I turned onto my side so that my breasts were now pressing against her body and working my way down her arm pulled it from her lap and placed my hand over hers. Mandy looked down at my chest and when she looked up our faces were only inches apart.

I resisted licking my lips at the sight of hers being so close to them and asked softly, "Is that the only reason? You just afraid she won't want too?"

Mandy swallowed and I could feel her hand trembling beneath mine.

'I..." she whispered, "I don't know what to do. I wouldn't even know where to start."

"You've watched plenty of videos." I pointed out, flattening my hand so my palm was pressing against her soft stomach. "Just do what they do in your favorite ones."

Mandy looked down at my hand, but she made no attempt to move and her small breasts rose and fell delightfully as she began to breathe heavier. At this point my own breathing was picking up and my heart was racing. Mandy seemed nervous, but not necessarily uncomfortable and I forced myself to patiently await her response to my leading question.

"Watching and doing are different." She gave me that shy smile that again forced me to hold back from tasting those sweet lips. "And my favorites wouldn't help much, I like the ones where an older woman shows a young girl how to..."

She trailed off and for the first time since I'd come in, her big brown eyes focused on mine. I felt her tense up next to me and as I calmly returned her stare she said softly, "Karen I..."

"You know," I interrupted, lifting her hand to my face, "That's funny because those are my favorites a well." I gently kissed the back of her hand and she gasped,

"You...Karen are you...."

"Mandy are you comfortable?" I squeezed her hand as I lowered it back to her stomach. "I would think you would be in your own bed."

"Yes." She said her voice barely audible as her eyes grew even bigger.

"And are you comfortable with me?"

Realizing this was it, I held my breath as she paused, then not only did I let my breath go, but a warm wet feeling was released between my legs when she answered, "I'm always comfortable around you."

Smiling I let her hand go and leaning back ran it through her hair. "And you know I care about you don't you?"

"I..." she caught her breath as my hand slid up her stomach and beneath her tank top. I forced myself to stop just before I reached her breasts. "I care about you too."

"So then what could nicer than your first time being in your bed, with a woman who not only knows what she's doing, but would love to be good to you?"

"That...sounds nice." She breathed as I moved my hand just enough for the edge of it to touch the bottom of her left breast.

Leaning over, I brushed her hair away from her neck and placing my lips close to her ear, asked, "Mandy, honey, would you like me to kiss you?"

Mandy hesitated and as she looked away, I thought that would be the end, her next words would be something about her mother or that it wouldn't be right. But to my delight, her eyes turned back to me and she whispered, "Yes, please."