She laughed a bit when he said flattery saved his ass before. "Well, you don't need to save your ass in this situation." She said, actually smiling a bit. She was glad he was sticking to his word and going slow with her. She really did appreciate it. When he kissed her, she hesitated for a moment but kissed him back, just as gently. A light tint of red hit her cheeks when he started feeling her sides and her breasts, even though he didn't outright grope her, it was still a bit embarrassing to her. But her face flushed even more when he said she was more energetic this time. "Well," she started, her hands resting on his stomach for a moment before they started to run up to his chest, her fingertips feeling every muscle. "it wasn't bad the first time, so, I figure there's no reason not to enjoy it." She finished with her hands ending up on his shoulders, running over his deltoids gently. She still wasn't quite sure what to do in a situation like this, so she was just doing whatever came natural and hoped it was right.