Julie climbed steadily up the hill.  She knew her face was red and she tried not to pant too loudly as Court gave her an encouraging look.

“Not too much further.”

She nodded, not trusting herself to speak without gasping, and continued on.  Court had taken her to the truck and grabbed a blanket from the back seat before leading her across the parking lot.  There was a short but steep hill looming out of the darkness in front of them, and they had climbed up through the sparse trees.

“Here we are.” 

They had crested the hill.  Julie gave a soft gasp of surprise.  Below them, the fair was spread out in a gorgeous display of shimmering lights and she collapsed with a sigh of relief on the blanket that Court laid on the soft grass.

“It’s so pretty,” she murmured.

Court dropped down beside her and leaned back on his elbows.  “Told you it was worth it.  Just wait until the fireworks start.”

She could see crowds of people starting to gather at the far end of the fairground and she gave him a curious look.  “How do you know about this place?”

He shrugged.  “When I was a kid, my parents took us to the fair every year.  My dad knew about this spot.  We would sit up here and watch the fireworks without being stuck in a big crowd of people.”

“I’m surprised no one else knows about it.”

“Some years there are other people around so it’s not a complete secret.  But it’s never as crowded or loud as it is down there.”

He glanced around.  “We got lucky tonight – it’s just you and me.”

“I’m glad.”  She blushed and thanked God he couldn’t read her thoughts.  She couldn’t stop thinking about that kiss on the Ferris wheel.  His lips had been warm and firm and he’d tasted so sweet.  Just the touch of his hand against her neck was enough to bring a strange but not entirely unwelcome warmth to her belly.

She blushed again and stared at her lap.  Her nipples were hardening against her bra and the center of her was throbbing in a way she’d never felt before.  She took a deep breath and closed her eyes.

“Are you okay, Julie?”  Court asked.

“Yes, why?”  She kept her eyes closed as he shifted closer.

“You’re blushing.”

“No, I’m not.”

“Yes, you are.”  He laughed and leaned against her before tracing the apple of her cheek with one rough finger.  “You’re practically glowing.”

She sighed.  “I hate how pale I am.  It’s awful.”

He shook his head immediately.  “I like your pale skin.  It turns the most beautiful shade of pink whenever I touch you.”

She swallowed thickly as he traced his finger down her throat and across the soft skin of her upper chest.  “I wonder how far down your blush goes.”

He traced the top edge of her dress and she moaned in response.  He eased her sweater off of her shoulders and tugged the strap of her dress and her bra down her arm before leaning forward and placing a warm, wet kiss on her shoulder.  She gasped and clutched at his arms as he trailed a path of kisses across her shoulder and up her neck.

Every spot his mouth touched was lit up by a deep, smoldering fire and she twitched against him as his mouth reached her ear.  He sucked on the lobe and she moaned again as he whispered, “Your skin is so soft, Julie.  I can’t resist touching you.”

His voice had deepened with something her mind didn’t understand but her body reacted instantly to it.  She could feel moisture gathering between her legs and her nipples were hard buttons against her bra.  She squeezed her thighs together and whimpered when he stroked her collarbone with the tips of his fingers. 

She didn’t object when he pulled her sweater off completely and pushed her onto her back.  He leaned over her and kissed her again, stroking her lips with his tongue.  She opened them and he pushed his tongue into her mouth.  She wrapped her arms around his broad shoulders and kissed him back.

She had kissed boys before, a few stolen kisses as a teenager here and there, but she had never been kissed like this.  He took control, coaxing and teasing her mouth with his lips and tongue until she was thrusting her hips against him mindlessly.

A loud boom shook the ground as he dipped his head and kissed her neck, and the sky lit up in an explosion of blue light.

“Court,” she moaned, “the fireworks have started.”

“Right,” he whispered.  He didn’t lift his head, and she stared sightlessly at the lights exploding across the sky as he licked and sucked her soft skin.

When his warm hand cupped her breast she cried out and arched her back.  His thumb searched for her nipple, finding the hard pebble easily against the fabric of her dress, and he rubbed it firmly.

“Ohhhh…”  she sighed as he kneaded and rubbed first one breast and then the other.

He kissed her again, his tongue thrusting into her mouth as he pushed his thigh between hers.  She spread her legs willingly, squeezing them around his hard leg.  When he rubbed his thigh against her hot core, she moaned and thrust her pelvis at him. 

He groaned against her mouth and his hand tightened around her breast.  Hesitantly she reached down and slid her hands under his t-shirt.  His skin was hot and he made another loud groan when she traced her fingers across his rock-hard abs. 

She wanted to see his chest, wanted to see the warm flesh she was tracing, and she pulled timidly at the hem of his shirt.  Despite the cool air, he immediately pulled off his shirt and tossed it to the side.  She stared at his chest and slowly traced her fingers through the dark hair.

He inhaled sharply and she squeaked in surprise when he pulled her into a sitting position.  He pulled down the zipper on her dress and reached for the clasp of her bra as her fingers pressed tightly into his chest.

“Court, I - ”

“I need to see them, Julie,” he murmured.  “I need to see your breasts.  Please, darlin’.” 

She bit at her lip and then gave a quick, short nod.  She was feeling shy and uncertain but this was what she had hired Court for.  He undid the clasp with a practiced flick and pulled her bra straps and dress straps down off of her arms.  She reached to clutch the bodice of her dress to her chest but his hands beat her to it and with a quick tug he pulled the material to her waist.  She automatically crossed her arms over her naked breasts, embarrassment flooding through her, and he took her arms and tugged them down.

“No, darlin’.  I want to see you.”

She closed her eyes, afraid to see the look on his face, and after a moment he touched her face.  “Open your eyes, Julie.”

Her eyelids fluttered open and she stared mutely at him. 

“You’re so beautiful.  Do you hear me?”  He caressed her cheek with his fingers. 

“I’m not,” she whispered.

“You are,” he insisted.  His gaze dropped to her naked breasts.  They were ripe and full with pale pink nipples that were hard and begging for his mouth.  He groaned and abruptly pushed her onto her back.

“Court, what – oh my God!”  She cried out with pleasure when his hot, wet mouth closed around her nipple.

“Oh!”  She cried again as he sucked on her nipple before tracing the tip with his tongue.  Her hands clung to the blanket beneath her for a moment before she reached up and threaded her fingers into his thick hair.  She clutched at his head as he laved at her nipple.  Small breathless cries escaped from her mouth as she twisted beneath him.

He slid his hand up under her dress and trailed his fingers along her thigh.  His fingers touched the waistband of her panties and then his hand was slipping under them and cupping her warm pussy.

She gave him a wide-eyed look of desire mixed with uncertainty, and he stroked the soft hair at the apex of her thighs before sliding his finger between the lips of her pussy.  Her clit was swollen and hard and he rubbed it gently, watching her face.

“Such a wet little pussy,” he whispered.  “I love how wet you are, Julie.”

“Oh my God,” she moaned and arched her hips against Court’s hand.  He dropped his mouth to hers and she kissed him frantically as his fingers stroked and caressed her throbbing clit.

She panted and moaned, her hips rising and falling with the touch of his fingers.  The muscles in her pelvis were tightening to a fevered pitch, and she gave him another of those wide-eyed looks as he smiled down at her.

“Court, it feels – I mean, I don’t know what’s happening.  Please!”  She cried.

He rubbed harder, his fingers dancing over her clit until she thought she would go mad.  Sparks of pure pleasure were running up and down her legs, and she moved them restlessly as her hands clutched at his hard biceps.

“Relax and let it happen, darlin’,” he murmured into her ear.

She didn’t reply.  She was beyond speech, beyond the ability to even think clearly, and she moaned and writhed and bucked beneath him as he dipped his head and sucked on one tight nipple.  She stiffened beneath him, her pelvis lifting off the blanket as she gave a loud cry of pleasure and came all over his hand. 

She collapsed against the blanket, panting heavily and staring at the fireworks flashing across the sky as Court kissed her on the mouth.

“You okay, darlin’?”  He asked.

She nodded, still panting loudly, and gave him an odd look of embarrassment.

“I’m sorry,” she whispered.

“Sorry?”  He frowned at her.  “For what?”

“I – I don’t know,” she murmured.  “For being so um -”

She didn’t know what to say, she was already feeling embarrassed about her lack of control, of her absolutely wanton behaviour with him, but she didn’t know how to express it.

“For being so loud,” she finished lamely.

He grinned and kissed the tip of her nose.  “I like loud.  It lets me know I’m doing something right.”

She blushed and watched as he grimaced and tugged at the front of his jeans.  Another wave of embarrassment went through her.  She was so focused on what he was doing to her that she hadn’t even thought of his need.

Feeling unsure about what she was supposed to do, she reached down and placed her hand on the bulge she could see at the front of his jeans.  His breath hissed out between his teeth and giving him a nervous smile, she rubbed it firmly.

He groaned and arched his body into her hand as his eyes closed and his hand came up to cup her breast.  She was surprised to feel a new pulse of pleasure grow in her belly at the feel of his erection and the obvious need on his face.

She continued to rub, feeling nervous but determined to make him feel as good as he had made her.  He groaned, louder this time, and pinched her swollen nipple.  She gasped and reached for his belt.

“Jesus, Julie,” he muttered and jerked against her.  “You have no idea what you do to me.”

“I’m sorry,” she whispered, her hand stilling on his belt buckle.

“You have nothing to be sorry about but we should probably get going,” he replied.

He sat up and pulled on his t-shirt before helping her into her bra and dress.  Her face bright red, she stared at the ground as he tugged her to her feet and neatly folded the blankets.  The air was cold and away from his warm body, she was beginning to shake.

Court tucked the blanket under his arm and held out his hand to Julie.  “Ready?”

She nodded and he frowned at the look on her face.  “Julie?  What’s wrong?”

“Nothing’s wrong,” she said.

He pulled her into his embrace and stroked her hair.  “Yes, there is.  Tell me.”

She stared at his chest.  “I thought we were going to – I mean, you didn’t even…”

She trailed off and stared miserably up at him.  “Did I do something wrong when I was – was touching you?”

He kissed her on the mouth.  “No, not at all.  But it’s getting colder and we’re out in the open.  I don’t want your first time to be outdoors on a blanket with the possibility of someone stumbling upon us.”

“Are you sure it wasn’t something I did?”

“Positive.”  He kissed her again.  “I liked everything you did to me, Julie.”

She smiled and he took her hand.  “Come on, let’s get you home before you freeze to death.”