"Yeah but two can play at that game, you know!" His off-color quips go right over her head, though she'd probably take them amiably anyway. She's just used to half the things he says being outside her realm of understanding and is happy enough to roll with them. It's part of the charm, really.

But he's trying to sit up, so she backs up a little to give him space to do whatever it is, her eyes trained on his so that she's vaguely aware of what he's doing. Despite her teasing, she's eager and trying not to look it as much as she can. She holds out as long as she can manage, before her eyes dart down for a moment, then back up again as she presses her lips together. Though she's trying not to laugh, she's relieved to actually see that he doesn't have something weird down there... like a gnome. The thought had occurred to her only briefly.

She clambers off his legs after a moment more, to let him get his underwear off all the way. She just can't stop glancing, not caring to be so brazen as to stare, but it's not as though she's seen a whole ton of dicks in her life-- it's new, and it is thrilling, and she can't help but think it looks a little silly up close. Not enough to be off-putting in the least, and not too far outside the realm of what she expected, but still silly.

And for the moment, they're unbalanced again, her with her own panties still left, and she's tempted to unceremoniously whip them off herself, before she manages to try and catch his eyes again, hooking a thumb around the waistband. Might as well, while she's off to one side and uninhibited.

"...but I think I'd rather play other games, though. Would you like to do the honors?"