Wow, I am so thankful for your kind reviews and encouragement. I had to write this chapter while drinking a glass of wine as I got very nervous with it, my first time writing such a thing! Hoping it isn't poor and thank you for inspiring me! Please be soft on me with this chapter I am very anxious about it!

Chapter 10 (M rating)

Elizabeth clung to Kenneth's body as he carried her upstairs into the spare room they used for him to stay in as a guest. After the few steps it took for him to reach the bed, she felt a lack of gravity; a sensation of falling. His hold on her was strong and completely steady, the muscles in his forearms straining as he bent down, her back hitting the soft mattress of the bed with a slight bounce.

Things were moving fast yet Elizabeth knew with no doubts whatsoever that there was no way else she would have preferred this to go. They had to move fast otherwise her doubts and nerves would overcome her. The pace of her breathing made her feel as though they had to continue quickly with it, to keep up with all that they had created downstairs. She was nervous, as she hadn't experienced what it was like to be with a man before, to have sex and be so intimate, but she thought for that her nerves were vindicated.

In truth, there was not anyone else Elizabeth believed she would have wanted to experience this- her first time- with. Kenneth was older than her, which consequently made him more experienced and knowledgeable on what to do no doubt. Elizabeth had read somewhere that an older man made an exceptional partner in bed; that they oozed of patience and were considered more attentive and passionate lovers than the young men her own age. And, because of that, she found herself eager to test and see if that were true, with Kenneth.

It all still felt as though it wasn't real. Nothing about it did. As vivid as it was, it felt like a dream, a fantasy, something erotic she had conjured up in her head. She could hardly understand what was happening or believe that him- a man so fascinating and handsome and older as he was- was actually submitting to her. She could hardly believe how she got there, that she had managed to be kissing him, upon the bed with him over her on the mattress, his knees on either side of her, his hands cradling her face and her hair as he planted hot, moist, open mouthed kisses on her.

Red found his desperate lack of control yet sense of awareness foreign yet curious. To be in any kind of embrace with Lizzy, even one such as this, felt like an honor, something of high privilege. To think that he would be doing this with her at all, when he- in his perspective- was nothing more than an old man, someone she would have found unappealing and unfit compared to all the other boys her own age at school, was baffling. It felt like a blessing he could not understand.

There was a lot of pressure on him on this moment, and he became aware of that more than ever. Lizzy expected him to take charge, to be the older, wiser man in control, yet when he felt her arms slide around his back and her fingers yanking the ends of his shirt out from where it was tucked in at his jeans, he felt disastrously less than that. His tongue darted in and out of her hot mouth and as he used his hand to guide her head gently to the side, he started kissing around that throat of hers that he had enjoyed the sight of so much.

He almost felt like a young boy fumbling around in inexperience when her warm, soft hands brushed up along the curvature of his spine underneath the shirt. He felt his muscles ripple uncontrollably beneath her touch as a moan left his throat, deep and sonorous. How she made him feel just by merely touching him, how she unknowingly cut him down to size... it was terrifying.

The second Kenneth's lips had moved away from hers to start nibbling and sucking on her throat while she rested her fingers splayed on the skin of his upper back, she noticed him trying to give attention to something out of her eyesight, his legs off her and jerking. He was attempting to remove his shoes, using his toes and heels. She fell back against the pillows as realization dramatically sunk in that, she, too, was still clothed in her underwear and tank top.

He was still wearing his shoes. Red's obliviousness to such a detail in the heat of the moment made him feel awkward and embarrassed. He was never usually this sloppy and absent-minded when it came to being with a woman, yet something about being with Lizzy made him feel otherwise. Now, with Lizzy, he was anxious not only of himself, of performing well and meeting any expectations she undoubtedly would have, but also for her judgement of his actions.

He was older and no doubt, in her eyes, she expected him to know precisely what he was doing, to do things with such ease and assertiveness, and he berated himself for that.

One simple thing. There was one simple, fairly basic thing he had to do, and he had completely forgotten it, in removing his shoes. Sitting up and pulling his mouth away from her, he began to fumble with his shoes again, tossing laces aside as fast as humanly possible. He could still feel the warm remnants of her skin on his lips, and he licked them as finally his shoes fell to the floor, bouncing halfway under the bed. Then he hastily pulled off his socks, letting them fall to the ground carelessly as well.

Now that such a small thing had been taken care of, he turned back to where Lizzy was laying on the bed, blinking slowly while watching all his movements. He became aware of his own racing heartbeat when she swallowed audibly, the pale muscles in her throat knotting together and twitching. In that moment, he understood and appreciated that she was no doubt more nervous than him.

No longer feeling as nervous and empowered by Lizzy's plain anxiety, he moved over her again on the mattress, placing his knees on either side of her bare legs as he cupped her face between his hands again. As he bent down to kiss her, he felt her hands come up to hold both sides of his face as well, her fingers trembling. She kissed him back while stroking his cheeks and around his jaw gently as if she believed him to be a sexy, desirable man despite his age and second guessing of himself, and he felt himself warm over to the point of relaxing entirely. If anyone had reason to be nervous it was she and he was the one expected to soothe her and calm her.

While they kissed again, Lizzy's hands fell from his face and then were felt upon his chest. Keeping one hand on her face, he dropped the other, feeling up and down one of her bare legs, her hip.

Red almost moaned into her mouth yet again when he felt her starting to pull and pluck at the buttons on his shirt with her fingers, pulling it undone. Despite how confident he was growing again in his abilities as their tongues worked together, he still felt a moment of sheer panic when he felt his shirt fall undone completely. He started panicking when Lizzy slid her hands across his chest. Though pleasurable, she would notice the quite obvious scar on the back of his right shoulder. He found himself worried that she would see it and immediately come to understanding how he had gotten it, or at the very least, ask her barrage of questions.

It was still sensitive to the touch, to the humidity and frigidity of the seasons even after all these years. Certain fabrics on the shirts that he chose to wear had a tendency to rub against it, to irritate it, yet it was a small price to pay for the sake of saving a child's life all those years before- one of the only hazardous deeds he considered the best he had ever done, in getting too close to the flames in order to save a little girl's life.

How ironic it was that the little girl he had saved was now this girl, now fully grown into a beautiful and wholly desirable young woman; One that wanted him, and was beneath him now, touching him as she undressed him.

He felt her hands brush against the flesh of his shoulders as she slipped through the sleeves of his shirt and pushed them lightly off his shoulders. Their lips momentarily ceased contact as she leaned back on the pillow to look at him, her hands sweeping down across his arms. When the fabric hung and gathered at his wrists, Red took over, pulling both his arms out of the sleeves and tossing it aside.

Lizzy slid her hands leisurely down his chest again, and he watched as her blue eyes followed the movement. As she brushed her hands to where his jeans began around his hips and pelvis, he watched her lick her lips slowly. Though still physically under her touch, his mind was racing. What did she think of him? Did he pale in comparison to the boys her age at school? Would she ask about the scar? He was wrought with insecurities; a feeling he felt completely alien and uncomfortable with.

Elizabeth felt her face grow hotter and hotter as she observed Kenneth without his shirt on. Without his shirt on, he was even more glorious than she had expected, though she still felt as if this was a wicked fantasy in her mind. Shirtless, he was equally as attractive as he was intimidating. Defining areas of his body were tight and toned though at the same time, he was meaty in a way she found very attractive, his complexion warm and tan. She gained so much pleasure out of seeing him without a shirt on, at how masculine he looked, particularly compared to other boys at her school who were so immature and scrawny, yet along with that pleasure was nerves, as she knew soon it would be her turn to undress and expose herself to him. She hadn't ever let any male see her body before, and she was insecure about that.

When he embraced her again she felt relieved. Her arms wrapped around his neck, feeling his skin underneath her, even under her chin as she rested it against his shoulder. She realized she should probably tell him about how inexperienced she was, but she was hesitant to. She feared his judgment, that Kenneth would laugh at her. That it would turn him off her, even.

"I should probably tell you that I... I don't know much," she confessed, startled by how hoarse her voice sounded. She didn't sound very much like herself at all, though she suspected it was her trepidation and arousal for him that was the contributing factor to that.

"Then you needn't worry, Lizzy. I know quite a lot." Her face was resting close to his throat, and her eyes fluttered shut at the pleasurable feeling it gave her when his voice seemed to reverberate through her, baritone and heavenly with non-judgmental understanding.

"I've never exactly done this before so I... I'll probably only end up disappointing you," she whispered apprehensively in a strained, high voice before she could stop herself. Talking about her own insecurities seemed to help ease them.

Kenneth did not say anything in response to her words, but he stroked his nose against her forehead. When his parted lips brushed against her ear, her eyes closed again at the pleasurable feelings endlessly coursing through her body. He made her feel so warm, so warm and comfortable.

"If you've changed your mind for any reason at all, then you'll tell me, won't you, sweetheart?" At heart, he hoped Lizzy would say that she had changed her mind. It was a real and honest worry there that she would inevitably come to regret what they would do, and he wanted her to be perfectly certain before they got started.

It felt wrong to Red, in a sense, to do this with her when she did not even know his actual name or who he was in truth; that he had been present on the night the fire had broken out at her house, that he had been the one to take her to Sam rather than her biological father.

He contemplated when he pressed a kiss into her cheek on whether he ought to tell her now. It was eating away at him at that moment, but somewhere inside he was telling himself that everything would still work out fine and that it was not crucial that she know. It wasn't important that she knew. It would have only served to complicate everything even more.

Elizabeth stiffened and her eyes opened when she felt his hands move up her back, brushing along her spine, rubbing his palms against her bare skin. Then she felt him take one hand out from beneath her tank top, and she felt the material of it stretch when he pulled at it. He wanted her to take off her shirt, she realized with a sudden hammering heart. He wanted her to take off her tank top and she was not even wearing a bra. Her breasts would be completely exposed to him and, if Elizabeth had to be honest, her breasts were not exactly her favorite body part.

The anxiety in her increased when Elizabeth extricated her arms from around his shoulders, shuffling back on the mattress. She did not dare look at his face when she grabbed the bottom of her tank top, lifting it up and pulling it over her head. She reminded herself that being nervous and insecure of herself was natural due to it being her first time. But she also reminded herself that Kenneth was a very good man. He was a longtime friend of her fathers, and that meant he was safe and good if her father considered him worthy of being a friend. If she could trust anyone, it was him.

She barely gave him three seconds to admire her before she was covering her chest up with her arms. To him, there was nothing quite as charming as a young woman's endless sense of modesty and coyness about her body.

"I know I'm not anything all that special," she said with a self-deprecating laugh, a blush spreading across her cheeks and reddening her chest as she avoided looking at him.

He felt a sudden tightness in his chest at her words, a surge of anger that she dared to speak such a negative thing about herself. She could not have been more wrong if she tried.

"Oh, that's quite on the contrary," he disagreed, his voice in a different, rougher octave than she had heard it ever go before. "Truth be told, Lizzy, I happen to think that you are very special."

Though Elizabeth felt skeptical over what Kenneth said, she grew less self-conscious when he moved closer towards her on the mattress with his knees. His lips found the nape of her neck and her shoulders, his mouth gliding along her skin with open-mouthed, teeth-nibbling reverential-feeling kisses that made her skin feel as if she were standing near an open flame, bristling with heat. The immediate arousal she felt over the sensuality of his kisses were unlike anything she had ever felt before.

Though he was still kissing around her shoulders and along her throat, Elizabeth was aware that Kenneth had begun tugging at something beneath him as he pressed the upper half of his body into her, his chest hair rubbing on her.

The zipper and button. He had undone his jeans and he was removing them, she realized.

When he moved half off the bed to pull them off, she got a glimpse of that erect organ that made him a man and the back of his muscular, strong thighs as he pulled his jeans down, kicking them free at the ankles hastily. She held her breath, retracting her head upward and away from the personal sight. She hadn't seen a man naked before, not in front of her at the least. She was not quite sure what she had expected. There was still want there at the sight of him, all of him, but a strange and different form of it; one she had never known or experienced for a man before.

"Lie down on your back, Lizzy," Kenneth spoke in a rough but tender voice, taking charge. "Take a deep breath in and then let it all out."

Elizabeth breathed deeply several times before she leaned back onto the mattress, linking her fingers together as she rested her hands on her midsection. She felt tense all over, her muscles rigid. She tried to relax her shoulders and roll them out of their stiff position when the mattress lurched as he moved over her, only they would not obey. She knew she was breathing deep and shakily when Kenneth bent his head to press his mouth on her left shoulder. When he lifted his head to peer into her eyes, she felt as though her heart was screaming inside her chest with overwhelming feeling when he smiled at her; it was a smile that seemed so affectionate and sympathetic that her heart burst.

"I know this must be startling for you, Lizzy, but... trust in me when I say that you are going to be just fine." His mellowed voice flowed over her pleasantly, and she felt her muscles slacken gradually from their rigid posture with a few more deep breaths in. He was right, and he knew perfectly well what he was doing. He would make sure she found the experience to be the most enjoyable time that he could.

Even then, she could not find herself confident enough to meet his gaze when he was completely exposed to her the way he was, all masculine male parts of him.

"It may hurt a little the first time, as I've frequently heard it does for a woman. But after that, I'm sure, it will become more pleasurable and easier."

She knew she would feel more at ease if they kissed again for a while, but it was clear to her that Kenneth had other intentions. He wanted to explore her body, and it was apparent to her when he began kissing her, everywhere his lips could possibly reach. As she focused on nothing else but the sensations he was giving her, her nerves became not much an issue. Lying on the bed the way she was, she could only see the top of Kenneth's head and the arched, taunt shoulders as he moved beneath her, excruciatingly slow. He kissed along the length of her arms, nuzzling his chin into her flesh, making her feel the slight scratch of stubble on his chin. Then as he journeyed lower and lower, her nerves had been replaced and all she knew was want and need.

"You're so mouthwatering, Lizzy," he told her, almost rasping against her skin. She could feel his hands roaming down her legs, stroking, the open air in the guest bedroom and his tantalizing kisses and nuzzles drawing light, pleasurable goosebumps to rise across her skin. "Absolutely exquisite, sweetheart."

He spoke in powerful whispers that made her heart swell in appreciation of hearing such things from him. She did not believe what he was telling her exactly, but she understood that he was more so doing it to reassure her and soften any insecurities she had of her body.

As his head descended lower, a gasp left Elizabeth's mouth in shock as his chin suddenly stroked and nuzzled her through the light fabric of her boy-leg shorts. A burst of heat and moisture gathered due to the friction of his chin, though she was embarrassed to wonder if Kenneth noticed or not. He made an attractive deep, humming noise in his throat as his chin rubbed against her in her intimate place through the thin fabric one final time, and then she felt his thumbs hook and curl under the elastic of her underwear. She did not say anything to stop him. Elizabeth accepted what was meant to happen, and she raised her pelvis slightly, assisting Kenneth as he dragged her underwear down past her knees, the material bunching around her ankles.

As he started kissing her again, she became aware of his mouth more than ever, the air in the room making her shiver at her complete body exposure. As his lips started trailing around the crease of her inner thighs, even letting his tongue come out to trail hot, moist lines, her midsection quivered when suddenly, his tongue was felt somewhere else instead between her legs.

"Kenneth..." she got out anxiously, attempting to arch up off the bed and not getting very far in her attempt. She could only see the top of his head moving, his hair, as he remained between her legs. He hummed, deep in his thorax, sending thrilling vibrations through the most intimate part of her. She fought the urge to clench her legs shut as she reached down, grasping the sheet in a tight handful, clawing with her fingernails as a way to stop any movement. "Kenneth, you... you don't have to..." She thought she saw his shoulders tense slightly when she called him by his name, though Elizabeth did not know what that was all about.

All she knew was that she could not believe what he was doing to her, but it was unlike anything she had felt before in her entire life. It was above and beyond pleasure, it was ecstasy. Shards of rapture jolted her continuously as he used his hot tongue on her, separating her apart more with his fingers, licking and swirling, to the point where she did not think she ever wanted it to end, though she was embarrassed that he was doing it to her.

"Red." He stopped his ministrations for one cruel moment to arch his head, looking up at her, his tone snappish. It made Elizabeth wonder if she had done something wrong all of a sudden. "If you're going to say my name at all while I fuck you with my tongue, then you may as well do it right and call me Red."

He felt a sharp sting of possessiveness in his gut that made him want to hear her say his name, not a name that bore no similarity to his real name whatsoever. He was greedy that way. He wanted to hear her cry his name in pleasure- perhaps, not his real name, but his nickname at the very least. He felt it was what he deserved, and he had no qualms about being selfish with being direct about what he wanted.

"Red?" Elizabeth questioned in a confused breath, her chest heaving. She did not understand that, if his name was Kenneth, why he would want her to call him Red.

So this is much a teaser for next chapter where they do the actual real thing. :P Hope you enjoyed this, and thank you for your kindness and for being such an inspiration in making me write! As expected, the rating will change as of now to M. I am so embarrassed for writing this if bad.