Dorm Dream

It was my fourth semester of college. Finals were coming up and I had a big art project due in a few days. I always let things slide to the last minute and had a lot of work to do. My roommate Todd, who was a lot better at keeping his work up to date, was on his bed chilling to some tunes. I barely heard the door open and looked up from my paints to see our friend Lily walk in.

We had a small group of friends on campus and Lily was the hot chic. She was book smart as hell but a real ditzy about everything else. A nice person but kind of a slut. She'd sleep with any guy on campus, unless of course you were in our little group of friends. Not that we didn't try. Then she'd play the good little Catholic school girl, until the weekend came and she could go out and pick up some new guys.

She stood in the doorway for a few seconds showing off her skin tight stretch jeans and long curly red hair. Her breasts were small, but very perky and she had a perfect heart shaped ass. She wasn't model quality beautiful but very cute with green eyes and a dazzling smile. Lily came in, closing the door behind her and threw her purse on my bed. I went back to my painting as she went on about how hard her classes were and how stressed she was.

She and Todd started talking about finals and I tuned out their conversation while I worked on my project. About ten minutes later I noticed it had gotten real quiet. I glanced over to see Lily sitting on Todd's lap reading my latest issue of Penthouse. I shrugged and was about to turn away when I noticed his hand was between her legs gently rubbing her pussy through her jeans.

I kept watching out of the corner of my eye as Todd started moving his hand faster. Lily moved her legs a little further apart and bit her lower lip, her eyes glued to the magazine. Soon I could hear her heavy breathing over the music as Todd's fingers continued to stroke her womanhood. A soft moan escaped her lips as her hips started to gently move in rhythm with his hand.

Her hands started shaking and could barely keep the magazine held up in front of her. I quietly stood up and walked over taking the Penthouse from her trembling fingers. She looked up at me eyes wide like she'd forgotten I was in the room. I knew it was now or never, she was going to run off if I didn't make a move right away. I knelt in front of her and pressed my lips against hers. She drew back at first, but I put my hands behind her head and shoulders pressing her against me. Todd hooked his knees between hers and drew her legs further apart giving him better access to her mound. Lily moaned into my mouth and kissed me back hard.

I trailed kisses across her chin and along the side of her neck as my hands wandered down the front of her tight sweater. Soon I had my hands under the flimsy material and slowly pulled her top up over her bra. I gave her another deep kiss on her full lips and leaned back pulling her sweater all the way off. She hesitated again until I pulled her to me kissing her again. Todd used his free hand to unhook her bra and slip it off her shoulders. I looked down at those firm tits I'd lusted after for so long. Todd was fondling her right breast and pinching the small rosebud nipple making her moan softly. His eyes locked with mine and we both smiled and nodded. Now was the time. He hooked his arm around both of hers trapping them against his chest causing her breasts to jut out at me.

They jiggled as she squirmed on Todd's lap, his fingers still rubbing across the growing wet spot on her jeans. I knelt further down and began running my tongue over her hard nipples. Lily bit her lower lip again and started moaning louder. I started sucking on her soft tits drawing as much as I could into my mouth. Her hips started bucking hard against Todd's hand and I began to gently nip at her nipples with my teeth. She threw her head back and started grinding her whole body against my room mate.

Todd looked pained and in heaven at the same time. I stood up and unzipped my fly, freeing my hard cock. Lily's eyes were still closed and didn't see until I rubbed the large tip against her lips. Her eyes snapped open wide and she looked up at me in shock. I took her head in my hands and started pulling her head forward. I began to think this was as far as it was going to go when Todd freed her arms and pinched her nipple really hard. Lily squealed in surprise and my member slid between her lips. She gagged at first then started moving her lips up and down my shaft. Her tongue slid on the underside of my cock and each time her head bobbed down she took more into her mouth.

I knew I couldn't last long. She sucked harder and moved her tongue faster with each stroke. I looked around the room trying to concentrate on something else so this wouldn't end too soon. More movement caught my eye and I saw Todd unbutton the front of her jeans and slide his hand down into her panties. The second his fingers touched her clit she started thrashing and moaning around my cock. I slid all the way into her mouth burying my member deep in her throat. My orgasm tore through my body and unloaded load after load into her mouth. She gagged and coughed pulling her lips off my cock so she could swallow.

My knees were weak and I backed up until I could sit down on my bed and watch Lily as Todd kept fondling her pussy. She bit her lower lip hard and starting moaning louder and louder grinding her soaked cunny against my room mate's hand. Her whole body tensed and she arched her back grabbing two handfuls of Todd's hair as she came on his fingers. She held that pose while she ground her hips then collapsed on top of him. Her heavy breathing began to slow and she leaned back looking totally satisfied.

Just seeing her stretched out topless with my room mates hand still in her panties started to get me hard again. I stood up and went over to her. She looked up with a dreamy smile and lifted her hips as I tugged down her jeans exposing her totally soaked striped panties. I threw her jeans on the floor and started to undress while Lily got down on her knees. Todd had pulled his own jeans down and his erection was standing tall waiting for some attention. Lily took her time and teased his damp shaft before taking it in her mouth. Her copper curls bobbed up and down as she sucked him deep into her mouth. I came up behind her and pulled her up on all fours. As I hooked my thumbs in the sides of her panties and started to pull them down she wriggled away and pulled her head up. "No! They stay on!" I gave her a goofy grin and pulled on them again.

"I said no!" She yelled. I shrugged and pulled them back up tight exposing the outline of her wet pussy lips. Lily went back to sucking on Todd's cock. My eyes were glued to her wet panties as she started deep throating him. I reached out and ran my thumb down her damp mound. She moaned and leaned back against my hand. I started rubbing the whole length of her slit then pushed the wet fabric into her hole. The faster I stroked her the faster her head bobbed.

Todd was lasting a long time, I think he'd already come once in his pants while she was writhing on his lap. My erection was becoming painful and this playing with her panties wasn't doing a thing for me. She sucked all of him into her mouth and I started rubbing my aching cock against her hot sticky panties. I could feel her lips on the other side of the thin fabric and thought "what the hell..." I slid her panties aside and plunged my member into her soaked pussy. She squealed around the cock in her mouth and tensed up. I was in heaven and started slamming into her from behind. Lily started whimpering then moaning as her pussy muscles gripped my cock and started milking it. Todd lost it at that point filling her mouth with his cum. She choked it down and continued to suck on him as I pounded her pussy.

She had him erect again in no time. Todd pulled off the rest of his clothes as I fucked Lily harder. I motioned for him to lie back and pulled her towards me. His dick came out of her mouth with a popping sound. I reluctantly pulled out and lifted her in my arms as I stood. She gave me a quick kiss before I set her on top of Todd, his hard cock just below her sopping pussy. She guided him inside her and started riding him, grinding her hips with each thrust. I rested my hands on her hips and started pushing her down on my room mates hard member until she started moaning loudly again.

I moved closer and lined my cock up with her ass hole. Todd put his arms around her and pulled her chest against his, crushing her pert breasts against him. I guided my member down her crack and started pushing against her anal ring. Lily gave out a muffled cry that turned to a grunt of pain as I thrust into her. Her ass was so tight it was hard to push in. I starting sliding back and forth slowly stuffing my whole length inside her. She tried to squirm away but Todd held her close until we were both buried to the hilt inside her. For a moment we were still, Todd and I reveling in the feel of her body and Lily shocked at what happened, too stunned to do anything. We started slowly and found a rhythm where one of us was sliding out and the other in. Her grunts turned to moans as we pounded away at her tender body. She began shaking as an orgasm swept over her and her moans became screams of ecstasy. Todd tried to quiet her by putting his lips over hers and kissing her hard. Lily started pushing back against us and grinding her hips in large circles. That sent the two of us over the edge and we both came at almost the exact same time squirting our seed deep into her body. She screamed at that moment as she orgasmed again for the last time. We collapsed on each other in a pile of sweaty flesh.

We slowly pulled ourselves apart and no one said a word for a while. I asked Lily for her panties so I could wash them with her jeans. The laundry room on our floor was right across the hall. She slid them off and I could finally see she was a real red head. She climbed under the covers of Todd's bed and waited for her clothes. It didn't take long to get the laundry going. When I got back Lily was crying and my room mate was trying to calm her down. She was making a big fuss but she couldn't deny she enjoyed it. We got her dressed and she walked off like nothing had happened. We did have to promise not to tell anyone, but we left the conditions of our silence open...