"Too tired" I muttered almost asleep already, he sighed and had the pained look on his face again, he just stood there for a couple of seconds before climbing in the bed next to me in his boxers pulling me closer to him. I was conscious of his hands on my almost n**ed body, but instead of being uncomfortable, I liked it way too much, I could feel his skin against mine making me tingle. I kissed his chest tenderly and I buried my face in his neck and instantly fell asleep.

Clay was kissing me, kissing down my neck as he stripped off my bra and panties running his hands over my body slowly making me burn in need. I pulled off his boxers and saw he was already aroused, I moaned at the sight of him. I pulled him back to me. "You sure?" he asked as he hovered over me, I nodded and kissed him again as he pushed himself inside me, oh God that felt good. He built up a slow and steady rhythm making me moan and call his name. Each thrust made me feel like he was pushing me towards something glorious, I was almost there I could feel it, he thrust again.

I jerked awake with a gasp, "Holy Shit!" I whispered as I burst out laughing, Crap I was just dreaming about having s*x with Clay! I buried my face in the quilt giggling and trying to slow my breathing that was coming out in pants. God damn it, why did I have to wake up then? I only needed another couple of seconds. I rolled over to cuddle Clay but he wasn't there, I sat up squinting through the darkness trying to see him. The only light was a green haze coming from my alarm clock. "Clay?" I whispered reaching out my hand to the shape I could see laying still and as far away from me as possible in the bed.

"Err yeah?" he asked huskily, I blushed at the sound of his voice bringing back memories of the dream, I giggled again but tried to hide it.

"Why are you all the way over there?" I asked scooting over to him, he held out both hands putting them on my h*ps to keep me an arms length away.

"Err Riley don't" he said sounding really uncomfortable. I was getting worried now, was something wrong?

"What is it Clay?" I asked concerned.

"Nothing I just, I......err, you were err....and I....." he stuttered and then sighed.

"What?" I said still trying to get to him, he was holding my h*ps securely away from him. "Clay! What is it?" I asked no longer struggling.

He sighed, "You were dreaming about me Riley, and it sort of had an effect on me" he said uncomfortably, I gasped I felt my whole face heat up and I was so glad it was dark in the room. Oh my God had I been talking in my sleep again? He knew I was having s*x with him in my dream and it made him horny? Suddenly I burst out laughing, I couldn't stop, I was in hysterics, he started laughing too making me laugh harder.

"I'm sorry! I didn't mean to, but I just gave you my virginity in my dream" I said laughing so hard I was crying.

"Thanks for that, it sounded like I was good" he said with a chuckle, I nodded laughing still.

I moved his hands off of my h*ps and moved to him so that we were face to face, I could feel his erecti0n pushing against my lower abdomen, I bit my lip, the desire I felt in my dream was back with a vengeance. I was still giggling, "I'm sorry, I can't believe that, that's so embarrassing" I said hanging my head on his chest.

"Don't worry I'm embarrassed too, I couldn't help it though, I mean what guy can hear that without it having an effect on him? 'oh Clay, harder, oh God Clay'" he said doing a high pitched girly voice making me blush and chuckle again. I slapped his chest playfully and as I drew back my hand it accidentally brushed against his erecti0n, I snapped my hand away quick and he moaned quietly.

"Oops sorry!" I said blushing again. "Jesus, Clay are they all that big?" I asked my eyes wide, honestly a little scared. He laughed and moved his h*ps backwards on the bed so we weren't touching there anymore.

"I don't know Riley I guess so, I try not to look" he said with a small chuckle still sounding uncomfortable.

"I'm really sorry about that Clay, but if it makes you feel better I was really enjoying myself, I just woke up about a second too soon though" I said with a sigh, he laughed again and I wormed my way back to him cuddling him tightly. He sighed as he ran his hands down my sides, he stopped when he got to my panties and then slowly traced his finger along the edge of them across my ass towards my core. I stopped breathing my heart was beating way too fast. His breathing was coming out in ragged gasps.

"I could help you finish if you want" he said huskily as he rubbed me gently through my panties, pleasure shot through my body, not like in the dream but a hundred times better, I couldn't speak I moaned quietly. I felt him move his hand to the edge of my panties and slip his hand inside them, his fingers slowly working themselves towards my core.

I stiffened and grabbed his wrist, he stopped immediately. "What the hell are you doing?" I asked breathlessly.

He lent forward and kissed the side of my neck, "I want to hear how the dream ended" he said seductively against my skin.

"Clay" I said but it actually sounded more like I moaned his name, he moaned slightly too and the sound made me ache for him. He kissed my neck again gently biting on the skin, I didn't feel like I was in control of my body anymore I reached my hands out and tangled them in his hair pulling his face to mine roughly. He kissed me tenderly and traced his tongue along my lip, I opened my mouth eager for his taste again, he slipped his tongue in and just like before it was amazing, tender, slow and perfect.

My whole body was burning in need for him, he pulled away and kissed down my neck to my breasts, unclasping my bra and pulling it off. That's where I came back to reality. Shit what the hell am I doing? I'm not going to have s*x with my best friend! "Clay, I can't! I'm not going to have s*x with you" I said quietly still panting, I said the words by my God I didn't mean them.

"I know, just let me help you finish, please" he begged kissing down to my stomach, I can't, can I? But Oh God I wanted him too. "Please" he said against my panties making me shiver with desire.

He hooked his fingers in the sides and pulled them down slowly giving me time to stop him, I didn't stop him, I couldn't, I wanted him so badly. He worked them all the way off and eased my legs apart gently. Why the hell am I letting him do this? I had never done anything more than kissing with a boy yet here I was getting n**ed with my best friend! But I trusted Clay with my life. He ran his tongue along the inside of my thigh and I moaned loudly, "Shhh Riley bear, your parents" he said with a chuckle.

I bit my lip and licked up my thigh again going a little higher this time, I couldn't breathe, Oh my God am I still dreaming? Just then he brought his mouth between my legs and it sent shockwaves through my whole body so I knew I was awake. I gasped and bit my lip, the feel of it was amazing, he was rolling his tongue around in small circles making me moan and wriggle in pleasure. I could feel his hand running up my leg slowly. I closed my eyes enjoying the sensations flowing though me, every nerve ending in my body was on fire. Just then he slipped two fingers into me making me gasp and cry out his name, he moaned and continued working his tongue while pumping his fingers at the same time.

I was moaning louder and louder now I tangled my hand in his hair and gripped his free hand tightly, "Oh God Clay, holy shit! Oh God" I moaned breathily. Suddenly I clim*xed my body shattering into a thousand pieces pleasure shooting to every part of my body. He pulled his head away but continued to move his fingers gently while my body convulsed and shook. He pulled out his fingers and sucked on them then chuckled as he kissed his way back up my body to my mouth.

He kissed me tenderly for a few seconds before pulling back to look at me, I could see a huge smile on his face from the light of the alarm clock, I was still trying to catch my breath.

"Mmm I liked the ending" he said as he brought his head down to kiss me again.

I chuckled against his lips, "Not as much as I did" I said with a contented sigh. He grinned and rolled onto his back, pulling me tightly to his side wrapping his arm around me securely, kissing my forehead.

"Go back to sleep" he murmured into my hair, I didn't want to, I wanted to touch him.

I ran my hand down his perfect body and slipped it inside his boxers grabbing hold of him gently. He gasped "Damn Riley what are you doing?" he asked breathily, I pumped my hand squeezing gently.

"Returning the favour" I said as I kissed his chest, he moaned quietly and pulled my face to his.

He kissed me tenderly, passionately before pulling away. "You don't have to do this, that's not why I did that" he breathed.

"I know, but I want to" I said kissing him again. I took my hand away and pulled his boxers down, he kicked them onto the floor and wrapped his arms around my waist pulling me to him, letting out a moan that sent my heart flying.

His breathing was speeding up and his moans were coming more frequently so I took that as I sign I was doing it right. After a little while he gasped and made a sort of grunting moaning sound as his whole body stiffened and tensed. He kissed me hard before pulling away, "Christ Riley that was awesome" he said clearly out of breath, he had his big goofy smile on his face as he pulled me to him wrapping his arms around me. "You've done that before right?" he asked.

I shook my head "No" I said smiling at his surprised face.

"Seriously? Damn Riley bear that was totally amazing" he said kissing my forehead. I closed my eyes and put my head on his chest, his heart was still racing and I smiled to myself, after a little while it slowed down and I drifted back to sleep smiling.

....................................................................................................................

I woke up in the morning and rolled over to hug him but I was alone in the bed. Shit, well that's great, just friggin great! He really is a player, I can't believe he did that to me, just used me and then disappeared in the morning! For Christ sake Riley you're such an idiot. I slapped myself in the forehead with my palm and then rolled over buried my face into the pillow and screamed as loud as I could. When I was out of breath I rolled back over glaring angrily at the ceiling.