The Sleepover - Lucas and Max

Thanks to ajson123456 for the suggestion of both the pairing and situation.

It was a typical Saturday night, the whole party gathered for movies in Mike's basement. Max had fallen asleep early, sacking out before everyone else. Now, at 2:00 in the morning, she was wide awake, listening to the gentle snores and breathing from everyone else scattered around the room. There was something she knew would help her sleep, but did she dare?

"Psst, wake up." Max whispered, her face near Lucas' ear.

She slipped a hand over his mouth so he wouldn't make any startled noises and wake the others.

"What's wrong," he whispered, once she removed her hand.

"I can't sleep. Can you help?" she asked, giving him a familiar look in the dim light of the basement.

To drive home her point, she fished her hand out of her own sleeping bag and into his, slipping it slowly down the front of his pajama pants.

"Are you crazy?" he whispered, dropping his voice even quieter and looking around the room.

"It's fine," she encouraged, feeling his generous member expanding in her fingers despite his protests. "Everyone's asleep. What they don't know wont hurt them."

He gave a gentle sigh, before nodding his head and raising the edge of his covers, thankful he had left it mostly unzipped before he fell asleep. "I can't believe I'm agreeing to this. You know we'll never live this down if we're caught."

"Then don't make a sound," she smiled, sliding in next to him.

Max pressed her lips to Lucas' as she began to slowly stroke his now firm length. In response, he slipped a hand down the front of her shorts, greeted by a warm dampness, indicating she had been thinking about this for more than a few minutes before waking him. He gently traced his fingers along her smooth lower lips before sinking one between her folds. She let out a soft sigh, muffled by his mouth over hers, and gave his cock a tighter squeeze. Tit for tat they continued escalating, her stroking him firmer, slicking his shaft with the precum he was oozing, him adding a second finger between her lips, alternating between plunging deliciously into her tight pussy and circling her tender clit.

"You need to fuck me, now," Max growled low, her lips against his ear.

Pulling their hands back out of the other's pants, they lowered their own, Max going so far as to kick her shorts and panties off one leg entirely, pooling them around her other foot, before climbing onto Lucas. She was wet and excited and slipped easily down the length of his cock in one slow, steady plunge. She pressed her lips tightly to his again, barely capturing their moans in time. She glanced around nervously, reassuring herself nobody had woken to catch them, before rising up the length of his cock and dropping again.

There was something so wonderfully dangerous about what they were doing, she knew she wouldn't last long, and that was probably for the best. Every time he thrust into her, his hips rising to meet her fall, she worried one of them would make a noise and the jig would be up. Slow and steady they went, only the slightest sounds of the meeting of wet flesh betraying what they were doing. Hearts pounding, clammy sweat rising on their skin in the cool of the basement, Max felt herself getting close. She prayed she could keep from making any noise when she climaxed, and hoped Lucas could do the same. All at once, she felt the warm flood as Lucas erupted deep inside her, his body shaking, his hips thrusting an uneven beat as he rode out the moment.

The eager pulsing of his cock buried in her pussy, the excitement of what they were doing, the daring stupidity of doing it surrounded by their sleeping friends; it was all too much, and Max found herself climaxing moments after Lucas. She arched her back hard as the orgasm tore through her, slapping a hand over her mouth and sinking her teeth into her palm to keep from crying out. Her hips drug desperately back and forth, drawing it out just a few moments longer before collapsing on Lucas, his arms wrapping around her. They stayed like that for several minutes, their breathing returning to normal, before they finally separated with one last kiss.

"Thank you," Max whispered. "I needed that."

Across the basement, Will bit hard on his lip, fighting to keep his breathing silent as his hand slowly worked the length cock. He had already been laying awake before they started, and had caught their whispered plans and muffled moans, not as quiet as they thought they were being. If they thought he was asleep like everyone else, he had felt no guilt in playing along. His boxers were now a sticky mess, his own climax having arrived seconds after his friends. Hearing Max's desperate gasps, seeing her silhouette as she rode Lucas, the way her back arched as she came; it was a memory he was certain he would revisit in the privacy of his own room, time and again.

"What they don't know wont hurt them," he thought with a smile, as he drifted off to sleep.