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“Tickets please.” The voice of the train inspector sounded as he stepped in the carriage. Corey expected the hand to pull away, but Sarah squeezed harder and held onto his cock. He could sense his nervousness rising as he turned his head a little and saw the man approaching. At the very last moment she pulled her hand out from the pants and was taking the ticket from her pocket as the inspector looked down at her.

The sweat prickled on Corey’s forehead. He’d dragged his jacket closed to hide the fact that the zipper of his pants was open, but the nerves still played on his mind.

“Ticket please,” the inspector said again.

“Oh yeah… sorry,” he said. He was suddenly flustered as he searched in the inside pocket of his jacket and finally pulled out the ticket to hand it across.

“Thanks,” the man said as he checked it and then handed it back.

Sarah sat demurely as the inspector walked off, but let out a soft giggle when he was out of earshot. “You seem a little flustered dear,” she teased as her hand patted Corey’s thigh. He was suddenly breathing heavily as her touch moved higher and found the open zipper again. Sarah was quickly wrapping her fingers around the erect cock again. She already knew that there was no one sitting close to them, but still looked around to make sure before pulling the cock out.

“Oh my…” she said as she got her first view of the erection. She watched as a drop of pre-cum formed at the little opening and then worked her hand higher on the shaft. Her fingertip played on the tip of the cock and the sticky liquid smeared on her skin.

Corey closed his eyes as he enjoyed the attention being lavished on his erection. The fingertip kept playing on the sensitive skin, but Sarah finally took a tighter grip and started to stroke her hand along the erect length. Her excitement mounted as she played and the craving to do more than just hold the erection in her hand came on strong. She gripped tightly as she leaned across to breathe in Corey’s ear.

“Have you ever fantasized about making love on a moving train,” she whispered.

Corey opened his eyes and grinned as he looked at her. “Not until a couple of days ago,” he said. “Now it’s all I can think about.”

“I’ve wanted to do it for so long,” Sarah whispered. “And now that I’ve met you I think my fantasy can become real.”

Corey glanced around. “How?” he asked. “The train might be nearly empty, but there are still people here. Are we going to put on a show for them?”

Sarah laughed. “Have you ever seen the first class compartments?”

Corey shook his head. “I’m not rich enough yet for that luxury.”

“Neither am I,” she went on. “But on this train a lot of them are empty. I’ve occasionally sat in one and haven’t been caught yet. They have curtains that can be closed and a lock on the door. It can be… very private.”

Corey cottoned on to what she was talking about. “So we would be all alone and in little danger of being disturbed,” he said.

Sarah nodded her head. “Unless the inspector decides to investigate who is inside. But he went that way.” She pointed in the direction that the inspector walked. “And the first class carriages are that way.” She pointed in the opposite direction.

The flash of exhilaration rushed through Corey’s body. He dragged the hand away from his erection and pushed it back in his pants. His fingers fumbled with the zipper as he tried to get it back up and his urgency was obvious.

Sarah grinned as she saw his eagerness and the thought that he was getting so excited at the chance of being with her was a turn on. When the zipper was closed she stood up. She moved quickly along the aisle and when she glanced over her shoulder could see that Corey was following.

Arriving at the first class compartments she saw that the very first one was empty. Stepping inside, she moved to close the curtains and when she turned back, Corey was closing and locking the door. He pulled the curtain across the door window to block the view and shuddered at the touch on his butt.

He spun around and they embraced tightly. Their lips came together roughly as the pent up emotion of the last couple of days spilled over to a passionate kiss. Sarah pressed forward and shuddered as the rampant erection was trapped between them.

As she rubbed herself against the hardness her tongue dipped in and out of Corey’s mouth. His tongue came forward to meet it and the erotic moment stretched out. A soft gasp escaped the older woman’s lips when the kiss finally broke.

“I want this so bad,” she gasped as she pulled Corey’s head to her neck. The touch of his lips on the sensitive skin sent a shiver down her spine and she couldn’t hold back the groan. His hands were suddenly fumbling with the buttons of her blouse as he worked kisses lower. As each button loosened more of her naked skin was exposed and the eager kisses explored every inch of it.

Sarah let out a gasp as the touch moved onto her bra. Another shiver wracked her body as Corey grasped at the silky material and pulled it lower. Suddenly his kisses were touching on the soft curves and when the nipple was exposed he went straight for it.

He brushed his lips back and forth over the little bud and could feel how hard it already was. His tongue flicked out and he rasped it across the erect nipple to make Sarah groan. She reached for the back of his neck to pull him onto her breast and suddenly he was trapped against the soft skin.

Corey took the nipple between his lips and sucked on it. His erection was throbbing hard as his exhilaration mounted and the loud groans of Sarah spurred him on. He teased his tongue around the little bud to send pleasure rushing through it and needed to pull back forcefully when he finally wanted to free himself.

“Keep going,” urged Sarah.

Corey reached for the other bra cup and dragged it down to expose the naked breast below. He gripped the nipple and held it tightly between thumb and forefinger as he leaned in to press his tongue against it. Sarah’s hand was at the back of his neck again and he let her pull him onto her until his lips were pressed on her soft skin. He dragged his hand away and gripped the nipple between his teeth.

“Oh yes…,” she groaned as the slight pain mixed with the incredible pleasure to make her body shudder violently. The rough touch on her breast was driving her crazy and the shudders kept wracking her body as Corey played with her nipple. When he finally backed off she dragged him up to kiss him and grinned when their lips parted. She stroked a finger on his mouth to wipe away the red of the lipstick and showed him.

“I think it would look better somewhere else,” he teased.

“Naughty boy,” she shot back, but she knew what her young lover wanted and decided to give it to him. Moving to sit on a seat she dragged him to stand in front of her. The touch of her fingers caressed along the outline of the erection and she could feel it twitching as she played. Her fingers reached for the zipper to pull it down and Corey expected her to put her hand through the gap again.

Instead she worked the button loose and yanked the pants down. The underwear followed quickly to leave him completely exposed and he groaned as the fingers squeezed around his solid length.

“You get so hard for me dear,” Sarah teased as she looked up to catch Corey’s gaze. She kept her eyes on him as she stroked her fingers along the stiff shaft. When he threw back his head she dropped her gaze again to watch what she was doing. Leaning forward she kissed on the head of the cock and when she moved back saw the slight red of her lipstick staining the skin.

Her fingers moved to play over the mark and she wanted more. When she leaned forward again she took the erection in her mouth and let her lips slide down it. She clamped tightly around the thickness and when she pulled up saw the bright red lipstick ring left on the skin.

“Oh fuck…,” gasped Corey as he looked down. Sarah’s fingertips were stroking over the mark and the pleasure was rushing through him. He sensed the slowing of the train and realized they were coming to a station. He expected Sarah to stop, but as the train came to a halt she sucked the cock back in her mouth. Her lips stroked along it and the risk of being caught seemed to turn her on even more.