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Kelly's bedroom (the penthouse)

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His compliments were appreciated, and she gave him a little nip on the neck to show him that. She kept kissing and suckling gently on his neck, her fingers running down to his manhood, hoping to get him fully aroused.
 
Kevin was beyond aroused by this moment. Her kisses were powerful and when he felt her lips graze at his neck he silently complimented her that she was the best at every move she made. He wanted to say it but all he could produce were deep moans at her glorious work and when he felt her hand brush across his manhood that was it. His arousal was full and his length began to pulsate in her soft grasp.
 
She kissed his neck and nipped at it gently, before moving down to his collarbone and started to grind against him. He was impressive and he felt very good. "Mmm, you feel good."
 
He moaned softly at her words and felt her lips reach for his collarbone. The feeling of her lips and her full body grinding against him caused him to close his eyes in immense pleasure. He chuckled lightly as he brought his hands around from her back to her chest, letting his fingers glide up to squeeze at her breasts. "Thank you...You feel amazing Kelly..." He said softly as he kneaded her glorious mounds in his hands.
 
Kelly smiled and moaned softly as he squeezed her breasts. She ground against him and a moment later, reached down to guide him into her. Slowly she took him into her, her hot wet folds, moaning softly. Once he was totally inside her she looked down at him with a smile. "Still doing okay?"
 
Kevin felt her grind against him a little harder and then he felt her slowly guide his manhood deep inside her body. He threw his head back and released a deep and intense groan of pleasure and bliss that caused his eyes to close. "Kelly!... You feel so good!" His breath began to pant as he felt the immense pleasure building as her womanhood began to tighten around his length. "I'm okay...Please...Keep going..."
 
She kissed his lips deeply and moaned softly as she moved her hips in little circles to give him a little extra stimulation before she broke the kiss and sat up a little to bounce up and down his cock. Her body moved up and down his length, enjoying him deeply. "Mmmm, so good!"
 
Kevin groaned into her sweet kiss and he returned it with intense passion. Her little circling motion drove him wild as his breath heaved a little harder. He felt the pleasure rushing through him and hoped that he could hold out to give her some of what she was giving to him. He felt her bounce up and down against his length and with each motion he felt her pulse and tighten against his length. Each move upward produced a moan from him while each move down produced a groan. His hands clutched at her breasts harder with each small bounce. "Your better...So good..." He said softly.
 
She'd been taking it fairly slow up until this point, but she figured she should give him more. So she eased into a faster pace, her body getting just a little more rough with him as she moved. Hopefully, however, he'd enjoy it enough to let her keep going. She wasn't sure how much longer she would last. The fact that he was enjoying her so much really got her going, and she had to admit that he was still great, even though he was lying still.
 
Kevin felt the pleasure build deep inside him. Her body rocking against his was intense and wonderful. He groaned at each down thrust and he gazed up at her with a look of deep pleasure and heavy pants. His fingers rubbed her nipples gently and he felt his hips swing upward out of pure instinct to meet hers as she continued her motions. He felt his manhood pulse and writhe inside her and wondered from here how long he could hold out.
 
Kelly moaned softly, panting as she worked their bodies, enjoying when he met her thrusts. She wanted him to cum first, so she continued her onslaught, taking things up a notch by going harder and faster, though not enough to cause either of them any pain. She wanted him to lose control. If he did it would be all the more satisfying when she came as well--and if she kept it up, she would be cumming soon.
 
Kevin continued to moan. His throat producing a chorus of pants, moans, and groans. A symphony of pleasure that she was the conductor of. He felt the blissful pleasure build higher and higher and he could no longer stand it. "Kelly!... I can't...I can't hold it! Sorry..." He said as he threw his back one more time and he felt his seed burst forth from him and enter her.
 
She didn't care if he couldn't hold back-- in fact she was hoping that he couldn't. She cam right along with him, panting and moaning as her pussy squeezed him tightly, pulsing around him as she came once more. She felt his seed fill her and groaned in satisfaction. "Kevin...you are fantastic," she groaned softly. After a few moments she leaned forward until she was resting on his chest, panting and moaning softly.
 
Kevin cried out in utter pleasure as he felt his body was lifted to some new and unknown plane of existence only to feel the sweet weight of her body against his. He ran his hands against her glorious form and smiled wholeheartedly. Her words made him smile and he kissed her gently. "Thank you Kelly...Trust me it was all because of you." He said as he kissed her a second time and let his hands travel across her form.
 
She smiled and relaxed, sighing in pleasure as he ran his hands over her. She loved getting, but it was always nice to give back--especially to guys like Kevin. Hopefully it would help him be a little less nervous now. She smiled and lifted herself up again so she wasn't crushing him. "No need to thank me, I just call it how I see it." She smiled and kissed him one more time, just because. "Well, I've taught you all you really need to know. The rest is just icing on the cake." She smiled and tilted her head. "How do you feel?"
 
Kevin's smile couldn't have been wider if he tried. The feeling of her skin against his was beyond appealing and belief. Kelly had shown him something that he couldn't really describe. He felt...Better. Like something new and wonderful had been brought out of him. He enjoyed the feel of her skin against her fingers and never wanted to stop, but when she pulled away a little he was forced to stop and he felt a little bad. He returned her kiss, only adding a little deepness and passion to it. "And I really appreciate it...You've been so good to me and I don't know how I can repay you." He said as he looked up at her with a deep smile. "I feel fantastic. And I have you to thank for it."
 
She loved seeing that look on his face. Knowing that she'd been the one to give it to him was also a bit of a boost. Just icing on the cake. "Well, I'm glad you enjoyed it." She smiled and ran her fingers through his hair. "I'm hoping that you'll hang onto this feeling even after you leave. And if you ever need it back, I'll be here for you." She smiled and kissed him again, enjoying the way he seemed to love every second of her attention.
 
Kevin kept his smile on and loved the way her soft and glorious fingers ran through his hair. "I hope so too...I think I will though, like I said its all thanks to you Kelly." He said and leaned upwards to kiss her deeply, reveling in the new found confidence in himself. "I appreciate that Kelly...And I can't think of a better person to go to. I really don't know how to repay you for all this...Anything you need or want, don't hesitate to ask alright?" He said kissing her again, letting his hands continue to graze across her back while he still had the chance.
 
(Awww, he's so sweet!)

She kissed him back, appreciating the gains he'd made already. He really was a natural. Now that he was getting the hang of it, there was no stopping him. She smiled as he told her how much he appreciated her. It was a nice boost to the ego, but really just just felt good because he seemed to really have gotten something out of all of this. "Oh, you've already repaid me. It takes two to do what we just did, you know. And you were very good. Especially for a first-timer." She winked and kissed him once more, letting him touch her wherever he wanted.
 
(^_^...Thank you. I'm glad you like him.)

He nodded softly and kissed her again. "I know it does but...Something well...You just showed me so much, there is so much that you taught me that I can use now. I just, I can't thank you enough." He said softly running his hands over her back. He wanted her to lay against him once again but wondered if that was a good idea. "Thank you. I think it would be an insult to tell you that you were just good...I think amazing is more the word." He said softly and looked into her eyes with a smile.
 
She smiled and kissed his forehead. "Thank you, for that. If you wanna stick around a little longer, I'll be happy to soak up your praise here." She snuggled back down into him. "If I'm too heavy, just tell me to move." If he really wanted to thank her that much, why not let him?
 
Kevin laughed a little at her comment and wrapped his arms around her and brought her tightly against him as he eased his back against the mattress. "Don't be silly Kelly...Your not even close to heavy." He said and kissed her gently. He soaked in the moment and wondered what it would be like for him from here on out. He hoped he wouldn't move back into his old habits. He brushed his fingers against her back. He sighed in contentment and smiled. "You know...I think this is the best moment I have had in a long time."
 
"I know I'm good, but I didn't realize I was that good," she joked, resting her head on his shoulder. "I'm glad I could give you a good memory. How come the others don't measure up?" she asked, genuinely curious to know.
 
"Well...For so many reasons really...My first time, your kindness in all this, your compliments. It just makes it all...Perfect." He said with a smile and kissed her again. Maybe he was getting out of hand. He wasn't really sure, but what he did know was that she wasn't protesting and he was going to try to keep it that way for as long as he could. "I don't think I could have even dreamed...No, couldn't have even hoped for someone as amazing as you to help me with this...I guess that was the best dare I've ever taken." He said with a chuckle.
 
She grinned and kissed his lips softly, hugging him. "I'm glad I could be the one to help you. And don't think I don't appreciate your compliments. But I was sort of wondering why your other memories weren't so great. But I'm willing to focus on the positive if you are."
 
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