I haven’t had too many girlfriends but I do have one who I think is one in a million and is very special to me. She came over to my house one day while my parents were on a trip for their 25th aniversary. We were watching a movie and I didn’t really expect anything to happen and to tell ya the truth I didn’t really want anything to happen. I was still a virgin and thought that I wanted to wait till I was married. So we were just sitting there on the couch and she was wrapped up in my arms leaning against my body and we were talking while we were watching the movie. Somehow the topic of sex had come up prolly because of some sceene we had just watched and she started asking some questions that she never had hit on before now. The convo ended kind of quickly and we had both pretty much forgotten it so I leaned over, tilted her head back and kissed her. She turned around so we were facing eachother and she laied down next to me on the sofa resting her head on my shoulder. Her hands started to gently rub my chest and the rest of my upper body and slipped under the t-shirt I was wearing. We started kissing again and she wasn’t moving fast at all so I didn’t think anything of it. I rolled over a little bit so it wasn’t so uncomfortable for her and wrapped my arms around her waist to pull her towards me somemore. Since I was probably the most unlikely person to make any moves, she held my hand and slowly guided it up her shirt where she unhooked her bra. I was shocked but I didn’t mind all that much. I just gently rubbed her and went with the flow. She pulled my shirt over my head and set it on the floor and we started kissing again, by this point I was starting to get where she was going with this and I was starting to get hard and my pants were bulging just a little. I pulled her shirt up slowly and she pushed my hands along fasted and soon her shirt was off too. It was already beggining to get dark and the movie was still going and I’m pretty sure she was able to feel my jeans rise and I was already getting a little uncomfortable knowing she knew I was getting somewhat turned on by all this. Her hands worked their way down my body untill they were at the top of my jeans, she undid the button and felt for the zipper. I reached down, clasped her hands and drew them back up because I wanted to keep my virginity and save myself for my wife if I ever got married. Her hands went back down and soon my pants were unzipped. She undid hers and wiggled out of them and then took to slidding mine off. By the time they were off I was as hard as I had ever been and was sraight up. She noticed it while her hands were on their way back up my body and she stopped around the top of my boxers. I wasn’t exactly thinking straight and my hands went to her panties and started to rub her softly as her hands grasped my 8 1/2 inches. I slid off her panties as she slid off my boxers and she laid back down ontop of me. We just stayed in that possition and kissed for a little bit while our hands explored the others body. She sat up and just seemed to look me over and me being as modest as I am must have 0 diff. shades of red. I could see the smile on her face as I looked at her and turned even redder and got more emmberassed. I sat up fast and casually tried to cover up as best I could and she kind of laughed at my modesty. She pulled away the pillow I had found while looking for things to put infront of my cock and kissed her way from my stomach to my lips where we started to kiss again. She slowly lifted up and adjusted my cock so it lined up with her pussy and lowered herself down onto the head of my penis and started to slide on. I could see by the look on her face that she was in some pain and I didn’t want her to hurt at all so I kind of pulled away but she reassured me that it was alright and if it really hurt that much she would pull off. She closed her eyes and slowly came back down until i coud see a tear fall from her cheek. I really didn’t like to see her in pain even thought I was kinda of enjoying the whole experience but she told me it was fine and kept easing onto me. she was finally on after a little bit and laid back down on my chest and we started kissing again enjoying the feel of eachother. She started moving and I felt like I was already goin to blow my load so I told her and she slowed down so I could regain myself. She started going again and I was really enjoying this even though I knew it was wrong. After a while of going fast and then slow for me I felt this wavelike affect coming from her warm pussy which almost put me over the edge. Her body shudered ontop of mine and she started going fast again. I told her to slowdown because I could feel I was going to lose my control any but she said she didn’t mind, she was already on the pill so she could keep her cycle regular which I had never heard of before. So I quickly came in her and it was just about the time she had another orgasm. We stopped and just laied there as I started to lose hardness. We kissed for a few more min. and she sat up and pulled off. We dressed eachother back up and sat there in eachothers arms just looking at eachother for a long time until she thanked me for the night and said she had to get goin because it was getting to be late and we didn’t want her parents suspecting anything was happening so I kissed her again thanked her and we got up and went to the door and I saw her away. I am still going out with her, we haven’t had sex since then but mostly because I don’t want that to be the whole relationship. I love her so much and have been thinking hard about asking her to marry me, but only after college. Thats the story of my first time.