Kim and I have been dating for over a year. Both of us are very open and anxious to try new things. Even though we have only been together for little over a year there is an uncommon trust we share with each other, allowing us to openly explore our fantasies with each other. Until recently its been a long distance relationship with me living over nine hundred miles away. A couple months ago I was able to move in with her and things have been great.

Let me start by telling you about my girlfriend. She is intelligent and very attractive.

In my opinion has a perfect womans body with full breast and a great bubble butt! Her best attribute however is her willingness to please the person she cares forin the case ME! We both enjoy working out and are members of a small privately owned gym.

I would estimate that there are only one hundred people that belong to the gym. We tend to enjoy working out at night and this particular gym provides its members swipe cards so we have access 24hrs a day. I workout in the basement of the gym where the free weights are, while Kim goes upstairs to the cardio equipment. More often than not we are alone when we workout. This was until last month. A new guy joined who also lifts weights later in the evening. It wasnt long before I introduced myself. His name was Ben. A job transfer landed him in our small town. He worked for the local newspaper and although Im not sure exactly what he did there it must have required a lot of his time. He always came to the gym dress in business attire and would change into his workout cloths prior to lifting. Ben appeared to be in his early 30s. He was about 62, with light brown hair, and was in great shape.

Our bodies were very similar which provided us the opportunity to lift weights together. After a couple weeks we became good friends. I found out that his girlfriend left him prior to his job transfer and that he was having trouble meeting someone new.

One evening he asked if I knew of anyone that I could set him up with. I told him that I was fairly new to the area and that I didnt know many people but that I would ask my girlfriend if she knew of anyone. She didnt have many friends that would be much of match for Ben so the next night I delivered the bad news. He understood but seemed really bothered by it. After a few sets on the bench press I noticed he was being unusually quite.

I asked him if something was wrong. He said no, not really. Im just really horny. We both laughed out loud.

I had to sympathize with the guy. There arent a lot of options around here.

Thats when Kim entered the weight room. She usually doesnt come downstairs, as I typically finish before she does.

Bens eyes immediately went toward her. He then turned to me.

Thats when I realized. They have never met! Ben comes later than I do and we meet downstairs. He leaves as soon as we are finished..

they have never met in person. I didnt say anything at first as Kim just waved toward us and moved toward the thigh machine. Ben immediately says WOW, shes hot. I agreed with him and took my seat on the bench.

As I begin to push up the bar I noticed Ben was practically breaking his neck trying to get a better look at her. I just finished my set when Bens starring finally catches Kims attention and she looks our way.

Ben smiles at her, she smiles back.

I can tell she thinks hes cute.

Kim then gets on the thigh machine. This piece of equipment works the inner thigh.

You sit on it just like a chair and it provides resistance against your knees. You then open and close your legs thus working out the inner thigh. Ben said that he was going to sit out the next set and that I should go ahead.

I laid down on the bench and began to press.

I noticed Ben was now looking the opposite direction of Kim. Then I realizedTHE MIRRORS.

He was staring into the mirror directly behind me watching Kim open and close her legs. Before I was even finished with my set he said I have to meet her.

I racked the weights and sat up.

Okay I said, I think I can arrange that. Thats when I noticed a bulge in his shorts.

Smiling, I walked over to Kim. I told her that Ben was very impressed with her and that he wanted to meet her. She blushed and said really? I told her that he hasnt been with a woman in a long time and was hurtin so to speak. She grinned and asked do you want me to help him? I simply nodded and took her by the hand. As we approached Ben I noticed he was desperately trying to hide is erection.

Ben this is Kim, my girlfriend I said. He instantly turned red and began to apologize. I laughed and said it was okay and that I was flattered. I then told him that I thought she could help him with his issue. He said what issue? Kim then reached down and grabbed his erection through his shorts and said this issue. Thats all it took. Ben immediately reached out for Kims great tits. He began fondling them like a school boy with a new toy. I then pulled Kims sport bra up over her head.

Ben began sucking on her now swollen nibbles. Kim looked over at me and said go lock the door. I headed to the main floor and manually locked the door. This disables the use of swipe cards. I turned and hurried back downstairs.

I entered the weight room just in time to see Kim drop to her knees. She then pulled down Bens shorts springing his length free.

It was pretty good size and I could tell by the look on her face that she was pleased. She toyed her lips then engulfed his thingy.

The room was filled with the sounds of slurping, toying and sucking.

Bens legs began to wobble as Kim was giving him a great playjob. It didnt take long before he began to moan. Kim pulled his thingy out of her mouth and began to quickly stroke it. Ben wasnt lying when he said he was horny, as cum shot from his length about six feet across the floor.

Kim gave him that devilish smile from her knees, to which he said THANK YOU. While all this was going on I was slowly stoking my own thingy and it was now at fully attention. Kim was just about to stand up when I walked over and stuck it to her face.

Just like a good girl she didnt miss a beat, taking my length deep into her mouth. This lasted just a few minutes when she could tell I was about to blow.

Kim stood up and said no way, youre going to play me. I then pulled her shorts and panties off and began running my finger between her lips.

She was soaking wet. I laid her back on the Bench press bench, pushing her legs apart and pulling her to the end so that her soft place almost hung off.

I began to toy her personal place which caused her to moan and push towards my face. I took my length in hand and lined it up slowly forcing it into her. We played for a few minutes when I noticed Ben standing beside us.

He was hard again and masturbating watching us play. I laughed and asked Kim Can Ben have some more? Kim smiled and said sure, why not.

I then pulled out and stepped aside motioning for Ben to get himself some. He quickly got between her legs. Her softness was plenty warmed up by this time and he was able to enter her with ease.

Ben started with long soft strokes but quickly they changed to forceful thrusts.

I sat on the bench above Kims head while Ben continued to play her. She told Ben to stop for a second. Kim then turned over so that she was lying on the bench face down looking right at my length. Her soft place was perfectly positioned off the bench so Ben could continue playing her from behind. She took my length into her mouth.

Ben couldnt take much of that hot round soft place in his face. He began playing like a man out of control. Kim was unable to give me head while being hammered like this so I stood up and move to the side of the bench. I could tell Ben was hitting that spot because Kim began to bite her lower lip. A sure sign of good things to CUM. A couple more deep thrust and she exploded. Moments later Ben shot his second load of the night into her. My thingy was aching by this time so took matters into my own hand. I walked toward the end of the bench.

Ben pulled out and stepped back. I then sank my length into her now very juicy softness. Just like Ben, I played her like a mad man for about 20 seconds before I filled her full of my cum. We all took a minute to catch our breath while Ben continued to tell us how much he needed that and how grateful he was. I told him that we didnt mind helping him in this time of need!