This is a true story that happened to me not that long ago, but first a little about me. I'm 23 years old and in a happy relationship with my girlfriend of three years. We do almost everything together and our sex life is amazing. However sometimes she doesn't quite satisfy my needs. Anyway back on track. I'm of average build and just over 6 foot tall with brown hair and brown eyes. My girlfriend has been on at me for ages and ages about getting into shape for our holidays and that's how this story came into play. She's been a member at a gym for about a year now and nagging me to join but I'm not that much if a gym buff. So I agreed that instead I’d go swimming whenever she was at the gym.

It was a Tuesday afternoon and the two of us had just getten out of bed after a lazy morning and fooling around. I was still quite wound up as she said that I'd have to wait to be finished off later as she was going to the gym. Reluctantly I agreed that I'd go for a swim while she worked up a sweat. An hour later I found myself in just my shorts doing laps at the local pool. Bored out of my skull and horny as hell! The clock ticked round and minutes seemed like hours, but thankfully a little company soon arrived. It was my girlfriend's best friend Kate. Now Kate and I have something of a history and always used to flirt with each other. Just seeing her walking across the side of the pool I could feel my cock beginning to stir.

She walked along the edge towards the deep end of the pool. She's not your typical girlie girl. Kate is very athletic, and her body really shows off that fact. Like me she is quite tall, probably just under 6 feet, with long brown hair that goes just below her shoulders. She is extremely pretty. Kate is quite a modest girl too, and because of that she wasn't sporting a bikini as most girls do. Yeah she had on her bikini top which perfectly showed of her 34C breasts, but her lower half was covered over by a pair a sports shorts. Although these still hugged her ass quite well showing it's almost perfect form, and those legs. Legs to die for!

Kate dove in and began doing laps too, obviously not seeing me as she hadn't yet came over and said hi. After 10 minutes or so I decided to make the first move. Swimming up to her I splashed her playfully with a smile on my face and the two of us chatted for a while just treading water. I think she got the impression quite quickly that I was horny as I flirted in the way we normally do and my eyes kept wandering to those big wet breasts. Inevitability the topic of my girlfriend came up and she asked where she was. I explained about her hitting the gym to get into shape and Kate laughed saying she should do the same. She went on to explain that’s why she was in the shorts rather than a bikini because she thought she had a fat ass! I quickly assured her it was not a fat ass and her figure was very desirable.

Talking about her body was now really starting to make my cock respond and it was pushing against the fabric of my shorts. I tried to slip my hand down the front of them discreetly and adjust myself without her noticing, but to no avail. Kate smiled at me blushing, “I’m guessing you like?” she asked. With that she just turned and swam away from me with a smirk on her face. I swam after her and together we did a few more laps before I said I’d have to get out as my girlfriend would be just about done in the gym and I’d arranged to meet her in the reception. Kate said she was getting out too. We both exited the pool and headed into the changing rooms, She went first and I followed watching that fine ass wiggle before me.

The changing rooms where kind of full so we wandered around for a second looking for two booths next to each other so that we could continue our conversation, but there didn’t seem to be any more than the odd ones dotted here and there. I suggested that she take the nearest one and I would just catch up with her later. She agreed and headed inside. The door closed and I turned and began to walk away when it clicked open again, and Kate called after me. I turned around and she waved me inside. My mind was running a million miles a minute telling me to walk away, but my cock was telling me to head inside.

So now there I was standing in the changing cubicle with Kate looking at me. My cock was hardening beneath the fabric of my shorts as she stood there looking at me. I wasn’t sure what was happening so thought I’d seek some clarification.

“Can I help?” I asked.

“Did you mean what you said?” She asked, and she probably guessed by the confused look on my face that I hadn’t a clue what she was talking about.

“About my ass?” She added. I simply smiled at her. My cock was almost solid now beneath my shorts and could feel it beginning to throb. I moved closer to her and gently placed my hands on either side of her shorts, and with that slowly began to pull them down to her ankles showing her bikini bottoms.

“Hmmm….now that’s what u need to wear when you go swimming next time,” I replied, and she simply smiled at me as she looked at the rather obvious bulge in my pants.

“We best get a move on else you’ll be late,” she said drawing her gaze away from my crotch and pulling a towel from her bag. “We can both just get changed in here can’t we? Just you face that way and I’ll face this way? Agreed?” she motioned pointing me in the direction of the opposite wall. Normally I would have objected to such a thing but considering she was standing there in very little clothing I couldn’t really see much point in objecting. Instead I nodded in agreement and turned my back on Kate and began to dry myself. My top half was dry so I slipped down my shorts letting my cock out into the air, and not two minutes after I’d done so suddenly a hand was wrapped around my 6 inch cock!

I turned my head to look round at Kate and saw her moving to push her naked body against mine with a smile on her face. She moved her hand slowly up and down the length of my shaft stroking my hard cock. I couldn’t quite believe what was going on. I’d dreamt about this so many times but never thought it would happen and never like this. ”Fuck me,” the whisper in my ear will be words that I remember for ever. I needed no more invitation than that, so I spun round. I grabbed Kate’s hips and turned her around too, bending her over the wooden bench.

With her hot ass sticking in the air I took my position behind her, slipped my cock in between her pussy lips and began pounding her as hard as I could. All sorts of thoughts ran through my head telling me to stop, but I couldn’t. As her juices were flowing from her pussy they lubed my cock making it easier to slide in and out of her. Her moaning filled the air and I was sure that soon someone would be banging on the door and asking us to leave. Reaching around her I held my hand over her mouth muffling the sounds as I increased my speed pounding that pussy harder and harder!

With every push I could feel myself getting closer and closer to blowing my load! I soon got to the stage where I knew one more and that would be it, my cum would be spilling into her. That’s not where I wanted my seed. Stopping myself I withdrew my shaft and motioned for her to turn round. She followed her silent order and sat on the bench in front of me. I took the opportunity and stood in front of her now with my own hand wrapped around my shaft starting to wank myself. Kate smiled back up at me following my lead she let her hand wander between her legs and began fingering herself. This was all it took to drive me over the edge as my cock exploded and streams of cum shot from the tip of my cock covering her tits with my hot sticky goodness. As the last drops landed on those breasts she leaned forward and took the length of my cock into her mouth sucking it clean. All I could do was stand there and watch.

Another several moments passed before she let my member slide from her lips and she simply said “Thanks” Then she began getting ready slipping on her bra straight over her cum stained tits!

“Your welcome,” I replied and with that we both started to dress ourselves. That was the only words that were spoken the whole time that we took to get dressed, and even on the walk to the reception area. As soon as we opened the door I seen my girlfriend opposite the hall and headed over with Kate only a couple of steps behind me. My girlfriend kissed me Hello and then stopped and began chatting with Kate. I swear as I looked at her I could see where my cum had caused her top to stick to her chest. But nothing was said, or nothing that I took much notice of until the following words came out of my girlfriend's mouth.

“He looks worn out, you’ll have to take him swimming more often.”

And ever since then me Kate and I have been going swimming, and helping one another keep fit every week…or sometimes even twice a week!