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Kelly's bedroom (the penthouse)

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He stepped backward lightly and watched with no small amount of arousal as she rested herself onto her bed. Her legs parted invitingly and he stood up only so that he could kneel gently against the edge. He ran his lips across the flesh of her inner thighs as he waited for his next instructions. "Here...Since you helped me...Let me help you." He said softly. Although he paused for a moment he let his hands rest on her hips for a moment and let his fingers lace into the fabric of her panties. Then he slowly pulled the fabric down over and off her legs and let them rest gently onto the floor.
 
She shivered and let him pull her panties off. Kelly looked down at him and smiled softly, blushing just a little. "Well, color me impressed. That was very good." She looked up at him and smiled. "Thank you for that." And with that, she set about the task of teaching him how to please a woman. She couldn't really demonstrate, so she mostly described what she wanted him to do and then waited for him to try.
 
Kevin chuckled a little. "Thank you." He said softly, and then kissed at the flesh of her thigh for a moment. He heard the words she spoke and at first looked on in confusion. He wasn't really quite sure where to start but he figured that he would try his best. He blushed a little as he had the opportunity to get a closer look at her beautiful folds. He placed his hands onto her legs and placed them over his shoulders/ Then he slowly kissed at her moist entrance before he slowly ran his tongue over her folds. Letting it explore every exposed area of her flesh. He licked at her clit and then nibbled on it gently before he went back to running his tongue over her moist sex, letting the appendage slide in and out of her entrance.
 
She moaned softly, and closed eyes, sighing in pleasure as he started to kiss and lick her. "Mmm, either I'm a great teacher, or you're a natural..." she smiled and arched her back a bit as he let his tongue slip in and out of her.
 
He continued his little licks against her flower, letting his tongue stick into her folds and lick around her sweet walls. Letting the appendage lick around inside her body, savoring every taste that he could. He chuckled at her comment and pulled away for a moment to catch his breath. "Its definitely the former I can assure you." He said with a smile as he then plunged back into her folds and kissed her gently, letting his tongue enter her folds once again.
 
She closed her eyes and she took deeper breaths, enjoying this new-found talent of his. His compliment made her smile and she opened her eyes to thank him. And then he went right back to work, her body instantly responding. "Mmmm, teaching really is its own reward," she said, grinning as she gasped in pleasure. "Once you reach this point, it's really about instincts," she said with a smile. "Go for it...."
 
Kevin did just that. He continued his work as he let his tongue caress and lick at her inner folds. Letting the sensation of her innards wrap and squeeze around his tongue. He kept at it , for as long as it took. Never ceasing, and constantly letting his tongue explore her insides as he kissed at her outer entrance every so often. He let his hands squeeze on her thighs a little more, but still held them gently as he kept at his sweet assault.
 
Slowly, he worked her up towards her climax, her body responding to everything he did. She panted softly and arched her back as he gave her what she needed. He had been a very good student after all. Her fists clenched the sheets as he drove her over the edge, her body unable to hold back anymore.

"Oh god...cumming!" And she did, moaning as her sweet juices rushed out of her.
 
Kevin felt her writhe against him a little as he kept at his attack. Then he heard her words ring out through his ears like a bell and he felt her juices splash against his face.He quickly licked his lips lightly and then ran his tongue a few more times over her folds. "You taste good Kelly." He said softly as he let his tongue run a little harder against her moistened entrance.
 
She gasped and panted softly, reaching down to hold his head in her hand. "I'm glad you like it. Mmmm, I'm not sure there's anything left to teach you," she said with a groan, shivering as he got a little more aggressive.
 
"That can't be it all can it? I mean...If it is that's fine but... There's really nothing else?" He asked softly. He wanted to keep learning, keep doing. He had to admit that this was the nicest thing anyone has ever done for him. With him. He didn't want it to end.
 
She sat up and looked down at him, watching him curiously. She smiled and let him go. "Tell me something, Kevin. Am I wrong to assume that you've never had sex before?"
 
Kevin let her fade from his clutch. He looked up at her as she looked down at him and he had to smile awkwardly and with an intense blush on his face. "I um...Um...No, I'm still a virgin." He said softly and almost with a defeated tone. He looked downward and frowned lightly at his own admission.
 
She smiled. "That's not something to be ashamed of, dear. But I want to know if I'm really the person you want to take that?" she asked, watching him. "I just want to be sure you really want it."
 
He hesitated for a moment. The thought entered his mind that maybe...This would be one of the only times he would be with someone. And he had to admit that being with Kelly was rather appealing prospect. Still he gave her words consideration. "I...Yes...Yes I do. I would be honored if you were the one. You've been so good to me already." He looked up to her and smiled.
 
She smiled and sat up a little now. "Well, if you're sure, then I would be flattered to be your first. So, there's something I want to ask. Do you want me to take the lead? Or would you rather do it?"
 
Kevin hesitated for a moment so that he could think. He was afraid of how good he would be if he took the lead, or how bad he would be in reality. He wanted her to get a little pleasure out of it. After all she had showed him so much already. But at the same time...He stopped the thoughts in his head and closed his eyes for a moment. He opened them. "Um...I want to do whatever you think is going to be more pleasurable for you. Granted you might have to...'Help' me a bit if I take the lead...But, whatever you want Kelly."
 
Kelly got up onto her hands and knees and crawled over to him. "Come here Kevin. It's your first time, so I'll take care of you. But feel free to touch or kiss me whenever you want." She smiled and kissed his lips softly, putting her arms around him. "Lay down, Kevin. Get comfortable."
 
Kevin felt her hands around him and smiled and nodded. He stood up and walked over to the side of the bed and sat on the edge. It was all or nothing now, so he pulled his boxers down off of him and steadied himself as he placed his back against the mattress laying down softly. He took off his glasses and set them against the nightstand. A blush on his face as he looked toward Kelly.
 
She smiled and let him go as he walked to the side of the bed, stripped himself of the last barrier between them, and then took off his glasses. He looked nervous, but comfortable. "Mmm, just relax." Crawling over him, she straddled him on her hands and knees. Slowly, she leaned in, kissing him gently, keeping it light to help lead up to it. Considering that it was his first time, she wanted to make sure it felt special.
 
Kevin felt his heart beat in his chest. The constant thumping sound only intensified as she crawled over to him. He tried desperately to let himself relax as she had said, whether or not his body would let him was another story. He watched as she straddled his body. He gulped a little and then felt the calming and familiar feeling of her lips against his. He felt better as she want slow and he returned her kiss. He brought hiss hands up onto her hips and began to let them slide very slowly over her waist.
 
She smiled into his lips as she felt his hands run up over her hips and toward her waist. Clearly he was starting to relax a bit. Slowly, she deepened the kiss, slipping her tongue into his mouth. She leaned into him a bit more, staying close.
 
He felt her tongue plunge into his mouth and he couldn't help but use the knowledge that she had given him and let his tongue dance around hers. He felt her body press a little closer to his and he was thankful that she was being so amazing about all this. He felt the warmth of her body against his and kept his hands moving as they brushed back and forth against her hips and sides, and then up onto her back.
 
She groaned into his lips and played with his tongue, her hands running over his chest and shoulders, rubbing them gently. She enjoyed the way his hands felt against her skin, and she let him know by arching into him. After a long moment, she broke the kiss, gently nipping at his bottom lip. "Feeling good so far?" she asked with a smile.
 
He felt her tongue continue to caress his own and he let his return the favor. Her hands were all over his chest and shoulders, the feeling of them against his skin was nothing short of magical. He continued to feel over her soft skin, letting his fingers brush against her back gently. When he felt her break the kiss he looked up at her. "Feels amazing...Your...Your really good at this." He said softly, letting his hands continue to explore her body.
 
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