Doc stared at her speechless, his heart beating, seeing her beautiful dark blue eyes so furiously bright like fire is burning in them, and he didn't think as he hugged her to him, kissing her on the lips passionately, and Lacey was surprised for a moment yet closed her eyes as she returned the kiss with her passion, pushing her tongue into his mouth to tongue-wrestle, her hands wrangling themselves in his black hair.

This lasted for three minutes before they had to break away for air, and Doc breathed softly, "I love you too, Lacey Casciano.", his amber gold eyes gleaming brightly. Lacey smiled wryly, "There you are, Richard...Now how about stripping?", breathing airily, "I have to tell you the truth...I always wanted to see you in your natural glory ever since I stepped in the bathroom the morning after the nightmare and saw you...Please, Richard, I want to help you to love yourself.".

"Are you really sure about that?", Doc asked. "I mean... I know what you say and all, but it's difficult for me since I've been able to mostly act normal again.".

Lacey smiled reassuringly, "Yes. You can go in-between your forms...I'm not ready yet myself, but I want to make you feel good...I want to know your body, Richard.", gently letting go of him with a patient look.

Doc looked at her, and saw that she's anticipating, not repulsed or impatient, and Doc took a deep breath, nodding, "O-Okay.", slowly removing his jacket, his shoes, socks, shirt, pants, and with another deep breath, removed his boxer shorts, standing in front of Lacey, all in his natural glory.

Lacey nodded, and Doc gulped before taking another deep breath, willing his antennae to come forward, his patches and freckles of exoskeleton appearing. Lacey came forward, whispering softly, "Same thing down there.", noticing that Doc is staying to human form down there.

Doc widened his eyes and exhaled as he changed his meat and two veg to the unique shape Lacey saw earlier, and Lacey smiled softly, "You are wrong, Richard...It's not ugly to me...It's beautiful like art, like stained glass.", before quirking an eyebrow in curiosity, "Is it true that you can crawl on any kind of surface? And how long can you stick to it without tiring?".

"Um... well, I've certainly never thought of it like that...", Doc referred to her stained-glass line before he went to her question. "As for the crawling... pretty much most surfaces and I've never truly timed it, but I certainly can stick for quite a long time.".

Lacey smiled softly as ideas suddenly fill her head, but shook them out, wanting to go slow and easy with Doc as not to scare him off, and gently reached out to touch him, to caress him as she slowly pushed him to walk backwards, "I'll tell you what. We'll have three rules as to compromise. Number one is following my lead until I give you the reins...What do you want for number two rule?".

Doc chuckled as he was fairly absentminded for once, not even able to truly think as his mind was racing with 100 different things a minute there, "Uh, could we... could you be naked for this as well? No sense in me being naked alone.".

Lacey looked thoughtful, and exhaled, "I'm willing to compromise on that. I am still wearing my bra and underwear. Deal?", and Doc can see where she's coming from, and nodded, "Anything to make you comfortable, my dear.".

"Thank you, Richard.", Lacey smiled softly, kissing him on the lips gently before taking a deep breath, and removed all her outer clothes slowly, mostly nude.

Doc lovingly looked at her warmly, and breathed deeply, "You're beautiful as an angel, Lacey. And as for number three rule?".

Lacey chuckled as she blushed heavily. "Richard... you can't say that kind of stuff... you're going to make me blush red as a beet.".

Doc gave a small chuckle his own as he grabbed her hand, "Maybe I like to see you blushing red as a beet, did that ever occur to you?".

Lacey shyly smiled, "I actually never thought of it that way before...As for number three rule, we do this with all the love, commitment, and hard work.", and Doc smiled widely, "I believe I can do that just fine.".

Lacey nodded, "Good to know, Richard. Now, the wall's behind you. Stick to the wall, facing me, but not touching the wall with your body...", and Richard looked back to see, and yep, the wall is behind him. He nodded, and sticked to the wall with his arms and feet, climbing slightly, and his body's away from the wall, making sure to be comfortable.

"Excellent. Now, do you remember number one rule?", Lacey smiles, and Doc nods, "Following your lead until you give me the reins.". Lacey nods, "Precisely. Now, I want you to freeze, as I mean in, do not move a muscle. I am going to make you feel so good, Richard.".

Doc took a deep breath before he nodded, "I'm ready, Lacey.". He smiled as she got closer to him and got into the position that she was wanting to be in.

She palmed his meat slowly and steady with one hand as she went to kiss and suckle from his neck down, with her other hand reaching around his back to caress his exoskeleton parts, and went to work on him, with her skin pressing on his skin, rubbing up and down.

Doc moaned at the feeling of pleasure he was having. He actually had never had this happen to him before, even before the experiment. "Lacey... that feels... that feels good...", he whispered. "Don't get too satisfied yet... it does get better.", Lacey chuckled.

Lacey increased the caressing and the kisses and the suckling but kept slow on palming and causing friction on his meat with her hand, and Doc whimpered, moaned, twitching a muscle, and Lacey tsked him, "Uh-huh, absolutely no twitching...".

Doc gulped as Lacey gave him a kiss on his antennae, and Doc kept from shivering and twitching, and Lacey smiled warmly, "That's my good cockroach man...Don't worry, I will tell you when you're free to move a muscle.", before Lacey licked around his nipples, taking them in her mouth as she slightly increased the friction of her hand on his meat.

"Oh, lord!", Doc cried out in surprise and pleasure as she did that, though he was obviously trying hard to make sure that he didn't disobey her orders there about twitching. He was doing whatever he could not to try and ruin this.

Lacey smiled, discovering another weak spot like his antennae, and went for another minute on his nipples before letting go, not wanting Doc to release too early or anything else, and she slowly got down, licking her way down to his abs as she kept doing her hand job on his meat, hearing Doc's cries and moans of pleasure as he kept hard from twitching a muscle.

Lacey can feel his meat swelling up in her hand, so warm and bright with all the colors, and she glanced up to see Doc closing and opening his eyes as he bit his lip, and she smiled between licking his abs, proud that Doc is really sticking to the wall for a long time like he said.

She then decided to let go of his meat, and ducked under Doc, going behind him, and went to lick and kiss his exoskeleton patches and freckles on his back as she played with his ass in a mischievous squeeze-massage.

"Lacey... you... oh, you're going to drive me insane here... or at least madder than I already am...", Doc groaned as Lacey smirked. "Did it ever occur to you that's probably what I'm going for?", Lacey teased as she kept on going.

Doc whispered as he tried so hard to keep still, "You're equal in being a minx and being an angel at the same time, my dear.", and Lacey blushed yet smirked, liking the sound of that, and moved down, licking and kissing the exoskeleton patches on his hips, with her hands wrapped around his waist, soon finding his veg aka his balls, fondling them.

Doc groaned even harder, feeling his meat swell even more from that, "Uh, please, Lacey!", amazed at how Lacey is finding her confidence with every little idea she had, and Lacey purred softly, "Just be patient, Richard.", as she kept fondling his balls slowly while she moved her lips into his buttocks.

"I'm trying!", Doc whimpered as he groaned and bit his lips here and there, straining so hard not to twitch, and after a minute of Lacey tormenting him from behind, she then ducked down again, letting go of his balls, and she smiled up at him, "And now the best part.", before taking his meat in her mouth.

Doc was about to lose his mind right then and there with all the pleasure he was feeling but not being able to practically move. He easily could if he had to, but he didn't want to do that to Lacey, not after what Derek nearly did to her and he certainly didn't want to give her any reminders if he couldn't help it.

Lacey moved and rolled his meat in her mouth, her tongue going in all directions, careful not to choke, yet let it hit the back of her mouth as she went back and forth, hearing Doc's moans, whimpers, and groans grow louder and louder, feeling his meat so warm and pulsing.

Doc pleaded, looking down at Lacey, "Please, Lacey, I can't hold back any longer!", and Lacey seemed to be thoughtful for a moment before giving a hum that sent down vibrations, and Doc held back from shivering, "Blink if that's a yes.".

Lacey blinked once, and Doc held back from moving a muscle in the rest of his body but released so hard as he yelled out in pleasure, and Lacey was slightly surprised by the overload of semen but swallowed it all as he came.

After a few moments, she finally backed away and started to cough as she needed some air after what she had just accomplished. "Oh, thank goodness...", Doc sighed as he just couldn't help but fall from the wall, landing right near her. "Sorry... just... I think you just wiped me out with all you did there.".

"Well...", Lacey chuckled as she coughed once more. "I guess I may have caused that by making sure you didn't move a muscle; probably made it even more intense.".

Doc smiled, looking at her lovingly and deeply, "And I thank you for that...It was the best one, literally...Not even on my own, it didn't even compare to now...You are incredible, Lacey...Are you alright? I hope I didn't choke you there...".

Lacey shook her head, "No, you didn't choke me. Just didn't expect the overload, that's all. Your taste, oh, Richard, it was so exquisite...And I'm glad that I gave you the best one, well, orally, that is.", with a smile as she licked her lips with an approving hum.

"I never expected you to be so...", Doc started. "Wild?", Lacey gave him a sexy smirk. "You think that Mo's the only one that's wild around here?".

"Certainly one way of phrasing that.", Doc gave a small laugh. Lacey chuckled softly, "Indeed. Now, since you're all wiped out, I think you better get dressed and head back to the boy's clubhouse hanger house with Link and Bob...unless you want to cuddle up with me?", with a shy smile.

"But what about you? I mean, I heard you the first time. You aren't ready yet, and what about pleasuring yourself?", Doc bit his lip curiously and concerned as he got up shakily, panting slightly, with sweat glistening on his skin.

"I can easily handle that myself... I've done it before.", Lacey smiled as Doc shook his head, "No, you really shouldn't, not after what you had done for me, that I can't at least somewhat repay the favor.".

Lacey looked at him in surprise and slight awe, "You'd do that...for me?", and Doc smiled, reaching to hold her hand tenderly, "Yes. I love you, Lacey. You have made me so happy that I'm starting to feel like I am not afraid of my skin anymore, that I am starting to love myself...It's my turn to make you happy...If that is what you want...".

Lacey whispered softly, "Promise you'd stay to pleasure?", and Doc knew why she asked that question, and nodded firmly, "On my heart, my dear, and hope to get crushed to pieces if I dare lie, not that I'm going to dare to lie to you when you have my love.", with a reassuring smile.

"Okay...I am now handing over the reins to you, Richard.", Lacey nodded, referring to their first rule. "Thank you.", Doc kissed her forehead before he slowly started to kiss other parts of her body, slowly making his way lower and lower.

Lacey moaned at many of the soft kisses that he left against her skin as she was already starting to get worked up from the expected pleasure that she knew would be coming.

Doc smiled as he kept slowly kissing, keeping on the bra as he kissed through the fabric and around the fabric, carefully touching her with his hands to caress her around the back. He didn't want to demand or even ask Lacey to remove the bra or underwear as he knew that bastard Dietl destroyed her underwear and bra in one swipe without even considering Lacey in mind that night, and he presumed that Lacey is afraid of being looked down upon like that which is why he is having her stand, not on the bed or anything for he is not going to be a literal monster like Dietl.

Lacey threw her head back when Doc started to kiss her around her stomach as she bit her lip and finally decided, "Richard... if you want... I can take the rest of these off for you...".

Doc paused, looking up at Lacey, "Oh, Lacey...I really want to see all of you...If you're sure...Go take them off if you want to...I want you to be comfortable.".

Lacey took a deep breath and slowly moved her arms so she could be able to get off her bra. After a moment of fiddling with the straps, she finally got it unlatched and removed it, leaving her breasts fully exposed for him.

Doc breathed slowly, getting up to look closer, "Oh, Lacey, you're even more elegant than I imagined. Such care and beautiful color...", glancing at Lacey with a tender, awed smile, and kissed her on the lips warmly before leaning down and in, to take one of her breasts in his mouth to suckle and roll with his tongue with one of his hands moving from her back to gently fondle the other breast.

"Richard!", Lacey cried as her hand gripped the sheets she was against as pleasure rushed through her from his touch around there. This was much more intense than she had ever had it with herself before tonight and thankfully, she felt completely safe and cared for, as opposed to the last time she let someone get even remotely close to her like this.

Doc blinked in surprise, and realized that he's doing it right, and kept going at it, switching between breast and breast for the next five minutes before moving on and resumed his kisses on her stomach, feeling the shivers of pleasure through her body, smelling the sweet aroma of her sweat and faint perfume, hearing her cries of pleasure.

He didn't even notice that they had gotten to the edge of Lacey's bunkbed, yet they are still standing, and Doc kept moving on, kissing the rim of her hips, passing over her underwear, to kiss her thighs and legs.

"I don't want to go further tonight if you don't want me to. This...", Doc kissed her leg again. "This is fine with me for now.", he explained as she chuckled, "Certainly wouldn't say we were even if I didn't at least let you taste me down there as well...".

Doc paused, looking up at Lacey, "You don't need to remove your underwear if you don't want to, Lacey...Yes, I am curious to taste you, but I don't want to scare you...", continuing on to kiss her other leg, figuring it's one thing with the breasts as Dietl was less focused on them, but with her precious, unbroken womanhood, it's a whole another thing, and Dietl was damn nearly going to hurt her there...

Doc took a deep breath to calm his flare of anger down, not wanting to make Lacey concerned or scared.

"Okay then... you can just then simply... lick me?", Lacey blushed red as Doc looked up. "However you wish, love.", Doc smiled as he leaned forward to kiss her covered womanhood.

Lacey gasped softly, "Oh, Richard!", wrangling the sheets in her hands as she kept from collapsing back on the bed, feeling his soft kisses through the fabric, right on the bundle of nerves, his hands slowly caressing her skin on from the waist down.

Doc didn't want to rush anything as he gave her simple kisses around that area, touching both her thighs at times before going straight back to her womanhood and continuing the pattern.