All of my friends told me I was crazy to go to Canada over winter-break. Naturally, they were going to Miami or any place warmer than NY. But my best friend was stuck at school in Montreal and he promised we would have a good time. My friend Jenna came along because she always wanted to see the world's largest underground shopping mall. Well, the Canadians got that right. They put it out of view.

The train was over an hour late and after a couple of drinks and a joint, we finally boarded the crowded Amtrak bound for Montreal at around 12:30 in the morning. Jenna and I were smashed and made so much noise that everyone was telling us to shut-up. I found two empty seats and Jenna sat in an empty pair in front of me.

After all the beers and a couple of joints I was pretty horny and quite stoned. I started dreaming about the guy who works at the bike shop next to my apartment building. I see him all the time because, lately, I've had a lot of biking needs and he's so fucking cute! We're in the shop alone and he's leaning back on this kickass mountain bike. I'm moving my hands over his tight butt and bury my face in his jeans. His cock is growing and pushing against my face. A rock hard mound of denim pressing against my cheek, my lips. I wet it with my tongue. Incredible. I'm cupping his balls as he gasps and groans. We fall to the floor and start pulling off our clothes. A whole row of bikes go down like dominoes and we're laughing our asses off as we play with each other's dicks right there in the bike shop. There is an incredible rush as I run my hands over his stomach and stroke the hair leading to the soft black thicket around his stiff dick. I hold it firmly at the base and bring it far into my mouth. I suck it. I massage it with my tongue and coax out his load with every stroke. He's arching back and thrusting into my face. Thrusting. Thrusting. "Ow!"

"Sorry, I'm just trying put my bag in the luggage rack."

I open my eyes and I'm staring right into the crotch of a pair of baggy army pants with a navel peaking out under a t-shirt that's riding up a sexy flat belly. There's a knee in my rib.

"Is this seat taken?"

"Huh?" "No, please, feel free." "Can I give you a hand?" I respond while rubbing my eyes.

"Wow!" I think, while inspecting the sexy guy who has just decided to sit next to me. He has messy dark blond hair and bright green eyes. His faded pants are riding low and I can see the underwear band and a little navel hair. He's wearing an old black T-shirt with some underground band's logo on it. I can tell he has one of those bodies that's not overly built just naturally well-toned.

He probably blades around campus and his butt is probably rock hard. I notice a little tattoo of a dragon on his forearm. I can imagine him at those Tibetan Freedom Concerts dancing around shirtless to the Beastie Boys. Yeah.

He sits down and tells me his name is Scott and that he's on his way back to school in Vermont. He cut his Winter break short because his parents were making him crazy.

We spend the next couple of hours drinking the beers I brought on board and talking about music, college and partying. We both kick our boots off and get very comfortable in our seats. He has this real intense look in his eyes when he's talking and I can't tell if he's into me or just a freak.

I get up to go the bathroom. I don't bother putting my boots on and walk to next car to pee. When I got back my feet are wet and freezing and I pull off my socks to massage and warm them. Scott says he can help me and puts his hand on my thigh. He slides it along my leg and begins rubbing my foot. I stand up to check out the train. Everyone is asleep and it's pretty dark. Jenna's passed out. I glance down at Scott who gives me a mischievous look that's incredibly sexy.

His hand moves up the inside of my thigh and I ease back down into my seat. Scott leaves his hand on my ass and leans over to kiss me. Our mouths meet and we start a playful game of nuzzling and pulling away while the tips of our tongues graze each other. He has a stubble on his chin. I slip my hand into the front of his pants and run my fingers across the band of his underwear. He inhales suddenly and pushes his hips out. I slide my hand into his briefs spreading my fingers widely into his pubic hair to feel the base of his hard dick. I squeeze it. That first touch - there's nothing like it. His dick fits perfectly in my eager hand and it has quite a big knob on it. I'm totally digging this wood. I begin massaging it and run my other hand up his shirt. He's very smooth with a sparse amount of hair at his nipples. Scott is moaning a little too loudly and I hear someone coming. I sit back but my hand stays in his pants. We're looking straight ahead with big grins while the conductor passes. Scott's hand is wedged between my butt cheeks.

"I know where we can be more comfortable", he whispers.

"Where?"

"There's a dressing room at the end of the next car."

"A dressing room? Who knew?"

"Somebody who rides this train a lot knows."

"Are we going to find a secret compartment with condoms, lube and a cum-stained University of Vermont tee shirt?"

He stands up and turns to face me. He whips his semi-hard dick and big balls out through the zipper. Right there in the aisle I suck on his dick while seated at the perfect height. I'm nervous but I know what I want. I get his dick good and wet before he packs it away and heads for the dressing room.

My head is spinning as I wobble down the aisle, grabbing onto the seats to keep my balance. Everyone is asleep and except for the monotony of the engine there's not a sound. It's 3:30 in the morning and I'm going to have sex on a train. Winter-break has officially begun.

The dressing room door is clearly marked and the little red sign at the handle says "occupied". I knock.

"There's someone in here."

"I know, asshole. That's why I'm knocking." I hear laughter behind the door as the little sign turns from red to green.

The narrow door folds on it's hinge to reveal a completely naked Scott leaning back on the tiny sink smoking a cigarette. He's got that sly smile on his face.

He's amazing. Lean and toned with none of the vanity that a worked-out body exudes. Just confidant and sexy. His flat stomach has natural lines and there is a little trail of dark hair from his navel to his dense pubes. I'm leaning against him in a flash. Kissing him and moving my hands all over him. Being fully dressed with his perfect naked body against me is the ultimate turn-on. His smooth tight ass is in my hands as I start teasing his nipples with my tongue. He has a small silver hoop through the left one that I play with and pull on. He starts moaning loudly now and his hard cock is pressed against my jeans. I lick his firm nipples broadly with my tongue because I know I've found a "spot". I spit into my hand and start working his cock. I massage the thickness of it's base and slide up to the sensitive head. It's big and I'm having a good time with it. His pounding dick just fills my hand. He's panting and scrunching his face in ecstasy.

"Wait," he says, "I want to see you."

He gently pushes me away and starts unbuttoning my fly. I pull off my shirt and I feel both his hands wrap around my 8 inch dick. He's on his knees in a flash as I step out my of jeans. Scott buries his head into my crotch just wetting me everywhere with his tongue. My balls are soaked by his licking and it's so fucking good I can't imagine it any better.

This always seems to happen. Guys love my fucking balls. And that's fine by me. He has both of them in his mouth and is still able to stroke them with his tongue. I start jerking off and I feel his hand working into my ass. I crouch down and he rises to meet me. We're on our knees now, kissing and stroking each other. He's stilling playing with my ass and I'm loving it. The lights go out.

In the dark, it's a whole new thing. The train is speeding and I'm completely turned on. I tell him to stand up and guide him with my hands to turn around. His taut body is amazing as I feel him everywhere and find his perfect ass. I begin to lick and bite at the center of his back. He's arching into me and I go lower and lower. My mouth is just above his butt and I start nibbling at the peak of his firm cheeks. The sounds he's making are so sexy; almost embarrassing. I want to fuck him. Nuzzling my face in his ass I become high and my dick is pounding. I'm breathing the sexiest scent and tasting the salt of his body. He pushes back with a willingness that urges me to continue. I'm licking him now. Totally driving my tongue as far as it can go and he's moaning and sighing.

Oh, god! I want you to fuck me on this fucking train!

We both laugh a little bit.

He bends down to search through the pile of clothing and finds his army pants to get a condom. Plans ahead. I like that.

"All right, I'm a train slut," he says. We laugh.

I resume my position behind him and he's leaning over the sink. I start kissing his neck and work a spit soaked finger into his hole. He's definitely ready. The full head of my dick is poking and pushing gently at his asshole. I'm sliding in slowly and stroking his dick. The rush has me dizzy as I feel the warmth and tightness. He's squeezing and relaxing and I'm just moving smoothly in and out. The motion of the train is causing a perfect rhythm as I jerk him off and fuck him slowly. He starts to tense up and breathe very loudly. I'm close. I start pounding away with my cock and work his dick with my hand. The lights flash on and off. They're on. I can see him now as he twists around to kiss me. His tongue is poking into my mouth and he's letting out these breathless sighs. I'm fucking quickly and furiously and I feel like we're moving the fucking train. I can feel it. I explode into his ass and collapse onto his back, panting with each spasm that shoots into him. He's jerking off and I can tell he's close. I pull out and turn him around so he can shoot his load all over me. On my knees now, I start licking his large balls while he strokes his dick over my face. Scott starts moaning loudly and I'm ready. He fires off the biggest stream of hot white jizz that I've ever seen. I'm watching his sexy face as I take each thick hit to my chest. Amazing.

Burlington! We hear shouted outside the door.

"Shit, that's my stop!", Scott yells as we sort out the underwear and try to get dressed. We leave the room separately which is stupid because it's 4:30 in the morning and really, who the fuck cares.

When I get back to my seat Scott is taking his stuff off the luggage rack and Jenna, half asleep, asks where we are. "We're not there yet. Go back to sleep," I tell her.

I give Scott a big hug and tell him it's was REALLY nice to meet him. He slips me a piece of paper with his number. That's cool, I think to myself. I could take this trip again.

As for Montreal, it was great but it was fucking cold and there was no good pizza. I lost Jenna in the world's largest underground mall and it took 10 hours and 2 meals to find her. Next winter I think I'll probably go to Florida. An over-night train ride could be really fun.