A Friend for Valentine's

I sat back down on the bed and leaned back against the wall. The wait was impossible, and all the while my cock was straining inside my jeans and I was trying to fight back the butterflies in my stomach. All I could hear was the hiss of the radiator, the sleet bouncing off the window, and the sound of my pulse pounding in my ears. I was so worried I was somehow going to screw this up, or that it would go horribly wrong and destroy our friendship forever. As the seconds ticked by, I started to wonder if I should find some way of backing out.

Finally, Sophia returned from the bathroom. Her makeup had been restored to what I had only caught a glimpse of earlier that night. Her dramatic eye makeup played up the beauty and slightly exotic nature of her brown eyes. Her skin had a warm glow, and the hearts on her cheeks, far from being kitsch or silly, added a perfect accent to an already perfect face. Any thoughts of backing out evaporated the moment I saw her.

She slipped off her slippers, then, standing in front of me, let her robe fall to the floor. Now that she was facing me I tried not to stare at her body, covered in nothing from the thighs up except the tiniest piece of sheer red lace. She was practically nude.

Noticing I was only looking her in the eyes, she smiled and put her hands underneath her breasts, pushing them up. "These are my boobs," she said. "Go ahead, you can look at them if you want." I smiled and accepted her invitation. Her breasts weren't large, but they were every bit as beautiful as on any centerfold I had ever seen. I looked back into her eyes, and we held each other's gaze as she walked towards me and slowly sank to her knees.

I moved to sit on the edge of the bed, and she spread my legs apart and got between them. She looked up at me with yearning in her eyes as she ran an open hand along both of my thighs, finally coming together at my crotch. She slowly unzipped me and reached inside my fly. The feeling of her reaching around inside my briefs, her soft hand exploring around my cock and balls, was delicious. After a bit of a struggle she was able to maneuver my penis so that she could extract it from my jeans.

For a moment she simply held my rock-hard erection in her hand. She tilted her head up towards me, and I leaned down towards her. Our lips met and we kissed passionately. With one hand I caressed the back of her head, feeling her soft hair between my fingers. She placed one hand around my back, while her other hand stroked up and down my dick. It was a little bit uncomfortable, being dry, but I didn't care enough to say anything about it.

Sophia broke our kiss and looked straight at me with fire in her eyes, her face a mask of wicked passion. She sank back down so that her face, her beautiful, beautiful face, was right in front of my cock. All the time she never broke eye contact with me. With her hand she guided it towards her lips and slowly, tentatively at first, licked the head. A shudder of pleasure went through me. She started taking long, slow licks up the shaft, like someone might eat an ice cream cone. Each lick felt warm and luxurious. I had forgotten how wonderful this felt.

I moaned. She responded by closing her mouth around the head and swirling her tongue around the tip. Then, bit by bit, she took more of me in her mouth, all the while swirling her tongue around me. The feeling of warm wetness enveloping me was indescribable. I moaned more loudly this time and carefully leaned forward, freeing my hands to play with her hair.

Sophia started bobbing her head up and down on me, just like she had seen in all of the porn videos we had watched. All the while she never let go of me with her hand, which was now gripping the base of my cock. I was hard as steel, and I'm sure she sensed that as she continued to move her head up and down. For a moment her teeth grazed me.

"Ouch! Teeth!" I said.

"Ah-wee," she apologized, her mouth still around my shaft. Her eyes smiled at me. I smiled back at her.

She brought her other hand over to my dick, and started stroking my saliva-slick rod with both hands as she continued to move her head up and down. She would pull off of me with her mouth and pump me with both hands, then go back down on me and bob up and down, then pull off again, pump me, then go back down. Sometimes she would pull off of me and lick me up and down. I loved the variety in how she pleasured me. I couldn't believe how expertly she handled my manhood. She must have paid good attention to what she'd seen.

While she drove me to higher plateaus of pleasure, I moved my hands from her hair down to her shoulders, rubbing and caressing them. When I leaned forward even more to reach for her breasts, she let out a load, low moan. I could just reach her nipples, and started lightly playing with them. This drove her to suck and lick and stroke my cock even more passionately.

I started feeling that familiar pressure build up in my loins. My cock started to throb, and I think Sophia sensed this, as she let out a low growl and her eyes drilled straight into my own. We were both breathing heavily as her oral ministrations became more urgent. I could see her nostrils flare as she struggled to take in enough air. It was amazing, seeing that angelic face, with the innocent-looking hearts painted on it, in such a lewd situation.

"I'm going to come soon," I said softly.

"Mmmmmmm," was all she said in response, as she quickened her pace even more.

"I just... want... to warn you," I said between breaths. I had never come in a girl's mouth before. I moved my hands back towards her head and ran my fingers through her hair.

"Mmmmmmm," she said once more, and started moving her hand up and down my shaft as she continued to bob her head, my own hands moving along with her.

Suddenly, my body tensed up, and I held her head still as a flash of white light shot across my eyes and hot seed surged up my shaft. Sophia impaled her head onto my cock, taking as much as she could into her mouth. I felt a massive burst surge out of me, followed by several more. I held onto Sophia's head for dear life, and my legs wrapped themselves around her back.

Sophia growled in appreciation. She gently sucked on me as I finished filling her mouth with my seed. When at last I finished spurting, she pulled away and opened her mouth, revealing it to be full of my semen. Then she closed her mouth, swallowed, and opened it again to show it was all gone.

"Mmmm," she said. "Tasty." She then squeezed my dick with both hands, wringing any remaining jizz out of it. A large, pearly-white ball formed on the tip, which she lovingly licked off. As she pulled away, it left a string from my dick to her tongue. She quickly took me in her mouth once more and pulled away cleanly, giggling while she did. I laughed as well.

I had never come so hard in my life, nor so soon after coming previously.

Sophia got up off her knees and sat on the bed next to me. I sheepishly put my softening dick back in my jeans and zipped up. Sophia put her arms around me and embraced me tightly.

"Thank you," she said.

"I feel like I'm the one who should thank you," I replied. "That was... amazing. Mind-blowing."

"Heh. You said, 'blowing,'" she said.

I hugged her back and we both held each other tight. Then, on sudden impulse, knowing she hadn't rinsed her mouth, I kissed her deeply, probing my tongue into her mouth. I think under ordinary circumstances I would have been reluctant to do so, but I felt like I needed to show her that she wasn't dirty, and that what she did didn't devalue her in any way. To my surprise, I could taste very little of myself. There was some muskiness, but that quickly went away the longer we kissed.

For several minutes we simply sat on the bed, hugging and kissing. I could tell she was immensely turned on, and despite the fact that it would be some time before I would be hard again, I felt excited as well. My immediate physical needs were taken care of, but I felt something deeper, something more spiritual than physical, that wasn't anywhere near being satiated.

I positioned myself in front of her and began kissing her on her cheek, moving towards her ear. I sucked on her earlobe and she made a contented hum. I kissed down the side of her neck, then down towards her breasts. I finally came to her left breast and looked into her eyes. She nodded, sensing that I somehow needed her approval. I took her hard nipple into my mouth, swirling my tongue around it. Sophia gave another moan of approval. After sucking on her left, I moved to her right nipple and gave it the same treatment. Her nipples were so puffy, so pointy, and her breasts felt so soft against my face. I savored the way they felt when I pressed myself into them.

When I had finished sucking her breasts, I continued kissing down the front of her body, towards her navel. I motioned for her to move to the head of the bed, and I got between her legs. I kissed down towards her crotch, then skipped over it and kissed each of her inner thighs. When I licked her there, she gave out a gasp. I stared at the strip of sheer lace that was right in front of my face now. It really left nothing to the imagination: her slit was clearly visible.

We were friends, and I felt as friends we were equals, and I wanted more than anything to do for her what she had done for me. I looked into her eyes as I placed a hand on each side of her hips and lightly pulled at her thong. She nodded in response to my unspoken question, but then stopped me quickly.

"Wait," she said. "Before you do that, I want you to undress."

For the first time since Sophia had swallowed my cum, I felt my penis begin to reawaken. It was just a twitch, but I knew it wouldn't be long before I could get hard again. I responded to Sophia's request by pulling my shirt over my head. She smiled in response. When I took off my jeans, she started laughing. It almost broke the mood.

"I'm sorry, Phil, but please, PLEASE, for the love of God, switch to boxers. Tighty-whities are ridiculous on a grown man."

I apologized for my choice in underwear. "I'll get some boxers this weekend," I said.

"Whatever you do, please just take them off NOW," she said, giggling. I complied.

She whistled at me, so I flexed my puny muscles at her. She smiled at me again in response. Then, I got back on the bed and slid Sophia's thong off. I looked at it dangling in my hand. It was amazing that such a tiny piece of material was all that separated her from nudity. I tossed it on the floor. I also removed her stockings. I don't know why, but I wanted her to be just as naked as I was. There also was the pleasant side effect that when she straightened out her legs so I could slide them off, her pussy spread open for me.

I got back between her legs, lay down on my stomach, and resumed kissing her inner thighs. Sophia wrapped her bare legs around my bare back. I finally worked my way up to her pussy. She was very well trimmed. Her mound had a patch of short hair, but the rest of the area, including her lips, was cleanly shaved. I gently licked one of her outer labia, then the other.

"Oh my God," she whispered.

I continued licking the outside of her lips. I could tell from her scent that she was turned on and probably quite wet. The smell of her arousal combined deliciously with her perfume. I couldn't imagine a more erotic scent. I licked gently along her inner lips, tasting for the first time her tangy inner juices. She gasped, and her legs tightened around my back. I worked my tongue deeper into her.

"Oh, wow," she said, throwing her head back.

I started licking up and down her inner lips, purposely avoiding her clit. I wanted to slowly build the intensity of the pleasure I was giving her. Now it was her turn to play with my hair. As I moved my tongue up and down, and back and forth along her delicate folds, she twirled her finger through my curly hair.

"This is soooo wonderful," she panted.

Meanwhile, my dick was slowly, very slowly starting to grow beneath me. I reached under myself and flipped it upwards, so it was pointing towards my stomach. With my full tongue, I lapped at Sophia's pussy and with my lips I kissed and gently sucked on her inner labia. She started clawing at my scalp in response. Finally, I moved my tongue up to the button of flesh at the top of her lips. I pressed the tip of my tongue into her clit and made tight circles around it. Sophia went nuts.

"Oh Phil... oh Phil... Oh GOD that's so good!"

I smiled mentally and continued tonguing Sophia's clit. I watched her as she threw her head back and forth and clutched wildly at my hair. I watched the underside of her perfect breasts rise and fall as her breath quickened. She wasn't coming, but she sure was enjoying my attention. I reached up and started playing with her breasts. I was in absolute heaven, giving pleasure to someone who was not only a gorgeous woman, but a good friend and dear to my heart.

After a few more moments of this, though, she gently pushed my head away. "Too much! It's... too much," she said between breaths.

"What's wrong," I asked, getting up and kneeling on the bed in front of her.

"Too much stimulation. I can't take anymore. It's not going to make me come, not like that," she told me.

"Do you... do you want to just stop?" I asked, a bit disappointed. I loved what we had done that night, but I didn't want it to be over. I really wanted her to come.

Sophia looked between my legs at my erection, then into my eyes. "I want you inside me."

Another line to cross. I didn't really think there was any turning back after this one. A little head between friends, just one night, and we could laugh about it over beers in the future. But this? I just wasn't sure.

She seemed to read my thoughts. "I want you inside me," she repeated. She reached into a drawer on her bedside table, pulled out a condom and offered it to me. "Don't fucking analyze this, Phil. Just do it. You know you want it, you know I want it. I don't know what this means for our relationship, and I don't give a fuck right now. All I know is that no man has ever made me feel the way I do right now. Please. We'll deal with the consequences later."

There she was, in front of me, on the bed, naked, her legs spread wide, waiting for me to wrap up. Her breathing was ragged, and her brown eyes were hooded with lust. I couldn't say no to this. I rolled the condom on and positioned myself between her legs. I slowly but easily entered her. Between her own arousal, my going down on her, and the condom lube, there was no trouble getting in.

I pushed all the way in, and she embraced me and held me close to her. Sophia whispered into my ear, "Thank you, Phil, you don't have any idea how much I need this. And what it means to have this from you!"

I started thrusting very slowly and gently. She picked up my rhythm and moved with me. We leisurely made love on her bed for a few minutes while kissing each other deeply. It might have been because I had already been satisfied, but it was the kissing that excited me much more than the screwing. Seeing Sophia's model-beautiful face, and being able to know that beauty so intimately, that was what thrilled me there, in that moment. To this day I believe kissing is more intimate an act than mere coitus.

We started moving more rapidly together and Sophia let out a low growl of approval. "Oh, yeah. Fuck me. Fuck me harder. Be my sex beast, Phil. I love the feel of your cock in my pussy. Your cock is so wonderful!" This was like a different person, but... no, this was still Sophia, saying these dirty things. I felt a bit embarrassed, because I hadn't ever heard her talk this way, but at the same time it seemed perfectly natural, as if I had released something that had always been there.

"Let's flip over," she said. "I wanna ride that magnificent cock of yours. Have you ever had a girl ride you before?" I nodded yes.

I got on my back, and Sophia kneeled above me. She held her breasts in her hands. "Look at my tits," she said. "Tell me how sexy you think my tits are."

"Your breasts..." I started.

"Say tits!" she insisted.

"Your tits are the most beautiful I've ever seen," I said, not knowing how dirty I should talk.

She fingered her pussy, which was slick and shiny from all of our lovemaking. "And my cunt. Tell me how much you love my cunt."

"I think your c...cunt is wonderful," I said. "I like how you shave it."

"Did you enjoy eating out my cunt, Phil?"

"Yes, it was so fucking sexy," I said, trying to get into the spirit.

"Do you want to keep fucking my wet cunt?" she asked. I nodded.

Sophia took me into her mouth once more, just for a moment. "Mmmm, I taste good," she said with a grin. Then she positioned her pussy above me, and with one hand, guided me into her. She lowered herself down on me, smiling the whole while. Then she started rocking up and down on my cock.

"Grab my tits," she demanded. "Grab my tits while I fuck you." I complied, feeling her breasts and rolling her nipples in my fingers.

"Oh, yeah. Oh, you like that, don't you? You like being fucked by a hottie, and grabbing her tits."

"Uh-huh," was all I could muster in response.

While she continued bouncing on my cock, she leaned down towards me and started kissing me. I could taste her sex on her lips, and it was the most erotic thing I had ever experienced. Her nipples rubbed gently against my chest, back and forth rapidly, as she kept riding me. I moved along with her, thrusting upwards as she thrusted downward.

Sophia embraced me as we kept fucking on her bed. She was going wild, kissing and licking me all over my face, sucking and nibbling on my lips, all while her fingernails were digging into my back. I couldn't believe it, but I started to feel myself getting close to orgasm... AGAIN! Sophia must have sensed this, because she tightened her grip on me and started slamming down on my cock with all her might.

"Oh, FUCK! Oh, fuck me, Phil! I feel that! I feel you getting close! I... I feel ME getting close!"

I couldn't say anything, but kept thrusting up into her. Her pussy became like a vice grip around my dick. Even with the condom my senses were overloaded. Then Sophia got really, really quiet, but kept right on fucking me, all while looking at me straight in the eyes. We stared straight at each other, and our souls merged, just for a moment. I could feel everything she felt and she could feel everything I felt.

Then she started gasping. "Oh... oh... oh... oh God, Phil... I...." She was panting so hard she couldn't get out any words.

At the same time I started feeling the first throbs of my own orgasm. My fingers and toes started to tingle, and that sensation spread up my limbs to the middle of my body. My eyes clenched shut on reflex. I grabbed Sophia and held her close to me, and she dug her nails into my back even harder than before.

Sophia screamed. The whole dorm must have heard. I made one last upward thrust as my own orgasm began. We held each other tight, our climaxes and our bodies joining into one magnificent celebration. I think we heard choirs of angels singing. We struggled to find one another's lips, but when we did we mashed our faces together, stifling each other's cries of ecstasy.

Several minutes later we both rested together, still nude, on Sophia's bed. I was on my back, and she was curled up next to me with her head between my arm and chest. She lovingly ran her fingers lightly up and down the length of my now-soft, unwrapped member.

"I... I got a bit raunchy there, didn't I?" she said.

I smiled. "Maybe a bit," I said. "Not too much. Not like in some of the porn we've watched."

"I've always wanted to... to talk dirty, but I didn't know if it was 'lady-like.'"

"Fuck 'lady-like,'" I said. Sophia giggled. "You should be you. If that means talking dirty, then talk dirty. You shouldn't be something you're not, just because someone else wants you to be."