Holly was more than looking forward to Gail taking the reins, but at the same time she didn't want her to feel pressured into doing anything that she possibly wouldn't want to do…yet anyway. She just didn't want to urge something that could perhaps send Gail climbing more trees.

"…Gail…" she managed to get out through the rough yet passionate kisses that Gail was sharing. "You really don't have to. I mean, giving and receiving is good, actually in this situation it's more than good, but that's besides the poi-"

Gail and Holly had a habit of cutting each other off, but it was who they were, it worked and got the message across quite quickly.

"Holly! Stop. Talking" she said, sliding her hands under Holly's shirt and pressing her lips back where they had been.

Her hands frantically traced the warm body under her. She moved her hands under her bra and rested them on Holly's chest. Gail had never groped another woman before and at that moment all she could think of was, why hadn't done it sooner? 'Oh yeah, mom wouldn't have appreciated the "experimental" college stage' she thought to herself. Quickly pushing her mother out of her head, she reached for the bottom of Holly's shirt and pulled it off. She parted her lips from Holly's so she could gaze at the impressive sight; Holly's breasts were complimented extremely well by her dark purple lace bra and she couldn't help herself. She wanted her even more than she had earlier.

"Why are you so freaking gorgeous?" she asked rhetorically, grabbing both sides of Holly's face over-dramatically.

Holly laughed and crashed her lips back onto Gail's and leaned her body up, allowing Gail to reach behind her.

Gail's fingers found the clasp, but she struggled to undue the hooks, immediately becoming more and more frustrated.

"Gosh, you're such a noob" Holly said, reaching behind herself and undoing her own bra and then tossing it off the bed.

"Oh yea, really sexy thing to say in bed Hol" Gail retorted. She moved her lips to Holly's ear "I might be new at this but I guarantee that I can still make your eyes roll back"

Gail sent a shiver through Holly's body. Yea, she could definitely get used to Gail as the dirty-talker.

Gail's mouth searched Holly's breasts. She sucked on the delicate tips and occasionally tugged at them with her teeth, causing the breath of the girl below her to quicken and become less steady. She payed an equal amount of attention to each breast, just as Holly had, making sure that she was enjoying every second (which by the slight nail scratching on her back, she assumed that she was).

Slowly, Gail moved down Holly's torso, leaving small kisses. Gail's hot breath against her skin sent Holly's head racing.

As she began to undo Holly's jeans, the nervous butterflies crept back into her stomach. Sure, in earlier days Gail had plenty of guys as sexual partners who 'went downtown' on her, but this time it was her having to do that line of work. She gave herself a small pep-talk as she slid Holly's jeans down her long legs. 'Just do what you think feels good, she might like the same things' she reassured herself.

"Gail, you can still say no" Holly offered, noticing the blonde's hesitancy, almost as if hearing her thoughts.

Gail moved back up to Holly's face, their lips close enough to touch. "Holly..." she started, moving a hand down her frame and over her panties.

"Mhhhhm" Holly managed to get out, eyes locking with Gail's.

Her hand rubbed over the fabric. "…I have no problem with making you cum"

She let a finger slide into her panties and through Holly's folds, dipping into the wetness. She pulled her finger out and seductively sucked on it. "You taste so fucking good"

Holly bit her lip. The tone of Gail's voice alone was enough to make her even more wet. This woman was driving her insane; the way she said her name, how her hands found just the right areas of her body, how quickly she gained her confidence (although Holly was sure it was coming from seeing the effects the she had on her), the way she was teasing her right at that moment, keeping her lips close yet not touching. Everything she did made Holly want her a thousand times more – and that was just sexually.

Gail inched down to Holly's hips. Grabbing a hold of the last piece of clothing and slowly peeling it off, she eyed Holly, giving her a mischievous smirk.

She wrapped her arms around Holly's thighs and kissed the insides, sometimes biting at her soft skin.

Holly couldn't stand the wait much longer. She needed Gail to satisfy the burning desire to be touched again. "Gail, please" she begged, one of her hands tangled in her own hair and the other squeezing her breast.

Gail put her mouth to Holly's center. The first thing she remarked was that she was warmer against her lips than finger and extremely wet. The next was that she was sweet-tasting (she had been paying more attention to teasing Holly then actually tasting her), which really got her going. Her tongue parted Holly's folds and she took them into her mouth, sucking and lightly pulling. Holly leaned her head back as Gail found the sensitive nub and flicked it, faster and faster. Without warning, she slipped two fingers into her, causing Holly to moan loudly. Gail thrust her fingers, curling them just as Holly had, and keeping her mouth toying with her clit.

Holly's hands moved to gripping the sheets. She was so close. Gail was more than good at this. If it had been anyone else she'd assume that they had been lying about not ever doing it before. She opened her eyes to look at the girl between her legs. Gail was looking right at her, her clear blue eyes fixated on her own.

"Cum for me Hol" Gail said, still thrusting inside of Holly.

It drove her straight off the edge. Holly pulled at the sheets and her eyes rolled back, her legs uncontrollably shaking at the pleasure that surged through her core.

Gail gave her one last lick, taking all the juices into her mouth. She moved up to Holly's face and gave her a long passionate kiss before collapsing onto her back.

"I hate to say 'I told you so'".