Once Upon a Halloween Ch. 03

Though it was hard to answer her with a mouthful of tit, Sean found it surprisingly easy to murmur, "No..." before continuing to suckle and massage her epic breasts.

"I can tell," she said, running her hand over the bulge at the front of his uniform pants. "My, my, my, Sean, you are a big boy, aren't you?"

At the moment she touched his clothed cock, Sean's eyes flew wide open and looked up into hers. She looked down at him with a look of playful lust, but more than that, a great sense of caring. He was reminded that she was his friend, and all of the awkward landmines that might entail, but he didn't stop sucking her tits either.

"We can stop this here if you want," she said, her voice dropping down into her usual friendly tone instead of the lust-driven vixen she'd become. "If you think it might be weird, I can stop, and we can just chalk this up to some craziness brought on by the holiday and emotions running high. I wanted to distract you, and it seems like it worked, and I don't want this to mess anything up any more than you do... but I could go further with this if you want to. I... I kind of want to go further. Wanted to for a while. What do you think?"

Sean pulled his mouth from her tit and sat up straight, thinking about what she had said, and over every other thought that he had had tonight. Briefly, he looked out the projection room's window as the audience enjoyed one of many long scenes of Michael Myers stalking his victims from his car. They looked nice and orderly, unlike his own thoughts (though one that was quite clear was being happy that the window was tinted enough and the booth soundproof enough that nobody in the audience could know what they were doing). Looking back into June's eyes, he saw at once her lust and her earnestness, her big, bare, amazing tits, and that hopeful little smile she had.

Wrapping an arm around her back, Sean pulled June in close and kissed her, pressing his mouth to her full, firm and waiting lips. The kiss was experimental at first, but quickly became deeper, their tongues pressing against one another as they explored their each other's mouths. While his hands ran up and down her back, June reached back down to massage his cock through his pants, before she fumbled for his zipper and pulled it down, snaking her hand into his pants. Sean groaned as she explored, working around the side of his briefs before she wrapped her small, strong hand around his thick cock.

"Mmm, I was right... you are big..." she groaned, stroking him gently. "Come on... let's go over to the couches, it's gonna be way more comfortable over there."

"Okay," Sean replied, smiling serenely. He hadn't felt this good in, well, he couldn't really remember, so that probably said something. Though it took some mental effort to extricate themselves from each other, they did manage it enough to make their way over to the couch. Along the way, June stripped off her shirt and bra, leaving herself naked from the waist up. Her skin was creamy and pale, and Sean found himself wanting to touch every square inch of her. He almost managed that on the way over, but when they reached the couch, she playfully pushed him into a sitting position.

Kneeling on the couch next to him, she dropped to her elbows, her face now quite close to his cock. Seeing what she wanted, he unbuckled his belt and pulled his pants down.

"Shirt too," she said hungrily, pulling at the waistband of his briefs while Sean fumbled to remove his shirt. When he was finally bare-chested, June commented, "Nice."

Finally pulling his underwear free and revealing his cock, her eyes went wide and she said, "*Very* nice!"

Sean smiled. Though it didn't feel like he had much to be proud about lately, he did rather enjoy having a rather thick 8-inch cock. Standing at full attention from June's efforts, it looked even more impressive than usual, with the thick head already beading with precum.

"Why, is that all for me?" June asked, her voice playful and innocent.

"I think you know the answer to that," Sean replied, moaning as she took her finger and rubbed it over the head, spreading the precum around.

"I do," she said, leaning in and kissing the tip, making him hiss with pleasure. "I just wanted to hear it come from your lips. Want me to kiss it again?"

"Yes," he replied, his voice weak as he watched the topless goddess, her massive tits swaying beneath her, leaned down and gave his cockhead a slightly longer kiss, feeling as her tongue rolled around him. She parted briefly, licking and kissing up and down his shaft before planting another long, lingering kiss on the head. Sean groaned at her worshipful attention, running his hand down her bare back. June shivered at his attention before looking back up at him.

"Admit it, you want me to do more than just kiss it, don't you?" June teased.

"Yes..." Sean said, weakly.

"Then all you have to do is ask," she replied, her voice singsong as she ran a finger down the underside of his shaft.

"Please, June... I'd like a blowjob," Sean said, his voice needy yet polite.

June laughed. "Oh, come on, you can ask better than that."

Growling with need, Sean grabbed a handful of her hair and demanded, "Suck my cock, June."

His voice was lower, darker than anything he'd ever said around Anna, but it was enough to make June smile brightly. "You got it..."

With that, she leaned in for one last kiss, but the moment her lips met the tip of his cock, they parted, allowing more of him into her mouth. The full head of his cock disappeared between her lips with ease as her tongue danced over it, making Sean groan with pleasure. Smiling around his cock, she began to bob slightly, taking more of his cock in her mouth with every bounce. It was impressive watching how easily he disappeared into her mouth, and how eagerly she took it, slurping loudly as she gave him an amazing and messy blowjob. Although she would do it, getting Anna to suck him was always a chore, and she was never that enthusiastic about it, but June took to it as if her life depended on it.

With her mouth taking almost all of his cock and the pleasure blinding him, it took a lot to clear Sean's head enough to wish to return the favor, but it was one he wanted to return quite urgently. Reaching under her toned stomach, he tugged at June's belt. She reached down just enough to help him undo her belt and zipper, enough that he could reach down and slide his hand under her panties. Through a thick bush, he soon found her steaming hot, and oh so wet pussy lips. With two fingers, he explored, feeling around until he found her clit before he pressed them in firm, swift circles.

June groaned lustily as he fingered her while she sucked him off, and the two of them spent a good long while pleasuring each other. Sean found it a very welcome escape from his thoughts, as for the first time he was truly free of worry over the theater, or of what Anna was doing. Where he once might have been wondering if she was out at a party, or the carnival, or finding some other fun to get up to on Halloween and wondering if she was missing him, here he was enjoying an amazing blowjob from a girl he cared a lot about.

It was... well, it was pretty damn perfect.

Pulling off of his cock for some air, June looked at him with a mischievous smile. She gently stroked his cock, then his balls, looking at it hungrily before back to him.

"I could finish you here like this... but that isn't what either of us wants, is it?" June teased.

More than anything, Sean was certain he needed to cum, and would have said or done just about anything to do it. He groaned a formless, needy sound that only made her laugh with pride.

"Ditch the shoes, and the pants," she said, standing up and doing the same. He watched her pull her pants down her nice, round ass with some interest, kicking off her shoes with ease before she made a show of slowly pulling her black panties down her toned legs. Her bush was dark and quite full, but beneath it her pussy was quite pronounced, with swollen, moist lips that just begged to be worshipped.

Sean was considerably less graceful than her, kicking off his pants, socks and shoes, but he found it easy to get naked in a hurry with motivation like this.

Once they were both nude, June climbed atop him, never breaking eye contact as she leaned in for another kiss. With her heavy tits pressed against his chest and her legs on either side of his, he felt her lower herself, grinding her pussy against his cock slowly.

Briefly, she dropped her eyes off to the side. "I've liked you for a really long time, Sean... I don't know if you've caught that..."

"I had a suspicion," Sean admitted. "But Anna found me first."

"I should've made my move first," June said, pouting slightly. "We'd have both been a lot better off."

Sean leaned in and kissed her, slowly, tenderly. He felt her tense slightly, her skin turning to goosebumps under his hands.

"Maybe, but, we're here now," he said.

"I know," she replied. "And I don't want to mess anything up when we've come this far. I don't want to ruin this... and I sure as shit don't want to ruin Halloween... so I need to ask one more time. Are you sure this is what you want?"

There was a time only a matter of minutes ago that Sean would have questioned if this was what he wanted, but in his current position there was only one possible answer.

Kissing her, he said, "I want this more than anything."

June smiled, kissing him back and reaching down to grab his cock. "Good."

Lining up his cock with her entrance, she began to settle down onto Sean. The width was a bit of an issue at first, and she grit her teeth as her pussy lips parted for him. Sean hissed as her tightness began to embrace him.

And then he'd fully broken through. "Oh, fuck!"

"That good, huh?" June hissed, moaning and trembling softly as she began to settle down onto him.

"That's one way of putting it," he groaned, arching his hips upward and pushing more of himself into her. "Fucking amazing."

"Thanks... your cock, pretty amazing too..." June moaned, leaning forward and pressing her tits against his face as she settled down further. Sean didn't need more encouragement and began suckling at them eagerly, rocking his hips up into her as she took his last couple inches. It was a beautiful agony, waiting to be fully enveloped in her, but once he'd made it fully inside, he felt a satisfaction greater than any he'd ever known. Being inside of June was, for lack of a better word, perfect.

She wrapped her arms around him, holding him close and keeping his mouth on her tits. Her breathing was already ragged as she tried to keep him close.

"Wow... just... fucking wow..." June groaned, staying still as she got accustomed to his cock. Smiling down, trying to return with her sense of humor, she added, "So... better than Anna?"

Looking up from her tits without taking his mouth off her nipple, Sean first answered her by sucking harder and nibbling at her sensitive nub. The he grabbed her beautiful, full ass in both hands, lifting her up and encouraging her to fuck him.

"I'll take that as a yes," June whimpered, putting her hands on the back of the couch for leverage as she began to ride Sean properly.

"Oh, FUCK!" Sean exclaimed as June began bouncing furiously on his cock. He watched her body as she fucked him, the way her massive tits bounced and her ass jiggled in his hands, the way her face scrunched up and her clutching cunt took much of his length with each bounce. Though he quite wanted to fuck her as she was fucking him, in this position it was entirely June's show, and the way his cock felt inside of her, he was hardly going to complain.

"Yeah? You fucking like that? You like getting fucked hard?" June grunted as she slammed down onto him.

Squeezing her ass, Sean answered, "I'd think that was pretty obvious by now."

"I bet... fuck that's nice cock... I bet Anna never fucked you like this... like you deserve... fuck..." June moaned, pressing her tits against his face once more as she kept fucking down onto him. Reaching down, Sean could feel her rubbing her clit as she continued fucking him.

"No," Sean replied, his voice muffled by her tits. "Never... goddamn your body is amazing..."

"What a bitch... well, I'm gonna fuck you like you should always be fucked. This is what real fucking is like," June answered, fingering her clit even harder. Looking down at him, she squeezed her pussy walls around his cock, making him groan from her tightness.

June laughed, though her voice had gotten noticeably higher as her fingers quickened on her clit. "Yeah, I like to keep my cunt nice and tight, but with a cock like yours, I don't know if I can keep it like... oh fuck, I'm cumming, I'M CUMMING!"

Her body was hit with a powerful jolt, and she jerked against him. She slowed her fucking as her legs nearly gave out beneath her, but still holding her ass and guiding her, Sean helped her ride out her orgasm. She shuddered and moaned, and the flood of juices from her coated his cock and balls messily, but through it all Sean couldn't help but look at her with the greatest fondness and care. Never in his life would he have imagined that he would be right here, like this, with June, but now he couldn't imagine being anywhere else.

She slowed down, giggling slightly and pressing against him, kissing him and smiling. "So... you still haven't cum? I can't be doing that good a job distracting you then, can I?"

"Oh, you're plenty distracting," Sean said, wrapping his arms around her and spinning her to the side. Without sliding out of her, he lay her on her back on the couch with him on top. June squealed in surprise, smiling up at him as he continued to fuck down into her. With her hair splayed out beneath her and her tits bouncing with his every thrust, she was truly a sight to behold. More than that, Sean was happy to be in the driver's seat; June had done so much to try to make him feel better, it was about time he showed her how much better he was feeling.

"Oh, fuck yeah! Like that! Fuck me like that!" June moaned, wrapping her arms around Sean as he fucked into her hard. His hips were moving with blinding speed, giving her nearly all of his cock with every thrust as he let pleasure drive him. Common sense, memories of how he'd been feeling earlier, all of them left him as he was simply driven by a primal need to fuck the goddess beneath him.

He could feel it coming on, his balls swelling with need as they bounced against her ass. While that didn't stop him from fucking her harder, it did make him very aware that he was fucking her without a condom.

"I need to... gonna cum soon... where should I...?" he asked.

Playfully, June locked her heels behind his ass and pushed him further, before releasing him. "While I'd love a nice creampie... I want you to paint my fucking tits..."

The simple thought of it got him harder, made him fuck her deeper... but he was reaching the end of his rope. When he reached the point he couldn't hold back any longer, he pulled out and, straddling her body, crawled over her until his cock lay against her tits. Jacking himself furiously, he looked down at June as she opened her mouth wide and stuck out her tongue as a perfect landing target.

That was all he needed. Groaning, Sean came and came hard, the first blast ricocheting off her left tit and splashing against the side of her face. More shots soon landed between the valley of her tits, properly drenching her from her neck to her lips, while he soon began aiming, making sure to give her perfect breasts the same worshipful treatment. When the bursts finally became a matter of drops, he rubbed his cockhead against her nipple, causing both of them to groan as their sex had come to an end.

Panting, Sean looked down at his painted coworker and found himself wondering just who they were. Earlier in the day, he'd been an emotional mess and she'd just been his friend and coworker. He hadn't been looking forward to Halloween as much as he'd hoped to, and then, this...

"That was..." Sean said, trying to find words adequate enough to sum up what they had just done and finding himself wholly inadequate. "...wow!"

"Tell me about it," June laughed. "I just had *that* cock in me. It's bigger than it looks, and it looks pretty fucking big."

"Thanks," Sean replied, rather enjoying the compliment. "Your pussy's, well, it's really tight."

"Oh, I know it," June replied. "But thank you. Pass me a roll of paper towels?"

"Right!" Sean said, a little embarrassed as he remembered just what state she was in. Climbing off of her, he grabbed a fresh roll of paper towels from on top of the refrigerator, tore one off for himself and then passed it to June, who tore off some sheets to begin cleaning herself off.

"We're gonna have a helluva time cleaning this mess up after," June said.

"We'll make it work," Sean said, cleaning off his cock and finding himself decidedly unworried about what Mr. Guinness thought about what had just happened here. He was having a good night, and he wasn't going to let anything mess with that. Remembering just why he was here, Sean wandered over to the projection window and glanced at the audience outside.

"How's it going out there?" June asked, sitting up. Her legs were wobbly, but she smiled giddily as she ran her hands over her now clean, but still very well-fucked body. Sean clearly wasn't the only one having a good night.

"The usual. People enjoying watching a bunch of 70s kids getting stalked and picked off by a masked maniac all because they committed the cardinal sin of wanting to be young and horny," Sean said, looking around the room, then back to June. "Makes me glad we don't life in Haddonfield. And that this room is soundproof."

"Right? I'd like to spend my Halloween getting laid and not getting killed by a masked maniac, thankyouverymuch," June said, rolling onto her knees and turning away from Sean as she tried to get up on her wobbly legs. "Come to think of it, I did. Go me!"

Laughing, Sean turned back to face her, and saw what looked to be one of the most glorious things he'd ever seen. From her position turned away from him, with her knees on the couch and her hands on the back, her round ass stuck out at him. With her cheeks parted as they were, he could see her tight, winking asshole and below it her well-fucked pussy.

His mouth watered. Sean said, "Stay right there."

"Why?" June asked, looking over her shoulder at him. Seeing his obvious lust, she smiled. "Oh. See anything you like?"

"I can see something," he said, smiling devilishly as he knelt behind her. "You did something very nice for me tonight, brought back a little of that old Halloween spirit, and I'd like to return the favor."

June purred. "Oh, I like the sound of- THAT!"

Her voice hitched up as his tongue met her pussy. Going down on Anna had always been one of Sean's favorite things, and though he hadn't gotten much experience with her, he liked to think that he'd picked up a thing or two in their time together. The way June squealed and shook as his tongue explored her folds, exploring, probing within even, before he settled on her clit, told him he wasn't far off in this assessment.

"Oh yeah, right there, right there, fuck, keep going, like that... ah, this is nice, this is fucking nice..." June groaned, struggling to keep herself on her hands and knees. "Anna was a fucking dumbass, ditching a guy with a mouth like this; I'd have had you on your knees all the fucking time just worshipping my hot cunt, and you'd have done it, wouldn't you?"

"Mmmhmmm," Sean agreed. It was difficult forming words when his mouth was full, but he thought he communicated himself pretty well. June's pussy had a savory and sweet taste and an intoxicating aroma, the kind he could find himself loving very, very soon. He licked up her juices with great gusto, wanting both to please her for what she had done for him and, well, simply because he found he was having a very good time doing it.