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Like a lot of women, I've had some fantasies during my 40+ years, but had never had the opportunity or nerve to live any of them until now.
By: Pogo123

Here, again, is a story woven from a fantasy of an old friend.
The ideas are hers, the words and the mistakes are mine.

I hate flying and everything about it and this trip from the
United Kingdom to America had been particularly hectic what
with flight delays, plane changes and terrible weather, but I
would go to the ends of the earth in an ox cart just to be with

As I stepped off the plane, I was so tired I could hardly walk,
but excited knowing that Mike was at the gate waiting on me.

This was my second vacation to spend a bit of time with Mike
and the first in several years. Although we had known each
other for over twenty years and talked frequently by telephone,
email and online we had not seen each other face to face in a
long time.

This was my very best friend and that only added to the
excitement of visiting another country. Mike knew me so well,
better, in fact, than family and friends back home who had
known me all my life ... and I loved him dearly.

As I walked down the concourse I looked at the crowd of people
waiting and as I searched I saw Mike standing near the back.

As I rushed towards him all fear and apprehension fell away to
be replaced with happiness and joy. I threw my arms around him
and we hugged and smiled knowing that everything was "ok" now.

After getting my other bags we got to the truck and as we were
putting my case in the back I said to wait ... "I must get out a
change of clothes. It is very warm here." It was cold and wet in
Glasgow and I had dressed accordingly ... so out came my shorts
and T-shirt.

Mike said, "I have a thermos of nice hot tea for you, Honey. I
bet you are ready for it."

Oh, and I was.

We talked over the idea of just driving straight home instead
of staying over somewhere, but in the end, decided that we
would just go for a while and play it by ear as we went along...

Finally, we were in the truck headed for Mike's home ... a seven
hour or more drive, but, tired as I was, I was ready for a
wonderful time.

Before he drove away he reached over, took me in his arms and
we kissed. Then I knew I was here ... really here.

Mike knows that I am basically a very shy, reserved person who
has always been taught to maintain a proper image ... he also
knows, better than anyone, how strong my fantasies can be and
has shared many of them with me.

For most of my life I had hidden them and never thought I could
share them with another person, but Mike changed all that. He is
the only person who knows that I really like being looked at and
we have had many enjoyable times mentally building scenes where I
could be "looked at" in ways that excited me tremendously.

No one but my Doctor and Mike have ever seen my body, but in my
fantasies a very many men from Pizza delivery guys to men in
department stores waiting for their wives outside fitting rooms
have had opportunities to see me in various stages of undress.

None of that ever really happened, but Mike wove such realistic
stories around each of my fantasies that, when I thought of them,
I felt as though they really had happened. And I loved them all.

As we were driving along I started to change into my shorts and
top right there in the passenger's seat.

Mike looked at me smiling. As he has been trying for so
long for me to "show" a little while on the road. We giggled.

He thought I was doing it on my own, without him teasing me.

I took my trousers and top off, then my bra leaving me in just
my panties.

He was having difficulty trying to drive and look at me at the
same time, so I said, "Why don't you stop at one of those road
side rest areas?", which, at the first one we found, 40 miles
further down the road, he did.

All during that drive I stayed in just my panties as I knew Mike
was loving seeing me sitting beside him in the truck nearly nude.
Since I knew this was one of his fantasies I was pleased to know
I was making him happy. And, it was also more exciting for me than
I had thought it would be.

The rest stop appeared almost deserted; no one was in our section
but us and before I could put my shorts or top on Mike walked
around to my side, opened my door and we kissed long and hard as
we held each other close.

I reached down and felt his cock through his shorts ... so firm.
I started to rub it and it got harder. Now I felt his hand
down my panties rubbing my clit which I was already wet and now
getting wetter.

Then his fingers started to enter me which gave me such a
wonderful feeling that I raised my hips to give him better access.

I wanted him so much. I found his zipper and released his hard
cock. Oh it was wonderful to hold it in my hand after so long...

Regardless of anyone around, which there was none, I pulled
down his shorts while he skinned my panties down and off.

I bent down and took his very hard cock into my mouth and
licked and sucked it till I could feel he was about to cum.

He knew this also so he said, "I need inside you Katie."

I moved my hips to the edge of the seat so he could enter me
and it felt so good again. We started gently so as not to finish
so quickly. We both wanted this so badly, but we also wanted it
to last.

We had talked and laughed online over the months about making
love to each other. Not knowing how exciting and wonderful
that it was going to really be...

I started to feel a climax coming and raised my bottom up so
I could get all of him into me and held onto his neck to pull
him even nearer...

"Oh, I said this is just great, you and I making love again.
I never want it to stop."

We both came at the same time. We were one again.

During our excitement we did not notice that a car with three
men that had stopped for a break had pulled up near us.

As we looked over they were smiling and gave us the thumbs up
meaning that everything was great. We laughed...

We started getting dressed again and as I was fixing my face
and combing my hair Mike said he would stretch his legs and
walk over to the rest room.

The three men also got out of their car and started talking
to Mike while all four headed toward the rest rooms.

After a few minutes I could see them all returning and was a
little embarrassed to get out of the truck, but eventually I
did as I was cramped from sitting so long and needed to use
the rest room myself.

They all passed by their car and continued over to the
truck with Mike to say hello.

Mike introduced them to me as John, Stephen and Bobby, all
local residents, so they knew the area well.

John was the oldest, about 40 and Stephen was his younger
brother, about 35. Bobby had been Stephen's friend since grade
school, so that made him about 35 also.

They seemed a friendly bunch and were ready to tease us about
"grabbing a quickie" in the rest stop.

Mike told them I had just arrived from Europe for a vacation
here and that we hadn't seen each other in six years, so
"quickie" or not, we had been too long without each other.

Everyone laughed, but also nodded their heads in agreement.
They could all understand that.

Stephen said that they had been on their way to a local pub for
drinks when they stopped here to use the rest room. He then
suggested that we follow them to share a drink and so we could
all freshen up. That sounded good to both Mike and me, so we

After I used the rest room we got back onto the road followed
the guy's car to the next exit and then into a small town.

The pub they took us to was a nice small place with friendly
people treating us as if they knew us all our lives.

All this was very new to me and I was so nervous that I could
hardly talk. With Mike always near me and holding my hand
most of the time, I soon calmed down ... and after Mike got
me a few drinks I was more talkative and open. Mike knows that
a few Rum and Cokes do more for me than a tranquilizer.

Maybe it started with one of the guys telling a joke that
steered the conversation, but somehow we started talking
about fantasies and sexy situations, but talk over drinks will
generally get around to something to do with sex eventually.

I'm sitting here beside Mike listening to these guys, all
nice guys, talking and joking about their past sexual
adventures and what they fantasized about when Bobby said,
"How about you, Katie? Don't women have fantasies too?"

Mike and I looked at each other and laughed .. which, I
suppose gave away the whole thing.

"O.K., you two", John said, "give it to us. What exciting
fantasies do you have ... and I can tell that you have some?"

I could hear myself saying I had lots of fantasies, but there
was one in particular that, although I had only heard rumors
and knew very little, would love to know more about.

They were now all looking at me intently, so I took another
drink of my Rum and Coke and looked at Mike who smiled at me
while giving me a slight nod.

With that reassurance, I started telling them how curious I
was about "gang bangs", as Mike and the girls at work had
called them, being really curious about what they really were,
and maybe wanting to try one.

At first they all just looked at me with their mouths open, then
they each started to smile and Bobby punched Mike playfully on
the arm as he said, "You lucky dog, you!! Why can't I ever find
a woman like that?"

As we all laughed about that, one of the men, John, said that
he had been part of one a long time ago and that he also loved
it, as did the woman they were with.

Bobby and Stephen admitted they had never been part of a gang
bang, but they had read about them and also sometimes thought
of being in one. It seems that most have heard of gang bangs,
but few have ever been in one.

Then Stephen looked at me and asked, "Katie, what do you
know about gang bangs? Do you know anything about what goes
on in one?"

"No", I replied, "I don't really know very much at all beyond
what Mike has said and what I've heard joked about. Mike
and I haven't really talked very much about them at all."

They all sat back and chuckled, then John asked, "What do you
THINK happens in one, Katie?"

"Well, John, all I know is that there is one woman and more
than one guy. I have always thought that one woman was
seductively undressed by some men until she was nude with them.
She could enjoy their appreciation and being looked at while nude.
Beyond that, I guess people just do what feels good to them",
I replied.

"Yes", John said with a grin, "I guess you could say that
everyone does just about that".

Mike then interjected, "Hold on here, guys. You need to
understand that Katie is not into any rough stuff, has
never experienced sex with more than one man and that her
whole personality is based on gentleness and love. I am the
only man she's considered being with ... except in her
fantasies, of course."

"No", Stephen said, "We can see that she is a tender flower of
a lady and has to be treated as such, but there's a lot more
to a gang bang than holding hands and kissing, Katie."

That brought a round of laughter from all of us, but I knew
then that, as Stephen said, there was a lot more to a gang
bang than I had thought.

From the look of these guys when they talked about it, any
woman in a gang bang was going to have a great time, but she
was also going to be busy pleasing all the men with her.

That thought frightened me a little, but also excited me.

After another round of drinks Mike said we better stop
overnight somewhere close since it was getting late and we
had a few drinks under our belts. That way we could stay at
the pub a bit longer and would feel better and travel
better in the morning.

With that decided, we stayed at the pub talking for about
another hour and, as we got to know the men well, they turned
out to be really nice guys,decent sorts ... and we had a lot
of fun laughing and joking with them.

Now, however, I was aware that they were looking at me
differently. Still pleasant and sociable but there was now
a look in their eye that told me I had hit a nerve with my

Then Mike said "Katie I think we better book in somewhere now
before all the motels close." I agreed...

We said goodnight to the three as Mike gave John his address
and told him that they were all welcome to pop in and say hello
if they were ever in our area.

We did not have far to go before we found a motel we liked. It
was nice and clean with two single beds, but as I said to Mike
... we only need one. We laughed at that.

Just as I was getting undressed for bed there was a knock on
our door.

I looked at Mike and he didn't say a word. He just looked at
me and smiled.

Unknown to me, he had agreed with the guys that they could
come along to the motel as well and had explained to them
that I was shy and a little frightened of new things so it
was better if they just showed up.

As Mike opened the door and invited them in, I smiled at them
and looked at Mike.

I knew then, just by his look, that everything would be OK.
Mike had obviously set this up at the bar for our enjoyment,
but primarily for mine.This was a gift to me. 2800 miles
from anyone who knew me I was being given four males to play
with ... safely.

Also unknown to me, Mike had four premixed rum and cokes in
his cooler that he had made at home and brought knowing how
much I enjoyed them and now he poured one into a glass for me.

Two drinks will relax me, but any more makes me makes me giddy
and silly which I was feeling after the three drinks we'd had
at the pub. Now, though I could feel myself shaking nervously
inside, I drank this one in nearly one gulp.

Soon we were all arranged on the two beds and the chairs
around a small table chatting, getting to know each other
better and laughing over funny things that came up.

I was feeling nervous and a bit excited, but also tired from
the trip so I said to them, "If you don't mind I will go get
changed and washed for bed."

Rather than sift through my case in front of all the guys to
find my nightie, I took the whole case into the bathroom with
me so I could freshen up and then figure out what I would wear.

While in the bathroom I looked at myself in the mirror and said,
"You want this, so why be nervous? Mike's right here with you.
You know he'd never let anything hurt you, so what's your problem?"

Instantly, I was no longer frightened, still very nervous,
but in a good way now.

I could hear Mike and the other guys laughing and joking so
I decided to wear a very flimsy nightie which didn't leave
much to the imagination ...

I had packed it for Mike's enjoyment, but knew they would all
appreciate it as much as he would. As I slipped in on I decided
to not wear my robe, but to go out in just the nightie.

As I walked out they all stopped talking and just stared. That
told me (and I could see) that they liked it.

I was so nervous that I was shaking like a leaf, but also
happy. The look on Mike's face gave me all the strength I
needed to walk right into the room and say, "Well boys,
you like?"

And they all said at the same time "YES...!!!"

Mike walked towards me, gathered me into his arms and
hugged me close while he whispered, "You look stunning,

As he said it he slipped my straps off my shoulders and my
gown fell to the floor... I heard gasps from across the room!!

Since I hadn't put on any panties (Mike knows I don't sleep
in any), I was now standing nude in front of Mike and three
men I had just met a few hours before.

For the first time one of my all time favorite fantasies was
coming true. I was nude and being looked at.

While still with his arm around me, Mike put another drink into
my hand as he led me to the closest bed. I could feel the rum
from the previous drinks taking effect, but this one tasted just
as good and would only help me relax more.

With four drinks in me and with Mike close beside me I felt
really daring and said, "Well guys, want to play? Any of
you want to show me what really does happen at a gang bang?"

They all laughed at that, but just sat there staring, so I sat
on the edge of the bed and told them to take their clothes off
as I felt out of place being so under dressed.

They laughed again, but quickly did exactly that. Soon all
their clothes were in heaps in the corners and I was now
looking at four nude men whose cocks were quickly becoming

I could see they were nervous as well which helped me get
over my nervousness and shyness.

Mike came to sit beside me and put his arm around my waist
while he kissed me and started caressing my breasts. Knowing
the guys were there watching only added to my excitement
which increased more as Mike looked over the guys and
said, "Why don't two of sit over here with us."

John and Bob wasted no time getting across the room. Now I
had Mike and John on either side of me and Bob kneeling
behind me. The image of that alone gave me shivers.

Mike was still holding me close and kissing me, but now slid
his hand up my side and began fondling my breasts and lightly
tweaking my nipples, which he knows I love and heats me up
really quickly.

I was still wrapped in Mike's arms, enjoying his kissing, his
caresses and the mental image of being nude in front of four
good looking men when Mike pulled his lips from mine and said,
"Come sit here, Bob, so you can each take a nipple and I can
have a go at her pussy."

Mike stood up and Bob scrambled over to take his place beside

From there everything just fell into place. I could feel the
excitement of getting my pussy felt and my tits fondled, I was
in heaven.

Mike knelt between my knees and started to finger my pussy
and I started to feel a climax coming on fast.

John and Bob sat on either side of me making my tits feel
really good by squeezing them and pulling on my nipples
which I really like and really gets me going.

By now Mike was licking my wet pussy and I was having more
enjoyment than I had ever had when I noticed Stephen standing
near us just watching.

I reached out and said, "I don't want you feeling left out,
Stephen, come closer." I took his cock in my hand and started
to play with it. Very soon, I felt it starting to get harder
so I pulled him closer to put it into my mouth to lick and
suck it while Mike knelt between my legs and started rubbing his
cock on my clit.

I gasped, "Please, Mike, I want more", and I could feel it
starting to slide in more and more, deeper and deeper.

I arched my back wanting it further and further in me ..

At the same time I put my hands behind John and Bob's head,
pulled them close and said, "Suck my tits. Please. It
feels so good."

To think, I had one cock inside me and one in my mouth with
two more nearby whenever I needed them and those two were
attached to two guys who were now sucking my tits, this
really was heaven.

I squirmed about, moaning and I was getting so excited I think
I let out a yell as I climaxed, saying, "Yes, More...more!!"

Mike was really pounding my pussy and my nipples were getting
so hard from the guys sucking them that I said, "Lets try
everything. Show me, guys! Show me what I need to know about
gang bangs."

We all laughed at that.

Everyone was now relaxed and loving every minute...

I stopped sucking Stephen's cock (but kept jacking it) as I
heard one of the guys say, "I need a break."

One of the guys (Bobby, I think) moved over to the other bed
and said, "I'd better slow down. I want to enjoy this and
don't want to cum too soon."

From the other bed he slowly stroked his cock and watched
while I turned back to sucking Stephen's cock.

Just having Bobby intently watch me sucking Stephen's cock
gave me an another unexpected thrill.

After he had cum in my pussy, Mike slowly slid out and went
to the bathroom saying that he'd be right back. In just a
minute he came back and gently cleaned me up with a warm
washcloth while John continued playing with my tits and I
continued sucking Stephen's cock.

Glancing at Mike around Stephen's cock, I could see that he
was enjoying seeing me have this much fun almost as much as
I was.

It didn't take but a few minutes and Mike was back to licking
my pussy and sucking on my clit. I could feel my arousal
climbing again until all I wanted was another climax.

After a few more minutes Mike stopped licking my pussy and
said, "John, how about getting down here and changing places
with me? This is some really prime eating pussy here and it's
going to need some attention while I get my cock sucked for a

"You bet", John replied eagerly, "I've been watching you and
wanting some of that pussy ever since Katie came through the
bathroom door."

Mike came up to kneel beside my head, but not before leaning
down to kiss me deeply.

By this time I was so excited and aroused I bent over and took
Mike's very hard cock into my mouth while I kept hold of
Stephen and jacked his cock as I rubbed it over my nipples

Oh it felt so good, I licked Mike's cock all along the shaft
then took it right into my mouth.

Meantime John was eating my pussy like a starving man and I was
loving every minute of this.

It wasn't long, though, when John stopped licking me and I got a
whole new experience and a whole new excitement level. I didn't
dare look, but I felt the bed move as John changed his position
and suddenly I felt a hard cock sliding up into my wet,
slippery and hungry pussy.

I had never considered that anyone but Mike would fuck my pussy.
Lick it and play with it, yes, but not fuck it. I must have frozen
or given Mike some indication of my concern because he leaned
over, pulled me close and kissed me again and again while telling
me how beautiful I looked and how much he loved me.

I knew then that he was alright with John being in my pussy and
was enjoying my fun and excitement right along with me. I was
suddenly too excited to talk, so I just smiled him and went back
to sucking his cock while lifting my bottom up off the bed so
John could get deeper into my pussy.

This was far more than I had ever dreamed of doing, but I was
also realizing an even better fantasy and it was tremendously
exciting to picture all this as though I were watching it from
across the room.

I was laid back on the bed nude, sucking a cock and being
fucked while Stephen played with my tits and Bob stroked his
cock while watching us from the other bed.

They all could see everything and that was a huge turn on for
a woman who fantasized about being looked at.

How we got into the position, I don't know, but soon I was on
my hands and knees and John was taking me from the back and
really pounding hard into my pussy. I could feel and hear
his balls slap against my thighs and bottom.

I still had Mike's cock in my mouth and Stephen was now lying
on his back under me holding onto my tits as they bounced
about while I was getting fucked deep and hard from the back.

By this time I lost count of the climaxes I had.

Knowing Mike was happy for me and enjoying the attention I
was getting, he bent down, kissed me and whispered, "You are
marvelous sweetheart. I love you."

I was so enjoying this treatment and the feelings it was
giving me that I felt I could go on forever and I told Mike
so. He just smiled at me and kissed me again.

I was trying to think of things that I have never done before
as Mike arranged this all for me and I might never get this
chance again.

I wanted to experience everything...

Before the evening was much older, I had sucked all their
cocks and they had all taken turns eating my pussy and fucking
it well ... really well.

Most of the time I had two cocks in me, one at each end, while
I had my tits sucked and squeezed at the same time. Every
little while, though, the guys would trade places and I'd be
the same way, but with different cocks in each place.

About once an hour we'd all take a break to visit the bathroom,
clean up a bit, to relax a moment and get a drink.

Mike and I went into the bathroom together and scrubbed each
other in the shower. Then Mike dried me gently and held me
close. Needless to say, we had a short, but intensely loving
fuck in the bathroom.

Then it was back to the room where it wasn't long before I was
back sucking more cock and being fucked. I was having the time
of my life.

Near midnight, everyone, including me, was about worn out ...
but totally satisfied.

The guys all got dressed, thanked us for a wonderful time and
left amid invitations to come back to visit.

As Mike saw them out and locked the door, I just laid on one of
the beds, totally worn out, but relaxed and feeling very good.

Mike then came out of the bathroom with a warm, wet towel and
proceeded to wipe me down and then to dry me with a fresh clean

Now that was really heaven.

A bit cleaner and just plain spent, Mike held me close, but
gently and whispered in my ear how much he loved me.

That's how we woke up the next morning. I don't think either
of us had moved the entire night.

Sometimes real life is even better than fantasies. I can tell
you that a real gang bang is far better than a fantasy ...
any time.


See Part-2 for what happens during a break.


2017-08-15 16:33:04
I liked the story. The only down point is u only said when Mike cum. U never said where the rest cum. But still 10 out of 10


2017-07-16 19:45:34
Nice I like it when everyone is a gentleman.


2015-06-10 01:24:26
Great story!

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