I sat and watched the girls practice out on the gymnastics floor while I was waiting for my girlfriend Erika. I enjoyed seeing how the girls, clad only in their form-fitting leotards, moved and contorted their athletic bodies. I was discretely watching two slim girls, Jill and Hannah, that were stretching out near me at the edge of the floor while they talked. Jill was a good friend of Erika's and was sitting on the floor facing toward me while Hannah was standing and facing away from me. Jill was holding her legs together so my focus was mostly on Hannah's shapely backside. Soon, however, Jill spread her legs wide and I redirected my gaze to her crotch as it came into view. It was now possible for me to make out the gentle peach-shaped folds of her labia as her pussy pushed out against the fabric of her leotard. I felt a stir in my virgin groin. My focus shifted back to Hannah's ass as she bent over to place her palms on the floor in front of her. The fabric of her leotard stretched tightly over her rear allowing me to just make out the lines of the low-cut bikini panties she was wearing underneath. According to Erika, most gymnasts wore thongs, but it seemed that Hannah was the exception. I like thongs, but spotting the unexpected outline of Hannah's bikini panties turned me on as well. In the confines of my pants my penis began to grow erect. I tried to adjust myself by shifting my position and using my hand to reposition my confined shaft.
"Hey, I'm pretty much done," Erika said as she came up. She glanced at Hannah's rear and my hand in my crotch and smiled. "You seem to be enjoying the practice." She slid onto the bench next to me and pressed her body into my side. Her feminine scent filled my head and the warm feeling of her breasts pushing softly into my side left me speechless. Erika kissed me on the cheek and whispered in my ear, "You clearly need a bit of loft time."
The loft is where the girls make out with their boyfriends. It is a small secluded room above the gym. Erika and I had made out there in the past. I nodded to her and followed as she got up and headed toward the stairs that led up to the loft. Erika is short, slim, and strong like most gymnasts at the collage level. We had started going out after meeting on a ski trip where we had, despite remaining virgins, enjoyed each others bodies all weekend. We have been going steady since then and I suspected that neither of us were planning to remain a virgin for too much longer.
Erika bounded up the stairs ahead of me letting me watch her from behind. I liked the way her leotard hugged her body. Erika had, as far as I could see, no visible panty lines; I guessed that she was wearing a thong. I followed her into the loft and locked the door. The loft was small and cozy with beanbags around its parameter and a small table at the center. The wall to the right of the door was open from about waist height and overlooked the gymnastics floor. The din of the girls practicing below could be heard through the opening. As I watched, Erika slid her leotard down to her waist and started wagging her small breasts back and forth.
"You like looking at the girls on the team, do you like watching my titties?" she said teasingly as she came up and kissed me lightly on the lips. I reached for her chest but she smiled and shook her head, stepped back, and covered both breasts with the palms of her hands. "No, no, let me see some skin first."
I slowly stripped in front of her. Erika watched as my slim body came into view. One of her hands uncovered a breast and absently slid down her body to her crotch. She rubbed the fabric of her leotard. Erika liked me nude. I slid down my briefs, kicked them aside and stood naked in front of her. My penis was fully erect and pointed slightly up toward Erika's face. She stepped forward and reached out toward my cock with her hand.
I swung my pelvis away from her hand. "Hey, I'm not that easy," I said laughing.
"I'll get you," she said grinning as I swung my erect penis around to keep it out of her grasp. I enjoyed the way her breasts bounced and jiggled as she moved. As she became more determined, I had to kneel down to avoid her grasp. I hugged her waist.
"Let's get this leotard off you," I said as I looked up into her eyes. She put her hands on her hips and nodded. I gazed up a moment longer, enjoying the underside view of her breasts, then moved my focus to her hips. Erika knew I liked undressing her and that I really liked seeing her in just panties. She didn't understand this, as I told you she liked me nude as soon as possible, but my she enjoyed my excitement. I slowly slid her leotard down, gently caressing her hips and thighs, until the garment puddled around her ankles. She was wearing a cotton thong. I leaned my head into the crotch of her thong while my hands slid up to touch her rear.
"After two hours of gymnastics practice, I'll bet that thong smells totally gross," She said. I breathed in and her feminine sent filled my head. Gross was not the word I would use to describe her scent, I loved the way Erika smelled and especially how her sex smelled. "You are such a sicko smelling my sweaty panties," she teased as I began to rub my nose and face around her crotch, "but that feels pretty nice."
I smiled and backed my face away from her crotch. I used one hand to rub the front of her panties. With my fingers I traced the covered folds of her labia and then began to slowly rub the softness of her groin. I watched the cotton of her thong grow dark with moisture as she became more and more aroused. My penis was painfully erect but it would have to wait for relief.
I slid the thong off her hips and down into the puddle of clothing at her ankles. I gazed at her pussy. It was surrounded by curly black hair. I ran my fingers through her soft pubic hair and breathed in her damp and pronounced scent. The need in my groin increased. I guided her over to the table at the center of the loft. I had her sit on the edge of the table so that she could spread her legs. I leaned my face into her crotch and licked from the bottom of her labia to the top of her public hair. Erika gasped loudly as my tongue moved. I smiled to myself, rubbing her panties had clearly excited her more than I thought, it would not take long for her to orgasm.
"Yes, lick my pussy," she said softly, "that feels wonderful." I leaned in and licked energetically. At first the focus of my licking was on her labia and with pushing my tongue as deep inside her as I could. As her breathing deepened I focused more and more on her clitoris. As her back began to arch and she was pushing her mound into my face I simply licked the underside of her clitoris right above her opening. She gasped as she reached orgasm. She sat up and used her hands to push my face into her crotch. I kept still as she enjoyed the pleasure of her orgasm, my penis throbbing with its need for relief.
She stood and pulled me up to kiss her. We kissed passionately for a few moments with my penis blindly probing at her stomach.
"Oh," she exclaimed looking down, "it's warm."
I leaned into her and rubbed my erect penis against her firm muscular stomach. It felt wonderful.
"It feels like a hot poker," she laughed, playfully moving against me, "we had better cool it off." I knew from my previous experiences making out with Erika that now I would get my release.
"Yes, I want to make love to you," I said seriously. "However, I don't think I'll last too long at this point," I admitted gazing into her eyes.
"That's okay, lover, we'll just go again," she said softly as she slid back up on the edge of the table and spread her legs. I moved in and placed the head of my penis right up against her entrance. We both watched as I slid my shaft inside her till our pelvises met and we were virgins no longer.
The sensation was wet, tight, and pure pleasure. It was a miracle that I didn't orgasm right then. I held my penis deep inside her and gazed into her eyes. Time seemed to stop as we gazed at each other and enjoyed the new feelings coursing through our bodies.
"Fuck me, make me feel like a women," Erika whispered. With one hand she rubbed my chest and abdomen as I started to move. I thrusted slowly and gently at first, but soon, instinctually, my speed and force increased. The sound of our groins slapping together became audible. Erika's eyes closed and her mouth gaped opened slightly but my focus was on her body. I gazed at her black pubic hair where I could see my wet shaft impaling her. I gazed at her belly button and abdomen. I gazed up to her breasts, bouncing with each thrust, and their erect nipples.
I groaned loudly and thrust my cock into her as hard as I could. My whole body convulsed in orgasm. My penis tried to expel every drop of cum I had inside me. I could feel the liquid pulse up and out of my shaft again and again. Each pulse was painful in its volume. Through my penis I felt for the first time that fluid churning fluid feeling that is unique to ejaculating inside a vagina. The sole focus of my body was to keep my abdomen pushed as hard up against her groin as possible so that my penis ejaculated deep inside her womb. It ached, it pulsed, it was painful, it was wonderful.
Spent, I slid out my penis and pulled her up off the table to kiss me. As we kissed the din of the practice taking place below reached our ears. Erika's team had been replaced by another team of girls.
"That was awesome," Erika said with a smile, "I want to do it again. I want to feel you cum inside me again. Wow!"
We both looked down at my spent penis. I sighed. "It might take a bit of rest for me to do a repeat performance."
"Don't worry," she said mischievously, "I know just what to do." She grabbed my shirt off the floor and slid it over my arms and head. Kissing me she crouched low and led me over to look down onto the gymnastics floor. With my shirt on nobody below could tell I was naked below the waist and Erika kept her head below the height where the wall ended. She knelt and turned my groin toward her.
"Let's play a game," she whispered, "You are going to tell me about which girls below turn you on and why. If I think you are telling the truth I'll make it worth your while." She quickly licked the tip of my penis. "But, if I think you are blowing smoke up my butt, I'll pinch yours."
"Okay," I said looking out at the girls on the gymnastics floor, "but none of them are as pretty or sexy as -- Ouch!" Erika pinched me painfully.
"I don't buy that," she whispered, "you were studying Hannah's ass like it was a Picasso."
"I wasn't studying her -- Ouch!" I got pinched again.
"I liked her ass," I admitted to avoid another pinch. I felt my reward as Erika took my soft penis into her mouth. I could get to like this game, I thought. "Yes, Hannah has a tight ass and as a bonus I could make out the lines of her panties. You know how much I like to see a girl in panties." Erika started rubbing my balls with a hand. Enjoying her attentions, I looked out over the gymnastics floor, and spotted a girl working on a floor exercise.
"There is a girl on the floor with a pretty face working on a floor exercise." Erika's mouth stopped and she moved her hand to pinch my butt again. "Wait, yes, yes, It's her breasts that caught my attention." I had avoided a pinch but Erika remained still.
"She has big breasts and they are bouncing very enticingly as she moves around the floor. Her leotard is bright green and clearly low-cut to show off her breasts." Watching the big-breasted gymnast I felt my penis begin to stiffen again in Erika's mouth. Erika massaged my balls and let my penis grow erect in her mouth.
When I was fully erect she let my penis slide out of her mouth. She gave my cock a few tugs with her hand to make sure it was hard and then turned around. Keeping her head below the wall she lifted her ass up toward my groin.
"Take me from behind, and keep talking," she whispered. I moved up, held both sides of her hips with my hands, and slid my penis deep into her pussy. It felt wonderful. I began thrusting steadily and my gazed was fixated on her ass as my shaft slid in and out of her pussy. I could hear Erika's soft breathing and the wet noise my penis made as it moved in and out of her made my groin being to warm toward orgasm again.
"Are you watching that girl's breasts bounce as you fuck me?" Erika whispered.
"No, I was watching us. But I can watch her if you want me to."
"Yes, I want you to watch her body while you cum inside me."
I kept thrusting, but looked out again for the big-breasted gymnast in the low-cut green leotard. I couldn't locate her. Leaning out I noticed that she was with a group of girls almost directly below the loft.
"She has stopped her workout and is standing almost below the loft," I told Erika quietly. My thrusts intensifying as I neared orgasm for a second time. Looking at the big-breasted gymnast in the group below I found that, from above, I could look down her leotard to see her ample cleavage. She was also excited from her workout and her erect nipples were visibly pushing out against her leotard.
"Can you still see her tits?" Erika asked over the soft wet slapping sounds caused by my thrusting cock.
"Yes, I can see down the front of her leotard and her nipples are poking...Oh"
My legs almost folded underneath me as I climaxed for the second time. I pushed my groin as hard up against Erika's ass as possible while my penis pulsed and tried to pump every drop of cum I had remaining deep inside her pussy. As the pulses subsided the tension drained out of my body and I slid down to the floor with Erika. My breathing was deep and labored.
We slid away from the open wall and got dressed. We unlocked the loft door and cuddled in a beanbag for a long time. Other girls came up with their boyfriends and made out in the other beanbags. Erika and I were kissing when the big-breasted girl in the low-cut green leotard came in with a boy who was staring at her chest.
"I guess you are not the only one distracted by her tits," Erika said and we held each other and laughed.
