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seems like atypical case of last minute resistance!!! try looking in some other forum sections for solution to LMR.... they have tons of tips
cheers
This.
Here's a nice thing I picked up from Mystery (or was it style? Well MM none-the-less). If she starts flaking out and verbally says no act like it doesn't bother you at all and neg, neg, neg. Kill the mood and occupy yourself with something nearby. The trick is to not come off as spiteful or angry but to act as if you didn't mind one bit that she just turned you down. Ask her to join in on whatever you're doing and act normal. The first time try freezing her out for a good 2-3 minutes before you start making out and getting it on again. If you experience even more LMR then rinse & repeat the above, each time adding time to the freeze out.
Good luck mate

yeah thats Freeze Out Theory 101..
The bottom line of this is a kind of implicit punishment, as she was having a good time but her attitude killed it. but this punishment must be implicit, as in you didnt mean to make her feel that way, she just turned you off and those are the consequences.
Now, this doesnt mean, stop trying to have sex with her and start talking about your day. This means ignore her. Not like you suddenly hate her, but like u suddenly lost a whole deal of interest in her. she says no, you go "Its ok" and go to your laptop to check you mail. She will feel awkward and guilty for the situation she just created, because all in all one has the right to be turned off and act like that.
The main idea in freeze outs is "No Biggy". It doesnt make you mad, it doesnt make you anxious, you just find it weird and uncommon for a girl to reject having sex with you. So if she asks "are you upset?" you go "no Im cool, its just that you turned me off. I aint horny anymore..". Even though in your head and your pants u are like "FUCK!! what the hell woman??" on the out side you are like "no biggy".
-Teague