She goes down.

Jerry could not believe what was happening! When he tutored her she was always nice and even flirtatious but he never imagined that his wildest dreams were becoming a reality. He was worried when he had invited her over that she would be more interested in Kevin since he had more experience with girls and shared a mutual love for cars with her. But despite his fears of her not interested in him gone, he was still nervous at the thought of the beautiful brunette kneeling in front of him.

"Valerie, I..." he stuttered.

"Jerry, I just want to thank you again for inviting me over," she interrupted before pulling down his sweat pants, revealing his erection that was straining to be freed from his underwear.

"You're welcome..." He wanted to protest and pull his pants back up out of modesty but lust overrode his rational side. He didn't resist when she yanked his white briefs down, revealing his cock.

Val grinned as she examined Jerry's erection -- it was average length but thick, she was unable to wrap her hand fully around it's girth. "You have a nice cock."

"Um, thanks," he replied nervously as he intently watched her move his cock around like a joystick. He gasped when she stuck her tongue out and licked the length of his shaft from his balls to the tip.

"You're welcome," she purred, locking her eyes with his. She opened her mouth and took his cock head between her lips.

"Holy shit!" Jerry gasped before catching himself, not wanting the others to wake up to find him in a compromising position with Val. He summoned all of the willpower he could muster so he would not embarrassingly cum prematurely in her mouth. He grinned back at Val while she bobbed her head up and down the length of his cock, impressed that her mouth was stuffed with his thick cock.

He let out a sigh, partially disappointment and partially out of relief, when Val pulled his cock from her mouth after a couple minutes of sucking. "Is it over?" he asked naively.

"It depends," Val purred. "Do you want to cum now in my mouth?"

Jerry's eyes widened at the suggestion.

"Or maybe on my tits." Val cupped her huge breasts as an incentive.

Jerry's jaw dropped.

"Or..." she paused for dramatic effect, lightly stroking his cock to keep it hard, "... you can cum in me."