They began to kiss again, his hands roamed her back and slowly moved towards her ass. She didn't protest or pull away, but he wasn't going to push it past this point. He began to rub and knead her, amazed at how soft she was. He thought back to the past summer, staring at that ass in a bikini. It drove him wild. And now here he was, lips pressed against hers, hands rubbing her beautiful ass.

"Gordo" Lizzie whispered in between kisses on his neck. "I want us to move upstairs."

He couldn't believe his ears, though he didn't assume too much was going to happen up there. They walked into her room and Gordo sat on the edge of the bed, trying to hide his painfully obvious erection.

Lizzie shut the door behind her and walked over to the CD player. She put in Radiohead and then sat down next to Gordo on the bed. She looked him in the eyes. "Lets just lay down and see what happens. I want you to guide me through what you like so I do things perfectly."

He swallowed hard. "Lizzie, we don't have to do anything."

She smiled at him and kissed him softly. "I know. I will stop if I get uncomfortable."

He kissed her lips then moved to her neck. In between kisses and nibbles he said "I love you so much Lizzie. I am amazed by all of this."

He was paying lots of attention to the place where her neck turned into shoulders. It was so soft an so sweet.

Slowly they lay down together, and continued to kiss. Lizzie managed to roll on top of him and she sat up, stradling his waist. She could feel his hardness trying to escape from his pj pants as it pressed up against her. It was teasing her but she couldn't bring it much futher then she was about to.

She took his right hand and began to slide it up her soft stomach. She was toned and he could feel his hand gliding up her abs, but at the same time she was so soft and the skin just gave away beneath his hand. She was more then a typical beauty with a hot body, she was real. Lost in thoughts of her stomach he had no idea what he was about to do. She was using his hands to move her shirt up and it was now bunched up underneath her breasts.

He leaned up so he could kiss her stomach. She laughed as his kisses tickled her. He then continued to move his hand upward. Before he knew it his hand was up her tank top holding one of her amazing breasts.

She felt so warm, so gentle, so soft, and so inviting. He looked at her and she smiled. "Just touch me. Feel me." and with that she took her hand off his and removed the shirt. Her breasts wernt huge but they looked perfect on her body. They did not sag at all and the nipples were a perfect pink. He couldn't believe he was looking at Lizzie's breasts. In fact, he couldn't believe she loved him. She had told him she loved him. It just hit him. He shot up and crushed his lips to hers, in another passionate kiss.

Lizzie was taken aback by this kiss. She couldn't believe how weak it made her feel. She litteraly turned to jelly in his hands. She slumped into him, breasts pressed against his clothed chest, and she recieved his kiss. She was so thankful for this kiss. She knew why he was kissing her: Because he loved her too.

Lizzie gently began to tug his shirt upwards. She wanted to see more of David Gordon, her best friend, and now her love. She slid the shirt up his chest and he lifted his arms so she could slide it off. They only broke their kiss for the second it took to remove his shirt. He held onto her waist and continued to kiss her and she held onto his neck.

She decided to explore a bit. She kissed down his chin and the front of his neck. She kissed his adams apple and down to the spot where his neck dipped in. She ran her hands down his chest stopping at his waist band.

She pulled away and looked Gordo in the eyes. Fingering his waist band she asked "So, what do we do now?"

He gulped. "Lizzie... do you... um... want to... touch me?"

A rediculously sexy smiled spread across her lips. "I would like to." Lizzie rolled off his lap and lay next to him, running her finger across the spot on his stomach where his waistband sat. Every so often she would dip a finger underneath the elastic of his pj pants.

Gordo slowly slid his pants down, just enough to expose himself.

Lizzie couldn't believe it. He was huge. It was amazing. She lightly ran her fingers up and down the shaft and ran her hand underneath to cup his balls. This was the first penis she had ever seen and she was soaking it all in.

Gordo was in ecstacy and agony all at the same time. It was amazing to have this beautiful girl touching him, the girl of each and every one of his fantasies, but at the same time it was such a tease.

Lizzie didn't know what do to at this point. "Gordo, just show me how you like to be touched."

He gulped and grabbed her hand and wrapped it around the shaft. He bagan to move her hand up and down. He groaned when he took his hand off hers and she continued to do what she was doing.

He propped himself up on his elbows so he could watch her. The look on her face nearly made him cum every where. She was concentrating on his cock with this sexy gaze. He watched her lick her lips occasionally.

Lizzie felt his gaze and she looked him in the eyes. "Gordo, please cum for me. I want to watch you." He leaned back and closed his eyes, determined to give Lizzie what she wanted. Before he knew it he was starting to cum. His whole body convulsed as her hand pumped faster to work out every last drop. It all hit his lower abdomen. When he was done he felt lizzie gently cleaning him off with a hand towel and kissing the spot on his stomach where his seed had just landed.

She snuggled up against him and kissed his neck.

"Wow" she said in a low, husky voice. "That was..."

He started to laugh and pulled her up closer to his face. "It's your turn darlin'."

She kissed him and lay on her back as he started to kiss down her neck. He ran his hands down her sides, back up, over her breasts, and started the slow decent down her stomach. It was so smooth, warm, sexy. He knew he needed to take his time reaching his ultimate goal, but it was so hard to do.

He decided to go a bit further and he moved his mouth down to one pert nipple. He felt her chest heave as she breathed in sharply, and then he heard the most beautiful sound he had ever heard: her moans.

She started out with soft, timid, moans, but as his tongue began to explore further and further, her moans got more and more intense. Her entire chest was moving up and down in rapid sucession. This was when Gordo decided to take it to the next level.

Slowly he began to move his hand down her tummy and abdomen, and he lightly stroked her through her boxer shorts.

The sounds she was making were delicious and he had to see her face. He moved his lips to her own and experienced the whole new pleasure of kissing her while she was being brought to orgasm.

Her kisses were so powerful, she moaned into his mouth, her face was contorted into a permanent feature of pleasure. He couldn't believe how beautiful she looked.

In the midst of her passion she opened her eyes, saw his staring deeply into hers, and she promptly removed the shorts.

Gordo stopped. "Lizzie. You're naked."

She smiled "Is that so bad?"

He quickly began to kiss her again and continued a much more intimate exploration of her pussy.

First he ran his fingers along the mound. Aparently she shaved, which he thought was insanely sexy. After teasing her enough he slowly began to slip his finger in between her lips and feel her even closer.

First he found her clit. Being the bookworm he was, he made usre to check out a book on the female anatomy and he had read many a website on pleasuring a woman.

When he found her hot spot her face took on a whole new look of excitement. She could barely control herself.

He decided before he brought her to orgasm he wanted to feel all of her, and he slowly slipped a finger inside her.

Her eyes opened and looked deep into his and she pulled him into a kiss.

He began to pump the finger in and out of her, amazed out how tight she was. Of course he knew she would be, but he just never imagined this is what a pussy felt like.

He could sense she was close to orgasm, so he moved his fingers back to her clit, which he began to rub in slow circles. He pulled his lips to her ear and whispered "Tell me what you want."

She gulped and the first word she could form was "Faster, please faster." He kindly obliged and watched as Lizzie reached her first partner given orgasm.

She writhed on the bed for what felt like a century before finally calming down. Gordo pulled her body into his, holding her, keeping her warm, and letting her orgasm work through him.

Once the waves of orgasm had subsided she snuggled into him and kissed him.

"I love you, Gordo. This was the most amazing night of my life."

He grinned "Mine too, love. Mine too. Just imagine all the amazing nights ahead of us."

she smiled, then the smile turned into smirk. "I'm cold."

He realized she was naked and he laughed. "I can keep you warm."

She slowly got up and threw her clothes back on. "Well, you can keep me warm WITH my clothes on too."

Gordo grinned, looked at the clock and realized it was already 4.

"Oh shit." he said. "We have to get ready for school in 3 hours. I guess I better get home."

She grabbed his hand and pulled him onto the bed with her. "Oh no mister. You are staying here with me, that is if you can."

"Well" he mused, "my parents never check on me in the mornings, and they are always gone by the time I have to leave for school. I did bring that change of clothes you asked me to bring. I guess I can stay."

Lizzie smiled, pulled back the covers, and patted the bed beside her.

"Well, get your ass in here. Im freezing."

As they lay in bed together, both minds were going a mile a minute. Finally Gordo broke the silence.

"Lizzie, you still awake?"

She kissed him as a reply.

"Do you think we could just talk until we fall asleep?"

She kissed him again and groggily said. "Of course."

He gulped. "So, you say you love me. Does that mean we are together?"

Lizzie smiled "I hope so."

Gordo grinned. "Lizzie McGuire. Will you be my girlfriend?"

"You are so corny." she said inbetween laughs. "Of course I will." They kissed again. Lizzie snuggled up to him and ran her hand over his chest. She was amazed she was finally this close to Gordo. She was no longer afraid and she was glad. "So, you wanna go to that guys party this weekend? Dan I think. Or was it Dean?"

Gordo smiled and hugged her. "yeah. Lets go. I really want to go now that I have this crazy party girl girlfriend." Lizzie laughed. "So I smoke pot now..."

Gordo rolled over and reached into his pants pocket and grabbed another joint. "Wanna finish up the night in a good way?" She smiled and inhaled the smoke. Lizzie suddenly realized her parents were eventually going to be home and she panicked. "Uhm. How long does the smell stick to your stuff? I do live with my parents."

Gordo laughed. "You won't even know we smoked this in the morning. Relax babe."

She relaxed a bit and decided to ask Gordo the things she really wanted to ask him. "So, like, you're still a virgin, right?"

He laughed. "Lizzie, who the hell would I have done it with. I only dated one other girl then you and that was hardly a relationship."

"Im sorry. I just wanted to make sure. You know I am right?"

He nodded and kissed her.

Lizzie sighed and turned off her light as she felt herself nodding off. "I just wanted to clear that up. I love you David Gordon."

He kissed her "I love you, too."