Gwen makes the first step.

Gwen's lips find yours and her toungue sneaks into your mouth. You answer the kiss passionately, your hands exploring her body. Gwen's gentle hands in the meantime work to free your cock from its cotton prison. Grasping your manhood, she runs her hand up and down its hot length. "I want you," she whispers in your ear.

Your lips travel south, kissing every inch of Gwen's body in the process, working her out of that awfully inconvenient T-shirt. You pay special attention to each of her perfect mounds, spending extra time on the large cherry-colored nipples that crown them. Her skimpy panties go flying, revealing a cute pussy with a little soft red fur. You kiss these lips too, extracting loud moans and sighs from Gwen, whose hands urge your head to go deeper.

Pulling back, you push your hard cock against the enterance to her pussy. Pushing her wet lips apart, you enter Gwen's pleasant sex. Her arms wrap around your neck, pulling your lips to hers, while you start fucking her. The pace grows quickly and soon you are pounding her for all you're worth, drawing screams of pleasure from Gwen's red lips.

You feel your orgasm approaching, but don't want to finish just yet. Instead, you slow the pace to a lazy rubbing, merely to establish your presence down there. Your hands and lips, though, start a frenzy of action, kneading her breasts, pulling her nipples, caressing, sucking, kissing - loving. She loves it, but in a few minutes demands that you go faster. You do just that, going back to pounding her tight, wet pussy.

This time, there's no avoiding your orgasm, but coming in Gwen's pussy will not do. Even in this state you have enough brain working to realize that. You pull out and rub your cock on top of her pussy, bringing yourself over the edge. Your cum spreads all over her waist and bush, as you collapse happily on top of her.

When you recover you brush her hair aside gently and kiss her cheek. "Disappointed?" you ask. Gwen turns and kisses your lips briefly. "No, silly, you were great. I feel so good now." You cuddle, whispering sweet nothings into her ear until you fall asleep.