The bright red eyes peering out from the darkness stared lustfully at the beauty that was asleep before her. The sleeping beauty had dark hair fanning out from her heart shaped face and plump lips placed elegantly on her face. Long legs attached to a beautiful body that screamed "look at me". Gazing down at the sleeping beauty Rose pondered what to do, whether to leave or to eat. She was about to leave and had even turned toward the window when out of the corner of her eye she saw the girl role over to her side to clutch at a big pillow. The ass that was now for show just sealed the deal on her to stay. It looked so plump and ready to take a hit or two that she couldn't just get up and walk away.

Sitting down on the girl's bed she started to run her fingers up and down the girls back. Starting at the girls neck she ran her nails down her spine to where it ended at her ass than started her journey up her spine and back down again. Letting her eyes roam over her prize she let her nails continue their journey. Admiring the journey but wanting to see and feel more Rose quickly shredded the back of the girls sleeping shirt so she could run her fingers along her bare skin. Now being able to feel the girls skin beneath her own finger tips without waking the girl up she decided to take it a bit farther and let her hand drift over the girls oh so perfect ass and thighs before bringing them back up and doing it all over again.

Apparently the girl really like this because she murmured in her sleep and threw her leg over the pillow she was hugging exposing more of her ass to Rose's oh so delighted fingers. Having more ass to play with Rose started to pat and squeeze it every time she made a pass with her fingers. Rose like how it slightly wiggled and shook every time her hand passed over. Getting more excited Rose took off her shirt and shorts while shifting on the bed until she was in a reclined position instead of an upright position. While getting more comfortable Rose saw that the girl was also getting more comfortable and had shifted her leg even more so that her crotch was now pressed up against the pillow that was in between her legs.

Humming Rose gave the girl's ass an extra hard squeeze than a soft smack causing the girl give a small moan and press her crotch harder into the pillow. Smiling to herself she decided to test how far she could get before the girl woke up and protested. Rubbing the girl's ass with increased vigor she encouraged the sleeping girl to start humping her pillow. Murmuring with glee at smelling the girls increased arousal Rose destroyed the back of the girl's sleeping shorts the same way she destroyed her shirt. The girl continued to sleep on as her ass was being expertly fondled and as she continued to hump her pillow.

Growing tired of just having the girls back assets to play with Rose grabbed the girls shoulder and turned her on her back, being careful to keep the girl's legs slightly apart. Smiling Rose got up on her knees to look down at the peacefully aroused sleeping girl. Placing her hands on the girl's sides she slowly drew them up to the girl's stomach and continued north until she brushed the undersides of the girl's breasts. Growling in victory she moved her hands up the breasts and gave both a healthy squeeze, feeling both nipples harden against her palms. Sadly the girl decided it was time to wake up.

"What, what is going on?" Groaning the girl reached up to rub her eye's only to have her hands hit Rose's hands which were still firmly attached to the girl's breasts.

"I'm just helping you out with a little problem you seem to be having." Rose stated with authority as her hands started up with a massage on the girl's breasts. The sleeping girl's eyes grew wider and wider as the situation finally dawned on her.

"Please. Please. Just leave."

"No." Laughing Rose finished shredding the girl's sleeping shirt and stared down at the girl's hard nipples before her fingers claimed them. The girl started putting up a fight but Rose barely felt the girl's hands on her and she could tell it was half hearted. Laughing again Rose tweaked the girl's nipples and watched her shudder under her as she started to submit to Rose fondling her. Leaning down Rose swiped her tongue against a proud nipple watching it grow harder and stand up bigger. The girl groaned and wrapped her fingers around Rose's arms.

Smiling Rose started to lap at the nipples, switching between them randomly. The girl just moaned and started to arch her back bringing her nipples closer to Rose. With the girl arched her sleeping shorts had no way of staying on since they back of them were destroyed so they simply slipped between her legs onto the bed, exposing herself to the cold air.

Rose groaned as the girl's arousal was exposed to the air. She started to lap harder at the girl's nipples wanting the girl to squirm beneath her. And squirm she did. The girl's hands quickly went up to wind themselves into Roses hair, pushing her harder against her breasts. Rose responded to the girl's request and took a nipple between her lips and started to suck and nibble. The girl gave a small scream in response as her hips flew of the bed to try and gain purchase against anything.

Moaning at the girl's arousal Rose grabbed her ass and started to squeeze and pat wanting the girl even wetter before she went down on her. And wetter she became. Grunting and groaning the girl continued to try and find something to rub her pussy against as it began to get wetter and wetter. Pulling back from the girl's nipple, Rose slid her hands from the girl's ass to her thighs to push them farther apart. Staring at the girls pussy Rose watched as it was exposed more and more until she could see practically everything. Looking up at the girl all she got was a moan and half lidded eyes.

Rose got to her knees above the girl and shed the rest of her clothes. Moaning, Rose settled herself above the girl so that her pussy was right above the girls. Looking down Rose crashed her lips against the girls taking over her mouth right as she crashed her pussy against hers. Conquering the girl's mouth in a few quick sweeps of her tongue she started to pump her hips in an age old rhythm. Breaking away from Rose's mouth the girl let loose a scream as her clit started to get rubbed down by Rose's. Mumbling inconsistence's the girl came to an explosive climax as she willingly got humped by a strange girl.

"Mmmm, now that your nice and wet, lets have a taste." Moaning, the girl just let Rose slide down her body until her mouth was right at her pussy. Rose took a deep breath before she slide her tongue against the girl's sensitive pussy lips. Moaning the girl lifted her hips up to give Rose more access as she feel into peaceful bliss as she let Rose eat her out. Rose started at the girl's top and worked her way down to her bottom before swiping her tongue against the girl's clit. Circling the girl's clit with her tongue she pressed two fingers against the girl's opening. Taking the girl's clit into her mouth like she did with her nipple she started sucking as her two fingers slipped in and started fucking the deliriously happy girl.

Rose fucked the girl for ten climaxes before the girl passed out from exhaustion. She than slipped out the window but not before promising to come back the next night to take the girl for another ride.