Sleeping Over

Author's Note: This is a mainstream rewrite of my incest story, Sleeping In.

***

That gentle little knock at my bedroom door always made me smile. I watched the handle turn, and then waited for Scarlett to poke her head through.

It was a pretty regular occurrence whenever she spent the night over at our place. As much as I loved my little sister, she wasn't a morning person, and her bubbly best friend would often leave her alone in her room to sleep in for a couple of hours while she hung out with me instead.

Scarlett had always had a crush on me, following me around like a lost puppy at every opportunity. I was flattered by the attention, especially as I got nothing like it from the twenty year old women my own age. And as she had blossomed through her teens, I have to admit, more than just my ego became aroused.

"Morning, Will," she breathed. Her mop of chocolate brown hair splashed around her face, framing that adorable, hopeful smile. "Can I come in for a snuggle?"

"Of course you can, Sweetie," I grinned, leaning up on one elbow.

Her smile beamed brighter, if that was possible. She slipped through the door, closing it gently behind her, and coming fully into view.

She wore a tight, white t-shirt, with a faded print of Marvin the Martian on the front, as she always did when she slept over with my little sister. Marvin's face was distorted around her right breast, making him look like he was winking at me. The muzzle of his ray gun similarly flared on the stretched fabric on her left. And the bottom of her shirt had long since lost the battle of trying to reach her waist.

I had bought that t-shirt for her about five years earlier, when we had visited Movie World on a joint family holiday to the Gold Coast. At the time, it had been to wear in the regular rotation. But now that she was eighteen, Marvin was demoted to strictly sleepwear only.

And my god, he did a fantastic job.

Past her belly button, pale pink, cotton panties hugged the beautiful curve of her hips, and dipped down sweetly between her slender legs. I kept my eyes moving down though, so as to not let her catch me staring.

"Love the socks," I smiled.

"I'm a little cold," she pouted.

I smirked to myself, noticing that her nipples confirmed her story, as Scarlett padded across the carpet towards me. I lifted up the doona for her as she arrived at the side of the bed, and she slipped effortlessly under the covers. I loved that contented little sound she made when she was safely tucked in. Every time.

"Hey," she whispered, her big, brown eyes twinkling.

"Hey," I breathed back.

Then she rolled over on top of me, as she always did, wriggling into position for the best cuddle. She inevitably made a mess of it, with countless adjustments, as she squirmed and grunted, until she was comfortable.

"Morning, Will," she finally announced.

"Good morning, " I smiled up at her. "You all set there?"

Scarlett slithered on top of me to check. Her torso rolled one way with a twist of her shoulders, while her hips rolled the other. I could feel the softness of her breasts mashing against my bare chest, and the pressure of her pubic bone grinding against my hips as she swivelled back and forth.

"That'll do for now," she declared, still swaying ever so slightly.

She planted a soft kiss on my cheek, made another of her little noises, and then burrowed her head in next to mine. It always went like that, often with a pouty demand that I hold her tighter. That morning was no exception.

I found it hard not to lose myself, holding her tightly to me. I had one arm wrapped around the small of her back where Marvin had ridden up, trying to imprint the warmth of her smooth skin in my permanent memory. My other arm was higher, the crook of my elbow hooked in under her rib cage, and my hand pressed firmly into the taught muscles between her shoulder blades. Then I loosened my grip slightly to let my hands wander. I let my lower palm creep up, managing to keep it between Marvin and her flawless skin. My other hand caressed down to her side, savouring her curves as they flared into her hips.

"Hold me tighter, Will." She then began another series of wiggles, which drove me crazy.

"I'm sorry," I laughed, pressing my hands more firmly into the soft flesh near her hip.

"Tighter," she moaned.

As I locked my arms around her, my left hand slid up under her shirt to the opposite side of her ribs. And my right slid across the waistband of her panties, enjoying the softness of the top of her ass, before locking my fingertips around her hip.

"That's better." She craned her head up and smiled at me. "That feels really nice." Scarlett's eyes welled slightly in response to my agreement, and she lowered her face and playfully rubbed her nose against mine.

More wiggling, smiles and delicate, little Eskimo kisses accompanied our early morning conversation about nothing in particular. It was our regular routine whenever she abandoned my sister to several more hours of sullen teenage slumber on a Sunday morning. And I loved it.

Something else that was becoming all too common was the arrival of her giggle.

"What?" I already knew, of course, but I loved to hear her say it.

She stared into my eyes, her own sparkling with triumphant discovery, "You have a boner, Will."

"I know, Sweetie. I'm sorry." While my apology was feigned, my cheeks flushed with genuine embarrassment.

"It's okay, Will," she smiled, continuing on with her story. She'd heard my explanation of it having a mind of its own a number of times before, and she happily accepted it.

One story led into another, and as her excitement over one particular description rose, her animated movement on top of me increased. The pressure of her soft stomach and pubic bone, as it ground into my aching cock, was an absolute distraction. When I did manage to concentrate, I found my hands all over Scarlett's hips and the small of her back, flirting dangerously with the waistband of her panties.

I couldn't fucking take it anymore.

"What are you doing there, little wiggly worm?" I began to tickle her, digging my fingers into her ribs, in a hopeless attempt to relieve my tension.

Scarlett began to squeal, and tried desperately to tickle me back. But as she writhed around on top of me in fits of laughter, I was just getting more and more aroused.

"Hey, little squirmy squid." More tickles and more laughter. "Little bumpy bunny," I went on.

The wrestling tickle fight continued, and Scarlett slid down my body to evade a set of my busy fingers. As she climbed back up towards the head of the bed, her breasts pressed heavily into my raging cock. She kept sliding up, rubbing against the erection in my boxers as she went.

I caught her hands as they lunged for my underarms. "I got you, my sexy, little snake."

Scarlett froze.

I have to admit, I held my own breath as I realised what I'd said.

Scarlett was my little sister's best friend. Sweet, innocent, little Scarlett. I had always looked out for her like an older brother, and she'd always looked up to me in kind. The last think I wanted was for her to feel uncomfortable around me.

With my hard cock pressed into her soft belly, Scarlett's eyes were saucers as she glared into my own terrified eyes.

The silence was excruciating.

I couldn't hold my breath any longer. "I...um...I'm sorry, Scarlett. I didn't mean..."

"You think I'm sexy," she whispered, her breath shaking. I wasn't sure if it was a question or not. Either way, I couldn't answer.

My heartbeat thundered in my ears. My whole face was burning. The weight of her on top of me was crippling. And the only sound I could hear was Scarlett's shaky breath.

And my cock pressing against her pelvis just ached to fuck her.

"Are you horny because of me, Will?"

I opened my mouth, but I couldn't make any sound come out. The thought that she would be threatened by me and the realisation that Scarlett would probably never snuggle into my bed again was breaking my heart. We had enjoyed such a close, affectionate relationship for as long as I could remember. I'd been so careful to make sure she always felt safe with me. But with the knowledge I was sexually attracted to her, I feared she would surely pull away.

"It's okay, Will," she whispered, barely loud enough for me to hear. "You make me really horny too."

My entire body flushed with an intense warmth. It was the same feeling I had when I saw my first porno. The same feeling the first time a girl invited me up to her dorm room at university.

The ultimate sexual discovery.

Scarlett bit her bottom lip, as she stared into my eyes. I was conscious of her breath becoming heavier. I reached up and brushed the loose strands of hair behind her ear. I smiled as gently as I could, "I love you, Scarlett."

Scarlett let her bottom lip go and smiled. As she leaned down to kiss me, she closed her eyes slowly. Our lips met tenderly, then softly pressed together until my top lip and her bottom forced our mouths open. We both sucked gently at each other's lips as she pulled back slightly. Without breaking contact, Scarlett pressed her lips back against mine to repeat the kiss again. And again.

She pulled away and I opened my eyes. It took me a second to focus through the tears that welled. Her face was light; her eyes, blazing; and her smile, radiant.

She bit her bottom lip again briefly. "I love you so much, Will."

We kissed again, just as we had before, suckling on each other's lips and losing ourselves in the taste. I caressed the smooth skin under her shirt, feeling every delicate contour of her back. Her fingers running through my hair sent little, electric chills through my body, which contrasted so perfectly with the warm crush of Scarlett's groin grinding against my cock.

I wanted so desperately to get my hands into her soft, shoulder-length hair.

Scarlett moaned gently into my mouth as we kissed. It sounded so wonderful against the wet, slurping noise of our lips. She was having trouble swallowing her saliva, and our kissing became so delightfully wet as I gulped her down.

I was the first to flick my tongue along her lip as I sucked it into my mouth. It elicited a moan and half a giggle from Scarlett. Then she started licking my lips, before pulling away to catch her breath.

"Are you all right?" I got my hand out from the back of her shirt and stroked her face.

"Uh-huh," she half moaned, half breathed.

With my hands on either side of her face, I pulled her back down to me and we started kissing more passionately.

I lost all sense of time as I kissed her. The only thing I knew for sure was that we were both getting carried away. Our breathing was heavier, and Scarlett's whimpering moans were becoming more intense.

I kissed her along her cheek and jawline to her ear, and then sucked her earlobe into my mouth. I told her again how much I loved her and how special she was in desperate whispers.

She pulled away and sat up on me, her panty-clad pussy grinding against my cock. Her arms crossed over her stomach, and then she pulled them up above her head, peeling Marvin up with them, then throwing him onto the floor.

I was in awe, gazing up at her perfect breasts. They were spectacularly round, somehow defying gravity. Her delicious little nipples stood proudly at attention at the centre of her dark pink areolas.

"You like them, Will?" she pleaded, desperately seeking my reassurance.

I sat up, reaching out and groaning like a zombie, incapable of coherent speech. Scarlett giggled as I cupped her breasts, seemingly moulded for my hands. I squeezed the soft flesh, and rubbed my thumbs across her nipples.

She clumsily held my head to her chest, but I was stranded between her nubile breasts, unable to get my mouth around either of her taunting nipples. I looked up, begging her to grant me access.

Another giggle, and a long, moaning kiss, and she rolled off me, laying back on the bed. Her chocolate curls fanned out on the pillow as she looked up at me, smiling.

Scarlett rubbed her palms back and forth on the outside of her breasts, causing the soft globes to jiggle hypnotically. She seductively rubbed one leg against the other, bending her knee and accentuating the curve of her hip.

I threw the covers off the bed and crawled over her. Straddling her thighs and holding my weight off her body, I kissed her deeply.

"Are you sure you're okay?" I panted.

"Yeah, I am. I really want this, Will," she replied, her breath shaking.

My hands led the way as I kissed down her body from her mouth. Her skin was so smooth and tight. And her smell was so incredibly intoxicating. It was the perfect blend of the fresh, earthiness of her skin, and the remnants of yesterday's perfume.

The terrain softened magically as I kissed my way up the top of her right breast. I wanted to take my time, and tease her delicately, but I just couldn't help myself. When I arrived at the summit, I greedily sucked her proud nipple into my mouth. I pulled back, sucking at her nipple as I went, before gorging myself on her soft flesh again and again.

Her whimpering moans, twitches and fingers roughly brushing through my hair spurred me on. I kissed across her chest to her other neglected prize, and repeated my feast.

This time, however, I managed to regain some composure. I circled my tongue around her areola, spiralling in towards the centre. I suckled gently at her nipple, before tenderly holding it between my teeth. I nibbled at her, causing her to take in sharp breaths every time I bit down. Then, clamped tightly, I flicked the end of her nipple quickly with the tip of my tongue.

"Oh, Will, yes," she moaned.

I don't know how much more time I spent worshiping at Scarlett's heavenly breasts, but my wrists were in agony from holding myself above her.

Her legs were still together, infuriatingly sliding against each other. I lay down beside her, pressing my side to her warm, slender limb, taking the weight off my arms. From cupping her breasts, I trailed my fingertips down her stomach, doing slow, gentle laps of her navel, until my kisses caught up. As I caressed her, my hands felt the taut muscles beneath her skin. But as my kisses followed, my lips and tongue only found the softest pale flesh.

I got another giggle out of Scarlett by dipping my tongue into her belly button. I loved the sound of her laugh, especially when it was me causing it. Then, as I planted a soft kiss just below her navel, I blew a giant raspberry on her stomach.

We both burst out laughing. It was a great way to relieve the rising tension of my journey. But I quickly resumed my trail of slow, tender kisses before the mood, and quite frankly, my nerve, was lost.

Those precious, pink panties were my next destination, and my kisses galloped across the finish line of her waistband until I was pressing my lips into her gorgeous mound. I could feel her spongy pubic hair beneath the thin, pink cotton, and I was in heaven. I inhaled her scent deeply as I went, clawing feverishly at her rounded hips.

Still, Scarlett kept her legs together.

I sat back on my knees and looked into her eyes. . She smiled at me, nibbling on her index finger and cupping her own breast with her other hand.

The image of Scarlett laying there on my bed was so incredibly erotic. Her creamy skin contrasted so beautifully with the coffee coloured sheets in the muted light spilling through the drawn blinds of my bedroom.

And those lovely little panties beckoned.

I reached down and hooked my fingertips into the fragile waistband at her hips. Her supple skin trembled beneath with my touch. And I paused.

I gazed into her eyes once more, desperately seeking her reassurance.

Scarlett nodded, still suckling at her finger. Her smile was replaced with sensual anticipation, and there was nothing stopping me now.

I pulled at that wonderful cotton garment, that did so much with so very little. The elastic stretched around the curve of her hips, snagging on the friction of her ass against the sheets. Then the muscles in her stomach and thighs tightened as she arched her pelvis up towards me, allowing me to pull her panties down over her ass.

The pale pink triangle in front of me slowly collapsed, revealing the dark curls of her neatly trimmed bush. More and more of Scarlett's cute little landing strip appeared from behind her retreating underwear.

My adoration was indescribable. My eyes welled. My face flushed. My breathing all but stopped. I felt dizzy.

My hands continued to drag her panties down her thighs, almost on their own. And I kept logging every tactile sensation of her beautifully smooth skin as I went. Scarlett lifted her knees up together to help me remove her precious underwear. Finally, after a brief caress of her soft calves, I had her panties past her cute, cotton socks and in my hands.

I sniffed at the soaked fabric in the crotch, inhaling the sweet muskiness like my life depended on it. Then I tossed her panties onto my pillow, beside Scarlett's giggling face.

I placed my hands on Scarlett's knees, still raised and together, obscuring my view of her most precious gift. Then slowly, with as much restraint and tenderness as I could muster, I parted her thighs.

"Oh my god!" I gasped.

Her parting thighs revealed the prettiest pink pussy I've ever seen. Her gorgeous labia was in full bloom, the lips glistening with her excitement.

I melted to the sheets, burying my face between her legs and feverishly lapping at her sopping cunt. I was a man possessed, hungrily sucking at her engorged lips and messily eating her with lusty abandon. With my eyes closed and able to hear nothing but my own wild slurping, I was only conscious of the feeling of her wet folds against my lips and tongue. Even the taste and smell was somehow imperceptible, but at the same time, so incredibly intoxicating.

Seconds later, Scarlett's fingers slipped down over her pussy in front of my face, and I was jolted from my trance. I looked up, past her heaving body.

"Oh, Will," she panted uncontrollably. "I'm sorry. I can't. It's too sensitive."

"Really? I only just got started," I pleaded.

"Huh?" Scarlett's eyes were wide, "Will, you've been eating me for over half an hour."

I couldn't believe it. Scarlett thought it was hilarious, even holding up the alarm clock on my bedside table to show me how long I'd been licking her delicious pussy. I'd completely lost myself in her sex. Although my feeble brain had cruelly denied me the pleasurable memory of eating her cunt, Scarlett had held up three fingers, with her thumb holding her pinkie across her palm, in response to me asking her if she'd come.

She bit her bottom lip again and reached for me between her legs. With her hands on the sides of my face, she pulled me up to her own and kissed me passionately.

"Make love to me, Will. I want to feel you inside me."

I kissed her deeply again and clumsily thrust my cock at her pussy.

"Oh Will. You need to take these off first," she giggled, pulling at my boxer shorts.

Stranded above her, between her nubile thighs, I looked down to see my cock tenting my maroon boxers, with a slimy patch of pre-come at the apex. I frantically wrenched them off, my rigid member flicking around wildly as I kicked the damn things off my legs.

I felt the head of my cock brush her furry landing strip as I settled back on top of Scarlett, resting on my elbows. She ran her fingers through my hair and stared into my eyes , as she again pleaded with me to make love to her.

I was used to women guiding me into their pussies when we had sex, but Scarlett kept both her hands in my hair. I was going to have to do this one myself. I actually had a brief moment of panic that I might not know where to put it.