It was getting late when I finally got to the gym. I would not have much time for a decent workout tonight. I stripped quickly, throwing on shorts and crop top, along with trainers. I skipped most of the warm-up routine, and started on the running belt, just setting it for a slow jog. I was too lazy, not holding my shape, and one of the trainers noticed me.

"What is wrong with you tonight, Marie?" he asked, "you look uninterested."

"Bad day, Danny," I told him, "but I needed to burn off some bad energy."

"Well, running like that will achieve nothing," he told me. "Hand."

I held out one hand to him, and he strapped something on it, like a kind of glove, then strapped that to the handle of the running machine. Moving around me, he took the other hand and did the same with that, effectively tying me to the thing, not able to reach the speed controls. He turned it up a couple of notches. I knew I could just slip my hand out of the glove, but this was the position Danny wanted me in for exercise, so why argue? 

"I will check on you in a few minutes," he warned me, "see if you are feeling any better after sweating a little." 

At first, I was annoyed, but a few minutes of actual effort and I admit I was starting to feel much better. I hadn't actually noticed what was going on around me, but when I looked around, I saw I was the only one still there. When Danny came back, I mentioned this to him.

"Oh, Yes," he began, turning the machine down to a slow walk, "the thing is, Gail and I were wondering if you were in any rush to get away."

"No rush at all," I replied honestly, "and even if I had been, the prospect of another session with you and Gail would soon make me revise my plans." 

Just then, the gorgeous girl herself arrived. Danny turned the machine off.

"Hi Marie," she said, hand caressing my bottom, "glad you can stay."

Her hand stroked my bum again." Are you wearing pants?" she asked. I shook my head. "And I bet you left off the bra as well," she accused, hands feeling for my nipples through the thin fabric of the top.

"I was in a hurry," I started to excuse myself, "I usually..."

My words were cut off as her hand landed forcefully, dead center on my lightly covered bottom, forcing a squeal of pain from me.

"How...many...times...," she went on, each word punctuated by a hard smack to my bum, "have...I...told...you...?"

 She was panting with the exertion, and my poor behind was stinging.

"Even with tits as firm as yours, you need a sports bra," she went on, calmer now that she had vented her annoyance, "unless you are trying to pull a muscle or make them floppy?"

 "No, of course not, " I protested.

"As for panties," she continued, stroking gently between my legs, "unless they are properly lined, shorts alone can rub and cause irritation. I thought you knew all this?"

"I do, " I admitted, "but..."

"No 'buts', sexy tits," she interrupted, "let's see how you are," and she slid down my shorts.

"Ooh, pretty pink bum," Danny observed, touching it with a fingernail and making me yell. "Painful?"

 "A little," I admitted, "mmm..."

The latter exclamation was forced from me by Gail's fingers exploring my already wet slit, one of her fingers sliding easily inside and rubbing gently.

"Go and fetch some of that cold cream, Danny," Gail ordered, "that should sort out Marie's sore bottom."

"You want me to unstrap her hands first?" he asked.

 "No," Gail smiled, "that can wait for now."

As soon as he had left, Gail slipped my top off, sliding it down my arms. Ducking under the metal uprights, she slid into the gap between my pinioned arms, rubbing against my naked body and kissing me deeply. One hand explored my front, stroking and caressing tits and nipples, then sliding down to between my legs, fingers tracing along my wetness, making me squirm helplessly.

Her other hand was on my neck, pulling my mouth harder onto hers, our tongues teasing each other. When Danny returned with the cream, she hardly interrupted her actions, pulling her mouth away just long enough to tell him to apply the cream to my bum. The coldness of the cream, along with Danny's soft caressing made me push against him, moaning softly in my throat as his spare hand caressed my thighs.

Gail was on her knees, mouth kissing my belly before moving down, while Danny was now using both hands to apply cream to both cheeks of my arse, a well-lubricated finger sliding along my bum-crack.

Gail's fingers were holding my pussy lips wide open while her tongue delved and probed and when a finger slid deep into my tight butt-hole I thrust forward. Gail rubbed my erect clit, and I was coming for them, legs trembling as the climax washed over me, and love juices flowed out onto Gail's chin, dripping down to soak her top as she licked and sucked what she could.

 I was hardly aware of my hands being released, and my shorts and top being slid off me. Strong hands held me safely while we walked to the staff changing room, and by the time we got there I was able to stand unaided.

I slipped Gail's wet top off her, then pulled her sports bra off, revealing those gorgeous firm tits, pink nipples already erect and hard, a fact I took great pleasure in checking out with eager lips and tongue. I loved the way Gail reacted to having her nipples teased and nibbled, throwing her head back and giving herself up completely to the sensations.

Danny helped me lay her on a center bench, and he took over teasing her tits while I slid her shorts and pants down and off her feet to leave her naked. I parted her legs, stretching them on either side of the bench and leaned over to taste her nicely shaved slit, my tongue tracing its way along her wetness.

She squirmed and I grasped her hips, using my tongue to flick her clit while I slid fingers into her tightness, pumping in and out as Danny carried on teasing her tits with his mouth. He had a good grip on Gail's hands, pulling them high above her head while he teased her, and I began finger-fucking her harder, watching her thrust up into my hands.

Her breath was coming in short gasps and then she was coming, juices flowing onto my hands. bottom bouncing on the bench as I carried on tormenting her helpless body until she screamed in ecstasy, body arching rigidly as she hit the top, then collapsing back onto the wooden bench, twitching.

From the bulge clearly showing in his shorts, Danny had enjoyed watching that performance. Gail was getting over that intense climax already, and I nuzzled her neck.

"Danny has one hell of a hard-on," I told her, "think he could do with a couple of climaxe?."

 "Part of it is being with sexy half-dressed women all day long," she told me, "the rest is mostly down to you."

"Me?" I objected, "what is it to do with me?"

"You must have seen the effect you have on him." Gail told me, "you walk in and it is instant erection. You have that same effect on most of the men who see you in here. not to mention quite a few of the women."

"But I don't do anything," I objected, "and there are plenty of girls in here way younger and sexier than me."

"Marie, darling," she laughed, "it is just something about you being a mature woman who exudes total confidence in who she is."

"Well, what I am right now, is a horny old cougar who has a massive erection to deal with," I told her, "and I think I need your help with it."

We moved over to where Danny was sat, lying him back and both of us caressing his body. I pushed his top up until I could slip it over his head, while Gail stripped his shorts from him, releasing the erection to let it spring to attention. I kissed my way down his body, while Gail kissed around his waist and belly.

When we got near each other, we took time to give each other long deep kisses, then turned our attention to Danny's throbbing cock. We both held it, squeezing gently and starting to wank him slowly. I held it towards Gail, and she engulfed it in her mouth, teasing it and sucking it to even harder limits, before passing it over, for me to taste him.

I took him deep into my mouth until he was almost brushing the back of my throat, his ball sack rubbing my chin as I moved up and down his rigid pole. As I did so, I felt my legs being pulled open, and a head sneaking between them, tongue teasing along my slit.

Danny was groaning softly by now, and I pulled Gail up from the floor and whispered to her. She looked at me startled, then nodded. I pushed her and she went to a locker, coming back with some furry handcuffs. She started to put them on me, and I pulled my hands away quickly.

"Oh no, sexy girl," I told her, "You can take the first ride." and I clipped the cuffs over her wrists, with arms behind her.

Then, holding her steady, I helped her straddle the bench with Danny lying on it and moved her until she had his cock nudging the entrance to her pussy. Danny grinned as he took in the sight of his lover helpless and ready for him to use her. I motioned to Danny, and he raised his lower body to let me push a couple of cushions under his butt.

Once he was settled, he lunged upwards, impaling Gail on his erection. She screamed with pleasure as he plunged deep into her stretched open slit, reaching his arms around her to pull her onto him even harder, then slammed into her over and over, ravishing her until she was coming massively and helplessly. Then he stopped, arching his body as he exploded deep inside her, thick creamy cum filling her wet twitching pussy and dripping out of her, while she was still trembling from the climax.

 I straddled Danny's legs, my tits pressed against her back.

"I am tempted to leave you like that until he is ready to fuck you again," I whispered to her, reaching around her to grab her tits, squeezing the nipples between hard fingers, and enjoying how she squirmed helplessly for me.

Danny groaned softly at the sensations her squirming was causing him. I reached down between her spread legs, finding her clit erect and oh so sensitive to my exploring fingers.

"Mmm, Marie, no, please, Marie," Gail murmured, as I started rubbing her softly, "Marie, you wouldn't, would you?"

More soft moans from Danny as Gail's squirming started waking his cock for some more exercise. Danny started moving under her, and Gail was suddenly aware that she was going to get fucked again. The climax had made her incredibly sensitive, so between Danny's gentle fucking, and me rubbing her clit with one hand and teasing her erect nipples with the other hand, Gail was powerless to prevent us from taking her to another climax.

It was only gentle at first, but with neither Danny or myself stopping, we took her to the next level, and as the climax grew and grew she was soon bouncing hard up and down on Danny's erection until both of them came together.

I leaned her back as she was coming, kissing her deeply as she pressed into me. Then I left her, still impaled, lying on Danny, while I went for a shower. As I came out of the shower, towel wrapped around me, I realized my clothing was still in the customer's changing rooms.

I padded in there on bare feet, bringing my stuff back to the staff changing rooms where it was warmer. I had just started to dress when Gail and Danny came to me. Without a word, Gail wrapped herself around me, kissing deeply, while Danny stood behind me, arms around me caressing my tits.

I groaned softly and let them lay me back on the center benches. Without warning, my wrists were grabbed and held by Danny, and I found my arms tied above my head to a strap under the benches. The towel was unwrapped to expose my naked body to their wandering hands, forcing me to squirm helplessly for them.

 After a few minutes of this, Gail called out to Danny, and he straddled my body, leaning forward to grab my ankles, and lifting my legs high to expose my bare bottom. Meanwhile, Gail had been to a locker and came back with a table tennis paddle.

"What are you doing, Gail?" I asked, trying to keep my voice level. "What is that for?"

"Just a little thank you, darling," she told me, "for giving me a double fucking."

Before I could say anything else she had brought the paddle down hard on my naked bottom, which was still sore from the earlier spanking, forcing a squeal of pain from me. I tried wriggling but Danny had a good hold of my ankles, pulling my legs apart slightly, then teasing my open pussy with his tongue.

He stopped, lifting me slightly as the next smack hit squarely across both cheeks, then resumed his tongue teasing. More smacks, each followed by that teasing tongue probing into me, until my poor bottom was throbbing and my pussy was getting desperate for a climax.

After about a dozen hard smacks, Gail put the paddle down, and Danny opened my legs wider to let her get her tongue into me. She tongue-teased me right to the edge of my coming, then stopped, leaving me writhing helplessly in Danny's grip. After a while, when she thought I had calmed down enough, she resumed her teasing, again taking me so high before stopping once more.

By now I was almost crying with frustration.

"Aww, does somebody need to come?" Gail laughed, probing inside my sensitive slit with a finger, "well Danny was drained, thanks to somebody deciding I needed a double fucking, which just leaves me."

I squirmed helplessly as the finger stroked me.

"Do you want fucking, sexy lady?" she asked.

 "Please," I told her, "yes please, Gail," I begged.

She leaned over to kiss me. "I just happen to have a strap-on that I have been dying to try," she told me, "do you think that would do the trick?"

"Yes please," I replied, "anything."

She went out of view, returning moments later with a strap-on. The user's end was normal, but the business end looked huge from where I lay. She stepped into it, tightening the straps, then turning it on. I saw her squirm as it started to have its effect on her.

With Danny holding my legs wide apart, she started rubbing the end of it against my wet slit, until I was once more squirming for her. Then, she pulled away. A moan of frustration escaped my lips.

"Don't worry," she reassured me, "you will have it inside you very soon. Just not where you were expecting it."

"What do you mean?" I asked, suddenly realizing what she intended. "Oh no, Gail, you wouldn't..."

My words ended abruptly as the monster shaft slid smoothly into my tight butt-hole. I screamed as she started shafting me, plunging all the way in with each stroke before pulling back almost all the way out ready for the next thrust. After the first few strokes, I was pushing up to meet each thrust, wanting more and more inside me.

Then she started using her hands to rub and tease my clit, as she bum-fucked me to a climax. Even then, she ignored my screams of ecstasy and carried on harder until the climax became so strong that I squirted as I came so hard, her helpless sex-toy. She finally stopped with one last massive lunge deep into me as she came herself.

She lay still on top of me, both of us smiling stupidly as we twitched and trembled helplessly until the climaxes eased, and she was able to pull out and turn the vibe off. The shared shower, once we had both recovered, was a relaxed session of mutual touching, stroking, and lots of loving kisses, by the end of which Danny was starting to recover his erection.

I whispered to Gail, "Should we do anything about that?"

"No, leave it," she told me, "I think I can handle that by myself once I get him home."

I looked at her. "So the two of you are...?"

She nodded happily in answer to the unspoken question, and I hugged her, then him.

 "I have a feeling you are going to be so happy together," I told her, as we left the shower to get dressed.

"We are," she told me, "but we still want to carry on our late night fun here, if you are willing."

"That suits me fine," I answered, "and thanks. The gym has never been so much fun."