"Brad," Tony called out in a whisper as he neared his friend asleep on the couch. Passed out on the couch was more like it. "Brad, you awake?" Tony asked a little louder now to the unconscious form below him. Brad's girlfriend Theresa walked softly into the dark living room and joined Tony in front of the couch. "Brad, wake up." Tony tried one more time even louder now and gently shaking him. Brad offered no response and continued sleeping.

"You see?" Tony asked as he turned to Theresa, who watched silently, "he's dead to the world. He'll be passed out until tomorrow afternoon."

"OK." Theresa relented as she turned and walked down the hall towards Brad's medium sized apartment bedroom with Tony following close behind her.

It was almost two thirty in the morning now, the three had gone out to a couple of clubs that night where they had been drinking pretty steadily since 9. Tony had taken a few days off from his job and came down from NY to visit Brad. The two of them had been friends since high school and had become roommates in college, which was where Brad had met Theresa in his junior year. Brad and Theresa had been going out for nearly three years now and were still getting along well in the relationship, the occasional fight happened here and there but nothing too major. Brad was quite attractive at a fit 5'10" with medium cut dirty blonde hair; he had done quite well with the girls in college and developed a bit of experience with the opposite sex before settling down with Theresa. Theresa was more than a little attractive herself with a tight body developed through years of dancing, which was her major, a gorgeous face and long blonde hair that reached beneath her shoulders. Together they were a very attractive couple.

Brad graduated the past summer and was able to find a good job in an area close to where Theresa was finishing up her last semester and they hung out fairly regularly. Tony graduated the same time as Brad and had moved up to NY shortly after that for a job he was offered. He was about two inches taller than Brad at 6' even with short brown hair. He was a slight bit over his ideal weight and not quite as good looking as his friend, but he was completely outgoing and his offbeat sense of humor helped him to land an OK number of girls. Tony and Theresa got along well also, Tony was always playing around and flirting with her, but that was generally the way he was with everyone else.

This night they had stayed in the city after going out for dinner and proceeded to get hammered. Brad had gone to the bar to pick up what was probably the group's eighth round when he was grabbed by the arm. He turned to see a pretty, obviously drunk, brunette in a short black dress smiling at him. "Hey, you're kinda cute." she slurred out, "come dance with me and my friends." Brad smiled and followed her as she dragged him to the dance floor. Her friends were out there too, a couple dancing with guys, the rest dancing with each other in a circle. He wasn't that good of a dancer but that didn't matter much since he just needed to sway with her as she pushed drunkenly against him. They almost got through an entire song before he was grabbed again by the arm, but this time more forcefully.

He turned to find a furious Theresa, "What are you doing?" she demanded angrily, pulling him back to the table. "Nothing!" he yelled back, "Jesus! Relax!" he was a little peeved at being pulled around like this. Theresa sat back down with a surprised Tony at the table, her arms folded across her chest. Brad took the offensive, "Fuck this! Let's just go." He left the table and the bar without looking to see if they were behind him.

"What happened?" Tony asked Theresa as she was getting up and putting on her jacket to follow Brad. "Nothing, lets just go get him before he leaves without us." she answered. They hurried to catch up with Brad and finally reached him as he got to the car.

The car ride back had been stony silence as Brad managed to get the three of them back to his apartment with a minimal amount of weaving on the road. Again there was no conversation as Brad opened the door and plopped down on the couch in the living room and Theresa stormed quickly to his bedroom and shut the door. "Bitch." Brad slurred as Tony sat down on the other couch along the side of the room. "She's always such a frickin' moron when she drinks." Brad continued.

"Ah, you guys are both idiots when you get drunk." Tony shot back as he took off his over shirt, shoes and pants. This was the couch Tony had slept on yesterday and he was making himself comfortable as he turned on the TV. Brad followed suit, still complaining about Theresa, as he stripped down to his t-shirt and boxers and lay down. There was no way he was sleeping in his bed with Theresa tonight he thought to himself. Brad continued to complain off and on about his girlfriend as they lay there in the dark room watching TV. Tony occasionally responded back with cracks.

They were silent for about ten minutes still watching the tube when Tony first heard Brad's breathing reach the regular consistency where he knew his friend had fallen asleep. The TV volume was pretty low and Tony was starting to feel a little sleepy himself, but he other plans in mind first. "Brad." he whispered and got no response. "Brad?" he tried again louder two minutes later also to no response. He waited another couple minutes and got up off the couch. "I'm going to the bathroom, Brad." he said to his obviously passed out friend and then walked down the hall past the bathroom to the bedroom. He knocked quietly on the door and twisted the knob, it was unlocked and he looked into the room lighted only by the television glow to find Theresa lying on the bed in a t-shirt and a pair of pajama bottoms. He came in and closed the door behind him.

"You guys," he said as he walked to the bed and sat down, "you are such trouble when you drink." "Maybe if your friend was more mature," Theresa shot back "there wouldn't be a problem. What did he think he was doing tonight?"

"Ohh, you're watching Titanic," Tony exclaimed, ignoring her question as he scooted up on the bed and lay down next to Theresa, hi arm propping his head up, "Leonardo is so dreamy." Theresa laughed and asked what Brad was doing. "He's passed out on the couch" Tony answered. "Have they had the naked scene yet?" he asked trying to steer Theresa away from talking about her boyfriend. He got closer to her and hugged her "playfully". She giggled and pushed him away lightly with her left hand. "Thanks for being nice tonight, though. He was a dickhead."

"Oh, so angry," he answered, "so tense." He grabbed her shoulders and massaged them. "Tony," she laughed out playfully, "get off of me." But she didn't stop him and he started to rub her back. She ignored the slight tingling sensation she felt between her legs. "I don't know why we have to fight all the time." she whined.

"Well maybe if you were more generous with these." Tony said as he reached his left hand across her side to softly cup her right 'B' cup sized breast.

"Don't" she said, but she was definitely laughing and moved his hand off of her breast to her belly, but left her hand there on top of his. "Oh, you know you like it." he said as he pushed his body completely against hers. He slowly moved his hand back up to her breast and lightly traced her now hard nipple with his fingers. Her hand was still on his but she didn't try to stop him. She let out a sigh as he simultaneously cupped her breast and kissed her neck. She slightly moved her head towards his and he kissed her full on the lips as he massaged her tits. He pressed his mouth harder against hers and she let his tongue into her mouth and licked it, prompting him to slip his hand under her shirt and feel her tits more aggressively.

"We shouldn't do this." Theresa said breaking the kiss after a few more minutes and pushed him away. "Brad will wake up soon." She said, not sounding at all convinced. "There's no way." Tony responded, sensing that she really didn't want to stop. "Look, I'll go check on him."

When they got back from checking on Brad passed out on the couch, Theresa sat down on the bed and told Tony to lock the door. Tony did so and went over and pushed her gently on the bed while kissing her. They lay down and wasted zero time getting back to what they were doing. Theresa let Tony remove her shirt and pajama bottoms as they made out. She was only wearing her red thong panties now and she quietly encouraged him, rubbing her hands over his shoulders and through his hair as he sucked all over her small breasts. When Theresa pulled Tony's shirt off of him, he knew it was time.

Theresa felt Tony tugging at the sides of her panties she raised her butt off of the bed to help him get them off. He pulled them off her ass and down her legs and tossed them over the side of the bed. She had put on her 'hookup' panties tonight but she could have never imagined who would be taking them off her. Theresa drew her legs up together partially obscuring her pussy from Tony's hands and eyes. "It's too late to be timid now" Tony thought to himself as he ran his fingers across the bottom of her stomach as he lay down next to her. They resumed sucking each other's tongues and he slowly worked his massaging fingers down her belly to the soft fur between her legs. She offered no resistance as he rubbed his fingers through her closely cropped perfectly trimmed pubic hair. She let out a sharp exhale as he worked first one, then two fingers between her pussy lips to her clit. Her eyes were closed as she moved her hips slowly in rhythm with his fingering of her clit, she was extremely wet by now.

He continued to kiss her mouth and neck as he took off his boxers and worked his knees between her legs, smoothly rolling on top of her. Theresa gave in completely and spread her legs all the way apart to accommodate him. Tony kissed her deeply on the mouth as he lay down on her and reached between her legs to guide the tip of his rock hard cock to her entrance.

Without further delay he pushed his hips toward hers, inching his shaft all the way in her cunt until his pelvis was ground against hers. Theresa closed her eyes and let out a long breath. Tony could not believe how easy it was to get in this little whore's panties. He slowly started screwing her and she softly met his thrusts. She was still slightly worried about her boyfriend waking up but was beyond the point of stopping. She hugged Tony and wrapped her legs around his back, resting her feet on his flexing ass cheeks. This was the first time she cheated on her boyfriend she was experiencing a little guilt that it felt so good.

He was loving the glorious sensation of her soft, warm, wet cunt hugging his naked cock as it slid in and out, and he was hoping that all of the alcohol he had taken in tonight would help to delay his orgasm. If he was sober he probably would have come by now, Theresa was completely hot and he was amazed that she was letting him fuck her. He also knew that with Brad and Theresa it had been months of using condoms before she let Brad in her without putting one on. She had let him in unprotected on the first, and hopefully not last, time.

"Uhhh, uhhh, yeah... yeah." Theresa grunted out as Tony worked his dick in her sopping wet pussy. The bed would squeak a bit each time he thrust, though Tony was sure it would not wake up Brad. His penis was probably an inch shorter than her boyfriend's but Theresa was supremely aroused knowing she was fucking her boyfriend's best friend while he was passed out only one room away. Not only that, she had let him stick it in her without putting on a condom first despite knowing Brad kept his in the table drawer less than two feet away from where they were fucking. What Tony lacked for in size he made up for in effort. Now he was thrusting in at a quick pace when he worked his arms under Theresa's legs and moved them against his chest over his shoulders.

"Yes, yes, yes" Theresa let out, not worried about Brad hearing her in the other room, she tried gripping his cock by flexing her vagina muscles. Her boyfriend had not really screwed her like this before and it felt good. Now as he was sliding in and out of her she could feel him better despite his smaller size. "You like that?" he asked out of breath, "You feel that?"

"Yes, that feels great" she responded breathlessly with her eyes still closed. "Keep going," she pleaded. She could feel an orgasm approaching now and was reaching for it. She continued to move her hips to meet his thrusts and felt her wetness leaking down to her ass. "You feel great, honey." he whispered to her as his body slid up and down hers.

"Uh, uh, uh, uh, uh..." her moans faded and her mouth was frozen in an O as she tilted her head all the way back on her pillow and gently dug her fingers into his shoulders. She could not believe how quickly she was coming on this guy's dick. Tony continued to jackhammer into her as she came, and he knew that he was going to be right behind her. He smiled to himself that he could get his friend's girl off so easily, sped up his thrusts and felt the sensation of the sperm getting ready to rush from his balls.

"Oh, God..." Theresa sighed out, coming down from her orgasm, "Oh, God that felt great..." She opened her eyes and looked up to see Tony's sweaty face begin to contort. She had intended to tell him to not come inside of her but she had been concentrating on her orgasm and it was too late now.

She felt his dick get harder and he let out a groan as he pushed all the way inside her and emptied his jizz into her body. She couldn't feel the individual pulses like she could sometimes with her boyfriend but she felt the added warmth as his cum settled in her. Tony groaned and settled on her kissing her neck. She waited a half a minute, kissed him on the lips and put her hands on his chest, which for Brad was always a signal for "That was nice, now get off of me." His limp dick slid out of her as he got off and sat down on the edge of the bed. "Ohh, get something!" she yelped as she felt his sperm beginning to leak out of her, she raised her hips up off the bed trying to not let it drip on her boyfriend's bed. Tony grabbed Theresa's panties by the side of the bed and pressed them to Theresa's vagina. She held them there to catch all his fluid and wiped up between her legs.

"Did you like it?" he asked as she was doing this. "Yes," she responded, "you're pretty good." She meant that but she was feeling a little dirty now for what she did. "Better than Brad?" he asked with a smile.

"Tony..." she replied a little exasperated. "You better go back to the couch before he wakes up." "Can we do this again?" he asked as he got up and looked down at her. "I don't know," she replied, "we'll see. Just go." Tony left the room and went back to the couch. Theresa cleaned up in the bathroom, washed her panties and then climbed back into bed. She wondered what the rest of Tony's visit would be like. She told herself that she would not do anything with him again. But the dirty feeling was dissipating now. She went to sleep knowing that if Tony got the chance again this visit that he would try to get on top of her again. And she also knew that she was most likely going to let him in.

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