Getting Toned

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.

He laid her down on the bench and finally pulled out of her so he could lower his head to her pussy and lick up her sweet, sticky juices. He wanted her to tell him how it felt, to beg him to continue, and she was very obliging. She directed him to suck her outer lips, to nibble them, and to make her writhe, and he was only too happy to comply.

She was so naughty and he told her so. It only seemed to excite her even more. He could see her hands gripping the slats of the bench, her eyes closed and her mouth open. She tasted so great, so sweet. Her pussy was so soft, so wet, and her clit was rock hard, sticking up like a tiny cock. He wanted to take it in his mouth, wanted to make her cum some more.

"Shall I suck your clit now?" he asked, "would you like that? Shall I finger fuck you, look for your g-spot?" Her pulsing pussy was beckoning to him and he wanted to feel its resisting softness round his fingers.

************

She wished he would stop asking questions and concentrate on what he was supposed to be doing. As he nibbled, she took in breath sharply, "thhhhhh", and told him to lick her just a little more, maybe a little inside her.

"Mmmmmm," she could feel his tongue spreading her inner lips, running up and down and side to side, slipping in and out of the tightness at the entrance to her vagina. Oh God! When he asked her again if he could suck her clit, she shouted, "Yes! Suck it now!"

Oh, Jesus, he knew what he was doing! Nibbling ever so lightly, pulling it between his lips, massaging it with the tip of his tongue. She was moaning out loud now and her hands rose to her tits, mimicking on her nipples the sensations on her clitoris. "Suck harder!" she commanded, "OOoohhh! Finger me! Finger me now!" She felt first one then two fingers slip inside her, and her muscles contracted to pull them in deeper.

She felt him pull them slowly out again, feeling with the tips till he found the place where the texture changed from smooth to spongy, and adjust the angle of his hand to rub against it as he pushed and pulled in and out of her. The complementary sensations, on her clit and inside her cunt, began to reach out to each other.

************

She was already tight around his fingers and her clit was like a small pebble under his tongue. He plunged his fingers in and out of her, faster and faster, sucking harder on her clit all the while. Her juices were flying everywhere, mingling with the sweat generated by the steam and their exertions, to stream down her body in rivulets.

His eyes saw her squeeze her nipples hard and she bucked against his hand. He increased the pressure on her clit and the speed of his fingers. He slapped the side of her ass hard, willing her to cum, and felt her clench around his fingers in a vise-like grip. He heard her shout that she was cumming as her body stiffened, and he forced his fingers in and out to bring her over the edge.

She cried out and he felt sweet, hot liquid shoot into his mouth. Wow! He had never been with a woman who could squirt and it had always been one of his fantasies. It tasted so good, like nectar. He mentally shook his head. Now he was waxing poetical! She was an amazing woman: sensual, sexy and wanton. She made him so hard, so horny, and now he was going to fuck her silly.

He looked at her lying on the bench limply, shifted his body closer between her slim thighs, took his cock in one hand and her hip in the other and drove himself deep into her soaking pussy.

"My turn," he growled, "my turn to cum, and I am going to fuck you harder than you have ever been fucked before."

************

The sound of his voice telling her what he was going to do to her reinvigorated her. She found a way of propping her arms behind her on the narrow bench and watched as he rammed his full eight inches into her. She controlled her exclamation and looked him in the eyes. "Yes," she breathed, "fuck me hard, real hard!"

Their bodies slid against each other, as he drove into her deeper and harder, coated as they were in juices, steam and sweat. She found she had to lie down again and try to stop herself from sliding backwards by gripping the legs of the bench. He was banging into her like an animal in heat, and she loved that she had this effect on him. Yes, she still had it. And the best bit was that now she knew better than ever what to do with it.

She felt his hands on her tits again; squeezing them hard, so hard it almost hurt, but – God! – it hurt good! He was pounding like a piston driving an engine, and she was shouting now with every shock of him against her cervix, "Yes! Yes! That's it! Oh GOD!"

She heard him shouting too, "Fuck! Yes! You feel so good! So gooood!"

She could feel his balls slapping her ass and his hands squeezing her tits harder. She had to agree with him, "Fuck! Yes!" It had been a long time since she'd been screwed like this. "Nnnnngh! So good! So big! Oh God!" And her walls contracted again, squeezing him tightly.

************

Christ! It felt excellent fucking her tight pussy! He wanted to know how she felt too. "Can you feel that big cock in there?" he growled. "How does it feel? Do you want more? Do you want it harder?"

She was obviously as into it as he was as she shouted, "Oh God! Yes! Fuck me harder! Show me what you've got!"

He wanted to look at her now. "Show me your pussy," he ordered, "let me see what I'm fucking." She raised her legs higher, tilting her pelvis up so he could get a good look at himself plunging into her. It heightened the sensations to take it in visually as well. He needed to know she was enjoying it as much as he was. "Do you want more, baby? Beg for it. Beg me to fuck you. Plead with my cock."

Apparently, she was also having a ball, "Punish me with it! Oh Jesus! Harder!!", she yelled, "Please! Fuck me harder! Nnnngh!" This was great. She was being such a naughty slut! He slapped her tits and told her she was naughty and to fuck him back or he'd stop right now. He questioned whether she really liked being fucked hard and she replied that she loved it, bucking vigorously against him, that she loved feeling his big, hard cock punishing her swollen pussy.

He was pounding her so hard now, the walls of the steam room were shaking. His cock felt like steel inside her and he shouted at her to fuck him some more. So close now. "God, you are going to make me cum all over you," he told her, "I am going to shoot my cum all over your face and make you a real naughty girl." She was practically howling, bouncing off the bench, and then he felt her pussy clench around him. "Milk me, baby! Milk my cock!" he shouted.

************

Oh fuck! He was making her cum again just by telling her what he was going to do. She felt herself contract around him, hoping it wouldn't bring him off because the idea of him cumming over her drenched skin was awesome. "Yes!" she encouraged him, "Let me feel your cum on my face!"

As her orgasm subsided, he pulled out of her, pointed it at her lips and cheeks and spurted hot cum all over. She could feel it dripping down her chin and stuck out her tongue to lap up what was on her lips. Mmmmm. So creamy. Tangy. Delicious. Fuck! That was good! She felt so, so naughty.

************

His eyes were half-closed as he shot his load over her face. She looked so sexy with tendrils of hair plastered to the sides of her face and his sticky white cum sliding down her chin. He gaped when she started to lick it from her lips. She was SO NAUGHTY, and SO HOT. And man! Was she a great fuck!