By Memory

She was remembering their last encounter very fondly. They were lying together in bed, snuggling. Her mind kept insisting on returning to one memory. The feeling that crept up her spine as he stroked her back through her t-shirt. He let his fingertips run up from the small of her back to between her shoulder blades and back again. It seemed that she was perfectly comfortable with him, she lay on her stomach with her head resting on his chest and her arm across his abdomen.

Her memory continued to unfold. She remembered that they were talking about places they wished to travel. She was fantasizing about them planning a trip together, long drives, waking up together in bed. They chattered excitedly as they lay together.

After a few moments of silence, she rolled onto her back, away from him, and let out a yawn. When she opened her eyes, his face had appeared about 20 centimeters away from hers, smiling. During her yawn, the hem of her t-shirt has risen up. It previously met the waistband of her jeans, but now it left a strip of her stomach exposed. She was very aware of his gaze slipping downwards, towards this exposed region.

His eyes were now moving back up towards her face and she could feel herself blush deeply as his eyes met hers. She glanced down to adjust her t-shirt to cover her stomach and could not bring her eyes back to meet his gaze.

He respectfully rolled away from her, onto his back. Both of them giggled nervously. Maybe next time we'll pick up there, she said. Of course, he replied.

They resumed snuggling briefly, he stroked her hair and she returned her head to his chest. But it seemed the moment was ruined by her persistent feeling of discomfort. She berated herself for creating an uncomfortable environment, she was taken by surprise. In a different circumstance, if he hadn't snuck up on her, she would not have rejected his advance.

She snapped out of her memory into the present moment. She was lying on her bed wearing her cutest casual outfit. Her cropped white t-shirt fit tightly to her body, and you could faintly see the outline of her lacy embroidered bra underneath. She had on her mid length black denim skirt; it hugged her thighs closely but also allowed for ease of movement as she walked. She wanted to impress him, and possibly make up for the awkwardness in their last encounter.

He would be coming over any minute now. She idled nervously on the couch, waiting for a text. She planned for them to watch a movie they had both been waiting to see. Afterwards she could suggest that he join her in the bedroom.

She got his text. He had never been over before, so she walked out in her slippers to meet him in the parking lot. They made it into her apartment and settled on the couch. Pretty soon they were watching the movie, he had his arm around her shoulders. She was completely at ease, and she leaned slightly into his shoulder.

Once the movie was over, she glanced up at him from her snuggled position. He tilted his head downwards to look her in the eyes. She was very aware of how closely they were sitting, and she used the warm comfort she felt in this moment to encourage herself.

She turned herself towards him, so that her knees were curled up on his lap and her hands were resting lightly on his chest. He responded by shifting his hands so the were placed on the exposed skin of her lower back. His touch sent a tingle up her spine, triggering her memory of them, in bed. The memory of him running his fingers up her spine. She let out an involuntary shiver.

A teasing smile played across his lips. He leaned into her ear to whisper, voice thick with a husky strain, do you like that?

The combination of his breath, warm in her ear and his weight of his had on her back made her hum affirmatively. She turned her face to the side, towards his ear. She whispered back, oh yeah.

Immediately she felt him slip his other hand up her outer thigh, towards the hem of her skirt. She felt a rush of arousal, coming from deep in her stomach. She moaned softly in his ear.

She brought up her hand to tilt his chin. He met her lips hungrily.

Come back to the bedroom with me? She asked eagerly.

Absolutely, he replied.

She led him to her bed, and they resumed kissing. They had settled into a comfortable position; he was sitting up against the headboard of her bed and she was straddling his lap. It allowed for them to freely run their hands over each other's bodies.

The neckline of her t-shirt was low enough that her cleavage was peaking through the top. Eventually, his kisses started to move downwards, past her neck and over her décolletage. He could feel her chest start to rise and fall heavily as her explored her with his lips and the tip of his tongue.

She wanted to occupy her own lips to distract herself from the rush of pleasure. She needed to take the edge off this sensation. With his head bent down to her cleavage, she had nothing to kiss. She accepted her powerlessness in this moment and let him continue his journey. Her heart rate soared as his lips grazed her soft skin.

He kissed farther to the tops of her breasts. She dug her fingers into his hair in response and moaned softly. He brought up his hand to cup the bottom of her right breast and lift it slightly towards his lips. He continued kissing the soft flesh on top of her breast while he started to push her breast over the cup of her bra. Eventually he pushed far enough that her nipple popped out at the level of his lips.

Knowing what was coming, she urged him on gently, please don't stop.

He started to trace circles around her nipple with the tip of his tongue. She let out a quick, urgent moan and laced his fingers through his hair in appreciation. He took her nipple between his lips and began to suck lightly. The tip of his tongue occasionally appeared to firmly flick her nipple. This sent a lick of fire throughout her body. She began to slowly grind her pelvis into his crotch.

She felt a slow ache spread throughout her stomach and felt the crotch of her panties begin to dampen. A wave of impulse lead her to whisper in his ear, let me pleasure you.

His eyes opened in surprise as he drew away from her nipple. She climbed off his lap and started to undo his pants. He lifted his hips to allow her to slide his jeans down to his thighs.

Through his boxer briefs, she could see the outline of his shaft, it appeared swollen against the fabric. She could see he had enough girth that she would have to ease herself onto him if she were a cowgirl. She could feel herself salivate at the sight of him.

She slid his erection through the flap in his briefs and gazed upon its length. She could wrap both her hands around his member. Honey, you're glorious, she whispered, her mouth slightly agape. He blushed.

She brought her lips towards him to tease him with kisses. He licked the underside of his shaft and his head before bringing him into her mouth.

With her lips in a circle, she went over his shaft several times, slowly, savoring the length. Once her mouth was wet enough, she brought her lips to his head and began to suck on it softly, letting her tongue stroke its circumference.

She felt his hips buck softly against her face in reaction to her soft, wet mouth. Encouraged, she quickened her pace, her lips engulfing his circumference rapidly. He let out a small grunt each time her lips passed his head. This noise elicited such a strong desire in her, she could now feel wetness begin to dampen her inner thigh.

She raised her face away from its position and looked deep into his eyes. The intimacy of this look, the saliva coating her lips and his shaft, these images drove him crazy. He wanted to reciprocate this pleasure, but he so desperately wanted to climax.

I want you to come while I'm inside you. The intensity of this request shocked her. It so perfectly matched her desires. She nodded quickly. She slid off her panties and shirt quickly. She climbed onto his lap. Hands on his shoulders, she slowly lowered himself onto his girth, aided by her wetness.

She felt his fingertips sink firmly into the flesh on her hips. Let's go baby.

This was all the coaxing she needed. She ground her hips into his pubic bone. As she fucked him, she saw him panting, his lips parted. She increased her pace.

She could tell he was approaching orgasm, and she leaned into his ear. Are you close?

He nodded vigorously. Okay baby, if I'm gonna come I'm gonna need to ride you a bit father. Okay? He nodded again. She could feel an orgasm building in her stomach, but she could tell his would be first. She rocked her hips back, and forth, back, and forth.

Three successive moans erupted from is lips. He thrust himself deep inside her, in three successive motions. He titled his chin towards the ceiling and closed his eyes. Complete bliss.

She stopped grinding her hips so she could enjoy his satisfaction. After a few moments he opened his eyes. Honey, keeping going. Come for me.

She continued fucking him. Her urgency to climax was at an all time high. Her orgasm continued to build. He saw her approaching pleasure and reached up with both hands to gently pinch each of her nipples.

Baby, please. Come. You can do it honey. He was begging. His encouraging words sent her over the edge.

She exploded in orgasm, the walls of her vagina clenching his softened member.

She collapsed forward, her forehead against his chest. He wrapped his arms around her waist and lifted her off him slowly.

As she curled up beside him, she knew that this memory would trump all others.