James chuckled as he walked in the gym an hour before closing and saw his old friend talking to a patron and flexing – obviously making a point about abdominal sculpting from his gestures.  The big man’s bald head gleamed in the lights, and his dark skin contrasted sharply with the vivid white, very tight gym logo t-shirt he was wearing.

Marlon smiled as he clapped the patron on the shoulder, stepped away, and saw James approaching.

“My man,” Marlon said as James stepped behind the counter with him.  The two friends’ hands came together in a deep, resounding clap.

“Any excitement?” James asked.

“Nah.  All good.  The boss man’s daughter been coming in after hours?”

Marlon was technically his boss, as he was the general manager for all three gyms, so it wasn’t surprising that he knew.  James answered, “He asked me to let her in on Tuesday when they closed up College Square early.”

His friend’s eyebrows shot up and he said, “Asked?”

James laughed.  “Yeah, okay.  Told.”

Marlon chuckled as well.  “Her scans were flagged because they were after hours, and at a different location.  The boss man had me read Ken the riot act for closing up early and letting guys perve on his little girl.”

James had to fight a wince, knowing he had something to do with that.  Of course, if Ken hadn’t closed the gym early and set the whole thing in motion in the first place, none of it would have come to light.

Then again, he wasn’t particularly fond of Ken – and neither was Marlon.

“Got to tell you, I enjoyed that,” Marlon said, confirming what James was thinking, and then punctuated it with a gleaming smile.

James shook his head and said, “He’s the one who was dumb enough to close up early knowing she comes in late.”

“Damn straight.  You got this?”

“I’ve got it.  Have fun.”

Marlon rolled his eyes as he turned.  He paused halfway, pointed at his friend, and said, “You’d best be ready when we lock up.”

“You’d better be,” James countered.

Marlon waved dismissively and headed for the door of the backroom office.

****

“Almost go-time,” Marlon said while nodding toward the clock.

“I’m ready.  Are you?”

“Ready to make you look like a pussy,” Marlon said, since the gym was empty and there was nobody to overhear them.  “Look who we got here.”

James had already noticed the familiar car pulling up in front of the gym.  “She’s been about an hour every night.”

“Not as if we could argue if we wanted to.”

“True,” James agreed.

Amy walked in wearing a heartbreaking smile and waved.

“Hey little girl,” Marlon called to her.

She approached and responded, “Hey, Marlon.  Did Dad tell you I’m coming in after hours?”

“No, but I figured it out.  All yours.”

“Thanks.  James has been taking good care of me,” Amy said.

That suggested just a little too much to James’ ears, but thankfully, Marlon seemed not to notice.  His friend clapped him on the shoulder and said, “Let’s get at it.”

Despite his anticipation for what was going to happen later, James was pumped for the free weight session as well.  It was a whole different world to the machines, and Friday nights were one of the few times he was able to indulge.

James locked the door, they stretched, and then warmed up on the machines. Marlon was the first to hit the bench.  James spotted and egged him on as Marlon went through his set of bench presses.

Once the bar was back on the rack, Marlon sat up and asked, “How much do you want me to take off?”

James rolled his eyes as his friend wiped down the bench.  As soon as he moved out of the way, James took his place.

Shortly thereafter, Marlon was saying, “Push it.  One more.  Come on.  Get that bitch up.  Yeah, that’s the shit!”

James blew out an explosive breath as the bar settled on the rack, and accepted the towel Marlon handed him to wipe his brow.  It was then that Amy walked past.  She glanced at him and smiled before turning her attention to Marlon.

“I’ll just have a quick shower and get out of your hair,” she said.

Marlon said, “What hair?  It’s your old man’s place.  You can take as long as you want.”

She giggled and shook her head as she walked toward the locker area in her skin-tight black outfit.

James was rather proud of himself when he kept his eyes off her heart-shaped ass while drinking from his tumbler.

A few seconds after she vanished into the lockers, Marlon quietly said, “Damn, bro.  She’s making eyes at you.”

“What?” James said, hoping the surge of worry and guilt wasn’t showing on his face.

“You blind, bro?  Best watch your ass.  She hot as hell, but that’s a good way to get burned.”

James shrugged and shook his head – hoping it looked convincing.  “Go ahead and hit the showers so you can head out.  I’ll shut off the lights, let her out, and then get my shower.”

Marlon nodded, held out his fist, and James bumped it.  As soon as Marlon vanished into the lockers, James blew out a heavy sigh.  He’d pushed a little hard benching the same as his friend, but that was always the case.  He took another long drink, wiped down the bench, and got to work shutting down for the night.

A little while later, Amy walked out of the locker room in shorts and a crop-top that was struggling to contain her incredible breasts, while leaving her midriff bare.  He walked toward the door to let her out.  As she approached, she whispered, “I’m heading for Melanie’s.  Text me as soon as you’re home and the coast is clear.”

He nodded, fighting the blood trying to rush into his nether regions.  They’d exchanged numbers – yet another risky step – just before parting the previous evening.

“Hurry,” she said as she stepped out the door.

****

James set the two insulated tumblers on the bedside table, checked the towels he’d placed in the chest of drawers next to the bed, and then headed for the front door.  He felt oddly nervous as he walked through the apartment, typing a text to Amy along the way.  She replied almost instantly, saying she was coming down to his floor.

A couple of minutes later, she said she was at the elevator.  He opened the door, peeked out, and saw that nobody was in the hall but her.  She hurried his way as soon as she saw him.

James relaxed a little as the door closed safely behind her.  He turned to her, and she immediately pulled him into a hungry kiss while unceremoniously dropping her purse to the floor.  Seconds later, she was jerking up on his shirt.

He pulled away from the kiss and jokingly said, “I thought we were going to take our time?”

“Later,” she responded in a voice husky with passion, while continuing to yank his shirt up.

James let her pull the shirt over his head, which she then negligently tossed to the side.  Even as she was reaching for the button of his jeans, he took control by squatting down and picking her up.

Amy let out a cry of surprise, but then moaned and pressed her lips to his while her hands roamed over his back.  James walked nearly blind through the apartment, and thankfully avoided any collisions on the way to the bedroom.

He sat her down on the bed and – his ardor now matching hers – yanked on her short top, letting those incredible breasts tumble free.  Her top hadn’t even landed on the floor before she popped open the button of his jeans and ripped down the zipper.  She pushed the denim and his boxers down just far enough to grasp his cock and cup his balls.

James grunted as he wriggled and pushed, trying to get out of his jeans while she stroked him and looked up into his eyes.  Always taking his shoes off as soon as he walked in the door proved a boon, because it meant one less impediment to kicking the entangling denim off his feet.

“Oh!” she cried playfully as he pushed her down on the bed.

Undressing each other was enthralling, since it was the first time they’d done it.  A quick stomp and a yank finally freed him from his jeans.  He leaned over her and wormed his fingers beneath her shorts.  She gasped as he slipped them down.  Once past her knees, he continued to pull them with one hand while pressing his thumb into the warm cleft beneath her panties.

Amy whimpered and wriggled, grinding her need against his questing thumb.  As soon as her ankles were free and her shorts fell to the floor, she parted her legs.  James sat down on the bed next to her, cupped her cheek, and slowly turned her to face him.  As they kissed, he massaged her clit with his thumb and pushed his middle finger into the cotton-shrouded parting of her nether lips.  Amy whimpered again – far louder – and her nails dug into his back.

She pulled away suddenly.  Her expression was one of ravenous need as she rolled on her hip and pushed on his chest with determination.  He acquiesced, falling to the bed.   Amy immediately popped up to her knees and pushed her panties down.  She then sat down, yanked them off, and tossed them aside.

An insistent tug on his leg encouraged him to straighten himself on the bed.  As soon as he did, she stood up and straddled him.  As she bent her knees, he pushed his throbbing erection upright with his thumb.  Amy lowered herself down until her nether lips kissed the head of his cock, then reached down, and wriggled it into position.

James let out a quiet, growling moan from the sensation of her tight, wet pussy engulfing the head of his cock.  Amy gasped and shuddered.  It was every bit as magical as the first time he’d slipped into her heavenly embrace.  She whimpered as she leaned back to brace her arms behind her.

A series of staccato gasps drew air into her lungs as she slowly impaled herself on his throbbing cock.  Once he was fully enfolded in her tight young pussy, a loud whimper escaped her, and her head lolled back, thrusting her firm breasts toward the ceiling above.  He could feel her trembling.  Seeing her exaltation from being filled so full and deep increased his own fervor.

Amy lifted her head with a gasp, and began to squirm atop him, stirring his hard cock in her depths.  They both moaned from the spike of bliss that aroused.  James could scarcely believe the way her barely legal pussy was stretched around his cock – even distending slightly when she lifted up in her gyrations.

 A surprisingly deep growl rumbled in her throat just before she whipped her head forward, lifting her arms at the same time.  Her already toned abdominal muscles tightened, becoming even more exquisitely defined.  She transitioned from squatting over him to kneeling in an agile and relatively fluid motion – without ever letting him slip free of her pussy.  Her left hand then gripped his leg for balance, while the right moved between her legs.

Amy rocked her hips forward and back while her fingers circled over her clit – tugging at her nether lips.  James reached out and curled his fingers around her legs while relishing the vision of her sinuous movements.  The play of her muscles, the subtle quivering of her breasts, and the sway of her hair – which she’d apparently found time to dry since leaving the gym – mesmerized him.

She moaned softly – her eyes feasting upon him as well.  James groaned and his intimate muscles clenched.  Amy’s eyes shot wide open and she gasped when he swelled and tugged in her depths.  A quavering groan escaped her and she broke out into a sultry smile.

That reaction was enough to encourage him to wait for a few bewitching undulations, and then purposely clench those selfsame muscles.  She rewarded him with another gasp, and another groan that bordered on a growl.

It also seemed to awaken her need, as her hips and fingers moved faster.  Though still graceful, the swaying of her body took on an edge of urgency.  Her expression reflected that as well.  He began to feel a tug on the root of his cock at the back of every stroke.

A whimper, and then another passed her lips as she surrendered to the demands of her body.  Faster and faster she moved, until she was violently wrenching her hips in long strokes, seeking to sate the acute yearning for release welling up within her.

James did his best to hide the discomfort of his erection being pulled at unnatural angles, though a few grunts escaped him and his brow furrowed on nearly every stroke.  Much of that was likely lost upon her, as she had closed her eyes, and her swelling cries likely drowned out the sounds he was attempting to repress.

Drops of her wetness meandered through the crevices of his balls as he saw her expression tightening, and the crimson harbinger of climax brightening her cheeks.  Sweat beaded on her forehead, and her skin began to shimmer with the same.  Though the balance had shifted firmly in favor of her pleasure, he was more than content to be the instrument of her sweet agony.

A tinge of frustration in her whimpers heralded a turning point.  She began to slow, and the rapid circling of her fingers lost their fluidity.  The repetitive motion so soon after pushing her muscles in a workout was taking a toll.  As soon as James recognized the signs, he took action.

Her eyes popped open when she felt him shift – his abdominal muscles bunching as he lifted up to brace his left elbow behind him.  He looked into her eyes as he reached out with his right hand and stilled her fingers.  She quickly nodded and moved her hand.

Amy cried out and her eyes widened as he put his fingers in motion – rapidly strumming over her clit.  She slipped her fingers into the creases behind her knees, clenched her teeth, and her hips resumed oscillating with renewed vigor.

James grunted when the first backstroke yanked particularly hard on his erection, but his fingers didn’t falter.  What little ground she might have lost on her race toward climax, she made up quickly as she went wild atop him.

He could see in the tightening of her features and feel in the tightening of her pussy that she was rushing headlong toward a peak.  She grunted with effort and breathed hard.  Her dark hair waved like a banner, sometimes obscuring one side of her face or the other.  Her breasts jiggled, and the cleavage between them narrowed each time her hips moved toward his feet, only to widen as her hips rushed forward once more.

“Come for me,” he rumbled.

There was obvious strain in her voice when she responded with a loud, “Oh yes!”

Sweat beaded on her forehead and created a sheen on her smooth skin.  A few errant strands of her dark locks stuck to her face briefly, only to be yanked free soon after by the frantic pace of her ride.  James fought against the fatigue in his wrist caused by the uncomfortable angle.  He was certain she was on the verge from the bloom of color that had spread from her face down to her neck.

Amy locked her narrowed eyes with his and cried out, “Oh!  Oh!  Oh m-my g-god!”

“Yes!” he barked in response, certain that she was there.

Amy drew in a noisy gasp just before her head lashed forward, and then back.  She yowled in ecstasy to the ceiling above as orgasm ripped through her lithe, sweat-dampened body.

James bumped his hips in short, pseudo-thrusts, even as hers bucked from her throes.  She thrashed atop him, screaming and yelping as wave after wave of climax assaulted her.  Though nowhere near an explosion of his own, euphoria still flooded through him from the sight of her coming so hard with his cock buried inside her.

A hand slapped against his chest as she leaned over him – a final scream pinched off into a squeak.  Her eyes were rolled up in her head, and her mouth remained agape in support of the rapid, broken gasps that wracked her body.  James kept pumping his hips and wriggled his fingers as best he could, drawing out her orgasm for as long as possible.

Her eyes snapped into focus and widened as a particularly strong gasp filled her lungs.  She cried out as she lurched forward and rolled off him onto her side.  Amy curled up into a semi-fetal position – trembling and twitching as she panted for breath.

She curled even more when he shifted on the bed, though she relaxed when he brushed his fingers against her cheek in a reassuring gesture before pulling his knees under him.  James turned on the ceiling fan, but quickly yanked the chain twice more when her skin prickled with gooseflesh from the first strong kiss of cool air.

That initial rush of air had also alerted him to just how wet his balls and pubic hairs were from her juices.

James retrieved a small towel he’d prepared, and used it to daub at the sweat on her forehead, face, and back until she eventually uncurled.  It took some time, but she eventually recovered enough to sit up and drink from the insulated tumblers he had ready and waiting.

Amy blushed and giggled as she put her tumbler on the bedside table and saw him gazing at her, wearing a wide smile.

“You’re amazing,” he said.

“No, you,” she countered, and then gave a little start.  “You didn’t come?” she asked, having apparently just noticed his still rock-hard erection.  She dipped her fingers between her legs and lifted them covered in her honey.  “This is all me?”

James drew her hand toward his lips, sucked her nectar-drenched fingers, and moaned, “Mmm hmm.”  The taste of her set his cock to bobbing even more energetically.

Amy shuddered as he surrendered her fingers.  She bit her bottom lip, took a deep breath, and reached toward his cock.

James intercepted her hand, and once again brought it to his lips, but this time to kiss the back of it.  “We can take our time,” he said.

She smiled, whimpered, and said, “If you insist,” as she leaned into him and snuggled closer.

James kissed the top of her head as she kissed his shoulder.  He ignored his erection protesting mightily to bask in the warmth of her closeness and the scent of her hair.