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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.