Before they even admitted they wanted to do it with each other, they were talking easily, companionably, exhaustively about sex.

For the two hours that they were assigned to the same graveyard shift patrolling the Carnival grounds, it was the topic of choice. They'd been acquaintances and friends for a while now, but hadn't spent that much time solely in each other's company.

Now it was late on a balmy summer night, and the absolute stillness, the rides and booths with the Do Not Enter tape and cloth draped over them, all the lights off except that faintly coming from the square window of the guard's office far in the distance... it all contributed to the feeling that they were the only two people in the world right then.

The alcohol helped loosen Sydney's tongue. She might have been naturally a little reserved, but the flask that their friend had slipped them, somewhat illegally, full of a delicious mixture of vodka and pepsi, was making their conversation suddenly seem the most natural thing in the world. They passed it back and forth between them, taking swigs.

***

"Favorite position," Matt asked. Before Sydney had even opened her mouth, though, he answered his own question. "No, wait, I can guess. Doggie style." "How the hell did you know?" "You just seem like the type.

And I bet after that it's woman-on-top." Sydney stopped walking to stare at him, a little flustered at his almost too easy reading of her. Her cheeks might have been a little flustered in the darkness. She hastened to add, "Some variations of missionary are pretty interesting too though. I mean, like with my legs up over the guy's shoulders."

"That would require some flexibility." "I'm pretty flexible." "Oh?" Sydney was starting to feel a little damp below just from the mental images her brain was providing her to accompany the conversation. She told this to Matt. He jokingly suggested that they duck into one of the closed booths that they were just patrolling past. She looked at him oddly, trying to decide how serious he was. She could just see his profile in the dim combination of moonlight and starlight.

He was a little taller than she, and just the sort of lean muscle she most appreciated - unusual in a guard, whose typical body type ran to bulky, with a beer gut overhanging the shiny belt that came with the uniform, on which most of the tools of the trade were suspended. He had dark, almost jet black hair that had just been cropped short. They were both wearing the ridiculously luminous green jackets that made them clearly visible across the grounds and the parking lots. She was sure the look wasn't particularly attractive on her.

***

"Have you ever tried lubrication?" was one of Matt's questions some time later. He was really enjoying himself, quizzing Sydney. He'd had some sort of gut sense that she was an extremely sexual person, and she'd called him on it once, mock-pouting that he had these ridiculous ideas about her. Not so ridiculous, after all.

Add her dazzling openness to the gorgeous package she made, long and toned and devastatingly sexy even in the huge oversized and ugly jackets they were made to wear. "You mean, for anal?

No, and I won't ever consider it. I have holes for things to come out of, and holes to put things in, and they're separate," Sydney said it firmly, but with a touch of humor. "I don't just mean for that. Even with regular vaginal intercourse, it can really make it better." "Hmm... I don't see that I'd need it. I get pretty wet when I'm aroused."

"Yes, but it's just a whole other level. And you know how the initial penetration, there's always a little bit of pain, or pressure..." "It's so worth it though, and sometimes you just want to slam home anyway," she interjected "Yes," he said, "but it just makes it so smooth. Plus there's the warming kind... You have to try it sometime."

***

"So... what about fantasies?" She asked. "Well... one of my favorite is to have the woman completely at my mercy, and to keep her mildly stimulated for hours, so she can't cum, but desperately wants to. For hours. Tied up in my bed. And I'll... you know, go out in the living room and watch a couple hours of TV..." "What??" "No, hear me out, so when she finally does get release, it'll be mind-blowing." "Hmm... Maybe, but I'm more for the instant gratification. You know, I want it now and I want it fast.

Though I agree with you about the tying-up. That's one of mine. Handcuffs." Sydney licked her lips, almost unconsciously. "You know what I think would be an awesome surprise? To come in and find a woman in my bed, hands cuffed behind her back, wearing lots of see-through underwear, with a vibrator in her pussy." "Would this be an extremely talented woman?"

"Well, that's what the underwear is for, to hold it in. Speaking of, how many do you have?" "Of what? Vibrators?" "Yeah, dildos, whatever." "I don't actually have one. I've always meant to get one though. And two of my friends both promised to give them to me as birthday presents last year. Neither of them did though. Bitches." "That won't do... I'll take you to buy one." "That would be awesome."

"Say, sometime next week?" "Yeah, sure."

***

A couple hours and several more thinly veiled jokes about having sex on the fair grounds later, it was finally time to clock out and see what the rest of the world was up to. Matt was heading to a party some friends of his were throwing at their house. Sydney's cell phone had died and she couldn't get a hold of the girlfriends she's been planning to get together with. "Do you wanna come along with me?" Matt asked.

They were still being deceptively casual. They'd been talking about it for two hours, sure, but neither had said outright that they'd want to do it with each other. And there hadn't been any physical contact at all. "Sure, if you don't mind."

***

It was a pretty great party. Whoever Matt's friends were - she couldn't remember their names - they had a fully stocked bar, and Sydney and Matt were currently standing at it taking shots. She was also confiding that she never turned down a dare, at least not when she was drunk. Which easily described the state she was in now. Matt was instantly full of brilliant ideas to test on her. "I'm serious. I don't turn down a dare." "Okay. I want you to take off your panties and give them to me."

"Hmm." Sydney had changed into a stretchy white top that clung to her breasts, and a criminally short denim miniskirt that rested low on her hips, threatening to slip off, since she hadn't worn a belt. She'd be pretty damn exposed without underwear on. But she really didn't turn down a dare.

Conveniently he hadn't insisted she do it right there in front of anyone who might care to look. Slipping off to the bathroom, which thankfully didn't have too long of a line, she pulled the blue thong off and stuffed it in her pocket.

Sashaying back towards him with confidence that she had to convince herself she felt, she subtly passed the tiny scrap of material, already damp with her arousal, over to him. He instantly recognized it for what it was and raised one dark eyebrow at her. Then before she knew what was happening he'd reached over and stuck his hand down the back of her skirt, palming her bare butt in a second of more intimate contact than any they'd had so far. His hand felt big and warm and incredibly sexy.

And they were still both standing at the open bar. "Had to make sure," was his brief explanation. She was tingling from his touch, and could feel warm wetness on her inner thighs. His eyes looked dark and intense and hot gazing at her as if he could see through the one layer that now separated her moist feminine core from him.

After that they didn't stay long. She preceded him down the staircase, and could feel his hot stare fastened on the backs of her thighs all the way down. His place wasn't too far away, he said, so they decided to walk back, though they were moving so quickly and anxiously it was almost a run. She had to stretch to keep up with his long determined stride. The elevator ride to his apartment on the fifth floor was interminable, and the air was so thick and tense with unspoken promises and passion that Sydney didn't think she could breathe.

Afterwards she couldn't quite remember what, if anything, they'd talked about in that enclosed space for that endless time. They were standing close, but not touching, and though it was really kind of inevitable, neither was sure where this was all going. They stood just inside the door. "Can I use your bathroom?" Sydney said, breaking the brief silence. "Sure, it's down the hall and to the left."

When she came out, Matt was lounging, half-sitting, half-lying on his bed. He'd changed into pajama pants. "All ready to go to bed, I see," She said, inanely. He might have responded with sometime intelligible. All she knew was that suddenly something about his scorching, heavy-lidded gaze was so compelling that she found her whole body swaying towards his on the bed. He sat up straighter. Standing close to the edge of the mattress, her body almost within his embrace, she leaned closer.

Her lips were an inch away from his. "Are you doing this because you're drunk or because you really want to?" She asked. "A bit of both." "Good enough for me," Sydney said, and then her feet gave out and she moved in the rest of the way in a trance and his lips were on hers, warm and demanding, and his tongue swept out and caressed the seam of her lips, coaxing them open so he could slip in.

She explored his mouth in return and he tasted faintly of cigarettes and mostly just scalding and hot and his lips on hers were making her so wet. And then his hands reached out and pulled her onto the bed completely and dragged off her shirt. He traced the line of the lacy black bra she was wearing underneath, and then undid the clasp with a practiced hand and tossed it somewhere behind them.

She moaned then, when his hand touched her naked breast oh so gently gliding over the firm curves, cupping her in his large rough palm, fingers dancing over her nipple. It beaded under his teasing touch and seemed to beg for more attention. He lowered his head and pulled on it with lips and teeth and tongue, till Sydney was moaning and writhing.

Then he pulled her skirt off, and she was completely naked. His head remained bent at her breasts, licking and sucking first one sensitive nipple, then the other. His hand was roughly caressing the underside of her breasts, but then it moved lower, over the smooth tan skin of her belly, making her shiver as she realized his ultimate target.

He slid his fingers over the apex of her thighs, smoothly shaven, to the wetness between her legs, parting the folds and slipping a long finger in. "Ohhhh... Matt." The invasion of his finger felt delicious. It was sliding in and out in a hypnotizing rhythm, and heat was spiraling out from there, and from her distended nipples, wet from his mouth.

"Mmmm." He moved his head lower, pressing kisses to her stomach, to each of her inner legs. He blew gently on her vulva, then his tongue reached out and delicately licked her, just a brief touch. The contrasting sensations made her cry out. He started eating her in earnest then, alternately licking and thrusting with his tongue deep in her, and then moving up slightly to nibble at her clit and lick circles around it and suck it into his mouth.

The feeling was incredible. Sydney's hands clenched convulsively in his hair and pressed him to her, only vaguely hoping that he didn't mind that. Her brain was overloaded with the sensations and she could feel herself building towards orgasm. The tightness built in her - and suddenly he stopped. She found herself panting, begging, pleading.

He was grinning at her, wickedly she thought, and then he gave in and his finger settled on the little bead that was the focus of her pleasure and moved in rapid circles, faster and faster as she cried out, "That's the spot. Oh, oh, ohh..." and he knew she was coming, the look on her face was so absorbed it entranced him too and the tension built until it washed over her in a wave and then she collapsed back on his bed like all the bones in her body had dissolved away.

When she came back to herself he was sitting back looking thoroughly pleased with himself. And almost fully dressed. "You're wearing way too much," she pouted, and then crawled over to him, looking like a big, feral, hungry cat. He found he liked the image. Her wide green eyes were still slightly glazed with passion, but lurking in them was something of the hunter too. She pulled on his PJ pants and tugged them off him. Underneath he was fully hard.

Sydney licked her lips, but this time he thought she did it on purpose. She put her hand on his chest and pushed him down on his back. He looked up at her, tense with expectation, as she sat on her haunches and for a while just appeared to be admiring him. Then ever so slowly she leaned forward. Her tongue danced delicately down the underside of his dick, flicking its way from the frenulum down the shaft and back up again, daintily as a butterfly's wing brushing against him.

"God.." he groaned gutturally. "So gentle." Her mouth was too busy to reply, and besides she didn't really think he wanted her to respond. Not verbally anyway. She pressed kisses to his shaft, and then opening her mouth, took gentle bites out of the side of it. Just a delicate pressure and a touch of teeth.

Matt was moaning above her, she loved the sounds he was making and she looked up to see he was concentrating on her face and when she made eye contact it seemed to turn him on even more. She dragged her teeth along his shaft, flicked her tongue against the sensitive spot where his shaft met the head, and then opened her mouth fully to take him in.

Matt thought that if he died right there he'd be happy. He was enclosed in the warm depths of her mouth and she was bobbing her head up and down his cock, her lips wrapped tight around him and creating a lovely suction all along his length. Her tongue was busy too and even as she sucked she was sliding it over the head and under and all around, so the myriad sensations almost put him over the edge. When her hand reached up and cupped his balls and massaged them he was sure he was close.

He didn't want to go over by himself though. He stretched his hand out, trying to reach between her legs, and she shrugged around so he could slide a finger in her, and then turned completely around so they were sixty-nining. He moved his hands over her tight, smooth ass and spread her legs over him as he licked her, tasting the delicious salty-sweetness of her again, loving it, thrusting his tongue as far into her as he could, pressing against her hot, clenching walls.

She was moaning over his cock now, and losing some of the rhythm she'd so carefully maintained. It didn't matter anymore, the feel of her and the taste of her was too much, and when she took him as deep as she could he took his mouth away from her long enough to gasp, I'm coming, and then she was sucking him dry and swallowing every last drop of him.

Sydney tumbled off him and just managed to turn around so they were face to face, and his eyes were closed and he murmured, "I think that's enough for tonight..." and though she really wanted to feel him in her he was falling asleep and she'd come in a big way at least twice and she was pretty tired too and The next thing she knew scraggly rays of morning light were making their way through his blinds, but what really awakened her must have been his clever fingers.

Two of them were fully in her and pressing in all sorts of interesting spots, creating a deep intense throbbing she'd never really felt before. She was almost sure he was hitting her G-spot, and asked him, breathlessly, if that was what it was. Matt laughed at her and continued to stroke, in and out, fingers curving slightly upward to better reach that mysterious spot, till she exploded, clenching on his fingers and panting his name.

***

Some time later they sat, almost dressed, both glowing. Sydney had errands to run and had to go, though she'd have much preferred to stay in bed with Matt all day. The thought crossed her mind that, oddly enough, they hadn't actually had regular sex. "Yet," She added confidently to herself. She got up and gave him a hug, pressed a kiss to his temple. As she reached for the doorknob, he stopped her and said, "Don't forget, we're going shopping next week to buy you some new toys."