It was a Tuesday morning and I was off on vacation for the time between Christmas and New Year's. I was going to meet my friend Kelly for lunch but I had to pick her up at her workplace because her car was in the shop. Kelly worked as a clerk at one of the local adult bookstores so I was sort of looking forward to picking her up as I normally wouldn't have the guts to go to the place on my own. When I got to the bookstore Kelly told me that she would have to stick around for about fifteen minutes extra before she was able to leave for lunch (and the rest of the day as she was starting a week of vacation as well). One of the other clerks was running a little bit late and hadn't got to work yet. I told her that was fine, I wasn't pressed for time. She told me that I could go into the video arcade area and that she would come in and get me when her shift ended.

It was dark in the arcade and it took a couple of seconds for my eyes to adjust but once they did I went into one of the booths and put the payment card into the machine so I could start watching the videos. I had been into a video arcade just once before but it had been probably ten years earlier. The one I remembered had booths that each had a locking door on them so you could have some privacy but these were different. In this arcade you went into what amounted to a cubicle that had padded benches on the surrounding walls. They seemed to be made with the thought of having more than one person in there at a time. I didn't really give it much thought as I sat down and started switching channels to find a video that I wanted to watch.

I decided to watch a video that had this really hot brunette who was sucking off two guys who had the typical huge porno-type cocks. As she sucked on one cock she was stroking the other guy off with her free hand. I really am into brunettes and so I was starting to get pretty hard just from watching about 45 seconds of this video. Since Kelly was probably going to be a few minutes I figured I would go ahead jerk off a little bit while I enjoyed the video. I unzipped my jeans and pulled them and my underwear down a little bit to make myself a little more comfortable. My cock was nearly fully hard so I started off by rubbing my balls a little bit and slowly sort of petting my cock to get it all the way there. (No sense of going straight into an all out jack off session when I had a few minutes to kill.) I had sort of lost myself in the video and my cock stroking so I didn't notice that somebody had poked their head into the booth and was watching me.

At first I was startled and leaned over to sort of cover myself. The guy who was looking in said to me, "It's okay, I just wanted to watch you for a little bit if it's okay." I didn't really know what to say so the best I could do was to sort of stammer out a, "Um, I uh…" I had never had another guy watch me jerk off and didn't really know what to think of it. I don't know why but for some reason I said, "Well, okay." When the guy came into the booth I could see that he was probably about my age, mid-thirties. Not a bad looking guy, I mean he didn't come off as some sort of pervert or anything. (I'm not really sure what I was expecting somebody to look like who would want to watch me jerk off but this guy didn't seem to look like the type I would have envisioned.) He sat down on the bench that was to my right and started watching the video. I was still sort of covering up my naked cock and balls and he sort of chuckled and said, "I take it you don't come in here too often huh?" I replied, "No, I'm just here wasting a little time before my friend Kelly gets off work. She's one of the clerks."

"Oh, I know Kelly," he replied. "She's a great gal. Is she going to join you in here pretty soon then?"

"Yeah, she said she would probably be about five minutes or so," I lied, hoping that if he thought she was coming in there pretty soon that he may just get up and leave.

"Oh, well if she's going to be coming in here, I'd better take this out and have it ready for her. She loves to suck my cock," he said in a pretty confident tone. He then undid his pants and took out the largest cock I had ever seen in my life. I don't have anything to brag about between my legs, only about six inches and not all that thick, and this guy was larger than me even though he wasn't hard yet. When I saw his huge cock I sort of forgot that I was trying to cover mine up and I relaxed a bit, exposing my fully erect member.

I really couldn't get over the fact that this guy was so big. The fact that I was sitting there with my cock and balls exposed next to a complete stranger who was now slowly stroking his cock didn't even really register to me anymore. His cock just seemed to grow and grow with each stroke. It had to be at least 10 inches long and about as thick as a cucumber. And his balls, oh man, his balls were huge as well. This guy was definitely blessed below the belt.

It must have been obvious that I was completely fixated on his cock because soon he said to me, "So, you like what you're seeing here huh?" All I could think to say was, "Man, I've never seen a cock so big in my life." I didn't even realize that I was furiously stroking my own cock while I said it. He chuckled a little bit again and stood up, taking a step towards me. "Here, be my guest," he said as he moved that incredible cock to within about a foot of my face. I had never been with another guy before and hadn't really even wondered about it but it was as if I was in a trance. I scooted towards the edge of the bench and reached out and touched his balls gently.

Time seemed as though it was standing still and it was as if it wasn't even me who was touching him. It was as if I was watching it on the video screen or something. The thought of Kelly walking in and seeing me in this situation completely left my mind and I instinctively started to stroke his massive cock. It felt incredible. He was hard but not hard like my cock gets. When I get excited, my cock points straight in the air but not this one. His was hard but it felt as if it were too heavy to point in the air. And his balls, oh my god those balls! I was mesmerized. As I stroked his incredible cock I heard a low moan come from his mouth. "Oh yeah, that feels great. Go ahead, put it in your mouth," he whispered in a husky tone.

He didn't have to ask me twice. My mouth instinctively opened and my tongue came out and started to lick his shaft. I can't even describe how it felt to put my tongue on a cock for the first time in my life. I moved my face in even closer to him and as my tongue got to the base of his cock I let it touch the top of his balls. Mmmm, the sensation I was feeling was remarkable. He smelled and tasted so masculine, if that's possible. I don't know any other words to describe it. The only thing that I knew for certain was that I wanted, no I needed, to have this guy's cock in my mouth. I let my tongue glide back up his shaft and then I got to the incredible head of this monster. I sort of swirled my tongue around it a couple of times and then I opened my mouth as wide as I could and put that incredible slab of meat inside.

I was bobbing up and down on his cock and fondling his huge balls for what seemed like hours but in reality was probably only a minute or so when I heard a voice say, "Well, well. What do we have here?" Oh my god, it was Kelly! She was standing not more than three feet away and watching me suck this guy's cock. Apparently she liked what she saw because she had a sly sort of smile on her face. I immediately took his cock out of my mouth and sort of backed away. "Um, Kelly! This isn't, um… I, uh…" was about all I could get out of my mouth when she said to me, "No, keep going, this is hot. You don't mind if I watch do you?" At that point, I didn't know what the hell to think. It was as if I was in some letter to Penthouse where some lucky guy gets his girlfriend to have a threesome or something. The only thing was that Kelly wasn't my girlfriend and the threesome involved me sucking on some guy's cock. Definitely not like any fantasy I'd ever had before. I'd known Kelly for probably six or seven years and had always wanted to be with her but we were just "friends." Apparently that was all about to change.

Still not really knowing what I was supposed to do, I just sat there and didn't say a word for about fifteen seconds or so. Kelly then broke the silence, "C'mon Jerry, put that big cock of yours back in his mouth again. I want to see him suck you off and if he does a good enough job on you, I may just let him have a taste of me." If nothing else, I had learned that this man with the incredible cock that I had just been sucking on was named Jerry. I guess there was also the fact that I now knew that the possibility existed that I was finally going to get a taste of Kelly as well.

I briefly glanced over towards Kelly and saw that she had one hand between her legs rubbing her pussy through her jeans. My mind wandered briefly to just how much I wanted to see and taste what she had underneath those jeans but those thoughts were abruptly ended when Jerry thrust his cock back towards my mouth. I eagerly opened up and took him in. I couldn't get the entire shaft in my mouth, probably just over half of it was all I could muster. Slowly I moved my mouth up and down his firm shaft and I let my tongue swirl around the head each time I got towards the end of his cock.

"Why don't you take off those jeans baby and let us watch you rub that juicy pussy of yours," Jerry groaned in Kelly's direction. "It's been awhile since I've seen that lovely cunt of yours and I'm sure our friend here wouldn't mind seeing me stuff it full of cock before he gets a taste of it."

I so badly wanted to be able to see Kelly take off her jeans so I could get a glimpse of her pussy but I couldn't pull myself away from sucking on Jerry's cock. I could hear the zipper of Kelly's jeans being pulled down and then the sound of her sort of struggling to get the jeans off in these tight quarters. All the while Jerry's huge manhood was being plunged in and out of my mouth.

"Why don't you boys take a little break and look at this," Kelly said.

I could feel Jerry turn his body towards Kelly so I let him pull his cock from my mouth. As I looked past him, I could see that Kelly was lying down on the bench and her hand was between her legs rubbing her pussy through a pair of light blue panties. This was definitely turning into one of the most interesting lunch dates I've ever had in my lifetime.

There was no way I could sit there and just watch Kelly rub herself like that, I had to get closer. I got up from my bench, cock reaching for the stars and exposed for all to see, and moved over closer to her. Jerry was standing so that his cock was pretty much right at her waist level so I moved in to position just to his left so that her face was less than a couple of feet away from my cock. I guess I was hoping that she'd take me into her mouth but I really wasn't thinking about it. Jerry was now stroking himself slowly and I began to do the same. Kelly lifted her hips a little bit and slid her panties off around her ankles, exposing one of the most gorgeous pussies I have ever seen. There was lots of neatly trimmed dark hair surrounding her mound and her lips were large, puffy and obviously very wet.

"You guys like what you see? Would you like it if I slid my fingers inside of myself?" Kelly asked as she ground her lovely bush into her right hand.

"Oh yeah baby, let us see you play with that pussy," Jerry said, as he had picked up the pace with which he was stroking himself. "Get yourself all nice and wet so I can slide my cock inside of you. I want our friend here to taste your delicious juices on me the next time he puts my cock in his mouth."

There wasn't a whole lot I could say at that moment. A very attractive woman was lying directly in front of me with a couple of fingers buried deep inside her beautiful pussy. And then there was a man, with an absolutely magnificent cock, standing directly next to me basically telling me that after he fucked that pussy that I was going to lick the juices off of him. I felt like the cum was going to burst from the end of my cock at any second so I stopped stroking myself and just concentrated on watching the incredible sight in front of me.