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Subject: {ASSM} The Empty Flight <*> {Leo and Beth} (Fsolo MF FF MFF oral anal exhib)
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Author: Leo and Beth
Title: The Empty Flight
Keywords: Fsolo MF FF MFF oral anal exhib

This is a work of erotic fiction.  Any similarities 
between this and actual events or people is purely 
coincidental.  The events portrayed in this story take
place in a perfect world where STDs, unwanted
pregnancies, and so forth do not exist.


If you are offended by erotica, or if this is illegal
because of where you live or your age, for crap's sake,
stop now.  If not, it's not our fault, you have been
warned!

*******************************************************

The Empty Flight
(OR--ON THE SUBJECT OF OLDER COUPLES, YOUNG FLIGHT 
ATTENDANTS, AND ITALIAN FILMS)

By Leo of Leo and Beth (leo_and_beth(AT)linuxmail.org)
Copyright 2006 All Rights Reserved.

The flight was empty; practically deserted.  Who knows 
the reason, the inclement weather at the destination, 
the time of year, the fact that it took off at 11:30 
pm.  There were perhaps twenty people on board, and 
right before the door closed, most of the people moved 
from their assigned seats to ones closer to the front 
of the plane.  The couple, however, moved to the 
second to the last row.  She wanted to sit in the very 
back, but he reminded her that the seats in the very 
back row did not recline.  They stowed their large 
rolling carry on in the bin above their seats, the 
only other item in it obviously belonged to one of the 
flight attendants.  The rest of their bags went under 
the seats in front of them.  When the door closed and 
the plane was pushed back from the gate, the nearest 
people to them were sitting in the exit rows over the 
wings, for the leg room, and everyone else was sitting 
farther up, for the quiet.

There were the normal three flight attendants on board, 
despite the lack of passengers.  The couple surveyed 
the plane in front of them during the mandatory safety 
briefing.  The older plane lacked any video screens, 
so the attendants had to do their ages old, clich,d 
demonstration of how to buckle a seat belt, and so 
forth.  The voice over the PA was that of a middle 
aged man, and the attendant standing at the very front 
of the plane was a somewhat overweight woman in her 
late forties.  The attendant standing just in front of 
the middle exit rows looked to be much younger, short, 
not thin but not fat, with shoulder length blonde hair, 
though her details where difficult to make out with 
the distance from the back of the plane to where she 
stood pretending to put on an oxygen mask.  The 
attendant on PA duty finished his safety speech, and 
thanked the passengers for choosing this particular 
airline, named the Pilot and Copilot, then introduced 
the cabin staff as "Bill, Cathy, and Anne," though he 
did not say who was who for the women.

The plane taxied quickly to the runway, since there 
were few other planes operating at this time of night, 
and the Pilot came over the PA, saying they were 
cleared for take off, and the flight attendants should 
take their seats.

He thought to himself that at one time they were 
"stewardesses."  And "stewards" for the rare male who 
ventured into profession.  As he mulled over how PC 
the world had become, the younger attendant went by on 
her way to her seat in the back of the plane.  As she 
strolled by, he tried to get a better judge of her.  
She wasn't much more than five feet tall, and seemed 
to be trim, but not thin, with hardly any bust at all.  
Her body shape was hard to discern through the knee 
length skirt, loose white blouse, and dark vest that 
she wore, plus just as she was about to pass their row, 
the lights in the cabin were dimmed.

"She dyes her hair."

He turned to his companion, sitting in the window seat, 
to the right of his middle seat.  "Huh?"

"I saw you checking her out.  She's cute.  Did you 
notice her name?"

"I didn't see a name tag" he admitted.

"She's wearing one, on the boob closest to you," she 
chided him.

He looked to her sheepishly.  "I was too busy trying 
to see if she had any."

She gave him a dark look.

"That was a joke dear.  Besides, you noticed that she 
dyes her hair."

"Point taken.  Her eyebrows looked a lot darker than 
her hair.  But she is cute." She admitted as she 
leaned over to kiss him.

They settled into their seats as the noise from the 
engines roared in an attempt to drown out any other 
sounds in the plane.  As their ears became used to (or 
numbed to) the sound of the jets, the plane rattled 
down the runway.  The rain that had been falling on 
the window started to migrate back with the wind.  
Their seats slowly dropped down as the plane rotated 
off the tarmac, and rattling was replaced by the 
subdued sounds of the wheels folding into the belly of 
the plane.  A few moments later one wing dipped 
sharply, and the tone of the engines dropped abruptly.  
She looked at him with hint of a questioning look.

"Probably a noise abatement thing."  He said to 
reassure her.

They sat in companionable silence as the plane climbed 
into the night, holding hands, their fingers 
intertwined.  The rain was replaced by clouds that 
reflected the light of the plane's strobes back into 
the cabin, and blocked out the lights of the ground 
below.  After several drawn out minutes, the 'FASTEN 
SEATBELTS' sign blinked off, then back on quickly.  He 
reclined his seat back, and did his best to stretch 
his legs in front of him.

"Is it okay to put your seat back?" she asked him.

He answered her quickly "Yes, that's what the flashing 
sign and ding-ding signals.  You can also get 
electronics out."

"Then why don't you start the movie."

"Let's wait until they're done serving drinks.  We 
don't want to be interrupted." He smiled at her.

She reclined her seat, and pulled the armrest between 
them out of the way before settling against her 
shoulder.  Her hand found its way to his groin, and 
gave him a gentle squeeze though his jeans, before 
moving and resting on his thigh.  "No, being 
interrupted would be bad."

The cabin crew was up and about again, preparing to 
serve drinks and snacks.  'Bill' got on the PA again, 
and informed the sparse plane that drinks would now be 
served, sodas free but beer and booze would cost.  
They also had these little snack packs for an 
outrageous price, and exact change would be nice.  
They could see the older female attendant getting the 
drink cart ready up front.

They were startled by the younger attendant behind 
them.

"Since there's so many people back here," she said 
lightly, smiling at them.  "I'll just leave the cart 
back here, and take your drink orders.  What would you 
like?"

They both ordered sodas as the woman noticed the 
attendant's eyes wandering.  It was hard to tell what 
she was looking at.  It could be her hand on her 
companion's inner thigh, just below where his balls 
should be.  It could be the slight bulge where is 
semi-erect member sat (he would say it was the seat 
belt if asked).  It could even be the view of her 
cleavage down the front of her scoop necked t-shirt.  
While the attendant lingered as they ordered, they 
both sized her up in the dim light.  Her skin was 
darker than her hair color would indicate.  She had 
almost a middle-eastern look, maybe Native American, 
or even a mix.  She was pretty and cute, but not what 
one would call beautiful, at least not in a magazine 
sort of way.  Her hair was held back by small metal 
barrettes, but hung loose in the back.  Her eyebrows 
were indeed much darker than her dyed blonde hair, and 
her eyes were also dark.  Neither of them paid 
attention to her name tag.

The attendant nodded after they had made up their 
minds, and turned back to the rear galley.  As she 
fixed their drinks, she softly chided him "You were 
checking her out."

"Not as much as you were."

"Well, yeah" was all she replied.  Then, "How do you 
know?  You were too busy looking at her."

He gripped her buttocks though her coveralls.  "Lucky 
guess.  I think she was checking you out."

Her hand moved back to his semi-erection.  "No, she 
was checking this out" she said as she squeezed it.

"How do you know she's not into women and was staring 
through your cleavage to your belly button?"

She gave him another squeeze.   "She doesn't seem the 
type."

The attendant returned with their drinks.  He put the 
tray down in front of the aisle seat to set the drinks 
down on.

The top buttons of her blouse were undone, and the 
material had bunched up from inside her vest, opening 
the two sides and giving a glimpse of the dark skin of 
her chest as she bent over to hand him their drinks.  
The light glinted off a silver chain that held a small 
pendant dangling in front of the view.  He took both 
their drinks, since his companion didn't remove her 
hand from his groin.  Her attention to his dick 
through his pants had brought him from semi to fully 
erect, and the outline was clearly visible beneath her 
hand as she gripped and squeezed him.  She saw the 
attendant's eye catch and linger on her hand, while 
she felt his dick visibly twitch as she squeezed him 
and noticed his gaze on the attendant's chest.  As the 
attendant slowly lifted her eyes, the two women made 
eye contact.  She knew the attendant had seen her 
massaging her man's throbbing erection through his 
jeans while he stared down the attendant's shirt.  And 
the attendant knew she had been caught.  The light was 
just enough to show the red blush of her cheeks and 
neck as she quickly stood up.

"Is there anything else I can get you?" The 
attendant's voice cracked a little as she asked.

"No, we're good." He replied, squeezing his 
companion's ass again though her clothes.

"Okay then."  The attendant lingered a moment longer 
than she should have, seeming to drink in the sight 
before her, then turned and walked toward the front of 
the plane.  As they listened to the attendant asking 
the people in the exit row what they wanted, the woman 
looked up at him.

"So... did you like what she showed you?"  She asked.

He looked at her for a couple of moments before he 
replied.  "Yes, and you seemed to like showing me off 
to her."

"Yeah, that was kind of hot, seeing her stare like 
that."  She sighed as she rubbed the fabric of his 
clothes along the length of his shaft.  "You know the 
reason I sat back here is so we could have some fun."  
She stopped quickly as the attendant passed on her way 
back to the galley.  They both noticed the attendant's 
eyes catch her hand on his crotch again, then look up 
quickly as she blushed deeper this time.

She leaned up to whisper in his ear.  "I think she 
likes it too."  She ended by kissing his earlobe 
gently.  She liked how his dick jumped as she did.

He took a deep breath, then leaned down to whisper in 
her ear.  "I don't think she would admit it though.  
And I think you like it more."  He started to sit up.

She gave his erection one last squeeze as she got out 
of his way.  "Maybe not as much as you do."  Just as 
she said that, the attendant was walking by, and 
stumbled a bit, perhaps as if she had heard.  He 
looked at her with a steady gaze, and she gave him a 
look of the cat that had eaten the canary.  He took a 
sip of his drink, and then handed hers to her.  He 
then moved to the aisle seat and pulled his bag out 
from under the seat in front.  After reclining the 
aisle seat, so all the seats were even, he pulled his 
laptop out of the bag.

"Do you think anyone'll mind if we don't use 
headphones?"  He asked as he set the computer up and 
got out the DVD from the bag.  When she shook her head 
no, he settled down in the aisle seat, and started the 
movie, and motioned for her to lean against his 
shoulder.

The attendant had already returned to the galley, and 
then gotten out a magazine and sat in the final row.  
 From her vantage point in the seat diagonally opposite 
the one he was in, she could see the screen plainly, 
and hear it as well, though for the most part, she 
didn't pay much attention to the movie.  It was a 
foreign film with subtitles, so it was difficult for 
the attendant to read the words from her distance.

The film was an independent Italian movie, very much a 
chick flick.  But being a European film, it had a 
penchant for sex scenes that were both more and less 
revealing than American films.  They sat and watched 
the film, and about 30 minutes into it, it had its 
first sex scene, set in a bedroom.  The filmmaker had 
taken his time, and the scene was very drawn out.  Her 
hand returned to his clothed dick, quickly squeezing 
it and rubbing it to full hardness.  In return, he 
undid the three buttons on the side of her coveralls 
nearest him, and slid his hand underneath them, then 
underneath her shirt, resting his hand at the small of 
her back.  As she stroked him, his hand moved until 
his finger was between her ass cheeks, pressing her 
skin just above her asshole, teasing her.

As the scene wound to a close, they didn't notice the 
attendant take a much higher interest in the film.  
Even though it was subtitled, the sounds people make 
during sex are universal, and she couldn't help but 
watch.  After the scene was over, the attendant 
decided that she was interested in the film, and 
cleared her throat as she stood up.

"Do you mind if I watch this with you?" the attendant 
asked as she sat in the aisle seat across from his.  
They noticed her eyes drop to his groin, and to his 
hand disappearing down the back of his companion's 
coveralls.  She had left her magazine behind, and had 
taken off her vest, which included her name tag.  She 
sat in the seat facing forward, and then turned toward 
them after fastening her seat belt.  As she turned, 
her still partially open blouse pulled open enough to 
give a view of the slight swell of her smallish breast.

As he looked down at his companion, the attendant 
quickly added "I can't read the subtitles from back 
there, and it looks kinda interesting."

The older woman looked up at him and shrugged, then 
nodded her head just a bit.  He turned to the 
attendant.  "Sure you can watch," he said as he turned 
the screen so all three of them would have a good view.

As the movie progressed, they sat in relative silence.  
She did not move her hand from his member, but did 
slide his jeans up and down its length.  He kept his 
hand down her backside.  They mostly paid attention to 
the movie, but the couple and the attendant would 
steal glances at each other at regular intervals.  The 
couple would glance at her open blouse and smooth skin 
it showed occasionally (he more than she), but more 
often would catch her gaze where it had wandered to 
them.  She caught the attendant look as he shifted 
himself and her, so he could reach his hand farther 
into her clothes.  She held his massive erection and 
the attendant's gaze as she felt his fingers slip 
under panties, past her asshole, and tease the lips of 
her smooth, hairless labia.  He found a good deal of 
moisture there.

The movie progressed along its way as the tension 
built between the couple and the attendant.  There 
were several 'steamy' encounters in the film, but it 
was a while before the next real sex scene started up.  
As the couple on screen started their tryst in the 
rain, the attendant broke the silence.

"Have you ever done that?" the attendant asked the 
couple.

"Done what?" the woman replied, her voice a little 
huskier that it normally was.

"Had sex in the rain?"

"No," was the woman's reply as she very slightly 
squirmed her pussy against his fingers.  She didn't 
radiate any interest in talking.  Truthfully, she 
wanted the attendant to leave, so she could swallow 
the manhood under her hand, but she was having fun in 
teasing the younger woman.

"Oh."  The attendant turned back to the screen.  She 
sat for few more moments, seeming to have difficulty 
with the display in front of her.

After a moment she composed herself.  "I have," she 
announced to the couple.

They both looked at her.  "Really," the woman remarked, 
a bit more interested.

The attendant seemed to decide that she could confide 
in the couple, and continued.  "It wasn't what 
everyone makes it out to be.  It was mostly cold.  And 
over too fast."  After a moment she added "but sex 
with my ex was over too fast most of the time."

The woman replied "then maybe it was his fault."

"And not the rain's," he added.

"Maybe," the attendant replied.  She reclined the seat 
she was in, and sighed as she settled more into it, 
pulling her outside leg up and across, tucking it 
under her opposite knee.  As she did, her skirt rose 
up, and gave the couple a view of her smooth, rich 
calf, and her bare knees.  She saw them looking at her, 
and looked down as she blushed, but didn't adjust her 
skirt.

With an unspoken agreement, the three went back to 
watching the film.  The sex scene was not yet finished.  
The on-screen couple had moved out of the rain to a 
porch, and he was sitting in a lounge chair.  She was 
straddling him, facing him, and the camera was placed 
so that the arm of the chair hid their hips.  But she 
was really going at it, her bare, perky tits bouncing 
around as she rode her costar.  After the scene ended, 
and movie progressed a few more minutes, the attendant 
took a deep breath and spoke again.

"Do you two always get movies like this?" she asked.

"Not all the time," he replied.  He discreetly sank a 
finger to the first knuckle up his companion's pussy 
as he continued.  "We got this because it was 
something we both could watch, and it looked 
interesting."  The woman in his lap squirmed as he 
tickled her entrance.  "I have a sci-fi flick to watch 
after this, she does better sleeping on planes than I 
do," he finished as he motioned to his companion, who 
was breathing deeply.

The attendant didn't let on if she had noticed the 
older woman's reactions to the man's finger, and 
continued.  "I sometimes have problems following 
foreign films, 'specially with the captions.  Plus 
sometimes, it's almost like a porno, but ya never 
really see anything.  I mean, they're not really doing 
it when they make the movie, are they?"  She looked 
back at the couple.

The woman lifted her head and regarded the attendant.  
"And how is that bad?" she asked.  She had started off 
a little miffed at the young woman for baiting her 
companion, and staring, and getting his attention, and 
so forth.  But now she was definitely putting a show 
on with her hand on the man's raging dick; she didn't 
need to take it out for the attendant to see its exact 
shape.  Plus he was really getting her going with his 
finger in her pussy.  And now this little five-foot-
nothing was bringing up porn.  She had to know that 
they were very much in the middle of fondling each 
other.  More than fondling, she thought, this was 
definitely mutual masturbation, in front of the flight 
attendant, while the three of them watched an Italian 
flick that probably qualified as soft-core, in a plane 
(almost) full of people.

"It's not bad," the attendant said as she squirmed a 
little.  "It's just that if I'm watching a sex scene, 
and I can't see anything, I want something left to the 
imagination.  But if it's going to show me what they 
are doing, I want to see what's going on.  Ya'know, 
the action."

"So you'd rather watch a porno than this, cause you 
want to see the fucking," the woman replied.  She 
wanted to know how the term 'fucking' would affect the 
attendant, and she really wanted to see where this was 
leading.

"Well, yes.  But not like all close up and squishy, 
you know.  And I want to see real sex, not just people 
acting it out."

The man replied, "So, you like artsy porn then."

The attendant thought for a moment, then "Yes, I'd 
watch an 'artsy' porno; more than this."  She held her 
chin up as she said it, as if she was proud of herself 
for making the statement.

The couple exchanged a long, knowing look, her hand 
still jacking him off though his jeans, his finger 
still teasing the opening of her pussy.  Then the 
silence, that was making the attendant uneasy, was 
broken by the woman.  "Go on, tell her."

The man leveled his gaze at the attendant, and cleared 
his throat.  "We have some, um, 'artsy' porn in my 
bag."

The attendant just looked at them for a moment, her 
mouth slightly open.  She seemed to be at a loss for 
words.

The woman continued for the man, "we can change this 
movie out for that if you like."

The attendant stood up slowly and gazed toward the 
front of the plane.  The other two members of the 
cabin crew where sitting in regular seats facing 
forward, and most of the passengers seemed to be 
asleep.  The one that she saw reading had headphones 
on.  She sat back down and looked at the couple.  "I 
know you two are... having fun.  If you watch a 
porno..."

"I'm definitely going to have to open his pants up," 
the woman finished the sentence for her.  "If that's 
not alright with you, we can leave this one in."

The attendant thought for a moment, then came to a 
decision.  "You're okay with me watching you?'  The 
couple both nodded.  "Then do it, 'cause I like to 
watch."

The couple smiled as they disengaged from each other 
so he could swap out the DVDs.  As he did, the woman 
undid the straps of her overalls, and then slid them 
off her body.  The attendant looked at her with wild 
eyes as she sat there in her t-shirt and panties.  
"You're serious about this, have you done this 
before?" the attendant asked.

As the movie started and he settled back into his seat, 
he replied, "never in a plane, never in front of 
anyone."

The attendant replied quietly, "I've never actually 
watched anyone in real life either, just porn."  She 
paused, then asked "Do you mind if I play with 
myself?" in a very small voice.

Before the man could react, the woman answered "No, go 
ahead; but we have to be able to see as much as you 
can see, deal?"

"Deal."

The three sat in silence again as the movie progressed.  
Like all 'artsy' porn, it showed plenty of action, but 
also showed facial expressions a lot too.  And it 
pretended to have a plot.  It was good quality, and 
you could tell that the performers enjoyed the sex.  
The man had turned the volume way down, so the 
unmistakable sounds of a porno wouldn't fill the back 
of the plane.  As the film heated up, his hand slipped 
into the woman's panties again, this time without 
being hidden.  The woman moaned and rocked her hips 
against his palm, then reached down and undid his 
pants.  The attendant's eyes where as wide as saucers 
as the woman pulled his massive erection from inside 
the denim, then in one smooth motion swallowed it, 
moaning with pleasure.

The attendant didn't want to be outdone, so as the 
woman slowly sucked on the man's cock, she removed her 
shoes, then reached under her skirt and removed her 
panties.  The couple looked across the aisle at her as 
she sat sideways on the seat and put her left foot on 
the arm rest and her right leg pulled out toward the 
seat in the next row up.  She faced her body toward 
them, and they got a good look at her dark, sparse 
pubic hair as she covered her mons and pussy with her 
hand and started to rub.

The woman looked at the man, and slipped her mouth off 
his erection.  She whispered to him, "Watch her as she 
watches me suck you off."  Then she lowered her mouth 
back to him, swallowing all of his cock and burying 
her nose in his crinkly pubic hair.

The attendant watched raptly as the saliva-slick dick 
disappeared into the woman's mouth.  No one seemed to 
be paying attention to the screen anymore, so the man 
shut it, them moved the laptop out of the way and 
closed the tray table.  Then with his left had he held 
the woman's hair out of the way so the attendant would 
have a good view of the blow job he was receiving.  He 
replaced his right hand in the woman's dripping pussy, 
causing her to moan around his cock.  He turned to 
watch the attendant.

The attendant was starting to breathe very rapidly now 
as she gazed at the wanton display of sex in front of 
her.  With one hand she was briskly rubbing the top of 
her mons where her clit was, and with the other was 
moving her middle finger in and out of her with long, 
deliberate strokes.  He could plainly see the moisture 
dripping down her ass as she pleasured herself.  He 
could also feel the moisture coating his right hand as 
he pushed two fingers into his woman's pussy, then 
started to curl and straighten them.  The woman moaned 
again around his cock, and the attendant gave a small 
whimper as she slipped a second finger into herself.

Between the public location, the dogged attention of 
the woman in his lap, and the sight of the cute young 
woman desperately frigging herself for his viewing 
pleasure, it was not long before he felt his orgasm 
brewing.  His right hand became still, and he closed 
his eyes on the wonderful sight across the aisle as he 
felt his balls tense with the coming release.  The 
woman felt it too, and latched her mouth around his 
glans and stroked his length with her hand until he 
erupted into her mouth with a small groan.  She worked 
her throat to swallow his seed, but the volume and 
rate that it came out with overwhelmed her, and it 
spilled out of her mouth around his cock, dribbling 
down her chin and hand.

The sight of come leaking out of the woman's mouth 
caught the attendant off guard.  She didn't think it 
would go so far as orgasm; and her own small orgasm at 
the sight caused her to squeak with pleasure.  After 
the woman licked the semen up from her hands and face, 
and from her partner's still hard cock, she stole a 
glance over the seat back down the length of the plane.  
The attendant looked too, and both saw that no one 
seemed to be the wiser to their antics.

"That was sooo sexy" the attendant breathed as she sat 
back down, her legs still spread, her slick pussy no 
longer hidden by her hands.  Her outer lips where 
puffy with arousal, and her inner lips peaked through.

"He's still hard, which means it ain't over yet; not 
till I come."  The woman's voice was low and husky as 
she quickly got the man to move to the middle seat.  
He slowly stroked his saliva and come-slick member as 
the woman proceeded to remove her panties.  She 
straddled him, facing the front of the plane, her 
right foot on the floor, her left on the aisle seat, 
so her torso was turned slightly toward the aisle, and 
her leg would not block the attendant's view.  "Can 
you see?" she asked the attendant.

The attendant could only nod and finger herself as she 
looked at the couple.  The woman's pussy was shaved 
hairless, and her glistening lips were almost pulsing 
with her arousal.  She could actually see a thick drop 
of pearly white moisture drop from her vulva to the 
man's cock as the woman gripped it and aimed for her 
center.  With a soft hiss, she spread her pussy lips 
with the head of his cock, and lowered herself until 
he was buried to the root in her hotness.

As the attendant resumed her animated masturbation, 
she saw the man's eyes close with his groan, then open 
and stare again at her fingers inside her pussy.  She 
sat up and moved so she was sitting on the arm rest 
between the aisle and middle seats, and spread her 
legs to make sure he could see her pussy as she 
vigorously fingered her hole.  With the attendant 
sitting on the arm rest, and the woman sitting on the 
man's cock, both their heads were above the tops of 
the seats.  They shared a quick glance to make sure 
than no one else in the plane was aware of the sex in 
the second to the last row, then they locked eyes as 
the older woman started to grind her hips against the 
cock she was impaled on.  She seemed to be having 
problems in keeping quiet, but kept grinding harder 
and faster.

The woman leaned back against the man, and picked her 
hips up, so he could thrust into her from below.  She 
abruptly reached up and peeled her t-shirt off, then 
reached around and undid her bra.  She gripped the 
backs of the seats in front of her and held herself 
steady.  The man started to piston in earnest as he 
reached up and grabbed a breast in each hand, rolling 
and teasing her nipples.

The attendant could only work her pussy faster as she 
watched the two.  In a small, detached part of her 
mind, she knew that if one of the other attendants 
caught them, it would mean her job.  But the rest of 
her screamed about the fact that she had her uniform 
skirt hiked up around her hips and was fingering her 
sopping pussy, showing it off to the man across the 
aisle, who had a completely naked woman riding his 
cock for all she was worth
.
After a few minutes of this, the attendant slowed her 
ministrations to gentle rub because she was getting 
very sensitive.  The man also slowed his thrusts, the 
awkward position seem to be getting to him.  The woman 
sat down on his groin, and slowly ground against him 
as she moaned her frustration.

  "I want to come so bad, and I can't come like this."  
She breathed.  She brushed her hair from her face, and 
rubbed her pussy and the man's balls between her legs.  
She sat there for a moment taking deep breaths.

The attendant decided quickly that watching the man 
fuck the woman and make her come was worth whatever 
consequences of getting caught, and quietly spoke as 
she leaned forward across the aisle.  "You can use the 
galley; it has a counter you can sit on while he fucks 
you."  She was surprised at her own directness at the 
matter.  She had just told two passengers that they 
could use the galley for sex.  To 'fuck'.  And she had 
every intention of bringing herself to orgasm while 
watching them.

The woman sat for a moment, feeling the hard cock 
inside her, feeling the need for her release, then 
started to ask, "How will I get back there?"

The man said simply, "You'll walk; I'll block you from 
view."

Without another word, the woman slid off his member.  
It came free with a wet pop.  She sank to the window 
seat, as he stood up.  He didn't even bother to hide 
the wet, bobbing erection sticking out of his fly as 
he stood with his back to the front of the plane.  The 
woman then simply stood up in front of him, brushing 
her bare buttocks against his dick, and walked, naked, 
to the galley.  The attendant smoothed her skirt down, 
and then carried her shoes back to the galley behind 
them.  When she got there, she whisked closed the 
curtain that separated the galley from the bathrooms 
and rest of the plane.

There was a bit more light in the galley, and they saw 
each other more plainly.  The woman's arousal was 
apparent from her swollen, dripping pussy, and rock 
hard nipples.  The attendant's arousal was lessened by 
the trip to the galley, but she quickly undid her 
skirt and dropped it to the floor.  Her sparse, black 
pubic hair glistened with beads of moisture, and her 
inner lips still puffed out from inside her pussy.

The galley had a counter that jutted out far enough 
from the storage bins above it to be useful.  The 
woman sat on the counter, and spread her legs wide, 
her pussy opening and wet.  The attendant got onto the 
counter next to her, and spread her legs wide also, 
hooking one dark slim leg over the knee of the other 
woman.  As the man undid his pants and let his jeans 
drop around his ankles, the attendant undid the rest 
of the buttons on her blouse.  The older woman pawed 
at her sopping vulva and groaned in frustration at 
having to wait any longer, and didn't seem to notice 
at all that the younger woman's bare leg was now 
touching hers.  As the man extracted his cock from the 
fly in his underwear, the attendant pulled her blouse 
off, leaving only her bra.  She then pulled her bra 
straps down off her shoulders, and pulled her bra down 
off her small, perky breasts.  The couple sat and 
admired the attendant who had quickly reduced her 
clothing to a bra bunched around her midsection.

She actually didn't need the bra, as her breasts were 
little more than round bumps on her chest.  Her dark 
areolas took up almost half of them, and each was 
topped with a large, erect, nipple.  The older woman 
watched her sink two fingers into her pussy as far as 
they would go, then closed her eyes and arched her 
back as the man sank his dick into her.

He started to fuck the older woman with, long 
deliberate strokes.  He had already come from the blow 
job, and could really work her without fear of having 
his own orgasm too soon.  He gripped her hips as he 
started to pick up speed, maintaining his long, full-
length strokes.  He watched the young attendant gaze 
at the older woman's body, her eyes moving from the 
mouth open in a silent scream, the heaving full 
breasts and protruding, crinkly nipples, the outer 
labia spread wide, the small glistening bead of a clit.  
Mostly though she watched the enormous, veiny cock 
that slid in and out of the woman's pussy, glittering 
and shiny with think fluids from inside, pulling the 
bright pink inner labia inside on each stroke, 
stretching them out with each return.  The attendant's 
pace on her own engorged pussy quickened and a dark 
red flush spread over her chest.

The older woman could be silent no longer.  She moaned 
out "Oh god, yes.  You're so big, you feel so good, 
fill me," in short raspy breaths.  She was dimly aware 
of the young blonde sitting naked next to her own 
naked body, and that the man fucking her was gazing 
intently at the blur of fingers at the blonde's pussy.  
As she felt her orgasm building, she thought of the 
sight that would greet anyone who would poke their 
head through the thin curtain.  Two women, naked or 
nearly naked, sitting on the counter with their legs 
spread wide, hip to hip, engorged sexes spread wide to 
the world.  One had a man, with his pants around his 
ankles, pounding an enormous, rock hard erection in 
and out of her pussy while he watched the other woman 
desperately masturbate her own pussy, who was watching 
the enormous, rock hard erection alternatively 
disappear then reappear next to her.

Her thoughts were broken by the attendant's low voice.  
"Fuck her.  Fuck her till she comes.  I wanna see her 
come all over your cock."  She was barely whispering, 
almost as if she was talking to herself.  The older 
woman looked at the man, with his face covered with a 
sheen of sweat as he locked eyes with her.  As she met 
his gaze, she spoke softly.

"Come on, you heard her... FUCK me."  She drew the 'f' 
in fuck out long, so she could put emphasis on it 
without talking louder.

He stripped his shirt off, and then leaned forward, so 
that as he thrust, his pubic bone would crush the 
older woman's engorged clit as he started to really 
fuck her.  This caused her whimper and reach out for 
the edge of the counter to steady herself from his 
onslaught.  On her left side, she simply grabbed the 
edge where it met the side of the aircraft.  Her right 
hand though, grabbed several handfuls of slick, tan 
thigh before she found the sopping counter edge 
directly below the attendant's groin, between her legs.  
As she pulled in for leverage, she pulled her wrist 
against the crease between the blonde's pussy and her 
inner thigh, snuggled against her working hand.  As 
she pulled against the counter tighter, she pulled the 
blonde's hip even closer in against her own hip, and 
the blonde's shapely leg, already crossed over the 
older woman's leg, got caught between the man's hip 
and his target.  The attendant immediately pulled her 
leg up and rested her ankle on the man's left shoulder 
to get it out of the way.  As a reaction, the man 
nuzzled against the slim ankle as the beginnings of 
his own orgasm started to build.

The older woman, however resentful she was of the 
attention her man was paying the young woman earlier, 
or that the young woman was paying him, now paid no 
heed to the position of the young woman's leg or hip.  
She was aware of the man starting to plant little 
kisses on the ankle at his shoulder.  She was also 
aware of how she was holding the hips tight against 
her own, and the womanly juices, not her own, starting 
to dribble down her wrist and hand.  She wasn't 
jealous or worried.  She felt a connection to the 
woman beside her, could feel her rising passion.  It 
wasn't as strong as the connection she felt to the man, 
the man and his cock impaling her with long and fast 
strokes.  But the connection with the woman did not 
diminish the connection with the man.  It added to it.  
It added to the orgasm that was earnestly bearing down 
on her, and in a moment would overtake her.  It was 
that small connection that made her open her eyes and 
turn toward to young woman.

As she did, the attendant's eyes fluttered from were 
they had been studying the couple's sexual act to meet 
the older woman's eyes.  She felt the connection too, 
and by extension, the connection between the couple, 
though just an inkling.  Without a cock to fill her 
own pussy, the connection between the two women was 
much stronger for her.  It overpowered her for a 
moment, and though she had never contemplated doing 
such a thing, she reached her left hand from her thigh 
and placed behind the neck of the older woman, and 
pulled in for a kiss.  The two women met in a heated, 
sloppy kiss, as if they had intended to do so since 
the beginning.  The kiss sent electricity through the 
attendant's mouth straight to her raging sex.  She 
started to finger herself faster, sawing two fingers 
in and out faster than she ever had.  She put her left 
hand on other woman's pussy, and pinching the clit 
between two fingers, started to rub her mons.  She 
broke from the kiss, and feeling a need to contribute 
to the older woman's impending orgasm, dropped her 
mouth to one of the large, luscious breasts.  She 
sucked a nipple in and started to work it noisily with 
her mouth.

The man watched with awe as the two women kissed.  As 
the attendant started to work the older woman's breast, 
he leaned forward again, beginning to ram his cock in 
and out with every ounce of energy he had.  He felt 
the attendant's head against his chest, her blonde 
hair sticking to his sweat.  He felt her hand trapped 
between his pubic hair and his companion's bald mons.  
He felt her finger tips brush the skin of his cock as 
it slipped in and out.  Then tilted his head back, and 
felt his dick get even bigger, and his balls contract.

The older woman was so shocked by the blonde's bold 
kiss and then attention; she didn't have time to 
formulate an objection.  The fact she automatically 
returned the blonde's kiss with the same level of 
passion didn't help.  The combined action of the mouth 
on her tits, the hand on her clit, the enormous cock 
splitting her in two, the fact that at any moment, a 
complete stranger (in addition to the complete 
stranger already taking a larger and larger role in 
the couple's sexual intercourse) could walk through 
the curtain and berate them for the mess, AND a very 
large orgasm wrapping its tendrils around her mid 
section quickly removed all capacity for rational 
thought.

It's hard to say how the dam burst; hard to say who 
went (or came) first.  At the same time the man buried 
himself farther into the woman than he had yet gone, 
erupting his jism all over her insides, the woman 
gripped the counter to as if to pull sections of it 
out, her stomach and pussy spasming.  She pulled 
herself up and bit the man's shoulder to keep from 
crying out, catching the blonde's head between their 
chests.  As the blonde's leg slipped of his shoulder 
from the angle, their chests muffled a long, thin 
squeal as the blonde's pussy spasmed on her fingers.

When the woman released the man from her teeth and 
legs, he stood up and shuffled backward.  His somewhat 
erect cock slid from her hole as he surveyed the scene.  
The attendant rested her head on the woman's chest, 
her left hand still working slowly on her own pussy, 
her right resting on the other woman's sex.  She 
gasped for breath as she cupped the engorged lips with 
her hand.

As the semen started to leak out of the woman's pussy 
onto the attendant's hand, she gasped.  "That's so hot, 
I've never felt that before.  Can I get more...?"

Without waiting for an answer, she slipped a finger 
into the older woman's pussy, causing its owner to 
draw breath sharply.  She pulled a dollop of come out 
and spread it on the pussy, then pulled another one 
out.  Sitting up, she slowly sucked her finger into 
her mouth, tasting the combination of juices.  She 
started to work her pussy a bit faster, and signed.

"I, I..., I kinda need my bag" the attendant breathed.  
She looked at the three of them.  The only semblance 
of clothing left on was her necklace, her bra bunched 
around her midsection, and the man's pants around his 
ankles.

"Why?" the man asked, the woman still catching her 
breath.

"I came like three times, but they're not the best 
kind.  Um, I need something in me to have a good 
ending cum."

"And your bag?" he prompted.

"I..." she paused, seeming embarrassed.  "I have a 
dildo in my bag.  I can use it to really cum so I 
don't want more."

The older woman smirked, then seeing the attendant's 
crestfallen reaction, softened and put her hand on the 
younger woman's thigh.  "I don't think you need to go 
running for your toy," she breathed.

The attendant gave the older woman a questioning look.  
"But I wanna have a good cum.  I just need my dildo 
for a minute..." she seemed to plead, not 
understanding what the older woman was implying.

The man sat on the jump seat across from the two women, 
as the older one on his right rolled toward the 
younger one on his left.  She reached across their 
bodies, and cupped her small dark pussy with her hand, 
snaking a finger between the folds to test the wetness.

"Hey... I... You're..." the attendant couldn't seem to 
form words anymore, but squirmed under the older 
woman's attentions.

The older woman ignored the unformed objections, and 
slowly rubbed her hand along the attendant's pussy.  
She studied the young body beside her as she drew a 
finger all they way through her slit, starting at her 
soaked asshole, ending at her clit.  The attendant's 
dyed hair had come out of one her barrettes and was 
plastered to the side of her sweaty face.  Her body 
glistened from her exertions, and she quietly gasped 
for breath.  A deep red flush covered her face and 
neck, extending down to her small breasts.  The 
areolas dominating her tits were raised a quarter inch 
from the surrounding flesh, and her nipples were 
enormous.

The woman stood, and moved between the blonde's 
outstretched legs.  She kept her hand on the blonde's 
pussy, slowing tracing her finger from clit to ass and 
back again, and dragging deep between her lips as she 
past the entrance.  She bent down and gently kissed 
the blonde's lips.  Their kiss slowly gained heat as 
they started to explore each other's mouths.  The 
blonde, who never before this had even thought about a 
quick mouth to mouth kiss with another woman, reached 
one arm around the older woman's neck, and grabbed her 
hip with the other.

As the man sat and watched (and caught his breath), 
the older woman broke from the kiss, and wrapped her 
mouth around one of the blonde's nipples, sucking and 
nibbling.  The blonde sighed, then made a less 
coherent sound as two fingers where pushed into her 
pussy.  The woman moved to the other tit as she slowly 
finger fucked the young woman.  As she did, she 
marveled at the way attendant's sex clutched at her 
invading fingers.  Despite the young girlish curve of 
her hips, the blonde's pussy was built like her boobs, 
small and compact-inside and out.

The attendant gained a moment of composure, and opened 
her eyes in time to catch the gaze of the woman 
looking up from her breast.  She held her gaze as she 
ran her fingers though the woman's hair while woman 
looked up at her, still teasing a nipple with her 
tongue and working her fingers in and out.  The 
attendant made a whimper as the fingers were pulled 
from her pussy, and woman moved from her breast and 
down her chest, planting wet kisses on the way, 
tasting the blonde's salty sweat.

She knelt between the attendant's knees, and gently 
nipped at the attendant's small, roundish belly, 
causing it to quiver.  The attendant kept her hands on 
the woman's head, as she watched the beautiful 
curvaceous body move between her thighs.  She drew her 
breath sharply as the woman teased her navel with her 
tongue.  A moan escaped her lips, mixed with a small 
girlish giggle as her belly button was French-kissed.  
The woman ran her hands along the inside of the 
blonde's thighs as she started to kiss and nip at the 
juncture between her tummy and legs.  Glancing back at 
the man, who sat holding his semi-hard cock, she gave 
him a smoldering look; then she sat completely on her 
ankles between the blonde's spread legs.

She caught the attendant's eyes once more as she 
stroked the taught, sweat-soaked skin on the insides 
of her thighs.  Then she licked her lips as she 
lowered her gaze to the pussy spread wide before her.  
The counter edge beneath the attendant's sex was slick 
with the moisture from her earlier orgasms and arousal.  
Her sparse, jet-black pubic hair was soaked.  At the 
top of her slit, a tiny clit poked out, asking for 
attention.  Her dark outer lips were pulled open by 
her legs, and her pink inner lips jutted out from 
their center.  Between her bright pink folds, the 
opening of her canal was just visible, marked by a 
small drop of milky-white fluid making its way out.  
More of the fluid was flowing down her crack, soaking 
the brown crinkle of her asshole, and then finally 
joining the puddle beneath her ass.

The older woman breathed deep, drinking in the younger 
woman's dank musk.  She caught the blonde's gaze again; 
the young woman's eyes were both uncertain as to what 
would happen next and pleading with desire.  She 
sighed as the woman's hands slid across the underside 
of her thighs, then took hold of the slim legs just 
below the hips.  There was no uncertainty in the 
movements of the older woman.  She knew her way around 
this kind of territory, and wanted to punish (reward?) 
the attendant for breaking the barrier between couple 
and onlooker by drawing out the young woman's pleasure 
for a long time.  It was a five hour flight, and they 
had at least three and half to go.

The woman started to plant light kisses on the inside 
of the attendant's thighs, tasting more of her sweat 
and juices.  The attention made the thighs quiver and 
bounce.  She slowly moved the kisses up towards skin 
between the attendant's thigh and outer lip, but right 
before she got there, she stopped and repeated the 
action on the other thigh.  The attendant was starting 
to whimper with desire, squirming her legs around the 
woman's head.  The older woman thought to herself that 
the attendant did not take delayed gratification very 
well, but that just added to the fun.

As the woman teased the attendant's thighs, the 
attendant pulled one hand up and reached for one of 
her own breasts.  Her small hand was just the right 
size to cup her miniature tit, catching one big nipple 
between her thumb and forefinger, seeming to coax it 
to even greater size.  She kept a rapt gaze on the 
older woman kneeling between her legs, her eyes still 
holding a hint of uncertainty.

As the attendant fondled her tits, the woman continued 
to tease the attendant's thighs with light kisses and 
nibbles.  She would venture almost to her knees, 
before making her way back to the very top of her 
inner thigh.  She moved her hands back from the 
outside of the attendant's thighs, rubbing the palms 
of her hands upwards from the very top of the 
undersides, across her outer lips, up to her mons.  As 
she rubbed the palms of her hands up and down the 
small wet pussy in front of her, causing the attendant 
to close her eyes and tilt her head back, she turned 
and looked at her lover sitting in the jump seat.  The 
sweat had dried on his body, causing it to glow.  He 
slowly worked the huge purple glans of his cock, now 
fully erect from watching his woman tease the young 
blonde's pussy.  The woman knew that he would keep 
himself at attention, but would work to keep his 
arousal from rising too much, because he could sense 
that she intended a purpose for that glorious organ in 
his hand.

The woman's eyes glinted as the couple shared an 
unspoken conversation, and then she turned back to the 
pussy before her.  She slid her hands back to the 
outside of the blonde's thighs.  Then she breathed 
deeply, again drinking in the smell of sex and female 
arousal, basking in the unique scent of the dark pussy 
waiting for her.   She decided that the attendant had 
had enough of the kiss teasing, and was ready for 
tongue teasing.  She lowered her head, and nuzzled the 
dark matted hair of the attendant's mons with her nose, 
and then planted an opened-mouth, gently sucking kiss 
on the young woman's clit.

The attendant's eyes had been closed, and the sudden 
attention on her clit made her start.  She snapped her 
eyes open and stared at the woman at her pussy as her 
mouth made an "ahh" sound.  At the same time her pussy 
contracted, causing the pink lips to almost disappear 
into her insides before throbbing back out, just as 
pink and puffy.  Then a fresh drop of milky white 
essence appeared at her entrance.  The woman saw, and 
then deftly caught the dollop with the tip of her 
tongue.  The pink pussy lips jerked again as the 
tongue tip brushed them, and then jerked yet again, 
harder yet, as the woman caught the gaze of the 
attendant, showing her the drop of her moisture on the 
woman's tongue, then pulling the tongue in and 
savoring the taste.  The whole exchange made yet 
another drop of essence appear at the attendant's 
pussy; the woman surveyed it for a moment, and let it 
drip down the attendant's crinkly rosebud and onto the 
counter-she didn't want to get the blonde too worked 
up.

The woman planted another kiss on the attendant's clit. 
Ignoring the quivering of the pink folds at the center, 
she slow kissed her way down the attendant's pussy, 
not stopping as she passed the entrance.  She kissed 
the v where the outer lips met at the bottom, and then 
kissed the small patch of skin between pussy and 
asshole.  She ended it all by planting a small but 
deliberate kiss on the attendant's tight, puckered 
rosebud, giving the young woman a start.  The woman 
then started to kiss her way back towards the 
attendant's mons.  When she got to the small patch of 
raven hair, she looked up to the young woman staring 
at her, and made a motion of licking her lips.  Then 
she decided it was time.

She moved her mouth back down to the base of the young 
woman's sex, and touched the tip of her tongue to the 
woman's rosebud, causing another gasp.  She pressed 
with her tongue and licked all the way till she 
reached pubic hair in one slow, solid motion.  She 
didn't take her tongue between the pink inner lips, 
but rather just dragged them along as far as they 
would go.  She kept her tongue hardened to a point, 
and licked all the way back to the attendant's asshole, 
again not going between the pink lips, just along the 
top.  She repeated this motion a couple more times, 
moving quickly, spreading moisture around.  Then she 
wrapped her lips round the puffy pink inner lips, 
sucking them both into her mouth, massaging them with 
her tongue and teeth.  Ever so slowly, she worked her 
tongue into the space between the folds.  Hardening 
her tongue to a point, she gently probed the 
attendant's entrance.  Then she used her tongue to 
scoop out moisture, savoring the taste yet again.

She withdrew from the attendant's pussy, and planted 
an open-mouthed kiss on the engorged clit, sucking the 
nubbin into her mouth for a moment.  She released it, 
and slowly gave it one, two, three flicks with her 
tongue.  Then she picked it up with her tongue, and 
held it, ever so gently, against her front teeth, 
massaging it against them.  The attendant responded 
with low, incoherent moans, her one hand clutching the 
older woman's head at her center, the other searching 
as if she didn't know what to do with it.  The woman 
then lowered her head slightly and started to 
earnestly work the attendant's pussy.  Her tongue 
spent spasms though the young woman's body, working 
the entrance to her body, her clit, and small, tender 
space between.  The attendant's pussy started to leak 
moisture faster than before, and the woman would 
occasionally reach her tongue down past the 
attendant's asshole, licking all the way to the top of 
the slit, capturing the essence.

The attendant squeaked each time the tongue brushed 
her asshole, and she let go of the woman's head, 
gripped her own legs just behind the knees and pulled 
her legs wider apart, causing her outer lips to almost 
disappear into simple darker lines of skin surrounding 
her bright pink inner lips, peppered with her dark, 
curly hairs.  The young woman let her gaze drift to 
the man, quietly massaging the head of his cock, 
watching his companion drive her into ever more 
dizzying heights of arousal.

The woman moved to concentrate on the attendant's clit, 
working the knob with her tongue, while she slid two 
fingers into the offered hole.  She marveled at how 
tight and compact the space felt as she curled her 
fingers upward, driving the blonde's arousal even 
higher.  She worked the engorged clit into her mouth 
as she deftly worked a third finger into the sopping 
pussy.  The blonde gasped at the further invasion, 
beginning to lose herself in the sensations coming 
from her pussy.

The tight, sharp contractions of the blonde's pussy 
walls forced the three fingers together almost 
uncomfortably, and the older woman removed them, still 
working the clit, licking at the flesh just underneath 
its hood.  The blonde's passion climbed rapidly.  The 
older woman thought to herself that it seemed a shame 
that, apparently, no-one had given this young, dark 
woman a proper tongue lashing before.  The woman's 
face was covered with a mixture of the attendant's 
juices and her own saliva as she nuzzled the tickly 
raven hairs on the attendant's mons with her nose, 
working the clit beneath it with short flicks of her 
tongue.  Sensing that time was short, the older woman 
started to tease the blonde's asshole with the pad of 
her thumb, swirling the moisture about, just gently 
applying pressure.

The attendant's breath was coming in short, rapid 
spurts as her orgasm built up at the base of her spine.  
The attendant could feel the muscles of her thighs 
vibrate with the energy.  When the woman started to 
tickle her asshole, she filled her lungs with a 
gasping breath, arching her back and pushing her tiny 
tits high into the air.

"Oh... my..."  She couldn't finish the sentence as the 
orgasm took over her body.  She could feel it draw 
energy from every inch of her body, even her hair.  
Everything seemed to flow towards her pussy, her 
center.  It was settling in a knot at the base of her 
spine, the sensations from her pussy stirring it into 
a vortex.  The flashing tongue on her clit, the hot 
breath tickling her pubic hairs, it all added to the 
impending release.  And the thumb pressing slow 
circles on her rosebud gave it a sharp, unique flavor 
she had never experienced.  Her eyes lost the ability 
to focus as the waves started to mount.  Her mouth let 
out a quiet, high pitched sound as the first wave 
broke over her pussy, causing her thighs and tummy to 
ripple.

The older woman felt the wave hit, followed by a flow 
of moisture at her chin, then as the second wave hit, 
and the attendant's body started to buck against her 
face, her thumb, that she only intended to press 
against the attendant's body, was snatched up by the 
young woman's ass.  The tight ring of muscle simply 
relaxed as involuntary motions of the attendant's hips 
pressed against the thumb, and the first knuckle 
disappeared into the crinkly brown spot.  As the 
second wave finished and built back toward the third, 
the muscle contracted and squeezed like a vise.  Then 
as the third wave came across, the muscle again 
relaxed, and the woman's entire thumb disappeared into 
the attendant's ass, completely unintended.

The completely new sensation of a thumb penetrating 
her asshole simply reinforced the blonde's orgasm, 
causing her to close her mouth quickly, closing her 
squeal of pleasure with an "eep."  She was entirely 
aware of the waves flowing over her pussy, sending 
visible shockwaves up her abdomen and down her legs.  
She felt the walls inside her pussy contract on 
themselves, sharply aware of the void inside.  The 
thumb filling the nether space just below was a 
delicious counter-point, as the muscles of her ass 
gripped against it.

The older woman sensed that even as the attendant's 
orgasm wound down, her level of arousal did not 
diminish.  She slowly worked the pussy in front of her, 
looking up and catching the wild-eyed gaze of the 
blonde.  Then she felt the man stand next to her as he 
sensed that she needed him.  Without looking she 
reached out with a hand and captured his wonderful 
cock with it, slowly starting to stroke him, not that 
he wasn't suitably hard, but she simply loved the feel 
of his dick in her hand.

The attendant's gaze shifted from the older woman at 
her pussy to the man standing next to her.  He had 
removed the tangle of clothing from his ankles, and 
had his hands on his hips.  His dick stood up and away 
from his body, seemingly even bigger than before.  It 
looked better than any she had seen before, in real 
life or on screen.  She gazed at it as the woman 
started to stroke its length.  Then she reached for it 
herself, and caught the enormous glans with her small 
hand.  The flesh was slightly sticky from the dried 
come and womanly moisture on it, but the flesh was 
velvety and smooth underneath it all.  She felt the 
woman's eyes on her as the woman held her hand at the 
base of the cock.  The attendant started to stroke the 
magnificent member.  She marveled at how soft the 
surface of it was, in contrast to the metal like 
hardness underneath.  Even with both women's hands 
wrapped around its length, most of the glans peaked 
out from the end.

The older woman then quickly stood, turned, and 
passionately kissed the man, while both women 
continued to slowly squeeze his cock.  They both knew 
what she wanted to do, so he moved out of her way, 
pulling his member from the grasping attendant's hand, 
as the older woman moved back to the counter beside 
the blonde.  The woman stroked the blonde's tummy as 
the man moved between the blonde's legs.  The woman 
then reached down and took hold of his erection.  The 
blonde sighed with anticipation as the woman laid her 
head on the blonde's tummy, just above her mons.  She 
touched the tip of his cock against the blonde's pussy, 
and started to rub the glans up and down the slit, 
gathering moisture.  She felt the blonde jump at the 
contact, then whimper with suppressed passion.

The woman lightly pressed the head of her lover's cock 
against the attendant's inner lips, and gently started 
to work it between the folds.  The attendant gasped as 
the glans pushed her apart.  The woman then let go of 
the cock, and lightly kissed the attendant's clitoral 
hood.  She turned up and gazed at the man as he 
started to spread the attendant open with his cock.  
The couple had a silent discussion about the need to 
be gentle with the small pussy against the need for 
the man to bury his manhood in it.  The woman turned 
her attentions back to the slit beneath her as the man 
started to work his dick into it.

The man hissed as the hot velvety folds of the small 
tunnel enveloped his cock.  The inside of the 
attendant, incredibly hot and wet, squeezed his dick 
like a vise.  The sight of the puffy pink lips being 
stretched wide by his huge purple cock head as it 
disappeared into the wetness beyond made his cock 
twitch, which in turn sent quivers up the attendant's 
tummy.  He continued pressure, and as the glans 
vanished into the attendant, her pussy started to 
clamp down on the shaft.  The attendant's eyes rolled 
back into her head as the man's organ slowly filled 
her, stretching her wide.

The older woman gently massaged the blonde's clit with 
her mouth, as her companion's cock slowly sank into 
the opening below.  In one slow drawn out motion, he 
sank into the attendant, until he felt the head of his 
cock meet resistance.  He then held still for a moment, 
marveling at the feeling of the attendant's tight, 
gripping inner space.  He looked up to the attendant's 
face, her eyes were screwed shut, and her entire body 
was rigid.  Slowly, he started to pull back.  He 
pulled out until he could see the swell of his glans 
in the attendant's pussy, paused for a breath, and 
then started to push back in.

As the man started to slowly thrust into her, the 
attendant could barely breathe.  The enormous dick 
splitting her open filled her senses.  At the apex of 
each thrust, the tip would stretch open the deepest 
reaches of her pussy, where nothing had touched her 
before.  The wonderful cock stretched her insides, so 
she could feel every detail of its shape.  She felt 
the swell at the base of his cock head, the veins 
tracing their way around the shaft behind it.  The 
velvety skin of it slid back and forth with his 
thrusts, along the iron like rod inside.  She reached 
her hands up and placed her palms on his chest, as if 
to steady herself against his invasion.

The older woman had ceased her attentions on the 
attendant's clit, and simply gazed at the bright pink 
lips as they clutched at the thrusting member.  With 
each thrust, the man went a little farther in, and his 
companion sat up so her head would not be in his way.  
She placed one hand on the attendant's mons, and 
started to massage her clit.  Supporting herself with 
her other arm, she started to kiss at the side of the 
attendant's face.  Out of the corner of her eye, she 
caught movement at the curtain, but when she looked it 
was just swaying with the motion of the plane.

The attendant was oblivious to everything except the 
hand on her pussy and the cock inside it.  She 
suddenly regained the ability to speak.  "Oh, Jesus, 
he's big."  She started to lunge her hips toward the 
man to meet his thrusts.  "Oh, fuck me, oh I'm going 
to cum" she whispered.

With that, the man started to pick up speed.  He was 
plunging in to the root now, capturing his companion's 
hand between his pubic bone and the attendant's mons.  
He reached down, grabbed the attendant's hips and 
picked her ass up off the counter slightly, starting 
to pull her toward him with each powerful stroke.  Her 
small pussy gripped his member with incredible 
strength, her pink folds almost disappearing each time 
his cock entered her.  But then they would clutch and 
hold on, each time he withdrew.  As he felt her orgasm 
building, he lengthened his strokes, so that his glans 
would become visible each time, before spreading her 
open anew.

The attendant's orgasm built with incredible speed, 
and when it hit, she threw her head back in a silent 
scream, thrusting her chest into the air and going 
rigid.  As the waves past over her pussy, she felt it 
contract down on the man's huge cock.  The 
contractions rebounded back into her body, just in 
time to meet and reinforce the next wave.

As the orgasm subsided, the man set the blonde back 
down on the counter, and the woman removed her hand 
from the sensitive, quivering clit.  The attendant 
collapsed in exhaustion, gasping for breath.  The man 
slowly withdrew; his cock slipping from the 
attendant's pussy, shiny with her essence.  The woman 
slipped off the counter, and kneeling in front of the 
man, wrapped her lips around his erection.

As the attendant started to gain composure, she looked 
down as the woman noisily cleaned her moisture from 
the man's cock.  She sat up; pulling her quivering 
legs together, and spoke in a quiet voice:

"He still so hard, I don't think I can take 
anymore..."

The woman slipped her mouth off the cock in front of 
her, and turned to the attendant as she stroked it 
slowly.  "I have something in mind."  With that, she 
stood, and whispered into the man's ear.  Over the 
sounds of the engines, the attendant could hear 
nothing, but whatever was spoken, it brought a wry 
smile to the man's face.

The man sat back down on the jump seat, as the woman 
helped the attendant to her feet.  As she guided the 
attendant to kneel in front of the man, she leaned and 
whispered in her ear.  "Suck his cock..."

As the attendant moved to comply, the woman turned 
around presented her curvaceous butt to her companion.  
As he started to massage her buttocks, the attendant 
did her best to swallow his dick.  She could barely 
get more than the glans into her mouth, but she caved 
her cheeks in as she sucked greedily on his cock head.

As the attendant worked the magnificent member, the 
woman bent down between her legs, and instructed her 
in a husky voice.  "Get him nice and wet with your 
spit.  Spread it all over his dick.  Slobber on him, 
I'm gonna need him nice and slippery."

The blonde glanced up and over her shoulder at the 
older woman, then turned back to the man's dick and 
deposited a large quantity of spit on the tip.  Using 
her hand, she spread the fluid up and down his shaft, 
as she again wrapped her lips around his glans, 
allowing salvia to leak from her mouth.  After she had 
gotten a fair amount on, she continued to stroke him 
as she bent down and sucked on his balls.

As the attendant worked her saliva onto his cock, the 
woman pulled her buttocks apart, presenting her 
asshole to the man.  He bent forward, and placed a 
large drop of his own saliva just above it.  With his 
thumb, he spread the moisture around on the woman's 
rosebud.  He placed another drop of spit, and then 
pressed the moisture into her ass, inserting his thumb 
to its base.

The three of them continued this for a few moments, 
the attendant working her saliva onto the man's cock, 
the man working his saliva into the woman's ass.  When 
he sensed that his companion's ass was ready, he 
grasped her hips and started to pull them down.  The 
attendant removed her mouth from his erection, and sat 
back to watch the sight in front of her.

The attendant had figured out what was going to happen, 
so she held the man's cock steady, aiming it for the 
woman's descending ass.  As the glans touched the 
woman's asshole, she made a small circle with her hips 
to settle it in place, and then sank in one smooth 
motion, burying him to the root in her ass.   A low, 
closed-lip moan escaped her throat as she ground her 
hips against his, savoring the feeling of his enormous 
manhood filling her ass.  She put her hands on the 
counter edge in front of her, and pushed herself 
against him, attempting to bury him as deep as 
possible in her nether space.

The attendant sat on the floor between her legs, 
watching the sight of his cock impaling the woman's 
puckered asshole.  She placed one palm on the man's 
balls, and with her other hand, inserted two fingers 
into the woman's pussy as far as they would go.  She 
massaged the tight balls as she flexed her fingers, 
feeling the inner ridges behind the woman's pubic bone 
in front, and the iron hardness of the cock behind.  
The woman's pussy felt wonderful clutching at her hand, 
just different enough from her own tight (and 
currently well-fucked) hole.

As the older woman's passion started to rise, she 
glanced back over her shoulder at the man.  "Fuck my 
ass," she breathed.  He read her lips and felt her 
need around his cock more so than he heard the request.  
Taking a firm grasp of her hips, he pushed her up and 
forward as he stood up.  He moved to a standing 
position, with his companion bent over the counter in 
front of him, her large swaying breasts resting on the 
sex-soaked surface, his cock still buried in her ass.  
Their motion caught the attendant by surprise, and her 
fingers slipped from the woman's pussy with a wet 
sound.  With long, slow, measured strokes, the man 
started to fuck his lover's asshole.

  The older woman started to push her hips back against 
his thrusts, but the attendant between her legs 
grabbed the man's hands on her hips, and held her 
steady as she latched her mouth onto the woman's 
dripping vulva.  As the attendant's inexperienced 
tongue started to work her sex, the older woman hissed 
"Ohhh Goood...," and grabbed the cabinets above the 
counter for support.  Her companion's thrusts into her 
picked up force and speed as his own need for release 
built.  Between the sight of his body disappearing 
into his lover's ass, and the feeling of his balls 
slapping into the young woman's chin, his erection 
strained to new size with his arousal.

Between the relentless fucking of the now truly 
enormous cock pounding in and out of her ass, and the 
novice, but nimble and questing tongue at her pussy, 
the woman's consciousness shrank to just her pelvis.  
Her lover fucked her with his signature long strokes, 
pulling back so even the glans came out of her ass, 
and then plowing back into her until she could feel 
his pubic hair mash against her skin.  The young mouth 
at her pussy was getting covered by her free flowing 
essence, as well as the man's seed that had been 
filling her womb just a moment before.  The attendant 
attempted to swallow the mixture pouring out of the 
older woman's inner lips as she frantically worked the 
clit with her tongue, but most of it dribbled off her 
chin and traced lines down her chest and breasts.

The man and attendant worked the woman to a frenzy.  
As her world shrank further to just her pussy and ass, 
she grabbed the attendant's discarded skirt, and bit 
down on the fabric to stifle her screams, lest the 
entire plane would hear her passion over the drone of 
the engines.  Her orgasm built in the space between 
her clit and ass, between where the attendant's 
flicking tongue teased her nub and the deepest spot 
where her lover's cock touched with each thrust.  Her 
orgasm exploded forth, forcing a torrent of fluid over 
the attendant's chin, making her tight velvety ass 
spasm on the man's invading cock.  She screamed into 
the ball of dark fabric in her mouth as her thighs 
clutched inward, catching the young woman's head 
between them.  Her body convulsed over and over again, 
as the man and attendant worked to keep their physical 
connection with her.

As the woman's orgasm slowly subsided, the attendant 
pulled her mouth from the woman's pussy, and simply 
gazed at the sight of the magnificent cock still 
fucking the woman's ass.  A line of moisture still 
connected her mouth with the woman's pussy as she 
moved it in an attempt to suckle the tight balls 
slapping the base of the older woman's pussy, enjoying 
the sight of anal sex.  The man never missed a beat, 
and his thrusts moved his companion from orgasm to an 
indescribable sexual haze as he pounded her hips, 
working himself to release.  While he still had some 
control, he bent down and whispered in his lover's ear:

"Do you want me fill your pretty little asshole with 
come...," he paused as the idea made the woman sigh, 
then "Or should I cover the little girl's face?"

The woman simply whimpered, then gave a simple "yes" 
as her answer.

The man replied, "Then hold her head," and 
straightened back up, continuing his thrusts with more 
urgency as his own release built.

The older woman reached down with one hand, and held 
the back of the attendant's head between her legs.  
The attendant simply rested her head against the hand, 
and watched the sight in front of her.

As the man's orgasm approached, he stood on his 
tiptoes; holding onto the woman's flared hips, his 
hands covered by the attendant's small hands as she 
held her face waiting at the woman's pussy.  He 
started to fuck her into the counter so hard the 
cabinets rattled with the force, his hips slapping her 
butt each time he rammed his cock in her.  He felt his 
balls contract as he past the point of no return, then 
he breathed slowly to both of the women beneath him 
"Here it comes..."

As he erupted, he buried his cock as deep into the 
offered asshole as he could, pumping his seed into the 
deepest reaches of his companion's ass.  As he felt 
the second spurt moving up his dick, he quickly pulled 
from the woman's body, and felt his cock head touch 
the attendant's chin as he covered it with seed.  As 
his orgasm continued, the involuntary movement of his 
hips caused him to shoot his cream all over the young 
woman's face, neck, and upper chest.

As the orgasm left him spent, the man collapsed back 
down into the jump seat gasping for breath, his 
quickly shrinking cock still twitching.  The older 
woman, slowly gaining control of her body, looked down 
at the attendant sitting on the floor between her legs.

The young woman's dyed blonde hair was in complete 
disarray.  Her face, neck, breasts, and chest was 
covered in the older woman's essence and the man's 
seed.  Her bra was still bunched around her midsection, 
soaked with sexual fluid.  She slowly rubbed the 
mixture into the tanned skin of her breasts as she 
licked her lips.  The attendant had never had any 
desire for the taste of cum, either a man's or her own 
(she had never before tasted another woman), but the 
taste on her lips was incredibly erotic amongst the 
sexual glow radiating from her sated pussy.

The older woman pulled the attendant to her feet; then 
embraced the smaller woman as she intermixed 
passionate kisses with licking the moisture from the 
tan face.  When the attendant's face was clean, and 
the semen and other fluid rubbed into the small 
breasts until it disappeared, the attendant broke the 
embrace and somberly reached for her clothes.  The 
rational part of her brain was slowly regaining power, 
and told her that she had risked discovery and job 
loss long enough in the name of wanton sexual pleasure.  
The woman then tenderly embraced her companion, and 
the couple shared the long slow kiss of lovers.  As 
the attendant was buttoning her shirt over her 
readjusted bra, the man announced quietly, "I need to 
wash up."

The man peeked through the curtain to make sure that 
no one was looking then carried his clothes into the 
lavatory.  The woman sat wearily in the jump seat.  
The attendant leaned against the counter and looked at 
the scene with a detached eye.  She was standing in 
the aft galley of the plane, naked from the waist down, 
while a completely naked passenger sat in the jump 
seat in front of her.  She breathed deep as she gazed 
at the beautiful voluptuous woman, noting the sexual 
flush of her face and breasts, the mixture of semen 
and womanly moisture running down the inside of her 
thighs.  The woman's shaved mons and lips were just 
visible, still engorged with arousal, just as her own 
pussy still tingled with the memory of the wonderful 
cock that had expertly fucked her a few minutes before.

The attendant's wandering thoughts where shattered 
when the other female attendant poked her head though 
the curtain.  "You guys done yet?" she asked 
cheerfully.  Then, heedless of the two stunned woman 
in the galley, she came in and grabbed two large 
bottles of water from the cabinets next to the 
opposite door.  "We ran out up front, but you were 
busy earlier, when I poked my head through."  She 
rested her hand on the young attendant's shoulder.  
"Don't take too long putting yourself back together, 
although from what I saw, if I were you, I'd be asleep.  
But you're young and horny.  And make sure you clean 
up a little," she sighed, indicated the various 
puddles of sex on the counter and floor, and then gave 
the young woman what could only be described as a 
"shit eating grin."  Then she turned to the naked 
woman in the jump seat, and her face turned to her 
professional happy smile.  "Are you enjoying your 
flight, and our, ummm, service?" she asked.  The woman 
only nodded her head.  The older attendant continued 
"That's good, but we don't want you spending too much 
time up and around, not in you seat."  She smiled and 
winked, then turned and briskly walked back through 
the curtain toward the front of the plane.

The two women sat in awkward silence, then burst out 
in quiet giggles, releasing the tension in the air.  
Shortly after, the man exited from the lavatory, 
dressed and clean, to find the attendant dressed and 
mopping up moisture from the counter, and his 
companion, still naked, sitting in the jump seat 
enjoying the warm buzz she felt after energetic anal 
sex.  She looked up at the man and smiled warmly, 
"could you be a dear and get my clothes?"

The man smiled and turned to fetch them, then returned 
shortly to again shield his companion's naked form 
from view as she entered the lavatory.  When she 
exited and joined him in their seats, the attendant 
used the lavatory herself after retrieving her panties 
from the floor across from the couple.  When she was 
finished putting her hair back in place, and 
attempting to dry the bite mark in her skirt, it was 
time for the second drink service of the flight.

Without asking, she wordlessly gave the couple two 
cups full of ice, two cans of coke, and four single 
bottles of whisky.  She then gave them a knowing smile 
as she moved to the front of the plane to ask for the 
exit row's drink order.

The attendant sat back in her original seat when done, 
and simply relaxed in the happy glow of good sex.  The 
man sat in the window seat, and his companion snuggled 
next to him, as the sexual aftereffects and booze put 
them to sleep.

After the plane landed, the attendant pulled the 
couple's roller out of the overhead bin, and held if 
for them as they waited to deplane.  As they exited 
the plane, the flight crew joined them.  Bill and the 
younger attendant walked slightly ahead, but the older 
attendant hung back with the couple as they slowly 
made their way up the jet way.  She whispered to the 
couple as they walked: "Well you can certainly tell 
she's had her brains fucked out."

The couple looked at each other uncertainly for a 
moment, and then the woman started to stammer an 
apology for their tryst, when the older attendant 
stopped her.

"No, I should be thanking you.  She needed a good 
boning for a while, ever since this new boyfriend of 
hers.  What with her not being home, and him not being 
able to... take care of her when she is.  I think you 
did her, and me and Bill, a big favor.  She's been all 
flustered for a month, but right now she positively 
glows.  I'll have to remember this."

"What do you mean?" the man asked.

"Oh, just when she starts getting bummed, find one or 
two agreeable passengers, hopefully one as well 
endowed as you," she smiled at the man's crotch.  
"Then take'em all to the back, and say 'Fuck her till 
her brains come out her ears, and we'll give you a 
free upgrade.'"  She smiled, and gave the them a 
couple of small slips.

"But what about when you saw us?" the woman began.

Sensing meaning of the question, the older attendant 
answered in a low voice, "Don't worry about me.  When 
I get home..." she paused, a distant look in her eyes, 
"by the time my husband wakes up, I'll be on him and 
halfway to my first orgasm."

Later, when the couple was unpacking their belongings, 
the woman mentioned to the man that the slips from the 
older attendant were indeed upgrades to first class.  
Then the man caught her attention, and held up a 
familiar pair of panties he had just pulled from the 
front pocket of their roller.  They were too small for 
the woman.

"Guess she wanted to give us a souvenir." The woman 
remarked.

"Yeah, and she was sneaky about it," the man replied.

Then after some thought, the woman said to her lover, 
"And we never even learned her name."



-- 
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