Teaching Emily (Closed for marauder13)

[lonelycollegegirl]

Emily nearly fell off the bed as Andy awoke, shocked to find himself exposed to her like this. Her face turned nearly as red as his as he took a moment to let his shock die down. Emily's mouth was still wide open in surprise at A) being caught fondling her best friend by her best friend and B) at how big Andy's penis was. Though she had nothing to really compare it to, she was sure that couldn't be the normal size for someone.

"And what do you think you're doing, Miss Emily? I don't recall giving you permission to have a look at that. That is part of a later lesson. Now, let go of my pants please."

With disappointment, Emily reluctantly let go of Andy's pants, not happy that he was covering up. She felt herself start to panic, but like she had done last night she took a deep breath and calmed herself. Was Andy mad that she had touched him? She opened her mouth twice to apologize, but both times nothing came out. Before she could try again, Andy spoke.

"Now, Em, the rules are still under effect, if you recall. Since you have been naughty, it's time you get your naughty bum smacked. This time, it should be a bare bum. So, out onto the bed, bare it and stick it up for the smacking you deserve for doing something without asking."

Emily replayed his words in her head .. was he really saying what she thought he was? Naughty bum smacked? Bare? Stick it up? What exactly did he want her to do? Was he really that upset that she'd touched him? This is exactly what she didn't want. Now he would think ..... Her thoughts were cut off by Andy's words once again.

"What were you planning on doing Em? Playing with it? Sucking it perhaps? Either would have been OK if you asked first."

Emily smiled to herself. He wasn't upset she touched him, he just wanted her to ask. She's just wanted to touch it. It was only fair; he spent the whole night touching her. But sucking it? Emily hadn't even imagined something like that, but the thought of having Andy's penis in her mouth sent a tingle through her body. What would it taste like? Would it even fit in her mouth? Emily was now full of even more questions.

But there was a more important matter at hand. Andy was waiting for her to stick her ass in the air for him to spank. Emily didn't want to admit it, but she kind of liked the idea. She liked the feeling of Andy's hand making hard contact with her ass the night before, and the thought of his bare hand against her bare ass made her more excited. She felt her pulse starting to quicken as she fumbled with the top of her jeans. Emily felt like she should not be excited by this idea, so she tried to repress it. She failed miserably.

She was so distracted by the thought of Andy spanking her that she hadn't even had the time to pre panic about exposing herself to Andy. Before the thought crossed her mind she'd already dropped her pants and she was standing on the side of the bed in her new purple thong she'd just recently bought. She suddenly felt very vulnerable again and she quickly climbed onto the bed. She thought about Andy's instructions stick it out. She nervously bit her lip as she looked at Andy watching her, making sure she followed his every word. She got up on her knees and pressed her head into the bed, turning it to the side to watch Andy. She lifted her ass of of her heels, sticking in the air just like Andy had ordered. She watched his face, and was pleased with the effect she seemed to be having on him.

"Like this Andy?" she asked with an innocence that only she could possess. "I just wanted to touch it you know. You got to touch me last night, and well it's not like I wouldn't be doing any touching. I can't be that greedy right?" She tried to justify herself. Not wanting to give him a reason to smack her even harder, she quickly added, "But I'm sorry I didn't ask first Andy. I understand why you have to do this. I'll ask next time."

She smiled to herself as she sat there, face down, ass up bracing herself for the spanking she was about to receive. Never in a million years would Emily have imagined herself in this position, especially with Andy. But right now, there was nowhere else she'd rather be.

 

[marauder13]

Andy was still coming to terms with what had happened. He woke up to find Em had pulled down his pants, and was staring at his rather stiff prick. He wasn't sure if he should be shocked, or flattered. It was definitely a very unlike Em thing to her to do, but then so was her going topless and getting her tits caressed by him too. Not to mention sleeping beside him afterwards.

But again, she didn't freak when he told her about her punishment when she broke the rules. He didn't freak either when he carried through with his threat either.

But his heart was trying to get up into his throat when he saw Em working on the top of her jeans, smiling softly as she did. Andy sat completely still, not sure what to do as Em continued to remove her jeans to reveal the much suspected matching purple thong.

'THONG! Em's wearing a thong?!?'

He looked on, stunned, as Em scrambled up onto the bed. He could see her nerves as she got onto her knees, and put her head down on the bed, with her rather spectacular ass high up in the air. He saw she was watching him. He started to snap himself out of the mental haze, and get back into being the more experienced one of the two, if only outwardly at that time.

"Like this Andy?"

He almost turned to make sure that it was still Em on his bed talking to him. It sounded so much like Charlotte that it scared him. It was pure tease put into words, and it made his already hard cock hurt as it seemed to stiffen more.

"I just wanted to touch it you know. You got to touch me last night, and well it's not like I wouldn't be doing any touching. I can't be that greedy right? But I'm sorry I didn't ask first Andy. I understand why you have to do this. I'll ask next time."

He stopped himself behind her, looking at the thin line of fabric that disappeared between the two well rounded globes of flesh that he wanted to reach out and caress, to hell with lessons, friendships and anything else. When a man is presented with such a glorious ass, all he wants to do is admire it, hold it, kiss it and bite it. 'Don't forget give it a right thorough fucking too.' Andy shivered as that thought flashed through his mind.

His hands were over half way there when he realized what he was doing, then made a slight course correction. His fingers hooked around the top of the thong, and started to pull it down around her rear, continuing along her thighs until they reached her knees.

"Yes, while you are wearing a thong, you wicked little miss, since you were still wearing underwear, you bottom was not fully bare, so this needs to be moved out of the way, and an extra penalty will be added for another failure to follow clear instructions."

Andy shuffled himself into position, and waited while Em shifted her head to keep watching. While he kept a stern outer appearance, Andy was a sea of turmoil within. He caught a sight of Em's pussy as he moved, which excited him more than he thought it would. He was scared about spanking EM, but then he wasn't because she was not complaining. In fact she was going along with it quite well. He was a bit eager in looking forward to spanking her, as well as nervous about whether he was going to be too hard or too soft with the strength of his strikes.

"Five for exposing me without permission, which was a future lesson, Em, and a further two for not doing as you were told properly."

He didn't wait, and delivered the first swat without any further delay or warning. It was a hard strike, enough to sting, but he wasn't using all of his strength. He gave her a moment to acknowledge the blow, and let the feelings pass before the next one struck. Each was roughly the same strength, delivered to a slightly different part of her rear, with enough of a gap for the sting to pass, and give her a little time to ready herself for the next one.

Andy felt strangely excited as he spanked Em. He had done that with Charlotte, but it made him feel uncomfortable. But with Em, he was feeling excited by it. He felt like he could easily show Em a few more lessons right there and then that were far more intimate, and he had no concerns about that at all. It had felt somewhat natural, which got Andy thinking hard.

That got him remembering something that Charlotte had told him to do after events like that. He needed to make sure that Em was OK. He moved so he was lying down beside her.

"Em, lie down, facing me." He put his arm out, so Em could rest her head on it when she laid down next to him. He pulled her close to him, dragging the covers up over them both. It would just be his luck for his parents to open the door and get presented with Em's bare ass.

"How are you after that? You OK? Not too sore?" Andy was genuinely concerned about how she was feeling. While he was peering into her eyes, his lips were perilously close to hers, so a slight movement from either would have them kissing. "I didn't really want to spank you like that... for those reasons... but you left me little choice. While we're in here, you need to follow directions, as you promised." The last three words were slowly, and softly spoken.

 

[lonelycollegegirl]

Each delivered blow stung more than the one before it. Emily couldn’t stop the small whimpers from escaping her lips each time Andy’s hand made contact with her bare ass. Every brain cell the girl had was telling her that she shouldn’t like this; she should be mortified that a man, especially Andy, was hitting her. Her body however had the complete opposite reaction. She felt a tingly feeling in her belly that continued down to places she’d never felt that sensation before. Was she turned on? Is this what it felt like? She wondered as Andy continued spanking her.

She didn’t know why she enjoyed this so much, but she tried hard not to think about it. She couldn’t stop herself from thinking about Michael though. She wondered if he would enjoy spanking her; if he’d even want to spank her. Or would he think that something like this was wrong, disgusting even. That thought made her stomach turn. It wasn’t the thought of Michael thinking this was wrong that made her upset… it was the thought of anyone besides Andy spanking her that made her nauseous. And much too soon, the sensation was over. Andy’s hand wasn’t smacking her anymore, and she turned her head to look for him.

"Em, lie down, facing me."

Emily did what she was told immediately, and snuggled closely to Andy underneath the covers, her ass still stinging. She could only imagine how red it must be. But this … this is what Emily had wanted all along. She’d wanted to have this experience with Andy and just be close to him. She closed her eyes as Andy questioned her, making sure she was OK. She could feel his breath on her, and strangely it was something she enjoyed.

She opened her eyes and gazed intently at him. “Andy I promise I’m fine. I’m not too sore, no. I wouldn’t have let you continue if it hurt. I mean … I … I actually liked it.” Her cheeks grew pink at the admittance of the last sentence. She smiled and let the blush fill her cheeks. She wasn’t embarrassed in front of Andy, how could she be after all they’d shared in less than twelve hours.

"How are you after that? You OK? Not too sore? I didn't really want to spank you like that... for those reasons... but you left me little choice. While we're in here, you need to follow directions, as you promised."

Emily wanted nothing more at that moment than to lunge at Andy and kiss him like mad, as he was doing to her last night. She moved towards him, the slightest motion, before she stopped herself, remembering Andy’s rules. She never broke eye contact with Andy as she inhaled deeply to gain the courage to ask what she needed to ask. Her slight movement now had their lips touching as Em opened her mouth to speak.

In a voice barely above a whisper, she managed to squeak out four words in a hushed, drawn out question. “Can I kiss you?”

 

[marauder13]

As he spoke to Em, she closed her eyes. His first thought she was fighting back pain, or not wanting to look at him for what he had done. But the look on her face was more blissful, calm, comfortable. He felt that she wanted to be there nestled up to him. He smelled her hair, and it was an amazing smell, one he wanted to experience many more times.

She shifted her head slightly, looking at him intently. Andy found himself holding his breath, his heart slowing but beating harder.

“Andy I promise I’m fine. I’m not too sore, no. I wouldn’t have let you continue if it hurt. I mean … I … I actually liked it.”

His eyes widened as Em's cheeks went a light shade of red along with her smile. Never in his life would he have thought that he would have done that to Em, and had Em come back saying she liked it. The previous night and the morning had been real eye openers for Andy, and the more he saw, the more conflicted he was getting. Everything he had done with her, he enjoyed. He got aroused by. He loved seeing what Em looked like under her clothing, seeing how she had developed into a woman. He wanted to do all the tings he had done with all his previous girls, not to add another 'conquest' to his list, but to show Em how special she was. Plus, he knew how to do all those things right, and how to change his technique to better suit the individual woman's likes.

'But Em's doing this so she can be good for Michael, her boyfriend, not for you. Hell, you may have the hots for her, but she's got the hots for Michael. Remember that.'

"You... you liked it? That's... uh... interesting."

Andy almost flinched as Em closed the gap between their faces with what was almost a lunge. She stopped so close that he felt her take in a breath. The rush of the air over his lips felt strange, but sent shivers over his body and a range of naughty thoughts through his head.

Em's voice was a soft temptress' beckoning, a literal siren's call that shattered his reality and every defence he had rallied in the past few minutes.

“Can I kiss you?”

It amazed him that he was able to put his response into words, but he knew he had to. His voice was fractionally louder than hers and just as unsteady.

"No."

His eyes flickered between hers for a few seconds. Andy's breathing was rapid, deep and his heart was racing. He lunged, rolling Em onto her back, his lips claiming hers as he pinned her to the bed. One leg slipped between hers, the thigh coming to rest against the junction at the top. His erection pressed hard against her hip as he kept his chest off hers enough to stop her from being crushed beneath him.

His tongue sought out hers, enticing it to dance with his as he moaned at the delights of feeling her so close and the way she tasted as he kissed her. Andy varied the way his kissed her; sometimes rough and passionate, other times slow and tender. After what felt like a blissful eternity, he broke off from kissing Em, staring deeply into her eyes while he tried hard to get his breathing under control.

 

[lonelycollegegirl]

"No."

It felt like a ten ton weight was pressing on Emily's heart. She felt her breathing immediately quicken and she could tell a panic attack was coming on, and there's nothing she could do to stop it this time. But before she could even think about making an escape, Andy's lips were against hers and all was right in her world again.

Kissing Andy was the greatest thing Emily had ever experienced. She wanted to kiss him all the time. At this point she didn't care about Michael. She wanted to say to hell with him and tell Andy that she wanted to be with him... But that would be ridiculous.

Andy's only doing this to help you, that's all. He has tons of girls at his beckon call. Why would he choose me over them? ... What am I thinking? I'm supposed to be doing this for Michael

Every brain cell in her head was telling her to stop this now before she got herself too deep in the hole, but her body wouldn't allow it. She wanted to continue these lessons with Andy; she'd deal with the consequences later. She'd been hurt before, she was used to it. She'd get through it, and Andy would never have to know. She'll act like everything's fine with Michael, and nothing will have to change... if only it were that easy.

Emily's thoughts were dragged back to the present as she felt that same poking against her hip. Her brow creased as Andy kissed her, and couldn't help the pout from forming when he stopped and laid next to her. She took a moment to catch her breath herself, before propping up her elbow and placing her head in her hand and looking Andy over. Her eyes immediately went to the erection he had, and she couldn't help but long to touch it.

Remember the rules Em, no touching without asking or else ..

She actually didn't mind the thought of Andy spanking her again, but her bottom was a little sore, so she thought it better not too. She wanted to touch it though; to learn how it would feel, how Andy would react to her touch. Would she have the same effect on him as he did her? Surely not.. Andy's had plenty of girls touch his penis. Emily would be no different. Still, she had to know.

"Andy," she said as softly and innocently as she could, her eyes admiring his handsome features of his face. "Can we please have another lesson? It can be quick. I just really want to touch that," she gestured to his erection, not wanting to say the word out loud and praying he wouldn't make her, at least not right away. She didn't care what time it was, hell she didn't even know what day it was. She could stay in bed with Andy all day.

 

[marauder13]

Andy was feeling a little scared and out of control. One moment he was lying on top of a very under dressed Em, the next moment he was lying beside her and she was propped up staring at his erection through his pants. He was embarrassed and flattered in equal measure. She was so interested in it, and he wanted to let her do what she wanted with it, along with quite a few things that he suspected she didn't want to do or maybe hadn't thought of by then.

He was aware that she was naked from the waist down, and he was wanting to explore that delightful part of her that all women closely guarded, yet longed for someone to find and enjoy. What little of it he saw was puffy, and probably at least damp too. His fingers twitched to brush it and find out. He even wondered how she tasted there. he wasn't a fan of giving oral sex before he met Gail, but after she convinced him by giving him the best oral sex he ever had at that time, and refused to give any more until he returned the favour, he learned how good it was to give.

Em was making him feel special by the way she was looking at him. He had other women look at him in similar ways, but they never packed the same punch as Em's look was.

"Andy, can we please have another lesson? It can be quick. I just really want to touch that."

He didn't even have to look at her gesture to know what she was pointing at. A part of him was warning him that it was not the smartest idea, considering how Em was dressed. But Em was his best friend, and he trusted her like no one else. She trusted him, and she showed that trust so many times so far it wasn't funny.

In what felt like a blink of an eye, the pants were gone, and hit the floor. He laid beside her, just like she was; naked from the waist down. There was nothing to block her view of his erection, and nothing to stop her hand from reaching out and feeling it as she was so desperate to do.

 

[lonelycollegegirl]

It happened before Emily even knew what was going on. Before she could muster the courage to ask again after the silence, Andy had already answered her question my removing his pants. Now there he sat, exposed to her. She wondered if he felt as vulnerable as she did when she was showing him her most private parts. She decided no, because many women had seen Andy naked. This was nothing new for him.

But for Emily, it was something she'd never seen. There she was, laying half naked next to a half naked Andy and staring at his erection. Now that is was happening, thoughts overwhelmed her. What the hell was she thinking asking Andy to touch his penis? She had no idea what she was doing! She felt the anxiety coming on and her eyes widened trying to conjure a way out of this. She could think of nothing, and she stole a glance at Andy. He was watching her intently, no doubt wondering as much as she was what her next move was going to be.

Just go for it. It's Andy.. he's helping me. What's the worst that could happen?

Asking herself that question was a bad idea because her mind filled with ridiculous fears. She took a deep breath, ridding her mind of everything, minus the strong tingling she was feeling in her belly and warmth in places she hadn't felt before. Without thinking she got up on her knees and rested on her heels at Andy's waist. Involuntarily she bit her lip, wondering for a brief moment what Andy's cock would taste like... One thing at a time she told herself.

After another long breath, she reached her hand out to touch him. Using her fingers she applied the lightest of pressure, not wanting to apply too much. She knew these things were sensitive, and she was going to proceed with extreme caution. Emily used her index finger to touch the tip of Andy's cock. With the lightest touch she felt him twitch on the bed, and pulled her hand away. Looking at Andy, she could tell he was fine, so she continued.

Emily took her index finger and ran it down the length of Andy's cock. It was warm against her finer, and smooth. She liked the way it felt. She ran her finger slowly down to the base of his cock and back up, wanting to feel every inch of his cock. When again she felt him twitch, she jerked her hand away and looked at Andy cautiously.

Assuming he was twitching from discomfort, her eyes went downcast and she apologized. "Sorry Andy. I have no idea what I'm doing." She couldn't help but laugh at herself. "Did I hurt you?" She looked up at him with the last sentence, genuinely concerned that she had caused her best friend some discomfort.

 

[marauder13]

Andy was lying on his bed, naked from the waist down with Em, his oldest, closest and dearest friend staring at his cock. He was doing everything he could not to get embarrassed at the way she just stayed there, her eyes locked on it, saying and doing nothing. Every time he unveiled himself like that before his partner, there was some reaction. A comment, gasp, a hand reaching out to explore.

He looked down at himself just to make sure that there was nothing wrong, then looked back at Em. And he saw Em. Em the shy virgin who was so nervous she declared she had experience when she had none.

'Mine is probably the first one she's seen first hand. Remember, Emily, the terminally shy.'

It was then he started to see the tell tale signs that she was nervous, maybe more so than he was. That eased his tensions a little, and the worries started to fade away. But he was still nervous.

His nerves took on a whole new dimension when Em sat herself up. He caught another glimpse of her sex, which wreaked havoc on his body, but foremost in his mind was the image of his parents opening the door to see Em's naked butt greeting them. Andy paused his thoughts for a moment, recalling the look of her naked butt, and just how wonderful a sight it was. But he leaned over a little, and rearranged the bedding so there was a visual barrier that protected her delicate rear.

He leaned back as Em summoned her courage and reached out to touch him. The nerves hit with a renewed force as he tracked the movement of her finger as well as watching her face for when she finally touched him. Just one finger lightly brushed the tip. He felt the shiver run the full length of his body as his body reacted to her touch. If nothing else, it was close to tickling him.

Then the finger began a torturous run from tip to root and back again. The light touch was also heavenly, almost making him exhale on the down stroke and inhale on the up. He didn't look at her finger, just letting the touch work its incredible magic on him. He curled his toes tightly as her finger neared the tip.

"Sorry Andy. I have no idea what I'm doing. Did I hurt you?"

He saw the concern on her face, which was a little bit of a mood killer for him. She was concerned about him, which he really loved about her, just as he was concerned about her. It took him a little while to get his thoughts together to answer her.

"Have you heard yelps of pain? Cries of stop or get away? Oh, Em... you've been doing good. Almost too good at times."

He grabbed the hand she used to touch him, pulling it closer to his rod. He pressed her palm onto it. "Wrap your fingers around it. It's delicate, but not fragile. Being cautious is good. I'll tell you if there are any problems."

'Like about how close you've got me to cumming. I just hope she doesn't scream when it happens.'

 

[lonelycollegegirl]

Andy's cock was warm against Emily's hand; she liked the feeling of it. She was still as nervous as possible, and was terrified that she could somehow hurt him .. though she thought it was doubtful.

"Wrap your fingers around it. It's delicate, but not fragile. Being cautious is good. I'll tell you if there are any problems."

Andy's words reaffirmed that Emily indeed would most likely do anything but hurt him. Emily trusted that he would. Emily nodded and refocused her attention on Andy's cock throbbing in her hand. She did as he said and closed her hands around him. It felt even bigger in her hands, and she could barely close her hand. Like she'd done with her fingers, she began the tortuously slow upward motion with her hand until she reached the head of his cock. She ran her thumb back and forth along the tip. She felt something wet at the head of his cock, causing her to pause for a moment, not knowing that it simply was Andy's pre-cum. Not that she'd have any idea what that meant if he told her. She thought about asking, but her mind was quickly filled with other thoughts.

She once again bit her lip, wondering what Andy's cock would taste like. She longed to bend down and try it, but quickly stopped herself as she remembered what happened not even a half an hour ago when she'd tried to touch his cock without asking. She could only imagine the punishment she'd receive from tasting it. The thought of Andy spanking her again sent a tingling feeling to places she hadn't felt before these last 24 hours with Andy.

As she stroked Andy's cock painlessly slow, she couldn't sit still. She found herself squirming next to him, pressing her legs together, rolling her hips instinctively to cause some contact with her aching sex. She'd never been touched there before, but seeing clearly how good this felt for Andy she couldn't wait for it to be her turn for this part of the lesson.

After she became accompanied to the feeling of Andy's cock in her hand, she began to move a little faster. She felt like her other hand needed to be at work too, so she wrapped it around his cock and worked both of them together. She watched her hands work Andy's cock, and she was getting more and more excited as she went. Forcing her eyes away from his cock she looked up to see Andy's face. He didn't look like he was in pain, so she figured she was doing a good job.

It was then she looked back at Andy's cock and for the first time noticed his balls. She wondered if they would feel the same as his cock; if they'd be soft and smooth. Without hesitation she took one of her hands off of his cock and cupped them in her hand. She heard a sharp intake of breath, and assumed she caught him off guard, but continued to stroke his cock with one hand, and play with his balls in the other. Emily loved this.. loved making Andy feel so good. She owed him so much for agreeing to help her, and she'd do anything she could to make Andy happy.

 

[marauder13]

It was taking every once of self control Andy had to not erupt in Em's hands. Every stroke of her hands was an overwhelming call to release his load. He couldn't believe how well she was arousing him, doing things that other women hardly ever got him close to doing.

He closed his eyes, focusing everything on controlling himself enough not to succumb to her devilish touch. It was the most fantastic feeling he ever had, and he quickly shut down the train of thought about how good her pussy would be if her hands were that good.

When he felt the movement beside him, he took a quick look to see what was happening. He couldn't help but smile at the sight of Em trying to please herself by clamping her legs together. She was getting really aroused too, which he thought was great. At least he wasn't the only one suffering. But he was too caught up in his own feelings to fully grasp the significance of that realization.

He almost jumped out of the bed when Em cupped his balls while she still pumped him with a torturous, slow pace. She never ceased to surprise him with how she would be so shy, yet make a move that spoke of more confidence than she was showing. But she was still making him feel great, and he was starting to fight the thoughts of taking her right there and then.

He forced his eyes to open, the decision being made without any him being aware of the thoughts. The hand closest to Em moved, casually running along the crease where her thighs were pressed together. With a subtle increase of pressure, Andy started to ease his hand between her legs, moving his fingertips ever closer to the one place she hadn't explored, and he was sure Em wanted him to.

As he closed to the pinnacle of where her legs joined her body, he could feel the increased warmth, which excited him greatly. His fingertips found the leading edges of the soft, downy hairs which brought them to a stop. The instinctive caution concerning Em was gone as soon as it had arrived. The fingertips continued until he found her mons. With gentleness and care, he slid his fingertips down into they found the top of her slit.

Even slower, and more carefully, Andy moved his fingers to where her most sensitive spot would be, brushing it through the hood and giving her a 'taste' of what she was giving him.

 

[lonelycollegegirl]

Before she could even process what was happening, Emily had opened her knees and Andy's fingers were in a place that no fingers (not even her own) had ever been before. The initial touch of Andy's hand to her leg was intoxicating. It sent chills through her body, which only increased as Andy's hand traveled up her thigh. She felt like she was back in middle school when they would play "Chicken or Go" game as someone ran their hands up your leg. In middle school of course you weren't naked and playing with someone's cock as they did it.

As his hand traveled, Emily's heart began to beat heavily. She wondered if Andy could hear it pounding. She was extremely nervous and wanted to scream "Chicken, chicken!" so that he would stop. But deep down, where she felt the tingling, she wanted Andy to do anything but stop.

Without hesitation she spread her knees so that Andy's hand could have an easier pathway. She didn't know why she opened them, she just did. Emily didn't really know why anything was happening at this moment. Why were her hands wrapped around Andy's cock? Why was Andy's hand making it's way up her thigh to the most private part of her body? Why? Why? Why? Emily couldn't answer any of those questions, but she didn't care to. She didn't want this to stop ... ever.

She was focusing all of her attention on Andy's cock and his balls. She was trying not to be distracted by his exploring fingers. But once he touched her there in her most sensitive spot, her mind went blank. Her eyes shut tight and her hands fell from his cock and she steadied herself by placing her hands on his thigh. Her hips bucked against his hand automatically and her mouth fell open in a perfect 'O' shape. Is this what I've been missing? Is that what this feels like for Andy? She couldn't understand how Andy sat and endured her touching him for so long when she was ready to unravel at just one touch.

She couldn't open her eyes. She felt vulnerable, exposed, insecure, sexy, all at the same time. She didn't know how to feel. All she knew was that she didn't want this to stop.

 

[marauder13]

Andy's anxiety levels dropped off as Em parted her knees enough to let his hand reach her most private place with greater ease. He wanted to return the favour to her so she would know what it felt like to be touched by someone else rather than herself. Her eyes closed and her mouth opened in the 'O' shape he had seen so many times before. He felt relief sweep through his body as he read her reaction as being one of true excitement and arousal over what he was doing.

Both her hands went to his thigh, giving her support as her hips moved almost instinctively against his touch. He found himself smiling that Em was getting washed away by her body's reaction to what he was doing. His confidence returned and he started to caress her pearl of pleasure with the care and respect that it deserved. He knew Em was new to the feelings flooding her, and he didn't want her to be overwhelmed by what his touch could do to her. Andy found himself getting caught up in what he could see of Em's arousal, getting rather worked up himself as she grew more obviously aroused. He was so focused on what he was doing, he never thought of stopping what he was doing before she reached her climax, but he was thinking about if she was going to be a screamer or not.

He quickly got his free hand around the back of her head, pulling her down into a very rough and enthusiastic kiss, which he maintained as he brought her to her first orgasm by someone else.

 

[lonelycollegegirl]

All at once Emily was overwhelmed with a sensation she'd never felt before. She felt her entire body clenching, holding onto Andy's fingered as they worked magic on her pussy. She had no idea what Andy was doing down there to make her feel so incredible, but she didn't want it to stop. She couldn't open her eyes to look at Andy, she was too focused on what his fingers were doing inside of her. Her nails dug further into his thighs, and just as she felt a deep moan coming on Andy's mouth was on hers.

This kiss was more intense than the other's they'd shared last night. There was something more in it, a need, desire for one another. Emily sure as hell need Andy, but she wondered if he felt the same desire for her. She was too high on her pleasure now to worry about it too much. She let her mind go blank of everything but this moment; Andy's fingers inside of her, his hard cock just inches from her, his lips on hers, her fingers digging into his skin. It was becoming too much for her to handle, she felt herself coming undone in a way she'd never felt before. She felt like her whole body was on fire.

She moaned into Andy's mouth as he brought her to her first orgasm. Emily had no idea what one had felt like, but she was pretty sure that was it. She pulled her mouth away from Andy and collapsed, breathing heavily into his neck. Her chest was heaving hard against his skin, which felt amazing against her sensitive breasts. She tried to think of something to say, but nothing came out. She couldn't even force herself to form a complete sentence. If Andy made her feel this good with his hands she couldn't imagine how good she would feel when he did .. other things.

Her mind quickly went to Andy's cock. What should she do? She knew it wasn't fair that she had an orgasm and he didn't, but she wasn't really sure how to just get back to it. Not to mention she didn't even feel like moving. How in the world could people do this for hours? She was already exhausted after one time. Her first time .. her first orgasm and Andy had given it to her. She smiled to herself, extremely happy because she wouldn't have wanted it to be anyone else.

Finally catching her breath and getting the courage to ask, she spoke quietly against his neck, her lips brushing his skin as she spoke. "Andy ... should I?" she swallowed hard not really sure how to word what she was trying to ask. "Do you want me to..?" Before making a fool of herself, she decided to be quiet and let Andy do the talking. He was the teacher after all ..

 

[marauder13]

It was the most intense feeling he ever not directly had. Everything happening to Em was transmitted down his finger or through her lips onto his. he was riding the wave of her orgasm, and loving every minute of it. Even after Em collapsed on him like the sexiest living blanket in the world, he still marveled that the feelings he got as she peaked. Andy had lost count of the number of times he had brought a girl to climax with just his hand, but he never felt it like that. he enjoyed his partner getting high, because it made them want to come back for more, and be a little more eager. But Em, something different happened there, which pleased him and scared him in equal measure.

He left her draped over him, loosing himself in the contact with his best friend. It felt right, natural, like there was nothing wrong at all with a half naked Em on him in his bedroom. Em was the first girl he had in his room like this. Sure, she had been there before, but they were friends and sex was just a three letter word to them concerning gender. Now, that same three letter word had a whole different meaning.

Andy stared at the ceiling, syncing his breathing with Em. Too many times he felt the desire to to put his cock at her entrance, and drive it deep into her making her a woman in the oldest sense of the word. His mind even then was flooding with images, feelings, smells and sounds of the two of them in the throws of passionate sex. No, more than sex. It was something deeper, more powerful. He closed his eyes and swallowed hard. They were not thoughts he wanted to have, regardless of how desirable they were.

"Andy ... should I? Do you want me to..?"

The wash of her warm breath on his neck sent shivers down his spine. Her lips brushed his skin, bringing that fortunate patch to life that passed the rest of his body. The image of her on her back, Andy active between her legs crashed into his mind. They were both naked, Em's breasts rocking magnificently as her body rocked from his thrusts. The sweetest look of joy and agony on Em's face spurned him on.

The growl of frustration ripped from his throat as he rolled the two of them over. He landed between Em's legs, his body pinning hers enough to keep her from moving, but not crushing her in any way. He pressed the length of his cock against her wet slit. He whimpered deeply, taking her in another deep, intense kiss, seeking out her tongue with his own. His hips rolled, rubbing his hardened length over her clit, grinding against her to try and relieve some of the pressure building with him.

'She wants you as badly as you want her. Just one small shift and the next upward thrust will take Em's virginity.' He increased the pressure while slowing the thrusts to a deliberate, controlled rhythm. 'You've been wanting this for years, admit it, Andy. You knew how hot she was, and you wanted nothing more than to be the one she would never forget.'

His hips shifted just enough. His cock dropped, the tip rubbing the soft, fleshy lips that had never felt the passage of a cock. He ripped his lips away from Em, staring at her face, his expression delivering the one question he could never bring himself to ask Emily. His entire body was tensed, poised ready to move when she responded.

'She wants to know how it feels so she can do it right with Michael.'

"No. No. NO!" He threw himself off Em, rolling away from her and almost falling off the bed. "Sorry, Em. I'm sorry, I... shouldn't have done that to you. I think we need to go and get some breakfast. Yeah, breakfast would be a great idea."

He sat up on the side of the bed, his fingers almost tearing holes in the mattress. He stared at the door, berating himself internally. What he wasn't sure about was whether he was doing that because of what he had done, or hadn't done.

 

[lonelycollegegirl]

Emily had never wanted anything more in her life than at this moment, pinned beneath Andy, knowing that with the slightest move she'd no longer be a virgin. She'd heard people talk about sex before, but she would have never imagined desiring something so much.

Feeling the head of his cock was enough to make her melt and she wanted nothing more than for Andy to make her into a woman. She wanted his cock to be the first one ever inside of her. He'd already brought her to her first orgasm with his fingers, and she could only imagine what he could do with his cock that she'd just moments ago been stroking.

It felt like ages that Andy lay above her before he kissed her, and again her mind lost all focus as she was swept away by Andy's lips. She felt like she could kiss him for days and never get tired of it. This moment here with Andy .. this was pure bliss and Emily didn't want it to end.

"No. No. NO!" He threw himself off Em, rolling away from her and almost falling off the bed. "Sorry, Em. I'm sorry, I... shouldn't have done that to you. I think we need to go and get some breakfast. Yeah, breakfast would be a great idea."

And just like that, it felt like her world was crashing down. She was free of the weight of Andy and she felt empty. She reached for the blanket and quickly covered herself, turning her back to Andy and trying to calm her racing heart. Breakfast? How in the world could he be thinking about breakfast?! That was the farthest thing from her mind. She was so confused, why had he stopped? Had she done something wrong? Granted, Andy probably was the only one thinking in this situation, and this was all happening very fast but she was angry that he was. She wanted him to want her so uncontrollably like she wanted him in that moment. She didn't want him to be able to think about anything other than being with her .. because all she wanted to do was be with him.

But she told herself that was being selfish, and unreasonable. Of course Andy wouldn't want her. She'd drop Michael in a heartbeat to be with Andy. In this moment now she realized that she'd felt that way for a long time, it just took something like this to make her acknowledge it. But it didn't matter.. Andy was just doing this to help her with Michael. Nothing else to it. So instead of going into panic mode, Emily quickly wiped her tears and agreed to Andy's proposal.

"Breakfast sounds great Andy. I just need to get dressed. I'll meet you down there." Despite her best efforts she could not hide the hurt and disappointment in her voice.

 

[marauder13]

Andy was tearing himself apart over his decision. Had he made the right decision? He wanted nothing more that to have made love to his longest held friend, but she was seeing someone else and he wouldn't cheat with her. The same question echoed in his head over and over and over until it became nothing more than a jumbled, senseless noise.

'Fuck, what must Em be thinking right now? God I hope she's not upset.'

"Breakfast sounds great Andy. I just need to get dressed. I'll meet you down there."

Andy's head snapped around to look at Em. His eyes were wide. The movement dislodged a tear from each that rolled down his face. His jaw quivered while he pressed his lips together looking at her through his blurry eyesight.

"Em...?" He swallowed, pushing a large lump down his throat as he did so. "Em, it's not that I don't... Cause I want to more than with anyone else. I just... not like this. I don't want it to happen being taught lessons, or for any other..." he looked down at his bed, squeezing his eyelids shut s hard as he could. He looked back up at her again, watching her slowly blur once more.

"I... I..." He leapt off his bed, stalking about naked from the waist down and totally oblivious of his state of dress. His mind was a mess with thoughts, feelings and arguments. It was all new, all wrong.

"I don't want to break you and Michael up, but... When I said I loved you in the past, it was like saying to a sister or cousin. You've always been nice to look at, even pretty... Christ, why did you have to be so fucking sexy, Em?!? Why didn't I see you before you met Michael? Why didn't I realize that I loved you... earlier..." His voice dropped. "I want you to be happy more than anything, Em. You're special to me." He looked over to her. "I want our first time to be for us. Not because of anyone else. Or anything else. Not as some stupid lesson.

"Now? Now I have gone and fucked everything up by not fucking you when you really wanted me to." He laughed and cried simultaneously. "Great huh? I screwed up a friendship by not screwing the friend. And for the icing on the cake? I really fuck up your self confidence as well. Some friend I turned out to be."

Andy sank to the floor, his legs crossed beneath him. He sank further into a ball of misery, ignoring everything else except for the mass of crap he felt about himself.

 

[lonelycollegegirl]

Emily stared blankly at the floor, her mind racing as Andy rambled nonsense. He was just trying to make her feel better. I'm fine. I stopped the tears. Take deep breaths, I can get through this. I brought this on myself. It was stupid of her to think Andy could have such a desire for her as she had for him. He had Charlotte and dozens other girls who knew exactly what they were doing. She was just his friend. His inexperienced, pathetic, needy, virgin friend. This realization only made her realize how much she needed Andy .. as a friend, and much more than that.

Andy's pacing disrupted her from her self defecating thoughts. She cocked her head slightly, to see him pacing the floor naked. Glorious in his form. He wasn't the strongest or most muscular man in the planet. He wasn't perfect. He didn't resemble a Greek God that people would worship when they saw him. But he was Andy and he was perfect for Emily and she loved him.

"Why didn't I realize that I loved you... earlier..." These words brought Emily back to reality. Love me? No ... Emily must've heard him wrong, or be hearing this in the wrong context... She had been zoning in and out of the conversation ....

"I want our first time to be for us. Not because of anyone else. Or anything else. Not as some stupid lesson." Emily's head was spinning. Our first time? For 'us'? Did this mean what Emily was thinking it meant? Did Andy need her the way she needed him?

Why had it taken something like this to make them both realize the feelings they had for one another? For years they've spent time together in ignorant bliss about the hidden desires they had for each other. Neither of them wanting to accept that they did in fact desire one another. Thinking about it now, it all made sense to her. Andy had hidden in buried inside other women, acting out his kinks and discovering himself, while Em had hid behind conservative clothing and a fear of dating. She'd been saving herself, hiding herself away until the perfect guy came along for her. How was she to know that the perfect guy was there all along? It was Andy she'd been waiting for. This version of him; the Andy she knew and loved. They both had been waiting for each other ... and themselves.

She shot up from the bed, joyous at her own self revelation, ready to share it with Andy. She turned and her stomach turned when she saw Andy on the floor. He looked defeated, wounded. Had she done this to him? The answer was no, and Emily knew that. They'd done this to themselves.

With the sheet still wrapped around her, she sunk to the floor in front of her best friend, scooting as close as she could without being on top of him. Though she'd really enjoy that as well.

"Andy .. look at me. You haven't ruined anything. We've ruined the past ten years of ourselves by denying ourselves the truth. Can't you see Andy?" She bent her head to find his eyes, forcing him to look at her.

"It's been us all along. To hell with Michael ... Or Charlotte," she couldn't say that part without a smile on her face. "We were both too afraid to admit it before Andy. But now, how can we deny it when this .. this sexual, chemistry, whatever thing between us is so evident."

Emily had no idea where this new found confidence was coming from. Perhaps from her new found sexual appetite. Could one orgasm really awaken her in such a way? Perhaps Andy's confession is the fuel she needed to be strong and admit what was there between them. Besides, someone had to do it. Andy did his part by confessing first to her. He was always the strong one through all these years while Em was always vulnerable. But now, in this weird exchange of roles .. it was Andy who was vulnerable. He'd just told Emily he loved her. That's the most vulnerable you could get. It was her turn to be strong. For him, for her. For the both of them.

"You hid behind random fucks ... I hid behind myself. We've both been waiting for one another to realize it Andy. I've always known how much I needed you. But now I need you in a different way. I need you in every way Andy, because I love you. I've loved you since the first time you kissed me when we were six years old."

Emily let out a deep sigh as the tension left her body. How could all of this had happened in such a short amount of time? Her monologue she'd just given was a mouthful. She didn't know if it would be too much for Andy to handle and she prayed to God everything she said rang true for him as well. But deep down, she knew it did. She knew it all along.

 

[marauder13]

Andy was unaware of Emily's approach until she was practically on top of him. She had the sheet wrapped around her, which he was pleased about mostly, as the last thing he wanted to do was get aroused by her nakedness. Her presence was powerful enough to make him get hard, even with him being as sad as he was. He hated his cock at that moment.

"Andy .. look at me. You haven't ruined anything. We've ruined the past ten years of ourselves by denying ourselves the truth. Can't you see Andy?"

Her lovely face came into his line of sight, and he felt another wave of sadness wash over him. She was so pretty, such a wonderful woman and he had pretty much blown whatever chance he had of being with her. All the times he told her of his experiences with his girlfriend at the time must have made him look like some sort of sex crazed teenager who thought with his lower head.

"It's been us all along. To hell with Michael ... Or Charlotte. We were both too afraid to admit it before Andy. But now, how can we deny it when this .. this sexual, chemistry, whatever thing between us is so evident."

Andy blinked a few times, trying to resolve the Em in front of him with the Em he knew... and loved. Not that he found anything wrong with the version before him, it was just that she was a totally different person to what he was used to. Never had she spoken to him in such a confident manner, and he found he liked how she did it. But, he knew that this Em wouldn't be around for long, and he pulled himself together enough to be able to enjoy being in her presence before she vanished within the shy, timid friend.

"You hid behind random fucks ... I hid behind myself. We've both been waiting for one another to realize it Andy. I've always known how much I needed you. But now I need you in a different way. I need you in every way Andy, because I love you. I've loved you since the first time you kissed me when we were six years old."

Andy was shocked to the core by her declaration. He opened his mouth to respond, but pulled himself short. His words about not 'hiding' withered to dust within his mind. He took a harder look at his friend, forcing himself to rise above the emotional turbulence and focus on her and what she had said.

"Maybe you're right about the fucks, Em. But I have always needed you too. No one else I talked to ever really listened to me. Any of the fellows I spoke to were only interested in hearing how good a lay the girl was, and what kind of activities we got up to. You would listen to that, but you were genuinely interested in all the aspects, like how I felt.

"Until recently, I loved you like you were a part of my family. I saw you as a part of my family, rather than a really good, special friend. I wasn't even jealous of Michael when you two started going out. I was really happy for you. but when the lessons started, that's when I realized I had different feelings about you deep down."

Andy took a deep breath, the shuddering weakening as he did so. "I knew you were pretty, but I never saw how sexy you were. I have dreamed of us being together, doing all kinds of delightful things together in somewhat rude ways," he blushed slightly. "I can't teach you any more, Em. I can't do that to you. But, if you... love me, I... would like to make love to you. Because, Emily, I do love you."

He looked into her eyes, opening his soul to her through his own eyes, showing her that he was telling her the truth, holding nothing back from either of them. Andy prayed hard that she understood what he was offering to her, and that she would treat him with care.

The thought was not lost on him that for maybe the first time, they had changed their normal roles when dealing with each other.