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The mall was getting ready to close now, so we decided it was time to go. Lionel headed down one of the back roads leading out of the city. We didn't want to go on the main highway because it wasn't as scenic as the back roads. Besides I knew there were lots of places to stop and park if we felt like it.
After about an hour it was getting dark. It was still very warm out. We had all the windows open and the air was blowing all over us. We didn't mind in the least. I snuggled up to Lionel and rested my head on his shoulder. To my surprise he put his arm around me. I never had a guy hug me in a car before. It made me feel so special. Maybe I was nervous, I don't know, but I couldn't stop talking. I talked about everything and nothing. Lionel just drove and listened.
We were getting to this particularly beautiful spot where you could look down and see all the lights of the city below us. I told Lionel to find a nice spot and stop. We were the only people there. It was a lovely spot and so romantic. I stayed in Lionel's arms and rested my head on his shoulder and my hand rested on his lap. He had one of his favorite tapes playing. I looked up at him and as I did he lowered his head and our lips met. It was a nice gentle kiss at first. I didn't move away or anything.
My hand went up around his neck and I pulled his head towards me. I opened my mouth. Lionel didn't seem to know what that meant. His mouth was still closed. I started to run my tongue across his lips and he soon got the idea. He opened his mouth and soon we were kissing like Bobby and I kissed. I stuck my tongue deep into his mouth and soon our tongues were dancing together. Then he started exploring my mouth with his tongue. I sucked it deep into my mouth.
Lionel was getting so very excited now. He was breathing fast and hard. I let go of his neck and placed my hand on his lap. We were still kissing and I unconsciously started to squeeze his leg and move my hand around a bit. I accidentally touched his cock. What a surprise I had in store for me. He was rock hard. But I already knew he would be.
The surprise was its size. I couldn't believe it. Bobby had told me some years ago that some guys had bigger cocks than he had, and I didn't believe it. But Lionel's felt so big and so thick. I couldn't help it and I grabbed it and squeezed it and felt it's full size. Now I was the one who was excited.
"Carol, what are you doing?" Lionel asked.
"Oh, God, Lionel, I've never felt a cock this size before. Wow! This is something."
I continued stroking it and squeezing it. Lionel was going mad.
"Carol, you're making me want to fuck you. Please. Oh, God, Carol. I want to fuck you. I want you so badly. Please. Carol. Can I fuck you?"
I threw my arms around his neck again and gave him a long lingering kiss. Then I looked deep into his eyes and I could see just how scared he was. I said "Yes, Lionel, I'd be proud to make love to you." I kissed him again to show that I was serious. He was so surprised to hear me say that. This is something he had only dreamed of, never expecting it would happen. He didn't know what to say. He took his arm from around my shoulder and looked at me. He was terrified.
"A-are you s-s-sure, Carol? A-are you?" he stuttered. "I-I-I've never d-done that before."
The poor guy. He sounded so scared and so confused. I know that he wanted that more than anything in the whole world and when it is now offered to him, he couldn't believe it. I felt so sorry for him that tears started to form in my eyes and run down my cheeks. "Yes Lionel, I really do. I'm not kidding you. I want you to fuck me." I looked into his eyes as I said that and he could see I was serious. He also saw the tears running down my cheeks and he wiped them away with his fingers.
"Don't worry about not knowing what to do. It will come natural to you. And I'll show you. Okay? I know what to do. Bobby told you that we fuck all the time, didn't he?" I asked.
A big smile came on Lionel's face now. "Ya, he told me and I couldn't believe it. He said that he has been fucking you and Sandie for a few years now. Wow. What a lucky bastard." He said laughing. I laughed too.
"Bobby says that he thinks you are the best." Lionel said.
"Did he really?" I asked in a surprised tone. I was really happy to hear that.
All this time I was squeezing Lionel's cock. Impossible as it seems, I think it was getting even bigger. Lionel slipped his arm around my shoulders again and his hand found my breasts and he started to squeeze them and pinch my nipples. It felt so good. I had his zipper down now and his belt undone and the front of his jeans open. God, it looked even bigger than I had imagined.
Lionel was feeling my crotch now. I was so hot and wet down there that I bet he could feel my heat and moisture right through my jeans. We started kissing me again with so much passion. I could tell the he wanted me just as much as I wanted him.
"Come on, Lionel. Let's go in the back." I said eagerly.
I love camper vans...giggle... I got up and headed straight for the bed. Lionel was close behind me. I started to take my clothes off in a hurry. Soon I was stark naked. Lionel just sat there looking at me, his mouth agape. He had obviously never seen a real live naked girl before and his beautiful young cousin at that.
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."
It was obvious Lionel meant every word he said and that inspired my tongue to do its magic as I sucked on Lionel's cock. I could feel it throbbing harder and harder. I could feel it growing in my mouth. Suddenly, Lionel pulled it out of my mouth. "Oh God, Carol. I'm cumming! I'm cumming! Oh God." He was almost yelling at me.
"That's okay, baby, don't worry. I want you to cum." I said as I wrapped my mouth around his throbbing cock again. I got it in my mouth just in time for instantly wad after wad of his sweet, hot, salty cream erupted into my mouth. God, this guy could cum.
Even with all the practice I'd had recently, I couldn't keep up with the volume gushing from him. I tried to swallow it as fast as I could but I still couldn't keep up with it. It started to leak out of the side of my mouth and flow down my cheeks and onto my breasts.

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"OH MY GOD!" she screamed as the sight triggered her cum, "UHHH....UNNGGHHH....OHHHH....FUCKKK..." she yelled as she started shaking. I grabbed her to keep her from falling, Billy remembered to keep manipulating her clit as she came. She continued to shake as wave after wave of her orgasm washed over her. Suddenly Billy stopped stroking, and latched on to her protruding clit with his mouth and sucked it in. "AAAAHHHHHHHHHH......GODDDDD.......!!" She screamed as his sucking her clit crashed her into another orgasm before she was finished with the first one. She yelled and jerked so hard I had to ease her to the couch. She latched onto my neck and hugged herself into my chest as she continued cumming. "Get inside me NOW!" she whispered loudly. I positioned myself and shoved my cock into her soaking wet hole in one shove, UNNGGHHH....FUCK ME FAST!" she shouted. I jackhammered my cock into her cunt as hard and fast as I could, smashing her clit, as she shoved back at me. "FUCK ME..FUCK MEE...FUCK MEE...!" she kept chanting with each shove. Billy just stood there and watched not knowing what to do. All of a sudden, her third orgasm hit, "FUUUUUUCCCCCCKKKKKK........." She screamed like a banshee. "UHHH....." I exploded with my own orgasm. I pushed my cock into her as far as I could as spurt after spurt of white thick cum entered her slick fuck hole. Her pussy was chewing at my cock as her orgasm continued running through her, sucking every drop of cum from my cumhole. She stopped shaking as her cum came to an end, little aftershocks running through her once in a while. She opened her arm and whispered, "Climb up here with mommy and daddy baby." Putting her arm around him as he crawled up and lay down, she was hugging both of us, "Ohhh...my two men make me feel soooo goood" she whispered kissing his head. We laid there for almost 30 minutes just hugging and rubbing and kissing each other. Finally, Billy said, "Can we go swimming now?" We laughed and started to get up. "Oh, Frank, Will you hand me a towel? You must have really been turned on, my pussy is full, I don't think you've ever filled me like this before." She said laughing and wiping her pussy with the towel I handed her. "I have to go pee, and get another towel" she said as she headed for the bathroom, the towel held to her leaking cunt. I wiped my cock off on another towel. "Go out and get your lifebelt and bring it here so I can put it on you. He walked out the door and grabbed it from where he dropped it on the pool deck and brought it to me. I fastened it around his belly, "You can go get, not jump, in the pool now, grab your swimboard, I will bring the other toys out to put them together." He ran for the door, "NO RUNNING" I yelled after him. Lindsey came out of the bathroom with a fresh towel, her large tits bouncing and swinging. I watched her walk into the room, her pussy lips were still puffed up, I could see her clit still peeking out the top of her lips. 'For 30 years old, she sure is beautiful' I thought to myself. She saw me watching her. "What?" she said smiling. "Oh, nothing," I said, "I was just noticing how beautiful you look, especially freshly fucked." She giggled and said, "Why thank you, but this is what did it." She said bending down to give me a quick kiss and fondle my soft cock. She walked to the door, "You coming?" she asked. "No, I just did" I said laughing. "You sure did" she said as she ran a finger through her slit. "I'm gonna get the new pool toys and bring them out. We can take turns blowing up his floatie chair." I said as I stood up. She went out, threw her towel over a chair and jumped in the deep end, her tits bobbing in the water. Billy swam up to her using his board, she kissed him on the nose. I went in the other room and got the pool toys and carried them outside. There was a floating ring toss game, a floating little basketball and net and a couple rubber torpedoes to dive for. I put them together and threw them into the pool, pulling the floating chair out to make room. I jumped in and we played and splashed. Since he had his belt on, he was safe so he was dog paddling all over the pool. We put the ring toss in the deep end and threw the rings from the shallow end. We played that for a while, the Lindsey and I took turns picking him up and throwing him into the deep end. He was able to go under with his eyes open, but it was hard for him to stay under with his life belt on. I took the belt off him and told him to sit on the bottom of the pool in the shallow end. I wanted to see if he could hold his breath and stay under without panicking. He did really good, I knew it would be no problem teaching him to swim. We played grab ass with each other, grabbing some part of someone and then swimming off. It seemed that Lindsey and Billy enjoyed grabbing my cock, of course we would grab her tits, sometimes I would reach down and cup her pussy. She would touch and stroke Billy all over, at one point she went under water and sucked his cock and balls into her mouth and sucked him until she had to come up for air. I noticed that quite often she would run her fingers through his ass cheeks, teasing his little hole. She swam over to me, grabbed my cock in her hand and whispered in my ear, "I want to see you put this inside him, I want to watch you fuck his little boy hole." She gave me a deep kiss, "I am so horny just thinking about it!" "I assume you are going to spend the night, or two." I asked her. "Yes, if you'll let me." She said as she licked my ear. "Tonight then, we'll fuck him together." I said kissing her and shoving a finger in her cunt, wiggling it inside her. "Oh, yes, baby, we'll fuck our boy together." She whispered as she stroked me.