The girl, a free-spirited hippie lookalike with sun-streaked hair, leaned against the brick wall of the truck stop, her gaze drifting between the vehicles speeding past on the highway and the diner where she hoped to find a ride to California. It was warm out, the sun beating down on her bare arms and shoulders, and she was dressed for the occasion: short denim shorts, a thin white tank top, and a flannel shirt thrown over her shoulders. Beneath the tank top she was as bare as the day she was born; she rarely wore underwear, and today was no exception. Her backpack lay at her feet, stuffed with a change of clothes and a few personal belongings.
A middle-aged man in a rumpled suit and a baseball cap, his face round and red from the effort of carrying a tray with a bit of leftover bacon and eggs, caught her eye. She smiled, hoping he might be heading west. "Hey there," she called out, her voice tinged with a Southern drawl, "you going my way?"
He set his tray down at the bussing station and walked over to her, wiping his hands on a napkin. "Well, miss," he said, a twinkle in his eye, "I'm actually headed up north, but I could take you as far as the next truck stop. You can hitch a ride from there if you like."
She grinned, feeling lucky. "That'd be great, thanks," she replied, hoisting her backpack onto her shoulder. "I'm Lily, by the way."
"Pleasure to meet you, Lily," he said, holding out a hand. "My name's Frank, " he said while speaking directly to her nipples that were poking through the tank top. dark shadows from her nipples showing through the white cotton.
She smiled politely when she caught him looking. They are just boobs, she thought. If men wanna look, who am I to stop them? she asked herself.
Frank led Lily to his car, a late-model SUV with a hitch on the back. "I've got some room in the back for your things," he said, gesturing to the open rear hatch. "Why don't you hop in and get comfy?"
She thanked him and climbed in after putting her backpack in the backseat. As she settled in, she glanced at him from the corner of her eye. He watched her intently, his gaze lingering on her exposed skin and flowing hair. "So, Frank," she said, trying to break the silence, "what line of work are you in, anyway?"
"Oh, you know," he said, starting the car, "I'm a traveling salesman for farming equipment. Been at it for over twenty years now." He chuckled, shaking his head. "But enough about me. Tell me more about you, Lily. Where are you from? What are you doing out here all by yourself?"
She smiled, leaning back against the headrest. "I'm from a small town in Georgia," she began, "but I've been feeling restless lately. Just needed to get away, you know? See some of the world, find myself, that sort of thing."
Frank nodded sympathetically. "Ah, yes. The age-old quest for self-discovery. I can relate to that," he said, glancing at her again. "You're a very pretty girl, you know that? I'm sure you'll find what you're looking for out there."
"Well, thank you, Frank," Lily replied, blushing slightly. "And I appreciate the ride, too." She paused, thinking for a moment. "Since we are going to be in here awhile, do you mind if I smoke some weed? I will share if you want."
Frank chuckled. "Oh, I don't mind," he said, glancing at her again. "And I've always been a fan of sharing." He winked. "But since I am driving, I should wait on the weed. But you light right up, sweet thing."
Lily reached into her pocket, pulling out a small, neatly rolled joint. "Well, in that case," she said, grinning, "I'll just have to enjoy this one myself." She expertly lit the joint, taking a long, deep drag before exhaling a plume of blue smoke. "Mmm, that's more like it," she murmured, her eyes closing as she savored the sweet taste of the weed.
Frank glanced at her from the corner of his eye, trying not to appear too interested. "So," he said, clearing his throat, "do you have any particular destination in mind? Someone you're going to meet or something?"
Lily shrugged, taking another drag on the joint. "Not really," she admitted, exhaling again. "I'm just kind of winging it, you know? I've got some friends in California, but I'm not in a hurry to get there. I just want to see where the road takes me, do some hitchhiking, meet some interesting people." She grinned, looking over at him. "You know, live a little."
Frank smiled back, nodding thoughtfully. "Sounds like an adventure," he said. "I've always wanted to travel more myself. Maybe I'll come with you next time." He chuckled, but there was an edge of seriousness to his voice. "You know, keep an eye on you and keep you safe."
She turned to look at him, her expression softening. "That's sweet of you, Frank. Really. But you don't have to worry about me. I can take care of myself." She paused, then added, "Besides, I'm not the kind of girl who needs a man to look after her."
He smiled at her, a gentle, understanding smile. "Oh, I can definitely see that! And to be honest, I am too old for that sort of thing. I just liked the idea of getting to keep an eye, or both my eyes, on you," He chuckled at his own joke.
Lily smiled back, feeling a warmth spreading through her chest. She hadn't expected to connect with anyone, let alone someone like Frank on this trip. He seemed genuinely nice and a little older and wiser than most of the guys she'd met.
The rest of the drive passed quickly, with the two of them trading stories and laughter. Lily told Frank more about her life in Georgia, her family, and her dreams for the future. He, in turn, shared tales of his travels around the world and the people he'd met along the way. They even talked about music and movies, finding that they had many of the same interests. And while Frank seemed to look at her chest as much as the road, she found it sorta flattering.
"Frank, we are way past where you said you could take me. It's so nice of you. I sorta feel like I owe you. Are you sure you don't want some weed?"
Frank chuckled. "Oh, I'm fine, don't worry about it. It's no trouble at all. And honestly, I appreciate the offer, but I've got enough to deal with on the road without adding that to the mix." He glanced at her, his expression softening. "Besides, it's nice to have some company, you know? Sometimes, driving through the middle of nowhere makes it easy to feel a bit lonely. And let me be clear," talking at her chest again, "getting to look at you and that tank top has made my day."
She grinned, feeling a warmth spread through her. "Well, I'm glad I could be of service, then." She felt the weed's warm, mellowing effect and felt relaxed and at peace.
"Oh, you haven't serviced me yet!' he again laughed at his own joke. "But damn, I bet that would be nice."
She felt herself blushing, unsure how to respond to his comment. It was one thing to joke around about such things back home, but here, in the truck, with this older man, it felt different. She cleared her throat, trying to find her voice again. "Well, thank you for the ride, Frank. And for being such a good sport about everything. I really appreciate it."
"Lily, you wanna do an old man a crazy favor?" he asked, smiling at her.
She hesitated for a moment, unsure of where this was going. But something in his tone made her curious. "Well, I guess... if it's not too crazy," she said carefully.
"Well, you tell me.... I know you see me looking at your chest through that shirt. And you don't seem to mind so much. Would you be willing to ride without the shirt on at all? I might even be able to kick in some gas money to help you out."
Lily's heart raced as she considered his offer. Part of her was nervous, unsure about being so exposed to this older man. But another part of her was curious and felt a thrill at the idea of baring herself to him in such a way. She glanced down at her tank top, suddenly self-conscious about how revealing it was. But Frank's expression was sincere, and something in his eyes made her feel safe.
Knowing she would run out of money soon, she asked, "How much gas money? And just looking, right?"
"Whatever you think is fair, sweetheart. And yeah, just looking. But if you're comfortable with it, I'll touch them up a little for some extra gas money." He winked at her.
Lily hesitated for a moment longer, then finally nodded. "Okay," she said, taking a deep breath. "So, like, $40 in gas money. And just looking, right?"
Frank smiled reassuringly. "Absolutely, sweetheart. Just as you say." He paused, then added, "I will make it $100 if you let me touch them."
Lily considered his offer again. She knew that $100 would go a long way in helping her get to California. And the thought of him touching her breasts, even though he was old, made her feel a strange mixture of anticipation and nervousness.
Finally, she nodded. "Okay, Frank. $100, so like... just whip 'em out?"
"You bet, doll. In fact, let me pull off right here so I can get a good look without crashing."
Frank pulled the truck over to the side of the road and turned off the engine. He glanced at her, his expression a mix of anticipation and reverence, and she felt a surge of adrenaline course through her veins. Nervously, she slowly pulled her tank top over her head, revealing her perky breasts to Frank for the first time.
They weren't super big, maybe a C cup. And they had some sag to them, which Frank loved. The pale white skin that covered them contrasted with the dark nipples. Her areolas were small, just bigger than a quarter, but her nipples poked way out, almost a full inch.
"Oh fuck Lily. You're perfect." He whispered, his voice husky.
Frank reached out and gently cupped one of her breasts in his hand. Her skin felt so soft and warm under his rough fingers. He leaned forward, his lips parting as he kissed her nipple, sucking it gently into his mouth. Lily let out a soft moan, arching her back as pleasure coursed through her body. His hand moved to the other breast, giving it equal attention, massaging and teasing her sensitive skin.
As he continued to touch her, Lily found herself becoming more and more aroused. Her heart raced, and her breath came faster. She had never been so intimately touched by an older man before, and she found herself enjoying the sensation immensely. Frank's hands were strong and experienced, and they knew exactly how to make her feel good.
With one hand, he massaged her breast, rolling her nipple between his fingers. His other hand moved lower, sliding to the front of his jeans and unbuttoning them. He felt Lily jerk as the sound of what he was doing became obvious. He felt her tense up.
"It's okay, sweetheart," he whispered, his voice reassuring. "I'm not gonna hurt you. Just that your body is affecting me, and my jeans need to be opened to make some room."
It sounded reasonable enough, and she started to relax again. But then, glancing down, she saw the huge semi-hard monster hanging out of his jeans.
"Oh my GOSH! Fuck, Frank. That's huge!" she exclaimed, her voice a mixture of fear and awe. She could see the thick veins running along the length of it, and she felt a surge of arousal deep in her core.
Frank chuckled, his eyes glinting with amusement. "Your body has this effect on me." He leaned forward, his lips brushing against her ear. "Would you like me to touch you with it?"
Lily shivered at his words, her breath catching in her throat. She was terrified and exhilarated in equal measure. She was parked on the side of the road, in the middle of nowhere, with an older guy she just met, topless. A part of her wanted to back away, to jump out of the car and run. But another part of her, deeper and more primal, wanted to keep going. Frank seemed ok. Certainly a perv. But ok. And maybe he could use a little thrill. And the buzz of weed always turned her on.
"Okay," she said, her voice barely above a whisper. "If you want..."
Frank reached out and pulled Lily toward his side of the car. "Get on your knees on the seat and just rub your tits on it, Lily," he said, moving her body as he said it. "Rub it all over those wobbly tits."
Lily felt a surge of heat in her belly as she obeyed his command. She climbed onto the seat and knelt next to him, her breasts swaying just inches from the enormous cock. With shaking hands, she gripped the base of his cock and began to rub it all over her breasts. She moaned as her soft skin made contact with his hot, throbbing flesh.
"That's it, Lily," Frank encouraged her, his voice rough with desire. "Just feel it, enjoy it. Show me how much you want this." He reached out and cupped one of her breasts in his hand, tweaking her nipple roughly. She cried out, arching her back.
Her movements became more frantic as she continued to rub her breasts against his erection. Her nipples were hard and sensitive, and the feel of his cock and her thoughts about what was happening was driving her wild. She could feel the heat emanating from his body, and the musky scent of his arousal filled her nose.
Frank gripped her hips, guiding her movements as she rubbed herself against him. His other hand reached down, teasing her clit through the gap between the denim of her shorts and her smooth skin. She cried out, arching her back, and he felt the wetness of her desire on his hand.
"Oh fuck, Lily," he groaned, his voice hoarse with desire. "I love them young titties. Slap 'em with my dick," his suggestions quickly turned into demands. She could hear his voice change, becoming more intense and maybe menacing.
Her breasts felt so sensitive, every touch, every stroke sent a shock wave of pleasure as she used his large penis to abuse them. She placed her fingers around him as she did, feeling its girth and weight. She stroked him, up and down, marveling at how hard he was, how hot.
"Oh fuck, Lily, squeeze me with those pretty little tits," he growled. "Feels like you got a hairy little snatch. Is it getting wet?"
Lily moaned as she continued to rub herself against him. She was terrified and thrilled all at once, the combination of fear and desire making her movements more frantic. She glanced down at his hand, still cupping her breast, and then back up to his face, flushed with desire.
"Yeah," she whispered, her voice barely audible. "I think so." She felt the heat pouring out of her crotch. The insanity of the situation was making her more aroused.
"Show me. Go ahead and show me your hairy little cunt. I gotta see it!" his face turning red, a bead of sweat at his hairline.
She hesitated momentarily, her breath coming in short, ragged gasps. Her heart was pounding in her chest, her body aching with need. Then, slowly, she reached down between her legs and unbuttoned her shorts, shimmying them down her legs. She leaned back into her seat, pushing the shorts to her ankles and opening her legs wide to his eyes. There it was, her wet pussy, covered with dark pubic hair, the hint of wet lips glistening in the dim light of the dashboard. She could see the curiosity and lust in his eyes as he stared at it.
"Oh fuck, Lily," he groaned, his voice rough with desire. "You're so fucking beautiful." His hand moved to his cock, where he gripped it in a fist and started pumping it up and down. "Open up that cunt and show me, baby girl. Show me where the boys get to stick their dicks."
Lily felt a surge of power course through her as she watched Frank's reaction to her exposed body. She reached out and grabbed his wrist, guiding his hand towards her wet pussy. "Here, touch it," she whispered huskily, her breath hot against his skin. "Feel how wet you make me."
His fingers hesitated momentarily before finally moving to where she guided them. He touched her, and she arched her back into his touch, a moan escaping her lips. His fingers were rough and demanding as they parted her lips, stroking her sensitive clit. She felt like she was about to explode as his touch sent shock waves of pleasure through her body. He hadn't felt anything so tight and so good in decades.
"That's it, Lily," he growled, his hips thrusting against her. "Take them fingers. Show me how hot you are." His other hand left his cock and moved to the steering wheel, holding it firmly as he fucked his hand against her. She could feel the strength in his grip as he held on, his body tensing with each thrust.
Her fingers were a blur as she stroked his cock, slick with her own juices. The sounds of their breathing grew labored, filling the car with a sense of urgency. The world seemed to fade away, leaving only the two of them in this moment, this car.
"I bet you have let a ton of boys fuck you," he said while pumping his hand.
"No," she lied, feeling herself grow wetter at his words. "I've only... only been with one."
She glanced down at his hand, still working against her, and then back up to his face, flushed with desire. The car seemed to sway with the motion of their bodies, and the air inside grew thick with their combined scent.
"I would love to make that two," he said with a gleam in his eye.
"I... I don't know. I don't think I want to go that far. I'm sorry!" she said.
He smiled at her words, his eyes darkening as his hand continued its relentless motion. "Oh, you don't know what you're missing, baby girl. I can make you feel things you've never felt before." His other hand reached down, cupping her breast, his thumb teasing her nipple until it hardened. She arched into his touch, moaning softly. "I bet you're so tight, aren't you? I bet it's been so long since I've fucked some really tight pussy!"
The feel of his hand on her breast and the words he spoke sent a shiver of desire through her. She could feel her body trembling with need. "I... I don't know...," she managed to say between gasps for air. "It's just... I've never done this before... not like this..."
His fingers continued to work their magic, thrusting in and out of her as if he could feel her inner muscles gripping him, trying to pull him deeper. "Oh, baby, you don't know what you're missing," he groaned, his voice thick with desire. "Climb up on me, and you can put the tip in. You can control it..."
She knew she should say no. But his hands were already turning her to face him, pulling her into his lap. "Damn, little girl, your snatch is dripping. That's good. That will help you get the head of my big ol dick inside of you. Come on, climb up on Daddy, " he said, laughing, his huge dick bumping into her pussy, her wetness smearing on him.
She gasped as he guided her, lifting her into his lap, her legs straddling his hips. His cock was so much larger than she expected, and she wasn't sure how it could possibly fit inside of her. But she didn't want to disappoint him, so she reached down and gripped the base of his shaft, steadying it as she positioned the head at her entrance. With a shuddering breath, she lowered herself down, feeling the thick head press against her, stretching her opening wider than she ever thought possible.
Frank sounded like he was a growling bear. "Oh yeah, get that head in there, Lily," he demanded.
Her body shuddered with the sensation of being stretched as she lowered herself further, feeling the head of his cock slide into her with a soft pop. She gasped, arching her back, and he growled, thrusting upward, burying part of his length inside of her. Her eyes rolled back in her head as he filled her, his thick shaft stretching her to the limits. She felt so full, so tight around him, and it was unlike anything she'd ever experienced before.
He groaned, his hands gripping her hips, his eyes locked on hers. "Oh, fuck, Lily," he breathed, his voice ragged with desire. "You feel so good." He began to move slowly at first, thrusting into her in a steady rhythm that made her moan with pleasure. She clung to him, her nails digging into his shoulders as she felt the sensation of being claimed by him, of being taken in a way that made her feel both vulnerable and powerful at the same time.
"You... you said the head, " she barely breathed out, trying to adjust to his girth.
"Oh yeah, baby girl, you got it," he growled, his voice low and rough. "Just relax and let Daddy take care of you." His hands moved lower, cupping her bottom as he began lifting her light body, then flexing his hips up into her as he pulled her down on his cock. Each powerful stroke rocked her body, her breath coming in short, ragged gasps as she tried to adjust to the sensation of being filled so completely. She was having trouble even breathing, let alone talking.
The way he moved, the way he thrust into her, it was unlike anything she could have imagined. It felt like he was fucking her soul as well as her body, claiming her in a way that went far deeper than just their physical connection. She could feel the muscles in her thighs and stomach tensing and relaxing as he drove into her, her body responding instinctively to his movements.
"Take daddy's big dick, Lily. Take it deep. Let's stretch that little snatch all out til it's loose."
She arched her back, meeting his thrusts with her own, their bodies sliding together in a rhythm that was both brutal and beautiful. Her inner muscles clenched around him, milking his cock with each stroke, and he growled in pleasure, his grip on her hips tightening as he pounded into her. She could feel the wetness between her legs, the evidence of her arousal, and it seemed only to fuel his desire.
He leaned down, trying to capture a boob with his mouth, but their movements made it impossible. "Feed me a titty, girl!"
She moaned as his thick cock slid in and out of her, feeling herself beginning to lose control. She reached down between their bodies, gripping his cock, stroking it in time with his thrusts. The feel of him in her hands, so big and hard, made her even wetter. She leaned forward, offering her breast to him, and he growled in appreciation, sucking her nipple into his mouth as he continued to fuck her.
Their skin slid against each other, sweat glistening on their bodies as they moved together. She could feel the tension building inside of her, feel the tightening in her belly as she neared her release. She threw her head back, arching her spine as she cried out, her body shuddering with pleasure. Her inner muscles clenched around him, milking his cock as she came, her orgasm rolling through her in waves.
"I sure hope you are on the pill, babe. Cuz there is no way I am pulling out of this cunt. It is just too damn good."
His words sent another wave of pleasure coursing through her. She moaned, her body tensing as she felt him begin to thrust harder, faster. His cock seemed to grow impossibly larger inside her, stretching her further, filling her completely. She could feel the head of his cock brushing against something deep inside, and it sent a shiver of pleasure through her.
He growled, his hips bucking wildly as he came, thrusting powerfully into her. His seed spilled deep inside her, filling her up, claiming her. She felt a shudder of pleasure run through her body as she felt the last of his powerful thrusts. They collapsed together onto the bed, their sweat-slicked skin sticking together.
She lay there, panting heavily, trying to catch her breath as she basked in the afterglow of their passionate encounter. She collapsed on his chest, his cock still buried deep inside her, and she found herself wanting him to stay that way forever. She could feel the head of his cock begin to slip out of her, and she whimpered at the thought of losing the connection they'd just shared.
"Stay with me, Frank," she murmured, tracing circles on his chest with her finger. "Just for a minute."
He chuckled, his breath hot against her ear. "Oh, I'm not going anywhere, girl. Who could leave anything this good?"
She smiled, feeling his words more than hearing them as his cock began to twitch inside her, sending a ripple of pleasure through her body. He was right; she didn't want him to leave. She wanted to feel this as long as possible.
"Alright, Lily, I should be getting you to that truck stop I promised. Unless you feel like you should return to my trailer, get some rest, and head out tomorrow."
She smiled at him, her mind blown that she just let that happen. "I think I'm good. I just need to get there, and then...I don't know. I'm not sure what I'm going to do."
He nodded, pulling out of her slowly, letting his cock slide out with a wet, sticky pop. She felt the loss keenly but knew he was right. They needed to get her to the truck stop. He rolled off her, and she propped herself up on her elbow, looking at him. "Thank you, Frank. I...I don't even know what to say."
"Well, let me get you that gas money," he asked.
"Actually, I would feel better if you didn't. I will figure out the money. I don't plan on selling myself." she replied.
Frank's eyes warmed. "You don't have to, sweetheart. I'm just glad I could help." He reached over and brushed a lock of hair behind her ear, his fingers trailing lightly down her cheek. "You take care of yourself, Lily. And if you ever need anything...anything at all, call me," he said, giving her his number.
She nodded, feeling tears sting her eyes. "Thank you, Frank." She leaned in and kissed his cheek, still unable to understand how all this happened.
He grinned, his hand squeezing her shoulder gently. "Now, go get your ride. I'll make sure you're taken care of." He guided her to the door, opening it for her and letting in a cool breeze from the hallway. She took a deep breath, feeling slightly nervous about what would happen next. "You be safe, Lily," Frank said, his voice serious. "And remember, if you ever need anything..."

