It was a cool summer night, middle of July, It was a night like any other, except tonight she wanted to open the windows and let the cool breeze blow through our room. We lay in bed together watching T.V. and playing on our phones. It was a little warm to be under the covers so she slowly crawled out of bed and walked to the closet. She pulled one of my long t shirts off the hanger and began to strip her clothes off. I stared as she pulled her shirt off over her head, her soft, silky skin shined in the dim light of the closet. Her beautiful full breast, naked and exposed. She slowly slid off her shorts and white cotton panties exposing her bare ass. I could feel my cock starting to grow and stiffen. Now fully naked and unaware of what she was doing to me she turned her head to me and told me she was going to grab a quick shower and then climb in bed to call it a night. Then she bent over to collect her clothes from the floor, at just the right angle to expose her soft pink pussy to me, instantly my cock went fully erect and began to throb. I tried to move the sheets to help hide it. She walked into the bathroom and shut the door behind her, I heard the shower turn on and the curtain pull shut. Noticing the door wasn't latched I slowly climbed out of bed and walked to the door. Slowly I opened the door careful not to make a sound. By now the bathroom is full of steam, so I sneak over to the curtain. The side I just slightly open enough for me to see her naked body under the shower. I watch as the water runs down her body, the way it traces all the curves and drips from her perfect round tits. I watch as she applies her body wash to her body and slowly rubs it around, the way her hands caress her own body, the way the soap cascades down her sexy, perfect body. I'm so caught up in watching this very erotic display that I don't notice that my hand is in my shorts and that I am rubbing and stroking my own cock. I have to control my urge to pull back the curtain and join her. I continue to watch as she grabs her razor and starts to shave her legs, the way the razor glides over her soft smooth skin. Then she sits in the floor and spreads her legs, exposing her pussy to me and slowly carefully begins shaving there as well. I watch as the razor shaved away the soap and begin to imagine it bringing my tongue licking away whip cream, I'm suddenly overwhelmed with desire to taste her, to bury my face in her soft pink pussy and suck on her clit. I wanted her so bad it made my hard cock throb in my hand just thinking about it. I wanted to make her cum and hear her moan, I wanted to feel her body shiver and shake as she orgasmed. I wanted to make this a night she would never forget. I wanted her to know what real pleasure was, what it was like to be so overcome that she lost all reason, all her ability to think and all her self control. She started to stand up so I quickly left the bathroom and pulled the door shut behind me. Not knowing what was about to happen I quickly started to get things ready. After getting all the things ready I thought I might need I hurried and climbed back into bed. Just as I got the sheets pulled up the bathroom door opened and she stepped out wearing my long t shirt. She walked to her side of the bed and laid down next to me. She pulled the sheets up and rolled over to her stomach. I slowly started to rub her back and she let out a short groan. I asked if she was tense and if she could use a massage. She looked at me over her shoulder and smiled. She said she would like that, but that it was late and that I didn't have to if I didn't want to. I told her it was no problem and Sat next to her. I started to rub her back, bunching up the shirt as I rubbed, making it seem like it was in the way. I told her in would be easier if she wasn't wearing it. She sat up and pulled it off over her head, it was then that I had noticed the shirt was the only thing she had on. This fit into my plan nicely. I started to rub her back again starting at her lower back and working my way up. As I rubbed I slowly slid one leg over her so that I was sitting just above her, and just below her perfect bare ass. As I started to get higher on her back I could feel my hard cock starting to rub against her nice round ass so I stood up next to the bed, not wanting her to know what was really about to happen or that she had turned me on earlier. As I reached her shoulders I noticed that she had become so relaxed that she had fallen asleep, naked and very exposed and very vulnerable. Wanting to make sure she wouldn't wake til the time was right I slowly slid one hand down her back, slowly dragging my finger tips down her spine. I knew if she wasn't yet completely asleep it would send shivers down her and she would move, not even a quiver. So I started to set my plan in motion. Slowly I began to push on her gently trying to get her to roll to her back without waking her. After a couple tries she rolled to her back. Slowly I started to spread her legs apart, exposing her soft, smooth pussy. Slowly I crawl between her leg and start to gently lick her clit with just the tip of my tongue, she starts to move a little and let out low short moans. Not sure if she is waking up or just reacting to my touch I continue. Without warning she slides her hand into her crotch and begins to rub on her clit, I look up and notice that she is still asleep and realize that she is unaware of what she is doing. I watch for a moment, watch as her fingers slide over her clit, watch the way she rubs on it. I start to notice a small glimmer of light reflecting off her pussy and realize she is starting to get wet. I start to lick her pussy and taste her. Tasting her cum on my tongue excites me. I love the way she tastes. I slide my tongue inside her now dripping wet pussy, she let's out a long loud moan, loud enough to wake herself, half startled and half awake she tries to sit up. I put my hand on her stomach and push her back down. She moans as I suck her clit between my lips and play with it with my tongue. Now fully awake and aware of what's going on she grabs the back of my head and pulls my face into her pussy. The shock of the whole thing sends her blood rushing and her adrenaline pumping. Her clit swells and becomes very sensitive, the more I suck and play with her clit the louder she moans. Not wanting this to end to quickly I slowly release the suction of my mouth on her clit and begin to kiss on the insides of her thighs and on her lower stomach. I stand up and turn her body across the bed and pull her to the edge. I roll her on to all fours and push her head down to the mattress. With her legs already spread I start to rub and play with her pussy, her cum covers my finger tips, slowly I slide my two middle fingers inside her and slowly start to finger fuck her tight little pussy, my fingers now dripping with her cum. I bend down and slowly start to lick her ass, my warm wet tongue sliding over her ass, licking off the cum that dripped from her pussy. She starts to moan and tries to sit up. I grab her by the neck and force her back down to the bed. Holding her down with one hand and finger fucking her pussy with the other I continue to lick on her ass. While still holding her down I slowly pull my cum drenched fingers from here pussy and begin to lick her from ass to clit. I reach to the table next to the bed and grab a toy I hid under a shirt. It's a vibrator about the same shape and size of my own hard throbbing cock. I start to rub it against her ass and pussy. Slowly I slide it inside of her tight, wet pussy and watch as it spreads her pussy open. She moans loudly at the feel of a hard cock inside her, I turn it on low and slowly start to fuck her with it. She moans louder and I watch as the cum drips from her pussy. She's so close to where I want to get her. I start to turn the speed up and fuck her harder and faster with the toy while I continue to hold her down. She tries a few times to get away but realizes she can't. Now her moans are so loud she's almost screaming. Knowing how close I am I slow down and slowly turn the speed down til its off. Slowly I pull the toy out, and then just as the tip slides out of her pussy, she almost collapses to the bed. Knowing I have to give her a chance to recover or I risk the chance of ending it too soon I help her back to the middle of the bed and onto her stomach. I take off my shorts and crawl into bed above her head. Hovering over her I start at her neck and slowly kiss down her back to her ass. My hard, thick cock, hangs down just infront of her face. She rolls to her side a little and grabs my cock. She starts to lick and suck on it while she strokes my throbbing cock. I want so bad to grab her head and fuck her mouth. To watch as she deep throats me and swallows every inch. To fill her mouth with my cum as she drains me dry. But the thought of making her cum the same way drives my desire even more, so I pull away, she starts to chase after it, trying to keep me in her mouth but I push her back. I pull her to her knees, and lay on the bed under her my head to the foot of the bed. I grab her by the hips and pull her down to me, burying my face in her pussy. She started to grind and ride my tongue, forcing it to slide in and out of her cum soaked pussy, her swollen clit grinding against my chin, the hairs of my untrimmed face tickling her sensitive clit. She starts to moan and grind against me harder and faster not really allowing me to do anything, but it excites me and turns me on even more. The thought of her sitting on my face and riding my tongue, no now fucking my tongue like she would my cock and enjoying it, getting herself off doing it made my cock the hardest it had ever been, then she reached down and grabbed my cock with both hands, with one she stroked my throbbing swollen cock with the other she rubbed and massaged my balls. She leaned forward and took me into her mouth. Her soft wet lips and warm tongue slid up and down the shaft of my cock. I felt like I would explode, but I held back. As she continued to worship my cock with her soft lips, I took advantage of the fact that when she bent forward she left herself open for me to play, knowing that between sucking my cock and me sucking her clit she was close to what I was trying to achieve. So I started to finger her pussy, by now she was so wet they slid right in. My fingers were dripping with her cum, she lays on top of me her legs on each side of my chest and spread wide right in front of my face, while every secret spot on her is exposed right in front of me. My fingers slipping in and bending just so, moving and pushing until I find the angle. I reach above my head and grab her ass. I pull her down to me as I left my head, I lick her from clit to ass. As soon as my tongue touches her ass she cums and let's out a moan with my cock deep in her throat. The vibrations of her moan send me over the edge. As I start to cum she pulls me from her mouth and squeezes my cock tight and starts to jerk me off, trying to hold back my load. I reach forward and grab her head and force her down as I start to shoot my load into her awaiting mouth and onto her face. With a mouthful of cum and her face covered with the rest, she is unable to continue sucking my cock because of the moans and whimpers. Knowing she is just about to break. I grab a toy, as I slowly slide her vibrator into her wet pussy while I lick her ass she is gasping and then suddenly struggling because it is too much. I clamp on to her legs tight and hold her there and I continue as she tried to pull away from the intensity of the vibration. I slowly release one leg and with the free hand I rub my fingers against her clit and pussy. Now nice and slippery with her cum, I start to play with and rub her ass. The moaning gets louder, but the ability to fight has left her, the pleasure is so intense she can't move, can think straight, she is overwhelmed. Slowly I start to slide my finger into her ass. I start to finger her ass while fuck her hard with her toy and suck on her clit. Her moans become frantic and then she is tensing and tensing and her struggling suddenly becomes desperate and she is trying to warn me and then, at first it is a small stream of clear water down her thigh and then it squirts like a little a hose. Her body is so overcome she is bucking like a animal trying to escape a trap, then it gushes from her, she cums so hard it squirts from her tight little pussy, suddenly she is still except for her trembling legs. She can't move, can't think straight, can't even collect a single thought. Slowly I help her to the bed and clean her up with a near by towel, she is exhausted and completely drained. I pulled the covers over her as she slowly faded into sleep. I knew then that I had given her the greatest pleasure she had ever known. I gave her a night she'd never forget.