Will & Gracie

William and Gracie met in college. He was a business major, and she speech language pathology major. They lived in the same dorm, on the same hall. They were good friends, and as a matter of fact they did most everything outside of homework together. She thought he was very nice, and he thought she was too. They even tried dating, and went on one date, and had one pretty hot week, but it ended more quickly than it started. They both decided they were better off as friends.

Later, Gracie moved into an apartment, and William stayed in the dorm. It was his last year, and she had two more left. Gracie and William talked on the phone all the time, and she cooked him dinner at least twice a month. They were best friends. After dinner one night, while sitting on the couch watching a movie, William leaned over and kissed her.

"Mmm, been a long time since you've done that," she said, sliding back in for another kiss. He deepened the kiss, and his hand reached up and brushed her brown hair out of her deep brown eyes. He pulled away and looked into them.

"I know, I'm not sure where that came from," he smiled, and kissed her again, hard. "But I do know it's been too long."

"Yeah, it has." She pulled him close as she lay back on the couch, pulling him on top of her. "I'm not sure why this didn't work before," she said, wondering why they broke up when his kisses made her feel like this inside.

They stopped talking, thinking, and probably breathing. His hand reached to cup her breast, and he felt her nipple, hard under her t-shirt and bra. She shuddered as he caressed it through her clothes. Her hands dropped to his ass, and she pulled him hard against her pussy. They continued kissing. He dropped kisses on her eyes, her chin, and her neck, working his way down her body. He helped her remove her shirt, and bra, and he started to kiss her breasts, sucking her hard nipples into his mouth. He wanted her. She moaned as he paid attention to her breasts. He knew just how hard to suck, and just when to nibble. She couldn't get enough. She drug his mouth up for another deep kiss, her tongue sweeping into his mouth, teasing it, pushing it in and out mimicking the motions she desired from other areas of their bodies. She rolled their bodies until she was on top of him, then she kneeled on the floor. Gracie unbuttoned his pants. She wanted to see all of him. She unzipped them, and pulled them down, along with his boxer briefs. He was so hard. She had a hazy memory of his size from a few years before, when she had felt him through his clothes, but this was a first for them. He was long, around 7 inches, but he was very thick, and she couldn't wait to get him in her mouth.

"Wait, what are you doing?" He was shocked. He thought she was so innocent. She hadn't dated many guys in college, and he also knew she was a virgin.

"I want to taste you."

"Not that I don't want you to, but I don't want you to feel like your first time doing this was because I couldn't stop."

"Now isn't really the time for a philosophical discussion, but this isn't the first." She was a little surprised that he didn't know, because one of her first oral sex encounters had been when she lived just down the hall from him, with one of his friends. She also knew that he wasn't a virgin, and just assumed oral sex had been part of the foreplay.

"Now let me make you cum." She pushed him back and took the tip of his cock in her mouth, licking it like a lollipop, getting it back to original hardness, after the shock had deflated him a little.

She licked the underside of his cock, down the vein all the way to his balls. As she licked back up, she flicked her tongue from side to side. Her hands started to caress his balls, and she took the tip back in her mouth, sucking it, and running her tongue around the head. Then she took as much of it into her mouth as she could, sucking hard as she slowly pulled it out. Her hand started to jack him off, varying the speed from slow to fast, to slow again. Her mouth concentrated on the tip of his rock hard cock, sucking it in and out at the same speed as her hand. She could feel his balls tighten, and knew he was about to cum.

"I'm about to cum!" He tried to pull her mouth off of his cock. She looked up at him, winked, and never stopped. He understood that she wanted to swallow his cum, and was surprised. Then again, he had never had oral sex before, and let himself be sucked over the edge

"Gonna cum!" He moaned, but she was ready for him, and when he started to spurt, she could hardly keep all of it in her mouth. He tasted tangy, and a little salty, and she swallowed every drop.

"That was amazing," he said, as he pulled her on top of him and she laid her head on his chest. "Did you know that was the first time for me?"

"What? Didn't 'what's-her-name' ever do that? I mean, you guys had sex, didn't you fool around any?" She was a little surprised, but the more she thought about it, the less she was surprised. The other girl had always sounded a little bossy, and goody-goody.

"No, we had sex, once, and it wasn't great, so we never did again."

"Oh. I see."

"Now it's my turn to make sure you feel as great as I do." He kissed her, and she helped him take off her jeans and panties. He continued to kiss her as he played with her breasts again, but it wasn't long until he moved his hand down to her pussy. He reclined on her couch, and with her back to him, and her head on his shoulder, he had her in the position he wanted. He could finger her, and as she squirmed, he ass rubbed his sensitive cock. First, using one finger, he started to rub her clit, and then he slid it past there, to her cunt. She was very wet, and she thrust her hips up to meet his finger. He dipped inside her. She was so wet, and she wanted him. He added another finger, but she was so tight, he could hardly get it in. He thrust both fingers in and out, and with his left hand, he gently rubbed her clit. She turned her head back over her shoulder and kissed him. Using her hand, she guided his left hand just above her clit, and showed him how she liked a little pressure on her pelvis bone, just above her clit. It only took a few more thrusts with his fingers inside and the pressure outside, before she came.

"Ooh, Will, Ohm, Yes!!" The tantalizing agony of her orgasm swept over her. "That was great!" She snuggled into the crook of his arm, and kissed him.

"Want to sleep over?" she teased.

"No, I'd better get back. I have a little more homework." He moved to get up, and she stood, too.

"So soon? I could make us some tea." She didn't want him to leave. She also knew that when he walked out of that door, things would be different, and she wasn't ready for the change.

"Yeah, but I'll call you tomorrow afternoon. Would you go to dinner with me?"

"Mhm, I would love it." He leaned down, and kissed her gently.

"I'll talk to you tomorrow."

That night he left, and everything they had ever known was changed. At first it was wonderful. Their days were spent either together, or thinking about being together. William and Gracie were friends first, and lovers second. But their experiences together weren't ever beyond oral sex. William respected Gracie for still being a virgin, and wanted her to remain that way. Gracie was only willing to lose her virginity to someone she loved, and she knew that what she felt for Will might be love, she was just going to wait a little longer.

The day before spring break, Will went to see Gracie at her apartment. He arrived, and didn't even say hello. He kissed her hard, forcing his tongue deep into her mouth, and with his hands on her ass, he pulled her hard up against his cock.

"Boy, what a 'hello'," she said. She wanted him just as much, and in that second, knew that she wanted him to fuck her. She led him back to her bed, and pulled off her clothes. She had no idea how much she turned him on while she stripped. She lay down on the bed next to him and whispered for him to take off his clothes. She helped, and he made short order of them. They had never been together completely naked. Gracie always kept her panties on, and he had to work under them. She had said it was her security blanket. She didn't need one now.

"I want you, all of you," she told him.

"Are you sure?" he asked. She was positive, and kissed him, her hand trailing down to his cock.

"Yes, never been more sure in my life." She started to caress him, and pulled him on top of her, guiding his cock to her cunt.

He dipped a finger inside, and found that she was the wettest she had ever been, and he knew this time, it was right. He looked into her eyes as he slid the tip of his cock into her hot wetness. He took it slow, guiding himself inside her. He tip hit her membrane, and he took her cherry looking into her eyes. They glazed over with pain, but it only lasted a second. He stilled and waited for her to give him a sign that it was okay. She leaned up and kissed him, and raised her hips to encourage him. He thrust once more, and was in as deeply as he could go. They started moaning, and he started thrusting in and out, as hard and fast as he could. It only took a minute until they both climaxed at the same time, moaning and shaking with desire. He thrust one final time, and felt her walls squeeze him as she was overcome with her orgasm. He pulled out of her, and wished he could stay inside her forever. He rolled to his back, and she snuggled her head onto his chest. She could feel his heart racing, the beating matching her own. They lay like that for a long time, not saying anything; just coming off of a high neither had ever known.

"I am so glad I waited for you, I love you." She was feeling so emotional, and wanted him to understand why she did it.

"I'm glad, too. I love you." He was shocked that he meant what he said. They both remembered that day later, as the best day of their relationship.

"I want you to go with me to Charleston." She had been trying to get him to change his spring break plans for the past week. "We could have so much fun."

"I just can't. Aaron and Melissa are going, and we are staying at my uncle's cabin. I can't let them go, without me. My uncle would kill me. Go with me."

"You know I can't. I guess I'll have to just be patient, and talk to you a lot. Call me whenever you can."

"I will," he was reluctant to leave, and knew that after today there was no going back. They had been too far.

"Let's just lay here a little longer." Gracie didn't want to ever let him go. They stayed there, and fell asleep in each other's arms, only waking later because they were hungry. They ate, and made love again, this time he worshiped her body slowly, and she blossomed under his care. She climaxed 2 times before he let go enough to cum. And when they fell asleep, this time he stayed and held her all night. He watched her sleep, and the next morning helped her pack her car for the trip.

"I love you, and I'll see you next week. Don't forget about me when you are with Aaron and Melissa, painting the town."

"I won't. I love you too, and I'll call you tonight to see if you made it ok."