I could feel his breath on my skin and watched in disbelief as his mouth moved closer and closer to my breast, his lips a mere inch or two from my erect nipple. He looked up at me as he mouth opened and I knew he was watching my reaction as his lips finally touched my skin. I held my breath as his warm, soft lips pressed against my nipple, gently sucking. It was an exquisite sensation and I could not help but moan as the pleasure spread through my whole body. He continued sucking gently on my breast and I let my body relax, felt my backrest flat against the carpeted platform, my thighs completely open, surrendering to his touch. I felt his tongue touch my nipple and his hand creeping down to my waist. He licked, his mouth opening wider, to take the flesh of my breast inside, and I moaned unconsciously, rolling my head from side to side with delight. I didn't feel his hips lift from mine, or his hands on the waistband of my panties until he was tugging at them, trying to pull them down. Somehow he managed to keep his mouth on my nipple even as he lifted his hips and closed my legs enough to draw my panties down and off. I came to my senses when he lowered himself down again and I felt the heat and hardness of his cock slip between the lips of my bare pussy. Panic seized me and I pushed at his shoulders with both my hands. I didn't know if I was truly ready for this. I wanted to say, 'Charlie, please stop!' but the words could not come out of my mouth. He held my legs and I felt him pressing against the entrance to my pussy. One of his hands moved between us and I felt the direct touch of his thumb on my clit. I jumped at the sensation and a wave of pleasure spread through my whole body. He stroked my clit as the head of his cock pressed against me, teasing my pussy with a mix of pleasure and pain. mine. His finger stroked my clit-he was an expert at this, I thought, and wondered how many women he had been with to know how to touch a woman's sex this way; how many were girls like me, students who were virgins and knew nothing about sex and men, about older men who knew all the right moves and words to seduce a young woman. I wondered how old he was when he first pleasured a woman, a girl-I imagined him as a very young man, taught by an older woman and then using the knowledge to seduce girls his age...

 

I stopped wondering about his past sexual encounters as he bent his head and licked at my hard nipple and I lost myself to the pleasure instantly. I stopped pushing against him and instead slid my fingers through his long hair and closed my eyes. For a long moment he just continued stroking my clit and licking my nipple. Then his hips began to move back and forth slightly, his cock seeking entrance to my cunt. I moaned slightly as a warm feeling spread through my hips. Then he shifted his weight, changing the angle of his hips, and suddenly his cock slipped further inside me. An incredible pain shot through me like an arrow piercing my flesh and I shouted, 'Stop!' at the very same time Charlie's mouth slipped from my breast and he mumbled, 'Fuck, that feels so nice.' I tried to push him away again but he was too strong, too turned on to consider my pain. He pressed his hips forward, sliding even further inside me, and I dug my fingers into his shoulders, bracing myself. He removed his thumb from my clit and gripped my thigh tightly in his hand, lifted it. I felt his cock slide further in like it was baseball bat in my groin. It hurt, yes, but it also felt incredibly wonderful; it was an exquisite pleasure and yet the pain was close. I'd heard losing your virginity could be an agony and I was terrified by the size of the cock penetrating me. Charlie rocked back and forth slightly, withdrawing and pushing the blunt tip of his cock, his tongue back on my nipple as he moved. The pain was building steadily, overwhelming the feeling of pleasure I'd been feeling so far.

 

'Charlie! Please wait!' I shouted, trying hopelessly to push him away. I felt hot tears filling my eyes from the pain but Charlie only moaned and lifted my thigh even higher on his waist. His cock inched further inside me and an acute pain seared through my pussy.

 

'I can't, Elizabeth,' he told me; 'I need to be inside you.' He adjusted his position and I felt his cock pressing deeper into me, accompanied by a shooting pain. 'I've never had a pussy so tight as yours,' he said, 'so fucking tight...'

 

'Wait!' I squealed, the tears streaming out of the corners of my eyes. 'I've never done this before!'

 

Charlie stopped moving, his cock withdrawing just enough to relieve my pain. He looked at me with shock and whispered, 'I thought...' He didn't finish his sentence. Instead he let go of my thigh gently and moved his right hand down between my legs. He touched my clit again and an unexpected thrill raced through me. I moaned, despite my fear, and closed my eyes. He shifted his weight and kissed my lips gently, his cock still pressing into me, but gently now, his rocking motion slower. 'Oh, my, a virgin pussy, what a lucky man I truly I am.,' he whispered and f or a full minute he just kissed me lightly, stroking my clit in the same slow rhythm he was using to press himself into me. My pleasure was building but the pain was still there, too. Each time Charlie pushed forward my whole body tensed; then he'd withdraw and continue his attention on my clit, keeping his cock just at the entrance to my pussy. Again and again he pushed into me, a little further each time, and I clutched at his hair and scalp as the pain took over. He said, 'Don't tense so much; it'll only hurt worse.' His voice was gentle and it calmed me immediately. I twined my fingers through his dark hair as he continued his slow entry into my pussy. It hurt but my fear was melting away, the pain being replaced by a strong, pleasurable throb. As he worked his way deeper inside me, Charlie's breathing grew quicker. He locked eyes with me as his finger pinched and stroked my clit. Even with his cock just an inch inside me, I felt like I was filled with a tree stump; my pussy ached from the pain and my arousal and I knew that I was close to coming again.

 

'I am popping your cherry, Elizabeth,' Charlie said with excitement in his voice, 'I'm your first lover and I'm popping your sweet cherry, you sexy virgin bitch...'