Freshman Year in the Dorm Pt. 09

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A few days later, it was evening and I was in Julia's room. We were just chatting and pretending to study, not doing anything sexual at all. We even had our clothes on. It was fairly late when Kathryn arrived from wherever she'd been.

"I'm glad you're here," Julia said to Kathryn. "I've been telling Conners about your new undies. Can he see?"

"Sure," she said. She went to her drawer, found what she was looking for, and laid the bra and panties on the bed. "It was a really sweet gift. They're beautiful," she said.

I went to the bed, picked up the undies and admired them. Then Julia spoke. "Put them on," she said to Kathryn. "You look so fantastic in them. Let's see them on you again."

Kathryn hesitated, so Julia pressed a little. "It's ok," she said. "They don't show anything more than a bathing suit."

That wasn't exactly true, but Kathryn fell for it, or at least pretended to. But she was hesitating again, not sure what to do about changing clothes in front of me. I solved her problem. I put my hands over my eyes. "I promise not to peek," I said. "Let me know when it's ok to look."

That met with her approval, and I heard clothes coming off and undies coming on, and Julia doing some adjusting of the fit and telling Kathryn how great she looked. I swear to you, dear reader, that I did, in fact, not peek. I really didn't. However—Julia told me later that Kathryn had been watching me, taking her time, facing me buck naked, not turned around. Julia was pretty sure that Kathryn had been hoping I would peek. I had disappointed her. Sometimes, you can't get it right regardless of what you do.

The changing-clothes thing took longer than it should have, and I was getting impatient, but eventually Kathryn told me I could look.

Let me start by telling you that I had never seen Kathryn wearing anything other than jeans and a bulky sweater or some other top that covered everything and showed no shape. I don't think I'd ever even seen her legs. And there she was, in front of me, looking like an underwear model right out of a Victoria's Secret ad. Absolutely perfect curves and perfect skin and perfect everything. I temporarily lost my composure and blurted out the one thing that came to mind. "Holy Shit!" I said.

I nearly tripped over my tongue telling her, over and over, how fantastic she looked. And I wasn't just being nice to build her confidence. I meant it. Julia was beaming at me, enjoying both how much I was appreciating Kathryn and how much she herself had accomplished in giving Kathryn the confidence to show me.

With a little tilt of her head, Julia motioned me to get closer to Kathryn. I remembered that I was supposed to touch, to push the envelope a little. I could do that. I touched Kathryn's shoulders and her arm and ran my hand down it to her elbow, then I moved to the the outside of her thigh and up to her butt. I stroked her butt, outside the panties, and complimented her. Then I moved my hand up to her chest, above the bra, and pretended to adjust the bra straps. Kathryn was eating up the attention, and certainly giving me no resistance, so I moved my hands down to the bra and cupped a breast, outside the bra, and told her how much I admired the shape.

That went well, so I proceeded to adjust the panties a bit. I moved the waistband a little, and my fingers just happened to go inside, just half an inch or so, just far enough to feel a wisp of pubic hair.

I took my hands away, back to where they belonged, and leaned in to give Kathryn a little kiss. I was intending just a peck on the cheek, but she turn her head toward me and gave me a full-on passionate kiss. I accepted the offer and kissed her back. It lasted only half a minute or so, then she backed way, embarrassed.

Julia spoke, probably to distract Kathryn from her embarrassment. She felt we'd gone far enough for right now and didn't want to press Kathryn too far. "See, Kathryn," she said, "I told you he'd be impressed. You really are a stunner."

That was my signal to back off. I took my hands off Kathryn, took a step back, and gave her one more admiring look. "You really are," I said. "You really are."

I don't know whether Kathryn was disappointed that I'd stopped, but all she said was, "I'd better put my pajamas on. I can't go to the bathroom like this, can I?"

Actually, she could have gone to the bathroom like that. Julia would have done it, but Kathryn wasn't Julia. That was enough for right now. I turned to pick up my books. "I should go," I said. "You two want to go to sleep."

Kathryn opened a drawer and brought out the pajamas. She stepped into the bottoms and pulled them up. I saw out of the corner of my eye that Kathryn was just pulling on the pajama tops. While I was looking for my books, she'd taken off her bra and was just now covering herself. She hadn't turned away from me. She'd wanted me to see, but I had looked away at the wrong moment. Again, I'd disappointed her.

She adjusted her pajama tops till they were showing nothing, then she had an idea. "You don't have to go," she said. "You can sleep here. I'm sure you two want to be together. You don't have to leave."

Julia looked at me and I looked at her. We both were thinking the same thing. "If you don't mind," Julia said. "I can always use a warm bed-mate."

With that, Kathryn left the room to go to the bathroom. As soon as she was gone, Julia and I spoke at the same time and said the same thing. "She wants to watch us," we said. It was pretty obvious.

"What's the plan?" I asked Julia. "What should we do?"

She thought for a moment, then answered. "Something simple. Give her something to watch, but nothing that looks like we're putting on a show for her. Something with plausible deniability. How about if we just have sex?"

Having sex was the simplest of our sexual activities, unlike making love, fucking, and screwing. It was the classic missionary position, useful when we didn't have much time or needed to do other things, and we just needed to get ourselves off.

"What are we plausibly denying?" I asked.

"Well," Julia answer, "we're denying that we're intentionally giving her a show. We should pretend that we think she's sleeping."

That made sense. I headed to the bathroom to brush my teeth and pee, and when I came back, Julia and Kathryn were talking quietly. I came in mid-conversation, so I didn't hear the question, but Kathryn was answering, "Whatever you want. Don't worry about me." (Julia later told me that she'd asked her if it was ok for us to have sex, or whether that would bother her. Of course, she'd known what the answer would be, but it was polite to ask.) Then Julia grabbed her towel and bathroom kit and headed down the hall.

Kathryn and I were alone in the room. "I shouldn't have done that," Kathryn said.

I was puzzled. "Done what?" I asked.

"Kissed you," she said. "That wasn't fair to you and to Julia."

"I liked it," I said. "Julia didn't mind, did she?"

"She said she was glad I did it, and we should do it again. She liked watching us. She said that she knows who it is that you love, and she doesn't get jealous."

"That's true," I said. "She's not just saying that to be polite. She means it. Did you like it? Kissing, I mean."

She nodded. "You're a really good kisser," she said, shyly. She was looking down at the ground, as if she were embarrassed to say it.

"You are too," I said. "We should do it again sometime. I liked it, and I like you." I felt that more needed to be said, so I added. "You know, you're not just Julia's friend. You're my friend too. I want to help you, anyway you want. You don't have to worry. Whatever it is that you need, it's ok with Julia and with me."

Then I added one more thing, to clinch the deal. "You know, Kathryn, you're a really attractive girl. I think you're sexy as hell." Then she looked up at me and smiled.

She started to speak, but that's when Julia came back into the room. "You two ready for bed?" she asked. She started taking off her clothes, so I did too. Kathryn was already in pajamas, and she climbed into her bed and watched us get undressed. When Julia and I were both naked, we got into our bed. Julia reached out to her nightstand and turned off the light. Just like in my own room, even in the dark, there was enough light that Kathryn would be able to see exactly what we were doing. We'd make sure of that.

We watched as Kathryn adjusted her pillow and her covers. Then we turned away from her. Never look at the looker.

We waited a brief, respectable amount of time, to pretend that Kathryn had fallen asleep, then we began to kiss. Julia took my cock in her hand and began to stroke, very slowly, and I fondled her world-class boobs and her Valyrian steel nipples. It wasn't long before Julia decided we were ready. She pulled back the covers, better for Kathryn to see my boner, then gave me a little tug to pull me on top of her. I complied, and she used her hand to guide my dick into her. We were on top of the sheets, completely uncovered, and we began to have sex.

Julia wrapped her legs over my back, and together we stroked. I let her guide us and set the pace, and she used her legs and feet to pull me toward her, as she pushed her pussy up to me, stroke by stroke. In and out, in and out, we met each other, dick in pussy, then pulled away just a little, then came back together, taking our time, not in a hurry. In and out. We kissed a little, just lightly, then looked in each other's eyes, then kissed some more, then I sucked one of her nipples, then we kissed some more.

Since we were pretending that Kathryn was asleep, we couldn't talk, and we tried to be quiet. Julia let slip a few sighs and whimpers and moans, just enough so that Kathryn would know how much she was enjoying herself.

I saw that Julia took a quick peek at Kathryn, to see what she was doing, then turned back to me with a bit of a grin on her face. I guessed what it meant, and Julia later confirmed my suspicions. Not only was Kathryn watching, but the sheets around her pussy were moving. There were fingers moving under the sheets. She was masturbating! Julia decided to get a little louder, and started pumping me faster, in and out.

Julia could tell that I was reaching the point of no return, but she didn't want me to hold back. At that point, I took over the stroking and Julia laid still while I pumped faster and more firmly. We kissed and held the kiss, and it wasn't long till I pushed deep inside her and came, with four hard strokes and a little bit of noisy heavy breathing of my own. Then we broke the kiss and I fell on top of her, and we rested.

Most people clean up after sex, with towels or tissues, but Julia doesn't like to do that. She says she likes having wetness on the sheets and on her thighs because it reminds her of the gift I have deposited deep inside her. So when I rolled off, we just rested, our legs wrapped together. Neither of us knew what would happen next. We'd wait to see what Kathryn was doing.

We were quiet, not sleeping, but Kathryn wasn't. She was squirming and fidgeting. She'd be calm and still for a minute, then would move nervously, then try to be calm again. It wasn't working.

Finally Julia spoke up. "You ok over there?" she asked, quietly. "Did we rile you up too much?"

"Just having trouble sleeping," Kathryn responded. "I'll be ok. Don't worry about me."

Then Julia spoke to me, "Why don't you go help her out? I think she needs some male attention." Then she spoke to Kathryn. "I'm sending Conners over. He'll know how to help. He's good at that."

"Ok," Kathryn said. "If you think that will help."

We untangled our legs and I got up, naked and still wet. Julia gave me a look, and even in the dim light, I knew what it meant. It meant to not hold back. To do whatever would help. Whatever.

I sat down on the bed with Kathryn, and leaned over and kissed her. She lifted her head a bit and kissed me back, and we kissed for a little while. She was, indeed, hungry for male attention. Then I broke the kiss, and pulled the sheets back a little. I started to lift her pajama tops, then I thought I should ask. "Is it ok?" I asked.

She nodded. "Yeh, sure. Go ahead. If you think it's the right thing to do."

I was pretty sure it was the right thing to do, so I pulled a little on the hem. "You want to take this off?" I asked.

I had meant that she should take off just the tops, but she took off everything—the tops, the bottoms, and even her new sexy panties, working them past frantically flailing feet. I knew then, that if I wanted to put my dick inside her, I'd be welcomed with open legs. Her little head was in complete control and would welcome anything, and Julia had given me permission. And Kathryn was, as Julia had said, smoking hot. But, fortunately, I had just cum inside Julia so my big head was in charge and I knew that was the wrong thing to do. She was too inexperienced and too out of control, and that wasn't the way she should lose her virginity. We would do other things.

Kathryn was fully naked now, and had plumped up the pillow so she was sitting up a little, and the sheets were barely covering her. "What happens now?" she asked. "What do I do?"

I put my fingers to her lips, to quiet her. This wasn't a time for talking. "Let me handle it," I said quietly. "All you have to do is feel the feelings. Just enjoy it." I replaced my fingers with my lips, and kissed her gently, then told her again, "Your body knows what to do. Let it do it." I stroked her cheek, then brought my hand down the side of her neck. Then I brought my hand back up to her cheek and did it again, down her neck, to calm her. "Just feel good," I said. "Just let yourself feel good."

Then I took my fingers and gently, ever so gently, closed her eyelids. She kept them closed. I stroked her neck and her shoulder, then again, and a third time. Her eyes were still closed. She'd stopped fidgeting and I could feel the muscles in her shoulder relax.

I glanced over to Julia. She was, of course, watching intently. She took her hand out of her pussy long enough to silently give me a thumbs-up, then put her hand back where it belonged and went back to her own work.

Kathryn's breasts were fully exposed to me now. I hadn't seen them before, and it was dim, but in the darkness my fingers could feel their firm softness. Is hard to tell breast size when a girl is lying down, but I thought they were a little bigger than Julia's. The nipples were, I was pretty sure, a light pale pink, smaller and softer than Julia's, on wider areolas. They were somewhat firm with horniness, but still smaller and less pronounced. I touched one, then the other, giving each the attention it deserved, and I felt Kathryn shiver. Her nipples were wonderfully sensitive.

Then I had an idea. I took her hand and moved it to her pussy. I put her finger on her pussy lips and told her "Find what feels good. Explore." I moved her finger around a little, to get her started. Then, when I was sure she'd keep going, I moved my attention back to her nipples, but this time with my lips and my tongue. I gently sucked one, then the other, to decide which tasted best. I couldn't decide, but I kept trying, occasionally moving my head up to kiss her for a moment or nibble her neck, then back to the taste test.

Kathryn was enjoying the nipple play, but seemed to be getting frustrated with her pussy action. She was having trouble finding what was good and what wasn't, and sticking with the best feelings, so I decided to take over. I put my own fingers down there and discovered a swamp. She was so hot and so wet and so slippery, with pussy juice running down her crotch onto the bottom of her thighs and the sheets.

I started with the inside pussy lips, just outside her opening. I ran my fingers down one, then the other, and moved them just inside her opening. I could feel her body tremble a bit when I found a good spot or a good stroke, and stayed with it for a while, giving her maximum pleasure on first one lip, then it's sister, then back to the first. Then I used two fingers, one on each pussy lip, and I stroked up and back, in the juicy wetness. Kathryn was in heaven.

After a minute or two or three of this stroking, I stopped stroking and put two fingers inside her. I didn't know if she would enjoy that, but she pushed her pussy up to meet my fingers, so I knew I was welcome there. I put my fingers as deep inside as they would go, stroking the side walls, then, the best part, the top wall. Once again, I felt her tremble, this time with an audible gasp of pleasure, so I kept that up. I started to move my hand to a new location, but Kathryn objected. "Don't stop," she whispered, "that's incredible. Don't stop." So I put my fingers back inside her, once again stroking the top wall.

Kathryn now put her hand on my thigh and clenched it, holding on tightly to me, to keep me from leaving. But I decided there was a better place for her hand, so I moved it to my dick, which was now fully hard. She wrapped her hand around it.

"It's wet," she said.

"Julia's juices," I said. "From before."

We didn't speak for a bit, as I worked my fingers inside her and she absent-mindedly held and stroked my cock. I decided it was time for the next step, so I whispered to her, "There's someplace even better." With that, I moved my wet fingers up to her clit.

You can never tell which way is the best for stroking a clit. Some girls like it touched directly, but other girls find that too strong, so you need to stay on the side of it. Some girls like gentle side-to-side motion, and some like fast flicking. You have to try things and see what works. So that's what I did.

I approached the clit from the side, just a little away from the tip, and I moved my finger up and down in tiny strokes. That didn't get the response I was looking for, so I moved closer and touched the tip directly. She jumped, then found religion. "Jesus!" she said.

That's what I was looking for. Clit-rubbing should be a religious experience. I moved it side-to-side, then up-and-down. The up-and-down was the best, so I kept with that. Her eyes were open wide and her mouth was open and she was breathing hard. She stopped stroking my dick and just held it tightly in her hand.

Then you know what she did? She moved her other hand to her nipple and began to rub it! Good for her! She found something that worked and went to town with it, all on her own, without anyone telling her to do it. Good for her!

I rubbed her clit the way she enjoyed, and she played with her nipple with one hand. The other hand tightened its grip on my cock almost to the point of hurting it, but I didn't move her away. Her butt was bouncing up and down on the bed and I had to concentrate to keep my fingers where they needed to be. I kept it up, watching her excitement grow. Her pussy got even wetter.

Then she suddenly stopped and pushed my hand away. "Stop!" she said. "I'm going to pee! You need to stop."

Of course, I didn't stop. She was thinking with the big head when she should have been feeling with the little head. The big head was trying to interfere, so I needed to give her body permission to continue. "You're not going to pee. Stick with me," I said. "It's ok. Trust me. You're not going to pee." I brought my hand back and resumed working on the clit. "It's ok," I said. "Just enjoy the feeling. Trust me. Do you trust me?"

She nodded her agreement, and the big head surrendered. The little head was guiding her body now, and, as I had told her, her body knew what to do. It took a little bit of time to recover from the interruption, but soon she was bucking her pussy up and down against my fingers. She gripped my cock in a death grip, rubbed her nipple furiously, and called out to the lord. "Jesus! Jesus! Jesus!" she called, over and over, as her very first orgasm overwhelmed her body. I felt her pussy quivering beneath my fingers.