Hes Too Tired But Im Not

After a long day at work, we were both tired and so we didn't wait long until we headed for bed. We chatted quietly as we undressed and crawled under the covers, exchanging a short kiss before we curled up to each other to sleep.

I don't know what woke me, but I'd been asleep for a while when it happened. After trying to figure it out for a few moments I gave up, only to find that my brief sleep had let me rest enough that I was now apparently going to be awake for a while. In my sleep I'd rolled away from him, so now I rolled back to him, snuggling in by his side as he lay on his back snoring softly.

Knowing that he works 24-hour shifts, I try to be considerate and not get catty about it if he's not in the mood and I am. That same knowledge is what has always kept me from waking him up from a sound sleep just for my sexual gratification. But as I lay there, warm and cozy and snuggled up against his naked body, I couldn't help thinking that if he was asleep... would I really be disturbing him that much...?

Carefully, I twisted a bit so that I was in a better position beside him. I stretched my neck towards him and softly whispered his name, ready to abandon my thoughts if he roused up. He kept sleeping though, without any indication that he'd heard me. Feeling a bit more daring now, I placed my hand on his chest; making a soft slow circle and trying to be still so I would catch any movements that would let me know he was waking up. He remained still, his breathing even and apparently quite asleep.

I realized I was biting my lip as I gently trailed my hand down his stomach, my body tense, just waiting for him to wake and politely move my hand, moan a "no baby" and roll us both over to go back to sleep. At the first slight touch of my hand on his cock, he twitched a bit. I froze, my hand in mid-air over him, afraid to move for fear of being caught trying to cop a feel of him while he slept. After what seemed like an eternity of waiting, I felt sure he was still asleep and I ever so gently placed my hand around his soft cock.

At that moment I felt very guilty. The poor man had just come off of a 24-hour shift and had to return to work in a few hours, and here I was, planning on seeing how far I could get with him without waking him up! I considered stopping there. I knew that if I laid my head down and relaxed I'd surely fall back to sleep and in the natural tossing and turning of sleep my hand would come off of him and in the end he'd never have a clue about what might have happened otherwise.

I probably would have stopped there too, if he hadn't moaned in his sleep at that exact moment. It was hearing that moan that I realized how turned on I was. My nipples were hypersensitive as they rested against his skin. My breathing was faster and in the midst of all this I'd grown tender and wet in other areas. My mind filled with images of his body, strong, tall and so amazingly sexy. I leaned in slightly, breathing in that distinct scent he has and placing a small kiss on his chest.

My left hand remained lightly curled around his soft dick and very gently I used my thumb to begin lightly stroking him. I moved nothing more than my thumb, sliding it slowly up and down its range of movement, testing his reaction. After about the fourth slow slide, he was still obviously asleep, but I felt a definite change with my hand. He was still small and soft, but now he felt thicker. I couldn't help smiling to myself in the darkness as I became bolder and I very carefully begin to softly caress him with all my fingers. Very soon the thickening became a soft but definite hard on. I had to bite back a moan of my own as I continued to stroke him and he continued to grow harder and harder.

It was at this point that I had to again reconsider my plan, but this time for different reasons. The desire to leave his side, straddle him and ride that big hard cock was nearly overwhelming. I lay there and felt myself ache down below as I remembered the way it feels when he slides into me, the friction, the hardness of him, the way he fills me up and the embarrassing yet uncontrollable way I moan at the sheer amazing pleasure/pain of it all. My only reason for stopping myself was the fear that he would wake, and despite a raging hard on, would ask me to stop and let him sleep.

With all the willpower I could muster, I forced myself to concentrate on this rather than that. Now that his cock was fully hard and erect, I took pleasure in exploring it with my fingers. Tracing the wonderful length of it from base to that sensitive tip. Circling my fingers around its thickness then lightly sliding them up and down the length. Very gently using a fingertip to trace the outline of the head, then giving a short definite caress to that little sensitive spot I know he has there. For the first time in my little game, I didn't flinch and pause when he moaned.

"You like that baby?" I softly whispered, lifting my face towards him.

He gave me no response to that, but it took only a couple more strokes of his cock to illicit another deep moan and a light shifting of his body. I smiled at that and momentarily took my hand off of him to reach a bit lower and lightly cup and massage his balls. He remained still and quiet for that, so I removed my hand and paused for a moment. I watched his breathing, slow and steady, and after another moment I slipped my hand back onto his cock. This time his body jerked slightly in reaction and his head turned a bit as he moaned. I didn't stop stroking, but instead kept a soft but steady pace and after a second light moan he seemed to drift back into sleep.

Carefully and slowly, I rolled from him for a moment, stretching my arm as far as I could to reach over the edge of the bed. After a brief blind search I found what I was looking for, a flip-top container of baby oil gel. With another careful movement, I sat up and flipped the top, pouring a good measure into my left hand, flipping the top closed with my other hand and sliding the container across the bed. I eased back down beside him, maneuvering my left hand under the covers and once again around his stiff cock.

He had no reaction to my hand finding his cock again, but as I began to stroke him, smearing the slick gel onto him, he mumbled something while repositioning his arms and shifting his hips. Again I spoke to him quietly, "Mmmm, I love touching you like this. Feeling it go from a soft little thing to a nice big hard cock."

Once more he shifted, his hips pushing upwards to my hand, encouraging me. For a moment I wondered if he was waking, but he remained quiet and I could somehow sense that while his body knew what I was doing, his mind was only happily dreaming it. With that realization I decided to once again be bold.

Having fully slicked up his cock with the gel, I closed my hand over it in a gentle but firm grasp. Then I began to establish a slow but steady pace, the gel allowing my hand to easily slip up and down his cock.

"Oh God you feel good baby. I can't help but think about feeling this inside me. How you make me moan when you slide it in. How you say I feel so nice and tight around you," I teased him in a voice just a shade above a whisper.

I had no idea if he heard me, but something got through to him because he let out a whimper after I spoke. Jumping on the moment, I began to stroke him a bit faster, wondering what was going on in his mind. His legs twitched under the covers and he let out another deep moan but I didn't slow down. I hadn't planned it, but I was going to see where I could take it. My hand slid up and down him quickly, trying to apply the right blend of pressure and friction to excite him as much as possible.

For some reason, I was still somewhat surprised when he let out a couple quick pants and a few short, "Oh's" and it took a moment for it to register that if I kept it up, I'd have him cumming in my hand in his sleep. The possibility wasn't unappealing, but the realization that it was possible was enough to make me pause and lose the moment.

When I realized I'd lost the moment, I was a little disappointed, but I consoled myself by easing myself up and taking his slick, hard cock in my mouth. The gel had a different but unoffensive taste and had the pleasant effect of causing my lips to slide over him easily and smoothly. For a few moments I simply enjoyed having him in my mouth, easing him in and out, seeing how much of his length I could take in and sliding my tongue up and around him, seeking out that highly sensitive spot and feeling a surge of pure feminine power when he twitched and moaned when I licked it.

As I enjoyed the sensations of sucking and licking him, I wondered if I had truly had him near orgasm. The signs were there, but he was asleep.... But his body was alert and it was very clear in it's responses....

With that in mind I reluctantly took my mouth from him and eased back into position beside him. My hand again found his cock and I began another slow and sure rhythm. "I think I want you to cum for me baby," I whispered to him as I slightly increased the pace of my hand. "I need you to cum for me. I want to feel you twitch and hear you moan and feel you throb in my hand while you spurt for me."

I was sure he'd woken up at my words as his arms moved and one of them settled around me. But rather than saying anything, he only made some incoherent mumbling noises, gave a few light rubs on my back and pushed his hips up into my hand again.

"Please baby," I practically begged him in as loud a whisper as I dared. My hand was quickly pumping his slick cock. Now and then he'd push his hips up hard and let out a whimper. I adjusted my hand slightly, desperate to find the right position that would drive him over the edge. One more slight adjustment and I knew I had found it when I felt his arm tighten around me and he began a deep moaning interspersed with gasping "oh's."

Struggling to maintain the pace I held my breath as I listened and felt him react. His legs slid and twitched, his arm held me close and he practically writhed on the bed as he got close. I was so intent on his excitement that it took me a moment to realize his cock was throbbing in my hand and I felt a warm wetness on the back of my hand. Despite everything I couldn't help but be surprised that I'd really made it happen and I had to force myself to continue to stroke him and not stop and bask in the moment.

He let out something more like a grunt as I felt him throb a couple more times and felt another rush of cum spurt out and slide down towards my hand. At this point I imagined him waking up at any moment, but while his sleep seemed to be more light than before, he was certainly still more asleep than awake.

My hand slid up and down him idly as I pondered what to do now. I could leave him like this, simply easing out my hand, cleaning it up and leaving him to figure out what happened. Or I could try to clean him up without waking him and go back to sleep and see if he mentioned anything in the morning.

Glad for once that I'd tossed my sleep shirt in the floor, I reached down to grab it. I carefully wiped off my hand and then turned to him. Before cleaning him up, on a wicked impulse I slid a fingertip in the slick goo on his belly and then gently touched the fingertip to his lips, grinning in the dark when he let out a small moan and gently sucked on my finger. I slipped my finger out and reached for the shirt, gently wiping him clean as best I could before tossing the shirt in the direction of the laundry basket and snuggling in beside him to sleep.