She laughed and gave me a friendly jab on the shoulder. That wouldhave been it, if I hadn't retaliated in kind. Now, I'm no beefcake and I've never been a fitness addict but I am naturally slim and I have, what you might call, a wiry strength. I've no idea what I could lift but I have 'pumped' above my weight using our most powerful muscle, the brain. Shifted girders and such where a bodybuilder has applied brute force and failed and been seriously 'pissed-off' when the 'wimp' has succeeded. Doubly slow when he's then tried to engage me in a battle of wits!

Sue was a different kettle of fish. Smart, attractive and didn't look like the type who would have to watch her weight. I don't know why she initially went to the gym but she had and dived into it, body and soul. She wasn't the over-muscled type that had lost all their femininity, out on the town in a little black number you wouldn't have guessed that she had a perfectly defined set of Abs! I'll admit they did intimidate me somewhat.

So she became a fitness junky and a year later had changed professions and become an instructor. That's how we met. I helped build the gyms for the Lincoln’s chain she worked in. She'd recently been promoted and she was to be an assistant manager of the latest franchise. The 'Topping out' party had been three days earlier on the Friday and the first week was a 'soft-opening' to iron out any kinks but as this was the eighth gym we'd built they were few and far between. Sarah, the other assistant manager had just left and I'd just been helping shift some of the stores that had been delivered mainly to relieve the boredom as so far all my systems were behaving although Sue and Sarah were pleasant task-masters anyway, both to talk to and to look at. I'd smiled, unseen, at Sue's reflection in one of the many mirrors as she'd watched Sarah head up the staircase to street level and the local underground station. I'd known blonde Sarah for over three years and brunette Sue for two and it had only been on the previous Friday that I’d seen it.

Maybe it was the unusual angle or just that I was looking at the pair of them from a remove but I saw ‘the Look’. I’d only had a couple of pints and had changed to whiskey but as I stood talking to another fitness instructor I took a step back. Normally not a problem but unfortunately he’d been seated on a raised platform and I’d been in front of the two steps that led up to it. My weight shifted to the foot that was dangling in mid-air before I realised it and I fell back landing hard on the wooden floor.

“Christ, Will you’ve started early!” declared Sarah from five metres away above the general background chat and low-level music of the pub.

I smiled across at her and raised my glass to show that I hadn’t spilt a drop and that was when I saw Sue smile at her friend. I was quite sure it was the exact same sort of smile I wore when talking to her. “At least I’ve still got my anaesthetic if not my pride!” I called back.

I smiled broadly at the two of them, admiring Sue’s tight jeans and Sarah’s short skirt in the process. I refrained from lowering my head to see if Sarah was wearing any underwear (though I was sorely tempted) and watched from my position as they both returned their attention to their own conversation. The rest of the night I wondered how I’d never spotted that Sue was smitten with her friend. I was quite sure that Sarah didn’t have a clue, not that she was a dumb blonde, more that she lived in a world where the majority of red-blooded males spent their time trying to get inside her knickers. I wasn’t any different but generally I’m a whole level or two more subtle and quite happy to have the opportunity to try and not overly worried if I succeed or not.

That same look adorned Sue’s face as her eyes locked on her friend’s shapely ass as it disappeared up the stairs. I diverted my own gaze from her as she turned back. I packed away my testing equipment and was about to ask Sue if she fancied going for a drink when she called across to me, “Will, would you give me a hand with this machine?”

I looked across and she was standing beside the Abdominal Cruncher beside the padded Stretching area with her hand resting on the top of the frame. For a moment I simply enjoyed her beauty and the respectable but still limited amount of clothing she was wearing. Her dark hair tied back a little severely for my taste but exposing a tantalisingly long neck and with her hand raised the grey halter top she was wearing revealed her toned stomach while the material stretched across her right breast. Her nipple wasn’t in evidence as being a serious enthusiast she was probably wearing a sensible sports bra to hold her bosom in check while she worked out. A pair of tight black cycling shorts that reached down to mid thigh showed the profile of her shapely gluteus maximus, I imagined a thong beneath as most of the female and by all accounts some of the male staff wore.

I felt somewhat scruffy in my work battered jeans, paint-marked trainers and worn T-shirt depicting a frazzled cartoon coyote. Where Sarah seemed immune to the gaze of others, Sue did not and shook her head at me as I strolled across the now empty gym, “What can I say, I’m shallow!”

She glanced about even though she knew we were the only ones left in the gym before replying, “Boys! A little bit of flesh and Mr Willy takes over!”

I nodded in agreement, “And you girls are always so mature!”

“Now put your pervert eyes back in their sockets and give me a hand to shift this.”

“Where to boss?” I asked.

“Just a couple of feet to the left... BOY!”

Initially she aimed to try and lift the machine weights and all and I shook my head, “Leverage GIRL! Even with a Willy I know we can’t lift it in one go.”

“Okay then, smarty pants?”

We moved to a corner of the equipment and lifted it spinning it in the direction she wanted and then to the opposite side till we managed to ‘walk’ the machine to the spot she wanted. All the time I could smell the fresh sweat (in spite of her probably showering at least twice during the day) she had worked up over the last couple of hours as she introduced potential new members to the various machines and facilities the brand new club had to offer. I looked up and saw the machine was directly in front of one the many large mirrors that adorned the walls of the gym and began humming an old tune. Sue surveyed the machine and its location and seemed satisfied before raising her arm once again to rest it on the framework and looked at me raising an eyebrow as I continued to hum. “Go on?” she asked.

I grinned, “A Carly Simon song.”

Her steel blue eyes narrowed for a moment and then she suggested “You’re so vain?”

My grinned broadened and that was when she gave me the friendly jab in the shoulder laughing lightly as I took a step back. I reached out and gave her an equally light punch on her shoulder, “You hit girls!” she jokily complained.

“A modern man, me, equal rights and equal wrongs for all!” I grinned and turned away in order to fetch my tools. A second later and I felt both her hands land on my back and shove me forwards onto the padded matting and then a moment later I felt her land on my back.

“You’re right!” she declared from on top of me, “means we can beat you up too!”

With the initial shock she managed to press her legs against my hips and her strong hands were grasping my forearms. I twisted about beneath her but her thighs kept a strong grip on me and her fingers dug into my arms as they maintained their grip. She was more than able to stop me rolling over and for a few moments I was at a loss as how to throw her off before I changed tactic and raised myself up backwards from my knees.”Shit!” she cursed before she relinquished her grip with her legs in order to drop her feet to the floor. I used her moment of indecision to twist about breaking her grip on my right arm and the two of us tumbled sideways onto the padding.

For the next minute or so we rolled around the mat, each trying to gain the upper hand to a chorus of grunts and swear words, gradually Sue’s higher level of fitness began to overcome my extra size and weight plus the fact I was starting to become distracted by a growing pressure within my jeans. Every contact with her breasts and ass and twice when I forced my thigh between hers fuelled my imagination, sure that I felt a heat beyond exertion emanate from her crotch.

I felt a sharp pain on my upper arm as Sue pinched me viciously causing me to yelp and the next second she was on top of me, her knees either side of my stomach and her hands holding my elbows down either side of my head. “That was cheating!” I exclaimed, she grinned in reply panting heavily. I kept my eyes focused on hers as I stated in a matter of fact tone “I don’t want to hurt you, Sue.”

“Oh yeah? You can try!” she challenged me.

I grinned up at her and for a moment her eyes betrayed a sense of doubt as if I had manoeuvred her into a tactical disadvantage. “You misunderstand me, I really mean I don’t want to hurt you... quite the opposite in fact!” I answered as I lifted my hips up and forward slowly, for a brief instant she resisted and then her thighs relaxed as I pressed my crotch up against hers.

“Oh!” she mumbled but remained stationary as the grip on my elbows lessened. I watched her eyes dilate before me and felt her hips roll slowly back against the obvious lump in my jeans, “Mmm...” she murmured, “that’s a little unfair... having a secret weapon” she smiled. For a second or two I could see the conflict in her eyes but then she came to a decision, “I guess... I surrender” she said as she released my elbows and leant forwards till she rested on her forearms, her tongue licking her lips just three inches above mine and her hips continuing to roll back and forth.

I raised my arms and slid my hands over her shoulders, my fingertips brushing the loose strands of hair about her neck that had slipped from her hair tie, “No, not surrender... Détente?” I offered.

“Detente... I like the sound of that” she whispered as the gap between our mouths reduced to nothing. Our lips met hesitantly at first, brushing across one another as I pulled the hair tie off letting her long hair fall down about our heads. Her breath was hot and deep as gradually our tongues met, tentatively at first and then slowly entwined, her own long fingers sliding across my closely cropped head, the nails scratching into my scalp.

I slid my left hand down her spine, feeling the thick rear strap of her sports bra as it slid past and down across the sweaty band of skin below her halter top to the smooth stretched fabric of her shorts. As my fingers glided over the curve of her cheek I felt one of her hands scratch roughly down my side before she rolled her hips forward and arching her back affording a gap between us. Sue moaned into my mouth as she pushed her fingers into the waist band of my jeans, her fingers spreading out till they wrapped around my erection. I echoed her moan and pressed my fingers into her buttock as she pulled my cock up straight, her mound still rubbing vigorously against the zipper.

Our lips broke and both panted heavily as we fumbled with each other’s clothing, our enthusiasm to get at each other’s naked bodies hampering our efforts. As Sue released my cock and pulled at my belt with one hand and shoving up my T-shirt with the other I remembered the reticence I’d felt at the difference in our physiques. In my imagination I’d always assumed, if I got the chance, I would have done it with the lights off and not in a brightly lit gym. My hesitation was fleeting as I grasped her shorts and pushed them down over her ass, pressing my fingers into the bare flesh of her arse. She moaned as I squeezed her cheeks together, her fingernails raking my chest just below my nipple as she arched her back and pushed herself upwards.

Her shorts, being tightly wrapped around her thighs caused her to topple of my lap and as I rolled over to follow her she opened her eyes and saw the broad grin on my face as she landed on her back. She laughed loudly in the silence of the gym and I grinned even more as I grasped her shorts and pulled them up and off her long legs flinging them behind me.

“How the fuck do they manage to make it look so simple it in the movies?” she asked.

I hooked my thumbs into the strings of her red thong, “Reckon it must be special effects or CGI” I answered as I slid her underwear up, my eyes dropping to the neatly trimmed ‘landing-strip’ beneath. She sat forward spreading her legs on either side of my knees, her Nike Air’s still upon her feet and lifted her top which I helped remove from her arms and tossed away in a random direction. In the blink of an eye she had released her sports bra and thrown it across the matting revealing a pair of small breasts with two rock-hard nipples atop them. I looked down happily as she began to finally unbuckle my jeans and pull down my zipper, my cock sprang free bouncing up and down in joy; a speck of pre-cum flying from the tip to land just above her right nipple.

I leaned back and pulled off my own trainers and socks as she yanked my jeans and boxers all the way to my knees before she pushed me over. I laughed out loud as I rolled onto my back and she grabbed the legs pulling them off and falling back as they slipped free. I crawled over to her, my eyes sliding up her legs and body to those startling blue eyes, a tear of laughter was slipping down her cheek as she raised herself onto her elbows. I dipped my head and licked up the salty liquid before sliding my tongue across her lips, feeling hers dart against it. “Tell me Will, have you seen our new machine?”

My eyes followed hers to the free weights area and at first I thought she was simply suggesting we use the bench press and then I saw the three devices on the far side, “The Vibro-plates?” Sue grinned and nodded, “Do you really think they’re an aid to fitness?”

“Oh, definitely!” she stood up and I followed her, my eyes fixed on her shapely ass, watching the muscles ripple beneath her flesh till my eyes were drawn to her hand wrapping around my cock as we weaved our way through the free weights. She stopped and pointed to the mirrors to our left.

The two of us were reflected in the full height mirrors, equally broad grins on our faces, “Now there’s a thing you don’t see every day!” I stated.

“I bet it’s happened often enough in gyms!” she replied.

“Probably the first time in this gym”

“Open for just a week... perhaps” she mused and led me to the middle of the machines. The plate itself was probably three feet wide surrounded by a three/quarter circular rail on which the controls were located, Sue turned about as we got on, her thumb spreading my pre-cum over the angry looking head of my erection. “Nice cock by the way?” she complimented me.

“Why thank you Ma’am! Very nice pussy, too!”

“Gonna be all the better in a sec...” she pushed me back till my ass rested against the rail and put one hand on my shoulder as the other held my cock and with the litheness of a gymnast she hoisted herself up and impaled her hot wet pussy onto my length in one easy movement. I groaned deeply as she slid down it, her legs wrapping behind my thighs; “Oh... fuck...” she murmured.

My hands automatically went to her ass to support her weight as I simply revelled in the warm, wet sensation of her slit feeling the muscles within ripple along my length. “Oh Jesus, Mary and Joseph!” I cursed as heavy vibrations erupted from the plate beneath my bare feet and echoed up my legs seeming to focus on our conjoined genitalia.

“Amen to that” her hand behind me fiddled with the controls altering the frequency of the vibrations till she found a deep resonance that rose and fell every five seconds or so. “Fuck me Will” she demanded as both hands wrapped around my neck. I pumped my thighs beneath us jerking my cock within her and watched as she hung her head back and rode my cock. It took me at least half a minute to find a rhythm that matched the machine but when I did the sensations were almost mind-blowing. Judging by the large flushed area of Sue’s chest and the tendons standing out on her neck it worked for her as well.

“Oh god oh go ohh god!” I moaned as in a very short time (almost embarrassingly short if it hadn’t been for the intensity of the sensations) I felt my balls tighten up within my sac and my seed erupt violently inside Sue’s spasming cunt.

“Yessss....” she whispered as she drove her hips down onto my trembling cock. If it hadn’t been for the handrail I know my knees would have given out and I was sure a very nasty injury could have been sustained. Even after my balls had emptied Sue’s pussy rippled continually about my length for over a minute, I watched as she used my spent cock, the strength and power of her internal muscles keeping it hard, refusing to let it soften till she had finished with it.

A final spasm ripped out from her centre and she threw herself forward, our sweaty torsos slamming against one another.

“Damn, I needed that” I heard her whisper softly beside my ear.

When we had regained our ability to function she lifted herself clear, her pussy still clenched stretching my cock till it sprang free. “That was...a hell of an experience!” I declared.

“You’re not wrong... they sure don’t mention that in the manual” she replied with a smirk as she turned off the machine. “Sauna?” she asked.

We gathered our clothes on the trip to the female changing room noting that we would have some cleaning up to do later. A very quick shower and the two of us, both completely naked this time, let the heat of the sauna soothe our muscles. We were sat opposite each other, our legs overlapped, each with a foot between the other’s thighs idly teasing each other just a few millimetres away from each other’s respective sexual organs. Sue’s eyes were closed and a smile adorned her face, I spent a full minute studying it before saying “So...”

“Mmm...?” she replied without opening her eyes. Her big toe pushed against my sac causing my cock which stood at about half-mast to give a twitch.

I didn’t want to ask the question but I knew it was something that would eventually bother me. I always was a fool for looking gift horses in the mouth. “Why... why me, why tonight?” I asked hesitantly.

Her eyelids rose and those startling blue eyes gazed at me through the light mist of the sauna. “You’re a smart and funny guy, Will... and you’re not too hard on the eyes!” she grinned.

Almost subconsciously I shook my head, “I’m gonna regret this...” my hesitation extended and I felt Sue’s big toe drop away from my sac as she leant forward.

“Go on” she dared me, the smile faltering on her mouth but curiosity sparking behind those eyes.

I leant forward also, mimicking her as I did, “I... I got the feeling that... you might have been wishing someone else was there instead of me...”

She arched one of her eyebrows, “Really?”

“Oh... I’m so not complaining... but...”

“But?” her expression remained neutral as she asked “Who?”

I took a deep breath of the humid atmosphere, “I can’t blame you... got to admit I fancy... her as well!”

For the briefest of moments those steel blue eyes seemed to flicker, “Her?”

I nodded my heart pumping loudly in my chest, “I’d swear you were admiring Sarah’s ass just as I was as she left tonight.”

She grinned broadly and in my head it was far too wide a grin to be natural, “So I was thinking of Sarah as we fucked, as I had your cock sliding in and out of me?”

I bit my lip and nodded.

“Seriously, you believe that?” she asked as she reached forward and wrapped her slender fingers about my manhood.

I pushed my foot forward out of instinct and pressed the knuckle of my toe against her hot, damp slit feeling them spread against it and a trickle of her juice run down between my toes, “I guess I do.” She inhaled deeply and then her eyes dropped as did her hand from my thickening cock. “Shit” I breathed.

I pulled my foot back and leant back against the wooden slats of the sauna once again as I berated myself within my head. The two of us sat there for a few minutes in silence till Sue looked up, “Is it obvious?”

“Not particularly, I think... I only suspected recently... she doesn’t know?”

Her head hug down, her wet hair obscuring her face as it shook from side to side, “No... I don’t think she does... I don’t even know if she has ever... shit, I’ve never for that matter.” She pulled her legs up and wrapped her arms about them.

The silence stretched once again before she continued, “God, I’m fucked up! I mean, she’s going out with Craig and...”

I leant forward and took her hands in mine, “I wouldn’t worry too much about Craig. He’s a bit of an arsehole and he’s bound to fuck it up sooner or later. I hope ‘cause let’s face it there are some people that you seriously don’t want to breed!”

She laughed from beneath her dangling hair and eventually looked up at me, her cheeks shiny from the sauna and her own tears, “You’re alright Will!”

I smiled back at her, “So he we are, aren’t we a pair!”

She smiled and her eyes shone once again as they glanced down at my cock which was still quite swollen, “Yes... here we are?”

“Don’t suppose I can call Cinderella rules, can I?”

“Cinderella rules?” she asked quizzically.

“Aye, wishes granted till midnight, follow a trail of crumbs, find a bed that’s just right, plot the downfall of the big bad wolf and let the spell be broken by a morning kiss?”

“Cinderella rules... seems to me to be a whole load of different fairy tales there, you just made that up, didn’t you?”

I lowered my head and looked up at her with wide eyes, “Would I lie to you?”

She smiled and sniffed slightly, “You can lie to me till morning Will...” as she leaned forward and our lips met once again her hand returned to my cock which happily hardened beneath her strong fingers.

****

It was a memorable night. After a slow leisurely session in the sauna we showered once again and dressed before cleaning up the evidence we had left in the gym and locking up. I did get to have drinks and a meal with Sue and we spent the night at her place. The morning kiss was a little more than a kiss but we parted happily, she suggested that maybe it wouldn’t be a one-off but I knew her heart belonged elsewhere and told her that it was fine whatever happened, “We’ll always have Lincoln’s!” I added with a smile as a final farewell that Saturday morning.

As for plotting the demise of the Big Bad Wolf, well Craig was an arsehole and about a month later at an impromptu gathering he boasted to me about Sarah’s sexual preferences mainly because he knew that I fancied her and wanted to be the ‘Alpha-male’; something I’d never had much time for. The fool hadn’t suspected that as soon as she joined us I would ask her about it. I knew that my behaviour would almost certainly put paid to any chances I might have with Sarah but I did find another interested party that night and suggest that a shoulder may be required for support in the near future.

It was less than a week before ‘Craig and Sarah’ were no longer an item and she moved out. Luckily her best friend had a spare room and although I’ve no idea when it happened it seems that ‘Sue and Sarah’ became an item six months later.

****

It’s been almost five years since that night at Lincoln’s and as life is I had lost touch with Sarah and Sue but had heard through mutual friends that they had moved ‘up North’ a while back and had been joined in a Civil partnership when out of the blue through Facebook Sue had gotten hold of me and invited me up for a weekend. The other thing I had heard and pondered on the train heading up the East coast was that the two of them were thinking about starting a family.

I have to say that my imagination was getting the better of me for those ninety minutes on the rails and I couldn’t help but hope that Turkey-Basters weren’t on the menu. They both had been heterosexual and as Sue had put it, ‘I wasn’t too hard on the eyes’ and my Abs were considerably more toned these days. The fitness bug got to me eventually.

Generally speaking I’m an honest man who may occasionally lie but as I see the seaside town appear down the track out of the carriage window I am wondering, if the subject comes up, whether or not I will tell them that I’ve had a vasectomy?

Probably... I think....