She giggled and then chided herself for the noise. He was sleeping soundly but, there was no need to risk it. She finished opening the door softly and stuck her head in the dark room. There he was, asleep in bed. She stifled another giggle and crept into the room.
He was snoring which was good, it meant he was on his back. She smiled and slipped up to the bed. Gently she took the covers down to his mid thigh. He was naked so she had clear access. He mumbled in his sleep and shifted slightly but did not roll. It was several seconds before she realized she was holding her breath.
She looked down at his cock, not that impressive in it's current state but she grinned, she could fix that. Holding her hair back she leaned over and gently kissed it. He moaned and said something . .she waited long seconds and then kissed it again. He was grinning in his sleep and his body relaxed a little.
Trying desperately not to giggle she breathed on his shaft and then the head, in his sleep he shifted his hips towards the warmth. Slowly she began to gently lick the full length of his cock until the first twitch of arousal and it began to harden. Giddy with excitement she took the head into her mouth cautiously and began to slowly suck him as he stiffened.
He moaned again and pushed his hips up and she started sucking him hungrily. She had to remind herself that this was just the warm up and not to get carried away. She loved the feel of him growing in her mouth and the way it slowly began to push further and further into her. She slid her head up and down the shaft, licking and teasing the head until it was rock hard.
Pulling off she held the cock up and tried to figure out the best way to do this. Finally she just swing her leg over him and straddled him and gently lowered herself onto him. He said something...his voice dreamy...she knew she was invading his dreams slowly but surely. He was dreaming wet slippery things now.
Letting herself slid down his shaft, she felt him splitting her open. She loved the feeling as he slid into her and she felt split in two. She slid back up and then down again, adjusting to take his full length. Finally she wiggled cautiously as she took all but the very base of him into her wet pussy.
Rising up and sliding down, she started a painfully slow rhythm. She wanted to ride him hard and fast and grind on him until she came but, she was having too much fun with him asleep, she didn't dare wake him up yet. So, she rose up and slid down in time with his breathing, nice and slow.
She pinched her nipples and held her breasts in place as she began to pick up the pace slightly. the thought of holding them like they might clang together and make too much noise nearly sent her into giggling fits again. She leaned forward so the fucking action was from her hips and she could do it faster without shaking the bed too much.
He was moaning and talking and he reached up a sleepy hand to grab her...she gently pinned it to the bed and laughed. In his half dream he allowed her to pin him and ride him and all he did was moan and try to push up into her.
Her breathing was getting ragged as she was fucking him at a good pace now, his cock sliding into her and her juices dripping down the shaft. His moaning and movement became more awake, he was waking up but, she couldn't stop. She started fucking him faster hoping she could finish before he was wide awake and figured out what was happening.
His eyes half opened, he was breathing heavy and his cock was twitching in her, she knew he'd cum soon so she began to slam down onto him hard and fast. She was almost there...so close to cumming.
He was groaning and pushing his arms up to grab her, half awake and fucking back up into her in time with her ride. She began to shake and felt the fire of an orgasm start to go through her, this just made her slam down onto him harder and grind with each thrust so her clit rubbed him and sent shivers up her spine.
She couldn't stay quiet any more, she groaned and exhaled a huge breath as she came. Shaking him so hard he came full awake mid thrust. He was too close to stop as well, he had to fuck up into her and then began to fill her with cum. Grabbing at her breasts he squeezed them as he thrust again and again into her and shot a heavy load.
She collapsed onto his chest and then rolled off him and lay next to him panting. He was slowly catching his breath and staring at her. She smiled and knew what he was going to say.
"Didn't I tell you I had a head ache?" He asked.
She nodded yes.
"And you came sneaking in after I went to sleep for sex?" He asked.
She nodded again.
"And you do remember that I said I had a head ache?" He asked her again.
"But..."
"But what?"
"But I didn't touch that head." She said and grinned.
OK...she had a point there.
