One time I was at my boyfriend's apartment, studying for finals. He took a break and laid down for a nap, and a little while later I got into bed for a nap too. I thought he was asleep but as soon as I was under the covers, I felt his hands on me unbuttoning and unzipping my jeans. He tugged them and my panties down to my knees and started to finger me. We lay there in a spooning position, his finger thrusting in and out of my pussy while I tried to keep my moaning down and his room-mate was reading across the room. After a few minutes of this I was so horny. I reached behind me and pulled down his boxers and took out his hard penis. I moved my legs a little and held his penis between my thighs, right up against my pussy.
The length of his penis was basically between my legs without being inside me, and I could reach down and rub the head with my hand. He was moaning and leaking precum like crazy, and hearing him was driving me crazy too. I was so wet I could hear the squishing noises as he worked his fingers. This was before we were having sex yet, and masturbation was the furthest we'd gone sexually. All of a sudden he whispered in my ear, 'You have no idea how bad I want to put it in, I can't stand it! I'm so horny!' This almost made me come on the spot, but all of a sudden his room-mate turned sideways in his chair so that he could easily see what we were doing if he looked up. We had to stop, and a few minutes later my boyfriend whispered, 'I'm so horny, I have to take care of this now. I'm gonna go jerk myself in the shower.' He got up and fairly ran into the bathroom, holding a towel in front of him to cover his erection, and I finished myself off under the covers as quietly as I could.