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.