Don't jerk off.

"Don't jerk off." Mel says sweetly, stroking your cock, her naked body gently wrapped around yours. "I mean, when you're home alone, thinking of me, jerk off all you like. You can jerk off every night thinking of me, if you want." She pauses, fluttering her eyes. "But when you're fucking me, fuck me, don't just jerk off in my pussy, you know?"

You stare blankly down, trying not to fixate on the countless nights you have jerked off thinking of her, as her hand bobs up and down your shaft. Don't jerk off in her pussy? What does that even mean? "Uh... What?" You swallow.

Mel rolls her eyes, "Fuck, Max, here..." She lets go of your cock and leans back, onto the table. She presses herself against you, and you can feel the wetness of her pussy against your cock again. "Fuck me." She says softly up to you, naked on her back on the kitchen table, her hands reaching up, fingers exploring the opposite edge.

You rock your hips, sliding your cock, slick with her juices, effortlessly inside her until your hips make contact with hers once more.

"Mmngh..." Her eyes flicker and she bites her lip. "That's nice... Now, don't just try to get off in my pussy, enjoy the fucking. We're here together, it's not just you in your room with memories of me bending over in my swimsuit..." That was always one of your favorites... How'd she... "Enjoy me." Mel smiles up at you, her breath caught in her chest as your cock gently glides in and out of her.

"Right..." You swallow, staring down at your lifelong friend, the girl who slaps you for getting a hard on, the girl now sighing as that hard on pushes in and out of her.

You reach down, grabbing a breast, squeezing. She winces. "My tits are pretty soft, you know... Maybe you should explore that..." Her hips squirm subtly as you maintain your calm rhythm, and loosen your grip on her chest to match.

"You have no idea how many times I've jerked off thinking of these..." You are suddenly shocked you said that out loud, but keep caressing her breast nonetheless, letting your finger tips trace the shape of it, along the underside, around the areola, teasing at the tip. She lets out a soft shudder, her eyes closed, her body reactive to every touch.

"Why do you think I bend over in low cut tops so much?" She murmurs, your cock sliding in and out of her, your hand exploring her other breast now, your other hand running along her side, her hips, her thighs.

"Fuck, your body is incredible..." You say, so focused on her you'd almost forgot your own cock sliding in and out of her pussy as it starts tightening down on you once more. "Are you cumming again?" You say incredulously.

"Mmngh huhngh..." Her face tightens, as do her thighs, pulling you deep inside her. You watch her body convulse in slow motion, like lazy electric waves coursing through it, letting your hands wander along her as she peaks again.

She loosens as unexpectedly as she came, her body almost collapsing into the table. You pull away, your still-hard cock slipping free as she sighs heavily. "Fuck, it feels so good to finally have you in me..." She shudders, eyes closed, her naked body spilt across the table.

"Any time." You shrug, and she snorts a laugh, pulling herself up with a grin.

"I'm sure." She slips off the table and onto the floor in front of you, unhesitatingly popping your cock into her mouth.

"Oh fuck..." You sigh. You just fucked Mel to two orgasms, and based on the feel of this blowjob, it seems like she's appreciative...

*Shhhmpop* "Remember, you're not jerking off here." She bobs quickly onto your cock, your head pressing into the back of her throat before she slips back off just as quickly. "I'm sucking you off, Max. Enjoy the experience."

You swallow as she pushes back on, her head quickly reaching speed, sliding yours along her tongue as she pushes you into the roof of her mouth. She abruptly shifts forward, and you feel a hot tightness as your cock pushes into her throat. She keeps pace, sliding you in and out of the back of her mouth, and you can't help but groan.

She looks up with your cock in her smile, shoving it in and out of her throat for a moment longer before slipping off entirely.

"Fuck..." You murmur as she grins up at you, sidling up as close to you as she can, her face tilted upwards, the tip of your cock resting on her lips.

"See, Max, if you came inside me..." As she speaks, her lips teasing at the head of your cock, and you feel almost ready to burst. "You wouldn't get to cum on my face." She presses her tongue out, lifting your cock as she wiggles it, and you burst.

She jolts slightly as you splatter across one eye, but keeps working her tongue, another burst quickly following the first as she grins up, one eye closed. Your cum steaks across her cheek, another burst shoots into her nose, another across the opposite cheek.

Losing steam, your cum starts pouring more than shooting, spilling into her lips and tongue, pooling in her chin. She smiles, lapping up the last of the drops as your cock starts to soften.

She slips your tip between her lips, sucking gently before letting you drop. She smiles up at you, making a show of swallowing and smacking her lips with a satisfied "Ahhh!"

She giggles, pulling herself up. "How many times have you jerked off imagining that?" Mel grins at you through a faceful of cum.

"I can't even..." You stare blankly at your friend. "Um..." You try to think, but mostly fail. "Any more lessons?"

She chortles, one eye still glued shut.