Ambient Dreams Ch. 01

She had no idea he was waiting for her.

He'd first noticed her in the lobby. She was attractive, but not overly so. She was dressed simply in jeans and a sweater that at once hid her body, but suggested that what lie beneath was shapely and soft. Pretending to be engrossed in some application on his phone, he listened as she explained to the desk clerk that she was travelling alone now and needed to change her reservation from a suite with a king bed to a single.

She mumbled something about her ungrateful boyfriend, but the uncaring woman behind the counter handed her the room card, abruptly saying "You're in 515, have a nice stay."

She acknowledged the clerk's rudeness with a sarcastic "riiight", gathered up her bags and headed to her room.

He'd stayed in the hotel many times before and made a few acquaintances during his visits. One was an average looking cleaning woman in her late forties. He'd let her blow him a few times in the supply closet. Apparently she had a thing for younger men, anonymous oral sex (particularly rimming), and swallowing great gobs of cum. He was happy to oblige her, and he didn't have to play any games with her. On their last tryst two days ago, she'd dropped her master access room card in a rush to avoid getting caught by her coworkers while blowing a guest in the room she was cleaning. At first, he intended to give it back to her, but after considering the possibilities, he'd held on to it. He knew she had a few days off and wouldn't start looking for it until she came back to work.

And that's how he got up the service elevator and into the girl's room before she did.

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She walked into her hotel room oblivious to the man waiting in the closet and began to unpack. He could see she was in a hurry, almost frantic, tossing things on the bed, across the back of a chair and even in the corners of the room. Everywhere but where they belonged, least of all, the closet. He watched her dig out a small bag of personal items out of a small suitcase, and then focused on her ass as she went directly into the bathroom to take a piss and wash up. Now he knew why she was in such a hurry.

She came out, tight black jeans still undone and riding low on her shapely hips, lacy pink panties barely visible beneath and walked towards the bed. She sat down and kicked off her shoes and socks then did that toe-curling-in-the-carpet from Die Hard. He had to stifle a laugh, but she actually seemed to relax a bit afterward.

She picked up her phone, tapped the screen a few times and sighed. "Bastard!" was all she said as she tossed the phone onto the chair next to the bed and began to cry. Not sobbing so much as that "I'm just so tired of this!" kind of crying you feel when you reach your emotional limits. It didn't last long, but when she looked up eyes puffy and red from the tears, he could see she had reached her physical limits as well. She was exhausted. He felt genuinely sorry for her which made him feel a little awkward seeing as how he was hiding in the closet, an unwelcome, unknown observer of her sadness. He found himself feeling the need to comfort her, but was also turned on by having secretly witnessed her raw display emotions. The growing bulge in his pants was a good sign of just how turned on he was getting.

She was spent now, and crawled back up onto the bed to get more comfortable. Her tight sweater got twisted up as she moved and was binding her uncomfortably, so with a little tugging and grunting, she took it off and threw it across the room. Beneath was the matching pink bra covering an amazing set of tits. From the way they moved and jiggled, he knew they were real. Not big tits, but from all indications a nice, all-natural c-cup rack. He hadn't noticed it in the stuffy closet, but it must be a bit chilly in the room, because her nipples clearly popped up like too little erasers beneath the lacy pink material. That kicked his semi into a full on raging hard-on. Sadly, the show didn't last long. She reached for her purse, rummaged around a bit looking for something and took out a bottle of pills. She fished two or three of them from the vial and swallowed them dry, tossing the bottle back in her purse. She then turned off the light, pulled the comforter over her body, curled up in a ball and went to sleep.

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It took a few seconds for his eyes to adjust to the sudden darkness, but eventually he could make out her shadowy form on the bed. Light from the window cast everything in deep shades of gray and the headlights of passing cars on the freeway made the shadows dance around the room creating the appearance of movement where there was none. She lay still on the bed snoring quietly in her sleep.

"She may be peaceful", he thought, "but I still have a stiff cock and a load of hot cum burning a hole in me!"

Fear of being discovered kept him still and quite for some time, but eventually he couldn't wait any longer. He looked around for a towel, but didn't see anything within reach. The last thing he wanted to do was rub one out in the closet and leave DNA everywhere if he was caught. The passing car on the highway overpass illuminated the room like a spot light, shinning on her open travel bag. It was the small one where women usually kept their silky under things. In her haste to unpack, some of her lingerie had spilled out. On top was a pair of white granny panties (the kind every woman has).

He opened the sliding closet door slowly and as quietly as he could, and then paused to see if she noticed; but she was still out. Emboldened, he stepped from his hiding place into the cozy hotel room. Two short steps later, he scooped up the panties and headed back to his hiding place... but he stopped dead in his tracks when she rolled over onto her back and moaned softly.

"I'm busted!" his brain shouted, but when she didn't start screaming, he relaxed and turned around.

She was sprawled on the bed on her back; the comforter had fallen aside revealing once again her partially naked body. Only this time her right breast had slipped from her bra showing much more of the creamy white skin and most of her pink nipple, now even more erect without having to struggle against the constraining fabric. Though still covered, he could tell her legs were parted. He couldn't be sure if it was just how she had turned over, but it looked like her right arm was draped suggestively between her thighs. Her head was close to the edge of the bed, turned slightly to the left; eyes closed, full, red lips parted seductively. Unconsciously, he took a step towards her, but stopped when she moaned again, this time slightly deeper and louder and... sexier.

It might have been the hottest thing he'd ever heard.

"Fuck this!" he thought, "I'm gonna die if I don't take care of things right now!"

With new, lust-fueled courage, he walked over beside the bed, dropped his jeans and boxers to his ankles. The tip of his hard cock glistened with pre-cum as he took hold with his right hand and slowly massaged the sticky liquid around the head of his dick and up and down the swollen shaft. He quickly got into his favorite rhythm; down, up, down, up, around the head, down, repeat. His pace quickened and his balls tightened with anticipation. He forced himself to slow down.

She moaned again, which drew his attention to her lips. They were parted wider now and he could see her tongue between her teeth. He'd seen this look many times before; she was either dreaming about kissing someone, or maybe blowing them. Either way, it was hot and he could feel himself getting close to cumming. He hadn't realized how close he'd gotten to her until he smelled her perfume. It was subtle, slightly flowery and mixed with her personal musk. He leaned in closer for a better sniff when a small drop of pre-cum slid down a silky line from the tip of his throbbing cock and the corner of her lower lip.

He stared at the glistening thread connecting them for what seemed like forever, afraid to move. What happened surprised him. She sensuously licked the offending drop from her lip and opened her mouth wider as if to say "More please!" This was too much for him. He'd snuck into her room to watch her get undressed, jerk off in a towel and sneak out while she was in the shower. Now he was rubbing his cock inches from her sleeping face and watching as she seemed to enjoy the taste of his juices. His stroking took on the frantic pace men use when there's no turning back. It took every ounce of his will power not to cover her beautiful sleeping face with spurt after spurt of thick, hot cum.

Instead, he pumped his considerable load into her white panties. The orgasm made him weak in the knees and it took him a few minutes of standing there with a cum-smeared cock in one hand and a pair cum soaked panties in the other. She hadn't moved, still lying there, partially exposed, right hand between her legs, mouth open and inviting. Whatever she had taken to help her sleep must have been some powerful shit, because she was out like a light. With his lust not driving his every thought, he managed to realize that despite her drug-induced slumber, he was going to get busted if he didn't get the hell out of this girl's room.

But then, he saw her run the tip of her tongue across her lips and common sense went right out the window.

His dick had gone a little soft and was still wet with cum, but apparently it was still in control. Before he could stop himself, he dropped the head of his dick between her open lips. She flinched slightly as the warmth and weight of his cock settled on her lips. A second later her tongue came up from below and tentatively caressed the crease on the bottom of his cock. With few more flicks of her tongue, like a snake tasting the air, the sleeping girl decided she liked what was dangling before her and took his cockhead into her sleeping mouth.

As if on autopilot, she began giving him the best head of his life. Her left hand came up to gently cradle his balls and she moaned softly as she took his stiffening cock deeper into her warm mouth. He had heard of people doing some crazy things while they were asleep, but this took the prize. She turned to the side slightly to get at his cock from a better angle, and in the process, her partially exposed breast fell out completely.

"Yup!" he thought, "They're real, and perky as hell too!"

She continued to kiss, suck and lick his member, sometimes painfully slow, other times with a wonton hunger most women never show. He wished he knew what was going on in her head, because she was getting more and more worked up without any sign of waking up.

The hand between her legs had been motionless so far, but that changed when she deep throated his cock up to the balls. He wasn't hung like a porn star, but his dick was a little over 7" when hard and most girls can't take that much meat in their mouth without gagging. This little sleeping slut took it in like a pro and immediately started to work her hand into her panties and rub her clit.

"Man, no one would believe this... no one!" he thought. "Even she won't remember a thing. Heh, I should leave her something to remember how much of a cum-slut she really is."

He reached for the phone she had tossed onto the chair.

"Let's see..." he thought as he opened the camera app on her phone noticing she had been calling somebody named Michael at least ten times, with no answer.

"It must be her boyfriend. But who would blow off a fine piece of ass like this?" he wondered.

The camera application was one of the new ones with light enhancing features; no flash required,

"Perfect!"

He started with a simple shot of his balls bouncing off her chin while she devoured his cock. Even with her eyes closed, you could totally see how much she was diggin' this. Next, he went for the titty shot, and carefully pulled her bra up so both tits dropped free. He grabbed hold of a nipple (and received a little moan of pleasure from her in response) and took the shot.

"Nice!"

Next he tried for a full body shot, but it took a few tries to get the angle. The best of the bunch was when she pushed her jeans and panties off her hips and had two fingers buried in her twat, his cock balls-deep in her mouth and pinching her own nipple.

"A fucking masterpiece, if I say so myself." he bragged to himself.

He was careful not to get his own face in any of the shots, but there was no mistaking who the cock-sucking little whore was. He texted copies to his burner phone for later and then to Michael, just for a few laughs.

"Dude should know what his old lady does when he isn't around." He muted the phone and dropped it back on the chair.

The last bit with the texts made him realize "This is crazy! Any second this woman is going to wake up with my cock in her mouth and freak the fuck out."

But every time he started to think rationally, she would do something new that made him forget common sense. This time, unsatisfied with simply sticking her hand down her pants, she had squirmed her way completely out of her jeans and panties and managed to tangle them around her ankles, essentially binding her legs. Even if she woke up, she wouldn't run very far.

With unrestricted access to her cleanly shaved snatch, she was free to work herself into a sexual frenzy. She continued to suck his dick and work his balls with her left hand. Once in a while she'd deep throat his cock and give his scrotum a firm but gentle squeeze. She paid equal attention to her own pleasure with her right hand. She worked her clit in small circular motions with two fingers for a bit, then plunge them in to her cunt between her swollen labia. Her pussy had become dripping wet from her rubbing and fingering herself she had worked up to burying three fingers up to the knuckles and was getting close to adding a fourth. Every so often she'd drive her hand deeper between her legs spend a few seconds rubbing her tight anus and dipping a finger in good and deep.

The sweet, musky smell of her aroused pussy hung heavy in the air of the small room and drove him even deeper into a lust fueled haze. Her left hand left his sack and joined the other between her legs. She squished her four fingers together in a tight wedge and began working it into her dripping pussy while continuing to circle her clit with her other hand and work the head of his cock with her tongue. Her right hand disappeared around her back, and with a little gasp she stuck two fingers into her willing anus.

He felt her shudder a bit, and pause as her first orgasm trickled through her glistening body. Taking only a moment to enjoy her little "gift", she returned to business with renewed vigor. Her orgasm had filled her cunt with even more juices, thicker and silkier now. When she slowly slid her left hand out of her pussy, it was slick with girl cum, and a small trickle of milky liquid dripped out of her gaping hole and down to her asshole.

For the first time since she'd taken his cock in her mouth, she released it. For a moment he was afraid her orgasm had awoken her. Instead, she began to lick and suck her pussy juices off her fingers; all but one. Her snack had smeared her juices across her lips and chin, and licked away what she could reach before resuming work on his cock. She sucked his dick in long, slow motions and then drove it deep into her hungry mouth, but instead of squeezing his balls again, she thrust her remaining girl-cum coated finger deep into his anus. He almost fell over it felt so fucking good.

"This chick is a better fuck asleep than my last three girlfriends were wide awake and trippin' on Ecstasy."

With her finger deep in his ass, and her hot mouth around his dick, he knew it wouldn't be much longer before he came. She seemed to be getting close to a second, much bigger orgasm of her own because now she was grinding her hips in time with the increasingly rapid motions of her right hand on her clit and the back and forth magic she was working on his dick. Every time her fingers would finish their circular course around and over her engorged clit, she would flinch slightly and drive her hips forward and her fingers deeper into his ass. Her mouth moved up and down his shaft, everything falling into a sensual rhythm of pleasure and rapidly building anticipation of mutual climax. Each stroke, each synchronous moan brought them closer to the release they both craved, but only... after... just... one... more...

They came as one.

He grasped the back of her head with his right hand and drove his cock deep into her mouth just as he unleashed the first of many large spurts of hot cum directly into the back of her mouth and down her throat. If she didn't want to swallow his cum, there was nothing she could do about it now. But her orgasm hit her like a freight train just as his first load hit that back of her throat. Hips thrust up off the bed, back arched, toes curled; her fingers held motionless on her clit in the perfect spot to prolong the experience as long as possible. Her whole body quivered uncontrollably for what seem like an eternity taking load after load of a stranger's cum down her throat and riding out the most amazing orgasm of her life. Spent, her body relaxed with a final moan and collapsed onto the bed, mostly naked, covered in sweat, with her own cum dripping from her pussy and his trickling from the corner of her mouth. She was still asleep.

His cock slipped from her mouth and he stumbled back onto the chair.

"Holy shit!" he said out loud for the first time, "That was fucking amazing!"

If she heard him, all she seemed to do in response was crack a small smile that in the odd lighting of the room looked a little like a shit eating grin.

"It's time to get the fuck out dodge." he thought pulling up is boxers and jeans.

He couldn't resist giving his sleeping beauty a goodbye kiss on the lips. To his surprise, she returned the sweet, sensual little kiss with soft lips and a gentle, but eager tongue.

Before he left, he pulled the comforter over her exhausted body and whispered

"Sleep well darlin', I hope the pictures I took with your phone help you figure out why you're naked and you have dried cum on your chin."

On his way out the door he noticed her purse on the floor, its contents dumped to one side. On top was the bottle she took pills from when this all began.

"Fucking Ambien! No wonder she was a cock-sucking little zombie. That's so awesome. They should add this little adventure to their commercials... I'd bet their sales would go through the roof!"

Looking back at her as he closed the door behind him, he could tell she was still asleep. Earlier she looked anxious, angry and tired, but now she looked relaxed, content and peaceful. Not bad for being molested in your sleep by a total stranger with a stolen key to your room.

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End Part 1