I have no idea why I had even decided to write this, let alone, post it, not that it really matters, it's just another Smut fic, so, just be prepared, it kinda jumps into it not to mention, so just, be prepared.

Sandy paced back and forth in her bedroom, she was burning up in here, her body was aching, hungry for something thick and meaty. Normally, she'd turn to her special toys, but you see, not everything is meant to last.

Instead, she came up with a better solution to her late night problem, it was a risky move, but if it worked as planned, she wouldn't have to rely on those cheap imitations any longer.

She knew that he was a boy, in a man's body, and it wasn't like he was seventeen anymore, he was a thirty year old man, with the parts to prove. Being thirty one, he should have some kinda idea of how to use it.

They were best friends, this shouldn't be hard, but surely he would be. The first few minutes may be awkward, but it'll pass, this wouldn't change a single thing, well maybe she was wrong, they could be more than best friends, they could be best friends with benefits.

Spongebob, as she knew, wasn't looking for romance, he wasn't that type of guy, she knew that, other wise, he would have settled down somewhere. However, the guy was a guy, and like every other man, needs some attention, and she knew just how to do it.

It was one in the morning, almost two, every light in the Pineapple home was off, except for the two dim lit candles he had at the top of his bed he usually used for reading books.

He should be asleep by now, he had to work early in the morning, but, he was in need of entertainment at the moment. His hand massaged the tip while he cupped his balls, precum oozed out from him, onto his hand and stomach, his legs spread enough so he could pleasure himself.

He shook his head in disgust but smiled and let out a deep moan, he hated doing this, this wasn't him, he felt dirty, if people found out that he touched himself, they'd never look at him again, but he was man, this was normal in most men, but Spongebob was supposed to be different from most men.

At the same time while he hated himself, he couldn't help but to love the way it felt, he didn't care who knew at the moment, all he cared about was what he had down stairs.

Spongebob jumped at the alarming sound of his ringtone, at one forty two in the morning! Now, who could be up at almost two in the A.M? This better not be Patrick, who ever it was, couldn't they wait until tomorrow? Or at least until he was finished pleasuring himself.

"H, hello?" he answered, trying to sound as tired as he possibly could, he was shocked to hear a woman's voice at the other end of the line, "Sp, Spongebob?" she softly asked, it was Sandy!

Spongebob bit his lip as he continued to rub himself, "S, sandy?" he held back a moan, she hesitated to speak, "Were ya sleepin?" she asked, twirling her finger around the cord. Spongebob sighed, "Why in the ocean, would I be asleep at two in the morning?" he asked.

Sandy awed, feeling bad, "Sorry, Spongy, I didn't know, I just-" "N, no Sandy, it's all fine, I was up, reading a book when you called, it's not that good." he smiled, she didn't need to know the truth that he was masterbating.

"That's great, say, if yer not busy, could ya do me a favor and, come over? I need ta show ya something." she said, hiding the truth of what she wanted to 'Show' him. Spongebob turned to the alarm clock, "Now? This late? Can't it wait til tomorrow when I get off work?" he asked.

Sandy shook her head, "N, No! It can't, this is important Spongebob, yer the only friend I trust, so, please? Will ya come over?" she asked, Spongebob sighed, but smiled, "Ok, fine, this better be good."

Sandy squealed through the phone, "Awe, thanks Spongy! I knew I could count on ya." she said, "Well, give me a chance to get out of bed and I'll be right over." he said before he hang up, he looked down at himself, he needed to finish this job first. Cant go to Sandy's with a lump in your PJ's.

Spongebob stood patiently outside her door, waiting for her to answer, she sure took some time opening the door for something important. When she finally answered, he put on a smile, his hands behind his back. Sandy stood with a straight face as she answered the door.

"It's you, yer here!" she finally smiled, stepping out from behind the door, she crossed her arms over her chest, she was in a purple robe, it was dark and it was a little chilly out.

"Of course I am, why wouldn't I be?" he asked, Sandy just shrugged, "It doesn't matter, what matters is yer finally here, I almost thought ya fell back ta sleep an blew me off." she admitted, Spongebob gasped, "I cant believe you'd think I would do that, I'd never, you needed me, for something, and, well here I am, like a good best friend."

Spongebob looked behind her, into her dome, "So, what's the problem?" he asked, Sandy stared at him for a second, not saying a word, she grabbed him by his wrist and dragged him behind her into her tree house.

Spongebob scanned the contents of Sandy's room, this had been the first time she'd allowed him in her bedroom, or on her bed. There sat Spongebob, his hands at his sides, feeling the soft fabric of her blankets. There wasn't much in her room, just a tall dresser with four drawers, a night stand with a lamp and alarm clock, stood beside her bed.

There were two other doors in her room, besides the exit, the one on the far left lead to her bathroom, and another on the right was a closet that was kept closed. Spongebob's attention was brought to the door, Sandy had her back turned to him while she locked her door.

"What am I doing in your room, Sandy?" he finally asked, Sandy didn't answer, she just sighed, reaching her hands up to the rope tied around her stomach. Sandy turned to him as she opened her robe, revealing that she was in nothing but her fur.

Speechless, he scanned her body with his eyes, her perfect perky breasts, covered in a lighter color fur, and her um, that. Spongebob gulped, sweat pouring down his forehead, he shook his head, "Wh, what are you-" he looked to her face for an answer, she was blushing, she looked so cute, and, this couldn't be, she couldn't be showing him her body.

"Sandy?" Spongebob questioned as she approached him, rubbing her belly button. Spongebob gripped his knees from making any wanted moves, he bit his lip, looking at her again, "S, San-" "shh." she placed her finger over his lips.

She brushed her hand across his cheek, "Yer a man, aintcha?" she asked, Spongebob glanced to her breasts and lips, "I, I uh-" he couldn't think straight, she huffed a silent chuckle, "We're, friends, right?" she asked, Spongebob looked back at her face, nodding, "B, best friends-" he answered.

Sandy smiled, "Ya trust me, right?" she asked as she slid her hand down to the first button of his night shirt, tugging the small piece of plastic enough to unhook it. Spongebob's heart began to race, "Y, you know I do." he answered as his grip tightened on his knees.

Sandy slid her hands down to his, unhooking them from his knees, she locked her fingers between his, she brought one of his hands to her lips, kissing his knuckles before taking his index finger deep in her mouth, twirling her tongue around his tiny yellow finger, he narrowed his eyes at her, licking his lips, if this was real, she'd regret this.

"Good." she said as she took his finger out of her mouth and brought it to her breast. His eyes widened, he squeezed her hard nipple between his fingers, he glanced up at her face, she was looking at him, blushing, he bit his lip before licking them, running his hand down to her wet lips, she gasped, leaning into him before they began to make out.

She gripped onto his shirt before climbing over his lap, ripping the material off before pushing him down, she panted as she grinded over his erection, soaking the silk material through, she gripped onto one of her breasts as she fingered herself.

Spongebob gripped onto her hips as she grinded over him, he then reached down and yanked his pants down, no underwear, letting himself free. Sandy looked down at the oozing rod, dripping precum, she bit her lip as she got down on her knees, kissing his inner thighs, the soft, sensitive skin around but not on his penis.

Spongebob gripped onto the sheets as she stuffed him in her mouth, bobbing her head as she rotated her hand around the length of him, one hand squeezed and rubbed his balls, he was a man, wasn't he.

His eyes shot open with lust, this wasn't enough, he needed more, "O, Ok Sandy, this had gone on long enough, let's get this show on the road." he said as he pulled her up, pinning her down beneath him.

Spongebob had begun to suck on her neck, twirling his tongue around in a circle, he'd leave an unforgettable mark. Sandy held onto his back, breathing into his neck, and let out a cry, as he without warning, pushed it in. Her nails dug into his back, giving his marks a stinging sensation that only made him harder.

"Ha, ha hun, Sponge-" she cried out as she wrapped one of her legs around his back as he thrusted inside her, she smiled to herself, he was good. Spongebob licked her lips before he nipped them, sticking his tongue in her mouth, "H, hun, f, fast her." Sandy mumbled, and he obeyed, going faster, and a little harder, following her demands.

Sandy looked down at him as he swapped places, her time to shine, his hands ran up her stomach, touching her breasts, gripping them in his small hands, he sat up to taste them while he held her in her place, thrusting upwards as she came down on him. Sandy panted as she held onto his shoulders for support, "hnn, so good." she moaned as she closed her eyes to enjoy this moment.

"C, come on Sandy, f, faster." he moaned as he looked down at their connecting parts, "R, ride me like the naughty cowgirl you are- hnn, take me to the rodeo." he begged as he gripped her cheeks, "Hnn, should I hit it from the back?" he asked, Sandy moaned, looking at him, she bit her lip before she got off, standing on her hands and knees, teasing him.

Spongebob smiled while licking his lips, he'll make sure she'd never walk straight again. Sandy's claws dug into the sheets as she waited for him to give it to her from behind, she closed her eyes as he stood on his knees as he got closer, gripping her hips he pulled her back, he leaned over her ear, kissing her, "Hnn, you ready?" he asked, Sandy let out a moan and nodded, "D, do it." she dug her nails deeper in the mattress.

Sandy let out a deep breath as he pushed in, she glanced back at him who smiled and kissed her lower back, "Ha, Sponge!" she yelped as he made a sudden thrust, "Does it hurt? Am I hurting you?" he asked as he paused, she was incredibly tight around him, she shook her head, "N, nah, j, just hnn, go." she moaned and he nodded as his grip hardened as he started to loosen her up.

Her mind was growing incredibly fuzzy, drool oozed out from the side of her lip, her entire body had begun to grow numb, and he wasn't any different, his eyes were fuzzy, "San- huh, I,I think I- hn." he leaned over her back, she nodded, "Hnn, m, me too, th, this is good" she smiled with tired eyes.

Spongebob grunted as he released himself, he panted and let go, he than dropped beside her, she closed her eyes as she dropped down beside him, her arm wrapped around his chest, she looked at his face, he was staring up at the top of the dome before he turned to her, he smiled and kissed her lips, "That was good." he smiled, and she laughed, "You were, huh, wow."

Yeah, I hadn't really edited this in a while, the ending kinda sucks but I don't care, it was a stupid fan fic that i had no intention of writing, or sharing but guess my mind was changed, and here you all are, reading this damn thing.. thanks for reading ~ NikoNet