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  • The coolnels train
  • I sipped my coffee and watched as the new dawn spread over the Grand Mesa. I couldn't help but wonder what silver foxes I would see today. Living in a retirement town has its advantages. I always get a kick out of knowing I am going to see some silver foxes at work. If its not the ones I work with it'll be one of or customers. My little city, Grand Junction, Colorado may not be Sun City, Arizona or some retirement town in Florida, but we do get our share of retirees. Being that we have the mildest climate in Colorado we seem to attract platoons of the gorgeous daddies.

    As I ponder whom I well see at work I can't get one out of my mind. He is a retired Colonel in the Air Force. What a sight he is. He works part time at the same place I do and he is a friend. Our friendship could have something to do with the fact that everything to do with the Air Force fascinates me. I never tire of listening to his stories and I spend a lot of time on the Internet looking up his pals and old war stories for him. As he doesn't use computers and doesn't seem to want to learn I have become his go-to guy when he wants information. I do it for fun as I get a kick out of helping him and he seems to enjoy what I find for him.

    While I love to hear all I can about his service to our country nothing ever seems to match my want to be with him. I have a strong desire to listen and learn but nothing that matches my desire to satisfy him. His wife has heard all the stories and tall tales and no longer seems interested in them. He seems to have a need to tell what he knows and I am welling to listen. I always want more from him though. I have a need to share more than just stories.

    My Colonel friend is in his mid-seventies. He has thick well-groomed white hair that slightly recedes at the front and a white meticulously groomed moustache. He is not quite my height of six feet and weighs a little more than me at around 215 lbs. When we talk I seem to forget I am at work. I try to watch and listen and see any clues as to what he is thinking. Sometimes I get the feeling he wants to tell me more than war stories. When I look into his eyes there is a place inside him he won't let me go. If I was better at conversation perhaps I could get him to let me try.

    Our conversations usually only last a few minutes or sometimes up to a half-hour, depending on how busy it is. Our schedules don't match so it is difficult to see him. He's only scheduled to work two days that I do. But sometimes he fills in for people and I get to see him more often.

    A few times I have touched his hand as we look at a photo or document of some type. At these small moments I sometimes quiver at the touch. I find myself wanting more and then a customer, or my boss, well knock me back to reality. Sometimes no one interrupts and I get hard wanting to be with him. I then have to move behind the counter so no one sees my excitement at the touch. I suspect he knows how much I enjoy this and just won't let on.

    It seems he has an interest in trains as well as all things Air Force. We also share an interest in theatre although Grand Junction lacks in this field. He has shown me several of the programs from the Broadway plays he has seen. My little brother is connected and if the plays travel to Denver he gets me tickets to see some of them.

    I have found the Colonels interests to be varied and complex. At times I wonder if I can keep up in some of the military conversations he has with the other vets at work. When they start talking about the technical side of stuff I smile as if I understand but I have never been known for my intelligence. The other day they were talking about the new Air Force F-22 Raptor and the conversation got technical. I think my colonel friend saw my curiosity about this plane and saw I was struggling to understand what they were talking about. As if he wanted to help me understand the next day he brought in an Air Force magazine and the F-22 was on the cover. It had an extremely interesting article about this plane and what its purpose would be and how its going to replace some older models. I think he understands my enjoyment and curiosity of these war birds. He often has me find info on the planes he served on. The B-17 and B-29 in particular. He was a gunner on these aircraft and even taught at gunnery school on these planes.

    When my friend, the Colonel asks for something it is usually a polite request and I try to do it if I can. With some of his request I get the feeling he is asking to test me. To see if I have the skill needed to complete his request. If he knew how easy it is to get information on the Internet I fear his respect for my computer skills would dissolve.

    ***

    As is our custom, I would normally see The Colonel on Tuesday accept he is taking a trip to Denver. He had mentioned it to me a week ago. He is going over for a meeting with the Air Force Reserves and plans on seeing his son and coming back by train. This trip is not with his wife and when he told me about it he seemed to want me to come along. As we have discussed how relaxing train trips are and how you don't have to deal with the traffic, it seemed like one of our conversations on his past train trips. Then he left an opening in the conversation as if he wanted me to ask to come. Immediately my mind was racing on to naughty thoughts of taking a long train trip with him. I hardly had a chance to think about it when I heard myself say how nice it would be to take a long relaxing ride on the Zephyr. Being an old train buff he said, "yeah, in the good old days when it was part of the Union Pacific, it was called the California Zephyr. Now Amtrak runs it, but I still think they call it the Zephyr." I was curious as to how long the train takes. If you drive it is about three and half hours to Denver from Grand Junction. He said, "With all the whistle stops it takes nine and half hours for the train to get to Grand Junction." This started my mind rolling again about taking a long ride with the Colonel.

    I didn't think he would ask so I tried dropping little hints that I would love to take the train again as it has been since it was the California Zephyr that I had ridden on a train. He dodged and parried and we hinted at each other's interest in ridding the train.

    He then surprised me and asked if I had time to go with him on the journey. Those weren't the exact words he used as he dodged around asking directly, but it was the hint I needed to ask if I could come. When all was said and done it seemed I had invited myself or maybe I just agreed to his hint of me coming. As we began discussing the details of when we would leave, his meeting and seeing his son, my mind drifted off thinking of how I could seduce him.

    I hadn't even thought about a trip at this time of year and getting the time off was a little tricky on such short notice.

    The way it all came together so fast was fantastic. It was almost as if he had planned this. He was to fly over on Sunday and go to his meeting on Monday. He would spend Tuesday with his son and then meet me at Union Station on Wednesday. I would fly over and stay with my brother and visit on Monday and Tuesday. Then I would meet him at Union Station were the train would depart for Grand Junction.

    He made all the travel arrangements and it would seem that it was all going very smoothly. I picked up my plane tickets on Thursday. I was going on a commercial flight but The Colonel was taking some sort of military transport.

    I was in euphoria waiting for the day to come when I flew over to visit my brother and then to come home on the train with the Colonel.

    The Colonel has always dressed a little nicer than the rest of us at work and I didn't want him to believe I was a slob. I tried to think of clothes that would be appropriate for train travel and attractive to him. I wanted him to feel comfortable and not be too obvious I was trying to dress like someone he would desire. I settled for blue Docker pants and a blue and gray checkered shirt that is kind of military looking in its design and appearance. I would bring a gray sweater to wear over this. The combination of blues and grays to fit an Air Force look.

    With the weather so unpredictable in Denver in early spring I thought this a good bet to attract his attention and be comfortable as well.

    ***

    Sunday arrived and I got to the Airport early. I wanted to go over in my head all the details of the trip. It seemed I was ready and had everything I needed. Tickets were taken and I climbed aboard the small plane. It is a short flight from Grand Junction to Denver. It seemed to take forever as I was thinking of the Colonel the whole flight and I wanted to see him so much it was making the flight seem longer. The plane finally touched down and taxied to the gate. I was relieved and anxious to see my brother. He was waiting for me at the gate and we grabbed my luggage and headed for his condo.

    My visit began with the things we usually do when I come to Denver. We checked out all our old haunts and did a little shopping for gifts. On Monday evening we had a barbecue with friends. On Tuesday we ended up at our favorite bar. We saw all our old friends and reminisced about old times.

    In a private moment at the bar I started to tell my brother of the Colonel and he said, "you slut." I decided to wait until we were back at his condo to tell him more. When I told him the Colonel is married he said, "Jeez, you're thinking with your pecker again. Why can't you wait for someone that can make you happy?" I was taken by surprise at his statement. He added, "You now how married guys are. He'll get what he wants from you then he'll leave you with nothing and go on with his happy little life." I had hoped he would see I wanted this to be different. That I was trying to make a relationship with the Colonel that would be lasting. An uncomfortable silence filled the room. Then he sat on the couch and mumbled, "Sex is as sex does."

    He knew I hated that expression and only said it when he thought I was being to cavalier. I begged him to give the Colonel a chance. I wanted him to wait until he met the Colonel before passing judgement on him. I wanted him to see the Colonel was going to be different. He looked at me and saw how much I wanted him to try and give the Colonel a chance. His frown gradually became a smile and I knew he was going to try and see if the Colonel was the man that I wanted him to be.

    I don't know why but I needed his approval. I have always seen a lot of courage in him and I wanted his okay. I admire his courage and that of the Colonel. I hope someday to have the courage I see in them.

    We went to bed and I dreamed of the next day with the Colonel.

    ***

    My brother and I arrived at Union Station early and time seemed to be dragging on as we waited for The Colonel in the depot. Then I spotted a cab pull up to the curb in front of the station and The Colonel got out. God he was gorgeous. He was wearing a gray sweater I thought showed off his white hair fantastically. Underneath this he had on a maroon buttoned down shirt with a few white hairs poking up at the top and trying to be seen under the open collar. He was wearing dark brown slacks that hugged him very nicely. He was carrying a trench coat over his arm, and I thought he looked prepared for anything. "That's him." I told my brother. "Duh," he said and added, "if you drool anymore, your going to have to change." I slugged his arm and began over towards The Colonel. He spotted me and came over to where we were waiting. I was wearing the outfit I had chosen earlier and my brother had mentioned how nice I looked. I introduced them and they shook hands.

    The Colonel began to tell us of his meeting and how all had gone well with his son. As the train was going to be late leaving I suggested we get a cup of coffee while we waited. We picked up our suitcases and headed for a restaurant.

    The Colonel seemed to be in a good mood. When we finally got seated we started chatting and he told my brother about himself and how we worked together. My brother was listening as if to find out all he could about The Colonel. It was as though he was our Dad and was questioning my date to the prom. Some of his questions were a little personal and I blushed when he asked. My brother seemed to approve of the Colonel but I wasn't sure.

    We heard the announcement that our train was ready to board and we got up and went to the tracks were we would depart. On the platform I hugged my brother goodbye and he said, in a voice The Colonel couldn't hear, "He seems nice, but I hope you know what you are doing".

    We grabbed our luggage and got on the train.

    ***

    The Colonel had reserved us a sleeper and it was on a car that they had added on. When we got to our compartment I was surprised how nice it was. Normally the sleepers are pretty small, but this one seemed to be for a train that was going cross-country. The beds were folded up and the seats were very big, almost like a couch. We had our own bathroom and lots of room to put our things.

    I asked if we would be alone in this sleeper. The Colonel said we would and that this sleeper was all they had left when he made the reservations. I said it was great and I really am glad we got it. Having him in our own private room started my dirty mind up again.

    After we got settled in and the conductor checked all the passengers' tickets I felt a little more comfortable that this was actually happening. It had started to snow outside and I was anxious to get started. Finally I heard, "all aboard" and then the train started to lumber out of the station.

    As we wound out of Denver the snow was really coming down. It would be one of those late season snowstorms that snarled traffic all the way up I-70 to Eisenhower tunnel. I was glad we were on the train and not driving.

    The train was about an hour and half-late leaving Denver. The conductor had told us the train was late because it had hit pretty rough weather before reaching Denver. I had seated myself opposite The Colonel and we were both looking out the window. We watched as the snow got heavier and heavier as we made our way up to the Rockies.

    My eyes kept glancing at the gorgeous Colonel seated across from me. I felt like we were playing a school kid game. He would look out the window and then he would look back and almost catch me starring. I would quickly avert my gaze out the window so he wouldn't get nervous at my starring. While this was going on he was talking about his meeting and the time he spent with his son. I could barely keep my mind on our conversation, as I was busy trying to sneak a peak at his inviting crotch. He sat slightly spread legged and was resting his head in his hand. He seemed tired and I wanted to sit next to him and massage his shoulders. I resisted this temptation but only just barely. To touch him might bring embarrassment this early in our "happy journey".

    While we played our little game I was lustfully checking out the mound in his pants. From what I could make out he had an above average size cock and big balls. With his head still in his hand I thought I saw his eyes look over at me and then dart back out the window. Had I been caught? I wasn't quite sure. Then he began to spread his legs a little farther apart as if to give me a better view.

    "Damn" I thought now I'm getting hard. How was I going to cover this up? I crossed my leg over the other and hoped he wouldn't see my excitement. I don't think I hid it very well but he acted as if he hadn't noticed. I was becoming uncomfortable trying to hide my hard-on by crossing my legs. I thought if I took off my sweater and put it in my lap this would help to hide it. The only problem was standing up to take it off. He would then see the fullest erection I have ever had. I thought my cock might rip through my pants if I didn't do something.

    Just then he leaned back in his seat put his hands behind his head and spread his legs. The sight of this absolute perfect man, with his white hair and white moustache leaning back in his seat as if he wanted me to crawl on top of him, got me so aroused I thought my dick might break off in my pants.

    Was he teasing or did he really want me to come over and cuddle with him? We were only a half-hour out of Denver and I was enjoying the most erotic view of him I have ever seen. Something had to happen, I was either going to bust out of my pants and fuck his brains out or try and find a way to hide my hard-on.

    Just when I thought I would be able to manage it he sat up and pointed out the window and said, "look at that". Not knowing what to do, I stood up and crossed over to his side and sat beside him. I was hoping he hadn't noticed the huge bulge in my pants. I thought I caught him looking but he turned and pointed out the window again. There we could see a huge car pile up on the hi-way. He said, "I sure am glad we aren't driving". The scene was toward the back of the train and I had to lean against him a little to see it.

    The sensation of touching him all along his leg and against his body almost made me cum right there. I pressed harder against him as if to see more of the accident and I saw his eyes gaze down at my bulging pants. I was now with-in inches of his handsome face and he looked up into my eyes. He was so stunningly handsome I couldn't resist. I reached up and touched his face. He didn't pull back or move away but just kept staring into my eyes. It was my turn to make a move. I would either have to pull back and embarrassingly try to hide my excitement at being with him or go on with what I wanted from him.

    My cock was taking care of all my thoughts now and I pushed my face to his. He didn't pull back but let me kiss him. I knew this was the moment I had been waiting for and I reached behind his head and pulled it forward as I began a long hard kiss on his mouth. I knew he wanted me to take control of the situation and he let me start rubbing his crotch. He spread his legs apart and I massaged his dick. I could feel he was hard in his pants and he let my hand rub and caress his cock. I couldn't believe he was being so receptive to my advances. I wanted more and I pulled his leg up onto the seat and lay against his body. I started to rub my dick against his and felt the enormous steel in his pants. His lips tasted so good I pushed my tongue in his mouth and he gave a long satisfying moan. I knew he was mine now and I wanted to do the things to him I had imagined for three years. I slid my hand up under the sweater and began to massage his chest and nipples over the shirt. He was now trying to lay back in the seat to let this go were we had both wanted it to go for so long.

    I started to pull his sweater up over his head and with a little difficulty he was free of the garment. As I looked into his eyes I saw a need in him to be loved. I slowly unbuttoned the shirt and spread it open revealing the silver chest hair I had yearned to run my teeth through. I gently kissed each sexy nipple and ran my hand through the silver chest hair. I started to kiss my way down to his belt buckle. Once there I began to undo the belt and open the pants that held my quarry confined and imprisoned. Once the pants were undone I began to mouth his cock still in its confinement in the underwear. He was so excited his cock bounced up and slapped my mouth. I couldn't stand it any longer and I pulled off his pants and put them on the opposite seat.

    He looked at me and said I should check and see if the door was locked. I went to the door and checked and turned to return to my hot Colonel. He was pulling off the underwear, which had held my dreams at bay for so long. His throbbing cock was bouncing up and down and needed to be held. I pulled my sweater off and took off the shirt and then freed my hungry cock from its confinement in my pants and underwear. As I stood nude in front of The Colonel he was admiring my cock. I knelt in front of him and began to put my mouth over his engorged tool. I tried to shove it down my throat as deep as I could. He moaned and squirmed from the feel of his cock going deep down my throat.

    I know he didn't get many blowjobs, if any, from his wife and my love of his perfect body was about to make him burst. I didn't want him to cum yet so I pulled off and started to lick the throbbing masterpiece. I ran my tongue around the contours of the shiny helmet of his brave little soldier standing at attention in my face. He still seemed ready to explode. I thought I would give him a chance to settle down and enjoy the attention. I slowed down and began to kiss my way back up his big sexy belly and only stopped to lick his navel. His frantic breathing began to subside as I continued to kiss my way up his chest to his mouth.

    He was hungry for attention and I was hungry for him. I wanted to show him the way it could be for us so a laid on top of him and kissed and hugged and squeezed him. He was a great kisser and he rubbed his hand up and down my back. The pleasure of our bodies touching and the feel of his warm hands on me sent me to heaven.

    I wanted to fire off his canon so I moved off him and slowly slid down were my mouth was on his tool again. This time I wanted him to cum with a roar. I pushed his legs farther apart and ran my hand through the hair on his creamy white thighs as sucked his horny cock. I pinched his nipple with my left hand as I let my right hand roam over his huge balls. I cupped my tongue around the shaft of his cock in my mouth and began to move my head up and down the whole length of his throbbing missile. I could feel the head against the roof of my mouth as I continued to lick and suck and caress the pulsing shaft. The wonderful aroma of his crotch and the beautiful silver pubic hair was really turning me on.

    He was about to cum and he pulled my head off of him. He held my head in both hands. He wanted to look into my eyes and see if this is what I really wanted. No words were spoken as I went back down on him. He through his head back and enjoyed the sensation of me sucking him into oblivion.

    He arched his back, as he was about to launch us both to that place we had both been longing to go. He roared and groaned as he fired off his beautiful canon. His cum shot deep down my throat as I tried to drain every drop from him. I savored the taste of him as I pulled off and looked up at him.

    He was now lying still and peaceful as the tension of our love subsided. His eyes were closed and he was catching his breath as he said, "please don't let that be all". I stood and he grabbed my arm and pulled me to him. As I lay on top of him he put his arms around me and said, "I want you to love me". I whispered, "I always have".

    My head was resting on his chest and I could hear his heart beat. It was a steady rhythmic beat. As we lay in each other's arms I felt the love he wanted to give and I wanted to receive.

    He started to spread his legs underneath me and I knew we weren't finished. He wasn't going to go on with his "happy little life" the way I had thought this married man might want to. He wanted it to be more and he was giving into his feelings. His heartbeat was getting faster and my erection hadn't subsided. He began to pull his legs up and I began to explore his luscious body with my hands. I put my right hand under his left leg and began to pull it up. I was running my hand over the back of his creamy white thigh. Slowly, gently bringing his leg up and kissing it on the shin. Then he began to move the other leg up and he put his hands behind his knees. He held his legs up so I could get to his horny hole. I slid down on the floor and pushed his big balls up and began to lick his hot willing virgin ass. He closed his eyes as the new sensation of another man making love to him began to envelop him.

    He was amazingly clean and seemed willing as I pushed my tongue inside him. I rimmed his hairy hole and he moaned as my tongue was giving him great pleasure. When I thought he was ready I raised up and I grabbed my dick by the shaft and began rubbing the head up and down in his hairy crack. I started to push it into him and he groaned and grabbed me by the shoulders. I couldn't stop as the pleasure of him opening up and letting me sink my throbbing tool into him was to great. He was wet and ready and as I pushed harder to penetrate his horny virgin ass I heard an "ah" escape his lips. I kept pushing until I was all the way in and he dug his fingers into my back. Finally after all this time I was inside the man I had fallen in love with. As if a dream had come true, I was inside him and feeling the want and need he had to be with me.

    Now that I was buried inside him I didn't want him to have any pain so I just enjoyed the sensation of his virgin ass being wrapped around and squeezing my dick, without moving. The hair on his ass felt so good against my skin I couldn't imagine a more perfect feeling. He opened his eyes as the initial pain of taking me all in subsided. I began to pull back out and then slowly returned home. He was ready for me and I felt the slippery sensation of gliding in and out of his love oven. I began a rhythmic hip motion as I started to speed up my tempo. I went in and out; in and out I was riding on a cloud from heaven. It was so perfect to be with him and to be enjoying his hot virgin ass. I pushed on his legs and tried to go deeper, I wanted him to enjoy giving into my pleasure. He looked up into my eyes and smiled as I continued to push in and out.

    That warm sexy smile did it; I felt the tide coming and I went wild. I started to pump him harder and faster I couldn't hold back. It felt so good I started to pump furiously into his hot hole and with a final drive, as deep inside as I could go, I felt the climax of a lifetime reaching my entire being. I grabbed his hips and held them tight against me as fired off my canon.

    Right at that moment the whole train went black, and except for the little overhead lights it was dark. We had reached the Moffat Tunnel. I withdrew and lay on top of The Colonel. We stayed like this hugging and snuggling for the whole length of the six-mile long tunnel.

    ***

    I heard a loud horn and felt the train coming to a stop. Over the intercom a voice said, "Winter Park". We both got up and took our turns in the small bathroom getting cleaned up. It was close to noon and The Colonel suggested we should get something to eat.

    We got dressed and went to the dining car. Most of the passengers had gotten off, as they were mostly Denverites hoping to catch the last good skiing of the season. We were almost the only people in the dining car. A waiter seated us at a table about midway through the car. I chose a seat across the table from The Colonel so we both had a window seat. The crew was busy preparing for the lunchtime crowd that seemed to be non-existent. An older couple came in and sat a few tables away. We over-heard them talking about their trip. It seemed they were from England and their accent was intriguing. The man was a silver fox and the woman was a close match to his age. They made a handsome couple. I heard them mention an anniversary and I guessed this trip to be a celebration for them. I could tell they were busy planning and not paying attention to us. I usually try and make eye contact with a silver fox of this caliber, but I had my own silver fox to stare at and he was with me here and I was content to just stare in his magnificent eyes.

    Locking on to the Colonels eyes always made me horny and I wanted to take him back to our sleeper and start him up again but this time the waiter interrupted and asked what we would like. After ordering the waiter left us and I again returned my gaze to the Colonel. He was looking out the window at all the skiers and people enjoying the snow. A few more people were coming into the dining car now and I started my "straight-act" up again. I didn't want to have the Colonel lose the mood but we sat in silence and ate our meal as the train began our journey again. We finished and he wanted me to see the view from the vista car. We made our way up to the car and went up to some seats that weren't taken. The view from these cars is normally spectacular but with it snowing so hard it made it hard to see any of the terrain. I was trying to see out and enjoy the view but it was easier to enjoy the view inside the car.

    The Colonel looked so hot I was glad my view of him wasn't obstructed. He had brought the trench coat with him and put it in his lap. Although it covered the view of his crotch it offered me an opportunity to try and get my hand under it and find his treasures. I slid my hand under the coat and it hid it very well. I started to reach for his crotch and he pretended not to notice as he kept starring out the window at what was becoming a blizzard. My hand finally reached it's objective and I started to unzip him. I reached in through the fly of his shorts and found the hot little number I was looking for. I started to massage and caress his dick and he leaned back and spread his legs. I started to pump on his hardening shaft and tried to keep it slow and easy so no one could tell I was jacking him off.

    Apparently it was to good of feel and he said we should go back to the sleeper. I zipped him up and stood to go back. When he stood I could see his hard on in his pants. He covered it with the coat and escorted me in a hurry back to our little cloud from heaven.

    As we both got inside the sleeper he closed and locked the door. He through his coat on the seat and he had me in an embrace before I could think what to do to satisfy him. He shoved his tongue in my mouth and was rubbing his hands up and down my back. Before I knew it he had my sweater off and was working on my shirt. I wanted to catch up and get him naked as soon as possible. I had his sweater and shirt off in no time and was licking my way down to his pants. I undid the buckle and unzipped him and pushed his pants down to the floor. He undid my pants and pushed them down. We stepped out of the pants and began a long hug and kiss. The feel of The Colonels body next to mine gave me an arousing production. He was very excited as well and I took his cock in my hand as we held our hug to each other. I kissed his mouth and then his eyes and began to nibble on his thick gorgeous gray eyebrows. I wanted to go down that chest and start sucking him off but his squeeze was to tight on me. I gave up on the thought of sucking his cock and let him hold and squeeze me in his arms. He was kissing me with a passion I have never known.

    Perhaps this was the place inside his eyes I had seen before. He didn't seem as interested in sex as he was just to be held. The loving feeling I was getting from him was becoming more important than sex. I think I hit the jackpot with this man. I have been with a lot of silver foxes but never had I felt the love I was feeling. I was beginning to feel as if the sex he wanted was a gift he was giving me and not just some superficial emptying of our balls.

    As I was thinking all this he began to slowly release me and he started to turn around. He rubbed his back against me and raised his arms. I put both my arms around him and hugged him to my body. I started to nibble on his ears and he pushed his butt against my dick. I started to rub his sides with my hands and I kissed his shoulders. He tried turning his face to be were I could kiss him and I reached my face to his and gave him the kiss he wanted. He was pushing his butt against me harder and harder. I knew what he wanted so I reached down and pulled his cheeks apart. He grabbed a rail near the ceiling and I kissed my way down his back until I was kneeling behind him. I pulled his big beautiful buns apart and began to lick his pulsing hole. I licked until he started to moan as I probed his hungry bottom with my tongue. I stood back up and leaned behind him and pushed my body against him.

    I reached down for my cock but he had already grabbed it and was running it up and down his crack. He then put the head right against the tight hole and started to push it in. I pushed my hips forward and he groaned and reached for the rail on the ceiling again. After a minute of relaxing his hole he began to push his butt back against me taking more of me inside him. I reached around him and grabbed his cock and started massage and caress it as he pushed his tight hungry ass on to my shaft. We continued this motion for what seemed like heavenly days and then he bent over and put his hands on the seat. I knew he wanted me to ream his hot horny ass. I grabbed his hips and proceeded to fulfil my wildest dreams. He was creamy smooth and wet inside as I let his squeezing tight love ring grab and hug my cock. I took it nice and slow feeling him relaxing and opening up. Then he started moaning and gyrating his hips. He pushed back harder and harder against me wanting me to give him more. I reached around and pumped his cock furiously trying to get him to cum at the same time I did. My wish came true and he began to roar as he shot his liquid love into my hands and I rammed my rod inside him and shot my load into his quivering love canal.

    As I stood there I wondered; could this have happened or was I dreaming? When I opened my eyes I saw his perfect body in front of me and I knew it was real. I wiped my hands on a towel and felt my body relaxing.

    He collapsed into the seat and I kept my eyes on his perfect body as he lay there. I was admiring him and didn't know what to say. He opened his arms in a gesture for me to come and lay with him and I did. I put my head on his chest and he squeezed me to his body. Nothing needed to be said. We both knew it had been fantastic so we just lay in each other's arms. He ran his fingers through my hair and I felt him press his head against mine. I felt loved and satisfied.

    As we lay touching and feeling each other I wondered if this would end too soon. Thoughts of what my brother had said came back to me. Maybe it was a dream and the Colonel wasn't really here with me. I pinched him and he said, "owe, what was that for". I smiled and said, "Just checking". He understood what I was feeling and said, "I thought it might be a dream too".

    ***

    The train was still clickity clacking in a mesmerizing rhythm as we past Granby. The Colonel got up and went to the head to clean up. I didn't want to ask any questions and burst our bubble so I just watched. He took a wash cloth and soaked it in the sink and then soaped it up and began to rub it all over his body. He paid particular attention to his crotch and butt. When he had finished he came back in and started to dress. I grabbed his wrist and pulled him to me. He smiled that knowing smile and I hugged him close. I didn't want him to get dressed and I felt I wanted more attention from him. I asked if he would keep his clothes off while I cleaned up. He said he would and I went to the tiny head and cleaned off. When I finished I returned and sat beside him. He put his arm around me and I leaned on him. I again had my head on his chest and listened to the thumping of his heart. He sat quiet and looked out the window as he ran his hand slowly over my body.

    I could tell he was thinking of something but I wasn't sure what. I was pretty sure it had to do with our future and what would come next. What would happen when we went back to work and how we would handle our situation was beginning to filter into my thoughts too.

    I wondered how it was going to affect his relationship with his wife. There was time to think of that later. I had him here and now and that was all I wanted to think about.

    He was still looking out the window and the trenches of the crows' feet by his eyes were getting very pronounced. I could tell he was becoming worried. His manner had changed and I didn't want him to feel guilty so I got off him and put on my pants and shirt.

    He still lay naked on the seat and I sat by him and ran my hand through his sexy white hair. I was worried that I had lost him to the guilt he seemed to be having. He quietly got up and put his shirt and pants back on. He sat on the opposite seat and stared out the window again.

    I felt he didn't want me to touch him but I knew he needed something. I didn't know what but I have seen these "married man" guilt feelings before. The depression they cause is very harmful to everyone. As I started to remember some of the more dramatic instances and the pain that is associated with them, I knew I didn't want him to go through all that.

    Was now the time of courage I had to have? Was I supposed to let him go and pretend nothing had happened? My thoughts drifted back to my brother telling me about the pain and to keep my pecker in check. Again he was right and "sex is as sex does." How painful those words seem to be to me. I had again started something that was too painful to continue.

    The anguish I saw in the Colonel was so strong I began to feel it inside. I realized the torturous guilt feeling he was having had been because of me. The pain that I was causing him made me want to cry. Not knowing what to do to help him caused my mind to think I should let him be alone. So I stood and left. I didn't know were I was going but I couldn't stand to see him being tormented by his thoughts. I went forward to the coach cars. The first car I came to was almost empty and I thought I could sit and collect my thoughts for awhile. I sat by the window and blankly looked out at the snowstorm.

    Why did it always have to be this way? I had no answers and it began to really hurt inside. It seemed I would never find that special someone that didn't already have someone special.

    I didn't want to be selfish and I knew The Colonel was probably having a tougher time than I was. I thought it best to leave him alone and let him go on with his, "happy life". I wanted to be part of his life, but I knew I couldn't. I broke down and started to cry. The selfishness of me wanting to be a part of his life was taking its toll on us. How could I ruin his life and still have him love me.

    At that moment I heard the door whoosh open and someone came to the row of seats I was in. It was The Colonel and he sat next to me without speaking. He put his hand on my shoulder and said, "I love you". "Don't", I said. "Colonel you know I have loved you since the day we met." I looked at my folded hands. "Everything about you is perfect except that you can't love me". I looked back out the window. If I looked into his eyes I couldn't tell him what I needed to. "Just go, I understand and I don't want you to be hurt." I was trying to muster up my courage.

    As I paused I heard him sobbing and he said again, "I love you". How can three words rip your heart out when the intention is supposed to make you feel good? I turned to him and put my hand on his face. It was a big mistake, as I saw him break down. He looked down and he grabbed my hand on his face and said through his tears, "I need you to love me."

    Of all the silver foxes I had been with none had ever said those words, "I need you to love me". I was always the one that needed to be loved. It was making me ache inside trying to understand. How could we go on? There didn't seem to be an answer.

    I watched him sobbing and it made me hurt inside to know that I was the cause of his pain. I hugged him because I couldn't think of anything else to do. He hugged me back and we held on to each other. Why had I done this? My own selfishness of wanting to be loved had again caused a great deal of pain. It didn't seem fair.

    We broke our embrace and I looked at him. He didn't seem the gorgeous silver fox I had fallen in love with, but now a broken old man. I hated myself for making him something he wasn't. I hated that it was a thought of mine to seduce someone just because I find him attractive. To only have my way with him and not consider the consequences.

    The way he looked at me with his pleading eyes was not helping. What could a nobody like me do to make the pain go away. One of his most attractive features was his giving and unselfish nature. I had taken advantage of this feature of his and now I was truly sorry. I had ruined a good man.

    ***

    The train kept rolling through Kremling and Hot Sulpher Springs not stopping for new passengers. We began to enter the Gore Canyon area and it was then that The Colonel asked if I would go with him to our compartment. He hadn't said a word until then and I thought he wanted to tell me something in private. I followed him to our berth and locked the door behind us. Was this the moment he would tell me it just wouldn't work and ask me to forget about him?

    I had been preparing my self for this speech and I was ready to do my duty and forget about how much I would miss him and all the things that seemed so wonderful about us.

    His first words were, "I don't know how we can make this work, but I want to make it work." I was stunned and couldn't believe what I was hearing. He sat down and patted the seat next to him in a gesture for me to sit by him. I sat down beside him and he said, "I have really fallen for you and I don't want you to take my love for you lightly. When my first wife died I didn't think I could go on and in fact it took many years for me to get over her. When I give someone love it isn't for sexual gratification and I think you know that. I think you and I have something to share with each other and its not just sex. If it were we would probably not be having this conversation. If you only want sex from me I can't be a part of your life. I need to know how you feel and what we should do if anything."

    I looked at the floor and said, "Colonel, I don't know what to say. I know you love me and I hope you know I love you and want to be with you on every level, every day. It's just I don't want to live my life as someone being kept on the side. I want to have access to you in all ways. The things you teach me and the care you show for me have always made me feel proud and that it really means something to be a part of your life." I tried to find the courage to go on and tell him more but there were just no words to tell him. I put my head against his comforting, fatherly shoulder and hoped he would understand. He wrapped his loving arm around me and looked out the window again as if searching for an answer.

    The feel of his warm touch made me feel comfortable and wanted. I did not want the feeling to end. It made me forget the pain and want to be here, like this, forever.

    ***

    The train kept relentlessly rolling on. We seemed to be picking up speed as we headed toward Dotsero.

    Now with my emotions in check and being in the Colonel's embrace I started to see things more clearly. I didn't want to give him up. The distant look on the Colonel's face told me he was somewhere else. I tried to formulate a plan for us to be together and not interrupt his life. I saw the courage I needed was in letting him go. To take what I could from what was offered to me. I knew that was what I had to do if I wanted to be involved with him. I had fallen for him so deeply that this seemed my only answer. Once I accepted the reality of our situation it became easy for me to see how we could be happy with what we could make of our love for each other. For me to have any part of what he could give me would be enough. I knew I could never find another man that could give me what he already had. I wasn't going to get anywhere being selfish with him and I now knew I would have to share him if I wanted to be with him.

    I looked up at him and smiled with the contentment of my decision to share him. He caught me starring again and trying to make eye contact. He looked down at me and smiled and hugged me.

    I told him I had reached a decision and that I would do anything to be with him. I asked him to help me not be jealous and learn to share his affection with his wife and son.

    As I continued starring up at his handsome face he looked down at me again and kissed me. I kissed and hugged him back. The affection I felt was more than of lovers. It was more Father to son. It made me understand more of what our love would be and that I had to try and make this as good as it could be.

    ***

    I could see out the window that we had reached Glenwood Canyon. I knew the train would make a stop in Glenwood Springs. We got up and sorted ourselves out and by the time we reached Glenwood Springs we were both ready for the real world again. When the train stopped we both got out to stretch our legs and relax before the final leg of our happy journey. It surprised me the storm had missed Glenwood Springs and there was only a little snow on the ground around the station. I saw the old English couple waiting for their luggage and new this was their destination.

    I watched with a little more than curiosity as the "Old English Gentleman" retrieved their luggage. The Colonel was watching the train and seemed very deep in thought, as I was busy checking out the Englishman's butt as he humped over to grab one of his bags. The Old English silverfox stood up and turned and saw me starring. He winked and smiled a warm friendly, knowing smile. I pretended not to notice but it was a genuine smile and had more to it than was on the surface. At first I thought to introduce myself but then reality struck me and I just smiled back. He was definitely a cutie and the gray slacks and blue blazer he had on gave a hint of a regimental outfit. This hint of a uniform made him even more attractive to me. If I wasn't with The Colonel I had wanted for so long I would have made a move for this man.

    His wife joined him and then a young family came out of the station. He hugged the young father that was holding what I presumed to be his granddaughter. They gathered their things and started to leave. Once again he looked in my direction and winked. I was thinking what a cute little flirt he was.

    The Colonel had been intent on watching the train and I was sure he hadn't noticed me watching the "Old Englishman". The train was once again ready to leave and we boarded and headed for some seats in the vista car again. The weather had finally let up and we could see more now. It was still cloudy but there was no snow as the train pushed onward.

    I was thinking of the warm smile I had received from the silverfox of an Englishman. What had it meant? On one level it could have been an "if only" kind of an invitation, on another level it could have been that he was glad to get off the train and see his family again. As I was wondering about this I glanced at the Colonel. He was so handsome it took my mind off the possibilities for awhile.

    As the train rocked and pitched in a romantic rhythm I started to think of all the possibilities I was going to miss if I was in a relationship. I tried to take my mind off that thought. It was sending the painful feeling back into my mind and it made me feel selfish again. I wanted to be the Colonels and sharing wasn't part of what I wanted with him. I was glad we were almost home. Getting back to all the silverfoxes was a pleasant thought but how was I to keep myself from flirting and pushing every conversation with a silverfox to the limit. It was just the way I was and I didn't feel I wanted to change. I doubted I could ever stop. Shouldn't I want to stop when I found the right man? I looked over at The Colonel and he seemed very nervous. He looked at me and said, "There's something I have to tell you". He then got up and headed back to our compartment.

    When we got there he closed and locked the door. In one motion he through his trench coat on the seat and flung his body down beside it. He put his elbow on the armrest and put his hand to his chin as he looked out the window again. I quietly sat across from him knowing what he was about to say would be difficult.

    "I saw how you looked at the old Englishmen." He paused and looked into my eyes. I felt naked in front of him and wanted to melt from his stare. I was so ashamed he had caught me I couldn't speak. The guilty feeling I had was so intense I couldn't look at him and turned to look out the window. I knew no words were going to get me out of this.

    "It doesn't bother me that you looked at him with such lust, it does bother me that it makes me feel jealous and that it makes me feel I don't want you to look at other men." I was going to try to start to explain, but he put his hand up and said, "Let me finish". The hurt was coming back inside me. Not for me but for him. "I don't want to feel like I am controlling you and keeping you from doing something that is part of you."

    I felt I had betrayed something so important to me I didn't want to live life without it. His genuine love was all I had ever wanted and now he was hurt because of it. I looked at the floor absently seeking words I could use to heel the pain.

    He continued, "I have decided not to continue on with this anymore because it wouldn't be fare for me to ask you to stop being who you are."

    "But Colonel I..." he held his hand up again to stop me. "Listen to me for a second". I was afraid of what he might say. "Don't make this hard on me, I want to say what I have to say." I was silent and waited for him to go on. "I know it wouldn't be fare for me to ask you to give up seeing other men and only be mine. I want you to, but I know that me staying with my wife and you only seeing me when time permitted would be difficult for us both." He swallowed and continued "That's why I want to end this. It can't be what we both want."

    I wanted to shrink into a ball and die. I looked into his red eyes and saw that place being removed from me. The place I had finally gotten to go and now I would never be able to return. It was what I had wanted, for him to open up and let me in and I was there for a brief moment. I wanted it back and would do anything I could to get there again. To feel the love he had to give and I wanted to receive.

    "Colonel, don't give up on me, please." I wanted to touch him but felt he didn't want me to. I had become a dirty whore to him and I don't know if he wasn't right in thinking this. I was ashamed and wanted him to fall back in love with me. "It was only a glance Colonel, I can't explain it". I looked down at the floor and added, "I would never do anything intentionally that would hurt you".

    He said, "It's not you, I still love you, but I don't want you to stop being who you are". He looked at me and wanted me to understand what he was feeling as he continued, "It wouldn't be fare for me to make you wait and only see me when I can get free. I want to be with you all the time but I am afraid at this time in my life I just can't do it." The fatherly love I felt made me want him even more. He was saying this for me. It wasn't a jealous attempt to keep me his but his way of showing me his love and concern for me.

    "Colonel I want you to know something." I hoped he knew how I felt and putting it in words was difficult for me. "You changed everything, when I was with you I felt loved and I wanted to be loved. I think that I have been going through the motions for so long I forgot what it was that I was looking for. Someone to love and be loved by. It wasn't just sex like a one-night stand. I truly fell for you. Sure I wanted to get in your pants, you are a gorgeous silverfox after all. But you mean so much more to me then just a one-night stand. I really want to make this work and I want you to try and see I can't change over night. You are everything I ever wanted in a man."

    I crossed over and sat by him and held his hand. He held his legs pressed together and looked out the window. He covered his mouth with his other hand. It almost seemed a defensive posture and he wasn't letting me into his world anymore. I wanted him to look into my eyes so I could try and find that place I was before. All he would let me do was hold his hand. He continued starring out the window and wouldn't look at me. I looked at his hand and noticed how much bigger it was than mine holding on to it. I was afraid to let go as it felt like my last thread of hope. The pain of losing him was beginning to envelop me. I could probably survive not having him as a lover but I could not go on without him as a friend. I knew I didn't deserve to be his friend, I had not earned that rite. I also knew he wasn't jealous of my staring at the Old Englishman. It was something more and I wanted to pass this hurdle and go on.

    In what seemed like a scene out of a bad dream he stood up and dropped my clutching hand. He crossed to the other seat and sat down to look at me. Feelings of terror came to me as he let go of my hand and then to move away really struck a blow to my heart. I put my head in my hands and looked at the floor. I was trying not to cry in front of him. I hated the feminine feeling of crying in front of my one true love. I didn't want to show any weakness and have him think I was just a sissy that couldn't take it. I looked up at him with my head still in my hands and tried to summon the courage I had known only in other men.

    My only thought came blurting out, "Colonel I love you".

    He stood and came to me and pushed my head against him and as he patted my head he said, "I know you do son".

    His big hand wrapped around my face and I looked up into his eyes. My wanting him so badly to be my lover and friend was bringing tears to my eyes. As he consoled me I hugged his legs and didn't want to let go. I had found a friend and lover and wanted to do anything to keep him. He grabbed me under the arms and raised me to my feet. My face was again within inches of his. He began to kiss and hug me. I squeezed him and kissed him to make him feel the love I had for him. He looked into my eyes and I saw that place again and it was not a far off distant place. This time it would not be two ships that pass in the night but two lovers, two friends guiding each other to that place no one else had ever been.

    I was scared of losing him and I wanted him to appreciate how I felt about him. I lowered my hand to his crotch and began to massage his beautiful dick through his pants. I wanted to take him to the place in his eyes I knew I could now. I felt him getting hard and I reached to pull off his sweater. I unbuttoned the shirt and kissed my way down to his waist. I knelt in front of him and undid his belt buckle and unzipped his pants and pushed them to the floor. I undid his shoes and took them off. He stepped out of the pants and kicked them out of the way.

    He was nude in front of me and I was about to gobble his tool when he pulled me up and pulled my sweater off. He unbuttoned my shirt and kissed his way down to my waist. He undid my pants and pushed them to the floor. He untied my shoes and I stepped out. He slowly began to lie down on the seat and I crawled on top of him. As our bodies touched it sent a sensation through me that I was longing for. Not just someone to satisfy but someone to love. We weren't just having sex but making love.

    I kissed him with a passion I had never had before. I received a kiss back that had all the same passion. I licked and kissed my way down to the cock I wanted to satisfy so completely. I took his tool in my hand and began to kiss the head. I ran my tongue all over the hard helmet and licked the precum from its drooling slit. I wanted to make love to him and not just have it be another blowjob. I raised his legs and put them over my shoulders and kept up the attention to his hungry tool. I was gliding up and down on his pole getting it deeper and deeper down my throat. When he was about to cum he reached down and pulled me up by the shoulders onto his body. My cock went in between his thighs and he squeezed my dick with his legs in a fatherly caress. I put my hands down under his arms and pushed my body up and while I was above him I opened my eyes and looked at his handsome face. I started slowly to push my horny dick in and out between his legs. He liked me making love to him and shoving my dick inside his thighs. As I road my cloud from heaven he told me how much he liked it and I kept pushing in out between his legs. My dick was rubbing in the hot spot between his ass and balls as I continued to give him a daddy fuck. The love I saw in his eyes made me want him that much more as I enjoyed pumping him between his thighs.

    When I was about to cum he reached down and pulled my cock out of his crotch. He grabbed both our dicks and began to massage them together. As he jacked both of us off I felt the pleasure coming from being with him. His hand wrapped around both our dicks and his deliberate gliding up and down was bringing me to climax. I let out a groan as he kept on rubbing our cocks together in an attempt at the pleasure of bringing us both off at the same time. He knew I was ready and he was too. We both came together with a roar. The exciting timing and exquisite feeling of a shared climax made us fire off our loads with a tremendous feeling of ecstasy. Our love juice shot all over his body. It was the orgasm of lovers and friends not just one night stands.

    I fell on top of him and tried to catch my breath. He put his arms around me and said, "Son, I want you to be with me always ".

    ***

    As we regained our composure and got cleaned up he was whistling and humming. Once we were dressed and began to settle in to the seat he seemed to want to say something. I was ready to listen to my friend and lover, The Colonel.

    Then I heard in the distance an alarm going off. It was drawing closer and soon it was right next to me. I reached to punch the snooze button and was depressed to find out I was in my bed at home. Had it all been a dream? Another dreary day in paradise was about to begin. I looked out the window and it was cloudy and rainy. I didn't want to get up after feeling it had all been a dream. I smelled the coffee that would start my day. I was wondering what silverfoxes I would see today. Then I realized I didn't want to see any of them, just the Colonel.

    Then without warning I felt something stir behind me. I turned over and there he was. The Colonel in all his glory, naked as a newborn baby. He said, "Shut off the alarm its Saturday". I couldn't believe it so I pinched him. He said, "Owe, what was that for." I said, "Just checking".



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