1 comments/ 22111 views/ 6 favorites Pushing Carl's Limits By: tk5555 I owe a huge debt to my editor Cheer_Smartie526 for all the help with this story. It would have sucked ( in a bad way ) without her help. I admit the ending is week, I struggled to come up with something better but just couldn't. As always comments ( good or bad ) are welcome and I hope you will rate the story. * It was a pleasant summer evening and he was visiting the university Carrie attended. A mix of students and faculty wandered by, but the sidewalk was hardly crowded. His "official" reason for being on campus was deciding if he wanted to enroll here sometime in the near future. The actual reason was that Carrie had promised him an encounter he wouldn't forget. With some trepidation Carl removed the phone from his pocket, willing it to ring. Being with Carrie was turning out to be a crash course in human sexuality, and he had no doubt that her promise to push his limits would be fulfilled. He could not think of her for more than a few seconds at a time or his cock would do its best to turn him into a spectacle for everyone to gawk at. He had some appreciation for the way women with large breasts felt, Carl was very self conscious about his large cock and the way some people seemed to stare at his crotch. He usually wore baggy pants or shorts to hide what was alternately a blessing and a curse, but today he was wearing a snug pair of button fly jeans. Carrie had insisted on it. Carl looked at his phone; it was eight thirty at night, the exact time Carrie had told him she would call. The phone buzzed in his hand and Carrie's name appeared on the display. "Hi," Carl said cheerfully. Carrie's lusty voice flowed out of the phone, "Are you ready to fuck?" "Uh, uh," Carl stuttered. He had expected a more traditional greeting, perhaps a few questions about what he thought of the school, but not completely surprised by Carrie's directness. "Well, are you?" she asked insistently. "Yea, yea, of course," Carl replied, trying to find a place to stand where he would be somewhat hidden from the crowd on the street. "Good, me too. But first you will have to prove yourself to me. How bad do you want to stick your big hard cock in my hot wet pussy?" she asked. "I'll do anything..." Carl replied. He could feel his cock swelling under the denim of his jeans. Carrie smiled. She could see Carl standing next to a mailbox, trying to hide the large bulge in his pants. Carrie had played with her lovers before, requiring them to do things before she indulged their hedonistic desires, but what she had planned for tonight was far beyond anything she had done before. She pressed the end button without saying a goodbye and slipped it into her pocket, then began walking toward Carl. He noticed her, but did not move from his spot behind the mailbox. "Hey Carl", Carrie called out as she approached him, "what do you think of the school so far?" "Uh, it's nice," Carl replied slowly; he hadn't even noticed that she'd ended the call. His mind was trying to accommodate Carrie's switch from slutty to just friendly. "Come on, I want to show you where I live," Carrie said. She looked at Carl's pants and smiled. "Uh, I, uh," Carl stuttered. He did not want to step away from the mailbox with such an obvious erection. "Carl, it's getting dark, nobody is going to notice. If they did they would either be impressed or jealous," Carrie said, grabbing his hand and pulling him out from behind the mailbox. Carrie led Carl down across the campus, pointing out building she had classes in. She turned on to a street lined with sorriety houses. Carl was amazed at the sea of attractive young women, but he did not think any held a candle to Carrie. A few blocks later they were standing in front of a small apartment complex. "This is home," Carrie said, leading him up to the to the top floor. She unlocked the door and pulled him in. Once inside her apartment Carrie stopped and turned to face Carl. She stood close enough that her breasts pressed against his body. She nuzzled his neck and inhaled his scent. She was a bit nervous about what she was going to ask Carl to do. "In about ten minutes one of my fuck buddies is going to show up, I want you to watch me have sex with him," Carrie said, carefully watching Carl's reaction before continuing. The idea of watching Carrie ride some other guy's cock was not what Carl expected. She had told him she saw other men, in fact she had called him for phone sex after fucking one of them. Carl rationalized that any chance to see Carrie naked was something he should take advantage of. He started to nod when Carrie started talking again. "But first I want you to suck his cock..." Carrie trailed off suggestively. She waited for Carl's response. While it was an unusual request, Carrie couldn't think of a good reason for Carl to refuse. Her friend Tom's cock wasn't a mouth stretcher, unlike Carl's monster dick. "I'm not gay," Carl protested, "Not there's anything wrong with that." He forced a smile. Why did she think he wanted to go down on another man? "That's not the point." Carrie said. "This isn't for your enjoyment, it's for mine. What if I offer to let you watch me play with one of my girlfriend's tits? Or maybe you would prefer my roommate? I'm not gay either, but I would be all over her breasts if I knew it would get you off." Carrie put her hands one her breasts, "Or maybe you would rather see her play with mine? I think it would be so hot to have an woman's hands on my tits. I know you guys can't help being a little rough, I think a woman would have a little better dea of what feels good." "Uh, I'd rather see you playing with her tits," Carl stammered. Carrie wondered if Carl realized it wasn't the sight of him with a dick in his mouth that excited her. She wanted to see how well he would obey her instructions. For her the thrill was in commanding him to go past his limits. "Is your friend gay?" Carl asked. He felt it was a reasonable question. "No, in fact I'm going to blindfold him so he will think it is me. I told him I have a special surprise for him," Carrie said with a giggle. She could probably have enticed Tom into letting Carl blow him, but it was more of a thrill if Tom didn't know. "I don't know, that seems, well, gay," Carl protested. "How do you know you won't like it if you have never even tried it?" Carrie said persuasively, seductively licking her lips. "I love giving head. You only have to try it once, if you don't like it you will never have to do it again." "When would I get to watch you and your room mate?" Carl asked. He could not believe he was even considering her offer, but if Carrie's roommate was as hot as she was it might be worth it. Carrie smiled as Carl began to consider her offer. She wasn't sure how to answer Carl's question as Carrie had not mentioned the plan to her roommate yet. Carrie wasn't sure if Jenny was bi-curious or not, but was confident some kind of agreement could be reached. "First things first," Carrie said, trying to hide the excitement in her voice, "does that mean you will do it?" "Yea, I will try it. Now when do I get to watch you and your roommate?" Carl pressed. "I don't know, but it will be soon," Carrie replied. She was pretty confident at least one of her girlfriends was bi-curious. Carl seemed to be fixated on the idea of her roommate Jenney, even thought he had yet to meet her. "Okay. I guess you might as well tell me the plan," Carl said quasi-reluctantly. "You will hide in here," Carrie said, opening the door to her closet. "I will blindfold Tom and take off his clothes and have him stand about here." Carrie stood at the foot of her bed. "Then what?" Carl asked. He was not giving Carrie his full attention; he was already picturing Carrie's lips on another woman's breast. "Then you come out of the closet," Carrie said with a giggle. "Get down on your knees and start sucking his cock." Just uttering the words put her libido into overdrive. Carrie was excited by the way Carl had bent to her will. "And after I'm done?" Carl asked distractedly. He wondered if the other woman would have large breasts like Carrie or small perky breasts. Maybe she would have puffy nipples, which he found very erotic. "Then you go back to your hiding place and watch me fuck his brains out," Carrie said. She had stumbled across a couple going at it once and found watching to be quite enjoyable. She planned on putting on quite a show for Carl. Carl switched channels abruptly; he was no longer thinking of Carrie with another woman, he was thinking of what it would be like to watch her have sex with a man. He recalled the night she called him, claiming to have just had sex and wanting a picture of his cock to masturbate to. He hoped she was equally horny tonight; Carl did not want to have to jack off in her closet to find relief. Running her hand against the bulge in Carl's jeans Carrie whispered in his ear, "Maybe I should give you a few pointers." "I'd like that," Carl said. He wasn't sure if he would actually learn anything, but he wasn't about to say no to a blowjob. Carrie sank down to her knees and slowly unbuttoned Carl's jeans, and then pulled them down to his knees. She tugged on his underwear until they were halfway down his thigh. "Be gentle," Carrie said as she wrapped her hands around Carl's throbbing erection. "I don't know what you do when you jack off, but women use a light touch." "Okay," Carl groaned. He ached to feel her lips around his cock. "Tom likes to be teased, like this," Carrie said as her tongue darted out of her mouth, flicking against the engorged head of Carl's dick. She could taste the pre-cum that was leaking out of his cock. Carrie had decided that letting Carl come in her mouth was the least she could do. She didn't want him to get blue balls in her closet while he watched her fuck Tom. "I'm sure you know about this", Carrie said, pressing her tongue against Carl's frenulum, "Oh, and you can expect me to do this", Carrie said, putting one of Carl's hands on the back of her head. She wanted the visceral feel of making Carl suck another man's cock. As Carrie's head bobbed up and down Carl's eyes were glued to the way her lips wrapped around his cock. He tried to pay attention to her technique, the way she used her hand and mouth together, but his rapidly approaching orgasm made it difficult to concentrate. "Oh, yes. That feels so good," Carl moaned. Carrie continued to hold his hand on the back of her head as she focused her efforts on the head of his cock. She could tell he wasn't going to last much longer. "Oh, oh, oh, I'm going to come. I'm going to come", Carl panted in warning. Carrie pushed her head forward, taking as much of Carl's throbbing erection into her mouth as she could. She heard him groan as his cum poured down her throat. She continued to suck his cock until she was confident his climax was complete. "I hope you took good notes," Carrie said as she stuffed Carl's still erect cock back into his jeans. "Huh? Yea, yea," Carl said, still not believing what he was about to do. "You're lucky; Tom's pretty good about manscaping and such. It's not as much fun when you have to pick pubes out of your teeth," Carrie said. She didn't bother to tell Carl she expected him to make Tom come. Carrie had noticed that once Carl started something he tended to obsess on it, she was confident that Tom was about to get one of the best blowjobs of his life. "He will be here any minute, time for you to hide," Carrie said as she herded Carl into her bedroom closet and closed the door. It was almost completely dark as Carl squatted on the floor. He heard the front door open. The muted sound of Tom and Carrie's conversation was not quite loud enough for him to understand what they were saying, but the voices were getting louder. Carl felt a mix of apprehension and excitement. Despite Carrie's obvious enjoyment of sucking him off, Carl did not think he was going to enjoy having a cock in his mouth. At the same time the idea of pleasing Carrie thrilled him. It suddenly occurred to Carl that he was going to have to deal with Tom's orgasm. Maybe Carrie would take over at the last minute. Maybe Carrie would want to see Tom come on his face. Carl resigned himself to whatever fate Carrie chose for him and began to think of what he would want in compensation. As his eyes adjusted to the darkness of the closet Carl noticed something hanging on the wall. He leaned closer and recognized the long slender object as a riding crop. Next to it was a pair of leather wrist cuffs. He wondered if Carrie was on the giving or the receiving end of her toys. Carl gripped the riding crop and imagined Carrie bent over a chair with wrists bound tightly. The sound of the bedroom door interrupted Carl's fantasy about fucking Carrie while she sucked on her roommate's tits. He could hear Carrie explaining the plan to Tom. It sounded to Carl like Tom already had the blindfold on. "Where are we? "Tom asked. "In my room, now hold still while I take off your clothes," Carrie replied. "When do I get to take off the blindfold?" Tom asked, "When you leave," Carrie answered. As she unbuttoned Tom's shirt Carrie wondered if Carl had changed his mind. She quickly stripped Tom's chest bare. He was a bit more masculine that Carl, at least above the waist. Carrie made a note to encourage Carl to get a bit more exercise. Surely with such a big cock he had the ability to have a chest like Tom's. Carrie ran her fingers through the curly brown hair that covered Tom's upper body. It spread from shoulder to shoulder then slowly tapered down to his waist. She unbuttoned his pants and pulled them to the ground. Tom was not wearing underwear and his cock was already erect. As she had expected the patch of pubic hair around it was neatly trimmed. Unlike Carl, Tom was decidedly average in both length and girth, but Carrie knew from personal experience that what Tom lacked in size he more than made up for with skill. "Are you ready for an amazing blowjob?" Carrie asked. "Oh yes," Tom replied. "I want you to think about it for a moment," Carrie said, slowly backing towards her closet. She quietly opened the door and took Carl's hand. She was surprised when he stepped out on his own; she thought she was going to have to drag him out kicking and screaming. Carrie reached into the closet and grabbed a pair of leather wrist cuffs. She walked Carl to his spot right in front of Tom. Much to his surprise, Carrie was already completely naked when she opened the door to the closet. Carl could not help but stare at her. Her nipples showed that she was quite aroused. He was tempted to put his hand between her legs, but before he could she grabbed his wrist and led him into the room. "Hands behind your back," Carrie instructed, she did not want Tom reaching down and touching Carl. That would spoil the fun. She buckled the cuffs around Tom's wrists. "Do I have to keep the cuffs on until I leave too?" Tom asked. "Maybe, it depends on how well you perform for me," Carrie replied as she pulled the black leather strap through the brass buckle. Once Tom was properly restrained she stepped behind Carl, pressing her breasts against his back, then pushing down on his shoulders until he began to kneel. "Have I told you how much I like sucking your cock?" Carrie asked. "Not lately," Tom replied. "Allow me to demonstrate," Carrie said as she pushed Carl's head forward. She felt a little resistance. Carrie whisper quietly in Carl's ear "Just thinking about you with Tom's dick in your mouth makes me wet." She smiled as Carl lowered his head and engulfed Tom's cock. Carrie dropped to her knees and pressed her breasts against Carl's back. She leaned over his shoulder, watching his lips slide up and down Tom's rigid shaft. Carrie slipped her arm between her hips and Carl's ass, and then pressed two fingers against her pussy. She pulled back on Carl's head until Tom's penis popped out of his mouth. She noticed Carl continued to slide his hands up and down the wet shaft. "How am I doing?" Carrie asked. She was careful to speak only when Carl's mouth was empty. "You are amazing baby, you keep this up and you are going to make me come," Tom said. "That sounds like a challenge", Carrie retorted, pushing Carl's head forward again. She ran her tongue over Carl's ear, then whispered to him again, "Tom's not the only one that is about to come..." Carrie was beginning to understand why guys liked to watch her suck them off. There was something erotic about seeing lips wrapped around a cock. She pushed Carl's head forward until he started to gag on Tom's erection, and then relaxed her grip. Carrie smiled as Carl took her not so subtle hint and started to take in more and more of Tom's dick. "That's it baby, take it all in," Carrie whispered to Carl. The dick in his mouth became a minor distraction as Carl focused on Carrie. He liked the way she was dragging her swollen nipples across his back, but it was the movements of her arm that aroused him the most. He could feel her forearm twitch as she finger fucked her pussy. He realized she was serious about the blowjob being for her enjoyment. When she pushed his head onto Tom's dick Carl heard Carrie moan. He wondered why she was making him take so much in his mouth. Didn't she know that deep throating was a visual experience, and with Tom blindfolded it was lost to the recipient? Then Carl remembered what Carrie said about this blowjob being for her. As he took Tom's entire length into his mouth Carl heard Carrie moan, and he knew the act had achieved the desired effect. He felt her grip on his head relax. Carl pulled his head back so that only the head of Tom's dick remained inside his mouth. If Carrie wanted to see a good blowjob he would fulfill her wish. Just as Carrie had done, Carl began to stroke Tom's erection, paying special attention to the sensitive crown of his cock head. Carl used his tongue to stroke the sensitive spot just below the opening that would soon have a stream of hot cum pouring out of it. "That's it; suck his cock for me, oh, oh, oh, yes. Suck that fucking cock," Carrie said, straining to keep her voice at a low whisper. She bit her lip, struggling to stay quiet as she approached the edge of her climax. She noticed Carl had stopped deep throating Tom and was focused just on the head, alternating between caressing it with his hand and sucking on it with his mouth. Carrie twisted Carl's head to the side and watched his cheek bulge out as Tom's cock pressed against it. "Oh baby," Tom groaned," If you don't stop I'm going to come." Carrie relaxed her grip on Carl's hair and whispered to him, "Don't stop, I'm so close to coming." She wanted to see if he would swallow for her. She let go of his head completely but Carl continued to stroke and suck Tom's cock. Carrie put her hand on Carl's shoulder and squeezed tightly. The fingers of her other hand continued to thrust into her pussy, driving her over the edge, Carrie pressed her forehead against Carl as her orgasm spread through her body. "Oh, oh, I'm coming Carl, oh, oh," She moaned quietly. Tom was not as reserved, "Oh yes, I'm going to come. Don't stop, ah." His hips bucked forward, but Carl skillfully maneuvered his head to keep his lips wrapped around the tip of Tom's cock. Carrie felt Carl recoil slightly as his mouth filled with Tom's cum. She pulled Carl's head back and whispered one last thing to him before she kissed him, "Give it to me." Carl knew what snowballing was, but this was certainly not the way he expected it to happen. Although some of Tom's cum had gone down his throat, there was plenty left to share with Carrie. Her tongue invaded his mouth, seeking out the thick, salty liquid. When she had sucked as much cum out of Carl's mouth as she could, Carrie pushed the fingers that had been in her pussy into Carl's mouth. He eagerly licked them clean. She gave him one more kiss, and then motioned for him to return to the closet. Pushing Carl's Limits As he returned to his hiding place Carl heard Carrie telling Tom to lie on the bed, then she teased him about his fading erection. "I'm not done with this," Carrie said, tugging on Tom's half hard cock and turning him so that Carl would have a better view of what was about to happen. "I just need a little time, I'm not a machine," Tom protested. "Maybe that's what I need, should I get one of my vibrators?" Carrie teased as she removed the restraints from Tom's wrists. "I don't think that will be necessary," Tom countered, blindly reaching for her. His hand found her head then pulled her up and kissed her on the lips. "Don't you know where my mouth has been? If you need a hint just look down," Carrie said. "If I didn't know before, I do now," Tom replied, then he kissed her on the cheek. From his vantage point in the closet Carl watched as Tom made a trail of kisses starting at her mouth and rapidly moving towards her breasts. Almost immediately Carl was longing to feel Carrie's voluptuous breasts against his lips. He felt a pang of jealousy and envy as he watched Tom devour Carrie's tits. "Oh yes, I like that," Carrie moaned, looking back at Carl. She pushed Tom onto the bed. She straddled him, pirouetting as she did so that her pussy was right above his face. Carl watched as Carrie wrapped her hands around Tom's cock. It wasn't fully erect yet, but it was recovering quickly. Carl mentally compared the way the other man's penis looked in Carrie's hand to his own and smiled when he realized how much bigger his own equipment was. Tom's hands were on Carrie's ass, and Carl had no doubt that Tom's face was between her legs. Judging by the expression on Carrie's face, Tom knew what he was doing. Carl licked his lips, tasting Carrie's essence. She was rocking her shoulders from side to side, causing her tits to sway. He watched as her nipples grazed against Tom's skin. Carl wanted to burst out of his hiding place and put his hands on her breasts. He wanted to tug on her swollen nipples, but instead he remained still and watched. When Carrie started to stroke Tom's cock Carl followed suit, grabbing his own erection and slowly moving his hand up and down. The sound of Carrie's voice was mesmerizing. "Oh, right there, yes, right there," Carrie moaned, "Fuck that feels so good. Oh, oh, oh, fuck yes." The jealousy faded away, replaced by arousal. Carl never thought he would be so turned on by watching Carrie licking another man's cock. Her tongue darted out of her mouth, flicking against a bit of Tom's anatomy that Carl was all too familiar with. She was clearing enjoying it more than he did. Carl wondered if she would be equally happy pressing her tongue against another woman's breast. Carl tried to fantasize about Carrie and another woman, but his attention was drawn to the scene in front of him. Carrie was sucking on Tom's balls as she stroked his cock, the she straighten up and put her hands on her breasts. She was grinding her pussy against his face. "Oh baby, you are making me so wet. I want you inside me," she moaned, then moved so that she straddled Tom's hips. Carrie grabbed Tom's cock and pointed it straight up. She put her other hand on the bed for support and leaned back. Carl could clearly see the pouty lips of Carrie's pussy. The entire room faded away as he focused on the sight of Tom's cock penetrating Carrie. It seemed like everything was happening in slow motion as he watched her labia stretch to accommodate the girth of Tom's rigid shaft. When she had taken his entire length in Carrie leaned forward and put her hands on Tom's thighs, then she began to ride up and down on his cock. Over the noise of heavy breathing Carl could hear the wet sound of Carrie fucking Tom. She began to go faster and as she did another sound was added to the mix. Carl could hear Carrie's ass slapping against Tom's hips. When she leaned back again Carl wasn't sure if she was doing it to put on a show or because she enjoyed the way it felt. He did not care; the sight of her grinding against Tom, of her pussy filled with cock and her breasts heaving up and down was a sight he knew he would masturbate to for the next few months. Carl realized she was looking right at him. Later he would wonder if Tom knew what was going on, if Tom knew that he was part of a show. Right now that did not matter. Tom's hands suddenly appeared, one on Carrie's right breast and the other between her legs. He was pinching and tugging on her nipple and stroking her clit. Carl felt the beginnings of an orgasm and stopped stroking his cock. He was pretty sure Carrie did not want him to spray cum all over her closet. He continued to stare into Carrie's lust filled eyes. She leaned forward, pinned Tom's hands to the bed and began to ride up and down on Tom's throbbing erection, the sound of her flesh pounding against his filling the room again. Each time she raised her hips until only the tip of his cock remained inside her before she sank back down, taking in his full length. The impact rippled through her breasts each time she impaled herself of Tom's erection. Carl could not take his eyes off Carrie's tits. As she began to grind her sex against Tom they slowly swayed back and forth, two luscious pendulums keeping time witht the rhythm of their fucking. Carl's eyes followed the gentle curve of her breast until it was interrupted by her dark areola and erect nipple. Carl was glad that she had broken free of Tom's grasp. Although seeing Tom's and Carrie's hands tugging on her tits had a pornographic thrill, Carl preferred seeing her breasts unencumbered. Carl wanted to step out of the closet and get closer. He wanted to put his hands against the bottom of Carrie's tits so that they would slap against his palms as she rode Tom's erection, but most of all he just wanted to see them up close. The rest of the scene faded away as Carl continued to intensely focus on Carrie's voluptuous breasts. The sound of Carrie's sultry voice was getting louder, pulling Carl out of his trance. "Your cock feels so fucking good! Oh! Ca....Tom... you are going to make me come," Carrie growled, never looking away from Carl. She clearly liked being watched. A feeling of elation raced through Carl's mind when he heard Carrie almost say his name. He wanted to hear her scream his name when he made her come. "Fuck! Fuck! Fuck! Don't fucking stop!" Carrie cried out as Tom began to thrust his hips upwards. The sound of Tom and Carrie slapping against each other practically echoed off the walls. When he saw her come on Tom's cock Carl once again felt a bit jealous, but he hoped soon enough he would be the one making Carrie scream. Carl did not take his eyes off Carrie until she climbed off of Tom and lay next to him. "Can I take the blindfold off now?" Tom asked. "I suppose so," Carrie replied. Carl quickly and quietly shut the closet door. He could still hear Tom and Carrie's voices; they were just a bit muffled. Carrie was mostly laughing, then Carl heard the sound of them getting dressed. "I can't believe you are kicking me out," Tom protested. "My roommate will be back soon and she gets a bit weird when there are naked men wandering around" Carrie said. "I assure you I am house trained, I can even put the seat down," Tom jested. "Fool me once..." Carrie teased. The voices faded quickly once they left the room. Carl opened the closet door just enough to continue his examination of her collection of sex toys on the shelf and on the wall. He was well versed in the nomenclature of the items, but had never actually used any of them. There were some he had never even touched. There were leather collars, wrist and ankle restraints, a spanker and a spreader bar. On the shelf was a collection of vibrators and dildos, small in number but not in size. Two of the toys were about the same size as his erect cock. Carl picked up the flogger and imagined slapping Carrie's tits with it until they were pink. With his other hand he picked up a riding crop. Suddenly the closet door opened all the way. Carrie was standing there, once again naked. "I've been standing out here with nothing on for five minutes, what has you so entertained?" Carrie asked, taking note of Carl's erection. Carl stared back sheepishly. "I see you found my toys, do you like the 'Captain's daughter'? Or do you prefer the crop? Would you rather dish out the punishment, or take it?" Carrie said, sidling closer to Carl with each seductive statement. Carl opened his mouth, but no words came out. He was just impressed that she knew what the small whip was called by the British navy. Carrie snatched the riding crop out of his hand, "First rule, he who hesitates gets dominated." Carl looked nervously at the riding crop in Carrie's hand. He was both frightened and aroused. "Get out here, I need a few more toys," Carrie said, pushing past Carl and reaching into the closet. She grabbed the leather collar and draped it around Carl's neck. It was black with a brass buckle and had six stainless steel rings spaced evenly along its length. She threaded the tip though the buckle, leaving it a bit loose. She had no doubt that Carl had a much better understanding of its purpose. Carrie had purchased both the collar and the riding crop as part of a dominatrix costume, but kept it when she discovered how much playing with them aroused her. The rest of the items were either gag gifts or impulse purchases. Carl could feel Carrie's breath on his ear. The collar was not so tight it was uncomfortable, but he was certainly aware of its presence. He wondered if she was going to put a leash on him and tie him up somewhere and leave. The warm flesh of Carrie's breasts pressed into his back and Carl felt her hands on his chest. "So, do you like sucking cock?" she asked. "Only if it pleases you Mistress" Carl replied, assuming his role as a submissive. He was not sure how to answer the question. The honest answer was not only no, it was fuck no, but that response might deter Carrie from giving him any more blowjobs. "It probably was a bit much for your first time with a guy, maybe next time I should just have you two make out, that way you won't seem like such a slut," she teased, eyes gleaming. Carrie realized it wasn't so much what Carl did that excited her as the way he obeyed her. She ran her hands though the hair on his chest and pressed her hips against his ass. "Having you watch made me come harder than usual," she purred in his ear, "it certainly pleases me. Did you like what you saw?" "Yes Mistress," Carl replied. Any jealousy he felt watching Carrie ride Tom's cock had been dissipated by the arousal of watching her come. Carl began to wonder if he was a voyeur, but Carrie grabbed his attention when she slapped the riding crop against his thigh. "Now it's your turn to make me come," Carrie said, "do you think you can last long enough?" Carl was a bit stunned by her frankness. He had wondered how long she expected him to last. Carl had quickly come to the conclusion that compared to sex, masturbating was a lot easier to keep control of his orgasm. "I will do my best, Mistress," Carl replied. Carrie hit him with the riding crop again. "That's not the answer I was looking for. Maybe we should work up to it," she said, a soft growl leaking into her normally sweet voice. As a nervous sweat began to cover his skin Carl wondered what Carrie was talking about, he did not have to wonder for long. Carrie stepped in front of him and put the tip of the riding crop against his neck. "I want you to just stand still while I try a few things. I think you need to learn a little self control," Carrie said, turning back to the closet. She bent at the waist, exposing her pussy to Carl. She was a bit surprised at how aroused she felt. The tryst with Tom should have been more than enough to sate her carnal desires, but all she could think of was having Carl's big hard cock between her legs. First though, she was going to have a little fun with him. She picked up a wide belt made of a silky smooth material and a bottle of lube, then turned back to Carl. She stood in front of him and then slowly sank to her knees, making his cock the focus of her attention. "Let's start with a hand job," Carrie cooed as she poured the lube onto Carl's throbbing erection. She watched the clear fluid run down the length of his rigid shaft. When the liquid began to coat the neatly trimmed pubic hair at the base of his dick Carrie put one hand on his cock. She tapped the riding crop against his chest. "If you come before I want you to I will have no choice but to punish you," Carrie said sternly, then she began to stroke his cock. At first she only moved her hand up and down the shaft, avoiding the more sensitive bits near the head. She heard Carl moan softly, but he seemed relaxed. There was no sign he was struggling to stay in control. Carrie decided to push him a bit more. "So you liked watching me fuck Tom?" She asked. Before he had a chance to answer Carrie continued, "Did seeing my pussy wrapped around his cock turn you on?" "Yes Mistress," Carl replied. As her words hit his ears Carl replayed the scene in his mind. Hearing Carrie describe it was just as arousing as watching it. Carl felt the first rumblings of his climax begin to build. She stood a little closer to him. Carl could feel her breasts brush against his skin. Her warm breath flowed around his neck as she spoke. "He's pretty talented, but he does not have your gift," Carrie continued as she ran her hand up the entire length of Carl's impressive erection. The idea of Carl with Tom's staying power and technique would make for quite a fuck buddy. When her hand slid over the head of Carl's cock she felt a tremor pass through his body. Immediately she struck his chest with the riding crop. "You better not even be thinking about coming yet," Carrie said with a scolding tone. The sting of the riding crop snapped Carl out of his daydream and his orgasm retreated back briefly. He looked down at Carrie's hand has it moved up and down his cock. It felt good, but was not as arousing as watching her get fucked. "I think you are ready for a bit more of a challenge," Carrie said as she stopped stroking Carl's dick and smeared lube onto her breast. Carl tried to keep his enthusiasm from showing too much as he gave his proper reply, "Whatever pleases you, Mistress." "Do you like my tits?" Carrie asked. "Yes, Mistress," Carl answered. "I like them. I like to play with them, did you know that? Sometimes I just squeeze them, and sometimes I like to pinch and tug on my nipples. I want you to think about that. I want you to think about me lying in bed, playing with my tits. Does that turn you on?" "Yes, Mistress," Carl replied, his voice straining slightly. "Would you like to see what I do when I am really horny?" Carrie asked, setting the riding crop down on the bed. "Yes... Mistress," Carl stuttered, almost forgetting his role in their game. He stared down as Carrie as she knelt in front of him. When she had Carl's full attention Carrie scooped her breasts into her hands and caressed them for a few moments. Having Carl watch certainly made playing with her tits more arousing. With Carl's lustful stare almost burning a hole through her tits Carrie lowered her head and raised her left breast. Carl leaned forward and tilted his head slightly so he could watch Carrie's lips wrap around her swollen nipple. He unconsciously curled his tongue, imagining what the turgid amber pebble felt like. Carl moaned when Carrie repeated the process with her other breast. "But that's only when I'm really horny," Carrie said, and then she flicked her tongue across her nipple again. She released her breasts and picked up the belt. Carrie wrapped the material around her torso, binding her tits together, and then she poured a generous amount of lube into her impressive cleavage. "I bet you know what your next test is," Carrie said as she worked the slippery fluid between her tits with her fingers. Carl was not sure what the appropriate response was. What Carrie was doing was a bit of a departure from what he expected a dominant to do. He wondered if she had a plan or was just making it up as she went along. Either way, he found it extremely hot. "What's the matter, no blood left for your brain?" Carrie teased. She stroked Carl's cock, putting a fresh coat of lube on it. Then she hefted her tits up and leaned forward until the head of his cock was touching the gap between her breasts. Carrie let go of her tits and gravity took over. Slowly her fleshy mounds engulfed the engorged head of Carl's dick. Carrie picked up the riding crop again and lightly tapped Carl on the ass with it, "I want you to fuck my tits, but don't come yet." Taking a deep breath Carl thrust upward until the head of his cock appeared between Carrie's breasts. There was so much lubricant that he could barely feel her tits, which was the only reason he had not coated them with cum. "Don't come," Carrie said sternly, tapping the riding crop against Carl's ass to emphasize her point. She knew he was probably close to his point of no return. She wanted him to learn how to control his orgasm; she wanted him to be able to last long enough to fully satisfy her. Carrie bit her lip, stifling a moan. She suspected that if Carl knew how much she was enjoying his cock between her breasts he would be overwhelmed. "That's it, nice and slow," Carrie moaned. She looked down just in time to see the head of Carl's cock emerge from her cleavage. She could see pre cum seeping out of it. She hit him with the riding crop again as a reminder to stay in control. The stinging pain of the riding crop was a welcome distraction from Carrie's tits. A combination of deep breathing and a few pauses had allowed Carl to hold his orgasm at bay. He allowed himself an occasional glance down at Carrie. He wasn't sure what was more arousing, the sight of her breasts wrapped around his cock or her lustful stare. The desire to have Carl's cock between her legs finally became irresistible and Carrie lifted her breasts off Carl's rigid shaft. She looked up at him. "Lay down on the bed... on your back," she said, dragging the tip of the riding crop down his spine. Gingerly Carl climbed on to the bed and rolled on to his back. Knowing he was still quite close to coming he tried not to look at Carrie, but he could not resist. He found himself in almost the exact same position as Tom had been earlier that night. Even before he saw her, Carl sensed Carrie's presence at the end of the bed. He looked up; her face was blocked from view by her ample breasts. The riding crop entered his field of view and Carl followed the tip until it rested on his chest. "I'm ready for you to pleasure me," Carrie said sternly. "Yes mistress," Carl replied, trying to sound confident. The truth was he did not know if he could hold back the orgasm that was already making his balls feel like they were going to explode. He watched Carrie's tits sway as she leaned forward enough for him to see her face. The leather handle of the riding crop had never felt more right in her hand. Carrie had never understood how arousing it could be to be in complete control of another human being. Carl had to know she was making it up as she went along, that she wasn't really a dominatrix. But it did not stop her from trying. She extended her arm so that the tip of the riding crop pressed against Carl's erection. She pressed harder. Both the shaft of his cock and the shaft of the riding crop bent a little. Carrie stroked Carl's hard on with her toy. The tension in his body was palpable. She was torn between wanting to see how much he could take and wanting give herself to him. For reasons she did could not explain she raised the riding crop brought it down on his chest with considerable force. When she lifted it again Carrie could see a mark where she had hit him. Pushing Carl's Limits "You aren't going to come too soon, are you?" she asked. "No, Mistress," Carl replied. The pain was set his orgasm back slightly. "I'm not sure I believe you," Carrie said, and then she hit him again, this time the leather tip slapped against Carl's left nipple. She heard him gasp in surprise, but he did nothing to stop her. She looked at his cock; the head had taken on a darker hue. Carrie felt the muscles in her belly clench in anticipation of feeling him. "More please, more, Mistress," Carl said softly. The scenario was not unfolding as everything Carl had read said it should. They had not established a safe word and Carrie did not seem very familiar with how to use the riding crop, but Carl did not care. He was Carrie's plaything and he would do anything to please her. The feeling of the riding crop dragging across his body was almost electric. He felt the bed shift as Carrie climbed on to it. Peering down at her conquest, Carrie contemplated her options. She could continue to tease Carl, or she could indulge her lustful desire to have him fill her. She dropped the riding crop and swung her leg over his waist. "You like to watch, don't you?" Carrie teased. "Yes, Mistress," Carl replied. "You don't have to call me Mistress anymore; Mistress Carrie has left the building. I think you will enjoy watching this..." Carrie said as she put her hand on his cock and pointed it straight up. It seemed stiffer than it had in the past. As instructed Carl watched what Carrie was doing. She raised her hips and hovered over his erection. She briefly pressed her labia against the head of his cock. As Carl looked on she did it again, this time sinking down a bit lower before raising her body. The tip of his cock glistened with her wetness. The third time she impaled herself Carrie removed her hand. This time she did not go up quite as far, but instead leaned back, using her arms for support. It was a curious feeling, the way Carl's erection strained to remain vertical as Carrie leaned back. Bit by bit she was taking in Carl's entire cock. Despite all the foreplay and having already fucked Tom, it was a bit of an effort to accommodate Carl's girth. When she had all of him inside her pussy Carrie leaned forward until her tits brushed against Carl's chest. "If you come before I do, Mistress Carrie will return and make sure you give me what I want," Carrie whispered to him. She sat up straight and began to caress her breasts as she impaled herself on Carl's throbbing erection. Carrie wasn't holding back, if Carl came too soon she would find a way to deal with it. For the moment she was going to get as much pleasure out of him as she could. It wasn't clear what mistress Carrie would do, but Carl had already resigned himself to that fate. Just seeing Carrie's labia stretched around his cock had him on the edge of climax. When she started playing with her breasts he knew it was only a matter of time before his orgasm would overwhelm his efforts at controlling it. Carl closed his eyes, hoping that removing the visual stimulation would help him last longer. "Oh yes!" Carrie cried out as she felt Carl penetrate her again, "Yes, yes, yes. That's it. Fuck me with that big hard cock. Oh, oh, oh. Fuck yes! It feels so good." Knowing that he only has seconds left Carl moaned, "I'm going to come." Carrie shifted forward, pinning Carl's wrists against above his head. Her breasts swayed inches from his face, "Say my name, say my fucking name!" "I'm going to come Carrie. Oh, oh, oh, Carrie, Carrie, you are going... to make me... come," Carl panted as his orgasm erupted and nearly sent him into convulsions. Carrie continued to grind against him, milking every drop of cum out of his erection. Carl suddenly felt exhausted. As Carl said her name and writhed under her Carrie smiled. Making men come gave her a feeling of power. She knew Carl had tried to stop his orgasm, but she had overwhelmed his defenses. Carrie almost felt sorry for him. If Carl had lasted a few more minutes she would have come as well, but now she would have to make him fulfill his obligation to her. Carrie sat up straight and retrieved the riding crop. She pressed the tip against Carl's chin. "I still have not come yet," she said sternly. "I'm...I'm sorry Mistress." Carl stuttered, mind still swimming in a sea of euphoria. He tried to focus on reclaiming his role as a submissive, but each time Carrie's hips moved it sent a chill that started at the tip of his cock and ran the entire length of his spine. Carrie raised her hips and Carl's fading erection poured out of her pussy, landing on his belly with a loud, wet slap. Carrie poked it with the riding crop. "I don't think that's going to make me come," she observed, as she dragged the leather flap across Carl's body. "Nope, nope, nope," Carrie said softly as the tip of the riding crop passed over Carl's hip, then his chest and finally his shoulder. She began to run it down his arm. "Nope, nope," she said has she continued past his elbow. Still trying to catch his breath, Carl wondered what Carrie had in mind. He glanced over at her closet. Maybe he could retrieve one of her dildos or vibrators. He imagined what it would look like to see one of the toys in Carrie's pussy. His cock stirred at the thought of Carrie moaning as he fucked her with a fake dick. "Now this has potential," Carrie mused when the riding crop reached Carl's fingers. She resumed her survey of Carl's body, mumbling as she moved the tip of the riding crop until it rested on Carl's lips. "We have a winner," Carrie said gleefully. It took a few moments for Carl to make sense of what Carrie was saying. It slowly dawned on him that she wanted him to do for her what she had done for him at the start of this sexual adventure. She wanted him to make her come with his mouth. "Carl, do you want to lick my pussy until I come?" Carrie asked sweetly. "Or is Mistress Carrie going to have to slap you around first?" She shuffled forward and then straddled Carl's face. She craned her neck forward so she could see Carl's face over her breasts. The request was not what Carl expected. Initially the thought of going down on Carrie's cum soaked pussy did not sound very arousing. He could accept the idea of licking his own cum, but Carl wondered how much of Tom's cum still lingered inside of Carrie. Carl could still remember the salty aftermath of sucking Tom's cock and wasn't sure he wanted a reminder. Then he looked up and saw Carrie's face. The combination of her stern expression and lust filled eyes made Carl realize there was only one way he could answer her question. "Yes, Mistress," Carl replied with a grin on his face. He could not help but observe the way his cock had changed the appearance of Carrie's pussy. The small patch of pubic hair above her vulva was matted with cum and sweat. Her labia were stretched out of shape and were covered with an opaque fluid that Carl knew was cum. Carried stroked Carl's neck with the riding crop, then grabbed a handful of his hair. She pulled his mouth against her sex. She was a bit disappointed when he began to lick and suck on her immediately. She enjoyed imposing her will on Carl, and it was clear what he was doing was his choice. Carrie pushed him away. Carl's face was covered in cum; hers, his and probably some of Tom's. "Slow, I want you to go slow. Being in a hurry is what got you into this situation," Carrie said, and then she gently guided Carl's face between her legs again. The requirement that he slow down surprised Carl after the frantic way Carrie fucked both him and Tom. She held his head back so that his tongue could barely reach her wet labia and swollen clitoris. As he traced the outline of her pussy Carl wasn't thinking about the origin of the fluids ran down his face. The only things he was paying attention to was the warm soft flesh of Carrie's sex and the lust filled moans from her mouth. When Carl resumed he did so at a languid pace. Carrie relaxed her grip on his head as the tip of his tongue made lap after lap around her labia, each time narrowly missing her clitoris. The prolong teasing only heightened Carries arousal. Suddenly she felt Carl's tongue stab into her, penetrating her lips and then moving up to flutter against her clitoris. A soft whimper escaped Carrie's lips, encouraging Carl to continue lapping at her pussy. He desperately wanted to make her come; he wanted her to feel the same euphoric release he had experienced when his cock was buried inside her. The intellectual part of his brain was largely drown out by his animalistic drive to suck and lick Carrie's hot, wet flesh, but it did finally remind him to pay more attention to her clitoris. When he began to lick the stiff nub Carrie's whimpering changed to a loud moan. As her climax began to build again Carrie dropped the riding crop and began to caress her breast. She pulled Carl closer and he pressed his lips against her, sucking on her pussy. His tongue fluttered briefly against her clitoris and then darted between the folds of her labia. "Oh, that's it baby, that's it. Oh, oh, oh, don't stop," Carrie moaned, her voice getting progressively louder. Carl reveled in the sound of Carrie's voice, even thought it made his depleted cock ache with a desire to be inside her again. He reached up and put his hands on her tits. When he realized he felt a hand on her breast Carl briefly wondered if her roommate had arrived and joined in. Even after he realized it was Carrie playing with her own tits he was not disappointed. His fingers found her lust hardened nipples and tugged on them. "Fuck! Yes, yes,yes!" Carrie screamed, "You are going to make me fucking come Carl! Oh, Carl, Fuck yes!" Putting her hands on the bed for support Carrie pushed her hips forward, practically fucking Carl's face as her climax rushed through her body. This was the orgasm she had been waiting for all night. Tom had made her come, but not like this. The muscles in her belly clenched and she could feel the heat between her legs increase as a feeling of euphoria spread through her body. As the last tremors of her orgasm faded Carrie rolled off of Carl and lay by his side. "So, was that good for you too?" she asked with a laugh. "Yes.... Mistress," Carl replied. It was the truth. Having a front row seat to her orgasm made everything else insignificant. He didn't care that her pussy had been fucked by two cocks that night, or that his face was covered in cum. "It's Carrie now, just Carrie," she said. The game had been fun, but it was over now. A thought flashed through her mind and she decided he would be her toy for just a little longer. "Do you want to take a shower?" Carrie asked. "Yea, I probably should," Carl replied. "Okay, mind if I watch?"