A few weeks had gone by. We put focus into working out, and getting into shape. We were both getting busy at work, and add to the fact that Diane’s ex-husband was away, and could not take their son on occasion, Diane had very little free time. We made sure to make time for workouts, and while I would spend time at her home, I still respected her desires. I had not slept over while Sean was there. A couple of times, Diane nearly caved. She appeared to be getting frustrated, and we could not even mesh out lunches together. Being adults, we just grinned and tried to bear it. During this time, I had behaved, and not tried to add to her frustration. The devilish side of me at times wanted to drag her into a dark nook in the office, and get her worked up.



I could imagine pulling her blouse and bra up, latching my lips onto her nipple while sliding my hand up her thigh, under her skirt. Or, rip her panties off, unzip my slacks, and pick her up, sliding her down on to my cock slowly, and then pretending to have heard someone coming in either case, and pulling away to get ourselves presentable again. The idea of Diane walking around the office without any panties on is one of my fantasies. We would be the only ones to know, our private little secret that we kept from all the others.



Diane stopped by my desk, asking me if I would go with her to a wedding in a couple of weeks. Her young cousin was tying the knot, and asked that I accompany her. It would be a day trip, no overnight stay. That was too bad, we could use a night in a hotel, but I agreed to go.



“Good. I have seen your closet, so we are going to have to find something nice for you to wear. Business casual will not do.” she said, remarking on my wardrobe. She was right, the best I had was what I wore to work. I had a couple of suits, but they were very business like. “How about we stop by Bauman’s right after work, then we head to the gym?”



“Ok, what time do you have to get Sean? Might be a short workout.”



“My neighbor is watching him, so I just need to let her know I will be a little later. It should be fine.”



“Works for me.” We planned to meet at the store, then we would head to the gym. Afterwards, she would head home, as would I.



At five, I closed out of my computer, put my paperwork away, and took off, just ahead of Diane. I got to the store, saw they closed at 6, so we had enough time. As I looked over a couple of things, I saw Diane walking in. She stopped near the door, and pulled out her cell phone. She talked for a few minutes, then dialed a number, and talked for a couple more. I was still browsing when she finally came up to me, and told me that Sean’s dad was going to pick him up, and take him to dinner. He would drop him off later, around 10, so we had a little more time. My mind went right to the gutter, but she playing it cool.



I picked out a few things I liked, and she put them back, picking out a few things that she liked. I headed to the changing room, and put them on. She picked a suit, shirt and tie. I have to admit, I did look good in it. I came back out to show her, and she said that was it. I headed back in, and she followed with me with a different pair of pants, same color, but without pleats, she said.



“Here, try these instead. I think the flat front will look better on you.” She sat in the changing room while I tried them on. She decided she was right, and I would get those pants instead.



“So, off to the gym from here?” I asked while beginning to undress.



“Yeah, then I will cook you something so you are not stuck with Hot Pockets for dinner.” She hung the shirt and coat up. I began thinking to many of the dinner she cooked for me. We would end up at the table nude. I felt myself starting to get hard as I thought about those times. My favorite still had to be when I had my tongue in her pussy while she talked to her ex on the phone. When I slid the slacks down, my cock popped out the hole in my boxers, pointing directly at Diane.



“Mmm, someone is having impure thoughts.” She reached her hand out, and gently stroked me. A shiver ran down my spine, the touch was exquisite. She began to lean forward, and I became even more excited. An unsolicited blow job in a changing room would be wonderful. She brought the head to her lips, gave it a quick kiss, running her tongue underneath. She then pulled away. “Now, get dressed so we can get to the gym.” She eyed me with a wicked grin. She would have to pay for that.



I made the purchase, and we departed. I arrived ahead of her again, and went straight into the locker room to change. When she walked out from the locker room, we went to the bikes, and elliptical runners to warm up. Once we were ready, we decided to run a circuit, moving quickly to build up a sweat. The place was empty at the moment, so we had no problems getting to any of the machines. We moved from station to station, working out at the same time. I would do legs, she did shoulders, I did back, she did legs etc. We did this for nearly two hours. Time seemed to fly, and I had a lot of tension built up to burn through.



It was near 8 now, and we were both tired, and drenched in sweat. Diane was a bit out of breath when she asked, “Loosen up in the sauna, then head out after a shower?”



“Why not. Meet you in there.”



I decided that I might as well just keep my shorts on. I stripped off my shirt, shoes and socks. At the last moment, I decided to take off my underwear as well, and just wear the shorts in, if for no other reason that all the heat, and confining the package could be uncomfortable. As I headed out the back exit, Diane got my attention. She just had her head sticking out. “I forgot my suit. Make sure no one is in there for me.” I walked to the sauna, found that it indeed was empty, just like the rest of the place. I walked towards the ladies locker room. She saw me turn the corner. “All clear.” I told her. She stepped out wearing a towel. I blocked her path, causing her to stop just out of the common hallway between the sauna and the locker rooms. I returned the wicked grin she gave me earlier, and quickly pulled the bottom corner of her towel away, finding nothing but bare thigh at first, and a glimpse of her pubic hair as I pulled it further out.



“Very nice.” I told her, and headed for the sauna door. I noticed her chest, shoulders and neck start to turn red as the blush spread into her cheeks.



Once inside, I settled down on the bench. Diane followed, and laid down with her head on my lap. I noticed the opening of her towel was on the inside, easy access for me while keeping somewhat discreet. I let her get comfortable, and rested my arm beside her, then slowly started drawing it up her leg. When I reached the towel, I slipped under it, but before I could get very far, she stopped me.



“Hey now. Be good.” With those words, she got up and turned around. She laid down on her stomach, with her legs towards me. Her knees were against my thigh, and her feet were in the air. “Would you rub my calfs for me? They ache.”



I started with her outside leg, giving it a good rub down. After a few minutes, I moved to the other leg. She rested her head on her arms, relaxed as I moved from ankle to knee. I turned myself slightly, and began rubbing her hamstring, pushing my thumbs gently into the muscle. I worked up a bit, and then back down. Diane let out a sigh, shifting to give me more access to her leg. A few more minutes of this, and I was just rubbing her leg, from butt to knee. She did not mind this contact under her towel. I knew what I wanted to do, and I finally went for it. I started moving my hands back up her leg, and when I reached her butt, I let my left hand keep going. I moved my hand over her cheeks, with my middle finger tracing between. She moaned, and began to voice her protest as I started back down. As she felt my hand retreat, she was quiet again, but as my finger tips reached the top of her thighs, I moved forward again, my middle finger burrowing between the flesh of those globes. I found what I was looking for, and gently probed her ass with my finger, and slowly gained entrance. She inhaled sharply, and began to rise up, but as my finger worked into her ass, she put her head back down, and groaned. She had truly come to enjoy the feeling of having her ass played with.



“Ohhhhhhh, fuck.” I started to twist my finger, moving it in and out. “Ungh, God, don’t stop.” I started picking up my pace, moving my finger a bit faster. She began to move her hips, rolling them with the movement of my finger. She began to mewl, quick little whimpers of pleasure. I could not take much more. It looked like she couldn’t either.



“I need to be inside of you, now.” It was more commanding that I wanted, but it worked, all the same. I pulled my finger from Diane’s ass, and she moved from the bench. She moved in front of me, pulling my shorts down. Once my cock was free, she turned around, facing away from me, and began lowering herself down. I was shocked when she did not guide me to her pussy, but instead she placed the head at her ass, and she began pressing down. The sweat and steam helped, and after a couple of tries, Diane let out several sharp, short gasps as I slid inside of her. She held herself with the head of my cock just inside of her ass.



She pulled up a little, then pushed herself down, forcing me in a little deeper. Up again, straining her sphincter around my cock, then back down again, each time sliding my cock deeper. Finally, Diane was sitting on my lap with my cock as deep inside of her as it could be. All this time, she kept her towel in place. While she rested, I slid my hand into the split on the side, and rubbed my fingers through her pubic hair, and slid my finger down, pressing it on her clit. I felt her clench around my cock as I began rubbing over it, making her squirm on my lap. I moved further down to see just how aroused she was. Her pussy was on fire, her thighs coated in her arousal and sweat. She twisted her body, and planted her lips firmly over mine. Her kissed grew more aggressive as I returned to playing with her pussy. Her ass squeezed me tightly, working to milk the cum from me.



We were sitting directly across the room from the door, but failed to notice that someone had approached. It was only with the sound of the door opening that we realized it. I quickly pulled my hand from under the towel, and Diane sat up straight, but in the shock of the moment, she clenched her ass hard, making me groan. If all of this was not a sure sign of our actions, my shorts laying on the floor were. Her towel did a good job of covering up nearly everything, except for the sides of my legs, and butt cheeks.



“Oh, excuse me.” said the intruder. I looked up to see a female in a one piece suit. She turned her face away from us.



“Uh, no problem.” I replied. I was embarrassed, so Diane must be mortified. The lady who had just walked in, turned back, and must have taken my response as an invitation, because she sat near the door. She moved shyly, uncertain of the situation. She sat down, leaning forward, face towards the floor, or to the door, but not looking at us. I started to lean to my left to pick up my shorts. As I did, Diane let out a muffled moan, bringing me back to upright. I looked over Diane’s shoulders, which were right red at this point to the newcomer. She was now looking our way. I whispered to Diane “Lift up a little so I can grab my shorts.” She glanced back at me. I placed my hands on her hips, and as I put pressure, she lifted just a little. I could not see, but by the looks of our voyeur, Diane was showing her pleasure. I reached over quickly, and brought my shorts to the bench next to me. I looked over Diane’s shoulders again, and saw we were still being watched. Seeing she probably would not be fleeing the room to call the police, I got a little braver. As I was sitting upright again, I lifted my hips, thrusting into Diane again, lifting her higher. I returned to sitting again, pulling out of her ass nearly halfway. I then pulled Diane down to me. She rolled her head forward, but did not resist as I urged her back up again.



In front of this strange woman, Diane began to slide herself up and down on my cock. I took a moment to get a good look at her. She appeared to be a bit younger than us, maybe late 20′s. She was tiny, maybe 5’3″ at most, but had nice figure on a small frame. Her hair was long, dark and straight, pulled back into a pony tail. She kept her eyes low, as if trying to see through the towel that hindered her vision. I slid my hand back under Diane’s towel, making sure to keep everything covered, and slid my fingers between her legs again. She was just as wet as before, finding this to be as arousing as I. I reached forward, and slid two fingers inside of her pussy as she continued to fuck herself on me. I began pumping them out quickly, and Diane responded with a passionate cry. The woman watching us was flushed, and breathing heavy, but otherwise unmoving.



I pulled the towel away at the bottom to provide our companion her first look at our activities. Diane was non the wiser to my actions, but the stranger gasped. Perhaps it was just the scene in general, or the fact that she could see my fingers in Diane’s pussy, and my cock in her asshole. Her legs came together, and she began to squirm. My left hand moved to cup her breast through the towel, and her nipples were evident. I tried to open her towel all the way, but realized she had some clip on the top which held it in place. I pulled the bottom open, allowed me to show her breasts to our guest. I began to pinch and roll her nipple with my free hand. Diane was completely oblivious to everything else but the sensations going through her body, and the fact she was being watched.



I watched as the woman dropped to the floor, and moved closer towards us. I pulled my legs wider apart giving her a better look. She sat, and watched my fingers and cock entering Diane’s body, and I could now see her nipples hardening through her swimsuit. I moved that hand up to her other breast, and began giving it the same treatment, leaving the view of my cock in Diane’s ass unobstructed. She leaned back into me, making the view even better, and that is when the stranger gasped, saying “Oh my God, he’s in your butt.” This shocked Diane back into reality, and she bolted upright, looking at the source of the noise. It was then she realized how much on display she was, and she began to pull the towel back into place.



“We should go.” she said.



“Does it hurt? Having it back there?” the other woman asked, still staring between Diane’s legs.



Diane did not answer. I whispered to her “She has already seen everything, and I think she likes it. Might as well tell her how much you like it.” I started sliding her butt around on my lap, drawing a sigh and a moan. I placed my hands back on her breasts, and returned to rolling her nipples between my fingers, and kissing the back of her neck.



Trying to prod things along, I asked Diane “How does it feel to have me in your ass?” I looked to the woman kneeling in front of us. She looked from Diane’s breasts to my cock moving slightly in her ass. “Go ahead, tell her. She wants to know.”



Diane hesitated, but finally answered. “It feels wonderful.” She finally started moving again, sliding up and down on me.



I watched in alarm and curiosity as the woman brought her hand up to Diane’s thigh. She did not seem to take well to another woman’s touch as demonstrated in the horse costume. This might end the encounter quickly. To my surprise, Diane did not react. Soon, I felt her ass contracting around my cock, and she began letting out sharp cries of pleasure. I could feel the intrusion of the ladies fingers as they worked their way inside of Diane’s pussy. The feel of my fingers was nothing to what I felt now. I wondered, did she have her fist in her? I felt Diane start to shudder, and she yelled out as she had an orgasm. Normally she likes it faster, but this time, our movements were slow and deliberate. I felt her arm come forward as she pulled the woman’s hand away, and she stood up, pulling off of me.



The woman sat back, looking at her hand covered with Diane’s juices. I stood with Diane, and pulled her to me, kissing her. She returned my passion, and reached down to stroke my cock. “I want to cum inside of you.” I told her. “I want to cum in your ass.”



She smiled at me, and I guided her to lay face down on the bench. I moved behind her, and she lifted her ass into the air. I lined my cock up, and slid it deep into her pussy. I pumped inside of her a few times, and pulled out, placing the head against her ass. I looked at the woman on the floor, and motioned her closer for a good look as I entered Diane. With a look of awe while she watched, I pushed inside, stopping only when I was all the way in. Diane exhaled all the while. I gave her a moment to adjust, and began moving, pumping slowly. The stranger sat back to the side, and pulled her swimsuit bottoms aside, and began rubbing her pussy frantically where we could both see her. I found the thought of her rubbing Diane’s juices into her own pussy very erotic, and it spurred me along, moving faster. The exertion was starting to make me light headed in the hot room, but I was going to see it through. I moved faster, Diane grunting, then moaning and panting as I violated her ass. I watched the stranger rub herself, and when she moved a finger back, and tested pressing it into her own ass, I felt the tingles begin. I was getting close. After a couple of tries, she slid three fingers into her pussy, and pumped them quickly.



She began crying out as she came, and I let my own orgasm barrel over me. Diane’s cries had become frantic as she approached her own orgasm. I let out a groan as my cum flew from my cock, deep into her bowels. As I buried myself as far as I could, Diane let out a high pitched noise. Not quite a scream, but she bore down on me and shook violently. Her ass milked the cum from me, and left me spent.



I extracted my cock, and sat back, panting. Diane remain laying on her stomach, chest heaving. I stood up, and helped Diane up, putting endless passion into another kiss, which she returned. I reached down, offering a hand to the woman who just watched us, and helped her up. When she took my hand, I could feel the mixture of Diane’s and her juices on her fingers. This caused my dick to stir a little.



“I’m Amanda.” she said as she rose. “I guess it’s only fair that I introduce myself after that show.” We introduced ourselves as we left the sauna. By the clock in the hallway, this entire scene only took about 20 minutes. I told Diane that we should clean up, and get going, that we did not want to be late for our dinner date, offering an graceful out. As Diane and Amanda headed to the woman’s shower, Diane began to look a little sheepish. I only hoped that she would not later regret this.



I quickly showered off with cold water, and dressed. It was not long before Diane appeared, hair still wet. It looked like she wanted to leave as quickly as possible. We left the building towards are cars.



“Everything OK?” I asked.



“Yeah, it was just strange to be in the showers alone with her after that.”



“No regrets?” She was quiet for a moment. “Really, are you OK with her touching you? She did it on her own, I did not ask her to.” With her silence, I was thinking she may blame me.



She stopped and looked at me. “No, I admit that it felt great. I wanted to stop her, but I couldn’t. It’s hard to explain, but when you are doing things, there is a pattern. The movements are similar.” She began to blush. “It was just so intense not really knowing what was happening. It was such a mixture of feelings looking down at her. I kept wanting to stop her, but she had four fingers in me, and I also hoped she would put it all in.” She was bright red as she recounted the scene. “I wanted her to put her entire hand inside of me. God, is that bad of me?”

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