Eli had been crushing on Clare for a while and it was no doubt that they were into each other. They were best friends and the feelings were bound to grow between them so calling a 'tutor' session, made them both giddy. Eli was too turned on by Clare's little shorts and her t shirt.

"What'd you get for 3? About Carson?" Eli questioned.

"Um hold up." She skimmed back at her answer, checking for accuracy.

"You know what, I have a better idea." Eli spoke up randomly.

"How about you stop getting distracted?" Clare challenged.

"Let me just give you a massage as you study, cool?"

"Fine Eli, whatever." She playfully rolled her eyes. Eli grabbed the crème to put on her back to release aches. He crawled on top of her back as she laid stomach down and began to massage her shoulders and her neck. He massaged her lower back and began to trail his hands up. Clare grew a bit hesitant but figured she was just overreacting. She didn't have a bra on so she grew even more uncomfortable.

"Whoa Eli, watch your hands."

"Calm down." He pushed her shirt up a bit more and her breasts were revealed but she lied against the bed so Eli wouldn't see. "Eli, my mom is downstairs."

"And I'm just massaging you."

She nodded and relaxed herself moving the books out the way. He massaged down her butt, adding the crème to her back as he worked his magic. He looked down at her shorts and rubbed further into them. "Elijah, you're touching my ass." She said

Eli laughed, "Fine, neutral territory. Eli reached over and softly gripped her breasts. "Okay, that's enough. Now you're touching my breasts? You're insane."

"Come on, I was just massaging you. That's what happens when a masseuse wants to make his client feel good. Please." She laid back down hesitantly.

"Eli, you're really making uncomfortable." She admitted. "Do you like me or something?"

"Maybe." She blushed and hit her cheeks away from him. "Do you wanna do something?" He asked.

"I'm not into this kind of stuff." She defended.

"Well how do you know if you never tried it?" He asked.

"It's gross."

"You never had sex or was intimate at all so how would you know?"

"I just do." Eli turned her over and laid her down. He slowly lifted her shirt up and watched her turn away, "This is so weird." She muttered.

"Just pretend I'm one of those vampires from those movies." Eli joked.

Clare laughed and covered her face with her arms as Eli massaged her breasts. He leaned down and flicked his tongue over her nipple, "I cant believe I'm letting you do this to me."

Eli smirked and sucked on her nipple while lightly playing with the other. He sucked her breasts as he smiled up at her hearing her whimper.

Eli tugged her shirt and she sat up and threw it on the floor. "Is this what you've been thinking about every time we have sleepovers?" Clare asked lying back down comfortably.

"For the most part." He chuckled. Eli poured some of the oily crème on to her breasts and softly massaged them, lightly squeezing them hearing her heavily breathe. He ran his hands up and down her chest, "Does it feel good?"

She bit her lip and nodded, "It feels so good."

"Do you want an ass massage?" Eli asked rubbing his hands up her chest.

She looked at him weirdly, "Not really." He tugged at her shorts, "Stop denying your urges, Clare." He pulled down her shorts as she turned over. He rubbed her butt and heard her moan, causing him to get hard. He pulled down her panties and she abruptly turned to him, "What the hell are you doing?"

"Your panties are getting dirty from the crème. I'm just tryna help you out." She didn't deny it as he pulled her panties down. She buried her face in her palms, hating herself for enjoying this so much.

"I'm sorry Eli, I cant do this." She sat up.

"Let me at least finish, make your whole body evenly creamy." Eli smirked. She lied back down and let him finish. Eli massaged her butt and lightly smacked it. "Your ass is so plump." Eli bit his lip looking down at her butt as she lied down, facing the opposite direction. He heard her moaning and knew she was turned on. He trailed his hand down and lightly touched her folds, causing her to moan again.

"Do you mind…if I taste you?" He asked. She was turned on and didn't care to say know. "Mhhmm." She moaned as she kept her face buried in her hands. He widened her legs a bit as she arched her hips. Eli leaned down and lightly touched her clit was his tongue, loving the sound of her moan. He lightly blew on it and and flicked his tongue inside of her clit. "Eli." She lightly moaned. "Don't stop."

Eli smirked as he began to suck on her clit. He pulled back, "Can you turn over so this could be easier for me?" She turned over and lied properly on her bed as he widened her legs. He ran his fingers on the outside of her folds.

"It feels good right? Its not weird?"

She shook her head, "So good." She heavily breathed and whimpered continuously. Eli began to suck on her clit, hearing her juices flow deliciously. He lightly pushed a finger inside of her. "Oh my-"She quickly covered her mouth to stop her profanity and any chances of her mom catching her. She looked down at him and widened her legs even more, "That feel so fucking good."

Eli pushed another finger inside of her and thrusted his fingers faster. Her hips arched as she grew desperate to cum. She grinded herself against his mouth and his fingers, "Please Eli." She begged tugging at his hair. He sucked harder and pushed his fingers deeper as she broke the skin on her lip trying to stop the moans. Eli put his other hand in her mouth, hoping that would keep her quiet. She sucked on his fingers as she came and heavily breathed, gasping for air.

Eli sat up and ran his hands up and down her body, "How was that?"

She pulled him down to her without a response and smashed her lips to his.