At The Gym 2

"Come on man harder! Harder!"

My face contorted as I strained to lift the bar up one last time. Sweat poured down my face as I forced it gradually upwards. My mate John is grinning at me like a dick but I am pretty fucking happy. Benching 180kg had been the target for a month now ever since John had started pushing me harder. The guy was Army material, hulking great shoulders, rock hard abs and thighs like traffic bollards. The guy was 195cm and weighed over 100kg: a human tank.

"Look dude I gotta dash I'm meeting Sara for drinks"

"You still working on that? How long's it gonna take man?!"

"Just you wait and see dude, I'm a patient predator but when I pounce I'm deadly"

"Still yet to be seen. Clocks ticking"

"I'll see you later dude"

"Alright mate catch you tomorrow and remember don't do anything I wouldn't do"

He laughed as he left the now empty weights room. It was getting late: I'd been there for like three hours. I mopped my brow with a towel and headed for the showers.

Most of the lights had been switched off. The gym closed at 10pm and it was 9.30 now. The week before Christmas was always deserted and they usually just left the back exit open for members staying late. I heard brief laughter upstairs at reception so there was still someone there. I'd been shut in darkness in the gym before but it was an elaborate practical joke orchestrated by John. I ended up completely lost in the second floor cycle room. I didn't live that one down for quite some time.

As I walked toward the changing room I heard someone call out

"Excuse me is anyone there?"

The direction of the voice was coming from down the hall past the changing rooms. I jogged down past the cardiovascular area and turned into the Mind and Body studio where people did Yoga and Pilates. It was a dimly lit room with spotlights emitting beams of blue and green light onto the dark brown wooden floor. I saw her reflection in the mirror across the room before I clocked who had called out.

"Oh Hi Katie what's up?"

"Oh Hi Steven erm sorry if I startled you I just needed someone to help put the Swiss Balls away."

"Sure no problem."

"I hope I didn't interrupt your workout. I was practising for tomorrow, we have a showcase and well I wanted to rehearse the moves one more time but I accidentally knocked all of the Pilates balls off the stand and --"

She cut off. Man she was babbling. Katie was one of those excessively nervous people who you just end up being irritated by whilst feeling guilty for doing so. She must have been late forties but was in impressive shape. Petite but strong. She had red frizzy hair that was tied in an untidy bow, it resembled a bird's nest in all honesty but her face was cute, thin lips, button nose and sad tragic eyes. She was wearing a pea green top that showed off a plunging neckline whenever she bent over which was kind of odd considering she was so shy and repressed. She wore black tights and an ill-fitting red skirt underneath that again made her look a lot younger but seemed out of character. She had two kids with some posh loser who refused to marry her thinking he was the big man or something. A guy that drank too much beer and ate too much pizza but also would only watch French Cinema and talk fine wines. You'd never believe they were together: a chalk and cheese pairing if there ever was one.

I felt my black gym vest cling to me as I finished putting the Swiss balls back on their racks. I needed a shower and something to eat pronto.

"Is there anything else you need help with?"

"Er - - What - - Sorry?"

Wow she was jittery.

"Can I hep you with anything else?"

"Erm no it's fine -- it's"

She was trying to reach something on the top shelf in the cupboard. I walked over and leaned over her to help retrieve what turned out to be her phone.

"Got it"

She seemed startled by my presence jumping back slightly into my chest her petite little bum brushing my crotch.

"Thank you -- er -- I'm sorry"

She was blushing. Why I had no idea but it was kind of cute.

"Hey why don't you show me a bit of the showcase, you know it might be good to do it for an audience."

"You wouldn't mind?"

"No it's cool. Go for it. I'll be nice I promise"

Was I flirting? Whatever it was she was responding. In her own way of course. She probably never got any attention at home with that fat lump. I caught a little smile on her lips as she sat on a Swiss Ball with her legs outstretched. A classic Pilates pose. She was focussing so hard on not messing up that she hadn't realised as she was leaning back on the ball her breasts were threatening to fall out of her top. They were pretty big for a petite woman like Katie.

"Ooh"

Katie let out a cry of distress: she had bent over too far. I hurried over and helped her back on the centre of the ball.

"Thank you! I --"

She was breathless and blushing a dark shade of beetroot. I was standing over the ball with my legs apart and my hand placed tightly around her waist holding her upright. She stood up gingerly gripping onto my bicep. I touched her shoulder gently

"Are you ok Katie?"

She nodded but didn't move her hand from my bicep. Her head was bowed in embarrassment.

"You're going to be great tomorrow I wouldn't worry about it Katie"

She didn't respond. Instead she pressed her face into my chest and I felt my heart start to beat a little faster. Her body was tight against mine, her breasts pressing into my vest.

"Seriously it's going to be ok"

My words were barely a whisper now as I let my hand roll up and down her back. The room seemed to be a furnace, I felt droplets of sweat roll down the nape of my back and something was happening below. Katie was pressing so hard into me my rising member I couldn't breathe. I was suffocating and there was only one thing for it. I lowered my hand and stroked her cute bum, she moved a little but her grip on my arm tightened. I squeezed her bum reassuringly. I was getting harder by the second the anticipation was killing me. I started to move her skirt upwards and slipped my hand underneath pinching her bum.

"Oh! Steven I must go -- - I --"

Katie had extricated herself from my grip. She was flustered and one of the straps of her top had slipped off her shoulder revealing the soft curve of her left breast. She stumbled backwards suddenly with a gasp. I looked down at the bulge in my shorts and clocked.

"It's ok you know."

Katie was fixated on my shorts. I sidled over and took her hand placing it gently onto the bulge. My cock rose further. I squeezed her shoulder, she was shaking violently.

"Ssh. It's ok. You're beautiful. You have nothing to be frightened of here"

I sensed her calm a little. I lifted my vest over my head and threw it across the room. Her hands tentatively began to explore my six-pack her fingers cool and moist on my feverish skin. Her eyes followed every movement of her hands as they ravished my upper body. She seemed fascinated by my shoulders letting her fingers creep over each muscle. I pulled the right strap of her top down and let it fall resting on her breasts. Her hands quickly dropped from my shoulders to fold her arms over her chest. Her face was turning red once more.

"Don't worry I'll be gentle."

I pulled her hands away gently and lifted the top over her head.

"Wow! No bra! Katie I'm impressed!"

She looked mortified covering her face with her hands. This woman was full of surprises. I embraced her squeezing her body into mine allowing her breasts to press into my chest.

"They are beautiful Katie. Really beautiful."

I squeezed the right one in my hand exerting gentle pressure onto her tiny nipples with my little finger. She continued to look down still embarrassed at being caught braless. I took the other breast in my palm and massaged it moving my little finger in a clockwise motion on her other tiny pink nipple.

"Katie you can touch it you know"

She glances up at me nervously and I nod. She delicately places her hand onto my member. I glide her other hand to the waistband of my shorts and I sigh as she slides them down to my ankles before placing them aside. My boxers are fighting to rein my raging boner in. She taps it as if to see if it is indeed real and it bulges further in response.

"Come on Katie don't be shy"

With alacrity she drops my boxers and places them on top of my shorts. My cock seems to exhale in joy at being set free and stands to attention eyeing Katie up. She takes it into her hand and begins to stroke up and down. I gesture to her other hand and she cups my cock in her faltering grip. I feel her quivering with excited nervous energy. I lift her face up to mine and kiss her tenderly on the eyes, nose, cheeks and finally her dry lips. Warm tears roll down her face as our lips brush each other. I pull away concerned.

"Are you ok Katie? If you're not ok with this it's fine. I shouldn't have...I'm sorry"

But she smiles and wipes her eyes.

"No I'm fine I just -- well I have never been kissed like that before. Like you saw straight into me and took everything away."

For the first time we gazed into each other's eyes and I saw more tears stream down her face. I brought my lips to each tear and kissed them softly manoeuvring my way across her face with my lips brushing every painful memory into the Everywhen. I wrapped my arms around her neck and kissed her deeply feeling every pore in me scream with pleasure. Finally she broke free and lowered herself down onto her knees.

"You don't have to Katie. It's no big deal"

"No. I want to"

I stared down at this exquisitely broken creature below me and wept silently. She turned her gaze toward me and she understood without a word being spoken. I watch as her lips part and she gingerly takes my pulsating member into her mouth. She pulls it out and lets her tongue flutter over the tip. I moan gratefully. That seems to spur her on. She confidently flickers her tongue up my shaft before opening her mouth as wide as she can to take me inside her. She looks up at me searching for approval.

"A little deeper if you can Katie"

I feel my cock drive to the back of her throat, she staggers back coughing.

"Don't worry it happens! Just go slower this time"

She listens and lets her lips fold her my head and then pushes further down. A soft slurp emits from her mouth as my cock starts to moisten. I moan a little as she sucks me faster and deeper. I stroke her hair enjoying the rhythm of her head moving like a pendulum and the light sounds of squelching as she takes me further. I feel my cock expanding as she goes deeper, the tip touching the back of her throat, I hear her gag again and she stumbles back spluttering.

"Sorry it's just so - - big"

"You're doing great Katie but I think you deserve some attention now"

"Huh? What do you mean?"

I grabbed two mats from the cupboard and laid them down with her green top to lie on. I took her in my arms and rested her down. She raised her head nervously and stared at me enquiringly.

"It's ok Katie just relax"

I kissed her fully on the lips and I saw her visibly calm down. I drew my lips away and snaked my way down to her nipples taking each one in my mouth and sucking ever so softly. I swirled my tongue around until they were fully erect. I continued to massage them as I moved lower to her tummy button kissing the small stud pierced through her tiny button. I raised my head and saw Katie looking directly at me as I stroked her inner thigh. I pulled her tights down and made my way up her leg brushing my lips up to her knees. My lips drifted higher to the hemline of her red skirt. Her legs were closed and her hands grasped the skirt's smooth cotton fabric.

"Ssh. Relax Katie"

I kissed her fingers and ever so slowly she released her hands to her waist. I pushed her legs apart and dove under her skirt tracing my tongue up and down her inner thigh, she let out a small gasp and I felt her hand touch my head through the skirt's fabric. I ignored her and continued. I pulled my head out from under her skirt and eased it down. Katie's hands immediately covered her pink panties. I began to make my way up her thighs again and licked her fingers. Her hands rose in surprise. Her panties were soaking wet. She had came already. I licked the juices escaping from her crotch and slid her panties down. Her pussy was dark pink, tight and dripping wet. I dived in tongue first mopping up every last drop of juice I could find. Katie's body arched as she let out a moan of delight. I flicked her clitoris and twisted my tongue dizzyingly rotating her clit in a mesmerising motion. More juices seeped out but I didn't stop I was ravenous and getting harder again. Finally I heard her yelp.

"I can't keep --"

Golden fluids leaked out onto the dark purple mat she lay on. I lifted myself onto my knees and saw that my member was pulsating with fervour. I bent over Katie and placed my lips onto hers resuscitating her from her exhaustion. She opened her eyes and nodded.

"Katie I'll be gentle and if it hurts just tell me ok?"

"Ok"

She spread her legs wide and I massaged my cock trying to tame it a little -- this would be a tight fit he needed to chill a bit. I glanced at her one more time to get her signal and then inserted my throbbing cock into her tight drenched vagina.

"Ahhhh"

I sighed in delight at the warm softness inside her as I slowly thrusted back and forth. On every out thrust the flaps of her vagina sucked me back in desperate for more meat. She was so wet I eased in and out with little effort my cock was so drenched in her oily lotion. Her groans were freer now, her eyes were closed and her lips slightly parted as if drinking me in. It was so wet inside her I didn't know when I was going to blow but she didn't seem to care curving her back in blissful rapture. I slowed down my pace making every drive count, my cock exploring every region of her body. Her eyes flickered open and her moans grew. I gripped her shoulders and hung over her pumping my last ounce of life into her before finally pulling out exhausted. I squeezed my eyes shut and clenched my jaw desperately holding it in. My pistol was ready to shoot bullets and I needed to empty my barrel pronto! Suddenly I felt Katie's hand grip my cock and run her fingers over the smooth surface.

"Uh Katie I'm gonna explode I better get to the changing room"

Without warning she took me into her mouth.

"Uh - - Ahhh"

I teetered off balance desperately trying to hold on, what was Katie doing?

"Er Katie?"

She let my cock slide out and looked up at me with those mournful eyes

"I want you inside every part of me"

What the fuck?! She was on her knees now, head raised in anticipation for a volcanic eruption of sperm. At last I allowed my abs to contract and released a sharp outtake of breath. I took my cock and began to pump my hand up and down. Flumes of steaming white cum splattered her face, she fell back a little stunned the fluids pouring down into her mouth. She licked her lips. My cock splashed out more and more liquid into her mouth causing her to gag. She bent over spluttering cum falling from her lips onto the mats.

"I'm sorry Katie that was more than I expected are you ok"

She raised herself uncertainly and lay down breathing hard. I crouched down and stroked her face. My cock was not yet out of bullets so I turned it away from her face.

"No you're not finished yet Steven. I don't think I can swallow any more can you just go on my breasts?"

I hardly needed an invitation! I turned my cock toward her stomach and let the final waterfall spread across her supple breasts. I breathed out deeply and lay next to her. I kissed her cheek but felt her hand grab my neck and pull me in for a deep kiss I tasted sweet succulent juice on her lips. She lifted her leg over mine and rested on top of me her soaking pussy massaging my still hard penis. She rested her cheek on my chest and I inhaled her scent, a mixture of cherry blossom and hot concentrated cum. I grasped her tight bum cheeks and pinched them softly she giggled in delight. Our bodies were glued to each other with the mingling of sweat and cum pouring down our torsos. I stroked her hair softly and closed my eyes

"Thank you" she whispered.