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*quot;Can't sleep?*quot; he asked.

*quot;Nope,*quot; I replied, *quot;Not at all.*quot; I then rolled over onto my side. He began to rub my back. And instantly, a million memories and feelings came rushing through me.

He was a great friend of mine -- but just a friend. He had a girlfriend and I had a boyfriend, but we still spent a lot of time together, because we had been friends for years.

However, we did have a short past, of being more than just friends. Kind of a rebound period, you could say. We had spent many awesome nights together, but no sex. We'd be drinking with friends and end up on the living room couch going down on each other, so into it that we didn't stop when people came in and out of the room. He was a little different than most guys. He was so into making me feel good. He wasn't in a rush. He'd kiss every part of my body. One night he made me come just by kissing my neck. He was just that good at reading me.

But after some time we went our own ways -- after all, it had just been *quot;friends with benefits*quot;

so now here we were, trying to sleep after a party, sharing the futon. We had slept next to each other many times since we had both started dating other people, but nothing had ever happened. It was more comfortable to lay with him than anything. I loved talking to him; he was a good listener and one of the least judgmental people I had ever met.

But tonight seemed different than those past nights. All evening we had been flirting, which was no big deal. But once most people had left or passed out, we were still up. He began rubbing poker oyna my feet as we talked. He knew it was one of my weak spots -- he was the first guy to ever kiss and suck on my toes, and he made me realize just how great it made me feel. He also knew that no other guy since him had kissed them, so he knew they were craving attention. So I just tried to enjoy the foot rub, and tried not to let the familiar feeling wash over me.

And so now here we are in bed, with him rubbing my back, trying to help me fall asleep.

His hand was warm through my t-shirt, covering nearly half of my back with his large palm and long fingers. As his hand went to my lower back, his fingers brushed over my bare skin just above the sweats I had changed into. His touch sent Goosebumps all over me.

At first, he kept pulling my t-shirt down, so he avoided my skin. Soon, however, he slipped his hand under my t-shirt and slid it up my spine, to my neck, and across my shoulders. All the while he was doing this, my mind was drifting back to when we'd sleep naked together, our skin touching, our hands and lips exploring.

I tried to keep in the moans that wanted to escape my lips. It was amazing to me that a simple back rub would make me want so much. I knew I should make him stop, but I just couldn't. My brain had no control.

He continued to run his hand over my back, sometimes using just his fingertips, which against caused my breath to rush out past my lips. Without realizing it, I had been arching my back towards his touch.

He ran his hand canlı poker oyna down my side and over my hipbone -- immediately, my whole body became warm, and I felt my pussy get wet. He brushed his fingers up my stomach, and ever so lightly caressed the under side of my breast.

I jolted from the incredibly strong feeling that went through me. This, right now, was the time I needed to get up and go sleep on the floor.

But I hesitated too long, and all the control I might have had was gone.

Arched my back and pushed my ass back into his crotch. I could feel his hard cock pushing into me. As soon as I did that, he grabbed my tits and began rubbing and squeezing them, pinching my nipples between his finger and thumb with just the right pressure. I reached behind me and, sliding my hands down his pants, grabbed his rock hard dick. As I began to stroke it, he started to kiss my neck, and his hand slid down to my now dripping cunt.

He teased me, rubbing my smooth pussy lips lightly, and then suddenly plunged his finger into me. I grabbed his cock hard and shoved my face into my pillow to moan.

He finger fucked me a little more, still licking and kissing my neck. He moved his fingers to my clit, and began to lightly circle it. By this time I lost all concentration, and stopped stroking his cock, just keeping my hand over his hot head.

He circled my clit faster and faster until my body shook with an orgasm. He then slid two fingers into my pussy. The thickness felt so good, and I couldn't wait any longer to feel his fat cock internet casino in me.

I slid my sweats off, and he brought his fingers up to my mouth, so I could lick my sweet pussy juices off of them.

He pulled his pants off, and with my back still to him; I directed his cock to my pussy. He teased me with the head of his dick for a second, and then in one swift movement shoved all of it in me. I nearly screamed with the wave of pleasure that went through my body. He shoved his cock in and out of me, still playing with my tits and kissing my neck at the same time. All these sensations were too much, and I felt another orgasm flow through me.

He continued fucking me, his long hard dick forced in and out of my soaked pussy. I could tell he wasn't far from coming, and I began rubbing my clit and squeezing his cock as hard as I could with my cunt. He was breathing hard and fast into my ear. I could feel his balls slapping my ass, and as I came once more, I felt his cock jerk in me, and he made those cute sexy moans he had always made when he came.

He stayed in me for a few moments, kissing my shoulders and caressing my thigh.

I didn't know what to think, I couldn't think. I couldn't tell if I was happy that this had happened, or if I was going to regret it. I didn't want to figure it out just then.

He pulled out of me, and I rolled to face him. He started to say something, but I covered his lips with mine and gave him a long, hard kiss. We hadn't spoken since I had rolled over to begin with, and I didn't want to speak now. We kissed for a long time, exploring with our tongues. It was as if we knew this would be the very last time and we wanted to memorize the taste, the feel.

I broke the kiss, stared into his gorgeous eyes, and rolled over.