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I work long hours during the day so I always went to my gym really late at night. It’s a 24 hour gym and after 10 pm the staff leaves and the only way to get in is by scanning your membership card. I’d usually show up around 10:30 every night. The gym was surprisingly busy during that time. I’d stated to know a few of the late night gym rats and became friends with a few of them. The bulk of the gym goers were guys around my age (26) there were a few women that would come in but none were really regulars. It was usually pretty quite and boring except for the night I walked in on a MILF chocking on her husbands dick in the locker room.

One Tuesday night I showed up a little later than usual and I was shocked to see that someone was camped out at the squat rack. By the look of their pink shaker bottle and sparkly phone case I figured it had to be a girl but they weren’t around so I decided to just wait around the rack and do some warm up exercises. A few minutes later this a gorgeous girl in a ponytail, over-sized t shirt that read “Regional Soccer Champs) and spandex shows up. Her face was all red and sweaty, you could tell she was having an intense workout. She must have caught me staring because she looked at me and gave me shy smile. I composed myself and asked her if she was going to be using the rack much longer. She said” I have a few more reps to do but I shouldn’t be long, so don’t go to far”. I laughed and told her I’d stay at the bench located right behind the rack and continue doing some dumbbell work while she wrapped up. We both put our headphones in and went our ways to do our work out. It was hard not to stare as this beautiful girl was doing squats in front of me but I didn’t want to creep her out so I did the best I could to focus on my own workout. After a few minutes I got up to get water and as I was walking back I noticed that she was stretching and was bending all the way over to touch her toes, her tight pink spandex was in full display and so was her gorgeous ass, it was fit like a runners ass but it was bigger than you would expect for a girl that’s around 5’2”. I noticed that as she bending over she was subtly looking back at the bench I was sitting at, almost like she was looking to see if I was watching her and she looked little disappointed when I wasn’t there. When I made it back to my bench she was back to squatting and I was back to focusing on how I could avoid getting a visible boner. Normally her oversized shirt would cover her spandex as she squatted but she started lifting up her shirt now and the bright pink spandex was back in full display. I could see a very faint line from the thong she was wearing underneath. A few minutes later she went to the locker room and told me to watch her stuff for a few. She came back in less than 5 minutes and started stretching, this time when I looked up at her ass I couldn’t see her panty line, it was almost like she wasn’t wearing any. I quickly realized she must have taken her thong off, I could see the outline of her pussy when she bent over now and even when she wasn’t bending over, her camel toe was in full display. It was almost like she was putting a show on for me now. I looked around the gym to see if anyone else was enjoying the show but there were only 3 other people there and they didn’t seem to notice. I was now pretending to look at my self in the mirror between sets so I wouldn’t be so obvious. During one of my rest breaks I looked up and noticed she was taking a break too and we actually made eye contact through the mirror but she pretended not to notice and then lifted up her shirt to wipe the sweat away from her face and flashed me her black sports bra barely containing what seemed to be a big pair of CC. I had no idea she was hiding those puppies under her shirt. She continued to do this frequently and for longer periods of time and I was losing my mind getting glimpses of her ass, her flat stomach and big tits I didn’t even care if I was staring anymore I couldn’t turn my head away. Then out of nowhere she turns around takes her headphones and walks over to me, I pretended to be in the middle of a set as she walked to me and to my surprise she just stood there and watched while smiling at me. I wrapped up my set after a few reps and took my head phones to show that I noticed her standing there. She made some comment about how heavy my weights were and then apologized for taking so long on the rack, she had a lot on her mind today and physical activities helped her think and de-stress. She then asked if I could spot her for a few sets. I tried not appear too eager but obviously said yes. I introduced myself and she said her name was Laura and she just moved here from Florida a few days ago.

When we got to the rack I helped her load some heavier weight and then she asked me to please stand close to her because she had hurt her knee a while back while squatting. Obviously didn’t object and got close but not close enough were I was touching her. I leaned in to help her get the weight off and before I could back away too far she leaned her ass back against me and began squatting. Her pink spandex was grinding against the thin fabric of my gym shorts every time she squatted down. I thought I was going to nut right there, but thankfully she stopped after 10 reps. Now I had a full tent in my pants and she had to have noticed but nothing was said. She stood at the rack whipped her sweat away and flashed me her bra again and then went right back to squatting. This time it felt like she was really pushing hard against my cock and almost grinding on it. Again, nothing was said about my boner and we both just made small chit chat. By the 4th set I was about to explode but I was able to keep it together. She turned around now, thanked me and said I was the best spotter she ever had. She said she was done for the day and was going to hit the showers. And then out of nowhere grabbed my cock through my shorts, leaned in and said “I hope I see you in here again very soon” and then walked away.
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