My wife Kay and I had worked late again, and by the time we got to the gym, we had only twenty minutes until closing.

Lynne, the night manager, was used to this, and while everyone else was chased out at closing, she let us continue our workout.

We had been members for over five years and always re-registered with her. Lynne was twenty-four and had just recently graduated from college.

Majoring in sports sciences. She was a soccer player and had great legs that seemed to go on forever.

She was about five feet eight inches. She was taller than Kay and me. Her black hair was usually pulled up in a bun, but I had seen it down, and it hung below her shoulders.

Her dark eyes were like a thunderstorm rolling in across the sky. The features of her face pulled you in, and you would catch yourself staring at her Italian aquiline features.

Her beautiful lips always sucked me in. Her lips are so puffy that you know you couldn't stop kissing them once you started.

She moved with the confidence of an athlete on long, strong legs that ended at a beautiful compact, heart-shaped ass and sported a nice pair of perky C-cup boobs.

She had kept after us and made sure we stuck to our fitness plan, never calling it a diet.

We were in pretty good shape, and both looked younger than our actual age.

Kay was forty-one and I, having just turned forty-five. We were both five feet six, and while Kay was slender with C-cup breasts, gentle flaring hips, and a beautiful heart-shaped ass.

I was more like a tree trunk. Years of free weightlifting had given me legs that looked like tree trunks, with arms and shoulders like thick branches.

We were both happy in our careers and our lives. We still had a pretty good sex life considering we've been together for over 20 years. We still tried for sex at least three times a week, sometimes more.

Kay has beautiful shoulder-length red hair, deep green eyes, and a fair complexion that rarely needed makeup.

Kay had always been happy with my six-inch cock. While it isn't overly long, it was so thick that it took Kay a few minutes to get used to it.

Both when she was trying to give me head and most especially when we fucked.

Getting her to stretch out could be a painful experience, needing plenty of lube until things got loosened up.

We were thirty minutes into our workout when Kay was spotting me during a light bench press set.

Resting for the next set, she was standing directly over my face, and I was gazing directly up into her thong underwear and couldn't help but blow cool air up her shorts.

I saw goose bumps rise on her pussy. She shrieked and then smacked me playfully.

Laughing, I grabbed her ass in a way that she couldn't escape and pulled her down on my face. She was squealing and laughing as she tried to escape.

At that moment, Lynne was approaching us, laughing at us, and said, "Alright, you two, save it for the locker room.” We all laughed.

I said, “Like I would fool around in these locker rooms. You never know who could walk in."

"Nope, you never know. I am going into the women's sauna for a bit," she said over her shoulder.

"We'll be right in," I added.

As soon as I said that Lynne paused, turned, and smiled.

Kay smacked me again. "Hey, watch it, mister."

When I looked up, Kay was smiling, and I could see a deep smoldering in her eyes that I see when we're deeply involved in sex.

There's only so much you can do together after twenty years without going too far off the edge.

I stared at her and raised my eyebrows. A look she knew well, a silent communication that we've developed over the years.

One of questioning, she shrugged back, which meant maybe.

My night had just taken a very interesting turn.

After Lynne went into the women's locker room, I stood and took Kay in my arms and kissed her. She sucked my tongue into her mouth.

She suddenly seemed just as turned on as I was.

I grabbed that beautiful ass in both hands and squeezed tightly, releasing only to let my hands slide down beneath her shorts, gripping her muscular ass.

She moaned into my mouth, "Let's go into the men's sauna."

I stepped back a bit, stunned and smiling. "Are you sure?"

She reached down and squeezed my now hard cock as a way of saying yes.

"Let me go and tell Lynne. “

I wondered what that smile meant. My own depraved thoughts danced through my mind.

Kay was gone longer than I expected. I wandered into the locker room and waited. Ten minutes passed. Kay strolled in, her clothes soaked and her cheeks flushed.

"What in the world took so long? Why are your clothes all wet"? What's with the shit-eating grin?" I asked, laughing.

She grabbed my hand and said, "C'mon, lover."

I followed eagerly as we headed towards the sauna. Then I asked, "What's going on? Lynne said the front door was locked, and she still wanted to tan, so we've got at least half an hour.”

"You clown," she said.

"This way, " I said, pointing to the left.

I grabbed several towels off the rack, headed straight into the sauna, and held the door open for her.

We scrambled quickly so there was minimal heat loss.

I threw the towels on the bench standing behind her. I grabbed her and held her tight, kissing her neck and letting my hands run over her breasts.

I reached down and slowly pulled her T-shirt up.

As her arms went up, my hands slid along her rib cage.

Planting soft butterfly kisses on her shoulders, tasting the remnants of her lingering perfume mixed with the saltiness of her sweat.

My hands roamed over her stomach and tits, then the sports bra went.

My fingers traveled along the band of the jogging shorts as I pulled the drawstring loose.

I slowly dragged my nails up her stomach to her nipples that are like rocks.

Now the sweat has beaded there dripping like teardrops, moving toward her lips.  

My hands grabbed hold of her long red hair, pulling her head back.

I bit her neck. She shivers beneath me. We've both enjoyed the light sting of pain and some playful bondage in the past.

Never having children, her tits are still firm.

I flicked one of her nipples, then I sucked on it, and my hand is pinched and rolling the other one.

Her moans escape her lips as beads of sweat run down her neck in rivulets between her tits.

I then kissed her and started dragging my tongue down her body, teasing her navel, planting kisses down to the top of her shorts.

On my knees, I pulled her shorts down over her hips. Shuffling her feet.

"Baby, please hurry," she said breathlessly.

I buried my nose in her small patch of bush. It's shaved, but with a wide runway.

With her now naked, I lifted her and placed her on the upper bench.

Her entire body is now covered in a sheen of sweat.

Kay said, "Get your clothes off, baby."

I stripped my sweaty clothes off in record time and got on the bench in front of her and started kissing my way up her now spread legs.

Kay’s hands grip my hair, and she shoves my face into her already wet and spread pussy.

The sweat is mixing with her wetness as my tongue starts lapping at her clit lightly.

I began rubbing it with my thumb as I spread her open farther and start to slowly slide two fingers into her already wet pussy that is getting slicker.

Kay’s moans are getting louder, and her breathing is faster as my fingers slide in faster.

I'm loving her clit just the way she likes it.

Kay’s hands tighten on my hair, and she pulls me in tighter to her pussy as I suck it in between my lips, flicking it with my tongue.

Her thighs come together, and I feel my fingers being crushed inside her pussy as I'm rubbing her G-spot.

She starts to climax as I can barely breathe with my face buried so tight in her.

Kay’s head is thrown back with her legs shaking. She lets out a loud, long moan that matches my attempt to breathe.

I'm finally able to free myself as she winds down and her muscles relax.

She smiles at me in total contentment.

Leaning into me and taking my face in her hands, she starts kissing my face that is soaked in spit, sweat, and her cum.

I reached for a towel to wipe my face, but she started running her tongue over my lips and nose, cleaning my face like a cat.

Kissing me, she gets to her feet on shaky legs, smiling. "Your turn, baby."

She stepped down from the bench, took my hand, and guided me to switch places. She took a second towel and folded it to kneel.

I yelled out as she shoved me back onto the hot cedar of the sauna.

Taking hold of my hard cock in one hand and cupping my balls in the other, she kissed the head, and then her tongue glided underneath from the base to the tip.

Sucking on the head, her tongue finds and splits the opening, and her hand tightly grabs the shaft.

She began sliding and rotating her hand, holding the shaft like she had grabbed the bottom of a baseball bat.

She was moving it up and down faster from the base to the crown, bobbing her head down on the first couple of inches, her hand moving faster.

I took hold of her hair in my hand, and as I looked up at her I saw Lynne peering at us through the window in the door.

Startled at first, I smiled at her.

She was shocked at being caught just as she was licking her lips.

Lynne stepped back, but I shook my head and silently waved her in.

She paused, uncertain of what to do, all the while never averting her gaze from me or Kay's naked ass and bobbing head. I waved her in again and nodded my head back.

She took a tentative step forward and reached for the door. She entered, wrapped in nothing but a towel that covered those beautiful breasts and ended just inches below that promised land that I now believed I would be entering soon.

I smiled as she opened it. Kay froze mid-stroke with my cock still stuffed in her mouth.

I was almost afraid she was going to bite down.

Instead, Lynne came forward and gently touched Kay on the shoulder. "I told you I might stop in."

Kay looked up. "I wasn't sure if you were serious.”

"That kiss wasn't serious enough for you?” Lynne asked.

I said, "What did I miss when you went into the women's locker room?”

Kay said, "Well, I went in to tell Lynne that we were going into the sauna, and I walked in, and she was naked. I guess I was staring a little bit too long."

Lynne chimed in, "I asked if she liked what she saw since I was all sweaty.”

Kay said, “I was a little embarrassed, but admitted to her, and to myself, that I did."

Lynne was staring at Kay and at my cock. When she said, “She did do that.”

I asked, “What did you like? She still has a great body was still so tight.”

I got up and helped take her t-shirt and sports bra off.

She leaned into Kay and her tongue snaked out and flicked her already hard nipple. She took it between her lips and sucked.

Lynne had placed one hand on her stomach and the other hand wrapped around to the opposite hip.

A moan slipped from Kay's lips, much as when I had licked her to her first orgasm.

Lynne's left hand slid down Kay's belly, and her finger began slowly circling her clit.

I was still sitting on the upper bench with my lonely and ignored raging hard on that just a minute or two ago was on its way to ecstasy.

I couldn't take it anymore. Watching my wife getting more attention than me was more than I could handle.

I stepped down and relieved Lynne of her towel.

She glanced up at me, and I knew that all my lustful thoughts of what her body looked like were dead on.

I reached over and started feeling that great tight ass. I slid my fingers down until I reached her rosebud. Pressing gently and just slowly circling it. Sliding farther down, reaching the entrance to a bare pussy.

Lynne had been rolling Kay's nipples between the fingers of one hand as the other hand slid into her slit and was driving my wife to yet another orgasm.

Kay’s moaning was becoming louder. Her thighs were tightening as they kissed.

I could see that their tongues were exploring each other's mouths.

I slid my fingers back and again pressed Lynne's back door to gauge her response.

She started to press and wiggled her hips back at me. She eyed me up, and I could see a twinkle, but I wanted to make sure there was a verbal yes before I pressed on.

Instead, I let my hand slide farther back down to her pussy.

Her thighs were slick, her juices had been running down her pussy, mixing with her sweat.

I started pressing a finger to her hot button but was having trouble.

Lynne lifted a leg and put a foot on the bench, giving me much better access.

The girls had continued their mutual nipple and tongue attacks.

When I started rubbing on Lynne's clit she began moaning loudly into Kay's mouth.  

She pushed back from her and tried catching her breath. "Let's move this party to the bench," she said, smiling. Kay, my love, come to lie down here for me."

Lynne spread a couple of towels out. Holding Kay's hand as she lay on her back, she leaned in, kissing her lips and quickly kissing her way down her belly, down to her navel, after swirling her nipples a couple of times.

Grabbing a few more folded towels, she placed them in between Kay's now bent legs.

Smiling at me, she grabbed two more, handed them to me, and said, "These are for your knees."

She leaned in and kissed me while she slowly started to stroke my still hard cock.

She pulled back, still stroking, and knelt on one knee. Smiling up at me, she leaned in and wrapped her mouth around the tip of my cock and got it wet.

It popped out of her mouth, and she spat on it and kept stroking.

Turning on the bench and towing me behind with cock in hand. She knelt between Kay's legs with her ass up in the air.

Lynne leaned into Kay's pussy.

I got behind her, grabbed my cock, and rubbed it up and down her slit.

Then I rubbed the head directly on her clit, coating my dick with her wetness. Spitting in my hand, I rubbed it into her pussy.

I started pushing in. I moved slowly, knowing that she might have problems taking it in.

She braced as I grabbed her hips and began pushing in slowly, a little and then pulling back.

I gave her a second and started to push forward again. I went a little farther and with more force.

I stopped again, giving her a second to adjust, pulled back, and then suddenly pushed all the way in.

I could feel her adjusting and wiggling her ass around to get comfortable.

She looked back and just gave me a Cheshire cat grin.

Lynne went back into Kay's pussy as I slowly started to slide in and out of what turned out to be a very tight pussy.

Kays had a way of tightening up after a few days and always made sex great, but this was a new type of tightness.

I asked, "Lynne, when was the last time you were fucked?"

Pulling her face from Kay's pussy, "With something this thick? Never! It's been several months since I've had sex with a guy, and he wasn't half as thick as you are."

Her face again went to Kay's pussy as she was moaning louder. I gripped Lynne's hips tighter and started to pound her ass, shoving her face into Kay's pussy, making it hard for Lynne to continue but causing both to moan out loudly with pleasure.

"Lynne, turn over," I said as I pulled out with a loud plop.

Lynne looked back, almost upset at first.

She rolled onto her back, motioning for Kay to turn over and kneel above her.

The three of us were quite the sight in a train.

I was scooting up between Lynne's legs. Her knees were up, ready for me to slide my glistening cock into her now wet and open pussy.

Kay was on all fours, her elbows resting on a towel, looking back, her pussy hovering over Lynne's face.

Sweat poured off all three of us, our skin hot and red from the heat.

I got close enough to reach Lynne's pussy, bringing her knees up to me as I went.

I lined myself up, grabbed her hips again, and slid in.

She sucked in her breath as I slid all the way in.

Lynne grabbed Kay's hips and pulled her down to her mouth, attacking her clit. She slid two fingers into Kay's gaping wet pussy and kept flicking her tongue on her clit.

Kay's hips were shaking and shivering.

I could tell that she was getting close to cumming again.

I leaned forward deep inside Lynne and slid a wet finger slowly into Kay's tight ass.

Lynne's two fingers were deep in Kay, working her g-spot.  

I was sliding my finger in and out slowly and could feel her tightening down, gripping my finger tighter. Her hips began to shake.

She threw her head back as a moan began deep inside of her.

Both of our fingers were trapped inside of her, as Lynne kept a lip lock on her clit and continued the assault on her g-spot.

Kay continued to shake with cum streaming from her pussy as I finally pulled my finger from her ass.

I was so fired up seeing my wife getting off by a woman's tongue.

Kay had all but collapsed in a heap, lying with her head next to Lynne's.

I was sucking and gently biting her nipples, my hips bumping hers again.

Her eyes were clamped tight as she was sucking wind.

I sat up, letting my fingers scrape down her chest and rib cage, leaving trails cleared of sweat.

Kay had recovered a little by now and rolled into Lynne, starting to kiss her.

She went to her lips and then moved down her neck, slowly planting kisses and dragging her tongue, nipping her with her teeth.

She made her way to her nipples as I was getting into a hammering mode.

I pushed her thighs back to her tits. I was pounding into her now. Lynne's breathing was hard and fast, moaning loudly.

She was clamping down on my cock as I rubbed against her clit. I pulled back and started short stroking and just rubbing against her lips with Kay's fingers on Lynne's clit.

Kay's lips went back to her tits as I slammed into her again.

Right then she exploded, moaning out in one long, "Fuck." climaxing on my cock.

I kept thrusting, trying to catch up to her. She was shaking as I kept pumping. " I'm close," I yelled out.

Kay moved down as I pulled my cock out, stroked twice, and spurted all over Lynne's stomach, shooting all the way up to her tits.

Kay pumped my shaft and sucked my head, trying to get the last of my cum milked out.

Lynne was scooping up drops of my spunk and sucked her fingers clean.

Kay started licking up the remaining cum from Lynne's chest, kissing and swapping cum back and forth.

When they had finished, we all shared a kiss and sat back leaning against each other, arms entwined, basking in the glow of our mutual satisfaction.

After resting for several minutes, I suggested we get up and all jump in the shower.

We are now best friends with benefits.