"Whelp!" Leo exclaimed as he stood up and gave an exaggerated stretch, feigning a yawn. "Looks like it's time for me to hit the sack."

Ann smirked playfully at her father, the dark-haired teen adjusting her glasses, the light from the tv screen glaring off the lenses for a moment. It was remarkable how much she looked like her mother in that moment, she had the same look on her face he'd seen her mother wear so often, the kind of amused, knowing, too-smart-for-her-own-good look. "So soon, daddy? The movie's just starting. I guess age really does take it out of you..."

Leo smirked back and shook his head. "Ah, I've seen it before." He replied with a dismissive wave, then leaned down, quickly kissing his daughter on the top of the head before straightening up. "Besides, you 'hep cats' don't need an old man 'harshing your groove'." He added, making liberal use of air quotes.

Ann laughed, shaking her head. "Oh my god, even YOU aren't old enough to have used 'hep cats'."

"Um, goodnight, Sir." Ben managed to speak up, though he couldn't quite make the eye contact to go with it.

Leo gave a soft smile and turned on his heel. "You kids have fun." He added, heading for the stairs. He hesitated a moment as he gripped the railing and mounted the first step, glancing back to the pair on the couch, already wrapped up in a hushed conversation, then shook his head and started to climb.

All Leo could think about as he headed for his room was that blue hair.

Who dyes their hair blue? Maybe Leo was just getting old, but when Ann first brought Ben over to the house, he couldn't help but think the kid looked like a wimp with that hair. It wasn't even a deep blue, it was a sort of light blue-green. Aqua, Ben had later clarified, before elaborating that he'd chosen it because he thought it would compliment his blue eyes. He wasn't wrong, the kid had big, bright blue eyes, and he was also pale-skinned, short, and skinny, too, with no facial hair and almost no muscle to speak of, a real pretty boy type. He could imagine the kid might be popular with the ladies, if it weren't for his almost painful shyness. Ann assured him Ben was really a lot more talkative when Leo wasn't around, and she definitely would know, considering they'd been best friends for years. When he'd asked if Ben was afraid of him or something, she'd just smirked and replied 'something like that'.

Leo had to admit, he felt bad for the kid. Back when he was in school, looking like that would have gotten your ass kicked daily. Back when he first started coming over, it wasn't too far from the reality of the situation, either, judging by the bruises Ben so often had. It got so bad that Leo even gave the kid a free membership to his gym, to try and toughen him up a bit. But the whole time he was there, he'd just seemed painfully uncomfortable, and when he stopped coming after a couple weeks, Leo hadn't pushed the issue.

It was understandable. Leo was pretty much the kid's polar opposite in a lot of ways. For one thing, be was black- technically more like a warm terracotta brown, if Ann's fashion assessment was to be believed, with short, curly, black hair and a short beard he kept neatly trimmed. Leo had always been a big guy, but it was mostly fat, at least until high school, when he started lifting. Now, he was 6'4" and 300 pounds. Now, he wasn't exactly ripped and bulging like a bodybuilder, but nobody would dare call him fat. There was no denying the layers upon layers of steely muscle he'd been training for the last twenty years, the arms thick as a man's thigh, the barrel chest with great, slab-like pecs and a thick layer of dark, curly hair. He'd been a professional powerlifter for a while, before… before he'd had to settle down and take care of Ann.

It had taken Leo by surprise when Ann announced she and Ben were officially dating. Maybe he just didn't want to believe his little girl was growing up and liking boys, but Ben didn't exactly seem to be her 'type', if the action hero posters on her walls were any indication. Still, they seemed pretty happy together, Ben especially, and they hung out all the time, both before and after the announcement. According to Ann, at least, the bullying had eased off. Perhaps it was because dating Ann provided evidence of his straightness, or perhaps it was just because Ann had broken one that one linebacker's jaw when she found out he'd shoved Ben into a locker. Leo had had to work real hard to talk the principal down to a suspension after that incident…

Tonight was a big night for the young couple. After much begging and bugging from Ann, Leo had finally given in and agreed to let Ben spend the night. He'd been more than a little apprehensive about the prospect, but in the end, he knew he could either let it happen and make sure they were being safe, or they'd just sneak off and do it somewhere else. Ann was already on birth control for cramps, but he'd left a box of condoms on her bed yesterday, just to be safe. As he climbed into bed and peeled off his shirt, he couldn't help but feel… bitter. Some primitive part of his mind felt like he was surrendering, giving his little girl over to be devoured by some weakling who wasn't man enough to deserve her. But no, he reminded himself as he rolled over to his side and closed his eyes, Ben was a pussycat compared to Ann. If anything, it was Ben who was gonna be devoured...

--

Leo was in a hot tub that was also the ocean, with a pair of voluptuous mermaids swimming toward him, when he heard a soft, disembodied voice ring out. "Sir?" It asked, and he grunted dismissively, rolling a shoulder to shake off the weight that had settled there, gripping his sheet- Wait, where'd the sheet come from? It was too late- the emerald-skinned mer-babes were already getting hazy, the hot tub falling apart around him, water draining into nothingness. "Are you awake?" The voice asked, and the dream collapsed entirely, leaving Leo lying there in his bed.

"Mmmh, 'M up-" Leo muttered, rolling onto his back, blinking blearily to try and clear his vision, only to realize there was nothing to see- the room was completely dark, the only light the faint, silvery moonlight coming through his blinds. How long had he been asleep? "Wha's-?"

"I- I need to talk to you, Sir." The voice said, and Leo realized it belonged to Ben. His tone was serious, too...

"...Arright." Leo mumbled his reply as he sat up on the edge of the bed and reached for the lamp on his nightstand. "What's the-" He began, only to stop abruptly as he felt a hand close around his wrist.

"Just- please, just wait a second before you turn on the light." Ben urged.

Leo's brow furrowed with confusion, both because of the odd request and the fact that Ben had actually physically stopped him from doing something, which was… uncharacteristically assertive. The boy always seemed to be walking on eggshells around him… So if this was serious enough to warrant that, he might as well hear it out. "...Alright, then. What's this about?" Leo finally asked, letting his hand come down to rest beside him.

It was far too dark to make out any sort of detail, butLeo could at least make out Ben's presence beside the bed as he shuffled awkwardly for a moment, before taking a deep breath and letting it out with a sigh. "Ann- Your daughter and I, Sir- we're not really... dating." He eventually managed. "It's more like she's… covering for me... If you get what I mean." He elaborated, voice strained.

Leo's brow furrowed, the gears in his mind grinding to a halt as this new information fell into the machinery like a stray wrench. The stray thought rattled around in his skull for a moment before he recognized it as not a wrench, but a cog! "Oh. OH!" Leo muttered as the new cog clicked into place, sliding perfectly into the clockwork, the missing piece that fit into the mechanism related to the ongoing question of Ben. The gears chugged into motion once more, and finally, the Ben mechanism turned smoothly, no strain, no hitching, no grinding…

"So… You're- it's 'gay', right? That's the right word?" Leo asked. His eyes were beginning to adjust to the darkness, at least, enough to see the boy nod. He caught a glimpse of something shiny at the boy's ear… and he thought he saw a gleam at his chest, too. "Good to know. So, uh… Well, I want you to know I support you. I don't think it's wrong or immoral or anything, or that you're going to hell, it's just part of who you are, and you're a good kid. Your secret's safe with me. And if you ever, like, help with something, or to talk about it, I'm here." He offered, trying to sound more prepared for this than he actually was, then paused, blinking. "Wait, then, is Ann..."

Ben shook his head. "No, Sir. She's definitely straight. It's, um, kind of a- a 'common interest' for us, you know?"

Leo nodded. "Okay. Good. I mean- not that there'd be anything bad if she was, just…" He rambled on for a moment. It all made so much sense now. This was why he'd never seen the two kiss, the reason their dates didn't seem exactly romantic... Who goes to see 'Dance of Death 3' on a date? "...Wait a minute. Have you two been just hanging out and calling them 'dates' to get around her curfew?" Leo asked, narrowing his eyes at the darkness.

The shape in the darkness shifted, uncomfortably. "There's- There's one more thing, Sir." Ben said, abruptly changing the subject. "O-or maybe… show you?" He added, his voice trembling for a moment. There was a moment's pause, then Ben spoke again, his voice a little more resolute. "You- you can turn on the light, now, Sir. If- if you want."

Leo wasn't sure what he was expecting when he reached over to the bedside lamp and flicked the switch, but it certainly wasn't what he saw when the lamp lit up the room. Ben stood there, a few feet back from the edge of the bed. His aqua-blue hair, jaw-length on top and shaved close on the sides, was swept to one side, falling down over his face like a waterfall, half-covering one of the boy's big, bright blue eyes. His eye makeup was expertly applied, dark blue at the outer corners, then fading toward the center to electric blue, then finally a pale, almost-white-blue at the inner corner, sparkling glitter spread all throughout. His cheeks were contoured and dusted with blush, silver stud earrings gleamed in his earlobes, and his lips were painted the same aqua as his hair, the color rich, smooth, and glossy. His front teeth sank into the lower lip slightly as he nervously stared at Leo, trying to gauge his reaction.

Leo's gaze roamed down from ben's face. He was barely dressed, the a cropped tank top of transparent turquoise mesh leaving nothing to the imagination. His chest was slender and smooth, either shaven or hairless, he couldn't tell, but his dime-sized nipples were pierced through with a pair of gleaming silver barbells. The short top left his stomach exposed, slim and supple, only a hint of muscle underneath the soft, smooth skin. His nails were painted to match the rest of his theme, aqua blue. Leo's eyes went further down, and found the teenage boy's lower half clothed in a pair of long, aqua-blue thigh-high stockings, trimmed in white, lacy frills and connected to a matching garter belt. His modesty was preserved, though barely, by a pair of lacy, blue-green panties, an obvious bulge in the material as they tried to contain what they were never meant to. Looking even further down, Leo could see he tottered on a pair of tall stiletto heels, to complete the look.

"I'm a- a perverted, crossdressing sissy, Sir." Ben announced, drawing Leo's gaze back up to his face. "And I… I want to be… your bitch. I want you to- to MAKE me your bitch. P-please, Sir, you don't have to worry about my- my penis, you don't have to- to touch it, or anything, it doesn't matter, I just- I just want to- to worship your cock… a REAL man's cock. It would be so hot… you're so- so strong, and- and manly and… BIG... Oh, god, I haven't been able to forget your cock since I saw it in the showers… I just-" Ben rambled, his expression pleading, rapidly growing desperate. "Please, Sir, I- I don't even know if- if you LIKE guys, but I- I promise I'll do good, I'll do- do anything you want, ANYTHING, I swear, I- I can just- just suck you while you watch porn, you can even- even sell me, Sir, I- I'll make sure they wear condoms and- and bring you all the money, just- just let me- Oh god, this- this was a huge m- mistake…" He whimpered, his voice faltering as he began to tremble. "Of- of COURSE this wouldn't work, I'm so STUPID, I just- I wanted it for so long, I thought if- if I showed up like this, you might- you might… use me..." He hastily tried to explain, knees turning in as his hands moved to cover himself, tears beading at the corners of his eyes. "I'm so sorry, please, please don't hate me, Sir-"

Ben went abruptly silent as Leo suddenly rose to his feet, his massive, muscular frame looming over the younger boy, a wall of earthy brown muscle, arms like tree trunks reaching toward him with rough, calloused hands that looked like they could snap his neck without even trying… He flinched in fear, squeezing his eyes shut, only to feel those massive, rough hands land on his shoulders, gripping firmly. He froze for a moment, before cracking his eyelids open, those big blue eyes slowly following Leo's thickly muscled arms up toward Leo's, his expression uncertain and afraid, only growing more so as they found Leo's chiseled face unreadable.

Leo leaned down until his lips were at the boy's ear. "We are going to have a long talk about this, boy." He half-whispered, his voice deep and rumbling, his tone leaving no question in Ben's mind that this was not a suggestion. "But in the meantime… I think I can put that mouth to a better use." He added, and suddenly, Ben felt the hands on his shoulders push, hard. His legs buckled in an instant, and he fell, landing heavily on his stocking-clad knees. The carpet softened the impact somewhat, but it still hurt. The pain was swiftly forgotten, though, as the sheets that had still clung to Leo's hips fell away, revealing the tight black boxer-briefs he wore, and the truly massive bulge contained within.

Ben swallowed, nervously, as his eyes locked on Leo's bulge. "...Yes, Sir." He muttered. The shape twitched under the fabric.


Ben stared in awe for a moment, big, blue eyes fixed on the dark material of Leo's boxer-briefs, and more specifically, on the enormous shape that the elastic material clung tightly to, outlining a thick shaft nearly the size of his forearm. To see it so close… It was even more impressive than he'd imagined. His hands rose up, slowly, tentatively, coming to rest on Leo's powerful thighs, then sliding up along them until his fingertips grazed against the legs of his boxer-briefs.

Leo's large, calloused hands suddenly tightened their grip on Ben's shoulders, and the pale, blue-haired boy abruptly froze, glancing up nervously, his eyes meeting Leo's. The older man's rugged features bore a conflicted expression as he locked eyes with Ben. There was a moment of silence, of mutual hesitation between the two of them. In that moment, both asked themselves 'Am I really doing this? Should I be?'. It was all happening so fast, and if they went any further, there'd be no going back…

Ben was the first to break through his hesitation, years of desire reassuring him. He stared deeply into Leo's eyes as his delicate hands slid up the powerful man's legs until they found the fat bulge straining against his boxer-briefs. Slowly, his hands began to move over it, affectionately gripping, caressing, and squeezing at the barely-contained beast, feeling it twitch and grow beneath his touch. Leo's expression slowly shifted, the teenager's teasing touches soothing his concerns, his conflicted look resolving into a grin.

"You know…" Leo's deep voice rumbled as he looked down at the small, pale, blue-haired boy kneeling before him. "I was havin' a real nice dream, 'fore you woke me up. There were some very sexy mermaids that seemed real interested in me." He said, his grin widening as Ben started to look a little confused. "So you're gonna have to work a lot harder than that to make up for what I'm missin' out on, ya feel me?"

A shiver danced down Ben's spine with those words. "Yes, Sir! I swear, I won't disappoint you." He moaned, leaning forward and down, his aqua-blue lips pursing as he kissed Leo's bulge, right at the base, his eyes still locked with Leo's. "I… I'll worship your cock like a good little bitch, I promise." He muttered, before planting another kiss. "Please, Sir, can I… can I take it out?"

Leo's bulge lurched, swelling even larger within the elastic material of his boxers. "...Go ahead."

Ben's teeth sank into his glossy blue lower lip as his hands reluctantly left Leo's hefty bulge and slid up to the waistband of his briefs, hooking into the elastic band and slowly pulling it down. The stretchy material peeled away, inch by inch, revealing only smooth-shaven terracotta skin, at first, until the retreating material reached that impressive bulge. Ben caught only a glimpse of a dark, veiny shape before it suddenly lurched, springing free of the briefs that had struggled to contain it, arching through the air for a moment before landing heavily on Ben's upturned, awestruck face.

"...oh fuck…" Ben breathed quietly, a shiver running down his spine as he felt that enormous shaft laying across his face, hot and hefty. His hands were on autopilot as they finished peeling Leo's briefs down, letting them fall away entirely. There was nothing between his slender, pale skin the dark, veiny member that had haunted his dreams ever since he'd glimpsed it in the showers months ago, he could feel it directly, feel its heat, its weight, its strength, its power, its virility, its raw manliness... With each panting breath, the sweaty, musky odor of Leo's cock filled his nose, the raw musk of a MAN, a REAL man. Leo was a real man. A tall, rugged, broad-shouldered man with layers of muscle on top of muscle, the kind of man who lifted weights for fun, who could fix a car and throw a football and win any fight, the kind of man who had a fucking massive, glorious cock like this… He was the kind of man Ben could never be, the kind of man who deserved to have his cock worshipped 24/7, the kind of man Ben knew he was born to serve. Ben's tongue pushed past his painted lips and gave the base of that monstrous shaft a long, slow, loving lick, the twin silver studs that pierced the pink muscle dragging over the tender flesh deliciously.

"Awful quiet down there, boy." Leo's deep voice rumbled from above. Ben blinked in surprise, then suddenly felt a strong, calloused hand on his head, fingers weaving through his long aqua-blue hair then gripping firmly, turning his hair into a handle. "What's wrong, never seen a cock before?" Leo teased, gripping the base of his shaft with his other hand and angled it up, lifting its weight off the girly teen's face and letting the boy watch his hand pump along its length as it stiffened to full hardness.

Ben moaned softly in disappointment as the cock pulled away. "Not… not like yours, Sir! Nothing like yours!" He gasped, his hands slowly, tentatively reaching up and grasping Leo's glorious shaft. It had seemed impossibly huge, laying on his face, but he had thought it may have been just a matter of perspective… but now, seeing his hands struggling to wrap around the monster's girth, it was clear that he was just absolutely fucking massive. The shaft was easily as long as his forearm, and that wasn't even counting the enormous crown on the end which was practically the size of his fist, and it was so fucking FAT! His pale fingers barely managed to wrap halfway around its girth, it felt almost as thick as a two-liter bottle, and it was covered in bulging, winding veins that pulsed beneath his fingers, reminding him that it was real, alive, not some silicone replacement that couldn't even measure up to the real thing.

"Oh? Why's that?" Leo taunted, still holding Ben's hair firmly, even as the slender teen squirmed on his knees, trying to push his face closer to Leo's massive member. "Tell me. Then keep talking. I like hearing it." Leo commanded.

Ben whimpered. "Because… because yours is so much BIGGER, sir! Your cock is so fucking HUGE! I've never seen anything like it! Not even in porn! No other cock could even compare! Certainly not my… my thing…" He added, shyly, biting his lip for a moment before trying to push forward again, but found himself still held in place by his hair. "Please, Sir, I… I need to worship it! Please, let me serve your cock!" He pleaded, desperately.

Leo's cock throbbed in Ben's hands. "I have something better in mind." Leo said with a smirk as he pulled the blue-haired teen down and forward, burying the boy's face into his smooth-shaven sack, twin tennis-ball-sized nuts churning against his turquoise lips.

Ben moaned again, his nose buried in the base of Leo's massive sack, practically drowning in the alpha male's musky scent, and as his painted lips parted, one massive ball shifted into place, completely covering his mouth. Instinctively, ben went to work, working his lips and tongue over the hefty sphere, kissing, licking and sucking at the oversized orb in a wet, lustful kiss, its twin bouncing impatiently off his cheek. When it popped from his lips, the dark sphere now glistening with a coat of saliva and marked with smears of aqua lipstick, he twisted his head to the side and turned his attention to the other hefty orb, moaning as he lavished the smooth sphere with loving licks and peppered it with affectionate kisses.

There was a heavy, blunt impact on his forehead, and Ben looked up, curious, only to see Leo watching him, hand still wrapped around his cock as he brought it down to smack against Ben's forehead once again. "Did I fucking SAY you could stop talking? I want to hear you begging for more every second your mouth isn't stuffed." He growled.

Ben shuddered again as he pulled his lips from the ball he was currently sucking. "I'm sorry, Sir! Please forgive me, I got distracted serving your big, fat balls! Thank you for letting me kiss your balls, Sir!" He moaned, kissing one churning ball to illustrate. "It's so… degrading… I love it. I would do this all night if you told me to, Sir. These… these are a MAN's balls… I… I may be a boy, but compared to you, Sir, I might as well be a girl. Do I look girly when I suck on your big, fat balls, Sir?" He asked, bright blue eyes shimmering hopefully as they looked up at Leo, past the massive black cock resting on his forehead.

The only answer Leo provided was a growl of lust as he held Ben's head in place by that soft blue hair and ground his hips forward, dragging his spit-soaked balls all across the teenage boy's face, smearing his carefully-applied makeup. Leo's head was spinning. This all felt… unreal. He'd never once found a guy attractive before, and when it came to sex, well, it had been a while since he'd had a partner, but his tastes were still generally pretty vanilla. And yet, as his daughter's boyfriend worshipped his cock, singing his praises while eagerly debasing and humiliating himself, he was more turned on than he had been in years. He felt almost drunk off the feeling of power it gave him, the feeling of control, of dominance. Something dark inside him, something vaguely sadistic that he'd never felt before spurred him on, drove him to play into the role of conquering, superior male that had been thrust upon him.

Leo pulled Ben's head back, dragging the pale teen out from underneath his hefty balls. Ben gasped for air, face smeared with his own spit and ruined, glittery makeup, his hairless chest heaving, pierced nipples glinting in the light of the bedside lamp through the thin mesh of his cropped top, and Leo felt that darkness rise up within him again. Ben looked so… helpless, so pitiful, so… pathetic… but that just made him want to bully the boy more. Leo gripped the base of his shaft with one hand and swung it like a club, more than a foot of dark, meaty cock smacking him in the face with a satisfying 'thwap'.

Ben moaned. "Fuck! It's so heavy!" He exclaimed as leo's shaft pulled away, only to swing down heavily into the teenager's upturned face with another smack. "Ohh, fuck!" He moaned, the beast swinging in again to smack across his other cheek, harder this time. "Yes! Please beat me with it, Sir! Beat my slutty, sissy face with your COCK!" Ben pleaded, soon rewarded with a cock-slap across the face so forceful it turned his head. "Yes! I'm a dirty, crossdressing sissy slut, I need to be punished!" Another cock-slap turned his head the other way, its impact leaving his cheek stinging. "Fuck, it's so fucking BIG and HEAVY, I might get a bruise! But don't stop! Use me like a punching bag for your cock, I don't care if you leave my face black and blue!" Ben pleaded, opening his mouth and letting his tongue loll out, a soft pink target for Leo to aim at with two silver barbells marking the bullseye.

Leo only delivered a couple more stinging cockslaps before he could no longer resist such an invitation. He brought his cock down on Ben's face one more time, laying his shaft across the boy's pale features, his girth completely covering one bright blue eye as he let the base of his cock rest upon the teenager's outstretched tongue. Ben shuddered as the salty, musky taste of Leo's glorious cock danced across his taste buds, but still he wasted no time in getting to work in servicing the object of his obsession, his tongue writhing against the thick tube that ran along its underside, pinned beneath the pillar of granite-hard cock. Slowly, Leo's hips began to pull back, dragging inch after inch of his shaft across the teenager's eager lips, and Ben desperately tried to show his gratitude for each inch, alternating between lavishing the mighty weapon with worshipful licks and planting hot, lustful kisses along its length, so intense they left little aqua-blue lipstick prints behind.

Soon, Leo's enormous cockhead rested on Ben's tongue, and the blue-haired boy's efforts to please him only intensified, his tongue swirling around the swollen tip, tasting the clear droplets of precum beading up at its slit, passionately kissing it again and again, his head twisting slightly as he lovingly made out with the tip of that glorious cock. "I love worshiping your cock, Sir!" Ben moaned between hungry kisses. "A real man's cock… I love the way it feels on my tongue… I love the way it tastes… I love knowing I helped make it this hard…" He purred, pausing between each declaration of love to demonstrate his affection by kissing and licking at the glistening crown once again.

Leo's calloused hand still held Ben by the hair, keeping his head mostly still as his hips reversed direction, pushing forward until the dark, throbbing cockhead pressed against the slender, pale teen's aqua-blue lips. Ben blinked, surprised by the sudden shift, then let out a soft whimper as he realized what it meant. He stared down the mighty shaft poised against his lips with awe, its fearsome length covered with bulging, winding veins that throbbed in time with Leo's pounding heartbeat, the fist-sized crown now pushing against his lips, stretching them wider to accommodate its sheer girth. His wide eyes swept upward, taking in the older man's powerful chest, broad shoulders, and the massively muscular arms that held both his head and that monstrous cock in place, before finding Leo's face.

Ben had watched the way Leo looked at him change many times through the years. He'd seen surprise, annoyance, disdain, pity, kindness, and even acceptance in those soulful chestnut-brown eyes. But in this moment, he saw a look he'd never seen before. There was determination there, and a glint of sadistic glee, but mostly, it was a look of... hunger. A ravenous hunger, raw, primal desire, a furious, bestial lust that burned in his eyes and demanded to be satisfied. As he looked up into those eyes, burning with desire, he felt a shiver run down his spine, but not one of fear… a shiver of anticipation for what would come next.


Ben winced slightly, the corners of his mouth straining as his turquoise-painted lips stretched around Leo's almost fist-sized cockhead. The mature, muscular, dark-skinned man loomed over him like a god as Ben knelt before him, his knees starting to hurt a little as they sank into the carpet below. Ben's hands rested lightly on Leo's powerful thighs, his head was held firmly in place by both of Leo's hands, and his heart was pounding with both anticipation and nervousness… but in that moment, Ben had never felt more... right. This was where he belonged, this was his purpose, he was born to be used by a big, strong man, to be made into the pesonal fucktoy of a superior male, a man like Leo…

Leo's cockhead throbbed as it slowly continued to push forward, stretching Ben's plump, painted lips a little further, and the boy winced, his eyes watering slightly. Ben felt the pressure ease off for a moment, Leo's hips backing off just a little, out of concern, but Ben didn't want the moment to slip away. He pushed his head forward, and Leo's grip faltered for a moment, intended more to keep the boy from pulling away than from moving forward, and Ben's lips strained once more as they stretched a little further around Leo's blunt cockhead, the blue-haired boy eagerly throwing himself onto the fearsome weapon.

Leo let out a groan of lust, his cock throbbing against Ben's stretched lips. "You really want it that bad, huh?" Leo asked, his voice taking on an edge as his hands once more gripped the younger boy's head, more securely, this time. "Then fucking TAKE it, you slut!" He half-growled, his body tightening as he drove his hips forward remorselessly.

Ben let out a muffled moan as the alpha male's cockhead stretched his lips to the limit, his once-plump, painted lips stretched into a thin aqua-blue band around its girth, it felt like the corners of his mouth might tear, like his jaw might break… and then, it was through. Ben's eyelids fluttered as Leo's throbbing cockhead filled his mouth entirely, hot and hard and huge and salty, its sheer girth pinning his pierced tongue against his bottom jaw and filling out his cheeks. That didn't stop Ben from writhing the little pink muscle against that sensitive crown, doing his best to please Leo, and it didn't stop him from tightening his already-stretched lips and starting to suck hungrily at his shaft. Leo was just so strong, so HUGE... he deserved this treatment, and Ben was just lucky to be the one who got to give it to him.

Leo groaned again as the boy continued to surprise him with his slavish dedication to becoming his personal fucktoy. But taking the head and the first few inches wasn't going to be enough to satisfy him. He needed more, and if the little slut wanted it so bad, he'd have to take more. His his pushed forward, and Ben's eyes widened as he felt the fat head of Leo's cock press against the entrance to his throat. Immediately, Ben's throat tried to spasm violently in an effort to repel the intruder, but the blue-haired boy squeezed his eyes shut, forcing himself to ignore the reflex as Leo's cockhead probed at the entrance to his tight throat, stretching the first ring of muscle around its girth.

Leo could feel Ben's throat struggling to relax around his helmet-shaped cockhead, and part of him sympathized with how that must feel for the boy, but he couldn't deny it felt absolutely incredible on his shaft. That is, until Ben suddenly started gagging and choking around his shaft. Leo yanked his hips back instinctively, his cockhead pulled from the boy's lips with a wet slurp and a pop, followed by a few moments of ragged coughing.

Before Leo could even ask if he was alright, though, Ben was looking up at him, his once-perfect, sparkly blue makeup ruined, turquoise eye shadow now starting running down his cheeks in streaks, his lipstick smudged, a good portion of it left behind on Leo's cock in smears, kiss-marks, and rings, marks of his devotion to that glorious manhood. "Guh… I- I'm sorry, Sir, please, let me try harder, I'll be a good slut for you, I promise. Just don't stop pushing, force it in, even if I start choking, just turn my mouth into a pussy and fuck my face. I want to take the whole thing, no matter what." He pleaded, opening his mouth once more and letting his tongue loll out invitingly, silver barbells gleaming in the middle of it.

Leo groaned. "Fuck… You're one crazy little white boy." Leo muttered, shaking his head as his hips came forward again until his cockhead rested on Ben's outstretched tongue.

"Ahh… Yes, Sir. I'm a sissy white boi bitch, just for you. Please fuck my tight virgin throat with your big black cock, Sir! Make me- mmm!" Ben began to plead, only to be silenced as Leo's his drove forward, stretching the boy's lips once more as his cock once again filled his mouth.

Leo was harder than he'd ever been in his life, and he wasted no time in pushing his blunt cockhead against the entrance to Ben's throat. The blue-haired boy let out a muffled moan as he squeezed his eyes shut, bracing himself as the Leo's monstrous member pushed harder against the rings of muscle of his throat. Bit by bit they stretched and strained, tears of effort beading in the corners of Ben's eyes as he fought against his body's natural reflexes. "Fucking TAKE IT, slut!" Leo growled, his voice deep and animalistic as he stopped holding Ben's head still and started pulling it down onto his member. Ben's throat could not resist Leo's full strength for long, and one by one the rings of muscle gave way as that fat, helmet-shaped head pushed into his tight throat.

Ben could feel inch after inch of Leo's fat, veiny shaft pushing past his stretched lips as the fat, throbbing cockhead drove deeper and deeper into his throat. He would have moaned if his throat wasn't currently being stretched wide around his master's thick shaft. He could feel his neck bulge for the monster's sheer girth, feel his body being stretched, reshaped around Leo's glorious manhood, it hurt, but it was so worth it to feel Leo conquering his virgin throat, turning it into his own personal cocksleeve.

Leo was about halfway into Ben's tight little throat when the boy couldn't hold it back any longer, his body spasming as he let out a strangled 'glurk' sound around Leo's shaft. Again, Leo's first instinct was to pull back, but this time, he ignored it, pushing deeper as the boy gagged again. He paused, this time, only to feel Ben's painted nails dig into his hips, the pale boy's slender arms struggling to pull the muscular male's hips forward, to pull him deeper into his spasming throat.

That was all the encouragement Leo needed to slam his hips forward, plowing through what little resistance Ben's throat still offered as the boy choked on his cock, driving his shaft deeper until his apple-sized balls bounced off Ben's chin, his hip bone grinding against the boy's nose. More than a foot of Leo's steel-hard cock throbbed inside the teenage boy's overstuffed throat as it spasmed rhythmically around him, milking his length each time Ben gagged. Leo let out a deep, throaty groan of satisfaction as he held himself there for a moment, the incredible sensations on his shaft only enhanced by the way the boy clung to his hips to try and hold him in. There was a rush of power that came with knowing that the sissy bitch boi with tears of strain streaming down his face as he gagged on his cock was loving every second of it.

After a few long moments of savoring the sensations, Leo slowly pulled his hips back, pulling back from Ben's throat inch by inch. Ben's lips refused to let go so easily, clinging to every vein-marbled inch of Leo's shaft, the vacuum seal they formed producing a long, wet, nasty slurping sound as he withdrew. It seemed to just keep coming, but eventually the fat, fist-sized head of Leo's monstrous shaft slipped from Ben's lips with a wet pop, and the boy immediately began coughing and gasping for air. Leo's cockwas soaked with spit and marked by rings of aqua-blue lipstick all the way down to the very base, glistening strands of saliva hanging from the beastly shaft, some dripping to the carpet below, others linking the monstrous member to the teenager's thoroughly-stretched lips. The boy's makeup was a total wreck at this point, smeared and smudged into messy streaks all down his cheeks, his eyes still glistening with tears as they stared at the monstrous cock before him with awe.

"Oh fuck…" Ben moaned with his first breath of fresh air. "It- It went all the way in. I can't believe I took the whole thing! I could feel it stretching out my throat… Fuck, that was so hot…" He moaned, eyes flicking up to Leo's face, his expression a mix of awe and gratitude. "You did it. You turned my throat into a pussy. Now… Use it. Fuck my face until my throat is raw. Fuck my sissy brains out until those big fat balls are empty! You can cum straight down my throat, or drown my tongue in your spunk and make me taste it before I swallow it, or just pull out and cover my face with your hot cum and mark me as your personal fucktoy…" Ben pleaded.

Leo silenced the blue-haired teen by sliding his fat, pulsing cockhead between his painted lips once more, filling the boy's mouth and lingering there a moment. "Take a deep breath." Leo ordered, his voice deep and rumbling, and Ben shuddered at the powerful, commanding voice, doing as he was told, drawing in a big lungful of air through his nose and bracing himself for what was to come. This time, there was no long, slow penetration, Leo didn't feed his shaft past the boy's lips inch by inch, no, he gripped the boy's head and slammed his hips forward in a single, brutal thrust, once more claiming every inch of his fucktoy's tight throat for his own personal use.

The savage thrust made Ben start to gag and choke again, his entire body lurching as his throat spasmed around Leo's shaft, a series of wet, muffled 'glurk' sounds escaping from his lips even as they stretched around the base of Leo's cock. Leo didn't even seem to notice as his hips began to pull back again, his flared head tugging at the well-stretched walls of Ben's throat as it went, drawing back until it threatened to slip out of Ben's throat entirely. Leo shifted his stance, re-planting his feet and pulling Ben's head down and forward a little to get a better angle before slamming his hips forward again, once more plunging more than a foot of red-hot alpha male megacock into the teenaged sissy's throat in a single savage thrust. But this time, Ben didn't gag. The new angle meant Leo's cock plunged straight down his throat, instead of scraping along the back of it, and Ben found it much easier to suppress his gag reflex this way. Which was fortunate, since now that Leo had found the right angle, he could REALLY get to work.

Ben got his wish. Leo's hips started to pump, pistoning his monstrous member back and forth, in and out, slow and steady at first, but accelerating with each balls-deep thrust into the boy's eager throat. Soon he was fucking Ben's face like it was a pussy, no, a cocksleeve, and Ben had never been happier. Each time Leo's churning, cum-filled balls smacked against his chin, his eyelids fluttered, silently chanting in his mind 'I love this cock, I love this cock, I love this cock…' over and over, and each time Leo pulled back, Ben's lips clung to its length, giving it that intense vacuum suction and producing a chorus of wet, nasty slurping sounds. He'd jerked off to fantasies of getting his throat fucked by Leo's glorious shaft for months, but the reality put anything he'd ever imagined to shame, the taste, the smell, the feeling of its heat, the way it stretched his throat as it pistoned in and out, the way it throbbed each time it bottomed out… he wondered if it was possible for a boy to cum just from sucking cock, because he'd never been more turned on in his entire life.

Leo growled with lust as he slammed his hips against Ben's lips over and over again. He would never have imagined himself in this situation, he'd never even really looked at other men before, sexually, but as he looked down at Ben, the blue-haired teenager's face smeared with ruined makeup and spit, his painted lips stretched around Leo's own fat cock… the boy didn't look much like a man. He looked like a girly little sissy. It also didn't hurt that he was also giving possibly the best head Leo had ever gotten. How the fuck did his daughter's boyfriend get so fucking good at sucking cock? The whole scenario was just so perverse, the sensations so intense, it had been so long... Leo knew he couldn't hold out for much longer.

Ben's lungs were starting to burn and his head was swimming, but he could feel Leo's cock throbbing faster and faster in his throat. It felt like that glorious cock was about to explode any second now, and Ben wasn't going to give up, not when he was this close to his prize, the oceans of thick, pearly cum churning in the alpha male's heavy, overstuffed balls. When Leo's grip on his head tightened and his pace shifted from rhythmic pounding to wild, frenzied thrusts, Ben knew the moment was drawing close.

Leo wasn't in control of his hips anymore, raw instinct set their pace now, bucking and thrusting wildly, plunging his shaft into Ben's throat over and over with all the gentleness of an animal in heat. The warm, wet walls squeezed around his shaft over and over, milking his monstrous cock, hungry for his seed. As his swinging balls began to tighten against the base of his shaft, Leo felt a familiar tension building in his core, a raging sea or raw sensation that surged higher and higher as the waves crashed against the dam containing it. He grit his teeth, trying to hold out against the tide a moment longer, but there was no stopping it. He could only prepare. Summoning the last of his strength, he yanked his hips back, pulling his member from Ben's throat until only the head remained between the boy's painted lips. Without a moment's hesitation, Ben's hands came up to grip the shaft, fervently pistoning up and down the spit-slick length beyond his lips, his big blue eyes staring up at Leo worshipfully. As the dam began to buckle, Leo's neck rolled back, his eyes squeezed shut, and he let out a deep, powerful groan to the heavens.

Leo's cock bucked in Ben's grasp like a wild animal trying to escape, the fat head swelling even larger inside the boy's mouth, pinning down his studded tongue. Cum coursed along the length of his shaft, his steaming-hot seed surging up from deep inside his body like an erupting geyser, the sheer volume of it making his cum-channel bulge as it went. When the surge of cum finally reached the tip, his cock bucked again, firing a finger-thick blast of pearly white cum straight into Ben's eagerly-waiting mouth with all the force of a fire hose. The first volley struck the teenager's tongue and splattered in all directions, instantly coating every surface of his mouth in a thick glaze of thick, creamy spunk. The taste exploded across Ben's tongue, clinging to his taste buds, salty and musky and just a little bit sweet, the heady, intoxicating flavor made only the more potent by the knowledge that it was the taste of his master's seed. Ben let out a muffled moan, eyelids fluttering, too lost in the taste and the sensations to realize that wasn't the end of it.

The second shot caught the boy off-guard, flooding his mouth until his tongue was completely drowned in creamy spunk, silencing his moan. Ben's eyes widened as he realized what was still in store for him, and hurriedly began to swallow, audibly gulping down one mouthful of his master's thick, potent ball-batter after another, but even swallowing as fast as he could, there seemed to be no end to Leo's cum, each surge of seed filling Ben's mouth a little fuller than the last, until his cheeks were ballooning as he struggled to keep it all contained. Soon it was just too much, and the next shot forced itself up and out the boy's nose, forcing Ben to pull back until the fat head slipped from his lips with a pop.

The endless waves of cum didn't stop as ben struggled to swallow his oversized mouthful, another thick rope of potent seed firing from the tip, arching through the air before landing with a heavy splat on Ben's upturned face, painting a pearly white stripe across his pale features, covering his ruined makeup. Ben's hands continued to stroke and milk that glorious shaft, now aiming the fearsome weapon squarely at his own face as stream after stream of steaming hot spunk fired from the tip, each finger-thick rope painting another stripe across his features until he could barely be seen beneath it.

It may have seemed to be endless, but all good things must end eventually, and slowly, the blasts of cum grew weaker and weaker, coming slower and slower, until it was little more than a slow, steady trickle that dripped from the tip. The raw pleasure of orgasm gave way to the warm, gentle bliss of afterglow and Leo's mind slowly returned. Ben still kneeled before him, kissing and licking worshipfully at the enormous head of his still-hard cock, one hand wiping at the layer of cum that coated his face, bringing each fingerful to his mouth and sucking the digit clean, almost in a trance. When the task was done and his face was clean again, he seemed to come back to his senses, looking up at Leo with pure adoration on his face.

"Oh, Sir, thank you, thank you so much, that was incredible, it was everything I dreamed and then some, I'm so glad you let me be your little sissy slut~... I nearly passed out when you were fucking my throat, I never wanted it to end, but then you CAME, and it was… ohh, Sir, there was just soooo much…" Ben moaned, excictedly recounting the moment. "It was so delicious, I tried so hard to swallow it all, Sir, but there was just too much, you just kept cumming and cumming… I'll try harder next time, Sir, I promise, I'll be a good bitch boi and I won't spill a drop. But then, it felt so incredible on my face, too... The smell, the feeling on my skin, they're burned into my brain now, I'll never be able to forget it… I'm marked, now, I'm your bitch, Sir, your personal sisssy fucktoy~! I'm so glad you decided to use me..."

A smirk spread across Leo's lips as he stared down at Ben, still kneeling before him, taking note of an obvious wet spot on the front of the boy's lacy lingerie panties. His hands released their grip on Ben's head, though one lingered there, slowly stroking through the boy's soft blue hair. He said nothing for a long moment, then suddenly, his hand tightened into a fist, gripping a handful of Ben's hair, his expression darkening. "...Did I say you were done, slut? You sound like you think you're done. It's gonna take more than one load to satisfy me. A LOT more." He half-growled. "Still think you got what it takes to be my bitch?" He demanded.

Ben's eyes went wide with surprise at the sudden roughness, but as Leo spoke, his expression turned to one of nervous excitement, his teeth sinking into his plump, painted lower lip. "I'm sorry, Sir, I'm just a dumb little sissy, of course you wouldn't be finished so soon. Please, Sir, punish your worthless little sissy bitch and then use me however you want, for however long you want!" He pleaded, squirming on his knees with anticipation.

Leo's wicked expression split with an equally wicked grin, and he released his grip on Ben's hair. "Go fix your makeup." He commanded, simply. Ben blinked, surprised, then nodded and pushed himself to his feet, turning for the door. "And grab some lotion on your way back." Leo added just before Ben reached the door.

Ben looked a little surprised, then smiled. "Yes, Sir!"