15 comments/ 129569 views/ 46 favorites The Midnight Train By: JenniferO1 A few years ago, I lived out on the east coast while in graduate school in New Haven, CT. One Thursday in the spring, I got a call from a guy I know from home. He told me that he and a bunch of friends were getting together down in Philly for a ball game. He wondered if I wanted to join them. Well of course, that sounded great, I was feeling a just a bit lonely, Bob was out of town for a week or so. A weekend of hanging out with old friends was just what I needed. I decided to take the train down to Philly. It looked to be a pretty straight shot. I took an early train on Saturday and was there by around 11 am. They were waiting at the train station with liquid refreshments and hugs all around. Life was good, very good indeed. Well, as you might imagine, we had an awesome time, Philly is a great city. I had no idea how cool it was. For some unknown reason and I know it's totally unfair, but I thought it was just a gray dirty place and nothing could be further from the truth. We went to the ball game and then back to the hotel to shower up and get ready to go out to dinner. Of course we continued to drink and party the whole time we were getting ready through dinner. After we ate, we ended up dancing the night away in some clubs. The next day, we all went to the zoo. That was a good way to get the day going again; I hadn't been to a zoo in years. Even better, after we left the zoo, we found an outdoor café with some live music and started to drink and party again. I was supposed to head back to New Haven on a late Sunday afternoon train, but I was having so much fun partying with my friends that I decided to put off the return to later and then later again. It got to be a joke as I kept partying and missing trains. Finally after blowing off train after train, I was down to one of the last trains out of town. I didn't really have any choice as I had to be back in New Haven for classes on Monday morning. I had a great buzz going by the time I got on the train. I figured I'd just read and maybe sleep a bit. I had a good seat in the business class car which is usually half empty anyway. That didn't turn out to be the case on this night though. There were no empty seats. Everybody seemed to be crashed out, each of them taking a couple of seats for a bed. So I ended up sitting near the front of the car next to this big, kind of brawny guy. Once the train got going, he turned out to be really friendly and we started chatting. I was still pretty much awake and so chatted away with him for awhile. I don't know if he had any idea how lit I was, I later suspected that he must've. After an hour or so when we got to a lull in the conversation, I pulled my book out of my bag and began to read. He settled in to sleep. Sometime later, he shifted around to get more comfortable and I happened to look over. I couldn't believe what I saw. This guy must've been having a dream or something, but he was aroused and I mean to say, he was huge. The thing was lying sideways in his pants. It wasn't like he was exposing himself or anything. But, my god, the size of his dick was just so obvious. I don't know if it was because I was still high or what. I tried to read my book, but kept peeking over to check it out. I wondered if it was really as big as it looked inside his pants. It's not even like I'd been this big fan of large dicks, I'm so petite that even an average dick feels big to me. I think it was more the uniqueness of the thing. I'd never seen one that big before. Well, I lost track of time for awhile, I must've been daydreaming while I was staring at it. I don't remember what I was thinking at the time. I came out of my fog and sensed something was different. I looked up and the guy was watching me. I blushed and then laughed nervously. I had been well and truly busted. Now I knew how guys felt. I looked back at him again and still laughing at myself, I apologized. He put his hand on my arm and told me not to worry about it. It happens all the time. "I can see why" I blurted out... "That thing is huge..." and I covered my face laughing. When I got myself back into control, I told him I was sorry again. I explained that I had been partying with friends for all day was still pretty loaded and just wasn't myself. I didn't mean to embarrass him. "You didn't embarrass me." He said. "In fact I'm impressed, most women ignore me and act as if I did something wrong when I catch them looking. You're really upfront about it, but then you're probably are used to catching guys check you out too." I thanked him for the compliment and admitted that yeah, I kinda do get my share of looks and that I did admire guys who where straight up about it, then laughed again at my pun. He laughed too. "Let me buy you a drink to make up", I said. I really think I need one right about now." "Sure... I'll take a beer if they're open." he said. I walked back to the café car. I bought a couple Sam Adams and brought them to our seats. He thanked me and took the beer I offered. We clinked bottles and each took a long pull on our beers. We drank our beers and talked small talk for awhile until I finally had to ask, "Ok... so tell me, since I'm already busted... and I can't let things well enough alone... just how big is it anyway? I don't think I've ever seen anything like it." He laughed, "Wow... you are direct!" I just shrugged my shoulders and smiled sweetly up at him. "Well ok, it's a little over 9 inches long and just about 2 inches thick. If I wrap a tape measure around it, it's a little over 6 inches around." Now it was my turn to be amazed... "You wrapped a tape measure around it!" "No, he laughed, "a girl I was dating did, I think she wanted to brag to her girlfriends. Funny thing is, she liked to look at it and even play with it sometimes, but wanted nothing to do with sex." "Really" I said amazed. "Yeah... a lot of women like to see it, but it mostly scares them when I try to get them into bed. So while a lot of guys think it'd be great to have a big dick, I can tell you that it's not all it's cracked up to be. I mean some girls like it, but I'm attracted to small women and well the two just don't go together really well." I could certainly understand that, I just couldn't imagine how it could work. I told him that I still thought it was pretty amazing, I'd never seen anything like it. "So... you want to really see it?" he asked. "I mean I don't expect you to do anything, but you seem pretty amazed and I think you're really cool, I just thought you might like to see what it looked like in the flesh." I did want to see it, but I didn't want to seem too forward, besides... we're on the train. On the other hand, it was pretty dark except for the reading lights and late at night to boot. I looked around and the only people who could see us were passed out in the seats opposite ours and the one in front of that. The guy across from us was sleeping against the window kind of facing us. The one in the more forward seat was stretched out in the two seats with a blanket wrapped around him, he was facing forward. The one across from us was really the only concern. "I don't know I hedged, I mean I wouldn't want you to get caught or anything." He looked around and I guess decided it was safe. "I don't think anyone is awake and I'll hear the conductor if he comes in the car. It's up to you though; I don't want to offend you or anything." "You won't offend me." I told him. If you want to show it to me, then sure; I'd love to see it. "You are very cool." He said with a definite admiring tone. "Yes I am!" I agreed laughing. "In fact, give me a moment; let me see if the café car is still open. I'll get us a couple more beers." He offered to buy, but I shushed it away and went to the café. It was still open but the guy was getting ready to close, so I bought 4 beers and brought them back to our seats. I handed them over explaining the deal with the café closing and figuring that more was better than less. He agreed and thanked me for the beers. He took a big swig of beer. I could tell he was nervous and kind of excited to be showing off like this. He looked around again to make sure everything was cool. "You ready" he asked. I turned toward him and shook my head yes and looked on with curious eyes. How's that saying go... curiosity killed the cat, satisfaction brought her back? He undid his belt and then unbuttoned his pants. He looked around again to make sure a final time, then, he unzipped his pants and reached in. In the next moment he unleashed the monster and I was amazed, awestruck and speechless. I mean... I've seen movies with guys who had huge dicks, but never had I ever seen anything in real life like this thing twitching in front of me... and I've seen a lot of dicks in my time too. This thing was immense! I know it doesn't sound that big of a deal when you see the number, but let me tell you... in real life a 9 and one half inch dick is big! Roll up a paper tube and you'll see what I mean... it's big. The head was purple and huge; it looked like a lemon sitting on top of that big, fat shaft. The veins were sticking out of the sides of the shaft, making it look ready for business. I couldn't see his balls, but could imagine them being big too. He stroked it a few times and it was like he was pumping it up. That big purple head throbbed, and a little sparkle of fluid was oozing from the tip. He looked over at me smiling, proud of his treasure. I sat there with my mouth open, just staring at it. "Wow!!" I said softly ... "it's beautiful!" And I meant it, I love dicks. I've always loved them, I love how they look, I love how they feel, I love how they taste and I especially love the wonderful things they can do to a woman. I do try to be discreet about it of course, if guys knew how much I like them... well you can imagine. I'd have more dick than I could handle. Thank god for my self control, otherwise I'd be in real trouble. I really like dicks... a lot. "You can touch it if you want too... it's up to you... I'm not pushing or anything." I looked at it. This was one of those moments that events hinge on. What I mean is that what seems like a simple decision can sometimes have long range ripples. When a woman touches a guy's dick for the first time, there's an implicit agreement made. I could shut the door here and be satisfied that I got to look at it... or I could scratch the itch. I looked at his dick standing there at attention in the light and thought for a few seconds not saying anything, I was really still pretty buzzed from all the partying during the day and now I was aroused too. I guess even more aroused now looking at this magnificently huge dick in front of me. That's a dangerous combination for me, I was lost from the moment I saw it and just couldn't resist feeling how heavy it'd be in my hand. I reached ahead and gently wrapped my hand around the thing. I couldn't get my hand around it. I ran my fingers lightly over it exploring the feel of it. I could feel it throbbing and could sense the power of it. The blood continued to power the thing, making it harder yet. The head was velvety soft. I was having bad thoughts, I was wondering how it would feel in my mouth. I absently began stroking it still trying to get a handle on its size, it just seemed unbelievable to me. Dicks just seem to be made for stroking; it's so easy to run one's hand up and down that hard shaft. He moaned out his pleasure. I smiled, I was glad that he enjoyed my attentions. I was lost in the moment forgetting where I was, I wrapped my other hand around it too. I was getting really hot. I had never had to use two hands to jerk off a guy before. This was pretty cool. Eyes closed, he told me that this was a fantasy. He always dreamed of a strange, beautiful woman enjoying his dick like this. He moaned as I slowly continued to stroke his massive dick with both hands. I was just mesmerized by what I could feel in that thing. He told me how this never happens to him because most women who see him regard him as kind of freakish because of his size. They like to look, but are afraid of touching him, afraid of the consequences. I told him that I understood I understood about being large. He opened his eyes and looked at me in disbelief, "How can you, you're so tiny?" He asked. I ran one hand up his shaft and squeezed the soft, spongy head of his dick. "Do you think you're the only one with large parts?" I asked. He lusty eyes showed intense interest, "Show me!" I hesitated thinking it over. I sat up and took my hands from his swollen member. I looked around, my turn to find out if it was safe. It seemed to be, so I slowly unbuttoned my blouse. I shrugged out of it and sat in the train car in just my bra and skirt. I looked around again and then reached behind me to undo my bra. I knew my nipples were hard and swollen and could in fact feel twisting up even tighter. I pulled my arms from the straps and held the cups to my breasts. "Are you sure?" I asked, teasing. "You're driving me crazy here woman... show me!" I lowered the cups and revealed my breasts to this stranger. My nipples erect, excited and begging for attention. He looked at me for long time, studying my breasts. He looked up at me and told me how beautiful my tits were, he loved my huge nipples. I told him some guys don't and he laughed and said they must be idiots. He understood that I understood! Topless now, I leaned forward and grasped his dick again. I stroked it. I spent time squeezing the lemon sized head. I tried to imagine him fucking me and couldn't. How could he fit that thing into me? "Can I touch?" he asked. "Yes... please!" He leaned forward and very gently took a nipple into his fingers. He rolled it; he pulled and then twisted it more roughly. I moaned. I love it to have my breasts and nipples treated roughly sometimes. He reached over and took my other nipple and did the same thing, pulling it as he twisted it around and round. They got even harder. I was breathing heavily as I continued to stroke him, giving him a slow hand job. I forgot that I was on a train and that others were around. I loved the feel of the big dick in my hand and the fingers playing with my nipples. Eyes hooded with lust, I leaned forward and kissed the head of the beast. He answered with a moan and pulled hard on both nipples, pulling me down to his hard dick by my nipples. I lay across his lap on my side facing him and his dick. I moved up over it and brushing my hair away from my face, I began to kiss and nip all over the big thing. I licked the head, making it nice and wet... it was so big and fat. He was moaning as I licked that nice place under the head of a dick, that special place where all the nerves are. It started to bounce and I stopped. I didn't want him to come... not yet. As I'm doing this, he continues playing with my breasts, teasing my nipples and squeezing the caressing. I loved it... I thought of what it might look like if someone were watching or filming me and it got me even hotter. I wondered what Bob would say when I told him that I had blown a guy on the train; that made me hotter yet. He was always after me to do something like this. I lifted away from his dick for a moment to get my mark and then I moved over the head of his dick and lowering my head, I started to take it into my mouth. The head was so fat that I felt that I couldn't have stretched my mouth any wider. It kinda popped into my mouth. The shaft wasn't as fat as the head. I started to run my tongue around it and he began to moan even louder. "Oh my god, that feels so fucking good!" I was getting hotter every second. I moved down on his dick to see how much I could take, I could take only about half of him in. I felt like if I took any deeper into my throat, I'd choke. I started to move up and down on it, stroking the rest of the shaft. He moved his hands to my ass and started to massage my cheeks. One of his hands moved down to my lower thigh and started to caress it. The other kept squeezing my ass. I moved my leg further up, allowing access to my pussy if he wanted it. He tentatively moved his hand further up my leg and began to rub his way north. When he got to the top of my thigh where it meets my pussy, he rubbed around my thong on both sides without touching me. He did that for an insanely long time, I was so hot, I was panting. I sucked even harder on his dick. The wet sounds of a blow job clearly audible to anyone sitting around us. I pushed his pants lower and cupped his big balls rolling them in my hand. He groaned his pleasure. I was crazy with lust now; I sucked one of his balls into my mouth while I rolled the other in my hand. His dick was twitching, almost ready to blast its heavy load. Finally, he rubbed the back of his hand against my covered pussy as if by accident. I moaned and opened my legs further. He rubbed again, but this time with his fingers and it drove me another notch higher on the turned on scale. I continued to make love to his dick with my mouth. I loved the size of it, it was a challenge. When ever it would start to twitch, I'd stop sucking and let him get back in control while I licked his balls. His fingers started rubbing my cloth covered pussy and I moaned as I felt the light touch of fingers. My thong was soaked from my wet pussy. Finally, they worked their way under my thong and I felt warm fingers across my juicy opening. He pushed the thong aside and revealed my pussy to the light of the cabin. I rolled my hips and started sucking harder on his dick. I was lying on my belly but had my knees under me across the seats and on his lap. My ass was in the air facing the aisle. The idea of what we were doing, where we were doing it and the chances of getting caught had me wild. His curious fingers continued to explore all my folds and finally found my tender little jewel in the middle. He rolled my clit in his fingers and then started stroking it through its hood. I could feel his fingers as they pulled and pried and investigated my opening, fingers spreading me wide, wild fingers sliding into me and forcing me to want more, fingers pulling my lips, showing me off to whoever might walk by. My thong was pushed off my legs, other than my pushed up skirt I'm nude. I started to really bob on his dick, he's getting close and I can feel it. He pulls my head away and tells me he's about to come. I look up at him and breathlessly tell him to come in my mouth... "It's ok... I like it." He rolls his head back and he moans, "You're a fucking fantasy girl!" I take his dick back into my mouth. I start jerking him off as I work on that sensitive spot with my tongue. He lifts his butt off the seat, he groans, I suck harder... he blows. I swallow... he keeps pumping his dick into my mouth as blast after blast of his salty seed splash down my throat... I swallow everything. And then I continue to gently milk his dick letting him soften in my mouth. He continues to play with my pussy. I'm beyond wild and any self control. I his dick clean and sit up in my seat and lie back. He moves me to face him as I lie on my back. He pulls me up and places my legs over his shoulders. I look and can see that my pussy is eye level to him and the reading light has it highlighted. I can see my inflamed, pink folds reflected in the dark window of the train. I close my eyes; I don't even care now if we're seen. He goes down on me and I lose my mind... completely. In less than a minute I come. I look up as he continues to lick me through my orgasm. As I recover from my orgasm, thought half open eyes, I see over his shoulders in the reflection of the dark window that the guy across the aisle who had been sleeping isn't any longer. The Midnight Train Going Anywhere **Author's Note... Sadly, no one in this story was born in South Detroit, but I hope you still enjoy it anyway. * It wasn't until that very moment that the full gravity of the nation's economic downturn hit Lisa Ross. The newly hired Vice-President of marketing at an upstart South Florida publishing company, the previous handful of jobs Lisa had, air travel (usually first class) had been the mode of choice. Now she found herself seated and staring out the window of an Amtrak train as she prepared to embark from Miami to Washington, D.C. for a weekend conference. Lazily thumbing through a section of the presentation she was going to give at the Expo, Lisa knew there was certainly a golden opportunity to make some waves for her new company. On the other hand, as shaky as the economy was, she also wasn't going to miss an opportunity to put in some valuable networking time in case the need to find another new job presented itself. Keeping her fingers crossed no one had a ticket for the seat beside her, a lump of trepidation formed in Lisa's throat each time a straggler made their way down the aisle. It wasn't that she felt uncomfortable mingling with complete strangers, she fancied herself a very social person, but given her recent relationship issues, not to mention the humbling experience of having to take a train on a business trip, Lisa really wasn't of a mind to make small talk about the minutia of life. It was only a few minutes from departure time, and Lisa was just beginning to feel comfortable enough to sit her laptop down on the seat to her left when she looked up at the last few approaching passengers. When she did, her heart nearly stopped. As a polished and poised 34 year old business woman, one who admittedly was rarely ever at a loss of words or confidence, Lisa suddenly found herself reverting back to being an eager but somewhat awkward college undergrad when she saw one of her former professors from the University of Miami enter the cabin looking for his seat. "My God... that's Dr. Jerden," she mouthed, immediately kicking herself for not taking the time to do her hair and make-up before getting on the train for the long trip. "He's aged some, but he still looks good," she noted, doing her best not to make direct eye contact as the unsuspecting older man followed the herd down the aisle. Unsure quite how she'd handle the situation when Dr. Jerdon walked by, Lisa found the previous 15 years or so passing before her eyes as he approached. Dr. Garrett Jerden had been Lisa's English Professor her Sophomore year at Miami and helped set her up with two internships over the Summer while she was there. There was nothing more to their relationship than a typical teacher-pupil dynamic, but Lisa certainly saw the now 62 year old man as a mentor and certainly someone she learned quite a bit from, and held in deep regard for some of the doors he helped open for her right out of school. So there was simply no way Lisa could avoid making eye contact with the man as he walked past, and after a few seconds of excited pleasantries, Lisa invited Dr. Jerden to take the available seat beside her. ____________________________________ Garrett was taking the train up to Maryland to visit his Son and Grandkids for the weekend. A Widower for a little over a year, he'd always been a train enthusiast and it was his preferred choice of travel when time wasn't a factor. To say he was shocked when he locked gazes with Lisa would have been an understatement. Still teaching two classes each semester, there had literally been thousands of students that had walked through Dr. Jerden's doors, but only a handful of them really stood out. "Lisa Sanderson," he exclaimed the instant he recognized the girl staring back at him two rows ahead. "Well it's Lisa Ross now... or at least for a little while longer," she smiled back before leaning forward and giving the Professor a big hug. Once he was seated and the train departed the station, the two spent the next few hours lost in conversation. Lisa consoled Garrett on the loss of his Wife, he listened and gave some rather sage advice about the impending dissolution of Lisa's marriage. The two talked about careers and changes to the academic landscape along with a million other trivialities of the day. By the time they looked up and realized how much time had passed, they were well into South Carolina, nearly half way to D.C. The extended conversation with Dr. Jerden created quite a transformation internally for Lisa. She couldn't remember the last time she'd had such an intimate and in-depth conversation with a man. Having grown up with an emotionally, and often times, physically absent Father, for some reason Lisa seemingly gravitated over the years to men just like him, her now estranged Husband being the king of that unfortunate crop. Even as a doe-eyed college student however, Lisa always felt a measure of comfort in Dr. Jerden's presence. His paternal aura combined with his acumen in the field, not to mention his humble an unassuming presence made it easy for an impressionable young woman to fall under his spell. Even then Lisa knew Garrett Jerden could have had his pick of the pussy on the co-ed buffet, but never once did he give the slightest inkling he'd be interested in crossing that sacred line that so many of his fellow professors freely did. She even remembered how quant and romantic it was seeing how he always kept the picture of his Wife and kids on his desk, as if showing them off for the whole world to see. To hear his Wife had died caused such a stroke of sadness to shoot through Lisa that she'd subconsciously extended her left hand and closed it tenderly around Dr. Jerden's right as he relayed the story. By the time their conversation started to peter out, Lisa found herself less than a foot from the older man as the surrounding gallery of travelers occasionally looked over at the talkative couple with a mixture of fascination and annoyance. In many of those onlookers' eyes there was a clear twinkle of premonition of how the night would end for Garrett and Lisa long before they had a clue. ___________________________________ The Sun was just starting to set in the Western facing windows of the train as the attendants began milling around taking people's orders for dinner. After talking non-stop for so long about such a varied array of topics, suddenly the words became tougher for Garrett and Lisa to find. "So... is someone meeting you at the terminal?" Lisa asked as she looked hopelessly down at the unappealing menu. "Yeah... my Son's gonna be there... you know its a shame you already have the hotel lined up on the company's dime... you'd be more than welcomed to come stay with us for the weekend," Jerden offered. "Ah... that's sweet... probably not exactly what your Son and Daughter-in-Law envisioned... you bringing a lost puppy like me with you up to visit," Lisa laughed. "Maybe you're right... it would probably raise some eyebrows... tell you what though... nothing on this menu is really jumping out at me... there's this really great Italian place less than a block from the downtown train station... let's grab a bite there if we get into DC in time," the Professor offered. "Your Son isn't going to mind tagging along and being a third wheel is he?" Lisa smiled. "Nah... let me grab my phone. I have an idea," Garrett nodded quickly before thumbing in his Son's number. Listening as Garrett told his Son that he'd ran into an old college friend on the train and they were going for a drink or two once the train arrived sent a shiver of excitement down Lisa's spine. "He's making up a story to spend more time with me," she found herself thinking as she looked over at Dr. Jerden finish up the conversation on the phone. "I told him I'd ran into an old friend and that I'd grab a cab to drive me out to their house after we'd visited out for awhile," Garrett told Lisa after he'd hung up the phone. "I know... I heard... you made me sound like an old grizzled colleague," she playfully taunted as the energy began to swirl between them. _________________________________ The restaurant Dr. Jerden had spoke of was everything he'd promised and more. Arriving about 45 minutes before closing time, the couple proceeded to stuff their face as the staff cleaned up around them. Like two overfed bears staggering out into the streets of DC a few minutes past midnight, the presence of Lisa's hotel stood like a beacon just one block away. More than a dozen taxis lined the curb between the restaurant and the hotel, each one capable of taking the Professor out to the suburbs where his family lived, yet the odd pairing continued to walk slowly past each one until they were at the hotel's entrance. Like two ethereal spirits in the night, arm and arm the two made their way to the desk to check in then up to Lisa's seventh floor room. __________________________________ Garrett's cell phone woke Lisa up a little after 4am the following morning. It took several rings before Garrett was stirred awake enough to gain his bearings and reach for the phone in his pants pocket on the floor beside the bed. "4:15," she moaned when she looked over his shoulder and saw the time on the screen when he answered it. "The first meeting's at 8... good thing the phone rang or I'd probably slept right through it," Lisa chided herself for not at least calling down to the desk for a wake-up call before things got out of hand a few hours earlier. "Yeah... Yeah... Yeah... I'm fine... Yeah... .sorry for not calling... Yeah... got a room after the bar closed... Yeah... I'll get there before breakfast," Dr. Jerden sleepily apologized over and over to his Son who was wondering what the Hell happened to him. "That damn Son of mine is treating me like a kid who stayed out all night without calling," Garrett cracked after hanging up the phone and settling back own beside Lisa. "He's gonna think I hired a trick," he laughed before nuzzling closer and kissing Lisa on the cheek. "I hope I was worth the bill!!" the groggy younger woman giggled. "Let me leave a tip down here just in case," Garrett sighed without missing a beat before dipping his head under the covers. The darkness of the unfamiliar bedroom enveloping her, Lisa could barely make out the lump of Garrett's body as he descended under the sheets. Any cobwebs of sleep remaining in Lisa's head quickly melted away the instant she felt his hands slip between her thighs. Biting her lip and yelping out loud, Lisa's entire world filled with neon when Dr. Jerden walked his fingers through the same pussy he'd rambunctiously pillaged before they fell asleep in each other's arms. Casting a furtive glance at the hotel room door the moment Garrett lips closed around her damp and throbbing labia, Lisa rubbed the top of his twisting head through the sheet, imagining how it must have looked when he first walked her through that very door a few hours earlier. In her mind's eye Lisa could picture the ghostly image of Garrett leading her into the room, his right hand placed gently around her waist as he closed the door behind her. Once in the sanctuary of the suite, it was as if every bit of sexual tension that had grown between the two exploded like a punctured kettle. Unlike the times way back in school when their eyes would meet for a fraction of a second in the lecture hall, or the times she would visit his office only to be faced with that awkward moment of silence that always came when the realized the were alone, or even the previous few hours they'd just spent side by side on the train, now there was nothing to stop them, no teacher/pupil entanglements, no marital vows that mattered on either side or wandering eyes of strangers to shy away from, simply a man and a woman alone in a hotel room, attracted to each other on a multitude of levels aching to lose themselves in what the other had to give. Laying there in bed, her legs spread wide beneath the sheets as the Professor's tongue lapped feverishly through her pussy, Lisa stared off into the darkness, re-living in her mind how the couple must have looked as Garrett gracefully waltzed her across the floor before finally pinning her against the far wall of the room. Squirming in bed as Dr. Jerden ate her out in real time, Lisa could feel her nipples tingling as she harkened back to how good it felt the first time the older man squeezed them through her shirt as his kissed his lips down the side of her neck. Remembering how she wrapped her left leg around the back of Garrett's right to pull him even closer, they hadn't been in the room three minutes before Lisa found herself fumbling with the buckle of the Professor's belt. The wanton eagerness of their primal advances resulted in a tornadic trail of clothing being strewn across the room as they rotated like a bottle top, arm in arm from one end of the suite to the other. Lisa had told Garrett back at the restaurant that all she wanted was to get to the hotel room and take a long hot shower to wash away the residue of such a long train ride. For better or worse, the shower she spoke of would have to wait. Lisa remembered the seismic shock that rippled through her body the instant she reached her hand inside Dr. Jerden's pants and closed it around his cock. From the way the older man's knees buckled, she was pretty sure he was feeling the same electricity as well. Freeing herself from their embrace a few seconds later, Lisa dropped to her knees as if by primal instinct and took her place at Garrett's feet. Her face at perfect eye level now with his crotch, Lisa pumped the growing shaft of the Professor's penis until it was flaring wildly in her clenched palm. "AAHH... AAAHH," Garrett gasped each time the younger woman's fingertips brushed up and down the smooth, stretched skin of his manhood. Oh how he'd dreamed of doing this with Lisa way back when she was a student of his. Like most any male educator, he'd fantasized about doing such a thing with many of his female students, but to actually have it happening caused Garrett to brace both his hands down on the top of Lisa's head to keep from toppling over in gleeful and appreciative shock. Kneading his fingers through Lisa's thick, luxurious brown hair, Garrett looked down and heard a chorus of angels singing in his ears when he saw the kneeling girl's mouth open and the head of his cock disappear between her soft, warm lips. Reaching down with both hands and caressing Garrett's head beneath the sheets, Lisa squirmed and bucked her hips on the mattress as she rubbed her pussy against the man's buried face, the entire time re-living in her head how good it felt to take his dick into her mouth for the first time. For starters, even for someone as vivacious and vividly beautiful as Lisa, the only man she'd been with over the past eight years was her Husband, the same Husband she had now been estranged from for nearly a year. So it had been that long since she'd had a penis anywhere close to her mouth, but it didn't take long for Lisa to fill with a prideful sense of control having a man quiver in that special way above her each time she slithered her tongue around the tip of its bulging head. Even though Garrett was the oldest man by far she'd ever been with sexually, other than the salt and pepper coloring of his pubes tickling her nose, there was nothing about him that told Lisa he was old enough to be her Father. His cock jerked and lurched in her mouth just like a teenager's as he massaged his fingers soothingly into her scalp. It was only a matter of time before Garrett started swaying side to side, giving the appearance of a large tree gradually being felled. Licking her tongue seductively up and down the base of his jutting penis, Lisa shamelessly looked straight up at him from her spot on the floor, making sure their eyes met for several seconds before ingesting his cock once again, this time nearly swallowing the entire thing whole as he looked down in awe. "God Lisa... this is better than I ever imagined," Garrett gulped between heavy breaths as he teetered above her. "You actually thought about me doing this all those years ago?" she teasingly asked when she pulled her mouth away for a moment. "YES... and many times since," he sighed unapologetically. "Me too," the girl on her knees nodded before extending her lips back around his saliva drenched staff. Lisa didn't need to be a genius to sense Garrett's orgasm was steadily building. From the way his knees buckled to each side of her cheeks to the short, choppy gasps leaving his lips, she steadied herself knowing a thick wave of the Professor's semen could wash down her throat at any second. Sucking even harder, as if desperate to taste the sticky proof of his lust for her, a tremor of confusion and disappointment reigned through Lisa's soul when he reached his fingers down to her chin and gently nudged his cock free from her mouth. "I might only have one good shot in me... .I want to make it count," the 62 year old man breathlessly admitted before beginning to step out of his pants, his shiny prick bouncing like a fleshy sword in front of him as he helped his former student to her feet. Despite his best efforts at decorum, Garrett couldn't camouflage his eagerness and quickly reached out to squeeze Lisa's breasts through her top. Leaning in to kiss her on the center of her throat, Garrett used one hand to fondle the young woman's titties while using the other to grope her behind. Seemingly on fire as he caressed Lisa's body, he finally nudged his lips up to her ear. "I want to fuck you," he whispered to her. "I need to fuck you!" Lisa didn't say a word, she simply reached down once again and tugged at her mentor's erection before helping him strip of her of every stitch of her clothing. To see Lisa's nudity reveal itself one strand of fabric at a time was a transcendent moment for Dr. Jerden. Having been with the same woman most of his adult life until she died, to see a feminine specimen as youthful and vibrant as Lisa sent one jolting rush of adrenaline after another through Garrett's system as her breasts spilled free from the bra cups he helped unclasp. His temperature rising as he traced his hand down Lisa's smooth, flat stomach, Garrett felt his rickety knees just about give way when his fingertips dipped into the warmth of Lisa's puckered vaginal bloom. Kissing her on the lips and he pulled her tightly against him, Garrett stood there in a daze as his former student continued to stroke his ready and willing cock. His eyes closed, losing himself as he inhaled her divine perfume, it took a few seconds before Garrett realized Lisa was starting to pull away so she could drift down onto the bed. Instinctively, he grabbed her by the waist. "No, " he calmly insisted. "I've got a better idea." Flipping the naked woman around, Garrett pressed his hands down on both of Lisa's hips and proceeded to walk her briskly towards the large window in the room that faced downtown DC. His rigid cock bouncing off the side of Lisa's thigh with each step they took, Garrett prayed he wouldn't cum before getting her there. The scenery of all the monuments all lit up against the backdrop of the crystal clear night sky provided a glorious sight for both of them to stare out at from their seventh floor view. The one thing that immediately stood out was the Washington Monument towering over everything in the distance, its gaudy phallic presence overpowering for Lisa as Dr. Jerden pulled her asscheeks apart and mounted her pussy with divine purpose from behind. Gazing out over the regal DC landscape as he buried his penis deeper into Lisa, Garrett positioned his feet to the outside of hers, imagining how the sky outside would look filled with the Fourth of July fireworks display. The Midnight Train Going Anywhere Clenching his hands around Lisa's waist, Garrett gracefully pulled her crotch backwards against his as she spread her hands out to each side of the window sill for support. The wet and fervent grip of Lisa's vaginal muscles clinging immediately to his cock, as soon as Garrett saw Lisa had braced herself he began pumping forward with all the accumulated, pent-up lust he had for her. It had been so long since Garrett had such a young and eager pussy constricting around his cock, he stood there behind Lisa with the incredulousness of a school boy having his first fuck. With the advantage of knowing now what he didn't know then however, it didn't take him long to seize the opportunity and run with it. Slipping his hands along the front of Lisa's torso, Garrett anxiously squeezed and kneaded at the young woman's heaving breasts, feeling her nipples pulse and grow between his fingers each time he rammed his pelvis forward. Eventually sliding his hands up and over her tanned, well toned shoulders, Garrett marveled at how every muscle in Lisa's beautiful body seemed to flex and flare as she absorbed his virile assault. Finally slipping his fingers into the thick, flowing locks of Lisa's light brown hair, Garrett felt goosebumps rise across his bare skin as the softness of her mane enveloped his hands each time she jerked her head back and forth. Another minute of this Garrett knew he'd cum, and cum hard. This time however, it was Lisa and her devious mind that had other ideas. Stepping back and allowing Lisa enough room to twist around, Garrett stood there with nothing but a hard-on and a blank look on his face as he waited for his former pupil to make some sense of the situation. When he saw the way she propped herself up on the window sill facing him, he started to understand. Watching Lisa extend her legs invitingly out to each side, Garrett's eyes immediately gravitated to the same gaping pink bloom his cock had just been buried inside. The semen in his balls rising to a steady boil seeing the way Lisa pinched and tugged at her nipples as she stared him down, Garrett felt as if he was walking on air as he stepped towards her. "I wanted to be able to look you in the eyes... to see your face when you came," Lisa said with soft but primal clarity. Grabbing the base of his cock as he took his place between Lisa's thighs, Dr. Jerden's shoved forward, his dick slicing into her womb like a sabre through hot butter. "AAAAAHHHHHHHHH," their sighs rose in unison as Garrett placed his hands behind his former student's back, both to support her weight in the window and to shove her pussy hard against his raging manhood. Pushing his cock all the way into Lisa's drenched quim, Garrett was now face to face with the younger woman. Feeling her gasps wash across his face each time he hammered his prick home, every drop of liquid in the Professor's body started to sizzle when he felt Lisa wrap her legs like a vice around his back. "AAHHH... AAAHHHH... SO GOOD... Yessss Dr. Jerden... fuck me," Lisa sporadically spat, digging her heels into Garrett's hips as she locked her arms tight around the back of his neck. Wanting to scream at the top of his lungs, just to tell Lisa how good it felt to actually have her, Garrett decided it was better in the moment to channel every ounce of energy he could into thrusting forward with reckless abandon, desperate to push through to the most debilitating rapture of his long and memorable life. Feeling Lisa's breasts bouncing crazily against his chest each time he crashed his groin into her's, Garrett's willpower to delay his gratification quickly began to melt as soon as she began nibbling on his earlobe and neck. "Come on Doctor Jerden... Don't Stop... FUCK ME HARD... Come On... Cum inside me PLEASE... Cum Inside Me Doctor Jerden," Lisa hissed unrepentantly into his ear. Considering the urgency and intensity he was thrusting into Lisa with, it was a blessing they were in such a well constructed hotel or there was a chance Garrett may have smashed Lisa straight through the glass and tumbled with her to the downtown street below. Instead, the window provided perfect support for Dr. Jerden to consummate his deed, not to mention creating quite a curious sight for anyone who may have been walking down the sidewalk at that late hour. ___________________________ Even though it was still pitch black in the hotel room, every color in a space-aged box of Crayolas seemed to explode in Lisa's head as Garrett feasted under the sheets, rolling her inflamed clitoris between his tongue and front teeth until she was squirming back and forth across the mattress like something from of "The Exorcist". Rocking wildly back and forth, Lisa clamped her knees tight around the older man's head, as if trying to absorb his face into womb as he hungrily chewed her over the edge. Closing her eyes and gritting her teeth hard, Lisa allowed a tidal wave of orgasmic euphoria to wash endlessly through her body until she was left with no choice but to scream her joyous release out to the Good Lord above. Garrett never wavered as his former student came, his tongue now feeling like it weighed a thousand pounds with the dexterity of a cobra as he lapped up the drizzling sheen from Lisa's sugary vaginal walls. Feeling every bit of her pent-up lust spewing like the air from a stuck balloon from her frothing pussy, the only thing resembling how Lisa felt at that moment was the glorious rush Dr. Jerden felt hours earlier when he'd fucked her in the window sill on the far side of the room. Nothing would fill Lisa with as much pride as she felt witnessing her former Professor's release play out, feeling every muscle in his body tense and fire as he crumpled on top of her, sending wad after wad of his searing lust deep into her loins. Vividly remembering how she could look down and see the complete and utter joy on his face, Lisa had committed to memory the vibrations of his heart when his chest came to rest on top of hers just before the two finally turned their intertwined bodies against the window and gazed out over the beauty of the Nation's Capital. The visceral memory of that forever engrained instant sent yet another orgasmic shockwave ripping through Lisa as Dr. Jerden showed no sign of slowing between her legs. When she finally did ease the clutches of her thigh-grip around his head and pulled the sheets back allowing him to crawl up the length of her body and get some air, she felt a warm and appreciative tremor tingle down her spine seeing the shiny and drenched outline of his facial features smiling back at her. "Thank You," she untangled her tongue and managed to say, every nerve in her body jumping when Garrett kissed her softly on the belly button before easing up to suckle from both her raw and throbbing breasts. ________________________________ The magical interlude lasted until the Sun started to peek itself over the morning horizon, gradually filling the room with enough light to tell both Garrett and Lisa they had places to be, she to her symposium and he to visit with his family. What the two had shared had been something that was sparked a good 15 years earlier, and both, in the hauntingly frosted glow of the morning sunlight, agreed it had been well worth the wait. The only thing that would perhaps approach the bliss there were feeling as they shared those last few moments embraced in bed would be the naughty secret the two would forever share about what happened in the Amtrak bathroom during the train ride home a few days later. THE END... Hope you enjoyed the story 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."