This was such a shock it took him a minute to catch up. The jaw-dropped look quickly turned to a very happy face. "Oh HELL YA, I'm cool with that, bring her up!" was his reply.
In seconds, his shoes, socks, and shirt were on the floor and his pants were unbuttoned.
"DUDE! What the hell are you doing? She ain't up here yet. It's just you and me and you are kinda creeping me out."
"Oh, sorry, got carried away..."
We laughed as I walked towards the door.
"Oh, by the way" I said, stopping in the doorway, "put that shirt over your head and leave your pants on. She can take care of the rest when she gets up here. Plus, that will give me time to leave the room so I don't have to see your junk. Once y'all are done, she will go into the bathroom and you can go home. No cuddling today. And can you turn up the stereo a bit? I don't wanna hear the sucky-sloppy noises and get all jealous of you."
Halfway to the car, I saw Karen leaning on the door waiting for me. She walked up to meet me and we walked back to the apartment. I told her how the setup worked, and that 'the guy' was cool with the conditions.
Handing her the shirt, she just smiled and nodded. I turned to leave the room, and got about 4 steps before I felt her hand on my arm. As I turned to look, my eyes were drawn down first, noticing that her shirt was already unbuttoned but still on. The hint of her half-bared breasts was all I could focus on at the moment. Her hand pushing up on my chin finally distracted me.
Leaning in close, she pushed her body onto me, and I could feel her boobs on either side of my arm. She whispered softly "Thanks for all this, Mike. And remember -- no peeking. That's just weird."
I went back to my room to watch some TV, hoping to distract myself until it was time to drive Karen home. That plan failed miserably before it had time to start. Trying to close the door quietly, I faced the door and turned the knob to slide it shut. Trying (but failing) to be a gentleman about it I did look, half hoping for a quick peek. The view showed Karen swaying her hips as she slid her jeans down, her black lace boy-cut panties facing me, framing an awesome ass. She was partly facing to the side, so I got a quick side-boob view as well. Then I was stuck, I couldn't rip my eyes away.
Karen walked towards Mark, stopping just in front of his feet. She knelt down and tied the shirt around her eyes the rest draped over the top of her head. Mark visibly jerked as she touched his knees, but relaxed quickly as she rubbed up and down his thighs. For maybe two minutes she just touched him, stroking everything between his knees and pecs. Her hands went away from my view as her body blocked me and I assumed she was undoing his jeans.
My intentions were initially good, but my hormones got the best of me. Figuring that if no one saw me, no one would be the wiser. Knowing the stereo would make enough noise to cover my movements, I walked out as softly as possible, avoiding the few squeaky parts of the floor. Her attention were too focused on removing his jeans and what popped up to notice me sneak into the kitchen behind the breakfast bar.
Just because Karen was a good friend didn't mean I had never checked her out. I knew she had a nice body, but this was better than I expected. She was nowhere near the airbrush/photoshop models you see in ads, but her body was still enough to make my cock stand at attention seeing her mostly naked.
Mark lifted his ass off the couch to let his jeans be pulled down, but my eyes were on Karen as she got rid of the rest of his clothes. I suddenly realized I was stroking myself through my jeans as I watched her, and thought that the mental pictures I was getting were going to give my hand a workout for a long time. Then it clicked. I knew it was wrong, but my little head was doing the thinking as I brought out my cellphone and turned on the camera.
Karen was on her knees, leaning forward slightly, resting her forearms on his upper thighs. This gave me a great vantage point to devour her body with my eyes. She started with just licking and kissing all around his cock, never touching it for more than a second. After a few minutes of this she grabbed his cock and started stroking softly while licking up and down the shaft, briefly taking only his purple head into her mouth. Suddenly breaking stride, she plunged her head down, trapping her hand between his stomach and her lips. As fast as she could, her head rose and fell, never once letting his cock out of her mouth. Mark's hands quickly found her head, helping guide her as she inhaled him repeatedly.
Changing the tempo again, her head rose slowly. Going up all the way, she moved slower, and over the music I could hear the suction breaking with a 'pop' followed by a moan of disappointment from Mark, his hands reaching for her but only finding air. She pushed herself up on his legs, getting to a standing position. Moving her feet further apart for balance, she leaned over and put her hands on the couch. Her mouth open, she searched in her blindness for his cock with her tongue. Mark could feel this and put his hands on her cheeks, guiding her face onto his rock-hard cock, and even from this far away could see it throbbing with his heartbeat.
Karen worked her head around, her throat and chin glistening from the moisture on his cock. Finally getting it back into her mouth, she relaxed her arms a little, letting her body weight force her down, impaling herself on his rod. The muscles in her arms flexed as she pushed herself up, and relaxed to go back down. She went so far down that I could see her throat get thicker as he pushed deeper into her, only made possible by the angle of her body.
She held herself down for longer than I thought possible, and only pushed up when she started to gag. Pulling up all the way, Mark's cock popped from her mouth as she coughed and could breathe again around the strands of saliva connecting her to him. He was a better man than me, I'm not sure how he would withstand that, but he did it again. She found him and sucked him in and buried his cock in her throat, her chin tight against his balls, her nose lost in his tuft of pubic hair.
He only lasted two more repeats of that. Mark's body jerked as she held herself in place, clearly unable to withstand any more of her wonderful oral torture. Her throat moved once as she swallowed his first jet of cum, and she quickly fell to her knees and pulled her head back. Her hands stroked his cock, milking out all she could. I found out she didn't swallow it, but instead saved it in her mouth. As she pulled free of him she opened her mouth and let it all spill out onto his cock. Using it like a lotion, she rubbed his cum all over his crotch. From here I could see the liquid shine on him, but not for long. She leaned forward, pulling his half-hard cock between her boobs, stroking up and down on him. Spitting the last vestiges of cum into her hand, she rubbed it into her cleavage, lubricating herself more.
Moving her whole body, she squeezed her boobs around his cock as she stroked him, and his hands quickly joined hers. In no time, he was hard again, and now he was reaching to feel more of her body. Karen stood up and ran her hands up his body, then pulled/pushed to get him to lay down on his back on the couch. She got back onto her knees and focused all her attention on his cock again. His hands were all over her body, groping and squeezing. She seemed to lose her focus several times as he massaged her breasts, and she jerked as he pinched and pulled on her nipples. Not once did she stop him though, but pushed back into him as if asking for more.
She moaned loudly as his hand ventured further south and found her lace-covered pussy. He paused as if remembering what I told him, so he didn't go inside the cloth, but that did not stop him from his own fingering. Her hips started moving in rhythm with his hand, and her mouth copied it as well. Every time her hips thrust forward, her head slammed down onto his cock. As she pulled her lips back, her fist wrapped around his shaft was stroking him quickly.
By this time, I had given up on restraining myself. I had started out kneeling on the floor, but my pants were as far down as they could go, leaving room for me to slowly stroke my cock as I watched her inhaling his cock, and the movements of her body. Never expecting to see her naked again, I wanted this to last as long as possible. The only time I stopped stroking myself was to take yet another picture, to get as little shake as I could; getting a blurry pic of her would just not do her justice.
As focused as I was on her body, I had not paid attention to what she was doing to him. As he started making noise again, I looked up in time to see him go rigid for a moment before bucking his hips into her face. His hand on her pussy had stopped moving and was just squeezing her ass. She moaned in frustration, pushing her ass back into his hand, which now just fell to the floor. Exhausted, Mark had totally gone limp, his energy having been put into shooting his cum into Karen's mouth.
Slowly, Karen eased back settling onto her heels. She wiped her mouth with her hand and spread his seed onto her chest with the last batch. Going onto all fours, she felt around for her clothes for a moment, and that sprung me into action. I had to get away before I got caught!
Hurriedly trying to fix my jeans, I found I couldn't get them all the way up while I was still kneeling down. Seeing she still had her eyes covered I stood up, hoping to get decent while quickly getting back to my room. My heart sank in fear as she took the shirt off of her head. She was still looking at the floor, but I couldn't stop moving fast enough. Karen saw movement from the corner of her eye and her head snapped around, catching me standing there holding my cellphone and with my cock out jutting out obscenely, staring at her in shock.