The one thing that Kim hadn't counted on was that Theo might have weapons of his own in his aresenal. And one of those weapons was his kiss.

You see, Theodore Franklin wasn't a good kisser–he was a GREAT kisser! Although he had no experience and certainly no one had taught him how to kiss, he just seemed to inherently know how to make a girl's heart skip a beat and her pussy dampen with just a kiss.

Theo brought his lips to bear on this seductress now and suddenly the predator was the prey! His hands moved around her waist and to the small of her back as his kiss made her tremble in his arms. Kim's eyes opened wide in surprise then closed as she reveled in the moment.

One hand came from around his neck to reach behind her and push his hands down a bit further onto her ass and he knew what she wanted.

He grabbed two large handfuls of her ass cheeks and squeezed them as she moaned into his mouth. Her lips parted and his tongue took the opportunity to seek out hers and they played together between their mouths.

Finally Kim pushed him back a step, breaking the kiss.

"Ohmygod Theo! What was that? Who taught you how to kiss like that?" she gasped, out of breath and weak-kneed.

"Why, wasn't it good? I've never kissed a girl before except maybe a peck on the cheek to my mom."

"Holy shit, Theo, that was the best kiss I've ever gotten! It was incredible!" She pulled him back into another kiss, this one equally as powerful. Kim could feel her pussy tingle.... something she hadn't felt with Todd for a while now!

Theo devoured her, feeling more confident now. He was taking charge of an awkward and intimidating situation and turning it to his advantage!

Kim pulled him tighter to her as she kissed him and her hips naturally moved closer to him. She felt something she wasn't quite sure of. It was in the right place but it was much too big! She pushed up against it again. Yes it felt familiar... was that what she thought it was?

Kim brought her hand down to investigate. And what she felt made her pussy gush.

"Oh my God Theo! What is that?" she said, her hand still on the bulge in the front of his slacks.

"It's my... you know... thing! My penis."

"No it can't be... it's too big! Even Todd's isn't anything like that!"

"No it is. Really."

"Can I... see it? Please?"

Theo thought it an odd request, but since they were alone he didn't see the harm. He stepped back a half step and unzipped his pants. He started to reach in and fish his cock out but she stopped him. "Let me do it."

Theo let her reach into his fly and she moved her hand through the opening in his boxers to find what she was looking for. But when she put her hand around it, it felt like she had a sewer pipe in her hand!

"OH MY GOD, Theo!" she said wide-eyed. She pulled out what she had her hand on for a visual confirmation and she was amazed at what came out of his pants. It was the biggest cock she had ever laid eyes on!

"Theo, where have you been hiding this!" she began stroking the hardening shaft feeling the soft silky skin contrasting with the hardness underneath. "How big is this monster? Have you ever measured it?"

"I don't know, I've never actually measured it."

"Does your mom have a tape measure? Like in her sewing kit or something?" 

"I think there's one in there."

"Go get it. Let's measure this beast!" Theo went into the storage room where she kept her sewing kit and found it.

Kim got him as hard and big as she could (which Theo didn't mind at all!) and then she measured him. A whopping nine inches long and nearly three inches thick!

"Oh Theo! Oh you are a girl's dream! Here sit down!" she pushed Theo down onto the chair he'd been sitting on. She unfastened his pants and pulled them down then his boxers.

Theo raised up a bit to allow her to remove his clothes. She pulled them off his legs and laid them on another chair. Since he was at home he wasn't wearing shoes so she didn't have to worry about that. 

Kim spread his legs and scooted between them she held the huge cock in front of her licking her lips eagerly. "I have to have this cock. I hope you don't mind!" A statement that was not only unnecessary but ludicrous for even asking!

Kim started by licking from the base of his cock to the tip. swirling her tongue around the head with each lick. She moved around his cock as she worked to make sure she got the whole shaft wet.

His cock tasted as good as it looked too–slightly salty, but not at all unpleasant.with his cock now pre-moistened, she moved over the tip with his cock pointed right at her face she licked her lips.

She pushed her mouth down on the tip opening her mouth as she took him in. Kim had sucked enough cock to know how to do it, although this one would definitely be a challenge!

Kim moved down the meat pole, taking it in her mouth as she did. Getting her mouth around the girth wasn't the problem but his length–she wasn't sure she could fit the whole thing in her mouth!

Todd had a nice sized cock, around six inches long, and she could take him completely in. But she had never deep-throated him... she didn't need to.

Theo, on the other hand, would have to go down her throat if she even hoped to take him all the way. And she wasn't sure if she could deepthroat him.

That would have to wait though. She bobbed up and down on his cock, feeling it grow and harden as she did. Her pussy, however, was wanting to feel his hardness inside it as well and it was getting wetter and wetter in anticipation. 

"Theo, I need you. I need you to fuck me with this monster! I need to feel it inside me right now! Please please fuck me!"

"Kim, before we do anything more you need to know something. I'm... I'm a virgin. I've never been with a girl."

"I see. Well, thank you for letting me know. It's up to you though. This is your first time so you tell me if you want to do this. I know I do, I really do."

"I do too–I just thought you should know you will be my first... in case you didn't want that kind of pressure."

"Actually, I think it's kind of sweet. I would love to be your first, Theo. So long as you are gentle with me. After all, you are the one with the deadly weapon here!" She giggled at her little joke.

The two went to his bedroom where they could use the bed and have more room. Kim began to get undressed and Theo removed his shirt and sat down on the bed to watch his cheerleader dreamgirl getting undressed in front of him.

"So how do you like it?" he asked.

"How do I like it?"

"Yeah, I mean what...um... positions do you like. What do you like a guy to do to you? I want to do things you like."

"Aww honey, I like just about everything. Why don't we start off simply though for now? I'll lay back and you get on top of me. We can kiss and you can suck and lick my tits... that always gets me heated up. Then when I'm nice and hot, you can fuck me and we can see about getting that cherry out of the way!"

Theo moved over her and gently eased himself down on her. Propping his upper body up with his elbows put him at just the right height over her– high enough to let her breathe relatively comfortably, and yet close enough to kiss and be intimate.

Kim put her arms around his neck and pulled him into a long deep passionate kiss. As she kissed him, she ground her hips into him feeling the large cock that was getting ready to penetrate her. Theo was getting excited as well and as they broke the kiss both were panting.

He scooted down a bit so he was level with her tits. Theo thought they were the most beautiful things he'd ever seen. He had seen pictures in magazines and on the Internet, but these were real, they were directly in front of him, and they wanted his mouth on them!

He closed his mouth over one of the pebble-hard nipples and sucked it deep into his mouth. He began flicking his tongue over the rose-colored nub and swirled the tip around it.

"Oh yes! Oh Theo, that feels wonderful! Oh yes, baby, just like that!"

Theo continued to lick and suck and chew on Kim's hard aching nipples guided by her moans and whimpers as well as her hands moving him back and forth between her tits.

Theo would have been content just laying there gorging himself on her tender nipples and making her squirm and wriggle under him.

But his cock ached to get into the game too. And Kim's rubbing against it with her hips wasn't helping the situation. His cock demanded action and Theo was not in a position to argue the point.

Luckily for Theo (and his cock) Kim was just as eager to have his enormous member in her tight hot pussy as it was to get there.

So when he raised up to get ready to enter her, she took his cock in one hand and used her red-tipped fingers to spread her lips and show him her wet pink interior.

"Please, Theo, please shove that big fat cock in my pretty pink pussy! I want you to fill me up, stretch me out, and fuck me hard and deep!"

She guided his cock to her pussy and once the head rested at the entrance Theo gathered himself and prepared to push on into her deeper.

"Wait a minute! I don't have any... protection!"

"It's all right, hon, I've been on the pill now for a couple of years. Mom knew that I was... flirtatious and she didn't want any accidents. I was an accident and she didn't want me suffering the same thing."

"Oh..." he really couldn't think of anything else to say to that.

"It's okay Theo. Now, go in nice and slow. I'm not used to anything as big as you are and I want to feel you stretching me out. I want to feel every inch of that monster."

He nodded and began pushing his cock into her slowly just like she'd asked. Kim let go of his cock and held her pussy wide open as he sank further into her pink hole. She could feel him spreading her open wider and wider and it felt glorious!

Todd was an okay fuck and she liked it when he was inside her, but he had nothing on this nerd! Theo's cock pressed in harder and slid deeper into her until finally she felt it pop and she knew the head had slipped inside her.

Theo stopped there for a moment to let her get used to his size.

"Are you doing okay?"

"I sure am honey! Your cock feels amazing. I've never felt so full and you have only gotten started!"

Then he starting pushing again and Kim's moans increased in both volume and pitch.

"Oh God, Theo! Oh, you are so big... so wonderfully, fabulously big! Ohhh, I feel you... opening me... stretching meee.. Ohhh fuuuck!"

Theo moved deeper and deeper into Kim's tight young pussy, moving deliciously slowly as Kim opened more and more for him. Kim was beginning to wonder if this nerd's cock had another end to it when finally he bumped her cervix just as his balls touched her ass.

"There Kim, I'm all the way inside you. Are you okay?"

"Oh, darling, I am way beyond okay! This feels incredible! Oh, I can't believe how good it feels to be this full! Todd never made me feel this way, even on our first time together!"

That statement made Theo feel really good about himself and gave his confidence and ego a big boost. Having the head cheerleader and most popular girl in school say he was the best she'd ever had was a major coup for him!

Theo began slowly withdrawing his cock and Kim whimpered as the lonely empty feeling started coming back. "Please! Oh, please don't go! Please!" She grabbed his arms in order to prevent him from getting away.

"I'm not going anyplace Kim," he reassured her. When his cock was almost completely withdrawn he stopped and began pushing back into her, a little faster this time. Kim purred happily as she felt him start back down her pink chute.

Theo moved in and out of her four or five times, each time moving a little faster as she loosened up and he became more and more lubricated.

"Okay, Theo, I'm ready. I want you to really fuck me now. I like it hard and deep. Don't worry, I won't break! Think you can do that?"

"If that's what you want, I guess so."

"Good. Oh and I am pretty loud when I get going... a real screamer sometimes. Just warning you–it puts some guys off when I get to talking dirty and screaming out. But if I am, it just means you are doing a damn good job!"

"All right, I'll try."

"You'll do great, baby. With this cock, I'm sure to raise the roof!"

Theo gathered himself and when he was coiled and ready he thrust forward hard sinking completely into her in a split second his nuts slapping her ass as he drove his cock home.

As fast as it touched bottom, he withdrew it again to the spot he had mentally marked, leaving just the head and mushroom cap inside her. Then he drove into her again immediately, not giving her any chance to rest or catch her breath.

Again and again he repeated his hard, relentless, and unforgiving assault on her, pounding away at her like there was a time limit on her pussy.

Kim had underestimated the power of Theo's cock and her ability to handle it. With Todd, he could wail away at her pussy and while she enjoyed it and reached orgasm most of the time, it wasn't anything to really brag about.

The only real notable thing about it was she was being fucked by the quarterback of the school football team. It wasn't so much what was happening as it was who was doing it. It was a status thing not a sexual one.

But with Theo it was totally different. Here was a regular guy, nothing really noteworthy or special about him. He would blend into any crowd. But he was fucking the living shit out of her with his mighty cock!

Kim was rapidly losing her mind as the massive shaft pounded her into submission and she became lost in the indescribable sensations and waves of titanic pleasure that coursed through her. 

"Ohmygod! Ohmygod! Oh Theo! Oh fuck baby, yes! Yes! Fuck me! Fuck me, Theo, fuck me with that beautiful fat cock! Ohhh shit that's incredible!"

Theo knew by her moans and cries that she must be having a good time. Kim was arching her back then humping up at him in opposition to his downward thrusts.

She was clawing at the sheets and tossing her head back and forth all in an effort to process the flood of information swirling around in her head.

He kept pounding away at her like a jackhammer... as if he was trying to punch a hole through her. Kim was crying and screaming and writhing on the bed as Theo's huge thick cock pistoned in and out of her. 

Kim needed release from her torment. Theo's cock was driving her insane and she needed to reach her orgasm–hoping that if she did, her agony would end and the cock punishing work would be finished.

Such was the delirium that clouded her reasoning. Kim reached down between her legs and began furiously rubbing her clit.

She had used this technique–rubbing her clit as she was being fucked–many times before to reach her orgasm. Occasionally when Todd was fucking her from behind, he would reach around and do it for her. 

The added stimulation of Kim rubbing her clit was all that was needed. In combination with Theo's cock, she had no chance of lasting very long. It was only moments later when she crested her Mount Orgasm.

"Oh fuck, Theo! Oh, you're gonna make me cum! Oh, please make me cum! Make me cum, baby! Please! Pleeeease!"

Theo gave her a few more strokes, harder now because he wanted to push her over the edge. Suddenly he felt her body tense and her pussy clamp down on his cock like he had got it caught in a shop vise.

"OHHHFUUUCK! I'M CUUUMMMINGG!!" Kim looked up at him with a strange bewildered look on her face as she grabbed his biceps and dug her fingernails into his arms.

Her mouth was open and her eyes wide as she stared blankly at him. Kim wasn't there, having left several minutes earlier when Theo first starting fucking her.

Theo didn't stop or even slow down as Kim went through her orgasm. Despite her thrashing under him, his weight kept her pinned to the mattress while his cock pumping in and out of her hypersensitive pussy extended her orgasm agonizingly long.

But after what seemed like an eternity to Kim, her trip to the heavens was over and she returned a panting trembling exhausted mess. She lay on the bed moaning softly, her pussy juice trickling from between widespread legs.

Theo moved off her to let her breathe easier and recover. As he lay there next to her, he wondered what would happen next. Did she enjoy herself? How would this effect their project?

If she didn't like what he'd done would she even want to do the school project? His self-confidence waned, replaced with his old friends, timidity and apprehension. 

He was beginning to think that it may have been a mistake to have her come over to his house. Had he went to hers, he could just slip out the door right now and make his escape before she even recovered. But this was his home and he couldn't exactly run away.

Just as his imagination was about to run away with him completely, she came back to herself again. She turned her head and looked at him, albeit not completely lucid just yet.

"Mmm, Theo... you were... wonderful!" she giggled for a moment before continuing. "I've never felt like that before. Oh my God, I thought I was going to explode! You made me cum so..." and she giggled again.

"So you liked it? I did okay?"

"Liked it? Oh my God Theo, you're the best I've ever had! I don't know where you learned to do that, but damn! If other girls knew what you can do with that thing, there's be a line out your front door and clear around the block!"

"Well I'm glad you enjoyed it. I was a little worried that maybe I wasn't very good."

"Oh baby, you have nothing to worry about! You were amazing!" He laid back and she rolled onto her side to cuddle up next to him. Then she raised up propping herself up on one elbow. "Wait a second... you haven't cum yet have you?"

"No not yet. But that's okay–I just wanted you to enjoy it, that's all."

"But that's not fair. This is supposed to be your first time. You should at least cum and finish that! Look you are still hard–you need to cum, baby! Let me see what we can do to fix that!"

With that, Kim got up and threw her leg over his thighs and straddled him facing him. She was kneeling over him and reached between her legs to grip his cock at the base. She aimed it at her still dripping opening and eased herself down the rigid shaft.

"Ohhh fuck! You're still so hard... and so big... Ohhh God!"

She slid slowly down his shaft, feeling him open her up again. Her still sensitive pussy and clit caught fire once more and her clit throbbed as the electrical sparks began to flow through her hungry pussy.

Kim sat down on him until her ass rested on his thighs and she began to grind on the wonderful cock inside her. She was in control now and could guide the cock to where she wanted it most. 

Theo was perfectly happy to let her use his pussy scratcher as she needed it, he was enjoying the whole situation far too much to interfere.

Kim would grind for a bit then change tactics and bounce up and down, then move forward and backward, mixing things up to try to get him closer to his peak while at the same time taking care of her own urgent needs.

Kim rode him in the cowgirl position moaning and crying out as she felt his hard cock moving inside her. "Play with my tits, Theo, I love having my tits played with!" she said, leaning forward a bit.

Theo was only to happy to oblige, reaching up to maul the firm, creamy flesh. He took her nipples between his fingers and rolled the tender buttons between them pinching lightly and tugging at them led by her gasps and moans and whimpers of desire. 

"Oh, God! I'm gonna cum again!" Kim screamed. Theo felt her walls collapse around his cock, squeezing him as she poured out her warm honey over his cock.

This time Theo would join her, his own long-awaited orgasm crashing down on him. He shot jet after searing jet of white sticky cum into her only to have it mix with her juices and pour back out, as milky white love juice.

Kim collapsed, laying down on top of Theo who wrapped his arms around her and held her even as the last of their orgasm convulsions went through them.