Will had never seen Lion like this, with the long blonde hair untied and the face flushed and covered with a light sheen of sweat. Granted, he'd never seen the other completely naked before, either. He lay on his back, with the - boy? girl? he wasn't sure. He didn't think it mattered anymore - sat on top of him, ass pressed against his crotch, eyes half-shut. It had been an effort to persuade the blonde that this was alright, that he didn't care; weeks and weeks of gentle compliments and persuasion to get Lion to believe that the matter of his body was nothing to be ashamed of, and even longer before he was able to pull that same body close to his own and caress his back carefully through the suit. There was a time where he had shifted his knee against Lion's crotch and tried to stimulate him through subtle rubbing, but that encounter had ended with a discussion something along the lines of "I'm not ready, or comfortable, and I don't know how to feel about this, so stop". Will had complied, and then spent the next month and a bit back to his old persuasive attempts.
He had, of course, succeeded, and they now lay together on his mattress, fully unclothed. Lion's comparatively smaller hands rested on his chest, propping himself up and giving Will the perfect view of his expression - tight, drawn, flushed, and absolutely delicious. One or two strands of blonde stuck to his face. He reached up and brushed them away, noting how the blush increased around his nose and ears especially as he did so. The hand dropped back onto the mattress, and he continued to stare.
His companion gave no reply, but bit his lower lip a little and gave something between a grunt and a groan. Slowly, slowly, Lion edged himself a little further backwards, pushing himself onto Will's cock. It was a tight fit, but his expression didn't change from almost indifference as he continued to watch the other shift ever so slowly and carefully backwards, trying to fill himself completely.
He felt himself twitch involuntarily at the little noise that escaped Lion's lips, and grimaced. The hands on his chest were sweaty, and the nails were beginning to dig into his skin a little, the fingers twitching open and closed every so often. Eventually, they were joined as fully as they were going to be - Will's dick was mostly covered, and the harsh, ragged breaths of the other told him that it was as far as they were going to be able to go this time.
Will continued to stare up at the other, blinking and breathing normally, completely in contrast to the other who was panting erratically. Slowly, he raised one of his hands and ran it down Lion's bare back, running his fingers against the slippery flesh and resting at the joint of the thigh and hip, next to the other's groin. Lion's penis was erect - not very tall, thick or long, but extremely sensitive, as Will had discovered - and quivered as he breathed in and out rapidly.
He cracked open one eye and squinted down at the brunette, shifting one of his hands so he wasn't going to slip and hurt himself further, and parted his lips a little wider, trying to say something. The lips were flushed and plump, blood having rushed to them as well as other places in his body, but no noise other than laboured breaths left them. The eye slipped shut again and Lion grunted as he tried rocking forwards.
The blonde lifted his hips a little higher and whimpered, staying still in that one position for a couple of seconds before inching himself further forward again until he was almost fully off the other's dick. Before it had left his passage he pushed back onto it and sank slowly back onto the member, wincing as he felt his ass stretch. Will felt the tension through the nails that were clenching again on his chest, and resisted the urge to roll his eyes as he continued to stare up into Lion's face.
The movements stopped instantly and the dark eyes opened. His partner said nothing but waited for him to continue speaking. Will was silent for a moment longer, taking in the extremely red face and trying to move a little underneath the other's body without agitating him too much.
"...Is it too much?"
He let the hand that was resting next to Lion's groin trace a slow pattern down the thigh and back up, never looking away from the expressions that were being shown to him. The mouth quivered and opened wider as Will stroked the length of his penis with one, two fingertips, gently and slowly, up and down, before shaking his head. The fingers wrapped fully around the shaft and made one slow pass over the small length, stopping at the head so he could wipe away the few drops of precum that were lingering there. A sharp, sudden shiver ran up the blonde's spine and he shut his eyes again in obvious excitement, a low, quiet groan escaping his mouth this time. Will rubbed the drops of liquid between his fingers before pushing himself up into a sitting position, careful not to disturb Lion too much.
Leaning forward just a little, he planted a kiss on the edge of Lion's neck, drawing it out with a lick of the same area as he pulled away, tasting the sweat that covered the other's entire body by now, and ran his hands down his back once more. Another sensitive shiver ran down the blonde's back, and Will left his hands resting on his ass.
"Stop clenching so much," he muttered into Lion's ear, and felt the other pant against his skin. There was an obvious change in pressure around his dick as the other tried to relax his muscles, but he could see the stress written over his entire face. He lifted the other boy up, off his length, and held him there for a moment, adjusting his position on the mattress before roughly, suddenly, pulling him back down onto his length, feeling the blonde take the entire thing into his ass. Lion yelped; it was a loud noise and hurt Will's ears, but he couldn't be blamed. His fingernails dug sharply into the chest he was still gripping, before slackening and then scrabbling instead for grip, reddening the skin that he scratched. Will hissed and repeated the movement - this time, Lion screamed, drawing the noise out for much longer than before, before it tapered off into a drawn-out, pained groan.
"Wiiiiiiiill..." he groaned again once he'd caught his breath. His eyes remained tightly shut and his face was still flushed, but his head had lolled backwards, although whether in pleasure or discomfort Will couldn't tell.
The brunette continued his lifting and dropping motions, and the blonde continued making his pained grunts, screams and groans. After a short while, the screams trailed off and eventually stopped, but were replaced with a long, non-stop whine. Will didn't like this as much and leant his face forward once more to suckle at the skin of Lion's neck and whisper in his ear: "...touch yourself."
He never ceased his movements; never stopped lifting and dropping or lapping at the wet skin, and at first wasn't sure if the blonde had even heard him, until one of the hands that was clawing at his chest (and probably turning it red-raw) stopped its assault. Will stopped licking at his neck to lean his forehead against the same spot, enabling him to look down into the other's lap. His dick twinged again inside the other's ass as he saw one small, almost-feminine hand weakly grasp the small erection and tug at it; evidently, this wasn't enough to take his mind off the pain in his ass, as the hand stopped, wavered against the member, and retracted. Will was ready to pull out and call off this entire act - really, he wasn't too bothered, and he would have no problem lapping around the other's dick instead if that was what was wanted - before the fingers moved up and caught on the tip, where precum was beading again. The liquid was spread over the head before being rubbed (gently at first, but with increasing pressure) against the sensitive skin, and Lion shivered once again as he continued touching himself, letting a moan which sounded suspiciously more pleasurable fall from his lips for a change.
They continued together like this for a short while longer, with Will pushing and pulling and rocking into the sweaty, androgynous body, and Lion rubbing himself, whimpering and groaning and trying to restrain the urge to cry out and scrabble once more at the other's chest. The brunette shook the few strands of hair that had fallen into his eyes out of the again, and felt dampness against his forehead as he did so, feeling a buildup of pressure in his knees and stomach. The change in feeling made him groan out inadvertently, and his mouth fell open, not being bothered to shut it again as he drew out the noise in a strained, laborous breath. Lion whimpered in answer to this noise, much quieter and with far less strength. Understanding that only one of them was likely to peak any time soon, Will pulled on his hips a little harder and faster than before; the blonde let out the same kind of high-pitched moan that he had been making before he had begun to pleasure himself, but he paid no mind. Right now, he was only concerned with tugging himself as far into Lion's ass as he could possibly manage, and clenching the muscles in his crotch as he did so - the pressure kept building and building, and he found himself panting louder and more erratically the faster he rocked. He shook, and felt his leg cramp up as a warm feeling completely overtook his groin, and he felt his dick twitch and spasm as it shot an ample amount of sperm into Lion's passage. The blonde's breath hitched as he felt the warm liquid pearl inside him, and moaned quietly again as he continued to touch himself throughout this.
Will remained sitting up, hands on the other's ass as he let himself catch his breath again, and tried to wiggle his toes to get the cramp out of his leg. He lifted his head - certain there would be a red lean mark on his forehead - and slowly, gently, carefully, pulled himself out of Lion, shifting his position as fast as he was able, and stretching his leg out with a snap. The blonde eased himself backwards to lie back on the mattress with a pained sigh and a wince, continuing to touch himself as he did so. Once the kink in his leg had been worked out, Will leant over the blonde and kissed him; on the neck, the lips, the forehead, the neck again, ended the sequence with a careful bite to the collarbone before slowly, agonisingly slowly, kissing his way down Lion's stomach and navel, concentrating the kisses much closer together and much more stronger in intensity the further down he travelled. Once he encountered the few curly blonde hairs that grew around the other's crotch, he lifted his face and kissed the tip of Lion's cock instead, nuzzling the fingers still stroking there with his nose and pushing them away. His tongue darted out and licked gently at the base before making one, two, three passes up and down the shaft, making the other shiver violently and cry out in obvious pleasure this time. Quickly, he lifted the blonde's hips and inspected his ass; there was no major tearage to be concerned over, but it would undoubtedly hurt him to walk for a few days. He lapped quickly at the cum that beaded its way out of the passage before returning back to the small dick that stood, trying to strain itself larger.
He stared at the penis for a moment - couldn't help himself, and couldn't help chuckling quietly when Lion protested - before taking the head in his mouth and swirling his tongue over the slit gently but quickly several times, enjoying the feel of the body it belonged to quivering and twitching underneath his hands. Slowly, he took the entire member in his mouth; with its length, it wasn't difficult to take it all in fairly quickly, and he bobbed his head several times, slurping as he did so, before pushing his face fully against the member until small hairs tickled his nose. His lips twitched around the base of the dick and he couldn't help but swallow around the length; Lion let out a loud cry and shook again as he did so. One more tightening of the muscles in his throat led to a warm liquid being pumped into his mouth and straight down his throat; he swallowed it without complaint and only removed his hot, wet mouth when the member had finished twitching. He wiped his mouth as he sat up again, wiggling his toes once more to prevent the cramp from returning, and kept his eyes on the blonde's face, sticky with sweat and red to a ridiculous degree. Lion's chest was heaving with heavy, quick pants which slowed, and once he had returned to some semblance of normality, he cracked open his dark eyes once more, opening his mouth as if to say something, but finding no words for the time being. They continued to stare at each other for a while, a smirk threatening to work its way onto Will's face as they did so, until a gentle scratch-scratch-scratch made itself heard against the door to the room they were in.