Bee returned from her lunch time lecture to find me on her bed, see-through lemon panties pulled down so that my cock was free and the waistband was hooked under my balls, putting pressure on them as they tightened. My hand was slowly moving up and down my cock, the landscape of it changing as it became ever harder.
She began to say something but I lifted my finger to my lips and she stopped and listened and a sexy little smile formed on her lips. She walked quietly over to the bed and joined me, landing a kiss on my cheek and whispering in my ear, "pervert."
"They're at it again. About ten minutes so far. I think he's eating her out," I told her and then we just lay there for a minute listening to the gasping noises coming through the thin walls of Bee's room.
She brought her hand to my cock and began to lightly stroke it. "It got you this hard did it? Listening to Douglas next door?" she raised her eyebrows and I tried to reply in indignation but she chose that moment to give my dick a gorgeous squeeze and it turned into an, "mmm."
There was the sound of creaking springs next door and the next thing we heard was a pair of lips loudly slurping on a cock and a deep male moan.
"Or is it listening to Alice that makes you this hard?" Bee teased my cock now, moving her hand up and down at an infuriatingly irregular pace. I would not have admitted it to Bee but the image of Doug's new girlfriend with her dirty blonde hair, wide hips and E cup boobs probably had played a large part in getting me to this level of arousal.
"It's just the sound of people having hot, noisy sex," I told her, and this was also true. "It turns you on too."
"Maybe," she smiled coyly.
On the other side of the wall Douglas' moans were getting louder and from the muffled throaty moans I could tell that Alice was sucking on him more and more vigorously.
"Listen to that," said Bee, as if I wasn't already. "It makes me want to do the same to you. Such a shame I have another lecture to go to. Maybe I'll have to leave it to you to get yourself off," she said and dropped my cock.
"Don't go," I begged. "Please don't stop that."
"This?" she asked, taking my dick and beginning to wank me off harder and harder. Her little hand was flying up and down my shaft faster and faster until she suddenly stopped. I began to protest but she lifted her finger to her lips for silence.
Next door there were muffled voices and more creaking and soon there were tender moans and the creaking of the bed had become rhythmic and regular.
"Mmm... she's riding his cock," Bee breathed in my ear and began to stroke me again. "Those big boobs of hers are probably bouncing up and down as she slides her wet pussy down on his cock. He's probably grabbing her hips and trying to drive himself in further."
My brain was filled with the image that Bee was creating with her words, supplemented by the sounds coming through the walls. Alice's huge tits bouncing perfectly in time to her movement, her juicy cunt sinking down on his rock hard dick whilst her hair flew all around her and she moaned in ecstasy. I pushed that image to one side and concentrated on the sight of Bee's soft hand tightly gripping my shaft and jacking it in time with their fucking.
She licked her lips and ordered, "come for me."
I obeyed. My spunk began to spurt out, coating Bee's hand and running back down over my cock, drenching my knickers. As my cock twitched and the last of my cream spilled out I identified the long moan interspersed with yelps that I could hear as Alice climaxing and the deeper moan that followed as Douglas following.
Bee kneeled up and looked down at me, messy and naked on her bed. "Better go to my lecture then. Get yourself cleaned up, eh?"
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I spent the rest of the afternoon working on an essay and trying not to be distracted by the memory of what I had heard earlier. That evening Bee and I, along with Doug and the rest of our flatmates, made our way down to the student union for a few drinks and a game of pool. I had just inadvertently potted the black, handing Doug the game when Alice arrived.
It had been strange seeing Doug after overhearing their sex session but seeing Alice was even more so, probably because I had been visualising her more. I made a strong mental effort not to look at her chest but she was wearing a tight black top which did not show any cleavage but did stretch across her tits, leaving no doubt about their size and shape as they jutted out over her stomach, huge and round like hidden fruit.
Doug hurried off to get her a drink whilst she chatted to the group and when he returned we started up our second game. As we played I noticed that Bee and Alice had broken off from the rest and were sat down, deep in conversation.
I won the second game but before we could complete the best-of-three Alice appeared, draping herself over Doug's arm and whispering something in his ear.
"Um... I think we're going to make a move now," he explained, a little sheepishly, "finish this later?"
"I suppose," I conceded, a little annoyed.
Doug and Alice left and our flatmate Ann became the next challenger. She turned out to be a secret whizz and cleaned up in five minutes. I was not looking forward to being on the end of a second thrashing when Bee grabbed hold of me.
"I don't feel too well, will you come back with me?" she asked. She seemed fine but I was happy to scarper from more humiliation and so handed my cue to Mark and we left the bar.
"What's wrong?" I asked Bee as we walked back to the flat.
"Nothing."
"So... what?" I asked her confused.
She didn't reply and instead pushed me against a wall and shoved her tongue down my throat. I was taken by surprise but pleased and responded to her kiss with my mouth and with my wandering hands, with which cupped her butt cheeks and pulled her close to me. She broke the kiss and told me, "I want you now." I took in her fuck-me eyes and her naughty smile.
"Lets go then," I grabbed her hand and began running, giving her no choice but to join me. We flew down the path, giggling away to ourselves.
We reached the door to Bee's room out of breath and desperate and stumbled inside, clutching at one another. We shared another passionate kiss as I became aware of the reason Bee had wanted to do it so urgently - from next door we could hear loud cries that made it clear that Doug and Alice's session was already well under way. We broke the kiss and both hurriedly undressed, pulling items of clothes off in a frenzy. I struggled to pull my knickers over my erection but when that was done I grabbed Bee and threw her on the bed, noticing that she had not yet managed to remove her bra and that the black push-up that she was wearing gave her fantastic cleavage.
Once she was on her back I dived between her legs, desperate to taste her but with an ulterior motive too. I wanted to make Bee scream louder than Alice.
Judging by the rhythmic creaks coming from next door they were already fucking and an image played in my head of Alice on all fours, offering up her pink, wet pussy to Doug. She was groaning away as Doug rammed her over and over but as I brought my mouth down on Bee's cunt I was confident that I could elicit louder noises from her.
I pressed my face into her already soaked pussy and began to lick just below her clit, lashing my tongue back and forth faster and faster and pressing my face closer until the smell of her filled me. Bee was indeed moaning and thrashing around on the bed, making no attempt to stifle her cries. I added to the cacophony with appreciative "mmming" as I continued, which seemed to please Bee.
From through the wall came shouts of, "fuck me harder," and the sound of Doug redoubling his efforts as the bed creaked louder and then screams of, "oh yes," as Alice got what she wanted.
The sound of Doug and Alice was clearly turning on Bee as her pussy was now drenched with her juices. I pressed a finger to the opening of her hole and it slid past the tight opening easily. I began to slowly finger her as I ate her out, fucking her and feeling my cock grow harder every second.
"Fuck me. I want you to fuck me!" Bee ordered as Alice continued to groan with pleasure at her pounding.
I ignored her pleas and kept on working her cunt with my tongue and lips and finger. I was sure that her loud begging must have made its way through the wall.
"Fuck me now! Please!"
I would have liked to leave her begging for longer but my cock was so desperately hard that I couldn't. I pulled myself up her body so that my cock was at the entrance to her hole and she grabbed me and pulled me closer, forcing the plump, red head of my cock into her well-lubricated hole.
