I first met Karen during my second year of college, but we didn't really know each other that well...she was just a friend of a friend at the time. We didn't really start hanging out together until we moved into the same apartment building in our third year of college...her apartment was just four doors down from mine. We had a class together one semester and sometimes we would walk to and from school together. She was the type of person you couldn't help liking...an exciting and free-spirited girl you couldn't help fantasizing about a little bit.

Karen was gorgeous, with light brown hair down to just below her shoulders and cool, green eyes that you wanted to get lost in. She had lips you just ached to kiss and her body was amazing. She played beach volleyball and was on the school swim team, so I knew she looked incredible in a bathing suit. And she had always been flirty with me. I remember I had been swimming in the campus pool once and Karen saw me there and waved. A few days later I saw her on campus with a few friends and we said hello as I walked to class.

"You looked really good at the pool the other day," she said as I passed by.

I shrugged off the compliment. "Nah, I'm really out of practice," I said. "I've got to work on my form."

I continued to walk but then I heard Karen call after me. "I wasn't talking about your form..." she said coyly. I turned around and caught her looking at me as her friends giggled. Karen gave me one of her little winks. She had a way of winking at you that was such a turn on, making you feel like the greatest guy in the world.

As time progressed we spent more and more time together...never getting serious but just enjoying each others company. We would flirt and tease each other. The sexual innuendo was constant. She would say suggestive things to me, just to see how I would react. (I'd usually just blush.) Then we started going to parties together. She would sit on my lap, sometimes kissing my ear or my neck, which always turned me on, making me hard. We made out a couple of times at parties, until we were interrupted by someone or something. I had always wanted to take things to the next level with her, but the timing always seemed wrong. Plus I didn't want to mess up our friendship.

We had gone to a particular party one night and spent the whole time together...dancing, playing pool and just talking, drinking and laughing. We had been there a few hours when the night was getting the best of us. It was late and we were tired, just sitting side by side, listening to the music. Karen d****d a leg over my lap and leaned into me, resting her head on my shoulder. She was wearing shorts so I couldn't resist putting my hand on her inner thigh, stroking her tanned, bare skin. Most of the people we knew had already left the party, so I asked her if she wanted to head back home. She nodded "Yes" so we got up and I walked her back to our apartment building.

On the way back, she put an arm around my waist and I put my arm across her shoulders. We started talking about all of the friends we had in common and which of them had hooked up over the years. She told me sexual things about some of the girls that we knew which I found sort of shocking...I couldn't imagine those girls doing what she said they had done. I could feel my cock swell a little as she talked about sex. We talked about some of the relationships we had had in the past, and she said she wasn't looking for a serious relationship now, at least not while she was in school, and I told her that I was the same way...school was hard enough without having to worry about a girlfriend.

As we reached our apartment building she spotted her roommate's boyfriend's car parked outside. She hated the guy her roommate was seeing and let out a groan. She said she didn't want to go into the apartment and deal with him, so I offered to let her wait at my place until the boyfriend went home. She responded eagerly to this so I led the way to my apartment.

Once we got inside, Karen took off her hoodie and plopped down on the couch. I went into the kitchen to pour us some drinks and Karen turned on the television. When the TV came on it was tuned to a cable movie channel.

"Oh my! What kind of movies have YOU been watching?" she said with mockingly.

I looked at the TV screen and saw two naked girls making out and rubbing up against each other. It was late at night, so the cable channel had been showing a soft-core porn. I told her that I hadn't been watching that...that the channel had been showing main-stream movies the last time I had the TV on, and that the channel was just broadcasting their late night programming now.

"Yeah, sure," she said, winking at me like she always did. "You're telling me that you never watch this stuff?"

I grabbed some ice from the freezer and put it in some glasses. "Well, I wouldn't say never..." I said, smiling at her. I could tell she was in one of her playful moods.

"I thought so..." She looked back at the girls on the TV. "So that's what you do all night...sit here and watch porn?"

"No, not always," I answered, pouring the drinks. "Do YOU ever watch it?"

"Sometimes," she admitted, winking again. "So when you watch it, do you ever jerk off?"

I was taken aback by the question and looked up at her. She was smiling at my slyly. I didn't know quite how to answer. I picked up the drinks and walked over to her.

"Why, do you want to watch me?" I asked, trying to embarrass her in return.

Karen raised an eyebrow and smiled. "Yeah, I DO, actually..."

I smiled back and put the drinks on the table next to the couch. I straddled Karen so that I had a knee on either side of her and pretended like I was going to pull down my pants in front of her. Karen sat back and watched me, then looked up at me when I stopped pulling my pants down.

"Yeah, see?" she said, chiding me. "You don't have the guts to do it..."

"I have the guts," I assured her. "I just wasn't sure if you were serious."

"Yeah, I am," Karen said quietly, running her hands up my thighs. "I want to see you stroke it..."

I didn't know what to do. We had never done anything like this, even though I had wanted to countless times and we had always teased each other about sex.

It would have been embarrassing to drop my pants and expose my limp cock to her. "Kiss me first," I said.

Karen tilted her head back and offered her lips to me. I leaned over and put my lips against hers. Karen tasted fresh and sweet, and as I felt her warm tongue brush against mine I could feel my cock start to swell. We continued to kiss for a few seconds more when I felt Karen's hands tugging at the waistband of my jeans. Still straddling her, I stopped kissing her and knelt upright, unbuttoning my pants. I tugged my pants down and freed my cock. Karen looked at it and smiled. I couldn't tell if she was smiling out of amusement or because she liked what she saw.

"You look really good," she whispered, reassuring me. "Let me see you stroke it..."

Pulling my pants down a little more, I took my cock in my hand. I had never masturbated in front of anyone so it was a little embarrassing and awkward. Karen watched me silently. I watched her eyes move as she looked at my cock, wondering what she was thinking.

She moved her hands over my thighs and tried to pull my pants lower. It was sort of uncomfortable having my pants bunched up between my thighs as I straddled Karen, so I stopped stroking long enough to stand up and take my pants and underwear off. As I stripped, Karen sat forward and took off her T-shirt and sports bra, then sat back on the couch again. Her breasts were amazing...so much fuller and more tantalizing than I imagined them to be. I took my shirt off and straddled her again, leaning over so I could suck on her nipples. Karen cupped her hands under her breasts, offering them to me. Once her nipples were hard I leaned back up again, my hard cock just inches from Karen's face.

"Do you want to do it?" I asked, hoping she would stroke my cock.

Karen shook her head slowly, looking at my cock. "No," she said quietly. "I want to watch how you touch yourself..."

I took my cock in my hand again and started to slowly stroke myself. Karen moved her hands over her breasts, massaging them and tweaking her nipples. She only looked up at me a couple of times, but focused mainly on my cock in my hand. With my other hand I reached down and started caressing Karen's beautiful tits...gently moving my fingers over them, which got me even harder. Occasionally Karen would reach up and start playing with my nipples too. I had never been much into nipple play, but when Karen did that to me it felt incredible. I could feel my cock get harder in my hand.

I moved my hand slowly up and down my cock, working my fingers over the head, getting more comfortable jerking off for Karen. A bead of pre-cum formed at the head and dripped down onto Karen's chest. She took a finger and mopped it up, rubbing it into one of her nipples. I felt Karen's legs squirming underneath me. I looked down to see that one of her hands was buried between her legs, and it was a huge turn on knowing that she was playing with herself too. I stopped stroking and helped her unbutton her shorts. Once they were unbuttoned and unzipped I watched Karen's hand disappear into her underwear as she started rubbing her clit.

My cock was so hard by this point, and I didn't know how much longer I would last. I stopped stroking for a while and just held my cock as I looked down to watch Karen finger herself. She had one hand in her pants and the other was playing with my nipple. "Don't stop..." she said breathlessly.

I started pumping my cock again, this time a little faster. Karen was deep in concentration, focused on my hard cock and working her clit. I reached down to squeeze her breasts again.

I was stroking my cock pretty steadily at that point, with pre-cum dripping down and lubing my fingers. My hand was making a wet, slurping sound as I worked the pre-cum around my cock. Karen cupped her breast with one hand, gently rolling a nipple between her finger. It was such a turn on to look down and watch her beneath me, and an even bigger turn on to have her watch me jerk off for her.

"Do you want me to cum?" I asked quietly. Karen nodded, never taking her eyes off my cock. I continued to work my cock in front of her, stroking faster now. I felt my cock start to spasm and I knew I was close.

"Have you ever had a guy cum on your face?" I asked her as I stroked my wet cock.

Karen shook her head slightly. "Do it..." she panted, rubbing her clit vigorously and concentrating on the head of my cock.

That was all the encouragement I needed. I stroked my cock as I felt the orgasm building inside of me. I let out a low moan and Karen closed her eyes and lifted her chin slightly, offering her face to me. Suddenly I was pumping thick gobs of cum all over Karen's beautiful face...streams of cum landing across her lips, on her chin and cheeks...one stream reaching as far as her forehead. Karen turned her head to one side, and at first I thought she wasn't enjoying it. But then I realized that she was riding through an intense orgasm of her own, and I continued to pump spurts of cum onto her cheek and neck, until my orgasm subsided and the last drops of cum landed on her waiting breasts.

We both caught our breath as the last throes of our orgasms left us, then Karen turned her head back, looked up at me and smiled. Her face was covered with my cum. As she looked up at me she licked her upper lip, tasting my cum, and she winked at me...one of her famous heart-melting winks. That made me want to cum all over again.

Karen never went back to her apartment that night...she stayed with me. And the next night we did it all over again, only we swapped positions. Karen straddled me and fingered herself and rubbed her clit in front of me while I sat beneath her, massaging her breasts and stroking myself. After she came, she got on her knees in front of me and finished me off by letting me cum in her mouth. We continued to experiment as the weeks and months went by, going a little farther with each other with each session. Needless to say, this was the best semester of my college career.

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Posted by norrinradd
3 years ago    Views: 1,603
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2 years ago
great story
2 years ago
2 years ago
wow really a gud one
2 years ago
So nicely written,quite coherent and logical.
But the nuances are done so nicely,I mean imagining the guy stroking and wanting to cum on my face,but waiting for the girls approval and the girl nodding in affirmative wow
3 years ago
awesome story. very hot!
3 years ago
Exellent story
3 years ago
This story is so HOT! I think Karen and I would get along great! lol I'm looking forward to reading more stories from you! :)
3 years ago
Great story! Encore!