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From: Rod OSteele <rdosteele@yahoo.com>
Subject: {ASSM} California Zephyr, 2 of 3 (Mf 1st) {Rod O'Steele}
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Date: Wed, 18 May 2005 18:10:03 -0400
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Pursuant to the Berne Convention, this work is copyright with all rights
reserved by the author unless explicitly waived.  Non-commercial re-posts
to ASSM or similar venues are allowed provided copyright information
remains on the re-posted story.  As a courtesy to the author please do not
delete the copyright information.  No commercial reprints are authorized.
The author relishes your comments at rdosteele (at) yahoo (dot) com.  If
you like this story, see my other stories at www.asstr-mirror.org/files/Authors/osteele/www. 
Thanks to my proof readers who make it look like I actually have mastered
English.  Any mistakes which remain are strictly my own stubborn fault. 
WARNINGS: Pay attention to the codes.  This story depicts consensual sexual
activity
between men and women, or women and women.  Some of the participants in

the story may be under the age of 18.  If you are too young to read about
sex please do not read this.





   California Zephyr



   Day 2





   I woke in the morning as soft light poured in the window.  I went about
my morning routine, getting dressed after making sure that Chloe was still
out.  Once dressed, I made a beeline for the coffee that the steward's had
ready in the morning.  Once I had some life giving caffeine flowing, I made
a clatter and woke Chloe.



   She lifted her head and mumbled.  I laughed and told her, "Why don't you
get dressed, and we can grab early breakfast." She mumbled something that
vaguely sounded like agreement so I headed off to give her some privacy and
wait for her to get ready.



   *****



   I knocked twenty minutes later and Chloe let me in.  Surprisingly for a
woman, she was ready.  I led off to the dining car.  During the night, we
had traveled the length of Nebraska, missing it entirely, and crossing into
Colorado.  There is a God.  I had heard the Conductor announcing Fort
Morgan as I got my coffee.  I looked at the schedule and realized we were
three or four hours behind schedule.  I smiled thinking this was one time I
really didn't mind being late since I was going to spend the time with
Chloe.



   The stewards didn't blink an eye when Chloe sat with me.  They took our
orders, she had French toast and I had the pancakes, as if she were
expected to be there.  I was going to have to remember to tip these guys
well.  Breakfast was actually pretty good.  Hell, I'd had worse breakfasts
at chain restaurants.  I was feeling good about the world.  Amazing how a
nice meal makes everything right.



   After breakfast, we headed up to the observation car.  We settled into
`our' seats and started gabbing.  I found out she was a card player and
headed off to get my traveling cribbage board.  It had places for two decks
of cards, poker chips and of course, the board.



   I came back and sat down.  Chloe's eyes lit up when she saw the cards.
It turned out her parents, aunts, uncles, and cousins were big time card
players.  Growing up, cards had always been times of great fun and good
memories.  I also found out, the hard way, her family had made her a
cut-throat player.



   We started out playing gin.  I wasn't paying all that much attention,
spending part of the time watching the scenery.  She wasn't.  I lost the
first five hands in a row.  That got my attention.  We switched to cribbage
and she beat me more times than I beat her.  Now, you need to know I'm a
competitive player.  I was getting a little perturbed getting my butt
kicked by this young woman.  So I suggested we switch to poker, knowing
skill plays a much bigger part in the outcome of the games.



   Chloe said, "Sure," then asked me, "Strip poker?"



   I looked up surprised, then realized she was teasing me.  "No thanks. 
I've already won that last night."



   She slapped me on the arm and laughed, "You escaped this time.  I'm
going to get even one way or the other."



   "We'll see."



   *****



   The train rolled into Denver right before lunch.  We were scheduled for
a half-hour stop, but the conductor came on and informed us the stop would
be one hour in Denver.  I asked the steward and he said that they had to do
some routine brake and wheel checks, and that it would take about that
long.



   I turned to Chloe, "Let's go get some non-train food."



   Chloe smiled, then stopped.  "Oh, I don't think I can."



   "Yes, you can.  My treat."



   She started to argue.  I just shook my head.  Once again her face lit up
in a smile, "Okay."



   "Let's go," I said leading her down to the doors.  We were the first
people off the train.  I saw two trackmen under the car whacking the wheels
with an iron bar and prying at the brakes.  I guess if it doesn't fall off
when they whack it, it is okay.



   There was a grill right outside the station.  We hurried over and
ordered lunch, telling the waitress we needed to catch a train.  She
smiled; I'm sure having heard the same a million times.  Chloe and I both
ordered the hamburgers.  A regular old hamburger sounded great.



   The waitress brought the burgers in no time and Chloe and I soon had the
juice from the burgers running down our arms.  She was laughing at me and
me at her.  When we both finished I threw some money on the table and we
headed back to the station.



   I checked the board and the California Zephyr was scheduled to leave in
14 minutes.  Chloe took the minutes to stroll into the guest shop in the
station.  She carefully spent a bit of her cash on some junk food.  I
grabbed her arm and hurried her back out to track 5 and we boarded minutes
before the train pulled out.



   "C'mon.  We want to get good seats for this part of the trip." She
followed me up to the observation car where we got two swivel seats
together.



   She was holding the bag with all of her goodies and asked, "Can I put
these in the room?"



   "Sure.  Just leave something on the chair." She set her bag on the seat
and started back to my room.  "Chloe," I said.  She turned and I told her,
"Pick up the cards while you're there."



   Her eyes lit up and a devilish smile crossed her face, "No problem."



   I watched her leave the car, her ass molded by the tight jeans she was
wearing.  I was smiling thinking what a lovely woman she was.  I couldn't
help the other thoughts brought about by those tight jeans.  I saw several
heads turn as she went by.  I was daydreaming, thinking about holding that
ass in my hands, watching Denver go by when she returned.  She plopped into
her seat and pulled out the cards.



   "What'll it be?" she asked.



   "Your choice," I told her.



   We played cards for a while until the train started its long climb into
the Rockies.  At first it was a gentle rise over low foothills.  But soons
we were in the mountains themselves, up in the pines and aspens.  We both
were watching as much as we were playing.  The conductor came on and
announced that we were about to enter the Moffat Tunnel, 6.2 miles long and
9,239 feet above sea level.



   I was trying to see forward to get a glimpse of the tunnel when a wall
went by and we were plunged into the dark.  That fast we were in the
tunnel. Unfortunately, there is absolutely nothing to see so Chloe dealt a
hand for us.  We played it and the next and the next.  I looked at my
watch. We had been in this tunnel over ten minutes already.  I thought
about how difficult it must have been to drill this tunnel through solid
granite for 6 miles and have it come out where they wanted.  I was picking
up the next hand when, in a flash, the light returned.  We were on the
other side and in the Rockies proper.



   There was a sheen of snow covering the mountains.  It was a winter
paradise.  A deep canyon extended down to the right of the train and
opposite a soaring line of mountains with steep granite faces and pine
trees scrambling up the rocky faces.  Chloe and I stared, caught by the
beauty of the scene.  I tried to imagine the difficulty of building the
railroad through these mountains so that Chloe and I could ride in comfort.




   We pulled into Winter Park a while later.  A whole lot of people
gathered skis and jumped off the train.  I thought, 'That's a perfect way
to ski.  Jump on the train in Denver.  Jump off at the ski resort.  No
driving through ice.  No driving at all.'



   After Winter Park the train entered the Colorado River valley, which we
would follow all the way to Grand Junction.  The river was mostly frozen
except for brief patches where the river had broken up the ice.  Being a
California boy, this was like something from the movies; ice floes carried
along the river, snow piled along the river banks.  The river valley
changed constantly, from steep canyons to broader farmed valleys and back
again.  We saw eagles, beavers, coyotes, and even an elk herd along the
river.  Once, Chloe grabbed my arm and pointed out an osprey swooping into
the river to grab a fish and carry it away.  Her hand on my arm overwhelmed
any other sensations I was feeling.  I berated myself; she's a high school
girl you old fart.  But I couldn't stop the thoughts surging through my
head.



   Later in the afternoon we had been playing cards for a while.  We set
them aside and watched the canyon and the river.  Chloe leaned towards me
and rested her head on my shoulder.  Without thinking I kissed the top of
her head.  Her head jerked up and she looked into my eyes, a broad smile
crossed her face and she put her head back on my shoulder.  Her hand found
mine and clasped it as we sat.  Once again I was in turmoil imagining Chloe
and me together.  The counter arguments were so much quieter this time.  In
my head, I was holding her in my arms, her naked body pressed against mine.
I felt so close to her, her hand in mine, her head on my shoulder.  I could
have stayed there forever.



   *****



   The train was in a narrow steep-walled canyon, the wheels screeching as
they navigated the tight turns.  We had dropped in elevation and the river
ran clear of ice.  There was still plenty of snow.  As we rounded another
tight turn, the opposite bank of the river widened into a shallow beach. 
There was a herd of Elk pawing the thin snow and eating.  I pointed them
out to Chloe.  We were both enthralled by the majesty of these animals. 
The train continued on around the turn and the elk disappeared.  Not long
after, the Conductor announced Glenwood Springs.  On the opposite side of
the river there were ski runs climbing up the sides of the mountains.  This
was also the stop for Aspen.  But instead of skiers getting off, this time
the skiers were pouring onto the train, probably ending a day of skiing.



   After Glenwood, night quickly fell in the steep canyon.  Chloe had
fallen asleep next to me, her head resting on my shoulder.  She was out
when dinner was announced.  I woke her gently and we headed off to dinner.
Chloe had the chicken again and I decided to try the roast pork.  I ordered
a bottle of Chardonnay which we shared.  The stewards were quite purposely
oblivious of our sharing I had noted, so I didn't even pretend we weren't.
Tonight, Chloe had two small glasses of wine.  I watched her carefully. 
She was upbeat and talkative, but seemed lucid, so I didn't make an issue
of the two glasses.



   It was dark by the time we finished dinner.  We headed back up to the
observation car for some cards.  It was my lucky night.  She couldn't beat
me at anything.  I could tell she was getting a little frustrated. 
Finally, she crossed her arms across her chest and sat back in her seat. 
"I can't win anything."



   "You ran into a buzz saw tonight," I admitted.



   She turned and looked out the window, silent for a minute.  "Mike?"



   "Um?" I answered.



   Chloe leaned over and whispered, "Would it be alright if we had a little
more wine?"



   I thought for a second.  She still seemed lucid and wine, as the
Europeans say, is food.  I couldn't really think why not.  "Sure.  I'll go
get us something."



   A bright smile lit up her face.  I went forward to the lounge car and
picked up a half bottle of the Chardonnay along with an elegant plastic
cup. I poured the wine into the cup and headed back to the car.  I set the
cup between us, caught her eye, and glanced around the car noting that
others were there.  She nodded.



   We talked about the Colorado River canyon and the sights we had seen as
we sipped the wine.  Chloe would glance my way and smile a devilish smile
as she took her turn.  She was having fun, being bad.



   Lights started appearing on the dark plain stretching out to the horizon
as we approached Grand Junction.  The train was back out on the flats and
tore along.  I was feeling quite tired even though it was early by the
clock.  Traveling, even though most of it was sitting watching the world go
by, turns out to be tiring.  We entered Grand Junction.  I was expecting
something more.  I was expecting a Western town, maybe horses and saloons.
Of course, it looked like any other American city.  As we pulled out of the
station, I told Chloe I was off to bed.  She yawned and said she was
joining me.



   In the room I told her, "You can have the first shower."



   She had climbed into the top bunk.  She looked over the edge.  "No.  You
first."



   I waited for her to turn away but she continued looking at me.  "Um, you
should avert your eyes."



   "Chicken."



   "We already settled that," I said.  She made a humph sound and rolled
back on her bunk.  I quickly stripped, wrapped myself in a towel, and went
into the shower/commode.  As I closed the door I could see her head turn
and look.  I wagged my finger at her as I closed the door.



   I dried as well as I could in the tight confines of the shower and
wrapped myself in the towel before I opened the door.  I looked up and
could see Chloe's head turning as she heard the snick of the lock.  She
looked disappointed and I could imagine about what.  But I knew too well
that if I started down that path of teasing her, I might not be able to
stop.  Drop my towel and I'd want hers to drop as well.  Nude, I'd want to
touch.  Touch, and I'd want to kiss.  No, I needed to stop before I started
for I was quite certain I wouldn't be able to stop after I had started.



   I climbed into my bunk.  "Your turn," I said turning my head to the
wall. I heard her drop from the bunk.  I didn't hear her getting undressed
before the shower door opened and she entered.  The water came on
immediately.  My active imagination quickly discerned she had to be nude
when she jumped down which meant she would be nude when she came out.  I
was so tempted to turn on my other side so I would be looking towards the
shower when she emerged.



   "I'm done," Chloe called from the shower.  "Could you turn out the
lights?"



   "Sure," I said.  I rolled over and turned out the lights just as the
door to the shower opened.  Chloe came out and paused.  My eyes quickly
adjusted to the soft light entering from the bright moon outside the
window. Chloe was carrying her towel draped over her arm.  She was
gloriously beautiful in the shaded light of the room.  She laid her towel
by the sink and climbed into her bunk.  I was a little stunned by the
vision of her.  I let my head fall back against the pillow, my body
energized by what had just transpired.  I didn't think Chloe had done it on
purpose, but seeing her had been terribly erotic.



   "Mike?"



   "Yes, Chloe?' I answered.



   "I'm trying nude sleeping tonight," she said.



   "Yes, I know," I said.



   "So you looked again," she said.



   "Couldn't help it.  You came out just as I was turning out the light," I
justified, ignoring the pause as I waited for my eyes to adjust to the
darkness.



   "I've never seen a man naked," she said.



   "What?  Come on.  You've got to have seen pictures," I said.



   "Pictures don't count.  I've never seen a real man." Chloe had put her
head over the bunk above me, looking down.  I knew it was much too dark for
her to see anything in my bed.  But perhaps she was trying.



   "What about your dad?  Every kid sees their parents at some time," I
said.



   "He's my step-dad and he's real careful.  I know Mom gives him hell
about being `decent' around me.  "I've seen my brother but he's only nine
and that doesn't count.  It's not the same." She paused and I had no idea
what to say.



   Chloe picked up again, "Mike, how come in museums and stuff the men's
thing is always so small.  One of my friends brought a magazine to school
and the guys were all so big."



   "Thing," I said.



   "You know, his thing," she said.



   "His thing.  You mean his fingers?"



   Flustered she said, "No.  His cock."



   I smiled but kept it out of my voice.  "Oh, his cock.  You know about
erections?"



   "Kind of," she said.  "Does it really change that much?"



   "It depends.  Every man is different.  Some guys are really small when
they are soft and get big when erect.  Some guys are big and get average
sized.  Some guys are big and get really big.  You can't tell much until
the guy is erect.  Plus, all men vary all of the time.  Like when a guy is
cold it gets small.  When he gets excited it gets erect."



   "You mean excited like thinking about a woman?" she asked.



   "Yes, sexually excited.  Men don't get erections from watching a
football game," I told her.



   I heard her giggle.  "And all this time I though they did." There was a
pause before she asked, "Mike, what gets you excited?"



   Without thinking, I answered, "Well, talking to you like this does."



   "Really?" she asked.



   "Oh yes," I answered.  My cock was about iron bar strength right now and
pulsing savagely.



   "Mike, please.  I'd really like to see it."



   I saw her lean further out.  I needed to make a decision and it wasn't
just about Chloe looking at me.  "Can I see you?"



   "Well, you already did," she said.



   "Can I see you again?" I asked



   A pause, "Yes," she answered.



   "Come on down," I said.



   Chloe hopped down from her bunk.  I scooted over giving her room on my
bed.  She lay down next to me as I turned on the small light above my bed.
It was enough light to see without being garish.  Her eyes traveled down
until they latched onto my rampant cock.



   "It looks big," she said.



   "You made it that way," I answered.  Chloe looked up at me wide eyed. 
"Sweetie, you are so sexy and beautiful.  Just being with you makes me this
way." Chloe smiled.  In the heat of passion, I made a decision that would
change both our lives.  "Would you like to touch it?" She nodded.  "Go
ahead.  I'd like it too."



   Her hand stretched out and her finger grazed the head of my cock. 
Nervously, she put her fingers around the shaft.  "Go ahead," I told her.
"It likes you." That made her laugh.  Her hand started sliding up and down
my cock.  "Chloe, can I touch you and make you feel good the way you are
making me feel good?"



   "Does this make you feel good?' she asked.



   "Oh yes," I said.  Still touching my cock, Chloe looked up at me and
nodded.  I leant down and kissed her sweet mouth for the first time.  Our
lips touched, lightly at first.  Then I pressed and she responded.  Our
lips parted and I invaded her body for the first time, a portent of the
more intimate invasion to come.  Our tongues danced.  She wasn't a novice
kisser.  I touched her breast, fondling it and playing with her hard
nipple. She pressed against my hand.  I wondered how experienced little
Chloe was.  She had said she had never seen an erect cock but she certainly
wasn't a complete neophyte.



   I broke the kiss and said, "You've done this before."



   "So have you," she said.  I laughed.  "I've had a couple boy friends,
but I've never gone farther than taking off my top."



   "So this is new?" I asked.



   "You mean being naked in bed with a man.  Yeah," she said.



   "I like being naked in bed with you.  I want you to feel better than you
ever have before," I said.  I kissed her again before lowering my head to
kiss and suck at her beautiful tits.  Her nipples grew hard and longer as I
sucked and licked them.  I let my hand drift lower across her belly.  I
could feel the muscles quiver as my hand grazed her taut belly until I came
to her forest of Venus.  My fingers gently slid between her legs which
parted to allow them entry.  I played with her labia, stroking and
caressing them, before lightly squeezing them together over her clitoris.
Chloe moaned as I massaged her clitoris between her labia.



   My hand dove between her lips to find her hot and wet, the finger
sliding between her lips spreading her wetness over her pussy as my hand
massaged her, the heel pressing against her button.  She closed her eyes,
engulfed by the sensations generated in her loins.



   The bunk was cramped and I had to lie half out of it as I moved lower,
spreading her thighs.  Chloe watched intently as I brought my face to her
pussy.  I smiled.



   "Are you going to lick me?" she asked.



   "Would you like me too?"



   "Uh huh," she said.



   "Why?" I asked her.



   "I heard it feels really good," she said.



   I had teased her long enough.  "It does," I told her as I extended my
tongue, put it low in her pussy, and licked up its length.  Chloe gasped
when my tongue teased over her clitoris.  My tongue rolled around her
pussy, licking from top to bottom and side to side.  I could smell her
arousal, that glorious aroma of woman worked its way into my mind.  It
drove me on.  I sucked on Chloe's pussy, chewing on her clitoris with my
lips.  Her hips hunched up from the intense pleasure surging through her
body.  Chloe quickly hit her peak, moaning and grasping at the sheets as
her cum poured out of her pussy and drenched my face.



   I looked up and smiled.  She was breathing hard and her face was full of
that look, the look of a woman who has really been satisfied.  I got into
the bed and between her legs, lining up my cock with her pussy.  I rubbed
it around in her copious juices and seated it in her opening.  Chloe opened
her eyes.  "Are you going to do it?" she asked.



   "Do you want me to?" I asked.



   "Yes," she said.



   "Then I think I will," I told her.  On the `think' I pushed before she
could tense up.  My cock slid into her, spreading her pussy.  She was very
tight.



   "Oh God," Chloe moaned.  "It's so big."



   `Always nice to hear that,' I thought.  I began small back and forth
moves with my hips, pushing just a little more on each down stroke.  My
cock slowly inched into her tight pussy.  It was excruciating pleasure. 
Chloe moaned when my cock sank in all of the way, my hips grinding into
hers.



   I watched her face, full of concentration on these new pleasures in her
body.  She was ready and I started fucking her, slowly at first, with long
controlled strokes, then slowly speeding up as we both approached climax,
until we were banging harder and faster.  Chloe moaned then screamed as she
hit her climax, her tight pussy pulsing around my cock.  I couldn't hold
off, every vibration in her pussy transmitted straight to my balls which
exploded, sending great gouts of cum surging into her spasming pussy.  I
came and came filling her to the brim and beyond.  My cock was making
slurping sounds as I plunged into her again and again until I was drained.



   Afterwards, Chloe and I snuggled in the tight confines of the bed.  She
looked even lovelier with her freshly fucked glow.  "You look beautiful," I
said.  She gave me a slow-eyed smile.  "I guess I'm just lucky you chose an
old guy instead of some young stud.  I'm sure you could have had any man on
the train."



   Chloe hesitated and her face clouded up.  I had hit something and I had
no idea what it could be.  "Chloe, we just shared the most intimate thing
that two people can share.  Please trust me.  What is it about what I just
said?"



   "I never did tell you why I'm on the train," she said.



   "I know.  I've wondered, but it wasn't my business," I said.



   She nodded.  "I guess after taking you to bed I can tell you my dark
secrets." I smiled, what kind of dark secrets can a young girl like her
really have?  "Like I said, I'm going home.  But I didn't tell you I've
been living with my aunt and uncle for eight months.  One night I was
getting out of my bath and my step-dad walked in, I think by accident.  He
just stood there staring at me naked.  I was scared by the look on his face
so I froze.  He just kept staring.  Finally, I reached for a towel and he
lunged at me, grabbed my arms, pulled me to him, and tried to kiss me. 
Like I said, I was scared so I screamed.  Well, that brought my mom.  She
looked in the door and saw him holding me and me trying to get away.  I
guess you can imagine the-you-know-what hit the fan."



   I smiled at her euphemism.  "I can guess it splattered all over your
step-dad."



   "Yeah, it did.  Mom yelled at him non-stop for like four hours.  He just
sat slumped in a chair in the den as mom called him a pervert and all sorts
of stuff.  Mom made him go to a counselor and sent me to live with Uncle
Jeff." Chloe paused.



   "So, you're going home now, right?" I asked.



   "Yeah.  He's supposed to be better now and Mom said I could come home.
But it's going to be creepy."



   "But Chloe, if anything, I'd have thought your experience would have
turned you off older men.  Why me?" I asked.



   "See, it's kind of weird.  I dreamed a lot about that night.  And lots
of times in my dream, I didn't scream, and mom didn't run in, and..." she
paused looking away.



   "You had fantasies about your step-dad," I finished for her.



   "Isn't that just creepy?" she asked.



   "No, I think it's very normal.  Many of us have fantasies about things
we'd never want to happen in real life.  I had a girlfriend once who had a
rape fantasy.  She made me dress up all in black, with a mask and
everything.  I had to `break in,' through an unlocked door, and overpower
her in the bedroom.  She really fought me.  It was actually a little
strange, but she also had an amazing climax.  But, she never would have
wanted it to happen from a stranger, a real rape.  It had to be controlled,
a fantasy.  Truth is my dear; all of us fantasize about illicit relations.
I bet you dreamed about your Uncle too?" Her eyes got wide as if I were a
mind reader.  "I'm no mind reader; it's just that all of us have those
kinds of fantasies.  Most people just don't admit it.  So, let me guess,
I'm a stand-in for those older guys in your dreams?"



   "Well, I did kind of think that if I satisfied that itch, maybe nothing
weird would happen with my step-dad.  Do you mind?" she asked.



   "Mind?  Chloe, you are so lovely and sexy I wouldn't have missed this
night for the world.  Hell, I'm going to write your step-dad a thank you
note," I said.



   "You wouldn't?" she nearly screamed.



   I laughed, "Of course not.  Just an expression.  So, you wanted to try
an older guy.  How was it?  Did I scratch that itch?"



   "Yeah."



   "I'm glad.  If you're ever feeling itchy again, give me a call," I said.



   Chloe giggled.  "Okay.  I will." She yawned.



   I was pretty spent myself.  "I'll turn out the light and we can get some
sleep," I said.



   "I never slept with a man before," she said.



   I turned off the light.  "It's a night of firsts." I kissed her gently.
"Good night."



   She snuggled against me, "Good night."















   If you'd like to see other stories try www.asstr-mirror.org/files/Authors/osteele/www I'd love
to hear what you thought of this story.  rdosteele (at) yahoo (dot) com

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about security.  So do we.

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