Night Workout

Andrew glanced at his watch as he headed for the showers. The gym was practically deserted. He hadn't realized that he'd been so long. Usually he worked out in the mornings but couldn't make it today. Feeling guilty, he had decided that a quick workout at night would do his conscience some good. As he passed by the front desk on the way to the men's locker room he waved to Natalie, the desk clerk, and Kay, the aerobics instructor, to let them know he was still here. They were deep in conversation and barely afforded him a glance.

Taking off his clothes in the locker room, he thought about Kay and her tight little body. Andrew had wanted to get in her pants for some time now, but she barely even looked at him. He imagined running his hands over the firm muscles of her thighs and buttocks. He'd watched many times as they flexed during her classes. Her pert breasts were a teasing delight, with small nipples that poked through her tight little workout tops. Frowning at a rapidly rising erection, Andrew grabbed a towel and headed for the showers.

The water felt good coursing over his skin and he took his time. While washing his hair, he suddenly sensed a difference in the locker room. Opening his eyes he realized that the lights had been turned off and the locker room was only dimly illuminated with the nighttime emergency lights. "Hello?" He called into the dark room. "Hello? Is anybody there?" 'Oh no', he thought. 'I think I've just been locked in.'

He stood there in the shower for a few moments trying to figure out if he could get out without setting off alarm, or if he would have to call someone from the front desk. Just as he'd made the decision to check the front door first, he heard the door to the locker room open with a soft hiss of air. "Hello?" he called again.

"Hello." Said Natalie from directly behind him. Andrew jumped, "Oh! I thought I'd been locked in.," he said, covering himself with his hands in front of Natalie's scrutiny. "You have." She stated coyly, obviously enjoying the view and his discomfort. Her eyes studied him from head to toe and back again, sliding up his thickly muscled calves and thighs, lean hips, flat stomach with just a good hint of a six-pack. They glided slowly over his well-developed chest, until her eyes came to rest on his hands, clearly wishing she had X-ray vision.

He felt his penis stir under his hands slightly at that casual assessment. He took the opportunity to study her form at that time. Natalie was a tall girl, probably about 5'8 or so, her long chestnut hair hung to her hips in a sweeping mass at all times. Her height only made it look longer. From time to time, Andrew had wondered what it would be like to wrap her hair around his hand and drag her to him for a kiss on those soft pink lips. Her green eyes sparkled with amusement as she realized the line of his thoughts.

"Is there something I can do for you?" She taunted, staring pointedly at his groin, which he was now having trouble keeping covered; his arousal had grown so much. Acting completely on impulse he reached out and acted on his fantasy. He grabbed a handful of hair and wrapped it around and around until it was tight to her skull, and pulled her flush against him. His mouth slashed down against hers and he began to lick and tease her lips and tongue, penetrating her warm mouth with enthusiasm. He slid his other hand up into her T-shirt to cup her large breast and felt her nipple, already hard and begging for attention. Pinching it firmly, he heard her moan with pleasure and felt her own hands sliding down his stomach. She cupped his balls in one hand and gave them a little squeeze while exploring his full erection with the other. He shivered as her finger passed over the little slit that was already oozing in anticipation. Pulling away from him, she lifted her finger to her mouth and looked right into his eyes as she licked the small drop of pre-cum off her finger.

"Horny little slut, isn't she?"

Andrew eyes shot behind Natalie to find Kay standing there with her hands casually massaging herself. Pinching her own nipples and dipping to graze over her barely covered mound. She must have been there for a while, because her clothes were in a heap next to her and she stood there in only a pair of very small, sheer pink panties. He could see the small thatch of curling blond hair right through them. Her nipples were like pebbles in a rose colored pond and he wanted them in his mouth.

"Let me help you." She offered, coming closer to help Natalie get her wet clothes off. She lifted the shirt to Natalie's neck and stopped to feel her tits. Running her hands over the large mounds, pinching and flicking the nipples to alertness until she grabbed one and offered it to Andrew, who, accepted immediately. He took her breast into his mouth and swirled his tongue around, teasing the nipple and then nibbled softly causing shocks of pleasure to course straight between Natalie's legs. While he devoted his attention to Natalie's chest, Kay continued to undress her, removing her T-shirt, shorts and panties. She ran her hands lovingly over Natalie's legs, up to her sable bush.

Getting on her knees between the two, she stuck her tongue into Natalie's pussy and began sucking on her clit and running her tongue up and down the inside of her swollen lips, flicking and nibbling with increasing ardor. Andrew watched, as Kay reached between her legs and began playing with her own clit, pulling and stoking in a rhythm that matched the stroking of her tongue in Natalie's pussy. His erection was bobbing against his stomach, now standing at complete attention, begging for the ministrations of Kay's skillful mouth.

As if reading his mind, Kay moved from between Natalie's legs to begin caressing his dick with her tongue. Long, slow strokes from the base of his throbbing member to the very tip sent shivers coursing through his legs even in the warm water. Natalie replaced Kay's mouth with her hand, fondling herself fiercely while Andrew continued to torment her breasts with his lips and teeth.

Wanting desperately to feel the wetness between her legs, Andrew replaced her hand with his own, stroking her clit firmly with his thumb while probing his finger up into her warm pussy. His finger glided easily into her soaking hole and he added another and another until he had all four fingers shoved up inside her. The pressure of his invasion and the almost constant pressure on her clit sent Natalie into a fit of passion. She pulled him as close as she could with Kay's head between their bellies and held his mouth and her breast as she pinched and twisted her other nipple firmly. Kay, sensing Natalie's impending orgasm, left Andrews cock to lean back between Natalie's legs and began rimming her anus, poking the tip of her tongue in as far as the tight little hole would allow.

With the two invading her simultaneously, Natalie whimpered her pleasure and went rigid as Andrew felt the muscles of her pussy tightening and convulsing around his fingers. He could feel the juices of her orgasm flowing over his fingers and brought them to his mouth to taste her. Weak from her orgasm, Natalie slid to the floor, pulling Andrew with her. Natalie lay on her back and positioned Andrew on his knees over her head, his thick cock hung over her, the head grazing her lips. She sucked it in eagerly.

Kay took advantage of his position and placed herself on her back in front of Andrew, legs spread wide and held open her slick lips in invitation. Andrew buried his face in her sweet-smelling snatch and suckled her clit like a baby at a nipple. The hard little nub grew in size and became even harder at his rough handling. Kay's moans echoed in the abandoned locker room, and she played with her own nipples arching her back with pleasure. Changing tactics, Andrews began teasing her pussy with long slow laps, beginning at her asshole and tracing his way to the tip of her slit. Her hips began to vibrate and roll in jerky movements of uncontrolled spasms of pleasure. Andrew sucked in the slick product of her orgasm, savoring the taste. He felt the tightening in his balls grow as Natalie took his cock all the way into the back of her throat. His own hips began to thrust on their own, jamming his head right down Natalie's throat and the combined pleasure of the two women beneath him made him dizzy with the need to cum. Hot spurts of his seed shot down Natalie's throat. She swallowed convulsively as jet after jet made it's way to her stomach.

Kay screamed again as another wave of ecstasy washed over her and another flow of juices poured into Andrew's open mouth. He pulled Natalie from between his legs and rising on his knees impaled her tight pussy on his still hard erection. Grabbing her tits from behind he kneaded then mercilessly, all the while pumping into her with enough force to have her bouncing up and down on his cock.

Natalie grabbed Kay as she stood up and on each upward bounce licked her swollen pussy. Kay bent over and watched between her legs as Andrew fucked Natalie and Natalie ate her cunt. Her tits swung invitingly and Natalie grabbed them and pulled at her nipples almost viciously her face buried in Kay's pussy, now bobbing in rhythm.

Natalie began moaning in earnest and Kay quickly turned to lie flat in front of her. Watching Andrew's dick pump in and out her pussy she began to suck Natalie's clit into her mouth. Natalie screamed her release and Kay lapped up the pussy juice that ran down Andrew's cock with fervor.

Relinquishing her place on Andrew's lap, Natalie allowed Kay her turn riding his straining erection. Natalie knelt in front of the fucking couple and kissed Kay thoroughly, swirling her tongue in Kay's mouth, moving down her throat to Kay's breasts and using one finger to stimulate Kay's clit.

Andrew slid in and out of Kay admiring the beautiful sight of the two women loving each other. Kay's pussy grabbed his prick like a fist as her orgasm hit. Convulsing muscles tried to milk his cock and his balls tightened again with impending orgasm. Kay leaped off his lap and both women took turns sucking his cock into their mouths while the other worked his balls with their tongue. Hot streams of cum jet onto the air only to be caught in greedy mouths. They were covered in little splats of cum and took turns licking it off each other's breasts and bellies. Exhausted, all three stood and moved more fully under the showerhead, bathing the remaining evidence of their lovemaking from each other.

Andrew surveyed the two beautiful women thoughtfully, as they smiled their satisfaction at him from beneath the water, and vowed to work out at night much more often.