I had been dating Carolyn for nine months, and she was my first. I knew when I met her that she was more experienced than me, but she still seemed relatively innocent, and certainly appeared pleased with our sex life. I had quick recovery, and was able to have sex with her two to three times a day when we were together, which I thought equated into pleasing her.
It was my senior year, and she came up to my college for a dance. She was one year younger, and going to a college a couple of hundred miles away. To save money, we were sharing a room with my friend and his new girlfriend, Tracy, who neither of us knew particularly well.
We had all drank during the night and were feeling good. Although the room was dark, it was clear both of us were making out with our dates in the hotel room, in the opposing queen size beds. I had Carolyn beneath me and was sucking on her breasts as I tried to work her panties down. She was moaning softly from my kisses, though slightly resisting my advances, and we both started noticing the noises from the opposite bed. It was clear there were moving faster than us. Tracy's silhouette was upright, straddling him. We could not see any details, but it was evident she had him inside of her, and was moving up and down in large movements, as she moaned increasingly loudly.
Her voice started becoming audible as she said "You are so fucking big" over and over. By this time Carolyn had become distracted, which allowed me to push her legs open, and fumbled to open a condom wrapper, with the thought of entering her. I managed to pull it out and place it over my cock's head, rolling it quickly down my 5" shaft. I entered her and gasped as I felt her warmth.
I expected to hear her gasp in return, but she was looking over at Tracy, whose up and down movements had become even more pronounced and was now starting to sound theatrical in her moaning. I pushed harder into Carolyn at the same time that Tracy had an extremely obvious orgasm. She was moaning, and cried out "Don't fucking stop, I'm cumming on you!" while her palms balanced her against his chest.
All of this excited me considerably, and I was moving harder into Carolyn with each stroke. But her attention was now entirely on my friend and Tracy, as Tracy recovered from her orgasm on top of him. Carolyn had enough, and finally said "You are such an actress over there," as she nervously giggled.
Tracy, who was still catching her breath, said "I am not acting. You have no idea what that felt like. Can you see how big he is?"
Carolyn's attention was now fully piqued, and she was no longer responding to my thrusts at all, as she said "He can't be that big. There's really not that much difference between one or another."