So I wake up in the middle of the night as usual. I feel the warmth of a man next to me. The memories of last night come flooding back. I glance over at him sleeping soundly. I dont have a clue of what time it is, there are no windows in here, but it feels like its really early in the morning before sunrise. I do notice he's only wearing his underwear, and only partially covered by the sheet, must have taken his clothes off at some point. He has a pretty nice body, my eyes wander to his crotch imagining whats behind that thin layer of fabric. I reach out and touch his chest, his skin is warm and smooth. I wonder if he feels that way all over, my fingers trail down to his stomach, then right above the waistband of his undies. I run my finger through the beginning of his happy trail...soft man hair nothing like it.
Somehow I wind up with my face close to his hips as he's laying on his back still sleeping. My fingers slowly and gently feel his hips and the tops of his strong thighs. He's not a muscle head, but I can definitely appreciate his strength, I remember how he mentioned going to the gym 3 times a week. I immediately thought to myself its paying off. I couldnt resist touching his flaccid penis, I could see the silhouette of it, when i ran my finger down the length of it, I felt it become semi erect. He stirred turning towards me, but he's still asleep. I direct my eyes back to his cock, its now right in front of my face mere inches from my mouth, flaccid once more, but still calling out to me. I kiss it through the fabric of his underwear, I love the feel of it against my face. Gingerly I work my fingers inside the fly front of his undies, I feel the warm velvety skin of his scrotum first. Then I feel around for his dick. I find it there dangling down towards the bed, I look up at his face, he's still sleeping. Somehow in one delicate maneuver I extract his penis though the fly front of his briefs. I have no idea why but the idea of him being exposed while still wearing his undergarments is such a turn on. I want to see his balls too, so I maneuver the fly around them and they drupe there in all their glory. My mouth is watering, my body is humming, I guess it doesnt hurt to repay the favor.
I kiss his balls taking time to savor the warmth and feel of his skin against my lips. I slowly lick up the shaft of his cock towards the head, I feel his cock start to harden a bit. I want to feel him get hard in my mouth, I want to feel his erection grow inside my mouth. I slowly suck his cock between my lips, then deeper into my mouth. My nose is pressed against body, I feel his balls pressing against my chin, my lips wrapped firmly around the base of his dick, my tongue flicking over his growing erection while sucking gently. For some reason sucking him while he is sleeping is so erotic, I wonder if I can work my way into his dreams. Maybe he'll just think all of this was just one hot dream, I dont know and at the moment I dont care either. Soon his erection is pressing against the back of my throat, I back him out of my mouth so I can focus on his head for a bit, after licking, sucking, and teasing his glistening dome I thrust his boner back into my mouth. Once my lips are at the base of him I stick my tongue out and lick his balls, I cant help but moan I'm enjoying it so much. I'm so into giving him head I didnt even notice his breathing had changed, instead of the deep breath of slumber he was breathing more shallow. I feel his hand touch the side of my face, "Are you having fun?" I hear him ask. I pause looking up at him my mouth full of his cock. My eyes must have betrayed me before I could respond he said, "Its ok do what you want, I just didnt want you to be startled when I moaned or something. It was becoming really hard for me not to make any noise." I resumed sucking him passionately, I knew he was watching me, I wanted him to watch me. He rolled back onto his back, my lips followed him not missing a beat. His fingers were in my hair, he was moaning telling me how great it felt, how sexy i looked, his voice was pushing me to be more daring. I motioned for him to turn over on his belly, he did so, I knelt between his legs and pulled the back of his underwear down baring his ass. What a nice round ass he has, I rub it with my hands first, then I bend down burying my face between his cheeks. I feel his opening on my lips, I lick my tongue out tasting him. One taste isnt enough I begin licking his hole as if its the last one on earth. Soon he is bucking his ass into my face wanting more, I'm thrusting my tongue in and out of him. In the middle of all of this I manage to get his underwear off. I'm eating his ass from behind, stroking his dick with my hand, and massaging his balls with my other hand. I could hear his muffled moans, and I'm sure he could hear mine as well.
I stopped eating his ass and looked at him on now on his knees ass in the air dick and balls dangling majestically. I laid down on my back sliding my head between his legs stopping when my mouth was aligned with his throbbing erection. I wanted him to fuck my face in a major way, seeing his manhood dangling so close to my lips and envisioning it sliding in and out of my mouth as he thrusts into me was doing a number on me. I said to him )more like to his cock(, "I want you to fuck my mouth...please?" He lowered his hips slowly, as soon as his cock touched my parted lips I knew I was in for the ride of my life. He slid in and out of my mouth slowly and sensually. He was making love to me. He rolled onto his side, I turned my head no letting his cock slip from my lips he placed his hand gently on the back of my neck. He wasnt forcing me just gently holding me steady as he moved in and out of me. It was so sensual, so sexy, I'd never had a man to do this to me in this way before. Usually they just pound away until they get the prize, sometimes I dont mind that, but something about this, about him was different. I could tell he was enjoying, he had sped up just a tiny bit, but more than anything I could feel his cock straining becoming more vascular. I love the way his veiny cock tastes in my mouth. I love the way its so engorged its red almost purple. He varies his thrusts from long sliding himself out all the way to the tip and back in, to short concentrated thrusts almost like punching the back of my throat. The slurping sounds blended with his moans of pleasure and makes the perfect soundtrack. My nipples are so hard they ache, I'm still naked from last night, I reach down and rub my clit to alleviate some of tension down there.
I'm in pure bliss letting him have his way with me. I dont feel degraded, demeaned, dishonored or any of that. If anything I feel great, I feel honored to have him lusting for me, deriving his pleasure from me. He strokes in an out of me at a steady pace chasing his orgasm, my fingers are wet from rubbing my wet pussy. I have this idea to help him along. I take my slippery fingers and lube his asshole a bit with my juices. After he's lubed enough I slip my fingers into him stroking his prostate at the same pace hes stroking in and out of my mouth. I can feel him about to explode in my mouth, I cant wait, my fingers pushing the magic button inside him over and over. I hear him let out a roar of satisfaction as he buries his dick deep into me. I feel his cum spurting out of him, feel his contractions squeezing my fingers, and his cock pulsing in my mouth. Spurt after spurt he is letting go of a huge load, I'm taking it all. I swallow several times with his cock in my mouth milking more cum out of him. Finally he stops cumming and withdraws from my lips. I didnt realize how sore my jaw was until now. I remove my fingers from his ass. "Payback is a bitch hunh?" I ask jokingly, he laughs. Its fun being with him.