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Kelly and I had been having sleepovers for years now, and I always slept in the bed with her. It was a Queen size, so there was room for both of us. As I lay under the covers, I realized that this was the first sleepover we were having since I had become "attracted" to her.

Although all kinds of fantasies about Kelly began to run through my mind, I'm a very realistic and rational thinking person, and I knew that it would never be anything more than that.

After a minute or 2, Kelly came back upstairs. She turned off the light and got into bed right next to me. For the first time in my life, I was completely intoxicated with the smell of her hair.

I was practically overcome by the fantastic feminine scent of it, resting gently on her pillow not more then a couple of inches from my face.

We talked for a few minutes about something, I think. Then we turned away from each other and went to sleep. Well, she did anyway.

I laid there with my eyes closed for probably a good half an hour or so. I just couldn't keep my mind off of her.

And lying there right next to her, it was practically torture not being able to touch her. I tried to think about other things Eventually, I was able to fall asleep.

And I stayed asleep, for maybe 2 or 3 hours. I think I woke up at about 3 a. I tried to fall asleep, I really tried.

At this point, I began to seriously consider a plan. I knew Kelly was a heavy sleeper. Heavy isn't even the word. She slept like the dead.

It's almost impossible to wake her up in the morning. I figured it wouldn't hurt if I just put my arm over her. I could hear her snoring a little, and I figured if she woke up, I could just pretend I was sleeping, and she wouldn't think anything of it, other than that I had rolled over during the night.

After a few more minutes of lying there stiff as a board, I decided to go for it. I rolled over gently, so that I was facing her back.

Both of my arms were under the covers. She was still snoring, so I went ahead and put an arm around her, still under the covers.

I was pressed against her back, with my arm over her, my hand resting lightly against her stomach. I froze in this position for several minutes.

I was almost too afraid to move a muscle, but I began to tell myself "Whatever happens, just pretend you're asleep and everything will be fine.

It was like a spark of electricity at that moment, I could barely contain my excitement. Everything was going fine so far, so I continued to move my arm up a bit more until I was cupping her breast in my hand.

I think I held this position as still as a statue for a minute or two before I began to massage it. It was truly a wonderful and erotic experience.

Although my breasts were even bigger than Kelly's, and I had felt them hundreds of times, feeling her chest for the first time was indescribable.

As the minutes went by and she continued to snore, I got bolder and started to brush her nipple through the pajama top with my thumb, pinching it lightly, and then a bit more.

It was at about this moment that I got the scare of my life! I thought she had woken up, and I froze in my position, pretending to be sound asleep.

It turned out to be nothing, so after catching my breath for a moment, I continued to massage her breast before moving to the other one.

I gave it the same treatment: the massaging, the rubbing, pinching her nipple lightly, squeezing it gently in my hand. I began to feel more confident that she was sound asleep and would never suspect anything.

As I felt her nipples hardening through the pajama top, I knew that at least on some subconscious level, she was enjoying this.

I suppose it had been about 20 minutes since I first began to touch her, and I decided to go a step further.

I slid my hand down her torso, inch by inch I reached her tummy, paused, and then continued down.

I remember reaching her waistband and thinking that this was some kind of "border" that I shouldn't cross, but my emotions got the better of me and I continued down over the front of her pajama bottoms.

Finally, my fingers had reached their destination! Words cannot even begin to describe the way I felt at that moment! My heart was pounding in my chest, I was breathing heavy, and my mouth was dry.

I think it was the most aroused and excited and naughty I've ever felt in my entire life. My best friend Kelly was sleeping next to me, and I had my hand practically right on her pussy.

To be honest with you, I don't know what I was doing with myself at this point. I know I was wet and completely aroused.

I think I may have been touching myself a little, but I didn't want to cause any more motion than I had to.

After all, I could touch my pussy any night I wanted to, but tonight, I was only interested in hers.

Her legs were together, I remember that. I was only able to get one finger between them to rub her there. I slid it back and forth for at least a minute or two before I noticed that her breathing began to change.

Instead of the light snoring sounds she had been making, she started to breath heavier Her head moved from side to side a little, and I knew that she must have been enjoying this.

Maybe she was dreaming that some guy was feeling her I don't know. But whatever it was, she was becoming visibly aroused by it.

To my surprise, her legs spread apart just a little more. I couldn't believe it! I took the opportunity to slide the rest of my fingers between her legs and rub against her pajama-covered clit.

It was at this point that I realized that the crotch of her pajamas was warm and wet with her juices.

This got me even more aroused! I couldn't help but press harder and rub more firmly against her, trying to focus on where I thought her clit was.

As I did this, her breathing got even heavier, and her body moved even more, rocking, bucking against my hand.

Even though I got more and more aroused, I also got more and more scared that she would wake up. I decided to quit while I was ahead, and pulled my hand back away from her.

I laid there for a few minutes, almost in disbelief at what had just happened. And not a moment too soon. Within about 5 minutes, her dog started barking.

He did this every once in awhile. Someone was probably turning around in her driveway. Whatever the reason, it woke her up.

I would have been mortified if she caught me with my hand down there. Even if I was pretending to be asleep, it's still an embarrassing situation.

I felt her get up and go in the hall, and she told the dog to shut up. She went to the bathroom, because I heard the toilet flush.

While she was in there, I took the opportunity to smell my fingers. What an incredible scent! I will never forget that smell as long as I live.

Besides my own, it was the first pussy I ever smelled. I licked my fingers, but honestly, all I could taste was my own sweat. I was so nervous!

When she came back, I had my eyes closed, pretending to be asleep. She lay down next to me, and I was making my own little "snoring" sounds, so that she'd think I was sleeping the whole time and wouldn't get suspicious.

After a few minutes, I could feel her sort of nuzzling her back against me. She must have thought I was asleep, because she took my arm and placed it over her.

Once again, my hand was on her tummy, but as she did this, my finger had brushed against the side of her leg, and it was then that I knew she had taken her pajama bottoms off in the bathroom.

She must have been just as aroused as I was! With my arm over her, she backed herself up against me, snuggling up.

I didn't know what to do. I just kept pretending I was asleep. I kept up my snoring act, but I think she was still awake. With my hand on her stomach, I could feel her moving under the sheets.

I realized that she was secretly unbuttoning her pajama top. I knew for sure when I felt the fabric get gently tugged from under my hand, and my fingers found themselves touching the bare skin on her stomach.

Over the course of the next few minutes, I kept my hand limp, and she squirmed her body around, gradually nudging my hand up over her breast. There were probably a billion thoughts running through my head at that very moment, but I stuck to my act and pretended to sleep.

Before I knew it, her hand was on top of mine, and she began to lightly squeeze it, so that my hand would squeeze her breast. She did this a few times, and then eventually eased up.

Following her lead, I continued to squeeze it, all the while making my snoring sounds. She never suspected I was awake. As my hands blindly groped her chest, my fingers fumbled around her nipples.

I didn't want her to think I was too aware of what was going on. I could hear light sighs coming from her lips, and it sent shivers through my entire body like nothing else ever has.

With my eyes closed, and the covers over both of us, it was hard to tell exactly what was going on, but when I heard the sound of fabric being rubbed, I immediately knew what Kelly was doing.

She had worked her hand down between her legs as was masturbating through her panties. This went on for several minutes, and I almost came from the thought of it!

Just like before, she began to nudge my hand, but this time, downwards. She subtly guided it down her body, so as not to "wake me up".

I knew exactly what she was doing, so I played along. With my limp hand on the front of her panties, she guided my fingers down between her legs.

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