Waking Up to Dawn

After rubbing my stomach, she got off of me and moved down the bed to work on my ankles and move up my legs, as she did before. My mind was reeling, wondering if she would actually touchit. As dead-sexy as she was, I decided to simply close my eyes and try to picture some tranquil scene in order to getsome control over my standing embarrassment.

Up, up she went to my thighs. The closer she got, the more I throbbed with anticipation. The redder my face got. The faster my heart beat.

"That looks uncomfortable," she pouted. My eyes popped open and I saw her gingerly undo the little button in the front of my boxers. I was completely petrified. It seemed like she didn't even have to try; my erection sprung out effortlessly, newly free from its confines and pulsing with each surge of blood. "That's better!" she proudly announced, as if to herself.

She began rubbing her fingers back into my thighs, working under the legs of my boxers. I took a huge breath and closed my eyes again, enjoying the amazing sensation in spite of my humiliation. Fuck all if I had anything to say.

"I know you're not seeing anybody right now but... Don't you ever... take care of this problem?" she tentatively asked me. God. Talk about awkward.

"Uhm... Well..." I trailed off, hoping she was already amused enough.

"Well what? Do you?"

I sighed. "Yeah..."

"Oh," she cooed softly. She was rubbing just above the base of my dick now. I was in agony. "Am... I the problem?"

I managed to open my eyes and look at her. She was staring at me, delicately biting her lower lip. She wore a look of suchconcern but I knew it was total bull. "Well uh... It's not everyday I have a- uh... hot, um, girl giving me a personal massage..." God, did I just say she was...

She let out a little gasp. "Oh my! You think I'mhot?"

Oh for fuck's sake. I hated this little cat and mouse game as much as I loved it. "Oh ha ha," I managed to actually be sarcastic. Having had about enough of this humiliation, I began to push myself to sit up. I was stopped in my tracks as she actually brushed her hand up against my cock as she moved it to my stomach to stop me.

"No, don't go!" she pleaded innocently. I halted. "I didn't mean to be rude... I'm flattered..."

I let her push me back down and she moved off of me in order to sit next to me. "I wish I could massage...it for you, but... That might be bad..." she pouted to me.

Just be bad! "Yeah uh... Probably not, uh- appropriate..." I stammered.

"Why don't you just do it now?"

Did she just say that? "Huh!?"

"Why not? I'm trying to help you relax... I probably shouldn't touch it but..." she put her hands on mine and moved me towards my own erection.

"Um, Dawn, I- uh..."

She cut me off, "Do you ever... think about me?" She carefully wrapped my hand around myself. Her soft fingers were still touching mine, and she gently guided me to start stroking. I helplessly allowed it to happen, completely mortified.

I gulped hard, my eyes shooting from her curious stare to her tits, to her stomach, to her hands, to my hands.

"Because, there's nothing wrong with that... I mean, if you do it anyway, then what's the difference if I'm right here or not?" she was reasoning out loud. Was this actually happening? My body was trembling from nerves and excitement. I found myself gingerly stroking myself without her encouragement.

She slid her fingers away from me and leaned back a little bit. This had the effect of stretching out her body some; I knew she was making a kind of casual pose for me. She was baring the entire length of her stomach, showing it all off.

"So... do you?"

"I uh... Y-yeah..."

Her face flushed in a big smile. "Nowonder you always seem so excited!"

I groaned a little chuckle, red as a tomato, but still touching myself slowly.

"What do you... What do you think about?" She questioned innocently.

"I dunno... Just, just you I- I guess..."

"Oh... Like, my body?"

I let out a sigh as I dragged my eyes across her perfect form. "Yeah," I breathed out.

She ran her hands along her stomach and sides. "What part do you like to imagine?"

"Um, all of- everything... Your stomach, your ti- your breasts..." I was dazed at this point. I probably thought I was dreaming.

She cupped her breasts in her bra and looked down at them with a little smile. "I guess I'm not wearing this when you... do it, right?"

"Uh... I guess, n-no."

She gave a gentle smile as she undid her bra and let it drop to the bed. I let out a soft moan of surprise as I saw her tits spring free. I began to squeeze myself harder and tugged with more enthusiasm.

"Well, I want it to be an authentic experience..." she coyly informed. Her hands were running over her breasts, her fingers occasionally tweaking her nipples lightly. "Zach wouldn't appreciate this but... Since you do this on your own anyway, I don't think there's anything wrong with it. Do you?"

I blinked hard, realizing she asked me a question. "Um, yeah- er- no... You're- you're right..."

"Yeah, it's not like I'm...cheating or anything. You're just seeing for real what you fantasize about... No...big deal..." She said it so seductively, but there was a ring of innocence to her voice. I think it just made it that much hotter. I was giving myself slow, strong strokes then; focusing on squeezing the base of my dick. I knew it wouldn't be long.

"Is that how you normally do it?" she inquired sweetly.

"Uh... er, yeah..."

She breathed outso sexily, "I like it..." She was biting her lower lip again in that ultra-hot look of anticipation. I was gone.

With a quiet cry, I felt my climax surge up and out of control. The first spurt shot up and landed on my stomach. With one hand still furiously tugging myself at the base, I wrapped my other hand around the head to try and catch the streams of cum shooting out of me. My hips involuntarily thrust upwards and my eyes fluttered shut as I groaned out in orgasm.

For that short while I was in total bliss. As I began to calm down, I realized what had just happened and my face flushed back to a deep red. "Oh my god..." I groaned to myself.

"Wow! That was... nice..." Dawn exclaimed.

"Jesus Dawn I'm- ah fuck, I'm sorry..."

She actually laughed a little at me. "What! I wanted you to feelgood! That's the whole point! Besides, I kinda liked it..."

I shook my head to myself, speechless.

"Do you feel better?" she cooed to me.

"Uh... yeah..."

She ran her hand through my hair and tousled it a little bit. "Good! You should probably go get cleaned up now... Zach will be home soon..."

The mention of her boyfriend caused me to jolt upright. She tried to calm my anxiety. "He just wouldn't... understand. We're just friends!" she perked, like a cheerleader. Huh.Some friend. I grunted my agreement and got up from the bed. There was cum dripping on my stomach and my hands were still clutching my cock, holding it from spilling all over. I felt so graceless. Dawn just continued to beam her aloof but knowing smile.

I treated myself to a quick shower. When I got out, I noticed she had shut the door and was back to her own thing. I was silently thankful and retreated to my own room. Fifteen minutes later, Zach came home. I pretended I was asleep, so he didn't try and tell me about the card game. It wasn't much later that I heard the familiar sounds of his and Dawn's fucking next door.

VI

The following Saturday night, I found myself alone in bed, reading a book until I was tired enough to sleep. I found myself to be increasingly restless; I was constantly thinking about Dawn and the boundaries she pushed with me. She was out with Zach that evening, so I knew with resigned jealousy that he would get all of her affection that night. I was angry at my own feelings; shewas Zach's girlfriend anyway. I was getting carried away.

I don't remember what time it was when they both showed up. I heard them stumble in, stifling laughter and failing miserably at being quiet. If I had any chance of falling asleep soon, I knew it was now ruined.

Normally the couple headed straight to Zach's room. Tonight though, something was different. I heard their voices in the living room for a prolonged period and what sounded like some kind argument. I sat up and tried to listen closer.So much for privacy.

"Come on, I don't wanna wake him up... What if he comes out here...?" It was Zach's voice.

"Shh! Relax, he never comes out!" Dawn was insisting to him.

I heard a few more muffled sounds. Between quiet giggles and soft moans, I was sure they were deciding to fuck out of their room for once. Now, I promise you, this normally isn't something I would do. Let the lovers be, sure. But tonight? For whatever reason, I felt the need to try and sneak a peek. Maybe Dawn was bringing out the worst in me.

As careful as I could, I turned off my bed lamp, slowly opened my door and tried to look down the hall. My eyes adjusted to the dark and I could hear them a bit better. The little bursts of laughter seemed to have been completely replaced by rustling sounds and restrained moans. I thought about turning back, but at that moment I heard Dawn with a hoarse whisper, "It's fun when it's naughty..."

My cock jumped in my boxers as if pointing me,onward, this way! I obligingly snuck, inch by inch, down the hallway until I got to the very edge. The further I got, the more acute the sounds of their actions became. Zach was trying his best to keep his grunting silent. I rolled my eyes a little, wondering if he really thought it madethat big a difference if he was outside his room. I could always hear him in there but, then again, Iwas spying on him this time...

With a deep breath, I peeked my head around the corner and could see the entire living room. It was fairly illuminated because the window blinds were open and the streetlights from outside poured in. Zach was sitting on the couch, the back of which was to me, with his arms spread out on the top of it. Dawn was on her knees next to him, one arm resting on the back of the couch like Zach, the other down below where I couldn't see. From her shoulder's movements, her intent expression, and Zach's composure, it was obvious she was giving him a hand job.

I watched this for maybe a minute tops, I don't know how long really, when she noticed me. Zach was still facing away from me; he had no way of knowing I was there unless he turned around. But Dawn only had to look up and notice my shadowy form standing at the end of the hallway.

For a second I panicked. I stood as still as possible, hoping against hope that she would look away. I didn't want to duck back into the hall when she was staring in my direction because then I was positive she'd know for sure. But then I saw her smile. It was a slow, devious, calculating smile. She bit her lower lip at me and cooed, "Mmm, do you like this?"

My heart leapt in my throat. Was she blowing my cover? "Uh- yeah babe," Zach answered her. I shuddered with relief.

She changed her rhythm with her working hand, which had previously looked to have been quicker strokes. Her shoulder rolled slower now. Zach groaned.

"What's the matter?" she pouted.

"Ugh, you- you slowed down..."

"I... heard some guys like long, slow strokes..." She glanced back in my direction. Did she wink? "Maybe so they can... savor the pleasure..."

Zach seemed to give a reluctant expression.

"Maybe this'll make it better..." she leaned back and effortlessly pulled her shirt up and off, tossing it carelessly away. As she undid her bra, she was looking back at me, sticking her chest out a bit so I could get a better view from my vantage point. Although I was nervous, I was almost fully hard. I began to fondle myself through my boxers.

With her tits free, she went back to working on Zach's cock. "How's that? Does that make it better?" she asked in a sweet voice. By the way she kept drawing her gaze back to me, I knew she wasn't directing the comment at Zach. This girl was something else.

This lasted for a little while when she suddenly stopped and stood up from the couch. Now I could tell she was wearing a loose, short skirt. My hard-on was at full mast as I gawked at her body. She pulled her underwear down from underneath the fabric, leaving the skirt on. As she pulled them off from her legs, she stood back up and tossed them over the couch towards me.

She giggled a little but quickly turned to look at Zach. She stood with her legs apart a little and ran her hands up her thighs, pushing the skirt up to expose her naked pussy. She let it drop back down as she continued to caress her stomach and then tits, playing with her nipples. The same way she did when I jacked off in front of her. She looked so goddamn hot; the light filtering in through the blinds painted against her skin in an exotic way that seemed to accentuate her already amazing curves. All she was wearing was that frilly skirt. Keeping it on was somehow naughtier and sexier than her being totally in the buff.

She bent over Zach and was tugging on something. I realized she was pulling his jeans all the way off. Then she climbed on top of his lap. He was still sitting back, facing away from me. By the way his head followed her body, I could only imagine the excited smile he wore. As she straddled him, he finally moved his arms off the back of the couch and felt up her perfect breasts before he slid them down to her hips.

Dawn had one hand balancing herself on the couch behind Zach's shoulder. I knew she was guiding him into her with the other hand. I could almost feel it myself as I heard Zach let out a low growl and Dawn take in a sharp gasp as she let out anooh. I closed my eyes briefly in anguish,oh to be on that couch right now...

They found a steady rhythm and she put her other hand on the couch, using them both to help balance and steer her movements against Zach. Her face alternated between occasional smiles at Zach, her eyes closed in pleasure as she leaned her head back, and staring directly into my eyes with a look of raw lust. After a couple minutes she started talking again, catching my stare.

"I really like that you think about me..." Her voice was sultry.

Zach grunted a confused, "Huh?"

She pulled her stare from me to him. "You think about me, don't you?"

"Uh- yeah... of-of course..."

Her eyes closed again as she concentrated on riding him. "I think that's so hot... I like to imagine you masturbating to me..." She was looking intently at me again. "That's not so wrong, is it?" she asked in a pseudo-innocent voice. She bit her lower lip again at me. I was chewing on my own lip to keep quiet as I jerked off, watching.

"Ah- no, not-not wrong," he muttered, somewhat mystified.

"Oooh, good... I'm glad you don't mind. It just-ah- turns me onso much to know you can't help it... That you gotta touch yourself thinking about me..."

Maybe I should have felt guilty about this. Who was she being cruel to? To Zach because he didn't realize she was talking about me? Or to me because I wasn't the one whose cock was in her pussy? At that moment though, all I could think about was her naked torso slowly raising and lowering, her eyes piercing into mine, and her hot words making me burn with want.

"I- I love being able to see your cock," she breathed. As if following a command, I thoughtlessly pushed my boxers down and pulled out my hard-on so it was in plain view. She moaned deeply.

By now she was only giving cursory glances at Zach; mostly she was looking past him and at me. By the way his head was rolled back against the couch, I think his own eyes were shut as he reveled in his own pleasure. I could tell Dawn's breathing was beginning to pick up. Her arms began to tremble slightly as she pushed herself into him, slower now but with more intention.

"Mmm this is so hot... I want- I want you to come for me..." she purred.

"Don't worry baby, I will," he returned.

"Ah-ah- no, not... I- I really mean it... Come for me,please!" She was staring straight at my crotch, watching me pump myself. I knew she meant me. I squeezed myself harder at the base and gave myself quicker tugs, working myself up. Although the situation was surreal, I knew I was going to be able to blow. Shit, just the way she was talking...

"Yeah! Do it, come for me!Do it!" she was panting now. Zach was mumbling that he would soon. I didn't need to wait. The thought of Dawn desperate to see me explode was just too hot. She was begging tome. I felt the familiar floating sensation rush through my entire body in that brief second that occurs before orgasm is inevitable. Then the amazing rush up my thighs, down my stomach, and between my legs as I felt the first huge stream spurt out of me.

I had one hand still pulling furiously at the base. I cupped my other hand out in front of the head, catching the ropes of cum that shot out of me. I tried my best to hold it out a ways so that Dawn could see it spurt out and into my palm. As it happened, she cried out, "Oh god! Yessss! Come for me, you're so hot!" Then her entire body began to shake as she threw her head back and tried to muffle out her cries.

Holy shit. Watching her come right then was probably the crowning achievement of my life. My own climax would have started to fade, but simply watching her shot a fresh surge of animal heat through me, and I just kept on coming into my hand. My knees actually buckled a little bit and I had to lean against the wall to keep standing.

As Dawn clutched the back of the couch and rode her orgasm, Zach finally lost control. I heard him grunt, "Finally!" and give out a staggered groan. Dawn seemed to come back to earth then and she pulled her face back down. She leveled her gaze at me as her chest heaved with heavy breaths. Her face was completely flushed and, for once, she didn't have that look of total control painted on her face with a smirk. We returned each other's look for a few moments like that. She then mouthed a silentwow to me and smiled.

I felt like a king right then. She didn'tsay wow. Zach didn't see that. Only I did. And was that actually a surprised smile on her face? My reverie was broken when I noticed Zach trying to push himself up from the couch. Dawn's eyes grew wide and I actually saw a glimmer of panic as she feared losing control of the situation.

She pushed him back down on the couch as she got up herself, giving him a controlling smile. With one last glance at me, she gave a slight nod toward my room. I didn't need any more encouragement; my own courage was failing me now. I tip-toed as fast as I could back into my room and silently closed the door behind me, cum still pooled in one of my hands.

VII

Sunday morning was a little awkward. The three of us ate breakfast together and I pretended like I was none-the-wiser about their late-night romp in the living room. For her part, Dawn played it completely cool as well, although she managed to sneak knowing glances at me, and it was all I could do not to crack a stupid grin back at her.

Most of the day passed by without incident until the evening, when Zach was going out to a barbeque his brother was hosting. He invited both me and Dawn along. I declined, causing him to roll his eyes and tell me I needed to get out more. Dawn claimed that she should probably get back to her place and make sure her neglected stuff was still intact. Zach shrugged.

Around five o'clock, Zach was almost out the door. He gave each of us one last chance to tag along, but we both declined. Dawn was visibly packing her things up, getting ready to return home. I wondered which of them was going to leave first; part of me actually hoped it was Dawn. I had been bustling with nervous energy all day and I wanted to actually relax.