niiiiiice^

I'll admit it would've been a bit too much for me... I would've exploded eventually.
I had a similar scenario that wasn't nearly as good though since she didn't get naked... an old childhood friend "N" (our mothers were close friends for many years) I met again in college; she and her friend were in the dorm room with us (roommate was dating the friend at the time)... childhood friend stayed in the bed with me while her friend was in the other bed with Roommate, and we watched movies that night. The girls eventually stayed the whole night. She took her pants off but had some very small shorts on... she slept in that and a t-shirt, basically (no bra underneath, I remember; and actually it was one of my shirts for some reason---which she never gave back!)....and we were under the covers in the "spooning" position, me behind her of course.
I am not even sure if I would've been embarrassed or even more turned on if she acknowledged in some way that she could feel that I had quite a hard-on the whole time. At first I was even hesitant to actually get that too close because of it. (*it was also a strange thing
because we happened to be friends from way back in early childhood; and another problematic element in the mix here--- at the time I was interested in this other girl from class; so I was, perhaps foolishly...focused on that one instead of what I could've had going on here with my old "buddy", "N".) I still get turned on even remembering it. Actually I never even got to sleep that night. haha I was "up" all night in more ways than one.
Anyway, the only good view was when we swapped sides...she moved over while I got up above her to move. The way she looked in those little shorts was killing me, man....100% of the legs visible (and I'm very much a leg/assman)...the shorts barely covered the butt cheeks. I still do wonder "what could've been.." with that one....though fast forward to now and time hasn't been so kind (*she got married and gained quite a bit of weight after having children) Oh and yeah Roommate would still occasionally laugh at me like "dude you could've easily had that one."