At The Gym Pt. 02

In the first part, Jim helps his friend Ray out at his gym. He needed someone temporarily, to clean the gym, till he found someone reliable. In exchange, Ray had him work out with a personal trainer, Debbi, to help him get back in shape.

*

After I locked the door of the gym, we headed towards my apartment. The wind was really strong as it pushed those large flakes of snow at us. Debbi grabs hold of my arm to steady herself. I enjoy the feel of her on my arm as we trudge thru the rapidly accumulating snow. The snow is at least 5" on the sidewalk already. Luckily, the city had already ran a plow truck thru the street once. We stuck to the street edge, as there was very little traffic.

We kept our heads tilted low to keep the snow out of our faces. But looking over at Debbi, I was able to see her cheeks were starting to get that slight pink color from the wind and cold. She holds on tight as we make it thru the first block. I tell her it's not much farther.

As we get toward the end of the block, I see my apartment building ahead. There has been a lot of construction downtown, and my apartment has only been here a couple of years. The building was built next to the river, adjacent to the flood control levee's that were built years ago. An old school was once located there and was torn down as part of the downtown revitalization project.

We get to my apartment, sheltered slightly from the wind as I start to unlock the door.

"Thanks for letting me come over, I don't think I could have made it home thru this snow storm," she stated.

"It's my pleasure," I said as I hold open the door for her, always the gentleman.

"I have a comfortable futon set-up in my spare bedroom and computer room."

As we enter the apartment, we stop in the foyer. We take off our coats which are damp from the heavy snow and hang them on the coat rack I have by the door. I can see we both have wet pants where the snow was clinging to our bodies as we walked to my apartment. I live in a townhouse, both bedrooms were upstairs. I told her to slip off her boots and I will find something dry for her to change into. I took off my boots and we head upstairs.

"You can put your gym bag in here and I will find you something to wear," as I point to the computer room.

I quickly change into my normal evening attire, which is a soft thick pair of pajama bottoms and a t-shirt. I start looking thru my drawers and find the pair of sweatpants that I grew out of a few years ago. I grab one of my t-shirts that are extra large I sleep in, for Debbi as well.

I take the clothes and place them in the bathroom, which is at the end of the hall. My room shares the bathroom upstairs and is separated by a pocket door into my room from the bathroom. I shut the pocket door.

"Debbi, I put some clothes you can change into in the bathroom. The sweatpants are too small for me and my t-shirt should be more than big enough to fit," I said.

"Thanks, I'm freezing with these wet pants on," as she moves toward the bathroom.

"Just leave your wet clothes in the bathroom, I will put them in the wash with mine," as I move to collect my wet clothes from my room.

I looked at the pocket door and I swear I closed it, but it was cracked open a half an inch. No, I need to gather my things, try to keep your mind on the task at hand! As I finish gathering my wet clothes, As I head out the bedroom door, I can't help myself as I peek thru the pocket door. There she is, drying her legs off with one of the bathroom towels. Those nice breasts swinging slightly as she works the towel on her legs. My dick stirs as I think of her riding me earlier with those nice puppies staring me in the face.

I go downstairs and put my clothes in the laundry room with a full fledged boner. The thought of her riding my hot cock at the gym was making it hard to conceal my excitement. As I head up the stairs, she opens the bathroom door to the hall and she looks excited. Her nipples are standing at full attention in my t-shirt and I hold my arm at a slight angle to hopefully conceal my erection.

It doesn't work as we pass in the hall, she grabs my stiff cock. "Somebody's glad I came over tonight," she smirks! Ah, that didn't help my boner go away.

"If you want to go downstairs, I will be there in a minute. Let me get our clothes in the wash."

I go to gather her clothes in the bath. Her wet jeans and top were laying on the floor. Her bra and thong were laying on the toilet seat. I picked up the clothes on the floor, grab her bra, D cup as I expected, and her thong. I couldn't help but smell our combined juices on her thong as I lifted it to my nostrils. I reach down and give myself a couple quick rubs thru my pajamas. As I walk downstairs, I look at Debbi and she gives me a nice smile as I see her shiver slightly.

"Are you cold Debbi," I asked.

"Just a little chilled," she replied.

"I have some hot chocolate I can make, that will take the chill off!"

"I like anything that will warm me up," she answered.

"Great, give me a minute," as I place our clothes in the wash.

"The remote is on the coffee table if you want to turn on the tv."

I made some hot chocolate, and as I walked into the living room, I was in shock at what was playing on the tv. I had forgotten I was watching a porno last night and fell asleep on the couch with it playing! The guy on tv was getting a blowjob from a girl in workout clothes.

"This looks like a good show," she smirks at me!

I set the hot chocolate on the coffee table, and sat down beside her. I covered us up with the blanket I brought in, as she snuggles close to me. We sip on our hot chocolate and slowly start to warm up. The action on tv is starting to heat up as well.

The action was starting to get to her as I notice her squirming a little in her seat. She snuggles a little closer to me as I feel her hand slowly inch its way toward my cock. My cock is rock hard now as she reaches inside my pajama bottoms and pulls my dick out thru the opening. Before I know what is going on, she ducks under the blanket and start sucking my cock.

She takes the head into to her mouth and takes a couple shallow bobs. She pulls off with a pop. She slowly licks up one side and down the other. I reach over and start tweaking her nipples thru the thin fabric, as she suddenly engulfs the head of my cock with her mouth and plunges down on it. I close my eyes and enjoy the sensation as she bobs up and down on my shaft.

I am really starting to get warm as I throw the blanket off us onto the floor.

"Let's move to the floor where we will be more comfortable," I said quickly.

We stand and I pull off my shirt, she reaches thru the opening of my pants and grabs my cock. Slowly stroking it, she leans in and kisses me. I reach under her shirt and lift it high enough to cradle her boobs in my hands, as I lean in to kiss her back. Now I'm starting to get warmer.

Our tongue's start a small duel as I slowly and gently stroke my hands on her awesome tits. She starts stroking my cock as she pulls it thru the opening. I gently use my index fingers to lightly circle her nipples and give them a squeeze. She moans into my mouth.

I continue with my hands lifting her shirt off as we break the kiss. I reach into her sweats and cup her mound. Wow, the heat and wetness coming from her pussy drive me wild. I slip a finger into her wetness as I take one of her nipples in my mouth. She let go of my cock as she pulls on my pajama bottoms to get them off. I release her nipple and proceed to remove her sweats. Naked, we kiss as I help her to the floor.

She lay on her back, as I position my cock over her mouth, and I move into position over her pussy. I can feel her warm mouth engulf my cock again, as I lean down and kiss her inner thigh. She starts deep-throating my cock as I kiss the other inner thigh. It is hard to concentrate on giving her pleasure as she continues to work my shaft. I lick around her outer lips, as I take each one and suckle it as my tongue slides across the smooth lip in my mouth.

My excitement is building as I slowly lick her lips with my tongue and slide my tongue into her pussy. She bucks her hips towards my tongue, as I move up and brush her clit slightly in a teasing fashion. I hear a soft moan and she buries my cock down her throat. My hips spasm from the intense feeling as my cock stays buried in her throat. I know I won't last much longer if this continues.

I pull my cock out of her mouth as she whimpers, turning around quickly as I position my mouth at her pussy entrance. She lifts her feet and places them beside her thighs, opening her legs. Her lips open like a flower as I notice she is really wet. I slowly lick up and down her lips. I lick around the outside of her lips. She keeps pushing her pussy up at me as I prolong my attack on her senses. As I slip my tongue between her lips, I taste her sweet taste, but also slightly tangy. My cum mixed with her juices.

Her hips keep moving as I moisten my finger and push it into her pussy. She jumps slightly at my intrusion and I clamp my mouth on her clit. I start working my finger in and out of her pussy and swirl the tip of my tongue around her clit. She starts getting more vocal, "Suck my clit!"

"Oh, FUCK! Suck my clit, make me cum!"

I moisten a second finger and slide it into her pussy. Her hips are almost in constant motion as I feel her thighs start to clamp around my head. I zero in on her clit and suck it into mouth, as I start rubbing the upper wall just inside her pussy.

"Yea that's it!! Suck my clit, make me come! Don't stop, I'm getting close," she shouts at me.

I reach up and start playing with her nipple with one hand while the other hand continue to stroke her inside. I starting circling her clit with my tongue, quickly fingering her. Her hips raise as I continue my assault on her pussy. Her hips and stomach start to quiver as she gets closer to coming.

She shouts, "I'mmmm cummmmmming," as her hips come to a stop in mid-air, her lower body shaking in the throes of orgasm. I grab her nipple hard and she moans, drops her hips slightly and then pushes them higher if possible. I continue to stroke my finger inside of her.

"Oohhhhh she moans," as she starts squirting all over my finger. AH, a squirter!! She continues to rock her hips slower and lower as she releases my head from her thighs. I slowly caress her pussy with my finger until her butt is back on the blanket. I pull my finger out and I lick her cream from my finger. Tasty! I can tell when I have made an impression when they squirt their love juice on me.

As I move up her body, I lay beside her as she looks at me with a smile. "Thanks," she whispers.

"My pleasure, there is more where that came from," I replied.

"I hope so, but I think we still have a problem we need to take care of," as she reaches between us and grabs my rock hard dick.

"Lets go upstairs," as I stand and offer my hand. She grabs my hand as I help her up. We race to the bedroom and she grabs my ass when we go up the stairs. I lay in the bed on my back since I was first. She climbs on top of me and we start kissing urgently.

My cock is rock hard between us and she can feel it twitch. She slowly inches down my body planting small kisses. We she kisses my nipple, I jump slightly and she smiles.

"Sensitive nipples I see."

She kisses gently around each nipple, and slowly twirls her tongue around the nipple. My butt raises slightly as the sensation courses thru my body. She continues with her kisses, working her way down my body. She reaches my cock, as she again plants small kisses around the shaft of my cock.

"I would have never guessed you shave around your cock and balls," she stated matter of factly.

"One never knows when a good blowjob might be in order, nothing in the way so we both can enjoy it," I smiled.

She licks around the bottom of my shaft as she holds my cock upright. She then proceeds to lick slowly up the shaft. She licks around the top of the head just under my mushroom top. I tense up as this is one of my most sensitive places. She pops just the head in her mouth and slowly bobs up and down as she then slides off.

Her tongue lathers up the other side of my cock as she slowly licks her way down.

"Stop teasing me and suck my cock," I ask insistently.

"What was that," she asks while looking in my eyes?

"Please suck my cock"

"Well since you put it that way," she placed the head of my cock in her mouth. Then she plunged my cock into her mouth all the way to the root and sucked on it before she came up for air. She looks at me and grins.

"Is that what you meant?"

"Damn girl, you have one talented mouth," I replied.

She plunged my cock back into her mouth and once again took me to the root. This time I felt her moving her tongue against my cock as she pulled up for air. She started sucking my cock with shorter strokes and it was amazing the action her tongue had on my cock while I was in her mouth.

My body was feeling the intense pleasure coming from my cock and her mouth. I grabbed a hold of the edges of the bed on each side, just to keep from putting my hands on her head and face fucking her. The feeling only got stronger as she sucked my cock, varying the depth and the speed at which she inhaled my cock. My body started to quiver as the feeling intensified, knowing I was getting close. I tapped her shoulder to let her know I was cumming. Her sucking only intensified and I couldn't hold back any longer. She dropped her mouth all the way to the root as I blasted my cum down her throat. After the first blast, she pulled the head of my cock back up into her mouth and kept taking my load. She was able to keep all of it in her mouth without swallowing.

She pulled off my cock, looked at me, opening her mouth. Her mouth was full of my cum, then she swallowed it all, as she winked at me. Wow, my kinda woman! She crawls up my spent body and she lay beside me, on her side. I love the feeling as she rests her head on my shoulder, I can feel her naked form pressed against me. Her wonderful tits mashed against my body. I draw my arm around her and hold her comfortably as we take a breather.

"So what was it about me that you were so attracted to," I asked.

"When I first met you, I was a bit apprehensive. You were older than me by more than a few years. I really wondered if it was just a way for you to try and get into my pants, me training you. As we spent more time together, I realized, you are a genuine nice guy. You have a sense of humor, you are an easy person to talk to. In fact, your personality really made you attractive to me."

"Also, I spoke with Ray and he told me about your wife. I was saddened by what has happened. But the fact you stood by her side till the end, just made me feel that much better about you. I have stolen a few peeks of your equipment while we have been training, I starting thinking of you more in a sexual way."

"I started thinking of you at night, when I was so horny. I would be wet in a heart-beat, as I slid my finger thru my wet lips, plunging my finger into my pussy. As I would plunge my finger in, I starting frigging my clit, getting so excited. It would always bring me to a fantastic orgasm, to the point I would squirt my cum all over the sheets."

"It was then I realized I would jump at the chance to fuck you, If the right opportunity presented itself."

I was flattered. I really didn't expect anything would come of it, but I certainly went home with a few boners after our training sessions. I would ogle her when she wasn't looking, and admiring her sexy body, the more I saw of it.

The whole situation, naked babe laying beside me, her stories of me being her object of masturbation fantasies, all of it was making my cock rise again. Of course it didn't hurt she had been lazily playing with and stroking my cock!

"Now look what you have done! You will need to fix this, if I'm erect for more than four hours, I will need to seek emergency treatment," I laughed!!

"Don't you worry one bit, big boy, I'll have this taken care of in no time," she snickered!

She moves to the bottom of the bed and crawls between my legs. I part my legs a little to give her more room. She lowers her head to my cock and she continues slowly stroking the root of my cock. I feel her warm mouth engulf the head of my cock. She slowly pushes her mouth down my shaft, pulling slowly back up. It's like she is trying to stretch my cock with her mouth. My hips rise with her mouth trying to keep her warm lips and mouth around my cock. My cock is as hard as a rock.

I gently pull on her shoulders and she slowly moves up my body as my hard cock pops out of her mouth. She gently and loving kisses me as I feel her tongue trying to penetrate my lips. I open my lips as our tongues perform a slow duel. I can feel her large tits on my chest as our tongues take on a sense of urgency. I try to feel her breasts with both hands, she raises her body slightly to where I can cup her nipples in my hands. I start tweaking her nipples. She moans as her cunt starts to slide up and down on my cock. Her pussy is soaked as she strokes my cock with her cunt.

I see her hips rise as she grabs my cock and guides it to her pussy lips. She slides my cock thru her moist lips, making my cock slick with her juices. She holds my cock straight up as she finds her hole with my cock and lowers herself to the root. Not a word is spoken as primal lust takes over.

I grab her butt cheek's with both hands, pulling her down on my cock as I push up. She gets into a rhythm as she pulls up, I pull her down, slapping our bodies together. I can hear her cunt starting to make squishy sounds as she gets worked up and her juices flow. Our tempo increases as she moves closer to her orgasm.

I reach up and cup her breasts, tweaking her nipples. She moans. As she gets closer to cumming, I start moving my hips rapidly pushing into her hard. She slams down on my cock faster and faster. She suddenly pushes hard and stops. I see her trembling.

"Ahhhhhhhhhhh, oh yea baby, oh fuck," she says excitedly! "I'm cumming!!"

Her pussy muscles tighten up on my cock, gripping it like a vice. I feel her juices squirt onto my cock, its running down my balls. She continues to tremble as my cock is buried in her cunt. I quickly start humping up at her again as she start fucking me like crazy with her over-heated pussy. She know I haven't cum yet and she is going to fuck me until I do. I starting pulling her ass down as I push up, rapidly as I approach my orgasm. Her pussy is so slick from her juices, she squeezes her pussy muscles tighter, helping to send me over the edge.

"Aw Fuck," I exclaim as I pulled her body down on my and push my cock into her as far as I can go. My cock is pulsing as I shoot my cum over and over into her, until I'm spent.

She rests her head on my shoulder again as we lay there in sexual bliss. Both to tired to move. I gently roll her onto her side as I cradle her in my arms. She has her eyes closed already as we both drift off to sleep.