I woke up in the middle of the night to my girlfriend coming home from work and getting in bed. She laid down next to me and started rubbing my shoulders so we could both relax a bit. I closed my eyes as she began moving her hands down a bit towards my abdomen. Suddenly I felt her nails glide over my stomach, causing me to gasp. She didn’t know I was ticklish. I could barely see her smirk in the dark as I felt one of her nails poke my ribs and her digits started dancing all over my stomach. I couldn’t help laughing. She had me down for a good eight or so minutes before it stopped and there was silence for a minute. Then I felt her move down towards my shorts and push her warm, soft hand inside. Then I felt her start doing the same thing she did on my stomach, but this time on my p****. It felt ticklish but so so good. It didn’t take long for me to get hard. She’d go fast and then slow and then stop for a few seconds, and then fast and faster and slow. I never knew. I felt her soft whispers in my ear. “You like that don’t you baby” and “does it feel good?” After a good twenty minutes of her massaging it and stroking with featherlight touches, teasing and tickling, I felt her adjust her position I then felt my shorts get pulled down all the way. I thought she’d just keep rubbing it, but suddenly I started feeling kisses along the shaft. My breath hitched at the first, unexpected kiss. Any man knows that kisses are the worst type of teasing. After a while of just her kissing all over, I felt her start sucking and licking. It felt so good, and I hadn’t masturbated or had s** in about two months, so it was a lot to take. She’d lick up and down and then kiss the head. She whispered “i’m gonna make you feel so good” just before beginning to s*** rapidly on the head while using one hand to tickle my balls and the other to rapidly rub and stroke up and down my entire shaft. I couldn’t take it, and I began moaning a lot. With every moan, it seemed to feel so much better. I felt so weak at her expertise. Just before I orgasmed, she felt my pulsing and stopped all at once. The near o***** seemed to settle down, and then she went back at it. She keot teasing me for almost an hour. The torture was unbearable, yet it was the most amazing torture of my life. After two hours, she finally let me o***** and she swallowed. We fell asleep not long after.