and it came up from behind

Laying in bed all snuggled up next to Ben... we laid there in silence.. just enjoying being next to each other. I let my hand wander over his skin... feeling his warm body. Even though it was dark, I shut my eyes and curled up a little closer to him inhaling his scent.

Ben's hand was always exploring... rubbing up and down my back. With every stroke I could feel the arousal between my legs grow. I leaned a little closer and kissed his freshly shaved neck every so softly. I felt drunk with endorphins.

I kissed down his neck running my hands down his body as I went lower. I brushed my fingers over his nipple and felt a twinge from him brought on by my touch. I continued down... leaving a train of gentle kisses till I got to his hip.

His hands where still all over my body but finally slide over my bare ass and to the soft folds of my pussy. I felt a finger slide easily into me then up my slit to my clit. I let out a little moan as I arched my back to give him better access.

Back up his stomach and to his chest I went with my lips leaving my hands down to tease his hips... getting close to this cock but never actually touching it. I could feel him moving under me to try to entice my hand to touch him but I was not going to give in just yet. I wanted every inch of his body to ache for me and my touch.

My lips found his nipple again... I blew warm air on it then blew quickly to produce cold air. I then took it in my lips to warm it swirling my tongue around in circles. I stopped abruptly then flicked over it a few times.. feeling its hardness against my tongue. I repeated this process.

Meanwhile he was still working his magic on my pussy. I had to focus to keep from being lost in pleasure. I made my way back down towards his cock.... still teasing.. and not touching. I guess he had enough of that because he grabbed my hair and shoved my face down on him. His hips bucked wildly and he held me in place.... I loved every minute of it.

After a few minutes I pulled away gasping for air. A few good breaths and I decided to climb on top of him. I straddled him facing away and slide down on his every ready cock. I took him in as deep as I could... loving how well he fills my pussy. I began lifting myself up and down.. fucking him ever so slow.

I placed one of my hands on his leg and one on his stomach giving me leverage to pick up the pace. Before I knew it my hands where behind my back and he was holding them high as they would go between my shoulder blades. I was soaking wet.

I started to ride him harder... I wanted to feel him cum in my pussy. My head went back moaning loudly.. I was relentless in my efforts. I could tell he was holding out, making me really work for it so I decided to mix it up a bit and grind my hips against him between moving up and down.

It wasnt long from then.. his hips pumped in and out faster and I could feel his body tense up underneath me. Finally I felt him cum and it felt almost as good as having my own orgasm. I kept moving my hips... more slowly.... but wanting to draw it out for him as long as I could.

When his orgasm subsided I slide off him and laid down. He got up and sat between my legs. His finger slide up my wet sit that sent tremors through my body. A few more of those and I would for sure be done for.

He leaned forward and kissed my thigh gently. His free hand ventured over my warm skin and I was totally at his mercy. He slid two fingers into my pussy and moved them in and out slowly. I reached down to meet his touch and started rubbing my clit in unison with him. I knew that I could have easily cum right there but I wanted to have a overwhelming orgasm and so I paced myself.

Somehow I ended up on my knees facing away from him with his fingers still inside of my pussy. He was kissing my shoulders and down my back. I begged for him to do it harder... I wanted to feel his teeth in my skin. He didnt miss a beat. I felt it... intense... and painful... but wonderful. I practically squirted all over his hand.

He wrapped his arm around my neck to keep me from pulling away and kept biting. I was so torn between the pain and pleasure I was trying to learn forward. He wasn't letting me go anywhere though. He slipped his fingers out and reached around to focus his attention on my clit.

One final bite and I pulled away... landing on my hands. His fingers came at me from behind this time.. sliding back in. I met him with the swaying of my body. I fucked his fingers slowly... I was so close to having an orgasm it was torture.

I laid my head down on the bed and reached back and aided his attack. I starting rubbing my clit again... I could feel the wave of pleasure coming... it was right there. He fucked me faster.... and I met his pace once again.

Finally I felt the wave of my orgasm come over me. It was deafening and powerful. It engulfed me with such force all that existed in that moment was the two of us.

Once it subsided and I could move I sat back up on my knees. Ben's arms wrapped again me and I leaned back against him. I breathed in silently and let out a content sigh.