Gym Buddy

Like damn near every year,

THIS

was going to be the year I got in better shape. I did manage to convince myself not to start with the typical "New Year's Resolution" on January 1st -- everyone did that and the gyms were always full -- the fastest way for me to give up early.

Procrastination being one of the things I'm good at, I put it off... and put it off some more. This is how I got to be so out of shape in the first place. One thing led to another and over half of the year had gone by. When school started up I figured that at least the youth crowd would be gone and I could start using the community gym in the building I lived at. I was already paying for it, might as well give it a try.

Much to my relief, the place was clean, well-lighted and cooled, and, most importantly, not crowded. A couple of middle aged women were plodding along slowly on the treadmills, doing more chatting than sweating as the TV over their heads played one of those endless celebrity shows.

Ugh.

After changing into my workout clothes, I went back to the free-weights room, picked up a couple of 10-pounders, and tried to do a few curls, just to stretch and ease myself into some kind of exercise. After about three curls, I switched to 5-pouders. No one was there to witness my weakness and embarrassment.

Just as I was considering moving on to an exercise machine of some type, a man walked into the weight room. He was an older man, late fifties, maybe 60, a shock of close-cut greying reddish hair, and a fit, but not overdeveloped body. His simple red shorts and a tan t-shirt set a confident tone of someone who didn't try to dress up for the gym. With a curt but polite nod to me, he picked up a pair of 30-pounders and casually started to warm up. I thought I detected a bit of a smirk when he saw the 5-pounders I was using, but I could have been imagining things. A little shamed, I decided to switch to the weight bench. There was a barbell setup waiting there, so I just lay on the bench and picked up the weights without checking them.

They were heavy, but I was too proud to chicken out. I told myself I'd do five reps and move on. The problem was that I could only do three -- or, as it turns out, two and a half. I struggled to return the barbell to the cradle -- it slipped and it was all I could do to keep it from crashing down on me. "Shit," I thought to myself, "people die this way!" I struggled with the bar, grunting as I kept it off of my windpipe. I heard the sound of dumbbells clattering to the floor, and, in an instant, the older man was at the head of the bench, hovering over me, lifting the barbell off of me like it was nothing.

"Are you all right?", he asked. I went to say something but was still shocked by the accident. I looked at the weights he'd just lifted off of me. He moved half a step forward, possibly to get leverage as he returned the weights to the cradle.

Then I saw it.

I was looking right up the leg of his shorts as he stood over the weight bench -- he wasn't wearing any underwear and I was staring right at his cock!

I still hadn't said anything, I just lie there, breathing rapidly, my gaze intently focused on the gap in his shorts where his penis and testicles dangled, just an inch from my face. As if it wasn't shameful enough to not be able to lift the weights, I instantly noticed that his package was fairly substantial. Was it my imagination, or could I smell his balls? They were close enough.

As if to further accentuate the situation, he took another half step over the bench and bent to examine me, his shorts opening just a bit more. His cock, with a little more room now, descended a little further down the leg, almost sticking out of the leg of his shorts. I swear, I think I saw it creep forward half an inch as he looked down at me. The tip of this strangers' penis was dangerously close to my forehead.

I realized that I was staring at a dick, and forced myself to look away.

I finally managed to mumble, "Um..yeah. I'm ok. Thanks."

He moved back a step and his cock was no longer in my view. "You really ought to have a spotter until you get comfortable with this much weight." His words were firm, but there was a warmth and smoothness to them, and I couldn't argue anyway. He was right.

I went to sit up, but I was still a bit dizzy from the scare. He quickly offered me a firm hand, and pulled me up on the bench. He took a step around to help me up. Doing so, I was again facing his shorts, but from this angle all I could see was the prominent bulge in the front. I stared, again just a little bit too long, then looked up to his eyes. Looking up at him like that made me realize that, even though he was older than me, he was a decent looking guy -- clean cut, clean shaven, and clean - except for that whiff of ball-sweat.

He again offered me his hand, and his strong grip helped me to my feet.

"I'm Brock." He pumped my hand, again with a strong grip, and I stared into his dark, steely-blue eyes...

It took me another long moment to respond "Frank". My voice sounded weak and far away.

Brock just smiled, and gave me the once over. "I'll let you get back to it -- just let me know if you want to use the barbells again, I'll spot ya." I smiled and thanked him, and went back to the 5-pounders. I really just wanted to go back to my apartment and forget the whole stupid thing but my pride and shame wouldn't let me leave right away. I did a few more sets with the dumbbells, and while he was changing weights, I retreated from the weight room to find an elliptical machine.

From time to time I'd look over to see Brock working out, and I caught myself repeatedly looking at his crotch. The bulge didn't seem quite as prominent as before, which caused me to think; had I just imagined the whole thing, or had he started to get hard when he noticed me staring at his cock? I really didn't want to think about that, and I wiped off the machine and headed for the locker room. My mind wasn't on working out, and I needed a cold shower.

I had just finished showering and had wrapped a towel around me on my way to my locker, when I ran face-to-face with Brock. He was stark naked and glistening with sweat from his workout. I stopped in my tracks, and, damn it, my eyes went straight for his cock. He didn't even try to hide it with the folded towel in his hand.

Embarrassed, I took a step back and tried to look him in the eyes. He was smirking, but other than that he ignored my obvious obsession with looking at his crotch. He, too, took a step back but made no move to cover himself. "Good workout calls for a good shower, right, Frank?" I nodded, and rubbed at myself with the towel, thinking that would give him a hint. Instead, he went to walk past me into the showers.

As he passed, he softly smacked my ass with his folded towel, saying, "I won't be long. Get changed, we'll go get a beer."

Shaken, I went to my locker to change. As I pulled my underwear on I was mortified -- I hadn't really noticed that my cock was hard! There was just something wrong here. Determined to get out of there before he was done, I hurriedly put on the rest of my clothes. I was nervous and shocked at myself when I noticed my hands were shaking! I finished dressing, gathered my stuff and started for the lobby. Brock was too fast, coming out of the shower again, toweling his hair, leaving his cock uncovered.

I should have been faster getting out of there.

I should have left the locker room.

I should have looked away.

I should have done anything else but what I did next.

I took advantage of the situation to look at his cock again.

With the towel covering his face, I had an unrestricted opportunity to look at his manhood again, and that's exactly what I did. Surrounded by a tuft of reddish hair that wasn't greying as much his head, his cock, water dripping from the tip, slumbered on two hefty balls. Even like this, he was bigger than I was fully hard. I'd guess his soft cock was about five inches long but pretty stout in diameter, hanging down well past his nuts.

Every time a drop of water would gather at the tip, I felt the anticipation of watching it fall to the shower room floor. Ten seconds or so passed by so quickly as I stared at his cock as if in a trance.

All too soon, Brock moved the towel to dry his back, uncovering his eyes faster than I could avert my gaze; he caught me looking at his dick again. Once more, he just smiled that warm smile, and I stopped thinking about anything else. He spoke, upsetting my trance. "You Ready?", he asked.

Adrenaline shot through me when I considered that question. How did he know to ask if I was ready? I wasn't even sure what I was ready for.

Dazed, "Wh... What?", was all I could say.

He smiled that confident smile again. "Are you ready -- you know, for that beer?"

"Oh -- oh yeah. Yeah." I answered, so relieved that his question was that simple I agreed without thinking.

He slowly finished drying, not bothering with false modesty, as if he was daring me to look at his exposed cock again.

He put a shirt on before putting on his boxers. Yes, I looked at his cock again. I had to re-evaluate my original estimate -- it looked bigger now that it had a minute ago.

As he put on his street shorts, he spoke, his words again shattering the trance I'd found myself in. "Traffic is going to be a bitch this time of day. Come to my apartment instead. We'll have a beer there." His voice, smooth and masculine, kept me from thinking about the significant change between 'Going Out for A Beer' and 'Come to My Apartment'.

He wasn't asking, anyway. He

told

me we were going up to his apartment. I did not argue. I found myself dutifully two steps behind this man I'd just met, as if I would go anywhere he wanted to go. As I followed him out of the gym, we passed the two middle aged ladies I'd seen earlier. They both turned to each other with catty smiles, but I was lost in the moment and didn't really understand it.

Brock lived on one of the higher floors of our building. On the elevator ride up, he turned and leaned casually against the side of the car. He flexed his shoulders, stretching, and I smiled at him, but was at a loss to start casual conversation. Instead, I looked down at the floor, my brain perhaps trying to provide a last, desperate measure of sanity before I followed this stranger into his apartment. Should I be doing this? Alarm bells were ringing in my head, spider-senses were tingling...

Or was it something else that was tingling?

I argued to myself - Why not go? It's one beer, with a new friend who practically saved my life. What harm could it be?

The elevator slowed to stop, and before the doors opened I started to look up at him; instead I found I stopped my gaze at his crotch again. I could see the outline of his cock, noting again that it seemed bigger than the last time I'd looked. The door dinged, and my gaze finally returned to his eyes. He was looking right at me, smiling.

He'd caught me again.

The door slid open, and I stood still for just a moment. "Can I really do this?" I thought to myself. Brock removed the question. Using one hand to hold the elevator door, he placed the other hand low on the back of my waist, escorting me out of the elevator in the same manner a gentleman would assist a lady he was interested in.

Him touching me in that manner sent a jolt of adrenaline coursing through my system, but my feet responded calmly, as I walked out of the elevator car. Wordlessly, he led me down the quiet hall to his apartment. The door opened silently, and he ushered me inside, again with his hand in the small of my back. When his hand touched me there, the hair on the back of my neck rose, but I allowed him to escort me inside without a word.

He closed the door behind us. As quietly as it had opened, when the door closed, the sound of the subtle clicking of the lock was like an explosion in my mind. The sound of that door closing behind us meant that I was alone with a man who I'd just met, and even though my mind may not have registered it, my body was becoming aware what the agenda of the evening would be.

The clicking shut of the door behind us briefly made my cock twitch in my pants. I tried to ignore that -- this was, after all, just a beer between new friends.

The place was nicely furnished and tastefully yet decorated with an air of masculinity. While clean and presentable, the apartment did not show evidence of a woman having a say in the decoration.

He had me set my gym bag by the door and gestured toward a leather sofa in the great room. "Have a seat, I'll get a couple beers and we'll talk." I complied, and sat on the couch. He was only gone for a minute, returning with two beers.

It took me a moment to realize -- he'd changed clothes again. He was wearing an outfit similar to his gym clothes, a desert-tan shirt and loose grey sweat shorts. He sat next to me on left side of the couch, handed me a beer, and flipped the TV on. A soccer match was on but I didn't really care.

After a moment, he started a casual conversation with me. At first I didn't even notice, but all of the questions were about about me, my job, my life, and so on. I answered each one, one after the other. No, no girlfriend. Good job, but not a career. My name was Francis, but I vastly preferred "Frank".

He looked back at the game, casually putting his left leg up on the TV table. He rolled a little bit on his hip to face me better. While he was watching the play, I found myself looking again at his shorts; with his far leg up and hips turned toward me, the bulge in his shorts was pretty obvious. Nervously, I took another sip, finishing my beer. He smiled and gave me his empty bottle. "Go get a couple more out of the fridge, will ya, Francis?"

When I returned, I sat next to him again, and he casually put an arm around me, as if that happened every day. "Thanks", he said. Uncomfortable with this gesture, I squirmed a bit, but he made no move to release me, so I settled into position.

I was unprepared for this, but even less prepared for what came next. We sat like that for a while, watching the game with his arm around me. He couldn't really look into my eyes, but I couldn't really see any of his crotch except for the tent in his sweat shorts, so we watched the game in silence.

I was just starting to feel ok with the position, I'd really stopped trying to peek, and just enjoyed that he was watching his game with me.

After a few minutes, he spoke, breaking a tension I hadn't really noticed.

"Go ahead.", was all he said.

"What?", I responded. It was as if my brain was trying, one last time, to reject the obvious.

Brock just laughed. It wasn't a loud or mocking laugh, just a hearty masculine chuckle. "Oh, come on now. You've been looking at it all day. It's just you and me now, Francis. You don't have to pretend anymore. Go on. Take a look. Take a

good

look."

I looked down into his lap. The gray shorts were tenting up on the right leg, and there was the beginnings of a wet streak showing, where a lengthening penis would leave a telltale trail of precum.

I turned my head to look at his face -- which was no easy task with his arm around me. I wanted to deny it all and ask if he was kidding. The look in his eyes was warm but serious, and I knew he wasn't kidding

.

I tried anyway. "No...", I stammered, "I'm... I'm not... I can't... really... We can't... "

I couldn't even form a coherent sentence.

This didn't faze Brock, he just stared into my eyes.

He held my stare for a few more seconds, then repeated, "Go on. Get a good look..." After a second, he added in a voice so quiet it was practically a whisper, "

...you know you want to.

"

He was right. I wanted to look.

Damn Him.

I turned my head back to his lap. I swear the tent in his shorts had grown.

Any interest in the game lost, Brock switched off the TV. The sudden quiet in the room was deafening. Without the TV, it was almost like it was just three of us -- him... me... and that growing bulge in his shorts. I stared at it for a long moment, taking in the scene as the fabric swayed gently, being pressured by the need of the meat underneath. Brock lifted his hips a little, causing the tent to ripple, and I just watched the show in his shorts. He tightened his arm around me a little in a parental sort of gesture, which also caused me to slide down closer to his lap.

He spoke again with the whisper, "Go on... It's just you and me. We're all alone. Get a good look at it." He paused, then continued, "Go ahead... take it out."

It was like the concept was something I'd never considered until he mentioned it, but when he gave the order, it was suddenly what I wanted most of all.

Using my right hand, as my left was stuck between us, I gently tugged downward on the waistband of the shorts. That wasn't going to do it. The meat hidden underneath the cloth was taking up too much room. I gulped at that concept, and pulled a little harder on the shorts. Still no luck.

I felt a knot in the pit of my stomach. I knew I was going to have to reach in and grab Brock's penis if I wanted to get it out of his shorts. Doing that would be crossing a line that I couldn't un-cross. Rather than that, I tugged on the shorts a couple more times.

Brock sighed and rolled his hips a bit, pulling the other side of his shorts down, so the next time I tugged, his cock sprung free from its cotton prison.

His penis popped out, just inches from my face and my unrestricted view.

Now that we were alone together at his apartment and not in the gym locker room -- it seemed so different to see it.

Oh. My. God.

It was much bigger.

I gasped. Brock chuckled.

It was different to actually look directly at it. Before, I had a few stolen glimpses. Now, I was willingly staring at it, and he was willing -- even proud -- to show his growing manhood to me.

I just looked at it for the next minute or so, marveling as it continued softly throb, growing bit by bit with every beat of his heart. At the tip, I could see a small bead of precum glistening in the low light of the room. I marveled as the bead grew a little then rolled forward, out of my view.

I just lie there, nestled in the crook of his arm, looking at his cock, watching it as it grew, lengthening and rising. Soon it had hardened enough that the head was now pointing in my direction, and I could see the slowly flowing bead of precum, gleaming as his cock continued to softly pulse.

It was beautiful to just watch him get harder and harder.

I shouldn't have been surprised when he spoke again. He softly flexed his hips, causing his burgeoning cock to dance in my face, and said, "Touch it." Reflexively my right hand reached for it, stopping just short of making contact. That knot in the pit of my stomach turned again. I'd never touched a cock other than my own, and as early as an hour ago would have never considered doing so. Yet here I was, practically in a headlock with a man I'd just met, staring at his erection, about to do something that moments ago would have been unthinkable.

Brock calmly pressed on, "Come on, Francis -- touch my cock." When he added, "...you know you want to." -- I realized that I did. My hand curled around the root of his dick and I felt the hot shaft burning a hole in what was left of my masculinity. Tentatively, I slid my fist up his rod and marveled as the drop of precum turned into a small stream, lubricating the last inches as I came into contact with his cock head. I rolled my palm over the slickened top of his cockhead. Brock's hips jerked, and he moaned softly into my ear. "Oh, baby, that feels so fuckin' good..." he purred. His moan was music to my soul, and I was overwhelmed to know that I caused that kind of reaction from him just by using my hand. I stroked a few times up and down the shaft until the precum made my hand slick. My fist could barely fit around his cock, which now seemed to be just a bit over seven inches long.