I have been friends with a girl since highschool. When I got to know her better, she already had a boyfriend but I had no sexual interest in her although I didn't find her unattractive. We were open about everything, she even told me when she got into a fight with her bf. We went to collage to the same city.

One day, she texted me that they broke up. She was very under the mood, she was depressed. A few days later she texted again. She asked:

"Can I ask you a favor?" - Of course, I agreed. - "I know it sounds silly, but could you please sleep over tonight at my place? You know, I hate sleeping alone, and I know I could invite one of my girl friends but, don't get me wrong, now I need the smell of a guy. Can you please do that for me?"

I answered: "Sure, anything to make you feel better."

I arrived at her place in the evening. When she let me in, she hugged me, she never hugged me before. I was glad she felt like I was always there for her. She was smiling but it was clearly visible that she was crying not so long ago. I was truly sorry for her. My goal was to help her recover, I said to myself, I will do everything she needs tonight. When we reached her apartment she told me she made dinner for us. We ate and we talked during evening in a softer mood than usual.

After a while, we felt tired and agreed on going to bed. Until then, I thought, I would be sleeping on the couch but she asked me if it was okay for me to sleep in the bed, with her? Obviously, I agreed. However, I told her that I usually only sleep in underwear but if she felt uncomfortable I can put on more clothes. She said:

"Wear whatever you want. Also, with my friends, I sleep in pyjamas but with him I, you know, I always slept naked."

Now I think I was red as fuck. I feel like I should mention that I was a virgin that time (she knew) and I never saw a naked women in real life and I also struggled with intimacy. The thought of her naked self made me both aroused and unpleasant. She continued:

"But if you're not okay..." - I interrupted

"No, it's not about me. I'm here to make you more comfortable."

She smiled with a tear in her eye, saying:

"thank you!"

She started in the shower. While she was in there, I was in a constant fight with my boner. I didn't want to upset her. When she got out, she was wrapped in a towel. She got into the room I asked:

"All clear?" - which she responded to with a yes. I got up. I didn't even leave the room yet and I heard her drop her towel. This really turned me on but I fought my urges to look back and went straight to the bathroom. I showered, brushed my teeth and put on a pair boxer shorts. When I got back to the room, she was already in bed, only her head, neck and arms were not under the cover. I slowly got into bed. We said good night.

After a few minutes she asked me to come closer, which I fullfilled. After another few minutes she asked me if I could hug her. I proceeded gently as I didn't want to accidentally touch her boobs. I slowly placed my hands on her tummy. The warmth of her soft body made my cock hard so I moved my bottom half further. Then she asked me to put my other hand under her head as a pillow, therefore I had to move closer. My cock almost touched her butt. Somehow, I managed to fall asleep.

After some time, I woken up by her breathing shakily. First I thought, she has a nightmare. Then, I felt that her ass is grinding on my yet again hard cock. Finally, I noticed that my right hand was cupping one of her boobs. Now, it was clear that she was masturbating. I was clueless what to do. I guessed, I will continue pretending that I'm alseep. After a while she stopped, moved my hand back to her tummy, turned her head around and tried waking me up.

"Brian. Brian." - I pretended that I just woke up.

"Huh?"

"Can I ask you something? Something big?"

"Sure."

"Well, you know, me and Mike (her ex)... had sex well enough that I... well... I didn't need to masturbate for years. Now, he's no longer in the picture, I don't have anyone to easy my urges. I tried masturbating in the last couple of days but it's so strange and isn't the same. I know we've been friends for a long time and I know that you're a virgin but would you please have... have sex with me?"

"Oh, well, I'm kind of shocked to be honest. Are you sure you want this? Introducing sex into a friendship can change it many ways?" - While I was talking, her whole body turned against mine and she put one of her hands on my shoulder and caressed it.

"I thought about it, and I'm very desperate right now and I know that you also want to lose your virginity if you had a chance. It's a win-win situation. Will you help me? Please!"

"I mean, if that's what you want, then I won't be against it."

With that she said thank you with a happy tone and gave a me a kiss on my cheeks. I asked both jokingly and cluelessly:

"So, how do we do now?"

"Do you want to experience your first kiss?"

"Yeah."

She, without hesitation, moved closer and started kissing me. In the same time, her hand started to wander downwards. She stopped to tease me chest before moving down to my belly until she reached the band of my underpants. She sneaked her hands there and found my already rock hard cock. While she did that, I started from her tummy and worked my way up to her breasts. I gently squeezed her boobs, she let out a light moan. She slowly pulled my foreskin up and down. Once, she stopped and continued by massaging the head of my cock. It felt wonderful. In response I squeezed her boobs a little more firmly then gently caressed her nipples. We stopped kissing.

"Are you ready?" - she asked

"I am."

She pushed me from lying on my side to lying on my back. She climbed on top of me, leaned forward, her breast pressing against mine. And she kissed me again and said a soft "thank you". She sat on my belly, moved back, raised a bit, grabbed my penis, positioned it to the opening of her vagina. It was wet and sloppy and I felt her soft lips. It was time. She lowered herself. Her pussy squeezed my shaft from all directions. She went balls deep. We both let out a big sigh. She started rocking back and forth. It felt AMAZING. I put my hand on her hips, she put her's on my chest and leaned on it. She clearly had a great time. She gradually increased the pace. Her hip movement was insane. I felt close to cumming, I signed her, and she said that she was on birth control so go ahead. She moved even closer. I cummed right into her pussy.

I didn't want it to end this soon. So, as she got up from my dick I changed positions with her and lick her pussy. I think a was really bad at it due to it was my first time but I enjoyed it. It was really fun to eat out her pussy while my cum was flowing out. I only did it until my dick came back to life. As I got erected I made her stand on all four and I fucked her like that. I think I was good at it because after a time she couldn't hold herself and dropped her shoulders on the bed. I would like to mention that from this point of view, she looked incredibly stunning. I think she had an orgasm while I was fucking her in doggystyle because I felt her pussy twitching. This caused me to get closer to yet another orgasm but she interrupted with saying:

"Stop! Don't cum yet."

So I stopped and pulled my cock out that was twitching and ready to cum by the even smallest touch of the world. She got up, turned around took my cock in her mouth and started sucking it with great vacuum. I could've lasted 10 seconds before erupting into her mouth. She swallowed all of it. I fall next to her.

She said: "thank you"

"No, thank YOU!"

With that, we entered the spooning position yet again and fell asleep.

In the morning we had little time to ourselves as I had a class to attend but we said goodbye and thanked each other again.