He left the science lab and walked down the hallway to the back hallway exit and pushed open the door. He walked over to Wendy and saw that she was crying. Her elbows were on her knees and her face was in her hands, and she shook all over from crying.

"Wendy?" Max said quietly.

She stopped crying abruptly, wiped her nose on her jacket sleeve and looked up at him. "Yes?"

"I'm sorry, you probably don't know me, but..." Max began.

"Sure, I know you. You're Max Sheffield. You helped me with my algebra last year," she said, sniffling.

"Oh, um, ahem, yes," Max stammered, blushing nervously. "Well... I was... I was wondering if you were okay."

"Oh, yeah... well, no not really," Wendy said. "Scott Moore just dumped me for Patty Smith!"

"Oh, I'm sorry. Anything I can do?" Max asked, knowing there was nothing a nerd like him could do.

"Yes, actually there is," Wendy said, startling Max. "You see, well... you have to swear to never tell anybody!"

"Yes, of course," Max said.

"Well, see... umm... the only thing that makes me feel better when I'm this upset is... umm... sex," she whispered, as if anyone was around to hear her besides Max.

"Huh? What... what do you mean?" Max stuttered.

"I mean, I want to take you into the locker room and fuck your brains out," Wendy blurted out bluntly.

"Oh, well... I mean I..." Max stammered, thinking maybe it was a big joke.

Wendy stood up and grabbed his hand and pulled him towards the gym entrance. Maybe she really wasn't kidding! He followed her into the girls locker room and she went to the back closet and pulled out every towel. She threw them in the floor and arranged them into a sort of bed on the floor and then she undressed. Max stood still in amazement as she revealed her amazingly firm, toned young body to him. Every inch of her eighteen year old body was tan and smooth. Her entire crotch was shaven bald and her small breasts were perky and bounced as she moved. Her stomach was flat with a hint of muscle, and her long legs shone and sparkled like satin. She lay down on the towels and spread her legs, spreading her pussy lips with her fingers and giving Max full view of her tight, wet cunt. His dick sprung to attention.

"Well? Are you going to fuck me?" she asked impatiently.

Max all but tore the clothing off his body and Wendy's eyes grew as round as saucers when she saw that Max had the biggest dick she had ever seen! It was not quite fully hard yet and it was already at least ten inches. It was gorgeous! She was absolutely shocked that such a shy and nerdy guy would be so well hung! She began to finger her clit in excitement.

Max knelt in front of Wendy, leaning over her and kissing her. He had never had sex before in his life, never even kissed a girl, and here he was making it with the head cheerleader! Feeling her pert nipples pressing against his chest made his cock as hard as a rock and Wendy gasped as she felt the enormous thing growing against her thigh. She put her arms around him, feeling his muscles twitch at her touch, and she began to drip warm, wet juice from her pussy, aching to feel his monster rod inside her!

He ran his hands all over her body, marveling at how soft and firm she was all over. He slowly trailed his hands down her belly, over her thighs, squeezing her ass and moving to play with her soaking wet pussy. She moaned as his hand rubbed over her clit. He grabbed his dick and placed the head at her opening, pushing gently.

"Oh, fuck me, Max! Please," she whispered pleadingly.

Max took the cue and rammed all twelve fat inches of his cock inside her and she cried out in magnificent bliss! He fucked her hard, knowing it was what she needed. He rammed his huge dick in and out of her harder and faster, grunting and groaning as his balls slapped hard against her tight ass. He squeezed her breasts, sucking firmly on her taut nipples and she cried out over and over as his amazing tool worked wonders for her. She was in Heaven! Never had she felt so complete!

"Oh my god, Max! I'm going to cum! I'm going to... oh... ah... I'm going to cum on your big dick!" she screamed, shuddering and screaming in climax and Max felt her pussy clutching his dick like a vise as she came.

Seeing her eyes roll back into her head and her back arch as she screamed his name made Max's balls fill with cum. He groaned loudly as his dick began to squirt a massive load of sperm deep inside her flat little belly, each massive thrust bouncing her tiny breasts and causing her to scream in pleasure!

The next day at school, Wendy had to explain to nearly everyone she met why in the world a popular girl like her would be dating the biggest nerd in the senior class. No one could believe it until Adam Mitchell told them that he has once seen Max coming out of the shower after gym class and that he truly was hung like an ox. After that, Wendy had to fight the girls off her new boyfriend with a stick and Max soon became one of the most popular guys in school. Girls began to call him, begging him to tutor them. Even the guys had a new respect for him, although they hated him because they were all jealous. Max felt like the luckiest guy alive, and he and Wendy got married after school and are still together, having great sex every night!

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