Teaching Emily (Closed for marauder13)

[marauder13]

Andy couldn't believe that he committed himself. But then, he knew Em very well, and she would continue to make those panicked responses and just make things worse, which would scare her off dating all together. Worse, it would make a reputation for her worse than the one she had a high school.

He followed Em's guidance, sitting himself on the sofa beside her, her knee tremors still telling him she was still very unsettled. She grabbed his hands, and the grip was a little harder than normal. Andy took it that she need the support, something tangible, rather than just him sitting close to her. Em looked her gaze on his, and brought her breathing under control.

"When you asked me I thought .. I thought that you were appalled. The way you reacted, you were shocked of course, but I didn't think you'd ever actually consider it. I took it in the worst way possible as usual. I freaked, and I thought I'd ruined us."

Her voice was barely above a whisper. Andy kept quiet, letting Em talk. If he interrupted her, she would probably stop and he'd be hard pressed to get her talking again.

"But yes Andy. Yes, yes, 100% yes to everything. I trust you with all my heart, you know I'd never lie to you, and you know I'm a good listener. As for the last part ... I don't know how far I'd like this to go. Couldn't that be something we decided along the way? See how it feels?

"But you have to promise me something too Andy. I don't want to ruin our friendship over something like this, and if you aren't comfortable with this idea then don't do it. You won't hurt me. I don't want to force you into something. And if we do this, and at any point you're uncomfortable, you'll end it. Please, promise me that?"

Andy couldn't stop himself from smiling at the 'good listener' part. She was a good listener, but she just chose not to act on it, especially when they were younger. The she got to her side of the bargain, which made him smile again, a little differently that time.

"Em, I am sure as hell not going to let you of all people force me into anything I don't want to do. Been there, had that done. Time to turn the tables, so to speak." He chuckled.

"The reason for mentioning how far this tutoring goes, is so that it's not a last minute decision. I don't want you to have a freak out over it, then decide one way and regret it. Remember, that will be something you wont be able to change, so I want you to make it with a clear head and with none of your freaking out."

He worried his top lip for a moment, thinking of a few more things. "Right, mum and dad's room is closer to yours than mine. Actually, they put mine further away because I kept making too much noise when I was younger. So, any teaching will occur in my room only. You enter there, you'll be doing what I say, and the focus will be on teaching you how to handle the dating stuff you need to know. That way, we can hang out elsewhere without confusion about is it a lesson or not.

"A couple of other things for you to think about. What do you want your first lesson to be, and when do you want it to happen?"

 

[lonelycollegegirl]

Em saw the faint smile cross his face, and she knew everything was okay. She hadn't ruined their friendship; she still had Andy, and she sure as hell still needed him.

"Em, I am sure as hell not going to let you of all people force me into anything I don't want to do. Been there, had that done. Time to turn the tables, so to speak."

She couldn't help but smile with him. "I didn't mean it like that Andrew! I mean ... Like, I don't want you to keep doing things just because you feel like you have to, because you don't. I know you know that, but I just want you to know that I know it too, and I love you for helping me do this."

"Agreed. Your room, your rules. I do what you say and that's that. No lessons anywhere but there. Sounds good to me," she gave him a warm smile. "As for the other stuff, I promise I won't make a quick decision, but I can't make it now. Can you give me some time? And if it's something we BOTH want to do, then we can okay?"

Emily couldn't believe what was happening. Was Andy really going to help her with this? She couldn't even picture herself being ... intimate with her best friend. But then again she'd never pictured herself kissing him but she did. And she enjoyed it .. a lot. She was jumping up and down on the inside, elated that with Andy's help she would be able to impress Michael. Because that's what this whole thing is about ... Right?

"Hmm. First lesson yea, where to start?" She pondered for a moment and felt a little embarrassed to say it out loud. "Well, I guess we could start where Michael and I left off. I mean, I really just have no clue how to go further than just kissing. I don't know how to touch him, how he wants to touch me. Does he initiate it? Do I? I jut don't know." The way Emily felt herself freaking, she realize the sooner started the better so she didn't have time to change her mind.

"Can we start ... now?" she asked in a hopeful voice, her cheeks flushing a bit.

 

[marauder13]

Andy was surprised, a little bit, that Em wanted to go through with the lessons. But she wanted to be sure, and that was the only way she would be sure. She definitely wasn't casual enough just to go with the flow, be herself and let things sort themselves out the way they do. He felt a little weird about doing that stuff with Em, and not really feeling anything for her in that way. But she really felt she needed it, and she knew what she was in for, so he would help her.

"Hmm. First lesson yea, where to start? Well, I guess we could start where Michael and I left off. I mean, I really just have no clue how to go further than just kissing. I don't know how to touch him, how he wants to touch me. Does he initiate it? Do I? I just don't know."

"Calm down, Em. I'm not Michael, OK. You don't need to impress me with your leet sexy skillz. Now, we'll deal with things in the order that I normally would, but it is not something that is a set procedure. You can rearrange, skip, repeat, extend, whatever you think of with what we'll be doing. Focus on what feels good for you, and good for him, and do those. As long as you're not causing anyone pain they don't want."

"Can we start ... now?"

Andy saw the hope in her expression, along with the tinge of embarrassment and nerves. He took a deep breath, drawing on what Charlotte of all people told him. 'When we get in there, you're in charge. Command, then do. Everything will be fine.'

"Sure, but remember. Once we get into the room, you will do as you're told. If not, I'll slap that ass of yours. Plus, during this lesson, you will be partially naked. There's no turning back once you enter my bedroom, OK?"

He stood up, waiting for Em to join him, then taking her hand, he led her upstairs. Rather than turning right like she normally would to go to her room near his parents bedroom, they turned left and headed down the hall toward the door at the end. Andy's heart was starting to race from nerves and a touch of excitement. He was going to be teaching Em how to have sex with guys. It hit him like a hammer blow. Em was a woman, and a pretty one at that. Someone he liked, no loved, for years. It was his time to start worrying about what Em would think of him when she saw him... for the first time, as a guy.

He reached for the door handle, giving her one last look before he turned the handle and committed them both to a very new, exciting and scary part of their friendship.

Beyond was a normal bedroom, except he had a double bed that was in his parent's room before they moved up to the king sized bed they slept in. He kept the room tidy; his clean clothes were all hung up, or in draws, his desk was clear of most things, except for his laptop, and the walls were free of posters or other images. He had even vacuumed the carpet a couple of days before, so everything was reasonably soft. There was even a large enough space for them to use in the room to walk around, or do other things in.

The handle of the door sounded extremely loud as it released, and he pushed the door open to let Em walk in and have her first lesson.

 

[lonelycollegegirl]

Slap my ass? Partially naked? Em glanced down at her worn cut off jeans and not so special tshirt, cursing herself for not trying to look a little decent. At least I wore cute panties, she thought, thinking of the new pair of purple lacey boy shorts and matching bra she'd bought just last week. They were nothing special, but for Em they were a step up from her average white cotton bikinis she often wore.

"Yes sir," she said jokingly, standing up to follow Andy to his bedroom. She'd been in there plenty of times before, but of course now it felt really different. She told herself over and over to calm down; she was positive Andy could hear her heart thumping.

He paused for a moment at the door, and Emily's heart stopped. Was he changing his mind? Her panic was short lived when he looked back at her. He wasn't hesitating, he was making sure she still wanted to do this. She gave him a tiny nod, and with a loud squeak the door opened. He gestured for her to go in first.

Taking a deep breath, Emily stepped through the doorway of what was now her 'classroom' so to say. She now knew that there was no turning back, and that because she'd say yes, she must obey anything Andy told her. She scanned his room which was much cleaner than she'd ever seen it before. Guess the parentals had been on his case. Her eyes paused at the bed, and she wondered if that would be where their first lesson would happen. She wasn't sure, but she was extremely eager to find out.

With her heart now racing with excitement, Emily couldn't wait to get started. "So what's first boss?" she asked with a smile as she turned around to face Andy.

 

[marauder13]

Andy watched Em walk into his room. He was shifting his focus, thinking of her as a woman he wanted to get into bed. She certainly had everything he needed for that desire. The way those shorts sat on her ass, coupled with the lean legs, he was already well on the way to a decent boner. He stepped through behind her, closing the door and locking it. The last thing he needed was his parents walking in on them.

"So what's first boss?"

Those words from her finally sealed it for him. She really wanted to learn, and get practice before doing things with her boyfriend. There was no doubts for her right then, so he would have no doubts either. He took a long blink, steadying himself finally for his first lesson.

He took the single step to close on Em, bending down to get a little more level with her. Without any warning, he kissed her. A hand slid up her neck into her hair, the fingers spreading to support her head as he pressed hard against her. He was full of passion and lust for the woman he held, telling her through his lips that she was special to him, so much so he would make her feel like a goddess. His tongue lashed her lips, almost furiously seeking passageway into her mouth.

His other hand scooped under her ass, lifting her with a little strain until he was standing upright. His lips still fully engaged with hers, he carried her to his bed, half lowering, half dropping her onto it on her back. He remained on hands and knees over Em's prone body, feeling the rush of excitement he felt from the kissing. His face was flushed, eyes bright and a broad, lusty smile.

"Now, Em, we are going to give you experience in having your tits felt, through clothing, through a bra only, and then skin on skin. Once each layer is dealt with, it comes off. So, you will end up topless, Em. I'll give you a moment or two to let that sink in before we start the lesson proper."

 

[lonelycollegegirl]

Emily was caught off guard by Andy's sudden kiss. Getting over the surprise, she felt herself relax and basically go limp with Andy's touch. She relaxed her lips, and returned his kiss, allowing his tongue access to her mouth. This was nothing like the first kiss they shared; this was full of .. something. Emily couldn't quite put her finger on it, but it felt different than even when Michael kissed her. It was a good different though, Emily enjoyed it.

She lifted her arms around Andy's neck, and ran her fingers through his hair, something she enjoyed very much. Michael didn't have hair for Emily to grab onto, and she was liking her ability to do so with Andy. She felt his hands on her ass, and as he lifted her from the ground she gasped, surprised at how easily he maneuvered her. Before she could think, she felt something soft against her back, and she knew that Andy had placed her on his bed.

To Emily's dismay and way too early, Andy broke the kiss and looked down at her. He was on his hands and knees, surrounding Emily, and she suddenly felt even more excited. Michael had never been on top of her like this, they'd always done their kissing vertically. Emily liked the feeling of Andy being in control and his position above her further demonstrated that he was in fact in charge. But it was his next statement that caught Em off guard.

"Now, Em, we are going to give you experience in having your tits felt, through clothing, through a bra only, and then skin on skin. Once each layer is dealt with, it comes off. So, you will end up topless, Em. I'll give you a moment or two to let that sink in before we start the lesson proper."

Already? Gees, couldn't they just kiss a little more? That's what Emily wanted, but she remembered what she'd agreed to. "You must do whatever I tell you to do, if not, I'll slap that ass of yours." Emily shuddered beneath him at the thought of being spanked like a child. Surely he didn't really mean that... did he?

Emily took the few moments Andy gave her to calm her breathing and slow down her heartbeat. The excitement from the kiss and nervousness about what was going to happen next worked together to make Emily's blood pump in overdrive. She felt such a rush after kissing Andy like that, and she wanted to stay on this high forever. If she felt like this just from a kiss, she couldn't wait to see how she'd feel after they really got the ball rolling.

Taking another deep breath and swallowing hard, she looked Andy in the eye and gave him another small nod, letting him know that his intentions were clear to her and she was ready to begin.

 

[marauder13]

While Em calmed herself down, Andy was doing the same. The way Em was in the kiss scary, in a great way. How she kissed him back, the way her hands went through his hair and the press of her body against him made him want to say to hell with the lesson and keep kissing her.

'I'm here to teach her, not seduce her.'

He found his self control under pressure as he looked at his student below him. She was happy, excited even if he was reading her expression correct. He hoped that it was the pending lesson that getting her that way, and not that it was him that was going to be doing things with her. Knowing that soon, he would have Em's breasts I his hands was getting him excited.

'Just horny male syndrome, Andy. Real tits in view and hand will get the dick thinking for you rather than the brain. Remember that. Teaching a lesson for a good friend.'

Em took a deep breath, and a loud swallow before she let him know she was ready. He leaned down and gave her a quick reassuring kiss and a smile before he tumbled off onto his left side beside her.

The tips of his fingers grazed her body just below where her bust line was. He traced the area a few times, going from side to side. He kept his eyes on her, smiling warmly. He shuffled closer slightly, bringing his face a little closer to Em's.

"Look at me, Em."

When she did, his fingers traced over to the far side of her body, going onto her flank. On their return path, his fingers grazed the underneath of her breast. He felt the fabric of the bra underneath her top, along with the firm flesh encased within. He moved his fingers around in a circle, close to the base of the swell. He closed the gap between them, kissing Em softly as his fingers continued to dance on the slopes of her breast.

Andy's mind was already racing ahead, trying to imaging what her bra looked like, and how Em's nipples were like. Large or small. Light or dark. Would they stand proud alone, or would there be the wonderful puckered flesh surrounding them? How would her tits feel in his hands? His breathing was getting heavy, and his cock was trying hard to get Em's attention too.

He resumed kissing her as his hand went on autopilot. He cupped the sides of her breast, rubbing the bra fabric into her soft flesh. He gave her a gentle squeeze, getting to know how firm her breast was. His focus was on kissing her, arousing her, trying to have her enjoy the encounter between them. His palm slid upward, flowing over where her nipple would be. He so wanted to feel how it reacted to what was happening, to feel it straining against the fabrics that denied it the skin on skin contact that he hoped it would be longing to feel.

He slowed up his kissing, keeping up the caressing of her breast, while he moved to the closer one. He kept looking at Em, making sure that she wasn't freaking out by what was happening. Andy knew that the kissing was an error. He slowed it down further, while still feeling Em's wonderful bust through her clothing. Brief images of ripping the clothes off her, taking her with his mouth, bringing her to a near high before plunging deep into her scalding depths flashed through his mind. He stopped kissing her gazing at her hard, his lust thinly disguised if that. He pulled his hand away, bringing it to his side.

"So.... Em, how was that for you? Not that scary, huh? I think you handled that well. We'll have a little break before moving onto the next part of the lesson, with you just in your bra. Now would be a good time to ask any questions." Andy swallowed, feeling his racing heart slowing down. He kept looking at Em, the mantra running through his head.

'Lesson, not seduction. Lesson, not seduction.'

 

[lonelycollegegirl]

Andy's hands on her felt better than anything Emily had ever imagined, and this was only the start. Already she yearned to feel his skin against hers, without clothes, eager to find out the different sensations she'd experience. But she pushed those thoughts away, for now, trying to focus on the current sensations she was feeling.

When Andy pressed firmly was when Emily felt it the most. Her bra was rather thick material, and the touch of Andy's hand seemed way too far away. Em closed her eyes and tried to focus on the touch, but was interrupted when Andy told her to look at him. She was hesitant to meet his eyes, because she was afraid of what her expression might tell him. She wasn't ready for Andy to know how excited she was for him to touch her and how happy she was that is was actually Andy touching her and not anyone else. This was just a lesson after all ...

He's doing this to help you Em, not because he's turned on by you ...

His fingertips grazed across her breasts and Emily couldn't help but smile because it tickled it a bit. She like the ways his hands felt on her, and the way it made her feel. He kissed her again, which made Em extremely happy, as she felt his whole hand firm against her breast. That's when she felt something different.

It felt like her bra was being smashed into her; like her breasts were somehow trying to escape. She realized that her breathing had picked up and figured that had something to do with it. But when his hand moved over where her nipple would be, she felt something down ... there, that she'd never experienced before and that she couldn't quite describe.

All too soon the sensations stopped, and Andy removed his hand from her breast and stared down at her. Emily met his gaze, and she saw something in his eye that she'd never seen before, and she couldn't quite read it. Was he in fact turned on my touching her? She couldn't imagine that he wouldn't be .. he was a guy after all. But then, why did he stop kissing her? Was she bad at it? Too sloppy? Too much tongue? Emily's panicky thoughts were racing through her mind, and she thought it best to shut them down immediately.

"So.... Em, how was that for you? Not that scary, huh? I think you handled that well. We'll have a little break before moving onto the next part of the lesson, with you just in your bra. Now would be a good time to ask any questions."

She relived the promise in her head she made to Andy to be honest with him 100% about everything. She noticed when he spoke that he too was breathing a bit harder. She smiled, hoping she was having the same effect on him he was having on her.

Taking a deep breath, she answered, "That was amazing Andy. I've never felt anything like it, and it's just the beginning? I can't wait to explore all these things with you. I can never thank you enough for doing this for me Andy." She smiled and blushed, surprised at herself that all that just came out. "I do have one question though."

She watched him and waited to make sure he was paying attention. Emily cleared her throat, and spoke softly. "Why did you stop kissing me? Am I bad at it?" she asked in a please-say-no-and-tell-me-its-some-strange-sex-reason mixed with an innocence and vulnerability that only Em could possess.

 

[marauder13]

Andy had been with enough women to see the signs. Em was enjoying what was happening. The only thing going through Andy's mind about it was whether it was just what was happening, or if who was doing it was a factor too. It made him feel a little better that Em was getting worked up over it, as well as making it a little more difficult.

'It's great to be helping her, and that she's liking it is good too. But, fuck, I never thought I'd get this horny over Em. She's not like the other gals, she way better than them, so why the boner that wants to be buried in her?'

Andy felt his heart rate drop a little, but the knowledge of Em in her bra only kept it from dropping further. Em was breathing a little faster too, her face was a touch flushed and she was smiling. Seeing her smile made his nerves disappear a bit.

"That was amazing Andy. I've never felt anything like it, and it's just the beginning? I can't wait to explore all these things with you. I can never thank you enough for doing this for me Andy."

He smiled as her blush deepened along with her smile.

"I do have one question though."

He frowned slightly, because of the way she said it. The previous feedback came out of her smoothly, without pause or stammer, which was a first for Em. Now, she was heading back to her usual self, and Andy was readying himself for her question.

"Why did you stop kissing me? Am I bad at it?"

Andy blinked a few times, his expression totally neutral. Then he burst out laughing. All of his tension flowed out in the laugh. He rolled back from her, which made him fall of the bed, though his laughing continued. He pulled himself up, slowing the laugh, and restoring a more serious expression.

"Em," he clear his throat a little, "sorry, but of all the questions I was expecting, that was near the last. Are you bad? Hell no! You're pretty good, which is one of the reasons for my stopping. We are focusing on how it feels to have those tits of yours felt by someone else. It's rather hard to concentrate on those feelings if you're having even an OK liplock with someone.

"Now, as I said, we're here to focus on your breasts. We've done it through a top, now it's time for just through the bra. Take off the top, and lie back down, Em, and you can see and feel what it's like to have just one layer of 'defence' left against groping hands."

 

[lonelycollegegirl]

Emily's heart went into overdrive and she suddenly felt more self conscious than she'd ever felt in her life. Andy was laughing at her! Of all people, and of all the times to do it, now her best friend in the world was laughing at her.

Andy you promised you wouldn't laugh at me! You told me to be honest! How could you do this?

She scolded him in her head but something kept her from saying the words out loud. And then, all of a sudden Andy was gone from the bed with a loud thud. Emily jerked up, and leaned over the bed to make sure he was alright. When her eyes met his she saw that they weren't malicious; Andy wasn't laughing at her. His eyes and laugh were filled with genuine humor. Unable to control it, Emily too began laughing as Andy lay on the floor where he fell off the bed.

"Are you okay?" she said through the giggles. She didn't know why, but this outburst somehow made her feel better about the whole thing. It was little things like this that made her glad Andy was her best friend, and this incident showed why it was a good thing she had him around to help her.

With Andy's reply, her giggling calmed down and her face flushed a bit. A good kisser? Emily's heart leaped from her chest. She'd never thought she'd hear that coming from anyone's mouth, especially Andy. He had tons of experience with kissing girls, and that he said she was good at it made her feel even more confident. But she didn't want him to stop kissing her, she liked it and made her feel even better. She guessed it made sense enough, because she was focusing a lot on the kiss. Andy knew what he was doing, she trusted him, so she didn't question it.

"Now, as I said, we're here to focus on your breasts. We've done it through a top, now it's time for just through the bra. Take off the top, and lie back down, Em, and you can see and feel what it's like to have just one layer of 'defence' left against groping hands."

Emily took a deep breath. She'd never been seen in her bra in front of a boy. The closet thing was a swimsuit, but even then Emily wasn't confident enough to wear a bikini, though she definitely had the body for it. She sat upright on the bed and crossed her legs in front of her, indian style. She closed her eyes and took another slow breath before grabbing the hem of her t shirt and pulling it over her head. In doing so, she exposed her purple bra trimmed with lace that made her breasts look incredible. She'd bought it after she'd started seeing Michael, just in case anything ever happened, and was thanking God that she did. Her chest wasn't extremely large, but at a solid C-cup they were plenty enough for small frame. She tossed her shirt aside and her eyes were downcast, unable to meet Andy's, afraid of what she might see in them.

 

[marauder13]

For Andy, the first moment of truth had arrived. Em closed her eyes, and took a deep breath. Knowing a little more about what Em was hiding under her top, the movement made his stomach clench a little. He'd seen her in one piece bathers before at the pool, but even then he hadn't thought of looking at her. She was Em, not one of the Gals like Susan Preston with her rather well sized rack. But she gripped the bottom of the shirt, and began to lift. Andy was amazed Em was going through with it.

He sat on the floor, looking over the edge of the mattress as Em continued the reveal. He was holding his breath the entire time, like he was watching her defuse a bomb.

"Nice choice, Em." The lacy bra that held her breasts was full, but not straining nor overflowing. She must of had help from the sales person, or spent a long period of time finding the right fit. But he couldn't stop himself from staring at them, trying to picture what hid under the purple fabric. He wanted to see them right there and then, rather than wait.

'Lesson, not seduction, Andy.'

"But, you forgot to do something, Em." He stood up, grabbing her crossed legs in one hand, and using them, flipped her onto her back. Still holding her legs, he lifted her hips up off the bed. "I told you to lie down once the shirt was off, so..." He delivered a slightly harder than playful slap to her rear, before letting her legs go.

He jumped onto the bed, landing lying down beside her, his hand resting on her belly. "Naughty girls get their bottom's smacked. Be grateful I didn't have a wooden ruler. Now, get comfy, Em." He did a slow finger walk up the middle of her torso. "This time, it will be as if he got his hand under your top, or you two have removed it on the way to something more fun. But for the lesson, it's better for you to see clearly." His fingers, having reached the top of her chest, went to her chin, where the forefinger came to rest on her lips. "Which means no kissing this time.

"As before, simply say stop, and we stop. Otherwise we'll keep going until this part of the lesson is complete. OK?"

 

[lonelycollegegirl]

She watched Andy's face as he looked her over, and she was happy to see that he looked please. When he complimented her bra choice she couldn't help but blush. Before the reality of what was happening had time to sink in, Andy was on the bed and Emily was on her back with a tingling on her ass. Had Andy just spanked her?

Emily couldn't stop the whimper from escaping her lips as Andy's hand laid across her ass. She stared at him, mouth gaping, in too much shock to actually react. It hurt, but not a painful hurt .. it kind of .. felt... good? Emily wasn't too sure how she should feel about it. In all fairness, he did warn her, she just didn't think he would really do it.

"Naughty girls get their bottom's smacked. Be grateful I didn't have a wooden ruler.

A wooden ruler? Did he mean what she thought he meant? ... Her thoughts were cut off by Andy's fingers tracing over her bare stomach, and she couldn't prevent the chills that shot down her back. She listened as Andy explained what was going to happen, and what this was going to be teaching her.

She stuck her bottom lip out exaggeratedly at his 'no kissing' comment. She liked kissing Andy, and she wanted to kiss him as often as she could. But she understood that she needed to focus on what was going on, so she nodded in agreement.

"As before, simply say stop, and we stop. Otherwise we'll keep going until this part of the lesson is complete. OK?"

She smiled, repressing a laugh. Like she'd ever want to stop this. She was enjoying it way too much. She nodded once again in agreement, giving her bottom lip a bite of nervousness.

"You got it boss, I'm here to learn. Work your magic." she teased again, her eyes following the motion of his hands.

 

[marauder13]

Andy didn't know how to take the extra bottom lip at his no kissing rule during that part of their lesson. She had asked him if she was bad, because he had stopped. Was she wanting him to kiss her more? In the few moments he had spare to entertain such thoughts, kissing Em was kinda nice, definitely fun in a way that he had fun when kissing other gals, but somehow more fun. But, he was there to teach her what to to expect when a guy was handling her tits.

'And lucky me gets to be the one that gets to break the ice, so to speak.'

But once he finished his instructions, Em was smiling broadly, and he was sure she was stopping her self from laughing. He felt a little hurt by that, but then, he had a laughing fit that had nothing to do with her, but what she said. Maybe she was feeling the same way?

Whatever the feelings were, they vanished quickly when one of the tell tale signs of nerves appeared. Em's bottom lip was gripped between her teeth as she nodded her consent.

"You got it boss, I'm here to learn. Work your magic."

If Em's eyes weren't on his hands, she would have seen his eyebrows shoot straight up and his eyes go a little wide too.

'Work your magic?'

Andy let his fingertips run along the skin at the bottom edge of the bra from the closer side of her body to the far side. Even that slight touch had his heart almost racing. He took a couple of deep breaths while he remembered what he would normally do in a place like this. His hand moved casually to cup the lace clad breast, his fingernails dragging along the fabric, pushing it in slightly as he went. When his hand was laid against it, he began to squeeze in a rhythmic, rippling motion that effected over half of her breast. He felt his thumb brushing over her nipple, as well as the response from that part of her body.

Andy found himself wanting Em to look over at him, to give him an excuse to accidentally lean in and have his lips close on hers. To let her have what she desired and kiss him. Not that he would argue at that time, but he would scold her, softly. Maybe he'd have to spank her again.

He pressed his hand onto her breast as he moved it over to its partner. The warmth coming through the lace, combined with the feel was great. He had felt many different lacy bras, panties and thongs, but this one seemed to be something different, better. He worked the fabric more carefully this time, wanting Em to get more from the feeling of the lace against her skin. He pinched and rolled her nipple through the bra, as well as flicking it with his thumb.

For the remaining few minutes, his hand just roamed above, below and over her breasts, cupping, kneading, pinching, squeezing, fiddling, caressing and generally touching them before sliding up her chest to her throat to grip her chin. As he turned her head, he tried to calm his own breathing for when he looked her in the eye.

“So, Em. How was all of that? Nothing to scary there, huh? From a uh... guy's perspective, uh... that was pretty damned good. I say we have a minute or two to catch our breath, then it's onto the final part of the lesson. We uh we go... skin on skin.”

Andy almost lost himself in Em's eyes. He never noticed how amazing they looked before. The subtle shifts in colour, and the lines radiating out of the pupil.

“Same deal as before, Em. Shed the bra, and lie back down on the bed. Unless you liked the bum paddling, then you can stay sitting up again.”

'Why the fuck did I say that? This is Em, not fucking Charlotte.'

 

[lonelycollegegirl]

In the instant Andy's fingertips touched her, she felt as if her body was on fire; even more so than the last time. With only her bra, his hands felt so close, but they were so far away. She longed to have his skin against hers and to shed the thin material that separating them.

Andy dragged his fingernails across her breast, and Emily felt like she was getting goosebumps all over. She then felt something she'd never felt before, like her breast was trying to escape her bra. With every breath she could feel her nipple strain against her bra as it became more and more sensitive. She looked down and could see it poking through her bra, like it often did when she was cold. She watched his hands until his thumb flicked over her nipple, and it was too much for her. She closed her eyes and tossed her head back letting out a heavy sigh as he continued to caress her.

She'd never felt anything like this, and Michael was the farthest thing from her mind. All she could think about was how wonderful Andy's hands felt on her on how much she wanted to kiss him. But he'd said no kissing, and she'd promised to listen.

She got excited when his hand trailed up her chest and grasped her chin because she thought for a moment he might kiss her. She was let down when he only talked to her, but looking into his eyes was so intense she couldn't look away. Something about the look in his eyes did something to her that she'd never felt before with Andy. She didn't know what it was like to be sexually attracted to someone, but she was beginning to think that's how she was feeling with Andy. Sure her and Michael had kissed, but they'd never got far enough for Emily to be "turned on." That's definitely what Andy was doing right now.

“So, Em. How was all of that? Nothing to scary there, huh? From a uh... guy's perspective, uh... that was pretty damned good."

She couldn't help but blush. "No not scary at all Andy. It was wonderful .. I .. I didn't want you to stop," she squeaked out before clamping down on her bottom lip again.

Bra off .. lay down. I don't want him to hit me again .. do I?

Emily was confused about that, because she sort of liked it .. But she pushed that thought away because there was already too much going on.

Now the real nerves hit. Andy was going to see her .. topless. She took a few deep breaths before sitting up on the bed and reaching behind her. Her hands were shaking, so she had trouble undoing the hooks. She thought her hearrt was going to jump from her chest. Would Andy like what he saw? Would he think they looked weird? She'd never had anything to compare her breasts to, so she didn't know if they looked normal or not. Were her nipples to big? Would he think the way the skin around it puckered around it was gross? Did they stick out too far? She couldn't get the thoughts out of her mind.

Just do it! You've made it this far!

With a last sigh, and her eyes downcast, she unhooked the bra and pulled it off of her arms. Listening this time, she lay back on the bed and put her arms to the side and let her breasts fall naturally. They continued to rise and fall rapidly with her breathing as she sat silently awaiting Andy's approval.

 

[marauder13]

He asked her how she felt about what happened, her response caught him off guard a little.

"No not scary at all Andy. It was wonderful .. I .. I didn't want you to stop."

While Em was getting herself ready for the final part of the lesson, Andy was running over everything that happened. He got the feeling that she was enjoying it. Hell, the moment she threw her head back and sighed, his cock twitched, just as it had when he heard it again in his head. And the feel of her nipples poking against the lace...

He swallowed hard, calming himself down. In a few moments, Em was going to be topless and he was -

Andy's mind went completely blank. He stared empty minded at her back as her shaking hands worked to undo her bra. Andy was desperately trying to gather his thoughts to tell her that they'd stop there rather than risk continuing.

'Oh fuck, I've got no choice now.'

He looked on, silently, as the bra came off, and joined the rest of her removed clothes on the floor. Without pause, she laid down, with her arms at her sides. He noticed her eyes were closed, before his gaze was dragged down to her bare breasts.

He got up onto his elbow, allowing him to get a better view. He had seen many bared breasts in his time, but Em's were the best he had seen. The nipples were deliciously dark and standing proud amidst a field of tight puckered skin that stood out wonderfully against the light coloured, smooth skin that made up the rest of her gorgeously shaped breasts.

"Sweet fucking Jesus, Em... Why the hell didn't I know you were hiding these a long time ago. These are..." His voice dropped as his free hand tentatively reached out to touch the now bare flesh that he had been handling through cloth. "... perfect."

His hand cupped her breast completely, the nipple resting against his palm. The bullet point felt blazing hot against his skin, but he couldn't move it away. He started to rotate his hand, gently massaging her breast while firmly rotating, squeezing and pressing down on her nipple.

"Christ, Em. This feels fantastic. You have the best tits I have ever felt." His massaging got a little firmer, but not painful as his excitement for her continued to grow. He looked up from what he was doing to see how she was reacting, and he couldn't help himself. He leaned down and kissed her. He took her hard, making her part her lips so his tongue could invade her mouth. He rolled himself over her so he was straddling one of her legs, one arm taking his weight while he focused on her nipple; squeezing it, rolling it, flicking it, teasing it with his fingers while he kept her mouth too busy to cry out in shock, joy or any other emotion.

Burning through the mist of lust that fogged up his brain was a large burning ball of reason that finally cleared away enough for him to work out what he was actually doing. He could feel himself pressing his rather erect cock against Em's leg while he pressed her against his bed, kissing her roughly and passionately while just short of mauling her left breast with his right hand. He lifted his hips first, then eased up his hand work on her breast until it was more like a caress of the entire breast, then slowed down their kissing before coming to a stop.

He lifted himself up enough to put some space between their bodies, all the while stopping himself from looking at her breasts.

"I... ahhh... I don't know what came over me just then, Em. I didn't mean for all of that to happen. I meant just to show you what it felt like to have a guy's hand on your naked breast, not to.. um... throw myself at you like that. You trusted me, and I failed you keep that trust." He started to move himself away, to be more beside her rather than over her. He found the position far too tempting to resume what they had been doing. "I knew you were a nice looking woman, Em, but... pheeeew, Michael's a lucky fellow. You know, you have caught your attention."

'Lucky prick.'

"So, I think this would be a good point to stop the lessons for tonight. How does that sound, Em?" Andy was sure that his face was bright red from the feel of it. He had images of ripping of her pants, and the incredibly not Em like purple lacy thong that was bound to be underneath and just fucking her wildly on his bed and to hell with the mess. Em was his best friend, not some casual fuck he picked up from any of the college parties he went to. Even if she was a hell of a lot hotter than he suspected. She deserved better than that.

He sat still, staring off into space, trying hard not to tremble too much as he fought to retain some semblance of self control over himself, and more importantly, retain some self respect.

 

[lonelycollegegirl]

After what seemed like hours, Andy finally reacted to Emily losing her bra.

"Sweet fucking Jesus, Em... Why the hell didn't I know you were hiding these a long time ago. These are..." His voice dropped as his free hand tentatively reached out to touch the now bare flesh that he had been handling through cloth. "... perfect."

Her gaze shot toward Andy, and she watched him stare at her bare breasts. Her mouth dropped in a bit of a shock and her face turned the brightest shade of pink it'd ever been.

Perfect? Did he really think they were perfect?

She sat dumbstruck, unable to form words, though she tried twice. She didn't know what to say to Andy, thank you? She thought that sounded stupid, so instead she laid there while he began the final part of their lesson.

The instant she felt his hand on her bare skin, she felt her entire body melt. She sat there, her entire body on fire, and all she could focus on was Andy's hand on her breasts. She felt her nipple grow extremely hard beneath him and when he applied pressure she opened her mouth to moan but was cut off my Andy's kiss.

Overly excited by his lips on hers, she couldn't stop herself from grabbing a fistful of his hair and pulling him towards her. She felt her body instinctively rise up from the bed to meet his, causing even more pressure against her breast. She moaned into Andy's mouth as their tongues explored one another's mouths and she felt them fall into a good rhythm.

She then felt Andy's weight on top of her, and felt his legs on either side of hers. With every move of his hand on her breasts she arched into him, causing a friction between her thighs that she'd never felt before ... and she liked it, a lot. She then could feel something against her leg where it fell between Andy's. She wasn't sure what it was, so she ignored it and continued to focus on the rhythm of her body pressing against Andy's.

And all too soon it was over and Emily was left laying there topless and breathless, praying that it wasn't really over. She couldn't believe what had just happened; she'd never experienced such a high. Never had something make her feel as good as Andy had in those few short moments. Not wanting to open her eyes and realize they really were finished, she slowly rose up onto her elbows, forgetting that she was topless.

"I... ahhh... I don't know what came over me just then, Em. I didn't mean for all of that to happen. I meant just to show you what it felt like to have a guy's hand on your naked breast, not to.. um... throw myself at you like that. You trusted me, and I failed you keep that trust."

She had to stop herself from laughing as Andy tried to move away from her. She grabbed his arm and kept him close, looking him in the eye. "Andrew ... don't say that. I trusted you to show me what is was like to be with a guy, and you did just that. You didn't do anything wrong. I loved every minute of that .. trust me." She felt her cheeks redden, but she continued. "I don't want you to regret that Andy .. I don't."

Then he mentioned Michael. He'd been the last thing on Em's mind the entire night, and he was supposed to be the person who all of this was for. But she didn't want to think about Michael, because she was enjoying her time thinking about Andy. She felt wrong about that .. because Andy was just her friend, her best friend actually. But she shouldn't be pushing Michael out of her mind like this. Was this considered cheating? She didn't really know, and she was on too much of a high to try and figure it out now.

"And yes, I think that'd be a good place to stop, although I'm pretty sure I could do that with you all night," Emily said with an innocence that only she could possess. She had no idea the effects her words had on people, guys in general, specifically Andy at this very moment. "But I don't wanna go home, can I stay please.. here .. with you?"

Emily didn't know what had possessed her to ask this. She hadn't slept in Andy's bed since they were kids and she'd sneak in during a nightmare. But after everything that just happened she felt the need to be close to him. She didn't want to be alone after making herself so vulnerable. She couldn't meet his gaze, afraid that he wouldn't like the idea of her sleeping with him. Maybe he'd think it was weird now that they weren't kids anymore but after everything she didn't think it would hurt to at least ask.

 

[marauder13]

Andy felt a little better when Em told him that she was OK with what happened. He was really scared that she would have been frightened by what he did, given how nervous she was about the whole dating thing, and wanting to be seen to be experienced. Hell, seeing how she was taking off her top, then her bra, he would have put safe money on the fact that that she would have gone ballistic over it.

Yet, she grabbed his arm, and looked him in the eye.

"Andrew ... don't say that. I trusted you to show me what is was like to be with a guy, and you did just that. You didn't do anything wrong. I loved every minute of that .. trust me. I don't want you to regret that Andy .. I don't."

Even the reddening of her cheeks couldn't stop the slow flowing of tension out of his body. She sure seemed to get into it. He wondered if she did that with Michael when they kissed. Part of him hoped they did, but a louder part hoped they didn't, and she was more enthusiastic with him.

'For fuck's sake, Andy, she your best friend, not someone you're trying to score with.'

Em spoke more about how much she wanted to keep going, and Andy just saw what would have happened if it did. Em would have some serious experience by the dawn, no doubts about it. He shook his head mentally.

"But I don't wanna go home, can I stay please.. here .. with you?"

"Sure Em, you know you can - what?!?" He snapped his head around to look at her as if she had grown a second head. "You mean here?" He pointed at his bed. All the tension that had been nicely flowing out slammed back into him like a tidal wave. He stood up fast, turning to face the still topless Em lying on his bed. His eyes went immediately to her breasts, drawn to the near perfectly shaped orbs that seemed to defy gravity and the laws of physics in the way that sat high on her chest. The dark pointed nipples seemed to call out to his soul to suck and nibble on them and make her whimper in joy as his fingers found that other place of joy and tormented there until she felt her ultimate high for probably the first time.

"Could you please cover those up so I can at least think." He gave a stuttered laugh, still unable to take his eyes of her breasts. Once covered, he started to think through the situation, most of it out loud.

"You want to stay the night, which is never a problem. But you want to stay in my bed with me. Even a week or so ago, I would have said yes, though been a little nervous about it because we're now adults and I have noticed the way you've grown up, but not as much as I have today. After this lesson, it's a lot tougher because my god you are such a hot looking woman, and I'm afraid of doing something through the night that would offend you or upset you and fuck up our friendship. Not to mention that you're dating another fellow who you've got feelings for and has feelings for you. I don't want you to feel that you just another of my casual fuck buddy type girl friends, 'cause you're not. Of course, you're still in here, so you're under the rule of do what I say... oh crap.

"I just said every word out loud, didn't I?" He sank to the floor with his legs crossed. "Sure, Em, you can sleep in here. You stay in the bed, I'll find myself a comfy spot on the floor so you'll be safe through the night."

 

[lonelycollegegirl]

Emily knew by the look on Andy's face that she'd asked too much.

"Could you please cover those up so I can at least think."

Suddenly embarrassed she shuffled quickly to find her tshirt, putting it on quickly as Andy thought aloud to himself. She suddenly felt more vulnerable than she had the entire night, and her cheeks grew the deepest shade of red they'd been since the first night Andy kissed her.

Doing something in the night to fuck up their friendship?? Emily knew that after what'd just happened it would take a hell of a lot to ruin their friendship. She didn't interject though, she continued to let him think aloud while her own mind was racing.

She'd lost focus of what he was saying until he mentioned "the other fellow she had feelings for." Michael. Honestly, he was the farthest thing from her mind. Every time she tried to think of Michael and how it would feel for him to be touching her, she couldn't stop picturing Andy. She didn't think anything would ever feel as amazing as Andy's hands on her. She figured that she was just on a high from the arousal that Andy created within her and she knew that once she calmed down she'd be able to get herself excited about trying these things with Michael.

"I just said every word out loud, didn't I?" He sank to the floor with his legs crossed. "Sure, Em, you can sleep in here. You stay in the bed, I'll find myself a comfy spot on the floor so you'll be safe through the night."

Why had she even asked? She should've just went to the room she normally slept in and that would've been the end of it. But she was compelled to ask. She felt the need to be close to him, the need for his body to be next to hers; to feel his warmth. She didn't know what had come over her, but now after experiencing a man's touch for the first time she didn't want to go sleep alone in a cold bed.

But clearly, to Andy, that was the last thing on his mind. She scolded herself for letting her emotions get the best of her in asking Andy to sleep with her. It was just a lesson, that's all. He was to show her how it felt to be touched by a man, and that's what he did. There was no discussion about sleeping with him, and she was stupid to suggest it.

She felt the tears forming behind her eyes, and she fought hard against them. She was embarrassed, and she felt like a child. Of course, she was still "under his rule" in his bedroom. How could she forget that silly little part of the agreement. She wished he would just tell her to leave so that she could go cry about how ridiculous she felt. How could she have felt so amazing just moments ago and now feel so awful? The whole night had been up and down, granted the up was way higher than the downs were low, but she still felt like she was on a rollercoaster. And she admitted to herself that it was indeed her fault because she couldn't control her damned emotions.

Get it together Em. This is what you wanted, a lesson. Nobody said anything about spending the night together.

Of course if she'd had known she'd feel the need to be so close to someone, she would have put that part in the arrangement. Swallowing hard and turning away from Andy to get off on the other side of the bed, she shook her head.

"No it's fine Andy. You should sleep in your own bed. I'll go down to my room. I shouldn't have asked, that's not part of our lesson. I'm sorry." Her voice was shaky, and she knew that if she didn't escape quickly Andy would notice her uneasiness, and that's the last thing she wanted. She didn't want to ruin the night for him, even though she'd already done so for herself.

 

[marauder13]

Andy's mind was a mess. It was beyond mere confusion. He was seeing Em in a whole new light, and he wasn't sure if that was a good thing or a bad thing. She had a great body, what little of it she had shown him. Absolutely spectacular. It was a body he wanted to explore, properly, carefully, see what it took to get it climaxing. He wanted to fuck her in so many different ways to see what they enjoyed.

But she was dating someone else. Another guy that caught her attention, that got her heart going. That got her to go to him to show her what to do with a guy so felt more confident with him. Andy wanted to help her, because Em was his friend. His best friend. But after this lesson, he wasn't sure if he could do that any more. He sure as hell could do all the things she'd want to know about, quite eagerly now, but it wouldn't be for the right reasons.

Was he falling for her? He loved her, but did he love her? Could he steal her from Michael? Did she feel the same way about him?

He looked up when he heard her moving on the bed. He saw the lace bra in her hand, which made him think of her bare breasts again, which made him go rigid once more. His hormone drowned brain was telling him to enforce the agreement about "doing as instructed" while in his room, and giving her a real education that they both wanted. Andy stifled a groan. He wasn't going to abuse her trust, not like that.

"No it's fine Andy. You should sleep in your own bed. I'll go down to my room. I shouldn't have asked, that's not part of our lesson. I'm sorry."

She was upset, it was clear as day for him. He had no idea what was wrong, but he was not going to end the lesson until he knew what it was.

"Stay there, Em." He staggered to his feet, and walked around to the other side of the bed, sitting down beside her. He shuffled himself around to face her, calming himself down and clearing his head. He worried his bottom lip for a moment or two.

"The lesson is not over yet, Em, so the rules still apply. So, you are going to tell me what has gone wrong, got you upset or done whatever to get rid of the really happy Em that was here moments ago. You will answer me, young lady, or that bottom of yours will get rather uncomfortable. So, talk."

Andy felt that he was close to abusing the the trust and the rules he set up, but he was sure that it was the only way he was going to get her to talk and be honest about it.

 

[lonelycollegegirl]

"Stay there, Em."

At those three words her heart dropped. Andy knew something was wrong; her escape hadn't been quick enough. She heard him rustling about to get to his feet, and just as she was about to turn to see what he was doing she felt his presence right next to her.

"The lesson is not over yet, Em, so the rules still apply. So, you are going to tell me what has gone wrong, got you upset or done whatever to get rid of the really happy Em that was here moments ago. You will answer me, young lady, or that bottom of yours will get rather uncomfortable. So, talk."


Emily felt a shock go through her at the reference to a spanking, despite how freaked she was at the moment. But considering the circumstances Em was holding herself together quite well. She hadn't poured her heart out to Andy immediately telling him every thought that crossed her mind. She was able to control her word vomit, and not make this more uncomfortable than it was. But she had promised Andy she'd be honest with him .. she had to tell him what she was feeling.

She took a deep breath, taking a moment to consider her words before speaking them (which was something she normally didn't do). She couldn't look Andy in the eye, and she nearly chewed a hole in her bottom lip as she fumbled around with her bra. Her mouth opened twice before a sound came out.

"Andy .. it's just... I don't know. You know I've never done anything like this before, and nothing's ever made me feel as amazing as you did tonight. And just .. after feeling something like that, I just wanted to be close to you. I didn't want to be alone." She paused and glanced at him, making sure it was alright to continue.

"I guess I just didn't think before asking," she shrugged, unsure of where she was going with this. "I've never been this close to someone, not even you. That's the most vulnerable I've ever felt .. and after all of that I just wanted to be close to you ..." her voice trailed off, and she wasn't sure what she was going to say next. She decided to leave out the part about her initial thought being that Andy didn't want her, because she knew that wasn't true. That was just her panicky over-reactive self responding before she had the chance to assess the situation. Thank God that her little panic attack didn't make a second appearance for the night.

She was proud of herself for fighting back the tears because she knew they would have only made things worse. She sighed, a heavy sigh, and gnawed her bottom lip again.

"I'm not trying to convince you to change your mind, but it's silly for you to sleep on the floor when you have your own bed... I understand, it's weird. I'm sorry I asked, but I don't want this to ruin the night, because I'd really like to continue. You're a great teacher Andy." With the last sentence she was able to meet his gaze and give him a half-hearted grin.

 

[marauder13]

Andy wasn't surprised when Em didn't answer straight away. He was surprised that she took a couple of attempts to actually speak, and what came out was not the normal stream of words that needed to be replayed slowly to be understood. Even more telling was the way she was playing with her bra. Andy even wondered if she knew she had it in her hands.

"Andy .. it's just... I don't know. You know I've never done anything like this before, and nothing's ever made me feel as amazing as you did tonight. And just .. after feeling something like that, I just wanted to be close to you. I didn't want to be alone."

He caught her glance. He saw the question in it clearly and gave her a quick nod to let her know she was right to keep going.

"I guess I just didn't think before asking. I've never been this close to someone, not even you. That's the most vulnerable I've ever felt .. and after all of that I just wanted to be close to you ..."

Andy hadn't thought about how it might have made Em feel vulnerable after such a lesson. He started to understand her reasons for doing what she did, and started to feel like he was letting her down by the way he reacted to her initial request. Em was obviously pushing herself to tell him, as the way she was chewing her bottom lip was anything to go by.

"I'm not trying to convince you to change your mind, but it's silly for you to sleep on the floor when you have your own bed... I understand, it's weird. I'm sorry I asked, but I don't want this to ruin the night, because I'd really like to continue. You're a great teacher Andy."

Em looked up at him, with a grin that didn't seem to know what it was trying to do.

Andy was deep in thought while he looked back at his best friend. A slight frown started to form, and he took a deep breath, his words stalled once before finally breaking free.

"You'd really like to continue what, Em? The lessons, this lesson or what?" Andy broke eye contact for a moment, gathering his wits.

"Look, you haven't ruined anything with what you've done, or anything you've said. I didn't think about some things, and didn't expect some reactions from you. I don't want you to feel vulnerable or anything else bad after these lessons, Em. These are meant to help build your confidence. So if sharing my bed will help you, then I can do that for you.

"I was scared that I would... I dunno, do something bad through the night that would upset you. You've said that what's happened is the most amazing stuff that has ever happened. You know how thrilled I am to hear that, Em? You know how scared I am to hear that? I don't want to mess things up for you and Michael, because that's why I'm doing this. To help you. Help you be more comfortable with a guy you really like and want to get to know better. A guy who really wants to get to know you better too."

He looked up at the ceiling and took a deep breath. When he looked back at Em, his expression was very serious. "Emily, whenever you stay in here after a lesson, you will still need to obey me as you would if the lesson was going. This will protect us both in case either of us gets uncomfortable with things. If you're not happy with that, then you'll have to go back and sleep in your room. You understand?"

Andy looked at Em, waiting to see which way she would go with her decision given his conditions.

 

[lonelycollegegirl]

Em held her breath as she waited for Andy's response. She couldn't that she had been so honest with him, and she hadn't done it in a freak-out, panic-attack sort of way.


"You'd really like to continue what, Em? The lessons, this lesson or what?"

Emily's brow creased for a moment, confused at why he was asking. He certainly wasn't considering about going further tonight was he? Emily thought she melt into nothing if he touched her again this evening.

"I want to continue the lessons in general Andy. But I don't want anything to come between us .. I don't want something like this to ruin our friendship. I don't think it will, but if you start to feel like it is then we need to stop. I'm not just talking about now .. I'm talking about in the future too."

"I was scared that I would... I dunno, do something bad through the night that would upset you. You've said that what's happened is the most amazing stuff that has ever happened. You know how thrilled I am to hear that, Em? You know how scared I am to hear that? I don't want to mess things up for you and Michael, because that's why I'm doing this. To help you. Help you be more comfortable with a guy you really like and want to get to know better. A guy who really wants to get to know you better too."

Scared? ... Andy was scared? He shouldn't be scared, he's the one who knows what he's doing! Emily tried to put herself in Andy's shoes and see where he was coming from, and she did in some way. But neither one of them would even be able to completely understand how the other was feeling, no matter how close they were.

Michael .. Oh shit. Emily had completely forgotten about him. Was that a sign? Did it mean anything that she hadn't thought about Michael at all this evening? She wasn't sure. She convinced herself that she was just too caught up in the moment. She liked Michael .. A LOT. This was all for him, to impress him. Andy was just her friend ... wasn't he?

But this was good. They were talking, and neither one of them were freaking out. They were actually thinking before the spoke, considering their words so they didn't have another episode like they did earlier.

"Emily, whenever you stay in here after a lesson, you will still need to obey me as you would if the lesson was going. This will protect us both in case either of us gets uncomfortable with things. If you're not happy with that, then you'll have to go back and sleep in your room. You understand?"

Emily studied Andy's face, and she considered his words carefully. She'd already promised to obey him hadn't she? This wouldn't be any different. She trusted Andy completely.

"Yes Andy, I understand. I trust you." She looked him in the eye as she spoke, ensuring he believed every word.

 

[marauder13]

Andy was a little shocked, and quite relieved at the way Em responded to things. There wasn't her normal word vomit, tomato red face, knotting fingers looking at the floors response to things. She actually took her time, spoke reasonably and clearly. It really helped Andy calm down a lot.

He was doing all of this for her, because she asked for his help. She was falling for another guy, and didn't want him in that way. He'd just have to deal with the fallout of what the lessons did to him, somehow. He knew he was so wound up, he could probably drill a hole through his bedroom wall with his cock right there and then.

But he looked over at Em, after he laid down his conditions for them sharing the bed. The way she was looking at him was so unlike Em that he started to get a little self conscious and wanted to hide himself a bit. She was studying his face in a way that was... was almost like she was checking him out seriously.

"Yes Andy, I understand. I trust you."

Her words were calm and serious. Her eye contact was steady. What little doubts he had left evaporated. He trusted Em like no one else on Earth. She knew him better than anyone else, knew things about him that no one else knew. She was the one person he could turn to when he was in need of help.

"All right. Get yourself settled. I'm going to kill the light and jump in with you." He turned off the light, walking back to the nearest side of the bed, sitting down. He could just make out where Em was lying in the darkness. "OK, Em, roll over and face the edge." As she did, he slid into the bed.

Andy slipped his lower arm under her pillow. "Now, shuffle back." He got to the centre of the bed, waiting for Em to meet up with him. He stopped the gasp as her body made contact with his. It felt fantastic spooned against his, and he was aware that Em would be able to clearly feel his erection pressed against her rear. He ignored it, slipping his arm under the covers and draped it over her torso, laying it under her breasts.

Andy lifted his head enough to graze Em's cheek with his lips. "Good night, Em. I hope you sleep well." He dropped his head on the pillow and shut his eyes. Andy expected that sleep would take a long time to arrive with Em pressed so close to him. But having her so close was a great comfort to him, and sleep claimed him quickly.

As they slept, they moved around, Andy keeping close to Em and maintaining some physical contact; foot touching a leg, hip touching hip, hand on an arm. But in the middle of the morning, he rolled over to resume spooning Em, But he brought up his arm, slipping it up under her shirt, bringing his hand to rest on her breast, cupping it fully.

The concentration of the previous night conducting the lesson had drained Andy more than normal, so he slept longer in the morning. He was still completely unaware of Em waking beside him the following morning and of the discovery that she made.

 

[lonelycollegegirl]

Emily did as she was told and crawled into Andy's bed. She smiled to herself both because she was proud of the way she handled things, and because she was happy she got to sleep with Andy. This is exactly what she had wanted. Laying next to Andy with his arms around her she felt safe. She'd always felt safe with him, but it was usually because he was holding her while she cried about her father. But now, they've shared this wonderful night together and they were able to end it together. This made Emily ecstatic.

She felt Andy's body press against hers, and thought she could feel something hard against her bum. She wanted to ask him what that was, but her eyes already felt heavy, and she couldn't bring herself to speak. Emily had no idea the effect she was having on Andy. Any other guy would think her a tease and want nothing to do with her, but Andy understood her. He knew he had to take things slow with her, and that's why Emily had trusted him enough to take this journey with him.

She faintly heard him whisper goodnight before she fell into a heavy sleep. She had wonderful dreams of Andy, and Michael. One minute she was dreaming of Michael kissing and touching her, and the next minute it was Andy touching her. She awoke startled in the morning by this, not knowing what to think of it. She knew she needed to see Michael, but she didn't want to leave Andy.

Emily lay there, with Andy's arms around her and remembering the night she smiled to herself before forcing her eyes open. It took her a moment before she realized she felt something on her chest. She looked down to see Andy's hand underneath her shirt, resting on her breast. She felt her nipples already act instinctively against his touch and they were hard and sensitive instantly. She didn't want to wake him, or make a big deal of the situation because she honestly didn't mind it, even though she probably should have.

Emily let out a yawn, instinctively stretching her body. Her back arched, pushing her breasts farther into Andy's hand (which felt amazing against her breast)and her ass back against his body. Again she felt something back there, and she was curious as to what it was. As slowly as she could she and making as little noise as possible she turned her body to face him. She admired her features as he slept, noticing the strong line of his jaw and his flawless skin. She reached her hand out to touch his face, but stopped herself. You have more important things to do here, she told herself.

Looking at Andy sleep she felt all kinds of emotions. She felt closer to him than ever before, and for the first time she was seeing him in a different light. She saw him as a guy, a very attractive, sexy guy. He wasn't just Andy her best friend anymore. These emotions confused her. She liked Michael, didn't she? Or had she been in love with Andy all these years and was just now realizing it? The thoughts were too much to bear this early in the morning and she returned her focus to discovering what had been poking her all night.

She ran her hands along Andy's chest and down his stomach, feeling his skin against hers. He'd got to do all of the touching last night, and Emily hadn't gotten to do any exploring of her own. She liked the way his skin felt under her fingertips. She moved her hand up over the side of Andy's hips, just along the hem of his pants and back down the front. There it was, that something that'd been poking her all night and this morning. She ran her finger over the bump in his pants, and back down to the other side of his hip until she hit the bed. She watched his face the entire time, making sure he wasn't going to wake despite the small twitches in his brow.

She moved her hand back up the side of his body until she reached the bump again. Instead of going across, this time she went down, feeling the length of Andy's hard cock. Still oblivious to what this could be, she took her eyes of of Andy's face and looked down. Her eyes widened at the thought, and the realization that this was Andy's penis had her thinking herself an idiot. Of course! How could I have been so dumb? What else could it have been. Obviously he was turned on last night, and I guess this .. this is what happens?" Emily knew about erections from classes at school and the internet, but she'd never seen one. She'd never actually seen a penis at all, let alone an erected one. Of course Andy's was covered by his pants, but she wanted to see it uncovered. She could tell just from the lump in his pants that it was big. Her curiosity got the best of her and she grabbed onto his pants with both hands yanking them down.

 

[marauder13]

Andy was in a twilight zone between being awake and being asleep. Through the night, he had dreamt...

of Em sucking his cock. He hand pulled her hair back from her face, gathering it all into a pony tail of sorts while she looked up at him with her trademark shy smile. He nodded to her, and she slipped her tongue out, touching the very tip. He shuddered, and groaned with delight, and of course, Em looked terrified that she did something wrong. He smiled and nodded, she blushed, and then took him to the base in one swift move. He couldn't believe Em deep throated him right off. He was stunned, awed and in heaven as her gag reflex worked wonders on his trapped shaft. Lips and tongue worked in combination to produce miraculous feelings within him, and he never saw anything more spectacular in his life that the sight of his own cock disappearing into Em's mouth. She loved every moment of it, as much as he did. His eyesight blurred and filled with random colours as he neared his peak. He tried to warn her of what was going to happen, but his body failed to heed any of his commands. His grip of Em's hair tightened, and his hips moved more frantically and violently until with a loud grunt, he started sending long thick ropes of his cum into Em's mouth. She merely swallowed without complaint, pause or surprise.

Andy shivered at the recall of the high point of the dream, a faint smile curving his lips. He slipped back into a dream like realm, Em was caressing him, her soft hands tracing his body. Everywhere her fingers went left a blazing trail that he wanted more of. He groaned slightly, pushing himself into the fingertips as they roamed, trying to tell Em where to go, though his words never quite reached his own lips. But she was giving him wonderful feelings, and he wanted whatever she was giving him.

Then, she teased him, brushing his cock with her hands, just the lightest of touches, flitting away before he could really enjoy them properly. He frowned slightly, almost pouting at her un-Em like behaviour. But her hand returned, this time running the length of his shaft. Andy felt like he was going to melt. Her touch was light, but it was glorious against his sensitive skin. He had felt her most of the night, straining for that warm contact which had been taken away from him. His hips rolled forward a little, accompanied by another groan of pleasure.

His hips rolled back, and when they rolled forward, his pants moved down, rapidly, exposing his entire cock and balls to the world, or in that case, Em.

"What the fuck?!?" Andy yelled the first word, rapidly dropping the volume in case he woke his parents. He became acutely aware that Em was holding onto his pants, which were down on his thighs, staring at his morning glory. His face went flaming red, and he remained lying still. His first instinct was to cover up, but he didn't bother as Em had taken a good look at it, and she was going to see it eventually. He let his shock pass, and he gathered his senses.

"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." He moved to push the blanket down to cover himself up.

"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."

Andy's voice was calm, but stern, along with his facial expression. He looked at Em, waiting for her to move and do as she was told. Deep down, a small voice was telling him that this was what Charlotte was trying to get him interested in. The same voice told him that he wanted this with Em rather than Charlotte. Andy's cock twitched at the thoughts.

'No, I'm not getting horny at the thought of smacking Em's ass. No way. Em is not the kind of girl who'd like that.'

He looked back at Em, trying to distract himself from his previous line of thoughts.

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