I work out all the time. It's not just to stay in shape, it's my hobby too. As a result I'm pretty bulked and ripped. I don't hit the roids, but I definitely keep GNC in business. I'm 1/8" under six foot tall and keep my body hair free. I could rattle off my chest, arms and legs measurements, but that's not really the point of this story. It just helps to know that this all began in my gym. My best friend Chris and I were working chest on the flat bench when this guy came up and asked if he could work in with us. Normally this is not a problem and we don't mind, especially when it's busy, which it was. But this guy stood 5'6", weighed about 140 and had string beans for arms. It would take forever (just a few seconds actually) to change the weights on the bar every time it was his turn. I guessed he would unlikely be able to push much more than the empty bar. We chuckled at him. "I don't know little man, it would be a pain in the ass." I told him as I sat up. "How much do you think you could lift?" Chris asked. We both laughed some more. To his credit he tried to play it off by flexing his right arm and saying, "I'm here to pump up my guns." This really cracked us up. "A bench is primarily for your chest. Have you ever even worked out a day in your life?" I said grinning. "Actually, today is my first day." he said. "No shit? I never would have guessed." I responded. "Okay, I get it. I'll just wait til you're done." he turned and started to walk away. I felt slightly bad about my comments so I said, "Hey wait just a second. What made you want to join us if this is your first day?" "I figured if I was going to do this, I wanted to look like you guys." Damn it I thought. "Come on back. We'll show you how to get started." I said. We asked him why he wanted to work out. It was to impress girls. Chris and I ran him through some very basic weight training exercises that day. Got a base line of his abilities. I was shocked he was able to pick up a cup of coffee. We told him to come back everyday this week and we would help him. That we, lasted just one more day. Chris got bored and went back to his normal routine, but I decided to help the guy whose name was Dave. Dave wasn't strong but had heart which is why I agreed to help him. On day 5, my girlfriend, Maria, came traipsing in wearing yoga pants and a tube top. Her nipples showed through and her flat stomach was rocking and her ass is the stuff of fantasies. Dave's mouth fell open as she ran up to me and jumped up, wrapping her legs and arms around me. I caught her and she squealed with delight and kissed me. After her feet were back on the ground I introduced Dave and she shook his hand and off she went to do her own thing. "That's the kind of girl I want!" Dave confided after she was gone. We both turned to watch her walk away. As we started to return to our next set, I noticed Dave trying to hide his hard on. "Like that do you?" I asked him pointing as his crotch and laughed. "Don't laugh, damn thing has a mind of it's own." he said. I stopped laughing because it kept filling up his gym shorts. He turned around and tried to hide it by trapping it flat against his stomach with his waist band. Later that night I told Maria the affect she had had on him and the apparent size of his cock. She giggled, but was in disbelief. She said she's going to have to see for herself. The following Monday after she grabbed me in her usual way, she turned to Dave and hugged him too, pressing her boobs pretty hard . "I'm impressed with your dedication." she told him and sashayed away. Dave's reaction was the same, he got a giant boner. He tried to hide it, but it was so long there was no hope of that. Maria, glanced back to see and her eyes bulged out for a second. I caught that look. Later that night she said she still didn't believe a guy that size could have a cock that big. Modern gyms don't have communal showers, but she wanted me to get a look and report back. "No way." I told her, "real men just don't check out other dudes." "Okay. I'll find out for myself then." she said with a smirk. "Oh yeah, How?" "None your business." she said. A few days later, she met us at the gym again. "Your man has been very helpful and I appreciate it very much, but if you ever want to help me get a girl like you, I'll be glad to take any advice you have for me." He told her. "You're very sweet." She responded without making any promises to help, but she did hug him again as I stood by. She held the hug longer than normal. When she pulled away she looked down and Dave's face reddened a little bit. "Don't be embarrassed by that." she told him, smiling and looking down at his hardening cock. The head of his cock poked out of the top of his shorts and unnoticed by everyone but me, she gave it a little squeeze. Maria's boldness, hot to trot attitude was one of the main things I liked about her, But I felt the heat creep up my neck as she walked away. We argued later that night. As we yelled at each other she said she would fuck him if she wanted to. I responded by telling her she would be single if she did. It went back and forth. With each volley she got more graphic about what she would do with that giant cock. The more detailed her description, the harder my cock became. I was aware of it, but didn't realize she was. As our argument wound down, as they usually do, we apologized and she came up to kiss me. "Ohhhh... I don't know what to think about that." She said feeling my hard cock pressing against her belly. I was slightly embarrassed by it, but horny too. That night as she took my 5 1/2" cock in her mouth she started talking dirty. "You like thinking about me taking that cock, don't you?" she whispered. "You want to see me ride that cock don't you?" she teased. The whole time she is working on my cock with her talented mouth. I flipped her onto her back and lifted her legs under my arms and impaled my cock inside her. She was soaking wet and I pounded her as hard as I could. "Ohhh... I bet he could hit spots you can't." She purred into my ear. This made me lose it, I pumped cum deep inside her. "Me thinks you like the thought of watching me get some strange." she said after a few minutes as we laid there. "Ha!" was all I said because I was confused by the thought of being turned on. Our sex life went on like this for a couple of weeks, each time more intense than the last, more physical. And each time she bumped into Dave at the gym she was more flirty and bold, making sure I was watching. Dave was enjoying the attention and becoming accustomed to Maria's way. One late night after enjoying a few adult beverages, we were sitting on our sofa watching a soft core porn movie on a premium movie channel, she said. "Let's make it real. Call Dave, tell him to come over." I sat dumbfounded for a few seconds and started to protest. "Before you say no, look at your cock." she said pointing to my crotch with her eyes. I had instantly created a pup tent in my cotton shorts. I couldn't deny it so I called Dave. He said he would be over in about 20 minutes. Maria went upstairs and put on her yoga pants and tube top, the same outfit she usually wears at the gym. As I sat there waiting, my heart began to pound, my palms got clammy, my mouth dried out. I got some water but couldn't calm my adrenaline rush. This was really happening and I could feel my beating heart in my throat. The door bell rang and skinny, short, string bean armed, Dave said, "Hi, what's up?" "Come on in, Let's have a drink." I said. As I finished mixing vodka and cranberry for us, Maria came down the stairs and said, "Hi Dave, It's good to see you." She glanced at his cock, making sure he caught her doing it. She gave him her lingering hug, stroked his growing erection through his shorts. She stepped back and looked at me, then looked at Dave. He gulped a couple of swallows of his drink. She didn't wait for anyone to say anything and dropped to her knees. Her face was was right in front of Dave's zipper. Maria reached up and unbuttoned them, slowly lowered his zipper. Dave looked at me, questioning. "Just go with it, Dave." I said. He shrugged his shoulders and looked down at the top of Maria's head. She pulled his shorts to the floor and his his cock sprang free. She leaned back just looking at 10" of rigid cock, veins protruding on top and sides, the head a good size mushroom, the shaft was straight and not quite coke can diameter. The most amazing thing was the size of his balls, they had to be at least triple normal size. Her eyes got big around, she looked over her shoulder at me and smiled. Turning back she grabbed the length of him with both hands, put her mouth on its head and swirled her tongue around as she began stroking him. His cock was so long her hands were stacked one atop the other and her mouth was going as deep as she could take it and still there was cock showing. Dave leaned back and placed both hands on the counter top. He tilted his head back as he rode the waves of pleasure he surely must be experiencing. Maria has unbelievable blow job skills. In college she was known for it. She tried to deep throat Dave, but could barely cover the head of his cock. After a few strokes she pulled off and ran her tongue down both sides of his shaft, then lifted it up and did the same to the underside. When she reached his giant balls she grasped them in one hand and ran her tongue all over them, lightly kneading them with her hand while continuing to stroke the full length of his cock with the other. I was mesmerized by the sight of my girlfriend giving another guy a blow job. She has the gym toned body of a bikini model and her ass is a tight bubble butt that many men stroke off to. And here I am this toned and buff guy that has more than his fair share of women throwing themselves at me, watching this gorgeous brunette pleasure this guy that has probably seen the inside of more than one locker during his life. It was the hottest thing I've ever witnessed. Maria stood up suddenly and grabbed Dave's hand and started dragging him up the stairs towards our king size bed. Dave left his shorts on the floor. I followed them, rubbing my hard cock. Maria spun Dave around once inside the bedroom. She pushed him backwards onto our bed, then knelt. She resumed working his cock over with her mouth and hands. I went to the chair in the corner and sat. After a minute or so she stood up, popped her stretchy top off, releasing her D cup breast. Her nipples were hard and pointed right at Dave. "Whoa... they are magnificent." Dave said in awe. She curled her finger at him in a 'come here' gesture and he sat up. She grabbed the back of his head and brought his face to her right breast. Dave licked and sucked. She moved his head to the other one and he repeated the treatment. She pushed him back flat onto the bed, then hooked her thumbs in her yoga pants and pulled them down slow. She wiggled her hips seductively side to side as she did so. I could see her smooth, shaved pussy glistening. She crawled up the bed on her knees over Dave's supine body until her pussy was directly over Dave's mouth. Dave went to work on her clit , swirling his tongue around it, then shoving his tongue as deep as he could, in and out. Maria ground on his face forward and back while holding the top of his head with one hand, the other was tousling her hair as she tossed her head back, lost in ecstasy. I don't know how he could breathe, but f I was going to die, my face buried in Maria's pussy was not a bad way to go. Maria's shoulder's began to shake, her flat stomach began to quiver. "OHHHHHHHH....." was all she could say as she gushed cum all over Dave's face. As soon as she started to come down from that high she rolled off Dave and moved down to kiss him and lick her own juices off his face. "I'm NOT done with you." She said. She flopped onto her back in the center of the bed and said, "Give me that giant cock." Dave climbed up between her legs and rubbed his massive cock on her pussy lips, wetting the head of it. She wrapped her powerful legs around his toothpick thin thighs and pulled him in. He was in about 2 inches when she pushed his chest and said, "Stop.. wait.. That damn thing is fucking HUGE." Dave pulled out then eased back in, a half inch deeper. Maria arched her shoulders and head back, grabbing fists full of sheets. "OHHHH.. That's it." This spurred Dave on and he pulled out and pushed in again. He leaned over to take a boob in his mouth. "Wait, I can't see." I told them. "Well, pull up your chair." Maria hissed. I scooted right to the edge of the bed and leaned forward with my elbows on my knees. Dave had finally worked about half his cock inside Maria. Her pussy was stretched tight around his shaft and I could see a film of her slick juices coating it. She held him in place to allow her to get use to his size, then relaxed. Dave pulled out and pushed in deeper. "Holy Hell, that feels soooo GOOOD!!!" she gasped. "Is it all the way in?" she asked. "Not Yet." Dave said. "Well, give it to me big boy." she said to his ear. With that Dave pulled back and shoved in hard, his giant balls slapped her asshole as his shaft fully entered Maria's pussy. "Owww... Owwww... OHHH MY GOD... YESSSSS!!!" she screamed. Dave reared back and drove it home again, then did it again slightly faster. I could see his giant cock slide into my girl and hear the wet slapping sound his balls were making when he hit bottom. "AHHHHHHHHHHH....I"M CUMMMING...." Maria yelled. She released a torrent of cum coating his shaft and balls in white cream. Dave waited a few seconds then slowly pulled out. His cock was throbbing and still stiff as concrete (I was too.) Maria looked at his cock as she laid there with her body relaxed and legs splayed wide. Her pussy was red and sloppy looking. After a few seconds she sat up and gazed at his cock like it was the most awesome thing she had ever seen. She reached up and began stroking the full length of his slick shaft. She looked at Dave and said, "I want you to fill me with your cum." She turned around and got on all fours, leaned down so her face and boobs were on the mattress but her ass was cocked up in the air. Dave got to his knees and crawled up behind her. He grabbed her hips right at the waist and started sliding his cock in. This time it went in easier. After a few half strokes Maria said,"Give it all to me." Dave pulled back and slammed it forward. "OHHH That Hurts!, but it Hurts Good!!" Dave started pumping his cock in and out. His small hips bouncing off Maria's muscular bubble butt as his giant cock was hitting places I never could. "I want to get closer." I told them. "Whatever! Just don't let Dave stop!!" Maria said. I climbed onto the bed, laid on my back and slid my head under her raised hips. Dave never missed a beat. His massive cock was just inches from my face as it slid in and out of my girl's pussy. It was slick with juices and it made a gushing, wet and sucking sound as he pumped her as hard as he could. "AHHHHHH...... I'm CUMMING Again..." she yelped. Dave started pounding her as harder. He started grunting. "I'm going to cum. Where do you want it?" He asked in a voice being shook by his pumping motion. "Give me all your cum! Coat my insides." Maria told him. I watched Dave's balls cinch up. Then the bottom of his shaft began to expand and contact, almost as if I could see his cum moving from his balls through his shaft. He started shaking and Maria's body convulsed and she came again. When the first spurt of Dave's cum hit her cervix she got up on her hands. "Sweet Jesus. I feel your cum. there's so much and its so warm." She said. Her stomach was quivering and her hips were bucking forward as if she was trying to pull Dave's cock in deeper. Just then the massive amount of cum Dave was pumping into my girl became apparent, as it started oozing out around his shaft and dribbling down. Some of it landed on my ear as I watched. Dave slowly backed out, but his cock was still pulsing, obviously still pumping. As soon as he was clear of her pussy he shot a massive amount directly onto her asshole. Cum poured out of Maria's pussy as if someone had turned on a faucet. Dave grabbed his cock and stroked as he shot 4 more loads onto her ass. He pulled it tight to his stomach and continued to stroke. Cum was coming out like volcano lava, covering the head, rolling down all sides and coating his hands and balls. It just kept coming and coming. It ran over his entire cock and balls and dripped onto the floor. After what seemed like a gallon of cum had been dumped everywhere he was finally done. Maria had been watching this as soon as he had pulled out. She turned and sat on the side of the bed, took his cum covered cock in her mouth and hands. She cleaned his shaft and stroked his still hard cock. "Mmmmmmm..." was all she said. She curled her finger in a come here motion and said, "I know you must be ready to fuck me." She stood up and turned to grab the side of the bed, bending at the waist. I plunged my cock balls deep with very little resistance. She was so slick from her cum, Dave's cum and the size of his cock that I was sure she didn't even know I was back there humping away. Didn't matter because I came within 10 pumps in her well used pussy.