"Come on Sam."Riley said, "No one will find out if we do it here and I want it!"

"Quiet!" Sam whispered in a harsh tone.

Looking around to make sure they were truly alone. Lifeguard training had ended just over half an hour. Keeping his word, he allowed Riley back in the class. Riley resuming his training had not had the desired effect Sam expected from him. Instead of focusing during class, he found himself with a constantly horny Riley. After every practice, he would corner Sam and wanted to mess around as much as possible.

"I can't believe my new role in sex is now being a top..."He shook his head.

"I just love getting pounded as hard as possible." Riley said with a wicked grin.

"Your ass is so tight no one could ever resist how good you are, man or woman. "He said matter of factly with a smirk. "They'd be brain dead to pass up on your sweet ass."

Leaning against the wall by the bathroom, Drew listening to every word...the conversation had a certain effect on Drew. Excitement and curiosity.

"Alright! But...not..."Drew heard Sam gasp "here though."

Drew heard a bit of shuffling and what sounded like flapping noises. Slowly, he peeked around the corner.

Riley was holding onto one of the rows of half lockers bent over with one hand and using the other to rub his crotch. Sam seemed to have disappeared though. Worrying that Sam might have seen him and was about to jump him he pulled his head back at the same instant the lights from the hallway and the large room with the pool went out. Panicked, he almost stumbled away when he heard steps back inside the locker room.

"What did you do?" Drew heard Riley say.

"I just turned off the outer lights to the main rooms." Sam replied

" "Why? Ohh..."Riley began to ask, but was cut off midsentence.

"Well, with the lights off no one will know we're in here, meaning we won't be interrupted and can make noise. Now hold still I'm going to turn off the lights in here as well."

Drew backed away, shifted his body to the other side of the water fountain at the entrance to the locker room, and squatted. The lights were right above his head. However, he doubted Sam would pay much attention and most likely would not even have to look for the switch. Still he held his breath and waited.

"Leave them on. No one is in here and I want to see you shove your cock in me."Riley pleaded.

The footsteps paused and then retreated towards where Riley's voice was coming from. Slowly standing, Drew inched back to where he was previously. He slowly looked around and realized he could see Riley and Sam very easily, but with the main lights off, he was casting no shadow so they could not see him. Looking down at his crotch, he felt his dick throbbing with his heartbeat. He wanted to jerk off, but with a belt and zipper it would alert them of his presence. Instead, he spread his left leg out a bit and leaned his front against the wall, grinding his dick into it. Biting his lower lip, he again peaked around the corner just in time to see Sam looking down and opening the Velcro opening to his trunks. Instead of pulling them down Sam bend forward a bit, used his hand to reach down and pull his dick out, and gave it a stroke.

"Hey, I don't have a..."Sam said leaning up and kissing the back of Riley's neck.

"That's ok, I trust you."Replied Riley, pushing his ass closer to Sam.

"No, I want to be safe..."Sam paused "for now at least. Once we've been together for a while then we'll go bareback stud." he finished in a soft voice but with an authoritative note.

"Come on Sam. How about you fuck me bareback, but when you cum pull out and shoot it on my back. "He scooted back a bit more and reached his own hand through his legs and grabbed Sam's dick giving it a squeeze which caused Sam to gasp. Amazingly, Drew had a great view with the right amount of light shining on the two that made it possible to see that Sam quite a bit of precum on the head of his dick. Riley reached back around and put his fingers to his mouth sucking the precum off.

Sam seemed to be hesitating and Riley looked around, wriggled his eyebrows, and shook his ass in a flirtatious way. The grin he was giving Sam was one of playfulness and urgency.

Smiling, Sam leaned down gave Riley a swift kiss, then yanked Riley's trunks down just enough to reveal the furry opening of the ass in front of him. Drew, grinded his crotch with immense force as Sam stepped up and lined his dick up to the entrance and slowly spread the cheeks out.

"You better hold on to the locker in front of you because I'm going to fuck the shit out of you."Sam said in a hoarse and strained voice.

Riley had barely gripped the locker with his hand he had been using to rub himself when Sam thrust hard and fast all the way in. Drew widened his eyes, and dropped his jaw. What the hell was going on, he wasn't gay. He had never wanted to do anything with another dude. Nevertheless, when he heard the pounding and slapping of skin in front of him all he could think about was wanting to fuck Riley. He stared at Riley's furry ass, and Sam's long dick going in and out at such a rapid speed. Sam leaned forward and bent Riley over leaning on his back and using his left hand to reach down wrapped his arm around Riley's chest pulling him back up.

Once standing straight up Sam wrapped his arm around Riley's throat and pulled his head back so they could kiss. Riley then turned his head back around and leaned forward again.

"Sam." said Riley, in an urgent tone.

Thrust thrust thrust thrust

"Yeah?" Sam replied in a labored voice, still pounding away.

"Jerk me off, please. I want to cum."Riley pleaded.

At this point, Drew was getting close himself. He planned to step away in a few seconds and pulling out his dick through his zipper and finishing his self-off so the two in the other room wouldn't hear his belt.

"You got it..."Sam paused." Didn't you say you had to take your clothes home for cleaning?" Sam asked while his thrusting became a bit more erratic.

"Yeah"Riley said in strained voice.

Drew saw what Riley couldn't. Sam had a mischievous smirk on his face. He reached down and started rubbing Riley's crotch, jerking him through his trunks. Riley stood straight up.

"Sam, what are you"Riley said in a confused voice.

"Hmm?" Sam hummed; slowing his hips, getting ready to pull out.

"You're going to ruin my trunks. I'm going to cum in my shorts if you don't stop." Riley sounded desperate.

Drew was breathing heavily, grinding himself into the wall, unable to walk away and jerk himself off through his zipper, and he was getting so close.

"I know, that's what I'm going to make you do. You're going to shoot your load into your trunks, getting your cum all over your dick, shorts, pubes, everything. You're going to be a mess and then I'm going to help you clean up when I get you home." Sam said.

Drew gasped, along with Riley in the other room, Sam almost immediately after pulled his dick out and cum was flying all over Riley's back.

Riley was now shivering and breathing hard, clearly being wracked by a powerful orgasm. Drew was also breathing heavily; he looked down at his pants and realized he had done the same. The warm and sticky substance inside his pants was now soaking through his boxers and was almost seeping through his near his left hip, where his cock had been when while he was grinding to the wall. Immediately after he stepped back and began to walk away, very confused but heard Sam say something to Riley, so he paused and listened.

"That was so fucking great." Riley was saying.

"I know!" Sam laughed, though he sounded exhausted. He leaned forward and kissed Riley's cheek.

"We're going to do this again after class in a couple of days. This time, there will be no lights on, no one will know we're here and we won't be able to see each other at all. Everything will be better. It'll be like I won't know who's fucking me!" Riley said enthusiastically.

Drew heard Sam chuckle and agree. Drew quickly retreated to the door to his car, thinking about the possibilities that could happen in a couple of days...so Riley wouldn't have any idea who would be fucking him huh?Drew smiled, already making plans...