Unexpected Workout

My wife Kay and I had worked late again, and by the time we got to the gym, we only had 20 minutes until closing.

Lynne, the night manager was used to this and while everyone else was chased out at closing she let us continue our workout.

We had been members for over 5 years and always re-registered with her.

Lynne was 26 and just recently graduated from college majoring in sports sciences. She was a soccer player and had great legs that seemed to go on forever.

She was about 5'8", taller than Kay and I. Her black hair was usually pulled up in a bun but I had seen it down and it hung below her shoulders. Her dark eyes are like a thunderstorm rolling in across the sky.

The features of her face pulled you in and you would catch yourself staring at her Italian aquiline features that were very predominant. I'm always sucked in by her beautiful lips.

Plastic surgeons can get rich giving less fortunate women the same look. Her lips are so puffy that you know you couldn't stop kissing them once you started.

Lynne moved with the confidence of an athlete on long strong legs that ended at a beautiful compact, heart-shaped ass and sported a nice pair of perky C cup boobs.

She had kept after us and made sure we stuck to our "fitness" plan, never calling it a diet. We were in pretty good shape and both looked younger than our actual age. Kay being 41 and Me, having just turned 45.

We were both 5'6" and while Kay was slender with C cup breasts, gentle flaring hips, and a beautiful heart-shaped ass. I was more like a tree. Years of free weight lifting had given me legs that looked like a tree trunk with arms and shoulders like thick branches.

We were both happy in our careers & our lives. We still had a pretty good sex life considering we'd been together for over 20 years. We still tried for sex at least three times a week, sometimes more, sometimes less. Kay has beautiful shoulder length red hair, deep green eyes and a fair complexion and rarely wears makeup.

Kay (and all of my exes for that matter) had always been happy with my 6" cock.

While it isn't overly long, It was so thick that it took Kay a few minutes to get used to it. Both when she was trying to give me head and most especially when we fucked. Getting her to stretch out could be a painful experience. Regardless on the length of time invested in arousal she always needed plenty of lube and the occasional toy until things got loosened up.

We were 30 minutes into our workout and Kay was spotting me as I worked through a light bench press workout. Resting for the next set, she was standing directly over my face and I was gazing directly up into her thong underwear and I couldn't help but blow cool air up her shorts. I saw goose bumps rise around her panties, she shrieked and then smacked me playfully.

Laughing, I grabbed her ass and pulled her off balance in a way which she couldn't escape and pulled her down on my face, She was squealing and laughing while trying to escape.

At that moment Lynne was approaching and laughing at us,

"Alright, you two save it for the locker room" we all laughed.

"riiiight, like I would fool around in these locker rooms, you never know who could walk in"

"Nope, you never know"

she said smiling wickedly as she walked off.

"I'm going into the women's sauna for a bit," she said over her shoulder.

"We'll be right in" I added. As soon as I said that, Lynne paused, turned and smiled.

Kay smacked me again.

"Hey, watch it, mister"

when I looked up, Kay was smiling and I could see a deep smoldering in her eyes that I see when we're deeply involved in sex.

As I said, while we try to have sex several times a week it can be pretty predictable.

There's only so much you can do together after 20 years without going too far off the edge. I stared at her and raised my eyebrows.

A look she knew well, a silent communication that we've developed over the years. One of questioning, that she shrugged back that meant "maybe".

My night had just taken a very interesting turn. After Lynne went into the women's locker room, I stood and took Kay in my arms and kissed her deeply. She sucked my tongue into her mouth.

She suddenly seemed just as turned on as I was. I grabbed that beautiful ass in both hands and squeezed tightly, releasing only to let my hands slide down beneath her shorts, gripping her muscular ass.

She moaned into my mouth,

"let's go into the men's sauna"

I stepped back a bit, stunned & smiling

"are you sure"?

She reached down and squeezed my now hard cock as a way of saying yes.

"Let me go and tell Lynne"

she smiled wickedly. I wondered what that smile meant. My own depraved thoughts dancing through my mind.

Kay was gone longer than I expected. I wandered into the locker room and waited as

10 minutes passed. Kay strolled in, her clothes soaked and her cheeks flushed.

"What in the world took so long? why are your clothes all wet"? and what's with the shit eating grin?" I asked laughing.

She grabbed my hand.

"c'mon lover"

I followed eagerly like a child being led by his mother as we head towards the sauna.

"What's going on?"

"Lynne said the front door is locked and she still wants to tan, so we've got at least half an hour"

"oh?" I said playing dumb

"for what?"

"You clown," she said, we both laughed.

"This way", I said pointing to the left,

I grabbed several towels off of the rack heading straight into the sauna and held the door open for her. We scrambled in quickly so there was minimum heat loss. I threw the towels on the bench standing behind her.

I grabbed her from behind holding her tight, kissing her neck and letting my hands run over her breasts.

I reached down and slowly pulled her T-shirt up. As her arms went up, my hands slid along her rib cage. Planting soft butterfly kisses on her shoulders, tasting the remnants of her lingering perfume mixed with the saltiness of her sweat.

My hands roamed over her stomach and tits, then the sports bra went. My fingers travel along the band of the jogging shorts as I pull the drawstring loose.

I slowly drag my nails up her stomach to her nipples that are like rocks now, the sweat has beaded there and is dripping like teardrops. Moving around to face her our lips meet again.

My hands grab a hold of her long red hair, pulling her head back, I bite her neck. She shivers beneath me. We've both enjoyed the light sting of pain and some playful bondage in the past.

Never having had children, her tits are still firm without sag.

I flick one of her nipples, then suck on it and my hand pinches and is rolling the other one. Her moans escape her lips as beads of sweat run down her neck in rivulets between her tits. I kiss her deeply and start dragging my tongue down her body, teasing her navel, planting kisses down to the top of her shorts.

On my knees, I pull her shorts down over her hips. Shuffling her feet, "baby please hurry", she said breathlessly. I buried my nose in her small patch of bush.

It's shaved but with a wide runway, while I like her lips shaved, a woman needs to have a little bush. I've always liked my women to shave but when I'm fucking or going down I don't want them to look like a prepubescent girl.

With her now naked, I lifted her up and place her on the upper bench Her entire body is now covered in a sheen of sweat.

"Get your clothes off baby"

I stripped my sweaty clothes off In record time and get on the bench in front of her and start kissing my way up her now spread legs, suddenly her hands grip my hair and she shoves my face into her already wet and spread lips. The sweat is mixing with her wetness as my tongue starts lapping at her clit lightly.

I start rubbing it with my thumb as I spread her open farther and start to slowly slide two fingers into her already wet pussy that is getting slicker. Her moans are getting louder and her breathing is faster as my fingers slide in faster. I'm loving her clit just the way she likes. Her hands tighten on my hair and she pulls me in tighter to her pussy as I suck it in between my lips, flicking it with my tongue.

Her thighs come together and I feel my fingers being crushed inside her as I'm rubbing her G-spot. She starts to climax as I can barely breathe with my face buried so tight into her.

Her head is thrown back with her legs shaking. She lets out a loud long moan that matches my attempt to breathe. I'm finally able to free myself as she winds down and her muscles relax. She smiles at me in total contentment.

Leaning into me and taking my face in her hands, she starts kissing my face that is soaked in spit, sweat, and her cum.

I reach for a towel to wipe my face but she starts running her tongue over my lips and nose cleaning my face like a cat. Kissing me deeply she gets to her feet on shaky legs smiling.

"Your turn love".

She steps down off the bench and takes my hand guiding me to switch places. She takes a second towel and folds it to kneel down.

I yell out as she shoves me back on to the hot cedar of the sauna.

Taking hold of my hard cock in one hand and cupping my balls in the other, she kisses the head and her tongue glides underneath from the base to the tip. Sucking on the head, her tongue finds and splits the opening and her hand tightly grabs the shaft. She starts sliding and rotating her hand, holding the shaft like she had grabbed the bottom of a baseball bat. She was moving it faster up and down from the base to the crown. Bobbing her head down on the first couple of inches, her hand moving faster.

I took hold the of her hair in my hand and as I looked up from her work I saw Lynne peering in at us through the window in the door.

Startled at first, I smiled at her. She was shocked at being caught just as she was licking her lips.

She stepped back, but I shook my head and silently waved her in.

She paused, uncertain of what to do, all the while never averting her gaze from me or Kay's naked ass and bobbing head. I waved her in again and nodded my head back, she took a tentative step forward and reached for the door.

She entered, wrapped in nothing but a towel that covered those beautiful breasts and ended just inches below that promised land that I now believed I would be entering soon.

I smiled as she opened it. Kay froze mid-stroke with my cock still stuffed in her mouth. I was almost afraid she was going to bite down. Instead, Lynne came forward and touched Kay on the shoulder gently

"I told you I might stop in"

Kay looked up

"I wasn't sure if you were serious "

"that kiss wasn't serious enough for you"? Lynne said,

"HELLO", suddenly startled,

"what did I miss when you went into the women's locker room"?

"Well, I went in to tell Lynne that we were going into the sauna and I walked in and she was naked".

"I guess I was staring a little bit too long"

Lynne chimed in "I asked if she liked what she saw since I was all sweaty".

"I was a little embarrassed, but admitted to her, and to myself that I did"

Lynne was staring at Kay and at my cock.

"When she said she did, I asked what she liked"

"I told her she was just lucky she was still young and her body was still so tight and nothing sagged, especially her beautiful tits".

"That's when I said her body was also in good shape as I had seen her in the locker room going into the shower, and that she had a man like you".

"I got up and helped take her t-shirt and sports bra off and then,...well"

"I'll show you".

She leaned into Kay and her tongue snaked out and flicked her already hard nipple.

She took it between her lips and sucked. She had placed one hand on her stomach and the other hand wrapped around to the opposite hip.

A moan slipped from Kay's lips, much as when I had licked her to her first orgasm.

Lynne's left hand slid down Kay's belly and her finger began slowly circling her clit.

I was still sitting on the upper bench with my lonely and ignored raging hard on that just a minute or two ago was on its way to ecstasy.

I couldn't take it anymore. Watching my wife getting the attention instead of me was more than I could handle. Seeing two women, especially your partner, enjoying and loving each other is many men's fantasy. This one included.

I stepped down and relieved Lynne of her towel. She glanced up at me and I knew that all of my lustful thoughts of what her body looked like were dead on.

I reached over and started feeling that great tight ass, I slid my fingers down until I reached her rosebud. Pressing gently and just slowly circling it. Sliding farther down reaching the entrance to a bare pussy.

Lynne had been rolling Kays nipples between the fingers of one hand as the other hand slid into her slit and was driving my wife to yet another orgasm.

Her moaning was becoming louder. Kay's thighs were tightening as they kissed deeply, I could see that their tongues were exploring each other's mouths.

I slid my fingers back and again pressed Lynne's back door just to gauge her response.

She started to press and wiggle her hips back at me. She eyed me up and I could see a twinkle but wanted to make sure that there was a verbal yes before I pressed on.

Instead, I let my hand slide farther back down to her pussy. Her thighs were slick, her juices had been running down her thighs mixing with her sweat.

I started pressing a finger and trying to go for her "hot button" but was having problems.

Lynne lifted a leg and put a foot on the bench giving me much better access. The girls had continued their mutual nipple and tongue attacks. When I started rubbing on Lynne's clit she began moaning loudly into Kay's mouth. She pushed back from her and tried catching her breath.

"let's move this party to the bench",

she said smiling.

"Kay my love, come lie down here for me" she spread a couple of towels out.

Holding Kay's hand as she lay on her back, she leaned in kissing her lips quickly kissing her way down her belly, down to her navel, after swirling her nipples a couple of times.

Grabbing a few more folded towels she placed them in between Kay's now bent legs. Smiling at me, she grabbed two more and handed them to me, "these are for your knees" she leaned in and kissed me while she slowly started to stroke my still hard cock.

She pulled back, still stroking and knelt down on one knee. Smiling up at me, she leaned in and wrapped her mouth around the tip of my cock and got it wet. It popped out of her mouth and she spits on it and kept stroking.

Turning on the bench and towing me behind with cock in hand. She knelt between Kay's legs with her ass up in the air. As Lynne leaned into Kay's pussy, I got behind her, grabbed my cock and rubbed the head up and down her slit. I rubbed the head directly on her clit coating my dick with her wetness.

Spitting in my hand I rub it into her pussy. Slowly I started pushing in. I moved slowly knowing that she might have problems taking it in.

She braced as I grabbed her hips and began pushing in slowly a little and then pulling back. I gave her a second and started to push forward again. I went a little farther and with more force.

I stopped again, giving her a second to adjust, pulled back and then suddenly pushed all the way in.

I could feel her adjusting and wiggling her ass around to get comfortable. She looked back and just gave me a Cheshire cat grin.

Lynne went back into Kay's pussy as I slowly started to slide in and out of what turned out to be a very tight pussy.

Kay's had a way of tightening up after a few days and always made sex great, but this was a new type of tightness.

"Lynne, when was the last time you were fucked?"

Pulling her face from Kay's pussy,

"With something this thick? Never! It's been several months since I've had sex with a guy and he wasn't nearly as thick as you are"

Her face again went to Kay's pussy as she was moaning louder. I gripped Lynne's hips tighter and started to pound her ass, shoving her face into Kay's pussy, making it hard for Lynne to continue but causing both to moan out loudly with pleasure.

"Lynne turn over," I said, as I pulled out with a loud plop. Lynne looked back almost upset at first. She rolled over on her back motioning Kay to turn over and kneel above her. The three of us were quite the sight in a train.

I was scooting up between Lynne's legs, her knees were up, ready for me to slide my glistening cock back into her very wet and open pussy.

Kay was on all fours, her elbows resting on a towel looking back, her pussy hovering over Lynne's face.

Sweat poured off of all 3 of us, our skin hot and red from the 120* heat. I lined myself up, grabbed her hips again and slid in. She sucked in her breath as I slid all the way in. She grabbed Kay's hips and pulled her down to her mouth attacking her clit. She slid two fingers into Kay's gaping wet pussy and kept flicking her tongue on her clit.

Kay's hips were shaking and shivering, I could tell that she was getting close to cumming again. I leaned forward deep inside Lynne and slid a wet finger slowly into Kay's tight ass.

Lynne's two fingers were deep in Kay, working her g-spot. I was sliding my finger slowly in and out of her ass and could feel her tightening down, gripping my finger tighter.

Her hips began to shake, she threw her head back as a moan began deep inside of her.

Both of our fingers were trapped inside of her, as Lynne kept a lip lock on her clit and continued the assault on her g-spot.

Kay continued to shake with cum streaming from her pussy as I finally pulled my finger from her ass.

At this point I was so fired up seeing my wife getting off by a woman's tongue I was going crazy.

Kay had all but collapsed in a heap laying with her head next to Lynne's.

I was sucking and gently biting her nipples my hips bumping hers again. Her eyes were clamped tight as she was sucking wind, I sat up letting my fingers scrape down her chest and rib cage, leaving trails cleared of sweat.

Kay had recovered a little by now and rolled into Lynne and started kissing her. A sight that I find so erotic. She went to her lips and then moved down her neck slowly planting kisses and dragging her tongue, nipping her with her teeth. She made her way to her nipples as I was getting into a hammering mode.

I pushed her thighs back to her tits. I was pounding into her now.

Lynne's breathing was hard and fast, moaning loudly. She was clamping down on my cock as I rubbed against her clit.

I pulled back and started short stroking and just rubbing against her lips with Kay's fingers on Lynne's clit. Kay's lips went back to her tits as I slammed into her again. Right then she exploded, moaning out in one long

"ffuuucckkk"

climaxing on my cock as I kept thrusting, trying to catch up to her. She was shaking as I kept pumping

" I'm close" I yelled out.

Kay moved down as I pulled my cock out, stroked twice and spurted all over Lynne's stomach shooting all the way up to her tits.

Kay pumped my shaft and sucked my head trying to get the last of my cum milked out.

Lynne was scooping up drops of my spunk and sucked her fingers clean. Kay started licking up the remaining sperm from Lynne's chest, kissing and swapping cum back and forth.

When they had finished, we all shared a kiss and sat back leaning against each other, arms entwined basking in the glow of our mutual satisfaction. After resting for several minutes. I suggested we all jump in the shower.

Lynne, Kay and I had just enjoyed our first hot and sweaty threesome in the gym's sauna. Sharing a kiss with my wife and then Lynne, I drew them both in tightly and we all shared another kiss.

Tongues dancing, licking lips with the lingering taste of sweat, and our combined lovemaking. Taking them both in hand I opened the sauna door heading towards the shower section. I leaned in to set the water temperature, and when I turned back the women were in a deep kiss, tightly embracing one another.