Returning to her hotel room after having a few drinks and dinner with the clients, Holly noticed that the lights were out and it appeared Shannon, her roommate for the trip, was already asleep. She turned on the bathroom light so not to disturb her coworker but also allowing her to see enough to get undressed and into bed.

Shannon had returned earlier saying that she needed to get a few things taken care of before the next meeting with the client in the morning.

Walking over to her suitcase, Holly kicked off her pumps and began unbuttoning her blouse. As she placed her blouse on the suitcase next to the mirror, she could hear a bit of rustling coming from the beds. Thinking nothing of it, she unzipped the back of her skirt and wiggled her firm shapely ass out. Letting the skirt hit the floor, she reached back to unclasp her flesh toned bra.

Originally the two had booked separate rooms in the hotel, but despite having a confirmation number, Shannon's room had been given to another guest of the now sold out hotel. The manager had offered to book her in another hotel, but Holly suggested that she just double up in her room. Especially after the manager had offered both of them each a gift card and room vouchers.

Standing there in just panties would normally have made her a bit nervous having to room with someone, but that wasn't the case with Shannon. They had worked with one another for quite a while and even gone to happy hour together a couple of times. However, Holly didn't really know too much other than the typical surface stuff that comes up in conversation. Shannon had met Holly's boyfriend, and Holly had met Shannon's husband, but knew very little outside of that.

As Holly reached over to place her bra on the suitcase she heard another small rustling coming from the bed. Holly worried that she might wake Shannon, so she tried to be a bit more quiet as she folded her blouse quickly. As she stepped out of her skirt, she bent over to pick it up and place it on her suitcase as well.

Folding her skirt, she caught a glimpse of Shannon in the mirror, there was some movement coming from under her covers. Holly thought she woke her, whispering "Sorry, didn't mean to wake you." As she attempted to cover her breasts from view.

Nothing was said in reply, but Holly could see she was still moving in the mirror, at least a little bit. She walked quietly over to the bed closest to the door noticing Shannon's shapely bare breasts were exposed. That put her nerves at ease slightly for in the morning, knowing that Shannon slept topless as well.

There it was again, the movement coming from Shannon's bed, only this time she could see where it was coming from. In the darkened room, Holly could see the covers moving in about the area of Shannon's crotch. "Ok, this makes me a little nervous, but it's probably nothing." She thought.

She stood there for a moment trying to see if there was more movement, to no avail. Holly, turned to her bed, pulling the covers back and slipped in. Her brunette hair flipped beside her head on the pillow and she closed her eyes.

Once again she could hear Shannon moving, so with her head already turned towards Shannon she slowly peaked over. She could definitely see that Shannon's hand was moving near her crotch. Making Holly nervous again, but excited as well; surely Shannon wasn't doing what she thought she was doing.

That’s when Holly's eye caught something else. There next to Shannon's bed on the floor was a pair of white lace panties. "Oh my," she thought to herself, "she must be sleeping naked." This definitely confirms that Shannon is probably rubbing herself, she thought.

About that moment a different noise came from the other bed, a wet subtle smack sound. Along with more movement from the covers, Holly was compelled to watch. Her nervousness grew stronger, but she also became turned on herself.

The noises became wetter sounding and more frequent. Holly laid there unable to move, thinking, "I can't believe she is masturbating in the bed next to me." As she listened, she felt herself growing moist, wanting to touch as she knew the pleasure that came with that sound.

"Mmm ahhh." Shannon whispered softly, as the wet noises continue.

Opening her eyes fully at the sound of Shannon's voice, Holly watches Shannon's curvy body move in her bed. The covers began sliding down Shannon's body with each movement.

With her dirty blonde hair facing Holly, there was no way to see if Shannon's eyes were open.

The covers moved lower and lower, exposing not just Shannon's breasts but now her stomach and a hip. At that moment, Shannon's arm shoved the covers off of her completely. Even in the little light that was emitting from the bathroom, Holly could see Shannon's hand firmly over her trimmed mound.

Shannon's hand rocked against her mound, pressing at least one or two fingers into her very wet pussy, from the sound of it. Watching her coworker fingering herself, surprisingly turned Holly on, but made her extremely nervous as well. She just laid there frozen, watching the woman she knew for years, pleasuring herself. Wanting to say something, but not wanting to embarrass herself or Shannon. Was it possible that Shannon didn't hear her come in at all, she thought?

Slowly Holly reached down between her legs as she watched Shannon. Feeling the heat coming from her panties, she slowly caressed her mound from the outside. She wanted to say something, anything, but just couldn't bring herself to.

What if Shannon didn't know she was there and freaked out by her saying something? Or maybe Shannon would simply stop. Holly did want her to stop, but a part of her really didn't. Not now. What if Shannon not only knew, but wanted Holly to not only watch but to play with her? She had no idea how she would respond to that, while she was bi, Shannon was a coworker and kind of a friend.

Laying there she watched, as Shannon got into a motion of fingering herself that was mesmerizing to Holly. As little moans came from Shannon, Holly rubbed herself through her panties. As the moaning increased, so did the little smacks of dew as Shannon's fingers entered her pussy.

Watching every movement of Shannon's body was like watching a graceful ballet of pleasure. A ballet that Holly wanted to dance in, but was way too nervous to even say out loud that she was watching.

She could feel the butterflies in her stomach, knowing that she shouldn't be seeing this. Instead of succumbing to the nerves, she pushed her hand down into her own panties. Feeling her own very wet lips, she played with herself watching Shannon.

Shannon's hips were lifting off the bed slightly as her fingering grew far more aggressive. Occasionally stopping from sliding in and out to rubbing her clit from side to side rapidly. Shannon's breathing grew heaver with each cycle.

Still unable to take her eyes off of Shannon playing, Holly tried to match the same movements that Shannon made. Rubbing her clit furiously as Shannon did, trying not to moan. Stretching out her panties so she could push two fingers in and out of her very wet pussy just as Shannon was.

The two played in unison for a while, before Shannon's head turned. Her eyes were shut, but her moaning and heavy breathing kept her mouth very active. Holly watched her face, still unable to determine if she was awake or some kind of crazy sleep walking masturbation thing. She didn't really care too much at this point as her own breathing had also grown heavy.

The coworkers both continued to finger and rub, growing to a climax that both clearly wanted. Holly still muffling her breathing the best she could and refusing to moan out loud, while her pussy ached. She pinched her nipples and rubbed her breasts as her other hand rubbed her clit furiously just as Shannon was.

Shannon's hips once again pushed high up into the air, arching her back as she let out a moan of absolute ecstasy. This drove Holly mad with lust. She pushed her other hand down her panties and began rubbing her clit and fingering her hole at the same time. Almost instantly it brought her to climax with a shuttering, "Uhh...uhhh...uhh...ahh." Only this time she hadn't muffled the sound.

Both women's bodies collapsed under the mounting pressure of the orgasm. However, Shannon seemed to be completely asleep immediately after the climax. Holly lay there still watching Shannon's naked body, not knowing what to think about what just occurred. She wanted get in the bed with her so she could feel Shannon's warmth on her skin, but the nerves had crept back in still not knowing if Shannon was even truly awake.

Pulling the covers up over her breasts, Holly rolled over and eventually fell asleep.