Kay gripped the iron handle and pulled down. One--one, two, three. She relaxed and let the bar rise. She pulled down again, moving smoothly and confidently through her third and final set. Two--one, two, three. Tension pulled at the muscles across her chest. She closed her thighs tightly on the padded bench for support. Six--one, two, three.

A low whistle interrupted her count. "Looking good." The mirror revealed a six-foot frame veiled in a gray T-shirt and basketball-style shorts. Jeremy Marshall was nothing but a distraction.

She wanted to finish what she came to accomplish and that meant working off whatever calories remained of her dinner salad and lean steak. Not to mention blowing off steam from the day's frustration of missed appointments and traffic creeping along the freeways. She'd then head home and hit the bed—alone.

Jeremy positioned himself at the weight station next to her, preparing for a set of bicep curls. His pecs, abs, and the muscles in his thighs rippled.

Kay Martin, concentrate. She moved the pin up one notch then straddled the bench and gripped the lateral bar. The exertion in her muscles produced a feeling of liveliness and strength. "I'll take that as a compliment," she said, exhaling. She arched her back so her already round ass rolled a bit more off the bench. Seven--one, two, three. Her brunette ponytail bobbed at the base of her neck. She thrust her chest forward slightly and wondered if he caught the teasing.

Jeremy grinned and curled the weights. He planted his feet shoulder width and the bulge in his shorts was proof to her that he, indeed, did notice her. "Sure, why not?" He lowered his arms and grunted one more time, pulling an extra heavy load toward his chest. "Although I was referring to your expert form using the weights."

Kay licked her lips. He stood within an arm's length and the bench where she sat gave her an eye level view just below his waist. His cock pushed his trunks forward and there was no question he seemed poised and willing for her desires, yet Kay didn't want trouble. Stick with the plan was the best idea and that meant work out quietly and head home.

Her need to fight an attraction for Jeremy happened by accident. She had finally decided to join the gym at the insistence of her friend Maya, the co-owner and night manager. Maya had urged Kay to get back in shape after her husband had left town and her life with his secretary. "Don't sit around feeling sorry for yourself," Maya told her. "Take action, babe."

On her first day, Kay was walking out of the women's locker room and past the ellipticals when Jeremy, whistling merrily and eyeing the sportscast on the television monitors, brushed against Kay before disappearing into the men's locker room. The floor-to-ceiling mirrors offered evidence of his double-take and pause before walking around the corner to the lockers. His silent admiration worked a sudden and surprising inspiration that gave her a freedom to walk with her swaying side-to-side before mounting the elliptical.

She returned each evening, invigorated from the sweat and exertion and Jeremy's frequent glances and smiles. After a twelve-year marriage with a husband who rarely seemed to even say hello, his attention was like rain on a desert. It only took a few nods and friendly acknowledgement to make her blossom. His attention and her newly toned body gave her a confidence she hadn't experienced in recent memory.

One night when she didn't see him at the weight machines, Kay poked her head in the gym and saw him grab a rebound. He passed the ball upcourt and smiled at her and waved. Maya was right, thought Kay, the gym membership is paying off big time. She finished her routine and headed to the steps and down to the main floor and the idea of a budding romance gave her extra energy with every step.

"Done for the night?"

Kay turned quickly around and there he was, his shirt slung over his shoulder and his artfully tanned torso in full view. She nodded. "Yeah. Working out, anyway. Going to the steam room now."

"Nice. I'll be in there in a minute."

"Oh, great." Her casual tone was a total lie compared to what was building inside of her. The idea of sitting with him shrouded in a fog worked another amazing trick on her, leading to a pulsating sensation from deep in her sex and radiating throughout her thighs.

"I saw you doing some bench presses. Looked like you were handling quite a bit."

"Yeah," she smiled. "I've built up my strength."

"I'm Jeremy," he said with a smile, extending his palm.

His hand was strong and warm. "Kay."

"Nice meeting you."

"You, too."

He was more than just a hot looking guy. His friendliness was like a welcome into the community.

Kay took off her workout clothes and showered quickly to wash off the sweat. A fantasy of Jeremy with her in the stall entered her mind. She suppressed it for fear of rushing and leaping into a man's arms. She got out of the shower, grabbed a halter top, and covered herself with a pair of loose shorts.

Steam billowed when she opened the glass door and Jeremy sat across from her, shrouded in the mist. Another man opened the door and Jeremy called out to him. "Hey, Ellis."

He took a seat next to Jeremy, placing his hands on the tile bench area. A puff of steam emanated from the nozzles and obscured the view of the men. She leaned her head against the tiles and tried not to imagine the two sweaty, shirtless hunks dressed only in basketball shorts. The mist dissipated and she could have sworn the men turned their faces to each other and briefly kissed each other.

Her mind was working so powerfully that she let her fingers travel along her thighs and curl under the fabric of her nylon shorts. More steam flowed into the room and in the fog she spread her legs and pressed lightly press against her clit. But the door opened, jangling her nerves, and another person stepped in. Wisps of steam fled out the door and Jeremy had his eye on her when she pulled her hand away and closed her legs. She waited a few minutes and then stood and winked. "See you." Kay stretched her arms to the ceiling and wiggled her fingers before stepping out.

"'Bye," Jeremy responded, pressed against Ellis.

She walked along the edge of the pool and headed toward the women's locker when he called out to her.

"Hey." He had stepped out of the steam.

"Yes?" She turned. His chest was so moist it was all she could do to restrain herself and not flick her tongue against his nipples.

"You want to catch a drink tonight?"

Yeah, she did. She really did. But remembering a report from work needing attention prompted her to say no on impulse. "Maybe another time."

"Okay." He said in a matter-of-fact manner. Ellis poked his head out the door.

"Hey, Jer," he called like he was reeling his friend back inside.

"Okay, another time then." Jeremy smiled and quickly turned back to the steam room, the way a man would do if flirting with a woman and then being called by his wife. The two men seemed to be more than simply good friends.

She continued on to the locker room pondering Jeremy's intent. Did he play both ways? Why didn't she say yes? She stripped off her tank top, shorts, and panties and chided herself even more for not asking Jeremy to also invite Ellis. She had nothing to lose and lots of entertainment to gain.

Those encounters all led to this moment and the more Jeremy worked his muscles the more deeply he ignited her passions. She calmed herself until she saw Ellis' reflection in the mirrors. Both men had brows glistening in the light. Ellis stripped off his shirt and grabbed a barbell.

"Show off," laughed Jeremy at his friend.

"Showing off for whom? It's closing time," remarked Ellis.

Shit. Desire seemed to vibrate on Kay's clit and then travel along her thighs. They were the only diehards left in the place. She released the iron handle and then sat on the bench. She had worked hard enough. Ellis spread his legs. His ass was formed tight, like Jeremy's.

"What's the matter?" Jeremy glanced at Kay. "Don't have the strength to finish?" He laughed.

Kay smiled and saw opportunity. "No strength to finish? What the hell does that mean?" She caught Jeremy's eyes like a prizefighter landing a knockout punch on his opponent. "I'm wanting to get started." She yanked off the band holding her ponytail in place, leaned back on the padded bench, and spread her legs. Her boldness seemed to leap out of impulse when she decided to go for what she wanted.

Jeremy froze and then returned the weights to their original position. He glanced at Ellis who curled his arms and grunted through clenched teeth. He smiled. "You want to go home, shower up, and think about it?" His voice was low and laced with a sultry tone. He ran a finger through her hair.

Ellis lowered his barbell. He set it on the rack with a clang. He shot a glance at Kay with a raised eyebrow and lips pursed tightly. And then he looked at Jeremy.

Jeremy returned the glance and shrugged his shoulders. "Hey, let's take her for a test drive."

"Okay." He held a finger under Jeremy's chin and slowly brushed his lips against his friend. "I'll allow you."

Kay smiled. He did play both ways. She had no intention of interfering with whatever was going on in their relationship. But the opportunity for two men was more than she could resist. "Wait a minute." She straightened and walked to the front desk. Thankfully, Maya was closing up shop tonight and had the door locked. "Hey, Maya."

"What's up, hon?" She looked at her watch.

"Not in any hurry to get home?" She leaned against the desk and crossed her arms. "You're not flirting with Jeremy and Ellis are you?"

"I'm ready for more than flirting. You going to keep the door closed?"

"It's past closing. Yeah, why?"

"I'm going to challenge them to a shower. Now."

Maya grinned. "You on fire?"

"Hell, yeah." Kay ran a hand along her spandex-covered ass and swatted herself. "Why waste time getting a drink?"

Maya leaned forward and ran a finger along Kay's chin. She kissed her on the cheek. "Go for it, babe."

"Thanks."

"And don't be shocked if I stick my head in the showers just to see how things are going."

Kay blew her a kiss and sauntered confidently across the weight room floor. Jeremy was now the one sitting on the bench with his legs spread. Ellis kept an eye on her. She tapped a foot against Jeremy. "So what'll it be? You want me to go home and shower or are you ready to try a two-on-one right now?" Taking full liberty, she leaned forward and kissed Jeremy along his earlobe. She dangled her tits in front of him and didn't flinch when he gripped them, probing and squeezing. He even pinched her nipples and produced a sharp sting that ran through her fast as lightening. But she kept kissing him, unfazed. The pain wasn't a discomfort. Oddly, it spurred her on to run her tongue down his jaw. She straddled his lap and met his lips. She used her tongue to probe along his mouth and found him eager to reciprocate.

Ellis moved to his friend. "I hadn't counted on a threesome tonight."

Shit. Molten desire pooled inside Kay and seeped into her panties. Not now. On second thought, now was great. She had never flirted with Ellis. She batted an eyelash at him. "I'll make it good, real good. I promise."

Ellis grabbed her hair. "That's what you say now."

She grimaced. "I mean it." She reached a hand and touched him on the thigh. His cock seemed to leap against his shorts. She ran her fingers over it and turned to pull on his waistband. "I don't even need to wait for the showers." She squatted and exposed his jock strap. His shaft bulged and his balls seemed to overpower the space they had occupied. Kay circled the tip of her tongue along his head and then moved her lips over his shaft. Salty precum and the result of a hard workout greeted her taste buds. She savored the flavor and the idea that her inhibitions were quickly eroding.

"It better be good." Ellis laced his fingers through her strands and thrust his hips against her mouth. "Because if it's not, you're going to get a thorough spanking for cutting in on us."

Jeremy laughed. "Why wait? Change positions." He grabbed Kay by her ponytail and lifted her. He sought her mouth with his lips, pressing against them.

Kay willingly parted her lips, giving him access to her moistness.

Ellis stripped off his clothes completely and sat on the bench. Jeremy guided Kay to Ellis' cock. She yielded to his directions, standing with her legs spread, her mouth going down on the shaft. The tightness of her workout clothes loosened. Jeremy's fingers tugged at the waist band and lowered them down her thighs, exposing her panties. He gave a gentle swat and rubbed his hands firmly over her ass.

She sucked harder on Ellis, working her lips, eager to prove her ability to give pleasure. He moaned and raised his hips.

The next spank fell harder and the sound lingered. Her pussy, dripping sticky dew, tickled when Jeremy touched his tongue and unshaven face between her legs. He lapped at her cunt.

He grabbed her again, making her stand, and kissed her. She tasted herself on his lips while Ellis took his turn at digging his fingers inside and probing her. She spread her legs instinctively and leaned back against the firmness and security of Jeremy's chest.

"You're so damned wet. We better shower you off." Jeremy scooped up their clothes and the trio headed to the men's showers. He turned several faucets on hot and a steamy mist enveloped the space. Ellis ran soapy hands over her tits, circling her nipples and squeezing them while Jeremy spanked her again and again, alternately stroking her clit. Gasps from the intense pleasure reverberated off the tiled walls and soon the two men had her firmly between their wet bodies, wrapping her in their rock hard biceps with their cocks pressing against her pussy and ass.

Water poured over Kay. Strands of hair were plastered against her cheeks. Ellis brushed it away and sank with her to the tile floor.

"Hands and knees." He barked the words over the din of the cascading streams. She obliged with her elbows bent and her ass raised high. A swirling whirl of bodies and limbs made her oblivious to the hardness of the tile. Ellis turned on his back and slid beneath her while Jeremy knelt behind.

The tip of his cock against her pussy tantalized her and soon she grew weak from Ellis licking her clit while Jeremy thrust deep inside her. She leaned to take Ellis' cock in her mouth one more time.

"Wait," cried Maya. She had stripped. Her brown physique shone in the water and light coming near the lockers. "I've closed the books and I'm ready to play."

Kay laughed and Maya stepped on the floor. She swayed as she walked and knelt. Lowering her face and laying flat on the shower floor, she licked Ellis on the balls. Her eyes met Kay and she scooted up, spreading her thighs over Ellis and lowering her pussy on her cock. She leaned forward catching Kay's lips with hers.

The whole scene seemed to shake Kay to her core--pleasure so deep it seemed like total bliss gripped her and ripped through her body. Maya groaned from being fucked and Ellis kept his tongue hard on Kay's clit. Jeremy thrust. His grunts were deep and gutteral like he was getting the workout of his life. Kay's hips were held securely in his grasp. His hands were like a vice and she couldn't move if she wanted. It turned her on even more to think he held her, keeping her open, and she could do nothing but receive his cock.

Kay cried out first. She couldn't hold back the orgasm and her breasts shook with a force that surprised her. She tightened her ass, clenched her teeth, stiffened her arms and then her whole torso and every muscle seemed to relax with a wave that streamed from head to toe and around again--like a roller coaster with peaks, valleys, and death-defying loops.

Jeremy's voice and soon Ellis joined the crescendo and Maya sat back on Ellis' cock and stroked her clit. Kay leaned forward and licked her friend's pussy--the first time she gave oral pleasure to a woman. She could feel the vibration on her lips from Ellis continuing to pound inside Maya. She looked back, Jeremy lay alongside his friend kissing. In total abandonment, she crawled and straddled Jeremy's face. He licked her and sucked. His tongue moved in tight, rapid circles better than the highest quality vibrator. She rode him, caressing her tits and pinching at her nipples until another orgasmic wave caught her. The power made her think she was going to tumble forward. Maya's cry was deep and sweet--a song of ecstasy.

"Shit, you look hot," gasped Kay.

Maya smiled. "Thanks, babe."

Ellis raised his hips, tightened, cried out and relaxed.

Kay relished the moment, sprawled on the shower floor and snuggled against Jeremy.

After what seemed like several minutes, Maya stood and turned off the water. Then she knelt again to kiss Ellis, then Kay, and then she ran a finger through Jeremy's hair and kissed him. She sighed. "Wow.

"Powerful," moaned Kay.

Jeremy stood and extended his hand. "Don't slip."

She took his help and gained her footing. Her legs still wobbled from the experience. She grinned and looked at Ellis. "Was it good enough that I don't get a spanking now?"

He laughed. "It was so damn good that giving you a spanking would make it even better."

Maya stepped out of the shower. "I'm getting a towel from the pool. Hey, folks, cleaning crew will be here soon."

Jeremy opened his locker. His cock relaxed but the look of him hung, naked, and dragging a towel over his shoulders thrilled Kay to no end. Ellis was a perfect compliment. She wondered. "So, are you guys lovers?"

Jeremy wrapped his towel around Kay and patted her shoulders and her breasts. He nodded. "Yeah. You could say really good friends."

Ellis dried off and pulled his underwear from his locker. He pulled the fabric up his thighs and covered his tight ass. "But I don't want to be exclusive. Jeremy and I have talked about it before. The 'what if' scenario if someone else came along." He sat on the bench. "It's not easy sharing someone."

Kay appreciated the warmth and thickness of Jeremy's towel. She had never planned to fuck after a work-out and in the club but the opportunity that was presented was way too good to pass up. She appreciated Ellis' struggle. "I'd love to do it again--with both of you."

"And Maya?" Ellis laughed.

"And Maya."

Jeremy smiled and toweled off the inside of his thighs. "Maybe we can even go for that drink sometime soon."

Kay glowed. "Absolutely. But I'll have you know something."

"What's that?"

"I don't kiss on the first date."

Ellis chuckled first. His laughter caught Jeremy and the humor captured Kay. And then suddenly, like a cloudburst sweeping across the Plains on a sunny day, desire filled her again. "I'm up for a drink tonight. And I'll do a lot more than kiss."

Jeremy playfully snapped a towel at her ass. "You're on, lady. The night is young."