I released a startled gasp when I saw Melanie standing next to the bed. She was wearing a short white robe that was tied loosely enough to show a good portion of her breasts and she was still wearing makeup. I started to say something, but she put her finger to my lips and getting on her knees next to the bed, placed her lips to my ear, "Shhh"

I jumped when I felt her hand on my chest then released a sharp breath as she slid her hand under the sheet and down my stomach. She grabbed my cock through my boxers and placed her other hand over my mouth just in time to stifle my groan as she stroked it through the cotton material.

"Hmm someone's hard." Even though her lips were against my ear, I could barely hear her.

Her hand slid along the length of my cock and my body tensed when I felt her fingers slide into my boxers. Panicked, I turned my head towards Mark, but he was still snoring as loud as ever.

"If he doesn't wake himself up, no one will." She said, then sighed, "Oh, that feels nice."

Fortunately she had her hand to my mouth or another loud moan would have escaped me as her hand wrapped around my now bare cock. My hips jerked when Melanie pumped my cock slowly under the sheet and I was breathing hard against her hand. Speaking of hard my cock felt as if it were going to pop as her she jerked it. Melanie sighed in my ear as she stroked me and my hips moved in time with her slow strokes.

I should have been scared shitless, her sitting here playing with my cock with Mark sleeping not ten feet away, but all I could focus on was how fucking good her hand felt and how dirty it was that she was in here doing it.

"Damn, this is a nice cock." She purred, "So hard, so big"

I grunted then whimpered pathetically when she reached the tip of my now dripping prick and rubbed her palm across it. The head was like a raw nerve and I squirmed in the bed, moaning in my throat as she rubbed her hand across it.

"Let's get it nice and wet." She whispered.

She started stroking it again and it felt even better as her hand slid along my now slick cock.

"Feel good, baby?"

"Hmm-mm" I groaned into her palm.

"It does, but you could jerk yourself off couldn't you?"

Releasing my cock, Melanie stood up and after a quick glance towards Mark, lifted the sheet up, keeping her hand over my face, she leaned over the bed and putting her face over my cock opened her mouth wide. My eyes felt like they were going to bug out of my head as she made a show of wiggling her tongue just over the tip of my cock. She lowered her mouth until it was around the head, but didn't touch me with her lips. Instead she breathed hard so I could feel her hot breath around my aching flesh. Looking at me she winked and let a long trail of spit ooze from her mouth and onto my cock.

Letting the sheet fall again, she resumed pumping my now very wet cock until my hips were thrusting and I was fighting to try to come. Melanie let my cock go and removing her hand stood up and with a playful smile shook her head. She backed away from the bed and grabbing her robe, pulled it open. Unlike last time she didn't give me a quick peek, this time she held it open, letting me take a good long look at her perfect tits.

She let go of the robe and cupping her breasts, stroked her hard nipples with her thumbs. She then winked and sliding her hand down her stomach, opened her legs wider. I held back a moan when I saw she was no longer wearing panties. In the dim light all I could make out was the small patch of dark hair above her pussy and her fingers moving up and down.

Melanie closed the shirt and making a come here gesture with her finger, turned and vanished into the dark part of the room.