While You Were Sleeping, Part 1

by Polly Ester

I got this idea for a new story, I hope you guys like it. I haven't abandoned my other ones, I'm just trying new things. If you want to contact me I encourage it, my email is at the bottom of the page and I love to chat and roleplay over Yahoo Messenger. Only text though. See my profile for more detail.

Candy and Megan climbed out of the pool and onto their towels to dry off. The 11 year olds had been playing in the pool at Candy's house on this hot summer day, and now it was time to relax. Megan plopped down on her towel first, lying on her belly, her young ass jiggling slightly. Candy noticed.

Candy had been noticing such things a lot lately. Her breasts had just started to develop, and although she hadn't developed any pubic hair yet, she was starting to notice that her crotch was getting strange tingly feelings at times. Her short, auburn hair and freckles made her look cute and childish, but she was getting some pretty adult feelings.

Candy bit her lip as she watched Megan breathing. Megan always fell asleep on the towel after swimming in the pool, and she was rapidly fading off to dreamland as usual. Megan had shoulder length blond hair, and was slightly more developed than Candy. Her breasts were a little larger, and she had just gotten her first training bra. Also, the first faint wisps of pubic hair were coming in, though for all intents and purposes her little vagina was still pretty much bald.

Right now, her wet bathing suit bottoms had wedged themselves into Megan's ass, and her skin was still glistening with water droplets from the pool. Candy's pussy was starting to feel very tingly just watching her friend's ass raise and fall with her breathing. She squeezed her thighs together and continued to watch, enraptured.

An idea came to Candy then. She knew that Megan was a very sound sleeper. She always had trouble getting her up in the morning when they had sleepovers. She probably wouldn't wake up if Candy touched her, right? Candy was filled with the desire to touch her friend's ass, and she couldn't resist this opportunity.

"Hey... Megan? Are you awake?" she asked. There was no response. "Megan?" she said, louder. Still no response. Candy's heart was hammering in her chest as she crawled over to her friend. Her face was now looking down on Megan's ass as the girl breathed in and out, her cheeks moving with each breath. Candy swallowed hard, and she rocked back slightly on her heels so that her tingling pussy pressed against them.

"M.... Megan?" she tried again, to make sure that her friend was asleep. There was still no response. So nervously, Candy reached out her hand, and slowly, carefully, let it down to rest softly on Megan's bikini covered ass. She could feel her friends cheeks now as they rose and fell. He heart was beating a mile a minute, and she felt hot all over. She could feel her face flush. The tingling in her pussy was intense.

After a few minutes with her hand on her friend's ass with no reaction, Candy began to feel bolder and started to move her hand around, kneading Megan's ass cheeks slightly. When Megan still didn't wake up, Candy brought her face down, and lightly kissed one of Megan's ass cheeks. Her pussy was tingling like crazy now, and she was squirming from the feeling.

Megan really was a sound sleeper, and didn't notice what her friend was doing at all. Candy got even braver, and lowered her face down so that her cheek was resting in her friend's crack. She turned her head so that her nose was nuzzling Megan's crack, and smelled her friend's scent for the first time. She became slightly dizzy, and her thighs clenched. Even though she was still outside of the thin bikini material, this was the most erotic experience she'd ever had.

Candy nuzzled Megan's ass for a few more minutes before she got up the nerve to go further. Trembling slightly, she moved her face away from Megan's ass cheeks, and reached up to the waistband of her bikini bottoms. She hesitated for a second, then slowly pulled them down, revealing Megan's bare ass cheeks in all their glory.

Candy let go of all inhibitions and began fondling Megan's ass in earnest. Her hands roamed between and over Megan's cheeks, her skin was soft and damp from the pool. She lightly tapped her left cheek, then the right, and watched them jiggle. Then she bent down and nuzzled Megan's crack again, taking a deep breath and running her nose and lips along her friend's cheeks. Candy gave a few light kisses, then opened her mouth wide and slurped at her ass cheeks, running her tongue along her skin hungrily.

All the while Candy's pussy was tingling and juicing up like crazy. Drops of horny juice were running down her inner thighs. She paused for a second to grab her towel and ball it up so that she could lie down on her stomach and press her pussy against it as she continued her fondling. Candy had never felt this horny before, although lately her pussy had been tingling a lot. Every night she would have incredibly sexy dreams and wake up to find her legs wrapped around her pillow, her hips rocking slightly.

Now she pressed her pussy hard into her balled up towel and went back to nuzzling, slurping, and fondling Megan's ass. Then something surprising happened. Just as Candy was running her hand between Megan's cheeks, Megan let out a slight moan, and her hips began to undulate. Candy froze, then she realized what was happening. Megan was having a sexy dream, just like she had every night. With each undulation, Candy could see a little bit of her friend's pussy peeking out from beneath her cheeks. It was glistening.

Candy swallowed hard. She knew that she shouldn't go further, but she couldn't help herself. She moved her hand down underneath and began to run her fingers into the folds of Megan's young pussy. She was soaking wet, the girl was extremely horny. Candy was relieved to know that her friend got these sexy dreams and got just as horny as her. Her head swam a little bit and she rested it on Megan's ass again. Megan's undulations got a little more intense as Candy explored her wet folds, clumsily brushing Megan's clitoris with each movement.

Candy was now rocking her hips in time with Megan's undulations. The feeling in her young, bald pussy kept intensifying until she didn't know if she could handle it anymore. Her breathing was coming out in gasps, her eyes were closed, and she was just concentrating on feeling Megan's ass cheeks move up and down against her face, and the feeling of her pussy as it moved and slimed all over her hand. Then Candy felt a pulling sensation in her pussy and her hips began to jerk. She let out a squeak of surprise as she experienced her first orgasm of her young life.

Her hips trembled and jerked for what seemed like a very long time, and she saw stars in front of her eyes. Then it began to calm down and Candy was left breathless lying with her face resting on her friend's ass and her fingers on her pussy, Megan still in the midst of her sexy dream and slowly humping Candy's hand.

Just as Candy's heart rate was getting back to normal, though, Megan gave a sniff. Candy knew what that meant. Megan always sniffed suddenly about a minute before she woke up. Candy quickly pulled her hand away from Megan's pussy and carefully pulled her bikini bottoms back up so that they covered her ass. Then she spread out her towel once more and lay on it, trying to pretend like nothing had happened. Megan woke and blinked a few times. She'd been having a really sexy dream, and her pussy was now tingling like crazy. She then realized that she was unconsciously moving her hips around and stopped. Blushing, she looked over at Candy to see if she'd noticed. Candy was staring up at the clouds, apparently oblivious to Megan. Megan sighed in relief. It would have been real embarrassing if Candy had noticed her having a sexy dream, especially since the person she was dreaming about was Candy herself! She'd been having these dreams about Candy for several weeks now, and they always ended with the two of them naked and entwined, kissing passionately. The itch in Megan's young pussy was becoming unbearable. Candy's naked body was all she could think about. She was falling in love with her best friend!

A gust of wind blew at the two friends, it was starting to get chilly as evening settled in. "I guess it's time to go inside now!" said Candy, and the two girls gathered up their towels and pool toys. Megan looked up as she was grabbing her towel to see Candy's bikini clad ass right in front of her face as she was bending down to grab her own towel. Megan could feel her clit become more engorged at the sight. She quickly returned to gathering her things and heading indoors.

Candy's parents were away for the night, but they knew the girls were mature enough to have a sleepover without any supervision. The two girls went upstairs to Candy's room and began changing out of their wet swimsuits. Megan got an eyeful of Candy's bare ass and pussy peeking out from underneath as she bent over to take off her swimsuit bottoms. Her heart began pounding, and she swallowed hard. She wanted to see more of Candy without her clothes on, and she had to think of a way to make it happen.

"H-hey, don't you think it would be fun to not put our clothes back on and just become nudists for the night? Nobody else is around, and the air feels good on your skin, doesn't it?" she blurted.

Candy blushed, but she was just as interested in continuing to see Megan naked. "Okay!", she said, maybe a little too enthusiastically. She tried for more of a neutral tone and continued, "... I mean, if that's what you want...."

The two girls stood there in silence for a few minutes, embarrassed. Then Megan worked up the courage to speak.

"Hey Candy, do you ever have really sexy thoughts?"

Candy's blush deepened. "S-sometimes...."

"Does it ever make you feel really funny, like between your legs?"

Candy's face was feeling really hot now. She knew why Megan was having that funny feeling, and remembering was causing her to feel all tingly again herself. "Um, yeah!", she said, and in an effort to put Megan off of guessing what she'd done continued, "Sometimes I get all tingly for no reason or anything!"

"I know what you mean! I.... um... kind of feel that way right now."

There was a drawn out silence, and Megan was wondering if she'd made a mistake by admitting that, when Candy said, "Yeah, I feel that way too."

Megan let out a relieved breath, and both girls started to giggle. Megan, her confidence not built up a little more, continued. "I like to think sexy thoughts and let the feeling wash over me. It makes me have to cross my legs."

Candy giggled. "What kind of sexy thoughts do you have?"

"That's.... a secret" Megan said shyly as she looked at the floor.

There was silence for a few seconds, then both girls broke out laughing. Candy picked up a pillow and hit Megan with it. Then Megan picked up another pillow and soon the two girls were busy giggling and whacking away at each other with their pillows. After a while, they both flopped down on the bed, breathing heavily.

Megan picked up the pillow she was using in the pillow fight and stuffed it between her legs, then clamped her legs around it. "It's feeling really tingly now." she explained.

Candy grabbed her own pillow and did the same. "Yeah, I know what you mean!" she agreed. "Let's think sexy thoughts and see how strong we can make the feeling go, okay?"

The girls sat there rocking slightly on their pillows, as they each imagined touching the other's naked body and kissing each other all over. They were both breathing really hard, and pressing hard against their pillows, making wet spots. Then Megan blurted out "Hey, we should kiss each other.... you know, for practice... we can think about... um... boys we like and stuff while we do that."

Candy's heart was racing, and her face felt really hot. "Okay... yeah, if you want to..." she said, trying to play it cool even though her pussy was aching like crazy.

Awkwardly, the two girls moved close together, keeping their pillows between their legs, and wrapped their arms around one another, and pressed their lips together. They could feel their developing breasts and stomachs pressed against one another. Candy felt little thrills throughout her body, but for Megan the situation was getting really intense. She was starting to hyperventillate, her hips were rotating against her pillow with an incredible urgency.

She broke off the kiss, and planted a few quick passionate kisses in Candy's face leading down to her neck, where she pressed her nose against it's crook and smelled the scent of her friend's skin. Candy could feel Megan's hot breath on her neck and back and it was sending shivers up her spine. Megan's hands began to roam urgently, finding Candy's ass and kneading it lustily.

Then Megan had her own first orgasm. She felt a pulling sensation in her pussy, and she gasped. She held on tight while the pleasure overtook her, and she bucked around on her pillow, hugging Candy tightly and squeezing her ass spasmodically. She buried her head into Candy's chest and moaned and grunted as several shocks overtook her.

Her head swimming, Megan's vision gradually came back to normal and she realized what she was doing. She quickly let go of Candy and chuckled nervously. "I.. uh... think I just had an orgasm, like they taught in health class..." she said, uncertain what Candy's reaction would be.

Candy swallowed. "Yeah.... you looked like you were really into it."

"I... um... was thinking about some of the cute boys in class", Megan lied.

Candy's heart sank a little, she was hoping that Megan had an orgasm over her, not some boys in class. But she hid her disappointment and smiled. "Yeah, there are some really cute ones!"

"Have you ever had an orgasm before?" asked Megan

Candy blushed, realizing that she'd just had her first orgasm that day. "No", she lied.

Megan lay sideways on the bed, still breathing a little heavy and covered with a sheen of sweat. "You should really try to have one sometime, it feels really good...." she said in a dreamy voice. She was getting very tired from all the activity.

They were both silent for several minutes, and finally Candy spoke up. "So... um... what do you want to do now?"

There was no answer. Megan had fallen asleep. Now Candy's heart really started beating fast, and her pussy, which was already soaking with excitement, began to feel almost like it was buzzing. Here was a chance for a repeat of her groping session from the poolside! This time she was less timid. Megan was already completely naked, and just lying there. Candy immediately groped her ass and began fondling it.. She got on her knees and pushed Megan's legs apart and was hit with the smell of her friend's first orgasm, which made her head swim.

Candy turned Megan over and immediately buried her face in her friend's pussy, rubbing her nose around and making sure that her entire face got to rub up against her almost hairless cleft in order to be covered with the shiny, sticky horny juice. Megan began to moan in her sleep, Candy's ministrations were initiating another very erotic dream. She undulated her hips slightly and began breathing very heavily. It was really a marvel how well Megan could keep sleeping in spite of everything, but the girl was out cold, definitely a very deep sleeper. Candy's own horny juice was running down her legs, and she snaked one hand underneath in order to play with her own hairless pussy as she continued to nuzzle Megan's. Her other hand was kneading Megan's smooth, sexy ass from underneath, and it wasn't long before Megan was grinding her hips in her sleep and breathing very heavily.

"She's probably dreaming about some boy in class", Candy thought, a little dejectedly. "If only it was me in her fantasies getting her horny, the way she's always in my fantasies making my vagina tingle."

Just then Megan moaned in her sleep, and Candy froze to make sure that the girl was still fast asleep. She needn't have worried, very little could wake Megan up once she was in deep sleep. Megan began to undulate her hips a little more, and breathed out in a sleepy whisper, "Don't stop Candy, that felt so good..."

Candy's heart stopped, had Megan woken up after all?... no, the girl was still asleep, her eyes were closed and she didn't seem to be aware of her surroundings. Megan was talking in her sleep, and she continued dreamily, "Oh Candy, I've wanted to touch your naked body like this since I first met you..."

Megan's words had an immediate effect on Candy's pussy. She clamped her thighs around her hand and squirmed as she felt an orgasm building. Suddenly it exploded over her and she whimpered, shuddering and involuntarily digging her face into Megan's pussy as she writhed about. Megan draped a leg over Candy's head and squirmed about sleepily. Candy felt another orgasm building before the first one had even tapered off. She clamped both hands against her pussy and squeezed her thighs around them hard, twisting and turning her body about until she stiffened and squealed involuntarily as another orgasm wracked her.

When her orgasm calmed down, Candy detached herself from Megan's pussy and watched her friend sleeping. She couldn't believe that Megan was secretly as in love with her as she was with Megan. This new and exciting piece of knowledge thrilled her to no end, and she was already thinking of ways to have fun with it. Megan was still whimpering and undulating sleepily, in the midst of her sexy dream. Candy felt her pussy getting all tingly again, and she didn't hold back. She spent half the night rubbing her wet pussy all over Megan's body, and kissing her in every single location. She came several more times, covering Megan with her girl cream. Finally she collapsed exhausted next to Megan, and fell asleep.

Megan woke up early the next morning, and noticed that her hands were pressing against her pussy, and her thighs were tightly wrapped around her hands trying to evoke some stimulation. She didn't realize that Candy had been inflaming her lust while she was sleeping, and when she'd finally stopped Megan had unconsciously tried to stimulate her horny pussy as best she could in her sleep. What she did know was that she'd been having some really sexy dreams about Candy, and her pussy was tingling like crazy.

And now Candy was sleeping right next to her completely naked, which made Megan squeeze down on her hands even harder. She licked her lips and reluctantly unclenched her thighs and pulled her hands away from her pussy. Her sticky pussy juice covered her hands, and she hastily wiped them on the bed. Then she went and got her camera, she knew she would never forgive herself if she let this opportunity slip away. Breathing heavily, she took pictures of candy from every angle. Candy was lying on her back with her legs spread open, giving Megan a wonderful view of her friend's pussy, and she took several shots. She could feel her pussy juice running down her legs, but she took several more pictures, especially close ups of her smooth pussy and budding breasts.

But she also wanted some pictures of her ass, which was a problem because of her position. Candy was a fairly light sleeper, would she notice if Megan tried to reposition her? She didn't know, but she was desperate. Megan lightly placed her hand on Candy's thigh and gave a gentle nudge. For a moment nothing happened, then to Megan's delight, Candy adjusted herself in her sleep so that her ass was up in the air and completely visible to her friend. Not only that, but Megan's hand, which had been on Candy's thigh, slid as Candy was turning and was now cupping her ass.

Megan felt light headed and got down on her knees in order to steady herself. She pressed her pussy against an ankle and pressed hard. A whimper escaped from her throat. It took several seconds for her head to clear enough for her to think. She knew that she couldn't start fondling her friend wildly like she wanted to, that would surely wake Candy up. She wished she could just keep her hand where it was, but she knew that was impractical as well. Reluctantly, she removed her hand, and then took several pictures of Candy's ass. When she was done she put her camera away and began rubbing her wet, horny clit in earnest. She got as close to candy as she dared, getting an eyeful of her friend's naked body while her fingers worked her pussy. Then she slowly, gently placed her hand back on Candy's ass where it was before. It was a risk, but she'd done it earlier. Candy didn't seem to notice the returning hand.

What Megan didn't know was that Candy was already awake, and watching her friend through slitted eyes while pretending to be sleeping. She'd moved voluntarily to give her a better view of her ass, and right now she was enjoying watching the reaction she'd provoked in her friend. She was tempted to join her, but the idea of teasing her more seemed like it would be a lot of fun. So she resisted moving her hands to her own pussy, which was really tingling and juicing up. She could feel Megan's hot breath against her skin as she gasped in the throes of ecstasy, and it was getting very hard to resist the urge to masturbate. Megan's hand on her ass felt so good, and she wished she'd move it down. It was just resting there as Megan focused on going to town on her clit with her other hand.

Candy, still pretending to be asleep, now pretended to adjust her position in her sleep. She widened her legs and lifted her ass a little, with the result that Megan's hand fell a little and her fingers brushed Candy's dripping wet, hairless slit. This immediately brought Megan over the edge. She shook with desire and bit her lip in order to avoid moaning loudly. Instead she squeaked and grunted, and curled up into the fetal position as wave after wave of orgasmic bliss took over. Her hand was no longer touching Candy, but she could still feel her friend's soft flesh in her mind.

Candy smiled to herself. It was going to be a very fun day!