He must have thought I was asleep.

The room had been quiet for nearly an hour, both of us underneath the covers on opposite sides of the bed.

When I felt his weight shifting, I figured he was finally dosing off and was surprised when I heard the telltale rustle of blankets instead of his deepening breath. I rolled on to my stomach to try and sneak a better view. Glancing out from my pillow, I wanted to see if he was doing what I thought he was doing.

He stalled at my movement and glanced in my direction. But with my breathing steady and my body still, he ignored the distraction.

I watched in awe as the blankets moved, imagined his hand touching his cock, rubbing his balls, pulling and squeezing his shaft.

My mouth watered.

His breathing became rapid when the repetitive blanket movements started. I could see his rhythm, but I wanted more. I wanted to see his hand wrapped around him, the tight strokes he used, the pre-cum gathering at his tip.

In a desperate attempt to see more, I moved, still pretending sleep, but pulled the covers with me. A quick glance showed him initially reach for the blanket, then forgoing it for the moment. I smiled.

Without the restriction of the blanket, he became more aggressive, gripping hard, the head of his cock almost purple. I watched with fascination as a small bead of fluid pooled at the head and he used his thumb to pull it down onto his cock.

My breathing started to increase, matching his, and I clenched my pussy, trying to release just a bit of the building pressure.

His left hand reached down to his balls.

He cupped them, wrapping his thumb and finger around the top before tugging and I heard his breath catch and a small, quiet moan escape his lips. I had to bite my own to stop my noises.

His hand started moving faster, so quick it was a blur in the dim light. I watched in amazement as both hands pulled harder, so hard I thought it must hurt. My gaze went to his face, and I watched as his eyes closed, moments before his back arched off the bed. I saw the pleasure begin to peak on his face  and knew he was close to cumming.

Aroused beyond comprehension, and feeling a little left out, I moved quickly and dropped my lips and mouth over his cock. I felt his jolt of surprise, but he was too close, too far gone for my warm, wet mouth. With both hands, he pushed my head down, forcing his cock deep into my throat and came, jet upon jet of warm cum swarmed into my mouth and down my throat.

Once his pace slowed, I backed off his member. He looked at me in surprise and opened his mouth to speak. I laid a finger across his lips and whispered “Shh,” before laying down beside him, my head on his chest and my hand holding his now softening member.

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