0 comments/ 22329 views/ 4 favorites What a Great Work-Out Ch. 01 By: MRDeany "You can't leave," I exclaimed, "You're the best thing about this place." "Thank you, that is really sweet," Cathy replied leaning against the shoulder press machine I was sat at. Cathy must have been in her mid 20's, only about 5" 2' tall, with a slim body and, although hard to tell with the slightly baggy polo tops the staff had to wear, had a pert looking pair of breasts. She had an attractive, oval-shaped face but it was her chirpy, friendly nature which made her even more of a turn-on, along with the fact she often used to wear tight fitting leggings which, coupled with her narrow waist, really emphasized what a sexy, round backside she had. She'd just told me that she was leaving the Health Club as she was now a fully trained sports physiotherapist and masseuse but there was hardly any call for those services here and so she was taking a job at a specialist clinic. "Well, I've only just got here but you've already ruined my work-out," I continued. "Sorry," she replied, with a sort-of 'please forgive me look on her face'. "I'm really going miss you around here but...," I paused for a moment wondering if I was about to over-step the 'mark' but then continued, "...I guess I can tell you now that you're leaving that when-ever you used to wear a certain pair of leggings around here it was very, umm......off-putting." "Really?" she said half quizzically but her smile indicating she'd probably guessed what I was getting at. "Why's that then?" she seemingly teased, tilting her head slightly. "Well, as a 41 year-old, married man, I probably shouldn't say this to a young, 20-year-old-something, but you must have the sexiest-looking arse I've ever seen." She was now staring straight at me, slightly grinning, but obviously wasn't going to 'help' me by saying anything, so I continued; "and when you wear those tight leggings it...." I paused,"....often used to cause me a....problem." She grinned broadly. "Not sure if I should really say, 'sorry'," she laughed, "but I'm actually going to say 'thanks' as I'm really very flattered." "Good, I didn't want to offend you, it's meant as a compliment." "Offend me!?" she did seem genuinely surprised at my comment. "What? That, a good-looking, athletic, mature man finds my backside attractive...!" "Well, not just your backside...far from it actually..." I corrected her. We looked straight at each other again for a few moments, neither saying anything and me unsure if I was just imagining the sexual tension. Cathy's eyes then dropped down and I suddenly became aware of the clear outline of my prick jutting upwards through my shorts. Realizing it was too late to try to cover my erection I just sat there, waiting to see her reaction and was so relieved when I saw a definite grin appear once more on her face. As she then looked back up at me, still grinning, I moved my hands up round onto my lap. Cathy then leant in towards me, lightly touching my knee as she said, "Maybe I should give you a leaving present...wait there," before walking away. I wasn't sure if I was imagining it, but I could have sworn she was provocatively wiggling her bum as she walked towards a door marked, 'Staff Only'. I just sat there for a while considering what she could have meant and then, half-heartedly, continued with my exercise until I saw her walk back into the main gym, a broad smile now on her face. As she headed towards me I realized she now had 'those' leggings on and I smiled and slightly nodded my head to her as if in appreciation. Cathy stopped at the machine about 5-6 feet in front of me and for a few moments we again just stared directly at each other. She then slowly turned round and, keeping her legs together, bent over, appearing to anyone else who might have been watching that she was fiddling low down with the seat of that machine. The outline of a thong was clearly visible and she very, very slowly, started wiggling that cute arse of hers, first side to side, then up and down. Her backside was indeed the sexiest I think I've ever seen and this view of it made my now rock-solid cock jerk in excitement. I would have given literally anything at that point to be sliding in and out of her from behind whilst firmly groping those round, perfect-looking bum cheeks and I let out a throaty, frustrated sigh at the thought. Fortunately, at this time in the morning, there were only a couple of other people in the large gym so no-one would have been aware of my massive erection now thrusting upwards or of Cathy, having looked around, spreading her legs and then running her hands slowly all around her bum cheeks. She then spread her legs further so that she could athletically bend right over, her dark, shoulder-length hair touching the floor as she smiled back at me through her legs. "You cow," I mouthed, slightly shaking my head and again holding my hands to my lap causing her to laugh. Cathy then straightened up, turned round and sauntered over to me, smirking broadly. Standing so close that I could breathe in her musky, sensuous perfume, she let her thigh brush against my leg as she raised an eyebrow; "Any 'problems' at the moment then?" she asked knowingly. I simply nodded up at her, not sure what to add. Cathy had a look around and then, leaning in towards me, dropped her left hand down and pulled my hands apart to reveal the massive bulge in my shorts. She raised her eyebrows and a pleased-looking grin appeared on her face as I clearly heard her murmur, "mmmm." For a moment or two, she just stared straight at my lap. After checking again if anyone else was watching she looked me straight in the eyes. I was breathing quite heavily now and then gulped as, although I hadn't seen her move her hand, I felt her finger-tips lightly trail all along the length of my prick, causing it to jump and twitch in excitement and surprise at her touch! "Now I'm really flattered," she smiled, obviously enjoying her affect and control over me. Her polo shirt had dropped forward slightly revealingly a glimpse of a white, lacy bra and surprisingly large looking breasts. After a moment or two, as if allowing me time to enjoy the view, and after I'd raised my eyes back to hers, she continued; "Seems a real shame...," pausing for a second as if hesitating about what she was about to say but then continuing; "...don't you think, to let such a big 'problem' go to waste?" The way she'd emphasized 'big' had sounded so good and I simply nodded back up at her, letting out a muffled sigh in agreement. I then groaned quite loudly as I felt her finger-tips trail around my helmet and then, looking down, saw her gently tweak at it a couple of times before firmly saying; "Good...give me a moment and then follow." To be honest I think if she'd instructed me to strip off there and then I would have probably done so and for one awful moment I thought I was just going to simply shoot my load into my shorts. Fortunately I just about managed to control myself as I watched Cathy walk over to the room marked, 'Physiotherapy'. She had a quick glance around, opened the door and stepped inside. I waited for a few seconds and then, attempting to hide my still prominent bulge as best I could, followed her. She'd left the door slightly ajar, so I quickly pushed it open and stepped inside myself. Cathy was standing right there and for literally a second or two we just stared at each other, both now breathing quite heavily. As I started to move toward her Cathy quickly stepped forward and, in one movement, reached behind me to lock the door and pull me down onto her welcoming mouth. I don't think I'd ever had a woman kiss me in such a forceful, wanton way, and was surprised at her strength as she pushed me back against the wall, grinding her body against mine as she continued to devour my mouth. We were like two desperate teenagers, moaning and grunting as we pulled at each clothes and pawed at each others bodies, my hands kneading her arse cheeks and then running up to cup her breasts as she firstly grabbed at, and then quite forcibly rubbed my prick. "Come on...." she urged in-between kisses, "we don't have....long....and I need you....inside me...I need you...to fuck me," as she yanked my shorts and inner pants down in one go and I felt her cool, firm fingers grasp my bare cock. I spun her round so that her back was now pinned against the wall and kissed and sucked at her exposed neck whilst I felt Cathy wank my foreskin several times. I then fell back onto her welcoming mouth and urgently pushed my tongue to hers as I pressed her to the wall. "Fuck me....fuck me....I need you....to...fuck me now," she was now half pleading, half demanding as she yanked her leggings down. I lowered my face down to her breasts and quickly kissed and sucked at her tits, pushing my hands up under her polo top and firmly groping at them, pushing them together and then running my thumbs and fingers inside her bra to rub and tweak at her erect nipples. Cathy was really moaning at my touch and I was desperate to suckle on these full, heavy breasts but she now pulled herself upwards by my shoulders and my cock seemed to automatically find its way to her entrance. As I helped support her by the waist I let out a long sigh as I felt my helmet first nuzzle against her slit and then, in one glorious swift motion, slide up into her tight, warm pussy. Cathy let out a long, guttural groan when it felt like I was fully inside her and then an even louder one when I slightly relaxed my grip on her waist, causing her weight to push her further down. She was now impaled on me to the hilt and for a moment or two we just stayed like that, both sighing and looking at each other, seeming to want to prolong that moment. It felt to me like the whole of my prick was being held in a soft, yet very firm, almost vice-like grip. I then moved my mouth to hers and Cathy pulled me onto her, forcibly kissing and tonguing me and starting to move her arse up and down as best she could, grunting and groaning all the time. I moved my hands down to support her by the bum and this way I could start banging up into her and she seemed to accept that I had to be in control of the motions as she 'just' urged; "fuck me...that's it...fuck me...fuck me hard...fuck me hard." Although I was the one thrusting up into her it somehow felt like, with the tone of her virtual-commands, that she was the one fucking me. "God your prick feels so good...right up me...that's it...deep inside me...right up me...ohhhh, yeaa...ohhh, yeaaaa." Her words drove me on and I was now quite frantically thrusting in and out of her, banging her against the wall, Cathy seemingly oblivious to any discomfort the position might have been causing her and it wasn't long before she started muttering; "Going to come...going to come...oh yea, don't stop...going to come...oh, fuck, yea, yea, yea, yeeesssss." As Cathy's orgasm obviously hit she initially stretched her head back and up, her eyes tightly shut, then lowered her face down again to mine, pulling me to her and sucking back and forth along my tongue as I could feel her juices flowing all around my cock. "God, that was...good...so good," she grinned, as I felt her tighten her pussy muscles around my shaft and then release them again. Enjoying the look that brought to my face she did it time after time, encouraging me to; "Come...I want to feel you come...I want your cock to come right inside my tight...wet...young...pussy." The look on her face and her words drove me on, especially the way she emphasized 'young' and I was now really grunting as I rutted her firmly against the wall. It wasn't long before I felt I should warn her that I was about to come but I didn't get the chance as my prick suddenly spurted what felt like a torrent-load of my spunk deep inside her, followed by several more, very distinctive pump-loads. Cathy simply grinned down at me and then moved her face down to kiss me deeply and longingly as I felt her wiggling down to enjoy the last semblance of my erection. "That was...very, very...nice," she smiled. "And it feels as though your 'problem' is going away," she laughed as she again flexed her fanny muscles against my now rapidly softening prick. I just nodded and smiled at her, then kissed down at her breasts, saying; "Although with you...it wouldn't take....very long at all...for me to have...a problem...again." I heard Cathy sigh as I'd moved my mouth from one breast to the other, then sucked at them as I moved my right hand up to massage her left tit. "We can't...I haven't got time...now," she seemingly reluctantly said. "I'll be missed...oh, that's good...I do love having my tits played with...oh, that's nice." "No, we can't," she then more forcible said, as if snapping out of it and trying to subdue her obvious temptation to just let me carry on. "I do need...ohhhhhhh," she interrupted herself, wiggling once more down onto me as she presumably felt the stirrings of my cock starting to harden again whilst still inside her; "...a reference from this place, so I do need to get back." "How about," I grinned, as a thought suddenly came to me; "if I book out a physio session?" There was a distinct pause as I guessed Cathy was trying to think of any problems with my sudden master-plan, but she then smiled broadly, kissed me and asked, "Would sir like a 30 minute or one hour session?" "I think it better be the full hour." "Right answer," she grinned and, laughing, added; "I'm sure we can have several more 'problems' in that time!" She then kissed me once more before saying,"I'll go and sort it out." What a Great Work-Out Ch. 02 "You get your clothes off and lie on the massage table, I'll go and sort out the booking," Cathy instructed, pulling up her thong and leggings in one go. "Oh, alright then," I joked as in a 'if-I-must-do' sort of way, kicking off my trainers, socks and shorts before reaching for and wrapping a white towel around my waist. "Has 'sir' gone all shy then?" she grinned at my actions, stepping towards me and pressing her body into mine as she reached up to kiss me once more. "It's just in case....anyone comes in...whilst you're gone," I replied, kissing back at her whilst fondling her buttocks. "Very wise," she smiled up at me, "I don't want anyone else trying to 'sort out' your 'problem' for you." "There's no-one else here....that causes....this problem," I reassured her. Cathy pushed her tongue into my mouth at this and I could feel her rubbing herself against my now stiffening once more shaft. Our kissing was getting more urgent but after a few moments she reluctantly pulled herself away saying, "Just let me go and book this out, then we've got plenty of time for more of that...and this" and she trailed her fingers from my balls all the way up my now stiff again cock, causing it to harden even more. I groaned loudly, first at her touch and then in disappointment as her hand left me. Cathy turned as she reached the door and as I pulled my t-shirt up over my head I was pleased at her reaction as I revealed my toned upper body and flat stomach; "mmmm, nice...very nice," she smiled, pausing to look at me for a moment before taking a white coat, the type that doctors or dentists wear, from the back of the door and then adding; "I won't be long, don't go anywhere." I tried to decide whether to lie on my back or face down and was glad that I'd opted for face down when, after 4-5 minutes, Cathy came back into the room, now wearing that white coat which only came down to just above her knee. She'd also put on a pair of black, high-heeled shoes and I hoped that she wasn't wearing anything else as I immediately thought of peeling the coat off her and then fucking her with her legs stuck up in the air, wearing just those high heeled shoes. My excitement instantly waned, however, when another lady, who I recognized as one of the other gym instructors, followed her into the room moments afterwards. In the time that Cathy had been gone my thoughts had ranged from what we'd just done, what we might still now get up to, through to the pessimistic there was bound to be some problem and 'that would be that'. As Cathy introduced the other lady as 'Louise' my initial despair that there obviously was a problem of some sort disappeared as Cathy explained that her colleague just needed to have a 'quick look' for some sort of documents and would be 'leaving us to it fairly shortly'. The way she'd grinned and raised her eyebrows as she'd slightly emphasized 'to it' was a real turn-on and I relaxed once more. After, however, Cathy had gone through the motions of properly introducing herself and saying that she understood I was suffering from a hamstring strain, this blooming Louise was still fiddling around in various drawers, talking all the time and not showing much sign at all of going. Cathy had rubbed some lotion of some sort onto her hands and I had to stop myself from sighing too loudly as she quite gently and, very professionally, began to massage at the back of my upper leg. All the while she was informing me of the purpose of what she was doing, and asking how it felt and if she'd pinpointed the 'problem area' yet? Louise had now crouched low down at a drawer with her back completely to us and I then felt Cathy's fingers trail further up the inside of my thigh, underneath the towel and tickle at my scrotum! She obviously felt me start and stifle a moan and I turned my face to see her grinning broadly at me as she said; "I think I've pinpointed the problem Martin, it's right here, isn't it?" as she very gently fondled my balls and the base of my cock. Cathy could presumably see past me to where Louise was still crouched down and after I'd muttered a stilted, "Yep" in reply, she continued to grope me for a few more moments, seeming to enjoy the mixed look of sheer pleasure and yet frustration on my face at her touch. I now lifted my back-side up from the table enabling Cathy to reach further forward and underneath the length of my prick. This was nothing like her previous grabbing at my cock which had been quite forceful and firm, this was soft and delicate as she traced her finger-nails back and forth down the side of my shaft. I really had to stifle my sighing at what she was doing but was pleased to sense that she was breathing quite heavily too. I then felt her move her hand away and start talking to her colleague once more as it became apparent that Louise couldn't find the documents she was looking for. My hopes that this would mean she would quickly leave us were dashed, however, when she continued to talk to Cathy about that she'd 'never realized how noisy it was when they had an exercise class next door' and a whole range of other issues. It seemed that she was talking for ages and ages but, in reality it was probably only a few minutes. Just as, however, I'd got to the stage of literally screaming in my head; 'will you please just fuck off, so I can fuck this sexy young woman once more!' Cathy quite firmly said, "Louise, Martin's problem really does need my full concentration, so can we catch up later?" Louise apologized and Cathy followed her to the door, quite literally ushering her outside. "Thank god for that," she smiled, having locked the door and turned around. I felt my cock, which had gone quite limp whilst waiting for Louise to clear off, stir in anticipation and then rapidly stiffen as Cathy walked back toward me whilst starting to unbutton the top buttons of her white coat. "Now I'm assuming that I'll have to give your problem a little personal attention to wake it up again?" she asked. "Oh, I think you'll find that it's already fully awake once more," I replied, turning onto my back and pulling away the towel, allowing my large erection to spring out and upwards. Cathy smiled broadly. "What can I say? I am really flattered once more," she said, standing close to me and trailing her finger-tips down my chest and stomach as I held my cock away from me making it stand upright and proud. The veins were sticking out from it, with the helmet massively enlarged and even I was impressed with how damn hard it looked. I was breathing really heavily now, tensing at her light touch and her standing so close to me, dying for her to take me in her hand or her mouth, or to simply straddle me and impale herself on my cock, but she slowly walked round to the head of the table and pulled me back down into a fully lying position. "Close your eyes and put your hands by your sides," she instructed. I was aching for her touch, or for her to let me grope at any of her body once more, but I was already aware that although she was so much younger than me Cathy seemed to enjoy being the one more in charge so I immediately did as she'd said. "I think you said earlier that you wanted to...." she paused as I was fairly certain she was fiddling with that coat before I felt something brush all along my lips. "Or indeed needed to..." she continued as what-ever it was, was eased in-between my lips; "Kiss and suck my tits and my nipples." Hearing that, I immediately sucked in the 'thing' that had been resting against my mouth, the confirmation that it was one of her nipples instantly driving me to frantically kissing and sucking at it, the way it was so hard and erect only adding to my excitement. Cathy was pushing herself down onto me, squashing her tit to my face and encouraging me to, "Suck it...suck it hard...that's it...suck my naughty, hard...erect nipple...ohh, yea....ohhh yeaaa." She now presented her other nipple to me and I gorged on that before she stood up slightly to undo another couple of the buttons on her coat and then lean back over me, her heavy-looking breasts hanging over my face. "Fuck me, you're so fucking sexy," I breathed, enjoying the smile this brought to her face and momentarily just gazing at each other, before reaching up and pulling them and her down to me. "That's it...suck them...suck them hard," she commanded as I greedily sucked and kissed at her tits whilst groping at them, pulling them together and then burying my face in-between them. I was moaning quite loudly but, even with the slurping noises I was also making as I gorged on her, I was also aware of Cathy making pronounced grunting noises, in-between her words of encouragement, confirming that she was getting off on this nearly as much as I was. I now felt her shift further forward slightly and then her hand firmly grasped at my cock, pulling the foreskin down and then back up several times before she once more groped at my balls. I lifted my groin upwards to help Cathy reach my prick easier and she continued to determinedly wank me whilst pushing herself down onto my face, squashing her tits to me. After a couple of minutes of this near-glorious-suffocation I started to warn Cathy that I was, "Going to come...if you keep doing...going to come...going to come." "That's OK," she replied, moving up and away from me but all the while keeping hold of my prick. She moved round the table to my right hand side and, momentarily, slowing her hand movements looked down at me and continued; "I want to see your spunk come shooting out of this hard, long cock." She slowly started to lower her face down towards mine, as I felt her hand now very gently slide up and down my shaft. "I want to see what I'm doing to you...I want to see," her mouth was now hovering just above mine, "How much you want me." "But I want...I need to be inside you," I virtually pleaded. "You will be", she quietly breathed. "We have plenty of time and I'll...," she softly kissed me; "take your cock into my...," she kissed me again; "soft, wet, mouth and...suck you back...and then you can....fuck my young pussy once more." She now pushed her tongue into my mouth and I pulled her down onto my face by my right hand whilst moving my other one to lightly rest on her hand that was now once more quite firmly wanking me back and forth. Although pre-come was now quite freely trickling out of my helmet and helping to lubricate her movements Cathy was wearing a couple of rings and they only helped emphasize the feelings of friction against my straining, throbbing erection. Cathy then stood back up, and placing her left palm on my chest, focused her gaze on my cock. I'd never had such a rough and yet so good hand job and it was with a mixture of relief and great pleasure that I felt my prick tighten even more and, as I arched my back and pushed my groin upwards using my feet, the first spurt of my come shoot out of the slit. Cathy rolled her right thumb all around my helmet, whilst just below it firmly squeezing upwards with her fore-finger, helping to encourage more pump-loads to spurt out, cascading down my shaft and leaving a gooey trail from my prick head down to my stomach and onto my balls. My orgasm seemed to go on for ages and I don't think I've ever released so much come in my life. "What a good, good cock," she smiled back up at me as she moved round to kiss and lap at the tip of my prick before sliding her mouth fully up and over me, gliding her soft lips fully down my shaft then back up again. "Ohhh, my god," I sighed at the glorious sensation of her lips finally being on my cock, her tongue tickling at the underside of my shaft. Cathy then reached up to lightly rub at the come on my stomach as she continued to gently suck up and down my prick. "Was that...all for me?" she grinned, removing me from her mouth and moving round so that she could kiss at my scrotum and the inside of my thighs. "Fuck yes," I breathed, lying fully flat again and closing my eyes to enjoy the feeling of this young, sexy woman kissing and licking all around my groin area, her hair lightly trailing over me as I reached down to softly cradle her face. Cathy now stood up and quite slowly undid the remaining buttons of her coat and then let it slip to the floor. "You like?" she smiled, placing her hips on her hips and slightly wiggling. With the exception of the heeled shoes she was now completely naked and I simply replied, "Fuck yes" once more, as I just gazed at her shapely, firm body, able for the first time to really appreciate the sight of her dark, natural bush of pubic hair. "When was the last time...," she started saying as I helped her clamber up onto the table, moving her right leg up and over so that she could sit herself down on my lap; "You fucked a....," she now slowly lowered herself down so that she was lying on top of me, her face coming up to my chest, her tits pressing down onto my stomach, her wiry pubic hair rubbing against my thighs; "...23 year old women?" My cock jerked at this; '23!' I thought, 'I'm with a fucking sexy 23 year old woman! A 23 year old, fucking sexy woman wants to fuck me!!' Cathy could obviously feel my prick stirring against her and grinned as I felt her rub her body against my shaft. "About 20 years ago!" I only-just exaggerated, pulling her to me and helping her shuffle further up my body. As our mouths met once more I ran my hands all over her, concentrating on massaging that shapely, round ass whilst enjoying feeling virtually every part of her pressing down against some part of me. "Well I find...the idea of...being with a mature...attractive...athletic...man a real turn-on," she quietly told me, in-between soft kisses; "Let alone...the reality," as she then kissed me long and hard whilst I pulled her down onto me with one hand and ran the other between her bum cheeks, slipping my middle finger into her moist slit. Cathy grunted and I felt her lift her arse before really grinding herself down onto my finger, fucking her-self on it as she bit at my lips and my tongue. If you'd previously told me that I'd be snogging a woman shortly after she'd been lapping up my own come I'd have probably thought, 'I wouldn't do that', but with Cathy the thought didn't even enter my head as I forcibly tongued her back just as I felt her fanny muscles contract several times in quick succession and then Cathy buck and grind as her orgasm obviously hit. "Fuck me," she grinned when she'd finally calmed, "I could do this for ages" as she pushed herself up against my chest, arching her back like a contented cat and letting her hair trail down over her shoulders. As I slipped my finger out of her, I brought it up to my face and smelt at it before licking it and offering it to her. Cathy smiled and kissed it, before sucking at it and then kissing it several more times. "Now what was it that first attracted you to me?" she playfully asked, pushing her-self up and turning around into a kneeling position. She was pinning both my hands down to the table and said, "No touching...not yet" and began to wiggle her bare, round arse cheeks just inches from my face. "Do you want to kiss my backside...do you want to push your tongue into my arse...do you want your tongue inside my tight, wet, young pussy?" I was simply moaning louder and louder at her suggestions and was aware that she must have had a perfect view of my cock springing back to life, harder and harder. Her feet were alongside my face, still clad in the black heeled shoes, and I kissed at them before turning my gaze fully back to her arse which she now maneuvered backwards just enough for me to be able to kiss. As I strained upwards to kiss at her backside I felt Cathy push herself up into a squatting position, more over my face so that I could see further along in-between her legs. Her backside was firm and yet tender and I could have kissed at it forever but as Cathy now presented herself fully over my face I was aching to bury myself into her slit, to push my tongue into her, and I kissed as far round into her as I could. She was telling me how "nice" and how "good" it felt and then I was pleased to hear a really contented, long sigh and a definite shudder from her as I managed to reach and lightly lap at her anus. She 'let' me do this for a while and then I heard her ask, "Shall I...sit on your face?" "YES," I quickly and firmly replied. "Are you sure?" she teased, wiggling herself; so close that I could smell her; so close that I tried pushing my tongue out as far as I could to just touch at her, but she was just out of reach. "YES," I again said, this time more pleadingly. With that Cathy straightened her back before slowly lowering herself down onto me. The sight of her backside and slit being lowered onto my face was glorious and my nose was quickly nestled deep between her bum cheeks whilst the length of her snatch pressed down against my mouth as I pushed my tongue up in-between her pussy lips. I don't know who was groaning more, Cathy or me, but bearing in mind that my hearing was stifled by having her sitting on me she was certainly making some noise and I was grateful again for the loud music still blaring away from the exercise class close by. I could have suffocated a happy man like this and greedily sucked and licked at her, pushing my nose up into her whilst holding her by her waist as she wiggled and writhed on me. My cock was now rock hard again, straining proudly and upwards and for a few, awful seconds I felt Cathy move up and away from me but just as I moved my head back up to urgently lap at her once more I felt her warm lips slide down my shaft again. I let out a long, loud moan at this sensation, losing concentration on what I was doing for a while whilst enjoying the sheer pleasure of having Cathy sliding her mouth slowly up and down the whole length of my erection, whilst fondling at my sack. Cathy had moved herself back into a kneeling position and whilst her wanking technique had certainly been very 'firm', verging on the forceful, with her tongue and mouth she was being very soft and loving. If I hadn't come already a couple of times earlier having this sexy woman, who was 20 years younger than me, virtually making love to my cock with her mouth and tongue would have made me come within moments but, although the way she was caressing and virtually worshipping my prick was heavenly, I didn't feel in 'danger' of coming at all. In fact, my cock felt larger than it ever had done before. Cathy had now increased the urgency and speed that she slid up and down me and for a while I simply held her arse cheeks, just enjoying the sensation of her getting more and more frantic with her sucking and slurping. I then eased my thumb tops inside her now gaping slit and rolled them gently over her clit. Cathy immediately let out a stifled cry of, "Ohhh, yea." As I did the same again she groaned out even louder and longer and, after I'd done it a few more times she raised herself up and away from my cock and started moaning; "Going to come, going to come...want to...come on your face...come on your face". I could feel her pushing herself back down towards me and I moved my hands away, Cathy immediately sitting fully on my face. I quickly pushed my tongue back up into her, Cathy letting out a long, loud groan and I could feel her juices then really flowing down onto my tongue and face. I held her to me and Cathy wriggled down, riding out her orgasm for as long as she could, then pulling my hands to her as I reached up to grope her tits. I was still lapping up at her as she finally lifted herself upwards and off me, sliding her-self down onto the edge of the table, lying alongside me to the left. What a Great Work-Out Ch. 02 As she nestled herself into me I turned into her and ran my right hand down to her hip as I softly kissed at her. She responded to my kiss softly as well, and then I felt her left hand grip my still rampant cock. As I felt her lift and rub her left thigh against my upper leg she then rather matter-of-factly informed me, "I am going to take...this big...hard...cock...and shove it...right up me." "Good," was all I could think of replying, just before she lifted her leg further over me and pulled her-self up so that once again she was lying on top of me. My cock seemed to automatically find itself at her entrance and in one swift movement she eased herself down and impaled herself onto it. We both let out long groans and then I just held her there enjoying, finally, once more being deep inside this young lady. "Are you insatiable?" I smiled as it was Cathy that first started to move, wiggling and gyrating on my cock whilst moaning in contentment. "Why, am I too much for you old man?" she teased, grinning in playful mockery. "Nope, definitely not," I replied, starting to thrust up into her as if to emphasize my point. "Good, because 'no' I'm not usually like this at all, so it must be you," she rather seriously said, pausing to look straight at me and causing me to momentarily stop my movements at such a compliment. She then hungrily fell once more onto my mouth and I started to bang up into her with even more vigor. As Cathy continued to devour my mouth I pulled her arse cheeks further apart and the noises were getting louder and louder as my cock and balls slapped against her. She'd just been holding herself there, letting me control the motions but now she moved herself forward so that her breasts dangled down onto my face and then, after I'd sucked and kissed at them for a while, pushed herself upwards into a sitting position. With her hands on my chest she now started to control the motions as she slid up and down my shaft. I initially just lightly held her waist, offering some support as she built up the speed that she was fucking herself on me, but then moved my hands back up to fondle and massage her tits. Cathy was now totally 'lost', her eyes were closed and she was just constantly swearing out in pleasure as she bucked up and down, her juices making louder and louder noises in time with her movements. As I tweaked at her large, proud nipples Cathy opened her eyes and stopped her bucking to just simply grind herself onto me in small, wiggly movements, letting out a long, deep, "Ahhh, yeeeeeeeeeaaa" as her orgasm obviously started. Her eyes then rolled upwards and she bent her neck backwards, mouth open, stretching her back so that her tits jutted out even prouder. I just lay there, enjoying the sight of this younger woman, clearly having such an intense orgasm whilst impaled on my cock. "Ohhh, my god," she finally breathed, tweaking at my nipples and massaging my firm, flat chest, before maneuvering herself back round and down so that she was lying on top of me once more. "That was good...soooo good," she grinned, as I kissed her whilst running my hands down to her bum cheeks. "Well...I want to...fuck you...from behind," I said, turning her onto her side and slipping out of her. As I moved round to the bottom of the table I helped ease Cathy downwards and then into a standing position before turning her round so that cute arse was stuck up in the air with her face and tits resting on the table. She spread her arms high above her head, also resting them on the table, and her tits looked even bigger like this being pressed out side-wards and I reached forward to grope at them as I started to lightly kiss my way down her back. Cathy pressed down onto my hands and then pulled my hands to her breasts with her own. My cock had nestled, pointing upwards, in-between her bum cheeks and I could feel Cathy push back and rub her-self against me. . When I reached the small of her back I kissed and nuzzled at it, enjoying the way it made Cathy shudder, before moving my hands down to grasp at her bum cheeks. Moving down into a near kneeling position I then kissed around her bum cheeks and, as Cathy moved her right leg up onto the table, I then slid my tongue down to her crack, pushing my nose and tongue into her, probing and licking at her anus whilst she groaned in encouragement. She was definitely stretching her leg out wider and higher, allowing me a better angle to penetrate her but, as much as I was enjoying this, I desperately wanted to fuck her from behind and so I quickly stood back up and pushed my cock head down to her. My helmet went straight to her snatch and in one swift motion I slid up and into her. "Ohh, yea," Cathy groaned, as I let out a loud grunt myself. For a moment I just held myself there, as if not quite believing that I was fully impaled inside her and once more thinking I might just instantly come. Realizing that I wasn't going to instantly lose control I started to gently wiggle inside her as I moved my hands back from her slim waist to firmly holding her bum cheeks. Squeezing the flesh between my thumbs and forefingers, I massaged her bum as I began to pump in and out, enjoying the prime position of seeing her fanny lips sliding up and down my shaft. In usual circumstances I am sure fucking such a younger, sexy, woman - whose rounded arse and slim waist looked even better from this position than I'd imagined, especially with me impaled inside her - I would have shot my load within moments but having come a couple of times already within the last 40 minutes or so, I was able to thrust in and out of her, my balls slapping noisily against her arse, for what seemed like ages. I built up the speed and intensity of my thrusts and then slowed them down again, all the while feeling in great control and enjoying the way Cathy was getting more and more worked up herself. "Fuck me...fuck me...that's it...oh, yea...fuck me...fuck me hard...harder...harder" she urged. Just moments after I was sure she'd climaxed again I started to groan; "Yea, yea, yea....yeaaaaa.....ahhhhhhhhh" as my cock felt like it exploded deep inside her, pumping load after load of come deep into her fanny. As I leant forward against her, Cathy turned towards me and, as I felt her contract her fanny muscles several times in quick succession, she virtually demanded; "Give it to me...give it to me...ohhh, that's it, give me all you've got." I fell forward onto her mouth and could feel her grinding herself back and down as hard as she could, making the very most of the last of my erection. As we both finally calmed I un-impaled myself from her, my cock now completely limp and spent, and she turned and embraced me. "God, I'm fucked," she smiled, lightly trailing her fingers down my sides, as she looked up at me. "Me too," I smiled, gently holding her to me, as I supported myself against the table. "Mind you", I continued, "If I'd known...how damn good the physio was here...I'd have booked up...all the time." "Well, I've still got a week to go here," Cathy grinned, "...AND the new place is only 20 minutes away" and she kissed me longingly once more. What a Great Work-Out Ch. 03 I saw Cathy a couple of times after she'd left but then gym 'life' returned to it's normal, fairly uneventful routine of most people just coming in and doing their work-outs without even saying a word to anyone else. There were a few ladies who used to be quite pleasant to look at but no-one who caused me anywhere near the same 'problem' as Cathy had when-ever she used to wear her skin-tight leggings. This all changed, however, after about 18 months. I was half-way through doing some stomach crunches when I saw a lady I hadn't seen before, although it was clear she must have worked out a hell of a lot. 'She' must have been in her late 30's or early 40's (I was nearing 43 at this stage), and was only about 5'3" or 5'4" tall. Her fair hair was shoulder-length, cut in a frizzy, bob style and which framed her attractive looking face. It was her trim, highly toned body, however, that really stood out - verging on being muscular and not what I would usually have found particularly attractive but, coupled with a very firm looking pair of breasts and the cutest, pert bottom I think I'd ever seen, she was certainly very sexy. This petite lady left the gym half way through my work-out and I didn't think any more of her until the following week when, shortly after arriving I was doing shoulder exercises at one of the central work-out stations, when she suddenly appeared directly opposite me. I tried not to gaze too obviously at her but this was made very difficult as she'd obviously only just arrived and started doing numerous stretching exercises, only helping to emphasise what a stunning, flexible body she had. She was wearing a skin-tight black sports vest which gave an inviting glimpse of her deep cleavage, without being too showy or over-the-top. She was also wearing figure-hugging black leggings, just flaring out at the bottom, which made her small bottom look stunning from behind. Our eyes met briefly and she gave me a pleasant, friendly smile and half-nod as if acknowledging that we'd seen each other before and then reached down to pick up one of the spare handles lying on the floor. As I watched, she stretched up to try and reach the handle which was already on the apparatus but, because of her height, she couldn't quite reach it to pull down. Stretching like this made her bust thrust out and upwards as she wavered on her tip toes, and it was tempting to leave her like this so I could enjoy my prime view a little longer but, seeing an opportunity to act gentlemanly and engage in a conversation with her, I was just about to move round and offer my help when one of the very large, muscle-bound guys who seemed to be there all the time beat me to it. "Let me do that for you love," he said somewhat patronisingly. "Thanks," was the not overly enthusiastic, reply. "Do you need help with anything else?" the hulk continued in a leery sort of way, casually leaning against the station as if presenting himself for her inspection. "No, I'm fine," I was pleased to hear the almost frosty reply. "Well, if you do, you just have to ask," he continued, pausing as if he was just going to stand there but then realising that she was waiting for him to go before starting her exercise. As he finally moved away she clearly breathed, 'arsehole' and then realising that I must have heard she mouthed, 'sorry' to me and shrugged her shoulders I just smiled and nodded my head as if in agreement, causing her to grin broadly as we both momentarily looked at each other before continuing with our exercises. As we then stopped our sets at roughly the same time she moved round the station towards me and said, "I'm sorry, but he is an arsehole." I grinned at her and held my hands up saying, "You don't have to convince me." She looked up at me, not saying anything but appearing as if she was in thought. "Do we know each other?" she finally asked. There were several replies that flew through my head but not wanting to also be called an 'arsehole', I truthfully replied; "No, I don't think so." "I just feel as though we do. I saw you looking at me the other day and was fairly certain I knew you but couldn't think from where." "No, I don't think so and I'm sorry I didn't mean to be staring at you, certainly not in an 'arsehole' sort of way, anyway" which, I was pleased to see, made her smile. "Oh, don't worry about that. I've just got this aversion to those meathead types. No, you were looking at me as though you thought you knew me." As I'd thought originally, her face was pleasantly attractive, and she had a wide, inviting mouth but it was her body that made her so appealing. She took a swig out of her water bottle and, as she arched her head back, I briefly imagined kissing at her slender neck down to her impressive-looking tits, but then snapped out of it and paused before carefully replying; "Sorry, I suppose I'll have to just confess that in a 'meathead' sort of way I was just looking at you admiring what great shape you are in." 'She' didn't say anything, just looked up at me, smiling slightly. "And, to be honest, if I did know you I am 100% certain that I would remember!" The smile now became very broad. "Thank you," she said in what seemed a genuinely pleased sort of way before she turned round to move back around the station. As she walked away from me my gaze dropped down to her backside, the leggings material clinging to her small and yet rounded bum cheeks and clearly defining her bum crack as she walked. We both did two or three sets at our respective places and I made a real effort not to look at her too much but I was sure I caught her a couple of times looking at me. She then reached down to pick up her towel, giving me initially a lovely view of her cleavage and then walked back round the station towards me. "You know it works both ways," she started as she patted at her face. "We women like to have something nice to look at too" she grinned, raising her eyebrow and then subtly nodding as if in appreciation as she quite obviously ran her eyes up and down my body. I gulped, not quite sure of what to say. "Why...thank you," I finally spluttered. I certainly was still very active and sporty and knew that, for my age, I was toned and slim but it wasn't every day that I got a compliment from such a sexy woman, or in such a flirty way. "You're very welcome," she grinned, seeming to enjoy my obvious embarrassment, before she turned and moved away. I was aware that the blood had suddenly gone rushing to my cock, so I quickly walked across to the nearest machine where I could sit and let my now too-obvious erection subside. As I sat at the chest press my prick had just calmed down once more when the lady, having gone to fill up her drink bottle, walked back towards me. Coming and standing quite close she then took several swigs from the bottle, standing with one hand on her hip, and there was something incredibly sexy about watching and hearing her gulp. My cock was now stiff once more and I dropped my arms over my lap to try and cover my embarrassment. "I'm Lisa, by the way," she then said, holding out her hand. "Dean... I..I'm Dean," I almost stammered, reaching out to her. Just touching her for the first time made my cock jerk in excitement and it then literally throbbed as we definitely held hands longer than would have normally been expected, just looking straight at each other all the while. "Very nice to meet you Dean...is that as hard as it looks?" I immediately panicked, thinking, 'oh shit, she's seen my hard-on' as Lisa had nodded downwards as she'd said it. "I...um...I..." I struggled to know what to say. "That machine...is it as hard as it looks?" she finally grinned, turning to walk over to the exercise mats which were positioned 10-12 feet in front of me. I wasn't convinced that was what she meant at all, but continued with the apparent pretence; "Oh no, not really, no." She was now standing with her back to me, one hand on her hip and her neck stretched upwards as she continued to drink from her bottle, but I could see in the wall-to-wall mirrors in that area that she was looking back at me, watching me watching her. She seemed to drink for a long time, longer than you would have expected and I did wonder if she was deliberately giving me an opportunity to admire her slim, shapely body. I made no attempt to begin my exercises, nor to hide the fact that I was indeed just sat there gazing at her. Finally Lisa pulled over an exercise ball and, turning round to face me, sat on it. Placing her finger tips on her temple she then spread her legs slightly further apart and expertly began to do some stomach crunches. I was about to, belatedly, start doing my exercise but the way Lisa was making little, soft grunting noises as she came up from each crunch and looking straight at me all the while just had me transfixed and I, once again, just sat there watching her. Having completed 10-12 of the crunches she then sat on the ball and, having patted at her face, said; "Your turn." I pushed out on the chest press and as I did 12 reps Lisa just sat there watching me. When I finished she did some more crunches and we repeated this process a couple more times. Lisa then stood up and pushed the ball back into the corner before walking back to the mat closest to me, looking straight at me the whole way. She then smiled as she turned round and slowly reached down to touch her toes. Her arse looked absolutely stunning; two perfectly rounded, small, taunt buttock cheeks that each looked exactly the right size to easily grab and massage with one hand. Lisa now spread her legs slightly and crossed one over the other before again reaching down and stretching her hamstrings. All I could think of was sliding in-between those pert buttock cheeks and simply sat there once more watching her before I very nearly came in my shorts as she placed her hands on her hips and began to gyrate her shapely backside round in small circles! I'd been transfixed on her backside but now, as she stopped and started to move in the other direction, I became aware that she was looking at me again in the mirror. She then stood still, her hands still on her hips but with he feet slightly further apart before raising herself up onto her tiptoes and then slowly squatting down, holding that position and then standing back up. She did this again for 10-12 reps, all the while I was imagining her lowering herself onto me. Lisa now reached down once more to touch her toes, holding that position for a while before spreading her legs a little further apart and then placing the palms of her hands on the floor. I let out a low, gutteral groan at this sight, thankful there was no-one close enough to hear. Lisa now pushed herself back up into a standing position, turned and walked over to me. "What were you thinking of just then?" she breathed, standing close enough to lean casually against the chest press. "Um...really?" I hesitated. "Really" she replied firmly. I still paused for a moment and then, taking a bit of a gulp and having a quick look around to make sure there was still no-one close enough to hear, took what felt like my life in my hands and said; "I was thinking of sliding into you from behind." I said it quite slowly and throatily, and was pleased with how it came out but then had to cough to clear my throat as I literally paused for breath waiting for her response. Lisa leant in slightly to me and I wasn't sure if I should brace myself for a slap in the face but she almost whispered into my ear; "Me too." My cock, which had slackened due to the uncertainty of how she would react now jerked and twitched and immediately was rock solid once more, thrusting upwards and throbbing in excitement. Raising her head back up slightly so that she was right in front me, inches from my face, she looked down at me and for a moment I thought she was going to move her lips to mine. After we'd gazed at each other for a few moments, however, and just as I thought I might succumb and pull her, there and then, down onto me she straightened back up. I'd moved my towel onto my lap in a rather obvious attempt to cover my massive erection and as Lisa clearly dropped her gaze down to my groin area a pleasing smile appeared on her face. I was literally aching to grasp her, to grope her, to run my hands all over her but also totally unsure what to do or say next. "What don't you go and see if the tanning room is free?" Just when I thought my prick felt harder than it had ever done, her words and the obvious inclination made it strain even more and I gulped, trying to compose myself and shifting in my seat to try and stop my cock from just exploding. "I...um, I've got a bit of a problem, which would make it a bit difficult for me to go and ask." Without saying anything, Lisa looked around and then reached down and raised my towel. "Looks much more than just a 'bit' of a problem," she breathed, a serious, lustful look on her face which again made me gulp. "I'll go and ask, but you think of an alternative if it's not." I simply nodded at her instruction, her forceful, almost desperate tone being a further turn-on, as I frantically thought of any possible, near-by, alternatives. My mind was a blank as I watched Lisa walk over to the reception desk and, seeing that there was no-one between me and the corridor which led to where the tanning room was, I decided to get up and walk over there, my towel hanging down to cover my embarrassment -- which had now softened again anyway, fearing that the room might not be free, that Lisa might change her mind or that it might all be a wind-up. As I reached the start of the corridor I looked across to the reception area and Lisa caught my eye and smiled, slightly nodding. My heart, and my cock, jumped and I walked down the corridor and round the corner to where the tanning room was. Trying the door, which proved to be unlocked, I opened it, had a quick glance inside and then stepped in. I hadn't been in this room before except very briefly during my induction when I joined the gym. Apart from the tanning bed there was a small table and a chair and what looked to be a shower cubicle at the end of the room which I didn't remember seeing previously. As I moved down towards the cubicle to take a look I heard the door, which I'd left slightly ajar, close behind me. Turning, I now saw Lisa had stepped unheard into the room and she was now leaning against the door. "We have 40 minutes...I booked it out for me and then said one of my girl-friends was going to have it straight after." With that she dropped a rucksack onto the floor and threw two, large, white towels onto the table. "Now, remind me...what was it you were thinking about?" With which she simply turned around, locked the door and then pushed her leggings down. Bending over she stuck that now naked, perfect arse up in the air and placed her hands against the door for support. "Oh, my god" I breathed, momentarily transfixed at such a glorious sight and immediately concerned that I could come, there and then. Gathering myself and snapping out of my near trance I stepped forward, desperate to slide into her as I'd imagined, I quite awkwardly but quickly pulled my shorts and the inner pants up and over my straining cock, before letting them fall to my ankles. I pushed my prick downwards to her and lightly brushed the tip against her crack, that first touch making me literally tremble and causing Lisa to let out a satisfying gasp. She then let out a further, long sigh as I rubbed my prick-head fully up and down her crack, before placing my left hand on her left bum cheek and gently pushing into her a fraction. Touching her bum for the first time felt made me sigh, and my hand perfectly cupped and grasped her arse cheek which I gently squeezed and massaged whilst watching my helmet nestling happily in her crack. Lisa was moaning as she very, very gently wiggled herself against me, rubbing all around my helmet and I could have very easily and happily shot my load just like that. I also desperately wanted to drop to my knees and kiss at her bare bottom; to bury my face into her slit and her anus, but I knew if I started I wouldn't ever stop and the urge to fully enter her; to fuck her; to empty my seed inside her; to pump and fuck that so cute backside was even greater -- that and the fact that Lisa, looking around with a real look of lust and longing on her face, was urging; "Come on...fuck me...fuck me...I need you to fuck me." I leant back slightly and then guided my erection down and under her, her slit and anus pressing nicely against the top of my shaft as my helmet found its way straight to her entrance We both grunted at the feel of my tip nestling against her soft fanny lips and then as Lisa raised herself slightly I eased myself into her. My cock slid smoothly and deeply into her, her fanny feeling quite wet but still very snug and firm around my cock as I grabbed her arse cheeks in each hand, pushing myself into her as far as I could. "Ohhhh, fuck, yea" she groaned, as we momentarily both held ourselves there before she started wiggling herself back against me, flexing and contracting her fanny muscles against my shaft, urging; "fuck me...come on...fuck me hard." Having again been concerned that I might come quickly when sliding into this sexy, toned lady my cock now felt so hard and enlarged and the foreskin had been pulled so far back that I felt wonderfully in control and began to ease back and forth, gradually building up the pace and force that I was banging into her and being able to just concentrate on enjoying the whole sensation. Lisa was pushing back against me, lifting herself and grunting and groaning in time with my thrusts. She then reached across and started fiddling with some controls on the wall and I wasn't sure what she was doing until the sun-bed suddenly kicked into life and it become apparent she'd turned it on to help drown out her noises. I now moved my hands from her slim waist and placed them both on top of her arse cheeks once more as I smoothly and firmly slid in and out of her, trailing my finger-tips down her spine as she arched her head back and virtually cried out; "Yes...yes...that's good...yes...yes...yes...going to come...going to come...going to..." With which she let out a long and deep groan as her orgasm obviously hit and then seemed to go on for ages and ages. When she had finally calmed, I thrust into her only a few more times as now, not trying to control myself at all, I felt my cock explode deep down inside her. As several more pump-loads of come burst from my prick I groaned loudly, arching my back before falling forward to kiss at her firm, slender back as I also reached round to fondle for the first time at her breasts. It suddenly struck me that not only had I not even yet kissed this woman but, if she now decided that, 'that was that' I might not even get to play with, or to suck and kiss at these fantastic tits! My concern was at least partly diminished when rather than simply 'dismissing' me I could feel Lisa still slightly wiggling that cute backside against me, gyrating herself against the last remnants of my erection as she also pulled my hands to her breasts. I was now kissing at her neck and shoulders and Lisa turned her face so that we could, rather awkwardly, kiss for the first time. Because of the position it was quite a light, soft kiss but I felt her tongue dart into my mouth and was now desperate to kiss her long and hard and so I slipped out of her and helped Lisa up and round. What a Great Work-Out Ch. 03 She stepped into me, pulling me down onto her warm, welcoming mouth as her breasts dug nicely into my chest. I don't think I've ever had anyone kiss me quite so forcefully, almost aggressively, as she tongued me at the same time as pressing her toned body firmly into mine. I was forcibly rubbing at her right breast with my left hand, rolling my palm over her firm mound whilst tweaking at her nipple with my fingers, and plying her left bum cheek with my right hand, pulling her to me as we continued to tongue each other like some horny teenagers. Stumbling backwards, Lisa guided to me the chair and literally pushed me into a sitting position. She quickly yanked my sports top up and over my head and then did the same to hers, before reaching round behind her to unclasp her white sports bra. Smiling at the obvious look of anticipation on my face she placed her left hand across her breasts to stop the bra falling away from them. "Do you want to see my tits?" "Yes, oh yea" "Are you going to suck them...are you going to lick them?" "YES," I replied even more firmly and quickly. An almost evil grin appeared on her face as she seemed to be enjoying her control over me before she finally took pity and let the bra drop to the floor. "Ohhhh," I breathed at the glorious sight of her round, firm-looking breasts standing so proud just inches from my face. "Fuck you're gorgeous," I looked up at her as I then reached out to support her large breasts from below, marvelling at their weight as I leant forward and simply clamped my mouth to her enlarged right nipple. "Ohh, suck it...that's it...suck it hard," Lisa encouraged as I suckled on her like a starving baby. "Mmmmmmmmm," I moaned as at the same time I groped at her left breast, before switching over and then finally burying my face into her deep cleavage. Lisa pulled me to her, seeming to nearly get off on what I was doing to her breasts as I was. As she squashed her tits to my face I could feel my semi-stiff again cock pressing against her stomach and Lisa suddenly pulled herself away, kissed down my chest and stomach and then, as she trailed her nails down me, I looked down to see her hair cradling my lap as I felt her soft lips kiss at my helmet before she ran her tongue all around the tip. I could feel my prick jump and twitch as she teased and licked at me before I finally felt her mouth slide down my now rock-hard once more cock. As I watched the back of her head bob up and down I groaned loudly at the sweet feeling of what she was doing to me with her tongue and mouth; she was slurping back and forth, taking me all the way in her before sliding back up. Lisa now released me from her mouth, looking up at me as she pushed my erection towards my stomach and kissed her way down the underside of my shaft, grinning presumably at the look of pleasure on my face and then sucking and kissing at my balls as she wanked my foreskin back and forth several times. She then let go of me and, kicking off her socks and trainers said, in a matter-of-fact sort of way; "I need your cock again." I just about had time to reach down and kick of my own shoes and trainers before Lisa stepped forward again and, pulling my erection back, she impaled herself onto me, straddling my lap and then plunging herself down. "Fuck yes," Lisa groaned as I let out a guttural moan at the sensation of her sliding quite forcibly down onto me. We both just sat there for a moment, me taking in the sight and feeling of this sexy, mature woman impaled on my lap and she seeming to just enjoy all her weight pushing her pushing down onto my so hard cock. "God, you feel so good," she breathed, wiggling slightly as she placed her hands on my chest to help with her movement. "So fucking big and hard," she continued, eyes now closed as she continued to gyrate herself around. "So...fucking...hard." I thought the best thing was to just sit there and let her control the movements and motions and simply moved my hands up to support her slim waist as she started to ease herself up and down, still with her eyes closed. She was just raising her bum up and down at this stage, meaning that she was only easing up and down the very lower part of my shaft but every time she lowered herself I could feel her really grind herself against me and groan quite deeply. I now leant forward to kiss and suck at her tits once more, pulling her to me by her back and marvelling at how firm and toned even her breasts were. Moving back away from her Lisa then fell onto my mouth, kissing me hard as I reached down to support her bum cheeks and thrust up into her several times, pumping into her and receiving even louder groaning from her as a reward as we continued to snog. She then obviously wanted to take control again and placed her hands on my shoulders as she raised herself fully up my shaft, before driving herself back down. I now just sat there again, cradling her tits from below as Lisa continued to fuck herself on me, getting more and more frantic and ending up riding me virtually like you would a bucking bronco. After a few minutes of this Lisa, very noisily, came -- her orgasm seeming to build and build and then hit as she cried out; rather un-necessarily that she was; "Come...come...coooooommmming." As her bucking and writhing eased, Lisa leant forward to me, kissing me deeply as her breasts squashed against my chest. I started to pump back up into her, enjoying the response it got from her in terms of little contented moans in time with my thrusts and an intensifying of the pressure she applied to our kissing. "Come...with...me," I said in-between kisses. "I'll...come...with you...anytime," she grinned, laughing as she looked at the expression on my face, really pleased that it sounded like this wouldn't be a one-off. "Good," I replied, kissing her once more and then easing her off me and leading her by the hand towards the shower. As I opened the door and fiddled with the controls to get the water temperature just right, Lisa had reached round me and grabbed my still rampant erection and, as she kissed at my back, she wanked me back and forth several times. "Fuck, that feels good," I breathed, leaning back against her as she then firmly groped at my balls with her right hand whilst continuing to wank me with her left. The urge to be inside her again was too great and I moved round, breaking her grasp, and pulled her under the warm water flow with me. As the water poured down onto us, we kissed long and hard, me massaging her tits and that firm backside whilst Lisa pulled me to her. I then turned her round and lifting her by the waist encouraged her to stand on a ledge that was 5-6" high and ran around the inside of the shower. Lisa quickly got the idea as this made it a near-perfect height for me to push my cock back under her pert buttocks and find its way to her entrance once more. I pushed against her, helping to pin her against the side of the shower cubicle and also support her on the ledge. Her tits were pressed against the shower cubicle and, from behind, I had the nice view of them splayed outwards, making them look even bigger than before. As I began to push up into her I ran my hands up her sides, up to just below her armpits so that I could feel at her tits with my fingertips whilst pumping into her. Although I wasn't able to slide in and out of her as fully as before, at this different angle it really felt like I was thrusting up into her quite deeply and we both grunted and groaned as I rutted against and into her for several minutes. Finally as I could feel that I was about to come once more, and my moaning must have made this apparent to Lisa, she moved my hands round fully to grasp her tits to her and I let myself go, pumping load after load deep into her pussy again as she ground herself down against me and then wiggled that cute arse around as she let me enjoy the last remnants of my orgasm. "Next time," she grinned, turning to embrace me after I'd finally slipped out of her, "YOU can pay for the sun-bed sessions!" she laughed as she pressed that toned body into me.