I've changed a few details, but this is pretty much how things happened.
My freshman year of college wasn't quite the nonstop sexfest that the movies promised it would be. My high school girlfriend had gone to college on the other side of the country, but we'd decided to try the long distance thing. We'd both been virgins before we started dating and I was convinced we'd be able to make it work. The one thing I hadn't counted on was my best friend, Michelle.
It was the second month of the semester when Michelle came to visit me in the dorms. She was eighteen, but still a senior in high school and had to make up an excuse about spending the night at a friends house to cover for the trip. I hadn't seen her in weeks and was so excited for her to come. We talked every day on the phone and just before I'd left for college we'd shared a tentative, awkward kiss. I hadn't told my girlfriend about it, but Michelle swore it didn't mean anything, she was just going to miss seeing me all the time. Besides, we'd been friends for a while and nothing had happened before, so there was no reason for anything to change.
Maybe nothing changed for her, but things definitely changed for me. I couldn't stop thinking about her or the kiss. I'd always known Michelle was attractive. She was 5'10 with model legs and a perfect ass. She was a bit on the shy side and I knew that despite her good looks, she hadn't dated much. At least last year I'd had a girlfriend to distract me from just how spectacular her body was, but now I was alone and horny as hell and it was all I could think about.
She arrived in the afternoon and I showed her around campus and introduced her to my friends. After dinner, we headed back to my dorm and lay on my bed watching movies on my laptop. I'd told my roommate a friend was coming over and he'd graciously offered to spend the night somewhere else so that she could use his bed. It was about 1 am when we decided to call it a night. She got up and asked me to turn around so that she could change. I turned to face the wall, but tilted my head a bit to try and catch a glimpse of her. I caught the slightest view of her ass in a black lace thong before I chickened out and turned back. It was every bit as perfect as I'd imagined.
She finished changing into her pajamas and I looked over to my roommates bed, but she climbed back into mine. I wrapped my arms around her and she pulled herself closer to me. Her body brushed against my erection, but if she noticed, she didn't react. We talked for another few minutes before drifting off to sleep.
I woke up a few hours later. The alarm clock shone from across the room: 4:07 AM. Michelle was still fast asleep. My arm was aching from the position we'd been sleeping in so I shifted her slightly to free my arm. She didn't stir. It was at that moment that a terrible idea crossed my mind. Michelle was asleep on her stomach, wearing just her pajamas, right next to me. I remembered how her ass looked in the lace thong and my cock sprang instantly to life. I reached my arm around her and slowly placed my hand on her ass. She was still fast asleep. I gave it a light squeeze and slid my hand down her thigh and began to rub her pussy through her clothes. Still no reaction. Feeling bolder, I reached for her waist and slid my hand down her pajama bottoms. I felt the smooth lace of her thong and the soft skin of her bare ass. I pulled the pajamas down to get a good look at her ass.
I'd been groping her for about 10 minutes and she still had yet to make a sound. Her silence encouraged me and I slipped my hand into her panties and slid my finger down along her crack until I touched the outer lips of her pussy. My hands were shaking and I stuck a finger inside her and began to gently rub her clit. Her pussy was responding to my touch, even if the rest of her was still sound asleep. A few minutes of fingering her with one, then two, then three fingers and her slit was glistening with her own juices.
My cock was physically aching at this point. I don't think I've ever been more turned on in my entire life. I pulled her thong down her legs and as carefully as I could, shifted up to my knees. She was lying there with her wet pussy exposed to the night air. I pulled my boxers down as I considered what I was about to do. I genuinely loved this girl, she was my best friend, could I really do this to her? Worse, what if she woke up? What was I going to say? "Sorry I was sleep fucking you"?
I knew this could be the end of our friendship. Hell, I knew I could be arrested, but I looked at her body lying there exposed and I didn't care. I was going to have her.
I pulled my leg over her so that I was now straddling her. I got onto a my hands and knees on top of her, careful not to put to much pressure on her. I stuck a couple fingers in her pussy and worked them around for a minute to make sure she was ready. I inched my cock up to her pussy and slowly pushed inside. Her pussy felt like heaven and it was all I could do to stop myself from exploding right then. I slid my cock about an inch in before I felt resistance.
Fuck. I knew she was still a virgin. How had I forgotten that? It was too late to stop now, I told myself, and pulled back slightly before giving another deliberate, slow thrust. I pressed against her barrier for what felt like a lifetime before I finally pushed through. I realized that I hadn't been breathing, so I took a quiet gulp of air and looked down at Michelle. Here was my best friend, one of the most beautiful girls I knew, impaled on my cock. And she didn't even know it. I had to be completely silent, but the fact that she was asleep was incredibly exciting. I could do anything I wanted to her.
I started to gingerly thrust inside of her. My thrusts grew deeper and I reached one hand down her top and began to fondle her breasts. At this point, I don't think I even cared if she woke up. I felt my orgasm build inside me as I fucked her sleeping body and I kept thrusting until the last possible second. I pulled out and frantically reached for the sheet. I tried to aim my cum at the sheets but the first shot spurted some onto the small of her back. I was about to wipe it off, but there wasn't very much and I thought it would be funny for her to wonder what that dried stuff on her back was in the morning.
I pulled my boxers back on and slid her panties and pajamas back into place. I climbed back into a lying position and rubbed my hands over her body. Completely exhausted, I reached under her shirt and gently caressed her breasts before I finally fell back to sleep.
We both woke up early the next morning. Luckily my hand had shifted at sometime during the night to her stomach, although it was still underneath her shirt. She didn't say anything as she got out of bed and headed for the shower. I mentioned something about a weird dream last night, trying to see if she was aware of anything that happened. She said her dreams were pretty normal.
We spent the rest of the day together before she had to drive back home. She gave me a big hug goodbye and told me that she'd call me that night. We ended up having sex (while she was awake) a while later and we're still friends, but to this day she has no clue what happened that night.