The party had long been over and Emily was staying the night with her long time friend Ben since her ride had left early that night without telling her. Ben had convinced her he didn’t mind her staying the night and he would give her a ride the following morning. It would be just like old times he said when they use to hang out late at night as college kids and watch comedies. After lending her some pajama pants of his and a comfy t-shirt, watched some late night comedy, Ben had let Emily sleep in his bed while he would sleep out on the hide away. Emily had headed into the bed room and crawled into the bed, bundling up in Ben’s blankets. Secretly she had always had a mild crush on Ben, but had never let it get in the way of their friendship. The smell of Ben on his blankets stirred thoughts in her mind, thoughts that she had never acted on.
In the living room, lying awake on the hide-a-way bed, Ben stared up at the ceiling as the TV played idly lighting the living room. He couldn’t stop thinking of Emily. He had always thought that she was kind of pretty, but the way she looked tonight was amazing. Her red hair was aflame and the way that dress of hers hugged her curvaceous hips had made him want to run his hands across her tummy and dig his hands into her hips. His thoughts kept drifting over her face down her full breasts sliding across her tummy and down those legs, creating numerous enticing scenarios in his head. Ben felt his cock swelling inside his pajamas, he mindlessly ran his hand over it as his day dreamed further. He imagined lifting Emily’s dress slowly as she slowly crawled up on top of him as he slid his pajamas down his below his balls and began to stroke himself gently, making long soft strokes, rubbing his hand over the head of it he smeared some precum down over his cock. Keeping a slow pace he let his day dreams run wild. He wasn’t sure what he was going to do if he came while jerking but it was the least of his thoughts at the moment.
Emily lay awake wrapped up in Ben’s blankets, restless as she couldn’t get over how cute she had thought Ben looked. His black curly hair made her want to run her fingers through his hair over and over. Those blue eyes of his looked beautiful and always seemed to light up when he was being awnry. She had kept watching his lips move as he talked about a current set of illustrations he had been working, though she we get lost in wanting to touch them and kiss them so much that she wasn’t even entirely listening as much as she was day dreaming, though she could manage to keep him thinking that she was engaged in the conversation. She had always crushed on Ben, but had always wanted to keep the friendship unaffected by it, unless of course Ben had made a move, then well that would be a different matter. Though she couldn’t stop her mind from where the thoughts kept taking her. She kept imagining Ben crawling into bed with her, kissing her and slowly undressing her, letting him search her body over with his hands. The smell of his blankets took her imagination higher. Her hands searching over him and removing clothing. She began to feel wet, and squeezed her thighs together as the pressure swelled. She bit her lip as she slid her hand down inside the lace of her panties and gently caressed herself. Her fingers working small circles around her clitoris and a subtle little stroke down her lips and back.
Emily paused and thought for a moment about making a pass through the living room to use the restroom, however in only the t-shirt she was going to sleep in and her lace panties. Hoping that maybe Ben would be awake enough to notice her and see where things might go. She removed her pajama pants that Ben had loaned her for the night and kicked them off under the blanket and then slid her legs out and around off the edge of the bed. She grabbed the excess of the bottom of the t-shirt and pulled it tight, making all the details of her voluptuous breasts press through the fabric. She tied the excess in a knot at her side and stood up tip toeing to the door, as she would exit the room she would walk heavily on the wood floor to get Ben’s attention. As she approached the door she could see movement on the hide-a-way. Perfect, Ben was awake she thought, he will surely see me. Then as her eyes adjusted she began to see that the blanket on him was kicked off down to his feet and could well see his exposed cock being stroked and worked with his hand as he lay with his eyes closed. She leaned closer to the door holding her breath, her eyes wide as she tried to take in the view. She had never seen Ben naked before, and had wondered now what she would have done if she had before. His abdomen was tightening as he masturbated and she thought how amazingly sexy he looked. She could see the light from the tv reflecting off of the sweat that was beading across his stomach and chest. She felt herself becoming wetter and then realized she hadn’t taken a breath in some time. She gasped for breath aloud. Ben froze as he realized suddenly that Emily was in the doorway. He pulled up his pajamas really quick embarrassed.
“Oh my god, oh, um oh gah, Emily…..” he stumbled over words as he was ripped from his dream world into the reality that his beautiful friend who he was masturbating to, had caught him jerking himself out in the open, “I uh, thought you were asleep….!”
“No no…I’m sorry, I didn’t mean to… uh…” Emily blushed as she palmed her face with both her hands then talking through them. “Sorry, I shouldn’t have been star.in.g.. I mean I was on my way to the bathroom…er…”
Ben noticed as soon as she raised her hands to her face that she was now only wearing a t-shirt that was pulled very tightly exposing her beautiful breasts and a pair of panties that almost left little to the imagination. His arousal still evident through his pajamas.
Emily looking for words to say in the silence, dropped one hand to her side and ran her other hand partly through her red hair and scratched the side of her head as she looked back up to Ben to see him now looking over her body, and then noticed his arousal still pressing his pajamas tight.
Emily took a few steps into the room now running her hands over each other, her outfit seemed to be working to her advantage as the look in Ben’s eyes seem to grow. “Ya know, you didn’t have to stop.” she found herself saying with curious courage.
“Uhhh, ha, um how long were you standing there Em?” blushed Ben, “I mean, wow. Uh, god, you look amazing right now. I uh.”
Emily chuckled a little as she stopped mid way into the living room keeping on knee bent and pressed across to the leg supporting her body. Ben’s gaze crawled up her smooth legs over her lace panties up her exposed soft belly and rested momentarily on her plump breasts before settling into her eyes which were aglow from the TV’s light.
Emily tilted her head at Ben and then walked to the hide-a-way bed and crawled up slowly over and straddled Ben’s legs. His hands instinctively caressed her beautiful hips as he felt her thighs and butt pressed down onto his hips. God, he loved her thick hips. He ran his hands up her side, letting his thumbs slide up the sides of her belly, and then lowering his hands back to her hips. Emily giggled and ran her hands up his stomach raising her gaze to meet his eyes.
“Are you sure you want to do this?”, Ben asked as he leaned in to kiss her.
Emily met him half way, “Absolutely” she whispered before touching her lips to his. She tilted her head to the side as she pressed into his kiss. She leaned against his chest pressing her breasts into his him as her arms wrapped around his neck.
Ben pulled Emily towards him realizing how erect his cock was, as her crotch pressed against his and her hips settled over his lap. God, her body felt perfect he thought. Her thick curves felt amazing as he dug his fingers tightly into her hips and moved his face down to kiss her neck. He had never thought this would have ever had happened. He slid his hands up her sides and reached his hands around to the knot she had tied in the shirt and untied it. The excess fell loose and he slid his hands up under her shirt and cupped her breasts in his hands, his fingers sliding over the tops of her nipples. He worked his mouth down her neck placing kisses upon her skin. Each kiss he touched his tongue to her giving her a gentle lick before sucking ever so gently on her.
Emily ran her hands down Ben’s chest and down his abdomen until he slid her fingers down under the waistband of his pajamas. She leaned her head down into his neck, taking in his scent and then nibbling on his ear as she enjoyed the kisses on her neck. She toyed with his waistline pulling it lower until the top of his cock was exposed. She rubbed the top softly, feeling how swollen he felt. She wanted him. She released his ear from her lips Then kissed his lips pressing her tongue past his lips and finding Ben’s tongue she allowed herself to get lost in the moment. Sliding her tongue across his and pressing her lips into his. Tilting her head to the side to take the kiss deeper. Her hands grabbed the sides of his waistband and began to slide them down as she raised her hips up off of him.
Ben dropped his hands from her breasts and helped remove his pajamas, as the slide down his cock was given the freedom it waited for and stood erect, he kicked the pajamas free from his feet and then grabbed a hold of Emily’s waist and caressed her as she lowered back down onto his lap. His cock pressed against her panties filling the give of the plump mound hidden beneath. He felt his blood boil as his excitement grew. He pulled her hips as he pressed up harder against her and could feel the wetness in her begin to seep through her lace panties onto his skin. As he leaned against the back of the hide-a-way couch he lifted the shirt she was wearing up above her breasts and she lifted her arms so he could remove the shirt. Tossing it to the side he took in the beautiful view of her wonderful curves, then pulled her against his chest and begin to kiss her with a passion that grew as he felt his body heat up.
Emily fell into his kiss, grinding her covered vagina against his cock, her hands latched into his shoulders, she dug her nails in as she rocked atop Ben. She wanted him so bad but also wanted to savor this, how long she had wanted him like this. Take your time and enjoy it she thought to herself, rocking back and forth, grinding, rotating her hips atop him. Her tongue sought after his again and again, then sucking on his lip she gave it a slight tug before pulling away and sliding down his check kissing his neck and chest and gliding her breasts over him. She slid her body back over his legs until she rested on her hands and knees, she grabbed his cock with one hand and then lowered her mouth to it teasing the tip with her tongue. Wrapping her tongue around the top and working circles around it. She gripped her hand around the base of his cock firmly and took him once fully into her mouth feeling him slide back into her throat slightly and sliding her mouth off of him. She began to stroke his now slippery cock slowly.
Ben moaned as he reached out and locked his hands into her fiery red hair. He looked her over from his view, she had a beautifully shaped back, her shape and form was magnificent, he gazed and lusted over the way her butt looked up in the air, her panties hugging so tightly to her, the were pulled taught in between her cheeks, he wanted to squeeze his hands into her butt, he moaned again as he felt Emily’s mouth suck the top of his cock. Her lips slid down him and felt her take him all the way into her mouth, she slid her mouth back up with her tongue hugging the underside of his cock and then she maintained a rhythm of up and downs with tongue flicks that had Ben holding his breath as he leaned his head back against the couch. Ben wanted to taste her to experience her to make her feel as good as she was making him feel. He reached for her face and slowly lifter her head up to meet his gaze. “My turn..”, he said with a sly smile.
Emily got up to her knees as Ben removed himself from under her. He rose up on his knees to meet her face to face and kissed her and then kissed her neck, working his way down until he found her breasts. He rested his hands on her waist, and slide one around to the back and squeezed her round bottom. He kissed her breasts and sucked on her nipples passionately. He pressed her hips down until she sat on her feet and then guided his hands down her hips and pulled her legs in front of her. He continued to kiss her as he lowered her onto her back. As she laid on the bed with her arms above her head, her breasts splayed apart on her chest, Ben kissed and suckled on her skin as he made his way across her tummy. He grabbed the waistband of her panties and slid them off of her legs. Emily gladly assisted by lifting her legs. Ben tossed her panties to the side and then parted her legs and lowered his head between her thighs. She could feel his breath on her. She felt open to him.
Ben slid his fingers across her mound, feeling her lips part easily against them. She was so wet and warm. He lowered his mouth and let his lips rest on her clitoris, giving it a soft suck and then slid his tongue against it. Making small gentle flicks against her bud, Ben wrapped on arm around one of her legs and fondled her hip and cupped her buttocks into his hand, digging his fingers into her.
Emily ran her hands through Ben’s hair and pulled his face harder into her. Ben opened his mouth a grabbed her lips and sucked them before parting her open with his tongue and lapped at her. Penetrating her with his tongue and licking up her to her clitoris, giving it subtle attention and sucking on it. He slid his thumb inside her as he continued to lick her and suck on her lips. He withdrew his thumb and then inserted two fingers inside her and begin to finger her. Emily’s insides were swollen tight and she wanted him but was enjoying everything he was doing and could stand to rush it. Ben continued to slide his fingers inside her and spread her open as he dipped his tongue as deep into her as he could, lapping her up and licking the inner walls. He was amazed at her taste, her chemistry was perfect. Her scent, her taste, her body, perfect personality. How had he passed all of this up all the years they had been friends.
Ben sucked on Emily’s clitoris, tonguing it and pulling gently with his lips and licking the hood of it. He removed his fingers from her and cupped her bottom as he ran a finger between her cheeks over her tight back door. He felt Emily raise her hips up, pressing into his mouth harder and making room for his hand. Ben ran a finger over it again teasing it as he continued to suck on her, but his arousal was pulsing, he wanted in her. He had felt her wet, warm, swollen mound against his lips long enough. He wanted to sink into her. He lifted up from her and on his hands and knees he crawled up her body licking her tummy and breasts until he was above her face to face. She rose up and met him kissing him, tasting herself on him. Ben drove his tongue into her mouth and caressed her breast as he pressed her back down into the mattress. He guided his cock towards her mound and parted her open as he slid the top of his cock against her lips. He eased inside of her feeling her swollen walls give to him. He pulled back and then pressed again, starting a rhythm that cause Emily to arch her back trying to get Ben to slide deeper inside her. Ben placed an arm behind the arch she had made to keep her pelvis at that angle. He fondled her breast and circled her nipple with his fingers while passionately kissing her. He waiting for the moment when he though that Emily was use to his pulsing shallow thrusts and then drove his cock inside her fully, pressing his head against the back wall of her. Emily gasped surprisingly and let out a low growl as he turned her head and bit into Ben’s shoulder.
Ben withdrew to the tip and then thrust against, then made a few shallow thrusts followed by a deep thrust again until he had started a new rhythm. He would pause occasionally during a deep thrust and grind his pelvic bone against her clitoral region before continuing with his thrusts Ben loved keeping her back arched, he loved feeling her torso against his. She felt like a goddess to him, he doubted he could ever want to be less than her lover after this.
Emily wrapped her arms around Ben and grabbed his butt and clasped her legs around his and pulled him deep into her. She moved her hands up his back and dug her nails into his back and streaked his back with little scratch marks. Her legs wrapped around him and locked, tilted her hips perfectly, opening her up. Ben began thrusting harder, driving as deep into her as he could. His pace was quickening. He could hear Emily moaning in his ear and her breathing was heavy. She was so wet he slid so smoothly in and out of her, her thick thighs were tightening around his waist. Ben managed a last-minute thought, “Em, I don’t have any condoms here.”
“It’s ok, cum inside me….I’m on the pill,” Emily managed as she felt her climax rising higher.
It was all the motivation Ben needed as he began thrusting harder, each thrust to the hilt, his balls slapped Emily’s buttocks as he drove each thrust. He felt his climax rising, the tightening in his loins. His back muscles clenching. This last change in speed and pressure took Emily over. She began to cum with an intensity that made her lose the world. Ben followed soon behind as the Emily’s whimpering and heavy breathing told his body to release. He came in ropes of pleasure in her as drove his cock deep inside her. Holding back a roar behind his clenched teeth. Emily was panting in his ear and then bit deep into his shoulder to keep from screaming. Together they shared bliss and ecstasy.
Ben collapsed into Emily’s breasts trying to catch his breath. Both their bodies were covered in sweat and the heat was radiating off into each other. Emily unlatched her legs from around Ben as she tried to catch her breath. Ben kissed her neck gently, and then rolled over on his back pulling Emily on top of him. He kept his cock inside her, he was reluctant to pull out from her. She felt great and had no urge to be apart from her. Emily’s red locks dangled over his face. He reached up and pulled her head down to meet his as he searched with his lips to find hers. She met his kiss. Emily tilted her head as she ran her fingers over Ben’s chest.
“You’re amazing..” Ben panted as he still tried to catch a full breath. He wrapped his arms around her and pull her close to him and cuddled her.
Emily giggled as she lay on his chest. “I didn’t expect this to be the way the night ended.”
Ben tilted his gaze down at her and with a sly voice, “Who said the night had to be over?”, and lifted her face back to his and began to kiss her passionately again as if his stamina had never left him. He still felt hard inside her and he grabbed hold of her hips and started rocking her on top of him.”Who said we have to end at all?”
Emily giggled, “I think I could see you on a regular basis, if you’d like?” as she rocked her hips against him.
“More than anything Em.” Ben said as he pulled her back down and began kissing her.