Carolina In My Mind
John P. Fault <jpfault@hotmail.com>

Copyright 2008, John P. Fault. Feel free to distribute, but please
leave the entire story intact, as-is, and not to any pay sites. It's
meant to be free for whomever wants to read it. This is a story 
containing somewhat graphic sexual activity. If you're under age, then 
you probably shouldn't read this. If you're a consenting adult then read
away. Remember, be responsible for your actions and yourself because
no one else will. I'm certainly not responsible for you, what you
think, or what you do, and I wouldn't want to be even if I could.
Ultimately, whatever comes around goes around, so play nice.

----

It's been awhile. For some reason, my muse disappeared on me. I
actually started about a dozen stories. I have all of the fragments
saved still. Maybe someday I'll figure out where they were going and
finish them. In the meantime, this story has been swirling around in
my head and I finally got the inspiration to finish it.

I have a love/hate affair with North Carolina. I've got my reasons for
dislike. I've got some reasons for liking it. I'm not going to go into
all of that. What I am going to do is write about an area I've always
liked there and maybe create a fantasy along the way.

I hope you enjoy. As always, if you have feedback, please send it. My 
email is up there at the top.

I have a couple of older stories that you might enjoy if you like this
one. They're at asstr.org ->

http://www.asstr.org/files/Authors/Pagefault/

Thanks - jpf 7/30/2008

----

Four hours is a long time to be trapped with your brain. Especially
when your brain isn't particularly kind to you. Okay, to be frank,
there's nothing wrong with my brain in general. It's mostly that my
sense of self is a bit screwed up. Oh well, it's nothing that a few
years and ten or twenty thousand in therapy couldn't fix. I won't
dwell on it.

Once you get past Knoxville and the billboard jungle before the exit
to Gatlinburg, there's very little to distract you from the drive. Or
in my case, there was little to distract me from the swirl of thoughts
in my head. It didn't matter that the Pigeon River Gorge portion of
the drive is quite amazing in its beauty. It didn't matter that
driving through that area require a fair bit of concentration because
the trucks like to go way too fast on that stretch.

All I could think of was "Does she really want to be with me?" I mean,
after all, it had been years since we'd seen each other. Even then, we
were both quite the flirts when it came to email, but would the
chemistry still hold up when we were together for a couple of days? I
worried that we would get on each others nerves. I worried that
perhaps the chemistry we both thought was there would fizzle. Even
worse, I worried that I'd somehow be a disappointment, especially if
we did actually end up in bed together.

I guess it wasn't too late to turn back, but I knew I wouldn't. I'd
see it through. If I ended up being a disappointment, I suppose that's
better than being a coward. At least that's how I justified it in my
head. 

I got through the never ending construction on the outside of town and
made my way to the Biltmore Village area. I had toyed with the idea of
getting a room at a bed and breakfast, but if things did heat up, I
didn't want my hosts to hear it. At least with a hotel, there would
probably be a bit more soundproofing and definitely more anonymity.

I pulled into the hotel and went and checked in. I pulled around,
unloaded my stuff, and went in. I figured I needed to freshen up a bit
before I went to meet her. I opted for a quick shower and shave. I
decided to go all out and trimmed up below the belt, too. Feeling a
tongue on your shaved balls feels pretty incredible. I hoped it wasn't
for nothing, but I didn't want to be too optimistic. Hoping is okay.
Expecting is not.

-=-

I got dressed again and got in the car. As I pulled out of the parking
lot, I gave her a call to let her know I was on my way. She had gotten
off of work a bit early and was at home. I told her I'd be there in
about ten or fifteen minutes, assuming I didn't take a wrong turn.

The butterflies churned more and more as I got closer to her
apartment. I got there and got out...and the butterflies decided to
fly in a high speed formation in my gut. I made my way to the door and
knocked.

No turning back now, I guess.

Cat opened the door and smiled at me. We both started to talk at the
same time. Then stopped. Then started again. After that, we both just
started laughing. We were both probably a bit nervous. I know I was
for sure. That little laugh helped ease things quite a bit, though.

"Come in! It's been so long since I've seen you!"

She grabbed me and we hugged. Luckily, I was too nervous to get hard
when I felt her breasts press into me. 

"I'm glad you're here," she said, hugging me tighter.

We pulled back a bit and she looked at me and then leaned in and gave
me a kiss on the lips. It was a bit tentative at first. I let a hand
slide up into her hair and pulled her against me a little. I then felt
her tongue dance over my lips, so I opened my mouth to let my tongue
touch hers.

The sparks flew at first contact. I slid my other hand down over her
ass and pulled her against me. Our tongues swirled around each other
as we kissed harder and deeper. 

We were both breathing hard when we finally pulled apart. There was no
covering up the fact that I was completely hard by this time. I felt
one of her hands snake between us and squeeze my cock through my
pants.

"That feels serious."

"Oh, it is. It is. Do you want to stay here for a bit or go to my
hotel ?"

"My roommate will be home anytime and I really don't want to deal with
her. Let's go...but maybe a little more of that first."

With that, she leaned back in and we started kissing again. I grabbed
a handful of hair and pulled her head back. I knew she liked that. As
I pulled her head back, I kissed down her neck, nipping and licking
along her jawline. I squeezed her ass with my other hand, hearing a
soft moan as I moved over to the other side of her neck.

"If we don't stop, we're going to have to go to my room and fuck right
now."

As much as I wanted to get her naked *right now*, I knew I also wanted
to take my time and enjoy it. I pulled back.

"I guess we had better go then. Let's head out and continue this where
we can really finish it."

She grabbed her bag from upstairs and we headed out to my car. I threw
the back in the backseat and we got in and headed back to the hotel.
As we neared the interstate again, she had a mischievous gleam in her
eye. 

"You know, I've always wanted to do this."

"What?"

"This."

And with that she unbuckled her seat belt and leaned over towards me.
She unbuckled my pants and fished my cock out. She looked at it, gave
it a squeeze and said, "Nice." With that, she took my dick into her
mouth.

I inhaled sharply as I felt the exquisite pleasure of her lips closing
over the head of my cock. I felt her tongue swirling around as she
took me as far as she could given the circumstances. I had to really
fight the urge to slam my foot down on the accelerator as she sucked
hard on my dick.

"Cat, if you keep that up...I'm going to cum. As much as I want to,
let's get to the hotel."

She lifted her head up and let me cock go with an audible *pop* sound.
"Okay, but I want to taste you when you cum."

"I think I can accommodate you. Oh yes, I'm sure of that."

I got myself situated again. It's not an easy task when you're
driving, let me tell you! We drove along for a few minutes more,
making small talk about jobs, her roommate, and the like.

We pulled into the parking lot of the hotel. I made sure my fly was
zipped up and then got out of the car. I led her to the hotel room and
opened the door.

We got inside and started kissing again almost immediately.

"Let's move to the bed," I said in between kisses.

We pulled the covers back, took our shoes off, and then crawled onto
the bed. We were side by side, kissing, our legs wrapped around each
other. We kept kissing harder, longer, and deeper, getting more worked
up as each minute passed. 

I slide my hand into Cat's shirt, tracing the bottom of her breast
with my finger. I kept lightly touching her breasts before circling a
nipple. Then I took her nipple in my fingers and started rolling it,
pulling on it a bit. I felt her moan into my mouth.

I pulled back and she looked at me, a bit puzzled. I reached for the
bottom of her shirt and she understood. I pulled it over her head and
she helped me shuck her out of it. I also reached down and undid the
snap on her jeans and then started to tug those down as well. She
lifted her ass up for me and we tossed her jeans to the floor as well.

We went back to kissing. I let my hands wander all over her body,
teasing her with my caresses. I let my fingers play over her pussy
outside her panties. I pressed a finger between her lips, lightly
touching her clit. She moaned and spread her legs a bit.

I took my hands away and I saw her open her eyes to see what the
problem was. I leaned back in to kiss her as I reached behind her to
unfasten her bra. I threw it to the pile of clothes forming on the
floor.

I pushed her onto her back. I pulled back and knelt beside her,
taking off my shirt before leaning over her and kissing her. I went
back to her neck and licked and kissed my way down to her tits. They
were large and round and her nipples stiff and wanting attention.

I tongued her nipples, rolling the nipple I wasn't kissing or licking
between my fingers. I kept moving down her body. I spread her thighs
wide and licked up one thigh, nuzzled her pussy through her panties,
and then licked the other thigh. 

I worked my way back to her center, breathing hot breath onto her
clit. I took her panties on each side and started sliding then down
her legs. I threw them to the floor and went back to my prize.

I gave her pussy a tentative lick and was rewarded with a moan. I
slowly kept up the attack, lightly tonguing her clit and then running
my tongue over and between her lips. I started licking faster,
spending more time on her clit. I took her clit between my lips and
sucked on it as I flicked my tongue back and forth. I felt her hands
grab my hair while I licked her pussy. I felt her shudder a little and
then she pushed me away. 

"Mmm. That was a nice little orgasm. I want to do something now,
though," she said.

She got up and rummaged through her bag and came back with her
"boyfriend," a toy that she had often described using. 

"Someone is overdressed!"

With that, she pulled my shirt off me. Without fanfare, she undid my
pants and pulled them off and got my boxers at the same time.

"Nice," she said again, as she took my cock in her hand.

I watched her naked body as she knelt between my legs. She never let
go of my cock the whole time. She leaned down, watching me the whole
time, and slowly took my cock back into her mouth.

She worked the base of my cock with her hand and bobbed slowly up and
down with her mouth. I could feel her tongue working the ridge under
the head of my penis, swirling all around. As I watched, I saw her
turn her vibrator on and then slide it into her wet pussy.

She moaned as it went in, causing amazing sensations in my cock. She
worked the vibrator in and out of her pussy as she sucked and licked
my hard dick. She kept bringing me right to the edge and then she'd
slow down. It was sweet torture. I knew when I came, it was going to
be intense.

I felt her orgasm start as her mouth went slack over my cock. She made
little moans and yelps as her orgasm rippled through her body. It was
beautiful to watch her cum.

She put her toy down and then slid my cock between her hot, soaking
pussy lips. At first, it was just between them without going in. Then,
without warning, she sat all the way down on my cock, bottoming out.
She rocked a few times, getting me really wet with her juices.

Almost as abruptly as it started, she pulled up and swung her leg
over. Then she laid down beside me on the bed, pulling me with her as
she laid back. She got me straddling her stomach and pushed her tits
together a bit.

I got the idea. I slid my soaked cock in between her breasts. As I
slowly thrust forward, I could feel her tongue touching the head of my
cock. I reached down and rolled her nipples as I started thrusting a
little harder and faster. I felt the head of my cock go into her mouth
and that threw me over the edge. I felt the first ribbon of cum work
its way out of my cock and into her hot mouth. The lightning bolt of
my orgasm pounded my brain as I fired three more shots into her mouth,
feeling her swallow as my orgasm slowly wound down.

I pulled back, letting my softening cock fall over her chin and onto
her chest. I swung my leg back over and lay beside her. She turned to
face me and we kissed. I could taste myself on her lips, but if she's
willing to swallow my load, I can certainly deal with a little
residual taste, I'm sure.

"That was so amazingly hot," I said.

She just smiled and nodded and licked her lips. We kissed for a bit
more. I rolled onto my back and she nestled up on my shoulder, letting
her hand trail up and down my body. I think we dozed for a little bit
like that.

-=-

After awhile, I felt her hand stroking my cock lightly. I'd apparently
had enough time to recover because I started getting hard again. She
kept slowly stroking me. I reached over and got a hand between us and
played my fingers over her mound and between her thighs.

I found her already wet. 

"I 'pre-heated' a little while you were dozing. I hope you don't
mind."

I turned and kissed her as an answer. I pulled away after a minute or
so. She looked at me questioningly. I pulled her up after me and got
her on her hands and knees. I didn't have to see her face to feel her
smile.

I ran my fingers over her clit and slit and felt her wetness. I rubbed
little circles over her clit for a minute before moving behind her. I
took my cock in my hand and slid it through her slit, gathering her
moisture on my dick before running it over her clit. Then I pulled it
back and put the head just inside her. She slid back slowly, letting
my cock fill her. We both moaned as her ass pressed up against my
thighs.

I grabbed a handful of her hair in one fist, using the other to grab
hold of one of her hips. I pulled back until I was almost all of the
way out. Then I pulled her hair and slammed into her hard. I kept up
this pattern...slow pull out, pushing in hard...over and over until
the pleasure made my hips start speeding up the pull out until the
pace of our fucking was fast and furious. I could feel her hand
between us, flying over her clit as I pounded away. Her pussy started
contracting around me as she came, pulling me closer to the edge. As
her orgasm began to subside, I started shooting my hot cum into her. 

I grabbed both of her hips and buried myself into her. Shuddering
with each burst of cum that I put in her, I breathed deeply, sighing
with contentment. I pulled out, seeing the torrent of cum race out and
down her thigh. I flopped to the mattress as she got up and got a
washcloth.

She came back and asked me if I wanted to clean up with the washcloth
a bit. I said yes, but before I could do anything, I felt her take my
softening cock in her mouth, licking our combined juices off. Then she
pulled back and handed me the washcloth to clean with.

-=-

We napped for a bit and ordered room service. We talked for awhile,
making up for the lack of talking when we got her. She laughed at my
nervousness, telling me I was silly. 

We watched a bit of TV and just relaxed, naked and wrapped up in each
other. I felt myself growing hard after awhile. She turned her head to
me and raised her eyebrows. I just smiled.

"I want you to fuck my face."

I must have looked surprised because she said, "Really. I'm going to
kneel down in front of you. I want you to fuck my face."

I watched her lush naked body as she rolled out of bed and knelt on
the floor. I stood in front of her and put my cock into her mouth. I
started slowly thrusting, careful not to go too deep. I felt her hands
wrap around me, pulling me a little deeper in her mouth as I sped up
the pace. Faster and faster, feeling her tongue on the underside of my
dick, the feeling was almost too much. Finally, I couldn't take
anymore and said, "Cat, I'm going to come!"

She pulled back and my dick came out of her mouth. Her hand was a
flash over my cock as she jacked me off. I felt the orgasm approaching
and watched as I shot my white, hot cum all over her tits. She
squeezed the last few drops out of me and then licked some stray cum
off of her fingers. She rubbed the cum on her tits into her skin, eyes
locked with mine the whole time.

I pulled her back to the bed. I laid down on the bed and pulled her so
she was straddling my face. I looked at the beautiful pussy just above
me and started licking. I sucked her clit hard before licking her
pussy from top to bottom. My hands wandered up her body, squeezing her
tits, pinching her nipples, then sliding back to her ass, pulling her
pussy towards me. 

"John...John...I'm going...to...cummmmmmm."

I felt her pussy spasm. Then I felt a surge of wetness over my tongue
and on my chin. I slowed down but didn't stop. She finally flopped
over onto the bed.

"I can't take anymore. Not for awhile, at least."

I smiled as she raised her arms in mock surrender. She leaned in and
we kissed again. I think we both needed a nap, now. We must have
fallen asleep for awhile because we were well into infomercial
territory on the TV when I next woke up. 

-=-

"I got a toy for you, too," she said.

I was a bit apprehensive about that. "Oh yeah?"

"Yep. I'll get it."

She went to her bag and pulled something out. I couldn't see what it
was, though. 

"I'll put it on you."

"What is it ?"

"You'll see. Or feel. Or both."

She leaned over me and grabbed my balls.

"Easy there!"

"Sorry. I'll kiss them and make them better in a minute."

I finally saw what she was doing. She was putting a cock ring on me.
It had a place my balls went into and then the normal ring.

"It doesn't just help keep you up. The ball ring helps you last
longer. And there's a little vibrator spot on it that should hit me
just right."

Who was I to argue ? I really couldn't argue when I felt her tongue
bathing my smooth balls. She sucked on the head of my cock for just a
second and said, "Ready to try it?"

She laid back and pulled me on top of her. My cock felt harder than it
ever had in my life. The buzzing from the little vibrator didn't
really faze me until I pushed all the way into her. When the vibrator
touched her clit, it intensified the feeling for me, too.

She moaned and spread her legs wider. We kissed as I slowly thrust in
and out, lingering on the down stroke, maximizing the vibrator's
contact with her clit. She pulled her knees up and locked her ankles
behind my ass. I thrust deeper and harder into her.

She screamed out as I ground the vibrator against her clit. I pulled
back and started short stroking against her. I knew orgasm wasn't far.
We'd been going forever and I was ready to fill her with my seed. I
pushed in one last time and rotated the vibrator all over her clit as
I emptied my balls into her. She came again as I finished.

I pulled up a bit and looked at her. She smiled and pulled me down for
a kiss. The cock ring kept me mostly hard despite the exhaustion. We
stayed like that for a long time, me inside her laying between her
wide spread legs, her ankles locked behind me.

When we finally moved, we both lay back on the bed. She helped me out
of the cock ring and then snuggled up and used my shoulder as a
pillow.

After awhile, she pulled back a bit. At her movement, I turned my head
to face her.

"What took you so long ?"

I just smiled.

-=-
-jpf 8/1/08
