She didn't normally make New Year's resolutions, but this year she decided that her body could do with getting toned. At 42, nicely curved, she looked pretty good, but she wasn't sure how long that would last without a little help, so she joined the gym.
She took a spinning class that first week. It was hard work. But she kept going back because the instructor had such a delicious-looking bulge in his tight cycling shorts. It excited her to watch it going up and down as his legs pumped the pedals, and she imagined how he would look pumping her. Each time she left the class, she was glad everyone was hot and sticky so no one would notice just exactly how much she was.
************
He had seen her for a few weeks now in the classes he gave at the gym. After the first week, she had started arriving earlier, apparently to get a good position in front of him. Her eyes were boring holes in his shorts, and he had to tear his gaze away from those great tits, so well defined in her workout clothes, to avoid getting a hard-on in class.
Women were always giving him the eye at the gym. It was something of an occupational hazard; or perk, depending on how you looked at it. Mostly though, they were too skinny for his liking, and more concerned with the way they looked than the way he did. The competition was, in fact, a little too heavy for him.
She was different though. Closer to his age, she had that confidence that older women sometimes have. She wasn't looking to impress, didn't need to impress, and didn't spend loads of time preening in front of the mirrors like the younger ones did. She was hot, and he wanted her.
That week, she had taken the late class, the final one before the gym closed for the evening. At that late hour, the clients went straight home. As she picked up her towel and water, he casually asked her how she was enjoying the class.
"It's good, " she said, "hard...," her gaze flicked down to the bulge in his shorts, "but good," and she looked him right in the eye.
************
She had him now; she knew it. And right on cue, he announced he was also a personal trainer and offered to give her a private lesson once the gym was closed.
"A private lesson. Just for me?" she asked him, her voice infused with innuendo.
"Just for you. A private lesson," he replied, equally suggestively.
She followed him into the weights room after he proposed showing her how to do the bench press properly. He fixed the weights, lay back on the bench and did a few lifts, explaining how she should position her body. But she wasn't paying attention. She was still looking at the bulge in his shorts. And she was sure it had grown.
"Ok. Your turn," he said, placing the weights back on the rest and standing up. "Get on the bench. We'll start with a light weight." She knew he was also looking at her as she lifted, looking at her chest. He offered to help her position herself correctly and, as he leaned over her, his hands rubbed against her tits, making her nipples spring to attention. She tried not to laugh as he apologized most insincerely.
As he moved behind her to help her better, so he said, she could see she had been right. His cock was now straining against the spandex that covered it. He was big, maybe 8", and "mmmm", nice and thick as well. She was going to enjoy this, she was sure.
He was so unsubtle it would have been funny in another context. As he leaned over her to help her lift, his erection brushed against the top of her head, but right now it just turned her on even more. She would have tried to touch him if she hadn't run the risk of decapitating herself.
************
He was enjoying this. She was playing along with him so well. He brought her over to the calf press machine and told her to lie on her stomach, put the pads over her ankles and lift back. She had great legs and a luscious ass and he told her so, saying he hoped she didn't mind. From the sly smile on her face, she didn't. In fact, she looked as though she loved it.
Using the excuse of showing her where she was building muscle, he touched her legs, working his finger up to the crack of her ass. Marvelling at his own corniness, (he figured he'd probably watched too many porn movies), he said, "I think we'd be more comfortable if we took off our workout clothes, don't you?"
He watched her shed her clothing, as he undressed himself, and he could see she was admiring his body. Her eyes smouldered so much he thought she'd set him on fire. In any case, she'd made him hot for her. The beads of sweat on her tits were really turning him on, but he was going to make her wait just a little bit longer.
He suggested they go back to the bench press so he could work on his pecs some more. In another porn movie moment, he added that he had other muscles that could use some work. He told her to stand straddling him while he lifted so she could understand the best way to do it. She positioned herself as instructed and he began to lift the weights. Her pussy was beautiful, swollen now and glistening, and just inches from his throbbing prick. As he lifted, his cock rose, brushing her pussy gently. He watched her hiss and her eyes close, and then slowly lower herself onto him. God, she felt amazing!
************
His big, thick cock filled her up completely, in width as well as depth. She knew this was going to be good. She waited for him to start lifting the weights again and slowly rose all the way up, matching the movement of his arms, then down again, all the way to the bottom, as he lowered them. Up. Down. Up. Down. "Five more reps," she heard him say, and she smiled on her way up again, and told him she'd need more than that to cum.
She felt pretty smug when he set the weights on the rest and grabbed her roughly by the hips, pulling her back onto him.
"Fuck me, " he told her, "fuck me hard. Ride my big cock. Ride it!"
She felt him slap her ass so hard it stung. Agh! She loved that, and he seemed to know it intuitively because he slapped her again, and then harder, yelling so loudly that his voice echoed around the empty room.
She rode him hard, grinding into him on the down stroke, squeezing him with her pussy walls on the up stroke. She felt him grab her tits forcibly and dig his nails in, all the while shouting for her to ride him. Ha! Ha! He'd made her wait, but now it was she who had him. His hands went back to her ass, squeezing and digging his nails in. He wanted her to cum, was yelling for her to cum all over his cock, but she wasn't quite ready yet.
She ran her hands through her hair, her eyes closed, allowing all the sensations to overcome her: her thigh muscles straining, his prick sliding in and out of her, his nails raking her ass-flesh, his voice shouting at her to ride him hard, to shake her tits for him, calling her a naughty girl, and willing her to cum all over him. She was panting heavily now, writhing, and then she felt the sensations converge and her vaginal muscles clench, and she slammed down on to him, moaning loudly and spilling her juices all over their thighs.
************
She drove him wild. Once he'd slapped her ass the first time, he couldn't get enough of it, and she seemed to really get off on it too. The sight of her amazing tits bouncing up and down was awesome, and the feel of her pussy squirming around his cock as she came was unbelievable.
He lifted her up, wrapping her legs around his waist and carried her, his cock still inside her, to the steam room. She asked him where they were going and he kissed her to shut her up. This was no time for talking anything other than dirty.
