Now that 50 was here, Gil had decided to start getting serious about getting his body back in shape. Catherine agreed it was a great idea and they converted her den into an exercise room of sorts. Gil grabbed a sports bottle full of water and headed to the den and saw that Catherine had already started out on the treadmill. After a quick warm-up, he got on the recumbent exercise bike.

Catherine had smiled at him when she saw him come in but she was engrossed in listening to her iPod. Gil quickly became entranced watching Catherine's body as she lightly jogged on the treadmill. As he watched her breasts bounce up and down, he found himself getting rather aroused. He tried to distract himself by concentrating on his pace on the bike. The combination of watching Catherine and the exercising had Gil getting extremely hot and sweaty. He decided it would be a good idea to take off his shirt.

He took off his soaking wet shirt and glanced at Catherine and then resumed pedaling. Catherine looked over and upon seeing he was now shirtless, her eyes roamed over his body. She became so distracted watching him that she lost her footing and had to quickly grab onto the treadmill's side rails to keep from flying off. She was glad to see that Gil was concentrating so hard on pedaling that he failed to notice her staring.

Gil was trying so hard not to look at Catherine that he was pedaling like a mad man. He didn't even realize that with each frantic turn of the pedal the shoelace on his left shoe was getting wrapped around the pedal arm. He felt the pulling of his shoe and looked down and saw that the lace was knotted completely around the pedal arm attachment.

He glanced over to make sure Catherine hadn't seen the silly predicament he had gotten himself into and he was relieved when it appeared she hadn't. He leaned forward to try to unravel his shoelace. He found himself wishing they had opted for the regular exercise bike instead of the recumbent style since he had to lean so far forward to reach his shoe. As he leaned forward, he felt a sharp pain in his back. He wasn't able to maneuver his shoe off of his foot and he didn't want to chance a pulled muscle so he reluctantly got Catherine's attention so she could help him.

"Hey, Cath!" Gil yelled so she could hear him over her music.

She took her headphones off and looked over at him and saw him frantically yanking his leg back and forth. "What in the world did you do?"

"My shoelace accidentally got wrapped around the pedal and I can't get it unknotted."

"Why don't you just take off your shoe?" Catherine replied, trying not to laugh.

"I tried but when I leaned forward I felt a pain in my back and figured I better stop. You don't want me laid up on my back for days, do you?"

A smirked appeared on Catherine's face as she contemplated whether that would actually be a bad thing.

"Very funny. I know what you're thinking. Would you just please come over and help me get my shoe off?"

Catherine slowly got off the treadmill and grabbed her towel. She tossed her hair back and seductively ran the towel across the back of her neck and her exposed stomach under her sports bra. Gil licked his lips and almost forgot about his shoe as he watched her. She then slowly sauntered over to him. She saw that his eyes were fixated on her breasts and she looked down and noticed quite a bulge forming in his shorts.

"I'll help you but I think I should be able to have a little fun with you first," she said, trying to maintain a straight face.

Gil's mind was racing and he couldn't imagine what she had in mind with him reclining on an exercise bike. "What exactly did you have in mind?"

"Oh, relax. It's just phase two of your workout."

Gil's eyes widen with anticipation as she sat down on his lap with her legs on either side of him. She slowly met her lips with his in a sensual kiss. As their tongues caressed each other's, Catherine ran her hands up and down his back. His hands made their way down her body and he gently kneaded her tush.

When the kiss broke, Gil's lips moved to her neck while his hands went under the elastic of her sports bra and with her help, he lifted it over her head. With her bra out of the way, he then grabbed his sports bottle and squeezed water down her chest. As the water cascaded down her breasts, his tongue moved in long, slow strokes, licking up the water. He lightly ran his fingers over her nipples and then took each one into his mouth. Catherine moaned and arched her back. She was so caught up in the feeling of his tongue on her breasts that she had to grab the bike's handlebars to hang onto.

After he finished lavishing attention on her breasts, his mouth found hers again for a passionate kiss. She then got up off of his lap and she quickly released his foot from his shoe so that he was able to get up enough to remove his shorts and boxers. He sat back down and she kneeled in front of him and began to place kisses all over his chest. She took his right nipple in her mouth and gently grazed it between her teeth.

She went to his other nipple while her hand found his rapidly hardening erection and began to stroke. After she finished with his chest, she moved down and ran her tongue across the tip of his erection. She then ran her tongue from the base up the shaft. She took him into her mouth and moved up and down his length. She saw him white knuckling the handlebars so she knew he was close and she definitely wanted him to be inside her when he came.

She stood back up and quickly removed her shorts and panties. She then lowered herself onto his erection as she sat back down on his lap. She grabbed onto the handlebars so she could use them to help her build a steady rhythm. She started moving slow at first, moving up and down his whole length with every stroke. He soon picked up the pace and was almost slamming up into her. She had to tightly grip the handlebars to even hang on.

Her breasts were bouncing up and down in front of him and he reached out to run his fingers across her nipples. She began moaning his name and he knew she was close. He moved his hand down to her clit and after a few more strokes, she arched her back and screamed out his name. Hearing her screaming his name and watching her in the throes of orgasm triggered his own release and he forcefully came inside her.

She let go of the handlebars and layed her head on his chest as they both recovered. After several minutes, he brushed her sweat- drenched hair out of her face and brought his lips to hers for a kiss. After the kiss broke, he caught her eyeing the treadmill.

"What are you thinking about?"

"I was just trying to picture what kind of `workout' we could have on the treadmill tomorrow."