i have a problem my friend and i happen to break up with our significant others around the same time so we figured misery loves company and all so we started hanging out more together. she needed to change so i let her use my room. i forgot my webcam was on and recorded her changing so i ended up with a tape of her naked. i didnt mean for it to happen but i couldn't delete it. we spent another night out drinking in vegas and due to a mix up at the hotel ended up in 1 bed. i have issues sleeping in clothes no matter how hot or cold it is and i told her that she said it was fine so i was sleeping in just boxers and a wifebeater. she came out of the bath room in just a long tshirt and panties. we went to sleep and in the middle of the night she rolled into me and snuggled her back and ass into me which woke me up because it was unexpected. so i wrapped an arm around her waist and went back to sleep thinking nothing of it.

after a few minutes she started grinding into me in her sleep. i didnt know what to do i was pretty sure she was asleep so i didn't know if i should have pushed it further or try to stop her(i didn't want to stop her). after a few minutes of this i was rock hard and moved my hand from around waist to her hip underneath her shirt and pulled her into me. she moaned and i thought she was awake so i stopped and leaned over her and whispered to her was she sure about what we were doing she just moaned again and i see shes not awake. so i just laid back down. i put my hand back on her hip but this time i didn't pull her into me.

after a few minutes she starts back up again at this point im horny as hell and don't care if shes awake or not im enjoying it. after about 10 mins of this i decide to go for and roll off my side to more of my back as i do i grab one of her legs and pull it with me spreading them open. shes partially on top of me and hard dick still in between her ass cheecks. I go under her shirt and rub her pubic bone and she starts moaning but at the same time she moves hand to mine and i freeze im like fuck im busted. but even this didn't wake her up. i rotate my hand so i reach her clit and start making light strokes up and down on the front of her panties. at first she doesn't respond but then she lets go of my wrist and runs her hands up to her breast and when she does her shirt rises up a bit and exposes her stomach and the top of her panties.

now i get really bold and slip my hand into the side of her panties and touch her bare pussy. she still not very active towards me but shes enjoying herself and rubbing her tits. after about 5 mins of playing with her clit i stick my middle finger in her pussy and she moans but she moaned her exes name. i didn't care at that point she could have started speaking in tongues i wouldn't have cared, after a few minutes i put two then 3 fingers in her pussy was amazingly tight and i could feel her tightening up on my fingers. now i thought she was going to stop me when she started moving but she reached behind her and started fondling my dick. pull it right through the hole in the front of my boxers. so i figured she was awake but if she was her eyes were still closed. her hand slowly rubbing my dick put me over the edge i had to fuck her so i stopped fingering her just long enough to hook the back of panties and pulled them down to mid thigh rolled her on to her side and pulled them down to her ankles.

i licked fingers rubbed the saliva on my dick positioned my head at her entrance grabbed her hip and pulled her back on to the head of my cock. she was so wet i could have slid all the way in. i slowly sunk my whole cock into her im about average length of 8" but im 5". she moans her exes name again and i dint care i slowly start pumping that beautiful tight pussy. i continue to fuck her a little faster now and reach up and grab her tits. i still cant believe this is happening i was always attracted to her but she always seemed not to be. after about 30 mins i feel like im going to cum.

i figure she must be awake after this pounding and her moaning so i told her im going to cum if she doesn't want it in her tell me or stop me. im moan im about to cum, im about to cum and i get no response. so i slam it deep into her and she jumps she wakes up for a few seconds and looks back and says yeah baby fuck me, fuck me and says her exes name again. and rolls back to the front. she was not awake the whole time and now i feel bad about cumming inside her. im still inside her for a few minutes until i go soft, then i pull her panties back up put my dick back in my boxers and snuggle up to her and put my arm around her again and grabbed a tit and fell asleep.

the next morning i woke up and she was already in the shower so i went and got coffee when i came back i could hear light moaning coming from the shower. so i just sat on the bed turned the tv on and had my coffee. when i turned on the tv the moaning stopped soon after the shower stopped and she came out wrapped in a towel. she walked into the sleeping area and said good i said good morning she had a smile on her face and asked me if i slept well. i said it was good and asked her the same she said she slept well but had a very vivid dream. i asked about what but she would say. she said it was good though. after she dried off she came and laid in bed with me with her head on my chest and i kissed her forehead. after a while we got up packed because we had to switch rooms, moved room and then hit the casinos.

she didn't get pregnant and i never heard anything about it. but it wasn't the only encounter we have had but ill save those for the next confession. enjoy