We were being a little flirty all night and her fiend was being a total buzzkill. Anyway we got back to the place and her friend went to bed. As soon as I laid down in bed she put her leg on/across my body and her arm across my chest. We started slowly to cuddle and explore each others body with our hands as her friend slept right next to us. I started rubbing her pussy eventually over her underwear as she was holding my arm and breathing heavy into my ear. I started to make me way under her underwear as she breathed heavier while were trying to be still. Her friend had snores but then kinda rolled over and reset. We froze to try to act like we were sleeping too, of course the whole time I’m quietly running my hands all over her body, grabbing her tits and playing with her nipples but still trying to be quiet and still. Eventually it seems like her friend is asleep for a bit and she whispers to me “next time she snores take me out on the balcony and eat me out”. You don’t need to say anything more to me to agree lol.