It was a comfortable Friday night. You're lying on his oversized sofa, a red pillow propped beneath your resting head as you try to watch the television screen. You can barely concentrate with him rubbing your feet and it's even worse when you're forced to giggle as your outstretched legs are attacked by smooth caresses from your calf to your toes. You're too ticklish for your own good and he knows it. You should've known better than to rest your feet in his lap.

"Justin!" you playfully scold, wiggling a bit when you shoot him a glare. He fights the grin on his face, pretending to be completely enthralled by the Twilight movie you put in for your weekly movie night. You look over his cropped curls and stubble-covered cheek, wanting nothing more than to slap it.

You continue to stare, never minding the constant shouts of Bella! coming from the television. Justin's navy orbs stay planted on the screen, blinking slowly as a slight curve at the corner of his mouth forms. Now he was smirking, unable to fight off his smile much longer since you were still staring; waiting for him to finally crack. He wouldn't last long. In the last year that you've been dating, you know his inability to contain laughter is one of his weaker points and have ruined many surprises or moments of sarcasm he has attempted. You found it completely endearing because despite his college age, he remained a child in that sense. It made you smile, even now as you watch his cheek twitch under pressure.

You shift your foot, nudging his abs with your big toe, immediately feeling your stomach tighten at the momentary feel of his body. God, he was so strong. You think back to how his weight felt pressed on top of you whenever you kissed heavily in his room or yours; even on this very couch and the kitchen counter. There's a pull at your core for that feeling.

It's been a little over a year into the relationship and you haven't had sex. Your girlfriends couldn't believe it. Upon seeing Justin, chiseled, charming, and brilliant as he was half of them had decided you'd gladly hand him your V-card without much hesitation. The other half (a bit more reasonable) decided you'd wait for at least half a year. To both parties’ disappointment, you celebrated your one year anniversary two weeks ago as virginal as you started the relationship... Well, not as virginal. He did take your shirt off and swirled his ravenous tongue all over your soft chest, humming contently when you squirmed and sighed underneath him. He also slipped his hands between your legs and caressed your heat, whispering how wet you were as his fingertips worked against your swollen clit...

You bite your lip to hold back a moan, realizing you were still on his couch, his eyes on the screen and his fingers gliding against your ankle.

Despite what your friends thought, it wasn't that you didn't want to have sex. Sure, it felt good and warm and safe when he was kissing you and pressing his erection right between your legs when you both were just down to your underwear. Sure, Justin wanted to have sex; it was obvious in the way he'd grind against you, telling you how much he wanted to feel you from the inside, making you blush. He was a man, after all, and experienced well beyond you. And no, you weren't some prude who was disgusted with the idea of sex, premarital or not. In fact, you've started your fair share of heated kitchen counter make out sessions...

You just weren't ready yet.

Something in you hadn't given you the okay, so when you felt his hands tugging at the elastic of your underwear, you'd gently put your hands on top of his and shook your head shyly. Justin didn't mind though, crazy as it sounded. He would be ecstatic if you'd let your underwear down, but he was content with kissing and caresses, grinding and gentle whispers. He loved you, he promised, swore, and still says since he told you six months into the relationship. It wasn't a cheap ploy to get into your pants either - Justin had a million ways to get action on any given night, but he chose to stay and wait.

That's what you loved the most - his patience and understanding. You had been mortified the first time he told you how much he wanted you at the early stages of your relationship. It took you nearly two months to tell him you were a virgin and would remain one for the better part of the relationship. He actually smiled and shrugged, telling you it was fine because he respected you and your body. Of course you brushed it off as him trying to be smooth and get his way, but as you stare at the side of his face, watching that scruffy cheek twitch with an endearing smirk, you knew he wasn't lying. You knew that he wanted to be there with you on a Friday night, sex or no sex. You knew he'd rather play with your toes and watch Twilight than go bar hopping with his best friend Trace and few of his basketball teammates. You knew he really was a good man who respected you and your body and it made you want him even more.

Your teeth press harder against your bottom lip when a jolt shoots between your legs again and your mouth waters a bit as you watch your foot in lap, innocently resting on his crotch. There's a sudden primal urge to fall to your knees in front of that said crotch. The idea makes you blush because you'd probably be terrible at it and fumble with his belt. Justin would probably burst out laughing at the very idea. Granted, he'd let you suck him off without any argument, but you'd know in the back of your mind that he has had better and would probably stop you mid-way to give you pointers.

Your cheeks further burn and you push back the thoughts, turning back to the television. Who were you kidding? No matter how many stories and tips your girlfriends shared and no matter how many pornos you secretly watched to learn something, you'd never have that sass, sexiness, or skill. You were an old maid in your sexual years and it would show. Justin deserved a prowess, not a kitten.

The thought makes your bottom lips jut out involuntarily. You turn back to the movie, watching as an all-too-dashing Robert Pattinson holds a trembling Kristen Stewart in his arms, swaying under tinted string lights. Ah...the prom scene was always your favorite part.

"Why the face?" The voice is soft, curious, and mostly concerned. You glance down at your feet, feeling the unmistakable burn of his gaze. Your eyes meet and your stomach turns like it was the first time you saw him, smiling at you from across your Creative Writing lab. His eyes glimmer in the light of the television, the only thing illuminating his small apartment.

"What face?" you feign, promptly fixing your lip. Justin raises his rectangular brow.

"The face you just fixed," he shoots back, never being one to back down and drop things. Obviously you didn't want to discuss it and he was trying to gnaw at it. You shrug, not giving him an answer as you focus on the screen again.

"Nothing," you mumble before you feel a more firm rubbing of your feet. He wants your attention and you obey, unable to refuse the beck and call of his mild foot massage.

"I don't like it when you don't talk to me, babe," he whines, but in that sweet way so full of disappointment that it makes you feel guilty, "I tell you everything."

"Not everything," you argue back just to counteract his statement. He indignantly tilts his head.

"What haven't I told you?" he challenges, leaving you to shrug again.

"I wouldn't know what you haven't told me, now would I?" You always play with words when you knew he was right. Justin gives you the most bored expression he could manage, reaching over to the lamp side table to grab the remote. You glance at the television, getting a peak at the credits before he ejects the DVD. "I gotta get up." Justin taps your feet before gently removing them from his lap and you see that face of his darkening with a sour mood.

Definitely not how you want to end the night.

"Wait," you coo, scurrying up in your seat to crawl over to where he is still perched where your feet had been. He sighs, slouching back against the seat. The bright blue background of the idle DVD screen brightens the room a bit with a cobalt effect on Justin's eyes. Your body blocks out the lighting on his face a bit as you slowly make your way into his lap, straddling his waist.

Justin glances away from you as you lower yourself on top of him, wrapping your arms around his neck, feeling the denim of his jeans against your thighs as your shorts hike up from your position. You feel him breathing against your collar bones as you wait patiently, letting his warmth and spicy scent surround you.

"Is this why you wanted me to wait?" Justin asks, warm breath against your face as he finally looks up. Cherry Coke, that's what his mouth would taste like because the sugar is still on his breath.

"Is that a problem?" you ask back, brushing your noses gently, "I like this." You aren't sure of what you're saying, but Justin still looks bored, his arms limp at his sides.

"I dunno, maybe I won't tell you if I have a problem or not," he says mockingly, "I don't tell you everything after all, right?" Oh, how he always gets you back for the things that come out of your mouth. You almost get so mad you flinch, attempting to remove yourself from his lap, but you drop the idea, not wanting to fight.

"Baby..." you whine softly, "You know I didn't mean it like that. I was joking." Justin glances away again and you feel his hand on your hip, his thumb pushing the hem of your shirt aside to rub the skin there. He was softening up quickly and you feel victorious.

"Well, don't joke like that," he says firmly, but not critically. His eyes roam your face before his free hand raises, letting his index finger trace your lips as he watches your eyes for a reaction. "I don't ever want you to feel like I'm keeping stuff from you. I'm always honest with you; always." You feel bad now, watching him plead his case. You weren't questioning his integrity, you honestly were just speaking out of your ass and now it was turning into something much deeper.

"I know that," you assure him, your voice soft. You move a hand back to his face, mimicking the thumb stroke he has done against your jaw, "I don't know why I said that." Justin shrugs, but you can tell he isn't dropping it.

"It's okay," he says, "As long as you're as honest with me."

"I am," you conclude, making him raise a brow.

"So there's nothing bothering you? Nothing you need to tell me or anything?" He looks up at you with those got damn eyes and you're putty. You can't say no because that would technically be lying, but spilling your guts about your sexual insecurities just seemed too...embarrassing.

"I mean... there's...stuff, but it can wait..." you try and you know you've said too much by the enthused look on his face.

"No, no," he says encouragingly, "Just tell me now or it's gonna bother me." You roll your eyes before you can stop yourself. Great, now you had to tell him or he'd be angry for the night, throwing a tantrum for your inability to be honest. It's now your turn to look away, picking off imaginary lint from his grey cotton t-shirt.

"Well... I was just thinking...about...stuff..." The hand that was on your hip manages to find its way to the small of your back, rubbing soothing circles. You can feel Justin watching your face and from the view behind your lashes you can see him nod.

"About?" he finally urges on after a moment. You shrug again, feeling your nerves tightening up your shoulders. You didn't like these conversations because you were put on the spot.

"I just..." Damn, you just what?! You bark at yourself. So much for those English courses; your expanded vocabulary was doing nothing to help you formulate a sentence now. What were you going to say? I was just thinking about sucking you off, but I've never deep throated anything besides a banana and that was only because of a dare during one of my sleepovers at Candace’s house during high school...Oh and by the way, I gagged.

No, that sentence wouldn't be coming out of your mouth, much like nothing would be going in it.

"You're killin' me here, babe," Justin sighs, exasperated. His circling ceases as both his hands grab onto your waist, giving your sides a squeeze of comfort. You love how his large hands make your waist feel smaller. "Nothing can be that bad." Oh, you beg to differ, but you keep that comment to yourself.

"Well..." You thought it over, still too embarrassed to shine the light on yourself, "I have a friend..." Ah, classic. You can sense the smirk before it actually forms on his face.

"Okay..." he says, thankfully going along with your charade, "What's with your friend?"

"See...he's never gone down on a girl before," you begin your tale, feeling clever enough about the smooth switch of gender, despite the fact that Justin was still smirking. "But he really wants to try it..."

"Does he?" Justin says with peaked interest, raising a brow again, "Is there a particular girl?"

"Yes," you answer, biting your bottom lip and slowly releasing it, not missing the stirring in Justin's jeans against you. "She's really special to him, which is why he wants to do it."

"Then what's the problem?" Justin asks with a tremor in his tone when he glances at your mouth and back to your eyes again. "He should just do it."

"But he's nervous," you argue, "He doesn't want to mess up." Justin rubs a hand along the column of your spine, making you shiver involuntarily.

"That's part of the fun," he smirks without a hint of mockery, "Something bad can end up being really good." You look at him skeptically.

"But what if there are too many mistakes?" you ask, sitting back a bit to run your hands down his chest, feeling the well-formed grooves under your palms, "He's the newbie, not the girl. She'll notice."

"Well, she's special to him, right?" Justin asks gently, caressing along your forearms now. You nod.

"Really special," you emphasize, not missing the way he shifts his weight beneath you, pulling your hips down to meet his with subtle pressure on your waist.

"That means he's really special to her too," he smiles softly and it's lopsided and comfortable on his baby face. You can't help but glance at his mouth, marveling at his near perfect teeth. "She'll be patient with him...Besides, I'm sure she won't complain about practicing with him..." His hands smooth down your hips to your butt and back again.

"I suppose," you mumble distractedly, feeling yourself relax as he continues to caress along your sides.

"It'll be good; great even because when you're with somebody special, experienced or not, it changes everything," Justin says, holding your gaze captive. "You can't help but feel good and loved...and what's more fulfilling than that?" You shrug, unable to look away from the sincerity of his graying eyes. You knew there was nothing better than feeling loved. Justin had taught you that. You had never taken anybody seriously before him. Your lack of experience came from a lack of trust and comfort... but you trusted Justin. You were certainly comfortable around him too, but you didn't want to disappoint. You wanted to make him feel good and appreciated.

You thought that over. You put it just like that in your head; this was a way to show your appreciation for his patience and love. This was how you wanted to make him feel satisfied and temporarily satiate the thirst he had for you and you for him.

"How exactly should he initiate this kind of thing?" you ask, just to watch his eyes brighten up in the dim lighting. He shifts beneath you again.

"There's no real way," he said, "But I'd go slow..."

"Slow?" you repeat, taking the initiative to adjust yourself over him, unnecessarily grinding over his crotch to do so. You watch as his lids lower, his eyes shifting shades again; darkening. You're immediately intimidated and turned on.

"Yeah, you gotta build up to it..." Justin spoke smoothly before leaning toward you. "You gotta make sure they really want that shit..." You almost moan at his use of profanity. It didn't help that he brushed his lips against yours as he closed the small space between your bodies. Fuck his lips were soft and warm and wet. The pressure he placed against your mouth wasn't urgent, but passionate. He moves his lips with yours in the way that only he could; you have to place your hands against his chest for balance as his tongue slips into your mouth. He coerces your own tongue to mimic his movements and your hands make their way to the back of his neck and in his soft curls.

A deep moan rumbles in your throat as a tight pull in your core lets you know you're nearly done for with just a kiss. You both pull back for a split second for air before delving back into each other. This time the kiss possesses the urgency you feel in your erratic heartbeat. Your mouths mesh in a tongue filled battle that has your hips moving along his. Justin grips your waist and you can feel the strength of his hands before he lifts his hips to meet yours; his erection so strong that it strains against his jeans. You moan again from the thought and feel of his solid dick rubbing against your heat through the thin material of your shorts and panties.

Justin lips releases yours and you both gasp, forgetting to breathe, before he moves down to your neck and collarbones, still grinding against you as you grind back, wanting nothing more than to feel him better - deeper. Your nails softly scrap his scalp as he works your neck, sucking and nipping at your flesh. You have to grip his hair when his hand suddenly comes between your bodies, cupping you through your clothes to palm over your clit. You shudder as he runs his tongue from the base of your throat to your chin as he works your center before sucking your bottom lip into a heated kiss.

Damn. You couldn't think with him doing so much. This is the shit that made you feel so inexperienced. He was always in complete control, making you feel so good your mind went blank. You want to give him that same pleasure. You want to make him moan and tremble.

"Fuck, you're beautiful," Justin whispers, his voice seemingly strained as he watches your body's response to his simple touch. You bite your bottom lip; feeling heated all over, before his hand suddenly leaves your clothed clit and slides up to your belly, pulling up your shirt. You almost rip it off and Justin chuckles, placing soft kisses to your pillowed breasts, exposed nicely by the push up you wore with your forgotten v-neck t-shirt. His hand slides behind your back, unhooking your bra with ease before he discards the material somewhere in his living room. You feel the blood rush to your face as he shamelessly looks over your bare chest.

Your hands instinctively move to shield yourself, but Justin knows you too well and raises his hand to gently grip one of your wrists. "Don't," he says simply and you nod, biting the inside of your cheek to ease your anxiety. He keeps a hand glued to your waist and the other leaves your wrist to lightly skim across your left nipple. Your eyes close as you take a breath; his touch electrifying your skin.

Justin, being the tease he is, bows his head, his tongue gently flicking your hardened nipple before blowing over your wet flesh. You grip his shoulders and sigh when he finally sucks your nipple into his mouth, forcing you to jerk your hips against his. He grunts a bit but continues his ministrations, tongue lapping at your skin as you continue to move against him, pressing down against the growing bulge in his pants. Fuck, you wanted to get closer; feel him without his jeans and your shorts in the way.

"Jay..." you moan and he moves to pay your other breast the same affection. Your hands tangle in his curls, forgetting what you were going to say. His hands make their way to your backside, gripping your ass to force your grind on him. You both moan when you drop most of your weight on him and quicken your hip movements to the point where he releases your breast to take a breath and watch you. You could get off this way; you both have before, but it's not what you planned. It's not what you wanted tonight, so you stop, much to Justin's disappointment.

You crush your mouth on top of his, kissing him the way he taught you how, leaving you both breathless. You move your lips over his Adam's apple and up along his jaw, stopping to kiss his pulse along the way. "I want to try something..." you whisper against his ear, kissing behind it a second later. You feel yourself clam up as you pull back to see his face.

His eyes are curious, but lit up with excitement as you place a foot to the carpeted floor and then another, your hands sliding down his chest as you lower to your knees, watching his reaction. He smirks and licks his lips. It was a habit more than a seductive move, but it still turned you on to watch that tongue slip across those tender lips.

Your hands are trembling in what you hope is a subtle motion by the time you reach his stomach, your fingers feeling the large buckle of his belt beneath his shirt, right above the large bulge in his jeans. Your eyes find that bulge and for a moment you wish you had seen him naked before now. You have no idea what size he is and you're sure it would matter. Butterflies swarm your belly and your trembling hands slowly push his shirt out of the way so you can get to his buckle.

"Y-you don't have to, baby," Justin's voice coos down to you as one of his hands grips the armrest of the couch and the other rest at his side. "It's okay." He is being honest; he'd let you walk away from this without a complaint, but the death grip he had on the sofa, the bulge in his pants, and the smoldering look in his eyes told you he wanted this as much as you did.

And damn it all to hell if you didn't want to give this to him.

"I want to do this," you assure him, "I want to make you feel good..." Your hands gain some composure, allowing you to unhook his belt and unhook the button of his jeans. Your eyes flicker back to his and you can see the constraint on his face from your slow pace. It makes you smile and he smiles back before you focus on his zipper, pulling it down carefully over his erection. Justin takes the initiative to raise his hips, pulling down his pants and underwear to a puddle at his feet that you quickly help to remove. Once his clothes are discarded, you brace yourself to face him, all of him.

But nothing could've prepared you for the sight of Justin, long, hard, thick, and sculpted to perfection. The head of his cock glistened in the television light and you could see it was darker than the rest of his penis. His shaft was smooth and bobbed a bit as Justin removed his t-shirt, tossing it on the sofa behind him through your peripheral vision. You were too busy noticing the veins running through his cock; the one running along the backside of him in particular from the base of his dick to nearly the head of it, pulsating and engorged.

Damn, he is beautiful. You want him more now than you thought possible. A deep, primal urge to feel and taste him urged you on. You readjust yourself on your knees, closing the small space between you and his cock as your hand closes around him, giving him a small squeeze to feel his warm, slick flesh against your palm.

Justin groans, sitting up a bit and causing you to almost retract your hand in fear you had hurt him, but he settles, bringing his hand to rub your shoulder to calm you. You relax, letting your curiosity take over. You tighten your grip back on his cock, not jumping when he sighs. You move your hand up his shaft, right beneath the head, before lowering it back again. Justin's breath hitches in a way that makes your own body react. You do it again, faster this time, stroking him with a bit more confidence as moans bubble over his throat.

"That feels good, baby..." Justin encourages, making you look up to watch his face with his eyes now closed, "Just like that..." He feels so warm and solid, but soft and fragile in your hand. The large vein on his dick pulses against your thumb as you continue to tug his shaft, but your mouth is watering seeing him withering up like this from just your hand. You feel in control now; you feel good about pleasing him, but you want to taste him; feel him.

Your pumping slows because your arm is getting tired, but you stroke him firmer than before, making him whimper as you lean down, carefully bringing your lips to the head of dick and suckling gently.

"Fuck, don't move!" His exclaim freezes you awkwardly in place, Justin's grip on your shoulder tightening for a moment before slowly loosening, "Damn, I almost came right there..." You pull back from Justin with a smack that has him gripping your shoulder again.

"Sorry," you apologize, not knowing if you had really done anything wrong, but Justin smirks at you, his eyes looking heavier.

"That's nothing to apologize for," he assures, "It felt really good, that's all." You take that as your cue to continue. It felt good? Yes, that's what you wanted, so you do it again, letting him grab your shoulder as you suck him into your mouth, feeling him against your teeth and tongue as you lower your head further down, taking more of him into your mouth until he hits the back of your throat, nearly setting off your gag reflex. You don't panic like you did with the banana this time; you just slowly retrace your steps, pulling your head back before lowering back down again.

You repeat your motions, alternating between taking him all the way in to just sucking on his head, which seemed to make him feel better than most of anything. The sounds he's making are destroying your panties as you hum against him from the pleasure you receive from pleasing him. His groans encourage you to move more skillfully and quicker as they get louder and closer together.

Your hand continues to pump where your mouth can't reach as you suck on the tip of his cock, working him up to the point where he can't keep quiet for more than half a second. Profanity rolls from his tongue as the pulse of his vein becomes impossible to trace. His hands tangle in your hair as he moans your name, whimpering softly, "I'm coming, baby, fuck..." His hips thrust up from the couch, nearly causing you to gag before your mouth is coated with hot, thick, liquid that you aren't particular fond of tasting. You swallow it down until he stops, grimacing a bit as he shakes and releases your hair, falling back against the couch, breathless.

You pull your mouth back from him, making him whimper at the loss as you lick your lips, your mouth feeling tired, but your body heated from the sight of him, sweat glistening in the television light. There's silence as he catches his breath, smirking down at you as you smile back, biting on your bottom lip shyly.

"Damn..." he chuckles, making you self-conscious in a good way, "You had to have done that before..." You roll your eyes.

"Shut up," you childishly retort, getting up from your knees to ease the stress in them from kneeling so long. You plop down on the couch beside him, turning sideways to face him. He lazily rolls his head to look you in the eyes, licking his damn lips. You lean into him, feeling hypnotized, to place a kiss to his mouth, letting him deepen the kiss for moment before pulling back.

"Did that feel good?" you ask innocently because a part of you had to be sure. Justin glances at your mouth and back to your eyes, growling deep in his throat. Before you can see it coming, he kisses you again, making you fall back against the plush cushions of the couch as he settles between your legs. He only gives you a second to tangle your hands in his hair before he slowly kisses down your neck and chest, over your collarbones and down your stomach. You suck in a breath before he finally sits back on his legs, his hands sliding to the elastic band of your shorts, his fingers hooking in the elastic band of your underwear.

"Can I show you how good it felt?" he asks, already tugging down what was left of your clothes. You give a silent nod, bracing yourself for pleasure only Justin could give.