My girlfriend and I were staying over at our female friend Fiona's place, and our doublebed was right next to Fiona's bed. Although I have a very beautiful girlfriend I always thought Fiona was gorgeous. Late at night my girlfriend and I removed our underwear and she started giving me a wonderful blowjob..we tried to be quiet, but I noticed that Fiona was stirring a bit as if she wasn't asleep, and part of me felt a mixture of panic and excitement that she would notice us. The room was not very dark because there were some light coming in through the windows.

The idea of having Fiona lying so close to us while having my cock sucked by my girlfriend was an incredible turn on and my cock was hard from my girlfriend's warm wet mouth. After a while I noticed Fiona turned around so she was facing us. My girlfriend didn't seem to notice because she was so focused on sucking me. I didn't know if I was going to stop what we were doing because Fiona obviously had a clear view of us if she only opened her eyes, and she was lying very close to us. But although I felt a bit panic about this, I also felt a growing excitement that stopped me from doing anything. I started thinking how Fiona was only pretending to sleep and was actually awake, so she could easily have seen my girlfriend playing with her tongue over my cock and taking it all in.

Then my girlfriend stopped sucking me and whispered that she wanted me to come over her tits and we slowly and quietly changed position so she lay on her back and I straddled her so I had a nice view over her face and tits. I started masturbating my cock with one hand while fondling my girlfriend's breast with my other. In the corner of my eye i saw Fiona stirring and I was quite sure by then that she was awake and even saw us, but by now I no longer cared. I was so fucking excited from the thought that she saw me masturbating my rock hard cock while pinching and pulling my girlfriend's stiff nipple. My girlfriend was also masturbating herself. Just then I couldn't help looking in Fiona's direction and i saw her eyes were open..i realised then that i was more turned on from having her watching me than i was from being with my girlfriend. This moment of panic and excitement made me come and while my cock was shooting my cum over my girlfriend's tits and face, Fiona and i had eye contact.

After this, my girlfriend and i pulled the duvet back on and cuddled a bit before falling asleep.
The morning after was like any other day, except that Fiona smiled in a peculiar way when she looked at me.