This fic is rating NC-17 because it contains sexual stuff. So, if you don't like this kind of fics, please don't read it.

And you who are going to read this, please give me some feedback.

This is my first smutfic ever! Enjoy!

...

"No, no, no, please don't.." Megamind woke up someone was wailing beside him.

He saw Roxanne was squirming underneath her blanket, it seemed she was dreaming. He wrapped his arms around her and spoke soothingly in her ear. "It's me Roxanne."

That made her squirming more like she was trying to struggle against something. It was obvious she had a nightmare.

"Roxanne, honey. Wake up." He said shaking her gently. 'It must be a very bad dream.'

"Please don't. Don't do that! Please.." She was sobbing and then she woke up, panting and observing her surroundings. Finally she realized she was at home, in her bed, her lovely blue boyfriend beside her.

She turned around so she was facing him and buried her face into his neck and was sobbing again.

Megamind tightened his grip around her dragging her closer. He had never seen her like this before, usually she was so strong and independent woman. What was the dream which made her reacting like that?

"It was just a dream. Everything's fine. I'm here." He whispered reassuringly stroking her hair.

Finally Roxanne stopped crying and started to relax. She love the way how he was soothing her, pressing her against his warm body. His presence feeling so good. She love him so much.

"What happened in that dream?" He asked softly, still stroking her hair, his eyes closed.

"It was just.. Never mind." She sighed deeply.

Megamind kissed her forehead gently. "Roxanne. Remember when we promised there will be no secrets between us?"

He was right. They had made a deal they would not hide anything from each other. There had been so many secrets between them, especially the Bernard thing.

Roxanne sighed again. "Well.. It was my ex-boyfriend."

Megamind tensed immediately she said that. They had never talked about her ex-boyfriends. Telling the truth he didn't want to think about Roxanne had had boyfriends before him. He felt how the wave of jealousy swept over him and he was holding her more possessively.

"What about him?" He asked flatly.

"He... He was hurting me.." she whispered wrapping her arms around him.

"What.. What do you mean he was hurting you?" He asked cautiously feeling an anxiety while waiting for her answer.

"He.. Used me.. Take advantage of me.. So many times.. Sexually.." She whispered and was sobbing again.

Megamind hold her feeling such rage he had never before in his entire life. He imagined how he would find that bastard and beat his up, show he had hurt wrong woman, make him regret, revenge, make Roxanne feel safe. But then he remembered something.

"It was just a dream Roxanne." He said softly trying to make her feel better.

Roxanne turned her weepy gaze on him and shook her head slightly sad look on her face.

"No.." Megamind sighed and dragged her so close to him as was possible. The wave of pure rage was sweeping over him again.

"I said no.. I said I don't want to.. So many times.. He never listened.." She cried out and Megamind felt how the collar of his pajamas was getting wet.

"I will kill that bastard." He stated darkly and furrowed his brow.

"He's already dead. He died in a car accident a couple years ago." Roxanne sobbed.

Megamind placed his hand back to stroke her hair. It was the first time he was feeling sincerely happy by someone's death. That monster would never hurt her again. His Roxanne. He wouldn't let anything bad happen to her. He would never hurt her by himself. He loves her so much.

He kept on stroking her hair soothingly and holding her against him until she drifted off to sleep. He closed his eyes and breathed the scent of her hair and skin. She's so important to him. He won't let anything bad happen to her any ever again.

…

The next weeks were so awkward between them and Roxanne didn't know what to think.

After her dream and when she told about her ex-boyfriend Megamind had acted so oddly. It seemed he was thinking all the time how he was touching her and where was he allowed to touch. His touches were so hesitant, he never let his hands wander below her waist. They didn't make out like they did before the dream. He was avoiding to kiss her with the tongue. He even refused to stay overnight. Before they slept together almost every night, now it was once during two weeks and even then he just wanted to sleep. He wasn't holding her in his arms or whispering gently words in her ear. He slept on his own side, his face turned away from her.

Once again Roxanne asked would he like to stay the night with her and once again he refused, said he had work to do.

Roxanne watched how the door closed in front of her when he left and she felt how her eyes were filling with tears. She went to the bedroom and threw herself on the bed starting to cry hysterically.

Her boyfriend was avoiding her. He didn't like to touch her. Was it because of her past? Maybe he was thinking she was dirty and ruined, filthy and worthless? Roxanne was sure about it. Why would he want her when there was better available? He could find better, she know it. She felt she was nothing. She wasn't good enough for him, he deserves better.

Roxanne was sobbing against her pillow. 'Why is he still with me?" she was wondering. But she remembered that was Megamind's first relationship. Maybe he didn't know how to break up or maybe he was too polite to do it. That was Megamind after all. 'Maybe he's hinting he wants to break up and that's why he's avoiding to touch me and spend time with me?'

Roxanne's heart ached. She loves him so much but it seemed the feeling wasn't mutual. She wouldn't force him to date with her. Maybe she should leave him. Maybe he was waiting for she would do it.

Her phone peeped and she checked the message.

"Saturday: Dinner at 7pm? -MM"

She wrote the answer she agreed.

She let out a deep sigh. On Saturday she would break up with him.

…

Megamind was sitting in front of his workbench and thinking.

He had tried to be so careful with Roxanne after he found out what she had experienced. He didn't want his touches would make her feel uncomfortable or uneasy. He had even refused to stay nights with her because he was afraid his presence in her bed would make her fear he was planning to take advantage of her when she was asleep. The thought was hurting him but all he want was that Roxanne was feeling safe.

However he had noticed she was frustrated 'cause he wasn't touching her like he did before the terrible dream. He couldn't understand, he had tried to indicate he was respecting her, showing he would never hurt her like her ex did. He tried to show how much he loves her.

Of course it was hard for him too. How many times he would have like to let his hands wander and grasp her voluminous ass or her perfectly rounded breasts when they were kissing. How many times he would have like to suck her neck, mark her and let everyone know she was his. How many times he would have like to grind his pelvis against hers, show how she made him feel, how hard she could make him.

The thought made his cock twitch in his pants and he let out a frustrated sigh when he felt how the tight leather pants were squeezing him unpleasantly.

He couldn't remember how many nights he had spent touching himself, imagining it was Roxanne touching him. Licking and sucking him. Riding him. Those lonely nights were one reason he was able to keep his hands off her, not hurting her.

He was wondering what she was thinking about their situation. Was she happy? But why then she looked so unsatisfied? He remembered how sad she looked tonight when he refused once again stay the night with her. How she tried to plead he would stay. Was she.. Was she longing for his touches? Was she feeling like he was? Was she yearning him as badly as he was her? Was she also touching herself and imagining it was him?

The thought made Megamind blush. The whole sex thing was totally new for him. He had never done it before, he was still a virgin. He wasn't sure what to do. Of course he know the technique of the sex but everything else was a mystery for him.

He had tried to find information from the internet but it didn't help. Vice versa, now he was totally embarrassed. There was so many sides about how to please a woman, sides about different positions, directions how to use your mouth and fingers, how to protect yourself from STDs and pregnancy, sex toy web shops, porn sides..

He had clicked one link open and shut it immediately his face blushing deep shade of pink. How was somebody able to post something like that? Oh, he didn't understand humans.

But the feeling of inexperience because of the sex wasn't an only feeling he had. He had also felt fear during last days. What if she wasn't happy? What if she wants to break up because of that? The thought made his heart aching. He didn't want to lose her. She is so important to him. He loves her so much.

He was planning should he do it? Ask her would she like to?

He took a pen and started writing on a paper what he would need. Their first time should be romantic, he wants Roxanne is feeling loved, he wants she'll know they don't have to do anything she doesn't want. He wants to show how much he loves her.

He read the list through pondering was there everything he will need. Now he should pick a day. He checked the calendar and decided the Saturday would be fine. She doesn't have work then and also the Sunday would be day off.

He picked his phone and texted to her, asking would she like to have a dinner with him at 7pm on Saturday.

He drummed his fingers against the surface of the table, waiting for her answer. Finally his phone peeped and he checked the new message feeling there was butterflies in his stomach. She said yes. Oh god, if his plan would work right, he would lose his virginity on next Saturday.

…

Roxanne was standing in front of her apartment waiting he would come to pick her up on their date.

She was wearing a black, short and strapless A-line cocktail dress. She also had black high heels and black thin socks the suspender belt holding them up. The weather of November could be so chilly.

She was shivering in her wool trench coat waiting for him. All these days she was wondering how would she leave him? What would she say? When would she say it? It wasn't easy 'cause she love him so much. But she was sure he wants to break up. What else could it be? He had showed he doesn't like her anymore. These would be their last date ever she realized and felt tears were filling her eyes but no, she wouldn't cry, she wouldn't ruin her eye makeup.

Finally the car stopped before her and Megamind stepped outside coming to open the door for her.

"Hey sweetie, you look beautiful." He smiled and kissed her cheek.

She forced a smile on her lips and got in the car.

Megamind was talking about something during the drive but Roxanne didn't pay attention. She had lost in her own thoughts. Thinking that was maybe the last time she was sitting in this car, last dinner with him. There would be so many lasts during this night.

Finally they arrived to the restaurant and ordered. Roxanne was still in her own worlds, making a mentally note she shouldn't come here again. The place would always remind her of their last date, she tried to order something she wouldn't remember in the future. She tried to forget everything, she wouldn't like to remember anything about this evening. She just wants to forget.

She watched how he was cutting his steak and took a sip of her wine. She was thinking how she would leave him. 'What do you think about our relationship? I have think about.. It seems you are.. I was wondering..' She didn't even know how to start.

And again he was telling something. Why was he so talkative tonight? He was talkative only when he was nervous. 'Oh god, is he also thinking how to leave me?' Roxanne's heart was breaking down. What could be the other reason he was so nervous?

Now she was sure about it, they would break up tonight. Roxanne was holding tears, she wouldn't cry. Not yet. She would cry when she was back at home, when he had left her, when her heart was totally broken.

"Roxanne honey, are you OK?" Roxanne startled. He was looking at her hint of worry in his eyes.

"Yeah, yes, sure." She blurted out her cheeks glowing red.

"Are you sure? You've been very absent-minded tonight." He questioned not leaving his eyes from her.

"Yes, I just.. I have a stress.. Work stress.." She lied and felt a sting in her heart.

Megamind smiled and took her hand in his. "Hey. You should relax. Forget the work for a while. Everything will work out."

'Of course everything will work out, you're going to break up with me.' She thought bitterly.

"You're right honey. I'm sorry." She sighed and squeezed his hand. 'The last time I'm holding his hand *sigh*'

Finally the dinner come to an end and it was time to leave. They were sitting in his car again, Roxanne waiting the sentence which would separate them from each other.

"Roxanne, I was thinking.." he started.

'Now it comes' she thought sadly preparing to feel a mental punch.

"Would you like to come to Lair tonight?" he ended his sentence.

He wants she would come to his place. Why? Maybe he was going to leave her there. She could have refuse but she was too curious, she wanted to know what was coming. She knew she was playing with her heart but she agreed.

"Yeah, sure, why not." She said trying to sound nonchalant and so they left.

…

In the Lair Megamind led her in the living room.

"I'll come back soon." He said and disappeared somewhere.

Roxanne undressed her coat and was feeling nervous. She had been here before but she couldn't remember when was the last time. She didn't know what was coming, she felt rush of panic was sweeping over her. She needed fresh air. She needed to calm down.

She headed towards the balcony door and stepped outside. She was breathing the cold air, gathering her thoughts. The end is near she knows it. Her eyes were watering again and she closed her eyes, wrapping her arms around her.

Soon she felt how someone's arms also wrapped around her, pushing her closer.

"Here you are" He whispered in her ear. "Come inside honey, you're freezing."

Roxanne couldn't hold herself anymore. She turned around and threw herself in his arms, burying her face against his chest crying.

Megamind wrapped his arms around her firmly, holding her there.

"What's wrong honey?" He asked sounding worried. He really didn't know why she was acting like this.

"Do.. do you love me anymore?" She blurted still weeping.

Megamind was totally puzzled. 'Why was she asking something like that?'

"Roxanne honey, of course I love you." He confessed nuzzling her forehead. "I love you so much."

"Why.. Why don't you touch me then?" She asked sadly lifting her teary face looking at his eyes.

"Because I love you." He whispered looking at her sadly.

"Wh..What do you mean?" Roxanne was perplexed. She didn't know what he was meaning.

"I don't want to hurt you. I don't want to be like.." He wouldn't say it. He wouldn't compare him to this monster.

Roxanne felt how the realization hit her. He wasn't going to leave her. He was afraid his touches and presence were hurting her, reminding her from the past. Roxanne's heart was sinking. She had never met a man like his before. She had never met someone who was caring about her so much. He really loves her all by his heart.

"You're not like him." She said softly and brought her hand to stroke his cheek. "You'll never be like him."

"I don't want to hurt you." He whispered again.

Roxanne tilted her head and kissed him on the lips. He kissed back soft and lazily. Roxanne felt the butterflies were flying in her stomach. She didn't remember when was the last time he kissed her like this. She deepened the kiss and was relieved he didn't retreat.

Then he captured her bottom lip and was sucking. Roxanne moaned and felt a pleasant rush of heat down there. He was such a good kisser.

Megamind broke the kiss and smirked to her. Then abruptly he raised her up and carried her with a princess style towards the door of his bedroom.

He kicked the door open and Roxanne was amazed when she saw a room.

There was candles everywhere around the room, there was a new black satin sheets in his queen size bed and on the bedside table was a cooler bottle of champagne inside it and two wine glasses.

Roxanne looked at him baffled. "Wh..What is this?"

Megamind smiled to her. "I.. I want to make love with you tonight.. Just if you want it too.."

Roxanne's heart was beating rapidly. That's why he had been so nervous tonight. She leaned to kiss him again and Megamind walked to the bed and set her on it. He crawled next to her and so they were kissing again, sweet and slow.

Then Roxanne opened the buckle of his shoulder pad and he tensed. It was happening, he was going to lose his virginity tonight.

"Roxanne" he broke their kiss and looked at her in the eyes. "I've never done this before." he said quietly, his cheeks blushing and he turned his gaze away.

Roxanne placed her fingers on his chin and turned his gaze back to her. "I know" she whispered and kissed him again. "I'll take care of you." she said gently letting the shoulder pad drop on the floor with the cape and collar.

She was on top of him, French kissing, massaging his tongue with hers. Megamind was groaning softly. He liked the way how she was kissing him and felt how he started to get hard. Roxanne moved to kiss his neck and then abruptly she captured his earlobe between her lips and sucked.

Megamind let out a loud moan. His ears were so sensitive to touch. Roxanne grinned, it seemed he like that. She licked the shell of his ear and he moaned again shivering.

"You like this?" Roxanne purred teasing his ear.

"Yes, very much." he growled when she licked him again. Oh, he didn't know he would like it so much. She was so talented with her mouth. He felt how his pants were squeezing him, hic cock demanding to be free. It wasn't helping she was still toying with his ear, licking and nibbling, making him groan, making him getting even harder.

Roxanne smirked happily. It was so nice to tease him like this. She loved how he was moaning underneath her and she felt he was enjoying too 'cause there was a pleasant bulge in his pants pressing against her thigh.

Roxanne sucked his earlobe one last time and moved to take off his gloves. After they started to date he removed the spikes from his outfits or at least he wasn't wearing them so much. He didn't want she would hurt herself because of his suit besides it was easier to embrace her when he didn't have to think where to put his hands.

She dropped the gloves on the floor and proceed to open the buckles of his boots.

She stared at the bulge in his pants a hint of lust in her eyes while she was stripping the boots. Megamind noticed what she was watching at and blushed totally, looking at her carefully biting his lower lip.

Roxanne smiled and returned there where she was before, looking at him in the eyes.

"How are you doing?" She asked softly and pushed her hips gently against the bulge.

"Mmm.. I'm fine.." he gulped and felt how the precum started to moisten the head of his cock. He had never before been so hard.

Roxanne smirked. He was so adorable lying there and trying to control himself.

"Would you like to help me with that dress?" she purred seductively and turned around so she was sitting on the edge of the bed hinting him to open the zipper.

Megamind grabbed the zipper his hand shaking slightly and hesitantly and slowly he pulled it down exposing what was under the dress.

Roxanne stood up and the dress dropped on the floor. She turned around and Megamind was sure his pants would rip right now.

She was so beautiful, standing there in front of him only her lingerie and high heels on. She was wearing a black strapless lacy bra, little diamond decorations on them. They were emphasizing her rounded breasts pushing them up suitably. She had string matching with the bra and a black suspender belt, suspenders for holding up her stockings with a lacy border.

Megamind was sure he was drooling when he watched the goddess before him. She was so sexy, his Roxanne. He was totally enchanted.

"Temptress" he smirked.

Roxanne smiled and blushed a little. No one had never looked at her like he just did. With a pure admiration and desire. She was getting moist down there and was longing to feel his hands on her bare skin.

She returned back to bed and sat down on his lap. He wrapped his hands carefully around her taking care how he was touching her. He didn't want she would remember the horrible memories.

They started kissing again, Megamind caressing her back and Roxanne his cranium, neck and upper back.

Roxanne liked the feeling how his bare hands stroked her bare skin. His touches were soft and hesitant. She pushed her breasts against his chest, trying to hint they were needing attention, trying to coax him to touch her.

But no, his hand stayed stroking her back.

She was getting frustrated. She longed to feel his hands on her breasts, caress them and drive her crazy. It wasn't helping she was sitting on his rock hard cock. Feeling how it pressed her through the fabric layers, telling he wants her. She felt there was a pool between her legs, she wanted him so much.

She couldn't stand it anymore so she grabbed his hands and placed them on her breasts looking at him pleadingly.

Megamind looked at her perplexed.

"Please. Touch me." She was pleading frustrated.

Megamind watched his hands on her breasts. How many times he had imagined how it would feel like to touch them and how many times he had held himself not to touch them. And now she was demanding him to touch her, she was pleading him to touch her. Of course he would do it, he would do anything for her.

He wasn't sure what he should do so he squeezed them lightly. Roxanne let out a happy groan. It seemed she liked this so he squeezed again a little harder this time.

"Yes." she moaned.

Megamind beamed. He was touching Roxanne and she liked it which made him getting more confident.

He squeezed and pressed her breasts making notes how she was responding to his touch. Her moans were music to his ears. He loved to pleasure her, make her feel good.

Roxanne took her hands behind her back and opened the clasp. The bra dropped between them and Megamind's eyes got wide and he blushed.

He had never before seen her breasts. Carefully he placed his hands back on them and squeezed again. She groaned.

Her bare breasts felt so good in his hands. They were perfectly rounded and firm, the skin was soft and smooth. Carefully he swiped his thumb over her nipple and found out it was hardening. 'Interesting'

He took the nipple between his fingers and pulled a little. Roxanne moaned.

"Yeess.. Just like that."

He started to play with her breasts. He was toying her nipple with his fingers, tugging it and his other hand was kneading her other breast. Then he switched and moved to play with the other nipple his hand kneading the other breast.

"Mmm.. Harder.." she was moaning her eyes closed. His touches felt so good on her breasts. They were suitable, strong but gentle at the same time. She was so wet thanks to his touches and the bulge underneath her. She couldn't resist any more so she started to grind herself against it. He moaned loudly which made Roxanne smile. She couldn't wait when would she see him, when would she feel him inside her.

Then she felt something which made her groan loud. She opened her eyes and found he was toying her nipple with his mouth. Sucking, licking and nibbling her.

Oh, he was driving her crazy. She felt she could take him right now. She wanted to tear his clothes off and direct his cock to her entrance. She wanted him so badly.

She was caressing his neck, moaning by pleasure when he sucked her nipple and then she found it. The zipper.

She pulled it down quickly and felt he went still, stopping what he was doing.

He left her breasts and looked at her hint of anxiety in his eyes. She had never before seen him naked. What if she would upset to see so much his bare blue skin? What if she would change her mind? What if she didn't want him anymore? The thought was hurting him. 'Maybe that was a bad idea..'

But Roxanne was already stripping his shirt and soon it was on the floor with the other clothes.

Megamind turned his head away, feeling how his cheeks were glowing. He felt how she was staring at him, her gaze burning his skin. He was sure she would change her mind. He waited she would leave the bed, gather her clothes and vanish.

Instead he felt her hands on his chest caressing him. He turned his gaze on her and found she was smiling to him happily.

"You look great" She purred in his ear and wrapped her arms around him, stroking his skin, enjoying how it felt. He didn't have visible muscles but he was toned and Roxanne knew he could be very strong.

She led him to lay down and came to kiss him. She caressed his upper body and pinched his nipple. He groaned. Roxanne wanted him so much. She stood up and removed the suspender belt, stockings and the heels.

Megamind watched her elated. She had only those little string on. His cock twitched in his pants reminding it wanted to be free. Oh, these pants weren't gently, they were squeezing and hurting him. His cock yearned to be touched.

It seemed Roxanne had also noticed his problem and started to open his belt. Megamind felt how the pain started to fade away when she took off his tight leather pants. There was only his black boxers trapping his aroused manhood.

Roxanne watched him lustfully. His heart skipped a beat. No one had never looked at him like this before. His cock twitched again. He was so hard.

Roxanne leaned to kiss him. He let his hands wander along her body, relishing the feeling of her soft and warm skin. His hands found their way on her voluminous ass and he grasped. Oh he had wanted to do that so many times. He was playing with the outline of her string.

"Take them off" she whispered in his ear. She wanted to be naked with him, she wanted to press her body against his, she wanted to feel him. She wanted to make love with him.

Hesitantly he started to pull garment down, revealing the most secret place of her. Roxanne lay down beside him so he could take the string off and there she was, totally naked in front of him looking at him longingly.

It had been years from the last time she had sex. His ex-boyfriend had made her fear and she had become so afraid she couldn't consider dating not to mention one night stands. Of course she had longed touches and kisses but it was so hard to trust anyone. She had satisfied herself by using her fingers or vibrator but she longed the closeness. She had been sure she would be alone the rest of her life until she met Megamind. Though he had kidnapped her several times she never had to fear with him. He never hurt her. He always took care she was safe. When they started to date Roxanne felt she was ready to start a sexual relationship. And now it was happening.

Megamind looked at her in front of him, lying naked on his bed. She was so beautiful. His eyes drifted to examine an area the string had covered.

There was no pubic hair, it seemed she had shaved and then there was a slit and he saw a moisture was dripping from there. She was so wet.

Megamind glanced at her asking for permission to touch her. Roxanne smiled shyly and spread her legs.

Carefully Megamind swiped his index finger along the slit and she sighed happily. Megamind swiped again, his finger sinking past her labia. She was so lubricated. He knows the women could lubricate themselves when they aroused but he couldn't believe it was something like this. She was so wet and his finger could glide so easily.

He massaged her labia, he teased her entrance with his finger, not letting it to sink into her. Her labia was swollen and she was moistening even more. She was moaning frustrated. Then she bucked and his finger brushed a spot above the slit. She groaned.

Megamind brushed over it again looking at her attentively. She shivered. It seemed touching this spot was pleasing her very much. He brought his finger back on the spot and started to massage.

"Yees.. yyeess honey.. harder.. please.." she was moaning.

Megamind insert a second finger and pressed harder this spot, massaging her harder. Oh, the voices what she was making, he felt his chest was swelling with pride. He was pleasing his woman, he was touching his woman and she loved it. Then she lifted her hips and bucked, over and over again. Oh god, she was fucking his fingers.

Her breathing was increasing, she was moaning even louder and then she hit her head against the pillow groaning, her hands grasping the sheets.

Megamind looked at her amazed. 'Did she just..'

There she was panting in his bed, his fingers still stroking her, after the first orgasm he had ever given to her. He removed his fingers, bringing them instinctively towards his mouth and then he was sucking them. Tasting her, enjoying the salty and creamy taste of her. He licked them clean, Roxanne watching what he was doing still enjoying her afterglow. His actions were making her want more. He looked so sexy there, licking his fingers, tasting her juices.

Megamind felt how his cock twitched again telling it also wanted to feel the moisture he was just tasting. He couldn't imagine how it would feel like to bury his hard dick into her. Make it wet and nice, rub her inner walls, make her scream.

His boxers was getting wet, he felt how the precum was dripping from him. He was so horny. He was ready. He wanted her right now.

He felt Roxanne hands on his waistband, ready to pull his pants down and he tensed. He felt the panic was swiping over him. He placed his hands on hers, preventing her to take them off. He wanted her so much but what if she wouldn't like how he was looking down there? What if she would laugh at him?

"Roxanne?" he said shamefully and set to lay down, still holding her hands on his waistband.

"Yes dear?" she smiled to him sweetly.

"Please.. Don't laugh at me.." he said bashfully and turned his gaze away from her.

Roxanne was feeling sorrow. 'Why is he thinking I would laugh at him?' but she understood it was his first time. He had never been naked before her. Of course he was nervous.

"I won't" she whispered and then she started slowly pull his boxers down until they found their way on the floor.

And there he was in front of her totally naked and Roxanne found there wasn't anything she should laugh at. There was perfectly shaped dark blue penis with a pink tip and two testicles. His cock was longer and thicker than average with a couple visible veins. It was standing proudly before her, the tip moistened with precum. It was perfect.

Megamind couldn't watch, he didn't want to see her face. What if she was feeling disgust? He waited he would hear a laugh his cheeks and ears blushing pink. But instead of the laugh he heard a pleasant sigh and then she grasped him into her hand, starting to stroke him.

He let out a loud groan and turned his gaze on her.

There she was rubbing his rock hard dick, spreading the precum around it, wetting her hand. He watched amazed how she was working with him. His touches was nothing to compare hers. He could have never guessed how good it would feel. She was caressing him hard and slow, making him moan mindlessly. She squeezed him even tighter, making him to fuck her hand.

"Mmm.. You're so big.." she purred sweetly swiping her thumb along his slit, spreading the new rush of precum.

He groaned. "Is.. Is it a bad thing?" he asked sounding worried.

Roxanne smirked to him. "No." She said. "I think your cock is perfect."

Megamind felt the familiar warmth in his lower abdomen starting to grow, starting to radiate. He was so close.

"Roxanne.. I.. I'm.." he panted and Roxanne pulled her hand away, leaving his cock twitching, demanding to return her hand back there.

He let out a frustrated moan.

Roxanne crawled on top of him and started to kiss him. He kissed back hungrily, grinding his cock desperately against her thigh. He wanted her so much.

"I think we're ready." Roxanne whispered seductively in his ear.

Megamind moved her gently away and bent to pick something from the drawer of his bedside table. Roxanne saw it was a pack of condoms he lifted from there and started to open it.

He took a single wrapper, opened it and started to wear condom over his cock. His hands were shaking and the condom slipped from his hands, falling on the bed and opening.

He blushed furiously. He really should have practice how to do this. Oh god, he couldn't do such a simple job. What was she thinking?

"Let me" she said softly and took a new wrapper from the pack, opened it and wrapped it talentedly over him. He relished the feeling of her hands touching his hard dick again, wearing the condom on him. He was ready.

He rolled him on top of her, kissing her sweetly, his cock pressing her warmth. He was grinding him against her, feeling how the cock slid easily along her moist slit, rubbing her labia and clitoris, moistening him too. He felt her heat radiating through the condom. Oh, he couldn't wait anymore.

"I want you." Roxanne moaned in his ear.

The tip of his cock was now rubbing her entrance, he was so close. Then he glanced at her and felt uncertainty. He wanted her so much but what if he would hurt her? Making her remember the bad memories? Making her panic? He didn't want she would fear with him or feel pain. He loves her.

"I don't want to hurt you." He whispered looking at her in the eyes, his eyes full of sadness trying desperately control himself not to bury his cock into her by one thrust.

"You won't" she whispered back pressing her forehead against his. "I promise."

She bucked a little coaxing him to fill her and then she felt how he pushed gently, his tip passing her entrance gently.

Megamind groaned and kept on pushing himself into her, burying his cock inch by inch. She was so tight and hot, her walls squeezing him. He relished the feeling, closed his eyes and panted, felt how he was sinking into her soaked pussy.

Roxanne was moaning happily, feeling how he was stretching her pleasantly, massaging her inner depths for the very first time. He felt so good.

Finally his cock had buried totally into her. He enjoyed how it was feeling, her walls tight and warm around him. He wanted to remember this. Then slowly he withdrew and pushed again a little harder this time. He copied the move and kept going like this. Pushing slow but hard into her, making her moan louder.

Roxanne couldn't remember when was the last time she had enjoyed about sex so much. He was making love with her, slow and sexy, his tip brushing her G-spot by every thrust. She felt a familiar heat in her stomach, starting to spread around, feeling how the blood was rushing down there. She dug her nails into his back, his dick teasing her G-spot, she was so close. And then his cock brushed her once again and she cried out, feeling how the wave of massive orgasm swept over her, making her inner walls spasming around him, her whole body shaking. She had never come so hard before.

Megamind was beaming, satisfied smile on his lips. He did it. He lost his virginity. He pleased his woman. There she was lying happily underneath him, eyes closed, enjoying her afterglow. She was so beautiful. He must be the luckiest man in the world having her.

He felt how her muscles were contracting around him, he still thrusting in her slow and hard.

"Mmm.. Come for me honey." she was purring still enjoying how he was filling her.

Megamind kept going like this but the pace was too slow for him, he should go faster and harder to come but he couldn't. He couldn't hurt her. Not now when she was enjoying so much.

"Hey. Is everything OK?" Roxanne asked when she saw a frustrated look on his face, bringing her hand stroking his cheek.

"Yeah.. I just.. I need.. I need more.." He whispered bashfully.

"You wanna go harder?" Roxanne asked sweetly.

"Yees.. But just if you want it too.. I mean that's also fine.. We don't have to.. I.. I don't have to come.. We can stop now." he blurted out hastily and started to withdraw from her.

Roxanne wrapped her legs around him, stopping him to leave her, making her feel empty. She couldn't believe this. This was his first time and there he was telling to her he didn't have to come, that it was OK. It was obvious he was afraid again he would hurt her if he would go harder. She had never met a man like his before. Though he was fully aroused and lustful he didn't let his cock lead him. He was all the time thinking how was she feeling. Taking care she was feeling good. How much she loves him.

"Harder, please" Roxanne whispered smiling tenderly.

"Umm.. What?" he was totally puzzled.

"Please?" she pleaded and pressed her hips against his, feeling how the dick moved inside her pleasantly.

Megamind thrusted into her hesitantly.

She moaned. He did it again a little harder this time. It seemed she really liked this, liked when he did it harder and he was getting more confident. He was feeling a delightful friction in his cock, her walls rubbing him, making him getting closer the release.

"Faster." She was demanding, panting underneath him relishing when he was taking her hard.

He did like she hope and speeded up, making her groan passionately.

He felt that familiar warmth he had when she was stroking his cock before, starting to spread pleasantly. He kept going, thrusting hard and fast into her. He felt how his testicles jerked and then he was groaning, grasped her by the shoulders, collapsed on her feeling how his seeds were gushing into her for the very first time, his toes curling, eyes closed, panting and sweaty on top of her. Relishing the feeling of the first orgasm with her.

Roxanne wrapped her arms around him, petting his back gently, listening to his wild heartbeat, feeling how he softened inside her. She was so happy for him. He had come for her, he had let him enjoy. He was so wonderful.

"It was amazing" she sighed happily, still stroking his back absent-mindedly.

"Mmm.. You were amazing." He said sweetly, eyes still closet lying on her.

Roxanne planted a kiss on his forehead. "I love you." she whispered.

"I love you too" he whispered back, and brought his lips on hers, kissing her gently.

"I think I need a bath." he sighed softly. He was so sweaty.

"Mmm.. Sounds good." she purred. The bath with him before going to sleep, sitting in the bathtub together sharing a little kisses and hugs right after sex, washing each other. She was really into that idea.

"I go to set a bath." he smiled, pulling his flaccid penis from her. He climbed from the bed and headed to the bathroom on the other side of the room.

Roxanne lied on the bed, listening the sound of running water and enjoying the feeling of the sheets below her. She felt drowsy and satisfied. A couple hours ago she had been sure they would break up tonight and now she was lying here, in his bed, they had just made love for the very first time. He had lost his virginity with her, he had made her orgasm so hard and even two times. She felt she was pleasantly sore down there. She didn't remember when was the last time sex felt so good. This time she didn't have to fear, she didn't have to wait desperately when would it come to an end. No, this time she had sincerely enjoyed everything. He was so selfless lover. All the time taking care of her pleasure, never doing anything she wouldn't want to. She was so happy with him.

"The bath's ready." He was leaning against the door frame of the bathroom and smirking.

Roxanne smirked back. She grabbed the cooler from the table and two glasses with her and so they disappeared in the bathroom.