It was Thursday night and I was driving back from New York City to Harrisburg, PA. For those of you who have taken this route through Pennsylvania, you know how boring it can get. When I'm trying to stay awake on this stretch of road I drink a lot of coffee and think about sex. That night I was thinking about what to tell Diane when I saw her the next evening.

Diane is my girlfriend who I am thinking about popping the question to. One of the reasons we work so well together is we are totally open about sex. She is the first woman who encouraged me to share all my dirty perversions, and was not freaked out when I did. In fact she was not only unfazed by my fantasies, but she is truly turned on and encourages me in fulfilling as many as possible.

I was in New York City on business the last few days, and last night during our call she got me hot telling me about how she exposed herself to truckers during that morning's commute. She went into detail about how it had started when she was playing with herself while stuck in traffic. Diane likes to wear short skirts and no panties with her business suits, and the combination gives her plenty of opportunity to reach down and pet her perpetually hot puss.

Because it had been a few days since we had fucked, she told me she was doing more than petting when she noticed a big rig keeping pace with her. The passenger, a young black guy, was looking down at her exposed lap where her thumb was circling her clit and she had a finger sliding deep inside. Since Diane drives a tall SUV, she knew no other driver could see her so she smiled at the guy and unbuttoned her blouse so he could look down her ample cleavage too.

The guy gave her a big thumbs-up and she smiled again as she scooted around in the seat until her skirt was up around her waist, and added another finger to her box. Traffic had come to a standstill giving Diane freedom to take her other hand off the wheel and pull down her demi-cup bra. She pulled her generous breasts free of her clothes and looked back up at the guy next to her as she caressed and pulled on her nipples.

The passenger was nearly breaking down the window of the truck to get a better look when a symphony of horns started behind them. Even though the truck moved on, Diane was thrilled by the show she had given and was able to finger herself off without wrecking. While no one else could see her hand working in her lap, she was pretty sure the guy in front of her also got an eyeful because he was glued to the rear view mirror most of the way downtown. It was only when she pulled into the parking garage that she finally tucked her breast back in her bra and blouse and pulled down her skirt.

While she told me this story I was stroking myself off. Every once in awhile she would break her narration and ask me how hard I was and if I was getting close to cumming. When I finally was ready she cheered me on with deliciously foul talk of taking my load in her cunt and having me feed it to her one sticky finger at a time. How can you not love a woman like that?

Afterwards she gave me an assignment to come up with a better experience than her story before I saw her in two days. Fantasy was okay, but reality would be better. If I had time I would have gone to some of the peep shows I know in the City. They were usually good for at least a hand job if nothing else. But my schedule was tight and now I was driving home after drinks with a client.

One of the biggest problems with this route was the lack of rest areas. So by the time I hit I-81 I was nearly bursting from the coffee I had been drinking. Finally the sign for the rest stop at mile marker 80 passed by and I was ready to pull off.

The rest area was just off to the west of the highway, and I quickly parked and went into the bathroom. This rest area was not too big. In the bathroom there were only two urinals, and three stalls. It was empty when I came in, but just as I unzipped another guy walked in taking the urinal next to me. I could not help but sigh as the piss streamed from me. Chuckling the guy asked, "Been holding it awhile?"

"Yeah," I said glancing at him. "If I had to wait much longer my eyes would have turned yellow." He was cute, in a clean cut young man way, black hair trimmed short on the sides with long bangs, light tan, and an easy smile.

I was finishing up and started to shake off when I noticed him checking out my package. I smiled and kept shaking. It was a rush having a cute guy check me out and I could feel it start to thicken and grow. He was done too and I looked to see him also hardening. Finally I looked him in the eye and said, "Nice dick you have there."

"You too? How long are you?" He asked as we both started to outright stroke our cocks.

"Somewhere between eight and nine. How about you?"

"Just seven." He said turning more towards me. He was fully hard and I could see it was a thick seven at that.

"Still more than a mouth full. It's been awhile since I sucked on something that thick and juicy. My mouth is almost watering." That was the truth. I came to terms with my bi-sexual nature in high school, but I've always been drawn more to girls than guys. Sex with guys was a fun diversion once in awhile, but I never found a guy I "loved." Diane really got off on watching me with other men, and we had a couple from Pittsburgh that we hooked up with every few months, but the guy was a thin five inches. That is good up the ass, but not much of a challenge to suck down. Still what he lacked in size he made up for in skill. Diane was always encouraged me to find more cock to play with. If she could share, all the better.

"I wouldn't mind wrapping my lips around that meat, too." He said nodding over to the stalls. "Want to go behind closed doors?"

Before I could reply we heard the door open and barely got turned back to the urinals before a man and his kid came in. They went into one of the stalls and we heard the guy reminding his kid how to use the potty. By unspoken agreement we zipped up and went to wash our hands. More people came in and we could tell our moment had passed. I still was hoping for some action and followed my new friend outside where we could talk.

"I hate getting interrupted like that." I said smiling at him. Diane always said that I could charm the devil when I smile. I hoped that my new friend would agree even in the harsh lights of the rest area. I am often described as "striking" with piercing blue eyes, dimples when I smile, and white hair that makes people think I am older than my 33 years. I keep in shape swimming laps at the gym and jogging when I'm traveling on business. "So," I said trying to figure out where we could go, "do you have time to play?"

Just then a girl came over and put her arm around him. She was a cute slender blond that looked barely out of high school. "Hey sweetie." She said kissing his cheek. "I got us a room at the Howard Johnson about eight miles from here. What did you find for us?"

"Well, this is a nice guy who has a huge dick. And he seems willing to share. We were just talking about sucking each other off somewhere." He said giving her a squeeze. "By the way, my name is Steve and this is my girlfriend Lizzie." He said making introductions.

"I'm Nate." I said extending my hand reflexively. He shook it strongly. "I hope it will be my pleasure meeting both of you." I shook Lizzie's hand next and she smiled a big grin at my little joke.

"So Nate, do you like girls too or are you just into man-meat?" She asked directly.

"I don't see how anyone could turn down a little hottie like you. Yeah, I go both ways, but I was really hoping to suck on your man's cock. Are you willing to share?"

"Share and play, if you want."

"I want. So does she always use you as a bait to set up three-ways?" I asked Steve.

"Depends on what we are fishing for."

We had reached the parking lot and Lizzie said, "We have that big U-Haul, do you want to follow us to our motel?"

"I haven't eaten yet, would you two like some beer and pizza?"

"That would be good, we haven't eaten since New Haven." Steve said.

"You got a room at the HoJo, right?" Lizzie nodded and I continued, "I'll pick up a pie while you get settled in and meet you there."

"Okay." Lizzie said, "But don't take too long or we might start without you."

A quick check on my smart phone showed a Papa John's at the next exit that took orders online. With a few key strokes the pizza was ordered. The beer was harder, this being Pennsylvania and all, but I found a six-pack store and grabbed some lager before picking up dinner. The Howard Johnson was a big white building right off the highway. Their truck was parked around back and Steve was standing just inside the back door waiting to let me in.

"You found it." He said opening the door. He was dressed only in blue jeans with the top button unbuttoned. His chest and abs were firm with a thin stream of hair running into his pants.

"Easy as pie." Their room was right next to the door and he had left the room door propped open so he wouldn't have to worry about a keycard. I heard the shower before we got in and assumed that Lizzie was in there. Before I even put anything down, I trapped Steve against the door and kissed him. He had taken a quick shower and smelled deliciously clean. His tongue snaked into my mouth and I sucked it. Curling my tongue around his, I stroked it while he grabbed my ass and pulled me against him.

I broke our kiss only long enough to put the pizza and beer down on the counter then I grabbed him again. I like kissing guys almost as much as kissing girls. With most girls, it is all about anticipation. You want to take your time to heat them up. With guys the passion is always there ready to explode. Our kiss broke once again as he pulled my blue dress shirt over my head.

Instead of returning to his lips I kissed his neck and trailed down to lick his small brown nipples. Kneeling on the pink carpet I attacked his zipper and pulled his pants down. As he stepped out of them I captured his thick cock in my hands and luxuriated in stroking the warm skin over his rock solid member. There is nothing quite like holding a hard throbbing cock and knowing you were going to make it cum.

I moved in and kissed the head of his cock, licking it, sucking a little at the crown, running my tongue around the head and across his piss hole. Steve moaned and leaned back against the wall as I pushed myself further down his shaft, easily taking the first three inches into the back of my mouth. I sucked on him for a few minutes, letting him fuck my mouth back and forth, until I thought he was getting too close. Then I moved down and licked his hairy balls while I spread my spit and his precum over his shaft with my hand. Steve opened his legs giving me better access to lick and suck his balls.

When I came back up to his shaft I realized we had an audience. Lizzie was sitting in the chair next to the bed dressed in white panties and tank top with her damp blond hair trailing over her shoulder in a quick pony tail. She was sipping a beer and had a hand cupping her small breast to play with her visibly hard nipples. I winked at her before turning my full attention back to her boyfriend.

I went back down on Steve, opening wide to fit his girth. Licks around his crown got a moan from him before I dove down on his shaft. On the first dive I got nearly half his cock. The second try I was a little bit further. With the third thrust I relaxed my throat muscles and managed to swallow him all the way down. "Oh God that's good!" Steve exclaimed as I stayed there letting my throat muscels ripple around him until I had to come up for air. I sucked his tip and fisted his shaft for a minute before diving back down.

Deep throating takes some skill and is not comfortable, but the thrill for the guy makes it worth it.

Steve's moans let me know he was loving it. He was also getting fairly close to cumming so I backed off to fuck my mouth over the first few inches and fist the rest. Steve warned me that he was cumming, and I kept him in my mouth to taste the ropes of cum launch from him. He gave me a nice sized load, making me swallow twice before he stopped shooting. I sat back, savoring the tangy flavor as it rolled across my tongue. Glancing at Lizzie, I saw her hand was now down her panties and she was going to town. I opened my mouth to show her the pearly seed that was still in there. She beckoned me over with her free hand and pulled me down to kiss her, forcing me to spill her man's seed into her mouth. We kissed for awhile and I cupped her left breast. She was smaller than Diane, barely a handful, but very firm and she had large nipples that just begged to be played with.

"God that is hot." She said breathless. I took her beer and had a swig. We both looked at Steve who was laying on the bed watching at us. Lizzie smiled impishly at him as she reached over to stroke me through my pants. She had the expression of a little girl in a candy store, wanting everything and not sure what to get first. "He IS big Steve. Do you think you could handle him fucking you? I would love to see that. Then I'd love to have it." She said looking back up at me. Lizzie had undone my pants and pulled them down with my boxers. I kicked them off with my shoes as she stroked me from my head to my root.

My cock is deceptively thick, looking thinner because it is so long, but I learned long ago how to do anal so I wouldn't hurt my partner. But as practiced as these two kids seemed, I did not think it would be a problem, so I asked, "What do you think Steve? Should I blow my load all over your pretty girl's face or up your ass? I love giving a good facial, especially to such a cutie, but you are so hot I would really like to do you."