I pulled into the motel parking lot about 11:30. As I searched the crowded lot for a parking spot somewhere near my room, I caught a glimpse of a couple hurrying into their room only a few doors down from mine.

The woman was pretty in a kind of “been married for awhile” kind of way. They looked road worn, as if they’d been traveling all day. The guy was attractive, raw, he was the reason I noticed them at all.

By the time I’d parked, they were gone.

I grabbed my bag from the backseat and started to walk towards my room. As I went to get the card key I remembered I’d left it in the console of my car, so I had to go back.

Walking back to my car I noticed the shades to the couple’s room weren’t drawn, and the man I’d just seen, was sitting in a chair facing away from the window. Just as I passed the woman stepped out of the bath in a quite sexy, white lace nightgown. Translucent enough I could see her nipples and a shadow of hair.

I couldn’t tell if her intent was to be sexy as she still looked a bit aloof, but the man definitely looked interested and he grabbed her around the waist, both hands on her ass and buried his face in her belly.

She pulled at his shoulders urging him to stand up. As he did, his erection was obvious and tented the front of his grey sweats. He reached around her again and they embraced as she nuzzled his neck and he pushed himself urgently into her.

I wanted to keep walking, I never thought of myself as a voyeur but I couldn’t move.

They separated and she reached down between them, flattening her hand and dragging it up along his length.

He jumped and involuntarily thrust his hips forward as her fingers grazed the tip and gave the head a little squeeze.

He grabbed at the waist of his sweats to pull them off as she pushed him back into the chair. He landed with his pants about mid thigh and his cock pointed up awkwardly into his tight white boxer briefs. I could clearly see the outline of the head of his dick and a small drop of precum at the tip.

She kneeled down and pulled his pants the rest of the way off, but left his underwear on, running both hands up the insides of his thighs she stared intently at his hardness straining to be let loose.

As her hands moved up his hips and to the waistband of his underwear, he lifted his hips to help her pull them off. His frustration clear as she her hands kept going and lightly stroked across his lower stomach.

She dipped her head to his lap and tickled the tip of his cock with the tip of her tongue as it twitched and pushed even tighter at the tight fabric. It looked like he was gloriously uncomfortable, anticipating the sensations his dick was about to experience.

Tilting her head sideways as she pulled her right hand under his cock to hold it up, she opened her mouth slightly and started sucking on his shaft just below the head.

He grabbed at the back of her head, growled, and pushed up into her face. She anticipated this and pulled back with his thrust, fully in control of how much stimulation he was getting.

I could see him groan in frustration as he tightened his grip on her head but the feeling was so good he didn’t push too hard. Instead he relaxed back into the chair and she followed, still focused on the hypersensitive area just below the head.

After a few moments she let go completely and stood up. Staring intently at the very hard dick pushing against the man’s briefs, she hooked her thumbs into her transparent white panties and began to shimmy them down her legs.

His eyes were glazed over with lust as the first glimpse of her trimmed pussy came into view. He involuntarily licked his lips at the same time he moved his hand to stroke himself. She slapped his hand away and squeezed lightly to satisfy his need for some stimulation.

She stepped out of her panties, widened her stance slightly and almost imperceptibly pushed her hips forward, showing herself to him. Stepping toward the chair she straddled his legs and lowered herself onto his lap. They both stared down at their joining.

She started to slide against him slowly as his hips again pushed up into her. His hands reached for his waistband and she brushed them away.

This time I heard him growl.

I couldn’t help but be turned on and incredibly wet. Watching this couple in a most intimate moment was beyond exciting and erotic.

She lowered her mouth to his. His desperation to have his dick free of the confines of his underwear obvious in his reaction to her kiss. It was as if he was begging her for release with his tongue.

He grabbed at her tits, alternately squeezing with both hands then just dragging a fingertip across her nipples. His brain finding it hard (pun intended) to focus.

Raising her hips, she looked down at his dick trying to push a hole into the front of his boxers and pulled at the waistband, finally freeing him. She pulled his underwear off never taking her eyes off his incredible erection. Her eyes full of lust as were mine as I became slightly jealous and wished I were giving the attention to this man’s cock.

She lowered herself to her knees and ran both hands up his thighs as she continued to watch along with me as his heart beat showed itself in the twitching of his dick. God I was so horny.

Leaning forward she stuck her tongue out and licked him from the base to the tip, running her tongue around his head and licking at the clear drop of precum. She opened her mouth and surrounded him with her lips sliding down onto him slowly as his hips pushed into her.

His whole body tensed. He wasn’t going to last long. She’d made him too sensitive. He was so hard...purple. He needed to cum.

I could see her cheeks move as she began to suck, and slide her tongue along his underneath. He was grabbing at the back of her head, pulling at her hair. His head thrown back and his mouth open.

He was ready.

She wanted him to cum. I could tell by the way she sucked at him, trying to draw it out. The final touch and tipping point was when she reached up with her hand to cup his balls.

He growled, thrust his hips into her face and I could see his cock start it’s initial spasm as he let go into her mouth.