I fell asleep with Jane on my right; my back was facing her. We had been great friends for a long time, but we weren't doing something intimate; we were both attending a convention and we tried to save money by sharing a room, and it only happened to have one queen sized bed. The night was hot, so the comforter was on the floor; the thing cotton sheet formed a courtesy blanket.
During the night, Jane kicked my calve and me from my slumber. I opened my right eye--an act almost useless in the dim light. Fortunately, my senses of smell and hearing are very acute; I smelled sweat and heard heavy breathing. With my back still toward her, I slowly turned my head and used my peripheral vision. I saw the silhouette of Jane.
Her knees were bent up, lifting the sheet up and creating a small cavern between her legs. I could see the outline of her left arm--specifically two of her fingers entering her partially open mouth. Her other arm disappeared under the sheet; the cotton embossed around it as a trail to where her hand was hard at work. I noticed her rocking on the bed. I nearly gagged: she thought I was asleep, and she was masturbating in the bed we were sharing!
I must've made a noise--or withheld a noise, I noticed I was holding my breath--because she suddenly paused and turned her head to look at me. "Wanna give me a hand?" My dick leapt into attention like a guilty child caught with his hand in the cookie jar.
"You're my best friend," was all I could say.
"And you've always helped me out before."
I didn't respond. Instead I put my head back down and tried to go back to sleep.
Jane seemed disappointed, but instead of going to sleep herself, she redoubled her efforts. I smiled; that was just like her: when she doesn't get her way, she goes about acting as if she died. She let out a low moan, "Mmmmmm." She started to buck into her right hand; the bed was really moving now. I caught myself thinking, "How many digits is she fucking right now?"
After a few minutes, the sheet moved a bit. I risked a peek. Jane was on her stomach, or she would've been if her knees weren't braced beneath her. The sheet had slid down and rested over her calves. She was facing away from me with her head almost buried in her pillow. She was massaging her pussy rocking forward. I rolled over and face my whole body towards her. My throbbing prick sent painful pleas to my brain for escape from my shorts. I could smell the aroma of her sex permeating the room. For the first time I realized just how sexy and attractive Jane was.