I Own NOTHING, I am NOT profiting from this in any way.

Odie, Herry and Neil were at the bar, playing pool, and having a good time. They were celebrating the defeat of Cronus. Jay, Theresa, Archie and Atlanta had stayed behind at the dorm for their own celebration. They all knew what that meant so they decided to leave them alone.

Odie was taking his turn, when he heard something. "Hi Odie." The voice was sweet and melodic and Odie knew immediately who it was. It was Valerie, whose town he saved from Josephine X the Sphinx. They had been seeing each other since then and have become an official couple. When Odie saw her his eyes went wide with surprise, because up until now, she had always dressed like she just stepped out of an old 50's movie. Not that she didn't look good that way but it wasn't the 1950's anymore. Now, thanks to Theresa, she had updated her wardrobe. She stood there wearing a green tank top, blue denim shorts and black sandals, and Odie thought she was a knockout.

At first he couldn't speak, until Herry nudged him with his elbow. "Huh, oh! Hi Valerie, wow you look great." "Thanks, I feel kind of strange wearing these, their so different from what I'm used to" Valerie said king of self-consciously as she rubbed her arm. Odie set down his pool-cue and went over to her and took her hand in his. She looked into his eyes and he was smiling. She smiled back as their lips met in a tender, loving kiss. Herry and Neil felt slightly awkward by now, so Odie turned to them and excused himself.

Holding hands with his girl, they left and went to Odie's scooter he gave her his helmet and asked where they could go. "We could go to my place; Mom and Daddy are out of town for the weekend so I'm all alone." Valerie said shyly. "Ok, let's go" Odie said as he started his scooter. Valerie wrapped her arms around his waist and snuggled up to his back as they road off into the night.

After about 20 min. they made it to Valerie's town and her house. Odie parked his scooter next to the garage and Valerie took her house key out of her pocket and opened the door. They went inside and Odie made himself at home on the couch. Valerie locked the door and asked if Odie wanted a drink. "No thanks, I'm good." Valerie went over to Odie and sat next to him on the couch and then she slid both arms around his neck and kissed him hard on the lips. Odie quickly got into it and wrapped both hands around her slender waist and kissed her back. Valerie then grabbed Odie's jacket and began to pull it off of him. Surprised at her forwardness, Odie looked into her eyes and knew what she wanted. "Are sure about this?" he asked, "Yes Odie. I love you more than anything or anyone. I want you to be my first, and only." Odie could see the passion in her eyes and he could hear the desire in her voice. That was all the reassurance he needed. He shrugged of his jacket and kicked off his shoes and socks. Then Valerie grabbed Odie's T-shirt and pulled it over his head. She stared lovingly at his smooth chest as she ran her hands over it. Odie may not have had big muscles like the other guys, but he was toned and she thought he was perfect. Odie took the next step as he pulled her tank top off over her head. He saw that Valerie was wearing a strapless black lacy bra, and it looked amazing on her. He stared for a while, but Valerie began to blush. "Odie, you're embarrassing me." He tilted her chin with his finger so to look her in the eyes, "You don't have to be embarrassed, you're beautiful." That was all she needed to hear. She kissed him once again before reaching for his belt. She undid it and soon undid his pants and was pulling them down his legs and threw them to the side. Now Odie was only in his boxers. Not wanting to be outdone, Odie pulled Valerie to her feet and undid her shorts and pulled them down. She stepped out of them and Odie saw that she was wearing a pair of silky black panties that took his breath away. Odie stood up and reached behind her and undid the hook on her bra. She stretched her arms forward and let him pull the garment down her arms then drop it to the side. Odie's eyes went wide at the sight. Here he was starring for the first time at his girlfriends, or any woman's bare breasts. They were the most beautiful things he had seen in his life. "Gods, you are so beautiful Val." "Oh Odie, you always know what to say." Valerie took his hand and placed it on her right breast. Odie took the hint as he began to massage it and then he reached his mouth down to her left breast and kissed it, then he began to suckle it. Valerie's eyes rolled back at the new sensation. She then reached down and pulled Odie's boxers down. Odie stopped his actions to allow her to continue. She stared in amazement at Odie's eight-inch member. At first she was nervous as she was afraid it would hurt. But she began to ignore the fear as she began to stroke and suck on it. Odie was stunned as he sat back on the couch and let her perform her work. He tenderly stroked her hair as she continued to suck him, moaning and grunting every now and again, until he felt his climax building and then explodes right into her mouth. She swallowed and looked up at him with a slightly dazed expression, and then Odie stood up and pulled her to her feet and then picked her up and gently laid her on the couch. He got on with her and pulled her panties down her legs leaving her just as bare and exposed as he was. He looked longingly at her sex, and then he bent his head down and began to lick her, probing slightly with his tongue as he gently massaged her thighs and buttocks with his hands. Valerie bit her lower lip and gripped the armrest of the couch. She had never felt this way before and she didn't want it to end. Soon she came into a big climax as well screaming his name in the process. Once she had recovered, Odie crawled up to meet her eyes. "You were amazing Odie" Valerie said slightly out of breath. "You too" Odie answered. "But I need more" Valerie pleaded. Odie needed to hear nothing else, he started to get ready, but then Valerie grabbed his face to look at him. "But I'm scared. This is my first time. Please be gentle." She said with a slight twinge of fear in her voice. Odie smiled as he tenderly kissed her. "I promise." Taking her lips in a kiss once again, he slowly began to penetrate her. She winced slightly at the discomfort, but it was soon replaced with a better feeling. He pushed further and further until he hit her virgin barrier. He looked to her and she held her breath and nodded. He kissed her again and thrust in taking her virginity and his as well. She screamed and cried at the pain and Odie stopped to let her adjust. Soon the pain subsided and she began to wiggle her hips to get him going again. Odie took the hint and began to thrust in and out of her and she began to buck her hips to meet his. She wrapped her legs around his waist and rested her feet on the small of his back. "OH Odie, Unnn… Ah, Harder, HARDER!" Odie complied and began to thrust in harder and faster, until they could both feel their climaxes building. "Oh Val, I'm gunna.. I can't hold out much longer." Just let it go. Don't hold back." And soon they both came in a loud screaming orgasmic finish. Odie pulled out and lay back on the couch. Valerie wrapped an arm around Odie's chest and cuddled up to him. Odie wrapped an arm around Valerie's back, and rested his cheek on her head. "I love you" Odie said. "And I love you too." She replied. And soon they were booth sound asleep.