The Midnight Train

He's watching us.

As I start to calm down, he lowers me back to my seat and sits back to rest for a moment, his breathing still labored. He downs the rest of his beer and opens another bottle. My seat is reclined and I casually move as if to get my beer on the tray in front of me. While doing that, I twist my hips so that my pussy is facing the voyeur; still red, still throbbing. My head is leaning against the shoulder my new friend with the big dick. The reading lights from the cabin are highlighting me for the voyeur. I'm naked to his eyes. I'm letting him see all of me. I squeeze my pussy a couple of times and know he can see it open and close slightly. I can still feel the after tremors of my orgasm coursing through my body.

I pretend that I don't know he's looking at me.

He pretends to be asleep.

Gil wraps his hand around my shoulder and reaches down to idly play with my breast.

Oh my god Jennifer, that was fucking incredible. I can't believe it happened.

I reached over with my left hand and began to stroke him again, he immediately responded.

"Oh god! That was wild for me too!" I agreed. "I never expected this tonight! I was just planning on sleeping"

His dick was hard again and I wondered.

Almost as if he read my mind, he whispered he wished I wasn't so small; he'd love to bury his dick in me.

I looked up at him... "I'll try if you want to?"

"Yeah!!! Do you think you can?"

"I don't know, but I'd like to try... just be careful" I whispered... "Don't hurt me".

I got up and he moved so that he was lying across both seats, his back leaning against the window. I climbed up over him onto his lap, my ass facing the voyeur across the aisle.

I pushed the skirt down my legs and off, so that now I was totally naked.

I reached back behind me and took Gil's dick in my hand and guided it to my wet opening.

I rubbed the head of his massive dick along my opening coating it with my juices and spreading my lips.

He gently pushed as I guided it. I couldn't take it the first time, had to relax more. I rubbed my clit for a few moments and sat back again as he pushed. It stretched me wider and wider and again I had to back off. I rubbed my clit some more with his cockhead. I was just so excited with this whole situation. I was kneeling over him lying against his chest as I rubbed his dick along my open pussy. I pulled him to me again. This time when he pushed, I felt myself opening wider than I ever had before. It was almost painful, but so intensely pleasurable too. He continued to push and then I felt him begin to slide inside me. I moaned loudly, biting my bottom lip knowing my other friend across the aisle was listening as well as watching. His dick filled me like I've never been filled before or since. He would get about ¾ of it into me before I had to move up and off him again.

I was going to come; I could feel it coming on me fast. It was just too intense, being fucked by this huge dick while the guy across the aisle watched. I could picture my pussy stretched around that massive dick inside of me. I could feel it pulling my pussy almost inside out as he pulled it out, my lips stretching outward as when he slid back out of me again. The head of his dick was almost stuck inside me.

He started to really thrust. He couldn't drive in his full length, but deep enough so that it felt like he was bottoming out inside me... it was intense.

I began to orgasm and he continued to pump as my pussy squeezed hard on his dick.

"I can't stop, it's too intense, I'm going to come too" he whispered breathlessly into my ear.

I continued to move on him as my orgasm claimed me.

" Come with me, come inside me" I whispered back.

Just my saying it seemed to be all he needed and felt him tighten up and then drive deeply into me blasting his load. He groaned as wave after wave wracked him. It seemed like he went shooting forever. I was way too loud in my orgasm... I couldn't help it though. My pussy was trying to crush this dick inside me, but there it was so big that I felt like I couldn't contract on it.

Meanwhile, he was whispering and moaning about how intensely my orgasm is squeezing his dick.

My nipples were so hard that they were painful; it felt like my entire breast had twisted up into my nipples. They were red and throbbing and huge, swollen with blood and my excitement.

As we calmed down, I lay on him his dick still inside me. My pussy was still super sensitive and he continued to move inside me. As his dick softened, he slid more of it into me and I could take all of it. But when he started to stroke and get hard again. I moaned out my pleasure and incredibly he began to fuck me again.

He leaned up and sucked a nipple into his mouth as I moved on him. It felt so good to have the heat of his mouth on my sensitive nipples. I could never take much more than maybe seven inches into my pussy. Somehow, it seemed I was taking more of him now. He moved against me as if he were in a race. He was fucking me faster and faster. One time, his dick popped out and I moaned in frustration. Then in the very next stroke, he drove back into my hungry hole. I moaned out too loudly. I knew that if others were on the train, they must've heard, but I just couldn't control it.

The next time I came it was as he plunged deeply back into me. I lost control and felt my pussy clamp onto his dick again. He almost picked me up as he pulled back for another thrust. I was almost to the end of my orgasm, when he started to pump into me like a Wildman. He was moaning in my ear and between that and what his dick was doing to my pussy, I exploded yet again and a moment later, he lost it for the final time.

When we both calmed down, I rolled off him back into my seat, my used pussy spread open wide for the hungry eyes across the aisle.

He leans into me, whispering to me how that was the best sex he's ever had. Then he notices the guy across the aisle staring at my open pussy highlighted by the reading light.

"I think someone may've been watching." he whispers in my ear breathlessly.

"I know... he's been awake awhile... almost from the beginning." I murmur.

"You like to show off, how fucking hot!" he whispers in my ear.

I smile and close my eyes, still naked on the train in full view.

I was almost asleep like that when the conductor calls out somewhere behind us for a station.

Gil threw a small blanket over me and cuddled even closer next to me.

The blanket barely covers me.

I pull it up to cover my breasts.

He ran his hands over my body and started to play with my tender pussy again.

I felt the train slowing and finally stop.

I open my legs a bit and he slides first one finger, then a second one into me and started fingering me.

His other arm is wrapped around my waist He reaches up and cups one of my breasts and starts to absently play it, making my nipples tingle again.

It feels nice.

He pulls my leg toward him, opening me up even more.

They are spread wide open barely under the blanket.

I feel the cold wind on my open pussy as the train door opens, I hear people coming aboard and walking by us. I wonder.

The fingers are in my pussy, slowly sliding in and out in a measured cadence. I forget.

He pulls his fingers out and using those two large fingers, he stretches my lips apart and opening me, revealing my pink inner pussy, the soft, secret place of a woman.

The train starts to move again.

The conductor asks for a ticket across the aisle from us.

I hear the clicking as he punches the ticket.

I pretend to be sleeping.

The fingers are pulling back on the hood of my clitoris; the air is cold on my hot sex.

I don't hear anything for a long time. I just feel the fingers holding my pussy open and rolling my clit. Other fingers are pulling on my taut nipple.

My breath catches, another orgasm claims me.

I arch my back in the throes of pleasure and the blanket falls away.

He continues to play with my pussy and nipples until the waves begin to subside.

I lay there resting, catching my breath.

Then...

"Thank you...You've made my night, she's very beautiful! New Haven is the next stop."