I packed my things and headed north on I-95. I had just crossed the Georgia/South Carolina border when I noticed a hitchhiker. Normally I would just drive on by, however this particular time I did not. Several things factored in on my decision to pick this hitchhiker up. It was raining very hard and when I got closer I noticed the hitchhiker was a female with a very, very nice ass. Besides, I was feeling lonely and could use the company. I pulled up just ahead of her. From my rearview mirror I watched her run towards the passenger side of my vehicle. She was wearing cut-off jean shorts and had long tan shapely legs. Being the leg man that I am, I remember thinking how lucky I was.

When she got in, long legs first, I could not take my eyes off them. They shimmered smoothly from the wetness. I was entranced by them, and embarrassed when I failed to acknowledge her saying thank-you for picking her up. I was brought back from my stare by her slight laughter as she said again, Thank-you for picking me up. Realizing I had been caught I slowly looked up into her wet face and saw she was smiling at me. Her hair was matted to her skull and her top stuck to her like a second layer of skin. I quickly gathered myself and crawled into the back seat to pull a towel out of my gym bag.

I handed it to her asking, "What in the hell are you doing out in this mess?"

After thanking me for the towel she told me the whole story about how she and her boyfriend got into an argument while driving. She finally had enough and told him to pull over and she got out. He drove off, but not before she told him they were through and that she never wanted to see him again.

As she told her story I could not take my eyes off her gorgeous legs watching as she slowly wiped them dry.

Once again she pulled me out of my trance by having to repeat herself saying, "Excuse me (laughing) I just asked you what your name was and where you were heading."

I pulled myself together saying, "I'm sorry, my name is Justin and I am going to Maryland."

She replied with a smile, "Hi, My name is Stacy and Maryland sounds good to me."

As I pulled back on to I-95 she explained to me apologetically that she would not be able to help out with the gas because her boyfriend had all their money. I told her not to worry, providing she kept me good company. Otherwise I would have to toss her back out into the rain. We laughed at that, which eased the tension between us and brought on idle conversation. During our conversation she asked if she could take her wet sneakers off. I told her please do so. I watched as she wiped her feet dry with the towel. She had wonderful arches and beautiful toes. Her nails were painted light red. She slowly ran the towel between her toes as she flexed her foot up and down. I quickly looked up so as not to be caught again but I was too late. She was staring directly at me with a knowingly smile. I could have sworn I saw her nod her head in self-confirmation. By now she had no doubt about my fetish. Inside the closed confines of the car the odor of her wet shoes and feet began to fill my senses. After a few hours of getting to know each other I invited her to have a beer from the cooler I keep in the back. I always keep it filled on long trips. She immediately stretched her lean body over the seat to grab a beer. I took this opportunity to get a closer look at her ass, long legs and amazing feet. I watched as she flexed her feet up and down causing her soles to wrinkle and her shapely calf muscles to tighten and relax. While doing this she asked if I wanted one. I told her not while I'm driving and that I only drink them when I have stopped for the night.

I checked my rearview mirror, and saw that she had been watching me check her body out. I was busted yet again. Once she realized my embarrassment she smiled and plopped back down in the seat next to me saying, "Hey!...can you open this for me?"

I noticed that she had put her feet up on the seat bringing her knees up and resting her chin on top of them. Her toes were inches from my right thigh.

I said, "sure, no problem. Take the wheel while I open it."

As she reached to grab the wheel the toes of her left foot rested on my upper thigh inches from my groin. Needless to say I took my time opening the bottle, trying not to be too obvious. I felt her toes flex several times and I knew I was becoming aroused.

To my surprise she giggled saying, "This is fun isn't it?...I enjoy taking the wheel."

I laughed a bit nervously and gave the beer back to her. She tucked her long legs back into her chest drank her beer. Occasionally I would catch her looking at my crotch. That is when I knew that she knew the affect her legs and feet were having on me. As we talked she moved her toes very close to my thighs and continued to flex and run her fingers between them. I was completely aroused by this and started to squirm a bit uncomfortably. After her fourth beer I could tell she was becoming a bit giddy. Then completely to my surprise, as she leaned over the seat to get her fifth beer her right foot swung out and landed squarely in my lap directly on top of my manhood. She continued to struggle for the beer in the ice chest, her toes pushing and prodding against the head of my straining dick. This lasted for a good 5 to 8 seconds.

As she climbed back she saw what she had done and in mock surprise said, "Oh I am so sorry! did I hurt you?"

I swallowed hard a few times and said, "No, no, no that is okay, I am fine."

She laughed and said, "Good, The last thing I would want to do is hurt you down there. I guess I am getting a bit drunk."

I said, "No problem. You can get drunk all you want and have a good time, just as long as you are not driving."

There was a pause as she looked at me quizzically and then scooted herself next to me in that same tucked position. her beautiful feet and legs pointing the way as her soles finally rested against my thigh.

Then she asked me, "Justin, What is it that you find physically attractive in a woman?"

I replied, "Oh the usual stuff you know."

"Seriously Justin tell me I want to know. What is it that turns you on when you look at a woman?" While saying this she rubbed her soles against my thigh as if to accent her question.

Perhaps due to hours of her frustrating from the moment I picked her up I blurted out. "Okay, okay. If you must know I am turned on by a woman who has nice legs and bare feet."

She laughed and finished her beer with a final big gulp saying, "That's what I wanted to hear from you." I laughed also. We must have laughed for 5 minutes straight.

She asked me if I thought she had nice legs and pretty feet. I explained to her how I thought she had the most beautiful legs I had ever seen and her feet were perfect. She asked me to tell her what I liked about her legs and feet. I told her they were the longest legs I had ever seen. Her calves had amazingly toned musculature and her skin a beautiful golden tan. I explained it all to her in great detail.

She told me how she always wondered why some guys could not take their eyes off her legs and feet. Now she knew but she never understood the attraction. She asked me what is the turn on? and what would I like a girl to do to me using her legs and feet. I told her you are getting kind of personal now aren't you.

She said, "C'mon Justin I want to know. I am 19 years old so it's not like you are corrupting me. Besides, isn't this fun?", as she tilted her head to one side and slowly rubbed her feet against my upper thigh. Her big toe nipping the head of my penis.

After a few minutes of her prodding me both verbally and with her teasing toes I finally succumbed. "alright I will tell you."

Upon hearing me say this she got excited and asked, " Hey my legs are getting cramped would you mind if I stretched them out and laid them in your lap while you tell me what you would like a girl to do to you with her legs and feet?"

"Not at all Stacy, not at all." I smiled.

Stacy giggled and said, "I did not think you would mind."

She laid those fine legs in my lap positioning them so that her calves rested directly on top of my swollen dick, completely covering it from base to head. I felt my dick creep out of the opening of my boxer briefs as it lay partly across my thigh. Stacy definitely knew what she was doing and had to feel my straining bulge beneath my blue jeans as it pressed against her calf muscles. She laid back crossing her arms behind her head and asked me to start telling her.

I told her, "This is way too much. Here I am with a beautiful woman who has her amazing legs resting on my hard cock asking me to tell her what I want from a woman like her."

She laughed and said, "Think of my legs as inspiration."

I finally said, "No way, for starters I cannot do this and concentrate on the road, it is dark we have to pull into a rest area and you can do this there. I have been aching to feel your toes around my cock since you took your sneakers off."

Stacy sat up smiling and said, "Alright lets do it! I never made a guy cum with my feet, sounds kinky to me."

The only problem was I did not know how far it would be before the next rest area. Stacy with all the exuberance of youth had already jumped with both bare feet into my lap and was working my pants and boxers down to my knees. I was breathing hard and my blood was pumping as I felt my freed cock swaying back and forth. The head of it bouncing off Stacy's lower calves and ankles. My God her legs were so long the tops of her Knees pressed against my neck and underside of my jaw. I tilted my head and kissed the tops of them. Feeling the smooth moistness of her skin against my lips. She laughed upon seeing me do this asking, "Where is the next damn rest stop?"

I replied breathing hard, " I don't know but we need to find one quick cuz I do not know how much of this I can take."

My cock continued to sway between her lower legs and feeling the rest of Stacy's smooth tan legs against my bare chest and stomach added to the excitement.

Stacy drew herself in closer wrapping her left arm around my neck and resting her head on my right shoulder as if in a state of boredom.

Stacy asks me, "Are you going to be okay? we have not even done anything yet and you are breathing hard." Then she asked, "How old are you Justin?"

I laughed and said, "Well I damn sure ain't 19. I am 40 yrs old, and ain't had a woman in two years. I got a 19-year-old bombshell sittin next to me with her long tan legs playing ping-pong with my swinging cock between her ankles. An on top of all this she is willing to make my wildest fantasies come true as soon as I can find DAMN Rest AREA! Hell yes I am breathing hard."

Stacy looked at me and said, "You are 40! wow! I thought you looked to be late 20's early 30's. never would of guessed 40. You ARE an old man." Then I will never forget the look she gave me, almost evil-like, and said "I hope you do not get a heart attack when we finally do get to the good stuff." with that she licked the tip of her index finger and reached down between her ankles placing it on top of the hole at the end of my dick forcing my dick against her left ankle and rubbing it back and forth then moving my dick to her other ankle and doing the same on that side."

Upon seeing me squirm as she did this she pulled me in tighter with her left arm still around my neck and keeping her head on my shoulders she continued to rub my member against the inside of her ankles controlling the movement with the tip of her finger alternating between ankles.

Stacy would rub it four to five times against one ankle then switch to the other. The sensation of feeling this caused my body to tighten and breathe hard then a brief relaxation as she moved my cock to the other ankle.

After several minutes Stacy noticed the reaction my body was having to her playful antics. she giggled into the crook of my neck saying, "I love feeling the control I have over your body as I do this."

She playfully sighed as if bored," hoooooohummmmm, we really need to get to a rest stop Justin."

I responded with a long sigh. "Upon hearing this she giggled.

Then as if by magic upon her request, There it was, a rest stop. I quickly pulled in and found a very dark corner where I parked under a tree. I Leaned forward staring at my throbbing cock between her feet still being controlled by her finger and I said, "Thank God finally!" She removed her finger from the head of my dick and grabbed the shaft in her hand. She lifted her right foot resting the bottom joints of her toes directly on the head. She began to move her foot from side to side simultaneously pumping my cock with her hand. The feel of the head of my cock rubbing against the soft underside of her toes was incredible. My body tightened immediately.

Stacy whispered in my ear, "I see you are likeing this."

I watched as her toes flexed up and down while my cock moved across her golden toes. I began to see signs of precum oozeing out of the hole and being caught by her soft digits. With each stroke of her hand more precum would ooze forth between her toes.

Seeing this, Stacy wiggled her toes saying, "Oh I love this sticky stuff, it feels wonderful between my toes."

I gripped her other leg with both my hands pulling it closer into my chest holding on tightly for some kind of control.

She removed her toes and slid her body on the seat beside me. She then placed the heels of both feet on the armrest of the door in such a way that her calves were together directly over the head of my cock. This was the first time I really got a good look at how shapely they were as the muscles in her calves swayed gently to and fro' while she positioned her body.

realizing what was in store for me I felt a bit light headed. Not wasting any time she grabbed my member and lowered her beautiful tan calves down onto the head and began moving them from side to side. I watched as the head of my cock rubbed against the smooth musculature of her calves. My cock moved from the left calf then between them an on to the right calf and back again. As she began to jerk my cock again. I watched as the hole at the head of my cock was forced slightly opened each time one of her calves rubbed over it. As she continued to do this the precum began to ooze again I could not contain myself as I watched my sticky liquid cling to her leg causing her calves to glisten with each passing over my cock. I threw my head back and moaned, "Uhhhhhhhhhhhhhhhhh! My God this is great!"

Stacy laughed, "This is so awesome! You are enjoying the hell out of this aren't you? You have got a shit load of precum. The stuff is all over my legs. You must be holding back cause I can feel your dick throbbing in my hand. You can't hold on much longer."

She clamped both calves around the head of my dick and rapidly started to Jerk my cock with her hand.

Immediately I stopped her saying, "No, not this way."

Stacy looked at me and asked, "Then what do you want to do." I told her first of all I want to take my pants and underwear completely off. Which I did immediately. I had this worked out in my head during the long drive as to what I had planed with her feet and legs. I jumped into the back seat to get a pillow, which I threw at her and she responded with a laugh. I then opened my toiletry bag and pulled out a small bottle of baby oil. I then jumped back into the front seat. where Stacy was waiting for me with a silly smile as she clutched the pillow. I placed the pillow against the driver side door and told her to sit back and relax. I lifted her legs and scooted in underneath them setting them back into my lap. I proceeded to rub her feet and legs with baby oil. She was enjoying it.

Then it was her turn as she scooted up and placed my cock between her feet started to rub baby oil up and down the shaft. She asked me, "Is this where you like me feet? do you want me to jerk you all the way with my hand onto my feet?"

Without saying a word I grabbed her right foot and placed my shaft between the big toe and index toe and did the same with the toes on her left foot and told her to start jerking me with her toes and her hand.

Stacy was amazing she caught on quick. Her toes fit tightly around my shaft. she kept the head of my dick being gripped by her hand the whole time moving it in unison as she pumped my shaft with her toes. I knew I was not going to last long like this. Watching her beautiful calf muscles sway from side to side as she jerked her feet up and down. I could not help but moan. She heard this and looked up at me laughing.

Stacy was concentrating hard and then asked me to position myself in front of her so I could straddle her and she could get closer inside to her favorite play toy, my balls.

She said, "I got one free hand free and I want to play with your balls."

I quickly positioned myself and Stacy picked up where she left off. My shaft locked between both sets of her big toes stroking me slow and deliberate while her hand gripped the head and her other hand began playing with my balls. I felt her fingertips probing deep but gently into my nut sack, occasional she would hit a tender spot causing my body to jerk. I looked at her when she did this.

She looked at me saying repeately, "shhhhh, its okay, I will be gentle, I love playing with a guys balls. It gives me a feeling of power ya know. And now having your cock at my feet even more so."

As she slowly quickened the pace with her toes and hands I started to thrust my hips up.

she giggled and said, "Thats it fuck my soft toes but you have to hold on cause I am having a blast... and I can tell you are, because I see your eyes rolling back into your head."

To even heighten my excitement she begin to rub her thumb up and down along the sensitive underside part at the head of my dick.

I watched as she did this witnessing drop after drop of precum ooze out onto her thumb with each passing rub.

I groaned again.

She smiled big saying, "This is one my favorite things to do to a guy. Milking the precum out with my thumb. I love watching the stuff ooze out." After saying this she braught her thumb to her lips and licking it clean saying, "It smells and tastes so good."

She then gripped my cock again and picked up where she left off milking my cocks some more with her thumb. All the while her toes continued to pump the shaft.

By now I figured her legs would be getting tired but I could see they were too strong. Watching her thigh and calf muscles flex as she pumped my rod I could not hold on much longer. Her fingers were deftly probing my now full nut sack. I knew she felt its fullness also. Saying, "I feel your nuts getting fuuuuuull." as she playfully squeezed my right nut, rolling it gingerly between her thumb and index finger, and saying, "like this one." I could definitely see a sadistic side to her now.

Then she said, "I am going to try something now." She scooted in closer sliding her left toes up my cock locking it around the base of my head and stroking it saying, "that's a nice tight fit." While she buried the tips of her other toes into my swollen nut sack wiggling them erratically. If that wasn't enough, both hands now free, she grabbed my cock and started strokeing it as well. Both her thumbs were applying pressure to the big vein underneath milking up pressure with each stroke. Just as her thumb had done only seconds earlier, Her toes now at the head were already milking out precum all over the place, sticking to all her digits. All the while my balls were being jiggled relentlessly in their sack by the toes of her other foot.

I said, "that's it I am in heaven, I am Cumming Stacy. I am Cumming, work it faster, faster."

I looked up and saw the most incredible site ever. Here was this beautiful 19 year old sitting between my legs working my groin area over like a steamroller!!! With her beautiful legs and her hands milking out every ounce of jism possible that this 40-year-old man had in him. she looked amazing as her calves jiggled and tightened with every movement of her toes. I watched as her toes at the head of my dick flexed up and down with amazing dexterity. Each up stroke eeeked out a sticky strand of precum only to be wiped away as her big to swept accross the sensitive tip of my dick. She obviously new her way around a guys dick as she hit all the sensitive areas. I knew this by watching her big toe as it continuously moved up and down, rubbing against the highly sensitive underside of the head. I watched her as she payed particular attention to what her toes were doing to the head of my cock. waiting for my cum to gush all over her toes. My precum completely covered her toes and began to run in rivlets along her arch and towards her ankle.

She saw me looking at her and she smiled saying, "C'mon let it cum! I gotta see you squirt all over my toes and feet. You cannot hold out much longer, your precum is all over my toes and I can feel the shaft of your cock Throbbing to release. Give it up, C'mon baby."

Hearing her voice I thrusted even harder bringing my buttocks off the car seat.

I told her to keep talking.

She smiled saying, "I love to talk." and she continued saying," Watch my toes as I milk out your hot manhood."

I looked up watching her slowly and deliberately squeeze the head of my cock between her big toe and index toe as she moved her toes up, as if she wanted to make sure her big toe rubbed against every sensitive nerve at the head of my dick ever so slowly. while she did this her hand pumped even more furious on my shaft. Each time the head of my cock slowly slipped between her squeezing toes she would say the words "C'mon you can do it." as if she were talking to my cock urging it on.

After hearing her say those six words over and over I threw my head back and groaned. The relentless pounding of her hand strokes combined with the slow torturous pressure of her big toe rolling over my throbbing cock's head was more than I could handle. I released the juice of my manhood all over those beautiful toes and feet. I watched as it shot out between her toes and a drop landed on her shin sliding down the side of her leg. She saw it as well commenting, "Wow! that has got to be some kind of distance record." Stacy did not let up throughout my entire orgasm. She continued to milk every ounce of cum from me with her toes and fingers. Stacy coaxed me on continuously throughout my orgasm. With each one of my convulsion saying, "cum-on baby, give it aaaaalllll up. I want every drop on my toes and feet."

I must have convulsed three times and after raising my head with each one I watched as my jism was squeezed from the head onto Stacy's painted toes. Her other toes still buried in my now deflated nutsack continued to wriggle as if trying to coax out what remained. Stacy was relentless hitting on all the right areas. Amazingly Stacy had taken the parts of her body that excited me and applied them to the areas she new excited a man the most.

After the third one I relaxed completely laying back down on the front seat as Stacy slowed her pace on my cock but continued to milk it with her toes, slowly my cock began to shrink between Stacy's toes. Still she continued on milking out what now was only a clear liquid that brightened her toenail polish. She kept at this for several minutes until all that was left was a shriveled mass of flesh and nerve endings.

With my limp cock still between her toes Stacy commented, "That was awesome! I never new my feet could have such a powerful affect on a man. Your cum is all over the place on me."

I said, "you are amazing and really creative with your toes. I love to hear you talk about what you do to me."

Stacy laughed saying, "It was fun. What a neat fetish, I just put my toes and legs where I know a guy likes to be touched. Besides, It frees up my hands to do other things, as you can see."

I beckoned her to lay with me but she said not yet. I want to get you hard one more time I know you will last longer the second time around. Completely spent and laying on my back, she bent down and placed my flaccid member into her mouth and began rolling it around gently with her tongue. Oh that felt so good and soothing, feeling me inside her warm comfortable mouth.

Then she stopped raised up and said, "I don't want you to fall to sleep. I want you to think about what we just did and get hard again. Think about my toes and legs." Then she went back to work. After 3 or 4 minutes I felt myself slowly getting hard. I heard her moan in recognition, "aaahhhaaaammmm". Then she pulls off briefly to smack her lips. I notice I was semi hard at this point. She then brought her long left leg up laying it across my chest so her foot rested near the right side of my face. Then using her left hand she grabbed my dick by the head raising it up. She then slid her right foot in between my legs placing the bottom of her big toe against the root of my member. Flexing it up and down along the underside vein. This was amazing as I could also feel the slight pressure of the ball of her foot as it pushed on my testicles.

I responded with a long grown and a smile as I looked up into her face. Stacy smiled and said, "I thought you would like that. See I was thinking while I was down there resurrecting little Justin back to life. I put my foot next to your face for reason you know, be creative and help me out while I go back to work. She winked and to my surprise started to go back down on me.

I stopped her momentarily saying, "Remember Stacy, I am 40 your 19. Don't kill me okay." She laughed saying, "You will be alright." and proceeded to take me back into her warm mouth.

I turned my head to the left and began licking her toes and instep. The taste and smell of sweat was wonderful and heady. I ran my tongue between her toes tasting a saltiness. All the while I felt my cock growing in her mouth. Her big toe worked in unison at the base of my cock to the rise and fall of her head. I grabbed Stacy's heel and raised it so that her luscious calf was above my lips and began to lick it and suck hard on it. I gave her leg a hickey. Thinking there are going to be some envious guys who see that. By now Stacy's mouth and big toe had brought me back to full erection. I noticed my balls were feeling a bit heavy as well as the pressure of her foot was a bit more intense. Stacy raised her head up one final time keeping a lip lock on the head. Feeling her stop I also stopped kissing and licking her calf. I raised my head and saw her smiling at me with the head of my cock still in her mouth. I remember thinking I wish I had a camera.

Stacy raised up and said, "I love this stuff, making you get hard again. Are all leg and feet guys this easy?"

All I could do was throw my head back and laugh.

Stacy positioned herself between my legs sandwiching my cock between the soles of her feet. With a serious look on her face she said, "You like my legs so I bet I can make you cum all over them. This time it is going to require a lot of work." With that said Stacy grabbed the bottle of baby lotion and rubbed it all over her legs and feet as well as my rigid cock.

She threw me the pillow saying, "You're going to need this." Taking a deep breath, I laid back propping my head on the pillow that I placed on the armrest of the door. All the while wondering what this leggy foot Goddess had in mind.

Stacy immediately spread my legs apart as wide as they would go. She then curled her right leg around the shaft of my cock locking it directly behind the knee joint, in such a manner that the outer portion of her leg rested flat against my pelvic region, as if she were about to sit full Indian style. I watched as I could only see the upper third of my cock the rest of it was being sandwiched between her tight calf and hamstring . I was amazed and aroused at the smoothness of her skin against my member. The slick oil made for nice sound effects as she slowly began to pump my cock with her calf. I was in heaven as I watched her beautiful leg moved up and down my shaft. Whether it was involuntary or not, with each stroke of her leg I saw her foot flex causing her calf muscle to tighten against my cock. A sensation I will never forget. The whole time Stacy never took her eyes off me. An occasional smile or giggle would escape her as she saw my facial expressions change.