My girlfriend and I have been dating for awhile and I'm trying to move it to the next level. But she is afraid of sex. She's been used in the past, and is very hesitant saying, "I think sex should be spontaneous" and I can't figure out how to make her comfortable with the topic or the action. When I bring up the topic she breaks down and cries. she says, "I don't want to be so afraid like this." I haven't asked for anything in a while, I've just been spending time with her. But it feels like I'm in "the friend zone" with in my own relationship.
Any suggestions on how to make her more comfortable?