Max groaned again at the feel of Liz's hands exploring his sensitive flesh. He rolled over and sat up, removing Liz's cute little hand and kissing it as he smiled down at her.

"Believe me there is no place I would rather these hands be right now, but it will be over before it begins if you keep that up." He grinned and his eyes warmed even more when he saw Liz blush.

Then he just looked at her, and a grin spread across his face.

"What?" Liz asked.

"You. In my bed. God! A Dream come true." He swallowed.

Liz's own stomach clenched at the thought and then she scooted up on her knees in front of him and lifted his shirt over his head.

Max helped her and then could only stare when she lifted her own shirt over her head. He swallowed and sucked in his breath.

As she started to undo her bra, Max stopped her. "No, Let me." He said gruffly. And he ran his hands down her soft arms, then back up, then around her soft shoulders, and then down the front of her. His hands cupped her through her bra and he felt her nipples harden under his palms.

They both groaned and Liz pushed herself into Max's hands even more. Liz leaned back against Max's pillow and arched her back with pleasure.

Seeing Liz stretched out on his bed, her beautiful hair spread out on his pillow almost did him in. How many times had he pictured her like that, in his bed?

Max flipped open the front of her bra and pealed it off of her. Liz helped by lifting so he could completely get rid of it.

Max tossed the bra aside and groaned as he reached for her again. "Oh God Liz! My beautiful, sexy Liz!" God her nipples were large and pointing at him in arousal. He remembered what the guy had done in that film earlier, and how he had wanted to taste and explore Liz the same way. Stretching out next to her on his bed, Max hugged her close and taking one responsive nipple and rolling it between two fingers, to touch, experiment, and please, he brought the other one to his hot waiting mouth.

Liz gasped and arched again. She combed her fingers through Max's hair and then held him tightly against her, amazed at how it felt with Max sucking deeply on her.

Every time he sucked, Liz felt it to her core. Her panties were soaked through with arousal and her eyes were blurred. All she could do was coax him on with her cries and her hands keeping his head tight against her.

When Max switched breasts and clamped down gently but strongly on her other nipple, Liz bit her lip to keep from crying out. Her whole body was throbbing, as Max's hot wet mouth continued to suckle.

Just when she thought she couldn't take it any more, Max's head came up, and he slid up further on the bed, so that their chests were aligned, and he took her into his arms, groaning as he felt her now wet, hard nipples against his own chest.

"Liz. God, baby." He whispered and then he took her mouth again. At first he rubbed his lips gently against hers. Then he licked her lips with his. Outlining her already moist lips and making her moan for more. When her lips parted Max slid his tongue into her sweetness and covered her mouth completely with a deep hungry kiss. He dueled with her tongue, caressing it and stroking it with his own.

How did he become such a good kisser?! Liz wondered as her head spun. She was gripping his strong bare shoulders and loving the feel of his solid chest muscles sliding against her sensitive nipples, and the taste of him as he devoured her mouth.

When she felt that mysterious bulge against her stomach, she couldn't help but want to get even closer to it. Liz arched her hips into Max, and threw a leg over his hip, to try to bring him closer.

Her own heat was flush against his muscular thigh, and Liz ached. She started a motion against his hard thigh, trying to ease the ache.

Max groaned at the feel of Liz trying to ease herself on his leg. His cute, sexy Liz. So sweet! So innocent, so completely…his!

Max didn't stop kissing her, but reached between them to help ease her ache. He slid his large hot hand over her heat, through her jeans, and Liz gasped into his mouth and arched into his hand.

Realizing that it wasn't enough for either of them, Max reached down with his other hand, undid her jean snap, slid the zipper down, and pulled them down as Liz lifted her bottom up off the bed so he could get them off of her.

Then he released her mouth to peal her jeans down her sexy legs. He sucked in his breath at seeing Liz stretched out again, totally open to him, in only her little flowered bikini panties. Then he saw the dark wet spot on her panties and almost lost his control himself.

God! He had to taste her! Without thought, only feelings and emotions, Max dropped to between her legs and put his open mouth over her heat, through her panties.

Liz cried out and pushed her lower half up off the bed. Max went wild at her cry, and pulled the panties down and just stared at the soft black, wet curls, and her moist flesh, waiting for his touch.

Max made what sounded like a growl, and touched her with one shaky finger. He ran it lightly down the fold and to the moist opening.

When Liz cried out again, Max couldn't help but smile tightly with passion, and gently ease one finger into her waiting warmth.

Liz started moving as he finger slowly entered her, and her head rolled from side to side as she whimpered.

Max was amazed at how responsive Liz was. How he was able to make her go out of her mind with pleasure with just a touch. Then Max slid his finger in and out, following the movement of her hips.

Soon that wasn't enough either, and Liz sobbed his name. He knew what she wanted, but he wanted to savor this… savor pleasing her and looking at her like this. He eased a second finger into her, and continued the in and out motion with her hips. Then when Max couldn't take it any longer, he bent lower and keeping his fingers inside her, he opened his mouth over the little nub that was peeking through her folds, and driving him crazy.

Liz cried out again, bit her lip, and bucked up once more, and then shuddered. She whispered his name hoarsely as she came with a sudden fierceness.

The feel of Max's big gentle fingers had her inching closer and closer to that peak, but when his hot mouth had covered the rest of her and sucked her nub into his hot mouth she flew apart.

Liz was sobbing and calling his name as the waves of pleasure rolled over her. She also felt like she was falling, and needed Max to hold on to her.

Max climbed back up over Liz, slid his arms around her knowing what she needed, and then covered her mouth again with his in a deep loving kiss.

"It's okay Liz, it's okay honey. God I love you Liz!" he said in between kisses.

Liz just clung to Max and continued to sigh his name.

When she finally calmed, she met his warm, loving eyes and smiled, her own eyes blazing with love. He was so beautiful, leaning over her, so full of joy, at having pleasured her so completely.

Liz smiled and then grinned boldly as she sat up.

Max leaned back to let her sit up, and then he sucked in his own breath when Liz reached for his Jeans button and zipper.

Max was ready to explode, so he helped her ease his tight jeans off, to release the rock hard arousal he had pressing up against them. He groaned as the pressure was released, then almost lost it when Liz, having taken his boxers down with his jeans, reached with her little hand, and closed around his long pulsing arousal.

Max's skin jumped and he bit his lip to keep from crying out loud. He didn't want any of the others to hear them. But GOD!!! That felt good. Liz's hands on the hardest and hottest part of him. He didn't think he was going to make it… he started to move Liz's exploring hand away, but Liz then leaned down closer to him and cupped him underneath.

"Oh Max," Liz sighed. "I I want" she swallowed.

Max swallowed too, and replied in a gravely voice, "What Liz? What? Anything?" he answered.

Liz couldn't say it, so she showed him. She took him between her two hands and then leaned down to touch the silky moist tip of Max's arousal with her lips.

Max arched up and groaned aloud. He couldn't take it. He had been like this for too long, and now with Liz's soft, sweet lips where he had only dreamed, he exploded.

Liz was fascinated as she watched Max give himself up to her. She let him slide through her hands as his hips moved, and just watched with excitement and fascination.

Then Max was reaching for her and dragging her back up his body and covering her mouth once more.

"Ah God, Liz!" he whispered over and over in between kisses.

Liz was already wet and achy again. She slid a leg in between Max's hot, hard thighs, and pressed against his now much softer flesh. Only it didn't stay that way. The minute her heat came in contact with his flesh, it hardened instantly to full arousal, and shocked both of them.

No way! Max thought. Impossible! But then, this was Liz. His Liz. And he knew anything was possible.

"Max!" Liz smiled with pleasure and surprise.

"Only you Liz, only for you." He smiled sexily and then leaned over her, rubbing his hard flesh, teasingly between her folds, as he had done with his fingers.

"Ooooooh God yes!!!" Liz cried out and bit her lip. "Max please!" she sobbed again and raised her hips to his teasing heat.

Max reached over to his end table, and Liz saw him open the top draw and pull out a foil package.

Liz couldn't wait that long. She knew she was on the pill, and since neither of them had ever been with anyone before, they didn't have to worry about diseases.

"No, Max, it's okay, I'm on the pill. Please, let me feel you. All of you." She pleaded.

Then, giving up the fight, Max couldn't wait another second, and he slowly started sliding into Liz's softness.

He kept his eyes on her face, gauging her reaction and her pain to his large presence.

Liz bit her lip when he stretched her further. "Are you sure that…that is going to fit?" she couldn't help but ask.

Max gave a sharp laugh and then gave her a big fast kiss on her lips. "I promise Liz." He whispered, the love blazing in his eyes, as Liz looked back up at him with total trust.

When he reached her barrier he stopped. He held still, letting her get used to the stretching of her body. He could feel that she was not in pain, only slightly sore, and he gave her body time to stretch to his fit.

He looked down into her eyes, and their souls melded again. So perfect. Liz and Max thought together. Then they smiled as each other's thoughts echoed between them.

When Liz finally started to move, Max knew she was ready. He knew this would hurt her, and he hated that thought. He already knew he was going to take the pain away soon, even as he caused it. Reaching between them, he tried to make the pain as bearable as possible. He found her nub, and rubbed back and forth against it, and when Liz moaned, he pushed the rest of the way in, and swore, knowing there was no way to avoid hurting Liz.

Liz bit her lip, and swallowed. It did hurt, but only for a moment. Then it just felt full, and she realized Max was fully in her. Her wonderful, mysterious, sexy Max was filling her. She smiled and her eyes teared.

"Liz!" Max started to pull out, terrified at her tears.

"No! Max I'm not in pain, I'm wow Max, you're inside me!" she whispered in amazement.

Max realized Liz's tears where that of overwhelming emotion, and then he smiled and his own eyes teared up. "Pretty amazing huh?" he whispered back, his eyes searching hers. "Do you know how much I love you Liz?" he had to ask, as he swallowed with emotion.

Liz nodded, beyond words. Then she hugged him closer to her, and he gently eased himself down onto her more, but still taking a lot of his weight off of her with his elbows.

Their flush bodies felt so heavenly. Both just savored their joining. Heart, mind, soul and finally body. The circle was complete.

Then Max felt Liz clenched down on him, and he knew she was ready. He covered her mouth with his, and then slowly started a rhythm sliding in and out of her.