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I was travelling on a night train from Edinburgh to London, it was unusually quiet even for midweek and the sole occupants of my own carriage at the far end of the train consisted of an elderly couple who were fast asleep and a student facing me from the table on the opposite side. We passed comment occasionally but we were both rather more focused on our own books than conversation, I even slept myself for a few hours waking up around 3am. There were still a few hours until the train arrived so I grabbed my bag from the overhead rack, nodded at my companion and wandered down the carriage to freshen up and get changed. On arrival there was no chance I was stepping inside that restroom given the state it had been left in by previous occupants. I quickly brushed my teeth in the alcove outside, but getting changed was out of the question since the few people in the next carriage were clearly quite active. So I headed back to my seat slightly frustrated, which evidently showed on my face as the student expressed concern and asked if everything was okay. I put my bag back on the overhead rack and briefly explained that I’d hoped to get changed out of my work clothes before meeting my friends at the station. We denounced the occupants of the other carriages as animals and shortly thereafter drifted back into our books. As 4am passed by the elderly couple were still fast asleep and I having finished my reading an idea came to me, I turned to the student and quietly said "Could I ask a favour?" He nodded his assent while uttering the single word "sure?" wondering what I was about to ask and looked very surprised when I explained "I really want to get changed before meeting my friends, if you wouldn't be offended could you keep a watch on people walking down the carriage while I sort myself out?" Unsurprisingly he wasn't offended and confirmed this by closing his book and moving to the aisle seat to make it easier to see up the corridor. It was still dark outside and I’ll admit I was more nervous of the train passing or stopping at a station while I was partially clothed than the student but after only a moment of hesitation I stood up and moved my bag from the luggage rack to the table. Rather than undress straight away I decided to tease the student a little by placing the clothing I would be changing into on the table first. The first item was my black blouse with the small turtle patterns on it, then a black skirt that would reach to the middle of my calf… the look on the students face when I removed a matching set of bra and pants from the bag was priceless. I had no idea if I’d be changing into them but it was fun nonetheless. The final item to be removed from the bag was a body wipe to freshen up with, this done I started undressing by taking off my shoes and placing them on the seat beside me. Then nervously peeking round towards the other compartment I started unbuttoning my blouse, making sure not to make eye contact with the students so he wouldn't feel the need to look away, once the final button was undone I slipped the blouse over my shoulders and placed it on top of my shoes. I looked back towards door again and once I was confident the coast was clear pressed my shoulders into the back of the seat, arching as I lifted my bottom up and started to pull my trousers down over my hips, I purposely allowed my pants to come down with my trousers to the point where he could see just a little fluff… then stopped pulling the pants back up before removing my trousers completely and folding them neatly onto the chair. It would now be almost impossible to cover up if anyone was to walk down the carriage, my intention had been to give myself a quick rub down with my underwear on but decided the bra was coming off too. I quickly made eye contact with the student and said "here goes" before peeking round the side of the chair while reaching behind me to undo the catch, as the straps fell away I pressed my now naked back into the chair and let the bra fall forwards leaving me almost completely naked on the train. The student was trying to make an earnest impression of acting as lookout but was clearly distracted, while he rapidly alternated between my breasts and the door I removed the body wipe from its bag and after giving my face a quick rub worked my way efficiently over all the exposed areas of my body. I finished off by giving my boobs a quick once over which given how sensitive they felt at the moment was quite difficult. After a long journey it was nice to feel quite a bit fresher, but I got a little shock as the train suddenly slowed as it passed through a station. There were one or two people on the platform but only one of them noticed me sitting there rigid with my hands placed firmly over my breasts before the train picked up speed again. I knew I’d have to speed up as soon people would be joining the train to get to work. As soon as we were through the station I said "sorry shows about over" and picked up my bra from the table and started to get dressed. I quickly put on my black blouse, the hem almost covered my pants so I decided to quickly change those too, I looked at the student then hooked my thumbs inside the waistband either side of my hips. Finally raising my bottom off the seat I looked behind me while I pushed the pants as far down my legs as possible before sitting back down. I knew full well that while in the air my fluff would have been fully exposed. With one last look behind me I pushed my pants past my knees and let them fall almost the floor before leaning forward around the table and lifting them over my feet before dropping them on the used pile. I pretended I had heard a sound at this point so with my heart beating I sat there motionless and bottomless for at least a minute, my blouse covered almost everything but any motion revealed at least a little of me and he had a nice side view of my naked thighs. With heavy heart I picked up my pants and leaned forward round the table to step into them, then grinning arched my back once more with my fluff pointing at the student while I pulled them all the way up. I could see by the outline of his jeans that the student had clearly been a very appreciative audience, and he seemed a little disappointed as I finally slipped on my skirt and repacked the bag. I said "Thanks for helping" before he stumbled over his words a little before saying "Thanks", we had another hour or two before reaching London and he seemed rather unable to concentrate on his book for the rest of the journey. When we pulled into the station I met Julie by the kiosks, she knows me remarkably well and realised straight away I’d been amusing myself during the journey by my grin. Other than saying I could tell her about it later nothing more was mentioned. We spent an enjoyable week in London without further incident before we both headed back up North… and Julie surprised me with a rather fun dare to pass the time. Alice AliceFisher [2

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