Note: This story was dynamically reformatted for online reading convenience. ï>¿Exhibitionist Roommate bywhatchaneed11 Exhibitionist Roommate Pt. 01 After 2 weeks, Ken was finally starting to adjust to having a roommate. He had been living alone for over a year when he got the text from Rachel asking if he had an extra room. They had been friends in college, hanging out with the same group most weekends, but had lost touch after graduation when she took an internship across the country. When a promotion moved her back to New York on short notice, she needed a place to crash until she found her own apartment. Ken was happy to help. Even though his apartment was small and he enjoyed having it to himself, he missed having friends outside of work and knew that Rachel had always been very easy going. It also didn't hurt that he had had a bit of a crush on her. She was fun and friendly, and she had this way of biting her bottom lip when she got excited about things that was inexplicably sensual. Her small, perky breasts looked nice on her petite frame, and Ken always enjoyed the amount of cleavage she liked to show. She had dirty blonde hair that usually came down just past her tan collar bones, and her ass was firm and stuck out nicely behind her - especially in the heels that she often wore. Ken wasn't bad looking himself. At 5'10, with classic features and a muscular build, the main thing that kept him from hooking up every weekend in college was his lack of confidence. He had mostly conquered this by now, but was still a bit awkward around attractive girls. Now, he was struggling to play it cool with a pretty girl for a roommate. Most of the time he succeeded, but the combination of the small apartment and the fact that Rachel didn't have a shy bone in her body had made for a couple of interesting encounters.è½ The first of these happened on her third night there. Ken awoke in the middle of the night in desperate need of some water. The landlord had cranked up the heat as they always do in the winter, but had failed to adjust it after an unseasonably warm day, leading to Ken's apartment being approximately 3,000 degrees. A steady rain overnight had forced him to close the windows, taking away the only source of cool air, leaving his one small fan to circulate warm air around. As he stumbled through his small living room to the kitchen, he walked right into the corner of the pulled-out futon that Rachel was sleeping on. "Shit, sorry. Forgot you were here. Just getting some water." Ken mumbled without really opening his eyes. Rachel stirred and groaned a response that didn't consist of any real words. In the kitchen Ken turned on the light, filled a class with cold water and gulped half of it down before refilling it and starting back to his room. Suddenly he froze, one hand on the lightswitch. The light coming from the kitchen fell on a pair of bare legs, glistening with sweat. Rachel had slid her pajama pants down, and was now pulling the bunched flannel fabric over her bare feet and tossing them on the ground.è½ "Why the fuck is it so hot?" Rachel asked, eyes closed, sweat soaked hair matted to her neck.è½ Ken didn't answer. He knew he should turn off the light and go to bed, but couldn't seem to make his hand move the switch. Instead, he watched as Rachel peeled off her T-shirt and let it fall to the floor next to her pants. She was facing away from him, but the view of her bare back and the edge of her breast was more than enough to turn Ken on. As Rachel he sprawled out face down, one leg straight, the other curled in front of her, he could see the curve of her ass perfectly accented by the black fabric of her panties that clung to her skin. After a few seconds, Ken snapped out of his trance. He switched the light off, weakly said "Goodnight" and rushed to his room. It was less than 2 minutes before he was mid-orgasm, the image of Rachel fresh in his mind.è½ A week later, Ken was up early, getting ready for a big day at work. He had to give a presentation to the head of his department outlining his marketing strategy for the next fiscal year. He was standing shirtless in front of the mirror, running through it in his head while he shaved when he heard Rachel come into the bathroom. "Morning buddy, you're up early! You're usually asleep when I leave for work." she said cheerfully. "Ooh, somebody's been working out!" she added, squeezing his arm. Ken flashed a smile and laughed nervously. "Hey Rach. Yeah, big day at work today. I'll be heading out in about 5, so I'll be out of your way." "Don't worry about it, I was just going to hop in the shower. Running a little late. That ok?" "Yeah sure! Just let me..." Ken trailed off. As he went to clean up his stuff and step out of the room, he heard her towel drop to the floor. He looked in the mirror to see Rachel's leg disappear behind the translucent shower curtain. Trying not to be flustered, he finished shaving, splashed water on his face, and took a little longer than usual brushing his teeth, watching the silhouette move behind the curtain. He watched her curves as she washed her hair and ran her hands slowly over her body. Finally, Ken broke out of his trance, finished getting into his suit, and left for work. After a quick ride on the subway, Ken walked into his office, put his bag down, and grabbed his materials for the meeting. As he set up in the conference room and people began to trickle in, his phone buzzed in his pocket. When he opened the text from Rachel, his jaw nearly hit the floor. On his phone was a picture that Rachel took of herself. She was making a silly face with her tongue sticking out, and wearing one of her usual button down shirts that she always wore to work, which showed a decent amount of cleavage while still looking professional. But over her shoulder was the clear focus of the picture. Rachel's firm, round ass was clearly visible in the mirror, with faint tan lines angling over each cheek and a small triangle of red lace just below the two small dimples of her lower back. The caption read "Kick some ASS at your presentation today buddy ;)" Ken was shocked. Though Rachel was never one to be very conservative, in the past week he had seen more of her amazing body than he had ever thought he would be lucky enough to get a glimpse of. And now she had intentionally sent him this picture. After seeing her shower this morning, and now having her ass on his phone, his libido fueled his confidence enough that he decided to test the limits a bit. "Well thanks! What will I get if I do?" he texted back. "Hmm.. get a promotion and we'll talk mister" she replied quickly. Ken smiled, glad that he hadn't pissed her off. He knew that she probably wasn't serious, but. His grin vanished however, as he heard his boss clear his throat. While he was focused on his phone, the conference room had filled up, and he was standing there in front of his boss and coworkers with a stupid look on his face and a growing erection in his pants. There was no hiding it - the outline of his 7 inch cock was clearly visible through the thin fabric He apologized repeatedly, moved swiftly behind the podium, and jumped into the presentation. He was incredibly embarrassed, but for some strange reason that seemed to turn him on even more, and he stayed hard throughout the presentation. He completed the pitch as quickly as he could, and rushed to the restroom for some privacy as soon as he was finished. When Ken arrived home he was a bit annoyed with Rachel, though having that picture of her to look out throughout the day did make him feel a bit better. He didn't know what to think of his encounters with his friend over the past few days. Though they had always had a good friendship, he had never thought she wanted anything more from him, and still didn't, really. Regardless of why it had been happening, he definitely loved seeing more of her tight little body, and was only slightly upset about the picture because it had caused such an embarrassing situation for him. Ken grabbed a beer from the fridge and walked to the couch where Rachel was curled up with a book. She had gotten home a while before Ken, and was relaxing in sweatpants and a tank top. She looked up as he walked over, and as he looked back at her, Ken flashed back to her peeling off those sweatpants in the middle of the night as he watched from the kitchen, to her stepping into the hot shower while he shaved, and the picture that she had sent him this morning. His voice caught in his throat as he attempted to greet her, and instead he just sat down on the far end of the couch before she could see his swiftly growing erection. "Hey there champ," Rachel said as she closer her book and sat up. Her dirty blonde hair was in a ponytail that allowed a perfect view of her neck and shoulders. She put her book down, crossed her legs, and turned to face him with a smile. "How was the big presentation?" "Fine." Ken replied, turning on the TV. "Just fine? What happened?" Rachel asked with genuine concern on her face. "Oh don't act like you don't know," he said playfully "you know what happened - and you're sitting on it." "What? I was just being a supportive friend!" she said with a mock indignation. Then she smiled, like a schoolgirl hearing some juicy gossip. "Did someone see it? Did you get in trouble?" "No. Nobody else saw your picture. Just my reaction to it..." "You mean...you mean you got hard and someone saw?" Rachel asked, sitting up and giving him her complete attention. "Everyone! Including my boss. I was about to give my presentation and everyone was staring at me. It was so embarrassing." Ken said, hiding his face in his hands. "Wow." Rachel said after a few seconds of silence. "That sounds so...so.. Hot!" Ken picked his head up and looked at her. "Are you kidding? Didn't you hear what I said? Everyone saw me get an erection!" Rachel bit her lip like she always does when she gets excited. "Ok look. I'm going to tell you something that I haven't told anyone. It might make up for the awkward situation I put you in today." "Ok, fine." Ken tried to appear like he was still upset with her, but he was definitely intrigued by the idea of learning something about Rachel that nobody else knew. "Ok. So, last summer, I was living in Long Beach, right? My apartment was only a couple blocks from the ocean, so I went down there almost every afternoon after I was done with my internship. It was always too crowded to find a place to lay a towel on the beach, so I would usually just run home, change into my bikini, and head down there to cool off in the water for a bit. Then I would walk back and lay out on my balcony to dry off and get some sun." "Well, one day the waves were bigger than usual because a storm was coming in. I was hesitant to go in, but there was a group of people in the water having a blast, body surfing and tossing each other into the waves. They saw me standing there at the edge of the water, and kept yelling at me for come in. I finally gave in and fought my way out through the waves. We had a great time, and kept messing around as the waves got bigger. Then, one of the guys tossed me into the biggest wave yet, and as I came back up from being tossed around underwater, I could feel all the eyes on me. The guys just stared, but one of the girls stepped to me and pointed down. My top was completely gone, and my boobs were out for everyone to see. I immediately dropped back down into the water and began feeling around for it, but even when everyone else helped, there was no luck. It was gone." "One of the guys offered to run down to the next beach where their things were to grab me a towel, but that would have taken at least 10 minutes, and I didn't want to be standing there topless, waiting. And if I'm being totally honest, it was a bit of a rush when all the guys were staring at me, which may have clouded my judgment a bit. Whatever the reason, next thing I knew I was walking up the beach through a crowd of people completely topless, hands at my sides. I figured trying to cover myself with my hands would only attract more attention, so I walked as confidently as I could all the way back to my apartment wearing only my tiny bikini bottoms. I could feel eyes on me the whole way, staring at my almost naked body. Many didn't notice, because there were lots of girls in small bikinis all the time near the beach, but those who did weren't shy about getting an eye full." "Oh god that's awful! You must have been so embarrassed." Ken said as sympathetically as he could while trying his hardest to picture the scene in his mind. "I was, at first." Rachel answered, biting her lip again. "But by the time I got back to my apartment..." she trailed off. "What? Don't get shy now. You can tell me" Ken said, giving her a little push on her shoulder. Rachel got a look in her eye as if she saw this as a challenge to see what he could handle. "By the time I got back to my apartment, my pussy was so wet that my bikini bottoms made a puddle where I tossed them on the floor. I spent the rest of that day and well into the night making myself cum over and over." Ken stared in shock. He had never heard Rachel talk like that before, and never expected that he would. He thought it was incredibly hot, and from what he could see of Rachel's nipples poking through her tank top, she was loving reliving the memory as well. "So, that's when I discovered I'm a bit of an exhibitionist. I never got up the courage to do something that crazy again, but I would often go topless when I laid out on my deck, and sometimes even go fully naked. I don't know whether or not anyone could see me, but the thought that they might was enough for me." As she finished her story, Rachel fidgeted on the couch. She was breathing heavily and kept adjusting how she was sitting, and Ken could tell that she was aroused. A few weeks ago he never would have imagined being in this situation or doing what he was about to do, but the recent events and her explicit story emboldened him. "So, what you're saying is that showing off that tight little body to strangers of yours turns you on?" Ken asked with a smirk. "Hey! You said you wouldn't judge me!" Rachel replied, suddenly embarrassed. Then, more quietly "and not just strangers."è½ "I mean, that's a pretty great story, I'm just not sure I believe you. Without proof, that is..." Ken didn't care that he was being painfully obvious. He knew that all she needed was a little nudge... "Proof huh?" Rachel asked with a spark in her eye. "What exactly does that mean?" "Well, you're telling me you like to show off. So, go ahead. Show off." He leaned back on the couch, and put his hands behind his head, indicating he was ready for a show. "You think I won't?" She said defiantly. "I think you won't." Without another word Rachel stood up and faced him. She took a deep breath and closed her eyes as her fingers played with the bottom edge of her tank top. Ken was just about to call the whole thing off and say it was just a joke when she opened her eyes, looked right at ken, and peeled the white fabric up and over her head before dropping it on the floor next to her. Ken's eyes moved slowly, starting with the hint of hip bones peeking above her waistband, moving up over her smooth stomach to her lacy black bralette. The thin fabric allowed her hard nipples to poke through, creating two small bumps that seemed to grow even more prominent as Ken stared at them. They both paused for a minute, looking at each other. Neither was sure what to do, but Ken wasn't going to waste this opportunity to take in all he could of her body, and Rachel stared intently at him, eager to see his reaction. When his eyes finally met hers, he smiled nervously. In response, Rachel bit her lip and reached up to her chest to unclasp her bra. She let the two sides fall away, and then slipped each strap off of her shoulders before moving her arms back to let it fall to the floor. Each heavy breath she took raised her firm breasts slightly, and her small, dark nipples pointed directly at Ken, achingly hard. They hung beautifully below her as she bent at the waist to slide her sweatpants down to the floor. She ran her hands back up her smooth legs as she stood up again, and adjusted the waistband of her matching black thong, teasing Ken by pulling them down a bit before straightening them and leaving them in place. She adored having his full attention on her almost naked body, and couldn't help but slowly run her hands over chest, stomach and legs. "Wow..." he breathed. He recognized what an amazing position he was in, but couldn't help but try to push it even further. "I mean, this totally proves that you'll do it. But how am I supposed to know if you really enjoy it or not?" With a devilish smile, Rachel took a step closer to Ken, so that she was barely a foot in front of him. Without a word, she turned around, hooked her thumbs in the waistband of her panties, and slowly bent at the waist, pulling them down. They stretched over her round ass, and as they began to peel away from her crotch, Ken could see that she was completely soaked. As she bent to the floor, her bare, glistening lips parted to reveal her perfect, tight pussy dripping with desire. She stood back up just as slowly, and began to explore her slit with one finger. "Does that answer your question?" she asked, half moaning. "Jesus, yes. You're so wet..." "Is that a problem?" "No, I fucking love it.." Ken had begun to massage his hard shaft through his pants. Rachel turned to face him, still with her hand between her legs. "Well, are you going to join me?" "Join you?" "Mhmm. It seems like you like what you see. Why don't you do something about it?" Ken finally tore his eyes away from the delicate fingers dancing between her legs and looked up at her smiling face. "Yeah, I don't know. I don't think I could do that..." Ken shifted in his seat, trying to hide the tent in his pants made by his fully erect shaft. "Well I didn't think so either, but I fucking love it now. But I guess if you're not enjoying this, I can get dressed again..." She brought her hand up to her mouth, licked her fingers clean, and bent down to begin gathering up her clothes. "No no no!" Ken sat straight up and grabbed her arm. "I am very much enjoying this." "Well then, why don't you prove it?" She challenged. She had turned the tables on him, and wasn't going to let him off easily. Ken knew this, and realized that, while he might be a bit embarrassed, there were worse things than being challenged to masturbate with his incredibly sexy friend. He took a deep breath, undid his pants, and with a bit of maneuvering, released his hard cock. "Oh fuck." Rachel said, louder than she meant to, and her hand shot up to her mouth. Ken blushed even more than he already was and pulled a pillow over his lap. "OK, I knew that was a mistake. Sorry, I'll go..." "Oh no! No, please don't. I'm so sorry, I just didn't expect you to be so...so thick.." Rachel trailed off as she pulled the pillow slowly from his lap and regained her view of him. "Really? I mean I've never gotten any complaints, but I assumed I'm average." Rachel sat on the coffee table, eyes fixed on the cock in front of her. With her legs spread slightly, her fingers found their way back to her swollen clit. "Look, if I'm being honest, I've had cocks about that long before, but never that thick. And we both know I wasn't exactly a nun in college." She looked him in the eye. "Please. Would you... stroke it for me?" The embarrassment and vulnerability he was feeling from this strange situation had been nearly vanquished by her compliment and subsequent request. Ken did what came naturally with such an incredible sight before him, and wrapped his hand around the base of his shaft. He slid it up and over his swollen head, before moving it back down, slightly faster. As he fell into a rhythm, he watched Rachel's fingers go from rubbing circles around her clit to pushing into her tight hole. She moaned as they pushed their way inside of her, and Ken had to stop himself from cumming right then and there. "Do you like that you're watching me? Or that I'm watching you?" he asked. "I'm not sure anymore, but fuck is this hot." Rachel managed to say between moans. Her legs were spread wider now, with one foot up on the edge of the couch. She had two fingers rubbing firmly on her g-spot, and her other hand was rubbing over her body, from her neck, to her chest, and down over her stomach and legs. Ken could see her juices dripping down onto the table as her pleasure increased. He had never seen such an incredible sight. "I know this might be weird for you but..." Rachel paused for a particularly loud moan. "...I'm getting close and I need more. Can I ride you?" Ken was speechless, but he moved his hand and nodded his head. That was all the answer Rachel needed. Without wasting any time, she leaned forward and grabbed his dick, lubricating it with her juices. She stepped forward, placing a knee on either side of him, and reached behind her to guide him into her.  Before Ken could process what was happening, he had his hands on her hips, was sucking on the hard nipple of her perfect left breast, and was sliding into the tightest, wettest pussy he had ever felt. She hesitated for a moment, and he tightened his grip on her hips and pushed up into her to the hilt. Rachel let out a cry of pleasure and dug her nails into Ken's shoulders. She began to rock her hips, keeping his thick cock deep inside her while grinding her clit into him. She went faster and faster until she was clenching around him, wave after wave of intense orgasme coursing through her body. Ken had never felt anything so incredible, and it was nothing short of a miracle that he was able to last as long as he did. As she finally slowed her pace, he couldn't take anymore. "Fuck Rach, I'm gonna cum..." Rachel rose up and stepped back, kneeling on the floor between his legs. She grabbed his spasming cock just in time, and directed spray after spray of his hot cum onto her face and chest. She made sure to milk every last drop from him, and stood up while wiping him from her face. "Believe me yet?" "Eh, I guess." Ken panted with a smile. "Hilarious. I hope this didn't make things weird...I know I kind of got carried away." "Not at all. Best roommate I've ever had, and you can stay here as long as you like!" "Smooth." Rachel said, grabbing her towel. "I'm gonna get cleaned up." Though he just came harder than he ever had before, he couldn't help but watch her ass as she walked out of the room. Exhibitionist Roommate Pt. 02 Rachel exhaled as she set down her purse and gym bag on the bench. Work had been non-stop today, and she was relieved to finally be able to de-stress at the gym. She stretched her neck as she undid the buttons on her white cotton shirt and set it on the bench next to her bags. She unzipped her grey pencil skirt, and let that fall to the floor, enjoying the feeling of air on her skin. She took a moment to put her hair in a ponytail before opening her gym bag. She took out her sneakers, and as she set them down, noticed a note rolled up inside the left one. Rachel picked it up and unfolded it as she absentmindedly stepped out of her high heels. She recognized Ken's handwriting: Rachel, I have a dare for you, if you're brave enough. Wear only what is in this bag for your workout today, and you must include the following in your session: Squats Thigh Adductor machine Partner stretch Complete this challenge, with evidence, and dinners are on me for a week. Good luck! By the time she finished reading through the short note for a second time, her heart was already racing. She had mentioned a couple days ago that she likes getting checked out at the gym, and I guess he wanted to kick that up a notch. Intrigued, she reached into her gym bag. First, she grabbed one of Ken's tank tops. It was about 2 sizes too big, white, and had giant arm holes that came down almost to her waist. The next item in the bag was a pair of her white boyshort underwear, which if anything were less sexual than what she usually wore under her gym shorts. When she reached back in the bag, however, her heart skipped a beat. It was empty. No shorts, no sports bra. Nothing. She picked the tank top back up and shook it out, making sure nothing was caught inside of it. But no, Ken had packed her only sneakers, underwear, and a baggy tank top.  She couldn't do this. No way she was going to go work out in front of total strangers wearing next to nothing. But even as she was telling herself this, she knew that it wasn't true. Just thinking about it had awakened the exhibitionist inside her, and she knew that it wasn't going away anytime soon. Rachel removed her bra, set it on the bench, and pulled the tank top over her head. Without stopping to think, she removed her thong and replaced it with the white boyshorts, slid her sneakers on, and locked everything else away in her locker except for her phone and headphones. On the way out of the locker room, she stopped in front of the mirror. Turning slowly, she saw how much she would really be on display. The sides of the tank top were very open, and you could see the side of each breast even while standing up. The bottom of it had been cut, and so even though it was big on her, it fell just below her waist. As she turned, she could see that the bottom of each cheek peeked out from under the white cotton fabric of her underwear. She tried to pull them down a bit, but it didn't do much good. She smiled at this, took a picture of her reflection, and headed out of the locker room. She had braced herself for the worst, anticipating an overreaction from the entire gym as soon as she opened the door. However, as she walked out the door and up the stairs to where the treadmills were, things seemed almost normal. She got some stares from most of the guys and some of the girls that she passed, but this was nothing new. They may have held their gaze a bit longer than usual at her bare sides or barely covered ass, but Rachel enjoyed that. She was a little bit flustered, but decided to stick with her usual routine as best she could - treadmill, weights, and then stretching. It was slightly less busy than usual today, and all but two treadmills were open. She stepped onto the one that was two down from a guy she had seen there before. His name was John, and they had spoken a couple of times. He looked over as she put her headphones in and started her music, and she gave him a small wave. He smiled, and let his eyes wander down her exposed side before he waved back. He spent a lot of time at the gym, and she was sure he had caught her checking him out on a few occasions. Rachel started up the treadmill, and as she waited for the machine to get up to speed, she sent the picture of herself in the locker room to Ken with the text "Challenge Accepted." As she began to run, Rachel became acutely aware of what a difference a sports bra makes. Even though her small, firm breasts didn't bounce enough to cause her discomfort, there was much more movement than she was used to, and the fabric rubbing against her erect nipples gave her goosebumps. Additionally, each step caused the boyshorts to ride up, exposing more of her firm ass. At first, she tried to straighten it out, but soon gave up. By the end of her two mile warm up, half her ass was showing, and she was beginning to sweat. She shut the machine off, and wiped her face on her shirt. Only after seeing John staring at her did she realize that in doing so, she exposed her left breast to him. She gave him a wink, adjusted her outfit back to cover as much as it could, and headed to the weights. People had started to notice her, and she had begun to develop a bit of an audience as she crossed the gym to the open squat rack. She added weights to the bar, just like any other day, and took her position under it. With her feet set shoulder width apart, she lifted the bar off of its rest, took a small step forward, and bent her knees into a squat. Looking in the mirror, she could see the eyes of three men behind her follow her as she dipped towards the floor. She paused at the bottom of the squat for a few seconds, and as she stood back up, her panties disappeared between her cheeks. She couldn't stop after just one rep, and each time she did another, the fabric slid further between her lips and rubbed against her rapidly swelling clit. Between this physical stimulation and the excitement that she always felt when being watched, Rachel was struggling to focus. She could feel herself getting wet, and when she looked in the mirror at the bottom of her next squat, she could see a dark spot growing between her legs. She grabbed her phone, and with her quads burning and pussy tingling, sent another picture to Ken.  After putting the bar back on it's rests, Rachel walked slowly over to the next machine, adjusting her panties as she walked. The stares that she was getting made her skin tingle, and she didn't want to rush it. She made sure to bend at the waist as she set the weights for the thigh adductor, and swayed her hips a bit, making sure to attract all the attention she could. She stood back up slowly, running her fingers up her smooth, glistening legs, and took a seat on the machine. The cool seat surprised her as her bare cheeks rested on it, and it put a smile on her face. Rachel took a deep breath, and spread her legs rest in position on the outside of the pads. Sitting there in the gym, legs spread wide, she looked up to view herself in the mirror, and was overcome by a mix of panic and excitement. Her white tank top had become damp, and you could see two dark circles where her nipples stood erect under the cool fabric. This was tame, however, compared to what she saw when she looked lower. Her panties were completely soaked, and the white cotton had become nearly transparent. You could see the color and shape of her swollen pussy, and with her legs spread so wide, she was certainly on display. Her inner thighs glistened with her juices, and it took every bit of her self restraint to stop her fingers from pushing inside her. Forcing herself to continue her workout, she squeezed her legs together, held them there for a few seconds, and then slowly let them return to their initial position. By the third rep, the fabric had began to bunch, and her pink lips showed on either side of the soaked white strip. Struggling to break her trance, she looked up from the mirror, and saw John curling dumbbells and watching her. He casually looked away when she turned her head, but she knew he had a clear view of her side and breast from his angle. Rachel got an idea. "Hey John, come here a sec. I have a favor to ask you." she said with a mischievous smile. Her heart was racing already, and increased as he put his weights down and walked over. He politely stood to the side of her, staring at his hands awkwardly. "Hey Rachel, whats up?" She did one more rep and replied "Come here where I can see you." Acting as if she couldn't turn her head to look at him while working out, she was in fact just getting him to stand directly in front of her open legs. He took two steps over, and his mouth dropped open nearly as wide as her legs were spread. His eyes locked between her legs, and Rachel could feel herself becoming even wetter from the attention. With a grunt, she did one more rep, squeezing her thighs together before letting them slowly open again. Feeling emboldened by her desire, she grabbed the bottom of her tank top and used it to wipe her face, being sure to lift it high enough to reveal her perky, dark nipples to him. Upon lowering her shirt again, John seemed to become aware of himself, and closed his mouth. It was obviously difficult, but he pried his eyes back up to meet hers.  Rachel smiled up at him, legs spread wide. "I'm so tight, I need help stretching. Do you think you could do that for me?"  John had finally gained a little bit of composure. "I'd love to help, but you need to help me too. My last workout is the bench press. Spot me?" "Sure, let's go." She said with a wink. She reached down with both hands, and hooked a finger from each hand under the drenched fabric covering her pussy, pulling it out from between her lips and away from her, before letting it fall back against her. The air had chilled the fabric, and the shock of it touching her again forced a sound from her lips, something between a gasp and a moan. The noise caused John to look back, and Rachel bit her lip as she dismounted the machine and followed him to the free weights. John checked the weights on the bar, and then laid down on the bench beneath them. Rachel hesitated. She loved having eyes on her from a distance, and showing off like this was making her hornier than she had ever been. But still, to spot him, she would have to stand at the top of the bench, directly above his face. She was still contemplating whether to call this all off and race back to the locker room when she heard John's voice say "Hey, you coming?" "Almost" Rachel thought to herself as she walked over, took a deep breath, and turned to face the bar. With the decision made for her, excitement once again filled every inch of her, and she chose to enjoy it. She stepped up to take her place as spotter, and straddled John's face. His head couldn't have been more than a few inches below her aching sex, and electricity pulsed through her as she imagined what his view must be. He must be able to see every detail of her through the worthless fabric, and the bottom of her bare ass would be right in his line of sight. She shifted her weight from one leg to the other, and noticed that there was only one thing rising, and it wasn't the weight bar. John's cock was growing, and had become quite noticeable poking up under his gym shorts. "Hey there big guy, you going to lift or what?" She joked. "Uh yeah... Just getting set." he said, and lifted the weight off the rack. He lowered it to his chest, and as he lifted it, he exhaled. As his breath passed over her, she felt a chill down both of her thighs. In her excitement her wetness had crept down her legs. With each rep, his breath danced over her slick thighs and wet panties, and goosebumps covered her skin. Her breath caught in her throat and she knew she couldn't last much longer. Taking a step back, she looked down at him with a pout. "I'm sorry John, I'm just so tight. Do you think we could go stretch now? I really need your help." Without hesitation he lifted the bar back onto the rack and slid out from under it. As he stood, she could tell he was trying to adjust his shorts so that his erection was less noticeable, but it was an impossible task. She stared for several seconds before leading him to one of the quieter corners of the gym. As much as she wanted him to fuck her right there on the mat, she knew that it wouldn't take long for security to throw them both out, and she really liked this gym. So instead, she opted for the next best thing. When they got to the corner, she turned and pulled him closer so that she could press her body against his as she whispered in his ear. "Look, I need you to trust me. I'm going to lay down, and you're going to hold my legs up like you're stretching my hamstrings. Stay there on your knees doing that and blocking me from the view of the rest of the gym, and I promise it will be worth it." With that, she grabbed the growing bulge in his shorts and looked at him with a smile. As she lay back on the mat, John knelt in front of her, and she lifted her legs for him to grab. He moved close to her, and made sure that his frame was blocking her from the rest of the people in the gym. On her back with her legs straight in the air, spread at a wide angle, Rachel's heart was racing. Keeping eye contact with him, she pulled her shirt up and uncovered her breasts. She ran her fingers over them before pinching her nipples hard. The jolt that shot through her was amplified by how intently John was staring at her. She had wanted to tease him longer, but she found herself unable to wait. Without the power to stop it, her hand slid down her body and into her panties. She did her best to muffle a cry as her fingertips pressed her swollen clit. The sudden stimulation after being on the edge for so long, coupled with the gaze of the muscular man holding her ankles high in the air caused a rush of pleasure to rush through her. Her body tightened, and then relaxed as she continued to touch herself. The extent to which John was enjoying this show was evident by how hard his cock was straining against the fabric of his shorts. Wanting them both to enjoy this, Rachell reached up with her one free hand and freed his throbbing member. His eyes went wide, but he didn't protest as she used the other hand to cover his cock with her juices. Knowing that too much movement would attract more attention than even she wanted right now, Rachel moved her hand slowly and methodically up and down his shaft as she slid two fingers inside herself and worked her G-spot to the same rhythm.  As she stroked him, she she looked up to watch his face as he tried to stay still and quiet as his pleasure increased. His mouth hung open slightly and his eyes roamed from her face all the way down her body and back again. When his gaze met hers again, his eyes widened as she extended the motion of her hand to slide over his swollen head. It took only a minute or two of this before she could feel him start to pulse. "Cum for me" she whispered, and increased the pressure and speed ever so slightly. With a quiet groan, John's eyes rolled back in his head and his grip on her ankles tightened as he began to spray his hot cum onto her chest and stomach. This sensation, coupled with the third finger that she had slid inside herself, triggered the same reaction within Rachel, and she struggled to keep her orgasm silent as each wave of pleasure flowed through her. Her back arched and she felt herself contract repeatedly around her soaked fingers.  As they both came down from their high, they stayed frozen for a few minutes until they caught their breath. John let her legs down, but stayed knelt in front of her. Rachel grabbed her phone and handed it to him.  "Put your number in here, and take a picture of me." she told him. He did so without question, and handed it back to her. She pulled her shirt over her cum-soaked body, and he slid his dick back into his shorts before helping her up. "Thanks for the help," she said with a wink. "I'll call you next time I need a workout partner." Back in the locker room, she grabbed a towel, but then put it back. She decided to wait until she was home to shower - the feeling of being covered in sweat and semen was exciting her, and she wanted to push this feeling going as far as she could. Without changing or cleaning up, she grabbed her bags and rushed for the train.