I’d been coming to the gym almost daily for just over six months, and I could tell the difference. However, to meet me, I don’t look like the gym-rat type. I have a slight paunch on my belly, along with a body that doesn’t scream muscular. I’d made a few casual friends but no one I’d entrust anything important to.

Nevertheless, I was here late at night due to obligations during the day, and hadn’t seen anyone I knew. It’s not like I joined to find friends, but it is easier to endure the pain when you see someone struggling as much as you.

I’d done my half-hour on the treadmill and was making the rounds on the upper body machines when she walked by, and I couldn’t help notice her leggings dove in between the cheeks of her ass. It looked uncomfortable, and it left almost nothing to the imagination. When she bent over to set up the bench press machine, they might as well have been painted on revealing every nook and crevice.

I knew it wasn’t for my benefit, she was obviously trolling for a stud. Besides, she was as ripped as they were, and way out of my league, but that didn’t stop her actions from giving me a boner.

My next machine was the lateral pull-down, which makes you stretch up to reach the handles, even though I’m six feet, two inches tall. However, it must have exposed my raging hard-on since a young man working on the machine beside me softly said, “I’m glad I’m not the only one she does that to."

It was weird, and I sat down quickly, but couldn’t let go of the handles without the weights crashing down which would make everyone look, so I just tried crossing my legs, making him chuckle.

“Sorry, I didn’t mean to freak you out. You’re good now, you can’t tell now that you’re sitting down,” he told me with a smile, adding, “Just thought you’d like to know.”

“Thanks, I knew but I didn’t realize it was obvious. I appreciate being told,” I replied, adding, “It’s been too long, and damn.” Nodding toward the trollop, making him chuckle again.

“My friends call me Billy, I don’t think I’ve seen you before did you just join?” He said.

“Most of mine call me Rob, and no, I’m usually here in the morning. I joined a few months ago,” I replied, adding, “I only look like I’ve never seen a gym.”

“I didn’t mean that. You look rather fit for a man your age, Rob,” he replied.

My turn to start chuckling. “So, now I’m old as well,” I teased.

“No, I’m sorry I meant you look good, I...” was all he got out.

I interrupted him saying, “I’m just jerking your chain, Billy, and thanks, now if I can just dislodge this basketball, I’ve swallowed I’ll be good.”

Billy was laughing as he told me I was funny. I finished my third set and looked around to see who was looking as I let the weights all the way down, knowing I’d be stretched again before letting it down.

“It is impressive though,” Billy mused. As I let the weights down and looked toward Billy, he nodded in the direction of my crotch.

“Oh, thanks,” I said before heading to the triceps pushdown machine; the last in my circuit. I did my three sets of ten while mulling what Billy had said, and enjoyed the boost to my ego. A fellow male actually thought my manhood was impressive. Now, if only there was a female who thought so as well, I thought. I wiped down the machine and headed to where the recumbent bikes were, to do my last half-hour of cardio before calling it a night.

I was pleased to see Billy was already on one of the bikes when I got there, “Seems we have a similar routine, Rob,” he said as I sat down on the next open bike.

“Yeah, but I need it more than you do,” I joked as I started my ride.

We chatted as we peddled away; I didn’t even put my headphones on like I normally do when riding, enjoying the conversation. I would guess Billy was maybe in his mid to late thirties, but he was quite ripped. The young bucks in the gym had nothing on him.

“You’ve evidently been coming to the gym for a long time,” I commented.

“Thanks, I try to keep in shape, I’ll be turning forty soon, scary times,” he replied.

“Well, I can tell you its better in hindsight, than it is in foresight,” I joked.

“Good to know,” Billy replied.

He finished about ten minutes before my time was up, and told me he hoped our paths crossed again soon, after wiping down his bike.

He was headed to the locker room when I replied, “Me too,” and he turned and nodded, before continuing on. I thought to myself, his ass is as nice as hers, in his short shorts, so taut; or maybe I was just that horny. When my time was up, I hurriedly wiped the bike down, anxious to get to the locker room in hopes he was still there.

I was in luck as he was standing a few lockers down from mine his shirt halfway over his head, and I fear I got caught staring at his chest as his shirt came off.

“Hey Rob, you finished too,” he said once his shirt came off, “You planning on showering?” He asked as he dropped his shorts revealing his jockstrap. “Figured I’d use their water," he continued, adding, "Hey, if you don’t have any shampoo, you can borrow mine.”

A shaky, “Sure,” was all I could manage, as he dropped his jockstrap and headed toward the showers, as naked as you can get.

I’ve never been so turned on by another man before. Hell, I’ve never been turned on by a man before, period. However, I was definitely aroused by Billy, especially after seeing that thick cock as well as seeing that tight ass uncovered.

I’m not even sure what I wanted, but I knew I’d be jerking off in my shower as he was washing in his. I ripped off my workout clothes and shoved them in my locker leaving only my skivvies on which didn't begin to cover the massive boner I was sporting.

I rushed to the shower in my skivvies, grabbing a towel before dropping them, stepping into the shower, and turning the water on. I was glad it was so late. The gym was practically empty, making it less likely anyone would notice I was stroking myself as I thought about Billy.

“Is that you, Rob?” he called out.

A weak, “Yes,” escaped my throat, fearing he had heard me jerking off.

Did you need some shampoo?” He asked.

“Sure,” I replied, somewhat relieved.

However, before I could reach my hand out of my shower stall, Billy slipped in quietly with his finger to his mouth and dropped to his knees. They had hardly hit the floor of the shower before he had my manhood in his mouth. I gasped but didn’t resist. Damn, he was good. He played with my balls as he swallowed my cock, hitting all the spots as I fought the urge to grab his head and thrust away. 

Yet when he rose up a bit and pressing down swallowed it to my balls, I thought my knees would buckle. Never before had I been taken so deep and the sensation was phenomenal. I leaned against the wall, and was stroking his hair when he came up for air, smiling big, my cock still in his mouth as he looked up at me. It was all I could take when he took it deep again, and I started erupting, but instead of letting go, he started sucking as if he was milking me with his mouth.

When I stopped spewing he didn’t stop however, he forced it down his throat again as well as slipped a finger in my ass. He would smile each time he came up for air, before deep throating my manhood again. By the fourth time, I was rock hard again and he stood up shushing me again as he turned around, pressing my cock against his ass.

It didn’t take me long to get his intent, and I took over as he braced himself against the wall. I gently pressed my cock into him, yet when I was halfway in, he whispered, “Fuck me hard, Daddy,” which soon had me not being so gentle. By the time I was balls deep in him, I had him pinned against the wall, fucking his ass like I was a man possessed.

I couldn’t believe how long I lasted but when I came I erupted like Vesuvius in his ass, the most intense orgasm I believe I’ve ever had. I believe he came too as his sphincter felt like it was cutting my manhood off while it spasmed spewing its seed. When the spasms subsided, he slipped off my cock as he turned to face me.

Kissing my cheek Billy said, “Hope you come by the gym late night again,” with that big smile and disappeared as quickly and quietly as he appeared.

Unfortunately, I was too stunned to reply before he disappeared, and I probably stood there a few minutes as the water beat down on me before I finished washing. I could not believe I’d just fucked a dude, but I loved it. His ass was so tight, and his mouth was so soft and warm. It was the best head I’d ever received, and when he put his finger in my ass? OMG, I could feel my manhood rising at the thought.

After I finished washing, I dried off and put my exercise gear back on, since I really hadn’t planned on showering, but I would have a change of clothes in my bag from now on. I was already hoping to have another experience in the future. I was hooked. Billy was already gone and the gym was getting ready to close as I was walking out.

“What did you think of working out late at night, nice and quiet, right?” the fella behind the desk asked as I was leaving.

I just gave him a thumbs-up as I walked through the door, knowing I would be showing up late-night again in the near future.