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My Girlfriend Didn't Know

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This happened a few years back when my girlfriend was in college. She lived in an apt/dorm and had this gorgeous roommate. It was always fun hanging out and watching them bounce around in there skimpy shorts and revealing pj's. I think her roommate, we will call her "Shelly", sometimes teased deliberately. She would always come out of the shower and have slip up's with her towel etc. The room was set up so you walked in and there were two full beds against the back wall. The beds were seperated by about five feet. Anyway this one night all three of us were there. I was in bed with my girlfriend and Shelly was in her bed. We were watching a movie. Now my hand was strategically placed in between my girlfriends legs, nothing was going on it's just a place I like to keep my hand. About halfway through the movie I glanced over and saw Shelly wrapped in this thin blanket. She kept looking over at my hand and I could see some subtle movements under the covers around her pussy. She was wearing those short loose college shorts, with the logo on the ass. I assumed she had moved those to the side and was playing with herself through her panties. Anyway, I looked over to see if my girlfriend was seeing what I was seeing and she had fallen asleep. Well I kept glancing over at Shelly, wondering if she was really doing what I thought. About ten minutes into me looking it was obvious she was masturbating very slowly and quietly. I moved my hand from between my girlfriends legs and started to touch myself. I had these pj pants that had a perfect slit in the front for easy access. I just started tickling the underside of my penis being sure not to wake my sleeping girlfriend and not to disturb my friendly masturbating neighbor. A few minutes after I touched myself, I noticed Shelly looked down to see if my hand was between my girlfriends legs. When she noticed it was not, by accident I assumed she darted her eyes right to me and noticed my eyes were locked right with her's. She immediately withdrew her hands quickly from her pussy, I heard the snap from her underwear, and she glanced away from me quickly. After a few seconds she looked back over and I smiled at her and whispered "its ok". I then pulled back the covers to expose to her my dick that I was tickling. When she saw this it was almost immediate hard for me not to cum. She slowly pointed at my girlfriend and I whispered again "that she was asleep". Shelly then almost immediately put her hand back on her pussy and started to shuffle around under the covers. Both of our eyes were locked on each other and on each others hands. She eventually threw back her covers and there I saw her hand rubbing quickly in circles around her pussy. She had her panties and shorts pulled aside rubbing furiously. I had my dick in my hand and needed some lube so I grabbed the lotion from the side of the nightstand and proceeded to apply. This was almost too much for her as I heard her gasp and start to shudder, her back arched and she rolled her head over into her pillow. I was on the verge of cumming, my hand was sliding up and down over my shaft and I hadn't even thought about where I was going to cum. When Shelly looked back over she took the hand she was masturbating with and started to suck on her fingers, that was all I could stand and I ended up cumming in spurts on the floor next to the bed. It was dripping all over. We both looked at my girlfriend to see if she was still asleep and I was amazingly sure she was still passed out. I wanted to get into the shower with Shelly to continue our fun but I didn't know how to go about getting out of bed without creating too much noise. Shelly had covered back up and was just gazing at me, the movie still flickering in the background, I still had my dick hanging out as it was still throbbing. I think we both knew that, that was all the fun we were going to have for the night so she shut off the movie and we both rolled over for sleep. Around 3:00a.m. I was awakened by the movement of the bed, my girlfriend was coughing pretty bad and was complaining of being sick. Her coughing woke Shelly up as well and my girlfriend said she was going to take a hot shower. Well Shelly and I looked at each other immediately, my gf closed the door to the bathroom, and Shelly jumped up and darted over into my bed. We started kissing and she started humping my leg, (my pant legs were risen from shuffiling around in sleep) she had removed her panties sometime during the night and she had her shorts to the side. She was so wet and was shaven completely. We both said we had to be quick almost at the same time, she took my dick out and started to stroke it as she rode my leg. She was a virgin so I knew I wasn't going to get to have sex with her, so I let her do as she wanted. I had her shirt up and was sucking on her glorious tits. Within three minutes she took my hand and put it on my dick and she put her's on her pussy, there we were making out and masturbating in my gf's bed while she was in the shower, we both came in a matter of moments, our moans covered by us kissing. My cum ended up landing all over Shelly and she couldn't do anything about it because we heard the water shut off to the shower. Shelly jumped out of the bed and crawled into hers pretending to sleep. I wrapped up everything and rolled over pretending to be asleep. My gf eventually came out got into bed and gave me a kiss goodnight on the cheek. I didn't know what had just happened in the haze of the orgasms but I did know that I didn't want it to be the last time. Stay tuned....

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