This happened around 1998-99 when i was in my second year at college. A friend of mine lived in a block of flats that was normally used as holiday apartments during the summer season, but was rented out to students for the rest of the year. It was a fairly big flat with a large living room / kitchen, a master bedroom, a smaller second bedroom and a bathroom with a bath and shower. The living room had three sofas in it, a double sofa bed and pair of three-seaters. My friend, Mark, decided to throw a house party and invited some of the students from our year group, and some of the new first year students who we had got to know over the last few months. The night went along like most house parties, plenty of booze and loud music, the occasional falling out and reconciliation, and general mayhem from a bunch of 18-20 year olds. Eventually most of the crowd had gone home and there was around 15 of us left, Mark and his girlfriend locked themselves in the master bedroom and left it to me to make sleeping arrangements for the remaining people who wanted to stay over. Fine with me, it meant i got to pick where i slept! A group of us unfolded the sofa bed and moved the two three-seater sofas to be at either side of it, basically making one giant bed. I claimed my place on one of the three-seater sofas, it suited me better because I'm very tall. The sofa bed just wasn't long enough! Three of the first year lads decided to sleep in the small bedroom as they we're planning on staying up longer to smoke a bunch of weed and it meant they didn't keep everyone else awake - Big mistake, this is where the fun begins! They had left their girlfriends to sleep in the living room with the remaining people on the sofa and on the floor. I stripped down to my boxers and t-shirt and got under the double duvet i had taken from the laundry cupboard. The rest of the group got changed and settled in under the spare blankets and duvets they had found in the same cupboard.. There was now six of us spread across the giant sofa bed and two or three people sleeping on the floor. We switched the light off and just as i was nodding off the door to the living room opened and in walked Sarah, the girlfriend of one of the first year stoner lads. She had been sat with the lads while bedding arrangements had been made and had missed out on a place to sleep. (Sarah looked like a young Lucy Beaumont, but a rock chick, way out of my league, or so i thought!) She asked if she could sleep next to me as i was the closest to the doorway and she didn't want to have to climb over the people sleeping on the bed, and didn't plan on sleeping on the floor. I said no problem and turned away as she got undressed. She climbed over the back of the sofa to get into bed and I instinctively looked up to see where she was putting her feet so i didn't get a foot in the balls. She was wearing a light pink thong and a small army green t-shirt that was sculpted over her small but pert tits. She laid down next to me on the sofa but there wasn't enough room to for us both to sleep on our backs so i rolled onto my side, facing the centre of the giant bed. Sarah turned to her side to face the centre of the bed as well and i was now pretty much spooning her! I don't know if she was genuinely fidgeting or not but she kept wriggling about and rubbing her arse against my dick, i had to use all my willpower not to get a boner! The room went quiet and we thought we were the last people awake - we would be proven wrong! Our feet were touching under the duvet because of the limited space, which slowly turned into deliberate touching and caressing of each others feet. My heart was racing and i couldn't help but get a semi! Sarah must have felt it press against her arse and she leaned into me making me get even harder. I took a chance and slid my arm under the duvet. My hand met hers and we began to stroke and tickle each others palms and fingers. I've done some kinky stuff in my time but i don't think I've ever had a more exciting experience just stroking someone's hand. This went on for a few minutes and I decided to take another chance, I slid my other hand under her body and around to her chest, I lifted her shirt and started to play with her tits. Gently stroking and squeezing them at first and then kneading her hard nipples between my fingers. She really responded to this and let out a long moan. I panicked a little and whispered "Shhhh, we'll get caught!" Sarah wasn't phased and took my hand, the one that had been stroking her fingers, and moved it between her legs. She knew what she wanted and rubbed my hand over her crotch. I didn't need her to explain and i slid my hand into her pink thong, she was absolutely soaking! I slowly rubbed her swollen clit with one finger at first, moving to two fingers as she began to breathe more heavily. It was difficult to do because of the angle but i would move away from her clit from time to time and slide my longest finger inside her. This made her whole body shake and she would grip my wrist with her fingernails while stifling a moan. My cock was fully erect now and she reached back into my boxers and started wanking me off. She really knew what she was doing and i had to tell her to slow down. "you're going to make me cum if you're not careful" i whispered "do you want to fuck instead?" "yeah" she purred Sarah took her hand out of my boxers and yanked them down so they were resting beneath my balls, she then reached around her own arse and pulled her thong to one side, ready to take me. She raised her leg a little and i guided my swollen cock into her from behind. (She was only 19 at this point and very tight for someone who knew her way around a cock so well!) Sarah let out another long moan and didn't I bother to shush her, it made it all the more exciting that we might get caught! My hand was still between her legs rubbing her clit as we fucked, her nails digging into my wrist and arm as she squirmed and moaned with pleasure. It's at this point that we realised we were not the only people awake. We heard a wet rhythmic sound and it was Sarah's friend Katie, she was fingering herself while watching us in the dark on the opposite sofa. It never even occurred to us to say anything to Katie, it just made it all the more exciting. Sarah pushed back harder with her arse and i held her body tighter as i pounded her wet cunt and rubbed her clit. We fixed our gaze on Katie fingering herself as i told Sarah i was getting close to cumming "me too, hold on a little longer" she said I rubbed Sarah's clit faster and fucked her harder as i felt her body violently shake as she shouted a muffled orgasm into the sofa cushion. I was seconds behind and i shot my load inside her while stifling my own shout. Katie was furiously fingering herself to the image of us both cumming and she arched her back as her own orgasm ripped through her body, she tilted her head back and took a sharp intake of breath as she climaxed. She turned to us and mouthed the word "Wow!" We had a little chuckle between us and tidied ourselves up before going to sleep. ---- It turned out that Sarah's boyfriend was more interested in drugs than sex, and while she wanted to stay with him she desperately needed a release from time to time. We fucked a bunch more times in the year before i left college, and she kindly arranged a threesome with her and Katie, but that's another story.....