Million Dollar Baby

He woke up to the sound of a woman in orgasm. The moaning came from down on the gym floor. He sat up in his makeshift bed in the loft and peered down into the dark shadows of the cavernous room.

"Oh, oh, oh," came the sharp piercing cries. "OOOOOHHHHH!" Was it an orgasm?

He listened for a few more moments; he could see a shadowy shape over at the boxing ring; The shape was writhing and trembling in a rhythm that reminded him of sex. The place was supposed to be empty though. It had to be at least 1AM. Finally, he called out, "Who's there."

There was a sharp yelp and the shadowy shape rolled out of the ring and onto the floor. "Hey," he heard a woman's voice call out.

"Hold it right there; I'm coming down." He slid down the ladder fireman style and hit the gym floor with a thud. He could see the girl running towards the door while trying to gather up some things. Was this a robbery? He was quicker on his feet and made it to the exit first. The woman actually plowed into him in her eagerness to escape.

Her bag dropped to the floor and her towel and clothes spilled out. He grabbed her wrists as she squirmed to get away. She was slick with sweat and her long hair was thrashing around. She was strong too and almost broke away from his grip.

"Let me go," she squealed.

"Hold it, hold it," he managed to get his arms around her waist and lift her off the floor and move her towards the light on the other side of the room.

What he was holding was a gorgeous woman with long wavy hair and brown eyes. She was petite, no more than 5'5" but that was all that was petite about her. Her body was a compendium of curves and mounds in all the right places. She was wearing a tight red leotard and her creamy flesh was pouring out of it. She glistened with sweat and her eyes flashed with anger.

"Let go of me asshole," she screamed and managed to throw her knee up into his crotch. He doubled over with pain and she turned to run but he bound after her and grabbed her ankle. Now they were both on the floor wrestling. This time she was able to make a fist and punch him in a spot no man wants to be punched in. She leapt to her feet and danced above him like a victorious boxer as he writhed in pain.

"Who the hell are you?" she demanded.

"I was gonna ask you that," he groaned as he rolled on his back and brought his knees to his chin in an effort to ease the pain. "I'm Frank's cousin; he let's me crash in the loft up there when I'm passing through town."

"Oh my god," she gasped and she knelt down and cradled his head. The agony in his crotch was almost worth it as she pulled his face into her mammoth breasts and hugged him to her body. "I'm so sorry. I didn't think anybody was here. Frank lets me use the gym after hours. I like to work out alone. Did I hurt you? I'm sorry." She was stroking his hair gently.

"Mnmmnmmmmn," was all he could manage as he buried his face in her soft warm cleavage. She was moist from sweat but smelled sweet as a flower.

"Are you OK? I'd didn't mean to do that." She pulled his head up and looked in his eyes. "I'm Karen, Karen Price."

"Ed," he grunted and held up a hand. She took it and squeezed it tightly.

"I've never ever done anything like that."

"It's OK; I startled you."

"It's not OK! How can I make it up to you?"

"Just help me to a chair." Karen slipped her diminutive body under his arm and supported him as he struggled to his feet. She could feel that he was well-built, a boxer's body. As they moved to the chair he leaned against her and dropped one arm down her back. It brushed against her rear and he realized that it was meaty and plump but well toned and muscular.

She eased him down into a folding chair and sat in front of him on the floor tucking her legs under her chin. He finally got a good look at her face. Her hair was mussed and strands stuck to the bare skin on her shoulders. Her face was round and soft and had a warm open and innocent expression. Her eyes projected concern and curiosity. He could tell that she was checking him out and liked what she saw.

"Anyway, what do you do Ed?" Her voice gushed out over him with its musical tones.

"I was a boxer, lightweight, until a few months ago. I've decided to go back to school. UC Berkeley, law. How 'bout you."

"Well, you caught me at a bad time," she giggled with delight. "I'm actually trying to make up my mind. I've been asked to do some modeling."

"So what's to decide? You're a fine looking woman."

She giggled again and even in the dim light he could see she was blushing. "Yes, well, um, thank you, but it's a different kind of modeling." She hesitated then whispered, "It's for Pl…Playboy." Now she was looking demurely at the floor.

Ed chuckled kindly. "They made a good choice. You should do it."

Suddenly Karen's face brightened and she leapt up. "Do you really think so? She spun around and then thrust her hips towards him. "You don't think my thighs are too fat?"

"Not at all; they're perfect."

She laughed again and wagged a finger as she followed his eyes down to her shapely derriere. "Naughty, naughty. It's because of wolves like you that I have to workout late at night by myself."

"So you're a gymnast? I'd love to see your routine."

Again she squealed with delight. "Really? Would you? You can help you know. I never get to use a spotter. The guys are always trying to cop feels." She was blushing a little at this idea as she got herself in position for her routine. Suddenly she was on the floor and scissoring her legs up at him. This was the beginning of a long set of different shapes and poses as she stretched and bent her body in ways that seemed impossible for any human especially one as voluptuous as Karen.

Ed might have appreciated the athleticism of her efforts but all he could do was stare at her magnificent body as her huge soft breasts changed shape with every twist and turn and her round ass tightened whenever she did some awesome lifting with her legs. Plus she kept grinning and teasing him. When she stood on one foot with her arms out an her other leg parallel to her back she turned to him and winked.

After about ten minutes of this she took his hand and led him to some of the bars and rings and other equipment on the other side of the room. He still limped a bit and she blushed. "Oh, it still hurts! Poor baby, what can I do to make it better?"

"Well, you could kiss it and make it better."

Karen paused and looked at him sternly for a second. "Play nice," she said softly. But even as she spoke her eyes ran down and looked at the bulge in his shorts. All he was wearing were boxer shorts and a ripped white tee shirt. She leaned back on the parallel bars and lifted one shapely leg in the air.

"Do you want to see more routines?" she asked still staring at him.

"Why don't you take a break," he put his elbows on the bars and stood close to her. "So what were you doing when you woke me up?"

Now Karen's sweet face was completely scarlet. "I was… I thought I was alone…and…well, you know, an athlete in a good hard workout sort of gets, gets…turned on."

Ed grinned and turned towards her. "I get it. You were working ALL your muscles." His hand rested on her leg and she looked up at him. "I gotta tell you; I got turned on watching you just now."

Still blushing Karen murmured, "Really? I don't know. I feel a little too..big."

Instead of responding he stepped in front of her and putting his hands on her plump rear he pulled her into a kiss. She yelped in surprise but then opened her mouth and fed him her tongue. Without hesitation his hands ran up her back and up to her shoulders. Pushing himself against her he slid his fingers under the thin straps of the leotard. He paused there and looked into her face. She had closed her eyes and was sighing. That was enough for him; silently and slowly he unpeeled the sweat soaked garment from her moist skin.

Her breasts, once free of the clothe spread against his chest. He could see the white tan lines which revealed her shyness and modesty but also highlighted the wide round areolas and firm nipples. Her hands were around his neck now and she was kissing him fervently, her tongue rolling and probing and tasting his mouth. He continued to push the fabric down over her delicious ass and off her thighs. It dropped to the floor with a damp plop.

Again his hand grasped her plump derriere and his fingers squeezed firmly through the thin fabric of the tights

Karen was standing on her toes grinding into him and with one hand she was pushing up her naked breasts up towards his face. With her other hand she guided his head down to those delicious scoops of creamy sweet flesh.

As his mouth greedily gobbled up her nipples still salty and sweet from sweat Karen's left hand pressed his head encouraging him to take all over in. Meanwhile her right hand started to glide down his chest and reached towards his crotch. Their bodies were grinding together so her slender but strong hand had to squeeze in to stroke his cock through the cloth of his shorts. Her tongue stretched out to dig and twirl in his ear. She was cooing softly in her arousal.

"Mom, this is so nice. You feel so good. That's right - suck on both of them. Ohm, I love your hands on my ass. You feel so good. So strong. Do you want me? Ohm, that feels good. I haven't had a man in a long time."

Ed had moved his hands up her spine and then plunged down again driving his hand under the elastic of the tights to press the bare flesh of her succulent bottom. One hand came around and tickled her flat tight belly before reaching into the tights to lay claim of her clit. She was already soaking from her pleasure session alone in the boxing ring. His middle finger anchored into her pussy and his thumb began to work the nub of her hungry clit.

Karen squealed with pleasure and strained on her toes to feed her lush bosom into his face. His tongue was licking franticly over her whole chest. She released his cock and squirmed and wriggled to get his tee shirt off; he refused to let go of her pussy so it just hung over his wrist. She was pressing her awesome breasts into his chest now and wriggling and twisting, reveling in the sensation of skin to skin.

Her soft hand slid down his bare back and over his ass still covered by the shorts. They floated down his thighs lightly scratching and teasing. Then the finger slipped up and through the leg of his shorts she took hold of his cock with both hands.

As soon as her warm soft hands made contact with his rod she slipped her tongue into his mouth and dug in deeply tickling the back of his throat, then she pulled his tongue into her mouth and she sucked on it as if she wanted it to burst.

"Mom, you taste good." she sighed when their mouths finally broke for air. She glanced down at the bulge she was holding under his shorts and then looked up at him. "Do you taste good all over?"

Still looking in his eyes she stuck out her tongue and began to lightly lick his face and neck, slowly and sensuously working her way down over his chest and belly. He reluctantly let go of her pussy as she knelt in front of him still looking up at his face. She smiled and licked her lips. One of her hands still gripped his cock but she used the other to slowly tug the shorts down. Her tongue was making little circles around his navel then as the shorts slid down she licked the skin as it was reveled.

Karen let go of his cock and his shorts dropped to the floor. Without touching him, still gazing up into his eyes with pride and affection, she stretched her tongue out to tickle his balls and lick his shaft. She reached behind and gripping his ass tightly she threw her head back and in one swift gulp she impaled her head onto his throbbing cock.

The shaft drove into her mouth brutally and rammed down into the back of her throat. Karen gagged for a second but her eyes widened in delight as she began to gulp and suck using her whole body to piston the cock up and down inside her throat. One hand stayed tightly around his ass but the other was under his balls tickling and taunting. She was anxious for him to come and she didn't have long to wait.

A muffled squeal of joy erupted from her as she felt the first volley of his seed flow off the tip of his cock. She gulped it greedily and whirled her tongue around the shaft to encourage the flood she knew as coming. It was a torrent pouring down her pretty throat as she kept pumping her body up and down over his shaft.

She swallowed and sucked hungrily, her body shaking with pleasure. When she sensed he was empty for the moment she slid her mouth off of him and gulped with a grin and smacking her lips. "My turn now, baby." Abruptly she pushed him to the floor as she stood up. Standing over him she hooked her thumbs into the top of her tights and slowly pushed them down off of her moist skin as she slowly rolled her hips in a seductive dance. Her bush glistened with sweat and her pussy lips were already spreading expectantly.

Once she was completely nude she paused over him for a moment, letting him take in the glories of her muscular and sensuous flesh, offering herself to him. Then in a graceful but swift move she began to spin across the room towards at a set of rings. Without breaking the grace of her spin she took hold of the rings and flipped herself up and hooked her legs through the loops and dangled upside down with her legs spread apart. Her body looked like a gift, a delicious treat hanging there waiting to be taken.

Ed knew what to do. He was up on his feet and bounding towards the gift. Karen, dangling upside down grinned happily and yelped as his hands gripped her thighs and his mouth covered her pussy. His tongue drove in for a taste of those sweet juices and he began to gulp and suck as he explored her and licked and teased her clit.

But Karen wanted more. Even as her thighs squeezed around his head to hold him in her pussy she raised her hands and grabbed his ass lifting herself up and into him, pushing her crotch deep into his mouth. Her sweat damped hair hung straight down and tickled his legs. Karen could see that he was getting aroused again and just before she slid into the bliss of submission to his eager tongue she opened her mouth to hold his already rising cock in her lips.

The pleasure of his mouth was beginning to control Karen. Wave after wave of pleasure spread from her loins and flooded into her skull. She was trembling and her lush breasts quaked as each bolt of orgasm burst in her. Her juices were hot and sweet as they flooded into his mouth urging him to dig in deeper with his tongue.

A huge wave of bliss came over her as his tongue beat against her clit, licking up her juices as they spurt out. Her body began to rattle and shake and her muscles tightened momentarily and she collapsed, letting her delicious body dangle against him.

Ed gently lifted the limp but luscious body off the rings and lowered her onto a mat. Karen curled into a ball and continued to moan with pleasure as the orgasms flooding through her slowly began to ebb. Ed lay down next to her and fell into a satisfied sleep.

He awoke to the sensation of two sweet lips wrapped around his now rock hard cock. He looked down to see Karen's head bouncing up and down his cock. As he sat up she looked up at him and giggled. "I thought that would get up...In more ways then one!"

Karen laughed happily as she sprang up and took his hand. "I've got a treat for you." Ed slowly rose, wondering what could be more delightful than what he'd had from Karen already.

Skipping like a school girl she led him by the hand to another set of rings. It was set of four hanging the same distance from the floor. Karen took hold of two rings and looped her ankles in another two. Slowly she began to rock her body up and down.

She looked at Ed and then looked down at her body nodding with her head and with half closed seductive eyes she signaled her desires. Ed stepped between her legs and held his cock over her pussy. As she rocked up and down her lips spread and slowly the tip of his shaft began to work inside of her. The sensation for Karen was like flying on his cock. She began to rock slowly gliding up and down his rod. With each stroke in gravity plunged him deeper, touching the secret spots inside, releasing explosions of ecstasy she never knew possible. Slowly she began to moan rhythmically as orgasms began to build inside her.

"Mmmm, Oh yes, oh yes, this is heaven, your cock is heaven inside me, mmmmm..." Ed let loose a bolt and it shot into her like a ball of fire increasing the tempo of her rocking and swinging. Her pussy seemed to tighten around him with each stroke and her juices swirled around him drawing out more of his seed. Another bolt shot into her and she screamed with delight. Now the bliss was building up inside her getting ready for a massive explosion of ecstasy.

Up and down she bucked swinging franticly with her arms and legs straining to hold up her delicious body. Each salvo he shot into her went in deeper causing her to jump and yelp with delight. She was now flying through the air thrashing uncontrollably. Writhing and yelling now, the chains shaking her body jumped and plunged against him. He responded by hammering against her. New he was showing into her bang after bang of his hammer ramming hot molten bliss deep into her. Karen's body sprang forward and she let go of the rings. With her legs wrapped around him. They slammed to the mat on the floor and again his cock rammed in. Another bolt exploded and Karen howled with pleasure, a howl that slowly faded into sobs as she pressed her full and swollen breasts into his mouth and she rattled and shook in an endless dance of ecstatic orgasm. But she wasn't finished. Tightening her hips around him she flipped him over so she was on top. She lifted herself up and plunged herself down on his shaft. Her magnificent breasts bounced up and down as she pumped up and down driving him to come into her over and over again.

Karen kept dancing above him, twisting and writhing her hips to screw his cock into every corner of her insides. She was yelling with joy again and her body was a quivering mass of bliss as her juices flooded over him. She let out one last moan and fell down against his chest.

When the gym opened in the morning Karen and Ed were still asleep on the floor. They woke as the lock was turned in the door. They just had time to scramble back up into Ed loft. Karen's clothes were spread all over the gym causing wonder among the boxers as they started in on their workouts. Ed and Karen couldn't leave the loft since she was completely naked and the gym was full of men. Ed knew just how to pass the time with her. So they did.