Amy, Tracey and Barb moved in to the ground floor
apartment a few floors below me. I met them as they were
moving in, each was 19 and all three were damn good
looking. Our apartments were in the back of the complex
and it was always completely dark back there. So, I gave
them the normal welcome speech about being careful,
close the curtains, don’t list first names on the mail
box, etc. All that stuff to be secure in a place with
frequent police visits due to peeping toms and prowlers.
I really wasn’t into peeping, too easy to get caught. I
had a telescope for viewing at a distance. Well, I found
out pretty quick these three young ladies liked having
male companionship over almost every weekend. Normally,
two would head for home for the weekend, the third would
have the apartment to herself and whoever until Sunday
Tracey’s boyfriend came in the first weekend. Sounds
echoed really bad in the stairwells and the doors didn’t
seal at all, so when they started making out in the
living room, anyone in the stairway could hear them. I
heard them in my apartment and decided to find out what
I could hear or see. I went outside and looked at the
windows. Though I said ground floor earlier, their
apartment was really half underground, so any view in
the window was straight down into the room. There was
Tracey, in a royal blue teddy, on her boyfriend’s lap on
the sofa. The sofa was right under the window so I was
looking right into her face. She normally wore loose
fitting clothes so I had no idea just how well built she
Here Tracey was, straddling her boyfriend and riding him
just a couple feet on the other side of the glass! He
was kissing her neck as she was riding, so I couldn’t
get a good view of her until he lay his head back and
just enjoyed her ride. She stopped suddenly, then
climbed off and took him by the hand to her room. I
almost laughed out loud when I saw how small he was, but
didn’t because they would have heard me. Well, her room
had good curtains that were closed, so that was the end
A few weeks later, I was sitting on the steps out front
when Amy came up hand-in-hand with some big guy. She
wasn’t all that tall, so it looked a little funny to me.
I knew Barb and Tracey were gone for the weekend and I
had heard Amy liked ’em BIG, so I hung out front for a
while, then in my apartment for a bit longer. Then I
went out back to see if Amy and friend were up to
I could see the light was on in her room, so I took a
glance as I walked by. I about came in my pants right
there. There was Amy, on her knees in front of this guy
sucking his dick and running her hands up and down its
length. This guy was REALLY HUNG, at a guess I’d say 8
or 9 long and about 2 inches thick. I had never seen
anything that big other than in porno flicks. He was
running his hands through her hair, then reached over to
pull off her sweatshirt. She stopped sucking long enough
for it to clear her head, then she was right back on it.
He then got her bra off. Damn she had good-looking tits!
Long nipples standing straight out… She stopped
sucking him, stood up and started undressing him. In a
couple moments they were both naked.
He laid her on her back on the bed and began caressing
her, starting at her feet and working up. She jumped a
little as his hand went over her mound, but kept going.
He spent a lot of time on her luscious tits, then kissed
her on the lips and laid on top of her for a while,
caressing her and keeping those lips locked.
He broke the kiss, then started kissing her cheeks…
down her neck… across her chest…The he started
drawing wet circles with his tongue around her tit, each
circle getting smaller and smaller, until he got to her
nipple. As he started sucking on her nipple, she arched
her back and I could hear her moan through the window.
Then he gave the other nipple the same treatment.
When he was finished there, he kissed and licked his way
down. She had her legs spread wide by the time he got
there and I could hear her asking him to eat her.
From where I was, I could see she was already wet and
her lips were swollen. He put a finger inside her, then
licked her clit. She about jumped off the bed when his
tongue hit the clit. Then he started kissing it…
licking it… covered it with his mouth and sucked on
it. Amy’s fingers were running through his hair, then
gripping his head like she was trying to get more of
herself in his mouth. She was moaning pretty loud by
now, then she started screaming as she wrapped her legs
around his head and bucked her hips. He tried to hold
her still, but she moved too much and he had to back up.
She waved for him to come up, so he crawled up the bed.
She put a lip lock on him as he got to her, reached
down, grabbed his cock, rubbed the head around in the
juices flowing out of her, then put it in the proper
place and started pulling him in. I couldn’t see her
face when he started pushing in, but heard her gasp as
the head made it in. He pushed a little more… then
back… then a bit deeper… then back. He was doing it
real slow so she could handle more each time. Finally,
he got most of it in and stopped. He kissed her more,
then asked if she was ready. I could see the top of her
head as she nodded, then he started working it in and
out. She started moaning immediately and it just got
louder as he got faster and faster. She wrapped her legs
around him as he came, pulling him in as far as she
could. They lay there kissing for several moments before
he moved to get up.
I about shit my pants when the door swung open and out
came a couple people from the second floor. I had to
hide while they sat on the steps and smoked a couple
cigarettes, still hearing sounds occasionally from Amy.
I thought I heard her say “stop” a few times and “that
hurts!” but wasn’t sure. The smokers were there about 10
minutes, then finally went back inside. I moved back to
the window to see what Amy and friend were up to then.
Amy was on her stomach, lying across the bed instead of
lengthwise as before. Her hips were at the edge of the
bed, her legs down and feet dangling to the floor. There
was sweat all over her face and back as she lay there
with a weird look on her face, sort of pleasure, sort of
pain. Her friend was slowly pumping in and out of her
from behind, his feet on the floor and his hands holding
her hips in place. He did that for a while, then he came
and pulled out.
He lay beside her and asked of she was all right. She
gave a weak nod, then he got up and walked to the
bathroom, straight across the hall from Amy’s room.
She slowly got up and turned to go to the bathroom as
well. When she stopped and bent over to pick up her bra,
I saw cum oozing out of her ass.
As they both stepped into the shower, I headed to my
apartment to take a shower myself.
Oh yeah, I found out from Tracey a few day later that
Amy thought he was just going to fuck her from behind
when he told her to get on her stomach and hang over the
edge. She didn’t want him to try her ass, fought him a
little, then realized he was just to strong for her to