Gym fun

Exhibitionist
2007-06-05

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This is a true story. Names have of course been changed.


I worked as a lifeguard at a small community pool until I was 20. Each and every summer the MILFs would spend the days down at the pool, in their skimpy little bikinis until their husbands decided to come home. One in particular always caught my attention. Her name was Melissa, she was 31, about 5'5”, maybe 120 pounds with the most perfect shaped tits, probably 32C's from what I could guess, light brown hair and skin to match. I had known her for a few years, as a regular, so each time she would come down we would spend some time talking. She told me she was recently divorced, and would constantly flirt with me and a couple of the other guards.


One July day, I was opening early by myself. She came in shortly after and asked if she could set her stuff up early, and that she would be right back. I said sure and went about setting up the chairs around the pool. We started chatting and she was telling me about a date she had the night before, and how it didn't go so well. The guy was apparently older and when they went back to his place, he wasn't very good in bed. I laughed and said “Well, maybe you should try a little younger then?” She looked at me and said “Maybe I will. ” She gave a playful smile and said she would be right back. So I finished setting up and sat at the guard table.

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   She came back down an hour or so later with her kids and a couple of other MILF's. My partner showed up and we went about the day. But I couldn't help but glance over every so often to watch her well tanned, well toned body glisten in the sun, and her perfect tits. She would walk around the pool every so often and talk to others. . . then go right back to sitting across the guard table. I caught her casually bending over and showing off her cute little ass. This went on all day, and she seemed to know that she was turning me on, flashing me a grin each time she saw me check her out. The sun starts to set and we close up the pool, kicking out the last few stragglers.


Everyday after work I would stop in the community gym for an hour and a half or so. It wasn't a very good gym, but it was usually only me in there at that time and I hate when there are too many people. I start my warm ups and Melissa walks in.

She says “Oh, I'm sorry. I didn't realize anyone was in here.

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  â€I tell her “No problem. ” She walks around the gym and starts to walk on the treadmill wearing her bathing suit. I can't help but be mesmerized by her tight ass as she ditty bops with each step. I guess she must have caught me looking at her because she turns around and playfully says “You know, it's not polite to stare. ” I apologize and go back to my stretching. I of course kept glancing shamelessly and getting caught. After a little while on the treadmill she came over by me and started her own stretching bending down and touching her toes. The she gets a little closer and starts brushing her ass up against me. After a couple of times, my hardon becomes very visible in my shorts. She leans in really close, putting her tits into my back and whispers “So, about that younger guy thing. . . Want to give it a try?” as she reaches around me and starts to rub my cock through my shorts with her long fingers. I immediately put the weights down turn around and kiss her passionately, letting my hands slide down to her tight little ass. The kiss lasts a few seconds and she pulls away, giggles and says “I guess so.

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  â€ I start to kiss her neck as her hands again go to my erection and she starts to slowly stroke. She moans as I kiss her collarbone and down towards her tits. I move the top of her bikini away from her breast and start to gently kiss and suck on her nipple. Slowly I move down under her tit and her moans become a little louder, my hand begins to caress her pussy. “I love eating pussy. ” I tell her and she asks me “What are you waiting for then? I've been wet all day thinking about this. ” So I put her onto the bench and pull her bikini bottom off and kiss her hips, slowly moving my way down to her hairless slit. She wasn't kidding about being wet already. I start to flick my tongue over her clit, and she moans with each lashing she received. After I figure she's sufficiently ready, I start to eat her pussy, speeding up and slowing down, “Deeper. . . . Deeper. .

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  . . ahhh. . . ” she moans. I start to suck on her clit and insert two fingers and the moans get louder. “The more you moan, the harder I get, and the faster I'll go” I tell her and she acknowledges by grinding her pussy into my fingers and mouth. After a few minutes of this, I feel her pussy tighten and her body spasms and she screams “OHMYGOD”, as she arches her back. I give her twat another minute or so of this, until I'm sure her orgasm has passed. She catches her breath and says “Thats was amazing. . . Now, it's your turn. ” She shoves me into a wall, and kisses me deeply, her tongue probing my mouth.

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   “I just wanted to taste myself. ” She says, answering an unasked question. She pulls my shorts down, exposing my rock hard 8” dick. She looks up at me, licks her lips and says “I haven't had a cock this big in a long time. ” She starts to slowly lick up the shaft, to the tip and licks off my precum. Then she start to suck the top of it and quickly engulfs my entire cock. I let out a moan and she deepthroats it again, making herself gag. “You like that huh?” she asks and she licks it and plays with my balls. I stutter an “Uh huh” as she starts to suck my cock and jerk me off at the same time. I move my hand down and start to feel her tits, squeezing the entire thing and gently pinching her nipples, rolling them between my fingers. We continue doing this for a few minutes, and then she stops. She then pushes me down onto the bench she was on. “I think you're ready, and I can't wait to feel that cock inside me. ” She straddles me and I start to suck her tits again, loving the firmness of them and the little pink nipples that are sticking out like little bullets from her perfect breasts. She guides me into her pussy and moans as she takes the full length of my cock in two strokes.

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   As soon as I'm fully in her, she starts to fuck me fast and hard, shoving her tits into my face and begging me to suck them. I willingly oblige and give her a slap on the ass. She starts varying the pace and then says “I want you to fuck me doggy style. ” So she gets off of me and gets on all fours on top of a mat. I get into position behind her and start to rail her. She begs me not to stop and I reach around and grab her tits again. She screams that she's going to cum again and I feel her pussy tighten around my cock. I keep fucking her hard, and her back arches. At that, I blow my load deep into her wet pussy, and pound away another few seconds to make sure she has all of my load. I pull out and place my cock in front of her mouth and tell her “Clean it. ” She looks up at me, smiles and cleans my cock with her tongue. This gets me hard again, and she sucks me off until I come in her mouth. She swallows every drop of my cum, sucking my cock dry. We get dressed again, and she goes to leave and says “I guess I should stick to younger guys. .

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  . we should get together again sometime. ”


And thus began the best fuckfriendship I've ever had.

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