I sat on the train with my girl friend's head nestling against my chest. It was mid-summer and the air conditioning was faulty, so most people were subdued and lazy in the heat. Lots of exposed flesh and sweaty bodies were lounging about; some of the bodies were very easy to look at. I was in a pair of green knee length combats and a tight white vest top showing my toned arms and chest. Kay wore a little blue summer dress, low cut with straps over her shoulders nicely showing the shape of her breasts. The bottom of it reached mid thigh giving a great view of her long toned legs. The journey was a long cross country affair with the occasional rustic stop, meaning only an occasional burst of activity between the infrequent stops.

Sat on my right Kay's head occasionally rubbed against my chest as she got comfortable. Accidentally, or not, she had moved so her lips rubbed against my right nipple. I was increasingly becoming erosed. I started vividly sensing her tight body against mine, the smell of her, her exposed lightly tanned skin. Fantastic toned legs with same sheen as the rest of her exposed skin. I lazily felt her arm, my fingers lightly gliding over the exposed skin.

"Mmmm that's lovely!" she purred. Her hand resting on my abdomen just inches above my increasingly swelling rod.

"Yeah, you're skin is so good to touch. I can't wait to get you alone later!" I murmured to her.

"Oh really!" she paused.

"By the looks of it you're ready right now." gently patting my rod through the cloth of my shorts.

Her hand moved beneath my vest top her fingers playing along the lines of my abs. My hand slid down her arm onto her hip and then her firm ass, feeling it beneath her dress. I gently massaged the sensitive area between her ass cheek and thigh. She purred softly again, her hand moving up along the inside of my thigh. I looked around remembering we were not alone. But the carriage was less than half full and no one appeared to be paying us any attention.

Her hand was moving underneath the front of my shorts along the front between my legs, the tips of her long fingers massaging the base of my rod and balls. Jeez it was so uncomfortable - my dick wanted to be free! I returned her enthusiasm by softly rubbing my fingers between her legs, rubbing her ass and catching the back of her now warm panties.

She stiffened against me as I stroked along the outside of her lips, feeling the heat through her panties. She responded by moving her palm along my shaft. I filled with searing lust, the awareness of other people being close to us made it even more exciting. Kay's finger played with my other nipple as she breathed on and nudged the other one.

My finger found its way underneath her panties, pushing them to one side letting my finger trace round the entrance of her swollen and moist lips. Her breathing quickened as I let my thumb slip up inside her, rubbing inside the front of her slit and kneading her juicy bud between my thumb and finger.

I desperately wanted to strip off my shorts and sit her down on my aching cock. But even in my haze of erosal I knew that was madness. But we were caught in a escalating game of cat and mouse, constantly turning on the heat till one, or both of us, was going to cum in the carriage.

Moments later the guard, who had been absent for what seemed forever, moved down the aisle casually checking tickets. I reluctantly moved my hand from Kay covering her beautiful skin from view. Her own hand leaving my straining rod still throbbing under her hand, now outside my shorts and covering the bulge.

Her head remained on my chest as the conductor moved to us.

"Is she OK?" he asked, apparently concerned.

I guess her flushed cheeks made her look unwell. Of course she was far from unwell!

"Look I am sorry I can't have you being sick in here!" he warned us. He seemed very concerned about that and directed us to use the toilet.

"Just stay in there for a bit. Sorry, but I have the other passengers to think about."

As he left Kay and I looked at each other quickly and we both knew we would get a chance to have each other.

I moved Kay down the carriage. She played her part well looking suitably ill, even feigning a gagging cough. As we passed I saw looks of sympathy and others of lust as we went past. As we got into the toilet (mercifully clean and odour free) we forgot our surroundings and just starred at each other. She sunk against my body our mouths joining, sucking each other tongues, our lips snacking against each other. My hand went down her back lifting her short dress and sliding my hands down her tight ass taking her panties with them. She tugged at my shorts pulling them down to the middle of my hard thighs. My rock hard dick tight against my belly, held by my tight hipster trunks. She briefly traced its length with her fingers and finally released it from its cage.

I spun her round with her ass pointing at me pushing her back down, raising her swollen pussy up at me. As she stabilised herself on the wall I took a long lingering lick of her lips. The mirror next to us showed me Kay playing with her breasts through the material of her dress. Her face contorted into a pleasurable grimace. I saw myself pleasuring her with my mouth and tounge. I continued lapping at her, sucking on her bud, feeling all over the delicate skin of her thighs and enjoying her taste.

"Fuck me, just fuck me now before I slap you!" she moaned.

I didn't need any more encouragement! I quickly stood up, positioned my tool in her and thrust in right to my balls. I thrust back and forth watching her lips being pulled back and forth against my rod. Watching us in the mirror was a real turn on. I reached round to stroke her bud as I pushed against her. My orgasm was approaching fast. Then I just lost it. Normally I am a sensitive lover, but then I just held onto her hips pumping her for all I was worth. Finally it hit me. My cum spraying deep inside her. I ground against her with each gushing throb. I closed my eyes feeling giddy and elated. When the wave if ecstasy finally washed over me I looked down at her. She looked back at me over her shoulder grinning.

"Now finish me off." she purred.

I spun her round again and she lifted her leg over my shoulder as I knelt in front of her. I began licking once again. Soft then hard then soft. As her breathing increased I slipped my index finger into her ass quickly moving it in and out to the knuckle. She was so wet and didn't take long till she shivered and ground my lips into her as her orgasm hit her. We had been quiet, but her climax forced small cry, almost a sob, from Kay's open mouth.

Moments later.

"Is everything OK in there?" the familiar voice of the guard on the other side of the door.

We said nothing and hastily got ourselves dressed and washed. As we opened the toilet door the guard looked at us, looked again, and made to say something. Then thinking the better of saying anything just walked away. As we walked back to our seats I noticed another couple embracing and kissing, I liked to think we had set them off and wonderd whether the toilet would be busy for the remainder of the trip.

I then noticed a scrap of paper on my seat. It simply said 'phone us' followed by a mobile number and a smiley. I pocketed it, hugged Kay and dozed.