Morning Wood

She gasped when I brushed my hand over her nipple — As much from surprise as from pleasure, I think. We were both half-asleep, dozing in my bed. She was a high school friend who went to college out of state, and was visiting for the weekend. We were planning to spend the day together, but her train had arrived really early. I normally don't get up until noon on the weekends, and she knocked on my door at 7am, looking tired.

In high school we had been pretty close. We never dated, but we had shared a bed a few times at crowded overnight parties. So when I suggested we get back in bed for a few hours, she didn't bat an eye. She dropped her bag on the floor, pulled off her sweater and pants and climbed under the blankets. We snuggled together for warmth, her back to me and my arm over her waist. I was just wearing boxers, and she was in underwear and a thin tank top.

For an hour or so we did sleep, but I became increasingly aware of her body. She was a bit shorter than me, slender with small breasts. I remembered that in high school she didn't even wear a bra most of the time. Once I caught a peek down her shirt as she bent over, and I could see her nipples. Thinking about that, and with her body pressed up against me, I felt my cock stiffening.

I tried not to move or draw attention to the growing erection nestled between the swell of her cheeks. I hoped she couldn't feel it pressing into her, though it seemed pretty obvious to me. So far, she hadn't reacted at all, and her breathing was deep and regular.

Eventually, it was too much for me. I couldn't resist the urge to touch her. Cautiously, I slid my hand up her side, lightly grazing her breast. My fingers brushed over her nipple in what I hoped seemed like a casual, unintentional motion. I wasn't sure what kind of reaction I would get. I heard a sudden intake of breath followed by a slow exhale. Figuring that sounded like a positive reaction, I kept moving my hand up. I wrapped it over her shoulder, pulling her closer to me. She leaned back into me, unintentionally putting more pressure on my cock.

Feeling more bold, I ran my hand back down her chest, touching her nipple again. This time her reaction left me no doubt. She moaned softly, and reached up to grab my hand, pressing it against her breast. Through her thin shirt I could feel her hardening nipple against my palm.

I pressed more urgently into her and she responded in kind, grinding her rear against me. My cock throbbed under the pressure. I was hyper-aware that we were separated by only the thin fabric of our underwear.

I slid my hand out from beneath hers, giving her nipple a gentle tweak before moving down her body. I reached under the hem of her tank top, ran my hand along her hipbone, and then slipped it under the waistband of her panties. Her breath caught as I ran my fingers through her pubic hair, and she spread her legs to let me reach further. Moving past her bush, I found she was already wet.

My middle finger slipped easily between her lips, and she gasped as I teased her opening. My cock prodded forward against her ass, straining at the fabric of my boxers. As she continued to swivel her hips I pushed my finger deeper, and her pussy wrapped hot and tight around it.

She moaned and reached back to grab my head, pulling me forward to nuzzle her neck. My hand pressed firmly between her legs, and I slipped another finger inside. I wasn't thrusting into her so much as rocking my hand back and forth. I would push forward with my fingers, reaching as deep inside her as I could. Then I would pull back, shifting the pressure to grind my palm against her clit.

She shivered and then rocked away from me just enough to slip her panties down to her knees. As she did, I slipped my fingers out and eagerly tugged my boxers down as well. Quickly, our bodies pressed together again. Somewhat frantically, I squeezed her breasts as she reached between her legs to grab my cock.

She positioned my head between her lips and worked it back and forth until it was slick with her juices. Then in one smooth movement, she rocked back against me, and my cock slid easily into her. She was hot and wet, and I was buried to the hilt. We both gasped at the sensation, and then she started grinding her hips again.

I swear I've never been harder. It felt like the head of my cock was swollen larger than usual. The soft velvety texture of her pussy walls gripped me firmly, enhancing every movement. Her lips wrapped around the base of my shaft as if they were trying to suck me deeper inside.

I groaned into her neck and grabbed her tightly. Her breath was coming in short, sharp gasps. She was so wet that every few strokes she had to reach between her legs because I had popped out. She would run her hand down the length of my shaft before grabbing me firmly and sliding me back inside.

After a few minutes, she must have noticed a change in my breathing, or felt my cock stiffen. Suddenly she was whispering a frantic warning not to cum inside her. She kept fucking me as she told me to warn her when I was about to cum.

It didn't take long. A few seconds later, I gasped out a warning and she quickly rolled away. My cock slipped out of her and the sudden loss of sensation made my impending orgasm recede. I groaned and rolled onto my back.

I assumed I would have to finish myself off but before I could start she was kneeling beside me with my cock in her mouth. She moaned impatiently and started swirling her tongue around my head. Her hand wrapped around the base of my shaft, squeezing and stroking. I shivered at the sudden and overwhelming sensation, and was quickly ready to cum again.

Sensing my approaching climax, she began to make little excited sounds. Her tongue swirled around the sensitive opening at the tip of my cock. I swelled in her hand and she continued to pump my shaft to encourage me.

I groaned loudly and arched my back as I started to cum in her mouth. She wrapped her lips tightly around my head, catching each spurt. The feeling of her tongue on the sensitive skin of my head as I came was nearly overwhelming. My eyes were shut, but I saw stars.

She moaned happily as the last aftershocks washed over me. I opened my eyes as she let my cock slip out of her mouth, and she smiled as she reached up to wipe a bit of my cum from her lips.

"Well," she said, "What are _you_ gonna have for breakfast?"