“No, I’m not.”

“Clementine, tell me what you’re thinking.” I grabbed her hip and pulled her towards me.

“I’m embarrassed.” She shifted and the t-shirt rose even higher. I looked down at her legs and realized that if it rode any higher, I would see her panties.

“Tell me.” I sighed.

“Don’t laugh.”

“I won’t laugh.”

“So you know how you told me about o**l s*x the other night.”

“Uh huh.” My eyes narrowed and I watched her lips as she spoke.

“Nothing.” She shook her head and looked back at the screen.

“Okay.” I let it go and settled back and watched the movie. I moved closer to Clementine and put my arm over her waist. She lay back into my chest and we watched the movie snuggled together. I let my hands move along her stomach softly and she shifted against me so that her ass was resting against the front of my boxer shorts. Her t-shirt had now ridden all the way up and I could see the pink of her panties. My hand ran down to her leg and I traced a trail down her thigh.

“What are you doing?” She whispered in front of me.

“Nothing.” I whispered and stopped moving my fingers.

“You don’t have to stop.” She whispered back and I moved my fingers back to her stomach and held her. I closed my eyes and lay back wondering what I should do. I really wanted to make a move on her, but this was unchartered territory. I didn’t know what to do. My body was aching to touch her, but I didn’t want to risk our friendship. My fingers didn’t listen to the hesitation in my voice and I found them trailing her leg again and running up over the side of her panties. All of a sudden I felt, Clementine stilling next to me.

“Is this okay?” I whispered in her ear and she nodded. That was all I needed to continue. I ran my fingers up underneath her t-shirt and caressed her stomach and upper abdomen, stopping just under her breasts. I could feel and hear her breathing get heavier as I touched her and it was making me feel horny as hell. I then started moving my fingers up a little higher and traced the sides of her na**d breasts. I could feel my breathing growing heavier as well as I ran my fingers down the sides of her breasts. Then I went in for the kill. I moved my fingers over her ni**les slightly, rubbing them gently with my palms before moving my fingertips to them and squeezing them gently. At first, Clementine stilled and then she started moving against me slowly. I could hear her moaning and I stopped.

“Are you okay?” My fingers lay still on her stomach and she nodded.

“Yes.” She whispered and paused. “It feels good.”

“I don’t want to do this, if you don’t want me to.”

“I want you too.” She moved back against me and I felt her hand moving mine back up. “Touch me, Rhett.” She didn’t need to tell me twice, my fingers moved back up to her br**sts and I squeezed them together, loving the feel of her br**sts in my hands. I pinched her ni**les again and grinned at how hard they were. “Oh, Rhett.” She moaned as I played with her br**sts and I moved in closer to her, so she could feel how hard I was. I groaned as I played with her and moved my hand down to her stomach again. “Don’t stop.” She groaned.

“Do you trust me?” I whispered in her ear and moved my fingers down slowly.

“Yes.” She nodded.

“Are you sure?” I moved my fingers down to the top of her panties and I felt her stilling.

“Yes, I’m sure.” She whispered and I felt her squirm against me as I slipped my fingers into her panties and down into her pussy. She was wet to the touch and surprisingly hair free.

“You shave?” I asked her in surprise.

“Uh huh.” She giggled and I groaned as she closed legs on my hands. I groaned and pulled her back against me and ran my fingers along her slit and clit. “Oooh.” She moaned and I felt her legs open up again. “Ooooh, Rhett.” She groaned as I rubbed her cl*tback and forth slowly, enjoying the feel of her wetness on my fingers.

“You’re so wet for me.” I groaned in her ear.

“It feels so good.” She moaned and I increased the pace of my fingers. “Oh my God, Rhett.” She exclaimed as I moved faster. I grinned as I felt her pu**y getting even wetter. I moved down and quickly pulled her panties off. She looked down at me with a sweet smile and flushed.

“Is this okay?” I asked her again, wanting to make sure I didn’t do anything she wasn’t comfortable with.

“It’s more than okay.” She nodded and I moved up and kissed her. Her eyes widened in surprise as my tongue entered her mouth and she sucked on my tongue eagerly. I kissed her hard and passionately, enjoying the feel of her fingers in my hair as I tasted her properly for the first time. Her lips tasted sweet and soft and I knew that I could kiss her for a million years and not get tired of it. I pulled her up slightly and pulled her t-shirt off so that my chest was crushing down on her na**d breasts. I kissed down her neck and then took her nipple in my mouth and sucked on it as I played with the other one. She wiggled on the bed beneath me and I smiled as she cried out when I started nibbling on her nipple with my teeth.

I moved my hand back down to her pu**y and spread her legs, playing with her cl*tfor a few seconds before pushing my index finger inside of her. She froze for a second and I watched as her eyes widened at the feel of me inside of her.

“You’ve never had anything inside of you, have you?” I groaned against her breast as I fingered her. Her pu**y was so wet and her lips were closing in on me as I entered a second finger inside of her and moved in and out.

She shook her head and closed her eyes as she moaned on the bed beneath me.

“Ooh,” She moaned as I moved my fingers back and forth faster.

“Come for me, Clementine.” I kissed back up her body and whispered against her lips. “Relax and come for me.” I groaned as her eyes went wild and her body started shaking. I grinned as I felt her pu**y contract and then release and all her juices poured down on my fingers. “Good girl.” I kissed her softly and she moaned against my lips.

“Wow.” She grinned up into my eyes.

“Wow, indeed.” I smiled down at her and kissed her on the lips hard. “I’m going to make you come again.”

“Again?” Her eyes widened in surprise and I grinned at her.

“This time with my tongue.”

“Tongue?” She grinned at me and blushed.

“What is it, Clemmie?”

“I was going to ask you earlier.” She paused. “You know.”

“No, what?” I smiled down at her, knowing what she was going to say.

“I was going to ask you to show me what it was like.” She grinned up at me and I laughed.

“Well, I’m about to show you.” I kissed her quickly on the lips again and then kissed down her body. I reached my fingers in-between her legs and started rubbing gently again, so I could get her wet. I smiled as she got wet again right away. I spread her legs and then kissed down her pu**y and straight to her clit. My tongue licked up her juices eagerly and I groaned as I tasted her. I should have known that her pu**y would taste just as sweet as her lips. My mouth found her cl*tand I sucked on it eagerly. I moved my hands to her h*ps and brought her pu**y down on my face harder. I licked her eagerly, wanting to taste every piece of her. She moved against my face eagerly and I realized that it was even better that my fantasies had been. She came as soon as my tongue slid inside of her, though that didn’t stop me from f**king her with my tongue. I slid in and out of her eagerly and I was rewarded for my efforts by feeling her body quaking and shuddering for a third time. Her juices flowed out quickly I licked up every last drop of her. I was as hard as her by the time I finished eating her out and I knew that I needed to go to the bathroom and finish myself off. I didn’t want to scare her by masturbating in front of her.

“Enjoy it?” I grinned at her as I kissed back up her body. She nodded and I could see her eyes were still dazed from the three orgasms I had given her.

“Oh yes.” She smiled and then she shocked me by pushing me down on the bed. I watched as she rolled her na**d body on top of mine and I reached up and grabbed her breasts.

“What are you doing?” I asked softly as she positioned herself on top of me.

“Nothing.” She grinned and I groaned as she pulled my hard c**k out of my boxers.

“Clementine.” I groaned and shook my head. “No.” I grabbed her waist and she frowned.

“Come on, Rhett.” She gave me a pouty look and I felt her pu**y on top of my cock.

“No, Clemmie.” I groaned as she rubbed back and forth on my cock. “We’re not going to have sex.”

“I just want to feel it.” She moaned and moved her pu**y back and forth even faster. I groaned as I felt her juices on my c**k as she teased me. All I wanted to do was lift her up and slide my c**k inside of her.

“Clemmie, I don’t know how long I can take this.” I groaned as she smiled down at me wickedly.

“Sshh.” She laughed and leaned forward, rubbing her br**sts over my face. I grabbed her waist and moved her back and forth on me faster, wondering if I could come just from rubbing against her pussy. I could feel my c**k was close to erupting and so I allowed her to continue teasing me. It was getting harder and harder to resist the urge to enter her and I was pretty positive she had no clue just how close she was to losing her virginity. Though, I didn’t want it to be like this. Not after she’d waited so long. I wanted it to be more special.

“This feels so good.” She groaned. “I think I’m going to come again.” She moved back and forth on me faster, grinding her pu**y against the tip of my cock. I knew that I was hitting her cl*teach time and I knew that one slip and I’d be inside of her.

“Clementine,” I groaned as she was getting wetter and wetter on the tip of my cock. I could feel her cl*tthrobbing next to me and my fingers grabbed her ass cheeks. I closed my eyes and everything seemed to happen so fast. I could feel that I was close to orgasm, but then she reached orgasm before me and I felt her stop moving against me as she came. I instinctively grabbed her h*ps and moved her back and forth on me and before I knew what was happening, the tip of my c**k was entering her. Her eyes widened as she felt my c**k inside of her and she jerked back. As she jerked back, my c**k fell out of her pu**y and rubbed up the slit of her. She rubbed back and forth on me two more times and I felt myself coming against her. She paused for a second in shock as she felt my hot cum against her and I quickly moved her off of me as I continued spurting onto the sheets. I groaned as I came and my body shuddered for about a minute as I came down for my high.

“Wow.” Clementine finally spoke up as I opened my eyes and looked at her.

“Wow indeed.” I grinned at her and pulled her face down to me and kissed her.

“You came.” She smiled and looked down at my now soft cock.

“So did you.” I winked at her and she blushed.

“You entered me.” She ran her finger down my cheek. “Does that mean I’m not a virgin now?”

“No.” I shook my head and reached over and played with her breasts. “The tip of my c**k barely entered you. You’re still a virgin. My whole c**k would have had to have entered you, for you to have lost your virginity.” I spoke as if I knew that to be truth, though I really had no idea.

“Oh okay.” She ran her fingers over my chest. “Your sperm was warm.” She grinned. “I think you sprayed it on me.”

“Sorry, I didn’t mean to do that.”

“It’s fine.” She laughed. “It’s not like you got me pregnant.” She played with my ni**les and I stilled at her words. “You weren’t coming inside of me, so it’s fine.”

“Don’t.” I groaned as I felt my c**k hardening. All I could think about was her pu**y walls hardening on my bare cock. I closed my eyes and tried to ignore the urge to pick her up and place her on my cock. Even if she wasn’t a virgin, it was a dumb idea. I never f**ked without a condom. And I knew she wasn’t on the pill. It would be a stupid risk. Though every part of me wanted to f**k her and explode inside of her.

“What?” She snuggled next to me.

“Nothing.” I hugged her to me and ran my fingers down her back. “How do you feel?”

“I feel fine.” She grinned. “Awesome even.”

“Good.” I smiled and held her closer to me. “This wasn’t my plan by the way, when I asked you to come over.”

“It’s fine.” She smiled. “I’m glad that we did this.”

“Me too.” I played with her hair and smiled. Though a part of me was already starting to grow worried. Would this change our relationship? I tried to ignore the warning bells in my head as I held her next to me.

“Why didn’t you want to make love to me?” She whispered against my lips and I frowned.

“I didn’t have a condom.” I lied, thinking about the pack I had in my wallet and in my bathroom. The truth of the matter was, I didn’t want to be the one to take her virginity. Not really. It was too big a deal. And I didn’t think I was good enough for her.

“Oh sad.” She groaned and her hand reached down and touched my cock. “Who was the last person you had sex with?”

“I can’t even remember.” I answered honestly. “It’s been a while.”

“Who’s the last person that touched your cock?” She whispered against my lips and I froze. There was no way in hell, I was going to tell her that Penelope had had me in her mouth the night before.