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The man chuckled. Alice felt each low laugh like a caress of her breasts. A jolt of electricity shot to her pussy.

“Yes. Well-” One of his hands reached out to Alice and brushed her hair out of her eyes. “That’s not quite how I remember it.” Another hand rested on her shoulder, and still another stroked her arm. Alice felt her heart quicken.

“Who are you?” Alice felt breathless.

“I’m the caterpillar of these parts. At least,” he looked down at his body, “that’s the only creature I relate to.” His words vibrated even more at the places he touched.

You can’t even have an orgasm. Why would any man bother with you?

Alice stepped closer to allow his full hands to rest on her, to feel more of those dreamy vibrations. “Is that why you have that tattoo?”

“What kind of tattoo? Ink or drum?”

“Drum?”

“Yes. Drum.” Another hand of his stroked the underside of her breast over her dress. “As in, ‘What to do to die today at a minute or two to two? A distinctly difficult thing to say but harder still to do, for they’ll beat a tattoo at a twenty to two with a rat-tat-tat tat-tat-tat tat-tat-tat-too, and the dragon will come when he hears the drum at a minute or two to two today, at a minute or two to two.’ ”

Wow! The underside of her breast sure enjoyed feeling him recite that tongue twister! Alice pretended to ignore his touches. “No, not that tattoo. The butterfly tattoo on your arm.”

“Ah! Well,” Caterpillar snuck another hand down the front of her dress and cupped her breast in his warm palm. Alice trembled. “I’ve never told anyone this but I feel close to you. The truth is,… that is…what I mean to say…” Caterpillar looked off to a distant memory, but his hands stayed on task. If their task was to set her on fire. “I hope to someday be a better creature. One that people can like and respect, and not this ugly thing that I am.”

Alice tried to say, “Go on,” but his touches expelled the strength out of her voice. Her knees weakened. She could smell her musky scent rise from beneath her legs. Could he smell it, too?

“One day I will become a butterfly. A being that everyone will adore. It’s just a matter of when.”

“And…” Alice’s nipple jutted out against the delicious heat of his palm and nimble fingers. She forced the words out, “why would a caterpillar wear pants?”

“To keep the smoke out of my eyes,” he said. Before Alice could ask what he meant, he spoke, “Now, what’s your name?”

He had a hand at the back of her neck, another on her shoulder, others stroking her arm and breast, and another hand planted flat against her other breast. He squeezed her gently there, playing with her nipple. Her pussy wanted attention. Demanded it.

“Duh…Alisshh…ice,” she managed to say.

“It’s a pleasure to meet you, Delicious. Now I must see for myself.”

Alice felt him hoist her in the air, high over his head. She saw an incredibly long tongue emerge from his lips and disappear under her dress. Soon she felt it stroke her panties. It pressed at her, intent on getting inside her. She felt its hot wetness slip past the side of her panties and stroke directly along her pussy. Alice shivered and moaned when he found her clit. He began flicking light licks that opened her. And in he went, straight to her inner core.

He began to bring her closer to his lips, allowing her legs to sit on his shoulders. As she inched down onto his shoulders with his head disappearing under her dress, his tongue went in further, deeper, and found more to discover. He reached places her fingers never found. Whimpers escaped her lips. The sensation was mind-blowing.

Just when Alice thought his tongue brought her as high as she could go with a good tasting, he planted his lips at her center and hummed: “Mmmm!”

She had no idea it could feel so amazing! She moaned her delight. His vibrating voice buzzed her from the inside out. The wetness of his tongue mingled with her juices and dripped down her legs.

His lips kissed her folds, his tongue wiggled all over inside, his deep voice growled into her.

Come on, Alice! She told herself. Reach an orgasm! You can do it! Just focus, focus, focus!

She squeezed her pussy walls and worked at finding a rhythm that matched Caterpillar’s tongue. His rhythm was slurp and lick, slurp and lick. So she squeezed and gripped, squeezed and gripped.

But it wasn’t happening. No orgasm.

Alice relaxed when she realized there was no point in trying to climax. She felt the tongue withdraw from inside her, slipping past her pussy and stroking up against her clit.

He set her down on the ground. Alice wobbled on shaky knees. She leaned on the mushroom for support.

“Indeed, you are.” Caterpillar looked her up and down with appreciation.

Alice caught her breath. “I’m what?”

“Delicious.”

Alice laughed between her panting breaths. She still held on to the mushroom.

“You okay?” he asked kindly.

“Yes. I think so.” Alice put her free hand between her legs and rubbed her clit through her dress. She looked up at him. So many arms. And in his pants? Just what hid in there? And how many? “So what did you mean by keeping the smoke out of your eyes.”

“The queen was upset with me, so she said my cock was forever like a pipe. It’s been smoking ever since. So I wear pants to keep the smoke out of my eyes.”

“That makes no sense,” Alice said.

“See for yourself.” He undid his pants and stuffed his hand inside. He snaked it out in the open air. It looked like any other cock as far as Alice could tell. But then a puff of smoke drifted up out of the eye.

Astonishing! She stood up straight. “It really is like a pipe!”

“Like I said. You can even smoke it.”

Alice laughed. "I can?"

She wouldn’t do that! She couldn’t! She didn’t even know the guy. He wasn’t even human! At least, not entirely. With all those hands… and arms… and biceps… and buff chest… and golden blond hair…

He smiled at her so warmly and openly. Why did the poor thing think himself ugly? Alice supposed she understood. Compared to Carol, she was hideous. And Caterpillar? Compared to any human he was — how would Caterpillar put it — a freak, perhaps? Yes. Alice knew what it was like to be a freak. Not even the longest tongue in the world could make her come.

Why I bet you wouldn’t know what to do with a cock if one were in front of your face.

Alice looked at the limp cock hanging out of his jeans. What was it like to make a man hard? She watched puffs of smoke drift from his tip. The hell with it! How many times will I get the chance to smoke a cock like a pipe?

Alice returned his smile and then rubbed her hands along his thighs. The jeans were rough against her palms. She wrapped a fist around his cock and squeezed. It felt like putty. She pumped it hard.

“Gentle!” Caterpillar said. “Gentle! Gentle!”

“Oh!” Alice let go. “I’m sorry.” She felt like such a dunce. “I thought it feels good like that.”

Caterpillar guided her hand back to his cock. “It does. Later. Start gentle and when it’s hard you can squeeze harder.”

Alice held him in her hand not sure exactly how to start. Perhaps the way to go was to stroke it like she would her cat’s tail. Caterpillar watched without appearing to enjoy it.

“Is this okay?” She asked.

“You can keep it in your hand and squeeze it gently.”

Alice pulsed her clenching fingers around his cock. Caterpillar closed his eyes. She felt him grow in her hands. That seemed to do the trick. What if she rolled her fingers in a squeeze, like playing piano? She tried clenching each finger one at a time, rolling them along his cock. He moaned.

“Is this okay?”

“Yessss.”

How big that thing was getting! So hot and hard! Caterpillar’s jaw dropped open and he tilted back his head, his long, golden hair resting on his shoulders. His lean abdomen glistened in the sun, his sculpted chest rising and dropping with each of his shuddering breaths.