The time, six months ago. The scene, the local YMCA.

There I was, a 6 foot, 265 pound blob of 40 year old insecurity and bruised ego, struggling to keep up with the rest of the aerobics class. Sweat stung my eyes and pain radiated from my bad knee -- neither sensation was particularly noticeable compared to the pounding of my heart and the gasping sounds of my labored breathing. Pride was the only thing which kept me on my feet and moving.

I could tell that the instructor was watching me, waiting for me to collapse -- or perhaps trying to figure out what I was doing in her class.

It wasn't an advanced aerobics class, but it was more than what a beginner like me should have been in. I signed up knowing only that I needed some structured exercise -- no one told me what I was getting into, or, more probably, I wasn't paying attention. Now, I was too proud to admit that I was in a little over my head. Yes, the instructor, a rather nicely put together brunette who appeared to be about 19 or 20, was definitely looking at me.

Locking down my newly discovered determination (developed after months of intense therapy -- more on that later if it becomes relevant), I compromised slightly by not doing quite as much as my classmates and eventually made it through the session without a myocardial infarction.

After we finished, the instructor, Lisa, walked right up to me as I was headed for the showers.

"You're John, aren't you?" she asked.

"That's me all right." What a clever response, I thought. "I suppose you're wondering what a blimp like me is doing in your class, eh?"

"No, not at all. I know perfectly well what you're doing in my class. And I want to talk to you about that. Are you busy right now?"

"No, as a matter of fact. After my shower I was just planning to go home and collapse," I said, laughing.

She laughed too. "Well, if you could put off collapsing for a little bit, I was going to suggest a cup of coffee at Perkins (tm)."

"Do you have coffee with all of your overweight and out of shape students?"

"No, not usually, but something tells me I should have a cup with you."

I nearly said no. Since I am telling this story, I can stop right here and explain that. For those waiting for the juicy sex scene, wait a little while and I will try to make it worth it for you to keep reading.

If you'll recall, I said at the top that I was 40. An 18 year marriage collapsed under me a year earlier. My fault -- I never dealt with my father's alcoholism and its effects on me. Denial was a way of life. I became more and more unrelatable to my wife and my two kids. Alcohol is only one escape from life. There are many others. Food was one of mine. My divorce was a real wake up call. I nearly lost my job and everything else in my life without dealing with my problems, but when I lost my family, well, that was something that really got to me.

I got into therapy and began to deal with all the things going on inside my head. But I still wasn't into relationships. Too many wounds, many self inflicted, had left my heart encased in some pretty tough scar tissue. That's why I hesitated a little before saying yes to Lisa's invitation.

"Sure. Sounds great. I'll meet you in the lobby in 15 minutes."

Cut to a Perkins. Any Perkins. They all look pretty much the same. A freshly showered couple sits in a booth at the back of the restaurant. Small talk ensues.

"You said you knew why I took your class," I said, by way of transition to the real reason we were here. "What did you mean by that?"

"You're trying to prove something to yourself. Recover your lost manhood. Go back to the time when you were young and in shape. You felt better then. You want to recapture that."

"I've lost my manhood, eh? What makes you think so?"

"I know who you are. My sister took a college course from you once, which may explain why you said I look familiar to you, though you couldn't place me. I know a little bit about what's been going on in your life. Your divorce, for instance."

"I'd be careful with that if I were you. It's still a touchy subject for me." I gave her a moment to digest that. "So I want to recapture my youth. I didn't think 40 was all that old, compared let's say, to 80. Let's assume for the moment that you are right. So what."

"It's the wrong reason for you to be in the class. You don't belong in this group anyway -- I checked at the desk and they put you in this class by mistake -- you should be doing lower impact aerobics until you work yourself back into some sort of shape."

"So, what would you consider a good reason for me to take your class?"

"Because you want to sleep with the instructor."

She said it with a straight face. I'm sure my chin dropped all the way to my chest before I recovered my composure. I started to laugh, thinking that she was joking, and was cut off in mid guffaw by the serious look on her face.

"You're kidding, right?"

"No, I'm not. There's only one way you're going to get through this class, John, and I'm telling you what it is. You're going to have to believe that when it's all over, there's going to be a reward."

"I'm a little confused." Wow, what a master of understatement.

She smiled. I'm sure that I was red as a beet. I was embarrassed and very close to getting angry with her. If this was some sort of elaborate tease, it was a cruel one for sure.

"That's true enough. Most men are. Tell me, how long has it been since you felt attractive?"

Well. That certainly caught me by surprise. To be honest, I don't know if I've ever felt attractive. Not physically anyway. Growing up I had some real conflicting needs -- the need for attention, yet wanting to blend in to the background. I wanted people to be close to, but I wouldn't let them in. That's probably why my marriage failed -- my wife could never get inside of my head because I wouldn't let her. Some sort of trust thing. Well, anyway, I had to come up with some sort of answer...

"A while." Wow, another pithy comment.

"I thought so. Did you know that when you were my sister's teacher in college that she had the hots for you something fierce?"

"No way!" I remember my ex-wife warning me about all the coeds who would get the hots for me and try to 'make the grade' so to speak. I used to laugh, point at myself, and say, "Yeah, right. Just look at me, Joe Stud."

"She did. She used to tell me about it all the time. The only reasons she didn't hit on you then were that you were married at the time and she knew what kind of negative effect teacher-student relationships can have on faculty members. But she used to tell me her fantasies, and believe me, she was hot for you. By the way, if you ever tell her I told you this, I'll kill you."

"That's incredible. But what's the point?"

"The point, John, is that you are trying to make yourself physically appealing because that's what you think all women want. And the reason you think that way is that that's what men look for in a woman. Admit it. If I were 40 pounds overweight, you and I would not be having this conversation would we?"

"If you were 40 pounds overweight, you wouldn't be an aerobics instructor, either, but yes, I guess you're right. So?"

"Some women are turned on by a man's personality, believe it or not, and can even overlook some pretty major physical flaws. Ever wonder why Christie Brinkley married Billy Joel?"

"So, are you trying to tell me that I turn you on, somehow, right now even though I look more like Dom Deluise than Burt Reynolds?"

"Not quite. But my sister and I are a lot alike. I think that if I spent some time with you, I could become very attracted to you. One thing you should realize is that a lot of those blow dried body building types are so stuck on themselves that they make lousy lovers. Other kinds of guys, more like you, are more attentive to their partner's needs and can actually be more satisfying sexually."

I was flattered to say the least. My self esteem was growing by leaps and bounds. But I was waiting for the other shoe to drop. No, sir. This wasn't going to be happening the way it looked. No beautiful female like the one sitting across the table was going to get the hots for me all of a sudden. And even if she did, I was sure that it would be a short relationship, particularly when she got a load of my lack of staying power -- though if she liked getting head, it might make up for it -- I'm very good at that.

"But, (here it comes, I thought) there's a catch."

"I knew it."

"You do need to get into shape, and not just so you'll be some sexy middle aged stud, either," she laughed, taking the sting out of the jibe, "but for your health. And, by the way, being in shape will make you a better lover to boot. So, here's what I'm proposing. You attend my class regularly -- but don't try to keep up with everyone, just go your own pace -- and do something about your food intake, and I think you'll start to see some results. It might help to do Nautilus along with the aerobics to shape your body a little as you take the weight off. Now, the good part. I am confident that if you work at it, you can get to where you want to be, physically, in about six months. Between now and then, we'll keep meeting for coffee and getting to know one another a little better. If you've been faithful to the physical regime for six months and make your goal weight (I had told her it was 200 lbs even) you and I will spend a weekend at a cabin I inherited from my grandparents. It's in a very secluded location on a beautiful lake not far from here."

Incentive? This had to be it. I agreed to her terms. Hell, even if I didn't end up making love to her, I would be in somewhat better shape then I was right now. But it was going to be a long six months.

That conversation happened six months ago. Through some changes in my nutritional habits and the physical effort required by my aerobics class and daily walks of about 5 miles or so (along with some Nautilus sessions two or three times per week), I have achieved my goal weight and I am in the best shape of my adult life.

Believe it or not, after the first few sessions, I began to enjoy the aerobics workouts for their own sake, rather than just because I thought I might get into the instructor's pants. Over the three month period we occasionally went out for coffee after a workout session, but the subject of her cabin in the woods and what we might do there did not come up for further discussion.

That's why I was kind of surprised when I opened my mail today. There was a card with a note inside and a map. The note said "Every Good Boy Deserves A Favor" (which also happens to be the title of my favorite 'Moody Blues' album) and it was signed "Your Breathless With Anticipation Aerobics Instructor". The map showed the route to a lake near the city where I live. There were written instructions on the back of the map.

I laughed. She hadn't been kidding. I threw some things into a duffel bag and headed for the lake.

It was a beautiful drive. Early June in our part of the world can either be great or horrible. This had been a great June so far and it promised to be a great weekend to be at the lake. I couldn't have cared less about the weather, though, since I planned on spending most of my time indoors.

I was a little nervous. I hadn't been intimate with a woman other than my wife since 1973 and she was the only one with whom I had ever had sexual intercourse. I may not have been very relatable, but I was definitely monogamous. So, I didn't know how things were going to go, and I really wanted to please Lisa.

Following the instructions on the back of the map, I soon found my way up the long winding drive to the top of the hill overlooking the lake where Lisa's "cabin" was. Some cabin. Three bedrooms, including a master suite with a Jacuzzi on a deck overlooking the lake. Big living room with a field stone fireplace. Lots of comfortable looking furniture and hardwood floors. Lots of glass facing the lake. Large boathouse with what appears to be living quarters above. Space for two or three boats. One, a large inboard is tied up to the dock.

Lisa came out to meet me when I pulled up to the carport. She looked great in a pair of shorts and a halter top. A five foot nine inch vision of firm, healthy flesh topped with that beautiful brown hair (you can have your blondes -- I'll take brunettes every time).

"You made it! I wasn't sure you'd come."

She ran over to my side of the car and grabbed me in a big hug as soon as I got out.

"Who could resist an invitation like that? Of course I came."

"I'm glad. This has been a long six months for me."

"Oh? Why?"

"While you've been dieting and exercising, I've been completely celibate. I haven't even masturbated."

I was a little startled by this admission, masturbation not usually being a subject I discuss with women.

"What about you?"

"Lisa, if you're serious about going through with this reward thing, you'll be the second woman to whom I've made love in my lifetime, and since I outgrew masturbation about the same time my voice changed for good, I'd say that I'm in about the same shape as you."

"Good. Now, give me that bag and I'll show you inside."

She gave me a quick tour of the place, ending back in the living room. The mid- afternoon sun was shining through the pine trees making dancing patterns on the living room floor. Lisa was holding both of my hands in hers and we were facing each other in front of the fire place. By mutual consent and without words we moved together. My arms went around her waist and hers went around mine. Our mouths met in a light kiss -- just lip contact. Her perfume, light and sweet but not overpowering, came up to greet me.

"You smell delicious," I murmured into her ear.

"You smell like a man. A man that I very much want to make love to right now."

Our mouths met again and this time we held the kiss, our tongues beginning to dance with one another, probing, piercing, licking. Our bodies pressed together. I could feel her breasts pressing against me. I know she had to be able to feel my erect member pressing against her.

The kiss finally broke. She disengaged herself from my embrace and began to walk out of the room. I followed. Within moments we were in the master suite, standing by the king size bed, embracing once more.

I found the tie at the back of her halter top and untied it. She backed away and allowed it to fall to the floor in front of her, baring her breasts to me for the first time. I moaned with lust at their beauty. This was no frustrated anorexic exercise freak. This was a healthy adult woman who respected her body enough to take care of it and who also had a great body to begin with.

Her breasts were perfect. They projected straight out from her chest without any hint of sag. While obviously well supported by underlying muscle, they were not the breasts of a body builder. Her light brown aureolae were capped with nipples which stood out from the surrounding flesh like the tips of small fingers.

She allowed my inspection to continue for a few moments, and then, "My turn," she said, pulling my T-shirt out of my jeans and over my head. We embraced once more, each gasping as our flesh met skin to skin for the first time. Her nipples, hardened with arousal, dug into my flesh like two points of flame. We kissed again and my hands were all over her back, stroking, kneading, caressing.

I worked my hands down under the waistband of her shorts and discovered that she was wearing no panties. I cupped her ass cheeks, enjoying the firm, yet feminine texture. Her ass muscles clenched and unclenched as she ground herself against my erection which was almost painfully trapped inside my jeans.

Pulling my mouth away from hers, I began to kiss her face lightly and then her neck, gradually moving down to her upper chest just to the point where her breasts began to slope outward. She moaned with anticipation. My hands also moved lower, taking her shorts down with them -- but slowly, teasingly.

I began to kiss the upper portion of her breasts, alternating between each one, careful to avoid her nipples which looked like they might burst at any second. Meanwhile, my hands had pushed Lisa's shorts below her knees and they fell to the floor. She quickly stepped out of them.