I positioned myself above her, never taking the head of my cock out of her. I didn't want to change her mind, so I got right to it. I leaned in, softly kissed her ear, and whispered for her to hold her breath, and remember to be quiet. I quietly pushed up into her, and broke into her rather easily. She kind of groaned a little, but then that was it. She was just staring up at me, half smiling, with sweat rolling down her cheek. Or maybe it was a tear, I don't know, but I just started pumping in and out of her. This was my first time too, and I wasn't going to get shortchanged. I looked down, and what a sight. Audrey was in good shape for her age. She had some defined abs, and a nice rack. She was a "C" bra. I know, because I looked.It didn't matter to me though. To me, she was perfection. I picked up the pace a little, and began rubbing her clit again. This brought out another long loud sigh from Audrey. She was rocking her hips up and down in time with my in and out. We had some great motion for a couple of first timers. After a bit, my hand started to ache from the awkward angle it was in. I took her hand, and placed it down on top of her pussy, and told her to do it now. She just kind of looked at me, and then went right to it. I couldn't believe it. This was a sight. My crush, getting herself off with her hand, while I pounded into her with my rock hard cock. Just the sight of it was getting to be too much. I was going to come. I told Audrey that I had to pull out, that I had to come. She immediately grabbed my hips and pulled me into her. "NOT YET!" she gasped. "I'M ABOUT TO COME!" she said, and this time, she was getting kind of loud. I tried to tell her to keep it down, but then she moaned even louder, and pulled me back into her. I felt her pussy starting to contract again, and I knew there was going to be trouble. She was attacking her clit now, desperate to come again. Realizing that she'd never let me out of her until she came, I started pumping for all I was worth. A few seconds later, she was grinding my cock and her cunt was gripping me like a vise. It was over. It was too much. She came in a flood, drenching me. Her pussy squeezed and milked my cock as I came in her long and hard. I drove my cock up in her as far as I could push it. I swear I felt her cervix. I came and came and came. I didn't think I would stop coming. The harder I pushed, and the more I came in her, the more she came on top of my cock. It was a vicious cycle of come.