A Wor Out to Remember

My friend and I joined a fitness club to start working out. One night when we were eating at a local restaurant we decided to go work out. His girlfriend Kelly was with him and wanted to go to. Kelly was tall for a girl, she was 5'10, 120 pounds, brown hair, brown eyes, 32B breast and tightest butt ever. I've always fantasized about Kelly, their was just something about her. When she would bend over I would peek down her shirt and when she would wear short skirts and sit down.

I would try to bend down with out her knowing and look up it. After eating we went to the fitness club and changed into to our gym clothes. Since it was late at night no one was in there. While working out I got the best views of Kelly and wanted her so bad. I started running on the treadmill for about fifteen minutes and noticed Jeff and Kelly were gone.

Immediately I walked into the restroom/changing room and heard somebody in one of the changing rooms making a lot of noise. I knew we were the only people there so it had to be them. They heard me open door and got really quite. I pretended to walk back out and shut it but stayed in the changing room area. I sneaked around the corner and peaked and saw Kelly laying naked on a bench with Jeff between her legs fucking her. I instantly got hard and kept on watching them. Kelly then got up and got in the doggie style position facing the door I was looking through. I knew she might could see me, but I still kept on watching.

After a few minutes of watching them Kelly looked right at me and made eye contact. I tried to hide behind the door, but peaked back around and she was starring right at me and smiled. They finally finished and Jeff started to put back on his clothes and I knew I would have to sneak back out fast. I walked out the door quickly and got back on the treadmill.

While I was walking on the treadmill Jeff walked over to me and had this smile on his face.

I stopped the treadmill and Jeff reached up and patted me on my back and said "Your turn buddy."

My heart started racing, I couldn't believe what he just said and.

He then told me that Kelly said "She saw me watching them and wanted two cocks."

I was still in shock and started walking towards the changing room.

Jeff yelled out to me "Take as long as you want."

I walked in the changing room and went to back room where I saw Kelly sitting there on the bench naked.

When she saw me she smiled and said "Get over here and fuck me."

I walked towards her smiling looking at her perfect body. She told me take off all my clothes and when I pulled my boxers off she saw my cock for the first time.

The first thing she said was "Wow, you have Jeff beat by a couple of inches or more."

I walked on over to her with my cock hanging freely and she immediately reached out and grabbed it. Kelly started stroking my cock giving me a hand job, but then started to suck it. She could suck cock so good. I reached down and held her head so I could fuck her mouth. She was able to fit it all in her mouth. Before I started cumming

I asked "Do you want my cum in your mouth."

She nodded yes and I cummed all in her mouth and made sure she swallowed it.

After the blow job she laid back on the bench and said "Put your big cock in my tight pussy."

I told her I didn't have any condom's and she told me Jeff used all of his.

I asked her "Will this be a problem."

She said "I'm on birth control so its okay."

Soon as I heard that I slammed my cock into her. She took a deep breath of air and I couldn't believe how tight she was after being fucked earlier. I thrusted in and out of her pussy. She began to cum and her pussy was squeezing my cock so hard it didn't want to let go. I then started to cum to. She laid back and let me cum all inside her. After I finished and pulled out of her. She got up and got on all four's on the bench so I could fuck her doggie style. She didn't know I was going to fuck her in her ass though. I positioned the head of my cock at her pussy entrance, but then moved it to her asshole.

She looked back at me and said "What are you doing."

I said "I'm going to fuck you in your virgin ass."

Without her objecting I stuck my cock in and left it there.

She said "It hurts so bad, Jeff help me."

Jeff came into the changing room and reached around her mouth and covered it.

He said "What Kelly", but I insured him there wasn't a problem.

Jeff walked out laughing and I began thrusting in out of Kelly's tight ass.

I said "Don't scream it will be over soon."

When I got ready to cum I pulled out of her ass really fast and shoved my cock into her pussy. She jumped and I cummed all in her pussy.

Afterwards she sat there on the bench with tears in her eyes and said "How could you fuck in my ass when I didn't want you to."

I told her "She knows she liked it and if she tells Jeff, I'll just tell him she let me cum inside her pussy.

She sat there on the bench naked with cum leaking from her pussy. I got dressed and walked out of the room soon Kelly came out and walked over to Jeff and gave him a kiss.

She told him "Thank you for letting me have two cocks in one night."

We left the fitness club and told each other "Good bye."

Every now and then Kelly and I still fuck, but not at the fitness club. Jeff lets her come to my house.