Sleepover Surprise

I keep the lamp on the nightstand on as I crawl into bed as carefully as possible, trying not to disturb Dani. Dani and I are both in grad school, and I met her social at a local bar. We hit off right away and became fast friends. She's gorgeous, or at least to me. We're around the same height, about 165cm and she's petite with a great ass and is about a 34B from what I can guess. I've never seen her naked, but god how I want to. As far as she's told me she isn't interested in a relationship, with a man or a woman. And as far as I HAVEN'T told her, I'm interested in a relationship, with either a man or a woman.

Anyway, tonight she asked to sleepover because her roommate's been getting on her nerves. We only live a few blocks apart so it's really no trouble at all and plus, I like the extra warmth in my bed. I like to sleep naked, but make it a point to keep my clothes on whenever Dani's over because I don't want to think I'm parading my body off to her...though I secretly wish I could.

Damn, Dani's so hot. She's already sleeping soundly as I snuggle into bed close to her, but not too close. She's wearing short shorts and a long t-shirt, no bra - I can tell because her breasts fall naturally as she lays on her side, facing me. I love the way her hair over her face, cascades of dark brown. Her beautiful full lips are just begging for me to kiss them. I turn the light off and squeeze my eyes shut to resist.

I tend to curl up on my side when I sleep, bringing my legs up close to my stomach. I can really feel the heat between us and I grow hotter as I imagine her reaching out to caress me. I'm starting to sweat so I slip of my sweatpants to just my panties. She rolls over, disturbed from the movement, but still sleeping. Damnit. I silently curse myself for moving too much. But then I notice that when she rolled over it caused her loose tee to slip a little off her shoulder, exposing a good amount of cleavage in the moonlight.

Not able to resist my desires anymore, I slide closer to her and hug her from behind. She doesn't stir, which I accept as my cue to continue. With my right hand, I run my fingers through her long silky hair, with my left I slowly it slip under her shirt and hold her full, perfectly shaped breast in my hand. I give it a small squeeze and work my way to her nipple, rubbing and pinching. Oh god, I feel myself getting wet down there. She reacts to my touch and her eyes flutter open in shock. I freeze, not knowing what I've gotten myself into. She smirks and catches me off guard by rolling over and kissing me full on the lips.

Her lips feel and taste amazing. Exactly like I imagined.

"Don't stop," Dani whispers. She rolls onto her back and I straddle her, carefully slipping her shirt off as I continue to work on both her breasts now. I bend down to take her right nipple in my mouth and I hear a soft moan escape her lips. My tongue flicks back and forth faster as her nipple grows harder under my touch. I'm dripping now and I want to know if she is too.

Still caressing her breast with my left hand, kiss my way down to her pantyline and feel her buck up slightly in anxiety. I've been waiting for this forever. I slip her panties off and spread her legs. She's clean-shaven, and slick and glistening from all the excitement. I run my tongue over her clit to taste her juices and Dani moans a response. Mm...so sweet. I lick around her labia just toying with her for a bit until I slip my tongue in.

I dart in and out, really lapping up all her sweet juices until I bring my lips back up her face and slip my tongue in her mouth. My fingers continue where my tongue left off and begin to fuck her pussy. She bites my lip in response. Her breathing's getting short and rapid. I can tell she's really enjoying this and it only encourages me to work faster. My fingers are going back and forth hard, just waiting to hit that g-spot.

Her hips are bucking in motion with mine and we're kissing so much more passionately. Every other kiss a loud moan escapes her lips and I'm waiting for that moment of her sweet release. I pump harder and faster until she can't take it anymore. I feel her fingers scrape across my back as her body shudders in mid-air and she cums all over my fingers. I continue to finger fuck her until her orgasm subsides and my fingers are all drenched in her cum.

Her breathing slows down and a huge smile spreads across her face, "your turn," she says and quickly switches places with me. Her hands are down my panties faster than I can even catch my breath in surprise...