Gym Milf Affair

Eventually her gentle hands left the bulge and her fingers hooked themselves around the tight waistband. Before proceeding she looked up at him one more time, her eyes sought one last approval from his.

Come on, don't stop now! He thought.

She saw no hesitation in his face, so she lowered hers back to the task in front of her. And with trepidation she continued.

She gave a light tug and began pulling. Her eyes started at his V shaped pelvic muscle, and like a road sign it pointed her in the correct direction. She continued pulling downward exposing more of his upper thighs, if he had any pubes she would have seen them by now.

He must shave. That's nice. She thought.

She kept pulling and there it was! The thick base of his shaft. It was flesh colored and attached to his body, the real thing, not an imposter. So far so good. At this point she decided she would savor the moment and slowed her removal of his compression shorts to a snail's pace. He looked at their reflection in the large mirror, the image of her topless, on her knees in front of him was so erotic that he thought he might blow just at the sight of it.

She tugged the stretchy material down another inch, revealing more of the giant tool. She leaned in closer to get a better look as she unveiled another inch of his shaft. She slowly pulled downwards another inch. The smoldering feeling that had commenced between her legs a few days ago suddenly felt like it had erupted into a ravenous fire, burning red hot. She uncovered yet another inch of his long cock, but it showed no sign of stopping there.

Holy shit... She was in awe.

She slowly revealed another inch, and another, and another, and another, and another. His dense cock seemed to be endless. Her eyes widened, and her mouth was open in disbelief. She continued tugging at the material until it finally became snagged on the ridge of his bulbous tip.

There it is, the end. I feared it would go on forever! She thought.

She gave one final tug to get the tight material over the ridge...like a soldier springing into action his engorged cock sprang free from the restricting material and smacked her right in her surprised face.

'Splat' It sounded as it slapped against her cheek.

"Sorry..." He said meekly. But she merely giggled at the unsuspecting harmless attack.

Oh my God! She marveled at the meaty cock in front of her that swayed slightly from side to from his movement of kicking his compression shorts to the side.

It pointed straight at her face like an arrow, forming a right angle with his chiseled stomach. She slid her hand up his smooth thigh and used just the tips of her fingers to handle the great tower of flesh, similarly to how she would hold a polaroid photo. She gently hefted it up and from side to side, so she could examine it from every angle. She looked as if she was inspecting a fine piece of art rather than a throbbing piece of meat.

"It's so big. It's...beautiful." She said more to herself than to him.

Beautiful was not a term he had ever associated with his dick, but he was glad she liked it. The cold touch of her fingertips felt good against his warm sensitive skin and he wished she would hurry up and do whatever it was she had planned.

Her heart raced as her eyes took it all in. She would guess it was a foot long. It looked comparable, or larger than her own forearm. Veins that had filled it with his blood could be seen wrapping around it on the underside of the thick shaft. The head was big, bulbous, and a darker color than the rest of the shaft.

I have to taste it. It would be a sin not to. She thought.

This time she did not ask his permission. With delicate fingers she lifted the heavy shaft so that the head pointed to the ceiling, exposing the sensitive underside. She cradled his smooth ball sac with her other hand and fondled them carefully.

Oh shit yes! He thought in pleasure.

Then she leaned in close, she made her tongue broad and flat and stuck it out of her mouth as far as it would go. Then she placed her strong tongue against the base of his wide cock. She looked up at him and then slowly licked upwards, dragging her wet tongue along every inch of his lofty shaft. When she reached the top, she used the skillful tip of her tongue to give the sensitive head a light flick.

"Ahh..." a moan of pleasure escaped from his lips.

"You like that?"

He bit his lip and nodded his head. She returned her gaze back to his swollen cock and gave it another lick. Like a popsicle she licked from the base up to the very top. She continued this several times from varying angles until the underside was slick with her saliva. Then she wrapped her fingers around the base of his shaft, holding it firmly.

My God, it's so girthy that I don't even come close to getting my fingers around it! She thought.

While continuing to fondle his smooth balls she slowly slid her hand up his firm shaft and back down again. She held it like she would hold a bird, firm enough that it wouldn't fly away but not so firm that she choked the life from it. Looking back up at him she lowered her mouth to the tip of his penis so that her soft lips kissed his sensitive head.

Yes, please yes! He thought.

Without breaking eye contact with him she gradually parted her plump lips and ever so slowly allowed his bulbous head to enter her loving mouth.

Fuck yes! He thought.

She held the base of his cock firm as she slid her lips past the bulbous head and took in an inch of his rigid shaft. Suddenly he was reminded of the straw she had sucked her protein shake with, except this straw was considerably larger and the juices would take slightly more coaxing.

She slid another inch of him into her warm mouth and then another. He watched in awe as her full lips moved further and further down his colossal cock. Finally, he felt the head of his penis pushing against the back of her throat.

Wow, she made it pretty far. He thought.

With no more room in her mouth she stopped momentarily and closed her eyes to concentrate. She gave his balls a rest and placed her hand on the back of his ass, then she pushed on his ass forcing in another inch of his cock. She reached for his hands and placed them on her head, implying she wanted his help. He obliged and pushed on the back of her head so that another inch disappeared into her mouth. She clenched her eyes shut tighter and swallowed several times. He felt the muscles in her throat pulling on his hard cock as she swallowed even more of him. Her lips were past the halfway mark and she desperately tried to swallow more. But it was too much, and she couldn't breathe.

Maybe if his cock was more pliable I could get more but it's just so damn solid! She thought.

She pushed hard on his ass one last time to take in even a centimeter more but that was it. It was long but what really stopped her from going further was its great girth, it triggered her gag reflex. She retreated and allowed his cock the slip free from her mouth with a loud 'Shluuurp'.

"Aahhh...ahh...Oh my God." She gasped for air.

"Are you okay?"

But she didn't answer. A strand of precum stretched from the tip of his penis to her fat bottom lip. His cock shone with her saliva. She looked up at him, smiled and then looked back down at the massive cock that had bested her, she had done her best but still had several inches left to go. The thought excited her even more. As she caught her breath, Chris wondered if she was finished.

Like a hungry lioness pouncing on her prey she went back down on him. She kept the pace slow and only took the first three or four inches in at a time so that she could stay consistent. With her hand she started stroking his extensive shaft. Her tongue wrapped around his cock like a python while her lips slid up and down the slippery shaft like pillows.

This feels amazing! He thought.

After a while she placed her other hand on his chunky cock as well. It was long enough that she could easily stroke with both hands while making love to the first several inches with her mouth. Her pony tail swung from side to side as she bobbed up and down on his cock. She stroked his cock with both hands in time with her mouth, wringing his shaft with her hands at the same time. The quiet room echoed with the sounds of her 'shlurping' mouth as she gobbled his tasty cock.

Gradually her pace began to quicken, and it wasn't long before he couldn't stop him self from thrusting his pelvis slightly. He continued to hold her head as he gently fucked her mouth while she sucked.

I'm not going to last much longer... He thought.

She must have sensed the climax was coming because she let his cock slip free from her mouth again and slowed her stroking to a stop.

"I don't want the fun to be over just yet." She said.

She stood and gave him a kiss with the mouth that had just been sucking his dick. She took a step back. She hooked her fingers underneath the waistband of her shorts. Then without bending her knees she leaned forward and slid the shorts down her long smooth legs until they were at the floor.

Damn! He thought.

She did not have on any underwear. He could see her solid ass in the mirrors reflection. Its round shape was no surprise since he had already seen it before in skin tight leggings. But it was also smooth as glass and evenly tanned.

After pulling the shorts over her Nike shoes, the only thing either of them still had on at this point, she kicked them to the side, stood back up and parted her strong legs. In between her muscular thighs were dripping wet, pink, mature pussy lips.

Holy shit her pussy's smooth as hell! He thought.

She stepped forward again and they began kissing once more. His hands went straight to her voluptuous breasts and began massaging while they kissed. But then he allowed his right hand to travel south, down her body, stopping between her legs.

Damn she's wet! He thought.

He slid his hand along her slit without penetrating. She kissed him harder to show her approval. He continued rubbing at her twat and then allowed one of his fingers to slide in. Again, she kissed him harder.

He did not have her patience, so he let a second finger slide into her wet mound and he stabbed her with his fingers while continuing the rubbing motion with his palm. Her tongue wrestled its way into his mouth and writhed around like mad.

"I want you to eat my pussy." She told him, running her fingers across his lips.

She did not have to ask twice. He took a knee on the mat that she had used earlier. She spread her legs for him as he began kissing her starved pussy. He placed both hands on either ass cheek and pulled her close as he began lapping at her cunt like a dog.

"Oh Yes, yes that feels good." She moaned.

This was amazing, but he was eager to get her back on his cock, so he released her rear and stood up.

"What are you doing?" she asked.

"Just trust me."

"Okay..."

"Do a hand stand, facing me." He told her.

Hmmm.. I think I know where he's going with this. She though.

She placed her head on the mat and he helped her to do a hand stand. He grabbed her by the waist and lifted her into the air so that her thighs were resting on his broad shoulders. Naturally she placed her hands on his hips to brace herself as she hung upside down. Her pony tail dangled beneath her. He chuckled with delight which caused her to giggle.

"Good idea." She said upside down.

In this position her pussy was within reach of his tongue and his firm cock was within reach of her mouth. Essentially a sixty-nine-position standing up.

She kept one hand on his hip but began stroking his slick pole with the other. She also put her mouth on his cock and sucked as if her life depended on it.

He drove his tongue as deep into her snatch as he could, then lapped at it several times before penetrating it again. He repeated this combination many times. This position also gave him great access to her clit and he was sure to tease it sufficiently using the tip of his tongue.

Before long his tongue had her close to climaxing. With the pleasure building she locked her legs behind his head and did her best to grind her pussy into his face. She also quickened her pace of sucking and stroking.

Oh fuck yes. Fuck yes! She thought as she felt her body reaching climax. She wanted to open her mouth and scream with pleasure, but it was filled at the moment.

"I'm going to bust!" he warned her.

She immediately let go of his cock and took her mouth off him.

"Set me down, set me down!"

I want a good taste of this! She thought excitedly.

He gracefully spun her around in the air and let her go so that she landed on her feet. She didn't waste any time in dropping to her knees and wrapping both hands around his rock-hard cock. She took it into her warm mouth and started bobbing as fast and as furiously as she could. She took as much of his giant cock into her mouth as she comfortably could each time before sliding her lips back up to his bulbous head before taking him in again. Again, and again she did this with her hands vigorously pumping the rest of his thick shaft.

"I can't hold it any longer!" he said as he felt the juices in his balls churning.

She took her mouth off his cock and moved one hand to cup her heavy breasts. She continued to stroke his cock as fast as she could with her second hand.

"Oh yeah, give me that hot cum. I want to taste it." She said, pointing his cum gun towards her open mouth with her tongue extended.

She really did want to taste his juices. She knew it would have been more efficient to simply keep it in her mouth, but she also knew that guys loved this kind of shit so why not?

That had done it. Her on her knees, massaging her own tits, stroking his cock with the other hand, and asking to taste his cum with her mouth open wide. It was too much, and he couldn't help but moan as he exploded, and his first load was sent up the shaft.

Katie had miscalculated the force at which his virile cock would spurt and the first substantial load of cum hit her just above the eye brow. The next spurt shot out and splattered across her upper lip. His pulsing cock erupted a third time and sent a thick load of cum that landed squarely on her broad tongue. The third and fourth volley began losing steam and fell onto her tremendous tits until finally it lost all power and the juice merely seeped out of the tip. The thick goo dripped from her eyebrow and spread across her cheek. The whole time she continued to stroke his cock and only slowed once it was all finished.

That was fucking incredible! He thought.

She swallowed the load that had landed on her tongue, then she licked the cum from her lip and put her mouth on his cock again where she licked up the remnants. His head was even more sensitive now, but she was gentle with him as she milked out any last remaining drops.

"Yum...nice and sweet." She said with a smile and released him.

She slowly stood to her feet, still covered in his semen.

"Oh, here you go." He said, and he grabbed a rag from one of the cleaning stations.

The rags were normally used to wipe sweat off the equipment, but it would work fine. She wiped her face clean first and then her breasts.

"Wow." Was all he could think to say.

"Right?" she smiled and wrapped her arms around him.

"What exactly just happened?" he asked.

"Honestly?" she said, "I'm not sure. But I liked it."

"Oh, well me too obviously." He gushed, and she laughed.

"Yeah, I could tell." She teased him. "Are you going to charge me for this session?"

He smiled and could feel his face turn red.

"Wait, what about your husband?" He asked concerned.

"Only a good guy like you would be worried about something like that at this moment." She said.

It was true, he was worried. As amazing as Katie was, he didn't feel right about messing with a marriage.

"You don't need to worry about that. And besides, I don't want to talk about it right now."

He didn't mention it again. Their image was reflected in the mirror. Naked and embracing each other in the center of the room. It almost looked like a risqué advertisement for sneakers. She kissed him softly on the mouth and explored his muscular body with her hands.

Damn, I haven't even gone fully soft yet but she's already getting me hard again! He thought.

"You're just the whole package, aren't you?" she said.

"What do you mean?"

"Your handsome, fit, kind...and to top it all off, God saw fit to bless you with this divine cock." And as she said it her hand had traveled down to take hold of it, her eyes widened in shock.

"My God! You're still hard?!"

"What can I say? It's all you." He said, "You're not exactly lacking in any department either."

"You mean I just sucked you off and he's already ready to go again?!" she asked amazed. She could feel it growing in her hand.

Katie had never intended for this to happen. But when it did happen, she certainly did not expect anything more to happen than what already had. But as they stood there, his resilient cock in her hand, her imagination could help but begin to wonder...

No, Katie. You've already taken it too far. Don't even go there. She thought.

But as she gently stroked his healthy young member the hungry beast inside of her stirred again. It was as if she had only begun to wet its appetite.

"What are you thinking?"

"Oh..nothing." she lied.

"Come on, just tell me."

Great, she's probably feeling guilty now. He thought.

She gave him a hard kiss on the mouth, pressing her big boobs against him.

"I want you to fuck me." She said quietly.

What?! Did she just say what I think she said?! He wondered.

"What?"

Her grip on his dick tightened and she gently nibbled on his bottom lip.

"I want you to stuff my soaking wet pussy with your big fat cock."

He couldn't believe what he was hearing. He fully expected to wake up any moment now because he was sure he was dreaming. Katie hardly believed the words that were coming out of her mouth either. But once they were out she knew they were true. She had to satisfy this craving or else she thought she might die.

"You're sure?" he asked.

"Yes." She answered. "But not here."

"Where?"

"I don't know. Somewhere a little more comfortable."

"There are plenty of benches downstairs." He suggested.

"Perfect." She smiled, "I'll race you there."

She bolted to the door and he was right behind her. He had caught her by the time they reached the top of the stairs and he jumped down them several at a time. When he reached the bottom, he turned around to watch her descending.

There wasn't an extra pound of fat anywhere on her entire body. Her leg muscles flexed, and everything was firm as she ran down the stairs. Except for 'the twins'. They jumped up and down with each step and seemed to match the excitement on her face. When she neared the end, she jumped, and he caught her in his arms. They both laughed. Then she pulled the hair tie from her pony tail and shook her head several times so that her long silky brown hair fell all around her.

My God she's sexy. He thought.

"Good catch." She commented.

He carried her through the gym and then placed her gently on her back on a padded lifting bench. Her long hair fell on either side and reached the ground. Her heavy breasts expanded outwards as gravity pulled her abundant tit flesh towards her own rib cage. She spread her legs wide, exposing her hairless pussy.