5 comments/ 35042 views/ 15 favorites Gym Rat By: Gym Rat So, stepping back instead, I told her she was a wonderful dancer and thanked her as if we were through. My slacks were tented a bit, the boxer briefs I had on beneath them doing little to restrain the profile. June glanced down, smiled, blushed, and produced those nipples, pretty simultaneously. "It seems to me," John offered, "that we all know what we're here for. I want you to make love to my wife, Mark. June has acquiesced, and I am not only in favor of her getting well and enthusiastically loved, but I'm finding this is remarkably erotic. I see we both have erections, which are each a testament to you, my dear. I suggest we find a way to put Mark's to good use!" "Maaark!" June admonished, but her heart wasn't in it. "I'd be flattered, and I'm obviously in favor - is there a preferred place?" I asked. "No reason not to use our bed. This isn't behind our marriage's back, and I'm finding that prospect not only comfortable for June and you, but a base of memories for June and me as well," John answered. June, silently, took my hand and led me down the hallway. I saw John rise, with difficulty, and follow us. Entering the bedroom, I took in the queen sized bed, the lights already on but dimmed. I heard a quiet groan come from John as he lowered himself into a chair in the corner. Deciding just to ignore him and concentrate on the matters at hand, I held June's hand still as I pulled her to me then walked her backwards to where the backs of her legs were just touching the bed's side. And then I kissed her at last. She didn't hesitate, and wrapped her free hand around my neck as I pulled her tight, my free hand at her back. We kissed gently at first, evaluating. First, only lips, then lips parted, and then tongues teasing lightly. This wasn't a voracious attack, but a friendly sparring, an investigative exploration. I curled my tongue behind her teeth and stroked and pulled, and she responded by sucking at my tongue suggestively. My cock rose again, having receded during the walk to find the bedroom. As we kissed, I let her hand free and used it to press her more firmly into me, resting along those bottom laces where her ass began to flare beneath her waist. With my other hand, I found the lacing tied bow's loose end and steadily pulled it until it gave, then tugged at the lacing which gave easily. Still holding her against me, I alternated hands to pull each strap down off her shoulders, knowing that only our bodies pressed together were holding the dress in place. We both knew what would be next, and I took a step back, breaking the kiss, letting her go, and the dress cooperatively fell, revealing her to me at last. Her breasts were not large, but were gorgeous, looking somehow heavy for their size, the nipples pink and erect. She was breathing deeply, and the breasts showed it, spiking my natural reaction as my cock surged. I stood and stared, wanting to appreciate the entire experience and miss nothing. I was so entranced by her perfect breasts I didn't look lower for a moment, but naturally did and was thrilled to see fine blonde hair, groomed but not extremely so, unencumbered by panties, barely covering and yet revealing the slit below. She was Boticellian, if that's a term - a lithe Venus, and she wasn't trying to cover herself - rather, was showing herself to me, waiting for my response, vulnerable and yet knowing she was as much in control as I. I also realized she'd gone without underwear for the evening, knowing what would transpire, and wondered if she'd been as turned on by knowing her nudity under the dress as I was now knowing she'd prepared herself for me that way. "You're gorgeous," I said, needing no response. Then I started unbuttoning my shirt. "Mmm. Let me," she said, stepping, now barefoot, up to me. Taking over, she completed that task and I shrugged the shirt off, stepping out of my shoes at the same time. I'm probably 6 inches taller than she is, so it was a good match, as I looked down at her and she unbuckled my belt. Unclipping the trousers and pulling down the zipper, she made no move to touch the protrusion in front, but just nudged the pants past it and letting them drop. Now I was clad only in the beige boxer briefs, as she knelt down and let me step fully out of the legs of the pants. Still on her knees, she ran her hands along my buttocks, feeling their shape lightly, her head only inches from my cock's reaching out to her from behind the cotton barrier. All I could see was the top of her head and the bulge beckoning. That was far from all I could feel. She felt up between my legs, letting her fingers rise just enough to touch my balls through the underwear. I jerked a bit at that, and heard her give a little laugh. Finally, she hooked her fingers into the waist band of my unds and pulled very slowly downward. Naturally, my cock was in the way of their dropping very far, and finally, finally, she reached in and gently moved the shaft to let the shorts get by. She was in no hurry, and held onto my cock as she pulled the shorts fully down and I stepped free. Holding it at the base, she checked it out, turning it left, then right, then up against my belly while her other hand sampled my balls, hefting them, rolling them a bit, holding them just tightly enough to be on the edge of wondering if she'd squeeze too tightly, but not going there at all, just keeping me on that edge. I concluded in a flash of brilliance that mine were not the first cock and balls she'd checked out. I'm circumcised, so there were no foreskin issues, but there was definitely a clear drop at the tip, and that got lightly smeared around the head and along the frenulum. I was in bliss as her thumb did those honors, making me swell even more, I think. I looked over at John, so much for my ignoring him. He had his pants open and was leisurely stroking his own erection. I was a bit pleased to confirm his opinion that he was not as large as I. I'm no bull, and he's not sporting anything to be shy about, but I think I did have an edge in that department, and I hoped it might lend a bit of interest and pleasure to June. The way she continued to investigate, moving to a full-stroke hand job, made me optimistic about that. Taking my cock and pointing it at John, she asked, "So, is this what you wanted?" "Not sure quite yet, since there's more to happen, I hope," John said, still stroking, but not purposefully so, just sort of keeping himself occupied, I thought. "But it's a great start. He looks like he's going to be just what YOU wanted. From here, looks pretty huge in that little hand of yours - and I know what mine looks like in the same hand, so, like I said, pretty huge!" "Hmmm..." "And what is it you wanted?" I asked June, mimicking John's emphasis. "Oh, we talk about size sometimes - it seems to get him off, who knows why." "Well, sorry I'm not porn material then," I chuckled. "Oh, you're fine, just fine - I don't want to be split open, just wonder if I could tell a difference if there was one to tell. And you'll solve that nicely, I think," she said. "Well, John appears to be no slouch in that area," I said, hoping to keep him happy too. "No, he's got plenty for me - you're just going to be plenty, plus a bit, it seems. Longer by let's see - maybe an inch? and thicker, maybe another inch around? - nice combination, and neither too much so, I'm predicting!" And with that, she lowered her head again and without further ceremony, sucked me into her mouth, her tongue circling the head, flicking at the opening, just playing, then more earnestly, sucking more of it in, then out, then in again, and repeating as if to prepare her gag reflex, until she'd taken about half of me in, while she stroked the other half in rhythm with her mouth. It felt sublime. "Mmmmm. Well, if we don't move on, you're going to have to wait between rounds to find out, and I don't want to make a lady wait!" And with that, I pulled her back up and we stood and kissed again, her hands on my ass, mine on her breasts, rolling the nipples. She complied easily, and I thought of pressing ahead straight away, but then remembered John and wanted to keep him in the loop. "John, how do you envision things going from here?" I asked, then resumed kissing her, our tongues dancing happily, her nipples like marbles in my grasp, my cock pressed between her legs, which she'd taken the care to position as we stood. "I'm thinking she needs to come, if only to get the first one behind her. How about saving the penetration just a little longer?" "Great minds so frequently do think alike!" I replied and nudged her back, then held her hands as I lowered her back onto the bed, her legs still on the floor, her ass at the bedside edge. Lifting her legs over my shoulders, I knelt and eyed my target, then planted kisses on her inner thighs as my hands hooked around her legs, enabling my fingers to stroke her hair lightly and explored the lips. They were lovely - a bit swollen maybe, and the slit shining with a thread of moisture between them. Interspersing watching with kissing the thighs, I stroked my thumbs along the lips, bringing forth murmurs of approval from her. then parting the lips, I watched the inner flower bloom, a Georgia O'Keefe masterpiece in the flesh. Increasing my stroking, I could see the clitoris emerging from its sheath, beckoning it seemed. I leaned forward, watching her breasts rise and fall with her breathing, and ran my tongue from her perineum (eliciting a bit of a jump when my tongue touched her at last, and so close to her exposed bud, I supposed) up the vagina to lave over her clitoris. She moaned aloud at that, and I dived back down and repeated the full stroke several times, then held her open with my fingers and sank my tongue as far into her as I could, swirling about to miss nothing if possible. Finally, I returned to her clit and started thrumming it, quickening as I could sense her excitement rise. Her hips were thrusting to meet my tongue, and her breath was coming in gasps. I'm not one to say I can gauge a woman's nearness to orgasm, but I can guess somewhat closely maybe, and with her, I was right on, it seemed. Just as I thought she was about to tip over the falls, I sucked her clit into my mouth, pulling it while still flicking it with my tongue, and she cried out as her thighs grasped at my head and her fingernails dug into my arms. Her whole body lifted, braced only by her shoulders she came, crying "Ah, AH, AHHHH!!" I was definitely loving this, and hoped John was as well. As she peaked and started to relax, I let go the pressure on her clit and just lapped at her whole vagina, gently, easing her down. She laid back, and just laughed quietly for a moment, and I looked over to see John smiling broadly. "Bravo, Mark!" he said, and she chimed in, "Yes, bravo is just the right word - that was a virtuoso performance, and you have made me an appreciative audience, obviously!" "Glad to be of service, ma'am," I drawled in my best Texas imitation, as I laid her legs off my shoulders, surreptitiously wiped my considerably wet face with my discarded shirt (ok, hardly couth, but you use the tools at hand, right?), and stood up, my erection undaunted by the sidelining it had taken. "So now, cowboy," she said, picking up on the game, "seems you got some beef there needs to be corralled, and I know just the place." "That's as pretty a spread as I've ever seen," I played along. She scooted back up on the bed, now aligned with it, a pillow under her head, her eyes watching my cock as it twitched in anticipation. "So c'mere, let's get this rodeo started!" she called to me. "Started?! I thought we started awhile back - this looks like we're gonna be rolling into the finals if I can just ride this here filly," I was getting desperate, wanting to keep up the tease, but running out of metaphors and just wanting to get on with it. "Well, git on up in this saddle, then, pardner!" And I did, kneeling half way down the bed (the better to brace my feet on for traction in a minute, I knew) and pulling her down to me, spreading her legs wide apart, kneeling erect myself so she could get one last pre-fuck look at what she was going to be taking. John chimed in, "OK, honey, now show him just exactly how good you are!" I lifted her hips to me, braced them on my thighs, and lowered my dick (its angle was way too high otherwise) to her opening. Rubbing it up and down a couple of times to get it well lubricated, it was time, and she was watching me, her eyes blazing in anticipation. I placed the head right at her vaginal opening, and slowly pushed, easing her off my thighs and onto her back in the doing. There was that wonderful feeling of resistance, and then the corona passed through the bottleneck. I held there, and saw her smiling up at me. "Mmmm. Nice so far, very nice," she cooed. I pressed on an inch, then back, forward another inch, back again, wanting to record every sensation mentally for future playback. And every sensation was sensational. She gripped me like the proverbial glove, just enough lubrication to make it feel great, just enough tightness to make me work at it. She was moaning softly again, and I kept on, finally bottoming out with my pubic bone pressed to hers. I knew I could get deeper in other positions, even in this one with a bit of angular adjustment, but for now, this was fine. She had her arms around my neck, her forehead burrowing into the crook of my neck and shoulder. I realized her heels were on my ass, and I couldn't resist, "Ma'am, I'm shore glad you ain't wearin' spurs!" That brought a laugh from both June and John. "So, what do you think so far, babe?" John asked. "So far, this is great!" she said. "I mean about how he feels - different?" "Oh, still on that, are you? Well, there's certainly not a lot of extra room in there anymore. He's filling me right up. If I really concentrate, he might be a smidge past your usual territory. Oh, and either I'm not as lubricated as I thought I was, or he's definitely thicker - that was snug going there! Summary: he feels big, and he feels fine!" Naturally, I was crowing inside about that part, but wasn't going to settle for size being my only virtue (but I sure was enjoying being on the large part of the scale in that room, if only for a change). I started fucking for real, slowly but increasing the pace bit by bit. After about a minute - sooner than I'd expected, she started heading up that orgasmic hill again. I just kept on then, not varying anything, just to see. She kept climbing and got to the ridge, it seemed, and was hanging right at the edge, but I wasn't wanting to push her over. She fucked upwards at me, trying to get to wherever it was her body wanted to be to dive off the cliff, but I held back, kept the steady rhythm. Her face was scrunched up, and it would have looked pained if I didn't know what was going on. Finally, in frustration, she almost snarled, "Fuck me, dammit! Harder, now!!" That was all I needed, and I plowed into her, ramming her suddenly, and then pile-driving on, faster. It only took about three strokes of that, and she was off, crying and shaking her head side to side and most definitely either putting on the Academy Award performance of the century or coming like a freight train. I figured the latter. And I figured if she was going to ride a freight train, I wasn't going to stop at that station. I kept it up, pile driving and pulling her hips down to me on every upstroke. I wanted to have her coming nonstop, and it was working. She cried out a couple of "Oh's!" in surprise as I kept it up, apparently not something she was used to, and her body went right back into spasms, her nails in my back hanging on, that pain not pleasurable to me physically, so it was both a physical and a psychological boost to keep at it even longer, and so I did, and she rippled right back up again, finally gasping, "Enough - whoa - unngghhh!!" I let her off the hook then, slowed the stokes to match her recovery, and ended up barely fucking, more cuddling, with her collapsed limp, and me holding my weight on my elbows and knees, our bodies still joined but not pressing into each other anymore. Finally, I rolled off, pretty exhausted, my dick still mostly hard but not the ramrod it had just been. Lying on my back, I caught my breath for a couple of minutes. She rolled sideways, slinging a leg over mine, her thigh just below my groin, and gently stroked my chest with her hand. "That was pretty awesome," she said, a bit dreamily. "Yes, I agree," I replied. "Yes, I agree," John chimed in. "Give me a minute - I'll get back in the game - neither of you have come yet, while I would have lost count if I'd started," she promised. "John first, if that's ok," I said. "Mmm. Fine with me," she replied, rousing herself and rolling off the bed, then crawling to where he sat, his erection waiting for her. I watched her ass as she went toward him, and it was glorious, revealing shining dark pink between her legs as she went. "Over here would be more comfortable," I volunteered, and went to John, helping him up and over to the bed, where I helped him lie down. Pulling off his trousers, shoes and socks and casting them aside, I left him with his shirt open, his slim chest exposed, while I scooped up my clothes and moved to the chair he'd been in, sitting naked. June turned back, still crawling, and made her way up and across the mattress to where he lay. Her breasts swayed with her moving, looking distended, the nipples large. These were not the rigid breasts of some playmate or the buds of a young girl - they were the breasts of a knowing woman who didn't shy away from her maturity. She stayed on all fours, lowering first one and then the other breast to his waiting mouth and hands. Soon she crossed her legs over him, grasping his cock, and lowered herself to take him in, his cock arriving where mine had just been. "Aahhhh," the two of them sighed together as they joined, obviously in familiarity with the pleasure they felt. She started rocking slowly on him, sitting almost erect. Her breasts were still womanly firm and liquid, sagging just slightly, and he reached up to cradle them in his hands, rolling her nipples while he braced her slightly and she leaned into his grasp. They seemed to settle into a rhythm they both expected, and knew well, and were pleased by. They needed no intrusion or further stimulus, and I felt a bit of envy as I watched them, but only for a minute. "Back in a moment," I said, to no one in particular, and elicited no response from them. Quietly, my erection waning, I slipped out of the room, leaving them clearly focused on nothing but each other and the moment at hand. In the next room, I quickly donned my shoes and clothes, then silently slipped out of the house. Thankfully, I have a pretty quiet car, but there was likely no need to worry about distracting them. I wondered as I drove off if I'd hear from them again, and just when they might have noticed I was gone, and whether when I got home if I should have a drink to settle my brain, or just set about to relieving my temporary hormonal imbalance. Odds were I really didn't need the drink...