The Empty Flight

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



By Cincinnatus (Leo_and_Beth@linuxmail.org)

Copyright 2005



Story Codes: (MF FF MFF Oral Anal Voy Exhib)

      

      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- 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 into 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 a 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 masturbated 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
sighed.

      "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 the
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 your 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's 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."