4 comments/ 88860 views/ 29 favorites Undressing Room By: Archer2050 The mall was dead when Penny showed up for work at the lingerie store. The weather outside was beyond awful, and with the economy being what it was, not many people were willing to go out in it just to spend money they didn't have. Especially on lingerie. As she approached the store, she feared that maybe the economy was worse than she'd thought, because the gate to the store entrance was halfway down. Afraid that the store might have somehow suddenly gone out of business, she rushed to the gate and slipped underneath. When she was in the store however, she found the place to be bustling with activity. Her coworker Jill was there, talking to a couple of police officers. One officer took Jill's statement while the other asked who Penny was, then explained what had happened; an unidentified man and a known prostitute had come into the store, shopped around a little, then went back to the dressing room. Someone shopping in the store had apparently overheard them talking "business" and tipped off the police. The cops arrived right away (Penny didn't ask, but she was sure it was because they were probably hanging out at the coffee shop on the first floor of the mall, like always). The prostitute had tried to flee, but they caught her easy. She was now sitting on a chair nearby, in handcuffs, looking distantly at the floor. The woman dressed sexy but nicer than Penny would've expected a prostitute to dress. She was also very pretty, and Penny thought that maybe, instead of a typical trashy street pro, this woman was the classier, more expensive and discreet type. When Penny asked about the guy that had been with the pro, the cop had said that he had fled out the back door of the store and disappeared. Jill was giving them a description of the guy now. "Why don't you just check the security tape?" Penny asked. "We're going to, but we already noticed that your cameras don't cover the area on this side of the store," the cop said pointing. "The back door and the dressing room area look like they're out of frame, too. We'll check though, just to be sure." Penny looked at the security cameras and, sure enough, they were not pointing where they needed to in order to cover the whole store. Penny didn't pay the cameras a lot of attention, but she knew they had been right at some point recently, she was sure. It was almost as if someone had repositioned them to be at just the wrong angle. What luck, Penny thought, silently assuming the cleaning crew must be to blame. "And then he went through the back door?" the other cop asked Jill. "Yeah, as soon as he heard you guys call for me from the register, I heard her and then him run right past me. I was cleaning one of the dressing rooms, and I looked out just in time to see him turn the corner and open the door. I guess I should have made sure it was locked..." Penny was almost envious of Jill for getting some excitement. Like the rest of the mall, the store was absolutely dead. Of course, Jill was a little high strung sometimes, so she probably wasn't enjoying this as much as she should. As Jill went on describing her experience as though she'd witnessed a killer flee a murder scene, Penny went to make sure everything else was in order. The cops hadn't mentioned anything about robbery yet, but she was interested to see what condition the prostitute and her John had left whatever dressing room they'd been in. Penny turned a corner and went into the dressing room area. She suspected that the couple would've used dressing room number seven since it was the biggest, and since it was around another corner at the back, the best concealed. People were always messing around in room seven. Even Penny. But on her way back there, something caught Penny's eye. To her right, on the floor and right under the curtain of dressing room number three, was a wadded up pair of men's pants. They were the same khaki color of the curtain, so they blended in well, and the light in this area was dim, so Penny wouldn't have seen them if not for the glint of light reflecting from the belt buckle. This being a woman's lingerie store, there was no reason for men's pants to be here. And, upon closer inspection, Penny saw that a pair of boxers was tangled in with the pants...as if someone had taken them off together. Could these be from the John? Penny almost laughed out loud at the thought of some poor guy hiding in the back area of the mall, naked from the waist down, praying for some miracle to help him escape. But then something about that scenario struck Penny as impossible. She had heard Jill saw she saw the guy running out, and if he'd been half naked, she definitely would've mentioned that. So who did these pants belong to? Penny picked them up, then continued checking the rooms, finally moving around the corner and reaching room seven. When she pulled open the curtain, she nearly screamed. Expecting to see maybe some clothes strewn on the floor, Penny instead saw a man! In his upper forties or low fifties, gray-haired with a little brown left, tall and fit, wearing glasses and a shiny film of sweat on his forehead, the man would have been handsome if not for the terror on his face. He wore a nice suit jacket, shirt, and tie, but below that he wore nothing. Penny stared as she tried to think, and his very big and very hard penis stared right back at her. "Please!" the man whispered. "Please just be quiet! I'm so sorry! I promise never to bother you again! Just please don't tell them I'm here!" He was obviously in hysterics, and Penny instantly felt sorry for him. But she was also confused. This guy must be the John, but if so, who did Jill see run out the back? "Just calm down," Penny whispered. She didn't want to tell on the guy, but she wasn't prepared to lie to the police to protect him, either. "If they don't come back here you should be okay." Without realizing it, Penny was still staring right at the man's erection. It wasn't just the impressive size that grabbed her attention, though. It was also that it was visible and the guy wasn't covering up, and that it was still hard. When Penny finally looked away and saw that the guy was holding his shoes and socks with his hands, presumably to keep them off the floor where they might be visible under the curtain, she noticed his hands were shaking. He certainly was terrified. But that should have killed his erection for sure. "I've never even done this before," the man said. "I know you don't believe me, but it's true. God, this was so stupid. And pathetic. Fucking pathetic." Actually, Penny did believe the guy. Either he was telling the truth, he needed to go into acting, because if this was a performance, it was Oscar-worthy. And if it was his first time, she felt really, really bad for him. "I don't think you're pathetic, sir. Everyone makes mistakes. You just got really unlucky." "What are the chances, right? But I wasn't exactly smart about it. What was I thinking? Walking around with her in the mall!? And then doing this!" "You did it here?" "No," the man said quickly. "All she did was take my pants off. We hadn't even started yet." He paused a moment, then looked Penny up and down. "Look, could I"-- "Penny?" It was Jill's voice, calling from outside the dressing room area. "The police are going to check the security tapes. I'm going with them, okay?" "Okay," Penny called back. The man looked optimistic for the first time, but Penny knew he wasn't getting off that easy. The security center was downstairs, but anyone who looked up from it could see the entrance to the lingerie shop, and so he couldn't leave through there. And the back way was certainly being watched extra carefully now, so that was out. He'd have to wait a while longer. And with the in-store security cameras being positioned as they were, this was the safest place for him. As Penny explained this to the man, she couldn't help but wonder what he was thinking as he continued to look her up and down. Penny wasn't model thin like the women clad in bra and panties pictured on the walls of the store, but her extra pounds gave her extra curves, including a firm and busty pair of d-cup breasts and a round, meaty ass. She had long blonde hair, beautiful green eyes, and with her great smile she was usually the cutest person in the room. Right now, in her work outfit, Penny was dressed to show off the curves of that ass and to display the deep cleavage of those breasts. She knew she looked hot, and being 18 and probably more than half his age, to him, she probably looked really hot, and she wondered if that was the reason this guy still had a hard-on. But then he was hard as soon as she saw him, so maybe he'd taken a pill earlier or something, to make his prostitute experience last. Or maybe he was just really gifted in the stamina department. For half a second, her mind flashed further into that fantasy; she imagined herself in bed with him, his big cock inside her, fucking her for hours, cumming in her, staying hard, and then going at her again, this time fucking her face, so she could taste him... Penny lost the thought when she saw him reaching toward her, his lips quivering as if he was too scared to form words. He stuttered a little, and Penny thought it was so cute. He slowly reached toward her, so carefully, as though he was afraid he might break her if he touched her too hard, and as she waited to feel his fingers on her body, she was surprisingly, incredible aroused. What was he going to do, she begged to know silently. "My, my pants? Please?" he said. And then Penny was instantly embarrassed and ashamed of herself. Here she'd been staring at this man's penis, fantasizing about it, and the whole time she'd been holding his pants! She had forgotten entirely. And now she knew what he was really eyeing when she thought he'd been checking her out. He wasn't reaching for her; he was reaching for his underwear! She handed the pants back to him, and she stuttered an apology. He dropped his shoes and socks and started fumbling to put his pants on. Quickly he pulled up his boxers, at last hiding his huge erection, and then came up the pants. "Oh shit," he said to himself looking down. Though his pants were on and fastened, his hard-on was still at full strength, and it made a large, obvious bulge. The man looked at himself in the full length mirror and shook his head with disapproval. He knew, as Penny knew, that the police, the guys in the security camera room, and the mall security would be on the lookout for anything or anyone suspicious. And with so few people in the mall, everyone would be scrutinized. Especially this guy, whose description had already been given to the cops by at least two people. He couldn't draw attention to himself with a raging boner in his crotch. He tried to untuck his shirt, but with the rest of him looking so nicely dressed, that called even more attention. And since it was raining outside, he couldn't take his jacket off to hide it. Penny realized she should have left him alone. But she also knew he could've asked her to leave. She wondered if he was keeping her here because he hoped she'd have an idea to help him escape. Of course, she did, but no way was she going to voice that idea. "I can't believe I'm even considering this, but I don't think I have a choice," he said. "Could you get me some tissues or something?" Penny almost asked why, but then she knew. He answered her unasked question. "I can't walk out like this. And it won't go away if I don't...do something about it." Penny's chest tightened and she felt a flutter between her legs. Her imagination gave her a flash of an image of this guy gripping his big cock with two hands and jerking himself off fast and hard. But she didn't imagine him cumming into a wad of tissue. Instead, she saw him shooting al over the dressing room, spraying the walls and the mirror and dripping on the floor. Such a waste, she thought. "I'm really sorry. And if that's too much to ask, I understand. But I promise I'll be out of here for good if you can just help." "No, it's fine. I'll be right back." And then Penny left, and she already knew she wasn't going to bring back tissues. Not a minute later and she had returned. The man had heard her coming and stuck his arm out past the curtain with his hand held open so he could take what she'd brought so she wouldn't have to go in and see him again, or so he wouldn't have to face her. But Penny was too set on what she was about to try, and so she pretended not to notice and went through the curtain anyway. He was naked again. But not just from the waist down. He'd taken his suit coat and tie off, and though his shirt was still on, it was unbuttoned, revealing a nicely toned chest. He was still hard and still handsome, but his face showed even more embarrassment now than before. "Thank you," he said, reaching out for the tissues. "But if you could just give me a minute..." But he stopped when he saw the sly, nervous smile on Penny's face. And then he looked down at her hand, where a pair of violet silk panties dangled. She offered it to him as her smile widened. "I thought these might be better than a tissue." His jaw dropped, but after a few seconds of hard thinking and convincing himself that this was real, he slowly reached over to accept the panties. But before he could take them, Penny, her hand shaking as she pyched herself up to say it, pulled the panties back. "May I?" she asked, and she nodded toward his erection. He didn't say yes, but Penny thought and hoped that was because he was too shocked and, hopefully, turned on, to say anything. He dropped his hands to his sides and waited for her to make her move. Penny didn't think this guy had paid a hooker just to give him a handjob. He had probably come in this dressing room expecting to get at least a blowjob, and maybe a whole lot else. Still, she wasn't going to through everything at him, and she was too nervous to do it even if he'd asked. She had done things with strangers before, but never alone like this, and never without a good amount of fear fueling her on. She was afraid dropping to her knees might be too dramatic too fast, and so she sat on the bench beside him and approached his cock with the panties carefully. As she sat lower and closer to his engorged member, she got a better look at it and liked what she saw. It was indeed huge, as hard as could be, with an intricate layout of thick, bulging veins. His mushroom head was especially, almost unnaturally large; she thought that if she had seen a picture of this dick without the rest of the body to reference it's size, then, just going by the cock head, she would think the penis was small. She shuddered at the thought of how the back rim of that huge head would feel as it pulled in and out of her... Also from down here she got a good look at the man's balls for the first time. They were not hanging loose, but not tucked up either. Instead, they simply looked swollen and full, and unimaginably huge. Most girls, she imagined, would've backed off at that moment, but not Penny. The only thing she loved more than having sex was having the treat that came afterwards, and this guy looked like he was capable of delivering something she hadn't even dared fantasize about before. Her mouth was watering instantly, her tummy growled, and her wet pussy lips blossomed. A chill of excitement ran through her, making her weak in the knees and dizzy in the head. No, she thought. She was definitely not stopping at a hand job. But she wouldn't just attack him like she wanted to, either. Though she realized she was on a time limit; that Jill and the cops could be back any minute, this was too good a thing to just dive into. She had to enjoy it, relish it, because if this guy was this equipped and had reduced himself to a prostitute, than he was probably married, and he might never do this kind of thing again. In the back of her head, she made it her mission to change that. Penny gently draped the silk material of the panties over the top of the hard cock. She trailed it up down the impressive length and circled it around the tip of the cock head, picking up the first sticky drips and strings of glistening pre-cum. Next she looped the panties around his shaft and stroked him with them up and down, back and forth, going slower and slower each time, and then fast again, then slower, slower, and then tightening the loop. A thick drop of pre-cum oozed from his tip, and before it could fall to the floor, Penny palmed the panties and wrapped his cock head with them in her hand, catching the cum and smearing it back onto him. Above, the man groaned and strained to keep on his feet as he slumped back against the wall. Penny looked up and saw him watching her hands work him via the full length mirror. She also saw his balls dangling slightly below, and they looked just too damn inviting. With her free hand she reached out and cupped them, feeling their great heat and even greater weight, though holding both massive testicles in just one of her small hands was impossible. Try as she might, one nut always rolled off the side of her hand, and so she concentrated on massaging just one at a time while her other hand continued to stroke and tease the cock with the silk, sticky underwear. "Do you like this?" she asked, knowing full well what the answer was. "God, yes," he gasped. "You are so big," she whispered, still in awe. And as she said it, she leaned forward and rubbed the cock with her cheek. She heard him suck in a deep breath at her touch, and then he exhaled loudly and unevenly. She teased his cock a bit more with the panties, moving them to the underside of his huge member and gradually toward his balls, where her other hand still busied itself. Then she had both hands on his balls, and to do this comfortably she couldn't sit beside him anymore. She had to be right in front, so she got off the bench and went down to her knees. He was tall, so she had to stand upright on her knees and keep her back straight to bring herself eye to eye with his giant cock head. Being this close, she was in even more disbelief at how huge he was. Penny was sure she could take him at least to the back of her mouth, and her throat muscles were trained well enough that she might even get a little of him to tease her tonsils, but only barely. As she thanked her fortune for finding this huge specimen, she prayed it wouldn't get any bigger, as that would definitely limit the things she could do with it. Using both hands and the silken, sticky panties, Penny massaged the stranger's testicles. She rolled them between her fingers, tugged them gently and lifted them, scratched the skin of his scrotum with ever so slightly with the tips of her fingernails. And as she did this, she stared at the hole at the tip of his penis, which stared right back at her as it produced a large drop of pre-cum that soon became a huge drip. "I want to suck you," Penny said so quietly that the stranger barely heard her. She knew this guy would've done anything she wanted at this point, and she did not need his approval. But what she was looking at was so wonderful, so special, that she couldn't just take it. She felt the need to be respectful and thankful, and for that, she needed some kind of permission. "Yes, God, yes!" he gasped. And as he was begging her for it, Penny dipped forward, her lips parted, but not all the way. She touched her lips around the tip of his cock, not to suck him, not yet, but just to catch the growing drip of pre-cum before it became too big and dropped to the floor. She felt it on her tongue and tasted a powerful sweetness that shocked her. Maybe it had been too long since the last sample, but Penny swore it was the best tasting pre-cum she'd ever tried...by far. She couldn't imagine how good his actual cum would taste, and suddenly she was craving it like someone lost in the desert craved water. She had to be strong, she told herself, to make sure she made this moment last, no matter how enticing the finish might be. Undressing Room With her lips still pressed around the tip of the man's huge cock head, Penny nibbled at him and poked and flicked the tip of her tongue on him. She darted her tongue at the hole in his tip, which, like the rest of him, was huge, and it further promised her a spectacular show when he finally released. She felt a wetness on her chin, so she tucked her lips on him a little tighter, afraid she was somehow losing pre-cum, but then she realized it was her own saliva. She was drooling. This was only one of the sensations that were already pushing her body toward overload. She craved him, yes, but he was so hot for her that she felt the heat all the way down her throat. He was also so hard that he was quivering, and she could see his once white hard-on had a very noticeable flush of red to it. Penny tongued him some more, drawing in more pre-cum, then she let the panties in her hands drop, and she moved her hands to his thighs, then around to his very nice and very clenched ass. His dick was so long that just to reach his ass, she had to throw her neck back, and could no longer kiss the tip of him, but just underneath the tip of him, still on his head, but not plugging his hole. And she watched as the pre-cum trickled out onto her nose, then felt it run between her eyes and stall in her right eyebrow. She gasped, and as soon as her mouth was open, she threw out her tongue, lapped wetly at his cock's underside, then, finally and fully, took his head into her mouth. She sucked on him but did not stroke him or bob her head. Instead she relished the feeling of his incredibly hot flesh in her mouth, the rubbery texture, and the strong, solid core. Her tongue glided this way and that, fluttering here and there, opting for speed since it was too small to feel him and please him everywhere at once. Penny was swallowing instantly, not because he'd cum, but because she was still salivating for him as though he were the main course and she was starving, which, in many was, was very true. Penny moaned and moaned, not doing it to communicate her pleasure, but on pure instinct. She had been in this position before, a nice cock head in her mouth giving her as much pleasure as she was getting from it, but before there had always been somewhere else to go. With this man's magnificent cock, even though she only sucked his head, her lips were almost stretched as far as they would go. She could take a little more of him in, and so she did, her lips passing the fleshy rim of his head and clamping in to reach his hard shaft behind. But then her mouth was truly full, so much so that she could barely maneuver her tongue, and she couldn't breathe at all. His cock tip was now teetering at the edge of her throat, cutting off her airway, but instead of giving up, though Penny couldn't tongue him or moan anymore, she could move her neck. So she bobbed on him, not really taking in more dick, but at least giving stimulation to what she already had. Tears rolled from her tightly shut eyes and her face turned red, but for Penny that was all merely a distraction to be ignored in favor of the immense pleasure she was getting, a pleasure that became evident as she felt her own juices begin to trickle down her thighs. Penny's fingers dug into the man's ass cheeks so hard they almost drew blood, but Penny was so focused she didn't even realize she was squeezing him. Finally her body's need to survive overcame her desire to keep him in her, and she coughed, released him, and gasped for air. But even as she was catching her breath, Penny was licking at him furiously, not just his glistening head anymore, but his entire, monstrous erection from tip to base. She knew she was a great cock sucker, but she could only hope that her talent was being registered by the stranger because she was too crazed to give him the proper attention to apply careful technique and craft. She was in a frenzy of need and lust. It was always about him, of course, but this time it was for her like never before. Usually she would make sure the surface of her tongue held a good amount of spit to lather up her man, but there was no time for that now, and so the saliva spilled off her tongue, slapped and splattered against his hot skin, ran down the corners of her mouth and chin; her tongue had a mind of it's own and yet attacked involuntarily. Only when she made her way back to his tip did her mind and body begin to focus concentration again. She tasted his pre-cum, lapped at it hungrily, then pursed her lips right around his hole and sucked him and tongued him for more and more and more. As soon as he'd gone dry, she began lapping him again all over his cock, letting it, even as it dripped with her own saliva, slap and rub and strain against her face. She let the entire wet, rigid length push up her, starting at her chin and then moving up her cheek, then alongside her nose, then over an eye, and across her forehead, leaving a trail of her spit and his pre-cum in it's wake. As the bulbous head hung over the top of her head, the pre-cum letting loose a drop or too into her hair, Penny's face was nuzzled in his enormous scrotum. She bit and licked and sucked at the skin until it was properly lathered, then opened wide and sucked in a testicle. She moaned again, hot and heavily, and now she couldn't keep her hands on his ass. One hand came back around and began to stroke his slippery dick fast and hard, gripping it tight but her fingers still barely able to go all the way around and meet. Her other hand dropped between her legs and under her skirt, and two fingers found their way easily into her very wet and steaming cunt, while her thumb targeted her clitoris and attacked. She had barely started on herself when she began climaxing. The man's nut was still in her mouth when Penny's orgasm struck, and so she howled into it and sucked it with the unreal but very serious intention of taking it down her throat. Her hand jerked him in a blur, and droplets of his pre-cum and her spit splattered off onto her fist. Penny's body jolted and shook and a bucked, her thighs felt like jelly and her knees burned on the cheap carpet, but there she stayed, making love to that giant cock because she knew to release it during her climax would've only taken pleasure away, not allowed more. In fact, to stay up, she had to take her hand out of and away from her own body and grab onto it with her other hand for support. Even though that meant riding out her orgasm with no more direct physical contact to her pussy, direct contact with the straining erection was somehow more important and more pleasurable. Perhaps, she thought, it had something to do with the idea that this stranger's hard-on was strong enough to support her precarious weight. As the orgasm went on and on, Penny had to release his nut to take a breath and so she could satisfy herself with the sound of her own lustful, passionate scream. But that didn't mean she left him alone. The frenzied licking and tongue thrashing of his cock continued but at even more rapid rate and a more serious urgency. She used her hands to whip his cock back and forth, and she pushed her face into it, slapping herself with him and belting out sounds of begging that were more defined than groans, but too garbled to be words. And then, without a warning, the stranger was cumming. Penny was stroking the huge shaft with both hands (and enough room for two more), and the head was rubbing on her forehead between her eyes when it happened. Her eyes were closed, so she felt it first; an instant sensation of something thick and hot and heavy covering her face from above her eyebrows to the middle of her cheeks. Only when she felt the warmth quickly spread and spurt across her forehead and slide down her chin and jaw line did she realize this was a liquid; no it was "the" liquid, and just as her first orgasm was about to subside, another took it's place. As much as she loved cum, Penny did not want it in her eyes, and so, despite wanting to see the flood, she kept them closed. But she held her mouth wide open, her tongue reaching out, and she strained with all her might to keep her legs from collapsing under her as she continued to hastily jerk this miracle man off. She identified the initial blast site for the cum, literally one inch above being right between her eyes. The cum surged against her in that spot, surging up to coat her forehead, or sometimes spraying up into the air, then raining down again in her hair. Down below, it didn't drip but poured from her face, running down her neck and chest, funneling across the tops of her breasts and disappearing in her cleavage. As she let these sensations fuel her orgasm way beyond normal parameters, Penny realized that opening her mouth to catch the flowing cum had been a mistake. The curve of her open mouth actually made most of the cum flow away from her lips, and so she closed her mouth tight, curling her lips in until she felt the hot sperm flow over them. Then she would open wide and fast, catching what came to her and sending her tongue out frantically for whatever it could pull in. Despite the massive load, she estimated that her multiple swallows combined amounted to just half a mouth full of thick, juicy, insufferably delicious jism. But, of course, she didn't even need a mirror to know that nearly her entire face was a mask of white, syrupy cum. The tops of her breasts were equally coated, and the top of her head was more than just sprinkled. And she couldn't even begin to guess how messy the cum that had run down between her breasts had gotten her; her entire torso felt wet as the sperm had spread out between her skin and her shirt. Just as fast as it had started, it seemed, the cum flood stopped. Penny's orgasm followed a few moments later, and by then she was so worn out from the strain of everything that when she tried to gently lower herself away from the cock and to the floor, she ended up collapsing right onto her back. For a while, even though she kept her eyes closed due to the heavy amount of jizz resting on the lids, curvy eighteen-year old beauty saw stars. It took her some time to catch her breath, especially with the cum running into her mouth whenever it was open, but even when she'd calmed down considerably she was breathing fast, and her heart was racing. She heard the man standing over her moving around, doing something, but she was too weak to even move her arms and wipe the cum from her eyes to look and find out what. And then she felt him straddle her, a knee on either side of her thighs. A breath caught in her throat as she dared to hope for something. But then she felt something move against her left hand. Her fingers, though wet and sticky, were amazingly free of cum, so she could tell right away what was touching her; the violet silk panties. "Do you want to wipe yourself off?" the stranger asked quietly. He sounded short of breath, too, Penny thought. "These are my panties," she said. "Yes..." he replied, not sure what she was getting at. "No," Penny said. And then she grabbed her skirt and pulled it up, revealing thick, naked white thighs, curvaceous hips, and in between, a bare, swollen, glistening pussy. "I mean, they're my panties." The stranger made no sound to indicate he understood, but Penny knew he had when she felt big hands grab her shirt and roughly tear it open, spitting her buttons against the walls of the dressing room, and revealing a saturated bra, two huge, glossy breasts with a reservoir of white goo in between, and below that, a tummy completely smeared with cum. Penny felt the man reposition himself as he spread her legs. And before she could even feel the thing touch her, the heat from his giant cock radiated strongly against her begging pussy lips. She knew, from having him in her mouth, that he was too big for her to fuck. But when she finally felt his still hard and still searing flesh lay down against the folds of her pink flower, she hoped to God that he would try anyway. To Be Continued... * FOR MORE stories featuring Penny, check out 'Chaperone Makes Three', 'The Lunch Break Girls', and 'Watch and Learn'.