DISCLAIMER: I don't own Degrassi or anything else.

This story is now complete! I hope you like it.

I know I'm going to get a bunch of reviews that ask me to continue it. I don't really write long chapter stories, because I don't really have plotlines. I'd rather write a ton of oneshots. So I won't continue this story, but there will be plenty more things from me in the future.

Twitter: themusiksnob

Chapter 3

Eli's parents decided not to go out that next night, so by the time I was alone with Eli, I had spent way more time than I ever would have imagined "practicing" and thought I had a pretty good handle on what worked for me. Getting the courage to do that in front of Eli was another story.

But when Eli took my clothes off within five minutes of kissing me and thrust his fingers inside me about four times before announcing I was ready, I realized that if I wanted to enjoy this, I was going to have to take control.

He reached over to his nightstand to grab a condom, but I pushed down on his chest, so he was lying on his back. "Let me get this," I said, trying to put on a brave front.

Eli's eyebrows raised and he folded his arms behind his head. "Yes, ma'am."

I ignored him and focused on my task. I ripped open the foil package with only a little bit of difficulty and rolled it onto him, squeezing the air out of the tip like I had seen him do before. He started to get up but I stilled him again, throwing one leg over his and straddling his waist.

The look of surprise on his face was evident. I had never taken control when we got physical. When we had sex in the past, he always got on top and even the first time I gave him a blowjob was at his gentle suggestion. He never pressured me but I had never gotten over my fears enough to take the lead.

But I guessed that was going to change tonight. I gripped him in my hand as I sank down on top of him. It was a little uncomfortable at first, but I went slowly and soon he was all the way inside me.

"Clare," he whispered as he gazed at my naked body. I blushed at how exposed I was. He pulled me down to him and kissed me, as he started to thrust gently into me. I moved my hips against him experimentally. It did feel pretty nice in this position, but I knew it wasn't quite going to be enough.

I felt like I was crushing him, so I held myself up on my forearms. This left my breasts dangling in his face and he sucked my left nipple into his mouth while he cupped the other. I let out a low moan at the feeling and thought that while he was distracted I might as well give this a shot.

I moved my hand down to where we were joined. There wasn't an easy way to get in there without him noticing and I couldn't quite reach so I sat up straight in his lap. He watched in wonder as I reached down and started stroking my clit.

"Oh my God, Clare, that's so fucking hot." His head fell back against the pillow.

His hips started moving faster against mine, but I was having trouble getting leverage against him. My legs were too short to raise myself off him. I growled in frustration. I tried to lay down against him and keep touching myself but it was too awkward.

I pulled my hand out from between us, stopped moving against him, and buried my face in his shoulder, totally embarrassed. I thought this was going to be the key to having amazing sex with Eli, but clearly I just had no idea what I was doing.

Eli ran his fingers through my hair. "Baby, what's wrong?"

I kept my face against him, not wanting to see the look on his face. "It didn't work," I mumbled.

Eli pressed a kiss to the top of my head. "Do you want to try something new?"

"I guess." I felt like a baby, pouting because I couldn't get my way, even with my boyfriend's penis inside me.

"First, come here." He pulled my face up to his and kissed me. It started off slow and soft but as it went on we got more and more passionate, our tongues stroking each other deeply. He thrust into me a few times before he grabbed my hips and pulled out of me.

I managed to get off him and sit beside him without hurting him and he sat up and grabbed both of his pillows. He piled them on top of each other in front of me, and moved so that he was kneeling behind me. Eli's arms wrapped around my body and he took my breasts in his hands. He pressed his lips to the back of my neck and kissed down my spine, moving me until I was lying on my stomach against the pillows. He placed one last kiss on my butt cheek, and gripped my hips in his hands.

"Clare, is this okay?" he asked as he placed himself at my entrance.

"Mmm hmm," I mumbled. I wasn't really sure how this worked but Holly J had said she liked this position so maybe there was something to it.

He moved inside me and I could see why this was so appealing. He entered me more deeply than he had before and we both moaned at the feeling. I didn't like that I couldn't kiss him, but his hands made up for it, moving over my hips and back and breasts as he moved gently.

Eli groaned, "I don't know how long I'm going to last like this."

He increased the pace and I met his thrusts with fervor. He reached underneath me and tugged on my nipple with more force than usual. "Clare, touch yourself for me. I want to feel you come on my cock."

I normally felt uncomfortable when Eli cursed, but during sex, his dirty words turned me on. I reached underneath myself, the pillows supporting my arm. In this position I had a lot of room and I moaned when my fingers met my wet clit.

"Oh, Eli," I whimpered, and he moved faster against me. I sped up my movements and I couldn't believe the noises that were coming out of my mouth. I could tell from my experiments that I was getting really close. Sex had never felt anywhere near this good before. Now I understood why people got so obsessed over it.

"Fuck, Eli, you feel so good." I didn't think that word had ever escaped my lips before but in this moment, there was nothing else that applied.

"God, Clare…" Eli didn't complete his thought but it didn't matter because he thrust into me in just the right way and I screamed as my orgasm shook my body. I tensed around him and he followed right after me with a groan.

I collapsed onto the pillow as he pulled out of me and grabbed a tissue from his nightstand. He threw out the condom and lay down next to me. He tugged on the pillow. "Can we share?"

I giggled and pulled the pillows out from under me so we could lie down properly. Normally after sex, I tried to get my clothes back on immediately, but I was feeling a little dizzy and I was perfectly content to lie naked in Eli's arms.

"What was that?" Eli asked, tickling my side.

"What do you mean?" I giggled, pushing his hand away.

"I mean, you look like my girlfriend, and you sound like her, and…" He buried his face in my neck. "Yup, you smell like her…but you just got on top of me and you fucking masturbated while riding my cock, and don't get me wrong, it was the sexiest thing I have ever seen, but where did that come from?"

I looked down and noticed my blush spreading from my cheeks all the way down my chest. "I don't know."

He grabbed my hand. "Clare, talk to me."

I bit my lip. It was one thing to do something to make the sex better but it was another to tell him why I needed to do that. "I can't tell you."

Eli's face was full of concern. "Clare…we've been together for months, we love each other, and we just had the most amazing sex ever and that includes all the dreams I've had of you. You can tell me anything."

I was quiet for a minute, trying to figure out how to explain it. "It's just…ever since we started having sex, you've been so…excited. And I'm glad you enjoy it so much, but we used to spend hours kissing and touching each other, and while I like having sex with you, I kind of missed foreplay."

Eli looked embarrassed. "I'm sorry. I didn't realize. You're right, though. I was so surprised when you wanted to have sex with me and so happy that we keep doing it that I've been rushing you. I keep thinking you're going to change your mind and if I can just show you how great it is, you'll want to keep sleeping with me."

I laughed. "Eli, I'm not going to change my mind. But that's sort of the problem. It hasn't exactly been great for me." Eli's face fell and I rushed to explain. "Please, don't get upset, it has been really sweet and romantic and loving and intimate and I love being with you. It just hasn't really worked as well for me as well as it did when you'd finger me or go down on me." My voice lowered at the end of my sentence. Even when I was trying so hard to be brave, it was still difficult for me to talk about this kind of thing.

Eli covered his face with his hands. "I'm such an idiot. I knew you weren't getting there, but I didn't even realize… I should have been more sensitive. I'll make it up to you, I swear. If it doesn't happen from sex, we'll try it another way. And I promise to spend more time worshipping your body like you deserve before we have sex."

I pulled his hands from his face and held them in mine. "I appreciate that."

Eli always had a cocky smirk on his face, so seeing him looking so wounded was both unusual and worrisome. "Did you at least enjoy tonight?"

I grinned. "I did. It felt really good."

"And at the end? You weren't faking, right? Because it seemed like you…"

I cut Eli off. "I did! I would never fake it with you."

Eli smiled and brushed my bangs back off my forehead. "Did you like being on top? And when I did you from behind?"

I moved my head against his chest so I didn't have to look at him. "Yeah."

"I feel bad that I never suggested we try different things before. Missionary can be fun, but it's not my favorite. I just thought you'd be too shy to try anything else."

I rolled my eyes. "I think I've proved that the Saint Clare moniker no longer applies. You can suggest anything you want." I stuck my tongue out at him. "I'm still going to do whatever I want."

He grinned, probably remembering the first time I said that to him, months before we even started dating. "Oh, I've got so many ideas. I can't wait to try them all out with you."

He kissed me and my eyes fluttered shut. "Not tonight," I teased.

"Next time then," Eli said, kissing my forehead. "We'll figure this out together."

I entwined my fingers in his and gave him another kiss. "I love you."

"I love you, too," he whispered.