I was living in a resort community in San Bernardino, California.  I has been there for seven months before I learned that there was an on site gym.    At the time I had just gotten promoted and things were still rather stressful.  I had heard that working out was a great way to relieve stress, so I decided to give it a try.  I was 6'1 and only weighed 170 at the time and I had always wanted to bulk up anyway. 

I started going to the gym Tuesday and Thursday evenings after work.  I always went evenings because it was usually empty at night.  I had found great pleasure in working out and that it did indeed help with the stress factor.  After both feeling and seeing the results of my efforts I decided to go one more day out of the week.   By this time I had already put on 20 pounds of lean muscle and was looking rather chiseled if I do say so myself.   

I spent Sunday afternoon relaxing and when night fell I started to get into my work out attire.  I grabbed my towel and my water bottle and made my way to the gym.  As I neared the door I noticed light underneath it.  I sighed, thinking that it might be one of the guys that I worked out with once.  He was a nice guy, but an absolute chatterbox and I was not in the mood for it.  I sighed and reached for the doorknob.   As I pushed the door open I was surprised to see that it was not him.    There was a totally gorgeous redhead working on the stair climber.   There was sweat on her forehead so it was clear that she had been there a while.   I introduced myself and she greeted me with a warm smile and cheery hello.  I took my usual position on the weight bench to do some reps. We began to chitchat a bit.   No grand conversation.  Just things you would ask someone to end the silence.  

As I laid there lifting the bar up and down in repetition I couldn't help, but look back.    The position of the bench allowed me to look back behind me fairly easily.   I noticed immediately that she was wearing.white  biker shorts and I could see it hugging the crevices of her mound.  After seeing that I became very quiet, but it wasn't noticeable because she left soon afterwards. 

We ran into each other regularly on Sunday.  I had always been a flirt, so sometimes when we would talk I would make a sexual reference.  Testing just what she would allow.  We joked often about sex and she would tell me about her experiences with her boyfriend.  One Sunday I entered the room just as I had done dozens of times and found her there working out as usual.  I went straight to the bench and began lifting.  I looked back and noticed that she was staring at me as we chatted.  I didn't think anything of it.  I looked back again and she saw that she was sliding her hand up and down her thigh as she did her exercise.   My concentration returned to my lifting and just as I had finished the set and put the bar down I noticed she was standing behind me.  She told me I had a nice chest and that she had been trying to get her boyfriend to work out.  As I watched her talking I noticed that she wasn't looking at my face.  I could see that her eyes were focused toward my waist.  
I looked down and noticed that I was somewhat bulging.  I thought to myself, "Is she staring at my crotch?"  I looked back again and notices that she had moved closer and her legs were spread out more that what would be usual.   I took a chance, assuming that she had noticed my slight erection, and apologized.  She said that it was all right and that I would just have to make it up to her.  I laughed and she smiled.  I told her I would…thinking she was just joking with me.  So I asked her how I could do that.  What happened next both took me by surprise and excited me.

The uprights of the bench where forward just enough so that my neck and head where behind it.  She stepped closer and was straddling my face.  I could see that there was a small wet spot and that her shorts had sunk a tad between the lips of her crotch.   She said in a low seductive tone, "this will do for starters.  Then she let her legs relax and her mound came to rest on my face. She trembled and exhaled deeply as she settled down on my mouth.  Instinct took me over and I began to pinch her warm sex with my mouth.  I felt her rubbing my chest as she slowly started to move her hips back and forth.  The feeling of it sliding over my lips, chin, and nose made my bulge swell even more until it was perfectly clear that I was enjoying it.  She continued to grind her most intimate over my face for the next five minutes. Gripping the uprights tightly the whole time.  I found myself gripping her hips and pulling her down hard onto my face as she kept her rhythm.  My cock was throbbing fiercely against my thin shorts.  As she looked down and took notice she wasted no time in leaning over, pulled up one of the legs of my shorts and freed my rock hard manhood.   She opened her mouth wide and slowly lowered her lips over the head without making contact.  I could feel the warm air of the inside of her mouth surrounding me.   The anticipation was driving me wild.  Finally she wrapped her lips around it and drove them all the way down my shaft until her lips hit the base.  I was surprise that she was able to take all of me down her throat on the first pass.  It feel amazing and I wanted badly to feel her sex bare against my face.  I tried to push her off and so that I could have her take off her shorts, but she would not budge.  She didn't seem to mind it the way it was.  She bobbed on my cock hard and fast.   She was moaning loudly and I did as well.  My moans created such a vibration against her mound that she began to buck harder at my face.  Sensing her increase in passion drove me to reach up and slip my fingers under the waist of her shorts.  I had to have her drenching wet pleasure against me bare. So I strongly pulled down her shorts and let them slide down her legs.  She kicked them off when they reached her ankles.  She released my cock from her mouth moaning and screaming as my tongue quickly found her clit as I trust it up inside her.  Her entire body trembled dramatically as I probed her womb.  After the initial shock she dropped her head and took my hardness down her throat once more.  My hands were full of her nice ass and she was holding on tightly to my thighs.  I reached up and slid my hand up under her shirt and began to caress her breast.  At first contact with her erect nipple she erupted with an intense orgasm.  Her engorged pussy soaked my face and flooded my mouth as I felt her wetness trickle down the back of my throat.  My heart was racing, my cock was throbbing so hard in her mouth, and my lips quivered against her mound as she came.  Emotion took over and I began to push my face up into her.  My lips slammed into hers as I drove my tongue in and out of her.  She lost all control and began moaning, "Oh god…I love the way you are making it up to me".  I knew at that point that she didn't want the tongue fuck that she was getting to end.   We had been at this for almost twenty minutes.  I knew that the longer it went on the greater our chances of getting caught.  I started to let my teeth graze her flesh and that sent her over the edge.  She began to hump at my face violently and suck me down her throat harder.  I then felt her teeth graze my shaft and that sent me over the edge.  She sensed my pleasure and pushed her lips so far down my shaft that I felt my head hit the back of her throat.  That was the breaking point for us both.  She tucked her hands under my ass and I gripped hers as we pulled at each other for dear life as we simultaneously had an immense orgasm. What seemed liked five minutes of intense convulsions came to a closing as we eased into a slow oral caressing of one another's most
intimate.  She stood up and then sat beside me on the bench as she slide her shorts back on.  We kissed passionately and then smiled at one another over what we had experienced.  She said that she had better get home before her boyfriend started to miss her.  I told her goodnight and she said the same.  I sat there taking a moment to gather myself as she walked out of the room.  She stopped at the door way, looked back over her shoulder and said…."Mmmmmmmmm.  I can't wait to see how you make it up to me next time."  Then she proceeded to leave and I just watched smiling as the door slowly closed behind her.  Shortly after that I got up myself.  As I walked out the door I looked back at the bench.  Shaking my head side to side I said, "Wooooooo" and then turned out the light on a night I will never forget.