"Are you nervous?"

"A little."

"Do you trust me?"

Kelly nodded, her hazel eyes looking into his, timid and scared, but willing.

"Are you sure he won't find out?" she asked, anxiously, her heart beating faster than ever, a huge knot in her stomach.

It was his turn to nod, and smile at the stunning girl sitting beside him. Kelly was beautiful, tall and skinny. A true knockout. "I'm sure." he gazed into her hazel eyes. He had wanted this for so long. He was ready, and tried to keep his patience with her.

She leaned in to kiss him, feeling his tounge caress hers. They kissed passionatly for a few minutes, then abrubtly she pulled back and turned.

"I'm sorry, Tony" she managed to gasp, through tears, "I can't do this."

"It's okay" he said, as he moved toward her and tenderly rubbed her back with one hand and took hers in the other. As she cried he eyed her large breasts. How baddly he wanted to touch them, to squeeze them and feel her soft flesh in his hands, to lick and suck on her pink nipples. He could feel himself growing hard and hoped that she wouldn't notice.

Kelly cried, softly, as she thought about her boyfriend, Mike. He was such a good person but she had been attracted to Tony for so long. She had to have him for one night. She hoped that if she did her feelings for him would go away and her and Mike could stay together. He'd never find out and she would be happy. But for some reason, she just couldn't do it.

"What can I do to make you feel better?" he asked, desperatly hoping she'd tell him what he wanted to hear.

"I don't know", she frowned, "I feel terrible about Mike."

"What if you just pretend this is a dream?"

"Would that work?"

"There's only one way to find out" he smiled, mischeviously, and kissed her.

Kelly closed her eyes and kissed him back. The whole thing did feel like a dream to her. She had fantasized about Tony enough times, masturbating to thoughts of him whenever Mike wasn't home. She had cum to the thought of him licking her pussy. This was no different, she rationalized to herself, this means nothing.

Tony's dick was growing so hard, he felt as if he might cum the second she touched it. His hand moved from Kelly's face, to her neck, to her chest, and finally to her heaving breasts. He slid his hand into her tight camisole and cupped one, squeezing rhythmically to the pattern of their kissing, which had gotten faster and more intense. He heard her moan, and it turned him on even more. He slid the other hand slowly down past her flat stomach, undid the button on her jeans, and unzipped her fly. Her jeans were so tight and hard to get off but he managed to slide them down her thighs and pull down her black g-string to reveal her shaved pussy.

Kelly's hands wandered down Tony's body. She wanted to explore every inch of him. He was gorgeous; tall, tan, muscular. She took off his jeans and boxers and smiled upon the sight of his thick, hard, cock. She was so wet now from Tony's passionate kiss, she didn't once think about Mike.

"Are you gonna put it in your mouth?" he smiled.

"It depends," she teased "Me first."

"Lay down" Tony demanded, and positioned himself above her in a sixty nine position. Without waiting for her response, he thrusted his dick into her mouth. It felt so good, wet and warm on his 7 1/2 inch cock. He then proceded to lick her dripping wet cunt, all the while thrusting in and out of her mouth.

Kelly moaned, despite the massive dick being wedged down her throat. Mike was never this forceful with her. It turned her on. Tony licked her pussy so well, much better than Mike. It felt amazing as he fucked her soaking pussy with his tounge.

Tony, realizing he was close to cumming, pulled out of Kelly's mouth. He wanted to fuck her, and knew if he came now, he may never get the oppertunity to hook up with Kelly again. She loved Mike very much. Tony was thankful he had even gotten this far with her. Slowly, he inserted his dick inside of her. She screamed, he wasn't sure out of pleasure or pain, and then moaned. She was so wet and tight and the first few thrusts took great effort. Mike must be small, Tony thought to himself, and smiled in pride.

Kelly was moaning and screaming as Tony's dick thrusted in and out of her. It felt amazing. Her legs shook and her nails dug deep into Tony's back.

The two fucked hard, both dripping with sweat, sighing and moaning.

"Fuck me, Tony."

"Oh, Kelly, fuck, your cunt feels good."

"mm, harder Tony, I'm gonna cum soon"

"me too, oh my god, Kelly"

At the same time, both came, hard. They lay, still naked, Tony's now soft dick still inside of her, sighing and panting.

Kelly smiled. That night she would call Mike and tell him  She didn't care if he dumped her, she realized, if she wanted Tony there wasn't much of a relationship.  Besides, Tony was a way better fuck.