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 roomate 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 tommorrow 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 apolegetic 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 bed."

"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 your 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 seperated from
my privates by only a thin layer of silk was far from the worlds best
sleep aid.  Soon the temptation of Sharon's hem line, barely an inch
from indency 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 girlfriends 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 favour go
unreturned and I felt her finger tips teasingly slide over my cheast.
My concentration began to lapse as her hand reached my abdomen and
once her fingers wrapped around my hard penis all sembalance 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 bed post.  My knuckles collided with something
hard and plastic then a crash as it hit the floor.  Immediatly the
loud electronic clang of my roomates 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 roomate above me
turn and ask, "Whats going on?  Is it morning already?"  Embarased at
waking him up on the day of his test, and not knowing how to apoligize
I paused for a moment to think of something to say.  While I thought
Sharon moved quickly to apoligize.

"No, Dave," apoligized 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 roomate 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 feminie laugh and then the
unmistakable juicy smack of two lips meeting.  Silence, for a
moment, leaving me to imagine Dave's tonuge invading Sharon's tender
lips.  The sound of kissing once again penetrated my conciousness 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 rythmic 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
undoubtly 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
unconciously 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 everytime 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 girlfriends 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 enterted her.  It
was only by force of will that I prevented an answering moan of my
own.  Soon the bed was rocking with the rythm 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
yells.  At first "Yes, Yes, Yes" but then as she got more into it
"Fuck me, Fuck me Dave, Fuck me hard Dave."  Finally to a cry of "Oh
God Dave" we all orgasmed.