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Part-1 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 him.

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.

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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.

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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.

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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 agreed. 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.

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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 fantasy. 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.

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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, Honey." 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 hard.


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 me.

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 while." "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 towel. 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.

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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. End See Part-2 for what happens during a break.