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 night.

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 really was!

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 of that.

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 anything.

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 stop.

The End