Frank stood, leaning slightly back against the wall. He was naked and his cock was half erect in anticipation. Grace knelt before him, her open mouth eagerly waiting a taste. The two dozen lit candles gave the aura of sensuality about room and emitted a scent which Grace found to be an aphrodisiac.

Grace leaned in, rubbing her soft cheek against the side of Frank's cock. She moved slowly and deliberately towards the base of his shaft, letting her skin caress his head and shaft. When she got to the base, her tongue licked skin above and beside his cock, while using her fingertips to keep his cock in contact with her cheek. In a few places, she withdrew her tongue and used her lips to kiss ever so softly around his cock. As she moved her lips and tongue from one spot to another, her cheeks and chin rubbed against the growing cock.

When she had covered above and beside with tender kisses and licks, she moved down a little bit. She lifted his half erect cock gently with one hand and leaned toward his sack to tongue and to kiss his testicles carefully and lovingly. She start on his left testicle, licking from bottom to the top. She sucked it gingerly with her lips, but not enough to bring it into her mouth completely. She continued to massage it with her tongue and lips picking up the pace over the course of the minute, but never applying too much pressure. Occasionally she would rub her hand up and down his cock. Frank moaned softly.

She then moved to the other testicle, showing it the same devotion. After a minute or so, she ducked down, extended her tongue, and licked a line from underneath his sack to the edge of his cock. She gently lowered his penis, letting it rub against her smooth face. She moved her mouth slowly to the left side of his cock, and then she licked a line up the left side from the base to the tip and down the right side to the base. Once there, she moistened her own tongue in her mouth and traced the reverse of the line. Whenever his cock seemed to be in the wrong spot, she would slowly move it with her hand, letting her fingers brush lightly up and down the shaft as she moved it.

She started to kiss and lick higher up Frank's body, until his growing cock rubbed between her breasts and against each of her nipples. She pressed one of her breasts into his cock. She took a small but quick breath as his it rubbed her nipple, and he moaned softly as the head felt her soft and tender flesh press into it.

She moved back down, tonguing and kissing as she went. When she got back to the base, she let her tongue lick the side of his cock toward the tip. Her tongue barely extended from her mouth so that her lips would rub against the loose skin of the shaft. When her mouth got to the glans, she doubled back and let her mouth continue its magic. She returned to the base, worked her way to the other side and repeated her mouth's caressing of his penis. Frank's cock was getting a lot stiffer.

Grace once again tongued and kissed her way from base to tip. When she got to the tip, she folded her lips around it, sucked gently, released the head, and let her tongue play around the edge of the glans. When she moistened her tongue she made sure her lips were kissing the head; she maintained contact between her mouth and his cock throughout all of this. She sucked his head into her mouth a few times over the course of a several minutes. She was in no hurry.

After teasing the head, she went back to caressing the sides – left, right, top, and bottom – of his cock with her lips and tongue, from the tip to the base and back, being slow and deliberate the whole way down ... and back, ... and down ... and back, ... and down ... and back, picking up the pace on each pass. His cock twitched and seemed to rise higher whenever she moistened the head.

After her final trip down and back, she licked the head seductively. Her finger tips caressed up and down the shaft with very light touches – lightly touching but not gripping.