Brittany was looking at me—what should she do? She had already said she'd open the door in a minute. We were all naked here, cum and sweat everywhere, clothes scattered. We had to cover up fast.

I wasn't scared the least—that was a woman outside, not a man conductor. I could make her my bitch the instant she walked in, fuck her on all fours right in front of Gloria and Brittany, but I didn't want to make it more messy than it already was.

"Calm down, Brittany," I whispered quick. "Let's wear whatever clothes we can find first."

Gloria grabbed her short vest and panty fast—trying to pull the vest over her thick boobs, nipples still fully erect poking hard through the thin fabric, making it uncomfortable and tight. The panty struggled over her juicy ass—cheeks jiggling as she tugged it up, wedging deep between them.

Brittany found her top and shorts—sliding the top over her plump tits quick, nipples poking obvious, then yanking the shorts up her thick thighs and ass, fabric hugging every curve, cum still leaking subtle down her leg.

I found my shirt and shorts thrown across the room—pulled the shirt on fast, but struggled with the shorts. My dick was fully erect, throbbing angry—it didn't want clothes, it wanted warm pussy.

Still I managed—tucking it in rough, the bulge longer than ever, obvious outline straining the front.

We hurriedly adjusted ourselves—Brittany had already told the conductor it was just her and her friend, no mention of me.

"Miss, what's taking so long?" the woman conductor called again, knocking a little harder this time, voice carrying that mix of patience and suspicion.

"Just coming, ma'am!" Brittany replied, voice pitched higher than normal, trying to sound casual but failing a bit.

She glanced back at me one last time—eyes wide, asking silent permission, face flushed from everything we'd been doing.

Me and Gloria were sitting on the bed now—apart enough to look innocent, backs against the wall. I had my hands folded over my lap, hiding the massive bulge in my shorts that refused to go down. I nodded quick—go ahead, open it, we're ready as we'll ever be.

Brittany took a breath, turned the lock slow, and opened the door just wide enough.

The woman entered—and fuck, my dick started throbbing harder the second I saw her.

Late 40s, tall and commanding, but so thick and wide in all the right ways—curves that screamed experience and sin. Nice face—sharp features softened by age, full lips, eyes that missed nothing. Hair pulled back tight in a ponytail, professional but sexy.

Her white shirt was practically begging to be ripped off—buttons straining over massive tits, deep cleavage spilling out the top, fabric pulled so tight the outline of her bra showed faint, nipples poking subtle through.

It seemed like she'd ditched the blazer that was part of her conductor uniform, leaving the shirt alone to barely contain her curves.

The way she walked in—confident stride, wide child-bearing hips swaying in those tight navy pants, material hugging every inch, thighs thick and powerful.

When she entered, I could only see front and side first, but even without the back view, I knew that ass was legendary, built to bounce and take punishment.

She looked at me as soon as she stepped in—after quick glances at Brittany and Gloria. Her eyes narrowed subtle, scanning the room—the rumpled sheets twisted messy, flushed faces still glowing with sweat, heavy air thick with the unmistakable smell of sex hanging like fog.

She could instantly tell something had been happening here—something filthy. The way our clothes were half-on, hurried and crooked, the wet spots on the bunk, the way we sat too close, too breathless.

"Well, well, well… what have we got here?" she said in a playful manner, like she'd caught kids red-handed, but her voice had that knowing edge, lips curving into a smirk.

She looked around us slow—what we'd been doing was clear as day. Then her eyes dropped to my lap—where my hands were "casually" hiding my boner. She could tell—seemed experienced enough to spot a hard dick trying to hide from a mile away.

"Miss, you said it's just you and your friend in here," she said, looking straight at me now, eyebrow raised. "Then who's this young guy?"

I knew she'd bring that up.

"Ma'am, we're all friends—going to the beach on the same trip," Brittany said quick, trying to sound cute and innocent, but her body still aroused—nipples poking hard through her top, thighs pressed together like she was holding back wetness. "We were just… hanging out."

"Not a good time to 'hang out,' huh?" she said, eyes back on me, smiling slow—clearly knowing we'd been fucking, the room reeking of it.

"I would need to inform your mom—you all were having a late-night 'snack' in here," she said to Brittany, tone teasing but firm.

"No, no, ma'am—that wouldn't be necessary," Brittany pleaded, looking cute and desperate. "Could you overlook this one time, please?"

"Yeah… we were just playing cards," Gloria added, voice soft but shaky, in her sexy vest that wasn't even properly on—straps slipped low, boobs almost spilling out fully, nipples hard and red from my biting earlier.

"Wow," the conductor said, looking straight at me, smirk deepening. "Young guys playing cards this late at night?"

"Yeah," I said cool, shifting a little—the bulge slipping more obvious from the side now, impossible to hide fully. "We weren't feeling sleepy… so we thought we'd do something to pass the time."

She crossed her arms—pushing her massive tits up higher, buttons straining more. "But you all can't show your tickets… and you don't want me to tell your mom. What should I do then?"

"I could maybe go to my room and get my phone to show you tickets," I said casual, testing.

"Yeah, you could do that," she replied, eyes flicking to my bulge again, playing now. "But I'll have to come with you—so you don't run off."

She wasn't letting this go—enjoying the power, the tease.

And I couldn't let Lily know I was devouring Gloria and Brittany when she was probably eating dinner alone, waiting for me.

I was just thinking these things when she realized I didn't like the idea. "Not a good idea, right?" she said, smirk widening.

This slutty woman was getting on my nerves—but I couldn't make her mad, not yet. So I had to play along smart. And I knew exactly what I had to do next: make her forget everything besides my dick—turn the tables, flip the power so she was the one desperate.

"Yeah… that's not a good idea," I said calm, standing up slow from the bed—deliberate, letting my body come into full view, shorts tight and low.

My dick came front and center—no hiding now. The bulge fully revealed, long and thick outline straining hard against the thin fabric, head flaring obvious, tenting it like it was about to rip free.

Her eyes dropped instant—locked on it, mouth parting slight in surprise, breath catching as she stared fixed, unable to look away.

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