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By Quale (stories@invariant.org)

It started as an average Friday night with my girlfriend Sharon, and I relaxing in my dorm room. We sat on my bed pretending to play video games and making out. More accurately, Sharon played the video games while I, far too distracted by her slim figure to play myself, interrupted her with kisses.
At only 9pm my roommate Dave came back. As Dave took partying pretty seriously I was quite surprised by his early return on a Friday night. As soon as Dave sat down I was reminded of his reasons.
"Hey guys you know how I have the GRE tomorrow night."
"Ohh yah," I responded letting Sharon play her video game for the moment.
"Well I really need to get some sleep so I was hoping Sharon could sleep at her place tonight."
For the past couple months Sharon had been routinely sleeping in my bed without the slightest complaint from Dave, in fact Dave was the heaviest sleeper I have ever meet, so his request came as something of a surprise. Before I could say anything Dave continued, "I know you guys are cool whenever I bring a girl back and usually I am cool with Sharon being here but tomorrow is real important for me."
By now Sharon had quite her game and was paying full attention to the conversation. Obviously not relishing the long walk back to her dorm she spoke up. "We can be really quite tonight."
"Yah," I seconded her, "its not like we've ever woken you up before."
"I know," responded Dave in an apologetic tone, "I feel real bad asking you this. But I know you two make noise in bed together and if I get woken up once I don't know if I will be able to make it back to sleep."
"We won't wake you up at all tonight, we'll be real quite," I said.
"Look," Sharon said, "if we wake you up I will find somewhere else to sleep and it will be nice and quite."
"Hell," Sharon continued well aware Dave was actually quite a heavy sleeper, "If we actually manage to wake you up I'll come sleep in your bed the rest of the night and put you to sleep myself."
Dave paused for a second after that comment while his gaze drifted down Sharon's body. "Sleep with me like you sleep with your boyfriend?" Dave asked.
"Sure," responded Sharon never thinking this would happen, "but don't get your hopes up. You know you're just being paranoid again."
True to form, despite his worries, Dave was asleep minutes after climbing into the top. With the lights off, and getting tired of video games, there wasn't much to do so soon Sharon and I had decided to go to bed as well. I stripped down and got into my bunk while I watched Sharon change into her red nightie by the glow of my monitor. Turning off the monitor and throwing the room into blackness Sharon climbed into bed next to me.
Sharon snuggled up to me with a purr of contentment and I responded with a tender kiss on her neck, as we made ready to go to sleep. Sleep itself was difficult to come by; Sharon's shapely ass separated from my privates by only a thin layer of silk was far from the worlds best sleep aid. Soon the temptation of Sharon's hemline, barely an inch from indecency was too much.
I slid my hand up from its resting place on Sharon's thigh and under her nightie. Reaching forward my fingers parted the brief resistance and slid between Sharon's thighs. I heard my girlfriend's breath quicken as I gently played with her labia. Before long my fingers were wet with lubrication and, to the accompaniment of a muted gasp from Sharon, I slid one deep into her body.
My internal explorations lasted only a moment before Sharon turned around to face me. I could do nothing for a moment as I returned her enthusiastic kiss but as soon as my mouth was free my fingers sought their warm home once again.
Sharon was not going to let the favor go unreturned and I felt her fingertips teasingly slide over my chest. My concentration began to laps as her hand reached my abdomen and once her fingers wrapped around my hard penis all semblance of rational thought evaporated.
Sharon began moving her hand up and down the length of my penis filling my body with ecstatic sexual energy. I reached out with my free hand to grab a bedpost. My knuckles collided with something hard and plastic then a crash as it hit the floor. Immediately the loud electronic clang of my roommates alarm filled the air and Sharon jumped up to turn it off.
Sharon yanked the alarm out of the wall but it was already too late. Even as the last clang faded into silence I heard my roommate above me turn and ask, "What's going on? Is it morning already?" Embarrassed at waking him up on the day of his test, and not knowing how to apologize I paused for a moment to think of something to say. While I thought Sharon moved quickly to apologize.
"No, Dave," apologized Sharon moving to stand next to his bed, "that was our fault, we're really sorry." Dave responded in a quite tone of voice that I am unable to make out and soon he and Sharon are engaged in an intense, though whispered conversation. After a minute or two a troubled sounding Sharon come down to talk to me.
"Remember what I said when we promised Dave we wouldn't wake him up?"
"No," I responded quite confused at this point.
"Well, I told him that if we woke him up I would go *sleep* with him."
"You can't be serious?"
"Yes, I really did promise him and my promises are important to me."
After a few more minutes of quite argument I was told "Its only one night." and my girlfriend climbed up into Dave's bed leaving me alone in the darkness. With my girlfriend sleeping with my roommate right above me I could hardly go to sleep so I lay in the darkness listening to the sounds from above.
I heard the rustling of sheets, soon to be joined by a whispered conversation, as my girlfriend climbed into bed beside Dave. The whispers were broken by a nervous feminine laugh and then the unmistakable juicy smack of two lips meeting.
Silence, for a moment, leaving me to imagine Dave's tongue invading Sharon's tender lips. The sound of kissing once again penetrated my consciousness this time accompanied by the gentle swish of flesh against silk.
The smooth sliding noise, so familiar from my own nocturnal explorations of Sharon's nighty, was driving me mad. Every pause in the sound filled my mind with images of Dave's hands grasping Sharon's body. I imagined his palms filled with her breasts, his fingers gently squeezing pleasurably asserting their ownership of her body. I imagined his hands spread out over her ass. I imagined his arm pressed up against her stomach, scant inches from her privates.
Those sounds were soon joined by a rhythmic creaking of the bed. Lying alone in the darkness I could not help but interpret those sounds. Excited by his explorations Dave was probably thrusting himself against Sharon. With Dave only in a pair of boxers Sharon would undoubtedly be able to feel his hard dick. I could not help but wonder if she liked his penis pressed into her ass.
With these thoughts I found my penis stiffening again. I knew it was my girlfriend up above me doing it with another man. I knew I should be feeling disgusted and hurt but each sound and each train of thought somehow only turned me on further.
A familiar gasp from above reached my ears and I knew Dave's fingers had found Sharon's pussy. A body shifted and I knew Sharon was moving to give him better access. She not only liked this, I thought, but she was helping. With this thought I found my hand unconsciously sliding to my penis. More gasps from my girlfriend above me and my penis was wet with precum. Dave must be good with his fingers I thought. Then a deep throaty gasp from Sharon told me that Dave had slipped a finger up into her.
Dave's arm motion was shaking the bed so I was aware every time his fingers slid in and out of Sharon's pussy. Gasps from Sharon, no doubt muted in the hope I wouldn't hear, floated down with each thrust testifying to Dave's skill. I found myself imagining Sharon's face full of sexual ecstasy from Dave's manipulations and in response I found my hand taking over where Sharon's had left off.
From the breathing I could hear things were getting pretty heavy above me. Apparently unable to wait any longer I heard the sound of Sharon's nightie being hurriedly pulled off. My girlfriend's body, until quite recently my private domain, was now fully displayed to Dave. The sounds of kissing and sucking combined with Sharon's soft moans told me he was taking full advantage of it.
The snap of elastic told me that Dave too was now naked. I wondered briefly whether Sharon had taken it off herself but the realization that my girlfriend was about to be fucked dominated my thoughts. Excitement flooded through me. I should feel bad, I guiltily thought, but images of Dave's penis penetrating Sharon pushed it all away. Above me bodies shifted and I found myself silently urging Dave to hurry up and fuck her.
A pause, then a moan from Sharon told me that he had entered her. It was only by force of will that I prevented an answering moan of my own. Soon the bed was rocking with the rhythm of their sex letting me reconstruct Dave's thrusts in my mind. My hand sliding up and down my cock in perfect time with the sex going on above me.
As Dave's thrusts, and strokes, speed up Sharon's moans changed to passionate screams. At first "Yes, Yes, Yes" but then as she got more into it "Fuck me harder, Fuck me Dave, fuck me harder!" Finally to a cry of, "Oh God Dave, arrgh!" And we all orgasmed together.