By Trynia Merin

Disclaimer: The members of KISS are real persons, and their makeup and albums are property of their organization and kiss Catalogue. However the characters in this story are based on their lives, for fan fiction reasons only. No harm is intended. This is an alternate fictional account of how Paul and Gene got together as a pair of musicians, so certain liberties have been taken. But other facts remain to make this a convincing story. Other characters involved not based on real persons are property of the author. Thanks to Eisencookie for help with developing and suggesting story ideas!

Gene and Ray were sharing a piece of apple pie when Steve Coronel strode into the diner. He waved to Gene, who waved him over to sit with them. He pulled up a chair and sat at the end, regarding them all with worry. Stanley glanced up at Steve with a small smile of shame.

"Man it really hit the fan tonight, didn’t it?" he said, looking at Stanley.

"It sure did," Stanley mumbled.

"So Gene, you all want to crash at my place?" Steve offered.

"That’s the plan," Ray said. By now Marcia is out of breath and giggling happily next to Stanley.

"Who’s the pretty girl?" Steve asked Stanley.

"She’s Marcia Greenburg," Stanley smiled. "Is it okay if she comes with us?"

"Sure," Steve winked. "I have lots of room. Parents out of town and all… you can take your pick…"

"I just have to get taken home tomorrow," she blushed.

"No problem. I’ve got my mom’s car. Let’s get going, ok?" Steve said.

"That big boat?" Gene laughed. "I think we’ll all ride in style…"

"Thanks Steve, we owe you BIG!" Ray said.

"So you still keeping Klein outta trouble?" Steve winked at her.

"As much as I can," she said, hugging Gene.

"Yeah, yeah," he laughed. "Let’s get the hell out of here troops…"

When they walked out the door, they stood waiting as Steve motioned them to stop. Gene looked at him and asked, "So where’s the car, Coronel?"

"My girl’s been driving it around the block," he said.

"Oh you trust HER to drive it?" Stanley joked.

"She got her license," he laughed. "Here she is now…"

A large green Chevy Nova pulled up, with Steve’s girlfriend behind the wheel. She stopped as she saw Steve waving, pulling up to the curb. He grabbed the keys from her to open the trunk, and she got out, looking at the group in question. When she saw Marcia by Stanley, her eyes took on a temporary look of jealousy. She swallowed it when Ray’s eyes fixed on her.

"Shall we?" Ray asked, and Gene opened the door, throwing the bags to Steve, who stowed them in the back with Stanley’s guitar. He shut the trunk, and climbed behind the wheel, letting his girl into the passenger side first.

"This is just NUTS," Marcia laughed, as Stanley climbed in first. He held out his hand to her. He offered her his lap, and she gasped, "Oh..."

"GET in!" Gene hissed. "For God's sake, no one is going to tell your mom."

Stanley pulled Marcia her onto his lap, and she climbed in tentatively and sat own over his knees. Ray crammed next to Stanley, and Gene climbed in next to Ray, slamming the door. Steve’s girl looked at them all with wide eyes from the front seat, gasping, "Did you really get into a fight?"

"Shh," Steve urged her as he turned up the radio.

"I don't know what to do with my arms," Marcia said shyly. Gene cackled at the double meaning.

"Just put your arm around my neck," Stanley whispered. She smiled at him and did so. The car pulled away, with Ray and Gene crammed on the seat with Stanley. Ray shifted uncomfortably, squashed between them. Gene looked at her and pulled her on his lap as well.

"Thanks," she panted.

"If I get an erection, its ALL your fault," he teased.

"God what HAPPENED?" Steve’s girl whispered to him.

"Tell you later," Steve whispered, pressing her hand.

To get to the main road they had to pull past the JCC. Marcia gasped and pointed at the flashing blue lights fanning across the buildings to their immediate left. To their right, Gene and Ray glimpsed police cars pulled up before the JCC, the police hauling all the members of TREE out of the front steps to the squad cars.

"Shit," Gene mumbled, glancing at the cuffed Casey and Matt, both stumbling along bleary eyed. Reaching into Matt’s pocket the cop frisking him pulled out a bag of a leafy substance. Steve pulled alongside other cars parked double to see what was going on.

"Wow," Stanley muttered. "I hope…"

"Let’s go, I think they’re too strung out to notice us…" Gene urged. Quickly Steve swung around the block to gun his motor up the street and drive like a bat out of hell once they reached another cross thoroughfare.

"I can't believe we're fleeing from the law," Marcia laughed, wide eyed as they drove along with the windows rolled down, their radio up on high volume. A song from the Rolling Stones blared on; I Can’t Get No Satisfaction.

"Busted for pot," Stanley laughed. "I love it."

"Gene I hope they don't accuse Paul..." Ray whispered to Gene.

"You don't do drugs, do you?" Marcia asked, pulling away a bit.

"No way!" Stanley said. "Matt does."

She smiled at him and gives him a little shy kiss. He kissed her cheek back. Steve leaned back and looked at them from the rear view mirror, tapping it as he said, "Stanley, we've decided we're going back to my place, so make up your story for the parents now."

"Sure," he smiled. "I was at Steve's. He'll cover for me."

"I have to look at that fucking guitar of yours. Jesus, that sounded like crap," Gene poked Stanley.

"It's a miracle it played, if I hadn't helped," Ray said.

"Oh, THAT explains a lot." Gene rolled his eyes.

"Excuse me, hey!" Ray bopped him playfully on the head. Gene noticed she was missing her watch.

"You should never let a woman come between you and your guitar. Only between you and your legs." he said, with mock innocence, as Marcia laughed.

"Amen," Steve laughed.

"Women are only good for one thing," Gene baited Ray, a twinkle in his eye.

"And it's NOT guitar repair."

"If you say one more thing..." Ray huffed.

"Now, HEY!" Marcia said with a fake pout.

"Yeah GENE!" Steve’s girl shot from the front seat. "You are a real moron to get us to swallow THAT stuff!"

"Amen!" Ray shouted, then warned teasingly, "I'll kill you, Gene…"

He looked at her innocently and batted his eyes. She bit his neck, causing him to throw his head back and laugh, tickling her legs. She shrieked and squirmed on his lap when Gene reached over and licks her neck.

Marcia smiled at them; hoping Stan will make a move. Stanley rubbed his hand over her leg, and tipped her face to his. "Hey, pretty baby," he said to her. Marcia began breathing heavily, as he kissed her cheek softly.

"I don't usually kiss guys," she said, panting.

"It's okay," he laughed with a gleam in his eye. "There's other things we can do."

"Show me," she said.

"Hmm," he smiled. He looked to Gene and Ray for inspiration, seeing them share a kiss. Gene cooed into Ray's neck, rubbing his hands up and down her legs roughly.

Stanley put his hand behind her head and gently lowered his lips, whispering, "Close your eyes."

He kissed her neck and cheek softly. She did so, her dark lashes very long flickering shut. Like an inexperienced kisser, she over pouted. Stanley suppressed a giggle and then brushed his lips to hers. He didn't tease her with his tongue; instead he simply pressed his lips to hers. She smacks loudly as if kissing relatives, her eyes tightly shut. Gene glimpsed at them and chortled softly.

"Easy," Stanley laughed. "Just let me show you. Just relax, and open your mouth a bit, babe."

"You look like a fish," Gene laughed.

"He called me a FISH," she said, lowering her head.

"Klein, shut the hell up," Steve laughed from the front seat.

"Gene, shut up," Ray said, silencing him with a kiss of their own.

"Mmmmmmmmm," he moaned, still amused at Marcia.

"Let's watch the experts," Stanley smiled. He shows her how they are kissing.

Marcia watched then puckered again. This time Stanley kissed her softly, then he increased the pressure, his arms around her and holding her tightly. He opened his right eye to se what Gene and Ray were doing. She rested nervously in his arms, then began to relax. Gene nibbled Ray's neck as Stanley basically imitated what his friend was doing to Ray.

Gene pulled away a minute from his kiss, and teased Marcia, "When I get back to the apartment, YOU are getting lessons."

"Ooh GOD!" she squeaked.

"Stop terrorizing them, Klein!" Steve chortled from the front seat. His girlfriend ran a hand steadily up his thigh.

"They can watch us," Ray nudged Gene.

"The Master," he grinned. Stanley just responded with his woody woodpecker laugh. Marcia smiled at his laugh, reaching down to take his hand shyly.

"You kids better get over this first date crap because you're sleeping together in a sleeping bag," Gene said.

Stanley looked at Gene incredulously, and Steve grinned, saying, "Well you SURE you don’t want a bed?"

"You mean, like CAMPING?" Marcia laughed.

"Bed’s for experts like me and Ray," Gene laughed. "You rookies get the sleeping bag."

"Gene if you don’t stop I’ll… spank you!" Ray threatened.

"Better listen to your woman," Steve grinned, taking his girl’s hand and smiling.

"Sure...just LIKE camping." Gene said, winking at Ray as they entered Steve’s apartment. Marcia glanced anxiously around as Steve turned on the lights, and ushered them into the sizable sitting room. Gene flopped down on the sofa and sighed deeply, pulling Ray to sit by him. Marcia and Stan sat tentatively on the love seat while Steve closed the door.

"Have a seat, kids," Steve said, waving his arm around.

"Anyone want anything to drink?" asked Steve’s girlfriend.

"I’d love some water," said Marcia. "You need help?"

"Sure," she said, motioning to Marcia. They walked together to the kitchen, disappearing.

Gene glanced at Stanley and tossed the sleeping bag to him. "Here’s your bed, sport…"

"Shaddup," Stanley laughed.

"You’re welcome to use any room, man," Steve said as Stanley pulled out his guitar and Gene moved over to sit down and glance over Stan’s shoulder as he plugged into one of Steve’s spare amps.

"Knock yourself out," he said to Gene, who started messing with Stanley’s guitar.

"You can pitch your tent anywhere in these parts." Gene cracks himself up, "Just NO feeding the bears."

"Shaddup you," Stanley laughed, turning on the black and white TV.

"I can't believe we're sleeping in a sleeping bag." Marcia laughed as she emerged from the kitchen, smiling with Steve’s girlfriend. "Look at this place..."

"It’s only fair that I led you a nightgown, dear," she said, carrying a tray of drinks. Both of them presented cold glasses of beer to Stanley and to Steve, while Gene grabbed the diet coke from the tray when it came around.

"I like this, service with a smile," he grinned at Ray.

"Oh boy, here he GOES!" she groaned, as he fussed over Stanley’s guitar.

Ray looked around, seeing the nice state of the well-used furniture. Yawning, Steve glanced at Ray and Gene, and Stanley and Marcia.

"I think we’ll turn in," he winked at his girlfriend, putting an arm around her. "You guys have a lot to talk about. See you in the morning Gene!"

"Thanks Steve," he nodded as Steve shook his hand and waved to Stanley.

"Try not to KILL each other," Steve’s parting shot was. "And Gene, you and your girl are WELCOME to my parent’s room. Just CHANGE the sheets! And Stan, you can crash down here unless Marcia gets shy. She can have my sister’s room…"

"Great, you’ll LOVE cramming onto a girly bed," Gene laughed at Stanley.

"Fuck you, Klein," Stanley laughed, sipping his beer. "You finished butchering my guitar yet?"

A few minutes later Steve’s girlfriend came down with a silk nightgown over her arm. Smiling she moved over to Marcia who was still watching Stanley and Gene bitch over Stanley’s guitar.

"This should work for a night shirt," she said to her.

"Thanks' Marcia gulps, looking down at it.

"Anytime. And you can borrow a change of clothes. I think we’re the right size…"

"Thanks," she smiled, as Steve’s girlfriend beamed at her.

"For all of you, there’s some food in the kitchen. I think there's a box pizza in there…" she said to Ray and Gene.

"Sounds good," Ray smiled. "Thanks."

"HAVE FUUN!" she winked and blew kissed as she rushed upstairs.

"She’s a ray of sunshine," Gene muttered suspiciously.

"Maybe she’s getting some," Stanley mumbled. "Better then ME!"

"I’m glad she’s not with you," Marcia said proudly. "Cause she’d have to fight ME off!"

"Oh now I love that," Stanley cooed, sitting beside Marcia and offering her some beer. She sipped it, and kissed his cheek as he rubbed her thigh.

"I freaking starved," Gene mumbled, getting up and passing the guitar to Stanley.

"So what’s the verdict, Geno?" Stanley asked. Gene raised an eyebrow at his nickname.

"GENO?" he asked, annoyed. "What lame book did you pull THAT moniker out of?"

"It fits you," Stanley laughed, looking at Marcia.

"Shaddup, Eisen," Gene mumbled, and moved into the kitchen.

"Is he this grumpy?" Marcia asked Ray.

"He’s just needing food," she said, going to the kitchen. "I’ll see if I can show him where the stove is…"

"He’s a CAVEMAN!" Marcia whispered to Stanley.

"I think so," Stanley laughed, picking up his guitar and strumming it.

"How long have you two been friends?"

"Grand total of a week," Stanley laughed. "And we haven’t killed each other yet."

In the kitchen Gene was reading the instructions on the Chef Boyardee Pizza kit and shaking his head. He mumbled, "Ray, you have to ROLL out this dough? What the hell?"

Ray whisked it from his hand, shaking her head, "I'll take over from here."

He grinned and kissed her, "I was hoping you would."

"You are a Neanderthal sometimes, Gene Klein," she bitched good-naturedly as she reached into the fridge and pulled out a can of tab for herself.

"Woman, get me a soda!" Gene playfully commanded, admiring the view of her ass under that short skirt.

She shoved a soda into his hand and gave him a warning waggle of her finger. Gene swept out a long arm and pulled her to him, pinning her between the counter and his body. He kissed her hard for a moment, making her forget all about the pizza.

"Wow, if you don’t stop this you won’t get your food," she teased.

"Maybe it’s not FOOD I’m hungry for," Gene winked wickedly, rubbing his hands over her chest.

"Shut up and open this can of tomato sauce. Make yourself useful," she giggled, trying hard to look serious but failing at the look in Gene’s eyes.

Gene laughed and opened the sauce with the electric can opener while Ray hunted for a rolling pin and waxed paper. She spread it on the counter and mixed the dough quickly. Then she rolled out the pizza dough with the rolling pin while Gene sipped his soda and teased her. Playfully she pretended to whap him with it. Grabbing a dishtowel he snapped her ass with it. She started to grab his ribs and tickle him, getting flower all over his shirt.

"Now look what you did!" he said playfully. She ignored him and poured the sauce over the flattened dough, and hunted for the cheese. Sprinkling it on top, she put the pizza in the oven. Gene left her for a moment, patting her backside as he wandered out to check on the young couple. He glimpsed the backs of their heads as they sat on the sofa together.

Out in the living room, Stanley messed with his guitar, plugging into Gene's amp. He looked enviously at Steve’s guitars in their racks. Beside him Marcia watched with admiration in her eyes.

"How long have you played?" she batted eyelashes at him.

"Most of my life," he laughed. Gene bopped back into the kitchen, moving behind Ray.

"Aren't they CUTE?" Gene chuckled to Ray, "For Gods sake, was I EVER that young?"

"I think it's sweet. Sort of innocent looking almost," she sighed, as Gene chuckled in the kitchen. She wandered out and stood in the doorway with Gene, both watching the drama unfold.

Stanley had tossed his hat to one side and his coat to another at this point. Marcia leaned over to shyly touch his curly hair.

"These curls are amazing..." she smiled.

"Aww, Shirley temple curls," he laughed. She chuckled, still running light fingers through them.

He fingered her hair, also slightly curly and long and dark as he pulled it down from its pins. It fell in a cascade down her back, almost touching her backside.

"It is," she laughed.

"They're going to make me sick," Gene grumbled teasingly.

"Well we should wait and then we can leave them to their play," Ray laughed. "You know what, he looked like he could be your brother, Gene."

"God forbid," Gene groaned, rolling his eyes as he dragged Ray back into the kitchen.

"Stan.... Do you have anything warm? I hate to ask but I'm.... A little cold." Marcia shivered. Stanley draped his coat over her shoulders. She slipped it on and smiled gratefully. He put his hat on her playfully. Then he started to sing one of his songs.

"I love your music." Marcia said.

"Thanks, I write it myself," he smiled. Marcia looked around nervously, fidgeting a bit as she was enjoying Stan’s cologne. Stan put his guitar down and yawned. He dropped his arm over her shoulders.

"Sleepy?" she said. Stanley slowly tipped her chin towards him, and smiled. He leaned to kiss her. She exhaled right before he kissed her and relaxed somewhat this time. He started to rub his hand up her leg, and then rubbed her back and neck with his other hand, still kissing her.

"Dumb ass kid," Gene grumbled, glancing out again for a moment. "A chick said I'm cold.... She wants you to grope her. Am I right, Ray?"

"You are terrible," she groaned, shaking her head.

"He needs lessons," Gene sighed.

"Well they ARE kissing right now, for your info," she said to Gene, pulling him back into the kitchen. Grabbing him around the neck she leaned up, and Gene cupped her backside and squeezed it.

"Remind you of something YOU and I should be doing?" Gene winked.

"You know it," she purred, closing her eyes. Gene obliged by pinning her to the counter again, pressing his hips to hers. Then he turned from the counter, slowly rubbing her ass again. Ray moaned and crooked her leg up his thigh.

"If you get HIM worked up, you're going to have to satisfy him," Gene growled in Ray's ear, placing her hand on his groin. Slowly he began to hum through the kiss, moving his hand up to cup her breast.

"Gene," she whispered. "Should we CHECK on them?"

"Why not," he laughed, taking her hand and leading her to the kitchen door. They tiptoed over to see Stanley slowly kissing Marcia down her neck and to the chest.

"Maybe we should disappear?" Gene whispered in her ear. "I know the way to the love suite."

"Yes," she whispered. She moved to walk and stumbles against Gene. Steadying her against him, he walked her over to pick up her case, still groping her back and ass urgently.

"Stan my man, 20 minutes on the pizza. Bathroom's to your right. Have a good uh SLEEP," Gene grinned as he coughed out loud.

Stanley waved from kissing Marcia, his face fused to Marcia’s. At least now it seemed she had gotten the gist of kissing. Satisfied, Gene led Ray upstairs, tiptoeing as he went.

Marcia slipped her arm around Stan finally, and pulled away panting hard. Stanley pushed back his hair and said, "Easy, I won't force you to do anything you don't want.

"I'm not worried," she said, brushing hair from his face. He smiled and touches his nose to hers, kissing her again. He lifts his hand up to run it down over her shoulder and her chest. She moaned sharply as he approaches her chest, and jumps a bit. He slowly pulled his hand away, and rubbed it over her arm and shoulder. She pulled back a bit, red.

"I'm SORRY" she pants, " I messed it UP."

"Easy," he smiled. "You're doing fine... I don't mind hearing you."

He rubbed his hand over her breast again lightly, and she moaned, "Stan, I've never done this before.... It sounds like a stupid 50's movie, but I swear...."

"It's okay," he said. "I um... know it's scary."

"What have you.... Have you done...IT before?" she asked him, wide eyed.

He nodded and blushed, and she gasped, "Really. Oh my GOD."

"Yeah, it's... well... it's fun... but if you don't want to. I won't push you."

He looked at the sleeping bag and kicks it open on the floor as she shyly averted her gaze and said, "It's not that. It's just that I don't know how, and I don't want a baby, so if you can see that I don't have a BABY, well, then I think I can."

"I know," he laughed. "I have protection. Just relax, and let's just keep exploring."

"I mean, it's.... You’re NICE and all but my mom would freak if I got the P word and," she said, still babbling nervously.

"Shh," he kissed her. "WE can always do IT later. Right now we can just sort of fool around."

"But tonight's so perfect," she whined quietly at his touch.

"Shh," he urged, touching her again. He slipped one strap of her dress down and kissed her shoulder.

"How about if I want you to stop, I’ll say STOP and if I don't, then you don't have to," she said, sucking in her breath.

"Sure," he nodded. "Just tell me when and I will stop. I promise."

"OK...well...then.... That’s great."

He smiled and nibbled her neck, then her ear like he's seen Gene do, feeling VERY nervous. She began to moan lightly, embarrassed to be audible.

"It's okay, Gene doesn’t care if we make noise."

"But you're not." she squeaked. "Just stupid old me."

"Don’t say you're stupid," he shook a finger at her. "Or I’ll have to spank you."

She looked at him, scared a moment, and then broke into a smile as Stanley said, "Kidding!"

She teasingly attempted to nip at his finger. He put his finger in her mouth and felt her lips. She gulps a bit, then began sucking his fingers, brushing his other hand over her breast again. He moaned softly, "That's perfect."

She relaxed quite a bit at his compliment. Pulling her dress down a bit, he put his face down and kissed her chest, and leaned over with shaking fingers to touch the buttons on his shirt. Taking her necklace between his lips he sucks on it then kissed her neck again. He put her hands on his shirt and continued to reach around to unzip her dress.

"What do you want me to do?" she whispered in his ear.

"Unbutton my shirt," he whispered. "And kiss my chest hon."

"My sister said her boyfriend put his thing in her mouth." she said nervously, "I don't know..."

"You don't have to," he said, lowering her hand to his pants and rubbed it over his excitement. She breathed into his neck and slowly began opening his buttons.

"You can touch it. With your hands," he urged. She squealed a bit as she felt it. "It's because of you baby. You're making me hot."

"I've NEVER...touched one...GOD I sound so stupid." she mutters, then blushed and giggled as she realizes she said stupid.

"It's okay. First time for everything," he said, pulling her dress down. He then reaches around to unfasten her bra, fumbling with it. He noticed she has an old-fashioned thick cotton bra, white. He mumbles and tries to unhook it, causing her to gasp with tiny breaths. Then it falls away, and he tosses it down. He leaned down to kiss her breasts softly, and she responded, almost hyperventilating.

"Relax," he said, putting her hand on his chest.

"Oh, Stan," she moaned loudly. He whispered her name as he fingered her and then took a nipple into his mouth to tease her. She began to rub her hand lightly in his chest hair. He moaned softly, urging her to unbutton it all the way.

She does so and buries her fingers in his chest hair. Then she got midway down, sees his Star of David necklace a bit different from her own.

She made small moaning sounds from him suckling on her. He turned to her other breast and gave it the same treatment, pulling up her skirt. He tugged the dress down and off, laying it over the sofa. Then he wriggled out of his shirt.

"Am I really making you hot?" she asked, eyes shut with lust.

"Yes baby you ARE!" he whispered.

"Because I can't believe that I am," she said shyly.

"You are," he moaned, putting her hand on his groin.

"You're so gorgeous. I mean, REALLY," she panted as she rubbed him. He urged her down on the spread out sleeping bag.

"Mmm, you are very pretty and sexy yourself," he said, laying alongside her, shirtless. She felt him lower her to the ground and moaned. He urged her hands to lay on his belt.

"No, I'm not, but thanks for saying it," she said, winding her fingers in his long hair.

"You are," he smiled. "Very beautiful."

She smiled back at him as she nervously fingered his belt. He put her hands on his belt again. He cooed, "These pants are tight, can you help me?"

"This is what you want?"

"Yes, do you want it?" he asked, kissing her lips again.

"Yes" she whispered, barely audible. He helped her unfasten his belt buckle, and then guided her hands to unzip his pants. She put her hands over his and let him help her. He put her hands into his pants and lets her feel his bare skin.

She gasps as she felt him, biting her lip. He reached into her underwear to feel her, slipping his finger into her moistness.

"I'm all...oh god, I'm all wet," she said, embarrassed, not knowing it was indeed a good thing. He pulled off her stockings and underwear slowly.

"That’s what is supposed to happen," he smiled. "I want you to be wet..."

"Oh...." she said, in a small voice.

"That's what happens when you get aroused."

"I'm DEFINITELY that," she said in a high pitched voice. He felt around for her, trying to find that spot in her that Gene mentioned, on a conversation over the phone about women. He gently put his fingers into her. She shut her eyes tightly, feeling him inside of her.

"Oh GOD!" she cried.

"Relax," he urged, putting her hand on him and urging her to grip him, and groaned as she did so. She put her small hand around him and squeezed gently.

"Easy, just nice and slow..."

"Am I hurting you?" she asked quietly.

"Oh god that felt good."

"Like THIS?" she asked. For a moment he stopped her for a moment and pulled his fingers away.

"Let me get out of these pants," he mumbles. She pulled her finger away as if she's been burned. Stan shed them and his underwear, lying down. Then he put her hands on him again.

"I did something.... Oh...." she sighed with relief. "Damn...stand up again. " she whispered, "Please.... For me."

He ran her hand over himself, showing her how to stimulate him. Then laying her down he kissed her softly, then kissed down her bare body. He licked her navel and came back up to kiss her breasts again.

"Stan...I want to see you...please..."

"I want to feel you," he whispered. He stood up before her, showing her his body as he pulled down his underwear.

"What does that mean?" she squeaked. She watched him with serious brown eyes, travelling down his body and back up again. He lay down again, and then started to lightly tickle her body.

"You ever been tickled?" he asked with a smile.

"You are so incredibly beautiful" she whispered.

"So are you," he whispered.

She looked at him, "I don't... know...."

"You are," he whispered. "I want you so badly."

"How are you going to tickle me?" she looked at him with large nervous eyes.

"From the inside," he smiled.

"With.... Umm...what?" she said, her voice cracking. He put his fingers into her again gently, evoking a loud moan.

"Like this. Only with something else."

"With something else," she repeated.

"Do you want this... do you want ME?" he asked, breathless.

"Stan, I want you with all my heart and soul," she said, tears springing to her eyes. He smiled and kissed her.

He reached down and pulled something out of his pants pocket. "Lay down," he said.

"I can't believe you've done this before," she said, watching him closely. He pulled out a rubber and tried to slide it over himself, and lay down on the sleeping bag. Her eyes widened. She nestled into the sleeping bag, urgently pulling him toward her.

Kissing her chest and her lips, he commanded, "Put your knees up... and just let me..."

"I always said that I would be in love.... And this is going to sound dumb but I love you...and you don't have to love me," she whispered as he knelt between her legs.

"I care about you a lot," he whispered when she spread, her legs for him. "And I’d like to think I love you too."

He gently nudges at her opening as he moves into position and she smiled, "We don’t know each other, but it's fun to pretend."

"It is," he smiled as she began to tense up.

"Relax," he whispered, kissing her neck softly.

"I can't."

"Just relax... shhh... Just look into my eyes baby. Focus on me...how much I want you."

"It's going to hurt," she said.

"I'll be gentle," he said. She looked up in to his eyes, feeling a fluttering in her belly. He slowly nudges himself in a bit, painfully slowly hoping he can hold his erection long enough.

He slowly nudged in, and she groaned. He asked, "Are you ok?"

She clamped her thighs tightly around him, and he laughed, "Easy."

Slowly he nudged in and felt her barrier, and she whimpered, "It....damn...it hurts."

"Shh," he whispered, kissing her tenderly, staying still. He kissed her deeply to distract her, and she threw her arms tightly around his neck. As he slowly eased his way, she began to tense up more and held him tightly. He pushed harder, and slower.

"Are you all right love?" he asked her.

"Stan...." she moaned. "Oh, please, oh Stan...."

He pushed all the way in, and moaned. Panting heavily, her arms wrapped around him. Then he slowly began to rock.

"You're so hot and tight," he moaned. She still held him tightly. Feeling her tightly sheathing him he groaned, pushing into her harder, "I can FEEL you, oh damn, oh, I can...Stan.... Hmmm. Oh baby! Rock with me... that's it... rock with me..."

She began to move her hips in rhythm with his. Balancing on his arms beside her head he thrust harder and faster. She began to cry out louder. He took her breast in his mouth and pushes more and more.

"Perfect, that’s IT!" he cried out. Then he stopped, groaning as he felt himself almost ready to explode.

"I need...oh god.... I want you t o feel good...." she moaned in his ear.

"OH baby you are making me FEEL good," he moaned. "So damn GOOD!"

He thrust madly into her. She rubbed hands up and down his back wildly. He started to moan, tensing up. She began to feel herself tingling, warm all over and felt herself contracting. Stanley felt an excitement building, panting and moaning loudly.

"OHHHHHH!" she yelled as she bit viciously into his shoulder. Then she began to suck gently on his shoulder.

Stanley hissed in pain and whispered, "OH YES!"

Then he stopped and tensed. Thrusting as far as he can inside her and shuddering. She was overcome with emotion and began weeping as he reached orgasm.

"OH god. I'm coming... OHHH YEAHHHHHHHHHH!" he screams loudly.

He collapsed on her, panting and sniffling into her shoulder. She held him tightly and cries into his shoulder. He pulled out and held her, kissing her and shushing her softly, rocking her against his body. She continued to cry, unable to stop. She attempted to sit up; hands over her face, very embarrassed.

"Baby. Oh baby come here!" Stanley pulled her to him and hugged her tightly. "That was incredible!"

She turned to him, hot tears of embarrassment on her face, and he kissed them away, shushing, "Hey, it's okay... it's okay... Shhhh..."

"I can't believe I SCREAMED in Steve’s home. I can't believe I screamed in front of you," she said, unable to look at him. "I made a fool of myself."

Then they heard a loud scream followed by a growling. "You hear THAT?" he asked her.

"OH GOD GENE!" Ray screamed. Still looking down, she breaks into a smile. Then they hear Gene's shout. She looked up, making eye contact with him.

"That's what is supposed to happen," he laughed. "If you didn't scream I'd be worried I screwed up."

"How many girls have you done that with?" she asked seriously.

"Only one," he said softly.

"That girl at the show?" she said softly.

"She dumped me. She cheated on me with my friend... or I thought he was my friend."

"Was she your first?"

"Yes," he sniffled, starting to cry.

"She didn't deserve you," she smiled and pulled him toward her.

"I know that now," he smiled. He leaned down to rid him of the condom.

"I hope I'm not here just because she's isn't," she said

"No of course not," he said, rushing to the downstairs rest room. "Be right back..."

She stretched out in the sleeping bag, enjoying the feeling that has come over her. She turned on her stomach to watch him enter the kitchen. He disappeared to do his business, and returned to kiss her.

"Want something to eat?" he asked. "Pizza's done..."

"Do that again... walk into the kitchen," she said seriously. "Only slower."

Smiling he walked BACK into the kitchen. She laughed and said, "No, I mean, REAL slow."

He reemerged, put a plate with pizza on it before her, and then went back IN VERY SLOWLY. As he returned out, she still watched him on her stomach. He nibbled a piece of pizza hungrily.

"I have come to a conclusion," she said seriously as she took a piece of pizza.

"What love?" he asked, sitting down and taking another piece.

"You have God's most perfect body," she smiled as she played with the cheese.

"Aww shit you’re kidding me," he laughed, pulling on his underwear again.

"Now, really. And... Umm... a REALLY, REALLY nice ass."

"Thanks," he blushed. "I've grown attached to it."

"And....umm...a nice.... Well, you know."

She said, licking her fingers. He grins and pinches her butt playfully.

"You've got a nice ass yourself honey."

"No...." she laughed, "It's too flat."

He handed her the gown that Steve’s girl had given her, and said, "I like your ass the way it is, baby."

"I love your hair too," he smiled, fingering it. Then he fingered her necklace.

She sat up; teasingly giving him one last look at her breasts, then slowly put the gown on. He rubbed her breasts lightly before, and then handed her underwear to her. She smiled and slipped them on; they are pink lace and a bit childish. They heard movement from the bedroom.

"Sorry," she blushed as she looked at them.

"I like these," he smiled.

"They're for BABIES." she groans.

"So I'll buy you some real ones," he winked at her. He leaned to kiss her forehead, bopping her with his necklace.

"That's sweet, honey, but you don't have to spend your money on me."

"Will you let me share your pizza once in a while?" he asked her. She stretches out on her side before him, smiling up at him. She took some sauce on her finger and lifts it to his lips. He sees how pretty her necklace is compared to his. His is a simple Star of David, in silver. She looked at it a moment and compared it to his, seeing as her is inscribed in a circle, with gold inlays.

"Do you go to synagogue around her? I don't recall seeing you."

"Um, I'm from Queens," he said. "We go to a congregation out there."

"Oh, no wonder."

"Hope that's not a problem. My dad sells furniture. He works in a furniture store."

"No....it's not a problem." she raises up to kiss his lips. Her father is wealthy.

"What does your dad do?"

"Oh...it doesn't matter." she watches him with dark eyes.

"No it doesn't," he smiled. "I mean we're BOTH Jewish, right? And that's what matters."

She leaned over to kiss him again. He kissed her back, and she fingered his hair, "My father would faint dead away, but I love your long hair."

He smiled, "Well my mom would LOVE you. She's bugging me to find a nice Jewish girl."

"Stan..." she said, cuddling up next to him.

"Yes honey?"

"Are you going to stay here tonight.... With me?"

"Yes I am," he said, laying down and zipping up the bag a bit. She cuddled next to him, her head on his chest.

"Does this mean I'm your girlfriend?" she asked, after a moment.

"If you want,'" he smiled. "I hope your parents like me."

"Or am I putting you on the spot?" she asked.

"I want you to be my girl."

She grinned, "I'd like that. Really and truly."

"But we HAVE to ask our parents."

"If my parents found out we slept together...." she starts.

"They don't have to," he said slowly. "I'll keep it secret."

"Good girls don't do this," she said sadly.

"Now WAIT a minute!"

"I used to be good...now I'm not," she said quietly.

"Bullcrap. Who CARES about that? I love you," he said, voice choking with emotion. "And if RAY and GENE can be together, why can't we?"

"And I loved doing that with you," she sighed.

"Does this mean you don't want to be with me?" he asked, choking up.

"Huh?" she said, pulling back. "Whatever gave you THAT idea?"

"I hope... I don’t get you into trouble... I want to be with you, Marcia."

She waited a moment, then said, "I don't care. If they don't like you, well, then...screw it, right?"

"Right. My parents will LOVE you. My mom and dad both."

"I hope so," she smiled. "And what if that GIRL comes back to you?"

"I'll sic Ray on her," he laughed. "She won't. She doesn't want me. Besides she's in jail for pot."

She leaned down to softly kiss his chest. Ray slowly walked downstairs to the kitchen, seeing it suddenly dark downstairs. She grabbed some pizza on a plate to take to the room for Gene and her, and on her way back heard Marcia whispering, "Can I ask something silly, love?"

"What?" he asked.

"When did you get so hairy? I've never SEEN anyone with so much hair."

"OH god," he moaned. Marcia spotted her and sank into the sleeping bag. Ray pretended not to notice Marcia breathing on his belly, trying to remain low and out of sight. She rushed upstairs to the bedroom discretely.