Oh, What a Night!

I could barely breathe as I disrobed in front of a boy for the very first time. My hands went to undo my belt. It felt as if my hands belonged to someone else. I had a lot of trouble getting them to work like they had my entire life.

I almost jumped out of my skin when I felt Billy come up behind me and hug me from behind. His hands wrapped around my tummy and he pulled me back against him. "You're so beautiful, San," he whispered against my ear, "I love you."

He may not have known it, but this was exactly the thing that I needed to hear at that very moment. I closed my eyes and placed my hands over his, snuggling back against his warm chest. "I love you too, Billy", I managed.

My hands then slipped down to finish undoing my belt. This time my fingers responded with more confidence. Billy released his hold on me and moved away to sit down in a chair to remove his platform shoes while I undid the front of my jeans and pushed them down over my hips.

I crawled on top of my bed in just my bra and panties and looked over at Billy as he removed the last of his socks and shoes. His eyes were wide as he openly took in my almost naked body sprawled out before him. He quickly stood up and started to remove his slacks. His eyes looked a little wild and his nostrils were flared. It made me feel nice to see such obvious signs of his desire

He hooked his thumbs in the waistband of his slacks and briefs and smoothly lowered them to the floor. His erection sprang proudly into view. I'll never forget that moment – My first look at the real thing! It was exciting and scary and sexy and scary and wonderful all at once. I tried not to stare, but at the same time I couldn't tear my eyes away if you had paid me.

I scooted over a bit on the bed as Billy came over to join me. He looked directly into my eyes the whole time. I don't know if he was looking for a sign that I had changed my mind or if he was somehow trying to reach inside my brain and convince me not put a stop to things this time.

I have to admit to being a little on the fence until Billy actually laid down next to me and took me in his arms. Then I felt safe and I knew that this was truly what I wanted to do. The feel of his warm skin against me was better than anything that I had ever imagined. His erection pressed warmly against my belly as my hands wrapped around his neck to pull him down to kiss me.

I've never been able to figure out if Billy was just as nervous and unsure of himself as I was that night. In any event, he took things very slowly. We held each other and kissed for a long time; and the longer we kissed, the more comfortable I became. I couldn't think of anything that would be more perfect than to be laying there forever kissing my naked boyfriend.

Eventually, as out making out became more and more heated, our hands began to wander each others bodies. Billy's hand traced its way from the swell of my hip up to my shoulder while my hands were free to explore the smooth skin of his back and wide shoulders. I was even so bold as to reach all of the way down to his waist. I wanted to reach even lower, to his cute bottom, but I was afraid of seeming too forward.

After several minutes of stroking each others bodies in this manner, I began to notice that Billy's hand was starting to spend more and more time at my bra line. Between the feel of his hard manhood pressing against my belly and our heavy petting, I was so turned on that I decided to take a bit more of the initiative.

As Billy's hand paused beneath my arm the next time, I subtly rolled my body away from him – bringing his hand into contact with my bra-covered breast. This was all the invitation that Billy needed. His hand closed of my breast, making me moan against his lips in pleasure.

Thus encouraged, Billy slipped the cup of my bra down and exposed my breast. I held my breath as I felt his fingers touch my stiff nipple. I had to finally break our kiss because my breathing had become so deep that I was afraid of passing out.

I felt Billy's hand leave my breast and he reached around behind me – obviously looking for the clasp to my bra. Unfortunately for him, the bra that I was wearing had a front clasp. Somehow, I managed to whisper hoarsely in his ear that the clasp was in front. Billy had a quizzical look on his face. Evidently he was unfamiliar with this sort of arrangement.

Slowly, he came to his senses and looked down at the front of my bra to try and figure out this novel contraption. After a couple of decidedly awkward attempts, I reached in to help him. I felt the garment come loose and then I held my breath.

All of the trepidation that I had over my rather meager breast size had me filled with dread. Billy's eyes were wide as he slowly peeled my bra aside and he saw them for the first time.

"San, you are so beautiful," he said.

My heart almost burst at that moment. I gave a small shrug as Billy slipped the strap from my shoulder on one side and then the other. I don't know if what Billy had said was the truth or not, but in that moment, he made me feel like I was beautiful and I loved him all the more for it.

I only had a moment to enjoy the look of my boyfriend gazing down at my naked body with such a look of lust on his face. I wished that it would have lasted a little longer, but Billy leaned his head down and took my nipple between his lips. I closed my eyes and held him tenderly to me.

As he bent his body down to mine his erection left its place where it had been nestled against my body. I missed the feel of it against my skin immediately. There was no time to dwell on this disappointment, however. This was because of how he was making me feel as he licked and sucked on my breast. It was the most beautiful feeling in the world!

As he moved his lips from one breast to the other, Billy's hand began traveling up and down my side. It took a couple of trips until he let his hand linger at my hip. I was squirming beneath his attentions. My hips were thrusting as if with a mind of their own.

Ever so slowly, Billy's hand crept along the line of my panties. I almost jumped clear off of the bed as his hand moved between my legs and touched my most intimate part. As his hand stroked my sex through the thin material of my panties, I became aware of just how wet I had become. I laugh to think about it now, but it was probably a good thing that I was so wet – It gave Billy an easy target to figure out exactly where to touch me!

"Oh, Billy!" I moaned.

Hearing my voice, Billy lifted himself by his elbow and looked down at me. He slowly scanned my face to make sure that I was alright with what he was doing to me. Meanwhile, his hand was continuing to tenderly caress me down below.

With our eyes still locked to one another's, I felt him pull his hand away slightly and then slip it beneath the waistband of my panties. I remember being so nervous – the look on my face must have been one of a terrified little girl. Fortunately for me, that look wasn't enough to keep Billy from moving forward.

His finger probed at me awkwardly. If I had time to think, I would have been happy that Billy had obviously never touched another girl in this way. I couldn't stand to see him struggle, so I reached my hand down and guided his finger to my clitoris. With one touch it was obvious to him that he had found the spot!

My vision blurred as sparks shot through my brain. I don't know for sure if I made any sound as he touched me, but I'm sure it was a mix of a purr and an animalistic growl. Of course I had touched myself before, but this was far, far better. It wasn't long before I could feel an orgasm building inside me.

I was torn. A part of me actually wanted him to stop before he sent me over the edge. There is no moment in the whole world where you are more vulnerable than the moment when you are having an orgasm. I wasn't sure if I was ready for intimacy at that level. Yet, I hesitated to stop him.

In that moment of hesitation, all was lost. Before I was really aware of it happening, I started to cum!

"Oh, God!" I cried.

My body felt as if it had been touched by a live wire. I writhed around on the bed beneath him and cried out as spasm after spasm wracked my body. Billy leaned down quickly and fastened his lips to the soft flesh of my neck. I clutched him to me fiercely as my orgasm seemed to stretch out forever.

Slowly, the world began to swim back into focus. Billy was still rubbing my clitoris, but I get way too sensitive there after climaxing. I quickly reached down to still his hand.

Billy rose up over me immediately and asked, "Are you alright?"

There was such tenderness in his voice that I was really touched. "Yes," I replied breathlessly, "I'm way better than 'alright'."

We smiled at each other for a moment and then I felt Billy tugging at my panties. I lifted my hips and allowed him to strip away my last bit of clothing. I was now completely naked with a boy for the first time in my life and the moment was just perfect.

Billy had sat all of the way up as he removed my panties. As he flopped back down on his back, I rolled onto my side and snuggled my head against his shoulder. He held me close in his arms as I managed to whisper, "That was amazing, Billy. Thank you so much."

Billy kissed the top of my head and I heard him say, "San, I love you so much."

No girl in the world could have been happier than I was at that moment. All of the fears that I had earlier had vanished as completely as our clothes had done. I wanted so much to give him at least some of the pleasure that he had just shown me.

With my head on his chest, I looked down his body. His erection was still standing out proudly from his body. This was the first time that I really had a chance to look at it. When I had touched him through his pants the night before it had seemed that he was huge. Seeing it totally exposed now, I could see that my imagination had gotten the better of me. That is not to say that he was anything less than perfectly endowed, but it wasn't the monster that my mind had conjured up. I really wanted to reach down and touch it. However, my shyness kept me from doing so.

Instead, I gently stroked the warm skin of his chest. All of those years of swimming had given Billy such broad shoulders. He really had the most gorgeous body of any boy I had ever known. I could feel his heart beating hard I could feel his chest rising and falling as he breathed deeply.

I lifted my head from his shoulder and leaned down to kiss Billy's chest. As I did, I heard his sharp intake of air and was gratified that I had found something that made him feel good too. I moved my lips to his nipple and licked the tiny, hard nub. I was rewarded with a moan this time. I lifted my leg over his muscular thigh and attacked his nipple with my lips and tongue.

As Billy's body squirmed beneath me, I took the opportunity to gaze down his naked body. My hand had drifted lower – to his nice, flat stomach. However, my attention was drawn to a sight a little ways past that of my hand. Billy's manhood bobbed and swayed as his body moved uncontrollably on the bed. I could see a bit of liquid gathered at the slit at the very end and knew that this must be his pre-cum.

As if with a mind of its own, my hand had continued to drift southward. My fingers were now at the top of his pubic hair. Billy's hips were really rising and falling now. The poor boy must have been about ready to explode.

Suddenly, Billy reached down and took hold of my hand. At first I thought he was going to take it away and I was really confused. Instead, he guided my small hand to his rock hard erection. I immediately wrapped my hand around the warm hard flesh as Billy moaned louder than ever.

I removed my lips from where they had been feasting on Billy's nipple to turn my head and watch what my hand was doing below. I could feel the beast pulsing with life as if it were an angry animal disturbed from its sleep. I knew about handjobs in theory, but this was the first time that I had ever touched a boy in this way. I began to stroke its length, confident that I would be giving Billy so much pleasure.

Instead, Billy's body stiffened and his hand shot down to mine in an instant. As he did, I heard him give a small cry of pain.

Oh, my God! You've hurt him! Sandra, you are such an idiot!

Billy stopped my hand and pushed it lower. Then he guided my hand to begin stroking him again. This time I had skin from the shaft moved upwards with the movement of my hand. I stroked it until the skin couldn't stretch any further and then lowered it back down again.

"Yes..." I heard Billy moan.

By this time I had recovered from my earlier embarrassment. I began to enjoy the thing that I was doing to Billy. Gauging from his reactions, I'd have to say that he was enjoying it even more than I was.

"That feels so good, San," he whispered, "Like that."

I was so happy that I was making him feel so good! I had never seen anything as erotic as the sight of my small hand stroking his hard erection. Without even realizing it, I had begun to grind my sex against Billy's thigh as I masturbated him. If this went on much longer, I knew that I would have another climax very quickly.

However, Billy suddenly turned his body towards me – rolling me over onto my back. I had to change my grip on his shaft, but I never lost contact with it. I kept stroking its length as Billy looked down into my eyes and asked, "Are you sure that you want to do this?"

All of the fears and anxieties that I had leading up to this big even had vanished. I was never so sure of anything in my life. "Yes, I'm sure," I replied.

"I love you, Sandy," he said and I could really tell that he meant it.

"I love you, too Billy," I echoed.

With that, Billy lifted himself above me. I eagerly opened my legs to a boy for the first time. Our eyes never left each others as he settled over the top of me. Remembering the earlier trouble that he had finding the right spot, I kept my hand on his erection to guide him to the correct spot this time.

Billy gave his first gentle push, but our aim was still off slightly. I tried not grimace at the pain that it caused. He hesitated before trying again. This gave me the opportunity to use the head to open my lips wider for him. I was so wet down there by now that he must have been able to tell that he had found his target at last.

Billy gave another push and I felt the head of his erection move inside me. I gave a gasp and quickly reached for his hips to stop him from pushing further.

"Slowly..." I whispered.

Billy must have understood because he would only push a small way before stopping. Each time, he would withdraw the short distance he had already covered and then gently push into me again. It was painful, but Billy kept the pace slow and gentle. I was glad that I was so well lubricated down below. The whole time he kept whispering over and over into my ear, "I love you, San."

A few thrusts later, he was almost half way inside me. This is when his patience must have worn out. On his next forward plunge, he pushed farther than I had expected. I gave a sharp cry of pain and my fingers tightened around his arms.

As he withdrew and came forward again, I reached for his hips and pulled him all of the way inside me. I, too, wanted to get it over with as quickly as possible. It was painful, but not as bad as I had imagined it would be. Then again, maybe it was painful, but at least I had something else to concentrate on – Billy's erection was now deep inside me. I was giving myself to the boy that I loved more than anything in the whole world.

Once he was all of the way inside me, Billy brought his lips to mine and we kissed tenderly. When our kiss broke we found ourselves saying the same thing over and over – "I love you so much.,, I love you...I love you..."

Billy started to withdraw once more. I again cautioned him to be gentle, and he was. His next stroke went all of the way inside more easily and was far less painful. There was no pausing now. As soon as he had thrust all of the way in, he was pulling out again. With each powerful stroke the pain ebbed further and further.

We each started to moan incoherently as we made love for the first time. Whenever he withdrew, I instantly missed the feeling of him in me and anticipated his return. He began to gradually quicken his pace. I could tell from the look on his face and by the way his body was tensing that Billy was close to cumming.

The feelings were building inside of me as well, but I wasn't struggling for control as badly as Billy was. Nothing could have mattered less to me at the moment, though. I concentrated on the sight of Billy's enjoyment and that was more than good enough for me.

I felt Billy's arms tighten around me and he gave one last thrust inside me. With a loud groan, I felt his seed erupt inside me. This feeling of his essence pouring into me was enough to trigger my own orgasm. We ground our lower bodies against each others as our cries rang out in unison. The waves of pleasure seemed to go on and on forever.

Finally we each started to return to earth. Billy was still buried to the hilt inside me as he looked down into my eyes and said over and over how much he loved me. I don't ever remember being more contented than I was at that very moment.

It wasn't very smart of us not to have used any protection. I was well aware that a girl could become pregnant even if it was her very first time, but I wanted our first time to be something special. At that time I had no way of knowing what kind of chance I was taking. As it eventually turned out, the Fertility Gods would be very kind to me in the coming years.

As we laid there in each others arms after having made love, there were so many thoughts and emotions going through my head. Guilt and love led the parade, but they were joined by my curiosity over whether Billy thought that I was any good and questions about how this would affect our relationship from this point on.

It was an often repeated bit of advice among the girls that I hung out with in high school that as soon as you let a boy go all the way, he would lose interest in you. I'd be lying if I said that thought wasn't echoing in my head as he held me in his arms.

I'm happy to say that bit of advice was not true in our case. Billy went on to be a wonderful boyfriend and later, a wonderful husband. The rest of the story may not have turned out as nice as the storybook beginning, but at least I can look back at those first years as being among the happiest times I would ever know.

Before putting this story down in black and white, any time that Billy's name popped up in my head it was sure to trigger emotions of hurt and anger. Now, I feel like someone who has just stumbled across an old box of photographs and gets to relive some wonderful time in their life. It's nice to take back the possession of some truly wonderful memories once again.