by Kel

When Lionel Luthor first came to her, Chloe had been terrified and awed. But the more Lionel came to her, the more time he spent carefully wooing her, the more empowered she felt by his actions.

She did her research; she found that Lionel liked strong women, women who could take care of themselves but let him do it. She found he was obsessed with Clark, but that was okay because so was she, in a far less prurient manner.

She went to a doctor in Granville and got herself on birth control injections without anyone in Smallville the wiser, just in case. And she read, anything and everything she could get her hands on, to make sure she knew how to make love, what the intricacies were, the positions.

And armed with her knew knowledge, Chloe felt... like a woman. Not a little girl, but a woman with something to offer a powerful man. When Lionel complimented her again, she didn't blush but returned the innuendo-laden compliment in kind. When Lionel escalated into flirting, Chloe rose with him, her heart stuck in her throat.

After she agreed to help him, work with him and investigate Clark, Lionel touched her shoulder, brushed her chest as he ushered her to the door and invited her back the next day.

When Chloe dressed for her meeting with Lionel, she dressed carefully. A sleeveless blouse in a deep green that complemented her eyes. A black skirt that fell just above her knee, cut stylishly, but still conservative enough to please a Luthor. Black sheer stockings and the sinful indulgence of a garter belt, black panties and shoes, even a few attractive streaks in her hair.

A notebook of printouts, facts and theories and information that comprised her entire body of research on Clark Kent. Just enough makeup to accentuate her beautiful features; a light dusting of powder, a flick of mascara, a smear of lipstick, all of it making her look only a few years older than her age, but just over the threshold to adulthood.

Picking up her purse and satchel, Chloe left her insecurity behind as she headed out to her car, and to Metropolis.

Lionel was waiting for Chloe as she was shown up to the suite. His fingers drummed on the glass tabletop at his elbow. Judging from the brief look at her outfit that the security and surveillance cameras provided, Lionel presumed that she had finally picked up on his unsubtle seduction. He allowed himself a brief smile, disposing of his suit jacket entirely and loosening his tie enough to open several buttons on his shirt. Studying his reflection in the mirror, Lionel decided to roll one shirt-sleeve up over his forearm and unbutton the cuff of the other as he opened the door, so as to give the impression, at least, of relaxing.

He knew from past dealings with Chloe that any show of informality threw her off-balance, as did his invasions of her personal space. He remembered that she smelled like vanilla and daffodils, and he was just jaded enough to savor the sweet aroma of a tender, innocent young girl.

Chloe threw her shoulders back as she knocked on the door to Lionel's suite. The doorman would only take her up on the elevator, and let her out on the top floor. The only door down the hallway was Lionel's, and she pushed the disquiet to the back of her mind s she knocked, then fidgeted nervously with the satchel's strap across her chest.

Her breath was taken away entirely when Lionel opened the door himself, shirt half-open and sleeves half rolled up over his arms. His fingers were nimbly working the buttons of his shirt cuff, and he smiled at her, predatory but still polite.

"Miss Sullivan, punctual as ever. Please, come in." Lionel could barely stop himself from staring at the generous amount of cleavage on display for him, framed so nicely by the strap across Chloe's chest.

Chloe swallowed hard as Lionel stepped back from the door and out of her way. "Um... if this is a bad time, I can come back."

"Nonsense," Lionel said, walking to the bar. "You're here, and you've apparently brought something to me. Come in and sit down." Lionel observed out of the corner of his eye how unbalanced she was, and hid his grin as he turned away entirely. "Forgive my not offering you a drink, but I don't entertain often."

"Uh, no. That's fine." Chloe sat in the overstuffed chair across from the sofa, crossing her legs as she pulled out her notebook. "This is everything I could pull together on Clark Kent. I have a few other investigations going, looking into some other things I came across, and as soon as I find out anything, I'll let you know, but here you go."

Lionel had completely removed his tie by the time he turned around, his top shirt buttons were completely undone, and his shirtsleeves were rolled entirely up to his elbow as he turned away from the bar, drink in hand. "That's very good news, Miss Sullivan," Lionel said casually as he drew closer. "I was afraid our last little meeting had frightened you off." He crossed the room in several long strides, leaning in close over Chloe's shoulder to take the notebook.

Chloe nearly jumped out of her skin when Lionel loomed over her. She felt the heat from his body warming her skin, and the rasp of fabric against fabric was harsh in her ears as their shoulders touched.

Lionel gave a little smile as he stayed bent over, flipping through the notebook as Chloe held it in her lap. He scanned each page, filing away the nuggets of information that he didn't know, and scoffing slightly at the adoption records. "You haven't brought me anything I didn't already know, Miss Sullivan," Lionel said softly, directly into her ear.

"Chloe," she breathed quickly. "Call me Chloe, Mr. Luthor."

"Chloe," Lionel agreed. "What else do you have for me in that little satchel of yours?" he asked, still breathing his words directly into her ear.

Her fingers fumbled slightly as she reached into the bag. "I've got some pictures--nothing much, but I found a wrecked camcorder after the storm, these blurry pictures were all I could pull off what was left of the tape." She handed him a manila envelope. "Clark's not in them, but that's his storm cellar--I know, we were down there a few years ago when a storm warning went out."

Lionel smiled approvingly. "Why thank you, Chloe. You've been a great help to me today." His thumb rubbed gently over her shoulder.

Chloe shivered as Lionel's hand touched her skin, but she didn't drop her eyes. "I'm glad I could help," she said softly, blinking rapidly.

Lionel came around the stuffed chair and sat down on the couch across from her, his legs stretched out just enough so that his socked toes barely rubbed her ankles, albeit unintentionally, so he wanted her to think. When she didn't move, Lionel straightened, just a little bit, with another rub to her calf as he studied her. "Is there something else I can do for you, Miss--oh, I'm sorry, Chloe?"

She closed the notebook and passed it over to him, feeling a little shock as their fingers brushed together. He took it silently, and put the envelope he'd gotten from her earlier inside it, then set it on the table at the end of the couch. He turned the same appraising stare on her again, apparently waiting for an answer.

Chloe caught her lip between her teeth. "I... I should go." She picked up the empty satchel from the floor beside her chair, put her purse inside it, then stood up. She hesitated in shouldering the bag, but finally slung it over her shoulder and headed to the door, not noticing that her powder compact had fallen out of her purse.

Lionel watched as she walked into the foyer, and then got up from the couch and picked up the powder compact. "Chloe," he called after her, his long stride carrying him quickly across the room.

"Yeah?" She spun eagerly, then glared at the shiny black compact in his hand.

"I do believe this is yours," he said, holding out the little round case.

Her face burned with embarrassment as she snatched the compact back and shoved it back in her purse. "Thank you."

"You're quite welcome," he said smoothly, and reached over her shoulder to open the door for her, brushing against her in the process.

That was it.

"Would you make up your mind?" Chloe snapped, turning around and putting her back to the door, slamming it shut and leaning against it before glaring up at Lionel. She clutched the satchel in front of her chest like a shield, but she didn't stop. "You might be Lionel Luthor, but you don't get to play with me like this. If you want sex, you can have it, but you have to make up your mind. Either you want or you don't. And if you don't, then stop acting like you do. If you do, then say so."

Lionel paused, studying Chloe as she stood her ground and glowered at him. "And what, exactly, makes you think that I'm interested in a young girl who could sully my reputation?"

Chloe snorted. "If you're not, then you're sending out some seriously strong signals," she countered, her knuckles whitening as she tightened her grip on the satchel. "I might be young, Mr. Luthor, but I'm not stupid."

Lionel moved so that he could stand in front of Chloe, and his hands went to rest on the door, on either side of her head. "No, Chloe, you're not stupid at all," he said, looking down at her. "But you're also playing with fire."

"Burn me?" she whispered softly, looking up at him.

When he didn't respond, just stared at her, Chloe tried to duck under his arm.

Lionel's arm moved then to block her escape. "Where do you think you're going?"

"I'm leaving," Chloe said, pulling her dignity around her.

"And if I say no?" Lionel asked.

"You don't really have a choice. You can't tell me that I can or can't leave your apartment." She moved again, and his arm blocked her again. "Stop it."

She and Lionel locked gazes for a very long moment, with every move Chloe made being blocked by Lionel. Finally, though, after an interminably long moment, Lionel jerked his arms back and stepped away from the door. "Have it your way, Miss Sullivan."

"Thank you. I believe I will." Chloe dropped her satchel by the door and stepped forward to close the distance between them. Lionel moved to block her again, turning to the side to avoid her approach, but when he did, she slipped right inside his personal space, rising on her tiptoes to kiss him. Her hands slid through his hair, getting a good grip so he couldn't dislodge her, and she was pressing herself close enough that he didn't have to hold her.

Lionel tried to shove her away, but found that his hands wrapped around her arms and hauled her in closer, lifting her just the barest amount to bring them closer together in height. He tasted vanilla in her lipstick, his brain barely registered the daffodil scented cologne he'd thought of earlier, and her full breasts pressing against his chest caused him to push his tongue into her mouth, deepening the kiss.

Chloe accepted the kiss without complaint, bending and turning her body so that it fit against his, finally loosening her hold in his hair to slide her hands inside his shirt and glide over warm, taut skin. His chest was surprisingly smooth as her fingers explored the deep V of open buttons, and she yielded to his mouth as her palm flattened against his nipple.

At the touch of her cool fingers against his skin, Lionel broke the kiss and looked down at her, licking his lips once as he caught her hand inside the collar of his shirt and brought it out. "I really think you should leave now, Miss Sullivan," he said, his voice husky.

Chloe picked up her satchel, but didn't do anything but toss it on the chair and turn to lock the door. "I really think I don't want to," she said, pulling her hand out of his grasp and bringing it to his belly instead, sliding it up his shirt until she reached the open buttons at the collar again.

Lionel plucked her hand off his shirt again, but to his utter and complete shock, her free hand came up and pushed him. Only a step back, however, because he was far too large for her to move without help. But she pushed him. Lionel couldn't ever remember being pushed before. "In fact, I know I don't want to." Chloe's fingers moved to walk up the buttons of Lionel's shirt, undoing each one with a hand that trembled just slightly, but didn't waver.

Lionel looked down in surprise at the widening expanse of skin that was being revealed by Chloe's fingers, and stopped her. "Just what do you think you're doing?" he asked silkily.

Chloe nearly stomped her foot in frustration. "In case you haven't gotten the message yet? I'm taking your shirt off. Then I'm going to take my shirt off. Then my skirt, and we'll talk about the rest," she said, a quaver in her voice belying her uncertainty even as her fingers kept opening buttons.

Lionel waited until the last button on his shirt was undone and then grabbed her wrists. "Do you think that you're playing a game with one of your little high school cronies, Miss Sullivan?" He dropped her hands and stepped away from her. "You, young lady, are out of your league and unless you want to find out how far, I suggest--"

"I do want to find out," Chloe snapped. "You've been stringing me along for weeks and now you've got the chance to follow through on it, and you won't. What's the matter, Mr. Luthor? Can't get it up for a high school girl?" The words coming out of her mouth shocked her, as though she didn't know what part of her they came from, but she didn't take them back, just met Lionel's eyes with her own defiant stare.

"You... have quite a clip of nerve, Miss Sullivan, I will give you that." Lionel shrugged his shoulders, and let the shirt fall to the floor behind him. "Shall we take this to a more proper location?" he asked, absurdly formal for being half naked.

Chloe pondered for a brief second, weighing her options before stepping out of the heeled shoes she was wearing and tucked them into her bag, so they wouldn't get lost. "After you, Mr. Luthor," Chloe said, wiggling her toes inside her stockings as she rocked on the ball of her feet.

"Oh, no, I wouldn't dream of it," Lionel said with a smile. "Ladies first."

Chloe bit her lower lip as she looked down the hallway. There were several other doorways to either side of the hall, but the door to the large bedroom was ajar. Lavishly outfitted, she could easily see the queen-size bed, the deep emerald green sheets that promised the softness of silk, and the heavy comforter that matched the bed skirt all the way around. The deep mahogany bedside table beckoned her, and before she could let herself back down from Lionel's challenge, she started down the hallway.

Chloe was so quiet that Lionel could hear her stockings crushing the delicate pile of the carpet and the quick inhalations and exhalations of her breathing. He heard his own tread echoing hers, following behind in her wake as he caught faint whiffs of whatever perfume she wore that smelled like daffodils. It was permeating his senses, reminding him of everything he'd thought earlier about possessing an innocent girl and making him realize that this slight tarnish on her innocence only made her that much more appetizing.

Chloe entered the bedroom first, and took a moment to look around at the opulence. Her hands slid easily over the fine linen sheets, and she gasped as she sunk into the big, soft mattress. She scooted up against the pillows, stretching out and arching her back to get comfortable as she looked at Lionel, who had paused in the doorway. "Come on in--it's your bed."

"But you look so comfortable there," Lionel protested, leaning against the doorway, arms folded across his bare chest. "It would be a shame to disturb you."

Chloe's eyes flashed down, over Lionel's bare chest to the now-obvious bulge in his pants. Getting to her knees in the bed, she slid over the sheets until she was sitting crouched on the edge, and she held out her hands, beckoning him over. "I thought I was supposed to be the shy one."

Lionel glared at that. "I am not shy, Miss Sullivan."

"Since you're about to see me naked, don't you think you could possibly call me Chloe?" She gave an impish smile at the glare, and shimmied quickly out of her shirt, using her outstretched arms as a partial shield for her brassiere.

Lionel closed the door to the bedroom as he came in, and moved quickly to the bed. He stopped directly in front of Chloe and she pulled herself up by his belt, steadying her hands on his shoulders. "Hi," she said a little breathlessly, not sure what else to say.

"Hi? That's all you have to say for yourself in way of explanation, Chloe?" Lionel demanded. "You are treading on--"

"If you say one more word, Mr. Luthor, you're going to start sounding like my father, and that's an image I really don't need." Her hands tightened on his shoulders, and for the first time, her brow furrowed in confusion as uncertainty skittered across her face. "Don't you want to..." She let it trail off, and when he didn't answer right away, the color in her cheeks drained away, leaving her chalk white. In the silence, she blushed bright red and grabbed for her shirt. "I'm sorry, I thought you... I really should go now. I'm sorry, Mr. Luthor."

Lionel reached out and yanked the shirt out of her hands, dropping it on the floor as he crawled onto the bed in front of her and using his weight to tip her backwards. She landed with a small oof, and he watched appreciatively as her breasts swayed in their lacy white cups. "I told you, Chloe, this wasn't a game. I warned you not--"

"Shut up," Chloe hissed recklessly, knowing what this man could do to her and not caring in this moment of embarrassment. "If you don't want me--"

"When did I ever say I didn't want you?" Lionel asked smugly, leaning over a little more so that his erection rubbed against her leg. Finally, for the first time since she arrived, Lionel felt back in control of the situation, and his hands slid under her skirt. "Mmm. A garter belt. I'm surprised, Chloe, I didn't think those were the fashion any longer." His fingertips teased the expanse of thigh between stocking top and her panties.

Chloe went still when Lionel's fingers touched her, and she paused, just for a moment, to make sure that she'd heard correctly--Lionel did want her. When the realization sank in, Chloe gave a muffled little sob of relief. Until that moment, she hadn't realized how much of her newfound self-confidence depended on Lionel wanting her. Her hands went to his chest, sliding down his belly and she caught her lip between her teeth as she started unbuckling his belt and unzipping his slacks.

Her movements pressed Lionel's fingers tighter against the black-clad flesh between her legs, and he took advantage of it, sliding her panties down below her knees before reaching back under her skirt. He didn't get a chance to touch her, however, when he felt a quick wash of cooler air over his groin. He looked down to find that Chloe's hands had entered his pants and were feeling around gently.

"No," he said softly, bringing her hands out of his pants and away from his body entirely, holding them over her head. "This is enough, I think."

Chloe sat up, breaking Lionel's grip on her. "No, it's not," she said softly, her arms reaching behind her to unfasten the hooks on her bra. She gave another little sigh of relief as they fell free of their binding, and she brought Lionel's hands to cup them, leading his fingers to the red marks on the side.

Lionel didn't protest as his hands were led to her generous cleavage, and his palms cradled the handfuls of firm flesh as his fingers massaged the angry red welts left by the unforgiving elastic and lace. He felt fingers in his hair, and he realized that Chloe was guiding him closer, pulling him over her for a kiss as he soothed her breasts.

He obliged, his thumbs snaking around the bottom swell of Chloe's breasts to rub rhythmically over her nipples, feeling them prickle and harden almost instantly under his touch. His beard scraped over her chest and throat as he gave into her demand for a kiss, and he was rewarded with a muffled moan into his mouth and a tightening of her grip in his hair, which perversely he loved.

Chloe squirmed her legs until her panties were down at her ankles, then she kicked them off entirely and wrapped her newly-freed legs around Lionel's waist. The sensitive skin of her slit chafed against the fine wool of Lionel's slacks but she didn't care, because the friction felt good. She gave another little whine into Lionel's mouth, and then let her hands slide down, hesitantly slipping inside the open waistband of Lionel's pants to squeeze his ass, using the leverage to pull herself up further.

Lionel grunted as he pulled away, looking down at Chloe's face and seeing the hesitant excitement keeping her eyes open as she panted. Her lips parted just a little bit as she smiled up at Lionel under his scrutiny, and gave his ass another tentative squeeze. "Please?" she asked softly, just a little breathlessly.

Lionel didn't blink for a moment as he thought, and he nodded to himself; this concession this time would make it easier for him to entice her back the next time. "Go ahead," he said, and he was surprised by how quickly her hands moved over his hips to push his pants down to his thighs. He reached down to assist her slightly fumbling fingers as together, they took his slacks off and let them fall to the floor with her discarded clothing.

In return, Chloe hooked her thumbs into her skirt and tugged it down, meeting Lionel's hands on her thighs as he pulled the skirt down the rest of the way. She licked her lips as she watched him move, studying the way that his arms and back rippled. The firmness of his stomach was evident as he turned to the side to get rid of her skirt, and the movement drew her eyes to the large bulge of Lionel's cock, still trapped behind the form-fitting lines of his boxer briefs.

She slid down, her legs spreading wider around Lionel's knees to accommodate as her fingers came to rest on his belly, rubbing lightly over the waistband. Then they dipped lower, finding the fly and her fingers investigated. They were rewarded by the feel of silky hot skin, stretched hard and taut behind the fabric, finding an intense warmth the further in her fingers reached. She gasped at the heat, shaping her fingers around the length she could feel, and cried out in surprise when Lionel's hand wrapped like steel around her wrist and pulled her hand back.

She looked up at him, surprised to find him starting to sweat, his other hand bringing her knee up to rub against his hip.

Lionel brought her unschooled fingers out of his briefs, and put them back on his chest. "Let me; I know what I'm doing," he said, watching her shrink the smallest bit under the unkind words as fought to keep his response to her touch under control. He rolled his briefs off easily, dropping them in the floor with the rest of their clothing and getting back onto his knees between her outstretched legs. "I think this is what you had in mind, isn't it, Chloe?" he said, indicating the fact that they were now both naked, save for Chloe's stockings and the frilly garter belt that held them up.

Chloe nodded frantically, and let her hand fall off his chest to the straps of her garter belt, ready to unfasten the snaps and roll the stockings off.

Lionel's hand stopped her, and when she laced their fingers together, he didn't stop her. "Leave them," he instructed. "They suit you."

A quick, hot blush spread over Chloe's cheeks and down her throat, reaching almost to her breasts before it faded. "Thank you," she breathed, and she wrapped one tentative leg around his hip, pulling him down. The sight of his cock, proudly erect, thicker and longer than she'd imagined, was both intriguing and terrifying. She looked up only to find him staring almost hungrily between her legs, where the lacy belt and elastic straps over her thighs framed the hairless lips she'd shaved only a few days ago.

Lionel was briefly mesmerized by the puzzle that Chloe Sullivan presented. She was spread out naked and wanton in front of him, hesitant about looking but not about touching and aggressively demanding that he make good on his flirtatious promises. She seemed innocent and shy, but had made herself attractive and accommodating in every way.

His fingers slipped down to her bare mound, stroking over the outer lips briefly before sliding his fingers inside of her. They fit, tightly, and he was stunned at that, until his fingers encountered a barrier and Chloe cried out as he pressed against it.

She was still a virgin, and that was even more shocking.

His fingers pushed just a little harder, as though verifying for himself what he felt, and Chloe's cries got a little louder, with a whine of pain to them, and he slid his fingers out of her completely and looked up at her. He couldn't help the swell of pride that filled his chest at the thought, and he stroked her face gently despite the smirk on his face. "This is unexpected," he said. "You are full of surprises, aren't you, Chloe? You come into my penthouse, dressed enticingly, demand that I... service you, shall we say, and in every other way appear as brazen as possible, when in fact you are nothing but an inexperienced young woman."

Chloe disregarded everything in that insult but young woman. She latched onto that, that he thought she was a woman, and her legs wrapped around his waist. "I waited for the best," she said, eyelashes hiding her eyes as she said it.

Lionel scoffed. "As flattering as that might be, I sincerely doubt that is the case." His fingers returned to stroking inside her, but stopping just short of her hymen. "I believe I was merely the first person to realize... what an intriguing young woman you are," he continued. "And now... you're mine," he murmured, more to himself than her. It had been quite a long time since he'd taken someone's virginity, and he tucked away the smug thought that he now had something to lord over both his son and Clark Kent, at some point in the future.

Chloe gave a guilty nod, and pulled herself up just a little, bringing both her breasts and her lower body into a more prominent, offering position. Her hands slid up her chest and lifted her breasts, rubbing the nipples with her thumbs and trying to tantalize Lionel into a taste.

Lionel rubbed his fingers over her mound again before sliding them up her chest. They nudged her thumb out of the way on one nipple, pinching it instead of rubbing, rolling it between his strong fingers as he listened to her breathing. Her pants sped up and Lionel could feel her lower body squirming as he tugged first, then lowered his mouth slowly to the other one.

Chloe's body jolted as Lionel's mouth engulfed her nipple. The scratch of his beard against her tender skin was a second assault on her senses that she hadn't expected, and didn't know how to react to. It was driving her crazy, like an itch that itched one second, but was scratched in the next only to start itching again as the bristly beard stroked in different directions. She whimpered, her body twisting under Lionel's touches, his tongue flicking her taut nipple back and forth inside the wet heat of his mouth.

Her hands dropped her breasts, now that Lionel was tending to them, and her fingers slinked down towards her slit. Her fingers barely slipped in, teasing herself and rubbing over her clit with hard strokes as Lionel sucked roughly on her nipple.

Lionel's sucking gave her a shiver, and with the shiver came an idea. Her fingers slid out of herself, and she twitched away from Lionel's sinful mouth as she slid down the bed. She'd read enough on the subject--men giving men blowjobs, women giving men blowjobs, even men writing what a woman should do--that she was pretty sure that she could figure it out. Lionel seemed to know what she was doing, because he let her go, making sure there was enough room for her as she slid between his thighs, and his hands came up to her hair and tugged lightly, teasingly.

The closer Chloe got to his cock, the more Lionel's chest swelled. He wasn't even having to order her to do anything; for being a virgin, she certainly had the right idea. He stopped her before she reached him and instead rolled onto his back, leaning propped up against the pillows on his bed and pulling her on top of him. It was more comfortable for him, and he was quite curious to see how she would react to his sudden move. When he saw her smile timidly, a husky laugh bubbled up in his chest, and he ran his fingers through her hair in a small pet of approbation and permission.

Chloe blinked at the change in position, but smiled, tucking her hair behind her ear as she turned around, crawling up his legs as she grinned shyly. Her hand reached Lionel's cock before her mouth did, and she tentatively wrapped her fingers around the shaft, cradling it in her palm. She was awed by the size of it, bigger and thicker than she'd imagined from the descriptions and pictures she'd read, and thrilled that she could feel the thrum of blood pulsing in her hand.

Chloe's heart pounded in her chest as she familiarized herself with the hard shaft she was stroking. Lionel's cock was like hot silk over steel, and a nervous giggle escaped her as her fingers caressed him, listening to him hiss in pleasure as she did. She marveled at how easily the skin slid over the shaft, following the movements of her hands. She licked her lips, and then pressed them to the head of Lionel's cock.

The slightly salty taste of his skin filled her mouth, and her tongue stole out again, taking a quick swipe before darting back into her mouth. The taste was not unpleasant, and his cock was hot and hard against her soft lips, so she pressed a soft kiss against the head before pulling back just a little. Taking a deep breath, she looked up at Lionel through lowered lashes and slid just the head of his cock into her mouth.

Lionel groaned as Chloe's lips and tongue teased him, but just when he was going to demand she follow through, she did, her mouth opening to take him in as her wide eyes looked up at him for approval. His fingers wound back through her hair, pushing her firmly down his cock in answer, moaning softly as more and more of his cock was engulfed by her mouth.

Chloe panicked for a brief second, her throat tightening around the head as it pushed steadily in. But as she pulled back, she found she could take a quick breath before letting Lionel slide her mouth down further on his cock. The panic quickly faded with that realization, her chest loosening and her heart pounding wildly as she started to suck. Messy little slurps at first that were too wet, but then she used her tongue to spread the pooling saliva around Lionel's shaft instead, making it slicker and easier to slide in her mouth.

She also learned that she could swallow just a little around his cock, and it made him yank on her hair as his body shuddered, and his cock thrust further into her throat as her hands rose to brace on his thighs. His balls were slightly damp from the overflow of saliva, and she reached for them with one hand as she balanced with the other, sucking awkwardly and without rhythm as she explored the warm sac and the heavy globes inside.

Chloe was content, for the moment, to keep sucking, even though her jaw was starting to hurt from being open so wide for so long. Her fingers rolled Lionel's balls against her palm and she liked the weight of them in her hand as she licked up his shaft.

Suddenly, though, she felt both of Lionel's hands in her hair, and she whimpered slightly as he pulled her mouth off his cock, dropping his sac as well as he dragged her up. As soon as she was high enough, his hands went to her shoulders instead, and he kept hauling until they were face to face.

"What?" Chloe gasped, then gave a little squeal as Lionel's fingers slipped back inside her. The squeal quickly turned to a grunt of pleasure as Lionel rubbed over her clit as he thrust his fingers. Her back arched as she straightened for better leverage, trying to get Lionel to slide deeper.

Lionel didn't bother answering with anything but a smirk as he sat back against the pillows, one hand resting on his belly as he watched Chloe writhing on the fingers of his other hand. Her breasts moved appealingly, the full weights bouncing against her chest as she rose and fell on his fingers, working to get his fingers deeper, which he carefully denied her. Nothing other than his cock was going to take her virginity, and the thought of it sent a fierce wave sweeping over him.

Slowly, catching her eye, Lionel pulled his wet fingers out and slid them up her chest, over her breasts, and brought them to rest against her lips. She looked down at him, opening her mouth just enough for Lionel to push his fingers in, and her tongue licked them at his urging glance.

As she sucked, Lionel slowly adjusted Chloe's body so that her knees spread widely on either side of his hips, and his free hand stroked over his cock. It twitched as he felt the wet heat between her legs drawing closer, then to his surprise, Chloe reached down and guided the head of his cock to press into her slit.

Chloe let her head fall back, Lionel's fingers slipping out of her slack mouth as she moaned. She used her weight to press down, leaning forward so that her hands rested on Lionel's belly as she slid down, and then stopped abruptly, whimpering as his cock pushed against the barrier inside her.

Her head fell forward and she whimpered again, shifting uncomfortably against Lionel's body. Lionel took pity on her, and gripped her hips firmly. He didn't bother reassuring her, didn't let her have too long to think, just rocked upwards. He felt the delicate tissue tear, heard her sob once as her muscles spasmed tightly around him, and he thrust again, sheathing himself completely before she could fight to expel him.

Chloe's voice caught in her throat as she cried again, her lower body cramping from the pain. Her hands were fisted against Lionel's stomach, and she was trying to pull herself off his cock as he held her on it. The more she squirmed and tried to get away, though, the cramped feeling began to subside and her muscles loosened and molded themselves around his cock.

Lionel watched as she panted, feeling the tautness in her body as she moved, trying to find a comfortable position. His hand soothed over her lower belly, stroking in commiseration as he kneaded the skin with his firm fingers. As her body relaxed around his, Lionel let go of her hips and moved to rub her lower back, helping her settle on him.

Breath hitching, Chloe finally found a comfortable position on Lionel's cock. One hand moved from Lionel's belly to her own, lightly caressing the back of Lionel's hand as it stroked her pain away, and then she started to move. Up and down, in gentle rocking motions that made her sheath contract gently around Lionel's cock as she moved, her lower body singing with soreness but no longer real pain.

Once she was moving, Lionel's hands slid over and around to her hips, squeezing them as he guided her into a new rhythm. It was faster than before, but no less pleasing to either of them. Steady and quick, Lionel helped to lift Chloe then let her slide back down, feeling her hands gripping his wrists as she used him to balance. She was learning how to ride him confidently as he raised his hips to meet her and push deeper on every thrust.

Lionel pushed up from his nearly-flat lounging position as he watched Chloe's breasts bouncing tantalizingly in front of him, and he straightened, changing the angle of his entry into Chloe as he caught one of the nipples in his mouth and sucked hard on it. He grunted as Chloe's nails raked down his back, yanking her close to his chest as he bit roughly.

Chloe squealed at the bite, shocked to realize that it made her muscles contract harder around Lionel's cock, and she let go of her lover long enough to experimentally pinch the other nipple. An echoing squeeze again around Lionel's cock and this time it was Lionel's head that fell back, just for a brief moment exposing his throat, and Chloe struck.

Her mouth latched onto the proud column and sucked hard, kissing the bare skin below his beard line and rubbing her forehead against his prickly chin. She scraped her teeth over his Adam's apple, sucking around it then leaving a delicate bite-mark behind, and Lionel groaned again as she bit him. Bite for bite they were even now, and she looked up at him as she bounced harder, teasingly, on his cock.

Lionel growled as she teased him, and with his arm firmly wrapped around her waist, he rolled Chloe onto her back. He dragged her legs up around his hips, his hands sliding easily down the slick length of her stockings as his cock slammed back into her. He drove deep with every stroke, pounding her hard as his hands left her hips and rose to her breasts again. He kept his head and shoulders pulled away, so he could watch her reactions to his sharp pinches and tugs on her nipples.

He watched the way Chloe's skin flushed red when he turned them over, the way her full breasts reacted to his touch, the nipple puckering and hardening almost instantly, inviting his mouth for a suck. He watched her hands slide over his belly, then felt them come up his chest and couldn't believe when he felt Chloe's fingers finding his nipples and tugging them between gentle fingers, rolling them until they hardened and he growled again. It was a rumbling purr deep in his chest that seemed to invite more of the same touches, because that's precisely what Chloe was doing--still teasing his nipples just as much as he was thumbing hers, and he gave her a sweaty grin as he dropped his head to kiss her.

Chloe opened her mouth easily to his kiss, lips parted to accept his tongue as soon as their mouths met. She gave a soft moan as he kissed her expertly, the knees locked around his hips going weak as his tongue thrust and licked, tasted and teased and sucked gently while the only thing she could do was hold on. Her hands left his chest and threaded through his hair, letting the thick strands slide through her fingers as she raised her hips, urging his cock to pound faster, and harder. She whimpered her desire for it in his mouth, rubbed it against his chest, urged it with her fingers in his hair, begged for it with the tight clench of her muscles around his cock.

Lionel complied, whispering into their kiss for her to let him pull out, to get on her knees and open herself for him. Chloe did so eagerly, sucking one last time on Lionel's throat before rolling onto her stomach and pulling her knees under herself. Her new position raised her ass into the air as her arms folded under her dangling breasts to balance herself.

Lionel stifled the groan at the unintentionally sexy pose. He was sure, in fact, that Chloe had no idea what she was doing or what she was offering. He couldn't help briefly rubbing the pad of his thumb over her anus, watching the little hole twitch as he stroked over it, wondering briefly how long it be before she asked him to take that virginity as well, now that the idea had been planted. He heard her whimpering, and brought his cock back to her slit, rubbing his head along the thick wet lips, smearing them with a mixture of his pre-come and her wetness.

Chloe whined, shifting her shoulders so that she could drag her nails over her nipples. "Lionel, please," she begged, spreading her legs a little wider and opening herself further. "Please, back inside."

"Your wish is my command," Lionel said mockingly, but he positioned himself behind her and slammed inside, pushing firmly and burying his entire length in a single thrust. From this new angle, her body accepted him far more smoothly, and his hands stroked her sides, pleasantly surprised not to feel her ribs poking out through her sides as so many of his female lovers' did. Chloe wouldn't break, and he tightened his grip on her hips as he hauled her back into his strokes.

At the first slap of skin on skin, Chloe jumped in surprise. She barely had a second to register it before she felt Lionel's cock buried to the hilt inside of her. Incredible surge of pride that she, a girl with no experience, had been able to take everything that Lionel Luthor had to give her, and she physically clamped down on Lionel's cock as he tried to slide it out of her.

Lionel grunted in surprise as Chloe's body refused to release him, and he surged forward again, pushing back in as far as he could reach. His hands left her hips and went to her breasts--they were full, firm, and real, and the texture reminded him why he wanted to fuck this innocent young lady. He kneaded them in his hands, weighing them, rubbing them against each other, squeezing the nipples. Their hair mingled together as Lionel leaned over her, biting her earlobe sharply to get her attention, to turn her head so that they could kiss once more.

Chloe turned her head awkwardly, meeting Lionel's mouth in a messy kiss that sent tingles down her spine. Lionel's beard scraped her cheeks and chin, his tongue hot and slick in her mouth, and his hands were playing her body like a fine instrument. She hummed with her desire, whimpering into his mouth and begging wordlessly for the next step, begging to come before she lost her mind.

Lionel nodded, whispering his permission to Chloe, breathing hot, dirty words into her ear about what he wanted to see her do. Wanted to see her fingers rubbing her clit, squeezing it, fucking herself with her fingers as well as his cock.

He whispered more dirty words into her ear. That he wanted to fuck her again, wanted to watch her riding his cock, that he wanted to watch her touch herself everywhere. That there was another virginity he wanted to take, would take, that he was going to love watching her finger herself to orgasm while he was pounding her ass.

As soon as Lionel had given her permission, Chloe's fingers slipped down along her belly and down to her clit. She was working it roughly, pinching and tugging and squeezing just like Lionel whispered to her, and she felt something building inside her. Better than when she came by herself, she could feel her body tightening around Lionel's cock in anticipation.

Chloe felt Lionel's nails digging into her hips, and that was all that it took. Her entire body shuddered, trembling as she came in a great wave that would have knocked her off her feet if she'd been standing. She quaked with it, so lost in her own orgasm and the sudden liquidity of her bones that the rush of Lionel's orgasm was a shock.

She keened with it, trembling again as the cock that had been fucking her emptied itself into her, spreading heat through her belly and groin. She whimpered, rubbing her stomach where it felt so warm and pleasant and nearly collapsed against Lionel's supporting arms.

Lionel could feel Chloe's body getting tighter and tighter around him, and knew what that meant. Lionel dug his fingers into Chloe's hips, hauling her back against his groin as he kept himself pressed to the hilt, keeping her full of his cock as she rode out her orgasm. The spasms around his cock were hard and squeezed him almost painfully tight, and he came close on the heels of Chloe's orgasm.

His cock stayed buried in hot, wet, welcoming flesh as he came. Chloe's body greedily accepted every spurt and clung tightly to him as he withdrew. Once they were separated, Lionel rolled onto his back, catching his breath and panting as he looked up at the ceiling.

He was shocked yet again when Chloe rolled over beside him and draped her arm over his waist. He turned his head to look down at her, and eyes sparkling with mischief met his as he raised a tired but still questioning eyebrow.

"Don't give me that," Chloe said, squirming in tightly beside him. "You liked it."

Lionel scoffed. "I generally do appreciate a fine round," he said, making no move to dislodge her.

"And you said you want to do it again," Chloe continued, as though the flippant answer hadn't even been spoken.

Lionel just sighed. "Yes, the thought had crossed my mind, though--"

"Great," she said with an impish grin. "So, how long do we have to wait?"

Lionel turned a glare on the young woman grinning up at him, but he was utterly scandalized when Chloe reached up and closed his jaw. "You, young lady, take far too many liberties with our arrangement!"

Chloe propped her head up on the pillow beside Lionel. "You know? You don't take enough. You're... scary, Lionel, but in a very, very good way. You make me feel... needed. And I like that. You've been hinting around about this forever. Since you never made a move to follow through, I decided it was time I did."

"You decided?" Lionel's shocked face finally, finally turned into a shark-like smile. "Chloe, my dear, I believe you have a lot left to learn about the way certain arrangements work."

"But... you'll teach me, right?" Her fingers walked up Lionel's chest until he stopped them, linking their fingers together and laying them flat on his stomach.

"Of course I will." The calculating smile sharpened. "I'll teach you everything you need to know."

The End

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