I was staying in a dorm with my old High School friends John M. (my old bassist), Kevin R. and my co-worker Fran. It was late at night, and as we all lay down to sleep the boys went to sleep on the bed and I ended up spooning with Fran on a small couch that was barely wide enough to support our bodies. As she turned to lay on her stomach I stayed on my side and hugged the side of her body, allowing my cock to be known by pressing it against her thigh. I slowly rubbed my right hand down the small of her back until it had slid down her panties, resting my middle finger in the top of her butt crack (much like I do with Kasia). I told her that sleeping this way helps me to sleep and it seemed to amuse her.

The next morning the boys headed out for a bit and Fran and I stayed in the dorm. I don't recall the conversation surrounding it, but before I knew it I was pulling down her pants and panties and removed mine as well. I pushed her legs towards her torso until her knees were kissing her shoulders and brought my face down to her crotch so I could see her genitalia in great detail.

Somehow she had flipped around onto her knees so that her asshole was above her pussy lips, and I just sat staring at her smooth, tight, hairless asshole. I was close enough to inhale all of her wonderful scents and even debated running my tongue across all of her folds and holes it but I didn't want to do anything that may aggravate her or make her feel uncomfortable. I knelt above her and started stroking my cock, making sure she had a good view of what I was doing. She giggled and made little typical "Franish" comments like "ohhh niiicce!" and "oh my gooodddd..." and I remember how great if felt to finally be naked with her.

I was stroking hard at this point, and I told her I was going to come all over her asshole. I steered the head of my cock until it was less than an inch from the hole and debated pushing the tip in so I could cum inside of her but I couldn't bring myself to do it.

I was having troubles bringing myself to climax so I began rubbing my nipples in the hopes I could explode all over her before she changed her mind or lost interest.

I woke up before either one of them happened.