This story is based upon real life experiences, but places, names, and some parts have been changed to protect the guilty.

“I hate this class,” Mindy huffed, as she plopped her books on the table in front of me.

It was late at night. Actually, it was somewhere around 2:00 AM. No one else was in the student center and that’s that way it should have been. It had been closed for nearly two hours.

I had been working as a security guard for the college Mindy & I attended, near a large city in the midwest. After my first rounds, just after midnight, she met me at the guard shack. We had set up a time to study in the center as an effort to make sure I didn’t fall asleep while on duty.

“I know,” I replied. “It’s one of hardest at this place, and he’s got to be one of the strictest professors around. His reading load alone could drive a guy insane.”

“I can’t believe how many pages he expects us to read. Unbeleivable!” She was nearly in tears.

“Hey, take it easy. It’ll be okay.” To console her, I slid over next to her on the couch and put my arm around her shoulders.

Mindy and I had met through my roommate and hers. She had recently come off a very heart-breaking dissolution of a relationship. I happened to be there for her as she was rebounding.

Mindy is a beautiful girl. Nineteen years old, slightly Reubenesque – full hips, a wonderful round tummy (but not flabby – no flab on this girl), large, grapefruit-size breasts. Her alabaster skin was lusciously smooth. Thick, dark-chocolate hair, usually kept short, and was a delight to touch and caress topped her ovaline face. If Mindy had a flaw, it was her small mouth. She would often compensate by using some bold colored lipstick to cause its appearance to increase.

It was early February, the student center was now quite cool, so she still had on her winter parka for warmth. Mindy laid her head upon my shoulder and pouted.

“I don’t wanna study. He’s made me so mad I could spit.”

“Yeah, I know, but if we don’t get at this reading project, we’ll be so far behind we might as well drop the class. Then you and I both will be short on credits.”

Mindy looked up at me, stuck out her lower lip to exaggerate her pouty attitude and said, “Now you’re starting to sound like my mom.”

“I’m just saying...” My voice trialed off as I finally saw the twinkle in her eyes. I should have known that she was yankin’ my chain, but I really had come to care for Mindy a great deal. I just wanted the best for her. Now I knew she was teasing me.

We cracked open the books we both had with us and pretended to read a bit. After about ten minutes, she leaned up and kissed me on the cheek. “Thanks for caring,” she said, her voice slipping into its huskier tones. “It’s one of the things about you that turn me on.”

“Really? There are more endearing qualities about me that have the same effect?”

“Oh yes, Absolutely.” Mindy sat back a bit and a smile started to appear, even though I think she was attempting to feign seriousness.

I pressed home my case. “Then, perhaps, if you don’t mind me asking, you wouldn’t mind telling me a few.”

She closed her book and set it on the floor. She then turned, crossed her legs underneath her, grabbed both ankles and started in. “Well, first, there’s your lips; remember, that’s what started this whole thing in the first place. (I direct you, the reader, to another story I wrote earlier, called “The Kissing Challenge.” It tells how Mindy & I first got together and who won the contest.) Then, I’ll add your hands; large and strong, yet you can make them so tender and gentle. I’ll follow that with your hair. I just wish you’d grow it out even longer (it didn’t quite touch my shoulders at that time).”

I baited her just a tad. “Well, so far you’ve covered only physical features.”

The twinkle in her eye turned brighter. “Oh, sorry, yes; you have a wonderful personality.”

“Personality? What the heck does that mean?”

She rolled back on her butt, laughing, still gripping her ankles like she was rocking back and forth. “Ha! Gotcha! I know; ‘personality’ says nothing, tells you nothing. It’s just something someone says when they can’t think of anything they like about a person.” She paused. “And that’s not true about you.”

I blushed just a bit. I do that quite a bit, but maybe a little less since Mindy came along. Raised in the rural regions of the midwest, I was very shy, quite conservative and especially bashful around women and girls. Mindy was doing her best, as one raised in the “big city” to break me of that.

“No, it’s not true of you at all. You’re so kind to me. No one has ever treated me as gently as you have. You’re considerate, constantly asking me how I’m doing, how I feel, what’s going on inside me. I love that about you.”

“Well, it’s genuine, you know,” I quickly offered, interrupting her flow in order to stop the torrent of what, to me, were embarrassing compliments.

“That’s easy to tell. I think people can read you so well because you’re so real all the time. I don’t think you’d know how to ‘fake it’ with somebody.” Her eyes averted down at this moment. “And I really, really liked the other night.”

Heat rushed over my face at the mention of the first night we’d actually been together, just the two of us. While my roommate and his girlfriend got into one of their spats, we took off and ended up steaming up the windows of my car at the far end of campus. Mindy and I had playfully challenged each other to a kissing contest, which she won. But my mouth wasn’t the only thing she kissed that night, so I think I may have “come off” the winner there!

“It was really great. You’re a wonderful kisser.” I looked up into her eyes for a moment.

She had lust written all over her face by this time. “Yeah, the kissing was great, but that’s not what I meant.”

“Oh,” was all I could conjure up to say at the moment. Heat wasn’t the only thing rising at that moment. Then I saw the clock on the wall behind her. “Shit, I’ve got to go on rounds real quick. Do you want to wait here? Or do you want to brave the elements and walk with me?”

Without hesitation, she threw the hood of her parka over her head, grabbed her books and said, “Let’s go; we don’t want you getting in trouble.”

The college library was always the last stop on my rounds. It meant going inside, checking all the exit doors and safety alarms, and getting in out of the cold for a few minutes. As usual, there were only a few night lights left on and when Mindy and I walked down one of the rows of books, the dark was heavy.

“It must get kinda creepy, going into all these buildings this late at night,” she observed.

“Sometimes,” I responded, “but nothing ever happens here, so it’s not a big deal.”

“What do you mean by nothing?”

“Just that. It’s really a pretty boring job,” I said.

With that, she reached out, caught the sleeve of my jacket and stopped me in my tracks. She pulled me in, reached up and kissed me. Kissed me hard and long. Pulling back slowly, she looked up in my eyes and said breathily, “So nothing exciting ever happens in here, eh? Maybe we should change that.”

I stood over her, thought for a minute and said, “You know, this is my last check point and I don’t have to go on rounds for another two hours.”

“Two hours? That sounds about right.” And she moved in close and kissed me with such a longing passion I about melted right there. Frosty the snowman would never have survived with Mindy.

I shed my security paraphernalia, stripped off my winter jacket and laid it on the floor. We lowered ourselves onto the makeshift blanket. I was on my knees, bending over, kissing her as she sat with her legs curled up beneath her. I had her head between my large, farm-kid sized hands, kissing her hard. Our breath was coming in short gasps in between the kisses.

She sat up a bit and began to unbutton my shirt. “Uh, Mindy, what are you doing? We’re right here in the library.”

“Yeah, I know. Isn’t it exciting? Here we are in this place full of knowledge and I couldn’t help but think of anything else but ‘knowing’ you.” The desire in her voice practically dripped onto the floor. The emphasis she had placed upon the word “knowing” left little doubt what she was thinking about.

“I suppose so,” was my midwest bashful response. “But I want you to know, I’ve never done anything like this before.” By now, my shirt was off and she was reaching for my belt and fasteners to my jeans. She hesitated.

“Never. You’ve never gone all the way with anyone at all?” she asked.

“Never, not once. The other night with you was as far as I’ve ever gotten with a girl.” I could barely talk.

“Then you’re in for a treat. You’ll actually learn something in this library.” With that, she unbuckled my belt, unfastened my jeans, lowered the zipper and began pulling them down. When they got to my knees, I slide around, yanked off my boots and slid the pants the rest of the way off. I sat there in just my boxers.

“Stand up,” Mindy asked. I stood in front of her, my breath really heavy at this point. Here I was, the college security guard, standing in just my underwear in the library. Mindy rose up on her knees. She was still in her clothes and parka. Crawling close to me, she put her hood up over her head and approached my groin.

Her hands reached out to touch me. “Whoa, your hands are cold!”

“Don’t worry, they’ll get warmed up in just a bit.” With that, her cold fingers reached around me, grabbed a cheek in each hand and pulled me into her. Her face nuzzled into my cloth-covered groin. She inhaled deeply.

“I love your scent, Devin. It’s real heady.” Fingers slid into the waistband and began to pull downward. The elastic got hung up on a protusion to the front. Mindy pulled more slowly now and as my cock began to appear, she breathed in deep. When it finally popped free of its confines, she was ready.

Mindy always loved to surprise me and she didn’t disappoint this time either. Taking me all the way into her mouth in one gulp, I grabbed the back of her hood-covered head and held on. “My god, Mindy, when you do that I feel so great!” She said nothing, but began to roll her tongue on the underside of my shaft. I grew even more.

She pulled off to just the head, flicked it with her tongue a few times and impaled herself again. This continued in a steady rhythm, while she held onto my butt with each hand. “You were right; your hands are getting warmer,” I said, looking down on just the top of the parka.

Mindy stopped for a minute, slid her mouth off my cock and peeked up from under her hood. She had such a wicked little smile as she replied, “I told you they would. And now the rest of me’s too hot in here and I don’t know what I’m going to do about it.”

With that not-so-subtle invitation, I sank down to my knees, threw back her hood and kissed her hard. My hands found the zipper to her coat and undid it, sliding it over her shoulders and onto the floor. I stopped for a minute, spread it out next to my jacket and made our “bed” for the evening. Then, while my hands raced all around her body, touching, caressing, lightly brushing the fine skin of her face, she unbuttoned her top. With each button undone, the cleavage between her breasts became more visible. I had held those stunning mounds but had not seen them that first night. Now, as I gazed at her from above, I saw what was near perfection. I guessed them to be about 38s and a large cup. Her silky bra pressed them up and together so the valley between each one was deep and tight.

My hands cupped her through the material, rotating, rising, placing my thumbs into that wonderful cleavage. I laid her back to the floor, as she slid the straps over her shoulders and arms. This allowed me to finally see the objects of my desire. As each breast ( I have to call them breasts; they were just too lovely to be referred to as boobs) came out of its cup, I saw the tiniest little nipples. Mindy barely had any aerola around each nipple. What was there was such a delicately light pink as to almost be invisible. Each breast ended in a dainty protrusion.

“Mindy, they’re beautiful,” I breathed out.

“Do you really think so? I’ve often thought they were too big.” She really meant it.

“No, they’re perfect.” I lowered myself to the floor and lay next to her. With one hand on her right breast, my mouth found the left. I ran my tongue over it, circling and finally landed with her little bud in my mouth. As I sucked at it, her chest heaved a bit, making it even easier for me to pull on her tit with my lips.

During these ministrations to her mammaries, her hand caressed me through my boxer shorts, which had slid back up over me. It didn’t take long for her wandering fingers to find the opening to the shorts, reach in and take my longing cock out. My left hand began to lightly touch her stomach. Mindy’s tummy is as exquisite as the rest of her: soft, lush, just rounded enough. Her navel was oval in shape. My fingers found the top of her jeans and she inhaled at just the right time. Slipping inside the waist of her pants, my hand went lower. I cupped her mound, gripping her pussy through her panties. The heat was intense.

“You know, if your hands ever get cold again, you can just slip them into your pants, right here (I pushed on her lips with my fingers for emphasis) and they’ll never be cold again.”

She giggled slightly and said, “That might work, but it’d look awful silly, walking down the campus sidewalks with my hands in my pants.”