A Sensitive Virgin And Foreplay

Gray looked down at his girlfriend while trying to hide some of his amusement.

She had one hand tentatively holding his dick, just barely by the fingertips, as she moved it around to view his meat from different angles. Her curiosity seemed to outweigh her embarrassment or her eagerness to get down to the sexy business.

He, admittedly, was getting a little impatient. As cute as she was being, he still wanted to have sex with her, and the clock was ticking. They didn’t have an hour anymore. To try and move things along, and to try and be as gentlemanly as possible, Gray spoke up.

“Why don’t you try jerking it a little?” He said softly.

She glanced up and her blush returned as she realized that all she had done was look and move him around a little. She gulped once more and nodded before closing her hand around his penis. She felt him in her hand and slowly moved her hand up and down, getting a feel for how jerking him off worked.

“The skin feels so...” She mumbled to herself.

She didn’t finish the sentence, so Gray supplied his own.

“Soft and delicate?”

“Yeah,” She responded. “It’s confusing cause... the whole thing is so hard.”

Gray nodded along. It was quite the contradiction. The skin was soft enough that if handled improperly it could tear, but the rigidness made it seem like such a weakness like that didn’t exist. Until someone touched it first-hand.

“You can go a little faster. Just be mindful not to tear the skin, okay?” Gray instructed her.

She gave a small glance of alarm at the idea that he could get hurt and nodded.

Of course, his Aura would heal him so there was no real fear, but it still wouldn’t be pleasant to deal with that.

Jeanne started moving her hand a little faster and Gray finally felt some pleasure from the act. He had been going a little crazy, seeing a hot girl in her uniform in front of him and his dick out in front of her. Not being able to do anything so as to be a gentleman was getting to him slightly.

Although, as nice as her hand felt... they still had little time left before their teams would be finished with classes for the day. Maybe Gray should have picked a better time to be taking Jeanne’s virginity.

Well, what’s done is done. He just had to figure out how to get through this without making her feel pressured.

Ahh... but... he could use his Semblance in some way here. It was a little underhanded sure... but, like mentioned before, they didn’t have a lot of time.

Gray activated his power and said, “You remember that we don’t have much time before classes finish, and you definitely want to go all the way with me today.”

He then deactivated his Semblance and watched as her face cleared up with the thought he suggested to her.

“What time is it?” She asked, even as she let go of him to pull her scroll out and check. She fished it out of her breast pocket, pulled to extend it to normal size, and read the time off the screen. “Uh- we have less than forty minutes...” She looked up at Gray with some uncertainty. “Is that, uh, is that enough time?”

“It can be, if we skip to the next part now.” He told her.

“Okay, um... what’s the next part?”

“I undress you.” He said with a cheeky grin.

Her cute blush returned with full ****.

They were both standing up now, and Gray made sure to be calm and soothing, even as he unbuttoned Jeanne’s shirt. One button at a time. Jeanne was looking at everything in the room except him. Her embarrassment very cute and endearing to him and he loved looking up from his slow methodical work and into her face. Occasionally, he would lean in to kiss her lips or her cheek and it would seem like she appreciated that.

Gray was just then unbuttoning the last button and spread her shirt open, so he could see the cute white bra that had been peeking out this whole time. Her cute bra and her milky white and flat stomach. There was some definition there from her years of training and Gray was salivating at the sight.

Jeanne’s jacket and corset-shaped waistcoat were already on the floor. Her shoes were also sitting off to the side. She stood there in front of Gray in just her thigh-high black socks, her red pleated skirt, her open shirt and bra. Likely, the most undressed she had ever been in front of a boy.

Gray pulled the top parts of her shirt over her shoulders and she quietly shifted to allow the shirt to slide down her arms. Her continued shy silence made Gray smile and kiss her on the lips again. The shirt came down and slipped away from her hands, falling to the floor behind her.

Now, she stood there, in bra and skirt and thigh-highs.

Gray grabbed hold of her hands and leaned his face close to hers.

“Jeanne, has anyone ever told you how beautiful you are?” He whispered to her.

The effect was almost immediate. She stiffened up and her blush reached all the way to her ears and a little way down to her chest.

“...my parents.” She managed to whisper back. It was clear that the compliment coming from them didn’t really help with her self-esteem. Did her sisters not say anything?

“Well, they were right. You’re gorgeous.” He continued to say to her softly.

Her mouth tried to smile at the compliment, but she seemed to be trying her level best to hold back, resulting in a pursed squiggly line.

“...thank you.” Came her quiet reply.

Gray couldn’t hold back his own smile and began moving his hands from hers. He caressed her arms as he moved them up, past her elbows and felt her taut muscles. He reached her shoulders with her still unable to look at him.

“Can I undo your bra?” Gray asked.

There was only a short pause before she nodded, too embarrassed to speak further. Gray waited a small moment longer before sliding his hands around her, almost hugging her, and felt at her back for the clasp of her bra.

He caught the fabric and gently pulled them apart, unhooking her bra and feeling her naked back. Gray leaned back and playfully tugged the bra straps on her shoulders to make them fall down her arms. He could see from her face and the tensing of her arms that she felt the need to hold her bra in place but she also stopped herself.

Understandable. Gray was about to see her topless. And this was a girl that hadn’t done this sort of thing with a boy before, so she was bound to feel **** at the thought of getting naked with him. So, Gray kissed her again before her bra could fall and poured his affection directly into her mouth.

“...hmm...” She moaned quietly. The sound of their tongues smacked against their lips, and with their movements Jeanne’s bra finally fell. There was a jolt from her at the feeling of the piece of clothing brushing against her on the way down, but she chose to ignore it in favor of chasing the kiss.

Jeanne pressed herself up against Gray and felt his chest, while simultaneously pushing her chest to his. Gray held her close and devoured her lips. His hard dick was caught between their bodies. The only thing separating them was her skirt and panties. He held her and felt her naked back up and down, his hands tickled by her braided ponytail.

After a while of kissing, Gray pulled back, noticing Jeanne’s flushed face and puckered lips. She really seemed to enjoy kissing, but they did need to move things along.

“Jeanne,” He called softly. Her eyes fluttered open and stared at him. She was still clearly lost in the moment but her eyes did eventually clear. “Can I unzip your skirt?”

The question brought her back to why they were doing this in this in the first place, but she only hesitated for a couple seconds before giving a janky nod. She was no less embarrassed, but it felt like she was more determined, perhaps.

So, Gray let his hands roam down her body, making her shiver, before his hands came to rest on her hips. He found the zipper and button and undid them. Her red pleated skirt instantly fell once the button was undone, and now she stood there in just socks and panties.

Gray looked her up and down, enjoying the sight of her naked breasts and slim, yet taut, form. Her tits were about the same size as Blake’s, give or take. Her hips were surprisingly wide, now that he could see her like this without clothes (except for panties). Her legs were slim but still had some juicy meat at her inner thighs. Her waist was slim too, giving her a nice hourglass figure that wasn’t exactly bodacious, but still erotic.

He eventually brought his gaze back up to her face and noticed her nervous expression. Gray realized in that moment that she was wondering what he thought of her body. Did he like it? Was he turned off? The insecurities of a girl were in that expression and Gray made sure to answer her properly.

“Jeanne, you’re so sexy.” He said with a healthy heap of breathlessness to his voice. Like he was holding back from jumping her right then. In fact, he told her as much. “I might not be able to hold back.”

Her reaction was somewhere between relief and a bashful pleased smile. Her blush was a near constant and her smile was a cute and dorky smirk to herself. “Really?”

“Gods yes.” He said with feeling.

With her bashfulness, Jeanne approached him for another kiss. This time he hungrily devoured her mouth while fondling her panty-clad butt, listening to the moans that escaped her mouth like it was music to his ears.

All their clothes were on the floor now. Left where they fell.

Jeanne was lying on her bed and looking just a little bit more nervous than before. Gray was kneeling next to her and looking down at her sexy body. His hand would occasionally caress her. He especially paid attention to her chest, to which she blushed but didn’t seem inclined to stop.

Gray gently massaged the warm handfuls and enjoyed the smooth skin. He also gently played with the nipples and got some amusing reactions out of her. Moans and gasps and deep breathing made her body shift or jolt in his hands. Gray also felt the rest of her body while she lay there looking up at him.

“...so sexy...” Gray made sure to mutter under his breath. Just loud enough for her to catch. He thought it couldn’t hurt to try and raise her self-esteem a little bit.

Gray then leaned down to kiss the girl. She eagerly responded and their lips quickly grew wet from a steamy tongue kiss. They parted and Gray looked into her dazed eyes. He stroked her face and gave her another, more chaste, kiss.

Next, he moved down her body while trying to maintain eye contact. He kissed her collar bone, making her breath catch, then kissed his way down, sneaking in small licks, to the middle of her chest. She shivered at the feeling and watched him with irregular breathing.

Gray kissed and licked his way to her left breast. The one closest to him since he wasn’t straddling her yet. Her preemptive moan made Gray smile before he landed his lips on her nipple. Jeanne sucked in a breath and her body jolted at the touch. He chuckled against her before licking her nipple and areola in earnest.

“Ahh...” Came a moan she couldn’t suppress. She became too embarrassed and covered her mouth with her right hand.

Gray tried not to laugh, but it was too amusing seeing her reactions. Who knew that Jeanne could be this adorable? He didn’t give her any time to wonder about his laughter, though. He went right back to licking and felt her nipple stiffen under his ministrations. He coaxed the little nub to get bigger and bigger with his tongue, and when he thought that it was hard enough he began to suck.

“MaAahh...!” Came an odd sound from Jeanne’s muffled mouth. She now covered her lips with two hands and shut her eyes.

This could become a fun game, Gray thought.

His other hand came to rest just under her other tit. Her skin was really warm and the feeling was enjoyable by itself, but he moved to massage her unattended boob after a few strokes of her skin and soon Jeanne was having trouble holding back more moans.

Gray got more assertive and more daring with his licks and sucking. He lapped at her boob-flesh and sucked much of it into his mouth. Basically, he slobbered all over her tit, then switch to the other to make that one glistened with his saliva too.

He stopped to give her some time to rest after a short while. She noticed and looked at him with such a gorgeous look of arousal that it almost made Gray pounce on her. Her face was red, less from embarrassment and more from carnal excitement, and her eyes were unfocused, even as she drank in Gray’s nude form beside her. If Gray jumped on her now, he was sure she would accept him with little protest.

He held himself back, however. A virgin girl needed a considerate approach.

The next thing to do would be to take the party down between her legs. So, Gray traced his fingers softly on her sternum and drew them down across her stomach. Her abs twitched with the sensation and her eyes focused on him again, clarity poking through the haze.

She wordlessly knew where this was going next, and some of her earlier apprehension appeared again on her face. But she didn’t say anything. Jeanne just watched and waited for the moment to come.

Gray let is fingers whisper past her bellybutton, but stopped and circled the skin of her lower abdomen.

“Jeanne, if you want to stop here, I would understand.” Gray said to her. It was important to give your partner opportunities to back out if they weren’t feeling up to it. Of course, Gray also knew that his power essentially made that idea redundant. Still, it didn’t feel right to not give her a chance to speak her mind.

Jeanne blinked at him, before really thinking about his words. There was a small silence as Gray gave her time to think. Her face went through a few expressions before settling on the determination he had seen before. She nodded to herself and looked again at Gray and deliberately spread her legs for him.

“I want this. I’d like to continue.”

Gray nodded back, not knowing how to feel when her ascent was likely due to his Semblance. His horniness ignored that doubt, though. His fingers pressed against her and his hand came down flat on her body. He angled his hand so that the fingers pointed towards her core and he slid it down, over the sparse hair of her pubic mound and down across her pussy lips.

The moment his digits touched her damp snatch, her body arched on the bed and a hissing noise escaped her lips. Lips mostly closed tight except for that drawn out expulsion of air. Gray’s hand engulfed her lower hole finally and still her body held that arc for a moment longer before she eventually sagged back down as if she were a puppet with her strings cut.

She hummed a throaty moan with both mouth and eyes closed. Shudders ran through her as she got used to having someone else touch her body like this. Gray let it go on for a little before moving his hand again. He rubbed his whole hand up, in full contact with her hot, steamy and wet pussy.

“Hnnng!” She groaned out. Her hands grabbed two fistfuls of her duvet beneath her.

Gray stroked down again, his middle and ring finger slipping between the folds of her labia. Just barely pulled in by the slippery juice leaking out.

“Aaahnnn!” Jeanne made a hot, yet cute, noise. Meanwhile, her lower lips made a noise all of their own that made Gray want to stick it in already. She seemed plenty wet with such little foreplay.

Still, Gray needed to test the waters, so to speak, before taking a dip. So, he sawed his hand back and forth slowly, yet firmly, eliciting many moans and shudders from Jeanne’s body. With each movement her pussy got more and more wet. It was then that Gray decided to curl a finger, letting the flood take it in with surprising ease. His middle finger sunk into Jeanne’s pussy to the music of her loudest moan yet.

“Aaaaaaugh!” Her body arched again, becoming bow-shaped with only her butt, head, hands and legs touching the bed.

Once his finger sank all the way as far as it could, his palm came to rest over the clitoris and he pressed firmly.

“Huuunnnngh...” She tensed up in that position and her legs tightened around his hand. It was a longer moment before her strings were cut again and she slumped down on the bed. This time her breathing was labored as if she had run a few miles. Uphill.

Gray smiled down at Jeanne, enjoying what he was doing to her. He wanted to give her some time to rest, but unfortunately, they had little time left.

“I hope you’re ready for another finger.” He said, smirking at her while she tried to hang on to his words.

“Wha...?”