He slides his hand up her leg slowly, enjoying the feel of the skin on her thigh, but she doesn't notice. She's in a deep sleep wrapped in his warmth and hugging her pillow tightly. He smiles at her as he plays with her underwear... the skimpy g-string that she bought just to get him to smile like he is right now. Sliding his hand up her body he unbuttons her pajama top and kisses her behind the ear. She doesn't wake yet, but he knows that she will. He can see her lips curve upward when he kisses her again. He doesn't mean for it to be more than an innocent peck, but the taste of her is in his mouth now. He can't help but run his tongue along the length of her neck and suck. She moans, squirming even in her sleep to give him more, to open for him. She arches and slides back. Her round ass, presses his cock causing it to harden just a little. Even in her sleep she has all the right moves.
He lifts himself up onto one arms and opens her shirt. Watch as she rolls onto her back in response to his change of position even though she is only half awake. He kisses her again, on the mouth this time and grabs one breast. She moans. He sucks on her lips, teasing her with his tongue.
Then he stops. He lets go of her breast and places both hands beside her. Her eyes fly open and she throws a leg around him, grabbing him roughly. He knew that she had woken up. He returns her kisses for only a minute, before he again grabs her breasts. He licks and sucks on her nipples, one after the other. She moans wrapping both legs around him, squeezing him until his cock nestled in the wet warmth between her leg. She grabs his head holding on as if for dear life, and she grinds against him, moaning and panting. He lifts his head, intending to kiss her, intending to fill her, but all his intentions were shot when he heard her groan "please" moaning his name with such need that he couldn't disappoint her.