We all like to do a bit of people watching and I had plenty of chance to on my weekly commute home on the train. It was doing this that I eventually realised that a guy shared the same train as me and we would often nod hello. He was about 45 I reckoned, 15 odd years older than me, well presented and always carrying a brief case, just like myself. Although we rarely spoke anything more than a hello, we developed some communication in the shape of pointing out other passengers if interest, sometimes for a laugh, sometimes in disbelief and sometimes for appreciation. As spring departed and the weather warmed up, there was always very pleasing sights of girls of all shapes and sizes generally in less and less clothes; the stifling heat of the train was great for making women wear as little as possible! It was not unusual for either of us to end up getting disapproving looks from people as we would get caught ogling or faking a grope move as some one went past us. It was on a particularly busy Friday that I got a very interesting surprise. The train departure was delayed about an hour due to a prior cancellation which meant we were stuck with the local college turning out. As regular business passengers, we had booked seats, but there was still a multitude of people crammed in around us. I was opposite my fellow passenger, whose name I discovered much later was Pete, in window seats. Some kind of sports team was on the ride and I was amazed, not believing the view of tight young bodies (college age); the girls were all amazing, a wonderful mix of big and small breasts all squeezed into tight sports tops, some of which were cropped showing off firm stomachs. Who caught my eye most from the group however, was one of the lads. I wondered if he was wearing his gear as a joke or a dare, a tight white tee short and very tight jogging bottoms, so tight that they followed the contour of his leg muscles and left absolutely nothing to the imagination at his crotch – what looked like 6 inches of soft cock was tucked in, leading up and to the left. And think that my mouth may well have dropped open and my mind began to wander when Pete's foot caught mine and I was snapped out of it, almost a sense of guilt washing over me. My face flushed a little. It turned out though that he had done it deliberately and I looked at him and he was just grinning at me; he had clearly caught me staring! Ne nodded me to look back and I mouthed, 'I know!” but he shook his head and nodded ever so subtly, but clearly wanted me to look further than this guys cock! I casually swigged from my bottle and slowly turned to look and I swear I nearly spat the mouthful of water back out, near the door was a woman who clearly had her hand in the trousers of the man standing next to her. I looked back at Pete and he simple nodded grinning. Looking back, this girl expertly was looking around casually making sure her actions were not rumbled, but everyone was so busy with their own journeys that the coast was clear. I flicked my eyes to Pete and then back, we were both watching this guy get a hand job. Her access to his cock seemed tricky, looping in over the waist band, but she managed it and from the ripples in her elbow it was clear that she had sped up. The train began to slow and as we watched, a wet patch appeared, I looked up and to his credit, aside from his face being very red, you would not have known he had just come. The train stopped and she used the motion to slip her hand out, one last look around, I am sure she flashed a grin at Pete and then the pair got off the train. My mouth was dry as I turned back to Pete who was grinning still and looked down to my crotch. I followed his gaze and was embarrassed to see my cock tenting in my trousers. He smiled reassuringly and nodded down to his own crotch. His hand was across one leg and I could see he was in a similar state, but was holding his down. He said something, but quietly and I could not here. “Pardon?” I almost shouted to get my voice above the general hubbub of the carriage. He frowned inquiringly back and put his had to his ear telling me he could not hear me. Again with the most subtle of movements, he gestured behind him and got up and walked to the back of the car. Adjusting myself, I got up and went after him. “So loud in there,” he said as we stood in the polar opposite quiet the other side of the door. “God that was horny!” “Yeah” I replied quietly. “Made me pretty hard,” he carried on, “and I saw it made you hard too!” I stayed quiet, not really sure what to say. “Or was this that guys cocks that got you hard?” I stayed in silence, quite scared really. “It's okay,” he said softly. The toilet door opened suddenly and a women stepped out and excused herself past us to get to the main door. Without a word, Pete stepped in and grabbed the sleeve of my shirt, pulling me in behind him. I was surprised that there was quite such room in there, but we both stood comfortably. “I need to come,” he announced as he went for his belt buckle, “and I thought you might like to see the real thing... not all wrapped up I mean!” He pulled me close and I flinched, so was very relieved when he moved me aside and we swapped places. Moving slightly, my legs touched the loo and I looked to check I was going to sit on the lid and not fall in! Undoing his shirt, Pete revealed his hairy chest and slight beer belly before tugging on his trouser button and the awkwardly (there was not that much room!) pulling them and his pants down. Once he was standing straight again, I could see what he was previously hiding where he sat; his neatly trimmed pubes sat around his semi hard cock, I could not take my eyes of it as he circled his hand around it and began to gently stroke it. In my peripheral view, I could see he was looking right at me and I dreaded how hungry my eyes looked as they studied his hard cock, now swelled easily to a thick 7 inches. I especially liked watching his foreskin roll back with each stroke over his fat helmet. “Oh yeah you like that!” he whispered and I could not answer my mouth was so dry. I tried to speak, but instead I found my tongue trying to wet my lips. “Oh yeah,” he repeated, breathing a little harder now, “you fucking like it, my cock has made you hard again!” I knew he was right without needing to check. “Let me see it.” I stood and fumbled with my fly and pants and in the end, gave up trying to get it out through my fly and simply let my trousers and pants drop to my knees. He moved near me again and I was surprised that I was more relaxed now, I thought I would feel more vulnerable. My eyes still on his cock his put it next to mine and rubbed them both in his hand job stroking. From nowhere he pulled a condom and put it in my hand. He moved back and hoisted himself up a few inches to sit on the basin lip. “Come on!” he said, and I sensed a hint of urgency in his voice, “Put it on!” I focused my effort on tearing the foil wrapper and rolling the rubbery sheath over my cock. Pete was thumping at his cock now and as I rolled it to the base he lifted his legs. “Yeah!” he grunted, “Now fuck me!” In a trance I moved forward and he soon grabbed my shirt and pulled me forwards quicker. With a slight bend in my knees I soon found myself nicely poised just lower than him and angled my cock up to below his balls. I immediately met resistance and despite him adjusting and pulling his arse cheeks apart, I could not get in him. He spat on his hand and I looked up to see his dribbling saliva into it. Reaching down he clasped my cock and I trembled at the touch even through the condom. He smeared it all over the tip and as he released, he put his hand to my waist. I lined up and pushed in. I could feel the tightness of him on my cock, but little else thanks to the rubber, but he definitely felt more. His head flew back and hit the window frame and he used both hands to hold his legs up allowing me to push in to the hilt. “Oh yeas!” there was no mistaking a growl in his voice this time, “Fuck Me!” I obliged and he panted and moaned with each thrust. My motion got harder as well I noticed as I felt his cock, still rock hard, bounce of my stomach. A bleep emitted from his phone and he gasped aloud, looking at me, “Make me come!” he pleaded. I took his cock in my hand and wanked it hard, remembering the abuse he was giving it a little while before. Straight away his body tensed and I knew he was on the last approach. I carried on banging into his arse and in no time his moans turned into yelping cries. His legs locked and his breathing stopped so I knew it was time. Pumping frantically with my hand, I I stepped out, slipping from him. I got my lips to him just as the first shot of come left his cock and savoured its taste in my mouth. I swallowed it straight down and then tugged him more and his moans kept in time with more squirts, giving me a tasty mouthful. When the spunk stopped, I felt him soften instantly and took the chance to suck him all in and swill his cock around. A gentle hand on my head drew me upright again and his cock 'chupped' from my lips. I look at him, Pete was already doing my shirt, his face bright red. I tried to look at him innocently and then opened my mouth, showing him his spunk on my tongue. He buttoned his trousers back in place and then I swallowed. He was doing something on his phone as I pulled off the condom and got myself straight. It was clear that there was nothing more going to happened right now, but I was fine with that... I had had a huge a mount of pleasure! His phone bleeped again and he read a message before telling me, “The coast is clear!” with a smile. We stepped back out into an empty corridor and went back to our seats. I was suddenly aware as we sat there continuing our journey, that Pete had had some help, some one keeping watch out. I looked around the cabin wondering who else might get up to such naughty train fun!