It took a long time for Emma to be comfortable kissing Will in her underwear. She was always concerned of how he would react when he felt her there. It was embarrassing to Emma and she didn't know how he would respond. Whenever he started kissing her she felt very...warm in places she never felt that way before.

When Emma had nothing to do, her mind would drift to what ever happened between them recently. When her mind ran over the way Will touched and kissed her, she would feel that same warmth as when it was actually happening.

The feelings were reoccurring. If Emma saw a couple on tv or on the street kissing, her mind would think of the way Will kissed her when they exchanged I love you's. Soft and warm, much like the kiss that was happening at the present.

Suddenly, Emma pulled away. "I feel warm." Emma pulled the blankets over her half naked body to cover herself.

"It's September, sweetie." Will moved towards her and sat up beside her. "What's on your mind?"

"Whenever I kiss you, or think of kissing you, I get really warm." Will smirked to himself when she told him this. It was wrong, but his virgin girlfriend getting so aroused at just the thought of him? Pride steeped in and raised the corner of his lips. "I don't think it's normal. Is it?"

"Where do you get hot?" Will's voice had dropped an octave and was laced with lust. "I want you to hold my hand." Emma complied with a confused look on her face but his hands were always so soft. "I'm going to kiss you, and I want you to place my hand where you feel warm. Okay?"

"O-Okay." Will turned his head and met Emma's lips with a compassionate kiss. Emma let Will take over, straddling her and swirling his tongue around her mouth. His hand rested on her ribs as a default place but he knew that wasn't where she felt hot.

"Are you warm?"

Emma let out a moan of response and gently thrusted her hips upwards into his.

"Show me." Emma dragged their hands down her torso and stopped just above her panty line.

It was noon on a perfect Saturday morning, the only thing Will and Emma did so far was kiss and touch each other. Last night they fell asleep in their underwear so nobody had to remove any clothing. Somehow Will dragged the bed sheet over their bottom halves. Everything was sealed off from the world, just the way Emma liked it.

Will repeated his question. It would only be okay to touch her when she said so. He didn't want to have another freak out like years ago when she asked him to take her virginity and ran out with no shoes on. Emma's hand dragged lower and let go. Will let his hand hover, not knowing what to do.

"I-Will it's okay." He still didn't move. "I don't want to do it myself. But you can."

Will's hand dropped to the mattress and he moved his head closer to hers. "What do you mean you don't want to?"

"I-I've never touched myself." Will felt a painfully nice twitch in his lower region. His innocent, virgin girlfriend.

"Do you want me to?" Will moved closer so their chests moved in sync but their bottoms did not touch. Her heart was beating erratically.

"Yes." Emma mewed softly in his ear.

"Let's do it together." Her heart stopped. A hungry kiss removed her protests from the air. Will found her hand and gently hovered over the place he knew she was hot. "Is this where you feel warm when we kiss, Emma?" A muffed yes came from his neck.

"Show me."

Forcefully Emma placed their hands over her most sensitive spot. Will cupped her roughly, caught himself and slowed down. He massaged her gently, thanking his lucky stars that Emma was letting him do this.

"I'm so proud of you." His breath hot on her neck sent shivers down her spine.

"Does it feel good Em?"Will asked not just to hear Emma's reaction but also because he was genuinely curious. He only touched two girls like this. One never came and the other was stoned the whole time.

"Yes. So, so good." Emma wanted to make Will feel as wonderful as he was making her, but she didn't have a clue what to do. He seemed to like it when she kissed his jawline, so she did that. Will fell on his back and let Emma climb on him. He teased her folds through her wet panties. Since everything was going good so far Will slipped his forefinger under the side of her sexy black lace panties, coming into contact with her wet, warm flesh.

"Will!" He ceased all movement, petrified. Her erotic pants were damp in his ear. "Why did you stop?" Humor lifted her cheery voice almost to his orgasm but he remained calm. Before he could answer though, Emma started grinding into his hand. "I liked it. Keep going." Hastily, Will rubbed his finger back and forth but stopped just after he started. "Please," Emma managed to squeak out.

He tried to control his urges, but two years without sex was a heavy weigh to carry. He didn't want to scare her, so he went slowly. Her moans and groans were his guide. Emma performed assault on his neck and up to his ear. She nibbled on the tight skin around his jaw and sucked on his neck.

"I want women to look at you when you go out and see the indent of my love for you. I want them to be jealous of us and not try to take you from me because you're so obviously in love with me." The things Emma murmured in his ear were driving him crazy. This wasn't like Emma. Or was it? Was the innocent guidance counselor just a cover for the sexy woman writhing above him?

Will slipped another finger inside her, relaxing in the sound of her loud moan. She was close, he could tell. Could she? "Will," His name came out of her mouth in long, drawn out groans. "Will I lo-love you so-so much." She thrusted against his fingers, yes she was very close. "You don't know how much," Will drew out before she collapsed on his chest, panting heavily, syncing with his heart.

"What just happened?" Emma asked after she caught her breath.

"You just had an orgasm. You were so beautiful. You still are. You always are." Will tripped over his words, but saved himself. Kissing her forehead he looked down at Emma.

"That's what that was?" Will nodded. "That was...amazing. So better than I thought it would be." Will let out a breath he was holding and gently kissed her lips. "So when I would get..warm, down there, I was..?"

"Getting turned on. For me. I love you." He couldn't help but throw in that Emma was getting wet for him. He was too prideful that he just gave her an orgasm for the first time in her life. That he did it and no one else. "Em, can you, um, do me a favor?"

"What is it?"

"I just-Can you kiss me? A-And touch me?"

"You want me to.." Emma let her sentence drag on into the white noise of their apartment, not really knowing what he was asking but having an idea.

His eyebrows raised, "Please? I-I'm sorry. I don't want to use or take advantage of you."

Emma kissed him hard before he could say anything else She knew he didn't need her to actually touch him there. That was good. She made a lot of progress but that the hose monster was something for another day.

So she placed her hand on his thigh, right next to where he was throbbing for her. "Em-Emma," Oh God, he was really hard for her. Did he get like this every time they made out? How did he restrain from taking her right then? With an orgasm fresh in Emma's memory she couldn't think of any reasons why he wouldn't have sex with her.

Besides one. He loved her, and knew she wasn't ready.

That Saturday morning, Emma's immense love grew greater by the time they went to sleep that night.