Spooning

Spooning I found myself on the couch with her again. She wasn't feeling all that well earlier in the day and she had laid down for a nap while I read in the other room. When I heard her stirring I came back in and sat on the couch with her. I lifted her legs and scooted up a bit to rest her calves on my lap. I asked how she was and apparently the nap made her feel a lot better. I started massaging her lower legs from her knees to her feet as we talked. I hit a couple good spots because she made some yummy sounds as I rubbed. As usual, I started getting aroused when touching a pretty girl and it was hastened every time she moved because her calf was directly over my increasing erection. It felt nice with my hands on her legs because she was wearing some soft stretchy pants. I worked back down to her feet and removed her socks one by one. I spent a little time kneading her ankles and soles, finishing with her toes. I looked up and she had her eyes closed, I guess she was having trouble waking all the way up. I reached for the blanket to cover her up and as I did she rolled mostly over to her side. That left some space between her and the back of the couch so as I pulled the blanket up I pushed her legs over and I moved up behind her, assuming the Spoon position. I had good intentions, I got the blanket so it covered her well, I moved my left arm (the one under me) up to cradle my head and so it wasn't poking her in the back, and I scooted up against the back of the couch to give her plenty of room. Unfortunately she took up the extra room by partially rolling back over so she was leaning up against me. This wedged her hip right up against my erection. I planned on placing my right arm against my own leg, leaving her alone to sleep, but in my aroused state I ran my hand up her thigh, over her hip, and rested it on her tummy over her t-shirt. She repositioned herself a little, getting more comfortable, which ground her hip into me a bit more, I reflexively thrust me hips towards her, but only a little. I was highly aroused. I thought if I ignored it, it might go away. Plus I felt bad about the situation since she was obviously tired, I felt a little dirty. I thought maybe I'd make up for it by making her feel more relaxed, so I started caressing her tummy and her hip (hey, it made sense to me at the time). I started small and worked my way down from her hip as far as my hand could reach without getting up, from this position it was just above her knee. I repeated this a few times until on one trip up to her stomach, my fingers went under her shirt. I lightly rubbed my palm and fingers over her tummy up to her lower ribs and stopped there. I worked down to her waistband and back up a few times before working back down her leg. Since I wasn't really putting any moves on her, I took my time and I repeated this process several times. I still honestly thought that I was just soothing her so she could fall asleep, but my erection had yet to disappear. Next time when my hand reached as low as it could go, I moved over to her other leg and worked back up and because of my angle, my palm grazed her pubic mound as my fingers rubbed the front of her hip. I knew I did it and I guess she did to because she rolled a little farther onto her back. My erection throbbed and I rocked my hips a little, but otherwise I kept my hand moving. I knew she wasn't asleep yet, but her eyes were still closed. I moved my hand back under her shirt and this time I pushed it all the way up to her breast. Not touching it, just right up to where it started to rise. Then I worked back down to her waistband, I got brave and pushed the tip of my finger under the band and ran it across her tummy. Then back up to her breast. I was expecting her to either fall asleep or stop me, but she did neither. I went back down the leg, this time moving my hand a little towards the inner thigh on the way up, and I let my finger tips graze the edge of her mound, getting another slight moan and a little movement from her. But still she let me go. As I reached her chest, I let my fingers and palm go between her breasts and up to her neck, over to both shoulders just above her breasts, then back down between them. I repeated this another several times, every time I grazed her mound she thrusted a little more, and when my had was on her chest, she arched a little more. The last time I moved my hand between her breasts, she surprised me by rolling more to her side, causing my hand to move across her breast, her hard nipple sliding over my palm. I just kneaded the side of her breast then worked up to her shoulder, acting like it was no big deal. It seemed like more blood rushed to my penis though, I was thoroughly enjoying this. I decided that she was getting turned on, and that was her way of speeding me up. I worked down to her waistband and worked my hand under it. I pushed my hand over her hip and down her leg like I had been over her pants, and like before on the way up I ran my fingers along her inner thigh. As they grazed her mound I felt the heat and moisture, I was so turned on I started a slight rhythmic thrusting of my hips to grind my erection against her hip. I slid my hand over her mound, my fingers sliding over her silky hair, and ran my hand a little ways down her other leg. I was a little more blatant on the way back up, rubbing my entire hand over her pussy, from the heal of my hand to my finger tips. She thrust her hips forward as I did and I felt her hard little clit over my finger tip as it slid over. I slipped my hand up her shirt again, this time directly over her breasts and hard nipples. She raised her arm over her head to give me better access, and I was close enough to lower my head and suck her nipple into my mouth through her shirt. I gently held and rolled it between my teeth while my hand pinched and teased her other nipple. I pushed her shirt up and used my tongue and mouth, this time on bare skin. Her hips were now rotating in concert with my own. She reached her arm down so I had to move my head out of the way. She reach for my throbbing hard-on and squeezed it through my pants. My hand went to her waistband again, but this time I grabbed it and pushed her pants down to her knees. I could feel the heat from her bare skin and was flying to new heights of arousal. I started to tease the area around her wet pussy but with her rubbing my erection through my pants I lost all interest in subtlety started running my fingers over her moist lips, zeroing in on her clitoris. I have to say at this point that this is as far as I've got with her. We've been touchy-feely before, and flirty, but never this hot and heavy. To say I was excited would be an understatement. I was so excited, that if I didn't stop her rubbing, I would orgasm right there in my pants. I reluctantly removed my hand from her pussy and moved to her hip and pushed her away slightly so she was fully on her side, then I moved her hand way. I wanted to keep things moving though, so I undid my pants and pushed them down. Now my bare penis is rubbing up against her bare ass. That certainly didn't help me get farther away from orgasming soon. Since I was this close I just went for it and I pushed my erection between her legs, then I reached around the front and used my hand to push it up against her lips. I really didn't think she'd want to go all the way (or even this far) but so far she wasn't stopping, so there was no way that I was going to. I moved back and thrust forward a few times, and was able to hold off from coming too soon. It seems that if I can get past a certain point, I'm able to control it pretty well. I decided to take her hand and put it over my thrusting erection, if felt so damn good. With her juices and my pre-come as lubrication, it felt almost as good as the real thing. Then I noticed that every time I pulled back, she was pushing harder with her fingers and arching her back a little, like she was trying to push me inside. 2 times it almost slipped in but the angle was not quite right so it popped back out and each time she groaned when it didn't go. I reached up and played with her breasts and pinched her nipples. And I started kissing her neck, my hot breath on her ear. I paused on one pull back, allowing her to position her hips right, and the head slipped inside. She was so wet I didn't need to wait and in one long, slow stroke, I fully entered her. She let out a gasp followed by a loud moan. It felt so good I held still as I was buried to the hilt. I lowered my hand to her hip and held onto it so I could keep the thrusting that was going to come shortly in sync. I noticed that her hand was still between her legs, instead of holding me she was rubbing her clit, picking up speed as I held her. Then I slowly pulled almost all the way out... excruciatingly slow. I was so happy to be doing this, I wanted it to last. Then just as slow I pushed back in, all the way. I picked up my pace on the next few thrusts, and before too long I was lost and was just pumping like crazy. Her moans turned into grunts, which turned into yells, then into screams. I felt her body stiffen, and her hand stop rubbing, she was holding her breath and I continued to plunge deeply. All at once she gave a guttural moan and she started to thrash. I held her hip tightly and I buried myself deep and just held on for the ride. When she was done I gave another 15-20 strokes and I orgasmed deep and hard. It was amazing. It seemed to last for minutes but if was probably just a few seconds. I was pretty comfortable in the spooning position so I just wrapped her up in my arms and held her for a bit, my erection subsiding, still inside her. I finally pulled out and we both pulled our pants up, then took that well deserved nap together. Now that's what I call spooning.