Pleasures of the Flesh

by Phantom

Chapter Three
rating:***+op

Prime's fingertips traced gentle circles on Alita's upper thighs as he watched her response in fascination. She bit her lip and whimpered as her back arched, hips lifting off the cushion, searching for contact. "More!" she gasped, feeling the burning in her crotch escalate to an intense throbbing. She yearned to feel his damp tongue probing her intimately, so different from the sensations in robot form.

Optimus complied gladly, mouth watering at the idea of tasting her honey once more. His tongue teasingly trailed around her outer lips, avoiding the swollen areas that begged for attention. Alita shifted her hips, bringing her heated parts in contact with his mouth. His tongue delved into her slick cleft, caressing its expanse, then traveled up to the protruding sensor node. He licked around it slowly, bathing it, admiring how it strained to meet his touch. Her breath hitched, and he could tell how close to release she was. Optimus thrilled in the pleasure he could give and dedicated himself to the task of making her cum. He caught a bead of lubricant on his tongue, and his penis stiffened in response, enthralled with the taste and odor of musk, the mark of a female ready to mate. Giving head had always aroused him, and sometimes he had had to stop because he was cumming too hard.

Optimus could feel the preparatory squeezings of her inner muscles as his tongue danced its way down her cleft again, stroking the smooth skin, to the entrance. Her hands clenched on his shoulders, and he sensed her entire body stiffening, bracing itself for release. His tongue plunged in deeply, imitating the motions of a hard cock. Her insides felt like velvet on his tongue. Her cries rose sharply in pitch, and he felt her vaginal muscles begin to clench tightly. His thumb rose to friction against her straining clit, which was the catalyst she needed. Her cries broke off in a choked sob as something deep inside opened, setting off a wave of throbbing contractions throughout her vagina, tingles spreading down her spine. She pressed against his face desperately, body jerking as the sexual tension found release in one gigantic burst.

Optimus hung on to the gyrating femme, tongue and lips continuing their stimulation until the waves of pleasure diminished to slight twitching. Alita's body relaxed, sagging back onto the bed, completely sated. "Mmmm," she sighed happily, licking her swollen lips and relishing the occasional shudders of aftermath.

Optimus moved up the bed to lay close to her, taking her in his arms. She smiled and lay her head on his chest, then jumped a bit in surprise when she felt something press against her belly. She looked down, then smiled delightedly. "Where did that come from?" she teased, sizing up his rising organ's dimensions in admiration. "Is it for me?"

"It's all yours," Prime replied, letting her eyes roam over his body hungrily. Her sexual appetite never ceased to amaze him. She smirked and stroked his length with a fingertip, causing his hips to shift restlessly. Pleased, she enveloped it with her small hand, pumping gently as her tongue played over his parted lips, then plunged in to slide over his smooth teeth. His tongue surged forward to meet hers, and they frictioned against each other in their own mating dance. She pulled away and couldn't suppress a smile at Prime's pout. He could be so childish sometimes. She kissed his jutting lip, then propped her head up on her hand to watch as her hand squeezed rhythmically. Optimus ducked his head, uncomfortable with her scrutiny, while his penis jumped, enjoying the attention.

She kissed away his embarrassed expression, then slid down the length of his body, pausing to playfully tweak his nipples, which began to rise again. Her fingernails trailed down his body, scratching gently at his chest, plunging into his belly button, then toying with the sparse patches of hair that began to thicken as she moved southward. "Wow, look at it!" she grinned as his penis began to jerk. "It's waving to me."

"We're both happy to see you," he replied teasingly. Her hand enveloped its length as she kissed the tip. Optimus panted heatedly, sweat beginning to bead his forehead as his body cried out for more. Then he *did* scream when she playfully bit the head, teething the velvet skin. Her tongue trailed down the underside of his penis to its root, then explored the wrinkled skin of his scrotum. She took the twin sacs in her hand and jiggled them lightly, taking care not to injure him. "They bounce," Optimus said, quite surprised. He was fervently glad that such a vulnerable area did not exist on his robot body, since the impregnating force that was released by a male body was a program, an electronic signal, which traveled in conducting fluid.

Alita's hand replaced her tongue on his balls as her mouth enveloped the shaft, head bobbing as she sucked him eagerly. Precum dribbled onto her tongue, and she picked up the pace, wanting to push him to the limits. Prime's chest rose and fell as he sucked in lungfuls of oxygen, body preparing for release. She felt the base beginning to swell and smiled, removing her mouth. The look of frustration that crossed his face was comical. "Don't stop!" he cried desperately, hips thrusting into empty air.

"I want to watch you cum," she purred as one hand fingered his head. Her other hand drifted past his balls down to his rear, probing at the tight hole. She watched raptly as his mouth twisted into a grimace and his eyes struggled to stay open to watch the grand finale. A cry burst from his lips as a ring of muscles at the base of his cock squeezed in a death grip, launching a spray of semen into the air. Alita cupped his penis gently as it shot for all it was worth, covering both of them. Muscles in his jaw jumped as his teeth ground together, riding out the waves of climax. Soon the organ deflated and sank down between his legs, slick with fluid.

Optimus lay back, panting, as his body came down from its high. "Wow," he gasped. "You always know how to spice things up, Alita."

Alita smiled gently as she wiped his body clean with his shirt. "Sorry, but I don't think you'll be needing this any

more." She then used the cloth to wipe the cum from her own body.

Prime's expression grew sad. "That's true. The morphing abilities will wear off soon, but I've had enough experiences in this body to suit me. But you'll be leaving in just a few hours. It hurts so much. I can't bear to let you go again."

Alita drew back, putting space between them. She concentrated, and her body began to change shape, growing many times in size until her original pink Cybertronian form came into shape. "I can't bear the thought of leaving either, but it must be. Please, my love, let's spend our remaining time together in our real bodies. I've dreamt of your touch so many times, of your arms holding me as I drift into recharge. I want you to hold me now."

Prime's expressive blue eyes expressed his deep pain. His form changed rapidly, shooting up in height and expanding outward, resuming its original form. "It feels so right," he whispered as he pulled his lover into his arms.

Alita sighed as she leaned her head on his chest, idly tracing a pattern on the familiar body. She gently pushed him down onto the bed and lay beside him, pushing the stained cushion aside. "Don't let go."

"I won't," Optimus murmured as he drew her closer, head resting next to hers. "I'll always love you." They clung to each other, reveling in each other's presence and murmuring endearments until the break of dawn.

The End

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