Roxy had been planning a huge Halloween party for months and now that the time was here she was having a great time! So many people showed up wearing masks that she sometimes had to guess who was who and the drunker everyone got the less she could tell who was who because they all thought it was a great joke to play on her to switch masks. Roxy was getting pissed off, she needed a break so she snuck in to her sisters bedroom for five minutes rest.

When Roxy snuck in she found a guy passed out on the bed, she had no idea who it was because they were all still being idiots and swapping masks. Roxy stood for a moment and then tried to wake him up, he wouldn’t wake up and then Roxy got an idea. Locking the bedroom door Roxy snuck over to the bed and carefully slid his boxers off. The sight of his fat cock was more than enough to turn her on and even though she knew she shouldn’t Roxy couldn’t help herself. Stripping off to nothing but her stockings she carefully straddled her sleeping friend with her perfectly wet pussy in his face while she gently sucked his cock!

See what else Roxy gets up to while her friend is sleeping!

Anabelle was exhausted, she’d never realized how much work her first year of college was going to be! After studying for her Anatomy midterm for a amazing four hours straight Anabelle passed out on the couch for a catnap. While Anabelle was sleeping one of the guys from her old high class passed by and saw her sleeping, he was supposed to graduate in her class but hadn’t passed a few classes so he’d stayed behind. Anabelle had never given him the time of day when they were at class together, he just wasn’t her type and they hung out with different crowds.

Seeing Anabelle laying on the sofa like that he just had to sneak in for a closer look, trying the French doors to his amazement he walked right in. Leaning in for a closer look he pulled her top down a little to look at her perky boobs, he couldn’t just look so he reached over and rubbed her perky nipple, she didn’t stir. Since she didn’t wake up he pulled up her skirt to see her panties, rubbing her soft cotton panties made his cock rock solid and then he got the idea to rip off and slide his fat cock in to her sleeping mouth!

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Faye Valentine is a firey redheaded babe who is a real nympho, she just can’t get enough cock but her boyfriend just can’t keep up even when she keeps him up all night fucking! Faye’s boyfriend tries to catch up on his sleep when she’s at work but whenever Faye gets house and finds her boyfriend fast asleep she can’t even give him five minutes before she’s pawing all over him. This time he was sleeping so hard he didn’t even wake up and that turned on Faye more than anything she’d ever done before!

Faye walked in and found her boyfriend slumped over on the sofa and at first she was pissed that he wasn’t waiting for her but then she sat down with a porno mag and after a few minutes of rubbing her wet pussy she decided that even if he wasn’t awake she was going to get off. Pulling her breasts out of the top of her dress she leaned over and put her puffy nipple in his mouth but she couldn’t stop there, un-zipping his pants she reached in for his penis. She couldn’t believe she was about to suck and fuck his cock in his sleep but she knew it was making her pussy dripping wet!

See more hot babes teasing sleeping guys!

Ameara went to hang out at her boyfriend’s place to catch some vids but by the time the videos were done it was pretty late and Ameara didn’t want to drive the dark road’s home on her own. Her boyfriend suggested she stay at his place, Ameara was unsure because she’d already told him she wasn’t going to make love until they were married but he said she could sleep on the couch so she decided to stay.

Ameara fell asleep pretty quickly laying on the couch and her boyfriend was still awake, unable to sleep thinking about how close her tight pink pussy was to his bedroom. Unable to take it anymore he snuck out to the living room and made sure she was sleeping soundly, once he knew she was he slowly undressed her. His cock was already throbbing at the sight of her laying on the couch half naked. He knew he shouldn’t try to fuck her but it wasn’t like she was a virgin. The longer he stood over her the harder his fat cock got, leaning down he parted her pussy lips and slid the tip of his dick in to her tight slit. Feeling her tight cunt around his penis made him want to sperm in a second in fact it wasn’t much more than that when he blew his load all over her sleeping pussy!

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Dana Dearmond is a smoking hot babe with a tight body and a juicy shaved pussy that any guy would sperm for in a second. Dana also has a secret hidden talent that not many people know about, she’s a masseuse in her spare time and she makes her money at a fancy rich people health spa. Sometimes Dana gets bored with the day to day boring work of having a “real” job and she makes things at the spa a little extra exciting!

When Danny showed up for his massage Dana didn’t think much of him, he seemed stuck up and an ass quite frankly so she asked him to lay down and just relax and she went to work. Within ten minutes of massage Danny had fallen asleep, snoring and all and Dana was pissed, she really hated when guys came for a massage with the sexiest masseuse and had the balls to fall asleep on her! She decided to show him a thing or two. Dana peeked under his towel, his massive dick was hard and she couldn’t help herself she started to massage his cock. She watched to make sure he didn’t wake up but he was still out so she decided she would have a little more fun with this dick’s dick!

See more of Dana massaging Danny’s dick!

Vivian West has always been a daring little nympho and whenever her girlfriends dare her to do something she’s never the one to say no, so when they dared her to fuck her neighbor she was all for it! Things all started when Vivian and her girlfriends were messing around by the pool, they had spent hours out there already and things were starting to get a bit boring so they decided to play truth or dare. Vivian picked truth but when the girls asked her to truthfully tell how many guys she’d fucked she changed her mind and picked dare instead. The other girls let her pick dare on the condition that she absolutely had to do whatever they picked.

As Vivian stood at the open door to her neighbor’s bedroom which over looked the pool she watched him sleep and wondered if she should have agreed to touch his cock while he slept. Well she couldn’t turn back so she slipped over to the bed and carefully slid her hand inside his boxers to touch his penis, he must have been having great dreams because it was already hard and the feel of his throbbing cock made her pussy wet! Vivian didn’t hesitate, if she was going in she was going all in! She stripped off and carefully lowered her pussy on to his fat sleeping penis!

See more hot babes fucking guys in their sleep!

Alexandra’s roommate had let her brother come to stay with them for a few months while he got back on his feet and during his stay so far he’d really been annoying Alexandra. Every few days he would tell her how great they’d be together, all the while sitting at the breakfast table in his dirty tighty whities and it was making Alexandra sick. Even though she told him no, that she thought he was gross, he kept telling her how hot she was and it was pissing her off…little did she know how adamant her roommate’s brother was to be with her!

Alexandra had fallen asleep on the couch, the first peace she’d had in weeks, her roommate had taken her brother out for lunch and she was finally free to rip down to the bare essentials and take a nap. As it turns out her roommate’s brother wasn’t hungry and came home to find Alexandra sleeping on the couch in her silky lingerie, making sure she was fast asleep he finally got his chance to touch her tight body. He couldn’t believe how stunning her soft pink pussy felt around his fingers as he slid them under her panties. His cock got so hard he decided to try and fuck her in her sleep. Sliding his cock into her tight pussy he was amazed she didn’t wake up, not even when he blew his load inside her!

See more sleeping teens get pounded!

Chrissy is a naughty coed hottie who can’t keep her hands off cock but she just can’t seem to keep a steady boyfriend because she’s always too much pussy for them. Chrissy does have a lot of male friends and she even has a roommate but she can never keep one guy around long enough to keep her pussy happy!

Chrissy came home from work feeling extremely horny and when she went to check on her roommate she found him sleeping in just his boxers on his bed. Chrissy could feel her pussy getting wetter the longer she stood in the doorway and she just couldn’t help herself, she stripped down to just her panties and her bra. Creeping over to his bed she slid her hand inside his boxer briefs and slid out his penis. Holding his fat cock in her hand wasn’t enough to satisfy her horniness so she leaned down and put the tip of his penis between her lips carefully so she wouldn’t wake him up. When he didn’t wake up Chrissy started thinking about all the things she could do with his penis. Carefully Chrissy slid out of her tiny thong and straddled his hard dick.

See what Chrissy does next!

Alexa had gotten up early because her roommate’s brother was due in town but her roommate had to get to school but the brother was running late and Alexa was getting sleepier and sleepier as she waited. Finally she fell asleep on the couch as she was waiting and she didn’t even wake up when he showed up. As Alexa’s roommate’s brother walked up the stairs he came face to face with Alexa sleeping on the couch in her tight tank top. Looking around the place to make sure there was no one around he came back to the sofa to find Alexa still sleeping.

As he stood watching her his cock started throbbing, she’d been sleeping solidly for a few minutes since he got there and he was certain that he wouldn’t wake her if he just placed his naked dick in her hand. She didn’t flinch at all as he placed his throbbing penis in her sleeping hand but it just made his dick ache for her juicy pussy, he couldn’t help himself and he spread her legs as wide as he could. He straddled the sofa maneuvering himself so he could slide his fat penis in her tight cunt. He watched her carefully to make sure she didn’t stir as he gently pounded her sleeping pussy, she must have been sleeping hard because she didn’t even wake up when he exploded his steamy load all over her breasts!

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Adana and her roommate have always been close and even when she’s sleeping naked tucked under her sheets she invites him in to her room to talk about his day. This time as Adana was laying in bed and he was telling her about his day she fell fast asleep. It took her roommate a few minutes to realize that she had fallen asleep but once he did he went over to tuck her in. As he pulled her sheet up he couldn’t help himself and he snuck a peek at her naked body under the sheet. Adana’s perky tits were so hot and he could feel his cock getting hard as he stared at her naked body.

Hoping Adana wouldn’t wake up he pulled her sheet back a little further and looked down at her shaved pussy, she was sleeping heavily and he needed someone to take care of his raging boner. Unzipping his pants he slipped his cock out and placed it in her hand, that wasn’t enough and he needed to feel her warm lips around his dick, slowly he slid his penis in to her mouth and she didn’t even flinch. Feeling her warm tongue against his man meat he needed to feel her pussy.

See Adana getting pounded by her roomate!