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Billy was almost used to his present circumstances. Being forced to sit and wait, the weight of impending doom hanging over him, trying to think of something to do and knowing that if there was a way out, it was beyond his immature mind. It was living in Springfield in a microcosm.

He’d learned that word in school last week.

He’d tried to assassinate Cobra Commander for the Baroness and Major Bludd, only to be stopped at the last moment. Stopped by the knowledge that the Commander was his father.

Billy couldn’t, wouldn’t let himself think of that. He knew the Commander was too ruthless to let a little thing like family keep him from killing someone who had challenged his position. He wouldn’t give his dad the satisfaction of thinking of him like a father in however many hours he had left before he was inevitably executed.

He did hold out one hope—that the Baroness would save him. Billy knew she was a villainess, as crummy as any of them, and now that he’d failed, she couldn’t have any use for him. But a part of him couldn’t help but think that someone who was so pretty and who’d been so nice to him couldn’t be all bad.

Even when it was just Major Bludd bullying him, the Baroness had stepped in. He had to think that maybe she’d be better even than he, maybe than she, had thought.

It was a wayward daydream… but then it came true. The door to his cell was swinging open. The Baroness, in all her exotic, leather clad beauty, was in his cell with him.

Billy tried to comport himself respectfully, but it was hard to contain himself with all that woman so close, so… womanly. His eyes feasted on the swell of her breasts through her skintight catsuit. The corseted tightness around her middle made her bust seem even more prominent. And with the zipper undone a ways, hinting at the deep cleavage between her abundant tits, he was absolutely unable to ignore the sexuality she so casually offered.

“I bribed the guard,” the Baroness explained. “Benefits of being in Cobra High Command.”

“Then you can get me out!” Billy exclaimed hopefully, actually able to look her in the spectacled eyes at the news of his reprieve.

“I’m sorry, no. That would be too much even for me. But I know what you’ve done for me… and Bludd… keeping our names out of this business, despite interrogation.”

Billy looked away, cheeks heating. It excited him more than ever to have the Baroness praise him. “I’m no snitch. Besides, maybe you guys will try again sometime, and stop Cobra Commander for good!”

“Yes. Perhaps,” the Baroness said vaguely. “For now, though, the only reward—the only comfort I can offer you—is me.”

“You?” Billy asked, not daring to hope at what she meant. He’d had dreams of the Baroness like this, but never in a million years would he spoil what kindness she did show him by admitting to how deeply he desired her.

“You don’t like me?” the Baroness asked, playfully misinterpreting him. “You certainly look at me often enough.”

Billy blushed.

“I don’t mind,” she smiled. “Would you like to see more of me?”

Without waiting for an answer, the Baroness unzipped her catsuit far beyond the teasing hint it provided of her cleavage. Until the heft of her proud breasts themselves forced the two halves of her uniform apart, exposing her dark nipples and the full roundness of her chest. She was magnificent—glorious—far beyond even the stunning beauty of her leathered physique.

“Holy moley,” Billy muttered.

“Come over here,” the Baroness told him.

His face unsure, Billy walked over to stand in front of the Baroness. Now that she’d unveiled them, his eyes were fixed ravenously on her breasts.

The Baroness took his hands and placed them on the plump globes, stroking the clear, tender skin where his fingers gracelessly held her breasts.

“Go on,” she purred in her crisp Slavic accent. “Squeeze them. I don’t mind.”

His eyes big, his lips slack, Billy tentatively tightened his grip on her swollen breasts. At first experimentally, then with more boldness, his fingers clenching and sinking into all the creaminess of her firm flesh.

The Baroness returned the favor, fluttering her fingertips over the bulge his erection made in his pants. She traced the outline of his length all the way to the tented cockhead. It felt hard as a rock inside his jeans.

Billy moaned softly at the feel of her touch. He kept up his massage of the Baroness’s tits while she unbuckled his belt and undid his zipper. Smiling up at him, she shucked his denim down around his ankles, then smiled at how his boxers were pulled out of shape by the forceful thrust of his stiffened lust.

The Baroness moved her hand over the fullness of his engorgement until she was cupping his balls. They too were swollen and large—as eager to be relieved of their pressure as the rest of his corded body.

Billy’s body tensed even more when she squeezed his balls. He watched the Baroness warily, like an animal trapped. Her hand released his scrotum, but only to grip his thick manhood, still held inside his briefs.

With heart pounding and breath coming hard, the Baroness moved her touch languidly along the length of his cock, back and forth. As if she were pumping it, but only very slowly. Her palm pressed against his throbbing glans while her fingers stretched out to touch his shaft and feel how it seethed with power.

“How peculiar,” the Baroness spoke, seemingly just to let him hear that sensual voice. “That men can have so much energy and want nothing more than to release it.”

She squeezed. The fabric of Billy’s briefs was soft, which just brought into stronger contrast how hard he was underneath. It was like a stone wrapped in cloth. The Baroness squeezed him, but the stone refused to give. Her sex quivered.

The Baroness considered how evenly matched they were. Her leathers were hard and armored, but underneath, she knew how soft she was. She felt all but liquid in the presence of such stiffness.

Billy groaned as she finally divested him of his briefs. His rock-hard erection sprang out, big and red and filling her eyes. The drum-tight heat of his knob grazed the Baroness’s palm. The shaft was blue-veined and thick like a fisted hand. Baroness imagined it going inside her. First, that hot-skinned cockhead, then all that length.

She closed her fingers around his shaft and pumped his foreskin up and down. The glanshole opened wide to let out a drop of precum. Billy was still touching her breasts with fingers like firebrands.

He encompassed as much of their full heft as he could, then tightened his grip, skimming his fingertips deeper and deeper into her cleavage, further down the slopes of her tits, until he was pinching her nipples.

The Baroness pulled his foreskin back until his cockhead was completely exposed, then parted her lips and took his dripping glans into her mouth.

“Geez, oh geez!” Billy moaned.

The Baroness didn’t get to give him much of a blowjob. She ran her ringed lips down his length, engulfing more and more of his turgid hard-on, and then suddenly he yelped and spurt after spurt of thick hot seed was flying out of him, filling Baroness’s sucking mouth. And she wasn’t even sucking that hard.

She swallowed to keep from choking. Gulping, sucking, determined to empty him out because she wouldn’t do a bad job on the boy’s first, last oral sex—she finally milked him of his entire load and came off of his prick to smile up at him.

She saw him through the lens of glasses frosted with cum. He’d orgasmed harder than she’d thought. Some of it had even speckled her face.

“I had hoped that would be to your liking,” she said dryly.

“Oh, shoot, I’m so sorry!” he gasped.

“Don’t be,” the Baroness grinned, adjusting her glasses—wondering if his ejaculation had actually managed to force them askew. “That was what was supposed to happen. And we were in a rush regardless. I’m sure a boy your age can’t be made soft so easily. Why not take the rest of your clothes off? Let’s do this properly, so long as we’re doing it.”

He stepped out of his jeans and underwear, kicked off his shoes and peeled off his socks—finally shucked off his shirt. When he was all done, the Baroness tittered at the eagerness in his eyes.

The boy was certainly different from Destro. He had none of the Scotsman’s stoicism. He was hot for her and the Baroness responded to that heat. The way his eyes drank in her snatch, and every inch of velvet skin she exposed as the zipper came down, made the Baroness feel as though she had a work of art she was showing to him. It was a good feeling.

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