I made it back to the hotel before the Sun rose and quickly took my shower to wash off the smell of the fantastic sex Ray, Peg, and I had shared before dressing in a jockstrap, black silk running shorts, and a white dry weave running shirt. I had my wallet and personal items in a small waist pack and my Bluetooth mp3 player and earbuds. The group of friends I was to meet was already at the seawall starting to warm up, The group was not as experienced as I was so I slowed my pace to match the pace they were used to running. The gang had fun and after the run, we all went to breakfast at the local Waffle House. They all chatted and I had nothing to add as I was not all that close and knew nothing about the local things they were talking about.
I was about to leave and Karen stopped me and asked me if I wanted to hit the gym with her as she noticed I was not even winded after the run. Now Karen is my age and in pretty good shape as well. Her legs are toned and she had great muscle tone on her body.
"Sure what gym is it?" I asked.
" Follow me and I have a full personal gym with saunas and a hot tub for after the workout. I could use a spotter today as the gang is not into a full workout." she said as she walked in front of me swinging her hips with each stride.
Karen lived outside of town and when we pulled into her drive I expected to go to her house, but she drove around back and parked in front of a large two-story barn that was in fantastic condition. I parked to the left of her car and left my keys and everything in the car and followed her into the barn. The place was spotless and had as much equipment as a Crossfit gym with all the racks and weights. Across the back wall were the whirlpool and saunas. I moved to one of the recumbent bikes and she got on the one next to me and I set it to level nine out of twenty for thirty minutes. This was my normal setting to warm up and I knew I would feel good afterward. Settling in and focusing on the workout we did not talk and soon I was covered in a layer of perspiration.
"You good?" Karen asked? As she finished her ride before me and handed me a towel.
"Nope got fifteen more plus the five-minute to cool down and then I will be warmed up," I said.
Karen walked over to the equipment and I went on about my workout. I finished strong and ended up with a little over thirteen miles and Karen was impressed as she handed me a bottle of cool water. Her workout gear was as wet as mine, but she did not mind as I got off the bike and we walked over to the dumbells and started working out looking into the wall-to-wall mirror to watch our form. I tried not to stare at her and would catch her giving me a quick glimpse here and again as we worked out. Next was ab work and then the machines before we hit the squat rack. I stood behind her as she lifted weight and could not help stare at her tight backside as the bottoms were wedged into the crack of her ass, but I stayed professional and acted as her spotter. We finished up and she took her place to spot me and loaded the bar with two hundred pounds plus the weight of the bar. This was going to be a challenge for me and I made a set of ten and had to stop. Karen commented on how my legs looked great and we could take a break before hitting the bench press at the end.
We moved over to the bench press and as she laid on her back and took the bar I had to stand over her head and watch her lift. She would press the weight up and arch her back at the same time. I normally close my eyes when I lift like this as I know I am looking at my spotters' groin, but she kept her eyes open and they were focused up my shorts. I kept focused on her weight lifting and once she racked them she did another set and I noticed her nipples were erect under the thin material and I looked at her in a different light. She finished her second set and we added more weight for me to lift.
I lifted the bar off the stands and it was more than I expected and as she stood over my head I looked right into her crotch and it was all wet. I did not know if it was due to her sweating or being turned on at the moment. I set the weights down after doing ten and was sore. I went to sit up and Karen told me just to relax for a few minutes as she stood over me and stripped off her clothing and then stood over my head again.
"I tend to work out nude and seeing you after all these years is nice. Make you a deal if you finish fifteen reps at this weight I will suck your cock and fuck you silly." as I looked up to a bald red vulva. I could smell her aroma and I closed my eyes to take my mind off her and lifted the bar and made it to fourteen and struggled on the last lift and with everything I had and my muscles shaking I locked my arms and racked the weight.
Karen sat down on my face before I could move. She was dripping wet and she smelled of a combination of fresh musk and sweat. I licked her clit and entrance and she quickly came all over my face glazing it with her juices. Now I had a raging hard-on and before I knew it she used the velcro wraps for holding a deadlift weight on my wrists as she rode my face to the weight stanchions. She got off my face and as I looked down she took off my shoes and socks and as I lifted my hips she pulled off my shorts and jockstrap leaving me nude from the waist down.
"Oh hell yes!" she moaned as I felt her wrap her hands around my erection. "I wondered in school if you were gay since you never dated any girls in our class," she added.
I grinned and said, "I was having too much fun going to the over-forties Country Western clubs and getting picked up on by all the older women who were fucking my brains out back then."
She laughed before taking my cock in her mouth and said, "Now I am an older woman who has wanted this for close to thirty-five years." as she started to go down on my cock. Damn, she was good and soon had me fully into her mouth to my base and was playing with my balls as her spit flowed down over them.
"Damn if you do not slow down I will cum in your mouth!" I groaned.
"Fuck that I want you to cum in my cunt!" she said as she straddled my hips and stroked the head of my spit-covered cock between her puffy labia. I watched her slowly impaled herself on my cock feeling her tight cunt envelope my hard cock till I was fully inside her cunt. She just sat there not moving for some time as I felt her vaginal muscles contract and relax, she had her head back and her hands on my knees with her breasts tilted upwards and her hard nipples pointing to the roof. I tried to free my hands, but I was secured in place and at her mercy as she had her first orgasm. I let my brain think about other things, but thinking of her hard body in High School all the guys drooled over. Karen leaned forward and kissed me as she relaxed, but with my hands secure there was nothing I could do, but let her lay on me.
