(c) Copyright 1997 RWEIII ALL Rights Reserved This story may not be reproduced in any form for profit without the written permission of the author. This story may be freely distributed with this notice attached. The author may be contacted through mrdouble@ix.netcom.com. My name is Kellie and I am thirteen years old. I am in the eighth grade. I go to a large Junior High School in Bellevue Washington. I guess that I am pretty popular for being a girl who isn't really a part of any of the groups. (Zoomers, Stoners, Dreds, Straight Edgers, Gothics, Grunges, etc.) I am five foot three inches tall and I weigh 105 pounds. I have brown hair that goes about halfway down my back. I also have green eyes that everyone tells me are pretty. My skin is kind of light but not completely white like most of the Gothics'. My complexion is good and I don't usually wear makeup except for a little eyeliner and lipstick. I wanted you all to know that I am pretty much an average girl before I told you about some things that I do. I am not weird or some loser with low self-esteem. I did the things that I am going to tell you about because I wanted to do them. It wasn't because I needed to feel like I belonged somewhere or anything like that. They just felt like the right things to do so I did them. There is a guy that I kind of like who works at a pizza store by our school. His name is Randy. He is kind of a Straight Edger but not really. I mean, he dresses like one and hangs out with some of them, but he still does some fun things that he's not supposed to do. Anyway, I went to Little Caesar's (That's the name of the pizza store) and talked with him for a while. It was right after school and I always went there right after school. Then his manager, Justin, told me that I would have to buy something if I wanted to stay. Well, I didn't have any money to buy anything so I said goodbye to Randy and started walking home. It was only about 4:00pm and I knew that nobody would be home at my house until at least 5:00. I did what any self-respecting girl in my school would do. I went to the mall to check out clothes (and guys.) I'd only been there a little while when I ran into Michelle and Jordan. They are also in some classes with me. We went into most of the good stores and tried on some really nice outfits. Jordan almost made me buy one outfit because she said that it looked so good on me. The problem was that I didn't have enough money for it, and my dad would kill me if I put anything else on my credit card. By 5:30, we were all ready to leave. I knew that it would be ok if I didn't get home until 7:00, but Michelle's dad is a real jerk about her being home by six. Jordan and Michelle went one way and I went the other way. It was ok though. I kind of liked being able to try stuff on by myself. I knew that I would be able to just send my mom down and pick it up for me if I wrote down everything about it. It's not too cool to write down stuff when your friends are with you. I decided to go into one of the department stores and check out some gifts for my brother's birthday. He is seventeen and thinks that he's the coolest guy on earth. Anyway, I went in and looked at some stuff for his car. They didn't really have much, so I went over to the clothes section. That's where I saw Wendy going into one of the dressing rooms. Wendy is in the Ninth grade. She's really popular even though she is kind of fat. I thought I'd say hi to her when she came back out. Wendy appeared at the door to the dressing room and I started to walk toward her. She was talking to some older guy who was sitting by the door. Before I got close enough to say hi, she lifted her skirt so that the guy could see up inside. She wasn't wearing any panties either! I stopped dead in my tracks and stepped behind a row of sweaters. I hoped that she hadn't seen me. It kind of freaked me out. I mean, this guy was at least thirty and she was giving him a beaver shot up close! I watched her change outfits and do the same thing every time. I knew why Wendy was so popular. She was a slut. Either that or she just liked having old guys look at her beaver in department stores. I started to wonder if it was her dad or someone like that. Maybe she really was wearing panties and they were just really sheer. I didn't really care. I just knew that I didn't want her to see me watching her. I went straight home after that. There was a note on the fridge when I got home. It read, "Kellie, Paul will be home to take you to Mervyn's at 7:00pm. He is eating with his friends. There is a dinner from Wendy's in the fridge for you. There is also an envelope with $200 on the table. DON'T use your credit card this time! Love, Mom." Cool! My mom had promised to take me to Mervyn's and buy me some stuff if I got good grades and I'd gotten a 3.9 GPA on my last report-card. The problem was that Paul, my brother, was in love with a girl who worked at Mervyn's. Both Mom and Dad kept saying that it would be a waste for them to take me when Paul was there almost every day. I chowed down on the munchies and checked the freezer for a Frostie. It was in there too. I hate going to Wendy's and not getting a Frostie. Anyway, I watched TV until my brother got home. He was late as usual. We didn't get to Mervyn's until it was almost eight o'clock. Then I went wild. I must have had twenty outfits to try on. I wished that Michelle and Jordan were with me though. They know how to shop when you've got money. I tried on the first outfit and checked it in the mirror. It wasn't as cute as I thought it would be, but the lights in the little hallway were pretty bad. I thought that I'd better go out into the store and check it in the real light. The top was a tight black knit that really made my boobs look bigger. I knew that Randy would go wild over it. The skirt was knee-length and kind of a brown patchwork look. The two looked great together in the real light. I tried on three more outfits before I remembered what Wendy had been doing. It still didn't make much sense to me. I tried on a really long skirt and a floppy blue and white top. Then I got up my nerve and pulled off my panties and left them in the dressing room. Nobody was around to even notice me, but it was totally exciting just to walk out into the store without them. I got more daring each time that I did it. I only had three outfits left to try on and they all had very short skirts. The excitement was incredible as I walked out into the store wearing the first one. There was a couple there too. The lady looked like she was about twenty-five and the man looked like he was about thirty. He looked over at me and smiled, but she was too busy looking at purses to even do that. I looked in the mirror and spun around a little bit. My face turned red instantly. I knew that the man might have seen something if he had been watching. I looked over at him and saw that he hadn't seen a thing. My heart was pounding! I quickly walked back into the dressing room and sat there to calm down. It was exciting. My nipples were even hard. Then I heard the couple arguing so I went to see what was going on. I was still wearing the skirt and top but I didn't plan on being any more daring than I'd already been. It was fun, but it was also kind of embarrassing. When I looked out, I saw that it wasn't the couple fighting at all. The Mervyn's security guy was talking to the woman and trying to put handcuffs on her. She kept yelling and trying to hit him. The other guy was just sitting on the chair where you try on shoes. I walked over to him and quietly asked him what was going on. "I told her not to try it, but she tried to steal that purse," the man said as he pointed to a small purse in the security guard's hand. I said, "That sucks." He just nodded. Then I asked, "Is she your girlfriend?" He nodded again and then said, "She was until she tried that." The security guard had vanished into the back room with the guy's girlfriend. I didn't know what to say so I just said, "Sorry." The man said, "Thanks," but I don't think he really even heard me, so I walked back to the dressing rooms. A pain shot through my body and I fell to the floor. I screamed, "Ouch!" on the way down. I instinctively grabbed my foot with both hands. I wasn't wearing my shoes and I had caught a pin just right to jam it way up into my foot. The man who I'd just been talking to came over and tried to help. Everyone else in the store was probably watching his girlfriend get arrested. I was trying not to cry but it hurt. "It's ok honey. Let me have a look at it," the man said in a soothing tone of voice. I looked up at him and then I reluctantly removed my hands. More than half of the pin was stuck in my foot. The man sat on the floor in front of me, gently took my foot in one hand, and then said, "Now this is going to hurt for just a second ok?" I said, "ok," and wiped the tears from my eyes. It didn't hurt as badly as I thought it would when he pulled it out. It was just a quick tug and then it was out. The man handed me a Kleenex and said, "Now squeeze it so that you get it to bleed. That will keep it from getting infected." I did what he said. It also made it stop hurting a little bit. I tried to smile and then I said, "Thanks." The man smiled back, handed me a few more Kleenex and then said, "My name's Ray." "Thank you Ray; my name's Kellie," I replied almost by instinct. He continued to smile and said, "That's a pretty name." We sat like that and talked for a minute and then my face turned completely red. Before I could even move, Ray said, "Don't worry about it Kellie. You've got a truly beautiful body and you've got absolutely nothing to be embarrassed about." I quickly let go of my foot and covered myself up. Then I fumbled for what to say and finally said, "I don't usually go out of the dressing rooms without . . . " It was just making things worse. I tried again, "I just heard your girlfriend shouting and . . . " Ray just smiled. Then he put his hand on my shoulder. I flinched. He smiled even more and then whispered, "Kellie, it's ok. I mean it! You've got nothing to be ashamed of!" I just wanted to crawl under a rock and die. It was awful! I guess that Ray could tell that I was miserable. He said, "Kellie, why don't you go in and try on something else?" I just looked at him and blinked. "It will make you feel better. I promise," he insisted. I got up and walked quickly back to the dressing room where I immediately put on my own clothes. I left everything in there and tried to walk out so that Ray wouldn't see me. It didn't work. He gestured with his finger for me to come to him. I didn't really want to but I did it. Then he asked me to sit in the chair next to him and talk. Ray wasted no time beating around the bush. "Kellie, why do you feel bad just because I saw you with no panties on? I really want to know." He said. I shrugged my shoulders and said, "I don't know. I just do I guess." "Do you have a boyfriend?" he asked. "I shrugged again and answered, "Sort of I guess." Ray asked another question, "Has he ever seen you . . . " I answered before he finished asking. "No!" I blurted. "Has anyone?" he asked. I just shook my head. I was starting to feel very awkward. "Ok, no more questions," Ray said. "Good," I said. "Now, about those clothes that you were trying on," he started. "Yeah?" I asked. "Do you like them?" he asked. "Some of them, I guess," I answered. "Kellie, I'll make you a deal if you'd like," Ray said. "What deal?" I asked. He answered, "I'll buy you all of the clothes that you've got in the dressing room if you'll come and model them for me where I can take pictures of you in them." I knew I had him. I said, "I've got twenty outfits in there." He just smiled and said, "Ok." I looked right at him and asked, "Do you know how much money that is?" He shook his head and said, "Nope, but a deal's a deal." I said, "That's like Five Hundred Dollars worth of clothes!" He shrugged his shoulders and said, "It's up to you." I was right back where I started from; only now I could get a bunch of new clothes if I wanted them. It was a tough choice to make. I asked, "You want me to be naked in some of them too, don't you?" He answered, "I'd like that very much but you don't have to unless you want to." It kept getting better. "When will I have to do it?" I asked. "That's up to you too," Ray answered. Then he said, "Why don't you go in and get everything that you have in there and I'll go and pay for it?" I wanted to make sure that it wasn't some sort of a trick. I asked, "Do you take pictures a lot?" He nodded and handed me a business card. It read, "Ray Overton - Personal Photography." It also had a telephone number and address on it. I thought about it one last time and then agreed. Paul looked at the bags of clothes in the back of his car and said, "Dad is going to kill you!" I just smiled at him and said that I didn't spend a penny on my credit card. He made some smart-ass comment and then we went home. I was happy that he'd been too busy with his girlfriend to notice me with Ray. We'd only gotten the stuff to my brother's car about ten minutes earlier. Both mom and dad were home when Paul and I got home. Dad looked at all of the bags and then said, "If you put a penny of that on your credit card then . . . " I stopped him and said, "I got it all for less than the two-hundred dollars that Mom left for me." I wasn't lying. Every word of what I said was true. Mom and Dad were both impressed with my shopping abilities. Dad even suggested that Mom take a few tips from me the next time that she went shopping. I didn't get everything put away until almost eleven that night. It felt good though. I knew that I was going to be looking good for Randy. He was sure to want to be my boyfriend with me looking that good! I guess I finally got to sleep just before midnight. The next morning was wonderful. I'd already put out my clothes and I didn't have to make any decisions. I got up as soon as my alarm went off. (This is very unusual for me.) Anyway, I went in and took my shower, did my hair, and ate breakfast all before anyone had to tell me to do it. Then I told Dad goodbye and went to school. This was going to be the best day of my life. All of my friends complimented me on my outfit. I even felt good wearing it. I felt even better knowing that there were nineteen more where it came from. Then, at the beginning of third period, Rachel Young started taunting me about getting in trouble the day before. I put up with it for a while and then I asked her, "Rachel, you fat cow, what are you talking about?" She answered, "Call me what you want. I'm not the one who's supposed boyfriend had to ask his boss to tell me to leave yesterday!" I didn't get it at first. Then I asked, "You think he did that?" I laughed defiantly. "I know he did it! Randy and Theresa went all the way last weekend!" she said snubbingly. I didn't believe a word of what she said. I just shook my head and said, "Whatever." The rest of the day at school went fairly well, but I still wanted to talk to Randy to find out why Rachel would say something like that. It made the walk to Little Caesar's kind of long. I wasn't really afraid that it was true or anything. It was just weird for her to say something like that. I knew that Randy would just laugh when I told him about it. Randy didn't laugh. He just said, "I never meant to hurt your feelings Kellie. I really like you. It's just that I'm so much older . . . " I calmly and quietly told him to go ahead and fuck Theresa for the rest of his life for all I cared. Then I left and started walking home. I couldn't believe that I'd been so dumb. I knew that Randy and Paul were both the same ages, but it had never really bothered Randy before. At least, if it had bothered him, he'd never told me about it. I got almost all the way home before I started crying. I was glad to see that Paul's car wasn't in the garage when I did get home. I tried doing my homework to take my mind off of Randy but it didn't work. Then I tried watching TV for a while. That didn't work either. Then Michelle called. I didn't really want to talk to her but I wanted to make sure that she didn't know that I'd been crying. Instead of crying, I got mad. I told her that I'd broken up with Randy because he had cheated on me. I knew that would sound much better than the way things really happened. Besides, Michelle tells everyone everything. I knew that it wouldn't be long before everyone was mad at Randy. After all, he's in high school and I'm only in Junior High. After a few, ‘Good for you Kellie's' and ‘What a prick's', Michelle finally said goodbye and hung up. It had worked. Almost a week went by before I found Ray's card in my purse. By that time I wasn't really sad about Randy anymore, but I was still pissed off about how he hadn't had the nerve to just tell me. I knew that Ray was probably wondering if I was ever going to call, so I did. He didn't recognize my voice at first. Then he asked, "The girl with $1400 worth of new clothes?" I paused and then said, "I think it was more like $500, but it's me anyway." He seemed happy to talk with me and then he asked, "So, have you figured out when you want to come in?" I asked, "How long will it take?" "Probably only ten or twelve hours," he replied. I'd had no idea that it would take that long. I asked, "Seriously?" Then he explained why it would take so long with so many poses in each outfit. That was another problem. How was I going to get all of those clothes to his office to do this? We finally worked everything out and he agreed to come to my house to do it. I told him about a day that I wasn't going to have to go to school and how my parents both worked late every nite. That only left Paul to deal with. It was settled. School went on as usual for the next few days. Then something wonderful happened. Paul got accepted to go to some computer thing for school in Saint George during the same week time that Ray was going to come and take my pictures. Both Mom and Dad agreed that he should go, and they even paid for the whole trip. I called Ray to tell him about it. He recognized my voice right away. We talked about my school for a while. Then he asked me how my boyfriend was doing. I told him what had happened and he said that he was sorry. We must have talked about all sorts of things for over three hours. It was great. The ‘big day' finally came. I was really nervous about it at first. Then I noticed that dad thought that I had school that day. He's forgotten about it. I pretended to get ready and then I hugged him goodbye when he left for work. As soon as Dad left, I rushed around and cleaned everything. Then I called Ray's office and nobody answered. I started to get worried that he had forgotten about taking my pictures. Then I heard a car pull into our driveway. It was Ray. I opened the front door and met him at his car. He had five big heavy black boxes filled with all sorts of camera stuff. I said, "Hi Ray," and he said, "Hello Kellie." Then we started carrying all of the stuff into the living room. I grunted a few times and said, "Gee Ray, do you think you've got enough stuff here?" He laughed a little and then said, "And you probably thought I was just going to bring one little camera, right?" I giggled and answered, "Well . . . Yeah." It took almost an hour to get everything set up in my room. He had all sorts of lights, white umbrellas, and camera stuff. It was pretty neat. Then he asked, "Are you ready for this Kellie?" I was a bit nervous but I said, "I'm ready." Ray was really good about being patient with me and explaining the different poses that you have to do for modeling. We had only done about five of my outfits and it was already eleven o'clock. He kept making jokes and telling me that I could have a break any time that I wanted one. It was not at all what I thought it would be like. Then, out of the blue, Ray asked, "Have you decided if you're going to let me take any pictures of you with no clothes on yet?" It really caught me off guard. I fumbled for words and finally came up with, "What would you do with them if I let you take them?" Ray remained completely calm even though I could feel my face getting redder by the minute. He answered, "First of all I'd have to switch cameras." I asked, "Why?" He explained, "I wouldn't want to use a camera that uses film. I'd have to use one that just makes digital images. Then I could store them here in my laptop computer where nobody else could get them." I liked the idea of any pictures like that of me being safe, but I still didn't know why he wanted them. I asked, "But why would you want them? I mean, what would you use them for?" Ray blushed big time. He asked, "Do you know why guys buy Playboys and magazines like that?" I nodded. He shrugged his shoulders and said, "I want them for the same thing." It didn't make any sense to me so I asked, "Like to hang on your wall and stuff?" He shook his head and told me that he would explain it better if I decided to do it. That was fine with me. By the time that we were done taking pictures of the last outfit, it was almost three-thirty in the afternoon. We had stopped and eaten lunch, and Ray said that I had been an outstanding model. Then he handed me the receipt for the clothes and thanked me for letting him take the pictures. I couldn't believe the total at the bottom of the receipt. It really was more than $1400! It was $1,423.09. All I could do was to look up at him and say, "Woah!" Ray smiled and said, "Don't worry about it. This was nice." I sat on my bed and thought for a minute. Then I told Ray to stop packing up all of his stuff and to get the other camera that he needed. He shook his head and said, "It's ok Kellie. I didn't give you that receipt to make you feel bad. You've kept your part of the deal." I said, "No, really Ray, I want to do it." Then we talked about it for the next ten minutes until he finally agreed to do it. He insisted, "Okay, but if you want to stop and any time then just say the word, ok?" I smiled and agreed. We started out with some pictures of me in tops that could open. The first picture was with one of my boobs showing a little bit. We kept taking pictures until I wasn't wearing anything on top at all. It wasn't all that bad. It was a lot harder when he wanted me to try it with my skirt off too. I asked, "Do I have to take my panties off too?" Ray was such a gentleman. He said, "We can stop right now if you want." I knew that he wasn't going to do anything, but it still felt kind of weird. I said, "I'd feel better if I could do it with my panties on." Ray agreed and we were taking pictures again. He kept telling dumb jokes until I really relaxed about everything. That's when I told him that I wanted him to take off everything that I had taken off. I was joking, but I guess that he thought that I was serious. He started taking his shirt off first. Then he undid his pants and started pulling them down. I almost let him finish and then I said, "I was just joking Ray." "Oh, I'm sorry. Do you want me to put my clothes back on?" he asked apologetically. I giggled and answered, "No. It's okay. It's more fair this way anyway." It somehow made the whole thing more silly. I told him that I was ready to take my panties off. That's just what I did too. As soon as I took my panties off, Ray had me do a lot of different poses that I hadn't done before. We did a lot with me just laying on my bed with my legs spread way apart. Then I remembered that he was going to tell me what he wanted the pictures for. I asked, "Ray, will you tell me why you want the pictures for now?" He kept taking pictures as he explained. "Kellie, do you know what guys do when they look at playboys?" he asked. I answered, "No. Not really. I just know that it gets them all horny and stuff." I watched him as I answered the question and he got a boner. I could see it get bigger inside of his underwear. Ray asked another question, "Do you know what masturbating is?" I shook my head. "Okay then how about jacking off or wacking off or jerking off?" he asked. I didn't really know even though I knew that it was something that guys do when they are alone. I answered, "No. Not really." Ray tried to explain it to me. He asked me if I'd ever seen my dad's or brother's penis. I told him that I'd seem by brother's a couple of times. Then he asked me if my brother had a boner when I saw his. I told him that wasn't really hard or anything when I'd seen it. "Do you want to see mine?" Ray asked. Then he said, "It's ok if you don't," before I could even answer. I just shrugged my shoulders and said, "Sure I guess." He asked, "Really? Are you sure that it's ok?" I nodded. Ray pulled his underwear down to his knees, I sat up on the bed and saw my first boner. It wasn't as big as I thought that they would be. I asked, "What's it do?" With that, Ray took his underwear all the way off so that we were both completely naked. Then he said, "Hold on a sec and I'll show you, ok?" I said, "Ok." Then Ray did some stuff with the camera and asked me if it would be all right if he sat on the edge of my bed. I said that would be fine. Ray said, "Okay, I'll show you what I'll do when I'm looking at your pictures if you want me to." I said, "Ok, I guess." Then he rubbed his boner up and down with one hand. "This is how guys jack off," he said. I got on my knees, leaned closer, and watched. Then I asked, "What's it like?" He said, "It feels really good." Then he asked me if I ever did anything like what he was doing. I answered, "That would be really hard since I don't even have one!" I was feeling all warm and tingly. It felt like when Randy and I kissed sometimes. My nipples were really hard too. Ray kind of chuckled and then answered me. He said, "No. I mean like rubbing yourself between your legs where it makes you feel good." I think I blushed a little bit. Then I said, "Sometimes I do I guess." Ray quietly asked, "Have you ever had an orgasm before?" He was still rubbing his boner up and down. I answered, "I don't know what that is." He smiled and said, "Then you haven't had one yet honey. You would know if you'd had one." I asked, "Does it feel good when you get one?" Ray answered, "Oh yes. They are wonderful." I was feeling warmer and more tingly than I ever had before. I wasn't even a little bit nervous or shy any more. I didn't know what the right thing to do was. I said, "Ray, I don't know much at all about sex stuff. I kind of want to learn and stuff but I don't want to get pregnant or get AIDS or anything." Ray stopped rubbing on his boner and then he asked, "Kellie, would you let me show you some of the stuff if I promise to make sure that nothing bad can happen?" Part of me wanted to say no, but the rest of me felt so good that I said, "yes." Ray asked, "Are you sure?" I nodded and said, "Yeah." With that, he got up and took a huge beach towel out of one of the boxes and put it on my bed. Ray was very gentle and tender. He told me where to touch and how to make different feelings happen. It was easiest when I was laying flat on my back. I told him that it was ok if he wanted to touch me, but he said that he wanted me to know how to do it first. It took a while for me to learn what to do. Then it happened. Just by rubbing my clitoris when I was pinching my nipple, I got my first orgasm. I had never ever felt anything so good before in my whole life. Ray had to tell me what to do when it started happening. His voice was soothing and gentle. I did exactly what he said. "Now you've had an orgasm honey. Did you like it?" Ray asked. I was too out of breath to say anything. I just nodded a lot. Then Ray asked, "Will you help me to have one now?" I nodded and panted out, "How?" Ray said, "I've got to put on a rubber first Kellie or else I will squirt stuff on you." As I got my breath back I asked, "I thought that you only wear rubbers if you're really going to do it? Is that what we're going to do now?" He answered, "No. Sometimes guys wear them just to keep from being messy." I guess that Ray changed his mind. He asked, "Kellie honey, would it be ok if I tasted you down there?" I was still kind of numb from getting my orgasm so I asked, "Will it hurt?" Ray smiled and answered, "Oh no honey, I think you'll like it very much." I said, "Ok. If you really want to." The feeling of Ray's warm hands on my hips felt good. I had no idea what to expect when he tasted me though. As soon as his tongue touched me, I felt like I was going to get another orgasm. I grabbed the back of his hair and shouted, "I'm getting another one!" His tongue flickered and lapped all around my clitoris. I can't tell you how good that feels. Then he put it in me and licked me from the inside out. I got another orgasm right away. This one lasted lots longer though. It made my whole body jerk up and down. I think I almost pulled his hair out one time. Then it started to slow down and finally made me just warm all over again. When Ray finally stopped licking, I asked if every girl had them like I just did. He climbed up on the bed next to me and said that any girl can get them like that if she wants. Then he rolled onto his side right next to me and said, "Kellie, I would like to kiss you now." I didn't need any more encouragement for that. We kissed and then I felt his tongue in my mouth. I tasted it and then I knew what I was tasting. We didn't stop though. Ray took one of my hands and put it on his boner. The rubber wasn't bad. I just didn't know what to do. We didn't stop kissing though. He just started rubbing my hand up and down on it. Then he let go of my hand and I knew what to do. I just kept rubbing it up and down while we kissed. Then Ray moved his hand that was underneath him and he put it on my boob. Randy had tried to do things with my boobs before but it never felt like this. That wasn't all though. Ray put his other hand between my legs and smeared my own juice all over my clitoris. Everything was so new to me. I was feeling tingles and warm bursts all over as we kissed. Then Ray started getting all jerky in my hand. I stopped kissing and asked if he was okay. He quietly said, "Kellie honey, I'm going to have an orgasm like yours now. Please let me kiss you and just keep doing what you've been doing." We started kissing again. I tried putting my tongue in his mouth. When I did it, he pushed his boner into my hand really fast. Then I felt his boner jump a few times. Ray stopped rubbing my clitoris and removed my hand from his boner with his hand. He just held my hand and put it between my legs with his. He held my fingers so that I knew what to do. I rubbed my clitoris and he rubbed everywhere else between my legs. Ray was almost pinching my nipple when I got my third orgasm to start. I didn't know what was happening. This one was just as strong as the last one but it was kind of different. We were still kissing each other until I couldn't breathe. Then, just when it was really getting strong, I got a sharp pain way inside of my beaver. I almost stopped rubbing but it felt too good and the pain was going away quickly. It took me a few minutes to get to where I could lean forward. When I did, I saw Ray's middle finger all the way in my beaver. "What did you do that for?" I kind of shouted. Ray looked kind of sad and afraid. He said, "Kellie honey, I'm really sorry. I tried to do it when it wouldn't hurt. I just wanted you to be able to do everything. I didn't mean to hurt you or anything!" It didn't really hurt that much. I said, "Ray, it's ok I guess, but why did you do it?" He kept going on about not wanting to hurt me. I finally said, "Ray! I mean it! It doesn't hurt! I just want to know why you did it!" That finally convinced him and he said, "I did it so that there is nothing that you can't do." I had no idea what he was talking about. I said, "Huh?" Ray kissed me softly and then said, "You can have a guy put his boner in there now and do it for real." I knew that ‘doing it for real' meant that a guy had to do something inside of a girl, but I didn't know all of the details. I asked, "You mean that you and I can do it for real now if I want?" Ray nodded. I asked, "How come you have to do it with a finger first?" Ray explained how a girl's body changes inside of her beaver when she gets an orgasm, and how it can hurt sometimes if a guy just does it with his boner. Then he told me that there would probably be a little bit of blood on his finger because it tore a good big hole in my hymen. He was right. There was blood on it when he took it out. It stung a little bit too. Ray and I got up and went to the bathroom by my room. He had taken off the rubber and had it in one hand. His other hand had my blood on the finger. I turned on the water in the sink and Ray rinsed off his finger. Then he tossed the rubber into the toilet. Ray then used a washcloth to wipe off his wiener. It was kind of embarrassing, but I really had to pee. I said, "Ummm. Ray? I've really got to pee. Would you mind?" He just smiled and said, "Can I show you something cool?" I said, "Sure, but I've really got to pee first, ok?" Ray sat on the toilet facing the back of it. Then he asked, "Do you think you can do it sitting on my lap?" It was another new experience for me. It felt funny at first, but once I started peeing it didn't really matter. When I was done, he asked if he could wipe my beaver. I let him and then I got up. Then he asked if I would mind holding his while he peed. It sounds kind of stupid, but it was something that I had always wanted to do. I made a mess at first, but then I got the hang of it and was a pretty good shot too. We went back to my bedroom and I had just sat on the edge of my bed when the phone rang. I just about freaked. I felt as if the two of us were the only two people in the world up until that happened. I answered the phone and it was Dad. He told me that he was sorry for not being home yet, but that he and Mom were going to go out with friends for a while. I had no idea what time it was. I asked, "When will you be home then?" Dad said, "I've got to go and pick your mom up right now, but we'll try to be home by midnight, ok?" I told him to have fun and that I'd probably be asleep when they got home. Then we hung up. Ray was shocked when I told him that it was my dad who called. He was even more shocked when I told him what time it was. It was almost seven-thirty! Then I told him that we had until eleven o'clock if he wanted. Ray relaxed and then asked me if I wanted to look at the pictures. I said, "sure." He pressed a few buttons on his computer and then they started coming up automatically. The first ones were just of me posing and laying on the bed. Then there were some with Ray on my bed too. I asked, "How did you do those?" Ray smiled proudly and answered, "Kellie m'dear, those were done with the timer. I set it to take a new picture every ten seconds." Everything that we had done was on pictures in his computer. I looked really dumb in some of them. The worst were the ones where I was getting an orgasm. I was all squirming and weird looking in those. We went through all of the pictures and then Ray said, "Kellie, I've got enough drive space left for two whole hours of a new picture every three seconds. Do you want me to take pictures of us making love?" I think it probably should have bothered me, but it didn't. I knew that Ray wasn't going to do anything mean to me so I said, "Yes." Ray opened one of the boxes and took out some tubes of stuff and a small box. I asked him what they were. He answered, "These tubes have stuff in them that will make my boner very slippery. It will make it so that it always feels good when we are making love. The box is just rubbers so that you can't get pregnant." I don't know why, but I told him anyway. I said, "Ray, I can't get pregnant yet anyway. I don't have periods yet." The look on Ray's face made me wonder what he was thinking. He asked, "Kellie, are you sure about that?" I nodded my head at his stupid question and answered, "I think I would know!" He smiled and apologized for asking. Then he said, "If you really don't get periods yet then we can make love like married people do if you want." I asked, "What do you mean?" Ray answered, "Well, I had an AIDS test three months ago and I haven't slept with any women for almost six months. That means that you can feel what it's really like to have a man inside you when he has his orgasm." I didn't know what I should say. I asked, "Is it better that way?" He looked me right in the eyes and said, "I don't know if it feels different for a woman, but it feels much better for a man." I said that we should do it without the rubber then. Ray got the camera all set up and then he lay on his back on my bed. His wiener wasn't hard yet though. He asked me if I would mind trying to lick it and put it in my mouth and stuff. I said, "Ok." Then I sat on the bed by him and licked it for him. I guess he liked it because it turned into a boner pretty quickly. Ray didn't stop me though. He told me that it felt really good when I did it. He especially liked it when I licked the part where the top thing is connected. I did that for a while and then he said that we should start. Ray squirted out a huge gob of the jelly from one of the tubes. He put it in his hand and smeared it around. I asked, "Why are you doing that Ray?" He said, "Kellie, it is kind of cold and I wouldn't want to put it in your beaver unless it is all warmed up first." Then he asked, "Do you want to do some too?" I said, "Sure," and he handed me the tube. Then he asked me to get on my hands and knees on the bed. I turned around just like he asked and my head was right over his feet. Out of the blue Ray said, "Yours is the most beautiful little beaver that I've ever seen Kellie." I didn't know what to say so I just said, "Thanks." Then Ray started pushing the jelly stuff into my beaver hole. It felt nice. Then he picked up the tube and said, "This part might feel a little funny but I smeared enough of the warm stuff in there so that it shouldn't be cold." I said, "Ok." Ray put the tip of the tube inside of my beaver hole and then squeezed almost the whole thing in there. It did feel kind of weird, but it felt good too. I got to smear my jelly all on Ray's boner. It made it all slippery. He said, "That feels nice Kellie." I asked, "Do you want me to do it some more?" Ray said, "No, I think we should make love now, ok?" I felt really dumb, but I had to ask him what was going to happen. He told me that I would just sit on his boner and it would go up into my beaver hole and then we would be making love. I was ready to try it. Ray had me try it on my knees at first. That way he said that he could hold up my bum if I went too fast. I could feel his boner right at the opening to my beaver hole. Then he said, "Look right at the camera while you are sitting down, ok?" I asked, "Why?" Ray answered, "Because Kellie, this is going to be something that you will remember for the rest of your life and you will be lucky enough to have pictures of every minute of it." I said, "Oh, Ok." His boner only went in a little bit at first. Then it went way in me. And it finally went all the way in. It felt so good and so personal that I can't really describe it. Ray knew what I felt though. He softly said, "Kellie, I love you honey." I felt like crying. I said, "Ray, I feel like crying." He spoke softly and lovingly and said, "It's ok honey. All girls feel like that for the first minute or two. It's perfectly normal." Then he said, "Lay back on my chest and I'll just hold you like this for a few minutes." I did just what he said. He took hold of my shoulders and helped me to get my legs out from under me. Then I lay on his chest with his boner still way up in me. Laying in Ray's chest was somehow soothing. It was even more soothing when he started rubbing my tummy. I know that sounds corny, but it really felt nice. Ray kissed my neck and ears. He kept telling me how beautiful I was and how lucky he was to be doing this with me. It didn't take very long until I didn't feel like crying any more. I asked, "Do you really love me Ray?" He softly answered, "Kellie, I love the way that you make me feel. I love how tender and honest you are. I love the way that you giggle when you are nervous. And, I especially love the way that you feel inside." I knew that he didn't really love me the way that I meant, but it felt good when he said those things. I was starting to feel strong tingles in my beaver again. I asked, "Do I really feel nice inside?" Ray breathed hot breath on my neck and slowly kissed it again. Then he answered, "Kellie, I've never been inside of any woman who felt as good as you feel right now." I asked, "Will it feel better if we do more?" I felt his head nod and he said, "Yes honey. It will." Then Ray asked, "Are you ready to try it again?" I nodded and bumped his head with the back of mine. We both laughed and said, "Sorry." Ray helped me to get back like I was before. Then he held my waist with both hands and kind of rocked me back and forth with his boner way up inside me. I could feel it move from the front of me to the back of me when I did it. The tingles were getting really strong again. The stronger that they got, the more he helped me to rock. I said in a shaky voice, "Ray, I'm getting one again." He pushed up into me from underneath really hard and fast when I said that. It happened all over again. My body went all nuts on me and started squirming. I couldn't make it do what I wanted. Ray kept thrusting up hard. It felt wonderful. It lasted for a very long time and then I got super ticklish inside when it was over. I said, "Ray, it tickles way too much inside right now, ok?" He stopped pushing up. Then he asked me to turn slowly around. It was hard, but I did it. Then Ray took me in his arms and held me very tightly. His boner was still in me. I felt my boobs pressed into his chest. Then we kissed. It was a kind of kiss that I had never ever felt before. It really meant something. I mean, I can't really tell you what it was like, but it was more than just kissing. It was like our souls were joined or something incredible. We kissed and held each other like that for a long time. And then Ray rolled over on top of me. He said, "Kellie, I want you to let me know when you start getting another orgasm, ok?" I just nodded. He held himself up by his elbows and then he pushed his boner into me. He was really slow at first and then he got faster. It felt as good when he was moving it out of me as it did when he pushed it back in. It took lots longer for me to get an orgasm that way, but I started to get one. I said, "Ray honey, I'm getting one now." Ray got lots faster and really pushed it in hard. I felt my body going all weird again and then the good feeling got really strong again. I had to close my eyes. Then Ray started getting all jerky too. He started shaking and then I felt it. It was hot. Ray got his orgasm and put his juice in me. I was in a kind of a dream feeling that was all good and warm. Ray kept putting it in after that but then he stopped and rolled me on my side next to him. We held each other again. "I do love you Kellie. I really do love you," Ray said in the sweetest voice that I've ever heard. I knew that he meant it too. He was looking right into my eyes. I smiled and hugged him tighter. Then I whispered, "Want to know a secret?" Ray nodded. I whispered, "I love you too Ray." Then I fell asleep. I woke up to being kissed all over my face. When I opened my eyes Ray smiled and whispered, "I still love you Kellie. Will you marry me some day?" I smiled right back at him and whispered, "Yes Ray. I will marry you some day."