I entered the gym at my usual time, 11:30 PM. I enjoy working out late because there is never anyone in the free weight section and never anyone swimming that late, so I have pretty much full run of the place, except last Tuesday night. Now I’m 27, 5’6″, 155 lbs, well cut (work out six times a week -2 hour sessions) but I was graced with a huge cock, 9 1/2 inches long limp (11 1/2 hard), 2 -3 across (depends on how aroused I am). You can imagine the teasing through high school and college, especially for my small stature.

Anyway, I’m over doing my regular biceps routine when across the way walks in this incredible woman. I couldn’t get a good look at her due to the distance but from afar she had the most gorgeous red hair, perfect c/d cup perky tits, tight ass in a thong leotard and visibly well muscled legs. I live in Vegas and sometimes strippers come in late to workout on their nights off, so I thought that was the case and kept focus. After about 20 minutes, I notice she’d moved to the stair-master machines about twenty feet away. Her back was to me and she had the most amazing form I have ever seen. I’ve dated a few bikini models and strippers in the past and from my vantage point this woman had them all beat! I was completely captivated by her ass ; it was perfect. So I decided to walk past her and jump on the treadmills.

Now, I hate running, and all those guys out there with huge dicks know what I’m talking about. You need a pretty hefty jock to keep everything in place and then it chafes beyond belief. I start running, and due to the fact I had my regular jockies on my dick was definitely moving to the motion. Apparently the woman across the way noticed. She was straining to get a better look, staring like nobodys business. I love it when they stare at my cock. It is a very powerful feeling. Up to that point I hadn’t had a very good look at her face but I was soon to see her up close.

She finished on the stair master and made a b-line to my machine. As she approached I noticed she was older, not a few years but considerably older. I couldn’t believe my eyes, she had the nicest body I had every seen and initially I placed her age at maybe 50 years old!!!!! She had a beautiful face and it is hard to imagine what she looked like in her twenties! She was about 5’10”, and built like a fitness model. The entire time she approached her eyes were fixed on my dick.

When she arrived, she spoke with a Georgian southern accent, “Darlin’, I just have to see what’s between those gorgeous legs of yours!” While I melted, I retorted, “Only if I get to see that perfect little ass of yours and you respect what is right here,” while grabbing my crotch. She smiled a crooked smile and said, “Why honey, I’ll do a lot more than respect it.” I asked if she wanted to take a dip in the pool downstairs and she nodded coyly.

I had to make a straight line to the locker room because I was starting to get hard and when that happens with me everyone notices. So I met her in the jacuzzi. Not a soul around. She came out in a triangle top black thong bikini, I was absolutely stunned at her body. I’d never even seen an 18 year old with a body like hers.

She took control and motioned for me and took my hand leading me to the steam room. The moment we went through the door we were in the most animal embrace I’d ever experienced. She rubbed my cock through my bathing suit, constantly repeating with disbelief “You are so huge!!! The biggest! Huge!” I confidently repeated, “Yes, and I know how to use it.”

I then took the upper hand, and asked her if she wanted to see it. She pleaded to do so. I played with her a bit saying that I’m not quite sure she can handle it and she’s going to have to treat it with the respect it deserved. She pleaded again. So I told her to get on her knees.

She followed my order and said, “Darlin’, I just have to see that cock of yours!” I instructed her to pull down my shorts slowly, she reached out and pulled them down and let out a loud gasp at what she saw. “I’ve never seen anything like it, not in all my years! You must be real popular with the ladies! Can I touch it?” never taking her eyes away from my crotch. I reminded her to respect it and before she could stroke it she had to kiss him on his head. By this time I was semi-hard. She gently pressed her velvet lips to my huge head. Then she took it in both her hands and gently stroked it, constantly in awe. “I can’t believe something so big can be on such a small body!” She softly spoke. I said, “I bet when you woke up the morning you had no idea you would be stroking an 11 1/2 inch cock on a 27 year old 5’6″ man.” She retorted back, “I bet when you woke up this morning you had no idea you would have a 55 year old woman built like me sucking your huge cock!” And proceeded to take my manhood into her mouth, she was an amazing cock-sucker!

She focused on my meat for at least 10 minutes, all the while with me telling her things like “You love my cock don’t you, I’ll be what you fanaticize about for the rest of your life!” I almost came a couple of times but kept myself for what I was really waiting for.

I told her to stand up and bend over. She promptly did so. I then asked her if she wanted my dick in her pussy. She replied, “Honey, I beg you to please fuck me with your huge cock, please! Please!” I then complied with her request and gently pushed my cock head into her. She felt like velvet. She blurted, “Oh my god! Even my dildo doesn’t stretch me like this!. . . I’m cumming, I’m cumming, I’m cu . . . oh god!” I had been in her maybe 10-15 seconds. She kept saying, “It’s fucking huge, keep fucking me, please don’t stop!!!!!!!!!” After about thirty seconds my entire length was in her, slowly working. She was constantly cumming, I was fearful that one of the staff members may hear her but no one ever showed up.

After about five minutes, I was coming to completion. I then blurted, “I’m almost there!” She replied, “Come inside of me, please I need to feel your cum!” I said with a clenched jaw, “Are you sure?” She said not to worry and I exploded inside her for at least a minute, which isn’t usually something I do. That day Peter North himself didn’t have anything on me. I was still hard and kept pumping till I came again about 10 minutes later.

After I stopped, I asked my partner her name. She said that she would only tell me her name if I would go home with her that night. Who was I to argue. I had just had the best sex of my life, with the hottest woman I’ve ever met that happens to be over twice my age!! I asked if she was married. She was widowed and living alone. I’ve been going over to her place every night since. One night she included a friend of hers, one that happens to be 30 and teaches aerobics, but that is another story altogether. Apparently she has a number of friends she wants to “introduce” me to. When it rains it pours.

– The End –