I looked up at my girlfriend, dressed only in her black boxers, and smiled shyly, feeling a little self-conscious. Rachel smiled back at me, and I felt myself relax a little. Her gaze fell to my chest as a pale hand easily unclipped my bra. I shivered, embarrassed, when she removed the cloth. Rachel smirked when she noticed my hard nipples. I just blushed.

She reached out, gently cupping my breast in her hand. I could feel callouses there; her hands, I think, were the only part of her that was not soft and smooth.

I gasped softly as she palmed my chest, my nipple resting in the crook of her middle and ring fingers. Rachel lowered her head to my other breast, just barely brushing her lips against it. I arched my back a little, eager for her to get on with it. She chuckled softly before taking my nipple into her mouth. I moaned softly at the intimate contact, shivering when she pulled away to gently blow on it. All the while, her hand kept time at my other breast.

Rachel pulled up slightly so she could look at me. I watched as her darker eyes flickered from my chest to her own; a slightly embarrassed look appeared briefly in her gaze. I could guess why.

I slipped down so that I was farther under her. I leaned up, taking her breast into my mouth and gently groping the other with my hand. I smiled against her nipple when I heard her soft groans and barely-audible whispers of my name. Her thin fingers threaded themselves into my hair.

After a few moments, Rachel gently pulled me off and kissed me softly, stroking my tongue with her own. I gave a tiny moan into her mouth, and she reluctantly broke the kiss. I watched her carefully as her fingers slowly pulled down my panties. I blushed a little as her intense gaze pinned between my legs. She smirked slightly, before leaning down to nibble my ear, making me shiver.

"A natural redhead?" she laughed softly, her breath tickling my skin. "Sexy." My blush worsened.

Rachel then kissed me so tenderly that I froze in surprise. "Have you ever done this before?" she asked softly, looking me in the eyes.

"Once," I whispered softly, remembering the boy that had taken my virginity. He hadn't known what he was doing, and it showed. "It hurt." I gazed at her fearfully.

"I'll be gentle," Rachel promised, hugging me comfortingly. "If I hurt you or go too far or anything, just tell me and I'll stop." I nodded, hearing the honesty in her voice. I leaned up to kiss her again.

Rachel's warm hand slipped between my legs, slowly rubbing my wet slit. I gasped against her lips at the touch. My body instinctively stiffened, and Rachel broke away to look me in the eyes. I was a little scared, but I trusted her. I gave a tiny nod and she kissed me again.

I moaned into her mouth as she gently stroked my clit with two fingers. After a moment, her fingers went lower, running them along my entrance. When Rachel gently spread my lower lips, I broke away to watch her.

A loud groan escaped my lips as she slowly slid a finger inside me. Rachel bit her lip a little at the noise, slipping a second finger into my slit. My nails bit into the backs of her shoulders. "You alright?" she asked softly, looking a little worried. I just nodded, even though I felt a somewhat uncomfortable tightness around her fingers.

Rachel gently drew her fingers out of me before sliding them back in. I arched against her hand with a moan. I shuddered when her thumb lightly teased my clit.

"You feel so good, Jessie," she whispered softly, slowly pumping her fingers in and out of me, drawing my wetness out of me with every thrust, ensuring that her fingers were properly lubricated for me. I pressed my hips against her hand every time she went inside me. "Do you like this?" she asked me, voice low with her own arousal.

"Mm-hm," I moaned softly. Rachel curled her hand a little, palming my clit. I bit my lip hard, drawing blood. I felt myself tightening around her fingers. "Please," I whispered softly. Her hand moved a bit faster, making me moan louder.

"Oh god," I squeaked out, feeling myself buck against her. "I... ah... Rachel!" I screamed, before biting down hard on her shoulder to stifle my cries. She growled at the bite.

After a moment of utter ecstasy, I collapsed back, feeling rather drained. I opened my eyes slowly – my eyelids felt heavy – just in time to watch her licking off her wet fingers. She smiled when she caught me staring.

"Enjoy yourself, darlin'?" she whispered, grinning at me. I closed my eyes again, nodding vigorously. Rachel laughed softly at that. "Want me to make it better?" she purred softly. My eyes opened widely at that. I stared at her in disbelief for a moment, before nodding a little. She smirked and began kissing my throat. I shivered when she licked the sensitive spot behind my ear.

Rachel slowly kissed a path down my body; I felt myself getting wet again as her lips got closer to the junction of my legs. When she placed a hint of a kiss on my clit, I gasped in pleasure. Her warm hands gripped my hips, keeping them down. She slowly ran her tongue down my slit, making me shudder. I wanted to buck against her mouth, but her hands easily kept me from doing that. Rachel licked me a few more times, almost curiously. The feeling of such... intimate touches made my mind drift off. My fingers slid into her hair, keeping her close.

I froze when the icy metal of the stud in her tongue just barely brushed against me. The shock of cold against my hot clit made me whimper. I could feel Rachel smile against me. She gently sucked on the nub and I cried out, back arching a bit. My entire body jerked as she barely flicked the piercing over me again. She finally released me, her tongue lightly teasing my entrance instead. Rachel slid into me, just a bit. It was enough to make me start pleading softly, trying (and failing) to press myself against her more.

"Rachel, please," I gasped as she gently worked her tongue over me. I could feel myself getting almost uncomfortably wet under her touch. "God..." Her hot tongue flicked at my clit; I was starting to feel the growing tightness that accompanied my first orgasm. "Rachel, please..."

Rachel chuckled softly against me, the vibrations of her low, alto laugh making me twitch with pleasure. When she pressed her tongue stud against me another time, I lost it. My back arched as I screamed, fingers clenching in her hair, even if she didn't seem to be moving any time soon. Finally, I collapsed again, panting. I knew I was blushing darkly.

Rachel crawled back over me, kissing me hotly. I gave a muted whimper when I tasted myself on her lips and tongue. She gave me a moment to recover before teasingly asking, "How was that?"

"Incredible," I sighed, running my hands over the backs of her broad shoulders and down her back. She shivered a little at the touch. I glanced down at her body, noting that her breasts were tinged pink with arousal. Something then occurred to me; she's gotten me off twice and I haven't touched her once. I intended to fix that now.

Pulling her into a gentle kiss, I placed my hand on her stomach. My fingertips absently rubbed Rachel's warm skin, enjoying the way she quivered just a bit under my touch. She made a soft noise as I slipped my fingers into her black boxers. To my surprise, I found that she was completely smooth there, too. The rocker moaned into my mouth as I shyly caressed her slick lower lips, enjoying the feel of her hot wetness on my fingers. I broke the kiss, staring into her dark eyes. My free hand lightly tugged at her boxers, and Rachel easily pulled them off herself.

I stared, a blush rising in my face, at the sight of her completely bare sex. I bit my lip a little when I saw how wet she was. She really wants this, I surmised. I gently rubbed her there, not really sure of what I was doing, and playfully lapped at her pale throat. She groaned softly when the tip of my finger brushed against her clit.

I stroked her slowly, watching my own hand touching her. The sight aroused me more than it should have. I could feel her shuddering above me, could hear her soft groans and quiet pants. I slid two fingers into her entrance and she moaned a little louder. I gave a tiny moan at the feeling of her slick inner walls clutching at my fingers. I fingered her gently, unsure of whether I was actually getting her off or if she was faking it. I curled my fingers inside her and Rachel gave a soft cry, eyes closing tightly.

After a moment, her entire body jerked and she barely gasped out my name. I shivered at the desperate lust in her voice. Rachel fell back on me, panting softly as she recovered. Her weight was almost crushing, but I liked it. Her breasts were pressed tight against mine, our legs entwined. I glanced down at my now-wet hand and hesitantly brought it up to my face. The scent of her excitement was almost overpowering. I shyly began licking my fingers off, remembering how Rachel had seemed to enjoy it. She watched me curiously, and I blushed a little at her intense gaze.

My brow furrowed in confusion when she took me by the wrist. Then my eyes widened as she sucked her own wetness from my fingers. She kept her dark eyes trained on mine as she did so. Rachel smirked playfully at me when she finally released my hand. I flushed darkly, pulling her in for a deep kiss. I gave a loud groan against her warm lips as she ground her hips into mine...

After another hour or so of boisterous lovemaking, Rachel finally seemed worn out. She kissed me softly, running her fingers through my red hair. "God, I love you," she muttered softly, wrapping her arms around my middle and ducked her head under my chin. I smiled a little, absently rubbing her shoulder with one hand.

A/N: Okay, so, I don't normally do smut scenes, so I have no idea whether this came out alright or not. o3o It seemed rushed to me. D: Whatever. Critique would be lovely; I like knowing where I screw up. xD