At's Train Adventure

I must have dozed off, because I was awakened by the sound of two voices whispering. I immediately recognized one of them to be Kat, but couldn't not hear the man's voice well enough to determine who it was. I opened my eyes and looked toward the door of our room, where Kat stood with her back to me, wearing nothing but a pair of black thong panties. In the hall, leaning against the doorway to Sam's room was Steve. We'd apparently switched over to night shift already.

Hearing me moving, Kat turned and said, "Steve says that we're only about a half hour or so out of Emeryville. We probably want to start getting decent."

I shook my head in acknowledgement and then reached down and slowly pulled my shirt off of Sam in hopes of waking her slowly.

"I'll see you guys when we get to Emeryville." Steve said as he headed back upstairs and on to his other duties.

I tossed my shirt to Kat, who laid it on top of my bag. Sam didn't move.

I put my hands on her stomach and started to massage up and down her stomach, thinking that the feeling of someone touching her might wake her up. Still, she didn't react.

I slid my hands up further, cupping her breasts in my hands and rubbing my fingers across them. I rubbed my index fingers around her nipples, which made them come to attention, but still got no reaction from her. I moved fingers back and forth across the tips of her nipples, but still no response.

I slid my hands down to the outside of Sam's thighs and gave them a bit of a rub and then wrapped my hands around her thighs and raised her rear end up off of the seat, sliding my legs under her. Surprisingly, even this didn't seem to rouse her.

Kat said, "Turn her this way."

Still grasping her thighs, I sat up and turned both of us to face the door. As I did, Kat held Sam's feet, so that they would not slam to the floor. I put my feet on the floor and Kat bent Sam's legs and placed her feet on my knees. I spread my knees apart, which caused Sam to spread her legs.

Kat paused only a second and then bent down between my legs. She kissed the inside of Sam's left thigh about halfway up and then did the same to the right one. She moved up the thighs a little and did it again. She kept doing this until she was all the way up. She reached up with one hand and spread Sam's pussy lips apart and then, gave one long lick from the back to the front. This made Sam squirm and then start to laugh. Sam's eyes opened and she said, "Ok, I can't fake it anymore."

She slid her feet off of my knees and dropped her legs over Kat's shoulders, wrapping them across her back and pulling her in, pressing Kat's face into her crotch. Kat gave one more lick and then a kiss before Sam relax her legs to let Kat up again.

We got up and reluctantly got dressed and got our bags packed and ready for our arrival.

We had barely had time to get everything packed and make one last stop in the facilities when we rolled into Emeryville. We stepped off the train and found both Peter and Steve standing on the platform to tell us goodbye. We thanked them and the girls gave each of them a hug.

We headed out of the station and down the street toward our hotel. It was a short walk and a beautiful evening with a nice breeze blowing in off of the bay. The woman at the desk quickly got Sam checked in and we headed up to our room.

As advertised, the room had a kitchenette, a king size bed, a fold out sofa and a desk. It also had a sliding door that opened onto a small balcony that looked out toward the bay. Our room was on the tenth floor, which meant that our view wasn't obstructed by many of the buildings around us.

We sat our bags down and I collapsed onto the sofa. I took off my shoes and stretched my legs out in front of me. While the train had the benefit of having the ability to get up and walk around, it was nice to have room to actually stretch out.

"Is there any news still on? We've probably missed the local eleven o'clock. I feel like I've been disconnected from reality for a few days and need to find out what's been going on." Kat said.

I picked up the remote and turned the TV on to see what I could find. Sam turned on the light in the bathroom and stepped inside.

"Kat, you should see this shower. I know what I'm doing before I go to bed." Sam called from the bathroom.

Kat stepped to the door and then into the bathroom. I only heard a, "Wow!" and then muffled conversation, as the TV started to drown them out.

I found a 24-hour news channel and listened for a few minutes about this murder and that police chase before they went to commercial. When the news came around for the next thirty minute cycle, I realized that the girls had been out of the room for a half hour. As I started to flip through the channels again, I heard the water in the shower turn off. After another few minutes, Kat emerged from the bathroom with a towel wrapped around her waist. Her hair was wet and unkempt.

I thought, "That's odd, she just took a shower a few hours ago on the train."

Then, Sam entered the room wearing nothing, but attempting to dry her hair with a towel. At this point, I understood completely why Kat had chosen to take another shower.

Kat dug into her bag and found her hairbrush and returned to the bathroom.

Sam stepped toward me and asked, "Could you move over to the bed so that I can get the hide-a-bed out?"

I stood up and helped Sam to get the cushions off of the sofa and then pull the bed from inside. It unfolded easily, but the creases in the sheets showed that it had been at least a few days since the bed had been used.

While Sam pulled the covers back and tried to give them a "fluff", I went to the closet and retrieved the two pillows for the sofa bed and tossed them into place at the head of the bed. Then, I backed up and sat down on the edge of the regular bed.

It was now well after midnight, the sky was pitch black outside, but the lights of the city drown out any starlight. Sam, still without a stitch of clothing stepped toward the sliding door and peered out into the darkness. Kat stepped from the bathroom again, this time without the towel. Her hair had been brushed and pulled back into a ponytail. She reached down to put her hairbrush back into her bag, which was against the nightstand, between the beds. As she bent over to put the brush away, she nearly toppled over forward, so she thought better of trying to bend over and decided to sit on the edge of the sofa bed.

As she slid the brush into her bag, she commented, "My gosh! This bed is uncomfortable!"

Sam turned from the window and replied, "That's ok, I was planning to sleep on it. You two can have the big bed."

"We can't do that." Kat responded, "It's your room. You're already letting us stay here."

"I don't mind. I wouldn't have it any other way." Sam insisted.

Kat stood up from the bed, walked around the foot of it and up to Sam. She wrapped her arms around Sam and pulled her close, "Thank you."

Once again, I couldn't help but to appreciate the beauty of their two bodies pressed up against each other.

Kat turned her head to face the window, "It's beautiful out there tonight. I can't wait to see what it looks like in the morning. I wonder how much it has cooled off out there."

Sam reached for the latch on the door, unlocked it and then slid the door open enough to stick her hand and forearm out, "Feels pretty nice actually. Warm, but not really sticky."

She pushed the door the rest of the way open and then guided Kat out onto the balcony.

I stood up and headed for the door to follow them.

The balcony had solid walls on both sides, so neighboring rooms couldn't see onto our balcony from theirs. Nine stories below was the canopy over the hotel's entrance that allowed guests to get in and out of their cars without getting wet during the frequent rain showers in the area. That wasn't a concern tonight, as it was a beautiful, clear night. A few trucks and even fewer cars whizzed by on I-580, just a block or so west of the hotel.

At first, unsure of whether there would be people in the parking lots, on the street or in the pool downstairs, the girls stayed back from the railing. Sam was more courageous and stepped toward the railing. She first looked across the street to the parking lot of the strip mall, which was completely deserted at this hour, then across the intersection to the gas station. There was a car or two there, but everyone was more concerned about their own lives than about looking around for naked women on a tenth floor balcony. She moved forward and looked down to the front entry and the pool. The pool had been closed for more than an hour and there was no sign of any more arrivals to the hotel tonight. Finally, she moved right up against the railing and leaned forward, looking both ways for anyone who might be watching.

"It's safe. Nobody's watching." she finally decided.

I stood at the doorway as Kat stepped up to the railing beside Sam. I stood and looked at the two of them, standing there. Their wide hips and nice round rears exposed for me.

I couldn't resist. I took a couple steps back into the room, reached down and took my camera from my bag. I turned it on, checked to make sure that the setting was right for a night shot, without a flash, so that I wouldn't draw too much attention and then took a picture of that beautiful view. With the sound of the camera, Kat peeked back over her shoulder and gave me a little bit of a smile. She moved closer to Sam and wrapped her hand around Sam's waist, resting her hand right on the upper curve of Sam's hips. Sam did the same.

I snapped a couple more pictures and then Kat slid her hand down and held as much of Sam's right cheek in her hand as she could hold. Click.

Sam let out a little bit of a giggle and then did the same back to Kat. Click.

Surprisingly, they stood there in this position for a while. I was able to get several pictures with different adjustments of lighting and timing on the camera. Finally, Sam turned her head and looked at me through the corner of her eye, "Do you have enough of the back now?" she asked.

"Not really. I could stay here all night." I replied.

"Oh, I thought that you might want a front view, too." she rebutted.

"I most definitely would."

Sam gave Kat a quick smack the the rear and then turned to face me, resting her backside against the railing and Kat did the same. Once again, they wrapped their arms around each other's waist and pulled in close. Click. Click. Click.

Sam reached and pulled Kat over in front of her. She tilted Kat's head slightly to the left and she tilted hers slightly to the right. Kat was just at the right height that she allowed me to see Sam's breasts, but her shoulders covered the nipples. Sam reached under Kat's arms and took one of Kat's extra large breasts in each hand, covering the nipples with her palms and then lifted slightly and pressed them together to create more cleavage for my shot. They both had huge smiles on their faces. They were really enjoy this. I clicked off several shots of this pose before Sam turned Kat around to face her. She tilted Kat's head back and then reached down and grabbed both cheeks of Kat's ass in her hands as she gave Kat a big kiss on the lips. They held this post for a while before Kat began to take this kiss from a posed kiss to a much more sensuous kiss.

After some time, Sam moved her mouth away from Kat's and suggested, "I think that we should go back inside."

I stepped back into the room and the girls followed, Sam first, leading Kat by the hand. Rather than walk around the sofa bed, they both walked across it and off the other side to get to the big king size bed.

As Sam heard me set the camera down on the table, she turned and asked, "Why did you put it down? You're not done with this shoot yet, are you?"

I quickly picked it up again and put the strap around my neck.

Sam climbed onto the bed and moved to the middle. She held onto Kat's hand and pulled her toward the bed. Kat climbed up into the bed next to her and then each slid their legs under the covers, pulling the white sheet and blanket up to their waists. They propped themselves up on their elbows and I snapped a few pictures of the two of them lounging against each other. They slid down into the bed and both rested their head on the center pillow. I stood at the end of the bed on Kat's side and snapped a few pictures, then moved to the center of the end of the bed, then Sam's side. None of these angles seemed right, but I wasn't about to complain about any of this.

Finally, Kat said, "Isn't that going to be a weird angle? I wouldn't think that it would look very good."

"Yeah, probably." I replied, "What angle did you want me to try?"

"How about looking down at us?" Sam suggested, "You'll either need to stand on the bed or at least kneel."

I started to step up onto the bed.

"I don't think that it's fair that you still have your shorts on though. I think that you need to lose those, don't you Kat?"

"Definitely."

I let the camera hang from the strap and then unbuttoned my shorts and let them drop to the floor. I stepped out of them and tossed them to the side.

"Those too." Sam demanded, pointing and my undershorts.

I grabbed the waistband and slid them down to my knees and then let them drop to the floor.

"Ok, now you may continue." Sam said, as though she were a queen addressing one of her subjects.

I stepped up onto the bed and stood at the foot of the bed. I began snapping pictures of the two of them laying there together, their beautiful breasts exposed to me and smiles shining across both of their faces.

"Move up this way." Kat suggested, motioning higher on the bed.

I carefully stepped forward, straddling their legs. I snapped a few more pictures and became increasingly aware that I was standing more and more at attention with each picture. I moved up a little further. They both had to turn their hips and move closer in order for me to be able straddle the two of them. I was now looking nearly straight down at them. Their expressions had now moved from giddy smiles to that look that says, "I want you to fuck me."

There was no doubt that I was hard now.

As I continued to snap pictures at this angle, they turned to each other and began to kiss again. After a dozen or so pictures, Sam moved back from Kat a little and then slid further down into the bed by a few inches. She moved her face back toward Kat, reached down with her left hand and lifted Kat's right breast to her mouth, "I'm sorry. I've been forgetting to milk you for the past several hours."

Sam massaged Kat's breast in her hand and then latched her mouth around the nipple and began to suck out its juice. I continued to snap pictures. Kat closed her eyes and enjoyed the sensation of Sam suckling her tits. Sam sucked for several minutes and then unlatched. She stuck out her tongue and licked the few drops from the tip of the nipple and then began to slide her tongue around Kat's nipple and flicked the nipple back and forth with her tongue.

"i really should have been milking you sooner. Probably before we got off of the train." Sam said with the sound of a little girl who had just been caught.

"That's ok." Kat said, "As long as you are taking care of it now."

"No, no." Sam said, "I need to be punished."

"You're right. You should be punished." Kat said, pushing Sam's mouth away from her tit. She sat up and moved the the edge of the bed, with her back Sam.

"Come over here." Kat ordered Sam.

"No." Sam replied in rebellion.

Kat reached behind her and grabbed Sam by the wrist and started to pull, "I said, come over here!"

"And I said No." Sam said, pulling back.

"Oh, you're going to be like that!" Kat said, releasing her wrist and turning slightly toward Sam. Sam was laying on her side, facing Kat. Kat reached over and pulled Sam's hip toward her, rolling her onto her stomach.

"Come over here." Kat repeated, giving Sam a half-hearted smack on the ass.

"No." Sam repeated, turning her rear away from Kat again.

"Now!" Kat ordered, reaching up and grabbing a handful of hair on the back of Sam's head. Sam lowered her head onto the bed in defiance. Kat gave the hair a tug and Sam still resisted.

Finally, Kat gave Sam's hair a good hard tug, which obviously hurt, but Sam was enjoying every minute of this. She finally began to move, as Kat pulled her around off of the bed. Kat led her around to the right side of her knees and said, "Bend over!"

Sam didn't bend voluntarily, so Kat pulled her hair down toward her lap, forcing Sam to bend over her thighs. She held Sam's hair with her left hand and pulled her until her hips rested again Kat's right thigh. She laid a smack on Sam's ass with her right hand.

"Are you going to be a good girl now?" Kat asked her. Sam didn't answer.

Kat gave her another smack.

"Are you going to be a good girl now?"

Sam nodded her head yes, but Kat gave her another smack on the ass.

"Are you going to suck the milk from my tits like a good girl?"

Sam nodded again.

"Have I punished you enough?" Kat asked.

Sam shook her head no.

"Ok." Kat responded. She gave Sam another hard smack on the ass and then began to push Sam off of her lap, but still held onto her hair. "Get on your knees in front of me."

Sam slid off of Kat's lap and knelt in front of her on the floor. Kat still held onto her hair.

Kat spread her legs apart and commanded, "Move closer."

Sam inched closer.

"Closer." Kat demanded.

Sam moved in a little closer. Her shoulders were now even with Kat's knees. Kat wrapped her legs around Sam's back and pulled Sam in closer. She pulled Sam's hair up and toward her, forcing Sam's face into her crotch.

"Eat it!" Kat told Sam.

Sam stuck out her tongue and gave one lick from the back of Kat's pussy to the front.

"I didn't say lick it. I said eat it!" Kat said, pulling Sam's face even further into her crotch.

Sam opened her mouth wide and enveloped Kat's pussy. Kat released Sam's hair and moved her hand onto the back of Sam's head, holding it closer to her.

After a few minutes, Kat slid back onto the bed. Sam stood at the edge of the bed and bent over to continue her work on Kat's pussy. I moved around the bed, snapping pictures. I moved around behind Sam and got a nice shot of her ass, her head down between Kat's thighs and huge tits. I stayed behind Sam for quite a while I worked to find the perfect angle for the perfect picture.

Kat reached up to the head of the bed, grabbed a pillow and slid it under her head. As she lifted her head, she looked up at me and said, "What are you doing?"

"I'm taking pictures of the two of you. Why? Did you want me to be doing something else?"

"Yes. I think that you should be doing her." Kat replied, then she asked Sam, "Would that be ok with you?"

Sam raised her head and looked back at me and shook her head yes.

I dropped to my knees behind Sam and quickly snapped a couple pictures of her moist pussy. I spread her lips apart with one hand while snapping pictures with the other. Finally, I stuck my face between those round, firm cheeks and played with her pussy with my tongue. I held the camera out in an attempt to snap a few pictures of myself trying to pleasure her.

Once I was sure that she was ready, I stood up again, held onto her hips and guided my cock toward her waiting pussy. I toyed with her for a minute or so, just to get a reaction. I let the head of my cock slide back and forth across her lips and then slip away without penetrating her. It was obvious that she'd had enough when I got to just the right spot and she pushed back, sliding me inside of her. She was nice and tight. Her pussy gripped tight against my shaft. I couldn't help but let out, "Wow!"

Kat looked up at me and asked, between labored breaths, "I take it that you like the feeling of being inside of her?"