Lesson Two: Warmup, Rubdown

In which Leon gets in a little bit over his head. Not much actual ballbusting here, but a good bit of verbal, and leading up to a fun next chapter :P

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"Hey, Leon?"

"Hmm?" He glanced up from his review sheet.

"Listen, I...uh." Kara paused for a moment. "I have a big favor to ask."

He nodded. "Sure, what's up?"

"Well, since the Weak Spots midterm is on Monday, my roommates and I were wondering if you could, um." She blushed slightly. "If you could help us review over the weekend."

He smiled. "Of course! But...you realize I'm getting like a C in that class right now, right? I'm probably not the best choice in the world to help you review."

Kara blushed even harder. "See, that's the thing. We were hoping you could help us with some of the earlier stuff, since you've got a...better grasp on the material."

"A better grasp on what?"

"Uh...remember the first lesson?"

Leon frowned in thought for a moment. "No, actually. Remind me what it was about?"

She looked down at her hands. "Um...men."

"Oh." A flash of recognition. "Ohhhh."

Kara saw the look on his face and immediately regretted asking. "Yeah, um, I know it's a really awkward request, so it's totally cool if you'd rather not--"

"No, no," he assured her nervously, "it's, uh...it's fine, really. I'd be glad to help out."

"Really?" Kara was doubtful. "Are you sure?"

He nodded. "I mean...we're friends, right? That's what friends do. As long as you're not going to, like, beat the crap out of me or anything--"

"O-of course," she reassured, "I mean, we don't want to hurt you."

"Then yeah." He smiled. "I'm in."

"Cool! Cool. Thanks, Leon." She grinned cautiously. "You're awesome."

---

"Wait," Leon asked, "how on earth did you manage to get a practice field all to yourself in the middle of midterms?"

"I didn't get it 'all to myself,' there are five of us," Kara countered, unlocking the door. "Besides, Willow works here part-time, so she's got some connections. We pulled some strings and got it for the afternoon."

"Sweet deal." He followed as she opened the door to reveal a small indoor stadium: a smooth, clay field flanked on either side by a few rows of bleachers. In the middle of the room were a trio of young women, chatting amongst themselves and stretching to loosen up. Apparently they hadn't heard the door open -- Leon blushed and politely averted his eyes from the brunette still bent over in front of him, reaching to touch her toes and giving him a clear look at her rear in the process.

"Hey everybody," announced Kara loudly, tossing down her bookbag. "We're here."

The three looked up at her words, giving Leon a better look at who he was dealing with. Besides the curvaceous cutie he'd just been not-ogling, there appeared to be a redhead, who was still in the middle of a quad stretch, and a flexible-looking blonde, who currently had one leg up behind her head. All three were dressed pretty minimally -- workout tops up above, tight exercise shorts down below -- and it was hard for Leon not to stare. He fought back a blush as the brunette straightened up and started speaking.

"Hey! I'm guessing you're Leon?" She offered a hand. "The name's Nora."

"Nora," he repeated. "Cool. Nice to meet you."

"You too," she replied, smiling. "Thanks so much for agreeing to help us out like this -- I know it's kind of an awkward situation, so we really appreciate it."

This time Leon did blush. "It's, uh, it's no problem. You'd do the same for me, right?"

She cocked an eye at his remark, but before Leon had time to think about why, he was interrupted. "Hey there," said the blonde, who appeared to have untangled herself and climbed to her feet. "Glad you could make it -- I'm Willow."

Leon nodded. "Cool. And you are...?"

"Jewel," the redhead replied, glancing over her shoulder mid-stretch. "Give me just a sec and I'll be with you."

"Come on, Jewel, you can finish warming up later," replied Nora. "Come say hi!"

"I said gimme a sec," she insisted with a grunt.

"Oh, whatever." Nora rolled her eyes and gave Leon an amused look. "Forgive her; she's not the politest thing in the world."

Leon smiled. "Heh, it's no problem."

"I heard that," Jewel said, finishing her stretches and coming to join the group. "Think you can talk about a girl behind her back, huh?" She mock-pouted. "My own sister bad-mouthing me...I never thought I'd see the day."

Nora slapped her lightly on the shoulder. "Oh be quiet, you big whiner."

"So...you two are sisters, then?" Leon asked.

"Yep!" said Jewel with a grin. "I'm the older one, she's the younger one."

"As you always remind me," Nora added sarcastically.

"Heh -- cool." Leon glanced quickly between the pair, trying to spot the resemblance, before Kara interrupted his train of thought.

"Alright," piped up Kara, "looks like we've all met each other now, but just in case: Leon, these are my roommates; roommates, this is my friend Leon. He's offered to help us study today. I know Willow managed to get us the room for the afternoon, but that's still not a ton of time, so we should probably get right down to, uh...to business."

"Yeah, um, I was going to ask..." Willow scratched her head sheepishly. "How exactly are we planning to do this? I mean, I've got a lot of...questions, but Leon, I don't want to make you too uncomfortable."

"Right, right," he replied nervously, fiddling with his hands. "Well, uh...we might as well be up front about things, right? No point making this any more awkward than it already is. We're studying groin attacks. I'm here because I'm a guy, which means I'm, uh...vulnerable in that kind of scenario." He winced as he spoke, trying not to think too hard about what he was setting himself up for.

"So then, are you okay with us trying some things out?" asked Nora. "I mean, I think it would probably be helpful for all of us to get a bit of hands-on experience."

Leon felt a touch of uneasiness, wondering why exactly he'd agreed to come in the first place. "Maybe. I mean, I knew coming in you'd all probably want to try stuff." He swallowed nervously. "It's cool. Just take it easy. They're...sensitive."

"Of course," Kara agreed, nodding.

"Well...why don't we start by just looking at them?" suggested Nora. "I mean, I've never really sat down and examined a guy's balls before."

"Sounds like a good idea to me." Kara glanced at Leon. "Cool with you?"

Leon nodded. "Yeah. L-lemme grab a seat and we can go from there."

"Sweet." Kara gestured to the rest of the group. "Come on, let's sit down by the bleachers."

Leon tried to quickly gather his thoughts as he walked over, the four women following closely behind him. He felt slightly queasy. They certainly seemed like a nice enough bunch...it was the thought of what they wanted to do to him that made his stomach do flips. He wondered if there was still time to change his mind and leave. Still, it was Kara who had asked him here in the first place -- the girl he'd had a crush on since the first few weeks of college -- and it was hard to turn down that kind of request. Particularly when she gave that cute little smile...he shook his head. Not a time for daydreaming.

Leon took a seat and watched as the others formed a semicircle around him, seated on the floor so as to have a better view of the proceedings. Hesitantly he glanced at Kara -- she flashed him a quick smile of encouragement, and his fear was eased a little. Well, thought Leon, guess there's no point in backing out now. Before he could change his mind he began stripping, reaching down and pulling his shirt off over his head. With that gone, he hooked his thumbs beneath the waistband of his shorts -- he hadn't even bothered to wear boxers, knowing what was in store.

"Woo! Take it off!" said Nora teasingly, sticking out her tongue.

Leon blushed. Carefully he slid his shorts down his legs, kicking the mesh fabric aside. With a breath to settle himself, he spread his legs and shifted forward in his seat, exposing himself to the crowd of women. Gently he lifted his cock out of the way, hefting his heavy balls in a hand.

"So uh, yeah," he said, as casually as he could. "Here are my nuts."

"Wow." Willow looked impressed. "They're bigger than I thought."

"Seriously," echoed Nora.

Leon blushed. "Yeah, I'm, uh...I got a bit lucky in that department."

"Well, that just makes things easier for us," grinned Jewel. "More of a handful." She glanced up at him, flexing the fingers on one hand. "May I?"

"Hmm?" Leon blinked. "Oh, you mean...s-sure. Just...be careful."

"Of course," she assured, slipping her hands around his ballsac.

Leon inhaled at the sensation as she fondled him, gently rubbing the twin orbs. He was suddenly very glad to be holding his cock out of the way -- it twitched eagerly against his hand, responding healthily to the welcome stimulation despite whatever concerns he might have. He exhaled slowly, trying to calm his libido down. He wasn't exactly sure how his new acquaintances would react to a hard-on -- or for that matter, what Kara would think. No point in making the situation any more awkward than it already was.

Kara noticed his sudden tenseness. "Are you sure you're okay with this?" she asked. "You seem really nervous."

Leon nodded slowly, hoping she wasn't picking up on the real cause of his concern. "Yeah, it's...it's cool. It's just a weird situation, you know? It's not often you have a roomful of people checking out your junk." He inhaled again as Jewel gently adjusted her grip. "Besides, last time I was involved in a demonstration like this, things got pretty painful pretty fast."

Willow frowned for a moment, and then a look of recognition spread slowly across her face. "Wait. You're...you're not the guy that the professor demonstrated on, are you? On the first day of class?"

"Y'mean the one who got his balls squeezed?" asked Nora.

He blushed. "Um, yeah, actually, that was me."

"Oh wow." Willow's eyes widened. "That was pretty brutal -- I'm sure you were too distracted to notice, but a lot of the guys were speechless afterwards. Even a lot of the girls. Your nuts were alright?"

"Yeah...I'm surprised they're not flat," added Jewel, still rolling the orbs gently between her fingers.

Leon coughed nervously. "A-after a while, yeah. It hurts like you wouldn't believe, but a guy's nuts are actually pretty tough, when it comes down to it." For a moment Leon appeared to be thinking about something else, a hint of a grin on his face. "They can, uh...they can get the job done even after something like that."

"Well, I'm glad," Willow said, watching Jewel play with the male's ballsac. "I was worried for you."

Nora suppressed a laugh. "You? Worried?"

"I was!" she replied indignantly.

"Yeah right." Nora snickered. "Interested, maybe. As I recall, that night you gave us all a rather...detailed description of how his nuts must have popped between the professor's toes."

Willow turned beet red. "We-we were doing the homework! You asked me how much damage a stomp like that would do!"

Nora rolled her eyes. "Yeah, and then you spent about ten minutes hypothesizing on what it'd be like to be a guy with a scrotum full of mush."

"Well I--!" she stuttered, flustered. She bit her lip. "I...I was curious, okay?"

"Girls, please," Kara said, interjecting swiftly, "can we stop talking about this? Honestly, he's sitting in the room and you're talking about popping his..." She cut herself off, giving Leon a look that was equal parts mortification and pity. "Listen, Leon, I'm sorry."

"N-no, no, it's fine," he reassured her shakily, swallowing at the sudden dryness in his mouth. "I mean, I, uh...I kinda thought they had popped too, for a second, so I guess I can...I can understand the curiosity."

"See?" Willow offered weakly. "I wasn't the only one."

Kara shot her an aggravated glare.

"Well, I can confirm that he's definitely got both his nuts," said Jewel amusedly, letting his testicles slip from her grasp. "Or good prosthetics, at least. Someone else want a look?"

"Don't let Willow take 'em," teased Nora. "Unless you want them liquified."

Willow rolled her eyes. "Har har. Don't worry about me; I think I know how they work. Kara, you want a go?"

"Yeah." She looked at Leon, smiling. "Assuming you're cool with it, of course?"

Leon's heart pounded for a moment. "Uh, y-yeah," he stuttered, trying not to get flustered -- even if the girl he had a crush on was asking to feel him up.

"Great." Kara grinned. "Just relax -- I'll only be a second."

The male barely had time to steel himself before she knelt down in front of him, rolling his heavy nuts in her fingers. Leon was glad he was sitting down -- it was a lot to take in, having his crush of the last few months playing with his balls like it was nothing unusual. He inhaled sharply as she leaned in for a closer look, tensing as her hot breath washed over his groin. Oh god -- looking down at her, Leon could almost imagine her lips wrapped around his cock, suckling on his thick length.

And then, just as suddenly as it had started, it was over. Leon let out a breath he didn't realize he had been holding as Kara let go, standing up once more. "Man," she chuckled, "I could just fondle a guy's nuts all afternoon."

Leon was about to invite her to do just that, but Nora interjected. "My turn!" the brunette exclaimed. She slid forward, resting on her knees in front of Leon, and grinned up at the male. "I've been looking forward to this."

Leon shivered as yet another girl took hold of his sac, caressing the delicate orbs within. And oh god, so gentle...it almost seemed like they wereconspiring to make him blow his load. The erection he'd been worried about before was more prominent than ever, but he continued to hold it discreetly against his stomach, hoping it wasn't too obvious.

Nora glanced up at the male with a hint of a smile as she weighed his balls in her hand, raising an eyebrow at their heaviness. "Man, these things have gotta be full," she muttered, rolling the twin orbs between her fingers. "You need to get off more often."

Leon blushed and tried to ignore the throb his cock gave in response. This was not the time, he reminded himself. Even if she was attractive. And even if he could pretty much see down her top. Even so, he could feel his defenses slowly melting away, the throbbing in his groin growing more powerful with each second. Already there were dirty thoughts swirling around in his mind: the brunette on her hands and knees, or maybe flat on her back...

Just then, Leon was brought sharply back down to earth as Nora gave his nut an experimental squeeze. "Ooogh," he grunted, bending slightly at the waist, "that's...mmph...warn me before you do that?"

"Nora," Kara scolded.

"Sorry," she replied sheepishly. "Didn't mean to squeeze so hard. How's this?" She resumed her more gentle massage.

Just about perfect, thought Leon as he relaxed once more. Maybe this wasn't such a bad gig after all, not as long as it involved a crowd of women doing things like this. His eyes slipped shut as she continued her ministrations, his arms drifting lazily to his sides as he resumed his earlier daydreaming. That's right -- Nora on her back, legs spread, waiting for him. He could almost taste it--

"Well, looks like somebody likes attention." Willow smirked. "Nora, you tease."

Leon snapped out of his reverie and looked confused for a moment before tracing her look down to the stiff length standing out proudly from his groin. Whoops. So much for subtlety. "S-Sorry about that," he stuttered sheepishly.

"Don't be," Nora replied, smiling. "It's a compliment. And from the looks of it, a big compliment, too."

Leon blushed and looked up at the rest of the group to apologize before realizing that no one seemed upset, or even surprised. He turned to Kara with a questioning look, only to get a shy smile and a wink in reply. Willow looked like she'd been waiting for this all along; Jewel looked like she was waiting for something to happen next. Leon cleared his throat, trying to gather his thoughts. "Are the rest of you alright?"

Jewel grinned back at him. "Of course. Why wouldn't we be?"

"Well, y'know." He winced.

From between his legs, Nora giggled. "Leon, I'm fondling your junk -- it's not a problem if you react to it. Like I said, it's a compliment." With that she climbed to her feet, leaving Leon and rejoining the rest of the group.

Despite the embarrassment of the situation, Leon couldn't help but steal another glance at the brunette's rear as she turned away. "Then, uh...what do we do now? I hate to be rude, but..." He swallowed. "Would you mind if I step out for a minute?"

The girls looked at each other for a moment, silently consulting, and then Jewel took a step forward, quickly kneeling down and taking her sister's place. She looked up at the male. "Listen, you wanted to be up front about things, right Leon?"

"Right," he answered nervously.

She placed her hands on his knees, leaning in towards the male. "Well then, let's be up front. You're a man and you've got four women who want to check out your junk. We all knew you were going to get hard. That's totally natural. Hell, if you weren't hard I'd be worried -- it'd mean the professordid break your balls."

"I, uh--" Leon stuttered, searching for a response.

"Well, here's the deal," she continued, sliding her hands slowly up his thighs. "Obviously, you're a really nice guy. Nice enough to let us beat up your balls a bit without even asking for anything back, which is a pretty sweet deal for us. But...we talked about this beforehand, and we didn't really think that was a fair trade, so we'd like to do something for you, too."

"Mmm?" Leon was sweating now; her hands were getting dangerously close to the pole of flesh jutting out from his groin.

Jewel looked up at him slyly, clearly enjoying his discomfort. "Well, since we're getting all 'hands-on' with you already, we figured it couldn't hurt to get a little more...intimate, as well. Let's just say this piece of meat is looking pretty tasty..." -- Leon inhaled sharply as she wrapped her fingers around his straining length -- "...and the four of us haven't been laid in quite a while." She grinned straight at him. "If you're interested in us, we're more than interested in you."

"W-what?" Leon shot Kara a stunned look; she simply blushed and looked down at her feet.

"Oh come on," said Nora, "you didn't seriously think the four of us could ask you to come let us check out your package without anything sexual attached to it, did you?"

Leon tried to process the situation. "S-so then...is this whole thing just a come-on for sex?" he asked, trying keep his voice steady as Jewel ran a finger along his throbbing maleness.

"Well...yes and no," she replied. "We actually do want to look at your balls to help prep for the Weak Spots final. We just figured that while you were here, we might as well make it an afternoon."

"And night, if you've got the stamina," Willow added.

"...It seemed fair," Kara said, looking up at him with a smile. "I mean, you're doing us all a huge favor, and I'm really--...I mean, we're all really into you." She blushed again. "We thought maybe we could make the whole process a little more enjoyable for everyone."

It was hard not to get caught up in the sensation of the hand gliding up and down his shaft, but Kara's words and the thought of what he had originally come here to do brought Leon back to earth. "W-wait...so what exactly do you want to do right now?"

"Well," Jewel replied, "that's an interesting question." She looked down at his cock as she spoke, slowly pumping the length in her fist. "On the one hand, I'm already having a pretty good time playing with Leon Jr. here. On the other hand, we do actually need to study your nuts, and we've only got the room for the afternoon. So here's my proposal." She let go of his member for a moment. "First you let the four of us try out some things on your balls -- which is going to be painful, I know. Then afterwards, you come back with the four of us to our room, and we all...help you feel a bit better."

Leon tried to ignore the way his cock twitched at those last few words, or the way it ached for his partner to start stroking again. He swallowed. "What...what do you want to do to my balls?"

"We were thinking some kicks and knees and things," Willow answered. "Enough to see how a man really reacts. None of us have really hit a guy in the nuts before, so we were kind of hoping for some real-world experience."

"We'll play nice," Jewel continued, reaching down and hefting his sack in her hand. "After all, we want to be sure they still work afterwards."

Leon swallowed nervously. "I'm, uh...I'm not sure you all realize how much it actually hurts to get hit down there. I can't just let you whale on me for an hour."

"Of course not," Kara replied. "We know you've got limits -- we'll be careful."

"Yeah," Nora agreed, nodding. "Safety first, right? We're not gonna let you get hurt."

The words were reassuring, but Leon was still less than convinced. "I know, I just..." He bit his lip, hesitating. "I'm still not sure."

"Tell you what," Jewel interjected, letting go of his sack. "You're dealing with a lot of new information all at once, so it's totally understandable that you're a little confused. On top of which, I imagine this little guy is more than a little distracting right now."

Leon let out a quiet moan as her fingers closed once more around his member, the stiff flesh throbbing at her touch.

Jewel grinned. "Yeah, I thought so. I think we should probably take care of that problem before we move on to any others. So, what do you say I get you off right now, and then we can discuss the rest of this stuff afterwards?"

"Sounds...nngh...sounds good," he replied breathlessly, fighting the urge to buck his hips as the female tightened her grip.

"Great." Jewel glanced over her shoulder at her suitemates. "Is it cool if I take this one?

Kara nodded, still looking a bit flushed at the whole situation. "Go ahead."

"Yeah, I'm enjoying the view from here," chimed in Willow.

"I mean, I could do it better," teased Nora, sticking her tongue out.

"Oh shut up, sis, you'll get your chance." Jewel looked back to the task at hand, just as Leon groaned and a short spurt of pre coated her hand. "Besides, he seems to be enjoying himself well enough."

"Not as much as he was enjoying my ass earlier," her sister fired back playfully. "Though really, who could blame him."

"Oh really." Jewel glanced up at Leon, whose eyes had squinted shut in pleasure. "So you're an ass man, huh? Y'know, Nora ain't the only girl in this family who inherited some booty."

If he'd had the spare brain cells to process everything that was going on, Leon would have been blushing a deep red; of course, that blood was diverted elsewhere at the moment. "Uh...w-well," he stammered, forcing his eyes open to look at the woman between his legs. "I've never really...ahhh...never really thought about it."

"Well only one way to find out, right?" Jewel grinned, climbing up from her kneeling position. "If we're going to be getting intimate later, I don't see why we shouldn't start now."

Leon watched dumbfounded as the redhead quickly pulled off her shirt, followed in short succession by her bra, pants, and panties. Then, before Leon could even summon the presence of mind to say something, she turned and hopped onto his lap, treating him almost like a chair. She sat there for a moment, waiting expectantly.

"Um." Leon blinked.

"Come on, don't be shy." She grabbed his hand in hers and guided it to her rear, leaning forward as she did so. "I don't spend so much time on my figure just for battling, y'know. Gimme a feel."

Shy or not, Leon didn't need any more encouragement. Gently he ran his fingers across the firm flesh, enjoying the feel of her smooth skin. He gave her behind a firm squeeze, his arousal spiking even higher as she let out a contented sigh. God, he thought to himself, the girls in Playboy don't even look this good. Soon Leon let his other hand fall to her behind and join the first. He cupped her rear in his hands, tracing all the curves he could see and imagining those he couldn't, wondering how she'd react if he just spun her around and started rutting--

"...yeah, I'm pretty sure he likes it," murmured Nora, watching Leon's dumbly satisfied expression. "I'm surprised he hasn't creamed himself already."

Jewel smiled, her shoulders relaxing slightly as she enjoyed Leon's continued fondling. "Now now, sis, I'm sure he's got a bit more control than that. Besides, we're just getting started. Isn't that right, Leon?" she asked, scooting back to rub her ass against the thick length behind her.

Immediately Leon let out a vocal moan, tossing his head back and making a few quick instinctive thrusts against her rear. It took a moment before he could force himself to stop, and by then he was practically trembling, his cock still pressed up against her and sandwiched between her cheeks.

Jewel's eyes widened and she stopped for a moment, surprised at the strength of his reaction and the strength of the pulsing she felt behind her. She turned to glance back at Leon. "Geez...you're really close, aren't you?"

"Y-yes," Leon stuttered, fighting the urge to thrust up against her and just end it. It couldn't take more than a few seconds, and just the thought, spilling his seed all over the curvy female...

"Well, I guess that makes my job easier," she quipped, setting a hand down on his thigh and giving it a friendly squeeze. "Relax, nobody's gonna think less of you if you're quick to blow. We've been teasing you for the last twenty minutes, after all." She paused, glancing down at herself. "Still, I wouldn't mind a little foreplay if you're up to it. Do you think you can hold out for a few minutes?"

Foreplay, foreplay...Leon forced himself to calm down and focus, despite whatever feelings might be running through his body. "I can try," he replied shakily. "What do you, um...what do you want me to do?"

She chuckled. "Well, what would you normally do with a girl?"

"Uh." Leon ran through his limited list of experiences with the opposite sex, trying to remember what had worked in the past. No one thing really stuck out in particular...but it couldn't hurt to start with the basics, right? They were called erogenous zones for a reason, after all. He detached one of his hands from her rear, moving it to the swell of her hip and continuing upwards.

Jewel shivered as he traced a finger up her stomach, taking his time to meander up her rib cage, careful not to scratch her as he continued up the underside of one breast and finally came to a stop at her nipple. She let out a little gasp as he gave it a quick tweak between his fingers, then relaxed again as he opened his palm and cupped her tit in his hand. She inhaled as he gave the mound a soft squeeze, his touch hot against her skin. "N-not bad," she admitted. "Not bad at all."

Leon was definitely enjoying himself as well, leaning forward to look over her shoulder at the rack he was fondling. At the sight of the redhead's ample chest his cock twitched forcefully, stiffening even further as he continued to play with her breasts. Jewel seemed to feel it, too, pressing back against his member in response and earning a short grunt from Leon for her efforts.

It was then, as Leon tried once again to distract himself from Jewel's taut behind, that he suddenly remembered that they were not alone. In fact, the three other girls in the room were still sitting just a few feet away, watching with rather rapt attention. Nora had her eyes locked on the pair, her eyes opened wide and her hands folded discreetly in her lap...though on second look, one of those hands seemed to have slipped beneath her waistband. The blonde, Willow, was a bit more obvious, one hand sliding up beneath her shirt to play with a breast. And Kara -- of course, Kara. Even now, Leon felt his heart skip a beat at the sight of his crush. At the moment she was nervously biting her lip, somewhat flushed at the open display of sexuality, but still quite focused on the act.

Just as Leon was considering the romantic repercussions of hooking up with his crush's roommate -- right in front of her -- the two locked eyes. Leon felt his heart plummet like a stone. What was she going to think after this? He opened his mouth as if to say something, then thought wiser of it. What exactly was he going to say, anyway?

But then she smiled warmly, and Leon felt much more at ease. Hell -- she'd set the whole thing up, right? She had to be cool with this. Heck, maybe this was her way of saying "I like you".

Anyway, thought Leon, focusing again on the task at hand. He turned his attention back to Jewel, giving her tits another friendly grope and enjoying the feel of the warm flesh in his fingers. At the same time he slid his remaining free hand around the curve of her hip. After a moment he allowed his fingers to begin creeping up along her thigh, moving slowly inwards towards his next intended destination. His member throbbed once again at the thought.

Jewel took notice of his renewed attention and glanced up at him with a grin. "Mmm. Go ahead, I'm not gonna stop ya." She adjusted her seat, shifting to give Leon better access.

Leon felt himself grow even hotter, blushing slightly as she spread her legs wider for him. From where he was seated, he could see just the slightest hint of her sex, and even that was enough to make his arousal spike once more. He spared a quick glance down at his member, still throbbing stiffly against her ass, and wondered how good it would feel to be inside of her. Just the thought of those tight walls milking his rod, begging for his spunk--

He stopped himself again, shuddering as a short spurt of pre shot from the end of his cock. He had to hold out a little longer, for her sake and for his. Carefully his fingers traced along her inner thigh, moving in tentative circles but always moving closer, getting warmer, until finally his thumb brushed against something--

"That's it," Jewel breathed, leaning back into his chest as he brushed lightly against her clit. "See, I knew you knew how to do this."

"Th-thanks," Leon replied, trying not to lose focus again as she shifted in his lap and rubbed against his member in the process. "But I don't know how much longer I c-can...ah..."

"Yeah, I can feel it -- you're hard as fuck back there, aren't you?"

Leon groaned in assent.

Jewel grinned. "Well...hang in there as long as you can, but blow when you need to. I don't wanna give you blueballs or anything."

"R-right," he stammered, his words catching in his throat again as his fingers came into contact with her outer folds. She was wet -- very wet -- and the knowledge just made him that much hornier as he ran a finger along her entrance.

"Nnph." Jewel continued to melt back into his chest as Leon did his work, reaching down with her own hand to assist the male. Gently she spread her lips, inviting him further inward. Leon needed no further prompting. Jewel exhaled happily as he slipped a finger inside of her -- then let out a quiet moan as a second finger quickly followed suit.

Leon shuddered as she shifted again in his lap, each tiny movement rubbing against his length and sending waves of pleasure through his body. Carefully he pressed onwards, fingertips stroking along her inner walls, hoping to bring her to her peak before he reached his.

Jewel let the male work for a minute, watching his fingers work their way in and out of her slit, trying not to squirm at the risk of making the oversexed male bust a nut -- though she was more than happy to vocalize, letting out a moan as Leon pinched one of her nipples. The redhead found herself burning up much more quickly than she'd expected. Either Leon had had some practice with girls before or he had one hell of a natural talent. Or both, she thought, fighting down a squeal as he continued to assault her now-dripping slit. "If you're this good with your fingers," she gasped, "I'd love to s-see what you can do with the rest of your body."

"Yeah, well." Leon panted, both hands working to tease the female into a frenzy. "Maybe later." He ran his fingertips lightly over her bust, starting with the left mound, then dipping down into the valley between her breasts before coming back up to play with the right.

"God, I hope so," she answered, biting her lip at all the stimulation. She shuddered as Leon pushed even deeper inside of her, exploring her inner depths. Her pace quickened as he drew close to a particular spot -- a spot she had come to know quite well on her own. Her fingers tightened on Leon's thigh. "Ah, wait...L-Leon?"

"Yeah? What is it?"

"Go left." She inhaled sharply as his fingers danced inside of her. "Good. N-now curl upwards a little bit..."

"Like this?" Leon asked, rubbing gently against her wet walls.

Her body tensed in preparation. "Yeah, y-you've almost got it...just a litt-- there, there! Oh fuck," Jewel moaned, her sex clamping down tightly on his digits. This time she couldn't help but squirm, grinding down into his lap as his fingers rubbed across all the right places. "Yes, there!"

Leon groaned weakly at the pleasurable sensation, his focus slipping as she rubbed against his rock-hard erection. At this point he could practically see fireworks going off in front of his eyes -- he felt ready to explode any second. "A-Aah--Jewel!"

"Just k-keep that up," Jewel replied, her voice almost a laugh due to the pleasure rippling through her insides. "Mmph. Damn you know how to show a girl a good time."

Leon's heart thumped rapidly, his breaths growing shorter and shallower. He made a few short thrusts, hips bucking as the last of his self-control began to crumble. Another shot of precum fired from his prick as he rubbed up against her behind. "No, Jewel, I--" he gasped, "I-...I'm gonna-...!"

Jewel felt the length pressed up against her twitch forcefully and realized what was going on. "No no wait!" she groaned, squirming, "wait, but I'm not...you...oh just come here!"

Suddenly Leon felt not just one, but two hands join him at the intersection of her legs, as Jewel put both of her own hands to work. The woman moaned as she spread her entrance wide and forced another two fingers inside herself, joining the two fingers already there. Leon did his best to hold back the flood as her hand wrapped around his, guiding him to the proper spot, to the itch that needed scratching...

"Ah!" Jewel squirmed in his lap, her walls clamping down on the thick mess of fingers as her body sought the proper touch. "Oh god--that's it, r-right there, you--aah!"

Leon knew well enough to expect the sudden spasming of her sex around his fingers as she climaxed, and that sensations alone probably would have been enough to make him blow his load. What he wasn't quite as prepared for was the sudden, feverish grinding against his prick, Jewel pressing back against him and rubbing fervently enough to make his toes curl. Instinctively he pushed his fingers deeper inside of her and thrust up against the female -- which just made her buck that much harder. It was too much. Leon cried out and arched his hips as his cock twitched and exploded, a hot rope of spunk firing up Jewel's back. He rubbed up desperately against the woman in his lap, his thick length jerking violently as he let loose spurt after spurt of seed. He moaned loudly as his orgasm overtook him, gripping onto Jewel tightly as he rode out his climax.

Jewel let out a squeal of her own as her orgasm ripped through her. For a few short seconds her body shook, body shaking as the wave washed over her -- and then it was over, her pent-up energy released in one huge burst of ecstasy. She continued to rub at her slit as she descended from her peak, grinding back against the guy she'd met only an hour ago. He was good, she had to admit -- Kara had good taste in men. She moaned contentedly as Leon squeezed her chest and the length pressed up against her throbbed in release. And to think, there was still so much fun still to be had...

Leon continued to frantically hump his partner for a few more seconds, his hips bucking erratically, before he finally came down to join the female. As he made a few last halting thrusts, he glanced down at his handiwork and gave a tired grin. The small of her back was now painted in his essence, strings of spunk splashed her otherwise flawless skin. Beneath that sat his cock, still stiff and eager between her cheeks, pulsing with his heartbeat. He slid his member up against her rump one more time and shivered, the stimulation too much for his spent manhood. Happily he slumped forward and rested his head on the woman's shoulder, taking advantage of the opportunity to give her breasts another gentle squeeze. After all, he thought, how often does a naked chick just jump in your lap?

Jewel glanced back over her shoulder and grinned. "You, uh...you feeling any better, stud?"

Leon's tongue was hanging out in lazy pleasure; it took a moment for him to summon the energy for a response. "Yes," he panted. "T-thanks."

"No problem," she replied. "Glad I could help." She tilted her head to kiss him on the cheek, smiling to herself as she heard him moan in response and felt one final spurt of seed fire up her backside.

Leon blushed at the kiss and blushed even harder at his body's own reaction, but it couldn't be helped. Even now, his member continued to throb against the naked woman in his lap -- though it probably didn't help that she kept shifting her weight and thus rubbing her ass against his needy length. It was more than a little distracting. Already he felt ready for round two.

It looked like things were moving on, though, at least for the time being. "Alright, then," piped up Willow, drawing Leon's attention back to the other women in the room.

"Thanks for the show, you two, but now we need to get some actual work done..."