She had spent all of her life running, running from her past, running from her future, running from things that would scare her so badly she felt like she could not breathe. One of those things she ran so desperately away from was love. She had seen what it could do in the past, what it did to her family, her friends and occasionally even to herself when she would stop running long enough. It was never a pretty picture. Just like almost everyone else in the world, Lynn had some pretty deep emotional scars. Unfortunately, she used them as an excuse not to let her guard down.

Over the years very, few people did break down those defenses and saw past the illusions she fabricated. She was so afraid of getting hurt again that as soon as someone got too close she would shut down. The fear was too real for her. After the years she spent trying to recover from the damage of the emotional terrorist she wasted a year and a half of her life on, her self-esteem remained shattered. It seemed as if nothing would ever put the pieces back together.

When Michael drifted into her life, she never suspected that things would change so quickly. There was just some inexplicable reason she felt so connected to him. She had never been as comfortable with anyone in her life as she had become around him. It was the first time she felt like she could be herself around anyone. When he started to break down those defenses she clung so dearly to, he would not let her run away. What surprised her most was that she did not even want to run from it. She was so lost in the excitement and fun that she forgot about what she had been trying to avoid for so long and just let herself go.

He had been hurt many times as well. Both of them had sworn off relationships because of the broken hearts in the past. Neither of them wanted to go through that pain again. Instead of just pushing people away like she often did, Michael hid behind an almost impenetrable shyness. With her that boundary around his heart seemed to melt away as easy as the morning sun melts the autumn frost.

Days turned into weeks, and that connection that was so strong between them, began to grow more intense. Neither of them would ever be able to pinpoint the exact moment it happened. All they knew was that it did happen with such ease that they did not see it coming. They could talk about anything and it would still be all right. There was nothing Lynn could not share with him. Slowly, she began to show him her scars. All Michael could do was tried to comfort her and assure her that she deserved better. He, too, began to open up, revealing things he had not told another living soul.

It was not until a cold Saturday afternoon that things suddenly began to change between them. She showed up at his apartment to spend the day with him. Michael gave her a hug like the ones he had given her many times before, but something felt different today. Lynn dismissed it as just having missed him more than she normally did lately. As they sat down on the sofa to talk, he sat closer than usual. Something like that typically would have made her uncomfortable very quickly. Today, it did not even register to her.

While they were talking about what they had been up to, it happened. It was the moment that would change everything. It was like a fairy tale. It all happened so quickly. Their eyes met and neither could say a word. In the silence, it was as if their hearts cried out for one another. Michael moved a little closer. As he leaned in, Lynn's eyes closed. The kiss was so soft and delicate but filled with such a passion that neither of them could deny it any longer. They both knew right then and there that this was meant to be.

He pulled her closer to him. His body felt so good against hers as his arms wrapped around her. She felt so safe. The kiss deepened, becoming more passionate by the second. Her hand gently rested against his shoulder, holding on to him tightly. Part of her was afraid that it was all just a dream and that she would wake up any moment. She pulled back slowly, breaking the kiss and looking up into his eyes. Her heart felt as if it would burst right out of her chest. The words would not come out. They could not. It was too soon. It would change everything and possibly destroy it.

He caressed her cheek as he looked into her eyes. It felt as if he was staring into her soul. It was the closest she had ever felt to another person in her life. A slight smile crossed his lips. That was the moment she knew that it was no longer just a friendship. Her lower lip quivered as she tried to force the words out. He did not need to hear them. He could see into her heart.

He leaned in, pressing his lips to hers once again. All of her defenses melted away, letting him not only touch her body but her soul as well. His hand slipped down the center of her back, resting gently against the small of her back as he pulled her harder to him. She offered no resistance to his advances. He broke the kiss, releasing her from his grasp for a moment. Lynn feared that something had changed in that moment, that now he did not find her desirable. Much to her surprise, Michael leaned down, scooping her up into his arms and carrying her to the bedroom. Her arms wrapped around his neck as she gazed into his eyes. That was when they both became completely certain that this was right.

Michael laid her down upon his bed, staring at the beautiful creature before him. Deep down he had longed for this moment for a very long time, but never before could he act upon the feelings. Lynn bit down lightly on her lower lip as she shyly looked up at him. He moved onto the bed, lying down next to her. He propped his head up on his hand as he looked at her. The overwhelming urge to kiss her once again surfaced. Michael kissed her softly once again, moving on top of her. Lynn's eyes fluttered shut as she wrapped her arms around him, pulling him closer to her.

His hand rested against the soft curve of her neck as he kissed her. Very slowly, he began to move it down along her collarbone and toward her breasts. He felt her chest rise and fall faster as the desire inside her grew stronger. Finally, his hand came to rest upon her right breast, massaging it softly as they continued to kiss. Lynn moaned softly into the kiss, urging him to continue you. His hand slipped down, tracing along the soft cotton t-shirt before slipping under it.

Lynn drew in a deep breath as she felt his hand against her bare skin. The softness of his touch sent shivers through her as his hand moved back toward her lace-clad breast. The moment they shared was more beautiful than either of them could have imagined it would be. Each breath Michael drew filled him with the soft scent of her perfume. His lips left hers, trailing from her cheek to her jaw line and finally down to her neck. Her head moved to the side, giving him full access to her neck, something that many had been denied. He was delighted as he heard the soft whimper as he began to kiss her warm skin. Her body reacted incredibly to each touch of his lips against her. He continued to cover her neck in delicate kisses before reaching the edge of her shirt.

Now that Michael had gotten a taste of her, he needed more. He eased up onto his knees and stared down at her. He took the hem of her shirt in his hands and slowly began to slide it up her body. Lynn sat up slightly, allowing him to slip the garment off her. Despite how she felt at the moment, her self doubt shown through. Michael's eyes never left hers as she stared up at him self-consciously. His hands moved around her torso, unhooking her bra. Her hands immediately moved to cover her breasts as she laid back. Michael took her hand in his, as sadness filled his eyes. He shook his head slightly.

"Please Lynn, trust me. I do not want you to be shy around me. I think you are beautiful," he sincerely said.

It took all the courage had for Lynn to move her hands. The constant degradation from her ex boyfriend had left her so ashamed of her own body that the thought of exposing herself to someone she now felt so deeply connected to awoken a deep terror inside her. Michael leaned down once again, caressing her smooth skin as his hands pushed the straps of her bra off of her shoulders. His lips met her flesh again, kissing across her collarbone and slowly down her chest. He took his time, savoring every inch of her as he removed her bra.

Lynn's breath came in ragged bursts as each kiss breathed new life into her. She could slowly feel the doubts slipping away as he continued to worship her body an inch at a time. Her fingers intertwined with his hair as she ran her fingers over the back of his neck. A loud moan slipped from her as his lips latched on to her distended nipple. The soft suction from his mouth and the gentle caress of his tongue were driving her wild with desire. She had never experienced such pleasure before with anyone and now she knew she had to have more.

He continued to suckle her nipple as his hand slipped down her stomach, inching toward her jeans. She could feel his erection pressing against her through their clothing as their need for each other intensified. Fear mingled now with the desire he had awoken in her. His mouth left her breast, kissing across the valley between the two fleshy mounds toward the erect center of her left breast. Soon the tiny nub was given the same delicate treatment as the other as his fingers fumbled with the button fly jeans. Her hand moved to his, pulling it away from her pants. He promptly stopped, looking up at her with a puzzled look on his face. He was clearly worried that he had overstepped bounds with her.

She leaned up, kissing him softly as she pulled his shirt slowly off. She pulled him back down with her, running her fingers slowly over his spine. Her nails lightly brushed along his skin, sending chills through him. She broke the kiss, laying back and smiling at him. Her hands gently pushed him away, encouraging him to lay back. She slithered from under him, sitting on the edge of the bed as she watched him relax. Her hands moved quickly to his pants as she started to unfasten them. She felt in control again, pushing her vulnerability aside as much as she could as she tried to detach herself from her emotions. She knew it was the only way she could survive this.

He lifted his hips off the bed as her fingers hooked under the waistband of his boxers. She slowly removed both articles and laid them at the foot of the bed. He watched her closely. He could almost see a physical change in her as she moved between his legs. He understood what she was doing, and no matter how much she tried to succeed, he could not let her. He watched the transformation of her movements, seeing the old defenses immerging. As her fingers wrapped around his swollen shaft, he let out a pleasurable sigh. Her skillful touch was almost too much for him. She leaned in closer, letting the tip of her tongue trace over the smooth warm flesh at the head. She made tight little circles over it, letting each one expand slightly before she allowed the head to penetrate her warm mouth.

He groaned softly as her tongue tickled his flesh, making it even harder for him to concentrate. He wanted the feeling to continue but he knew if he let her build that wall again, the connection they had shared would be cut off completely. His hand landed tenderly against her jaw, lifting her face as he pulled her away from his engorged shaft. He could see the fear in her eyes as she tried to evade his gaze. He sat up, pulling her body to his and hugging her tight. She did not understand why he was doing this. She tried to pull out of his embrace but he held on tight, brushing her hair away from her face as he looked into her eyes once again.

"What do you want from me?" she asked in a broken voice. "What do you want?"

He could see the tears starting to form in her eyes as she awaited his answer. She was terrified that he had suddenly found her unpleasant. Her lower lip quivered almost undetectable. He stroked her cheek as he smiled at her. She felt rigid in his embrace. The fear and self-doubt had once again reared its ugly head.

"I want to make love to you Lynn. I just want to love you," he whispered.

The tears streamed down her cheeks as she looked at him in disbelief for a moment. She could tell he was truly sincere. Lynn buried her face against his chest as he held her. It took all she had not to completely break down. No one had ever used those words with her. No one had ever made love to her before. She was unsure what to expect. She lifted her face, looking up into his eyes once again. He just smiled at her, wiping away her tears with his fingertips. He felt the stiffness slipping away as he laid her back down against the bed.

Her eyes never left his as he began to undress her fully. Like a child, she sought his guidance, his reassurance. He loved her deeply, that was evident in everything he was doing. She drew in slow controlled breathes as she felt his hands begin to tug on her jeans. She lifted her body slightly, allowing him to remove them completely. The thin white thong that covered the smooth skin remained in place. He moved over her once again, and began to kiss his way down her body. Her soft gasps and moans made it clear that she was surrendering to the feelings she feared most.

She could feel the warmth of his breath against her skin as he moved down slowly toward the tiny patch of fabric that covered her sex. The scent of her made his mouth water. Even through the material of her panties, she could feel the warmth of his lips as he kissed down them. Her legs spread for him slowly, still a bit reluctant about letting herself go. He could see that she was finally accepting what was happening, that she was opening herself up to him in a way she had not opened herself to anyone in a very long time. He kissed along the edges of the panties, feeling the soft skin against his lips.

Her breathing was becoming noticeably labored as the urgent need began to build inside her. She tried to sit up, to make him let her please him as well. He just shook his head as he looked at her. She parted her lips to speak but was quickly stopped as he put his finger to her lips.

"No Lynn. Please, I want this. I want to make you feel like you have never felt before. I want you to lie back down and enjoy it as much as I am enjoying doing this," he said reassuringly.

She nodded, laying back as he returned to what he was doing. His lips grazed her panty-clad lips, making her shiver with pleasure. Slowly his tongue traced over the little pearl just above them. Lynn ached with desire for him. His tongue dipped down, dragging over her lips again. She squirmed, feeling him push the fabric harder against her flesh as it became increasingly wet. His fingers hooked into the sides of her panties and eased them down slowly. His palms glided over her thighs and down her legs as he removed the final barrier between them.

She could see a hunger in his eyes when he looked at her. He lowered his head, his tongue immediately moving over her soft swollen lips. She moaned loudly as she felt the thick fleshy flaps part and his tongue push into her. Once he had a taste of her, he could not get enough. His tongue darted in and out of her, lapping at the sweetness she secreted. She gripped handfuls of the bedding beneath her, clutching the sheets as his touch gave her such pleasure. His nose rubbed gently against her clit, sending her into the first shuddering orgasm of the night. Michael eagerly swept every drop of the delicious fluid into her mouth with his tongue. His lips then moved over her clit as he brought his finger to the moist slit.

Slowly he pressed into her, letting his finger slip in deeper as she moaned loudly. Lynn murmured as she writhed against the bed. He added a second finger, easing it in patiently before turning them. He curled his fingers slightly, feeling for the spongy spot on the upper wall. His fingers moved in and out of her slowly, grazing that spot with every pass. His tongue swirled against her throbbing little bud as his fingers teased her velvety folds.

He listened to each soft sound she made, noting every nuance in his mind as he learned exactly where to touch to elicit a specific reaction. Lynn's body trembled under his skillful manipulations of her flesh. In her lifetime, she had never experienced something so special and so pleasurable. She could not explain it if she had to. There were no words that could even begin to describe what she was feeling at that moment. Quickly, he drew out another intense climax from her.

He sat back on his heels, smiling at her, his lips and all around his mouth glistening with her wetness. She stared at him in complete awe. He could see a fire in her eyes now that raged, destroying any self doubt that had remained. He licked his lips, still savoring the taste of her. Before he could lick the honeyed juices from his fingers, she took his hand in hers. She guided Michael's fingers toward her mouth, letting her tongue dance over the damp digits before sliding them between her lips. She suckled softly as she stared up into his eyes, continuing to clean the taste from his fingers.

He moved over her as she laid back. Her arms snaked around his neck as she pulled him down to her. The kiss was the most passionate they had shared. Her tongue slipped between his lips, seeking out more of her own taste upon him. Her hips moved, lifting and lowering slightly as she felt the tip of his manhood against her moist flesh. Their moans mingled as they kissed, hands exploring every bit of flesh they could. Her lips were parting again as the head of his swollen shaft nestled between them. He pushed in slowly as her hips rose to meet his.

The sounds of their passions increased as their bodies moved as one. His mouth left hers, kissing back to her neck once again. Her muscles milked him as his rigid cock worked slowly in and out of her. Her moans became more passionate as her body crushed against his. Her nails raked lightly down his back as she bucked into him. His teeth caught her flesh between them, nipping gently at her neck. He groaned as he felt her body react, her muscles clenching around him.

Her breathing became frenzied as she started to grind her hips against his. Again, she was shaking, caught in the grips of an intense orgasm. Her muscles spasmed around him, bringing him closer to climax. Michael fought with all his might to keep from losing control. It felt too good to be inside her like this for him to let the feeling end so quickly. The sound of his voice in her ear urged her on. Her voice filled the room as she reached new heights of pleasure.

Her nails dug into his flesh as her body writhed beneath him. He looked down into her eyes as another orgasm blossomed. Her soft panting breathes mingled with her moans as she stared back at him. It was more than he could take. Michael's pace quickened as the throbbing became unbearable. In an instant, her womb was flooded with his seed. He collapsed against her as they rode out the intense waves of pleasure.

With his head resting on her chest, he could hear her heart pounding. Once they both were starting to calm down, he raised up, resting his weight on one elbow. His fingers brushed over her cheek as they gazed into each other's eyes. Michael had accomplished the impossible. Not only had he fought past all of the painful emotions of her past and his shyness, he had managed to connect with her like no one else had ever done. In that moment, Lynn felt something she had never felt before. Despite the thin sheen of sweat that covered her body, the mass of tangles her soft auburn hair was in, and all of her former misconceptions that led her to see herself as a hideous monster, Michael made her feel beautiful.