The base was rather empty that day, just a janitor who had to clean up the trash from all the marines who were in the room previously. Even at that, the two spartans couldn't let their guard down. They had to make sure that everything went perfectly to plan.

Noble Six had to feed some data to Kat to let her know what was going on. He fed her the message twice, to make sure she got it. He knew that the message would come up on her helmet feed, but he always felt the need to make sure.

Kat replied with a simple message. Where?

Noble Six fed a message back to her. My room. It's the closest.

Kat replied with another message. Okay. See you there.

Noble Six hopped up from his area in the vacant room, and exited it at the nearest door, headed toward the elevator.

Noble Six came to his room only to find Kat already waiting. She walked over to him, with a smile on her face – a very suggestive smile – and put her hands on his shoulders. She was already out of her armor and just in her regular clothes.

"You ready?" She asked.

"Hell yeah. Are YOU ready?" Noble Six replied.

"I've been ready for a while."

Noble Six opened the door to his room, and the two quickly hurried inside as so not to let anyone know of their get-together.

Noble Six, who by the time he had walked him, had began to take off his armor. He took off his helmet, gauntlets, armor plated shoes, and when he turned around, he found Kat naked.

'It's strange,' He thought, 'The mjolnir armor can really hide her tits well, don't they?'

She looked amazing, with her tits at size D hanging in front of him, her big ass propped out behind her, shaking it with anticipation.

As soon as Noble Six took the last piece of armor off, he picked Kat up and put her on his bed, so she was lying on her back. Noble Six crawled over her and asked, "What do you want to do first?"

"Do what you did last time." She said.

With that, he pinned her down, and turned around so that his head was directly over her clit. He started to lick it, stroking his tounge against it. At the same time, he pushed his 8" dick into Kat's mouth, slowly at first, and then pulled out slightly and thrust in as deep as he could.

Her first reaction was pleasure and suprise. While her face was getting rammed by her partner's hips and her mouth was filled with his cock, she also had to experience the sensation of getting eaten out at the same time. She began to use her tounge to move around the tip of his head.

As soon as Noble Six felt this, he started slamming his dick inside her mouth faster. He could feel the head getting licked, slowly progressing him further and further to his goal.

Kat could barely hold in all the pleasure she was experiencing. Her eyes were shut tight, while she licked and sucked her partners large dick, although she didn't really have to suck anymore. He was thrusting so hard and so deep that his dick was smacking the back of her throat. She wouldn't be surprised if it would be bruised the next day.

Noble Six felt the urge that he was going to cum very soon, but didn't tell Kat. He wanted it to be a surprise for her. He pounded relentlessly until he felt the moment when the warm liquid shot out of his dick and into her mouth. He buried his dick to the hilt, letting all the cum flow down her throat.

This definitely came as a surprise to Kat. When he came inside her mouth, the liquid splashed straight off the back and proceeded down her throat. She swallowed as much as she could, but it kept constantly getting replaced with more or his semen. After about 20 seconds he stopped ejaculating, and pulled out of her mouth. He was, at the moment, entirely spent. She however, wasn't.

She jumped onto Noble Six, her tits looming over his dick. "Tired baby?" She asked.

"No shit..." He said.

"Well I'm not done with you yet you know." She said, and wrapped her tits around his cock. "Just wait this one out." She said, and then started to move the two melons up and down.

He did what she said, laid his head back and let her titty fuck him. She started moving her chest up and down, faster and faster. Noble Six knew that this was definitely a great thing. He was still shocked at exactly how much the armor hid. When it was on, she looked like she barely had a B cup, let alone a D. And both of her fine large tits were centered on his cock, pleasuring it.

She squeezed her breasts up and down his dick. She wanted him to cum so bad, she didn't care how she did it. She just wanted the cum. She loved it. She started moving her tits faster and faster on his dick. After a mere 20 seconds, it hardened again. She knew she was on the right track.

He noticed he was really hard again, and that staring at her tits was making things speed up a lot faster. He watched as they gracefully moved up and down, sliding over his dick joyfully. He noticed the tension rise up after a few minutes, and decided, again, not to warn her.

She was going really fast now, about as fast as a titty fuck can get, when she heard a groan from her partner. Immediately, something warm shot up at her face. She insinctively moved her head to the side, but when she came back around, a second shot came up and struck her in the face.

He was surprised that he even cum shotted twice. That's hard to do after cumming once.

"How was that baby?" She asked, clearly a little tired from all that.

"It was great."

"I still want it you know." She said, as she hopped up on top of him in the cowgirl posistion.

"Go ahead and take it then." He said. He noticed that he was still hard after cumming that second time, and thought that he could go for a third.

She didn't reply, but instead just lifted herself up, and then let her drop on his rock hard cock. He was inside of her, all 8 inches, just loving the sensation of her riding him. He lay back again and watch her tits bounce as she bounced on top of him.

She bounced up and down on top of him, with his rock solid cock inside of her, penetrating her deeper than before as she bounced up and down. With his dick inside her vagina now, she could be well on her way to orgasming herself. She started bouncing up and down harder and faster than before, waiting for his expected reaction.

Six just couldn't handle this anymore. He grabbed Kat, and laid her face down on the bed, and penetrated her womanhood from behind. He held her hips tight and smashed his hips right to hers, watching that big ass of hers jiggle as he did. He heard her moan for the first time, and took it as a sign to keep going.

She could barely stand what was happening. She had some huge thing penetrating her, and she liked it. She hadn't expected this from Noble Six, especially considering how tired he was. She didn't fight it though. She embraced it, allowed him to penetrate her, and pound her countless times. He could do it all day if he wanted, and she wouldn't care.

He started to spank her ass as he fucked her, and each time got the appropriate yelp from her. He started to fuck even faster, because he was ready for what he had in store for her. She didn't know it yet though. He fucked faster and faster, leaving Kat with short breaths to take rather than being able to moan. He realized that he would cum soon, and pulled out near the last second. He stuck his dick in between her ass cheeks, and fucked them until he came on her back, which took about 10 seconds.

The cumshot landed on Kat's back, first giving off a feeling of warmth, and the the feeling of cold. She enjoyed it, and thought they were going to be done after that, when she realized that he had his dick at the entrance of her backdoor.

"Ready?" He asked.

"I've been ready." She said, with the horniest look on her face.

He didn't say anything, he wasn't even fully erect, but he stuck his dick into her tight asshole as best he could. He was able to penetrate her, putting himself inside of her ass until the hilt, hearing that loud moan, and then pulled out again, and pushed back in, waiting for his dick to become hard again. As soon as it did, he went full throttle, didn't even check to see if she was okay. Grabbed and held her beautiful ass, slamming into it so hard he knew that it wouldn't take long for him to cum again.

What came over Kat was a mixture of feelings, between pain and pleasure. The only way she could respond to any of it was by breathing heavily and moaning as loud as she could. She felt the tension welling up inside of her, and let it all go, making her orgasm for the first time that night. She was now spent, and was now feeling the sensual pounding of her partner from behind.

He watched her ass jiggle as he fucked her. There was an obvious slapping noise, and between all the spanking, fucking, and squeezing, Noble Six just couldn't hold it in anymore. He let out his load into Kat's asshole. But he didn't stop when he came for his fourth time. He kept fucking. Kept thrusting in and out. He could tell Kat was surprised. And he liked that. He continued in the position he was in, just fucking her asshole until he came again, the fifth time in this one night. He then lie down on top of her, circling his dick around inside her asshole, feeling her ass move all around him.

She couldn't believe what she was feeling. Words could not describe the intense satisfaction she got from Six. She just lie there, waiting for one of them to break the silence.

"So... is that enough for tonight?" Six asked.

"Yeah. That's enough." Kat said, as she pushed him off of her, letting the cum flow out of her asshole.

"This is a day to remember..." Six said, as Kat got up and walked over to the shower.