"What are you staring at?" Elizabeth asked sitting up and adjusting her glasses.
"Nothing," I replied nervously.
"You were staring at my panties weren't you?"
"Urr, no! I mean yes. I'm sorry," I said. I couldn't read her. Her emotional state was mixed and changing too fast for. "I just noticed them, and I couldn't help looking. I'm really sorry Elizabeth. It won't happen again," I offered sincerely. I felt awful that she might think me a pervert.
"Don't be sorry," she whispered staring down at the floor. "Did you...did..."
"Did I what?" I asked softly.
"Did you look because you find me attractive?" she asked.
"Yeah," I said quickly hoping she hadn't noticed that my hands were shaking. "I think you're beautiful."
Elizabeth and I were in her bedroom studying for a math exam. She had been on her bed and I had been sitting on a chair by her desk. As we were working on our homework she had repositioned herself on the bed several times from laying on her back, to lying on her stomach, to sitting up, and back again trying to get comfortable. Then, in a sudden movement, her skirt had gotten folded up on her legs and I got a clear view of her panties. I couldn't help but stare openly when noticed that she was wearing silky black panties at the top of her long thighs.
Elizabeth was slender, of average height, and had small breasts. Her brown hair was kept straight and was short enough that it didn't quite reach her shoulders. She was attractive but not beautiful. Her big blue eyes were her best feature. She had the look of a librarian or bookkeeper. I was taller and thin too, not handsome, not ugly.
We both hung out in the geeky crowd at school. We weren't invited to the big parties or in the popular crowd. We were on the debate team, the chess club, the science club, and were obsessed with where we could be going to college.
I had been working toward this moment for a long time and I think it was finally beginning to work. It all started about two years earlier with my mother. My father had left my mom for a younger woman when I was twelve. My mother took it hard, and was pretty depressed. A couple of years later I began to feel strange. My mother's depression was becoming my own. I wasn't not sure why, but somehow I knew my feelings of dread and hopelessness were not my own. There were that of my mother's. I have always been a happy and optimistic guy, and bearing the brunt of my mother's deep depression had taken its toll on me. Not knowing what else to do I tried willing it away. The harder I thought about it, the less depressed my mother felt. I slowly began to realize that I was in touch with my mother's emotions and could influence them with my thoughts. I found the realization both exciting and daunting.
I became more skilled at influencing my mother as time went on. I got her to start exercising, buy nicer clothes, get her hair and make-up done, and to start dating men. In a few months she was a completely changed woman. She felt good about herself and began enjoying life again on her own without my help.
Naturally, I wanted to see if my hidden talent worked on anyone else. I had a difficult time and figured it was some sort concoction in my head until I began studying with Elizabeth. When we first began hanging out together, I thought of her in a completely platonic way. She was smart, much smarter than I in science, math, and our other courses. I had to really work hard to keep up with her.
One day while sitting at her kitchen table, while we were studying, I felt something. I thought it was me at first, feeling aroused, then I realized it was her. She was feeling mildly horny and I could sense it. At that point I had given up on the idea of trying to influence people or read their thoughts, so that moment had taken me by surprise.
As with most teenaged boys, I had a rich sexual fantasy life, masturbating to conjured images of Playboy playmates, supermodels, or some of more popular girls in school. I hadn't really thought of Elizabeth in that way, until I felt her arousal.
As time went on I could sense more and more of Elizabeth impulses and feelings. At first I couldn't influence them but I could sense them and react to her from them. I could tell if she was feeling frustrated, sad, happy, or best of all horny. My being so in tune with her helped our relationship become much closer. However, I was disappointed when I realized that she wasn't that attracted to me, especially since I knew she had a healthy sexual appetite. As with my mother's depression, I attempted to change her feelings with the f***e of my will.
This went on for months and I almost thought it wasn't going to work but I had to kept trying. My persistence would finally starting to pay off.
"You're not just saying that are you?" she asked unable to look me in the eye.
"No, it's true," I said. "I've always thought you were beautiful."
"Can I tell you something?" she asked.
"I've had one real date in my entire life and it was disaster," she said pushing up her glasses. "That's pretty pathetic for an 18 year old. I mean, when is a dork like me ever going to date, fall in love, or have sex with someone?" she continued. "I bought these fancy panties trying to fool myself a little, to make myself feel feminine, sexy, hoping...hoping that someday, someone, some guy would see...I
mean see me as a woman, not just some geeky girl with glasses."
I swallowed unable to say anything for a few moments. I could definitely sense how deeply she felt about this and I was taken aback about how open she was with me. I had been trying to get her to open up to me but I didn't realize she would reveal her innermost thoughts to me.
Seeing her so vulnerable made me want her so bad. Coupled with the vision of her long legs and her black panties I was going crazy.
"You're not a dork," I said feeling lame and inadequate. "I think you're a beautiful woman, a woman any man could ever hope to have," I continued hoping beyond hope that she might feel the same.
"You're sweet," she said.
At that moment her feelings opened up more fully to me. I don't know how to explain it, it was like her mind was part of mine but still detached. I wanted to her to feel like the sexiest woman in the world.
I watched her as she sat up and swung her legs over the edge of the bed. She slid her buttocks forward until she was at the edge with me sitting directly in front of her. I could feel her nervousness as I saw her pull her skirt up toward her waist, spreading her legs just a little, and then leaning back on her elbows. She was a little clumsy but it was still very wanton display.
My arousal became mixed with hers. I was both excited and troubled by the strange mix of fear, anticipation, and the realization that I was influencing her to be like this. I stared at her black panties, noticing the small bulge in the satin formed by the opening of her sex. I instinctively wanted to touch and stroke her, but I was too paralyzed, too awed to do anything.
I raised my eyes to hers. She had a "I don't know why I'm doing this look," on her face, but she was smiling as she went through with it.
"Do you like what you see?" she asked smoothing her skirt down after she heard her mother making her way up the stairs.
"Yes," was all I could utter.
"Would, ah, would...would you like me to show off for you again sometime?" she asked.
"Of course I would," I replied breathlessly.
"Elizabeth," her mother said at the door. "It's time to get ready for dinner."
"Okay, mom," Elizabeth answered still smiling at me.
I walked home contemplating what had happened with Elizabeth. I had broken through, I could influence Elizabeth's feelings and desires. I was intoxicated with the thought. A part of me considered the ethics of doing such a thing but those thoughts were overwhelmed by my lustful desires.
After I got home, I raced to my room, undressed, crawled into my bed, and stroked myself while imagining all the nasty things I could make Elizabeth do to me.
Two days later I found myself at Elizabeth's house, homework was only an excuse. I was much more focused and mentally prepared, so I had a much easier time getting into her thoughts. I subtly tryed to make her attracted to me. Of course, I was also pushed her desire to show off to me along with making her aroused. We worked for a short while, and I could feel that she was becoming just as jittery with anticipation as I was. I kept pushing her, in my mind, as we worked.
"Well," she said, "Can I show off for you again?"
"Absolutely," I replied.
"I want to show you everything this time," she said.
I almost couldn't contain myself when she said that. She smiled as she slid her legs over the edge of the bed. In addition to pushing her desire to show off, I also wanted her to want to exhibit herself for my approval. It had taken a lot of influence by me to overcome her natural shyness.
She slid her hips forward on the bed in front of me and slowly reached under her skirt. She lifted her hips slightly and started to slide her panties off of her legs. I watched her pull them slowly down her legs, around her ankles, and finally onto the floor.
"I'm naked under my skirt," she said breathing more quickly. "Does that turn you on?"
"Oh yeah," I breathed.
I was in heaven. She was doing exactly what I wanted. I watched as she reached under her button up blouse. After a short struggle I saw her pull her bra out through her sleeve.
"I'm not wearing any underwear at all," she said seductively. "Are you still turned on?"
"Yes," was all I could say. I could see the darkness of her nipples as they tried to poke through the white material of her blouse. My heart was pounding in my chest. "I want to see all of you," I whispered.
She stood up and unzipped the back of her skirt. Then she let it fall down to her feet and stepped out of it. I couldn't quite see all of her because the length of her blouse covered her pubic area. However, she looked incredibly sexy standing there in just her blouse. I could see most of her smooth long legs.
"I can see you like looking at me but do you like me? She asked. "I mean all of me."
"I like you a lot Elizabeth," I answered. "I have for a long time."
"I like you too Michael. I couldn't do this if I didn't," she said. "You make me feel good. You make me feel sexy."
"You're extremely sexy," I said as I tried my best to make her as turned on as possible.
"I've never felt so turned on in my life," she said breathlessly. "Tell me what you want. I'll do anything you ask, I mean anything."
"Take off your shirt," I said. I wanted to see her naked.
I watched as she unbuttoned her shirt, each undone button revealing a bit more of her body. She looked at me, smiling, as she pulled open her shirt revealing herself to me. Then she let it fall off of her shoulders and onto the floor.
"Walk around," I said.
I watched her as she paced back and forth across the room fully naked. She had long, smooth legs, a perfect round butt, slim hips, and a lean stomach with small but nicely shaped breasts.
"I want to see you touch yourself," I told her feeling bold.
She ran her hands all over her body as she stood in front of me. I was mesmerized as I watched her touch her sex. Then, after a few moments, she grabbed my hand and pulled me up. I stood in front of her as she placed my hand on the wetness between her legs. She showed me how she liked to be touched.
"Oh, God Michael," she breathed. "It feels so much better when you touch me."
She kissed me passionately as I cautiously moved my fingers along the outer folds of her sex and then on to her clitoris. She began to breathe harder, so I stroked a little harder and faster. She thrust her sex f***efully into my hand and began to strain and moan. I continued as I began to nuzzle her neck, and my other hand roamed along the flesh of her thighs, buttocks, and back.
I looked up to see her face. She was arching back with her face straining up towards the ceiling. I loved how she looked and felt as I stroked her. I could sense her orgasm coming on in the background. I focused in on her feelings trying to make it as intense as possible. She wrapped her arms around me, holding me close, when her climax hit. She moaned and screamed into my shoulder as I felt her pleasure move through her body. I made it last as long as I could.
"Thank you, Thank you!" she screamed. "That was the first orgasm I didn't give myself and, my God, it was by far the best."
I held her up as she lay limply in my arms. I laid her down on the bed, holding her in my arms. We just lay there enjoying the sensation of holding each other close.
"It's your turn," she said some time later. "Take off your clothes." I could feel her sense of wanting to please me along with a curiosity how that male side of things worked.
I eagerly complied pulling off my shirt and sliding down my pants. I was completely erect and somewhat embarrassed about being nude in front of her. I had never been naked in front of another woman before. I shuddered as I felt her long cool fingers wrap themselves around my penis. It was the first time anyone else had touched me there.
"Ooh! I had no idea it would be so big." she said. "Does it hurt?"
"No," I answered. "What you're doing feels really good," I continued as I tried my best to fill her with the desire to touch and please me.
"I wonder if there will be enough room inside me," she said giggling.
"There will be," I said hoping there would be. The idea the she was actually thinking about what it would be like to have sex with me was almost overwhelming.
"It's so warm and soft and hard all at the same time!" she cooed as she started stroking up and down the shaft.
"Uh, Elizabeth that feels really good. You're going to make me cum if you keep doing that."
"Really?" she said, enthusiastically. "Does that mean I'm giving you a hand-job?"
"Yes!" I managed to croak out, as I got closer and closer. "A little faster."
"Turn toward me," she said.
I turned and she cupped and massaged my balls in one hand and stroked with the other. I began to grunt and groan; straining forward I came suddenly in several jet-propelled spurts.
"Wow! That was impressive!" she said.
"Thanks," I said.
"Damn! That's my mother," Elizabeth said after we heard a car pull up in the driveway. "We need to do this more often, Okay?"
"Now, get dressed."
We dressed quickly, and pretended to study. Soon after I walked home with sticky pants, having been unable to clean up after, but felt on top of the world.