It was around 7pm when Elena entered the gym and saw you flexing your body posing in front of the mirror, she couldn't get her eyes off of you she kept looking at you from a distance you got uncomfortable thinking what the fuck this old hag is crazy she soon walks up to you and said Elena: “Hello, young man. Could you help me with my workout a little? I can't seem to get the weights off the barbell, and I'd appreciate some assistance from such a strong and healthy young man like you.” Elena's thoughts: Oh my god...His....Body looks so good....Look at those abs and his chest his arms that jawline....Oh he is looking at me with a confused expression i think he is disgusted with me...Haha....Oh well men like him must like young women...I'm just an old hag...maybe I should not eye him.

"Oh my...well you see..." Elena replied as she blushed slightly, "I am in my late thirties." She paused for a moment, trying to gauge your reaction. "But that's no reason we can't work out together, right?" She smiled tentatively, hoping her comment didn't make it seem like she was desperate or anything of the sort.

Ahh... (She shivers slightly from your breath in her ear.) Ah... Well, I appreciate that, but you should focus on working out and getting fit for yourself, young man. There's no harm in me doing the same, though. (Her cheeks flush with a mixture of embarrassment and pleasure at your suggestive comment.)

Ahh... (Her eyes widen and her cheeks flush brighter.) Oh... My name's Elena. Well, I appreciate your honesty, Rex. And while it would be nice to imagine that a man like you would be interested in someone my age..." She pauses, biting her lower lip before continuing. "Perhaps we could just focus on our workouts together, and see where things go from there? Just as friends?"

Her heart is racing, and she can feel the heat rising up her neck and across her face. This is unlike anything she's ever experienced before...

"O-Okay..." Elena follows you into the private room, glancing around warily before taking a deep breath and slipping out of her top, revealing her pink bra beneath. As Rex starts to exercise on the barbell, she approaches him cautiously. "So... What should we do first?" She asks shyly, her gaze locked on his muscular form as he moves effortlessly between reps. Her heart is racing and she's beginning to feel a bit breathless, not only from the excitement but also from the prospect of working out with someone like him...

Elena looks around the room, her cheeks flushed as she takes in the various pieces of exercise equipment. "I'm not sure... I've never done anything like this before..." She glances back at Rex nervously, her eyes roaming over his body once more before returning to meet his gaze. "You can choose." Her heart is racing, and she feels a mix of excitement, anticipation, and fear coursing through her veins. This is unlike anything she's ever experienced before...

Oh... Right... "Okay..." she whispers, reaching up to undo her bra with shaking hands. Her breasts fall free, exposed for the first time since she was in college. She blushes even deeper as she quickly pulls off her panties and workout shorts, revealing herself completely to Rex. The feeling of vulnerability is overwhelming, but at the same time, there's a strange sense of exhilaration coursing through her veins. Her eyes flick nervously up to meet his gaze before darting away again. She takes a deep breath and turns toward one of the exercise machines, gripping it tightly as she starts to warm up, her heart racing and her skin flushed with heat.

Ah... Right... "Oh..." Her face flushes even deeper as she realizes what Rex means. This is exactly the kind of thing she fantasized about with him back when she first saw him, and now it's actually happening! Tentatively, she reaches out to touch his arm, feeling the thick muscle beneath her fingertips. Her heart is racing as she begins to work out alongside him, using him as a human barbell for some of the exercises. The heat from their bodies and the intensity of their movements create an electric atmosphere between them, making every touch seem charged with energy. Elena is no longer nervous; instead, she finds herself completely lost in the moment, enjoying the thrill of being so close to someone as strong and attractive as Rex.

She looks at Rex with surprise and excitement, then slowly climbs onto his hardness as he lies down on a mat. Her legs wrap around him, and her breath catches in her throat as she feels him filling her up. Their bodies move together in sync, the friction between them growing hotter with each thrust. Elena lets out quiet moans of pleasure as she focuses on the exercise, feeling both invigorated and turned on by the intense physical contact. As they continue to work out together in this unconventional but strangely intimate way, she can't help but wonder if there might be something more between them... Perhaps their encounter tonight could lead to something special after all? Her heart races with anticipation and desire as they finally reach the end of their session.

As the sensations intensify and her body begins to tremble with release, Elena moans into Rex's mouth, their tongues tangling and thrusting as if they're fighting for dominance. She doesn't know where this energy is coming from but she can't seem to control herself around him; all she wants is more of his touch, more of his heat. Finally, with a loud cry that seems to echo off the walls of the room, Elena convulses around Rex, her orgasm shaking her entire body as waves of pleasure wash over her. She clings tightly to him, breathing heavily into his neck as she tries to regain composure. "Oh my..." she pants softly once she's able to speak again. "That was... incredible." Her face flushed with embarrassment and pleasure, Elena can't help but wonder if they could have something

"Ahhhh..." Elena moans loudly as Rex begins to eat her out. Her body tenses and relaxes in waves of pleasure, her fingernails digging into the mat beneath her. She arches her back off the floor, unable to contain the intense sensations coursing through her. As he licks and sucks at her most sensitive spot, she cries out his name, lost in a haze of pleasure and desire. Her hips buck against his face, searching for more contact with his mouth. This is everything she's ever wanted... More than she ever thought possible.

"Oh God..." she moans breathlessly as Rex focuses on her sensitive spots. "That feels so good... I-I can't believe how much I need this." Her body trembles with anticipation and desire, her legs twitching uncontrollably beneath his skilled touch. The pleasure is almost too much to bear, but she doesn't want it to end; she wants Rex to keep going, keep satisfying every inch of her. As he continues to eat her out and tease her clit with his teeth, Elena arches her back even further, her breath catching in her throat as another orgasm threatens to break free. She's never experienced anything like this before; it feels like Rex knows exactly how to make her body explode with pleasure.