Barbara looked up at the young blonde as she walked down the airplane's aisle, carefully checking seat numbers. She looked frightened and excited at the same time. Big blue eyes tried to take in everything at once as her gaze darted across the cabin. Reaching the empty seat next to Barbara, she checked the seat number again and then smiled nervously as she sat down.

Barbara guessed her to be about 19 or 20, probably her first time away from home. She wore a plain white blouse and matching blue skirt. Watching her read the emergency card in the forward pocket, Barbara could only image what she would be like when they actually took off.

"First time?" Barbara asked.

"I guess that's pretty obvious." She answered. "I'm normally not this uncoordinated."

"Don't worry about it, I've been flying for almost twenty five years now, it gets so I worry more about crossing midtown in a cab more than I do about flying to Los Angeles."

"Samantha Thomas." She said as she extended her hand. "My friends call me Sam."

"Barbara Logan." Came the reply. "Nice to meet you. Don't worry, by the time we get to LA you'll be a veteran."

"Just don't be surprise if you find me holding your hand for support when this thing takes off." Samantha said.

Barbara's smile dimmed just a little. One of the reasons she usually took the Redeye from Newark to LAX was so she could sleep and arrive rested for a morning meeting. Now she began to worry that she would be up all night baby-sitting Sam. Then, thinking back to her own first flight and how worried she was about it, loosing a little sleep to help Sam didn't seem too high a price to pay.

Ten minutes later, the flight attendants had finished their safety speech, one which Sam had followed with a kean interest. The fasten seat belts light had come on and the DC-10 took its turn on the flight line.

Barbara could feel Samantha tensing up when the cabin filled with the roar of the jet's engines as the pilot brought them up to full power. As the plane began to rush down the runway, Barbara reached over and took Samantha's hand in her own.

Sam gripped her hand tightly as the wheels of the jet bumped once then took to the air. The night sky filled the small window, leaving the city lights quickly behind.

After about ten minutes of climbing to gain their cruising altitude, the seat belt light went off. People then began to move around the cabin and get as comfortable as they could. A casual look around her told Barbara that most of her fellow passengers intended to sleep their way cross-country.

"I guess I can let go now." Barbara said with a smile. "We made it once again."

"Would you mind terribly if I held on a little longer?" Samantha asked.

"Well, I guess it couldn't hurt." Barbara responded. If that was the most attention she wanted, then maybe she could get some sleep after all.

With that, the 45 year old woman leaned back in her seat and closed her eyes. Ten minutes later she was lost in dreamland.

Roughly two hours later, Barbara woke up, feeling the call of nature. The cabin around her was dark, except for the maintenance lights. Brushing her hair out of her brown eyes, she could see that most of the people around her were sleeping, the few who were not sat quietly reading.

Turning to her left, she saw that Sam was still wide awake. Still holding tightly onto her hand.

"Couldn't sleep?" Barbara asked.

"No, I tried but I'm still too scared." Sam replied. "I hope you don't mind my still holding on, it really does make me feel better."

"Well I'm afraid that you're going to have to let go for at least a little while, I need to use the facilities." said the Redhead.

"Oh, I'm sorry." Samantha sputtered and quickly released her grip.

"Don't worry, I'll be right back." The older woman said reassuringly as she rose and started down the aisle.

She had gone about six rows when she turned and saw Samantha right behind her.

"Figured I should make a stop too." She said.

"Like having a kid sister all over again." Barbara thought, remembering her days with her little sister Jill.

As Barbara exited the bathroom, she decided to wait for Samantha. Standing outside the small chamber, she noted that Sam had forgotten to engage the door lock. No problem though, most of the plane was asleep and she'd stop anyone from walking in on her.

Five minutes turned to ten, and Barbara began to become concerned. Could the girl have gotten sick? Waiting another few minutes, she reached for the door handle and slowly opened it.

"Oh my." She said softly as she looked into the small bathroom.

Samantha sat on the seat, her pink panties down around her ankles. Her head was arched back and her eyes were tightly closed. What had so surprised Barbara was that the young lady had three fingers buried in her pussy and was furiously masturbating.

"Excuse me," Barbara said as she began to close the door.

Samantha eyes popped open and her skin flushed a bright red.

"Oh shit!" She exclaimed. "I'm so embarrassed."

Seeing one of the passengers in the rear seats sit up in response to the curse, Barbara reopened the door and stepped inside. The last thing Sam needed right now was a public display.

"Well I guess that's one way to take your mind off flying." Barbara said with a grin, trying to make light of the incident.

"I really hadn't intended to do this." Sam said. "I just started to stroke myself and it felt so nice. Pretty soon I forgot I was on a plane."

"Then by all means, continue." Barbara said as she again turned to go.

"Could you still stay with me?" Sam asked.

Barbara looked at her reflection in the small mirror in amazement. Never could she had pictured herself standing in an aircraft lavatory at 20,000 feet, watching a girl half her age play with herself. Yet twenty years ago, she could've been that girl.

"I'll stay on one condition?" She answered.

Samantha answered with a quizzical look.

"That you let me help."

The bright smile on Samantha's face was all the answer she needed.

Lifting the girl into a standing position, Barbara reached down and slid her index finger into her pussy. Finding that it was already wet and well lubricated, she soon added a second and third finger. Samantha moaned softly as the sudden intrusion.

As her fingers worked their magic within the young blonde, Barbara pulled her closer and kissed her softly. It was the first time she had kissed another woman since college. She'd forgotten had nice it could feel. Samantha returned the kiss, pressing her tongue against Barbara's lips. The older woman took it eagerly as she savored the taste.