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It was my last year of High School. I was eighteen, and while other guys seemed to alll be getting beefy, and muscular, I was still slim. I could seem to gain weight, no matter what I did. So I decided to join a gym A friend recommended his, telling me he could get me a one month guest pass free. I took him up on the offer

My first time there was awkward. While all the guys were lifting or pressing, or pulling large weights, I was using the light weights. Some women were stronger than I was. When I was done, I went to the locker rooms, grabbed a towel, and after getting naked, wrapped it around my waist. That's when I noticed another unnerving thing: there were many men here. Actual men. I was used to guys my age, but here there were men ranging from young, to old, in all different shapes and sizes. My friend caught up to me, and told me he was headed home.

"Dude, you are drenched in sweat." I observed." Aren't you gonna shower?"

He cocked an eyebrow at me, then frowned.

"Not here, man. To many pervs. I'll shower at home. You should too. See you later." and he walked off.

I grabbed my soap, and headed for the showers, I wasn't used to so many naked men, so it took some getting used to. It wasn't like the school locker room, where guys mostly hid their cocks, for fear of being looked at, or worse,,seen with a hard o, and teased mercilessly. Here, men had their cocks out. I tried not to stare, for fear of anyone thinking I was gay, but I snuck peeks as often as I could. I was curious about what other men looked like. It was natural. I walked into the shower room, spotted an unoccupied spot at a faucet at the far wall, and proceeded to turn on the water. When the temperature was right, I got under the nozzle. There was nowhere to place my soap, so after lathering up, I placed it on the floor. As I rose, my eyes came level with the man next me's cock. I didn't mean to stare, but I couldn't help it. It was massive. It hung half way down his thigh, and was as thick as my wrist. I noticed the man looking at me, and, embarrassed, I promptly rose, and finished my shower. I turned the water off, grabbed my soap, trying to avoid eye contact with the man whose cock I had stared and, and went to the lockers to dry off.

I was towelling off, when the man from the showers walked in. He was naked, and his cock slapped from thigh to thigh as he walked. He walked right towards me, and I was afraid he was going to comment about me staring at his cock. Instead, he greeted me.

"Hi." he said, extending a hand, " You must be new. I haven't seen you before. I'm Douglas."

"Mark."I replied, " and yeah, my first day here."

He was older. Mid forties or early fifties, but in great shape. He had salt and pepper hair, and a ful, but trimmed beard. And he was hairy, but not overly so, his chest, stomach, arms and legs, were covered in thick, curly grey hair.

"Welcome to the gym!" he replied, sliding past me to get to his locker.

As he slid past, his cock brushed against my ass, and I felt a tingle go up my spine. I felt my cock start to stiffen, and hurried to dress, before my hard on was visible. Ingrabbed my gym bag, and started to walk away, when Douglas spoke.

"Nice to meet you, Mark." He said, "see you around." and he turned to face the locker.

I couldn't help but look at his cock again. This time, however, I noticed it was a bit stiffer. And I realized that aroused me.

"Yeah, you to." I stammered, and left the gym.

When I got home that night, I was somewhat troubled. I couldn't stop thinking about Douglas ' cock. I pictured it hard, rising wel above his belly button, and became aware of my own cock, and how hard it was. I went to my room, and after locking my door, I had a porn stash, but didn't need it. My mind was racing with images of Douglas ' cock. I started fantasizing about touching it, and as he got hard, stroking it. One thing lead to another, and I was imaging what it would feel like in my mouth. I pictured myself, on my knees before him, with his cock in my mouth. What would it feel like in my ass? Could I take such a huge cock. I was picturing myself on my hands and knees on a gym bench, as he fucked me from behind, and as he shot his load in my fantasy, I shot mine al over my stomach. I was confused by what had just happened. I'd fantasized about men before, but not like this. This was a specific man, and I was thinking of him, fucking me, when I came. What's more, I was looking forward to seeing him again. What was going on with me?

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After School, I went to the gym again, hoping to see Douglas. I'd been thinking about him all day, having to hide an embarrassing hard on as a result. I was glad to see he was there, but admittedly disappointed when he didn't acknowledge me. As with the day before, after finishing my workout I went to the lockers, and got ready to shower. My friend once again departed immediately, and I was actually glad for it. Now I could talk to Douglas if I saw him, and not worry what he would think. I didn't see Douglas in the showers, but when I got back to my locker, he was there. He was getting undressed, and when he took his briefs off, I could feel myself stiffening at the sight of his cock. I hurried to get my pants on, before he could see I was getting hard.

"Nice to see you again, Mark." he said, and my heart beat faster. "Good workout?"

"Yeah. I replied, " Though it seems, so far to be all pain, and no gain."

He chuckled, and said " You look fine to me. What do you do?"

I was blushing furiously. I was sure he'd just flirted with me, and I was overjoyed at the thought.

"Finishing High School. Final year." I replied. "You.."

"Doctor. General practitioner, to be precise."

"That must be rewarding."

It has its ups and downs. Hey, here's a tip: tomorrow is Friday. Come early, or come late. It's packed from noon to six."

"Well, early is ruled out, so I guess it'll have to be later. Thanks for the tip."

"No problem." he replied, and squeezed past me heading to the showers.

That night, at home, I jerked off while fantasizing about him again. This time we were in his office. I imagined sucking him off, while he sat at his desk, and letting him cum in my mouth. Just the thought was enough to make me cum, and I shot my load.

I thought about Douglas, and couldn't wait to see him at the gym! After School, my friend went to the gym as per usual. When I told him I was going later, he just shrugged.

"Suit yourself. After six, the place is dead. Hope you can find a spotter." and got in to his car, driving away.

I waited until six, and went to the gym. The parking lot was visibly emptying out. By the time I got in, changed, and went to the weight room, it was nearly empty. I was relieved to see that Douglas was one of the few remaining. He waved a greeting, and I waved back. We did our respective work outs, and little by little, people left, until it was just Douglas and me. We finished at the same time, and walked to the lockers together. When we were both naked, I couldn't help but stare at his cock again, and this time, he caught me staring, and looked at me directly. I turned beet red.

"I can't help but notice you keep looking at my cock. Is there anything I should know?" he asked, smiling.

Before I could stop myself, I replied.

"Sorry. It's just that, you have such an amazing cock. It's hard not to admire it."

"Are you gay?" he asked.

"No, but I have thought about it." I admitted sheepishly. " I even have fantasies.."

"What kind of fantasies?" he pressed.

I decided then and there that I wanted to have his cock in me, so I put my cards on the table.

"I fantasize about you." I said "Anout giving you a blowjob, and being fucked by you, and..making you cum."

I had played my hand, and was nervous. My guts were churning. I had effectively offered to suck his cock. What if he rejected me? What if I was too young, or he didn't find me attractive? My fears dissipated when I saw his cock stiffen.

He moved in closer, and as we both had stiffening cocks, they touched. Felling his cock on mine was amazing.

smiling, he said "And you've never done that before?"

I shook my head, and he moved an inch closer.

"So if I told you I wanted you to suck my cock?" He said in a low voice, letting the words hang.

Before I realized what Imwas doing, I had dropped to my knees, taken hold of his cock, and stroked it. It was immensely gratifying to feel it get harder as I stroked.

Looking down at me, he asked " You're sure you want to do this?"

I nodded, and he reached down, and pulled my head closer to his cock. I was ecstatic! I never thought I'd be so excited at the prospect of sucking cock. But here I was, about to open my mouth and give pleasure to an older man, and I felt sexy and horny as hell. I slid his large head past my lips, and into my warm mouth. I savoured the taste, running my tongue over it. I tried to slide more of his shaft in, but my mouth was already wide open, and I. Oils feel him getting harder still. I was afraid I'd gag, and ruin the moment.

"Not here." he said, and pulled his cock from my mouth.

I followed his lead, and got dressed quickly. I followed him to his car, and got in once he unlocked the doors.

"Your lips felt amazing on my cock, let's go to my place. "

"Yes, let's"I replied. And began rubbing his crotch through his pants. He started the car and left the lot.

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When we got to his place, he wasted no time. He took my hand and lead me to the bedroom, and started to get undressed. I followed his lead, and removed my clothes. He went and sat on the bed, and knowing what was expected of me, I went and knelt between his legs.

"I wanted to have you suck my cock from the moment we met." He said, "But I wasn't sure whether you'd be into it. Now I know you.re into it, and better still, it's your first time. I'll teach you how to make a man cum, the right way."

He started jerking his cock, and looking down at me, told me to lick his balls. I did as told, and licked his balls, swirling my tongue over them, and sucking them gently.

"Now the shaft. Lick it from to to bottom."

I ran my tongue slowly up his shaft, to his head, and down again. I curled my tongue around his shaft, and slid it, and my lips, up his shaft.

"Fuck that feels good!." he moaned. "Now work the head. Lick around the edge."

I ran the tip of my tongue along the edge of his head. Some precum had trickled out, and I licked it up, teasing his hole with tongue. He moaned again.

"Now suck it. Relax, keep your jaw slack, and just slide it in and out."

I took hold of his cock, and slid it into my mouth, taking it a little deeper every time.I could get about half in, before my gag reflex kicked in, but I didn't want to disappoint Douglas. I was determined to take every inch of his cock into my virgin throat. After I gagged the third time, he took hold of my head, and started sliding his massive dock, slowly, but surely into my mouth.

"Relax." he instructed, "And breather through your nose." and proceeded to bury his cock deep in my throat.

Once I got past the initial panicked feeling, and was breathing through my nose, I found I could comfortably deepthroat him. I looked up, and was thrilled when I saw him looking back. The thought of him watching thrilled me. I enjoyed knowing he was aroused by having his cock in my mouth. I relished the feeling of his cock filling me, enjoying the taste and texture of it in its entirety. He slid it out to give me a short breather.

"That felt good. " I said. " I love having your cock in my throat. I want to make you cum in my mouth."

Looking down at me, he nodded, and I slid his cock deep into my throat, enjoying having him all the way in me a moment, before, sliding it out and swirling my tongue around his head. I developed a rhythm, swirling my tongue around his head, sliding my lips around his shaft, until it was buried in my throat, then back again. Over and over, looking up at him the whole time, while he looked down at me. I was immensely pleased, knowing a I was satisfying him, and he enjoyed watching me do do it. I began to moan as I sucked, overcome with intense pleasure knowing a I was going to make him cum. I sucked a bit faster, and before long, he was thrusting, and moaning loudly. I felt his cock throb, and jet of warm, salty cum started filing my mouth.

"Fuck yes, Mark!" He growled. " Take my cum! Suck every last drop!"

He grabbed my head by the hair, and pulled his cock out.

"Keep your mouth open!" he commanded, and continued to shoot his load into my mouth, watching as he did.

Jet after jet shot into my mouth, onto my tongue, on my lips, my chin, my cheeks. It was thick, and warm, and I wanted every last drop! When he was done, he used his cock to wipe the cum off my chin and cheeks, and I licked it up. His cock was still rock hard, so I licked his balls, while stroking his shaft, all the while looking up at him.

"I want to fuck you now." He said, looking deeply into my eyes. " get on your back on the bed."

I did as he ordered, and lay on my back on the bed. He pulled my hips to the edge of the bed, and lifted my legs up over his shoulders.

"I want to fuck you bareback. Is that okay?"

I was embarrassed that I didn't know what that meant, but swallowed my pride, and asked.

"What's ' bareback'?"

"Without a condom." He replied.

I nodded. " You can fuck me however you want. I want to please you."

And I meant it. Being with Douglas made me feel great! I liked to please others, but with him, it was different. I needed to please him! I desperately wanted to satisfy him! He guided his cock to my right hole, and began slowly pressing his head in. It was painful. The further in he went, the worse the pain, but I was determined to deal with it if it meant he was getting off. He slid it all the way in, and held it there. The pain subsided, and I could focus on having him inside me more clearly. I loved having him deep in my ass, as much as I did having him deep in my throat. He slid it in and out slowly a few times, and what had been pain, was now pleasure. With each thrust, a jolt of pleasure overcame me. I felt like I was going to cum! He grabbed my ankles, and pushed my legs back, and further apart, and started fucking me hard. I was moaning and panting hard!

"Fuck me Douglas!" I moaned, " I love having you cock in my ass. Cum in me! Make me yours!" I begged

I looked up at Douglas, and was pleased to see him watching his own cock slide in and out of my tight hole. Because of the position, I could see it as well, and was extremely turned on by the sight. I watched as his massive shaft drove deep into my tight pink hole, stretching it. He began to moan more loudly, and thruster deeper and harder. He grunted, and thrust harder and faster. I began to moan even more loudly, and felt I was about to cum.

"Oh God! Oh Fuck!" I moaned. " I think I'm going to cum!"

He drove his cock, deep inside me, and with a loud grunt, shot his warm load deep in my ass. The second I felt it inside me, my cock exploded! I moaned with each spurt, until my stomach and chest were covered. Douglas pulled out, and let my legs down. He took his still hard cock, and wiped up all the cum I'd shot on myself, then reached down, and pulled my head up. He held his cock, covered in his cum, my cum, and my ass juices, in front of my face. I knew what he wanted, and eagerly provided it. Licked his cock clean with my tongue, and slid it into my mouth to savour the taste. When I was done, he moved to the middle of the bed, and lay on his back. I lay on my side next to him, and slid my hand down to massage his balls, and stroke his cock.

"Geez, you really can't get enough of my cock,,can you?"

I blushed.

"No, I can't. I love having it in me. I've never felt like this! All I can think about, all I want, is to make you cum. Over and over."

I felt his cock get harder in my hand.

"That can be arranged.." he said, his cock stiffening further.

I starting kissing his chest, relishing the thick carpet of hair. I sucked his nipples, kissed and licked my way down his stomach, until I got to his cock, which I licked slowly and sensually, hoping to get it rock hard again.

"So an ongoing thing? I do have a few fantasies of my own I'd like to live out."

"I'll do anything you want. I want to please you." I said, slipping his head into my mouth, and sucking it gently for emphasis.

"What iif I wanted to record you?" He asked slyly.

I slid his cock deep into my throats and moaned. The thought thrilled me!

"And what if I wanted to let some friends watch it?" He said, and propped himself up on his elbows, watching for my reaction.

I took his cock deep into my throat, using my tongue to lick his balls. I looked into his eyes, and nodded with his cock in my mouth.

"What if I wanted you to suck their cocks, or let them fuck you?"

The thought thrilled me, but even if it hadn't, I'd have done it to please him. I slid his cock out, and licked it, stroking it when I paused to speak.

"I want to turn you on." I said, " I want to please you. I'm yours to do with as you please. I want to be your dirty little slut. I want you to use me."

I slid his now rock hard cock into my mouth, and sucked, sliding it all the way in, and all the way out again. Moments later, he moaned loudly, and I felt his cum shoot into my mouth again. Less, this time, but I relished every drop just the same. I moved up to lay next to him, and we fell asleep spooning, with me on the inside. I loved the feeling of his hairy body against mine, his arm wrapped around me, his cock pressed against my ass. I wanted him, and would do whatever it took to please him. And with that thought, I drifted off to sleep.