A/N: Last chapter! Thanks so much for reading you guys. I hope you enjoy.

Part 2

Noodle clutched his shirt and tugged at it. "Take it off..." She groaned softly against his lips. Watching as he pulled away, she blushed when he took his shirt off. "Much better," she murmured.

Russel chuckled and leaned down before placing soft kisses on her swollen lips. He sighed through his nose, feeling her small hands travel down to his pants. Grinning lightly, he helped her get them off.

Once he was exposed to her, she couldn't help but to blush just a little bit. Noodle had never seen someone else naked before, so she wasn't sure what to think. All she knew was that she was finally ready for this. She was ready to take this next step into womanhood, and she was glad she was doing it with Russel.

He looked up at her one last time to make sure she was okay. Noodle was a sight for sore eyes though, beautiful as she laid there naked with her messy hair splayed about and disheveled on the pillows. "Are you really sure this is what you want?" He asked for the umpteenth time. After all, Noodle was a virgin, and once the deed was done, you couldn't take it back.

All she could do was nod at his question. She couldn't even form a coherent thought at the moment, she was just ready for the pleasure that Russel was about to give her.

Russel grabbed his pants and pulled out his wallet. "Seems it was a good thing I put this condom in here." He chuckled as he pulled the square foil out.

Noodle bit her bottom lip as she watched him open it and slid it on. "Let's do this already." She smiled, hoping her blush wasn't too dark. Once hovering above her, pressed against her body, she closed her eyes. She knew this was going to hurt. Biting her lip harder, she waited for the pain.

Russel slid into the small girl slowly, and stopped once he felt her barrier. "I'm sorry." He murmured before plunging into her fully, making Noodle gasp. The pain wasn't too bad, but it still hurt as the corners of her eyes pricked with tears.

Russel waited for her okay before he made any further moves. After all, he didn't want to hurt her anymore than he already was.

Noodle slowed down her breathing and nodded. "I'm okay..." She whispered as her walls tightened around him. Groaning softly, she felt every move he made as he slid out of her and then pushed back in.

Russel held back as he tried not to thrust like he would have wanted to. Leaning down, he kissed away her unfallen tears. "I love you Baby Girl..." He whispered in her ear. "Sorry if this hurts..."

Noodle shook her head and smiled slightly, "It doesn't hurt anymore." She told him honestly, and Russel sighed of relief, thankful that he wasn't causing the girl any more pain.

They continued their slow thrusts, and finally when Noodle felt more comfortable, she raised her hips in synchronization with his. She began to feel immense pleasure building up inside of her once again.

Russel grabbed her hips and his slow thrusts soon began to add momentum. He knew he must have been doing something right due to Noodle beginning to moan more loud by the second.

Noodle arched her back slightly, this felt amazing. Much better than his mouth or her finger's had. She wanted more, so soon enough, her pleads mixed in with her moans.

Of course, Russel could only oblige to her pleads. He wouldn't deny her of what she wanted. The larger man then slightly picked up his pace as their climaxes began to approach slowly but surely. Russel had to make sure that Noodle came first. He wanted her to experience the most pleasure possible during her first time.

Noodle groaned loudly as her nails dug into the bedspread. Her body felt so hot, "More..." She moaned in pants as sweat rolled down their bodies. She gasped as he slid into her faster each time. "I love you... I love you..." She moaned as she squirmed underneath him.

Russel smiled and kissed her to quiet her moans. His hips rocked into her, grunting softly as he felt her wall tightening around his shaft.

Finally, she reached her climax. She couldn't help but to wrap her arms around Russel's neck as she felt the heat consuming her. Her hot breaths were in his ear, and shortly after her orgasm, Russel came too. Both of them riding out the ecstasy together, trying to catch their breaths. He couldn't help but to bury his head in the crook of her neck as the two lovers finally collapsed and lay beside each other.

In that moment, Noodle felt happy. She felt Russel's arms snake around her slender waist as he pulled her into a tight embrace. Neither of them was sure of what to say. The silence remained as their eyelids dropped and sleep consumed them.

Unlike her usual dreams, she wasn't in the dark or Russel wasn't on top of her. She was sitting in some sand, assuming she was on a beach. Her fingers were intertwined with Russel's as she leaned against him.

"I love you..." Dream Russel whispered into her ear as he pulled her closer.

Blushing softly, she smiled. "I love you too."