I was sitting up between her legs and as I removed her panties I let them drop and they fell on my cock. I let them lay there as I lifted her leg and sucked her toes. You never really know if a girl will get ticklish or not but she seemed to like it. Her eyes closed as I kissed and sucked each toe. I kissed up one of her legs and slowly made it to her inner thigh. I heard her sighs as I kissed that soft, tender skin of her inner thigh. I could smell her sex as I got closer. I felt her body slightly tense up as my mouth met her pussy. My tongue slipped between her lips and I tasted her juices. It was so sweet. She was so clean and tasted so sexy. I didn't realize it but my hand went to my cock and I wrapped her silky panties around it and rub it wrapped in her panties. I didn't think she was watching but I didn't care as I tasted her juices and started licking her pussy. I felt her clit as I lick up towards the top and felt that surrounded area of her spot. She moaned and grabbed my hair again. I licked around her clit and then down and stopped at her ass hole. I wasn't for sure if she would like it but as her fingers tightened with a handful of hair in them and she lifted up to give me access I figured she did. I licked around it then back up to her clit. Sucked it in my mouth and worked her clit as I sucked it and kept it in my mouth. Then back down and I tried to push my tongue into that tight young pussy. Then down to her ass. She was getting really horny I believe at this point and for the first time I heard something other than a pleasure moan from her mouth. "Oh Chuck, Oh damn...Yes Chuck...Keep going...keep going" She continued to say. As I went back up to her clit I let my finger slip inside her now wet pussy. It was easily soaked and well lubricated with just slipping it inside and wiggling it around a little. It felt so soft and warm inside her. I slipped it out and then started rubbing it around her ass. "Oh yes...oh yes", she whispered. "Don't stop, please", I heard her say it and I continued to rub my finger around that tight ass hole and started to push it in.I sucked that clit of hers in my mouth and continued to work it with my tongue and started easing my finger inside her ass. "MMMmmm", she let it slip from her lips as she felt my finger slip inside her ass. " Oh Damn, Yes, YES"It was easy to see she was enjoying this so I started working that clit and fingering her ass. My first finger went inside her ass and my thumb was able to slip in her pussy and her hard clit was swelling by the second. I could feel her body shiver as she started getting close to her climax. I was at least feeling good about my ability as I knew she wasn't far away. She bent her legs and brought them up and beside my head and she squeezed my head between her legs as she shook almost violently. "Oh Chuck...Oh Chuck...Yes...Yes...yes..." it trailed off but only because she was lost in her orgasm. I felt her ass squeeze my finger inside it, her soft thighs had my head squeezed between them where I thought I could stay for awhile. She had every muscle in her body tensed at the same time. I was trying to breath myself since I had my mouth filled with her pussy, my nose was pressed in her bush, my head surrounded with her warm,soft thighs as I slowly slipped my finger from her ass. "Oh...Oh..." I could hear her moan with each little movement of my finger to slip out of that tight ass. I kept slowly licking her clit. Sicking gently as I did. I stopped and slowly kissed up her stomach and finally reach her nipples where I sucked gently on each one. They were so hard. I cupped the other tit in my hand as I sucked on nipple. Then I heard her say, " You like the feel of my panties on your cock."I looked down and notice her panties were still on my cock now hanging off the stiff, rock hard cock I had now. I felt her hand grabbed my cock and wrapped them back around my cock as I sucked her nipples and stroked it slowly through the silky wet panties. I moved up a little higher over her body as she worked my cock inside her panties. "You like that don't you ", she asked. "Put them on for me, will you", I heard her asked but I didn't really think she was serious."I can't do that, a guy don't wear panties," Even saying the words made me feel hornier. The word panties itself had some sexy thought with them. "Come on, please, I want to see them on you. PLEASE..." "I can't Nicky", I replied back. "I doubt they would even fit me.""Let's see", she said as she pushed me back and sat up. She held them out and I was still loaded so I thought what the hell. I let her place them on my legs and she pulled them up and I stood beside the couch and she pulled them up, She sat on the edge of the couch and rubbed my cock through the skin tight, silky material. "Damn, those look so hot on you. I can see you through them." Her soft, slender fingers traced my hard, sensitive cock through the thin material. She reached underneath with her other hand and cupped my balls in her hand and panties, squeezing gently. Massaging them through the material. Another spot formed almost immediately at the tip of my cock.She placed her lips against the shaft and I felt her warm breath through the thin material against my cock. She nibbled it through them. My cock jumped slightly as she did. "You like this don't you." There was no way to deny it as the spot grew. She reached inside on leg and pulled my cock out the side and started licking it again. I had to decide pretty quick. Was I going to let her suck me off or did I want my cock inside that wet, warm, sweet, soft pussy. I wasn't going to be able to stand much of this again. Those lips were so soft and seemed to form just right around my cock. I knew where I wanted it and I sat between her legs and pushed her back. She didn't resist at all and spread her legs as I slipped between them and held my cock as I did. She held it as I brought it to her pussy and rubbed it back and forth across her wet lips. I pushed in and she moaned as I slipped inside. Again, I am no, spread a pussy apart big cocked guy but she made me think it as she gave the sexiest moan as I slipped inside her and took a deep breath as she made me feel like I was spreading her open. "I have never had a guy have sex with me wearing my panties but I think I like the feeling of the lace and material against my body as I feel you inside me", she told me. She grabbed my ass through her panties with both hands. "Don't stop, this feels so good", she continued to say as I started a slow rhythmic movement in and out of her. The feeling was so great. She not only felt so good but she was making me feel like I was the best cock she had every had. Her sounds of pleasure sounded so good as I pumped that pussy and she rubbed my ass through her panties. She had her legs bent and soon had then wrapped around my back. I could feel her little feet rubbing her panties across my ass. It wasn't going to take long. "Oh Nicky...Oh damn baby...I can't...I won't.." I tried to finish it but hearing her saying "Cum baby, go ahead, cum sweatheart" slipped from her mouth was enough to make me finish with everything. "Oh cum inside me Please!"I exploded inside her and felt her fingers dig into my ass through her panties. Her legs tightened around me and pulled me deep inside her. She wouldn't let me go. "There you go baby...every bit. Let it all go" she said as I felt my first 2 or 3 squirt hard inside her then I felt her muscles tighten around me with each spasm I felt go through my body. I felt her hands gently rub her panties over my ass. "You like these don't", she asked. "They make you feel good don't they". I didn't know what to say. I just knew that between that tight young pussy and her tight silky panties molded to my body I felt slightly embarrassed but horny as hell. "It's OK. I like them", she said as her one hand slipped across my ass and the other ran up my back. Her legs still wrapped around me. Holding me inside her. I reached a hand underneath her ass and lifted her up and let my cock slip just a little deeper. "Mmmm", she whispered slightly out her lips as she pulled my neck to her and started kissing me gently on my neck. I felt my cock starting to grow inside her and she smiled as she pulled away a little. " I've never had a guy get hard that fast before. You can go again?", she asked with a question in the tone of her voice. I grabbed her ass and we turned slowly over and I got her on top. She sat on my cock and looked down at her panties on me and commented on how cute they looked and sexy. I could only look at those beautiful, somewhat small but beautifully shaped tits. They barely hung with a natural look but they were so firm they held their shape beautifully.She reached over and grabbed her bra, laid it across my chest and started playing with my nipples through the soft nylon cups. She started slowly lifting up off my cock. I could look down and see it slip from inside her, her cute panties on me and her playing with my nipples through her bra. Then she slipped back down on it and it disappeared completely inside her. I started massaging her breast and rolling her nipples between my fingers. That's when she asked me, "Will you let me hook my bra on you. I think it will look so hot on you." I guess if I was going to get kinky with a woman, a cousin would be good. She probably would never tell anyone. That's were we will stop as I sat up and let her slip her straps over my arms and I felt her soft hands go around my body and pull the elastic tighter as she pulled it around me.