"Ahh- You're gonna make me cum". Lev whispered.

His tense hands grabbing onto my face as I sat on my knees before him. Taking his dick in my mouth and letting my fingers rub the length.

His face was red and his legs were shaking.

It was nice to see someone so affected by my head.

"Are you sure you're about to cum"? I asked teasingly as I popped his tip from between my lips and looked up at him.

His lips parted and he made a desperate face.

I watched as a white pearl appeared from the head of his dick and sat patiently on top of that pink tip.

"Mm- you are". I smiled.

I leaned in and gently licked the bead of cum from him. He squinted his eyes and watched as I tasted him.

I heard him gasp, the sensation becoming almost too much for him.

"I'm gonna cum". He whispered again, completely closing his eyes and letting his head tilt to the side.

His hands held onto my face and I placed my thumb on his tip, rubbing small slow circles.

"Mm". His breath hitched and then he grunted.

His abs tightening up as he shot warm cum at me, I let it hit my face and run down to my tongue.

He moaned as he was forced to surrender that load he'd been holding onto.

"So much"- i laughed taking another look at his face.

He opened his eyes to see me covered.

"Can you... suck the rest off". Lev shyly requested.

He wanted me to fulfill every fantasy.

"Mhm of course". I said as I leaned back down to finish sucking his cock clean.

"Please", he whispered.

He was so sensitive and cute.

"You don't have to beg I'm already down here". I told him, gripping his dick and slowly jerking him off, bringing his orgasm to a finish.

Although shy at first, lev was now having no problem expressing himself to me.

And with him shaking, I stood up and walked over to grab a towel off the dresser.

"Geez- you cum so much". I announced as I began wiping my face clean.

The warm cum clinging to the towel that I knew I was gonna have to throw away.

"I do"?- lev questioned under his breath.

"Do you have anymore left"? I smiled, tossing the towel to the floor and walking back over to the man on the bed.

"Um.. I'm not sure. I'm really sensitive now". He told me. I bit my bottom lip trying to contain myself, it was hard to remember this was his first time.

I placed my hands at the bottom of my shirt, and then slowly began lifting it over my head. The lack of bra, exposed my boobs to lev. And his eyes went wide.

"It's ok". I responded to his hesitant body language.

I knew how bad he wanted to reach out and touch them. So I reached for his hand and brought it up close, placing it gently onto my bare skin and letting his fingers lightly grasp at my chest.

His other hand followed and he rubbed my nipples like he was astonished by the sight.

I stood there watching him.. interested in his behavior.

For a self proclaimed shy virgin, he sure was acting horny.

I was getting tired of standing, so I walked forward and lev leaned back. I put my knee onto the bed beside him, and then my other on the opposite side. Now straddling him and sitting on his lap. We faced eachother and he quickly returned to playing with my boobs.

"How about you use your hands for something else"? I asked with a smile. Lev nodded his head slowly and his eyes were gleaming.

I grabbed his hands and guided them behind me, my arms stretching backwards to place his hands on my ass. Then I returned my arms in front of my body and wrapped them around levs neck.

Without giving much warning, I moved my body forwards and pressed my chest against lev, grinding our lower halfs and earning a small sigh from him.

I moved backwards and felt myself begin to get wet, grinding on top of him like this was ideal.

I continued to ride on top of him.

His grip became stronger and more natural, as his sighs turned to small moans.

I could feel him getting hard again beneath me, as I rubbed on top of him and allowed him to sit there and get pleasured.