We had an invitation to meet with some older friends down the coast for the weekend. I packed the car and off we went on another road trip adventure. My girlfriend was tired and slept for most of the four hours in the car. She was wearing a short little sun dress which I had hitched up while she was asleep so I could see her ass and pussy. After a few hours I needed a piss and a stretch. I woke her up and stopped at a deserted highway rest stop. All the staring at her ass and thinking of how hot she looked had me pretty horny. The stop had an isolated desolate unkept toilet block. I told her to come into the ladies side thinking it would be a little cleaner. It was stark, musty with no doors on the cubicles from vandals and a cold concrete floor with a stainless steel sink. We went in and I watched her piss and she took her knickers off to change them in the car. She watched my cock while I pissed. I kept my cock out and went to the basin. I said I wanted her swallow my cock and I stood back to the basin with her on her knees before me sucking my cock. I heard a car pull up and some footsteps on the gravel. A woman over 55 burst through the door, startled at first desperate to pee . I put my finger to my lips and gestured shhhh. She just smiled and slinked into the cubicle busting to relieve herself. She was kind of like Joan Collins; quite slender classy brunette with big tits and very hot for her age. She dropped her knickers and peed in front of me with a mixture of relief and awe on her face. My girlfriend was oblivious to her presence and took my full cock with little gags. I heard the woman finish and I gazed at her enjoying my public blowjob. The woman did not get up, watching her intently. She stared rubbing her pussy obviously getting off watching my girls considerable cock sucking skills. The woman groaned as my girl took my whole cock down her throat revealing her presence. My little hottie looked surprised and turned on as she spotted her masturbating in the cubicle. I told her “Dont stop” as this woman old enough to be her mother was defiantly enjoying the show. I gestured her to come over without a spoken word. There was a surreal moment as she got up, ogling my cock in my gorgeous girlfriends mouth. She grabbed a handful of my ass cheek digging her long manicured fingernails into the skin around my asshole. I lifted her top and bra softly massaged her breast pinching and biting her erect nipples. I tonged kissed her deeply and she moaned in pleasure. My girlfriend stood up and the woman rubbed my girlfriends breasts and placed her hand directly on her wet pussy rubbing her engorged clit. She put her long finger deep into her pussy rolled it around and placed it my girlfriends mouth. She then dropped to her knees and took my hard cock in her mouth. I wasted no time in dragging her to the cold concrete floor. I rubbed my hard cock over her large pussy lips and clit and forced my cock into her very wet pussy. I started slow and then pounded her wet cunt very hard while my baby watched. I told my girl to sit on her face while I was fucking her. She straddled her face over her shoulders effectively restraining the woman, which made her hotter. She went wild and hungrily licked her young clit and ass while I was pounding her pussy. She started to come hard and whispered in a soft refined voice, “Come inside me please” the only words she uttered. While she was coming my girl squirted her juices all over her face and her perfect make up and mascara started to run. She was moaning and thrusting enjoying being the center of this hot anonymous, spontaneous encounter. I exploded inside her and stayed there until my girlfriend exploded in a big clitoral orgasm all over her face. We got up dusted off hopped into our cars and drove off into obscurity well and truly “rested”.