and I was able to now suck him like it should be done. I ran my tongue around his huge shaft. Then I concentrated on that sensitive area just beneath his head on the underside. Lionel was now half-crazy with passion. He was crying out and swearing.
"Oh God Carol! Oh God I love it! So... fuck'n' good! Mmmmm God yes! You're so good. I never dreamed this could be so fuck'n' good. Suck me. Oh, God Carol. Don't ever stop."