11 comments/ 98596 views/ 61 favorites While She Sleeps By: AngieGS 'I can't sleep.' I keep thinking to myself. 'How could I possibly sleep when I'm laid so close to what I want? How could anyone?' I stare into the darkness of the motel room where I can just make out the picture on the opposite wall and the bedside lamp next to me. I don't turn it on. I don't want to wake her. I sigh quietly and listen to the rain beating down onto the pavement and the billowing wind that causes the place to creak. She's still asleep. With every breath she releases, my neck tingles. The hairs standing to attention at the feel of her breath on my skin. 'What am I doing?' I ask myself. She's a new friend. We met at a party a couple of weeks ago and we just ... hit it off. It's like we've known each other for years. I can't stop thinking about her. Since we met, she is all I can think about. It's like an obsession. It's confusing and frustrating. I don't want to have the kind of thoughts that I have. Not about her because she's not into girls. She likes men. 'She likes cock.' I remind myself. 'Big hard men with thick cocks.' I roll over to face her, to watch her sleep. She's beautiful. Our mouths are only centimetres apart and I have this urge to kiss her. I blow on her face a little and study her for a reaction. A flicker. A movement. But she doesn't move. I blow harder and move my face closer. She doesn't feel a thing. I touch her shoulder and shake her slightly to see if she stirs. She doesn't. She's asleep in a deep slumber. Her loose curls fall over her shoulder, and a few stray hands are lying against her lips. I lift my hand and tuck them behind her ear. My body tingles as my hand touches her face. 'I can't take this.' I move my mouth to hers and very carefully, slowly, I brush my lips against hers. Only slightly. They only just touch but it's given me the kick I needed. My stomach somersaults and I check that she's still sleeping. Her lips are parted slightly so this time I press my lips a little harder to hers and slip my tongue in. She tastes good. I can feel myself getting more aroused so I slip a hand into my shorts and run one finger along the length of my slit. I sigh. I watch her chest rise and fall with each breath. I wish I could touch. Suck them. I bite my lip. I push my finger through my lips wanting to know how wet she's made me. I'm soaking. God she's turned me on. I look at her face and then at her tits. My other hand reaches towards her and I place it on her rising chest. Feeling even more aroused I slide one of my fingers towards my hole and play just at the entrance. I move my other hands towards the top of her vest and trace the line of her cleavage. I reach in and cup one of her silky breasts. I moan quietly and push my finger deep inside me while gently squeezing on her tit. I pull her nipple out so that I can look at it and without thinking about it, I move my head down and clamp my mouth around it. I run my tongue along her breast before sucking it. Her nipple goes hard in my mouth. I hesitate then clamp my teeth around it and nibble softly. She stirs with a moan. My teeth unclench from her nipple and she rolls onto her back. I wait until I hear her heavy breathing once more before sliding a second finger into my cunt. Her stirring caused my stomach to twist in fear and my heart to beat faster at getting caught out but it also made it more exciting. 'What would she do, if she caught me out?' I wonder to myself. I think about her touch against my skin. I imagine her touching me how I'm touching her. Teasing me and pleasing me. I imagine her slender fingers running along my lips and along the inside of my thighs. I bite my lip at this thought and fumble for my clit. I rub my finger against my hard my nub until I begin to shake. I place my other hand on her breast again and knead it while I continue to work on my clit. I feel the familiar tightness of an orgasm but I don't want to come yet. It's too soon. I take my finger off my throbbing clit and bring my hand up to my face. My fingers are covered in my juices and a thought occurs to me. I look over at my sleeping beauty and then back to my fingers. I hover my hand over her lips, daring myself to do it. Slowly, with a light touch, I wipe my wet fingers along her mouth and rub my pussy juice onto her soft lips. I trail my hand down her chest and rub any excess over her exposed breast before tweaking her nipple. I moan, louder than before. I can't control myself. I pull the covers back gently and see her legs are slightly open. This is too much ... I shuffle down the bed and ever so slowly, I push her left leg further to one side, making the gap wider. With both hands, I grab her pyjama shorts and wriggle them down over her bum before stopping mid thigh. I hold my breath and check to see if my more daring movements have woken her. No, she's still dreaming. I move carefully until I'm sat in-between her open legs and I devour the view in front of me. Her pussy is glorious. It looks delicious and it smells divine. I place the palm of my hand over her hairs, pressing slightly against her then I use my fingers to spread her full juicy looking lips. I look at her open lips, a slight wetness on the inside and I shiver. I have to have her. Still holding her open, I take my other hand and place my finger on her clit. I stroke her slowly and catch my breath. I rub harder until I think it has the desired effect and take another look at her cunt. It's wetter. While my thumb rubs against her clit, I use my other fingers to enter her. I gasp and immediately make myself wetter. I move one finger in and out of her, slowly at first until I feel myself getting hotter. Then I remove the hand that was holding her open and lick each of my fingers in turn. I jam a second finger into her and thrust them deeper. In and out. In and out. I place my free hand onto my own pussy and rub my clit furiously. I pump a third finger into her and close my eyes. God she smells so good. I work us both furiously and once more, find myself beginning to shake. I stop rubbing myself and wipe my juices on her thighs. I remove my fingers from her sopping cunt and suck them hard until they're juice free. I look at her face and within a second, I decide to take her. I push myself lower down the bed until my head is level with her pussy then I push it towards her and with a quick flick, my tongue hits her hard warm nub. I rub my tongue against it until I see a wetness at the entrance of her hole, then I slide my tongue into her as deep as I can get it. Soaking up her juices, devouring the taste. I feel her leg twitch and I hear her moan. But I can't stop. I don't care if she catches me. I replace my thumb on my own clit and slide two fingers into myself. I work on my cunt while I'm lapping up hers. I rub her clit with my other hand as fast I can with my tongue still twisting away inside of her. She starts to buck. Knowing how much I'm pleasing her while she sleeps sends me over the edge and I feel myself tighten. My pussy tightens around my fingers and I push my tongue further into her once more before swapping it for my fingers. I pump two fingers into her furiously, harder each time, and rub her clit with my tongue. Seconds later, it happens ... I feel her buck, so much that I struggle to keep my position. Her cunt tightens around my fingers and her cum seeps over them. I moan louder and let me own orgasm take over. I ram another finger into myself and then my walls tighten around me and I'm left breathless. Gasping for air. I rest my head on her pussy until I've caught my breath and then slowly take my fingers out of myself, and her. I suck her juices from my fingers and put my tongue to work at her sopping wet pussy. When I'm finished, I move myself over her until I'm straddling her then I suck both of her tits, kiss her hard on the mouth then wipe my cum over her lips. I climb off her and gaze down onto her naked body. Her tits are erect and her pussy is glistening. There's a slight perspiration on her forehead. Smiling, I climb back into my side of the bed and roll onto my side. Amazingly, she's still sound asleep, but I don't bother covering her back up. I'm going to let her wonder why she's naked and wet. I close my eyes with a smile on my face, pants wet and my heart beating and within seconds, I'm asleep. While She Sleeps Ch. 02 I wake very early in the morning shivering slightly and find myself almost naked. My top is pulled underneath my breasts and my pyjama bottoms are around my knees. My lips taste strange and my mouth is dry. I look at Iris sleeping, her face turned towards me. Her hair falls over the pillows. She looks pretty when she sleeps. She's pretty anyway, but sleeping, she's like an angel. I smile and rest my hand on my breast, I tweak my nipple and bite my bottom lip. I had such a strange dream last night, maybe I made myself naked. I think back to my dream, to Iris playing with my clit, her fingers slipping inside of me. Finger fucking me. Yes. I probably did this to myself. I slide a finger between my lips and feel how wet I am, then casually slide my finger up and down while thinking about my dream. I glance towards the sleeping beauty and feel myself get wetter. I dip a finger into my pussy and work it around inside of me. Rolling onto my stomach I place my clit against my palm and slide a second finger into myself, I push against my palm. Ohhh. My clit rubs against my palm and I shudder each time, enjoying the shiver that it gives me. My movements get faster and I remind myself that I need to be-careful. I don't want to wake her. I look at her again and imagine her fingers in me. I peek under the covers and moan quietly as I devour her with my eyes. Her pyjamas are tiny, they barely cover her gorgeous body. I wiggle my fingers inside of me and I want more. I need more. "Oh!" I gasp, suddenly remembering the dildo that's sat in my nightbag, just in case I got horny and needed a release. I slide myself out of bed and quietly unzip my bag I pop the dildo in my mouth and roll my tongue around it, lubing it up with my saliva. I glance around the room and spot a stool, that'll do. I pull the stool to the end of the bed and strap the dildo to it so that the head is pointing skywards. Biting my lip, I spread my legs and use the edge of the bed to hold me up. My back is turned to Iris. I don't want to watch her sleep while I do this. She's too tempting. I settle my pussy at the tip of the dildo and gasp as I slide myself down onto it. I don't want to cause too much movement on the bed so I start slowly, sliding myself up and don on the shaft, moving quietly as I push it further into me. I take one hand off the bed and use my fingers to rub my clit. I start with a feathery touch until my cunt feels like it's on fire then I start to rub at it furiously. I pick up the pace, moving myself up and down on the dildo faster, harder. I slam myself onto the dildo, until I feel the stool touch my skin and I grunt as I feel a shiver take over my body. I moan, quite loudly, then remembering where I am, I spin my head to check on Iris. Good. She's still asleep, but she has moved slightly. Her top has moved down slightly, revealing the curve of her breasts, one of her nipples peaks out. I moan at the sight of her and find myself more turned on then before. Far too much. I pull myself off the dildo and walk towards her. I lower my head and pull her top further down. I run a finger over her nipple until it hardens then I place my lips around it and suck it hard. It looks like she'll be the one dreaming tonight. I smile as I nip her erect nipple with my teeth. I pull the covers down and gently remove her pyjama shorts. I'm not thinking straight. But I don't care. I have to do this. My pussy tingles more, urging me on. I walk back to the stool and unstrap the dildo. Placing it on myself, I smile and place myself between her legs. I press the head of the dildo against her shaved pussy. Her clit winks at me with each movement, teasing me so I cover it with a finger and begin to play. I lower my head to her breasts and clamp my mouth around the one nipple that's out. Pushing against her slightly harder, I feel the tip of the dildo hit her entrance, but it doesn't slide in. I rub at her clit harder and press my full body against hers. Her skin feels good underneath me. My breasts and pushed against hers, my stomach on hers, my cock on her pussy. I bury my head into her neck and lick just below her earlobe. I force the dildo against her cunt and with a harder thrust it slips inside her and I sigh with happiness. I place a hand on her breast, my head pushed against the pillows and I move myself in and out of her. She moans slightly and I feel her try to shift underneath me. I freeze. She breathes deeply then settles back down, her body still again. I pick up the pace. I want to cum, but I can't wake her. Dammit, I want to make her cum. I push the dildo into her harder and harder until I feel her pussy touch my thigh. I've pushed my artificial cock deep into her cunt. I moan. I thrust against her, not bringing any of my cock out of her pussy , and I groan as each thrust puts pressure on my clit. I place a hand underneath me and rest a finger on my clit, increasing the pressure. I bite her neck gently as I feel my orgasm coming. I shiver and grunt into the pillow as I ram myself into her harder and harder. I squeeze her breast viciously, kneading it for all I can. I moan out loudly and thrust myself into her once more before my orgasm runs through my whole body and I collapse on top of her. I breathe deeply and try to catch my breath. My dildo still insider her, my hand still on her breast. I lay there for almost a minute, breathing deeply before I rise and begin to slowly pull the dildo out of her. "Fuck" She whispers.