Recently, I had to take a trip which required a long train ride, about 4 hours. I had a seat to myself and so did the pretty, but overweight woman sitting across the isle from me. She was large framed, wearing a skirt and blouse, her breasts were very much on the large size. She appeared to be in her early 40's. About two hours into the trip, she pulled out a blanket and closed her eyes for a nap. It was already dark outside, and the only light on the train were these small aisle lights and individual overhead lights. I tried to catch a few winks myself, but for some reason, wasn't able to. After about thirty minutes, I glanced over at her and saw she had her head back but there was some subtle movement beneath the blanket. I wondered, "is she masturbating"? The idea of watching her excited me, although, I had never been with a woman, I had always had the desire to do so. She looked completely relaxed, her hand was definitely moving slowly beneath the blanket. Her eyes were closed, her breathing was regular and even. After about 10 minutes of observing her, I felt my panties begin to moisten. I fantasized about walking over and sitting next to her and possibly offering my assistance. I wondered if she would be open to the idea. The few people sitting on the car with us were either reading or asleep, no one would notice, I was pretty sure of that. I kept thinking about it and finally, I said, excuse me " The chubby lady looked over at me, her full cheeks now flushed, her hand stopped moving for a moment. "Yes"?, she said. I smiled at her and she returned the smile. "I could help", I boldly choked on my words. "Would-dd y-ou"?, she stammered, blushing even more in her nervousness. I quickly sat up and walked over to her and took a seat beside her. "My name is Mary", I told her, nice to meet you. "I'm Marie', she replied, "have you been watching me"?, she asked. "Yes", I told her, "and it got me very aroused", I told her. Marie stated, "I generally travel a lot but have never been this horny on a train before", she said with a nervous giggle, causing her large breasts to heave up and down. "It's ok Marie", I said, patting her arm, "I completely understand". I turned more to face her, and pulled the blanket up over her chest, my hand crept beneath it and rested on her heavy left breast. Immediately, my hand began to tremble as I felt the weight of it beneath my fingers. I massaged her breast for a few moments, causing her to lay her head back once again and moan. "Oh gosh, that feels wonderful, I have never had a woman touch me before", said Marie. "It's my first time also", I admitted. Just then, I felt her hand move slowly beneath the blanket, she had resumed her masturbation. Feeling more bold now, I reached up to undo the buttons on her blouse, I just had to feel those large breasts without the hindrance of the fabric. My hand slipped inside, feeling the lacy bra she wore. My fingers and palm trailed over her nipple and felt its hardness beneath the tight confine. "Oooo-ooo", Marie cooed, her right hand still moving beneath the blanket, "I like that", she whispered, still keeping her eyes closed. "You have beautiful breasts Marie, I love them, they are so big", I whispered back. My fingers sought her nipple and found it, I gently squeezed it through her bra, eliciting a soft moan. I reached over and did the same to the right breast, the nipple hardening quickly under my touch. I finished unbuttoning her blouse all the way and discovered her bra unsnapped in the front. I opened those as well, as I had to feel them un obstructed. As soon as they were released, both breasts sprung free into my hands, large, weighty and warm topped with cherry sized nipples just begging to be sucked. I ran my hands over them, relishing in their massive size. My fingers brushed against each nipple and felt beneath her orbs, lifting them, hefting them. "Oh yessss-sss", she moaned, her fingers moving faster beneath the blanket. "Slow down Marie, take it slow", I whispered to her. I didn't want her to come too soon. I leaned my head down and lifted her left breast up to meet my mouth, I licked all around her areola which was as large as my fist. My tongue flicked over her cherry sized nipple and I quickly engulfed it into my mouth. "Unngggg", she hissed, lifting her large hips up then down on the seat, "Oh God, that feels so good", she moaned quietly. I reached down to her arm, and slowed the motion, my hand moved down to her hand and pulled it away from her opened legs. I rested my hand at the top of her crotch and discovered she had on no panties beneath her skirt. Her pubic hair was very tight and bushy, my fingers crept lower until I felt her extreme wetness. Her labia was large, rubbery and very juicy as my fingers sluiced through the open lips. I was more turned on than ever in my life, at that moment, I wanted her more than anything. My mouth continued to suck on her large nipple as my fingers sought her clit. Then I felt it, it stuck out as much as my pinkie finger, wet, slippery and very sensitive to my touch. "Unnggg, that feels fantastic", Marie moaned, her words a hoarse whisper, she opened her thick legs a little further in the tight confines of the seat. My mouth continued to suckle on her nipple, my tongue flicking it harder now as I grasped her clit between my thumb and finger stroking it as though it were a small penis. Her moans increased. I moved my fingers down and slid two into her slick, wet pussy and used my thumb to rub just the side of her clit. In and out, in and out, my fingers slid into her. My mouth never left her nipple. Marie had her head back on the seat, her chest was rising and falling. Suddenly she reached over with her hand and slid it up my sweater, her fingers massaging my breast. After a few moments, I felt her hand lift my bra up over my breast and her fingers quickly grasped my hardened nipple. "Oh yessssss, God, it feels so good, Mmmmm-mmmm", Marie hissed through her teeth. Up and down her hips moved on the narrow seat, my fingers still sliding in her tight, wet channel, my thumb still massaging her distended clit. "I want to feel you come", I whispered to her, "come all over my hand". "Ohhhhh-hhh Mary, I'm so close", she whispered. In and out my fingers plunged, faster and faster, my thumb never losing its strumming on her clit. I allowed her nipple to pop free for a moment from my mouth and used just my tongue to flick it back and forth across its turgid point. Her hand was frantically pulling on my entire breast now, moving over it, causing me to shiver. My panties were soaked, I needed to come soon myself. "Oh my God, I'm going to come Mary", and with that, her hips bucked up and down as she clamped her heavy thighs together. I thrust my fingers in her juicy pussy and slowed my thumb movement down so as not to cause her any pain. I felt the walls of her pussy tighten as it gushed even more of her wetness into the palm of my hand. Slowly, I slid my fingers out and gently cupped her bushy mound as her orgasm ebbed. My mouth returned once again to her nipple, gently sucking and licking it as she calmed down. Her cheeks were flushed, her eyes still closed as she held my breast in her hand. I released her nipple and rested my head on her shoulder. I removed my hand from her pussy and brought them up to her lips and shuddered as she licked her own juices from my fingers. "Feel better now?", I whispered, half jokingly. "Oh my yes", Marie chuckled, "thank you so much", she sighed. "Now, allow me to return the favor please, I so want to touch you the same way". "Mmm-mmm", I moaned, at the thought and kissed her on the lips. We still had another a few hours to travel, we had time. (story to be continued)