The Sleepover Guest

Brian, and his live-in girlfriend, along with her friend Jessica returned to their apartment after a night of partying. Jessica had recently been married, needed some time on her own, and came up to spend the night with Brian and Sarah. Brian had been the designated driver, and helped the two drunken women into their place. All three of them were 25, and knew each other from college. As Sarah stumbled into the bedroom, Brian got some extra bedding from the closet for Jessica, as well as one of his old t-shirts for her to sleep in. When he returned to the living room, Jessica was sitting on the sofa. Brian gave her body a good once over as he approached. She had a great curvy figure, and 36E breasts, if he remembered what Sarah told him once. Her long black hair framed her dipping blouse, and displayed a great deal of cleavage.

"This should take care of bedding, and there's pillows on the chair" he said

"Thank you," Jessica stated, and smiled with a flirt.

Brian returned to the bedroom, and found Sarah lying on the bed, wearing black stockings, a tiny thong, and a see-through bra, which hardly covered her full breasts.

"What if Jess hears us?" he said.

"Shhh..." Sarah replied, as she slinked her slender body along the bed and began to unsnap his pants. She pulled out his semi-hard cock and began sucking on it with her pouty lips. Brian let out a soft sigh, and hoped that Jessica wouldn't hear.

Brian reluctantly slid his cock out of Sarah's mouth. "I'll be right back." Brian hurried off to bathroom to get a condom. Sarah had recently gone off the pill, in hopes of getting her sex drive back up. When he returned, Brian was saddened to find that Sarah had passed out on the bed. He put the condom in his pocket, zipped his pants up, and covered her with a blanket.

Brian returned to the living room, on his way to the kitchen for a drink. Jessica was sitting on the couch, flipping through the channels. She glanced back and smiled as Brian went into the kitchen. He grabbed a soda, and sat down on the couch with Jess. She was wearing the t-shirt, which tightly held her now braless breasts. She had on her lacy white panties, which she did not cover up as Brian opened his soda.

"Sarah passed out on the bed. Mind if I watch some TV, or are you going to sleep?

"I'm just going to flip for a bit," Jessica replied, and focused on the TV. Brian sipped on his soda, and glanced at Jessica's tits whenever he could. Her nipples were erect, and poking through the thin material.

Jessica flipped onto a softcore porn movie, and left it on. On the screen, a man and woman were fondling one another in a garden. The woman was half nude, and moaning softly. Brian felt a little uncomfortable watching the movie, but he didn't want to say anything. Out of the corner of his eye, he could tell Jess was shifting her legs, probably from the sensation both she (as well as he) was feeling in her crotch.

"I'm going to head off to bed," Brian said, hoping that his growing erection wasn't too noticeable.

"Brian," Jessica slurred, "Will you give me oral pleasure?" She winked, and with one fluid movement, she spread her legs apart and pulled aside her panties, and showed off her bushy, yet trimmed pussy.

"I don't know if we should do this," Brian said, thinking about Sarah just down the hall. Jessica only replied by running her fingers up and down along her slit. Her middle finger disappeared for a moment, as it slid into her. Brian's mouth felt a magnetic pull toward her crotch, and before he knew it, he tongue was lapping at her clit, and drinking in her slowly flowing juices.

Jessica leaned back and spread her legs open. Her hands each found a home on her breasts, and she pulled at her nipples through the shirt. Brian took over pulling her panties aside, as he hungrily sucked on her tiny lips. All sense of consequence was gone, as he heard her moan under her breath. His eyes glanced up, and he watched as she groped her breasts. She pulled her shirt up over them, but didn't take the shirt off. Her hands quickly returned to her breasts, and dark red, erect nipples.

Brian pushed her legs together, and pulled down her panties. He tossed them aside, and once again spread her legs. His tongue traveled the length of her slit, and concentrated on her little asshole. He licked circles around the rim, and dipped the tip of his tongue in. Jessica moaned harder, and shifted around.

"Brian," Jessica whispered, "I want you inside me. Now." He hesitated only for a moment, but soon had his pants around his ankles and his stiff cock waiting to be put to use. Jessica reached down and stroked it a few times, before placing the tip in her well-lubricated pussy. Brian shifted his weight slightly, and soon had his entire cock inside her. He began moving his hips back and forth, and put his hands on the sofa edge for support.

Jessica went back into her own lustful world, and continued to work on pleasuring her breasts. Watching the site before him, and adding the unfinished blowjob from before, Brian knew he wouldn't last long buried deep inside his girlfriend's best friend.

Jessica could tell that Brian wouldn't last much longer either. "Don't cum inside me." She moaned through her lips. The thought of cumming inside her pushed him over the edge, and Brian quickly pulled out of Jessica and stood up. He gave his dick a few long strokes, and held back his own moans as his sticky spilled out and splashed on her pelvis and pubic hair. Jessica reached down and played with the cum a bit. She sat up, and took his entire cock into her mouth, just once, as she cleaned it off for him.

The two didn't say a word as they got dressed. Brian glanced down at Jessica as he left the room. He hoped that this would stay between the two of them. Brian went back into his bedroom. He could smell their sex on his body. He slid into bed, and laid there wondering what tomorrow would bring. Sarah rolled over on top of him, and he idly played with her ass cheeks as he drifted off to sleep.