The Exchange

"I'm ready for another."

I smiled and got up to grab us another couple beers, and joined her back on the bed. We cracked them open and both took long swigs. I set mine on the floor, and offered to take hers and set it down if she wanted to lay back too. She declined, laying back next to me - a bit closer this time - and setting the bottle between her legs.

We continued to just watch, but after a while I felt her tilt her head and rest in on my shoulder. No big deal, I thought. I sort of rested my head towards hers and it felt nice and relaxing. We were just friends relaxing and watching a film, and we both knew we had done all we could do...even a bit more...but nothing more was going to happen. I smiled and took a deep breath. I hadn't crossed all lines with this girl, and I wasn't feeling guilty about the other stuff that happened. Still, I can't say that draw wasn't still there..especially with her so close like this. I could smell her hair and what I assumed was a body wash or skin cream. Whatever it was made be a bit light headed. I inwardly shook my head and put my attention back to the film.

As the movie continued, it seemed we were both getting more and more comfortable and relaxed. I'd put my arms up behind my head, and she turned to rest her hand on my chest as we started to snuggle a bit. Later, there was a bit of a more intense scene when one of the main characters, a sadistic military captain, interrogated a rebel. The movie has a few gruesome scenes like that, and each time I could feel her cling a little harder as she made a small noise of disgust. I mostly just chuckled, but this last scene did kind of make the skin crawl and I reflexively held her a bit closer too. As we both pulled, I turned a bit away from the scene, and as we both looked away we ended up looking into each other's eyes - our faces extremely close in this position. We just sort of stayed there for a moment making our grimaces, but then as we stayed in this position I felt my heart start to beat a bit faster. I could feel her breath on my lips as we kept looking into each other..her mouth was partly open and I could tell her breathing was a bit heavier. My head started swimming, and my body tingled as I felt her hand start to slide on my chest. I knew this was dangerous, for both of us. Whatever this was, our physical connection and sexual attraction was too strong to tempt fate..and this time we were laying in my bed.

"Um..you want another beer?" I asked, clumsily trying to pull us away from the tension.

"I still have some left." She said, staring at my lips.

Shit, I hadn't even finished my beer. I bit my lower lip as I looked at her parted lips..I wanted to kiss her..hard. I turned away, my mouth dry..I needed a drink. I reached and grabbed my beer, took a deep draw and laid back next to her looking back at the screen. She rested her head back on my shoulder, and her hand sort of played over my chest again. It was ok..better now that we weren't staring right into each other with our lips only a couple inches apart. The film continued for a while longer, getting close to the climax, and my friend shifted a bit next to me. She sat up a little, and took a drink from her beer.

"I might put this down on the floor after all." She said, and suddenly leaned over me and set her bottle down next to mine. I breathed in suddenly as she did this, her chest went right in my face. Whatever scent she used, I could really smell it now. Her body smelled amazing, and if just laying next to her and smelling her hair was making me woozy this was a hundred times more intense. I felt her slide down a bit over my body, her face a bit more level with mine over me. She was smiling that devilish smile, and it sent a shiver through me.. I don't know if she knows to this day how sexy she is, but along with all the other memories we've made together, I will never forget that look. She bit her lower lip looking down at me like that, an impossibly seductive look that had me frozen..or so I thought. I realized that my hands had moved to her sides, and were slowly moving up and down along her body. She leaned a bit closer, and I could once more feel her breath on my face.. Fuck, she was so hot..

I pulled her, turning us on our sides again as we stayed facing each other. I felt her gasp a bit as I moved her like this, and she smiled even more seductively as we laid back against the covers. I felt her hands on my back as her arms went around me, and I sighed as I felt her hips shift a bit against mine.. I smiled back at her shaking my head.

"You know this is a bad idea."

She kept smiling. "Oh, I know it is."

"You are bad."

She stared dead into my eyes just then...that devilish look. And I could read her thoughts..telling me everything with her look..she was daring me. Why don't you come and see how bad I am?

I shuddered again, my breathing becoming heavier. Our lips drew closer, almost unperceivably. I could feel her breath on my mouth. I closed my eyes. Then warmth, hot wet warmth as our lips melted together. We both sighed into this kiss as my tongue pushed past her lips. Deeply we tasted each other, pulling each other harder. I was done fighting it at this point. We'd shared so much beyond this, and this was our last time to see each other. I didn't mind one last make out session with her. And god, it was incredible. It was unlike any other of our encounters.. This was pent up, unchecked for the past couple of days. A sexual energy that neither of us were fully aware of during our time apart after the night at the club. And it was charging our lips and tongues as we wrapped together on my bed.

We continued like this, getting hotter and hotter.. Our hands explored everywhere, grasping, feeling, searching, pulling..it was so hot. We barely noticed the explosions happening on the screen behind us, or the fact that we were still wrestling with our tongues as the credits ran. After we finally paused to take a breath, the movie had ended. We sort of looked at each other, smiling and thinking what the hell was that? Where did that come from? I reached and traced a finger over her lips, and she suddenly sucked it into her mouth. She sucked my finger in and out, sending more shivers through my body. This girl was dangerous. She sat up and moved over me, straddling my lap. She looked down at me, and suddenly pulled her shirt up over her head. My mouth hung open as I watched her do this..it was starting to go a bit far now, I thought. I was about to say something, but she put her finger over my lips. She looked at me a bit more seriously.

"It's OK. Don't worry, I know we can't go too far." She said softly. "But I want to share one last special thing with you before I have to leave."

I smiled. OK, we both are on the same page. We know when to stop, and it could be nice to have a bit of fun before she had to leave..that was my rationale at the time at least.

I opened my lips and sucked her finger in as she had mine, causing a soft moan to escape her. She looked so hot over me like this; seeing her topless for the first time. She was wearing a sexy black laced bra, and it made me want to feel and taste what was underneath. She didn't have enormous tits, but she had plenty to play with and squeeze..perfect size, I thought. Finally convincing my hands to move, I trailed my fingers up along her exposed belly. I felt her muscles shudder under her skin as I teased further upward toward her chest. I looked up at her and saw her watching me intently, she was breathing a bit heavier as she looked back at me. I smiled teasingly up at her, and tested her by running my hand over her bra-covered breast. I gently squeezed, and she let out another soft moan. Her head tilted to the side as she closed her eyes, and I felt her hips begin to rock gently over me. This encouraged me to feel her more, squeezing and playing and running my hands over her more freely.

She put her hands over mine as they moved over her, somewhat guiding them as if she were touching herself. She was getting really hot with this, and it was making my heart beat harder in my chest. Then she reached behind her back, her hands working out of sight. Then I felt with a sudden snap her bra come loose..she'd undone her clasp! My mouth hung open as my breathing quickened...this was definitely dangerous. And I loved it. It was so hot to push our boundaries. I knew where mine ended, but it was so sexy to see how far either of us would go without crossing that final line. And god, did I want to push it tonight...

I let the cloth of her bra fall away, and sighed as her tits dropped free - openly on display right above my eyes. She looked amazing! Her nipples were sticking out invitingly from her slightly darker areolas. They were full, but as I had seen before not overly big. I looked back up at her, my eyes undoubtedly reflecting the lust in her eyes; she looked down on me like a predator stalking its prey.. like she was going to jump me at any moment. Suddenly I sat up closer to her, my face right at her chest. I pushed forwards, pressing my lips to her chest - breathing in her scent. My head was swimming as I tasted her skin, ran my lips over those amazing tits.. I sucked and nibbled teasingly, feeling her reactions as her hips rocked harder on me. I put my arms around her and pulled her tight against me, hearing her gasp through her heavy breath..

Then I turned with her, pulling her down to the bed and turning us so she laid under me. I began to kiss her like a man possessed..which undoubtedly I was in this heated moment. I couldn't get enough as I kissed and suckled all over her front, moving down over her belly, back up over her chest, and up to her neck. I heard her moan and sigh as I went over her bare skin, feeling her writhing under me... I moved up to kiss her lips, and felt her body wrap around me..her legs hooked around my lower back, driving our hips together, and her arms held around my shoulders as we began to press harder into each other. She sucked my tongue into her mouth as I pushed it past those incredible red lips, and it made me shudder even more.. I felt her hands moving under my shirt, her fingernails raking along my back. She push up my shirt as she moved over me, and reactively I pushed up a bit off of her to let her take it off completely. I thought it was only fair, as she didn't have a top on either..and I really wanted to feel her bare skin against mine.. I let out some moans of my own as she trailed her fingers down my exposed chest and down my belly. She didn't stop at my navel, and trailed down over the rather obvious bulge in my pants. The feeling of her hands over my cock through the fabric of my jeans made me sigh out loud..I made a note to myself to be more careful about how I let her touch me..I'd never been so receptive to such a touch through clothing, but that felt incredible...

I decided to turn the tables a little, and looking into her eyes I ran my hands back over her body. She looked up at me, daring me with those eyes again, telling me to fuck her...if only we could go so far... I played over her chest again, and teased her bare skin by trailing my nails down to her navel. This time I traveled lower, moving over the waistband of her pants and over the thin stretchy fabric covering her mound. I couldn't be sure, but it felt like her hips rocked forward ever so slightly..her legs even opened a little to give me access...bad girl. I teased just at the end of her mound, not yet touching her covered pussy with my fingertips. I heard her breathing quicken as I inched my way closer..it was divine. I looked down over her body, over her exposed chest and belly, over her waist, over her perfectly shaped legs in that tight-fitting material. She was so hot, dripping with sex. I wished I could have torn off the rest of her clothes and taken her there and then..

But instead, I dipped my fingers lower, tracing over her slit through her pants. Her body trembled and a gasp escaped her lips as I touched her. This alone was enough to make my head dizzy again. Her hips rocked against my hand as I felt her, and I pushed a bit harder.. She was sighing with every breath..god, she must have been as turned on as me to react so much just with this simple touch through her clothes. I wasn't complaining at all; she was incredible. Every sigh, every moan, drove me crazier. This was another of the hottest experiences I'd ever had up until then..and we were doing even less than last time. Watching her writhing beneath me like that, my fingers feeling the heat and moisture of her pussy through the cloth, was almost enough to make me abandon my limits for the night...

I don't know why my mind thought this wouldn't be a bad idea..perhaps my mind and thinking had nothing to do with it, but I brought my hand back up to her waist and opened the button to the front of her pants. I dipped my fingers under the waistband, and felt the elastic of her panties..at least this time she was wearing underwear! I looked over at her to see her reaction, and her eyes were half closed with that same burning lust..I guess that meant I could continue. I moved my hand further inside, feeling over her trimmed pubic hair. As I moved lower, I could feel more and more of her incredible heat. Finally I felt her lips..so hot and so wet, open and waiting. I heard her gasp out loud as I went further, a finger teasing over her clit before dipping further down... She was soaking wet! She would definitely be needing a new pair of panties after this..and possibly a change of pants as well. It was incredible.. My finger slipped just to her entrance, dipping into her intense heat. She shuddered as she let out another soft moan. I looked back and pressed a little further..god she was so tight. I could feel her sqeezing me as my finger slowly pushed inside.. I heard her breathing harder and faster as I moved inside. Very slowly I pushed in her, withdrawing my finger and then pushing back inside. She was shuddering now, visibly trying not to make too much noise. I teased her a little more, moving my finger a bit faster. After a few moments, I pulled my finger out, then lined up my first to fingers against her opening and pushed inside..it was even tighter, but she stretched against me and squeezed my invading fingers in a rhythm. I watched as her eyes rolled and her mouth hung open, and soon she was shuddering hard in a sudden but intense orgasm. I pushed hard and deep, curling my fingers inside to massage her g-spot. Her body lifted slightly off the bed, her whole being trembling violently, until she finally collapsed back on the mattress. She finally took in a hard breath, gasping for air still trembling with my fingers deep inside her.

"Holy fuck.." She gasped.

"That was so hot.." I replied, feeling out of breath myself. I pulled my fingers out of her, and brought them to my lips. I watched her looking back at me as I put them in my mouth and tasted her. God, this was going too far.. This was something we definitely shouldn't have done, but I told myself we were far from going all the way. I could make her cum all night without putting my dick inside her, and that was fine for me. It was so hot seeing her like this and giving her this pleasure..I'd never been with a woman who was so into sex! She was just incredible...

After she calmed down a bit, I laid back beside her. Her hands began to move over my body and she leaned in to kiss my lips. Our tongues danced together, our lips pushing harder. The passion quickly rising higher and higher, and I felt her hands on the front of my pants..a little flare shooting off in the back of my head. I shouldn't let her get my pants open again.. It wouldn't really have been fair though, I thought. I just made her cum with my fingers inside her, it would have been a bit rude not to let her play too. Before I could make up my mind, I felt relief as the button popped open, and my hard cock sprang out. My swollen head was pushed far above the waistband of my underwear, so she had immediate access to bare skin as she touched me.. If I thought her feeling me through my pants was incredible, what this was went so far beyond. I let out a deep sigh as her fingers wrapped around me, moving up and down slowly along my length. At first she just moved along the tip, but gradually she pushed my underwear further and further down. I don't remember many details from that moment apart from the sensations she was giving me, and trying very hard not to cum too soon. But I do remember her pulling on my pants and underwear to get more access, and I remember lifting my hips to help her.. I also remember reaching for her, wanting to feel the heat of her pussy on my fingers again..I wanted to make her squirm and cum as she played with my dick. She moved a bit to help me slide my hand inside her pants again, but it was a bit difficult at our angle. I could just get to her clit, but the position was just too uncomfortable. After a few moments, she suddenly turned and lifted her hips, and pulled off her pants and underwear. I gasped in a breath as I saw her completely naked..another flare shooting off in my head..

But immediately she laid back on her side next to me, and wrapped her hand back around my dick. I sighed and pulled her a bit closer, pressing my lips against hers once more and sliding my hand down her naked body. I trailed down to the valley between her legs, finding once more her intense heat and wetness..very easily reaching her folds without her clothes on. I pushed my fingers back inside her, and she moaned into our kiss. She pressed her mouth harder on mine and sucked my tongue back into her mouth. I pushed into her again and again, mimicking the motions of my fingers moving in and out of her hot entrance. We broke the kiss, breathing hard together. Her hand on my cock felt amazing, and it was amplified by feeling her pussy squeeze me as I sawed in and out of her.. We looked into each other's eyes, and started to get even hotter.

"You fucking like that, huh?" I asked. "You like my fingers deep inside you like this?"

She shuddered as I teased her.

"Oh, fuck yeah..." She replied shakily. "Fuck my pussy like that.."

My heart jumped as she talked dirty back at me..we were driving each other more and more wild. We teased each other further, getting hotter and dirtier as we went...

"I bet you wish my cock was in you right now.." I breathed.

"Ugh...I want to feel your hard cock slide in my pussy so bad.."

"I bet you want to put my bare cock inside you.."

"Fuck yes!...your bare cock deep inside me..."

"I want to feel your pussy cum on my dick, like I feel you cum on my fingers.."

She shuddered and let out another moan.

"Oh my...fuck...I want to cum on your hard dick..." She shuddered. "And I want to feel that cock cum hard in my pussy..."

Holy shit...

"Fuck yeah.." I whispered, my own voice getting shaky. "I want to feel your pussy squeeze me like this..and to fill your waiting pussy with my cum..."

Suddenly she was shaking hard again, and pulled me hard against her as she rode out another powerful orgasm. We both gasped for breath...this was just insane. She looked over at me, completely lost in this boiling passion..she caressed my face with her hand and kissed my face. Suddenly she moved to sit over me, once again straddling my waist. Only this time there was no clothing between us, and I could feel her hot wetness on my hard cock. Another flare. She began to rock her hips, and oh, god, so did I. We pushed hard against each other, feeling ourselves slide together in the most incredible sensations.. She looked down at me again, her mouth open, her eyes staring with that wanton gaze. She ground against me harder, pressing us together. I could feel the wetness of her excitement flooding over my cock as we slid back and forth. Her breath was getting heavier as her motions became wilder. I reached up and grabbed her heaving chest, playing with her nipples and teasing her more. She began to sigh and moan with every breath, getting hotter and wetter and crazier...