Summer was just beginning and Cory Mathews was looking forward to spending time with his girlfriend Topanga. They had been dating for several years, but she would not allow him to go very far. He had only touched her breasts a couple times. But he never actually saw them, because he had only reached under her shirt to touch them. He just woke up and had a hardon just thinking about Topanga. He knew that he loved her, but he was 18 years old and felt it was time for them to go further. He couldn't believe that Shawn had slept with over a dozen girls, while he couldn't even get his girlfriend to give him a hand job. Instead he was forced to resort to mastur- bating constantly. He felt that everyone was having sex except him. His brother Eric had been having sex since he was 15.

Cory remembered that night well. He was 13 at the time. Their parents had gone out for the evening, leaving Eric and Cory alone. Then Eric told Cory that he had a girlcoming over, so Cory had to leave. Two hours later Cory returned home. He heard moaning coming from the bedroom upstairs. Suddenly it downed on him that his brother was having sex. This excited Cory, so he quietly crept up the stairs. The door was left slightly open, so he peaked in and saw this beautiful girl riding on Eric's cock. Cory couldn't take it any longer, so he went into the bathroom and jacked off. That was the first and only time he saw a girl naked.

Now here he was 5 years later and he still was a virgin. It got so bad that he even thought about going into the city and getting a hooker. The only thing that kept him going, was knowing that Topanga would be his first and he would be hers. Even Eric's first time was not with a virgin. In fact Eric told him that he had never been with a virgin. This made Cory feel a little better, since he would be the first to break Topanga's cherry.

Cory decided to get dressed and call Shawn up. But when Shawn picked up the phone he heard something in the background, there was a girl at Shawn's house. Shawn told Cory he was busy and that they could do something another day. It suddenly dawned on Cory that Shawn was about to have sex. This depressed Cory, yet at the same time it excited him. He thought back to the first time Shawn had told him, he had had sex. They were both 14. Shawn had met this girl at the mall who was 17. Shawn had told her he was 16. She believed him and went to a movie with him that night. Following the movie, she drove him back to her house. According to Shawn, he came 3 times in an hour that night. Cory was shocked, since he could usually only get himself hard once an hour at most. He just figured that Shawn was just lucky. Shawn seemed to have everything, good looks, a better body then him, girls crawling all over him. And what did Cory have, nothing, well nothing except for his virginity. Geez, he was an 18 yr. old virgin loser. How pathetic can you be. Your own high school girlfriend for 3 years, won't even give you a hand job. Cory was fed up, he made a decision, Topanga and him were going to have sex, soon, maybe even tonight. He was tired of her saying no.

That night Cory and Topanga went out to a movie. After the movie, he drove to the make out spot. He then told her "I love you, Topanga" whispering in her lovely ear as he worked his hand up under the hem of her white turtleneck and loosened her blue, plaid skirt. Cory was desperately trying to score something off his gorgeous, but goody- two-shoes girlfriend. Kissing her neck, Cory trailed his tongue down the beautiful teen's soft neck and nuzzled her throat while she squirmed.

"Yes, Cory," she gently pulled his hands closer as they made a play for her ripe, tempting tits. "You know we can't do it here in car where anyone could see"

"I know..." Cory sighed, pulling away immediately. "I'm sorry. I just got carried away."

Topanga fixed Cory in her gaze and managed a smile. "You little twerp," she thought to herself. Is that it? You aren't even going to try? Sometimes, Cory Matthews, I don't know why I even bother. Look at me. I'm gorgeous. I'm practically the wet dream of every guy in this school, and I'm yours, but look at you. You're not even man enough to even try and get into my pants. I'm supposed to say 'no.' I have to say 'no.' That's the game, you idiot, and you're such a twerp you don't even know. Couldn't you feel me squirming up against you, rubbing the back of my hand down there. You're supposed to hold my hand down there and make me hold it, squeeze it. You're supposed to take charge and pursue me, seduce me, not roll over and play dead the minute I pretend to say 'no.' What am I doing with you? Why can't I just dump you and find a real man, someone who knows the score, someone who'll make me feel sexy, someone who'll treat me like a woman instead of a high school sweetheart...

"What are you thinking about?" Cory asked.

"Oh, nothing, just thinking about us"

"Really..." Cory looked disturbed for a moment, but then the look passed from his face.

"Topanga do you think we are ready?"

"Ready for what", she said, hoping he was referring to sex, here she was a beautiful 18 yr. old virgin.

"Well I was wondering whether or not, you thought we could possibly go a little farther, physically I mean."

Thank god!, she thought to herself. "Well, I think we might be ready, but not here."

"How about tomorrow, after a romantic dinner in a nice bedroom."

"That sounds great!"

After he dropped Topanga off at her house, he was trying to figure out where he could take Topanga, since his parents would be at his house. Then it hit him, Shawn's place, is the perfect make-out center. Shawn is always doing it with girls there. Now all he had to do was call up Shawn and make sure it was ok with him. After speaking to Shawn and getting the ok, Cory called Topanga with the plans. Everything would be perfect. He then told Topanga the only problem was that Shawn would still be sleeping in the apartment, but in the other bedroom. Topanga was ok with that.