Heather and I became college roommates by chance, neither of us knowing anyone else attending the same school.

The first time I saw her I had just started moving my things into our shared dorm room. She was struggling to make her bed and get the fitted sheet to stay in place. Her long wavy dark hair flowed down her back. Tendrils stuck to her sweaty high cheek bones. I smiled realizing right away her mistake.

"Colleges all have extra long twin bed mattresses," I told her. "You're going to need different sheets. Regular sheets won't fit."

Turning and flinging the sheet aside she eyed me up and down, sarcastically thanking me for pointing out the obvious. "I'm amazed a blond figured that out," she quipped.

Throwing her my extra set of sheets, I said, "Even blond's have their moments of brilliance."

Catching the sheets she fell back onto the bed laughing loudly. "By the way, I'm Heather," she announced.

"I'm Anna and you're welcome." I tell her thinking to myself this is going to be a good year. I like her.

Not only were the beds an odd size but old and creaky as well. They looked like they were always on the verge of collapse. I didn't know then that those beds would play an important role in our new friendship.
The semester got underway and we both got busy with classes and each meeting a guy we liked. Starting to date as well as getting to know each other better filled the rest of our time.

Heather was as dark as I was pale. She had wavy black hair and sun kissed olive skin. Her eyes were a deep brown with thick dark lashes. She was taller and more slender than me but with the most beautiful breasts I had ever seen. I often admired them when we were changing in our room; wondering what they would feel like if I could run my hands along them.

We had reached about half way through the semester and had settled into a comfortable routine. I would spend many nights at my boyfriend's apartment; that way she and her boyfriend Mark could have the room to themselves. One night I had extra studying to do so stayed in for the night. I was lying on my bed listening to music and dozing when the door opened.

Heather and Mark had arrived back from a party. They stumbled into the room and fell onto her bed not noticing that I was there. Too tired to say anything, I just turned up my music and pulled my headphones on tighter. I thought I'd just fall asleep, but hearing the bed creaking over my music curiosity got the better of me. I rolled over and started watch.

Heather had pulled off her clothes and was undoing Mark's pants. She yanked them down, and pushed him back onto her bed. She climbed on top of him and straddling him, lowered herself onto his very hard thick cock. She started to ride him up and down, while rolling her hips back and forth. Taking his hands, she placed them on her bouncing tits. Rolling her nipples back and forth between his fingers and tugging on her breasts, he thrust up into her over and over again as Heather threw her head back moaning loudly.

Watching them had an effect on me I hadn't expected. I found one of my hands traveling up to lazily play with my nipples. My other hand slowly rubbing the lips of my pussy, feeling myself beginning to get wet.
 
After some time had passed Heather climaxed loudly. Leaning forward she started biting Mark's nipples growling at him to cum inside of her.

From the sounds he made I could tell he did as he was told. They both then collapsed on the bed and laying together their legs entwined, fell asleep.

Finding myself still aroused, I slid two fingers into my very wet pussy. Using my other hand I rubbed my clit and came several times; the picture of Heather on top of Mark etched into my brain.

The next morning I got up early and left before they awoke. Heather and I never talked about it although the same thing did happen from time to time during the semester.

One night a few months later I arrived back to our dorm to find Heather sitting on what was left of her bed. There was splintered wood everywhere. Her mattress was on the floor covered in debris. She told me she and Mark had been goofing around. Jumping on the bed when the whole thing just collapsed. He had left leaving her to clean it up.

I went over and tried helping her. We soon realized we were both a little too drunk. We weren't going to get anything done that night.

Laughing I told her, "You can sleep with me tonight. Tomorrow we'll figure out what to do."

Changing into nightshirts we climbed into my bed and pulled the covers up and fell asleep.

At some point during the night I awoke to realize Heather was looking at me, her head resting on her elbow.

Smiling she told me, "I know you watch Mark and I together having sex. I can hear you and know you're playing with yourself."

I blushed as I admitted, "It's true, I watch you and then make myself cum."

As I spoke Heather's hand softly began rubbing my leg, and moving her hand up higher as I told her how much it excited me to see her and Mark together.

Her hand had reached between my legs by then. I knew that soon she would discover for herself just how much she excited me. I found myself already soaking wet from just the touch of her hand. Embarrassed by my feelings I shifted and tried to turn away from her. She stopped me by kissing me on the mouth, letting her lips linger on mine.

She then whispered in my ear, "We could have so much fun together."

Sitting up she pulled her nightshirt off over head and motioned for me to do the same. Soon we were naked lying face to face. Heather took one of my hands and placed it on her breast and admitted she had often thought of me touching her too.

She took her hand licked her forefinger and began to run it around my nipple. Her other hand gently pinching the other. Telling me she loved how pale my skin was. How my nipples were almost inverted, just needing the right kind of attention to make them hard.

 Leaning down she sucked one nipple gently into her mouth. My mouth opened and a soft moan escaped my lips. My back arched up allowing more of my breast in her mouth as my hands explored her nipples. I felt how hard they had become, relishing the difference between soft skin and erect nipple, and enjoying how good they felt in my hands.

I started smiling too, imagining all the possibilities. Keeping her hands on my breasts, she pushed me onto my back. She started slowly moving her head down my stomach kissing and licking my skin as she went along. Reaching my pussy she stopped, looked up at me questioningly, and grinning widely, I nodded yes and let my legs open for her.

To be continued