Watching

This happened to me while I was in college. My room-mate was a girl named Jill. She was beautiful. Dark hair and a fantastic body. It was very late on Saturday night. I had gotten back to the room early, about midnight or so. I thought Jill was gone for the night. I got undressed and laid on my bed, which was across from hers. I was feeling more than a little horny. I masturbated at least once a day, usually more. I was naked and started touching my breasts. My nipples are extremely sensitive and large. They get much larger when I get aroused. I touched my nipples and teased them until they hurt. I slowly let my hand drift down to my pussy and lightly touched my clit. God, I almost came right away. Just as I was getting into it, I heard the key in the door. I quickly got under the covers and pretended to be asleep. Jill came into the room and started to talk to me, but stopped after she saw that I was asleep.

She turned on the light next to her bed and started to get undressed. I watched her. I had seen her naked before, but for some reason watching her now was really making me crazy. She took off her bra and I looked at her large breasts. Mine were big, but hers were bigger. She also had large nipples. She massaged her breasts for a minute, then took off her panties. She was almost completely shaven, something I had never noticed before. She briefly touched her pussy, then turned to the closet and put on a large t-shirt and climbed into bed. She lay quietly for a minute, then she started to move around under the covers. She took off her shirt and then lay quiet again. Our beds were on opposite sides of the room, several feet apart. She looked over at me and seemed to be comfortable enough that I was still asleep.

She started to massage her breasts again. Soon the covers had come down enough so that I could see her full breasts and large nipples as she played with them. She was clearly enjoying herself. She moaned very quietly and one had disappeared below the covers. It was obvious that she had started to touch her pussy as she arched her back. I was soaked. I tried to be still as I started to play with my clit. I knew I was going to have to be very quiet, something I knew was going to be difficult, considering the state I was in. I was very close to what was going to be an incredible orgasm when Jill sat up in her bed and kicked the covers off herself. She looked over at me and saw that I was awake. She didn't miss a beat. She stared right at me as she rubbed her clit furiously. I picked up the pace a little and started to feel the first waves coming over me as she started to cum. She continued to look at me as she started to shake and moan. Her head flew back a couple of times as she came. Her orgasm seemed to last several minutes. I was cumming too. It hit me so hard I cried out. The covers came down and my tits popped out from under them. I put my hand on my tits and continued to rub my clit. I saw that Jill had finished and was now just watching me. When I saw that, I started to cum even harder. After what seemed like hours, I stopped and looked away, embarrassed.

Jill got up with out a word, put on her t-shirt, shut off the light and got into bed. I could not believe what had just happened. I waited a few minutes and masturbated again, this time pulling the covers off me completely. I never heard a sound from Jill, but somehow I am sure she heard me. The next morning we went about our business as usual. We never spoke about it and it never happened again. I really wish it had because it was the best orgasm I have ever had.