Cindy bit her lower lip, feeling her cheeks flame pink with embarrassment. She thought she'd been more careful than that. Was she that obvious?

"I'm not… fast, like some girls," Cindy said hesitantly, reaching back and frying to push his hands away from her ass.

"I didn't say that. But since we're here in the school basement and all, well…"

Cindy shuddered. He was making a proposition, a suggestion they go all the way. She could tell. Cindy had thought about doing that a lot lately, and just the thought made her breath quicken. But here? In the basement? The steam pipes and the gurgling boilers made her wince at the thought of having her first fuck here of all places.

"C'mon. Jack's cot is around here someplace. He sleeps here at night sometimes. Probably thinks about the gym class for girls upstairs."

Cindy frowned again. Jack, that ugly janitor who made all girls shudder. Ever since he'd come to work at Wilson High two months ago, he'd been leering at them all.

"No, Billy… uhhhhh!"

He was kissing her again, tonguing her neck, then licking the tops of her tits as he started unbuttoning her white frilly blouse.

Again she protested, but she felt a warm trickle running down her inner thighs.

Billy was kissing her hair, hunching against her crotch. He was making fucking movements against her. She could feel something very hard and hot brushing up against her. And now his hands were molding her tits, kneading them in a way he'd never dared do before.

That morning she had gone bra-less, feeling particularly sexy with her nipples gently brushing against the soft cotton of her blouse. Thank goodness her mother hadn't noticed.

Now she pulled back, watching Billy's face as he looked at her jutting, pendulous tits. Her nipples were stiff and hard, long pink nubs that begged for a touch, a tongue.