AN. I wanted to write a note just to point out this is all new to me so take this with a pinch of salt ?ᅡᅠ

She'd always looked so beautiful when asleep. He'd spent many nights just watching her sleep until she had called him out on it one morning. She'd opened her eyes and given him a knowing grin and even though she'd not said a word he knew she was calling it. He wondered how often she was actually asleep when he had run his hands over her naked body or when he had pressed his lips to hers. Had she just laid there and let him do as he pleased?

It was later on that day that she'd told him how she'd liked the idea of being fucked when asleep. They were eating dinner just the two of them and she'd taken him by surprise. When he'd stopped choking on his steak she'd told him how waking up to the feeling of his cock sliding in and out of her turned her on, that his needing to have her at any moment day or night made her feel sexy and he wondered how long she'd wanted to tell him that.

He leaned forward and ran his thumb over her cheek. He could tell it had taken her a lot to tell him what she wanted and he grins at her and when she finally smiles back he knows what he has to do.

He wonders if she hadn't got dressed after they'd fucked before bed for this reason. Her naked body lay splayed out on his bed, the comforter had fallen to her stomach and in the cold her nipples had hardened.

Elliot leans forward taking the hardened nub into his mouth. They'd been taunting him, begging to be sucked and as he flicked his tongue over her nipple he felt her body twitch beneath him.

As he moves to her other breast he pulls the comforter slowly so as not to wake her, down to her thighs and pushes her right leg over slightly so her legs are spread just enough for his hand to slip between them and rub over her clit.

He takes his time moving his hand up and down her body, groping at her tits and her thighs in a way that he'd always resisted before when he had only used a ghosting touch over her sleeping body.

He wonders what she's dreaming of as he feels her arousal start to coat his fingers as he slides between her folds. His dick hardens just knowing he can get her ready for him without having to say a word or give a look. Her body responds to him so naturally he can take her at any time.

He takes his hand coated with her arousal and strokes his dick. He can't wait any longer so he pushes himself up to kneel in front of her. With his cock fully erect he lifts her legs up slowly, spreading her pussy open for him and he rubs his dick through her folds a few times as he watches the slight rise and fall of her chest. Her hair was spread out around her head like a halo with her one hand resting beside her face.

Elliot pushes into her painfully slowly, careful not to make a sound and risk waking her until he's ready to cum. He slides his dick back out and admires the ease in which he slides back into her soaked heat.

His hands grip onto her thighs holding her legs open where her sleeping body kept letting gravity take them. He could see the small bounce of her breasts and he licked his lips eager to taste them again.

There's a murmur below him as Olivia turns her head to face the other way and her other hand moves up to the other side of her face. She looks so helpless as if she's surrendering to him just laying there and his movements inside her become more erratic.

"Wake up baby." He whispers to her but there's nothing more than a murmur as her whole body moves from the force of Elliot's movements.

Elliot pushes her legs together, placing his head between her calves and holds her legs by her knees with his one hand against his chest as he takes his spare hand to swipe his thumb over her lips before slapping cheek.

"I said wake up baby. I want you to feel it when I cum in that pussy of yours."

Olivia's eyes open slowly, the confusion on her face clear as she looks around. Her head turns towards Elliot's face before her eyes drop to the sight of him fucking her and suddenly she's awake, eyes dark and full of arousal and her mouth slightly open.

"You were so good laying there, taking all I gave you, letting me use you like a little play thing."

"Use me." She begs and he grins, taking a leg in each hand and pulling them open either side of his body.

"I'm gonna use you baby. Use your pussy just to cum in." He feels her walls twitch at his words and smirks. "You wanna feel it don't you? What a pussy full of my cum feels like?"

Olivia nods, unable to function to speak full words she lets out a breathy "yes."

Between the way she was begging to be used and the way she hadn't moved, just stayed there letting him move her around as he saw fit he felt his balls twitch and had to let himself go. He lets out a low groan as he emptied himself inside her.

Her walls tighten around him as she feels his hot liquid fill her desperate for every last drop and she cums hard over his cock as she calls his name.

"Oh fuck El."

"That's it Liv." He whispers as he thrusts into her a few more times making sure to waste nothing by pulling out too soon.

When he'd emptied his balls inside her he slumps forward into her body and she wraps her arms around him.

"You can wake me up like that every morning." She says with a smile.