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Introduction:

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Chapter 1

"Cousin Matt! In my house! Right now! Can we stay here? Please? Oh please, oh please!"

It was that pathetic plea that had Rachel offering Mark the couch in the den. He hadn't slept over since they were little, so that was one of the few places there was for him to sleep. Sleepovers weren't really necessary when the two lived so close together, but he had been known to doze off on the couch in the living room from time to time.

She received a message from Drake about the Annual Comic-Con Convention, and then later Mark got ready for bed. He went into the bathroom to change into a pair of striped blue and purple PJs, similar colors to what Rachel was wearing her track pants and a tank top.

As she watched him sit on the edge of her bed, she frowned and remembered something. "Look Mark, a few people have slept on that couch and almost every time it’s caused ultra back pain."

"Yeah? Bummer." "I don't mind if you sleep in here like you used to," she offered. "There is plenty of room. As long as you don't hog all the covers and you stay on your side of the bed, okay?"

Mark smiled, and neither really thought much of this. They were friends, and half the time neither of them even acknowledged that they were a boy and a girl.

So they crawled under the covers together, and as promised stayed on their own sides of the bed. She turned off her lights and lay down to sleep. Later in the evening Rachel awoke because Mark had knocked her out of her sleep when Mark's hand hit her in the back of the head.

Her eyes shot open, and she turned to her friend with an irritated look. "Mark!"

He was still asleep. It seemed he had rolled over onto his back, and his hand had inadvertently swung into his sleeping friend.

"I thought I told you to stay on..." She trailed off when she noticed something unexpected. A little tent had been erected in the middle of the duvet, right around where Mark's groin was. He had an erection. Blushing furiously she rolled back onto her side of the bed with her back to him. This went way beyond awkward. She had never been this close to an erection before, and never would have thought of it from Mark.

But she could deny it no longer. Mark was a guy. With a penis…an erect penis…in her bed.

Her breathing started to get louder, and she knew there was not much hope of her getting back to sleep now. She considered waking Mark up, but decided that would only succeed in embarrassing him. Besides, he was a freakishly deep sleeper; she probably couldn't wake him even if she tried. The guy could easily sleep through a nuclear explosion.

Turning back she took a glance over her shoulder, and then lay back down still blushing. Yep the erection was definitely still there. And though still tremendously nervous, she found herself a little curious. What exactly was going through Mark's head? Who was he dreaming about to make him hard like that? A girl at school? A woman from the TV? One on those scantily clad characters from his comic books or video games? ... Amy perhaps? Even Rachel had to admit that woman was pretty sexy. If she went for girls, Amy would definitely be one of her top five choices.

She paused and started to blush even darker. What if he was thinking about...? Nah! Mark wouldn't... He didn't think of her that way... Did he?

Again she glanced back at the tent in her duvet, and this time just stared for a while. She started wondering what kind of things they would be doing in his dream, if it was about her. Was she on top? Whenever she fantasized about a guy, she was usually on top. She liked it that way, the feeling of power and control as she rode a cock until her lover came, shuddering and moaning beneath her. Never fantasized about Mark though, the idea never even crossed her mind. Not until now that is.

Again she turned away and laid down deciding to go back to sleep. Put those thoughts out of her mind and just sleep, so she closed her eyes tight. Trying her best to empty her mind of that sexy image.

... What... were they wearing in the dream? Were they both completely naked, or was she wearing some sort of kinky leather getup? And was he going down on her? God she bet that would feel good, guys in her fantasies would always lick her out a lot. Yeah, she would so eagerly mount Mark's face, grab both of his ears and wouldn't let him stop. He could lick her for hours and she'd still want more...

"Shut up, brain, shut up!" she hissed out loud. "This is Mark! Maaark!!" Sure she'd often have thoughts like this about Brad Pitt or Hugh Laurie on occasion, but never Mark.

Without even really realizing it, she turned to take another look. Yep his erection is definitely still there. Must've been a really good dream he was having, whatever it was. A part of Rachel hoped he was dreaming about her. That this erection was for her. She found herself thinking about how much she'd enjoy draining it dry for him, leaving him totally satisfied.

"Snap out of it Rachel! This is your best friend."

Despite herself, she kept staring. She never had seen a real life fully erect penis before. Sure, her mom had taught her all about sex, being a doctor. And because she was a liberated 21st century woman, she'd made sure Rachel knew all about her body and how to have an orgasm. But she'd never seen a real penis, unless you counted the illustrations in her sex education books.

Would it really hurt to take a peek? I mean it was Mark, they had gone through that whole you show me yours, I'll show you mine thing when they were little. Surely he wouldn't mind showing her an erect penis for the first time? And even if he did mind, wasn't like he'd ever have to know. Yeah, maybe just a little peek. Who better than her best friend in the whole world?

Getting up onto her knees, she pulled the covers back off him. He mumbled something inaudible when the cold air hit him, but didn't wake. Now the tent was in his pajama bottoms, and as she slid closer on her knees, she hesitated as she reached for the rim of his pants.

Was she sure she wanted to do this... Sure... Why the hell not? It was just an innocent peek. Healthy curiosity, that was all. There were sure to be plenty of girls who've peeked at a guy given a chance like this. Nothing to be worrying about.

Ever so gently she pulled down his pajama pants, slipping it carefully over the obstacle that was jutting out. She let go of his pants and jumped when his member flicked free of its confinement, and extended to its full length.

Rachel just stared, admittedly impressed. She didn't exactly have any basis for comparison, but from where she was standing he was still pretty big. By her estimates, well over eight inches, and pretty thick too. She was pretty certain that qualified as 'better than average.'

Scooting in a bit closer, she leaned in to get a closer look. The skin was red, but also kind of pale. Of course, he probably didn't get much sun down there. Redder around the glands though. It was circumcised, him being Jewish and kind of veiny.

It was... she wasn't sure... was beautiful the right word? She decided that would have to do for now. But if she had truly been honest with herself, sexy probably would have described it better. She definitely liked what she saw. After spending a few more minutes just staring, she felt herself blushing. Should she touch it? Would that be crossing a line?

'Come on Rach, you're way past crossing lines already!' But should she? Would the skin feel much different from any other part of him? What it felt like wasn't exactly something they taught in health class. So in the interest of education, maybe she should touch it just to see.

She reached forward a little reluctantly, as if she were worried it would burn her. And once her fingertips met his penis, she pulled them away with a start when it jerked in reaction to her touch. In an act of caution she looked up to Mark's face to make sure he hadn't wakened. He was still in that deep sleep. So she reached out for it again, a little less reluctantly this time, and gently placed her fingertips onto the tip of it.

The bulbous end seemed to be the most sensitive part. The skin seemed thin and was wrapped tightly over hard flesh. If she ever put it in her mouth, slurping on the tip alone would probably provide him with a lot of pleasure. The skin further down on his shaft was little bit more loosely. Kind of soft velvety when she stroked it.

Absently she was soon gently stroking the full length of it, her hand moving up and down. She concentrated on how it felt in her hand. It was kind of nice. She could imagine how a woman would enjoy having this thing slowly sliding in and out of her pussy...

Startled again by her own thoughts she pulled her hand away. Was she just picturing Mark's penis... slipping in and out of her... No, he was her friend, she wouldn't think that!

But damn, she was wet. She hadn't realized it, but ever so slowly she had been getting more and more turned on by this. If she didn't take care of her arousal right away, she might do something unwise with the big penis staring her right in the face.

Turning to her bedside table, she reached into the top drawer and pulled out her trusty vibrator. Mom was one of those people who believed masturbation was very natural, and had made sure her daughter had access to things like this without having to be asked.

She slipped off her pants and dropped them off the side of her bed, then switched on the white plastic toy, which started to buzz and vibrate. She wasn't much worried about waking Mark up. If he could sleep through a nuclear explosion, he could sleep through a little buzzing and pleasured moaning.

But as she ran the side of her vibrator up the inside of her thigh, and slowly towards its destination, she paused and found herself looking at Mark's penis again. And then, unwillingly she started to think as her eyes moved back and forth from her vibrator to the erection.

Fake cock... Real cock... Fake cock... Real cock... Would she dare? If she was going to have something sliding in and out of her pussy, why bother with her vibrator when she had something considerably bigger, and way more real right there for her use? It sure was appealing, taking pleasure from a rod that would also take pleasure from her. The prospect of working that big hard cock until it squirted her pussy full of a nice warm reward, was getting her hotter than she ever remembered being.

'Wait, wait!! Are you crazy Rachel that would involve losing your virginity!! You don't want to do that with a sleeping guy! With Mark... Do you?'

This time she turned to look at Mark's face. Well... She was probably going to do it sooner or later. And to do it with some random guy from school, even Adam, who was a totally nice guy and a hottie to boot... It didn't seem all that appealing. Not for her first time, anyway.

Her first time, she would want to be with someone who loved her. Who would always love her? And Mark was probably the only guy she felt sure would do that. Even if they had a falling out one day, and didn't talk again for years, they would still always love each other. She decided she would never regret having her first time with Mark.

Getting back up onto her knees, she crawled over to his side of the bed, naked from the waist down this time. She considered waking him first, but part of her was worried he'd turn her down. There was another part though that said doing this while he was still sleeping was quite a turn on. She was already tingly all over just thinking about it.

Climbing over his body she straddled his hips, and lowered her bare pussy to within an inch of his cock. This was a pretty big step, so she hesitated, before lowering her hips just enough for their loins to touch. It was really warm.

She took his penis into both hands, and held it in place as she rubbed against it in circular motions. She liked what she felt and was getting wetter by the second. Soon she had started rubbing up and down the full length of his penis, with the outside of her dripping wet crotch, and then she paused. Started to have second thoughts now that she was so close.

"Rachel," Mark gasped breathlessly. "Rachel!"

Startled she looked to his face, only to find that he was just talking in his sleep. And that bought a wide smile to her face. He was dreaming about her, this erection was for her. And that being the case, she decided she was going to make good use of it.

All doubt finally gone from her mind, she pressed the tip of his member hard into her opening until it started to slide in. Barely an inch of it had her gasping; this was a lot thicker than her vibrator. It was probably going to stretch her a little wider than she was used to, and definitely sink a lot deeper.

But as she ever so slowly slid more of him inside, she found it didn't hurt. It ached a little, but the ache was far from unpleasant. Her hymen wasn't an issue either, being broken long ago due to a kick to the stomach from a sparring partner. Her breathing quickened as she slowly lowered her hips onto Mark's, taking in inch after wonderful inch. Mark too started to breathe harder, the deeper he sank.

"Oh God!" she gasped, as he got just over halfway in and kept sinking. This was so much better than plastic! He was already deeper than her vibrator had ever been! And it felt sooo good!

Moaning long and loud, she finally engulfed him right down to the hilt and sat still a moment. She shuddered with delight as the most wonderful warmth rose up through her body. Then as she started to rise, still slowly, she got in the sudden urge to make a little sexy talk with her sleeping lover. She raised her hips until only his tip was still inside her, and then sank back down still at that deliciously slow pace.

"Naughty boy, Mark," she gasped breathlessly. "Making me all horny like that! Well it’s your entire fault, so you're going to make me feel better, aren't you? Gonna make me cum real hard all over your big hard cock, like a good boy? Yeah!"

Her own words excited her even more, and she started to rise and fall a little faster. A part of her was a little worried that he might finish too early and leave her on the edge with no orgasm. So she continued with her sexy talk.

"Don't cum yet Mark, please not yet! I need get off so bad baby, please hold it back! Please!" Her hips started moving much faster, and it was less rising and falling now, and more bouncing. He seemed to be heeding her pleas and didn't seem to be Cumming early. There was a hint of what sounded like frustration in his moans now though.

"Just a little longer, baby, I'm sooo close! Please! Pleeeaaassse!! Oh God!!"

Her hips were a blur now, the friction was so wonderful, and she reached down and played with her clit to add to it. And in a very short time, a very familiar feeling started to rise up through her body.

"Oh yes!! God yes!! I... I'm... Cuuuuuummmiiiiiinngg!!!"

The orgasm had her whole body shuddering, but unlike the orgasms she was used to this one lasted much longer. It seemed every time she was coming down from the orgasm, she had a whole new one! And she had to bite her tongue to keep from screaming. Masturbation had never been this good!

"Oh yeah, I'm going to make you feel so good for this, lover!" she gasped, not slowing her riding motions. "Your turn to cum now! Come on! Give it to me, Rachel wants it so bad!"

After the most incredible orgasm of her life, she was very eager to return the favor. Whether it was going to wake him or not, Rachel didn't care. She wanted Mark's cum, and she was going to get it. Mark was about to be drained completely dry.

"No more holding back Mark," she purred, reaching back and massaging his balls to encourage him. "Show Rachel how much you love her! Give it to me! Give it to meee!!"

She couldn't believe she felt another orgasm coming on just as she felt Mark's balls tighten, and he started to moan louder than ever. And when she felt him ejaculating inside her, the pure sexiness of it had her Cumming again, right along with him.

"Ohhh yeeeeeesssss!! Squirt that cum!! Show me you love me!! Oh Goooddd!!"

Mark squirmed in ecstasy beneath her, moaning and grabbing handfuls of the sheet beneath him. Rachel continued to ride him and massage his balls until his squirming stopped, his body started to relax and his penis softened inside her.

Then it was her turn to come down, so she collapsed on top of him and affectionately wrapped her arms around his shoulders and nuzzled into his neck. She slid off the top of him, and cuddled up close.

"Oh yeah, I'm definitely doing that again," she giggled, kissing his neck gently. A part of her had thought that she would have regretted doing this, but she didn't at all. She was actually looking forward to a second helping. And the fact that he hadn't woken up once didn't bother her either. As a matter of fact that was one of the sexiest parts. That he would probably wake up tomorrow and be none the wiser.

"Ohhh, you and me are going to have such fun from now on Mark," she purred into his ear. "And I'm going to be totally climbing the walls until tomorrow night. Because as soon as you go to sleep, I'm gonna be climbing onto that cock all over again."

She smiled evilly when she looked down and noticed something. "Or maybe I won't have to wait that long." Reaching down she clasped his hardening penis with a giggle. "Is that for me, stud? Don't mind if I do."

Again she climbed up and straddled his hips, stroking his cock with both hands to get it nice and hard for entry. "But if you don't mind, I think I'll take my time with this one."

And she did; nearly an hour to be precise. Then several orgasms and another nice big load in her pussy later, she pulled his pants back up and her own back on. Then she curled up next to him and fell into the nicest sleep of her life.

***

Mark woke up, to the sun shining through the window, and surprisingly enough Rachel cuddled up to him with her cheek rested on his chest. He gently tapped her shoulder to wake her.

"Um. Rachel?"

"Mmmm?" she moaned, without opening her eyes and cuddling up a little closer.

"What happened to staying on our own sides of the bed?"

She opened her eyes, but her smile remained on her face. "Sorry Mark. Guess I mistook you for my teddy bear."

He smiled back. "You mistook me for a ten inch tall plushy toy? Masculinity fading. Fading. Gone."

Rachel let Mark go and just giggled at the joke. He looked to the bedside table next to him, and pulled the plushy in question from his perch and handed it to Rachel.

"Here you go, Rach."

She accepted the toy and looked right into Mark's eyes as she cuddled it. "Oh Mark, you can be so sweetheart sometimes."

"What do you mean sometimes?" he snickered. There was a moment of silence between them, and then Mark lay back and looked to the ceiling. "Is it just me, or was that the best night’s sleep ever?"

For some reason Rachel found this really funny, and broke into an uncontrollable fit of giggles. "Yeah Mark. I really enjoyed it too. Let's do it again tomorrow night, 'kay?"

He smiled and nodded. "Sure thing."

To be continued...?

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