Author's Note: This is kinda long, but I had a really, really long chapter here unintentionally, so I decided to split it between two chapters. This is the second part of it. So you get a double post today. Hope you enjoy. Special thanks as always to BluCrayons.

Chapter 11: The Talk

"Hey, Mike, can we talk for a second?" Valerie said. They had gone out on a date of their own and Mike was just dropping them off. He had kissed her good-night and was ready to leave when she grabbed his wrist.

"Sure," Mike said as she pulled him inside. She wasn't exactly giving him much of a choice, though. "What's the matter?"

"Every time you kiss me, you pull away," Valerie said.

"What?" Mike asked slightly confused. He would admit that he pulled his hips away, but he didn't actually pull away from her entirely.

"You pull away," Valerie said. "You even did it just now. You back your hips away from me. Why?"

"Uh...I…" Mike stuttered a little. He wasn't really sure what to say. He knew she was right, but the whole point of doing it was so she didn't know about his reaction.

"Is it because you don't want me to feel you?" Valerie asked. "Cause it's ok. I would actually be offended if you didn't react that way."

"Well, I uh...I just don't want to move too fast," Mike said.

"We've been dating for over 5 months now," Valerie said. "And we love each other. We both know it. It's ok for you to feel that way."

"Are you saying you actually want to, you know…" Mike trailed off.

"Maybe," Valerie said leading him over to the couch. "But we'll never know if you keep shying away from it."

"I'm not shying away," Mike said. "I'm just…I don't want to push you. Or rush anything. Yes, we've been together awhile, but I don't think there's really a standard timeline for this kind of thing."

"I'm not saying we have to have sex, Michael," Valerie said. "I'm just saying, don't be afraid of your body's natural reactions."

"I'm not," Mike said, though he wasn't entirely sure that was the truth.

"You are," Valerie said placing a hand on his chest and pushing him down on the couch softly. "Now can we try that good-night kiss again?"

"Uh…" Mike started but stopped when she straddled him on the couch, braced herself by placing both hands on the back of the couch on either side of him, and leaned down to kiss him. Any objection he may have had was caught in his throat as she pulled his bottom lip into her mouth, sucking gently. He groaned a little in response and felt his pants tightening again. Not that it had relaxed that much from the first time they'd kissed that night only a few minutes ago. Instinctively, he tried to move his hips away, but she only pressed her hips into him further.

When she pressed her hips into his, he felt her own reaction to him. She was warm and slightly damp between her own legs, and pushing into him only made her warmer. She groaned a little herself as she carefully rocked her hips against him, brushing against his ever tightening pants. The feel of her brushing against him pushed him farther into a state he wasn't sure he wanted to be in. He pulled away from her slightly and gasped at the feeling.

"Oh God," Mike breathed. Valerie giggled a little at his reaction.

"Haven't you ever done anything like this?" Valerie asked.

"No," Mike choked out hoarsely. He cleared his throat a little before continuing. "Not really. Have you?"

"A little," Valerie answered lowering her head to kiss his neck softly. Mike felt a shiver go down his spine as her lips lightly brushed over his skin and his eyes rolled up in the back of his head a little. His pants were almost becoming too tight for comfort. He couldn't help but let his desire grow further, pressing even further into her. In response, she got even warmer and damper. He was quickly losing all control even as she whispered in his ear. "Put your hands on my hips."

"Ok," was all Mike could say. His voice was almost gone. He did as she was asked and wrapped his hands on her hips as she moved to kiss him again. As she deepened the kiss, Mike subconsciously let his hands move. He moved his hand up the back of her shirt and felt her bare skin underneath. Hot and soft to the touch. She once again rocked her hips against him, pushing harder into the bulge against his pants. He couldn't take it anymore.

"Mike," Valerie moaned as he pulled her closer to him. He could feel her breasts pressing into his chest and felt her nipples had tightened even through her shirt and bra.

"Valerie, are you sure you're ok with doing this?" Mike asked gruffly. "Cause I gotta tell you, I don't think I can really hold this in much longer." Valerie didn't answer. She just pulled away from him and smiled softly; a slight twinkle in her eye. Mike wasn't sure if she was having misgivings or what until she slowly started unbuttoning her blouse. He just sat there and watched as she revealed more and more skin. Her bra was black lace and held up her breasts perfectly. Though that may have been because her breasts themselves were perfect.

"Only if you're sure you want to," Valerie said before leaning down to kiss him again and tossing her shirt on the floor. He groaned into her kiss and pushed his hips back into her letting her know that he was ok with this.

"Maybe we shouldn't do this out here," Mike said. "In case, you know, they come home."

"Then come with me," Valerie smiled getting up and holding out her hand. He took it and she led him to her room. She shut the door behind her and turned back to him to start taking off his shirt. He took off his shoes quickly, wanting to rid himself of his clothes that had become so constricting, and kissed her again. He turned her around and gently lay her down on the bed, planting soft kisses on her neck before trailing down her collarbone to the top of her bra. She groaned and arched her back in response. His hands roamed her body, loving the idea of exploring every inch of her. Her soft, beautiful skin growing warmer with each touch.

He moved back up to capture her lips in his again while his hands moved to undo her pants. She groaned into his kiss and arched her back while pulling him down on top of her making it harder for him to undo her pants. But he was now determined. She had pushed him past the point of no return. And seeing her still wrapped beautiful breasts so taught and ready for him like a present made it even worse. He finally got her pants undone and she wiggled herself out of them as he pulled them down. He pushed himself up a little to take a moment to look at her beneath him.

"Mike," she moaned looking at him desperately. Mike smiled as she wrapped her legs around him to pull him close to her. But he had to get out of his pants before he died from lack of circulation. He stood firmly and unbuttoned his pants before letting them drop the the floor. He leaned back on her bed and swallowed her lips in his again. His hands trailed all over her body, pulling the straps of her bra down before slipping his hand underneath her arched back. He'd never done this before, but he'd seen bras from the numerous times they'd dressed as girls and so knew how they worked. So he quickly unclasped her bra and then pushed himself up on the bed to take her bra off and look at her.

He'd never seen a woman in this state of undress before. There was a thin sheen of sweat already building all over her and her goosebumps that rose beneath his touch signaled her pure desire for him. They were both breathing heavily in anticipation of what they were about to do and he relished in watching her perfect, beautiful breasts rise and fall heavily with her excited breathing. But she couldn't wait. She couldn't let him have the time to admire her body beneath him.

"Mike!" she groaned desperately and wrapped her arms around his neck to bring him closer to her. She wrapped one leg around his waist and squeezed, pinning him to her body. He felt just how warm and damp her panties had become as she pushed into his own underwear. He suddenly felt like there was still way too much fabric between them. He pulled her hand away from him, releasing her grip on him and softly kissed her hands, trailing kisses all the way down her arm.

"Patience, Valerie," Mike whispered hoarsely. "I wanna savor this moment."

"Oh God," Valerie moaned desperately.

"I know," Mike said. "I don't want to rush this." Mike smiled as she groaned and closed her eyes, letting him explore her body with his lips and hands. He moved to kiss her collarbone before letting his kisses trail further south. He latched onto her breast, sucking her nipple tightly but carefully into his mouth, not wanting to hurt her. She gasped and arched her back further into him. His hands trailed down her hips and hooked under the elastic on her underwear. He slowly pulled down her underwear and she kicked them to the floor. He pulled back again to admire the beauty that was her entire naked body beneath him. She truly was beautiful and this seemed perfect. Mike leaned down to resume kissing her entire body.

While his lips tried to find every inch of her bare skin, his hands worked their way up and down her legs. Gently brushing her thighs and teasing her soft, warm skin. She was nearly writhing beneath him now, unable to hold out much longer. He obliged her and placed his hand gingerly between her legs. She was slick and warm and as soon as he touched her, she cried out in ecstasy and bucked into his hand.

"Oh God," she moaned as he slipped a finger inside her. He carefully worked her while sucking at the soft flesh of her neck enjoying the sound of her ecstasy and the feel of her body quivering beneath him. She moaned his name over and over again as he played with her, pushing her closer and closer to the edge. He wasn't sure what he was doing, only that she was enjoying it, so he continued. When his thumb brushed against the soft, sensitive nub, she moaned even more. So he placed his thumb over the soft spot and rubbed while moving his fingers swiftly in and out. She cried out, nearly screaming, his name and her entire body arched so much, she seemed to lift right off the bed.

"I love you," he whispered softly in her ear at the moment he felt her entire body quake. She fell limp beneath him and groaned softly. Mike moved to kiss her again and felt himself nearly ready to burst just from the thought of how happy he'd just made her.

"Mike," she whispered.

"Did you like that?" Mike smiled.

"You sure know what you're doing for someone who's never done this before," Valerie said.

"What can I say," Mike said kissing her softly. "I was just following your lead."

"You're a natural," Valerie laughed. "Now take those boxers off and take me."

"You sure?" Mike asked.

"Do I have to rip them off you?" Valerie asked.

"Wait, I don't have any umm…" Mike trailed off.

"It's ok," Valerie said impatiently. "I'm on the pill."

"I thought you said you were a virgin too?" Mike asked.

"I am, but I've kinda been dreaming about this moment for months so shut the fuck up and take the damn boxers off," Valerie said pulling him down to kiss her again. Mike laughed a little but stripped himself of his boxers. She let her hands roam his body before she gripped him tightly.

"Oh God," Mike moaned as she stroked him, getting him ready. Not that he really needed much help in that area. He was already rock solid. She wrapped her legs around him and guided him to her entrance. He wanted to push this out a little further, but she was obviously very impatient. It was both of their first times, so he hoped that as they progressed they could take the time to be tender and enjoy it more. For now, he was almost ready to explode and as he pushed himself inside her but he had to hold himself back because he didn't want to finish too early. He looked at her face and saw a flash of pain cross it and immediately freaked out.

"Are you ok?" Mike asked. "What did I do? I'm sorry."

"Shut up," Valerie moaned. "I told you, I'm a virgin. It's supposed to hurt a little. It's ok. Just give me a minute."

"Ok," Mike said slowly, scared that he really did hurt her. After a few seconds, the pain left her face and she smiled at him.

"Don't worry, Mike," Valerie smiled. "You're sweet for worrying, but I'm ok. It's natural for it to hurt a little the first time. It won't be like this every time."

"Tell me if I hurt you," Mike said. He pulled out slowly, just in case, and carefully pushed back in. This time her face was lined with ecstasy. Mike took this as the sign that she wasn't in pain anymore. He pulled back out and pushed back in, picking up the pace a little. He was close to popping again, now that he knew he wasn't hurting her. But he didn't want to finish too soon. He couldn't rush it this fast.

He remembered the soft spot between her legs and how happy she was when he kissed her neck, so as he pulled out he placed his fingers back on that soft spot and played with it more. She nearly screamed again and he saw her hands gripping the bedsheets. He leaned his head down to kiss her neck and she wrapped her arms around him. He could feel her breathing heavily in his ear, moaning his name as she was pushed close to the edge again. He felt her nails dig softly into his back, but he didn't mind so much.

She got louder and louder again as she was pushed toward the edge. She seemed to like it more the faster he went, so he picked up the pace and thrust into her feeling the pull at the back of his own loins. He was ready to explode and couldn't stop himself when he felt her tighten around him, almost pulling him deeper into her. He cried out in ecstasy himself as he exploded inside her. He sat there for a minute relishing the moment and looked down at her. She smiled at him, but he knew that she hadn't finished yet. He leaned down to kiss her and carefully pulled himself out from between her legs. He trailed kisses down her again, pausing to pay a little attention to her breasts, now shining with sweat.

"Mike?" she asked.

"You aren't done yet," Mike answered moving lower. He kissed her navel softly before getting on his knees on the floor. He kissed the inside of her thigh and she shivered at the sensation.

"Oh God," Valerie moaned enticing him to move closer to her soft, warm, slick center. He captured her in his mouth and slipped one finger back inside her and she cried out. Her whole body started shaking again as his tongue flicked and swirled around her. She tasted better than he expected. And the force of her bucking beneath him made him smile. She was loving this. After only a few minutes, she nearly lifted herself of the bed and screamed so loud he almost thought the neighbors could hear.

"You're gonna wake the dead," Mike said laughing as he curled up into the bed next to her. He pulled her close to him as she came down from her high. They moved up to the pillows and just held each other, happy. He never knew sex could bring such perfect bliss. Especially with such a perfect woman. Even this, just wrapping his arms around her, was perfect.

"I love you, Michael Nesmith," she whispered resting her head on his sweaty chest.

"I love you, too, Valerie Miller," Mike answered holding onto her tightly. He never wanted this moment to end. He wanted to stay there with her for the rest of his life. Never leaving her warm embrace.