Gym Threesome with 2 Fitness MILFS

The hardest part about going to the gym isn't the fat burning. It's not the cardio. It's not the endless self doubt. It's not the fight against the urge to quit. Its also not the actual weight lifting. Its not the waking up early.

Its not the discipline. By far the most difficult thing is trying not to talk to pretty girls in the gym, since the last thing I want to be is "that" guy. At peak hours my gym is absolutely filled with some of the most attractive women I seem to have seen in my entire life, all wearing super tight clothes, sweating and making the most subtle yet sensual noises I've ever heard.

Recently, however, my schedule has been pretty packed and the only time I get to work out is after midnight, like right now. These 24 hour gyms are really a savior for people like myself. One of the best parts? the empty parking lot.

As usual, I lock my car, put my headphones on, blast some 80s metal and get ready to hit the gym. I walk in, say hello to the front desk dude, fill up my water bottle and go to my favorite treadmill, the one on the very end. I could've picked any one of 5 but I chose the one I usually use.

I set my stuff up, turn the music louder and start running, focused and energized. Not many people in the gym.

Actually I can only see someone that looks like a girl lifting some free weights at the other end of the gym. One old man on a bike and that's about it. PERFECT time to come... Quiet, smells decent and I don't have to fight the urge to touch some random girl's ass.

Not 5 minutes go by and I notice someone to my right about to start running. I have to do a double take because I didn't believe my eyes. I'm going pretty fast so I can't really check her out but I definitely see a pretty badass tattoo on her left bicep.

A super toned, sexy bicep too... can't really make out what the tattoo actually is but I do see some circles, dark green and other dark colors... could be wrong. She was wearing tight, tiny, white shorts, and an even tighter baby blue tank top.

Incredible legs as well... and I haven't even stared yet in detail... actually pretty damn proud of myself of that little recon I just did without falling on my face.

We look at each other, smile and nod. Wow is she beautiful... gorgeous blonde hair, right above her shoulders; beautiful eyes and what seemed to be the most perfect teeth I have ever seen. I literally thought they shined when she smiled at me...

Simply put this was the most stunningly beautiful and downright sexy woman I had ever seen in this gym. What are the chances? Girls like her aren't supposed to work out this late. They should be at home getting devoured.

As we are both running something catches my peripheral vision. The person who was lifting weights had made their way to the leg machines right in front of the treadmills. To say that this was a hardbodied doll would be an understatement.

This delicious physical specimen of perfection had the most gorgeous skin color I have ever laid my eyes upon. Her black tank top was being fully stretched by her massive boobs and her bright pink sports bra was catching my eye, mouth and teeth. Her arms looked just as strong ad the girl next to me but she was maybe a foot taller.

This woman was strong... I could just tell she could handle any man or woman that tried to have their way with her and I sure as fuck would love to try... shit, I'd even let her kick my ass if it meant touching her.

Her tight, grey sweat pants, were a bit rolled up, letting her sexy calves show how toned they were.

She turns around trying to choose which machine to work out one first and I notice she turns her head our way. She then stares at the woman running next to me and I waited for her to then look at me. But that didn't happen. I turn to my right and for what seemed like a few minutes they were staring at each other, and now smiling.

The girl on the floor finally looks away, turns around and we both stare at her incredibly toned, tight, ass... so scrumptious. After we both look at it we look at each other in disbelief... talk about an ice breaker....

"Did you see that?" I hear her ask me... "How could I not?" She's unreal... do you know her?" I reply... "No i don't, but I would love to know... wanna meet her?" the treadmill girl said.

We both magically finish our runs at the exact same time... coincidence? not a chance... I walk up to you and introduce myself.

You tell me your name is S and you proceed to tell me that you never work out this late and if you knew people like the other girl would work out at this time you would be here even on Xmas eve.

We walk towards the machines, and start doing leg presses on the machine coincidentally right next to her. As i'm doing my reps, S wastes no time and taps the tall girl in the shoulder as she is working on her hamstrings...

"Sorry to bother you but my friend and I were running and saw you across the treadmills and we just had to tell you how incredible your body is. We will leave you alone, don't worry but we both just had to tell you how wonderful your body is and to congratulate you."

"Oh my God, that's so nice of you to say... You don't bother me... and as matter of fact I wanted to come tell you the exact same thing but you were running and I didn't want to interrupt. Your body is out of control! wish I had your legs.

My name is F and I never ever work out this late but I just had to blow off some steam and tonight felt just right for some reason"

There was clearly something happening between you two. As much as I wanted to introduce myself to F, I was having fun just watching both of these grown, attractive women, get all nervous in front of one another, twirling with their own hair and stuttering their words. Finally, after we all did our respective sets,

S introduces me to F. "So this is your boyfriend?" F asks. "No, we just met... We just had our admiration for you in common and we had to say something about it. You two seemed to hit it off so I didn't want to intrude but I certainly agree with S. I do, however, have to say S, that you have nothing to envy F.

You are both incredibly fit, attractive women and you are an inspiration. I wish I had YOUR bodies, haha" Fortunately my joke worked and all 3 of us are laughing.

After about an hour of working out; OK fine, after an hour of talking and flirting we all decide to leave the gym. During that whole time we had come to find that S was a massage therapist.

F and I were very much into that and if it wasn't so damn late I would totally ask for a session right now. But why the hell would I not ask? Why not give it a shot?

S, I know its getting late but I would totally pay you overtime... My neck and back are killing me and I would love to get a massage. I'll make it worth your while and I'll pay for F to come too! Would you be available?

"I would love to do it guys but I can't do it at my place... Why don't we try the sauna and see if we can get at least a few minutes to help you both loosen up? You don't have to pay me anything, I'd love to help out"

We agree to meet at the sauna shortly. I notice I walk all by myself to the men's locker room while the 2 hottest women I've ever seen are chatting, smiling and flirting on their way to the locker room across the hall.

A million things go through my mind... This is some sort of joke right? Can this be actually happening to me right now? Pretty fucking cruel... I'm already pretty worked up, not to say horny, and now I need to try to hide my erection through the towel, since it's all i'm wearing.

As I'm about to walk to the sauna I hear female voices laughing. A massive urge of walking in takes over me and right when I'm about to go in I hear one of the male gym attendants walking towards me.

I pretend to have forgotten something and fake my way back towards the locker room but just as soon as he walks past me I walk into the Women's locker room, hoping he couldn't tell the difference and just hear a door opening and closing.

I'm now inside the women's locker room and see a few long benches, lockers at either side and at the end of the hall I see both of you kissing. Still fully clothed but kissing each other, and touching each other very sensually and softly but with just enough passion. The closer I walk, the harder my cock gets.

Now i'm about 5 yards away and i'm fully hard, the towel barely staying on me. I stand there... I observe... I admire... I desire... I lust. I sit on the edge of one of the benches, right in front of you two and proceed to witness the most sensual kissing I have ever witness or seen anywhere.

The sound of your tongues and lips caressing each other is without a doubt the most sensual and fucking delicious sound my ears have heard in a long time. It was as if I heard a sensual moan... I could touch myself just thinking about that sound alone.

S gently pushes F a couple of feet down the hall and sits her down. F is still almost the same height even sitting down but S clearly knows what she wants to do.

She sits F down, takes a step back and turn around; and in the slowest and sexiest of ways, without bending her knees she pulls down her super tight white shorts, revealing absolute nakedness.

Her hamstrings look magnificent... all that time in the gym surely pays off. I wanted to jump and lick her behind her legs, to squeeze her ass but I control myself. I'm gonna let F do that. Right when her shorts are down to her ankles,

I look over at F and this whole time she had been playing with her self. Her right hand was down her pants, her legs spread and her tongue out, licking her own huge, delicious lips.

Which where without a doubt the biggest, most perfect lips I could've imagined. The thought of just resting my cock on them... the thought of sucking her lips... the thought of cumming on those lips...

F takes her hands away from herself and grabs S' ass... She looks up at her, grabs it even harder and brings her closer. F, not so gently, spreads her open and lays her giant lips on her unbelievably wet pussy... just like that... from behind. No licking... just her lips on her lips.

She just rests there and S is the one that starts moving. Soft, sexy, circular motions... S takes her right hand, grabs F's head, looks back at her and continues to move. While she does that S looks at me and notice I'm starring, which makes her eyes roll back in pleasure...

I think to myself : "You absolutely LOVE getting watched, specially by me right now. What's hotter? F's lips on your pussy or me watching? Drooling over you... wishing I was in F's place?

F now sticks her tongue out and starts licking her pussy and her tight little asshole. I've never seen a pussy so wet in my life... the sounds of moisture are uncanny... even juicier and louder than when you girls were kissing.

F licks a couple of her fingers and while she eats her fabulous asshole she slides two fingers inside, making S moan and move her ass towards her face harder. S takes her top off and lets us see her perfect body in full.

Then turns around, grabs F's face and start kissing and licking her own juices off her face and tongue... its sensual but also very dirty...

As they kiss and lick, F's once again slides fingers inside S... The latter gets on her tip toes and proceeds to gently fuck her hand... she moves back and forth, enjoying every inch of her fingers. S now asks to put 3 fingers inside as she plays with her clit and stare down in her eyes.

The 3rd finger feel good but just isn't enough... She asks for a fourth one and the other obeys... 4 fingers inside and now F's perfect mouth now licks S' incredible tits... They are so big... I can see, even from where I am, the texture of her nipples and man does that get me horny... what I wouldn't give to feel every centimeter of those tits in my mouth... so perfect and inviting.

F is now fucking her hard with her fingers, also rubbing your clit faster and faster and faster... S has her hair all over her face... she can barely see... and maybe this is why she just lets go...

I can see her closing her eyes and just give in.... She starts shaking and shaking and moaning and screaming... She just came on F's hands while her tits were getting sucked. Yum.

F takes her fingers off and licks them one by fucking one. Staring at S, telling her how good she tastes. When she's about to lick the last one she gets up, walks towards me and puts it in my mouth... Holy fuck she DOES taste amazing... F looks at me, kisses me and walks back towards S.

I can't help myself and as my towel drops I walk quickly behind F, I wrap my hands around, grab her tits and pull her towards me. My intention wasn't other than to subdue her for a second... to let S have her way with her...

Without much resistance F lets me squeeze her gigantic tits while S pulls down her pants. I'm standing behind F, naked and fully erect and F is just there... at my disposal... already wet from all the action i'm sure... arms being held by me... lips being kissed by S... I simply cannot wait any longer and I touch her pussy and just as I expected it is absolutely soaking wet...

I keep caressing it, just rubbing my hand, with my middle finger slightly harder and more raised than the others... What has S been doing this whole time?? She has been kissing her ever so slowly... sucking on F's tongue...

My hand and fingers are completely wet from her juice... its incredible... I can't help myself and lick my fingers and I really cannot describe how good it tastes. All i can say is that it was just as delicious as how S tasted.

The most satisfying of tastes. The one thing i wanted to do since I saw her walking was lick her asshole and that is exactly what I proceed to do. I ask her to get on the bench, doggy style, sticking her ass out to me, facing S who is now feeding you her enormous breasts.

As I get ready to feast on you her I cannot help but admire the greatest body I have ever seen... So tight and toned. Her skin color makes it all look so incredibly hot.... I know I have the most magnificent of asses in front of me, the most delicious of pussies too but the way her back looks awakes something different in me...

I've never anything like this before... Her skin is so damn tight that it makes these tiny lines on her lower back... its the sexiest thing I've ever seen... I want to like that... So I do... making the softest of sounds... my tongue on your skin... almost like a clicking noise... delicious.

After doing this a few times I walk behind her and in one swift, wet motion start to lick her from her clit all the way up to her tailbone... I do this motion many, many, many, many times... fuck I could do this all day and night...with each passing of my tongue she gets more and more wet. She moans more and more.

Now, while i'm doing this I notice that S is no longer feeding F her breasts but she is now making F lick her in the same way I'm licking her... same speed... same rhythm... same wetness... although something tells me F's lips are better than mine...

My tongue is now fucking her pussy non stop while F makes S cum again... Shortly after it is F that cums from my tongue... specifically when I left it inside and let it wonder around...

I get up after what felt like hours of enjoying her ass and pussy... As I do, both of them come towards me... They love each other, they want each other but you also want a bit of me... just a little. And that's enough for me... i'll take a little.

They get on their knees and both start sucking my cock. It wasn't actually sucking... these gorgeous women were simply kissing and my hard dick just happened to be in the way. And what and amazing feeling that was...

I felt as if my cock was melting in their mouths... Sometimes I would pull out and let them kiss and just slide it back in... One of those times one of them puts my rock hard cock inside her mouth... Fuck those lips feel delicious F!! S jerking me off while your lips are around it....delish. Now its the other way around. S, is sucking on me so nice, staring at me with her gorgeous eyes... so hard not to cum.

I pull my cock out and have them follow me. I lay down on one of the benches, a low one, very close to the ground, perfect height for these ladies to straddle me. S sits down on my cock while F sits on my face.

The greatest moment of the night... They are facing each other... one getting fucked by my cock, the other one getting fucked by my tongue... I'm going to cum so hard.... the taste of her ass and pussy... the way S fucks me senseless and how damn tight her pussy is... and even though I can't see it, the image of them kissing and licking each other...

Fuck me, I can't take it anymore....

"I'm going to cum!!" I scream... and almost on command you both rally around my cock and proceed to jerk me off... exploding all over my abdomen and some falls on our faces while you kiss each other, my cock and yourselves again.

Best gym ever.