Watch and Learn

Penny was more likely to be called 'cute' than 'hot', but that was certainly no insult. She had an energetic smile and a delightful laugh. Her big green eyes lit up her face, and her brown hair was usually tied in pigtails. She was of average height and just a tad overweight, but a lot of that came from the shapely pair of D-cups ornamenting her chest. Her ass was also a little plump: once again--certainly no insult. She was the kind of gal a guy could date, or just be friends with, but the trick was to get the best of both worlds.

But perhaps I should start at the beginning . . .

When I had registered to attend classes at Fontana Community College, I was excited about the possibilities it would give me. The few friends I had had left home right after high school, and the prospect of meeting new people was all I thought I would have to look forward to. Between my classes and my job, my schedule was already filled for the summer, but I had high hopes that college would show me the good times I had missed out on during high school.

As it turned out, the few weeks after I'd graduated were the best of my life. My courses hadn't started yet, and so I simply worked all day, every day. But there was a new shining light that had moved in right next-door: Autumn. For weeks now, Autumn and I had developed an erotic, if not strange, relationship. Hinged solely on our love for voyeurism and exhibitionism, this relationship took place behind our own bedroom windows as we masturbated for, and with each other. We had never met, never spoken, but I, for one, had never felt such lust for anyone ever before.

When the semester began, however, my classes were severely cutting into the time I had been spending watching, or performing for, my redheaded beauty. I only had school three days a week, but since I worked during the day, I had to schedule most of my courses early in the morning, and late at night. On some days, then, Autumn was asleep both when I left and when I came home. All of the excitement my dick had been getting was suddenly reduced by half.

It was the Monday of my fourth week, and I was taking my last class of the day, Biology. This had been the hardest course I'd signed up for, as it also had a required, 2-hour-a-week lab. Mine was scheduled on Friday evening. Yeah--lucky me. For the labs, we were paired up with someone and were to do all of our semester projects together. I got stuck with some boneheaded guy at first, but when he dropped out after the first week, a girl that had been the odd-gal-out in a group of three joined me to make things square.

Which brings me to Penny. We hit it off immediately. Though she had mentioned having a boyfriend right away, she still seemed rather flirty with me. During our classes and lab, we would share notes, make jokes about the instructor's dull, monotone drawl, and talk about all sorts of topics. In the short time I had known her, I already counted several major things Penny and I had in common: We were both generally shy, most of our friends had moved away, we lived with our sisters, and we thought all of the other people in our Biology class were total stuffed shirts.

This last one was most important, as it meant that if something were to happen to Penny's boyfriend, then I at least had the upper hand over my fellow classmates on snatching her up. Yes, I was already thinking about going further with Penny, but mostly we were just having fun. Though there was definite flirting going on from both sides, there wasn't much sexual tension in our friendship.

Until Monday's class ended, that is. . .

We had just left the classroom, and I was expecting to part ways as we always did, but Penny followed alongside me.

"Gavin, do you think our journals are complete enough?"

For our lab, we were keeping journals to record the progress of plants we were growing in different soils. It was our first major project, but I was a little taken aback that Penny had mentioned it now. We usually didn't bring up class unless we were going to make a joke about it. But she sounded serious--concerned, even.

"I don't know," I said. "What do you mean by 'complete'?"

"I mean, I saw the two short guys writing in theirs, and it was like pages long for each day."

Now I understood her concern. The 'two short guys' were generally regarded as the smart students--always answering questions, showing off various useless knowledge, etc. So the idea was, if you wanted a good grade, they were the example. If their daily journals were pages long, our paragraph-long passages weren't going to raise any eyebrows.

"You think we should beef ours up?" I asked.

She nodded. "I mean, we can do a lot of it from memory, but some of it we'll have to just guess and make up the rest. If you're okay with that."

"Shit, I don't care. But we'll never have time in lab to do it. You want to get together Friday night?"

I didn't even realize I was asking her out until the sentence had left my mouth. Sure, it was for class, but--

"Yeah, I could do that. But, you're free, right? I don't want to fuck up your weekend or anything."

"No, no. My weekends are . . . this will be a high point," I laughed, and I swear I saw Penny blush.

Technically, it was true. Autumn was still my weekend's highest point, but a 'class date' with Penny would be far more exciting than anything else that went on. Hoping to understand her true intentions, I wondered if Penny was going to tell her boyfriend about our plans. But I dared not ask. I didn't want to be caught assuming anything and ruining a perfectly good friendship.

The week dragged on as usual, but come Friday night, I was shifting in my seat restlessly as I waited for lab to end. For the whole two hours, I dreamed about what the night might become; imagining Penny saying 'to hell with my boyfriend' and throwing herself at me. Her clothes helped my fantasy, as she wore tight jeans that hugged her ass, and a shirt with a large v-neck that offered a generous view of her cleavage. When I looked at her across the table, I couldn't help but try and picture what those massive tits would look like naked, with my hands squeezing them.

The thoughts affected me externally, too--and I don't just mean the erection that wouldn't go away. I was quieter, and she seemed to notice, because she'd break the silence with questions about 'how I was doing'. We weren't having quite as much fun as we usually did. In short, we were at least pretending to pay full attention to the instructor. I considered the possibility that I had ruined the friendship and any chance of something more; my irrational hopes had bred tension, and I was no longer the guy Penny had been so friendly with. I feared that my nerves had gotten the best of me. My only shred of hope rested on the fact that Penny, too, seemed a little nervous, but no less pleasant. Plus, we were still on for the meeting after class . . .

"Oh, shoot," Penny said, snapping shut her cell phone. Lab had ended, and we were gathering up our things. "That was my sister. We can't go to my place. She's having a 'friend' over."

For a moment I panicked. Was this the truth or just her way of getting out of tonight?

"We could go to like a coffee shop or something," she offered, "but those places are always so distracting to me."

"Me, too," I agreed. Then, clinging to hope, "We could go to my place."

"Oh yeah, that'd be cool. You live closer than I do anyway, right?"

"Yeah, a little." Good. So we were still on.

Now I wasn't even thinking about sex. I was just relieved she was still my friend and hadn't been 'weirded-out' by my odd behavior.

"My sister and I split up the house," I continued. "The whole main floor is basically mine, so we won't be bothered."

"Great," she said, and we headed for the door. "But can I ask you one thing? Can we stop for dinner first? I'm starving."

"Absolutely."

We met at a fast-food place for a quick bite, and then drove on to my house. For the next couple hours, we sat in my bedroom at my desk and turned our five-or-so sentences a day journal into a small booklet full of mostly redundant information. But it looked and sounded good--at least A-minus material. And it had gone so smoothly that we continued to sit there, talking and drinking beer, for another hour. Neither of us drank much, but we were getting looser, flirtier, and touchier with each other. Only my small desk lamp was on, so the room was dark, adding to the mood. Finally, the topic turned in a wild new direction.

"This is fun," she said, laughing and patting my knee. "Usually I hate meeting new guys."

"Why?"

"Because of these," and she pointed at her breasts and laughed. "It's the only reason most guys want to talk to me, and I hate that. Because they're usually boring, or just jerks, and so they're no fun. I want to be with someone I can talk to."

"And that's why you're with your boyfriend?" I asked. "Because you two can talk?"

"No," she said with a wave of her hand. "That's why I make-up my boyfriend."

"You what?"

"I know. It's shows how completely insecure I am. But I don't like building relationships on first impressions. So I always tell guys I have a boyfriend and I'm in love with him, and all this, and if the guy knows that and he still pays attention to me, you know, if he puts his time in, then I know he likes me for me."

I was floored by what Penny had just revealed to me, but I was even more excited about why she revealed it. It seemed obvious, with her hand now resting on my upper thigh, that she wanted me to know she was single so I would know to make my move, if I was so inclined.

I put my arm around her.

"So what do you think I like you for?" I asked with a smile.

Before she could respond, a light flipping on outside my window interrupted us. Autumn! I had completely forgotten, and assumed she was asleep, or out somewhere. Apparently she had been out, and was just getting back, as she dropped her jacket on a chair and kicked off her shoes.

She was just as beautiful as ever, with her curly red hair and milky white skin. She wore a short brown skirt that was just long enough to hide the bottoms of her ass cheeks. Her maroon spaghetti-strap top was so tight that I could easily make out the nipples on her full, B-cup breasts. Last but not least were her high heels--the first time I had seen her wearing them--which made Autumn's long, naked legs look even longer.

She never looked my way, but I was terrified about what this could turn into. If Autumn didn't realize I had company and started to play for me in her window . . .

I looked at Penny to see if she had taken any notice. She had.

"Your neighbor?" she said, more a statement than a question.

I just nodded, looking away from the window and pretending not to be interested.

"She's very pretty. Does she always leave her shades open?"

"I don't know," I lied. I stood up and moved to my window. "But mine usually aren't open, and I'm not usually home, and--"

As I reached for the cord to pull my blinds shut, I saw something that made my heart skip a beat and my body to freeze. It was a guy walking into Autumn's bedroom.

The guy looked to be a couple of years older, maybe 21. He wore all black, including a leather jacket and slicked hair with sideburns. He might as well have just come from a 'Grease' audition. He was tall, with a decent build, and seemed to be making himself comfortable right away. He tossed his own jacket onto the chair and moved to Autumn, took her in his arms, and kissed her full on the mouth.

I was devastated. True, ours hadn't exactly been an exclusive relationship. At least, I knew I hadn't been exclusive. There was one young woman--a customer at my job--who had given me the best fuck of my life, although she was only the second I'd ever had. Sex wasn't something I was going to just pass up. Besides, I figured Autumn and I had to have our own lives away from our windows, and I told myself I wouldn't mind if she had some fun of her own, too. It wasn't like we were dating.

But I never considered having to see Autumn having that fun. I was suddenly filled with jealousy, but I was also feeling very inadequate. This guy was bigger than me, older than me, more traditionally handsome than I was, and he was in Autumn's bedroom, groping her.

Maybe I was just something to tease, I thought. Maybe Autumn was just using me. Perhaps she never intended for us to meet. I was just going to be the little secret boy in her window that performed for her like some spineless jester.

"Oh my God!" Penny whispered excitedly. "They're going to get it on!" She got up from the desk, then switched off the lamp, leaving us hidden in darkness. She joined me at the window, with a huge smile on her face. "You think they'll leave the shades open?"

I didn't answer. The possibilities of having misread this whole relationship with Autumn was consuming my mind. I had to take control, calm down, and think this through. No, I wasn't just her toy. She performed for me just as much. And she always had such a sweet, friendly demeanor about her. I couldn't accept the notion of her being scandalous.

And then, as I stared, watching her passionately kiss this stranger in full view, I saw Autumn open her eyes and look right at me. It was too dark in my room for her to see me, but our eyes seemed to lock anyway. And then she broke the kiss, hugged Grease closer to her, and smiled my way.

"Oh, no!" Penny said. She ducked around the side of the window, but I didn't move. "Did she see us?"

Slowly, it was coming to me. I was beginning to understand, even if I didn't yet fully accept it. Autumn wanted me to see this, but not to tease me--at least, not in a bad way. She wanted to give me something new to watch. A sly grin spread across my face.

"No," I said, gesturing for Penny to come out of hiding. "She didn't see us."

Grease turned and stood facing the window as Autumn slid down the front of him to her knees. She worked his pants open and his half-erect cock popped out. Autumn took it in her hand, slowly stroking it to life. Then, when it was standing straight out to her, she took the head of the cock in her mouth. Autumn sucked on it, just like a Popsicle, and Grease rolled his head back in pleasure.

Autumn guided him to sit back on the bed, making sure he was sitting at such an angle to make all the action visible through the windows. She grabbed his dick, which was now red and throbbing, and pulled it to the side so that she could lick up and down his length. Once he was coated with her saliva, she took him in her mouth again, this time going down on him all the way. Her head bobbed up and down as she sucked him, and he gently held her head in his hands.

"This is so hot," Penny said. Her eyes never left the window. She was breathing heavier, and she was unconsciously tracing the top of her cleavage with her finger. She licked her lips, and they glistened in the faint moonlight.

Meanwhile, Autumn was still sucking Grease, bobbing on him faster and faster. Then she took his cock out of her mouth and licked and sucked his balls, still stroking his wet shaft with her hand. With his eyes shut tight and his teeth bared and clenched, Grease looked like he was about to lose it. He reached down for her breasts and squeezed them through her shirt, then let go and tried pulling her shirt off.

Autumn released his cock and leaned back just long enough to let him pull her skimpy top off, then went back to tonguing his balls. Her beautiful tits swung free, her nipples already hard. Autumn's skin was so smooth and milky white, I could almost feel her soft, warm skin by just looking at her. Despite seeing another man taking pleasure with my dream girl, I was getting very, very aroused.

A movement to my side caught my attention, and I remembered Penny. I turned to look at her, expecting her to be just as before--captivated by the unbelievable show across the yard. However, when I looked, she was looking right back at me. Her eyes glistened as much as her full, wet lips, and they were sending an undeniable signal of lust, want, and need. I realized I must have looked the same way to her. Without hesitation, I leaned forward and kissed her deeply.

Our hot tongues wrestled in each other's mouth, and our hands fearlessly explored each other's bodies. It was such a perfect kiss. We were so in sync with each other. There were no fumbling or bumping noses. It was as if we had rehearsed this for days. I pulled Penny close, feeling her huge breasts against me. As if this sudden development wasn't enough of a surprise, I felt Penny grab my hard-on through my pants. I moaned in shock and broke the kiss, already wondering where I should place my lips next.

Penny had other ideas. Still holding my erection, she looked back to the window. I followed her gaze, and we were just in time to see Grease reaching his orgasm. Autumn was sucking him fast and hard. His face was bright red, and his teeth still clenched. Every now and then Autumn would take him out of her mouth, look up at him, and say a few words. I could only imagine the filthy things she must have been saying. Then Grease opened his mouth wide. Autumn was talking to him at that exact moment, but she dipped her head down to try and get him in her mouth again before he came.

Too late. A long stream of white jizz shot out from Grease's cock. But Autumn was quick and close, and she caught nearly the entire stream in her mouth. The rest stuck to her chin as she deep throated him, holding him with her lips as he shuddered from his orgasm. Certainly, he was filling Autumn's mouth with cum, as his hips still bucked with purpose, and her throat gave no indication that she was swallowing.

"Oh, fuck!" Penny said under her breath. She was so mesmerized, I doubt she even knew she had said it out loud.

Moments later, after his climax had subsided, Grease sat up fully on the bed, unbuttoned his shirt, and pulled Autumn up toward him. She released his softening dick from her mouth and quickly moved up to kiss him. As her lips neared his, her mouth opened and a big glob of cum spilled onto her breast and his chest. Grease took no notice, and kissed her passionately.

"Holy shit!" Penny whispered. "They're swapping! My God this is so fucking hot."

I was a little shocked myself. I had never seen this before, and while I wasn't too sure about trying it myself, Autumn definitely made it intensely erotic to see. As they hungrily kissed each other, more cum spilled from their lips, landing on their chests. Then they stopped, and Autumn pushed Grease so he was laying back on the bed again. It's her turn, I thought, and looked over at Penny to see her reaction. She was not looking back, but was actually pulling out of my hug and moving down to my cock. She kneeled and, just as Autumn had done to Grease a short time earlier, unzipped my pants and pulled my erection to freedom. She stared at it and stroked it as she spoke.

"I hope this is okay. . . I have to--"

Penny cut herself off as she shoved my throbbing cock into her mouth. The sensations and the memory of what I had just seen were nearly enough to send me to orgasm right then, but I managed to hold back. Penny's mouth was hot and her tongue felt like it was everywhere at once, swirling and squeezing and stroking my entire length. Her head was bobbing on me, but I felt like she had me deep in her throat the whole time.

I glanced up, back out the window, and saw Autumn was now completely naked except for her high heels. She was leaning against the wall, her perfect ass facing the window, and Grease was on his back beneath her, greedily lapping at her wet pussy. Autumn arched her back a little more with each lick, and Grease's limp dick was already beginning to stir again.

I closed my eyes and groaned as Penny suddenly took me even deeper into her throat. Looking down, I couldn't even see my cock anymore, just her pretty face pressed hard against my groin. My knees went weak, and I gripped the window edging to keep my balance. Penny bobbed only slightly back and forth on me, jerking me off with her throat. The thought was enough to make me cum. The sensations were enough to make me explode.