Listening in #3: The Girl Upstairs

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The girl upstairs made lots of passionate noises that turned me on!


One of the best times I listened in on lovemaking was when I lived by myself in an 'apartment', two rooms and a bathroom under an older house on a tree-lined street. My living room opened out onto the backyard, which I shared with the occupants above, who also shared the laundry in a hallway between my living room and bedroom. To get to my bedroom, I had to walk through the shared laundry.

I spent most of my time in the living area, which was light and airy and large; the bedroom was small and dark, with one small window that looked onto an alley with the neighbor. I only slept there.

About a month after I moved in, a new person moved in upstairs, a short, cute, athletic sophomore girl. She was taking a year off and working as a lab assistant. We met at the laundry and in the yard, and liked each other and talked a lot. She was very friendly and enthusiastic. Soon, not surprisingly, because she was very attractive and nice, she had a boyfriend, who began staying the night.

Because my bedroom was under hers, I heard everything as if I were lying under the bed. At first, they were pretty quiet, giggling and teasing and petting. A few times, lying in my warm bed, I heard their sweet sounds and got an erection, and quietly stroked myself, imagining her lovely body (she has nice round tits-34 B's, I checked out her bras--and a fine baby's bottom).

After a week or two, I was awakened hearing some deep moans, and immediately got turned on. I imagined them fingering each other to gentle warm orgasms. Then the fun began...although my neighbor was small and sweet, she was VERY passionate, and when they started having full on sex, she was VERY vocal!

At first, I felt dirty listening in, but then I realized that actually I wasn't 'peeping' on them-they were disturbing my sleep (hee, hee). And so I joined in, enjoying the warmth and sweetness of Karen's sexy sounds. I masturbated very freely and nicely; somehow I didn't feel lonely, but kind of fell in love with Karen and her different moods that I would hear each night. Karen was really a very warm, loving type, and you could hear it in her sex.

I would meet Karen in the yard, or the laundry hallway, and we always enjoyed talking for a while. I felt very free to let my feelings for her show a little, and she was very sweet.

Unfortunately, her boyfriend wasn't so nice, and after a while he was arguing with her, and making her life kind of awful, and they split up. Karen broke loose went kinda wild and had several, maybe twenty, 'one night stands', some of which were very, very wild. My masturbation got wild, too.

And one afternoon, I heard the sounds of two girls-Karen had brought home a girlfriend; she was very tentative, but from the sounds, she had a good time.

A couple of days after that Karen was doing her laundry when I came out of my bedroom door. She looked a little startled and said, 'What's in there?'

'My bedroom.'

'Your bedroom?? I thought it was a storage room.'

'No, it's my bedroom.'

'Do you sleep there??!'

'Yes, of course.'

'It's under MY bedroom.'

'Yes, it is.'

Karen turned bright red and was speechless for a long time.

'Can you hear me....making noise.'


'Oh, my god! That's disgusting. You know everything about me!'

'Well, I know you're a very warm, loving person. And passionate.'

Karen got flustered and left. I felt kind of bad. I didn't know what to do, though. About an hour later, Karen knocked on my door.

'I'm sorry,' she said, 'it's not your fault, I'm just shocked.'

We talked for a long time, and she began to relax and feel comfortable. Then she said, 'You masturbate listening to me, don't you?'

'Yes-I can't help it.'

'I don't know if I'm repulsed or turned on by that.'

'Well, if you knew how I liked it, you'd be turned on.'

She smiled, but was uncomfortable.

'Tell me about me,' she said.

'You're a passionate lover, you like so make love a long time before you have sex, ah, you like to masturbate, too, and, oh, you have 34B's, and usually you wear a plain white bra, but when you go out, you wear black lace uplifts with thongs.' (I didn't tell her that her thongs usually smelled of pussy juice when she came back, or that I'd taken one of her sweaty tee shirts to bed with me because I liked her smell so much).

Karen turned red and smiled.

'Did you hear me last week?'

'With the girl?'

'I've never done that before. I liked it.'

We talked until the wee hours of the morning, and opened up to each other about our sex lives and all kinds of things. Karen was almost a virgin when she moved upstairs, and now she was VERY busy exploring sex. We didn't see each other the next day, and I worried that she was turned off by the thought of me masturbating under her bed. The next night, though, very late, I heard Karen masturbating, and it was obvious that she WANTED me to hear. I came at the same time as she did.

A few minutes later, there was a knock on my bedroom door. It was Karen, in a long tee shirt. She laughed a devilish laugh and said, 'How was that??' I said it was great. She kidded me, 'I would have come down sooner, but I wanted to give you time to clean up.'

We got into talking again, until late, late at night, about masturbation, sex and other things, like her her sister since she was six.

A couple of days later, she went out. I went to bed, but at about 1am, I heard a knock on my door. I got up, naked, and opened it. No one was there, but a pair of panties was hanging on the knob. They were DRENCHED with fresh pussy juice. I spread out on my bed and smeared them on my cock, and smelled them, and began to masturbate. Upstairs was quiet, and then I heard sighs and groans-Karen was masturbating! She was really noisy, abandoned, and I counted at least three pretty good orgasms. My cock was stiff, and after I came it hardly shrunk, and I had another orgasm when Karen let out an incredible cry.

The next morning, Karen came downstairs and I made her breakfast. She was kind of wasted. She told me what happened: She went to a dance club, a great place that played lots of international dance and folk, and was a kind of crossroads meeting place for different races and nationalities. Sort of a cross between the Star Wars Bar and Casablanca. Everyone dances with everyone else, and it's very friendly. And hot!

She danced for a long time and was sitting down resting when a handsome guy from, she thought, Ethiopia, and sat next to her. He smiled, and then put his hand on her thigh. She opened her legs (surprising herself!) a little more. He slid his hand under her skirt, and began to masturbate her. She said her clit was just throbbing, but for a long time she couldn't cum, because he never pulled her panties aside.

When she came, she said she almost blacked out it was so intense. She completely lost herself. Then a girl came over and gave her a big juicy kiss on the mouth. The guy smiled. In a few minutes, he very politely left. Karen's head was spinning, not to mention her body, and she couldn't think of anything to do but come home. On the way back, she couldn't wait to get home and masturbate. She realized her panties were soaked, and thought it would be devilish to leave them on my door knob.

I told her how I hadn't had orgasms that intense in a while, and said any time she wanted to leave things on my doorknob it was ok. We talked some more, and she asked me what I fantasized about her when I heard her having sex. 'Your breasts, mostly, I think they must be beautiful, and last night, your pussy,too' I asked her if she shaved (no). I asked if she was very hairy, she pulled up her skirt and gave me a shot. She was very trim and neat. We talked more. She was very curious about guys masturbating, and kept asking questions about it. Suddenly she said, 'Masturbate for me.'

My god, I got so scared my prick shriveled to nothing!

'Come on! I've never seen a guy masturbate!'

After a while, I calmed down and started to get an erection, but it was shaky going until Karen teased open one of her breasts. Suddenly it was all I could do to keep from cumming way too soon. I gave her the best show I could....I really was embarrassed. I think that she felt the tables were turned, we were equal now--we'd both been exposed.

After that, Karen and I became confidants-she would tell me everything about her sex life, even sometimes coming downstairs after a guy, or girl, had left, to laugh or cry about it. Sometimes she really wanted just to talk, other times I knew that she was telling me things to get me horny and torture and tease me. In fact, she even said so once. And another time said she masturbated thinking of me masturbating on her. Well, it worked, I was horny all the time thinking about her. God, she had the best firm, round breasts. I was dying to see them!

Karen came down a few days later, and spent a long time beating around the bush and then said she wanted to watch me masturbate again. I suddenly got angry, and said something like I'm not just a freak for her to watch. I wasn't going to just sit there for her to examine me--if she wanted to share the pleasure and good feelings with me, fine, but if she just wanted to stare, forget it! She left and went upstairs. I was very upset, and figured I'd blown it with her totally.

Hours later, at about 11pm, she came downstairs and knocked on my door. She looked sheepish and very sexy, and gave me a big, long hug. She was wearing nothing but a robe. She smiled and said, 'Ok, you win. It turns me on to watch you, so...I guess.....I'll just let you enjoy it, too!' She dropped her robe, and showed me everything. Her breasts were so round and firm and beautiful. We sat on the bed and pleasured ourselves for a very long time.

I was dying to do more, but it never happened. Not that night, at least. A few weeks later, we had sex and she spent the night in my bed. That was the only time. We continued to masturbate together, off and on, until the end of the semester. We also masturbated 'about' each other, too, and then it was a real turn-on to tell the other about it. We stayed friends, and continue to 'talk dirty', even though we live far away from each other now.



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