The Flesh Project

Age, Beauty, Shame (Noah/Lola/April)

As Noah sat in the small room, comfortably posed in the middle of a plush couch, there were a number of things on his mind. Having stripped down to his boxer shorts for the debauchery that was sure to unfurl across the next hour, there was nothing to do but wait- and think. The first thing on Noah’s mind was age. The second thing was a contingency plan for Lola.

Though Noah had been through any number of very strange sexual situations in his time following, assisting, and watching out for Sarah (who, despite her improvement in recent years, could not always be trusted to make decisions with her own well-being in mind), fucking a 13-year-old girl was going to be something new. All of the obstacles that would normally stand in the way of such a tryst had been removed. Under normal circumstances, he would never even consider such an encounter.

Why would a grown man even want a 13-year-old? Inexperience makes for awkward sexual encounters- and a girl that age can’t be trusted to treat the relationship with any sort of discretion. More importantly, it would probably harm her development, and lead to feelings of guilt and shame that would have an adverse effect on her life.

Noah didn’t want to make anyone feel bad because of sex, regardless of age. April, however, was different- and that was the only reason he was in the room, waiting, instead of out the door, having announced to all that he refused to participate. Yes, all of those age-related obstacles were gone.

Inexperience? Hell, she’s probably been fucking longer than I have. Discretion? Don’t need it. That’s all this whole place is for. Fucking. I’d cause more of a stir if I *didn’t* fuck her than if I did! And harm her future development? She’s not exactly making the traditional life journey thus far. I don’t think she’ll be conflicted about this. On the contrary, she’ll enjoy it. Another fuck to add to her growing catalogue of experiences.

Noah leaned back and looked up at the ceiling. His glasses reflected the shining whiteness of fluorescent panels. His brown hair had grown out very slightly since his arrival, allowing him to pull it back in a short scholar’s ponytail. The room was being maintained at a toasty temperature, as usual- just enough heat to start a sweat going and keep stray fluids from cooling into gelatinous goop. It was a very powerful climate control system, but Noah figured it must be expensive to maintain. He wondered, and not for the first time, exactly how much of a profit the Flesh Project was turning. The mere hint of that line of thought disturbed him, and do he turned his wheels in a different direction. Lola’s direction.

After the drawing, in which Lola had gone up and drawn first April and then his name, Setsume had approached him in the hallway, face still flushed with worry. The teenage dickgirl had been sweating bullets during Lola’s drawing, as Setsume had already been paired with Liz and Sarah, whereas Lorelai hadn’t been assigned to anyone. Noah could understand that sentiment. Noah knew very little about Lorelai, but she had very quickly turned the male Wilder twin into her personal butt-boy, and that action alone made Noah believe that she probably wasn’t one to be trifled with.

“Take care of her for me,” Setsume had said. “I know I don’t know you that well- but from what I’ve heard, you’re no stranger to looking out for a lady who might, in passion, say or do some things she doesn’t mean.”

Some further conversation between the two had lead to Noah gaining a passing understanding of Lola’s unique condition. He spared Setsume his immediate thoughts on any similarity it might have to Sarah.

I could have told her that passion has nothing to do with Sarah’s compulsion, he thought. It’s a by-product of it, and nothing more. If Lola is a doll with a dangerous on/off switch, Sarah’s more like a drug addict- one that doesn’t get high. Instead, she orgasms.

Setsume had concluded their conversation by saying “I’m counting on you, Noah. We all have to stick together.”

Noah had asked the obvious question.

“I know you two are…together,” he said. “But they’re expecting me to fuck her. So…what do we do about that? Is there going to be a problem?”

For a moment, Noah thought Setsume looked almost forlorn. But she hid the emotion well, and her grey eyes remained serious and alert. Still, he had seen the look on her face for a split second. She had the finely-tuned skills of someone used to lying. Not surprising for a girl born with a huge cock that she had to hide at all costs. But in this case…her true emotion had shone through. Setsume wasn’t wild about the idea of Noah and Lola together.

“Not if you take care of her,” she had replied, after a moment. “This is all just a price we have to be to be together. And that goes for you, too.” Setsume paused, and then went on, smiling a little. “She’s very talented. A lot of fun. I’m sure she’ll show you a few tricks.” All the while though, he voice had contained a glimmer of sadness. Maybe even deliberately so.

She’s only 16, Noah had reminded himself. She’s trying to find love in a place where love means nothing, and people get thrown together like animals, penned in with each other at random. Of course she’s sad. It’s her and love alone against harsh reality. And if my life has shown me anything- it’s shown me to always bet on harsh reality.

“Well then I’m rooting for you, kid,” Noah whispered to himself. Still deep in thought, he ran his right hand over his left arm, feeling the thin layer of sweat that was beginning to gather there. Again, his mind wandered back to April. How would she feel, pressed against him? Noah moved his hand down and have his long, dormant cock a tweak through his boxer shorts. He noted with a mixture of excitement and apprehension that the thought of the extremely young girl sitting on his lap, grinding her crotch against his leg, and running her tiny hands over his chest was rousing his organ from the sleep of flaccidity and onto the full glory of scandalous bonerhood. Noah allowed himself a small chuckle. The whole situation was crazy. And imagining was one thing- reality quite another. When it came time to fuck April- could he really do it?

Then, the door to the room opened, and his attention was immediately shifted to the new arrivals. The older girl, who at 19 was still younger than Noah, was wearing a black bra and panties that seemed to strain with the strenuous task of containing the flesh of her voluptuous body. Beneath the dark fabric, Lola’s tits were a round and bulging swell, easily large enough to fill a man’s hand with pale and buoyant flesh, and one could see how, when squeezed, the twin chest-pillows might bend beneath grasping fingers, forming soft and pliable shapes.

What a set of tits, thought Noah, and of course it was the sort of thought he wouldn’t never say aloud to a woman, unless she wanted him to. He had never been one to talk about a woman that way, even when bullshitting with other men. Of course, his days of fraternizing with “the boys” were long behind him. Ever since he’d met Sarah, he’d shied away from it. Maybe it was the first time they’d asked him about her.

Have you guys seen that crazy chick with the red hair?
Is it true what they say about her?
They say she’ll suck anyone off. For free.
God knows why. With her body, she could get any man she wants.
Hell, I’d fuck her. But if she were my old lady, I’d slap her around, let her know her place. That she can’t just suck any dick that comes along.
My buddy had her. He said she made him dome up, and then drank his cum out of the condom. What a whore!

In every case, he’d had to sit silently and listen, lest he expose himself as the new friend and confidant of the woman in question. All of that talk had made the innocent fun of saying “That chick has a nice ass!” seem, well…not fun at all. Tiresome. And that was why Noah, usually articulate and well-spoken when the topic was movies, art, music, politics, or any other thing, usually found himself tongue-tied when the topic of a all-male bull session turned to poon and the pumping thereof.

And speaking of pussy, Lola’s was outlined clearly by the crotch of her black panties. Just below the white “skull and crossbones” design above the fabric covering her pubic mound, the folds of her sex were visible- hot shadows beneath the thin layer of darkness. The color of the panties was about as big a contrast as possible with her flawless white skin, and the black color stretched high around her hips on thin strings, forming a thong in the back. Above this most intimate of areas was her midsection, a flat and beautiful plain of unmarked flesh.

As Noah gazed on the beauty of the raven-haired cutie in front of him, he felt a small pang of jealousy. She’s a vision, he thought. If nothing else, Setsume is lucky to lay in bed next to that at night. Lucky to hold that body tight against her. In that way, if not in any other, I know a bunch of guys who would kill to be in her position.

On the other hand, the little angel to Lola’s black-clad devil, there was April. The 13-year-old girl was dressed in lacy white, and her bra and panties sporting tiny filigree designs and whirls. The bra was small and more formality than function, as the breasts below had barely started to develop- tiny nubs of flesh that were only evident to someone looking close. In most respects, her chest was identical to that of her twin brother- with the only differences being the slightly raised thickness of April’s nipples, and the tiny, almost imperceptible swell of flesh beneath each. Her body was lacking the curves sported by Lola, there were no undulating highways of flesh, no hips, no real swell of ass. Instead, April’s body was a different sort of perfection, a tiny statue of golden tightness, graceful and shining with the strength of youth. Her eyes were large and blue. Her little behind was a taut swell, stretching her tiny panties with perky, coltish semi-circles of tanned, pubescent meat. The way the “V” of her panties tapered off to a thin strip of lacy white at the bottom of her sex, moving over the tiny mound of her little pussy before disappearing between her legs, was a thing of beauty.

“Well, look what we’ve got here,” said Lola, walking slowly over to Noah’s side. The couch had ample room for her on his left or right, but for the moment she simply stood, giving him a breathtaking view of her sexy figure through the lenses of his ever-present spectacles. “The man of the hour is ready for us.”

It was true. Noah’s cock, semi-hard with taboo meanderings before the entrance of the two girls, was now standing at full attention, tenting his boxer shorts upward with the full length of his nine inches. The boner stood monolithic, like a kid wearing a bad ghost costume at Halloween, against the backdrop of his chiseled abdominals.

Lola ran a hand through Noah’s brown hair. “Look at this cute little ponytail,” she cooed, winking. “I bet you’re a real hit on campus.”

Noah chuckled. It had been a joke- but he had, in fact, been the lab assistant that the female faculty members had hoped to get. Those days, of course, were long past. But he found the memory to be welcome- for the few seconds it lasted before he felt a tiny hand grab his cock through his boxer shorts. April was on her knees, leaning her front against the couch seat, and snaking one arm over his leg to grab at him while watching his jutting boxer-tent with rapt attention.

“He’s a big one,” she said, voice reverent. “Ever since that day, I’ve wanted to get a closer look.”

“Well, it looks like you’ll get your chance,” Noah said, voice almost cracking. Though he’d be mentally preparing for the moment where April touched his cock, it was still hard to shrug off years of ingrained sexual training, all of it screaming at him that she was only 13, only 13, only 13…

Lola sat down beside him and nibbled his ear, lightly. “We’re going to have a little competition,” she whispered, caressing his thigh with one nimble hand. “April and I want to see who you like better. The winner is the one who makes you cum first.”

“Pretty sure, regardless of the outcome- I win,” Noah said. His hand moved to Lola’s thigh, but hesitated. Strangely enough, he had no problem fucking her- it was business. But to caress her, whisper to her, show affection- it seemed like he was treading into occupied territory. Lola, on alert for just that sort of hesitation, seemed to sense it at once, and leaned in closer.

“It’s ok,” she whispered. “She understands. She won’t be mad.” Noah nodded, and then moved his hand to Lola’s thigh, stroking her with a thumb. The room was starting to get very hot. Noah’s glasses had started to fog slightly. Chuckling, Lola gently took them from his nose, meeting his brown eyes with her green ones, seeming to cradle him with her gaze.

“These are so cute,” she said, folding them.

“You don’t think I’ll need glasses where I’m going?” Noah asked, raising an eyebrow.

“How nearsighted are you?” asked Lola. “Because you wouldn’t want to miss this.” She started to rise from the couch.

“I’m fine within ten feet,” Noah said. Then, Lola bent over in front of his face, spreading her legs, and looking down through the “V” of her own stance to meet his eyes, raven hair hanging low behind her head. She winked at him. “And boy, am I glad I can see that far,” said Noah.

“No fair!” said April, standing up, her hand falling from Noah’s boxer-covered dong. “You started flirting before I knew we’d even begun!”

Lola bent her knees slightly, dipping a little like a stripper, jiggling the big, white globes of her bubble butt in Noah’s face, and replied to April while her assmeat was still vibrating. “If you want to get technical, you grabbed his cock within 30 seconds of us entering the room,” said the black-haired 19-year-old, smiling at April. “So you can’t complain about rules!”

Lola sat backward, smothering the tent-shape of Noah’s cock in the fleshy valley of her ass, rubbing down on his prick. Noah could see the enticing heart-shape of her butt and waist, could feel the softness and pressure of her amazing ass as it massaged his nine inches of meat. “Besides,” she continued, cherishing Noah’s low gasps of pleasure, “we’re making them up as we go along.”

April looked on as Lola teased Noah’s cock with the meat of her sexy ass. “Come on,” she said. “Give me a turn!”

“Ooh, the little girl wants to hop aboard!” said Lola, winking at Noah. “You think she can handle the ride?” Lola stood up and walked a couple of steps away, and April moved over to where Noah sat on the couch. Though Noah didn’t know at first exactly what the 13-year-old was going to do, that question was answered quickly when she stood in front of him just as Lola had done, presenting the bulge of her little behind, still wrapped in virginal white fabric. April’s medium-length hair flitted about her neck as she turned to look at Noah over one tanned, thin shoulder.

“I think my butt is much cuter than Miss Lola’s!” said April, winking. Lola uttered a laugh, and Noah’s mind whirled with thoughts, not the least of which was the fact that he felt like he should be arrested for just looking at April’s perky little ass.

Lola turned and wiggled her own ass, causing the pale, thong-split butt globes to jiggle for a few tantalizing seconds. “This is the main course,” she said, smiling. “You’re just a little snack!”

April bent over, looking at Noah around the edge of her extended leg, giving him an unobstructed rear view of her panty-wrapped ass and the outline of the tempting pubescent pussy beneath. “We’ll just see about that,” she said. Then April too wiggled her ass, moving nimbly- and Noah saw that even with the snaking side to side movement, the flesh of her butt barely jiggled at all- it was tight and youthful beyond measure.

Then, she sat down on him, pressing her ass into the length of his cock, grinding onto it through his boxers.

Noah was startled into an exclamation. “Whoa! Wow.” April smiled as she continued to grind her little butt against Noah’s long, boxer-wrapped flesh snake. She leaned backward, the tanned smoothness of her back pressing softly into his chest. He could feel her weight on him- she was a true pixie- it didn’t seem like more than 80 pounds.

“You’re long,” she whispered, rubbing against his crotch. “But I’m really wet. So I can have sex with a big cock like yours!”

Lola chuckled. “Ooh, she’s breaking out the dirty talk! I’m in trouble.”

Noah could smell the sunny scent of April’s hair- the top of her head was just below his chin. “Is that so?” he said, thinking that he sounded quite lame indeed, but nearly at a loss for words.

April turned around, and then readjusted herself so she was straddling Noah’s abdomen, looking him in the eye. The heat of her body was intense. The feel of her soft panties sliding over Noah’s abs was one that the young man privately thought to be incomparable. And yet-

“What’s wrong?” April said, putting her arms around Noah’s neck. Her face was one of concern and slight disappointment. “Don’t you want to put your hands on my hips? You can hold me tight! It’ll be fun!”

Noah turned up one side of his mouth in a tortured grin. “It’s not that- I just…” he said, trailing off, unable to say what he was feeling in words that would be meaningful. Lola came to the rescue by removing her bra, letting her big, sexy tits tumble free.

“Maybe he just needs something to grab on to,” Lola said, winking at April. The young girl moved off of Noah as Lola approached, straddling the young man on the couch and using two hands to press her tits up against his face.

“Why don’t you grab on to these?” she said, slyly. Her eyes were insistent. There was no doubt in them. As he raised his arms, feeling giddy and surreal at the situation, Noah still felt conflicted.

I’m in a no-win situation here. Either I’m groping someone else’s girlfriend, or I’m putting my hands all over a little nymph who isn’t even old enough to have started high school. If I don’t reconcile this, and fast, this entire thing is going to be a train wreck. I’m only here because of Sarah. I don’t have a “special skill” like the Flesh Project girls.

And then he came to a sobering thought.

I’m like Jimmy Olson, and everyone else is Superman. Except instead of always needing to be rescued, I’m here when they need a spare dick to contrast to someone else’s 24 inches.

Alarmed, Noah felt his cock begin to wilt. Even in the midst of a sexually-charged situation, he couldn’t get the thought out of his mind. Empathy, kindness, and a good personality weren’t what mattered in this place. All they wanted were inches (which, all things considered, he had) and the ability to turn off inhibitions and simply fuck anything that moved. That was the part he was having trouble with.

That was when Lola leaned forward and whispered in his ear, even as Noah caressed her big tits with his dexterous, lab technician hands. “Is something wrong?”

“I don’t know,” he whispered back. Then, he decided to elaborate a little. “I guess I’m just not used to being part of this sort of thing when Sarah isn’t around. I just feel strange, like I’m doing things I shouldn’t.”

“I understand how you feel,” Lola said. “But before you take yourself out of the running, keep something in mind.” She leaned closer to his ear, tickling it with her breath.

“Sarah isn’t here. Right now, in another room, Sarah is getting fucked by my girlfriend’s massive cock. She is probably being fucked harder and deeper than she ever has before. And Setsume cums big, and she cums thick- so Sarah’ll be painted white before all is said and done. I’d be lying if I said it doesn’t hurt me a little to think of Setsume fucking another woman. Two other women, in fact.”

Noah imagined the scene. Sarah, in ecstasy, trying to stuff more of that freakish cock down her throat, her puffy, red-fuzzed cunt exploding with orgasms as she swallowed load after load of girlsperm. She was surely having the time of her life- and not sparing a thought for him. He smiled a little at the thought of it. Indeed, Sarah had gotten lucky in the draw. Meanwhile, Lola shifted on his lap, running a hand over Noah’s midsection, letting her fingers slip and tumble over the muscular striations there.

“But I remember what Setsume said,” she continued. “This is the price we have to pay to be together. If I wasn’t in this place, I never would have found her.”

Lola looked Noah in the eye.

“Do I have to tell you what I ran away from to be here? The sort of things I’d be made to do if I wasn’t with you, right now? Don’t make me do that, Noah. You don’t want to hear it. And I don’t want to tell it.”

She ran a hand through his hair. Lola’s expression had changed to one of gentle resolve. “Please,” she said. “Just be with me. With us. Make love to us. Keep us warm. They guys behind those cameras don’t care- but you can. Caring is all that’s going to keep us alive in this fucking place.”

Noah pressed his head forward, moving his lips to within inches of Lola’s, feeling her breath on his face, and letting his exhalations slide over hers. “Ok,” he said, closing his eyes. “Caring, I'll always do. Don't worry.” And then he kissed her, and though he didn’t know it, Lola felt herself melt a little, felt herself wishing that those deep brown eyes of his would look upon her forever. Noah, for his part, felt himself give a little, too. The press of her soft lips was like heaven. His cock was back to full attention- and the way she had spoken, with such careful kindness and eloquence, had made him love her a little- maybe just for that moment. Maybe forever.

April looked at the scene with sad interest. She could not make out the words that the two were whispering to each other- but Noah was showing much more interest in Lola than he had in her. This was a feeling she wasn’t used to- and it caused a hurt inside of her that she couldn’t quite identify. Her mother had always set up encounters for her where she was the center of attention- the special one in the room. Men would come from miles around to be with her, so special was the prize she represented- a sexual dynamite preteen who would fuck and suck for as long as they could last (in most cases, they were pretty old, and it wasn’t long), a girl who was savvy enough to play the predatory Lolita or the innocent victim as the fantasy required.

Now, things had changed. She had NEVER been with someone who was hesitant to touch her and hold her. Even with the men who wanted to act like it was a crime, their hesitation was just an act, and April could tell that they were just itching to paw at her youthful body, to bury their tongues in her sweet little pussy. But something about her had worried Noah. It was just like how Miss Mikura had acted, distancing herself- but somehow worse. April, growing weary of having to convince people to hold her, touch her, be with her…suddenly felt like crying. For the first time, the obstacle of age was weighing heavily on her. Worried that tears might come, she turned to face the opposite side of the room.

She heard a rustling on the couch, and then footsteps. And a warm, large hand on her shoulder.

“Hey,” came the voice. Noah’s voice. April turned, moving her head up to look at him, trembling. She tried to stop the tears welling in her eyes, but though none fell, they were still there, glistening. She wanted to let him know that it wasn’t his fault, that it was the situation- but he spoke before she could.

“Come here,” he said, and drew her close to him. She let his strong arms draw her, not resisting, savoring the feel of being pulled into place by a desirous force. Then, using one gentle hand, he tilted her chin up and looked her in the eyes. Bending slightly, he kissed her- softly, on the lips. He felt her go to her tiptoes in order to meet the kiss, pressing her mouth into his. She threw her little arms around his neck, running a questing hand through his brown hair. Experimentally, Noah pressed his tongue against the kiss, and she enthusiastically responded, flicking at it with her own. Their mouths opened slightly and the kiss became the deep, passionate tangle of two lovers. Lola gazed on with admiration. The kiss was a mismatch- he was a foot taller and ten years older, but beautiful to watch just the same.

When the meeting of mouths was broken. April continued to gaze into Noah’s eyes, awestruck. He had come to her in her moment of greatest doubt. At the perfect time. She felt something inside herself that threatened to set her tiny body trembling. A feeling that she would be satisfied feeling his mouth on her, and no other, for the rest of her days. “Mister Noah!” she gasped. And she hugged him tight, pressing her cheek into his chest, feeling the bulge in his boxers as it poked into her midsection, knowing that the hardness there was the promise of a deep fucking to come. She closed her blue eyes tight, squeezing remnant tears from the corners, storing the moment in her young mind forever.

Noah looked over at Lola, sheepishly, but smiling. She smiled back from her place on the couch, still wearing nothing but her black Skull N’ Crossbones panties.

“Looks like you’ve got a new girlfriend, stud,” Lola said, grinning.

“Who knows?” Noah replied. “But while we’re in this room, I guess we can be anything to each other. The sky is the limit.”

“That’s right!” April said, face still pressed against his chest. “I want you to hold me and kiss me some more! Please!”

“I will,” said Noah, petting April’s blonde hair gently. “Don’t you worry.”

“Don’t forget about me,” Lola called, shifting on the couch. She removed her black thong, revealing her smooth, puffy cunt. “You better fuck me, schoolboy. It’s been a long time since I’ve been with a person that could actually really give it to me, without rupturing something.”

Noah laughed. “Well, who am I to object to that? I’m the safe choice!”

“And you better let me suck on you!” said April, hugging desperately. “I want to put your big thing in my mouth. Mister Noah, I just know your cum will taste so good!”

For the first time since the kiss, she opened her eyes and gazed up at Noah, partially releasing her hug in order to caress his cock. “And I want you inside my pussy,” she seethed, blue eyes wide. “I’ll make it good. I’ll squeeze you until you cum all over inside me.” She hugged him close again, enjoying the feel of his mature body against her undeveloped one.

Noah could only return the enthusiastic hug with amusement and more than his fair share of horniness. “Don’t worry, honey. I’d call that suggestion that another big yes,” he said. And so they stumbled toward the couch with minds in the gutter. Lola, now naked as the day she was born, reached a hand out to tug at Noah’s waistband.

“I think it’s about time we got rid of these underpants,” she said, green eyes intense.

“Oooh, yes!” said April, snuggling up against Noah’s thigh like the world’s youngest stripper on the hunt for twenty bucks. “I want to see that big cock!” Working together, the women yanked down the offending boxer shorts. Noah’s hard dick slapped his belly as Lola tossed them haphazardly across the room.

“Now, let’s see who can suck a better dick!” said Lola, winking at April as she bent over Noah’s midsection. A gasp escaped his lips as her hot mouth enfolded the tip of his cock, smothering it in wetness. Effortlessly, holding her hair out of the way so that Noah could see every detail of her throatwork, Lola pushed her face downward, letting the nine inches of meat invade her mouth without showing a trace of gag reflex. In seconds, Noah could feel her nose brushing at his thigh, and the side of her mouth brushing his balls. Incredibly, she smiled while his dick was down her throat, and then withdrew, leaving half of his cock buried. Then she darted downward, again forcing her nose up against his thigh. The noise of her windpipe caressing Noah’s cock was slick and wet, the hungry sound of someone gulping down a mouthful of food.

“Jesus, that feels amazing!” Noah said. He could only lean back and enjoy as Lola brought her face up and down, leaving the top half of his cock in her mouth at all times, working the bottom half, using the wet tightness of her throat to squeeze his length. Noah knew that this particular blowjob technique was one that only he had enjoyed from her since she arrived- there was no way Lola could have sucked Setsume’s cock like this- it was too large. He did not know the details of Lola’s audition.

She pulled completely away for a moment, gasping, swallowing gingerly, and smiling at Noah as she jacked his dick, slathering it in the saliva she ahd left behind. “You have a nice, polite cock,” she offered, smiling. “It tastes good.”

“And doesn’t threaten to break your jaw,” Noah joked. He ran a hand across Lola’s sexy thigh. “Lola, you do that very well.”

The black-haired girl blushed, allowing Noah a heart-pounding glimpse of her flashing emerald eyes. “Well, practice makes perfect, I guess,” she said, licking her fingers and bringing them back to continue her handjob. Noah felt a second hand on his cock and knew that April was about to make her presence felt.

“Now me!” said the 13-year-old, leaning over to hover her pretty little head above Noah’s cock. He could see the way her lacy white bra cradled the barely-there fleshbulbs that would one day grow into tits. He reached out to rub her shoulder, and couldn’t believe the firmness and heat of her youthful flesh.

“Ok honey,” he said. “Do your best!”

She looked over at him, blue eyes narrowing. “No way,” she said. “I’m going to win!” Her hand was tiny on his long prick, making it look even larger by comparison. Then, she lowered her mouth upon it, sucking the tip, using her little tongue to bathe the underside of the glans, all the while caressing the rest of the length. After a moment, April let the head emerge from her mouth with a *POP*, and smothered it in hot breath.

“I love the way you taste,” she gasped, painting his prickhead with wet breath. Naughtily, she wiggled her little behind. Her voice was a pre-pubescent, girlie whisper. “I’m a bad little girl. I need a spanking.”

Noah reached out to put a hand on April’s compact rear and found himself almost in disbelief at the sensation. It was like touching a doll- her 13-year-old ass was a perfect bulge of flesh, smooth and tight. April licked up the length of Noah’s shaft while turning a blue eye toward him, egging him on. “Good little girls don’t put big dicks in their mouths,” she whispered. “Go ahead- do it! Spank me!”

*WHAP!*

Noah did so, feeling her ass reverberate under his hand as he laid a medium-strength smack on her.

“Ugh! Yeah!” April said, and dove down on his dong, devouring inch after inch in her tiny mouth, stopping after four to tongue the underside.

“Well, you asked for it!” Noah said, running his other hand through her blonde hair even as his other hand caressed her tight butt. “Whoa! That’s amazing!” The air was filled with cute little squeaks and exhalations as April worked over the topside of his cock. Her hair fluttered about the sides of her head as she went up and down, keeping one tiny hand firmly wrapped around the base.

Lola nibbled on his ear as he let his head fall back against the couch seat. “This isn’t really fair,” said the older girl, jokingly. “She’s playing the age card!”

Again, April pulled her face off of Noah’s cock, letting a strand of thick saliva connect his pisshole and her lips as she looked up at him. It broke only when she pressed her face up against the length of his cock, measuring it against her face, showing Noah the size difference by laying the full length of his erect dick against her angelic features.

Lola laughed. “It’s so big compared to her head!” she commented, still nibbling on Noah’s earlobe. Again, April wagged her butt cutely, arching her back. She bit her lower lip and looked at Noah, rubbing her face along the length of his cock as she held it straight up into the air.

“Mister Noah, I’m going to stuff this whole thing in my mouth! And if I don’t make it, you’d better punish me!” It was the breathy voice of a girl who had been caught with her hand in the cookie jar.

Noah raised an eyebrow, smiling his gentle smile. “Really? I mean, when it comes to getting blowjobs from beautiful women, I’m usually pretty lenient.” Lola laughed, and April would have laughed, had her heart not been set a-flutter by being referred to as a “Beautiful Woman”.

“Don’t you hold back!” the young girl admonished him again- and then she went down on his dong with a vengeance, enveloping the head and the first five inches before meeting the resistance of the back of her throat. The heat and moistness of her mouth was unsurpassed. Noah could see her pink lips stretching, her blue eyes wide with concentration as she willed her throat to relax, to open and admit the battering ram at her gates. There cute little choking noises filling the air as April’s breath was forced out of the pinpoint nostrils of her perfect nose.

Moving one hand with purpose, she took Noah’s hand and placed it on top of her head. She nodded slightly, or as much as she could with five inches of dick filling her face. Noah began to push downward, using medium force, and another inch of his cock made it into her throat. April made a choking noise, and another explosion of air came out of her nose. Noah leaned back and closed his eyes, groaning. Words were inadequate to survive the feeling, and though Noah considered himself well-spoken, he also considered himself smart enough to just shut the fuck up when the moment was right.

Her throat bubbling with spit, vibrating around the prick helmet trying to vanish down the back of her mouth, April moaned around Noah’s cock and wiggled her ass, swaying it back and forth, white panties stretched overtop of the tiny package of her asscheeks, begging for a spanking.

*WHAP!*

Noah had really nailed her- not full strength of course, but strong enough to make a slapping sound, even impacting on her lacy white panties. In the instant his hand made contact, Noah again felt the toned tightness of her little butt as it ricocheted off his palm. His cock had never been harder.

“Uugh!” moaned April around Noah’s cock.

“Don’t stop,” said Noah, playing along. “You better keep going, or I’ll spank your little ass!”

April moaned again, a sound of desperation and animalistic pleasure. She braced her dainty feet against the couch and shoved forward. Another inch of Noah’s cock disappeared, leaving two to go. The sight of April’s body working, like some majestic, sweat-slick machine, in an effort to shoehorn more dick into her barely-pubescent mouth, was erotic beyond measure. Noah could see that Lola dropped a hand to her own cunt, and couldn’t blame her one bit.

*WHAP!*

“Yeah, you punish that tiny little cocksucking bitch!” seethed Lola, filling Noah’s ear with a scalding avalanche of dirty talk. “Slap her little ass!” Her hand was diddling her cunt furiously.

*WHAP!*

Another spanking, another breathtaking feel of barely-teen ass. The air was still filled with the noise of throaty cocksucking, and high pitched squeaking noises as April attempted to move from 7 inches to 8. Finally, after a moment, she achieved it- Noah could feel his cockhead meet the resistance of her throat-back and begin to press down her windpipe. As April drove her face down on Noah’s dong, she moved a free hand to her cute little pussy and moved the crotch of her panties aside in order to rub her clit furiously.

*WHAP!*

“You’re almost there! You’re telling me you’re going to stop now? Come on!” It was something to say. Noah could barely form a sentence, so unparalleled was the feeling of her tight, underage throat.


*WHAP!*

“Aaaaauugh!” groaned April, throat muffled with cock. Still, she wagged her ass desperately. More. She wanted more.

*WHAP!*

“Aaaaaaugh!” It was the sound of a cock-muffled orgasmic scream.

“Don’t you fucking stop!” groaned Lola in Noah’s ear. “Hammer that little whore’s ass while she sucks your cock!”

*WHAP!*
*WHAP!*
*WHAP!*

“You BETTER hurry UP and SWALLOW that final INCH!” groaned Noah, punctuating every other word with a sexy spanking.

“Bad girl!”

*WHAP!*

“Bad girl!”

*WHAP!*

With each butt-smacking impact of Noah’s palm, April grunted around the buried inches of his long fuckpole, eyes desperate with pleasure. Noah was not really spanking hard enough to hurt her- but her mind was filled with all the images she needed to stir her boiling, not-yet-legal gash toward an earth-shattering orgasm. She saw herself as Noah’s girlfriend, working desperately to please him, proving to him that she could…and sometimes failing on purpose, just to get a taste of what he might do to her if she came up short. The fact that Noah’s personality would never permit such a thing was no obstacle. All that mattered was the fantasy, and the moment.

“Jesus Christ, I’m going to fucking cum just from watching you two!” moaned Lola, fingering her clit furiously as she tweaked one big, upraised nipple.

*WHAP!*

Noah raised his arm and brought it down on April’s little butt in the mother of all spankings, closer to full power than any of the others. He winced, thinking he’d gone too far, so sharp was the sound it made, but April only gave the same scream of cock-throttled pleasure while the final inch of his cock disappeared into her mouth.

“Holy shit!” said Noah as his dick hit bottom. He was on the edge of blowing his load into the back of her throat, but he held on by a thread. Lacking the stamina of the other swinging dicks in the Project, he knew he had to conserve what he had. Lola was not so restrained, and Noah both listened to and felt her shudder to orgasm as she sat next to him on the couch. The stream of filthy talk she ladled into his ear during the cunt-quake is perhaps better imagined than described.

April, meanwhile, was jittering as her pink pussy exploded in a massive orgasm, and as her breathing became high-pitched hyperventilation, it only served to massage the long, slimed-up dick that was buried in her 13-year-old throat. She and Lola creamed themselves simultaneously, shuddering and gasping for what seemed like a full minute, while Noah gritted his teeth and tried to prevent his balls from erupting with a boiling spermload that would splatter April’s gullet.

“Honey, if you don’t stop, I’m going to cum!” he groaned, and April seemed to understand as her orgasm subsided. Slowly, painstakingly, she lifted her head, and Noah watched as inch after inch of long dick emerged from her pink lips, coated with barely-adolescent throat-slime. When she had finally let it all come out, her face collapsed in his crotch. He could feel her hair brushing over him, could feel her hot breath on his balls.

“Fuck, that was hot!” Lola exclaimed, grabbing Noah by the chin. “I want you to fuck me, right now!”

“What about your little competition?” Noah replied, half-scared. “Don’t you want to know who won?”

Lola shook her head, and moved to shepherd April out of the way so she could straddle Noah in a reverse cowgirl. “Fuck 'who won'! I want you inside me!”

Unable to refuse that invitation, Noah hoisted Lola’s bountiful body over his lap and sat her there, feeling her ass collapse upon his thighs in two soft, pillowy butt-globes.

“You ready?” she asked.

“I’m fucking ready,” he replied, good-naturedly rising to the challenge.

She rose up slightly then, and he felt the tip of his cock quiver momentarily at the fleshy gates of her sex, and then she lowered herself down on him, taking his full length inside of her. Noah gasped. Lola’s pussy was warm, wet, and wonderful- and he was balls deep in it. She leaned back against him, licking at his neck, and running a hand through his hair as she whispered.

“I want it fast and hard!”

“Ladies’ choice,” Noah replied, and pumped his hips, beginning to thrust in and out of her boiling box at a slow pace, picking up speed.

April, recovered from her harsh cum, moved to the front of the couch and crouched between Noah’s legs, watching with big blue eyes as he bounced Lola up and down on his dick. The wet slap of flesh that came as his meat split apart her nether-lips and plowed into her pussy was lewd and arousing to the young girl.

“Mmmmmmmm! Fuck me!” Lola gasped, slamming her center of gravity downward to meet the increasing pace of Noah’s thrusts. From April’s vantage point, one could see Noah’s balls bounce upward with each stab into Lola, and the slick wetness of his cock as it emerged from the superheated tunnel of her pussy, only to crash forward once more. Lola’s labia were engorged with blood, a flowery pink against the whiteness of the surrounding skin- and flecked with droplets of dripping cunt cream. April could only imagine the sopping heat that must lie inside.

Noah decreased the interval between thrusts, pounding away at Lola as fast as he could, and she continued to bounce up and down to meet him, tits flopping tantalizingly at her 19-year-old chest, soft but firm, a bouncing flesh bounty for the cameras. The black-haired girl was in nostalgic sort of ecstasy, receiving a thorough fucking from a cock that was just the right size, lacking super-virile, impossibly stretching quality of sex with Setsume, making her remember how wonderful conventional fucking could be, how great it was to feel a pair of powerful thighs banging off the jiggling globes of her sexy ass.

“Don’t stop! Aaaugh! Don’t ever stop! Faster! Do me! Fuck me!” she wailed, rubbing her leaning face against Noah’s neck. Her partner had reached a wonderful rhythm, hammering into her cunt and then rebounding to try again, twice a second. She could feel his powerful arms gripping her waist, pulling her up and down, helping her to lift and drop herself upon the jutting meat spike that was crashing into her insides. It was too fast- too much! He couldn’t possibly keep it up for more than a couple of minutes…but what minutes they would be!

Noah did not show any signs of slowing down. He was young and strong- a necessarily combination to play in the “big leagues” of the Flesh Project, and so Lola’s expected two minutes became three, and then four, and then five. Five minutes, at a pace that most men couldn’t maintain for more than thirty seconds- a jackhammer pace. During that time, Lola cried out frequently, asking him not to stop, begging him to fuck her endlessly, telling him how good he was making her feel. Noah was mostly silent- intent on the task at hand, and the sensation of Lola’s volcanic fuck tunnel massaging all nine inches of his thrusting dick.

“Aaaaaaaaaaaaaaaaaaaaaaaugh! Augh! Augh! Ugh! Aaaaaaaaaaaaaugh! Fuck! Fuck!” Lola’s groans became gradually less intelligible and more animalistic. Both of their bodies were painted with sweat- slick with it- and Lola could locked eyes with April, pleading, uncomprehending, seeing April’s look of reverence as she saw the long cock ripping in and out of Lola’s pussy. They exchanged a silent communication.

Holy shit is he ever fucking me!

To which came the reply:

Yes. Yes, he sure is!

As they passed minute six of power-fucking, Lola has ceased to say any recognizable words at all- only syrupy grunts, the sounds of a rutting, fuck-starved animal. Her teeth were clenched together, eyes locked on Noah as she leaned her head back, looking like she wanted to devour him, staring with those emerald pools of pure, concentrated “Fuck Me!”. Sweat was flying with each labia-splitting fuckthrust, spattering April’s astonished face. Lube was washing from the edges of Lola’s pussy in honeydrip ropes.

“Aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaugh!” Lola screamed at last, erupting overtop of the firecracker orgasms she had been having with one big one, ceasing to drive herself back down on Noah’s cock- indeed, ceasing movement of any kind, outside of the spasming, spastic quakes of her fuck-shuddering body.

“NOAH!”

(setsume)

she screamed.

“LOLA!” he called back, feeling cum boiling in his balls as he nuzzled her head desperately with his neck. “I’m coming!”

“FUCKING CUM INSIDE ME!” she howled, her body a fireball of orgasms. Noah shoved himself deep inside of Lola in one final, penultimate thrust, burying himself to the balls, feeling the tip of his cock meet the resistance of her cervix. Their stillness in this rictus of thrust and orgasm allowed April the chance she had been waiting for, and she darted forward to clamp her mouth over Lola’s glistening clit as it lay, unprotected, above the penetrating girth of Noah’s fuckpole. Working feverishly with her nimble tongue, she worked circles and figure eights around the flesh nub, sucking, licking, biting, causing Lola’s orgasm to redouble in size even as Noah’s cock erupted inside of her, sperming her most intimate passage with streams of thick jizz. April could actually feel the aura-like heat of their cock/cunt collision bathing her chin.

For a long while, nobody moved, save for the clit-licking of April and the sweaty orgasmic aftershocks of Noah and Lola. Noah held his partner tightly, arms around her waist, savoring the feeling of being inside her, listening as he breath hitched in her chest with each spasm. Then, having sensed Lola’s state to much through tactile sensations, he looked at her, really looked at her, and saw that her eyes were glazed. A tiny runner of drool could be seen at the corner of her pretty mouth. April uttered a squeak from below, and drew back, startled.

“Miss Lola, there’s letters on you!” she cried, eyes wide.

Suddenly, Lola’s eyes snapped back to awareness, and she reached a hand up to pull his head harshly toward hers.

“I’ll always let you fuck me and cum inside my cunt,” she said. “It’s all I’m good for. I’m worthless unless I have a dick inside me. I’m just a stupid whore.”

Noah was speechless as he tried to collect his thoughts. Fuck, this is it! he screamed at himself, in his head. Do something! She boosted herself off of him suddenly, dislodging his cock from her pussy, and moving to a standing position in front of the couch.

“Miss Lola?” April said, tentative. Lola had a scary look in her eye. Abruptly, the black-haired young woman squatted down, spreading her knees, holding the lips of her pussy apart. Even as Noah saw his own cumload begin to slide out of her, he noticed the word tattooed just inches above Lola’s clit.

S-H-A-M-E

With a nasty, dead expression, she caught the sperm that was drooling from her pussy in one hand, pooling it, and raised it to her mouth. “I’ll eat the leftover sperm out of my own filthy cunt,” she said, tonelessly, and licked across her palm, dragging the thick whiteness there into the depths of her mouth, swishing it around.

Noah rose from the couch, still naked. He started to say Lola’s name, but was cut off when she grabbed his cock as soon as it came within range. April was still looking on, eyes wide and uncomprehending.

“You must need to piss!” Lola seethed, pulling Noah forward, hand encircling his cock. “You can piss on my face! Or in my mouth! Please, I just want your piss!” Her face was a sick beggars parody. She turned her attention to April. The young girl had her hands clasped together between non-existant breasts, and beneath the worried expression on her normally sunny face. Lola began to crawl toward her on all fours, eyes glassy. April looked at Noah, fearful and confused, uncertain about what to do.

“Please, April- piss on me. Come on, sit on my face, and let your little bladder go. I’m not even good enough to be a 13-year-old’s toilet whore.” She tugged roughly at her breasts, stretching them. “You squat on me and piss all over my tits!”

April’s lower lip began to tremble.

“April!” called Noah. “Hug her! Show her that it’s safe!” And then he himself darted forward, wrapping Lola quickly in a hug on the heated floor, pressing his body against hers. April, following his lead, moved forward too, hugging her from the opposite side.

“No!” Lola yelled, struggling, eyes closed, head turning from side to side in a fierce gesture of negation. “I’m just a stupid whore! Hurt me, rape me, fuck me, ruin me! Use my mouth like a cunt! Fill me with cock!”

“It’s ok, Miss Lola, we love you! You’re safe!” April squeaked, eyes shut with fear, holding on to the larger young woman for dear life, willing all the good wishes in her heart to be heard. She heard Noah saying things too, telling Lola that she was safe, that no one would hurt her here, that she was with people who cared about her. They were a mass of flesh, tangled on the floor- two friends trying to subdue a waking demon.

“No!” said Lola again, her eyes filled with tears. “Don’t hug me, I’m a filthy, sperm-drinking bitch, don’t hug me! Spit on me! Let me go!”

“No! You’re Miss Lola and we love you!” April called back, heart pounding. “You’re safe! We won’t let anyone hurt you!”

Lola started crying then, bursting out with thick, gasping sobs. Letting all of her emotions run free. Noah spared a glance at Lola’s crotch, and saw that the tattoo was gone- her freshly-fucked pussy, and the area above it, were as bare as a newborn babe. Lola cried for a long while, as both April and Noah whispered softly to her, telling her that it was alright, that she could cry, that they were here for her. And that they loved her. Cared about her. Those sentiments, most of all.

“Setsume is looking after you,” Noah whispered. “She wants you to be safe and happy. Think about her. Think about Setsume.”

Lola sniffled, stopping her sobs, opening green eyes tinged with red. “Sumie?” she whispered, whipping her dripping nose. “Oh, I miss her!” She began to cry again. “I need her here now, I’m so scared! I’m so ashamed!”

“It’s ok, Miss Lola, it’s ok,” April whispered, rubbing Lola gently. “You’ll see her soon. And you’re safe here with us. Please, don’t be sad!”

Again, Lola began to sob, softly. But the worst seemed to be over. Noah’s mind was a whirl of thoughts. He wondered how Lola had survived with her condition for the years before she had come to the Flesh Project. He wondered how much longer she would be able to avoid letting herself succumb to it and give all of the nefarious watchers exactly what they wanted to see. He wondered how Lola and Setsume’s love could survive under the conditions in which it had seen fit to blossom.

Love is seldom convenient, he thought. But I’m hoping for you, Lola. Hoping as hard as I can.

As they lay there together, bodies vibrating occasionally with Lola’s subsiding sobs, Noah thought about all of these things, and more. And then April spoke up.

“Let’s take Miss Lola to see Miss Setsume. And we can check on Miss Mikura. I’m worried about her.”

Noah squeezed Lola softly, reassuringly. “Is that ok?” he asked, voice gentle. “Are you feeling up to moving?”

Lola sniffled, emerald eyes tinged with red. “I want to see her so bad,” she said, turning to look Noah in the eyes. “Yes, it’s ok.”

The three rose, gathered their clothes, and walked from the room. And though they didn’t consciously decide to do so, they passed through the door hand in hand, gripping each other tight against what might come. Noah, though, left one last question in the room, one he was almost ashamed to ask himself.

He had stopped. Refused to take advantage of Lola, in the throes of her shame.

What will happen, he asked himself, if she falls victim to someone who won't stop?

And to that, the empty room had no answer.