Midnight Awaening

I walk into the room, quietly closing the door behind me. I stand there in the dark listening to your breathing, telling me that you're sleeping. Quietly, I undress and gently slide into bed pulling the soft blanket over my naked body. I lay there a moment listening to your breathing again.

Slowly, I turn towards you and slide my body next to yours. My eyes now adjusted to the darkness, I can see the outline of your face as you lay on your back. My hand moves under the blanket to slide across your stomach. I can feel your stomach muscles twitch in response to my touch.

I lay my hand against your stomach for a few moments, then softly slide my fingers to the waistband of your boxers. Slowly, my fingers wedge their way under your waistband and glide lower until I begin to feel your soft hair.

My fingers continue their journey, my eyes watching your face for reaction. My fingers slide lower until I feel the tip of your soft cock. My fingers wrap around your cock and I feel it jerk in response. As I slowly stroke your cock, it gradually comes to life and I hear a soft moan escape from your lips.

I see a small smile appear on your face and I know that I've wakened you. I continue to stroke your cock and watch your face wondering if you are fully awake or in the state of in between. I wonder if you think you are dreaming, or if you realize that I am really here.

As I continue stroking the length of your cock, my fingers feel you grow harder and harder and I can hear you let out occasional soft moans. I hear you moan, almost whine as my hand slowly releases your cock and slides out of your boxers.

In one movement, I fling the blanket off of us and move myself between your legs. Lying on my stomach with my breasts rubbing against your thighs, I grab hold of your boxers at each side of your waist and begin to tug them down. I feel you lift your ass off the bed to expedite your freedom.

I pull your boxers to your lower thighs and your cock is bobbing just inches from my mouth. My fingers curl around the base of your cock as my tongue flicks at the tip. Slowly, I wrap my lips around the head of your cock and begin to gently suck, my tongue circling the ridge just beneath the head.

I begin sliding my hand up and down the length of your hard cock as I take you deeper into my mouth. I hear you moaning louder now and I feel you tensing, fighting the urge to thrust your hips at me.

My head is bobbing up and down now, each thrust taking you deeper and deeper into my throat. I gradually quicken my pace as I feel and taste your pre-cum oozing into my mouth. Sensing that you're close to cumming, I slow down and begin licking the sides of your shaft. I gently caress and squeeze your balls and lick my way down your cock to give them some attention. I softly suckle each one in turn as my hand continues to slowly stroke your hard cock.

I can hear you moaning and your breathing has increased, coming in ragged gasps now. "Oh God, baby," you whisper breathlessly.

You move your hands to each side of my head and begin caressing my hair. I can feel your fingers tightening in my hair as you gently pull me from you.

Sensing that you are very close now, I pull my mouth from you and slither up your body. My mouth finds yours as you wrap your arms around me pulling me close to you.

Our tongues begin dueling in a passionate kiss. We're both breathless as I part my legs to straddle you. I pull my knees forward to your hips and bend them so that I am kneeling over you. I feel your cock twitching at my wet entrance.

Our mouths still attached, I slide my hand between us and grab hold of your hard cock. I gently stroke it a couple of times before sliding it across the length of my wet slit. I can feel my juices making the head of your cock slick as I position it at my opening.

I remove my hand from your cock and apply a little pressure from my hips to encase the head of your cock with my wet pussy lips. I can feel you tense as you strain not to thrust your cock deep inside of me.

My mouth releases yours as I put my hands on your chest. In one quick movement I sit up and press my weight down on you and feel your hard cock impale me. I let out a loud moan as I feel your cock stretch my pussy as its buried deep within.

After a moment of letting my pussy adjust to your size, I slowing begin moving up and down. Your hands move to my breasts and begin kneading them, then gently pinch my nipples.

I begin moaning as your finger and thumb on each nipple begin to pinch and pull as I bounce up and down on your cock. My hands move behind me to rest on your thighs as I arch my back. With this movement, I take you deeper inside of me.

You move your hands to my hips and I can feel you begin to thrust your hips up to meet each of my thrusts. Soon, our thrusts become quicker and I force down harder on you with each thrust.

I'm still arched back with my hands on your thighs, exposing my clit to you. You move one hand down to my clit and begin pinching and pressing it. I can feel you pulsating deep inside of me and know that it won't be long for you.

You continue to pinch my clit while we thrust at each other harder and faster. I can feel tightness is my stomach and know that I'm only moments away. With each thrust, I'm getting closer and closer. All of a sudden, my pussy grips your cock in an orgasm as you continue plunging deeper and harder. I let out a scream of pleasure as the orgasm engulfs my body.

With your fingers still tugging my clit, the orgasm seems to go on and on. Just as it begins to subside, you release my clit to grab hold of my hips as you plunge deep within me. You let out a loud growl as I feel your hot liquid explode deep within me, the power of it making my pussy quiver in another orgasm causing me to scream out again.

I continue to slowly bounce up and down on your cock until your balls are empty. I slowly lean forward to collapse on your chest, your heart pounding against my ear as we both gasp for breath.

After a few moments, I slide off of your softening cock to lie beside you. Wrapped in your arms with my head on your chest you kiss the top of my head as we drift off to sleep.