Roommate's Girlfriend

Mark was my roommate for one year in college. We didn't get along well. Nothing bad, but our personalities just didn't mesh. Tonight he had his new girlfriend, Kate, over, though I hadn't seen her as I was in bed trying to sleep. I'm not great at falling asleep. It often takes me an hour or more, so if I got up to greet her or anything like that, I'd be up for half the night. They were being unusually quiet, or at least unusually quiet for Mark. He normally has no qualms about talking at normal volumes when he thought I was sleeping, but I guess he was trying not to seem like too much of a jerk to his new girlfriend. I couldn't see them from my bed as we had our two desks placed between the beds in such a way to give each other a bit of privacy. All I could see of his bed was the legs from below the desk. I could see if either of them was getting out of bed, but once they were in, I couldn't see a thing.

I heard her giggle a few times that indicated that he was probably getting a little hand-sy. I could hear Kate whisper "But your roommate is right there!"

"Don't worry about him." I hear Mark respond, not bothering to keep his voice as quiet as hers. "He can sleep through anything. He's taking sleeping pills or some shit. We had a party here the other night and he slept through the whole thing! Jake even fell on him at one point and all he did was turn over!" Of course I didn't sleep through any of that, but since his friends are even more annoying than he is, I preferred to feign sleeping than deal with them.

"Are you sure?" I heard her whisper, then I heard some rustling and saw her feet reach the floor. I closed my eyes and lay there, pretending to sleep. At a more normal volume she said "Hey! We're going out to grab some food. Want us to get anything for you?" I didn't move. I felt a hand on my calf through my blanket, then a little shake. "Hey!" After a few seconds she let go and I heard her get back into bed with Mark. I didn't hear much for a while besides blankets rustling, some rather sensual moans from Kate, and the occasional wet sound that indicated that something was being licked, or maybe he was fingering her. A little while later I started to hear the unmistakable sound of the bed rocking indicating that he had began fucking her, followed by her moans. On the one hand, I really didn't want to be there for this, but on the other, I was hard as a rock and this was perhaps the most erotic thing I'd ever been present for that didn't involve me. A short while later and I heard a few grunts from Mark that meant that he was cumming, followed by the end of the rocking, and some panting as they caught their breaths.

"I gotta go to the bathroom." Mark said before getting up and after some rustling of clothes, the door opened and closed.

Kate said from the other side of the desks. "You didn't really sleep through that, did you?"

"No." I responded.

"Sorry we woke you up."

"You didn't wake me up."

"You were awake that whole time?"

"Yeah."

"Why didn't you say anything? We could have gone somewhere else. Were you trying to spy on us?"

"No. I was just trying to fall asleep. It takes me forever, so it's just easier to pretend to be asleep so I don't wake up more. I had no idea you were gonna have sex. Sorry about that."

"No no... I don't mind. Besides, it's your room. I'm sorry. I'll have him take me somewhere else in the future. I'll tell him I'm not comfortable with you in the room. I won't tell him you were awake. My roommate never leaves our room, but I'm sure we can find someplace else, or just sneak behind a bush or something."

"It's ok. I'll just pretend to sleep. It'll be like I'm not even here."

"Oooh! You little perv! You want to listen to us have sex, eh?" She said, jokingly.

"Oh, I'm the perv? You're the one who had sex knowing it would wake me, if I wasn't already awake!" I retorted.

"Good point." She admitted. conceding that she was indeed the bigger perv. "He seems to think you're taking sleeping pills?"

"Yeah, well, I have a prescription for them, but I don't like how they make me feel. I just use an empty prescription bottle and filled with homeopathic pills so I can visibly take something if he's here when I go to bed."

"Homeopathic?"

"Yeah. You know... bullshit placebo pills."

"Oh, right." And just at that moment Mark came back in the room. "Oh, good. You're back. Ready for round two?" She asked.

"Not yet. Soon, though."

"I'm really close. Can you go down on me?" I think she was trying to torture me.

"Nah. I told you. That loses all it's appeal after I cum. Let me just play with your tits a little and I'll be hard again in no time." They didn't talk after that. There were the occasional wet sounds and moans until a little while later when the rocking started again. Kate was more vocal this time, and when her orgasm came, she made it known. That put Mark over the edge, too and he came just after.

I was lying on my side facing the desk and saw Kate's feet hit the floor. She came around the desks to the foot of my bed and looked right at me. I didn't hide that I was awake. She was wearing a large t-shirt that was big enough to hang down to her upper thighs. I couldn't tell if she was wearing anything under it. "Wow! He really can sleep through anything!"

"Told you!" Mark replied.

She took a couple steps toward me, ran her hand up the back of my leg and gave my butt a squeeze. Luckily that was out of sight for Mark, cause I'm not sure how he'd react. "I'm gonna go pee. Be right back!" She gave me a big smile, spun around and headed out. When she came back in a little while later, she climbed back into bed with Mark and we all drifted off to sleep.

By the time I woke up the next morning, they were both gone. I guess I actually can sleep through some stuff, once I get to sleep, that is.

~~~~~~~~~~~~~

It wasn't until three days later that Kate showed back up. Again, it was already late and I was trying to sleep, and so they, or at least Mark, thought I was sleeping. They sat around drinking some and watching some videos on Mark's computer for a while. I took a quick glace to see what they were up to and noticed Kate was wearing a rather short pleated skirt. Skirts like that are like crack to me, and my rather low vantage point meant that the chances of a quick upskirt were heightened. So, of course, I kept taking quick glances to assess the situation, but to not get noticed. It wasn't long before Kate moved behind Mark and was leaning forward against him to look at the screen. She had aimed her butt right at me and her skirt had raised up just enough that I had a clear view of her panties stretched across her pussy. Nice white cotton panties. Seems with the pleated skirt she was going for the 'schoolgirl' motif tonight. She wasn't very close, and the lighting wasn't great, but the white color made them quite visible. I laid there admiring the view for a bit before she stood back up and I closed my eyes again. I checked a few more times, but wasn't afforded quite such a good view again.

Mark left the room to go pee, again, and Kate came over and sat in my chair. "You're not asleep, are you?"

"No." I admitted. I was laying on my back with my head aimed at my desk. I opened my eyes and she was sitting there with her legs aimed at my bed, but not my face. The height of the chair put her legs right at eye level to me lying in bed. Her skirt was positioned in such a way that if she turned a bit in the chair, I'd be able to see right between her legs, and she surely knew this because she kept rotating in the chair back and forth to tease the view, but snatch it away just before I could see.

"I have to admit. It's kinda exciting having an audience."

"I heard." I joked.

"You liked that, eh?" She prodded. I smiled. "That was for you, actually. I tried to get him to go down on me while he was recovering, but he wouldn't. By the time he was ready to go again, I had cooled down enough that I wasn't close to cumming by the time he was, so I faked it. Didn't want to disappoint the audience!"

"Well, bravo on the performance. Had me convinced! And I don't necessarily blame him. The lube on those condoms doesn't taste great."

"Oh, I don't need lube, and there was no condom. He was complaining about his cum. I don't always cum from straight sex, so I ask him to go down on me after he's done, but although he says it sounds exciting when he's horny, he says he loses interest after he cums."

"Oh, yeah. That happens. Things that sound great when you're horny don't sound so great when you're not."

"Sounds great, does it? You like the idea?" she pivoted in the chair till I could see between her legs right up to her panties.

"When I'm horny, yeah. But just as I cum, nope! As a result, I've never actually done it." I replied, transfixed on the small bit of white fabric I could see.

"Aww, that's too bad. The idea makes me horny as hell." she slid her hand up her inner thigh, making her panties more visible. "Can't get anyone to do it, though."

And at that moment there was a sound at the door indicating Mark was back. Kate pulled her skirt back and I closed my eyes. There was a pause before Mark said "What are you doing?"

"I'm watching him sleep. It's kinda fascinating, actually. I wake up at the drop of a hat, so someone that can sleep through anything is interesting to me. I had a friend a couple years ago that could fall asleep at a moment's notice and she'd sleep through almost anything." She giggled. "One time, we stacked a few cups on her, you know, like you do when someone's passed out. Didn't phase her in the least. I used to watch her sleeping too. I don't know. It's like I can maybe learn their secret if I study it long enough."

"His secret is drugs. I told you. He'd sleep through a bomb going off. Watch!" He smacked my leg hard a few times "Hey! Wake up! See? Nothing. Speaking of sleeping. I'm going to bed. Come on..." He stated.

"Go ahead. I'll be over in a minute." I heard some rustling that indicated he was getting undressed and then the sound of him getting into bed. I opened my eyes and Kate was still there looking at me.

"Have you ever checked him out?" She asked Mark.

"What do you mean?" he responded from the other side of the desks.

"Well, he sleeps through anything. You never got curious?"

"Curious of what?" Mark seemed confused.

"Oh, you know what I mean. Pull the covers back and just take a look?" She flipped my blanket off of me, leaving me lying there on my back with just a pair of underwear stretched over my cock, doing a terribly poor job of hiding my erection.

"What? No! I'm not gay. Why would I do that? I mean... did you ever check out that girlfriend you mentioned?"

"Oh yeah. A few times, actually. It was quite exciting!" she admitted. "Come over! Take a look! He's got quite a nice cock!" She urged Mark on. She leaned over and started running her hand along my cock. She looked me in the eyes and was grinning like she was holding back from blurting out her secret. Then she turned back to stare at my cock as she stroked it. I kept looking back and forth between what she was doing and under the desk, in case Mark decided to come over.

"You're checking him out? Why?"

"It's exciting! You've never snuck a glance at someone?"

"Well, sure, but you can come over here and look right at me. I'm naked!"

"It's more fun when they don't know you're doing it, right?" She kept running her hand along the length of my cock. "Come on. Come take a look!"

"I don't want to look at his penis." He stated.

"You're never been curious? Not even once?" She asked, her hand nearly wrapped around my cock. My underwear was the only thing stopping her. There was no answer from the other side of the desks. "You have been! I knew it! Come here and look at him! It's nice and stiff! You can hold it. Stroke it. Hell you can probably suck on it some and he won't wake up!" Still no response. "I wonder if he'd wake up if he came."

"Will you stop that and come over here?"

"You shouldn't complain. This is making me really horny." She stood up. I thought the fun was over but she started unbuttoning her blouse. I could see the first glimpses of her bra as she pulled the blouse out from her skirt, then flipped it off her shoulders. She was in a soft fabric bra that didn't hide her nipples, stiff as they were, poking at the fabric. She tossed the blouse over the desks.

"What are you doing?"

"It feels like he's watching me. This is scratching my exhibitionist itch. I almost kinda wish he was awake. My nipples are hard. He could see them if he was awake! You think he'd like that?" No response. She reached back and unclasped her bra, then slipped it off her shoulders. Her breasts were perfectly formed. Not too big, not too small, with perfectly shaped nipples poking out, just asking to be sucked on. She tossed her bra over the desks too. "I'm just two feet from him. All he'd have to do is open his eyes and he could look at my tits!" She took my hand and placed it on her breast. "I like to take risks in places I might get seen. You know? Go to the mall, pick a changing room that you can see while shopping. Leave the curtain open just a bit. Take off my clothes. Imagine people were watching me. Take off my panties even though I don't need to. It would get me so wet!" I was rubbing her breast as she said that. "Sometimes I'll go hiking alone in the forest. I'll strip naked and walk as far as I dare away from my clothes. You ever do anything like that?"

"No, but I'd like to watch you do it!" he admitted. So would I.

"I'm gonna take off my skirt!" she moved my hand down to her side. She reached down and started rubbing my cock again, then nodded down to my hand, and I noticed a zipper. I grabbed it and pulled down. Her skirt fell down to the floor leaving her there in her panties. As I saw before, they were white cotton bikini panties, but what I hadn't seen was how small they were. They were 'full' panties, in that they weren't 'string'. There was a thin strip of cloth that connected the front to the full back, but they were very low rise. Her pubic hair would come well above the top, if she had any. She obviously did not as the cloth stretched across her lips and showed a distinct crease down the middle. I stared transfixed at them. "He can see my panties. I can feel him looking right at me!" She moved closer to my face and I could see every detail. Her fingers slid below her waistband, and at the same time, her other hand reached inside of mine, grasping my cock. "I'm playing with myself right in front of him!" And she was! Sliding fingers down between her folds, then down inside of her, then back out again and rubbing at her clit, while she kept slowly pumping my cock. "Should I take my panties off?" she asked Mark. No answer. "Tell me to take my panties off! I want to be nude in front of your roommate!"

"I, uh..." was all he could muster.

"Tell me!" she insisted.

"Take off your panties!" he said, and without releasing my cock, her hand pulled out of her panties then pushed them down. First one side, then the other, and finally they fell to the floor. She dipped a finger back inside herself then put it under my nose and I could smell the wonderful aroma of her sex. She put the finger in my mouth and she tasted as good as she smelled. Then she took my hand and put it directly on her pussy. As I began to run my fingers along her slit, her hand moved up to play with her nipples.

"I'm totally nude in front of your roommate!" she exclaimed. "I want him to open his eyes and watch me play with myself!" I slid a couple fingers inside of her and was trying to stimulate her g-spot. "Oh god! It feels so good! He's watching me! He's looking right at my pussy! Oh! He's gonna watch me cum! I'm gonna cum right in front of him! Open your eyes so you can watch me cum! Oh! Uuuuugh!" And she came. I could feel her pussy pulsing around my fingers. She pushed them away as she caught her breath, letting go of my cock. I was horny as hell and not to far from cumming myself, but not close enough. She mouthed "Thank you!" then grimaced "Sorry!" as she moved back around the desks.

"Wow! That was intense!" Mark exclaimed.

"Shut up and fuck me. We're nowhere near done for tonight!" The bed started it's rhythmic squeaking. "That's it! Give it to me! Make me cum again!" She was laying it on thick. "Fuck me with that big cock of yours! Uh! Keep going! Cum for me! Cum deep inside my pussy! Oooh! I'm getting close! Don't stop!" Mark grunted. He was cumming in her. The squeaking stopped.

Winded, Mark said "Wow! Your little show really got you going! I never heard you like that!"

"You got me really close. Can you? Please?" she begged.

"I can't. I'm sorry. I just... it doesn't seem... Sorry."

"C'mon. Look at me playing with my pussy, rubbing your cum all around. You know you want to!" She's a good salesman.

"You know I want to, I'm just not feeling it now."

"Fine. Go and get us some food. That sandwich shop is open late isn't it?"

"What? Uh, yeah, but that'll take a while and it's late. I wanted to get to sleep."

"You're not going to sleep until I get my oral, bub. I want you to go, and the whole time you're gone, I want you to think about eating me out when you get back. That trip should give you plenty of time to recover." She was adamant.

"I don't know..." He waffled.

"Don't think about it now. Work up to it, but you're gonna eat me out when you get back, even if I have to sit on your face to make it happen!"

He made some sounds indicating he was unsure of this whole thing before saying "What do you want from the shop?"

"Hmm... Some turkey, maybe ham... some nice creamy mayo right down the middle." She was enjoying messing with him.

"You're crazy. I like that! I'll be back." and he headed off.

"Can you believe that? Left me hanging." She complained.

"He's not wrong. Once a guy cums, all interest is gone. I don't blame him. You have to be really horny to find it sexy." I admitted.

"You have to be really horny, eh? What about you? Did you jerk off listening to us have sex?"

"No... I don't have an easy way to clean up over here. At least not quietly enough."

"Then how 'bout it? You wanna have a go?" she offered.

"You serious?" I couldn't believe my ears.

"Very." I hopped out of bed and moved around the desks. She was lying on her back, hand between her legs playing with herself. Her pussy was glistening with moisture and there was a small pool of cum at her opening. "Wait! Not before I get my eyeful, too!" she exclaimed and made a motion with her hand to indicate I should get undressed. I slid down my underwear, releasing my cock to spring back up as the waistband freed it. "Very nice!" she was staring directly at my cock. "Proceed!" she joked as she motioned down her body. I positioned myself between her legs and took a deep breath, savoring the aroma. The intoxicating smell of pure sex emanated from her as I lowered my head and took my first lick. "Mmmmmmm!" she moaned as I began to explore her folds. Her smell was nothing compared to how she tasted, but along with her flavor was his. His cum was a thin coating on her lips, and the flavor wasn't bad at all.

In fact, and especially mixed with her, I actually kinda liked it. I licked up the middle of her opening, collecting the large drip of cum that was escaping her, then swallowing it down. "Well, what do you think?" she asked. I answered by diving back in and probing my tongue into her. "Oh my! Seems you like it a lot!" she responded, and she was not wrong. As I continued to lick around her delicious folds, then up to her clit, flicking it with my tongue then sucking it into my mouth, she gave off moans of pleasure. I was fueled by her excitement, which built over the next few minutes till her hand grasped the back of my head, pressing me into her as her other hand covered her mouth to stifle her cries as her orgasm overtook her. The pulsing of her pussy pushed out a bit more of his cum which coated my tongue just before she pushed my head away. "Holy shit! That was great!" she exclaimed as she pulled me up, then in for a kiss. "Mmmm. I can taste myself, and his cum! Delicious!"