"Why don't you show me what you've learned so far?" Mel asked, lying back on her bed. "And don't be afraid to get creative."

I started at her earlobe, like she'd taught me, gently sucking it between my teeth. Mel closed her eyes and sighed. From there I kissed a slow trail down the side of her neck, over her collarbone, and across her chest. This time, without her shirt in the way, I carried on to her breasts, taking each nipple playfully into my mouth, until they were both nice and hard. As I flicked them with my tongue, Mel let out a soft moan. After a few minutes, I kissed my way back up her chest, and throat to reach her lips. They parted, and my tongue plunged inside. I could still taste myself on her tongue, slightly salty.

"Pretty good," she said, breaking the kiss. "Now, why don't you trying going in the other direction."

"Hm?"

"Well, you're naked, and I've still got my jeans on," she observed. "That doesn't seem fair, does it?"

"Ah," I clued in.

I started kissing my way back down her body, just like she'd done to me earlier, briefly pausing again at her nipples, and then stopping once more at her belly button. She giggled as I probed it with my tongue. My heart was racing as descended even further towards the brass button on her jeans. The pace of my progress was almost glacial, kissing the skin above her navel over and over again.

With Bri and Kris, they'd both taken control, and I didn't have to worry about what to do next. But Mel was letting me take control, and the responsibility me nervous. I hesitated. What if I did the wrong thing?

"What's the matter Bill?" Mel asked, sensing something was off.

"I'm just taking my time, like you said."

"There's a fine line between building suspense, and boring the girl," she explained. "Take your time, yeah, but you do need to get there eventually."

"Okay," I accepted. "What should I do now?"

"Well, not much is going to happen as long as I'm wearing these pants, don't you think?"

"Um, yeah." I said.

I repositioned myself between her legs. I undid the button of her jeans, and pulled down the zipper, trying to be as sexy as possible about it. Underneath, were a pretty pair of pretty blue lace panties that matched her previously discarded bra. I rubbed my fingers against them, feeling the fabric, hot and slightly damp. Mel lifted her butt slightly. Taking the hint, I pulled the jeans down her legs, and peeled them free from her ankles. She lay there in just her panties. I gazed up her gorgeous young body from her smooth white thighs to her deep blue eyes.

"You look so beautiful," I said.

"Thanks, Bill."

"What now?"

"What do you feel like doing?" She asked back.

I considered for a few seconds, and then leaned forward, kissing the inside of her thigh.

"That's a good start," she said.

Encouraged, I kissed the other thigh, a little bit higher. Then back to the first, even higher. Gradually I kissed my way towards were they met, until my nose brushed against her panties. Boldly, I gave them a firm kiss.

"Mmm, that's good, Bill."

I continued to kiss them, tasting her juices through them, slightly tangy and sweet.

"Shit, that's good," she said. "You're driving me crazy. Here, watch out."

She rolled onto her shoulders and neck in half a backwards summersault. Her thumbs hooked into the sides of her panties, and she pulled them up over her ass. God, her ass! It looked amazing, round, and soft. She drew the underwear quickly past her knees, off her legs, and tossed them aside.

"Okay, Bill, this is important," Mel said. "So you're going to want to pay attention, okay?"

"Okay," I agreed. I couldn't help staring at her naked pussy. It was hairless and deep flushed pink, a beautiful fleshy mound between her legs. And down the middle, a small crevice, slightly glistening with her arousal. Seeing it made me feel better about how I was performing. I must be doing something right

"I guess you've never seen one of these before," she said. "I mean, in real life."

"Um..." I decided that now was not the right time to set the record straight.

"This is my vagina," Mel said, stating the obvious. "For some reason a lot of guys get really confused about them. But, look, if we girls can figure out what to do with all your dangly parts, there's no reason you can't learn what turns us on, too."

Mel reached down, and squeezed her lips together, then spread them apart. Her pussy was even wetter inside, totally soaking and shiny with her juices. Just looking at it up close was exciting.

"Alright, so you can touch pretty much any part of this. and it will feel good, but there's one spot you're going to want to pay special attention to - the clitoris. You see here?"

She rubbed her fingers over a small ridge at the top of her pussy, of about half an inch that ended in a little round nub like a tiny pencil eraser.

"That's my clit," Mel explained. "Now, this is the really important thing - you can't just go at it like an animal. For some reason guys always want to do that. But it's super sensitive. You have to warm it up first. Just gently stroke it."

I reached out and stroked it with my finger, running down the ridge. As it passed over the nub at the end, Mel inhaled sharply.

"For now, just stick to the hood above it," she instructed. "You can kind of take a couple of fingers, like this, and just rub them in little circles. Mmmm..."

I followed her example, gently brushing my fingers across her clit in circles. After a few seconds I stopped, and went the other way. Mel started quietly moaning, and I could feel her pussy getting even wetter.

"That's good," she said. "Now, if you want, maybe you could try that with your tongue."

I leaned my head forward, between her thighs, stuck out my tongue and gingerly flicked it across her clit, as I had done to her nipples.

"Yeah, that's it," she encouraged me. I felt her fingers running through my hair. "Now, speaking for me, if you want to really get me going, you can lick me all the way from the bottom of my pussy to the top. Just make your tongue flat and do it slow."

I followed her instructions, and felt her thighs tremble around my ears, as she moaned deeply.

"Fuck," she said. "Okay, now go back to the clit. You can put a little more pressure on it now. Try sucking it a little... yes that feels so fucking good. Just do whatever feels natural, okay? Try to pay attention to my body, though. It'll tell you what feels really good, and what doesn't."

I experimented with different ways of licking and kissing and sucking on her clit. I moved my head down, and licked back up again. I made a circle with my tongue around her whole pussy, and then pushed it inside her hole as much as I could. I'd heard something about saying the alphabet, so I tried that until she directed me back again to her clit. Her moaning was getting steadier, her breathing harder.

"Can you tell how hot you've got me?" Mel asked, panting.

"Uh, yeah," I mumbled into her pussy. It was getting even wetter than before.

"You're doing great... Really. Fucking. Great!..." she said. "Ready for the next thing?"

"Sure."

"Okay, I want you to put your fingers inside me. Two of them."

I did, and returned my mouth to her clit.

"There, Bill. Yes. You feel how wet I am?"

"Mhmm," I said, muffled by her pussy.

"Fuck!" she exclaimed. "Oh shit, that felt good Bill. Alright, now I want you to make a kind of come-here gesture, like this."

I gazed over her pelvis, to see her demonstration, and copied it inside her.

"Oh-oh!!" she cried out.

I mumbled something else into her clit.

"Oh my God! Yes!" she continued. "Keep doing that, Bill. Don't stop. Don't fucking stop what you're doing. Go harder, Bill. Harder! Yes!"

My tongue was now working furiously at her clit, as I continued to mutter and mumble loud excited nothings into her. Her pussy was making wet smacking sounds as my fingers moved harder and faster insider her. I found myself totally swept up in her excitement, responding to her body as much as her voice. Suddenly, her entire body tensed up. Her eyes squeezed tight, and I felt her pussy spasming hard against my fingers.

"Fffuuucckk," she half-growled, half squealed.

I sat back, admiring my accomplishment, as Mel's whole body shook and trembled. It took nearly a minute for her orgasm to pass.

"Jesus, Bill," she said finally. "I don't know what you're so worried about. If you do that for Jenny, she's totally yours."

"You think?" I asked, feeling more reassured. I lay down next to my naked roommate.

"I know it," Mel affirmed. "Shit. That was too good."

"Well, I aim to please," I said, jokingly.

"Hmm... looks like someone is ready to go again."

"What?" I followed Mel's gaze downward, and realized that I was at full erection again.

"Oh, yeah. Heh heh."

"Alright, this time we're going to fuck. You already came once, so you can probably last a bit longer this time. But if you feel yourself getting too excited before you're ready, you can stop and change positions, or just take a rest for a minute. Okay?"

"Yeah," I agreed enthusiastically.

Mel climbed over top of me, with her feet pressed against my hips. She reached between her legs, took hold of my cock and guided it to her thoroughly lubricated opening. Slowly, she let her body descend on it. She was incredibly hot and wet, and just amazing. I couldn't help groaning with pleasure as she took my full length inside her, and her ass came to rest against my balls.

"You feel good," she said, smiling down at me like an angel.

"You too," I replied.

She began to lift her butt a little way up, and let it fall back. She repeated this movement, with her hands on my chest, developing a slow steady rhythm.

"Don't just lie there like a dead fish, Bill," she said. "Do something."

"Oh, sorry," I apologized. I raised my hands to her breasts, squeezing them they as rose and fell above me.

"That's better," she said.

After a minute, she leaned forward and kissed me. I could feel her breathing hard against my face. The new position brought a new sensation. My hands moved around to her ass, spreading her cheeks. I tried thrusting my pelvis back in to her from this new angle, as she came down on me. Mel moaned. A few moments later, she sat straight up on top of me. I was deeper inside of her than ever. She began to rock her hips, grinding her pussy against me. I couldn't believe how great it felt!

"I think we'd better try a different position," I said, feeling myself getting close to cumming.

Mel got off me slowly, and I looked down to see my dick totally covered in her creamy juices.

"Stand up," Mel ordered.

I got up off the bed. Mel stood as well. She turned and bent over the bed, pushing her ass out at me. I moved in behind her, and pushed my cock eagerly back inside of her.

"You're in control now," Mel said. "You can vary the pace, or change the angle however you want. Just do what feels good."

I started off with slow strokes, savouring the feeling of going in and out of her pussy. Mel responded by pressing back against my cock, encouraging me to go deeper. Gradually, I picked up the pace. Mel made a little moaning noise each time I thrust into her. My movements became even faster, harder. Soon, my balls were slapping against her clit.

"Oh fuck," Mel said. "Fuck!"

With one hand, she reached between her legs to rub her pussy. With the other she clutched the bed sheets. I experimented with different angles, bending my knees slightly, or leaning over her, and observing how she responded. My hands were on her hips, pulling her back towards me with each crashing thrust.

It wasn't long before I felt the orgasm building again. The urge to explode in Mel's pussy was strong, but I willed myself to pull out.

"Oh shit," Mel said, breathing heavily. She rolled onto her back to look up at me, "You feel amazing. Keep doing what you're doing, and I'm sure I'll cum again."

After taking a few deep breaths to calm myself a little, we began again. I looked down, watching intently as my diamond-hard cock reentered the soft warmth of her pussy.

"You look like you're enjoying yourself," Mel observed, smiling. "That's good. Sex should be fun for both people. Some guys are all-business, but the best ones know how to have a good time."

"I am having a good time," I responded, smiling back, keeping my strokes leisurely. "I'm not even nervous."

"Good," she said. "You know, a lot of women like when you talk dirty to them."

"Talk dirty?"

"You know, like call them a fucking cum-slut or something. It can be a real turn on in the right situations."

I laughed.

"I don't know about that," I said. "That just doesn't seem right."

"Yeah," Mel agreed. "To be honest, I can't imagine you talking like that. But you could tell me how good it feels for you to fuck me."

"Sure," I said. "I could do that. You feel really fucking great."

"What feels great?"

"The way I just slide inside you," I said, starting to pick up the pace of my thrusts again.

"Why does it feel great?"

"You're so slippery, and warm, and... and... fucking wet."

"Yeah, you made me wet, with that big hard fucking cock of yours."

"You like how it feels in your pussy?"

"Mhmm. I want to feel even more of it. As deep as you can go."

"Oh shit!" I said, really getting into it. "I love being so fucking deep inside you."

We kept up the banter, as the pace of our fucking heightened. My hands wrapped around her thighs, as I thrust my cock deep into her pussy. I loved looking down into Mel's face, seeing her looking back at me with something like... well, not quite love... but maybe caring. I felt a real connection with her, and not just at the groin, though that was good, too. Her legs locked behind my back and she pulled me even further into her.

Our voices were becoming louder, more intense. Once again, I felt myself getting swept up in her pssion, and I think she was getting swept up in mine, too. We were feeding back into each other, like a microphone picking up its own sound. We were building to climax. I looked down, and saw Mel's swollen furiously hot pink clit, above my pistoning cock. Instinctively, I leaned forward, and began to rub it in circles.

"Fuck yes!" she cried. "Yes, do that! Don't stop."

I don't remember much of what else we said, it kind of faded into a steady stream of meaningless sex-babble between us. We might not have even used actual words. But we kept driving each other higher and higher. This time there was no stopping. This time, we were going to take it all the way.

"Oh-oh shit!" I said. "I'm going to fucking cum!"

"Yes," she shouted. "Give me that cum. I want to feel it inside me, filling me up."

That sent me over the edge. With one last thrust, I shot streams of hot semen deep into her pussy. In response to the feeling of my cock throbbing and pulsing inside of her, Mel arrived at her own second orgasm. She shuddered and shook, and let out a low loud guttural growl. The sensation of her pussy spasming around my still leaking cock was almost unbearably intense, but I refused to pull out. Instead, with my eyes squeezed tight shut, I pushed myself even further into her. Finally, I collapsed on top of her, and stayed resting inside of her as we both recovered from our orgrasms.

"That was amazing," I said.

"Yeah, it was pretty hot," Mel agreed. "It's hard to believe that was just your first time."

I didn't say anything about that. Why ruin the moment? Instead we just lay there, the only sound being our heavy breathing. Finally, as my erection faded, I pulled out. A trickle of our juices followed, running down Mel's leg. She grabbed a tissue from beside her bed, and wiped the mess from her thigh. She handed the box to me, and I took a handful to wipe the remains of our sex off of my gradually softening cock. The smell of us was still thick in the air. We repositioned ourselves, on the bed, next to each other with our heads on the pillows.

"So?" Mel asked. "Did that help with the anxiety? Do you feel better about meeting Jenny?"

I realized I'd been so focused on Mel, and what we were doing together, I hadn't even thought about Jenny for the past forty minutes or so. Quickly checking with myself, I surprisingly discovered that I didn't have same level of terror I'd been feeling all week.

"No," I answered. "Thanks."

"If you can do for her what you just did for me, you won't have anything to worry about," Mel assured me. "There's just one more thing..."

"What?" I asked.

"If she wants to take you out to get you new clothes, you fucking get new clothes," Mel said sternly. "Got it?"

"Alright," I agreed.

Mel's serious face broke into a just-kidding smile, and we both laughed. Then she turned towards me, and rested her head on my chest. We stayed that way for awhile, doing nothing but gently caressing each other with the tips of our fingers.

When I finally got up, got dressed, and left Mel's room, Kris and Bri were sitting in the living room watching TV. They watched me as I descended the stairs on my way back to my own room.

"So," Bri asked. "Did you apologize?"

"Yeah," I said, feeling slightly embarrassed. Had we been too loud? Had they overheard us?

"And everything is alright now?" Kris asked.

"I think so," I replied.

"Good," they both said together.