My Motel Fantasy
Introduction:
Like a lot of women, I’ve had some fantasies during my 40+  years, but had never had the opportunity or nerve to live  any of them until now.
By: Pogo123
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Here, again, is a story woven from a fantasy of an old friend.
The ideas are hers, the words and the mistakes are mine.
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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.
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. 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. 
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. 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.
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.
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.
 
   
                        