pe when I heard a knock on the door. When I looked out the window, I saw my 16 year old neighbor, Amber, standing there soaked to the bone. Now Amber and I have gotten along fine through the years, but we aren't really friends. We just always hung with different crowds.

I couldn't just leave her out in the rain, so I opened the door.

“Hey Amber. What are you doing here in this weather?”

“Hey Todd. I was out with Samantha, and when I got home, my parents were gone and the door is locked and I forgot my key.”

“Well come in and dry off.” I stepped away from the door to let her in, noticing how her cotton t-shirt clung to her.

Amber isn't the most beautiful girl in our school, but she isn't ugly either. She has an average body, with about 34 b tits and an ass that is perfectly squeezable. She always has her share of guys asking her out, but the most amazing thing about her is her smile. It will just melt your heart.

Looking at her and smiling, I said “you know where the towels are. Why don't you go and get one and dry off. I have some sweats in my dresser that you can put on and then we will dry your clothes.”

So, giving me that wonderful smile of hers, she headed off down the hall to get dry and changed.

I didn't think anything of it until about 15 or 20 minutes had passed and I hadn't seen her come back. I figured I should go and see if everything was ok. So I headed down the hall looking for her. As I came to my room, I noticed that she was laying across my bed, facing away from the door, wearing a pair of my sweats and no top. She had the sweats pulled down slightly so that the top of her ass was showing, and she was totally engrossed in one of my porn mags. She must have found it while she was looking for a shirt to put on.

I stood there, mesmerized, for a few minutes as I realized that she was rubbing her pussy.

I quietly crossed the room and said, “that is one of my favorite mags.”

The sudden sound of my voice startled her, and she just about jumped right off of the bed. She was so embarrassed, she started to cry, while apologizing for going through my stuff.

I knew she was mortified, so I pulled her to me and gave her a hug, realizing that she still had no top on.

She realized the same fact at about the same time, because she pulled away and used her hands to cover her tits, while trying to get up off of the bed.

I reached out and grabbed her arm, stopping her.

“Amber, I'm sorry. I didn't mean to embarrass you. I just saw you laying there, and you were so very sexy.”

She stopped crying and was just sniffling. She gave me that smile again.

I smiled back and pulled her to me to hug her again. This time, she returned my hug, uncovering her breasts and pressing them against me. The only thing separating us was my shirt. I could feel her nipples getting hard. I don't know if it was because she was getting cold, the fact that she was embarrassed, or the fact that she was turned on.

I looked down at her face and smiled, kissing her lightly. To my surprise, she didn't pull away, but returned the kiss.

By this time, I was getting turned on. My cock was already hard from watching her. So I decided to take a risk, and moved my hand down her back, rubbing with just my fingertips as we kissed. To this, she just moaned into my mouth.

I took this as a good sign, and decided to move my hand further down, rubbing her ass over the top of the sweats. Everything was still good, until I tried to slip my hand inside the sweats to feel her ass.

This time she pulled away and stood up, moving toward the dresser, undoubtedly to find a shirt.

I stood and walked up behind her, wrapping my arms around her waist, and kissed her neck. She tried to pull away, but I held her. I wasn't going to force her, but I didn't want to give up either.

As I continued to kiss her neck, I could feel her stop pulling away and finally she sighed and reached back and rubbed my head.

Taking this as my cue, I slowly moved one of my hands up to her tits, massaging gently and using the tip of my finger to make circles around her nipples, making them hard.

My other hand was rubbing small gentle circles around her stomach, slowly making it's way to the top of the sweat pants.

By now, she was starting to breath harder. Each time I would touch her nipple, she gasped.

As my other hand made it's way inside her pants, she tensed up. Worried that she would pull away, I whispered in her ear, “don't worry. I'll stop anytime you want”. This seemed to help, because she relaxed in my arms, leaning against me.

I was kissing her neck and shoulders. One hand was toying with her tits and nipples. The other hand had found it's way just between her legs.

My fingers seemed to have a mind of their own as the lightly began to explore between her lower lips. One of them brushing over her clit, making her gasp and almost jump.

I continued to tease her clit for a few seconds, maybe a minute. Then I slowly moved my finger down till it found the entrance to her wet tight little pussy. She was so tight that my finger had trouble getting just inside the opening.

When she tensed up, I realized that she had never been touched like this by anyone.

“Amber, are you a virgin?”

“Yes I am.” she replied.

“Do you want me to stop?”

Her answer was to turn facing me and kiss me deep and hard. I had seldom been kissed with such passion. I knew then that I was the lucky man that would get to be the first to fuck her.

I wanted this to be wonderful for her. So I picked her up and carried her to the bed, laying her down. Then I slowly slid the sweatpants off of her. She didn't try to stop me. She just looked at me with that smile of hers.

What I saw before me was the sexiest girl I had ever seen. All of a sudden I wandered why I had never noticed her before.

I pulled her to the edge of the bed and knelt down, with her legs draped over my shoulders. I started by kissing up and down her legs, biting and licking as I went.

Then, as I made my way back up her legs, I finally let my tongue touch her clit. She jumped a little at that, but as I continued to lick and suck her clit, she began to moan and wiggle slightly.

While I was sucking on her clit, I began to rub my finger over the entrance to her pussy, slowly letting just the tip slip inside.

I was slowly making progress getting more and more of my finger inside her. I was humming into her clit, sending little vibrations through her body. She must have loved this because she was writhing around, and moaning.

“MMMMMM. Todd.... ooohhh”

Finally after a few minutes of this, I managed to start slipping a second finger inside of her. I didn't want to hurt her, but I had to get her opened enough to allow my cock inside.

I had to have her juices on my tongue, so I began to lick up and down her pussy, between her lips. As I did this, I moved one of my fingers to her clit. I was rubbing it, gently, between my finger and thumb. My tongue finally found the entrance to her pussy and slipped inside. Now I had my tongue and fingers inside her, fucking her.

She couldn't take much of this. She started to thrash around, moaning loudly, and calling my name.

“mmmmmm oooooohhhhhh gggooodddd T T T TOODDD..... I I'm g gonna ccccum...”

With that she flooded my mouth. She came so much that it soaked a big spot of my bed. My hand and face were covered with her sweet, sticky goodness.

I kissed my way up her body and lay next to her, smiling.

As I kissed her lips, I felt her hands move to my pants, undoing the button and zipper. I leaned up to help her take them off of me, along with my boxer briefs. Then I removed my shirt so that we would both be completely naked.

As we were kissing, our hands were roaming over each others bodies. I could feel as her hand finally made contact with my cock. I was hard as I ever had been.

It was obvious that she had never touched a real cock before. She was shy, almost scared to touch it.

I took her hand and wrapped it around my cock and showed her how to rub it up and down.

“This the first time you ever held a cock?”

She looked down blushing. “Yes it is.”

I kissed her, and as we kissed I let my hand find her pussy again. We laid there for several minutes, playing with each other, letting her get used the feel of my cock in her hand.

Finally, when she was ready, she looked at me and smiled.

“Will you fuck me Todd? Will you make me a woman?”

My answer was to roll her over on her back and move between her legs.

I positioned my cock at the entrance of her pussy and pushed gently. She was so tight that it hurt both of us when the head finally entered her.

I stopped pushing and kissed her, while she got used to having me entering her.

After a few seconds I began to push again. This time, even though I could tell it hurt her, she asked me not to stop. So I pushed into her until I met with her hymen. I stopped when I saw the look of pain and fear on her face.

“Do you want me to stop?”

“No Todd. Please don't stop. I'll be ok.”

I pulled back just a little and pushed harder, so that I could break through and cause a little pain as possible. When I felt her hymen give way, I stopped and looked down at her.

She was crying a little, but when she realized I was looking at her, she tried to give me that smile.

I just leaned down and began kissing her, not moving. I gave her time to get used to my size and having me buried inside her tight little pussy.

Before long, she was moving around under me and I took that as my cue to start making love to her.

I began to move in and out of her slowly at first. As I moved, I leaned down and kissed her neck and shoulders, making my way down to her tits. I sucked on her nipples, biting them gently. As I did this, I could feel her pushing her hips up to meet me.

I gradually began to pick up my pace. Before long, I was fucking her full on. Ramming my cock into her pussy. She was matching my every movement.

I would slide my hand between us to rub her clit and she would take her tits in her hands and play with her nipples. That turned me on even more than I had already been.

After about 5 or 10 minutes, I knew that I was going to cum very soon.

“Amber, I'm getting close to cumming. Do you want it inside you?”

“Yes Todd. I'm on the pill.”

I continued to fuck her hard, biting her neck and her ears and her nipples. Soon I could not hold back any longer. I slammed my cock into her as I tensed my whole body.

“Here it cums Amber. Oh my god, it feels so good.” I came filling her tiny little pussy to over flowing.

After I was done, we lay there with my cock still inside her as we kissed and held each other. When my cock had shrank enough that it slipped out of her, I got up and went to get a towel and warm rag to clean us up.

As I was wiping the cum up that had run down her ass cheeks, she smiled that smile of hers. When I saw it, all I could do was smile as my cock got hard again...