BRUNETTE GİRL

"Cousin Matt! In my house! Right now! Can we stay here? Please? Oh please, oh please!"

It was that pathetic plea that had Rachel offering Mark the couch in the den. He hadn't slept over since they were little, so that was one of the few places there was for him to sleep. Sleepovers weren't really necessary when the two lived so close together, but he had been known to doze off on the couch in the living room from time to time.

She received a message from Drake about the Annual Comic-Con Convention, and then later Mark got ready for bed. He went into the bathroom to change into a pair of striped blue and purple PJs, similar colors to what Rachel was wearing her track pants and a tank top.

As she watched him sit on the edge of her bed, she frowned and remembered something. "Look Mark, a few people have slept on that couch and almost every time it’s caused ultra back pain."

"Yeah? Bummer." "I don't mind if you sleep in here like you used to," she offered. "There is plenty of room. As long as you don't hog all the covers and you stay on your side of the bed, okay?"

Mark smiled, and neither really thought much of this. They were friends, and half the time neither of them even acknowledged that they were a boy and a girl.

So they crawled under the covers together, and as promised stayed on their own sides of the bed. She turned off her lights and lay down to sleep. Later in the evening Rachel awoke because Mark had knocked her out of her sleep when Mark's hand hit her in the back of the head.

Her eyes shot open, and she turned to her friend with an irritated look. "Mark!"

He was still asleep. It seemed he had rolled over onto his back, and his hand had inadvertently swung into his sleeping friend.

"I thought I told you to stay on..." She trailed off when she noticed something unexpected. A little tent had been erected in the middle of the duvet, right around where Mark's groin was. He had an erection. Blushing furiously she rolled back onto her side of the bed with her back to him. This went way beyond awkward. She had never been this close to an erection before, and never would have thought of it from Mark.

But she could deny it no longer. Mark was a guy. With a penis…an erect penis…in her bed.

Her breathing started to get louder, and she knew there was not much hope of her getting back to sleep now. She considered waking Mark up, but decided that would only succeed in embarrassing him. Besides, he was a freakishly deep sleeper; she probably couldn't wake him even if she tried. The guy could easily sleep through a nuclear explosion.

Turning back she took a glance over her shoulder, and then lay back down still blushing. Yep the erection was definitely still there. And though still tremendously nervous, she found herself a little curious. What exactly was going through Mark's head? Who was he dreaming about to make him hard like that? A girl at school? A woman from the TV? One on those scantily clad characters from his comic books or video games? ... Amy perhaps? Even Rachel had to admit that woman was pretty sexy. If she went for girls, Amy would definitely be one of her top five choices.

She paused and started to blush even darker. What if he was thinking about...? Nah! Mark wouldn't... He didn't think of her that way... Did he?

Again she glanced back at the tent in her duvet, and this time just stared for a while. She started wondering what kind of things they would be doing in his dream, if it was about her. Was she on top? Whenever she fantasized about a guy, she was usually on top. She liked it that way, the feeling of power and control as she rode a cock until her lover came, shuddering and moaning beneath her. Never fantasized about Mark though, the idea never even crossed her mind. Not until now that is.

Again she turned away and laid down deciding to go back to sleep. Put those thoughts out of her mind and just sleep, so she closed her eyes tight. Trying her best to empty her mind of that sexy image.

... What... were they wearing in the dream? Were they both completely naked, or was she wearing some sort of kinky leather getup? And was he going down on her? God she bet that would feel good, guys in her fantasies would always lick her out a lot. Yeah, she would so eagerly mount Mark's face, grab both of his ears and wouldn't let him stop. He could lick her for hours and she'd still want more...

"Shut up, brain, shut up!" she hissed out loud. "This is Mark! Maaark!!" Sure she'd often have thoughts like this about Brad Pitt or Hugh Laurie on occasion, but never Mark.

Without even really realizing it, she turned to take another look. Yep his erection is definitely still there. Must've been a really good dream he was having, whatever it was. A part of Rachel hoped he was dreaming about her. That this erection was for her. She found herself thinking about how much she'd enjoy draining it dry for him, leaving him totally satisfied.

"Snap out of it Rachel! This is your best friend."

Despite herself, she kept staring. She never had seen a real life fully erect penis before. Sure, her mom had taught her all about sex, being a doctor. And because she was a liberated 21st century woman, she'd made sure Rachel knew all about her body and how to have an orgasm. But she'd never seen a real penis, unless you counted the illustrations in her sex education books.

Would it really hurt to take a peek? I mean it was Mark, they had gone through that whole you show me yours, I'll show you mine thing when they were little. Surely he wouldn't mind showing her an erect penis for the first time? And even if he did mind, wasn't like he'd ever have to know. Yeah, maybe just a little peek. Who better than her best friend in the whole world?

Getting up onto her knees, she pulled the covers back off him. He mumbled something inaudible when the cold air hit him, but didn't wake. Now the tent was in his pajama bottoms, and as she slid closer on her knees, she hesitated as she reached for the rim of his pants.

Was she sure she wanted to do this... Sure... Why the hell not? It was just an innocent peek. Healthy curiosity, that was all. There were sure to be plenty of girls who've peeked at a guy given a chance like this. Nothing to be worrying about.

Ever so gently she pulled down his pajama pants, slipping it carefully over the obstacle that was jutting out. She let go of his pants and jumped when his member flicked free of its confinement, and extended to its full length.

Rachel just stared, admittedly impressed. She didn't exactly have any basis for comparison, but from where she was standing he was still pretty big. By her estimates, well over eight inches, and pretty thick too. She was pretty certain that qualified as 'better than average.'

Scooting in a bit closer, she leaned in to get a closer look. The skin was red, but also kind of pale. Of course, he probably didn't get much sun down there. Redder around the glands though. It was circumcised, him being Jewish and kind of veiny.

It was... she wasn't sure... was beautiful the right word? She decided that would have to do for now. But if she had truly been honest with herself, sexy probably would have described it better. She definitely liked what she saw. After spending a few more minutes just staring, she felt herself blushing. Should she touch it? Would that be crossing a line?

'Come on Rach, you're way past crossing lines already!' But should she? Would the skin feel much different from any other part of him? What it felt like wasn't exactly something they taught in health class. So in the interest of education, maybe she should touch it just to see.

She reached forward a little reluctantly, as if she were worried it would burn her. And once her fingertips met his penis, she pulled them away with a start when it jerked in reaction to her touch. In an act of caution she looked up to Mark's face to make sure he hadn't wakened. He was still in that deep sleep. So she reached out for it again, a little less reluctantly this time, and gently placed her fingertips onto the tip of it.

The bulbous end seemed to be the most sensitive part. The skin seemed thin and was wrapped tightly over hard flesh. If she ever put it in her mouth, slurping on the tip alone would probably provide him with a lot of pleasure. The skin further down on his shaft was little bit more loosely. Kind of soft velvety when she stroked it.

Absently she was soon gently stroking the full length of it, her hand moving up and down. She concentrated on how it felt in her hand. It was kind of nice. She could imagine how a woman would enjoy having this thing slowly sliding in and out of her pussy...

Startled again by her own thoughts she pulled her hand away. Was she just picturing Mark's penis... slipping in and out of her... No, he was her friend, she wouldn't think that!

But damn, she was wet. She hadn't realized it, but ever so slowly she had been getting more and more turned on by this. If she didn't take care of her arousal right away, she might do something unwise with the big penis staring her right in the face.

Turning to her bedside table, she reached into the top drawer and pulled out her trusty vibrator. Mom was one of those people who believed masturbation was very natural, and had made sure her daughter had access to things like this without having to be asked.

She slipped off her pants and dropped them off the side of her bed, then switched on the white plastic toy, which started to buzz and vibrate. She wasn't much worried about waking Mark up. If he could sleep through a nuclear explosion, he could sleep through a little buzzing and pleasured moaning.

But as she ran the side of her vibrator up the inside of her thigh, and slowly towards its destination, she paused and found herself looking at Mark's penis again. And then, unwillingly she started to think as her eyes moved back and forth from her vibrator to the erection.

Fake cock... Real cock... Fake cock... Real cock... Would she dare? If she was going to have something sliding in and out of her pussy, why bother with her vibrator when she had something considerably bigger, and way more real right there for her use? It sure was appealing, taking pleasure from a rod that would also take pleasure from her. The prospect of working that big hard cock until it squirted her pussy full of a nice warm reward, was getting her hotter than she ever remembered being.

'Wait, wait!! Are you crazy Rachel that would involve losing your virginity!! You don't want to do that with a sleeping guy! With Mark... Do you?'

This time she turned to look at Mark's face. Well... She was probably going to do it sooner or later. And to do it with some random guy from school, even Adam, who was a totally nice guy and a hottie to boot... It didn't seem all that appealing. Not for her first time, anyway.

Her first time, she would want to be with someone who loved her. Who would always love her? And Mark was probably the only guy she felt sure would do that. Even if they had a falling out one day, and didn't talk again for years, they would still always love each other. She decided she would never regret having her first time with Mark.

Getting back up onto her knees, she crawled over to his side of the bed, naked from the waist down this time. She considered waking him first, but part of her was worried he'd turn her down. There was another part though that said doing this while he was still sleeping was quite a turn on. She was already tingly all over just thinking about it.

Climbing over his body she straddled his hips, and lowered her bare pussy to within an inch of his cock. This was a pretty big step, so she hesitated, before lowering her hips just enough for their loins to touch. It was really warm.

She took his penis into both hands, and held it in place as she rubbed against it in circular motions. She liked what she felt and was getting wetter by the second. Soon she had started rubbing up and down the full length of his penis, with the outside of her dripping wet crotch, and then she paused. Started to have second thoughts now that she was so close.

"Rachel," Mark gasped breathlessly. "Rachel!"

Startled she looked to his face, only to find that he was just talking in his sleep. And that bought a wide smile to her face. He was dreaming about her, this erection was for her. And that being the case, she decided she was going to make good use of it.

All doubt finally gone from her mind, she pressed the tip of his member hard into her opening until it started to slide in. Barely an inch of it had her gasping; this was a lot thicker than her vibrator. It was probably going to stretch her a little wider than she was used to, and definitely sink a lot deeper.

But as she ever so slowly slid more of him inside, she found it didn't hurt. It ached a little, but the ache was far from unpleasant. Her hymen wasn't an issue either, being broken long ago due to a kick to the stomach from a sparring partner. Her breathing quickened as she slowly lowered her hips onto Mark's, taking in inch after wonderful inch. Mark too started to breathe harder, the deeper he sank.

"Oh God!" she gasped, as he got just over halfway in and kept sinking. This was so much better than plastic! He was already deeper than her vibrator had ever been! And it felt sooo good!

Moaning long and loud, she finally engulfed him right down to the hilt and sat still a moment. She shuddered with delight as the most wonderful warmth rose up through her body. Then as she started to rise, still slowly, she got in the sudden urge to make a little sexy talk with her sleeping lover. She raised her hips until only his tip was still inside her, and then sank back down still at that deliciously slow pace.

"Naughty boy, Mark," she gasped breathlessly. "Making me all horny like that! Well it’s your entire fault, so you're going to make me feel better, aren't you? Gonna make me cum real hard all over your big hard cock, like a good boy? Yeah!"

Her own words excited her even more, and she started to rise and fall a little faster. A part of her was a little worried that he might finish too early and leave her on the edge with no orgasm. So she continued with her sexy talk.

"Don't cum yet Mark, please not yet! I need get off so bad baby, please hold it back! Please!" Her hips started moving much faster, and it was less rising and falling now, and more bouncing. He seemed to be heeding her pleas and didn't seem to be Cumming early. There was a hint of what sounded like frustration in his moans now though.

"Just a little longer, baby, I'm sooo close! Please! Pleeeaaassse!! Oh God!!"

Her hips were a blur now, the friction was so wonderful, and she reached down and played with her clit to add to it. And in a very short time, a very familiar feeling started to rise up through her body.

"Oh yes!! God yes!! I... I'm... Cuuuuuummmiiiiiinngg!!!"

The orgasm had her whole body shuddering, but unlike the orgasms she was used to this one lasted much longer. It seemed every time she was coming down from the orgasm, she had a whole new one! And she had to bite her tongue to keep from screaming. Masturbation had never been this good!

"Oh yeah, I'm going to make you feel so good for this, lover!" she gasped, not slowing her riding motions. "Your turn to cum now! Come on! Give it to me, Rachel wants it so bad!"

After the most incredible orgasm of her life, she was very eager to return the favor. Whether it was going to wake him or not, Rachel didn't care. She wanted Mark's cum, and she was going to get it. Mark was about to be drained completely dry.

"No more holding back Mark," she purred, reaching back and massaging his balls to encourage him. "Show Rachel how much you love her! Give it to me! Give it to meee!!"

She couldn't believe she felt another orgasm coming on just as she felt Mark's balls tighten, and he started to moan louder than ever. And when she felt him ejaculating inside her, the pure sexiness of it had her Cumming again, right along with him.

"Ohhh yeeeeeesssss!! Squirt that cum!! Show me you love me!! Oh Goooddd!!"

Mark squirmed in ecstasy beneath her, moaning and grabbing handfuls of the sheet beneath him. Rachel continued to ride him and massage his balls until his squirming stopped, his body started to relax and his penis softened inside her.

Then it was her turn to come down, so she collapsed on top of him and affectionately wrapped her arms around his shoulders and nuzzled into his neck. She slid off the top of him, and cuddled up close.

"Oh yeah, I'm definitely doing that again," she giggled, kissing his neck gently. A part of her had thought that she would have regretted doing this, but she didn't at all. She was actually looking forward to a second helping. And the fact that he hadn't woken up once didn't bother her either. As a matter of fact that was one of the sexiest parts. That he would probably wake up tomorrow and be none the wiser.

"Ohhh, you and me are going to have such fun from now on Mark," she purred into his ear. "And I'm going to be totally climbing the walls until tomorrow night. Because as soon as you go to sleep, I'm gonna be climbing onto that cock all over again."

She smiled evilly when she looked down and noticed something. "Or maybe I won't have to wait that long." Reaching down she clasped his hardening penis with a giggle. "Is that for me, stud? Don't mind if I do."

Again she climbed up and straddled his hips, stroking his cock with both hands to get it nice and hard for entry. "But if you don't mind, I think I'll take my time with this one."

And she did; nearly an hour to be precise. Then several orgasms and another nice big load in her pussy later, she pulled his pants back up and her own back on. Then she curled up next to him and fell into the nicest sleep of her life.

***

Mark woke up, to the sun shining through the window, and surprisingly enough Rachel cuddled up to him with her cheek rested on his chest. He gently tapped her shoulder to wake her.

"Um. Rachel?"

"Mmmm?" she moaned, without opening her eyes and cuddling up a little closer.

"What happened to staying on our own sides of the bed?"

She opened her eyes, but her smile remained on her face. "Sorry Mark. Guess I mistook you for my teddy bear."

He smiled back. "You mistook me for a ten inch tall plushy toy? Masculinity fading. Fading. Gone."

Rachel let Mark go and just giggled at the joke. He looked to the bedside table next to him, and pulled the plushy in question from his perch and handed it to Rachel.

"Here you go, Rach."

She accepted the toy and looked right into Mark's eyes as she cuddled it. "Oh Mark, you can be so sweetheart sometimes."

"What do you mean sometimes?" he snickered. There was a moment of silence between them, and then Mark lay back and looked to the ceiling. "Is it just me, or was that the best night’s sleep ever?"

For some reason Rachel found this really funny, and broke into an uncontrollable fit of giggles. "Yeah Mark. I really enjoyed it too. Let's do it again tomorrow night, 'kay?"

He smiled and nodded. "Sure thing."

To be continued...?

Rachel on the other hand had predicted correctly when she had cuddled up to him the previous night. She was totally climbing the walls today! She just had to have a second round, and he had to be asleep for it! She just couldn't wait. Most of her day was spent in a state of intense sexual arousal. Many times she had been tempted to find some place private and finger herself to orgasm, but each time she decided to save it for Mark.

Today he seemed totally different to her too like when watching him eat, which was something that would usually gross her out, had a very different effect on her. At Taco Bell, she was totally mesmerized while watching him eat a taco. The way he leisurely devoured it, occasionally licking loose drops of cheese, and nibbling away at his favorite bits. She'd never realized what a long tongue he had. Or how well suited his entire mouth would be to giving pleasure.

Sitting right there across the table from him, she started fantasizing that he'd finished his taco, and dropped under the table for a little desert. Her panties were down, his head was under her cheerleader skirt and once again he was leisurely devouring his meal. Licking at the loose drops, and gently nibbling away on her tastiest bits. God those big ears would make fantastic hand holds as she ground her pussy into his face, and demanded more and more! Rachel was almost ready to cum just thinking about it, before she was cut off by Mark.

"Rachel?"

She blinked out of her trance. "Hm?"

"Why are you looking at me like that?"

Snapping out of it and regaining her composure, she blushed. "Oh. Sorry Mark, guess I was day dreaming."

Good old gullible Mark accepted that, and didn't inquire any further about her strange look. They had to head to go to Comic-Con now anyway. Sadly Rachel found that she didn't stay composed for long, and again her hormones started to take control of her. Their best friend Drake had whipped up a villain’s outfit for each of them, and Rachel went dressed like Cat Woman.

As she looked at herself in the mirror of the public bathroom she had changed in, she decided she looked really sexy. It hugged her figure so well it looked painted on, and the tail and the cat ears gave her a real sultry look. She wondered if Mark would find it sexy. And how long it would take him to make her purr...

"Mmmm..." she moaned out loud, as her mind started to wander. She was a bad kitty, a very, very bad kitty and she wanted Mark to stroke her until she purred! God she needed it! She was in a public bathroom, but if he locked herself into one of the stalls she could easily give herself a nice orgasm within a few minutes. Especially when she was turned on as she was.

But that would be such a waste! She knew cumming on Mark's cock would be so much more satisfying that doing it herself, so again she decided to save it for him. Besides, he was waiting for her outside the Convention Center; she'd better not keep him waiting.

The time she spent at the convention didn't help her state of mind much either. She was getting really grumpy by now, as well as horny, but things were about to get worse. There were a couple of things she never told anyone, not even Mark. And one of those things was that after a good fight, especially a fight with Amy who was probably the best fighter Rachel knew; she would get horny, very horny. One of the main reasons she kept a vibrator in her bedside drawer, was that after a mission where she fought Amy she always had some vigorous masturbating to do.

But the fact that she had been way hornier that usual going into today's fight, things were much worse once Amy and Bob (Amy’s boyfriend) escaped. To be precise, she was so mad with lust, she was about ready to jump Mark then and there in the convention center. Tear off his clothing and hers, and ride his cock until she orgasmed over and over... In front of everyone at the convention.

Fortunately she managed to stifle that urge... Barely. Mark got knocked out by Bob who had been dressed as Darth Vader, and he seemed to have hurt his head. So she then took Mark home with her, where they hung out until it started to get dark.

"It's getting dark. Maybe we should go to bed," Rachel suggested, ready to burst after a day of waiting.

Mark frowned. "Rachel. It's only 6pm!"

"Oh... okay." 'Damn!'

A few minutes later, Mark started complaining that his head still hurt from the fight and that he felt weird. Again Rachel jumped at a chance to get what she wanted.

"Really? Maybe you should have an early night."

Again Mark frowned at her. "But Rachel it’s too early."

"No buts Mark, if you hurt your head you should sleep it off," she said, pretending to give a damn about his stupid sore head. "You're going to bed right now, and that's that!"

Pouting childishly he stood up and Rachel followed him up stairs to her loft bedroom. "Man! You're worse than my Mom!"

Smiling widely, Rachel waited for him to change into his pajamas as she changed into hers. Why was he taking so long, he had been in the bathroom changing for thirty whole seconds! He was too slow! At second thirty two though, he finally came out in his pajamas and headed to the bed, rubbing his head again.

"Man I'm feeling way weird."

"Just go to bed Mark, you'll probably feel better in the morning," she suggested. 'I know I will,' she added to herself, with a wicked smile.

He climbed under the covers on Rachel's bed, and then laid down. "I mean something's going on in my head. Thoughts are going through my mind that don't usually. Like I want to do something bad, or naughty or something."

Rachel smiled widely, at that moment not really giving a shit. 'Oh I'll be doing enough naughty for the both of us, don't you worry,' she thought. "Yeah whatever, Mark. Good night."

She climbed into her side of the bed, and he looked at her. "You're coming to bed early too?"

Why wouldn't he just shut up and go to sleep already?! "Um... Yeah Mark, I'm really tired. Now go to sleep!"

He rolled back over so they had their backs to each other, and he grumbled under his breath. "Geez, someone's cranky tonight."

He had no idea. But when things finally started to quiet down, and Rachel was about ready to start jumping for joy. Finally, that wonderful cock was all hers again! She was going to be cumming all night long!! Better check to see if he’s asleep first though.

"Mark?"

"Yeah?"

'DAMMIT!!! STUPID FUCKING INSOMNIAC BASTARD!!!' Taking a moment to calm herself, she answered through clenched teeth. "Um... Nothing Mark. Just checking to see if you were asleep."

He chuckled. "Maybe I will be, if you give me more than twenty seconds before asking again."

Biting down her frustration, she forced a laugh. "Yeah. Okay."

Had it really only been twenty seconds? Man, she needed it bad! If he didn't go to sleep soon, she'd just jump him and fuck him silly while he was awake, whether he wanted to or not. The thing was she really REALLY wanted him again while he was sleeping. Call it what you want, a fetish, an obsession, but Rachel wanted it. Now!

This time she stared at her digital clock to make sure she waited longer. Once Mark got to bed it didn't usually take him long to doze off. She decided to give him five minutes, before she checked to see if he was asleep again. But as she watched the clock she came to realize something.

One minute was a really long time, let alone five! Barely two minutes had passed before she started to get frustrated. Was her stupid clock broken or something?! It hadn't even reached three minutes yet, but it felt like she'd been watching it for hours! Oh wait there was minute number three. But could she really wait two more that was a long time! She needed to cum right now! Maybe if she slipped her hand down the front of her pants and teased her clit a little that would take the edge off?

No, no! She had waited all day do give it to Mark, she could wait two more minutes. Besides while she was thinking, the five minutes were probably already up, so she took another glance at her clock. Nope, hadn't even hit minute four yet! ... OH FUCK THIS, THREE AND A HALF MINUTES WAS MORE THAN ENOUGH!!!

"Mark?" She paused and there was no answer. Smiling she called a little louder. "Mark?!" Still no answer, so she rolled over and he still had his back to her. She grabbed his shoulder and shook it, and he still didn't respond.

Jumping up onto her knees, she excitedly bounced up and down on her bed. Finally! Time to whip out that monster of his and put it somewhere nice and warm. In seconds her clothes were gone, her tracks and tank practically vanished. Now completely naked she pulled back the duvet from Mark, and pulled him from his side and onto his back.

This time she pulled his shirt open to reveal a surprisingly well muscled torso. Seems that big cock wasn't the only thing he'd been hiding under those baggy clothes of his. And rather than pull his pants around his waist, this time she pulled them all the way off and tossed them over her shoulder. He wasn't going to be needing those again anytime soon.

There was no hesitation tonight when she knelt down next to him and grabbed his cock. No erection tonight, but that was easily remedied. So she did one of the many things that she had fantasized about today, by stroking his length a few times then eagerly taking it into her mouth.

"Mmmm!" He started to harden immediately, and the feeling of power she got from that delighted her. He tasted so good, and it wasn't long before he was rock hard and leaking pre-cum into her mouth. That just added to the delicious flavor and she came to a decision right there. She wasn't going to stop.

Initially she had planned to suck him until he was hard enough to enter her aching and yearning young pussy. But now she remembered just how much she had enjoyed making him cum last night. And she found herself getting tremendously turned on by the prospect of making him cum, and having her face nice and close to witness and taste his pleasure.

That thought had her slurping away with even more enthusiasm and both her hands got in on it too. One hand running up and down the length of his shaft, the other cupping and massaging his balls; as she slurped vigorously on his cock head. It was so tasty, but she knew it was going to be even tastier once she got the creamy treat she wanted.

Mark sure had some staying power though. Rachel was pretty certain most guys his age would have cum by now under this treatment, but Mark just groaned and held back. He was such a stud. But whether he held back or not, she was going to get that cum. As she slurped harder dirty thoughts went through her mind. That cum was hers by right, but selfish Mark wanted to keep it from her. No matter though, he wouldn't be able to hold back forever and soon that cream would be in her mouth where it belonged, getting swallowed.

In time she felt all the tell tale signs she had learned last night. His breathing got louder and quicker, his body started to tense up, he grabbed handfuls of the sheets beneath him and his toes started the curl. Then the last most critical sign had her moaning anxiously and sucking harder than ever, when she felt his balls tightening in her hand.

The first shot of cock cream she'd ever had in her mouth hit the roof of her mouth and then pooled all over her tongue. Delicious! Many more spurts followed, and she kept massaging his balls and stroking his shaft to make sure it kept coming. And she moaned with pleasure as she gulped down everything he gave her. The truly shocking thing though was that she was cumming too, without even touching herself. And she was cumming hard. She'd never had an orgasm without at least touching herself before, and was shocked what a good one it was. She had been craving that first orgasm all day, and she knew there were many more to follow.

Mark had a lot of cum to give, but despite this Rachel knew it would never be enough. Proof of that was her disappointment when the spurts died down and her meal came to an end. She slurped his softening cock for a little longer for good measure, then sat up, swallowed a few more times than smacked her lips.

"Damn that was good," she sighed. Smiling widely, she then crawled up the bed until her face was right next to his ear, then whispered, "your cum is sooo yummy, baby." She giggled and pretended to listen to him as she grabbed his cock and stroked it until it started hardening again.

"What was that Mark? You want me to do that again? Well how about we slip this big cock of yours in my pussy for a while, and then when you're ready to pop again I'll finish you off with my mouth. Would you like that?" She pretended to listen again, and smiled evilly. "I knew you would."

By now his penis had gotten a second wind thanks to Rachel's diligent hand, and she didn't waste a moment mounting him. She lowered her dripping wet pussy onto the hard tip of his cock, and then groaned as it slowly started to sink into her. Noting that there was absolutely no discomfort like there was last night; just pure pleasure.

She took her time sliding the full length in again, and just relished in the feeling of penetration as he gradually got deeper and deeper. It felt so good, she'd been wanting this all day, more than she'd ever wanted anything! Nothing could be better than this. As soon as she had every inch inside of her, she didn't hesitate to start bouncing her hips so he started sliding in and out. And as horny as she was, it didn’t take long before she was approaching her second orgasm of the evening.

"Be a good boy and hold back that cum for me! Please! Rachel's so horny tonight she needs to cum a lot on this big fat cock! Think you can do that for me, lover?"

Like last night her own naughty words got her even hotter, and moments later her inner muscles were tightening around his rod, and she was releasing her pleasure juices all over him. "Ohhh, yeah baby! More! I need more!"

She continued riding him, her hands running up and down his chest, and several times over the next half hour or so Rachel's eyes rolled into the back of her head and her toes curled as she orgasmed. More than a few of them were intense multiple orgasms, that nearly had her passing out. But she wasn't going to pass out; she was going to keep going until the whole day's sexual tension was completely and utterly satisfied. And that was probably going to take all night.

Thankfully Mark, the big stud, was still holding off on cumming. And she was very excited by the knowledge that she was probably going to get to play with this nice hard cock for quite a while longer, before he came again. This was good because she’d only had eight orgasms so far, and only half of them were multiples. She wasn't even close to being done yet.

She giggled at those thoughts. Most girls would give anything to have a guy that could give her eight orgasms in one sitting. And not only could Mark do that and more, he did it all in his sleep. Now how many girls could say that about their lovers?

Smiling she went on riding, twisting her hips every which way to heighten her own pleasure and his. She may have asked him to hold back, but what was the fun in making it too easy for him? She enjoyed a few more climaxes, but soon came to the most intense and prolonged orgasm of the evening. She groaned long and loud, biting her tongue to keep from screaming, and moving her hips in a blur to further prolong her own pleasure. Absently she gripped his shoulders and dug her nails in as she continued to cum.

"Rachel?"

She kept her eyes closed as she came down. Mark talked in his sleep a lot while she rode him, so she thought nothing of it. "Ohhh Mark, that was the best one yet!"

"Am I dreaming?"

Her eyes shot open and she looked down to his face. His eyes were half open, and he was sleepily looking up at her. Not quite fully awake yet, but almost. She had broken the skin with her nails when she had squeezed his shoulders just now. What was she going to do?! Thinking quickly she pressed her thumb gently into a pressure point in the side of his neck.

She had learned this trick from a Cosmo magazine, from one of the articles. If this point is pressed hard it will render a man unconscious, but more gentle pressure would cause a more sleepy and disoriented state. Looking down into Mark's confused, sleepy eyes she smiled as a naughty idea crossed her mind. Keeping the pressure on his neck with her thumb, she resumed her riding.

"Yes, Mark. You're dreaming," she purred, huskily. "Do you like this dream?"

Disoriented and confused, Mark went with an instinctive answer and nodded. "Uh-huh."

"Mmmm!" she moaned still riding and smiling down at her semi conscious lover. "Would you like to do something for me Mark? Something I've always wanted but never had? Please, I would enjoy it so much!"

Still on the edge of unconsciousness he answered without thinking. "Sure Rachel... Sure."

Moaning in anticipation, Rachel lifted herself up off his swollen penis, and then shuffled forward on her knees. With a quick move of her hand, she moved it behind herself and put her thumb back to the point on his neck. Then she slowly lowered her dripping wet crotch onto his mouth.

"Lick my pussy, Mark. Please! Lick me out; I wanna feel your tongue sooo bad!"

Without any questions from him, he simply started licking as he was asked. And before long the most incredible pleasure rose up though her body, followed by the sounds of his slurping.

"Oh God, yes! I knew you'd be good Mark, keep licking! It’s just like a taco, never to be eaten in-Ahhh!!-in... haste! And if you keep it up it’s going to get very, very tasty! I promise! Mmmm!"

Rachel and Mark both groaned as he worked away at the offered meal. She had fantasized about this so many times, always knew a tongue would feel wonderful down there. But she never dreamed it would come close to being this good! She wasn't going to let him stop, it was too good. Even if he wanted to stop, too bad! She'd eaten his cum, now it was his turn to eat hers!

"That's it baby, sooo good! Now my clit, my... Ahhh, yesss! So close, I'm sooo close!! Nibble it, really gentle, nibble... Yeah! Yeah!! That's it!! Cumming!! I'm... Cuuummiiinnnggg!!"

Rachel shuddered and her juices flowed into Mark's mouth, which was followed soon after by more of his slurping. But she was just getting started; no way was he going to stop yet!

"You like that yummy pussy? Rachel loved that! And she wants more baby, more! Don't stop!" And to her delight he didn't stop. He continued to eat with gusto, and five more times that night there were sounds of Mark slurping as he made Rachel cum. She was in heaven. She was also going to be delighted the next time they did this, when she discovered that Mark was one of those people who 'ate in their sleep'.

Climbing down from his face, she lowered herself onto his cock and returned it to its warm sheath. Then she looked into the still dazed eyes of her lover, smiling.

"That was sooo good Mark. Did you enjoy licking that for me?"

"Yes," he replied groggily.

"Did it taste good? Would you like to do that for me every night?"

"Yes... God yes..."

"Good boy! Now its time to go back to sleep, baby." Applying more pressure into the side of his neck, his eyes fluttered shut and he returned to his usual deep sleep. Then she started riding his cock again.

The total sex machine of a man managed to make Rachel cum three more times on his cock, before he started showing the warning signs of his own climax. She moved back until she was kneeling between his legs then took him into her mouth to finish him off. She noted that being coated in over an hour's worth of her pussy juice made him even tastier than last time.

After receiving all that attention from her tight pussy, making him cum for the second time didn't take too long. She stroked him with one hand while she sucked, and used her other hand to play with her pussy. And within moments she was cumming right along with him, and gulping down a second helping of her new favorite treat. This load seemed bigger than the last one, yet it still wasn't enough, and she found herself disappointed when the flow started to stop.

She allowed his limp and completely drained dick to flop out of her mouth, knowing she wasn't going to get much more use out of it for a while. Last night after she'd drained him for the second time, she'd tried to get it back up for a third round but it had stayed soft. Not that it mattered tonight though, she was thoroughly satisfied. It had been even better this time.

Wanting nothing more than to just curl up next to him and go to sleep, she took a few moments to pull her PJs back on, then slipped Mark's pants onto him. She did however leave his pajama shirt open so she could cuddle up to him and rest her cheek on his bare chest. Then as she slowly drifted off to sleep, she came to a decision.

She was going to throw out her vibrator. She didn't need it any more.

***

Again Mark awoke the next morning to the sun shining through Rachel's bedroom window. And again he found his best friend snuggled up next to him, with her cheek rested on his chest. Only this time his shirt was wide open and his chest was bare.

"Um... Rachel?"

"Hmmm?" she asked, without opening her eyes.

"Should I start wearing a Teddy Bear outfit to bed, because this is the second time we've woken up like this."

She smiled. "That sounds sexy."

"Wait. What?!"

Finally she opened her eyes and looked up at him, still smiling. "Relax Mark. Kidding."

He smiled back now. "A bit different from how you normally kid."

She shrugged at that, and just closed her eyes again and lay back down. "I'm usually different this early in the morning."

"Oh, okay." He climbed out of bed and stretched. "I'm going to take a shower,Rachel. You catch some extra Zs if you need to." Before leaving he grabbed Rachel's Teddy from his perch on the bedside table and handed to her. "Here, to keep you company until I buy that outfit."

She giggled at the joke, and cuddled the toy. "Thanks Mark."

Mark walked into the bathroom and closed the door behind him with a frown. He had felt weird last night, but now things were just getting freaky. He'd had the most intense and realistic wet dream of his life last night! And he thought the night before was good. Rachel had climbed onto his face and practically begged him to pleasure her with his tongue.

And boy did he ever! It was so real, and so vivid. He could actually smell her, and taste her delicious juices... Still could actually... Damn, must've been a good dream to leave a nice taste in his mouth. The weird thing thought was that after a dream like that he would have expected to have cum in his sleep, or at the very least woken up with a huge boner. But neither had happened. Stranger still, he didn't even have the desire to masturbate.

He decided to just forget about that and count his blessings. If he had messed up Rachel's sheets having a dream about her like that, he would've been so humiliated when he woke up. And if she'd woken to find his boner making a tent in his duvet, forget that! He didn't even want to think how she'd react to that sight!

So yeah. He'd just count his blessings. He'd had hot vivid sex dreams two nights in a row, and no embarrassing after effects to explain to Rachel. Except he was really sweaty and... kinda sticky now. Mostly around his groin and face, but he chalked that up to sweating because of the sexy dreams. He'd jump in the shower to clean himself off, brush his teeth, and everything would be as good as new.

As he climbed in though, his thoughts went to something unrelated and completely weird. The plans for a new Xbox 360 game formed in his mind. Yeah! Zombie killing time!