This story takes place my senior year of college. Typing it out, I'm realizing I did everything in my power not to sleep with this girl, even though I wanted her so bad. I'm lucky she didn't let my shyness scare her off. I was at a small college, pretty much the opposite of a party school. My first girlfriend had just broken up with me after two and a half years, and I was feeling all the things you feel after a big breakup.

My ex-girlfriend's best friend was a cheerleader, and we were taking the same class. We'll call her Sarah. Fortunately, my breakup was amicable enough that it wasn't odd for me to study for finals with Sarah in her apartment.

Sarah was hot, but with self-esteem issues. 4'10", Asian, well-developed ass from cheer (I'd seen her in spandex booty shorts before this), and weighed 100lbs soaking wet. I hadn't seriously fantasied about her much, but we had a thing where I would pick her up every time we hugged. She had a boyfriend who didn't go to our school, so they would fuck on weekends but he wasn't around much otherwise.

Sarah and I studied together on her couch for a couple weeks. Her roommate, Valerie, was usually around so nothing much happened for a while. But somehow it came up that Sarah liked cuddling, so when Valerie was gone sometimes we would put the books down and snuggle. For the first few times, there was nothing sexual about it, and it wasn't unusual for people in our friend groups to cuddle like that without it going further. But I was rock hard the whole time. One time when I was leaving I picked her up for our parting hug, and she practically sat on my boner when I put her down. (She told me later she somehow didn't notice, and she had no reason to lie at that point.) I started plotting how I could take it further.

I knew she had a boyfriend, but somehow I had the intuition that it wouldn't matter much. I came up with a whole plan in my head how to seduce her slowly, so that everything would feel natural. I had done something similar with my first girlfriend and it had worked flawlessly; I felt confident I could do it again.

The next time we were alone, Valerie had barely closed the door before we put everything down and cuddled. I'm about 5'7", and my ex was only a little smaller than me, so having a tiny, cuddly girl pressed against me felt good in a new way. She fit perfectly under my arm.

Now I activated my totally smooth and subtle plan. I started moving my hand back and forth on her hip so that her shirt rode up. Pretty soon my fingertips were touching her skin just above her waistband. Her skin felt different from my ex's, drier but smoother, which excited me even more. I could already taste the thrill of a new experience. I ran my fingers back and forth slowly, and my head moved closer to her until our cheeks were touching. I'm not sure how long we stayed like that, but eventually she broke the silence.

"I was thinking something."

"What is it?" I asked.

"I don't want to say," she said, voice soft. "Because what if you aren't thinking the same thing?"

Now I knew I probably had her, but I've never been very confident about women. So I just encouraged her to say what was on her mind and waited. Finally, she said, "When our faces are so close together, it almost makes me want to kiss you."

I laughed, and leaned in and kissed her on the cheek. She turned to me and looked up, dead serious. "I mean a real kiss."

Now I had an unambiguous invitation. The moment stood still. I kissed her. Her lips were softer than my ex's, and fuller. I initially planned to pull back after a quick peck, but we kept kissing. Our tongues got involved immediately. Not ten seconds later, she swung her left leg around and straddled me, kissing like our lives depended on it. My hands were under her shirt, touching just her stomach and hips. I think they worked their way up until they were touching the underside of her bra. She, being a pro at "yes-and", immediately pulled up her shirt and pulled her beautiful B-cup tits out. I was shocked, and thrilled. I might have laughed in surprise. I thought it would take a few more hints and pushes before they came out. I made the most of it, plucking and licking them. This is when I found out she was insanely sensitive. She started gasping every time I touched her.

Now I knew she wouldn't stop me. I reached around and tried to slip my hands down her pants to squeeze her ass. She immediately unbuttoned her jeans and unzipped to give me more room. I meant to stay outside her panties, but I missed. I felt bare ass, and she moaned, grinding into me harder. I groped her tight ass for a bit before moving down further. I was just trying to get a better handful when I felt everything get slick. Sarah had coated everything in the zip code in her pussy juice just from making out and a little nipple play. I didn't even mean to put a finger inside her, it just slipped in.

She moaned loudly, then took my face in her hands. "Are you sure you want to do this?" I actually stopped there for about a minute and took my hands back, just kissing her. I hadn't planned on getting this far today, and I usually think far in advance about things. I thought the question deserved consideration. And I'm sure like many of you, I do my best thinking when all my blood is in my dick and there's a half-naked cheerleader on my lap.

"Yeah, I want to do this." "Yeah?" "Yeah." She got up, and I went to close the blinds. (Because that had been open the whole time.) We got back on the couch and started losing clothes. The next part is a blur for me, because the next thing I remember is a sight I will never forget. Sarah, on her back on the couch, legs spread for me, pussy glistening, looking up at me with desperate eyes. Her tiny chest was rising and falling rapidly, and the pink of her pussy was poking out in stunning contrast to her brown skin. I drank in the sight, then lowered myself over her and lined up my cock.

"Wait," she said. I stopped and looked at her. "Have you done this before?"

Time froze. The answer was yes, I'd been fucking her best friend every week for over a year. But in the moment I had some weird impulse to "defend her honor" or something, and a gentleman doesn't kiss and tell. I knew if I told her the truth, she would know exactly what had happened. So I shook my head.

Sarah said, "Then we should stop. This should be special for you. And you know I'm not your first."

I didn't argue. But I still needed to do something. I scooted back and plunged my face between her legs. She moaned as I licked her clit and spread lips, my hands exploring her legs and hips. I ate her out, swirling my tongue around her swollen clit, looking up into her eyes over her tits. She moaned and stared back, wide eyed and writhing. After a bit, we sat back up. But it didn't end there. She got on her knees while I sat on the couch and gave me the first good (and most memorable) blowjob of my life. She used her tongue amazingly, and jacked me off with one hand at the same time because she couldn't fit the whole thing in her mouth. I stopped her when I got close because my ex thought it was demeaning to swallow cum and I assumed at the time that all non-pornstars thought the same. She sat next to me, looking at me intently. She finally asked why I stopped her, and I explained, as well as that I was afraid of making a mess.

"Don't worry. I'll take care of it," she said.

She was on her knees again, sucking away. I probably lasted 30 more seconds before exploding in her mouth. She swallowed every drop.

We made out a little more after that. Then we put our clothes back on so that Valerie wouldn't catch us. But while we sat there, Sarah was studying me.

"You know?" she finally said. "You're pretty hot."