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Why may this girl be upset? Many reasons are eligible to be an answer. Maybe she's just discovered something disappointing about the person in front of which she's undressing? Maybe she's remembered something but it's too late to do whatever she was supposed to do? 

Any suggestions from you guys? :P

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Michael

Hmm, I get the impression she totally misjudged a situation like her boyfriend said he had a surprise for her and she thought it was some kind of sex thing and started to get undressed but when he came back her mom and dad were with him...