40

After a fun night at the carnival everyone headed back to the compound and Athena helped carry in all of Carol's stuffed animals and put them into her room. "Oh I don't know where I'm gonna put everything." Carol grumbled. "You have a free shelf right here, put the smaller ones there and line the bigger ones along the wall." Athena explained. "I'll do that later...right now theres something else I want to do." Carol said as she ran her hand up Athena's chest. "Oh? And whats that?" Athena asked smirking. "You..." Carol whispered as she wrapped her arms around Athena's neck. "Oh really now?" Athena asked teasingly. "Yes." Carol whispered.  "I think that can be arranged." Athena said as she leaned into Carol capturing her lips in a kiss.

Slowly and tentatively clothing began disappearing off their bodies as they walked back to Carol's bed falling back on it never breaking the kiss. Athena's hands skimmed over Carol's body as her mouth left open mouthed kisses along her neck. Carol whimpered and moaned as Athena's lips worked their way down her body excruciatingly slow. "You're killing me..." Carol whined. "Patience darling..." Athena whispered as she kissed down one leg and then the other. Carol trembled with desire as she felt Athena spread her thighs apart and look up at her as if she was silently asking permission. Carol nodded quickly and it was all Athena needed to see before she dove her face between Carol's thighs.

Moans and whimpers escaped Carol's mouth as Athena devoured her dripping center. "FUCK!" Carol yelled out in pleasure as Athena's tongue pressed against her clit while her fingers curled in a 'come here' motion before going around a circle again. "FUCK...Athena...I need you..." Carol whimpered. Athena paused her motions and stood up and walked to where her shorts were and pulled out a condom and quickly ripped the package open and slipped it on.