Fleshy Femme Fatale – Part 2

This is Part 2 of a Series called Fleshy Femme Fatale. Originally written as a stand-alone story, Fleshy Femme Fatale had potential for growth and what you see below is that growth. I suggest you read Part 1 first but Part 2 could also be read as its own stand-alone tale.


It had been a few weeks since she had first discovered her fondness for his fleshlight, she played with it as often as she could. The supple feeling of the fake labia against her own inflamed lips drove her to some of the most intense orgasms she could remember having. Her legs were often weak and wobbly from the frequency of her masturbation. During this time she had stopped having sex with her boyfriend and was solely masturbating and he was starting to complain. She had considered buying herself her own fleshlight so she wouldn’t have to keep borrowing his until an idea dawned on her that would solve her problem and his.

The house was dark when he got home that evening, she was lying in bed in her sexiest lingerie with a single candle lighting the bedroom. As he entered the house she called to him, “Come to the bedroom, don’t turn on the lights”. She heard him eagerly making his way to her door, the occasional grunt heard as he bumped into the furniture in the darkened hallway. As he opened the door his eyes feasted upon her body. Lying on top of the doona, her long legs were encased in her sexiest nylons. His gaze followed upwards until they came to the clips on her garter belt suspenders. He’d always had a fetish for the pin-up style stockings and garter belt and she knew this would get him very excited. She studied his face as he drank in her legs. He continued upwards, pausing hungrily on her french knickers. Not as revealing as a g-string, she still considered them to be sexier as they hinted at what was underneath without giving it all away. Her belly was covered in the dark, gauzy material of her chemise top, the candle light flickering in the room gave flashes of what was underneath as he continued upwards even further. His eyes bulging as they drifted over her lace encased breasts. She felt a wave of excitement course through her body as she watched his very obvious bulge twitch as he stared at her breasts. Finally he made it to her eyes, she felt her heart race as she saw the look of primal lust in his deep blue eyes. Her outfit had done what she had intended, he wanted her beyond all other things in this world.

Having gotten his full attention she motioned to him with one finger, hurriedly he rushed to her, sinking to his knees beside the bed, bringing his face down to hers. She softly whispered in his ear, “You are mine tonight. When I give you a command, you will perform it without question. Do I make myself clear?” Obediently he nodded, his pulse pounding in his ears as his excitement levels rose sharply.
“Your first order is to strip off your clothing.”
No sooner had the words left her lips were his clothes falling away from his body. She had always enjoyed the sight of his body. He was not Hollywood hot but his chest was broad and strong, his legs, long and thick, and he exuded a manly confidence that made her swoon when she saw him topless or nude. Tonight was no difference, she felt a moistening between her legs as he pulled his shirt over his head and his muscled back came into view. Bending over as he lowered his pants, his round butt caught the candlelight and she caught her breath momentarily. Completely nude now he turned around. The soft lighting only enhanced the appearance of his rigid cock. She was impressed with her own creativity tonight as she noticed the head was shiny from precum. As he stood there it lightly bounced up and down as the blood in his body coursed through his masculinity. His musk filled the room and her senses and she drank in this heavenly sight of manliness.

Once again he knelt before her awaiting instructions. She turned to look at him waiting eagerly for her command, “You will stand before me and masturbate yourself but you are NOT to orgasm, not until I am ready for you to.”
Standing to attention he grasped himself with one hand, slowly wrapping each finger around his impressive girth. Slowly pumping himself she watches his face as he masturbates himself, pleasure evident on his face as his hand runs up and down his shaft, occasionally he squeezes the head, smearing his natural lubrication over himself.
“Good, my pet, but remembering, no orgasm, not until I say you can.”
He moans from her words, she has calculated his arousal to perfection.
“Stop pet, you will now lay down on the bed next to me and close your eyes”
He lies down on the bed next to her as she moves about the bedroom. Whilst he is lying on the bed alone with his eyes tightly shut she reaches under the bed to get her secret weapon. She climbs back onto the bed, this time with no knickers on and she gets on all fours above him, only she is upside down. She can feel his head between her legs and she gives him a quick squeeze to let him know what is positioned tantalising close above his face. Her aroma is stronger now, her moistness increasing as she lowers herself onto his face. He is expecting her mouth but just as his outstretched tongue makes contact with the burning hot flesh of her throbbing pussy, she delicately, almost painfully slowly lowers the fleshlight over the tip of his aching cock. He moans, a long and intense sound as she sinks herself lower onto his face while simultaneously forcing more and more of his cock into the lubricated fleshlight. Sitting on his face she commands him, “Lick my pussy, each time your tongue moves over my clit I will move the fleshlight, each time you probe my pussy the fleshlight will spin around your shaft. Do you understand?”

She heard no words or acceptance, she only felt the divine pleasure of his powerful tongue snaking its way over her hardened clitoris before probing deeply into her quivering cunt.

Each time his tongue moved, she would move the fleshlight, either up and down on his pole or spinning around it. The sensations from either action were enough to encourage him further. She sat upright, freeing both hands to hold the fleshlight as she smothered him with her body. He could still breathe between her lips. His nostrils filled with her sex, his face covered with her arousal. She was enjoying riding his face and from the quickness of his breathing, he was enjoying her fleshligh ministrations. His balls had tightened up against his body, she knew he was getting closer but she had not had enough. Not yet. He had already brought her off a dozen times with his tongue, each orgasm flowing into the next, her thighs quivering from each body-shaking orgasm that coursed through her body like lightening. And each time he just kept licking and sucking on her, pushing her further and further into orgasmic bliss.

He was licking her for all he was worth, she could see that he wanted to cum, his cock was throbbing and straining and he would occasionally thrust up in an attempt to get deeper into the fleshlight. Each time he pushed in she would chastise him for it, threatening to stop altogether if he continued. Then it happened, he tried it one to many times so she removed it completely.
“I warned you pet, but you had to test my patience”
All he could do was whimper, his straining cock pointing towards the ceiling, veins visible on the side as the blood coursed through it and the cool air met the lubricant smeared all over it. Moving quickly she jumped up, spun around, and sat herself down on his cock. She also pushed the fleshlight into his face.
“Every time I see you lick this fleshlight I will bounce on you, every time you probe it, I will squeeze you. You are not to cum inside me though. Understood?”
His tongue flashing out and over the fleshlight was all it took before she started bouncing up and down on his pole. His tongue had felt amazing on her clit but when it probed her hole it left her desiring a deeper filling. His thickness buried inside her was too much for her, the constant orgasmic state she was in from the licking was pushed on by his eager tongue work on the fleshlight. She found herself bouncing and squeezing him until he suddenly stopped licking. She was surprised and confused at first until she realised that he was being a good boy. She had been fucking him so well that he was almost about to cum and she had forbade that. Smiling down at him she leaned forward, kissed his cheek, and gotten off him, spinning back to sitting on his face. Inserting his cock into the fleshlight again she told him, “You may cum in your other girlfriend’s pussy now”.
He grunted deeply as she spun the fleshlight around his cock as she dropped her pussy onto his face and rode him again. Squealing with delight she had orgasm after orgasm as he licked her faster and faster as she pumped him harder and harder until with a twitched he started. The first pulse was like clearing your throat, the second pulse was the real deal. An hour of build up had coaxed his balls almost into his body and he unloaded a steady stream of cum into his plastic pussy. She kept pumping it up and down on his cock, the pleasure turning to pain and back again as he continued, spurt after spurt of thick, ropey cum gushing forth. Feeling his body thrashing below her, she rode his face like a bucking bronco, his tongue licking her everywhere as she continued her pleasure assault on his genitals. It felt like forever for those fifteen seconds of pleasure to wash over him until finally his balls could pump no more and he was left a twitching mess. She pulled the fleshlight off of his softening dick and brought the messy toy to her face. Once again imagining it to be another woman she licked it, this time tasting his scent upon it. She ate it out like it was a real woman, a woman that her boyfriend had just fucked and emptied his balls into. Her desire for pussy was growing as she buried her tongue in the toy, cleaning his seed from it.

She was still sitting on his face as she licked the fleshlight clean, he continued to run his tongue over her lips and her clit. Breathing deeply again she rolled off of his face and fell to the bed beside him. Turning towards him she kissed him deeply, tasting herself all over his face. Completely spent they both drifted off to sleep, him grateful for his amazing girlfriend, her with thoughts of a real woman on her mind. Perhaps soon she will make the jump from fleshlight to flesh.