Barely conscious. 3 AM, or that's what my bleary
eyes saw on the glowing big hand and little hand of my
watch.  I'd been sleeping for the last couple of hours
as the train sped through the northern reaches of the
Midwest taking several hundred of us from Chicago to
points east.  In my case, back to New York after a
conference. Hours of talk and then the rush to make the
Lakeshore Limited.

   I enjoy riding trains and if I'd had my wits about me
when I planned this trip I would have booked a sleeping
compartment instead of ending up scrunched up in a
regular seat. At least there was no one sitting next to
me. The people in front departed somewhere in Indiana
and the kid behind me who had been jumping around since
we left had completely worn himself and his mother out.
Just me and that young couple right across from me.
Not a very crowded train, really.

   I moved my head around to check out the young couple.
In the dim light I could see they hadn't worn them-
selves into slumber, they were clearly making out now
that everyone else was asleep.  He, in jeans and T-shirt,
18 or 19, longish blond hair and a couple of ear rings,
moderately well muscled. She, wearing one of those long
but somewhat diaphanous Indian skirts, a T-shirt, some
leather necklaces, a Bjoran ear ring mostly out of sight
in her long dark hair.  A couple of Dead Heads, actually,
going back to somewhere in western New York after seeing
"the show" in some suburb of Chicago. I'd talked with them
as we boarded the train and came to the conclusion that
she (Emily - prevet student at Cornell) was the brains of
this couple while cute Rob (not clear what he does) sort
of tags along.

   What Rob does do, at least right now, is lick, kiss
and nibble Emily's neck while his hand is out of sight
up her dress.  The dress is mostly scrunched up her
smooth, slightly furry thighs, one of which is airborne
with a foot wedged against the seat in front of them.
She moans softly as his arm moves, suggesting the slow
finger-fucking she is receiving.  Her hips move slowly
against his hand, and although I can only make out part
of it, I'm pretty sure she is whispering instructions
into his ear about using his thumb to rub her clitoris
while his middle finger probes her wet vagina. Rob
moved his free hand to her chest, pushing her T-shirt
up over her breasts and then moving his mouth to her
breasts, licking and sucking each nipple in turn.
Emily made muffled whimpering noises as she squirmed
against and under him even more.  A hand grabs and rubs
his back, another slides through his hair, then on to
the back of his neck, kneading and squeezing.

   Rob's hand is moving more insistently now, and he
appears to have located Emily's g-spot as her level of
pleasure appears to have clicked up a notch.  She seems
to be trying not to make too much noise, but the sounds
she makes and the number of things she murmurs, moans,
grunts and whimpers suggest that under more private
circumstances she'd be pretty noisy.  Even so, I can
hear her whisper to Rob, "C'mon baby, that's it...just
like that...right there, don't move.. just like that
sweet baby...you're gonna make me come if keep doing
that....just like that... just like...oh, now, bite it
now!

   Rob's teeth clench on her left nipple, Emily's back
arches, her legs shiver and convulse and very heated,
very desperate and very irresistible groans catch in
her throat and then slip from her mouth.  She continued
to come for more than a minute until she reached down
to take Rob's hand out of her and kissed him deeply.
They cuddled and squirmed for several minutes, during
which I heard Emily laugh and say, "Hey, I told you it
was there, you just had to find it."

   After awhile and some more petting Emily twisted
around then moved him into a slouched sitting position
on the seats and slid down between his legs.  I heard
the unmistakable sound of a zipper and the sound of
denim against skin as they slid his pants off.  He was
already hard, which led to a momentary pause in getting
his pants past his hard-on.  Emily knelt between his
legs, picking a couple of stray pubic hairs off his
cock before she began to slowly lick it.  Long, slow
licks from the base to the tip, underneath and on the
sides.  Rob let his head slide back but occasionally
glanced down to watch.  For her part, Emily kept an eye
on him, enjoying her ability to turn him to oatmeal.
She moved up slightly, took his cock in her mouth and
began to suck him.  She didn't waste any time, sucking
him slowly but deliberately, hands and mouth, her eyes
locked onto his.  Before long she was making the
slurping and smacking sounds that can only come from
great head.  He was whimpering and squirming and even
after the first few minutes it looked like he wasn't
likely to last very long.  She was leaning against him
using the same arm whose hand was stroking his cock.
Her other hand had disappeared beneath her, to finger
her still moist pussy.

   Emily glanced in my direction and our eyes met. I was
trying to look at least passably asleep but she saw
through me.  I was slightly startled since I wasn't
sure how much they'd appreciate my watching, but from
the mischievous look on her face, maybe that's what
she was looking for.  She stopped momentarily to
stroke "shame on you" finger movements at me, and then
kept eye contact on me as she went back to sucking
Rob's very hard cock.  For the next several minutes,
her eyes went from Rob to me, and the hand rubbing her
clitoris seemed to move a bit more insistently.

   She continued to stroke him, but took her mouth away
and asked him, "OK Robbie, where do you want to cum?
Want to cum in my mouth?" - with that she took him back
into her mouth again and gave him five seconds of
especially nasty sucking, the movement of her lips and
tongue very clear - "Or do you want to cum on my tits?"
- she took his cock and slid it across her bare chest,
over her breasts, and then between them.

   "I'm not sure.. I'm not...so good...gonna come soon,"
Rob drooled.

   "Aw, c'mon, we always like it when you come on my
breasts.  You'd like to spurt on my tits, wouldn't
you?"  With that she took the hand that had been busy
rubbing herself, took a wet finger and slid it into
Rob's ass, while giving him strong base-to-tip strokes
with her other hand, holding his twitching rod against
her breasts.  This was much too much for young Rob, who
moaned loudly, arched his back and came.

   Really came.  Spurt after spurt of warm musky jism
shot from his young cock all over Emily's bare breasts.
The second spurt was energetic enough to hit her on her
chin, causing her to flinch slightly and giggle as she
whispered, "Yeah, baby" repeatedly in support of her
lover's Peter North-class output.  After five or six
spurts she slowed her stroking and he began to settle
down.  She took her lover's cock and used it to spread
his cum all over her breasts and stomach.

   Emily crawled up over the still-glowing form and
straddled him.  She reached beneath her, took his
still-hard cock in her hand and placed it where she
began, slowly impaling herself until she hit bottom.
Slowly, at first, she rode him, grabbing his head from
the base of his neck and placing her breasts at his
mouth.  Rob, being eighteen, was capable of more; and,
Rob being Rob, was apparently good at doing what Emily
wanted.

   Then Emily turned her head to check on me.  Her eyes
met mine and she stayed with me while she slowly fucked
Rob.  She stared at the rather large bulge in my pants
and smiled.  I was transfixed watching her wonderful
ass undulating and the muscles in her thighs flexing
and relaxing as she ground her clitoris against Rob's
pubic bone.  His hands held her breasts as he sucked
on them, his face almost buried in her.  And all the
time she looked into my eyes across that aisle, her
pleasure as clear as day in her gaze.

   I watched as Rob bounced her up and down, her lovely
head jerking forward and backward from his insistent
motion. Then all of a sudden, I could see her eyes go
unfocused, I saw her through her head back and there
was a loud moan that escaped from her lips as she came
for the second time that night. Rob sped up his bucking
motion, and as Emily recovered from her latest orgasm,
she brought her eyes back to mine. She rode Rob all the
while looking at me, licking her lips sensually, making
me go crazy. 

   I couldn't help it, as Rob shot his come into this
beautiful young girl, I did the same thing in my shorts.
What a mess. I think that's what Emily was trying to do
to me all along.

   After I cleaned myself up in the rest room, I found a
seat in a car farther back, I really needed some sleep.