Right out of college I had two roommates. One was a guy and the other was a good friend, Fran.

We both had huge crushes on Fran, but she was dating a guy and we were all roommates, so I needed to stop thinking about her sexually. So I just tried to think about her like a sister and it worked... mostly. When she would run from the shower to her room in a towel. Her long lanky legs, her body bouncing slightly as she'd hurry to her room.... My god.

It was hard, but I did it. I promised myself I wouldn't jerk off to her and that really help.

One weekend Fran's BF came to town, so me and my other roommate decided to be scarce. I told Fran I'd be at my GF's by the time she and Matt, her boyfriend, got home.

I had a rough work week so I put my head down on my pillow for a second-

And woke up to the door opening. Fran and Matt were coming in. It was around 7. I could hear them chatting, making a plan for dinner. I got up to say hello when I heard kissing. I stopped, genuinely to give them privacy. They hadn't seen each other in a month.

But the kissing kept going... and then I heard the "Mmmmm" that says something more than a kiss. I stayed quiet. Clearly she expected me to not be home.
I heard the thunk, thunk of Fran kicking off her boots and they passed my room to go to hers.

I felt trapped and a little embarrassed. What should I do?
A few moments later and I heard Matt "Oh yeah.... Ah god..."
I immediately felt my cock grow in my underwear and wasn't conflicted after that.smile

I lusted after Fran in college. She was empirically hot, and holding back from thinking about her sexually made me burn hotter for her in this situation. I slid slowly out my door and looked down the dark hallway to her room.

I couldn't see Matt, I couldn't see all of Fran even, But I could see her long legs folded under her sleek body, on her knees, moving back and forth, clearly giving him head.
"Mmmm god...."
My god. I quietly stroked through my underwear. I slowly moved closer. Fran stopped sucking and leaned back. I could see her looking up at him. I could see her arm moving. stroking him.
"Did you miss me?"
"I missed you so much."
"I can tell." she said with a smile. Matt chuckled and she dove back in.
"Hah god you're so fucking good... so fucking good. Uhhh."

I moved and finally saw Fran in total. Her long back, her head, her hand, moving in rhythm, giving Matt a blowjob I'd kill for. Matt was moaning and praising her "So fucking good, ah god... suck it.... uh fuck yeah... you're so good."

I was throbbing hard. Stroking slowly, trying not to make a noise.

Fran took Matt's ample cock out of her mouth and looked up at him. Her hand never stopped. Matt just moaned.
Fran stood and I had to check my strokes. Her long legs, in black thigh stockings led my eyes to her perfect little ass in tight lace undies. My cock swelled at her delicious body, her milky thighs framed between her stockings and her tight lace undies.
Her breasts were perkier then I would have dreamed.

She took off her panties, stepped to the bed and lay down. Matt got on top and without much other foreplay, he and Fran were guiding his head into her. Her tiny muff... to this day I wish he went down on her, but it had been a month, LOL.
Fran started to move her hips, he worked his cock deep.... After a couple secs Fran let out a "huhhhh yeah..." She was wet, he was hard, they started fucking and Fran let out a gutteral "Huuh fuck yeah..."

Her long legs up, flaying to Matts bumping. Fran put her hand on his chest, she looked down. "I love feeling you in me."

Matt grabbed her. legs, folded them into her and ground his cock in. They both groaned with pleasure . Fran look down, watching his cock thrust in and out of her "Huuuh god!. you feel so good."

He was over her, Fran's knees around his arms, her ass lifted off the bed slightly... My god.... seeing her sleek body, her tight little ass... I swelled in my hand. Precum dripped on the floor.

Matt could fuck. Fran was in bliss. "Fuck me, fuck me... huh god... hard hard, harder... harder..... Mmmmm mhuh!! She had a finger on her spot and she was building up. "huh khiss mmhe.." He kissed her wildly and she moaned. She move and got her legs around him. Matt ground into her. "Huu right there.. right there..."

Matt lay on her, his weight on her, grinding, she lost all control "Huhhh fugh mhe fugh mhe... Huhh... huhhh... huhh... huhhh HUHH ghhhaaa!"
Fran's legs shot straight and she ground hard up into Matt and he rode her through her orgasm. "Ho....huhhhhh!" She squirmed and rolled in pleasure.

I was thick and hard in my hand. trying not to cum b/c....

Matt hadn't cum. He rose on his hands looking at his beautiful girlfriend rolling an orgasm on his cock. When she came down to earth he stroked in her. "Hooo god... I fucking love you...." He was watching his cock disappear in her wet lips. "I love you so much."

I felt a little shitty and wanted to back away, until Matt pulled out of her and said.... "roll over."

Fran gleefully got on her hands and knees, her ass in the air, she got on her elbows. Matt got on one knee found his spot and pushed. "Ho my god- you're so fucking hard. huhh fuck! You feel so fucking big" She got on her hands to push against Matt's firm thrusts.

Her nubile body quaked as they thumped against each other. Fran rolled her back. I imagined my cock swooping around inside her and almost moaned...

Matt could really fuck. As he rolled around in her, He was pushing so hard into her they moved up the bed. Fran. put her hands on the wall. Now it was Matt's turn- "Ho my god, you're so fucking sexy!" Fran put hard hands high on the wall, her back arched, her ass served high for Matt's pleasure, her breasts bounced with every pump. "You're so fucking hot!"

Fran moaned with each pump. "Huhh Ghd.. fhak me huh mmm mmm mmmmm huh ghad. "

I was on the edge, dripping cum. I wanted to cum when Matt did. I wanted to savor every second.
I was anticipating cum on Fran's ass when Matt started to build. Fran pumped her sleek framed hard against him. Huh huh huh!!
I hadn't figured on cumming in the hallway, so.... I put my fist around my swelling head, waiting to see cum on her beautiful ass.

Matt was red with lust, he was panting with desire to release. He pulled out held his really thick cock "Come here..." Fran turned quickly. On her hands and knees she put his head in her mouth. "Gggaahhh! Holy fuck! holy fuck! Matt pulsed his hips, his cock pushing in and out of Fran's lips, filling her mouth with cum.

I swelled, and let a load of cum out in my hand. It was hot and filled my fist quickly as I imagined it was Fran's mouth. I tried to catch all of it. cum dripped between my fingers. Cum dripped from Frans lips and chin.

I slowly went to my room. Matt and Fran cleaned up and went out for dinner. I quickly cleaned up and dashed! She never knew I was theresmile!

I hope you liked this memory. Comment, or if you're shy, PM me. I LOVE to hear about what you think.