Hoping for some advice here, because this confused the hell out of me. Met the girlfriend at the beginning of summer. She was very reserved and is very conservative in the way she dresses and acts. ( dissapointing at times, as she is very beautiful. 115lb, 32c's, and a pretty decent ass. ) She really has nothing to be afraid of. Anyways, we started off with the basics; making out, neck, chest, feeling around. A few weeks ago we moved my stuff down to school as our internship was ending, and in the morning we started getting into it and I moved down below her shorts she had on over the panties, and began to slow caress and feel her. She reacted quite well and began to breathe deep and let out little small moans. So I figured I'd keep going, and began to move her panties aside when she immediately grabbed my arm. ( I let it go, and just kept rubbing from outside the panties ) She soaked her panties, and I went as long as she seemed into it. So it moved forward the next week to her feeling me and feeling all around my junk. I finally moved her hand over to it, and she continued with a surprised look on her face. After a little bit, I went back down through her pants to try again. Same situation and after she seemed to reach the max she would ( I wouldn't quite say climax, but she peaked then started to slowly breathe. ) She apologized and said she got carried away after we were done. I told her it there was nothing wrong with that. So it comes down to the other night. I begin again and she seems more into it. So of course I'm excited. She begins to thrust upward as I pick up the pace. She continued to moan and breathe deeply, so I began to move down, kissing her breasts, then her stomach, and lower. I moved her pants down and began on top of the panties to kiss, lick, and move around her inner thighs. I finally move in to see how far this will go, and began to lick on and all around her panties just around her lips. (only to discover, not even trimmed... ) Anyways, this goes on for a bit and finally she doesn't seem that into it anymore. She stops responding, so I stop and move her pants back up. She stays quiet and finally curls up into a ball and begins to cry. So...... Feel free to give input. All I can guess is that she believes she did something wrong and she let herself go to far. I stuck with her that night and apologized for pushing so far if she wasn't ready. ( nothing else I could do ) after about an hour, she calmed down and said it was ok, and she just wanted to go to bed. So we watched a tv show and went to sleep. She was ok in the morning and hasn't mentioned it since. We've both gone back to school and I won't see her for another week or so. Any input or suggestions? She's very shy and I'm afraid to push it. I'd like to be able to pleasure her if we can't have sex ( she's dead set against that, I know until marriage ), and maybe get her to open a little in return on me. She has improved quite a bit as she is willing to kiss all around, and is much more comfortable than when we started. Obviously, if she isn't ready, she isn't ready, but how do you take someone who is so shy and cautious about all of this to do the following. Open up Enjoy it Shave..... Enjoy it more! :tongue: Thanks for any input guys / girls. Sorry for such a long post. I had to get this off my chest, because this just doesn't seem like a situation you'd run into a lot. Thanks again.