"My shorts don't fit anymore...You're really cute..." Ness mumbled. "Oh...um...T-thanks, Ness." said Paula, shyly looking away. "Um, if they don't fit, why don't you, um...t-take them off?" Ness just nodded nervously, unzipped his shorts and let them drop, revealing a prominent bulge in his underpants. When Paula saw this, her panties started to get damp for some strange reason. "N-N-Ness? Is that your...p-p-p..." she couldn't bring herself to say it.

"Y-yeah...It got hard when I saw you in your underwear." "Oh..I-I did that?"

Paula then blinked in realization. "Oh, I think I'm supposed to take my bra off next. You'd better not laugh!" Ness nervously glanced at her slightly-developed chest. "I'd never laugh at you, Paula. You know that." With that, Paula gathered her nerve, undid the clasp, and let her bra slide off.

"They're nothing like Venus', but they're what I have." Ness was mesmerized by the sight of her small, developing breasts. "I think they're wonderful, Paula."

"Thanks, Ness." said Paula, blushing and smiling shyly. "Um...d-do you want to...t-touch them?" Ness only nodded dumbly, temporarily forgetting how to speak. Paula sat down on the bed next to Ness and let his hands wander along her chest.

Ness liked the feel of Paula's breasts, and how soft they felt. His thumb grazed one of her nipples, and she gasped out loud, causing Ness to draw his hand back quickly. "I'm sorry, Paula! I'm sorry! Did I hurt you?" "N-no, Ness...They're just sensitive." Ness breathed a sigh of relief. He'd use PSI Rockin Omega on himself before he'd hurt Paula. "But, um...it felt really good. C-could you touch my nipples again, Ness?" Ness leaned over and gave Paula a sweet kiss. "I'd do anything for you, Paula."

Ness placed his hands back on Paula's chest and began rubbing her nipples. To his surprise, they started getting hard! "Oh, Ness..." moaned Paula. "Don't stop!"

Paula just laid there, enjoying Ness' attention, moaning her approval.

"Hold on, Ness." said Paula. "What is it, Paula?" said Ness, ceasing his administrations. "My panties are soaked. I need to take them off."

Standing in front of Ness, Paula slowly and shyly slipped off her panties, leaving herself naked in his eyes.

"P-P-P-Paula's...v-v-v-vagina..." Ness whispered. Her vagina was soft-looking, smooth, and glistening. Ness could feel himself getting harder just looking at it. "It's so pretty...C-c-can I touch it?" asked Ness, barely trusting himself to speak. Paula nodded shyly, laid down on the bed and spread her legs.

Ness knelt curiously between her legs and felt her vagina. Her lips felt smooth, velvety-soft and slick, with a small tuft of golden hair just above them. He pulled her lips apart and found another pair of lips inside with a small, dark hole in the center and a strange little bump on top. Ness touched this bump and quickly drew back as Paula jerked with a little squeak. "S-sorry, Ness...That surprised me a little...It felt even better than my nipples, though..." Taking his cue, Ness touched her little bump again and rubbed it around, making Paula gasp, shudder and whimper in pleasure.

"N-N-Ness...Oh, Ness...I'm going to...to...Ahhh!" to Ness' surprise, a clear liquid shot out of her vagina. It didn't look like pee, so he wasn't sure what it was. "Paula...Are...you alright?"

"I...I..." gasped Paula, taking deep breaths. "I'm okay now, Ness...It felt incredible..."

Ness just sat there, looking uncomfortable. "Ness? Are you okay?" Ness just looked up at Paula, blushing. "I'm so hard now, it hurts..."

Paula blushed even deeper at this revelation. "Y-you can take them off, Ness...I...I want to see it." Ness blinked, his face getting more and more red. Then he got up on his knees and pulled his underpants down, letting his young penis spring free.

"This...this is a boy's penis?" said Paula, in wonder. She had seen a penis before, after changing diapers during one of her babysitting jobs, but she didn't know that they got this big. "Um...Can I feel it, Ness?" Ness felt like you could fry an egg on his face. "Y-yeah..."

Paula got up and took Ness' penis in her hands. It felt strange; soft and hard as steel at the same time. She noticed a drop of clear fluid leaking out the tip. "Does...D-does this go...inside me?" As she said that, the drop got larger.

"Ness...please put it inside me." Paula leaned back, opening her vagina. Ness slowly put the tip at the entrance, not quite sure what to do next. "Go on, Ness...put your penis in my vagina." Ness felt around for the small hole, found it, and pushed his hips forward. Ness groaned as the head and part of the shaft entered her vagina. "Go on, Ness. I want to feel more of it. It feels really good." Ness nodded, pushed forward the rest of the way until his penis was engulfed. No sooner had he done this that Ness gasped and shuddered. Paula felt his penis throbbing and felt something warm squirting inside of her. "Oh...oh my...Ness..." She felt the love blossom in her chest and drew Ness closer to her in a tight hug. Ness stayed there, his penis twitching occasionally and squirting more of the warm liquid. If this was sex, it was wonderful.

"S-s-sorry, Paula. Your vagina felt so warm, I couldn't hold it in..." Paula only giggled and kissed Ness warmly. "Silly. There's nothing to be sorry about. I still love you." Ness hugged her tightly. "I love you too, Paula."

Suddenly, Ness' hips started moving back and forth on their own. "Oooooh, Ness..." Paula moaned. If doing this could make his penis squirt inside Paula again, he'd do it. Soon, Paula's hips began to match the rhythm of his own.

"Ness! Oh, yes! I love you, Ness!" Paula's legs wrapped around Ness' hips, drawing him closer. "Paula...oh, Paula! I love you so much!" Ness moved his hips faster.

Paula began to felt the familiar tingling in her vagina. "Ness...I-I'm so close..." "M-Me too, Paula..." Just before they reached their climax, they shouted each other's names together as Paula's vagina spasmed and clenched Ness' penis, and Ness felt Paula's juices coat his penis as it throbbed and squirted. Her vagina was so full, some of it leaked out.

"I love you, Ness." whispered Paula, exhaustion overcoming her. "I love you too, Paula..." replied Ness, as they fell asleep in each other's arms.