I huffed and puffed around this park path for the last four months. I was 45 and out of shape. I wasn't fat but I had a pound to lose here and there. Okay, okay, maybe multiple pounds.

A ten minute drive from where I lived was a large park with a popular exercise path. The course was a three and a half mile circle. People came to walk and to jog. People came to bike and to skate. I hated how the latter zipped past us slower traffic but they were legal here. I was a slow jogger. I hated jogging. Hated it! I needed to do it to get into shape or some semblance of shape. I wanted to be young when I got old and not simply old.

It was June. Today, my slow jog turned into a walk half way around the course. My walk was probably faster than my jog but it was less aerobic. I was not motivated this day. I walked a quarter of the path so far.

I lost seven pounds since I started my exercise regimen but this sure seemed to be a hard way to get in shape. If only those TV pills worked...

"Keep going," said a voice.

I came out of my thoughts and saw a thin brunette girl with a flopping ponytail run ahead of me. She came back and slowly jogged next to me at the same pace as my walk. Two other girls, a pony-tailed blonde and a brunette with bouncy bobbed hair, joined me.

Youth! If only I still had the youth of these college girls. During the past week, I saw an influx of college-aged guys and girls at the park. The university must have recently ended its spring semester and was on summer break.

"Keep running," the first girl said.

I smiled politely but I scoffed internally. She was 19 or 20. Not old like me.

"Bye," she said.

The three girls continued on.

I tried to get to the exercise path after work every day. There were normal unplanned occasions that interrupted my goal but overall I was faithful. I soon recognized the everyday "regulars". There were a couple of women pushing strollers and working off their pregnancy weight. There were three dog walkers and an old guy on a bicycle. Other regulars were the standard variety of joggers and walkers all in various stages of fitness. I was in the "less fit" category but I was working on it. One lady I saw all the time looked heavier than she did four months ago. She obviously over-rewarded her workouts by eating too much.

I puffed along the path in my slow jog. I was here yesterday and I was here today. I was halfway around when a trio of girls effortlessly cruised by me. From the bouncing pony tails of the brunette and blonde and the short brown hair of the third girl, I recognized them from the other day. They were quickly a good 100 feet ahead of me.

I picked up my jogging pace.

Slightly.

My walking pace was still faster.

The pony tail brunette looked back and stopped. She called to her friends and they came to an abrupt halt. She pointed in my direction and they watched me approach their position. Pony-tail wasn't looking past me or staring vacantly at nothing. She watched me!

Even at my slow pace, it didn't take me long to catch up with them. The girls separated so I could pass through. Pony-tail immediately matched my speed on my left as I went ahead of the girls. Short-hair went to her left while Blonde was at my right.

"There you go," Pony-tail said. "Keep it up. It will get easier every day."

"Easy for you to say," I said. Upcoming on the path was a little hill that always turned my jog into a walk.

"You can do it," she said.

"Thanks," I said.

"See you later," said Blonde as they took off. Short-hair looked back at me and flashed a friendly, toothy smile.

If only I were a few years younger...

My cock still thought I was young. He stirred as I watched those firm little asses disappear down the path. Fortunately, it was just a small twitch and my cock didn't impede my jog.

I made it about half way up the incline before I slowed to a walk. This path section wasn't steep, but it was a longer distance than I had the stamina for.

"A little faster," said a voice in my ear.

I almost jumped out of my skin. Pony-tail was directly behind me. I didn't hear her approach and I was generally observant because I wanted to stay out of the way of the bicyclists and in-liners.

"Hi," said Blonde as another girl appeared in front of me.

I noticed the bounce of her chest more today as she slowly jogged backwards and faced me. She wore a different jogging bra than the other day and this bra obviously didn't hold her as "secure".

"Stretch those legs out," Pony-Tail said.

I flinched instinctively when she spoke since she was still right in back of me.

"Hi, I'm Jen," said Short-Hair as she now appeared in front of me.

I mumbled my name to her.

"Glad to meet you," Jen said. "It's fun to get in healthy shape."

Fun? Fun in some twisted and demented sense of the word. I did this because this was the only way to get fit. I looked Jen over. She was in fine shape. That was a beautiful college-age body. She was fit and firm. The thoughts made my cock stir.

To distract my cock, I asked Blonde, "What's your name?"

"Nicole," she said.

"Try to stay up with us," Pony-tail said as she came around me.

"She's Haley," Jen said, completing the introductions.

"Come on!" encouraged Nicole. She and Jen picked up the pace.

Haley looked at me expectantly. I waved her off. There was no way I could keep up with such youthful women.

"We'll slow down for you," Haley said.

"You don't want to slow down to my speed," I said.

"So meet us in the middle."

I shook my head.

"You could do it if you wanted."

"You girls can run circles around me. You would literally if I jogged more than one lap."

Haley looked up the path. Nicole and Jen were about to be out of sight as the road turned.

"See you later," she said.

"Bye," I answered as she sprinted away to catch up with her friends.

They could encourage me all they wanted, but there was just no way I could maintain the pace they ran at.

I trudged forward down the path. I was almost to the end and I looked forward to my air-conditioned car. Rapid footsteps behind me prompted the turn of my head. It was the pony-tail brunette.

"Hi," she said with a smile.

"Haley, right?" I asked.

"Uh-huh," she replied. "You're doing pretty good."

"I like to finish strong."

It was the truth. I didn't need to impress her or anything.

"You look fresher," she said. "Your face isn't as red."

"Yeah?" I said. I didn't know my face got red.

"I thought you were going to pass out yesterday. You look better today."

"Thanks," I said.

"You're getting stronger," said Jen as she and blonde Nicole caught up.

I just nodded. Why argue? It wouldn't do me any good.

We made small talk as we slow jogged toward the end. Haley and Jen were 19 and Nicole was 18. They did indeed attend the local university and all just finished their freshmen year. They shared a studio apartment.

"Who sleeps on the couch or do you take turns?" I asked.

"The couch?" questioned Nicole.

"One bedroom, three girls. Do you have a twin and a bunk bed in the room?"

"Just one big bed," answered Jen. The expression on her face made it seem like it was the most normal thing in the world for three girls to share one bed.

"You sleep in one bed at the same time?" I said in surprise. That wasn't the most normal thing in the world.

"It's a king," said Haley. "There's plenty of room."

I guess if I was skinny like these girls, there would be plenty of room. These three girls could easily sleep on a big bed without disturbing each other.

"Oh!" said Jen as if she suddenly realized something. "You think we're a bunch of lesbians!" Her voice expressed disgust.

"Ewww!" said Nicole. "How could you think that?"

"I didn't!" I insisted because I didn't.

"You must have thought it," Jen said.

"I didn't understand what you meant," I said.

"Your face is all red now," said Haley.

I looked at her. She had an enormous laughing smile on her face.

"Don't slow down!" I heard Haley's voice as I came to a walk on the incline.

All three girls appeared in front of me.

"Come on," encouraged Jen and waved her hand forward. Nicole just nodded her agreement.

"It's just too long of a hill for me," I explained.

"You get your best exercise on hills," said Haley. "If you need to walk, walk on the flat ground."

"If I was young like you..."

"You're not that old," Haley interrupted.

"I couldn't run like you girls when I was your age," I added on.

"You're doing good. We see you out here everyday. You just need to give a little more effort. You're going too easy. Pick it up just a little and you'll get a better burn and get in shape that much faster."

"This is hard enough..."

"Push yourself," Haley interrupted again.

Nicole waved me forward and said, "You can do it."

"Come on," encouraged Jen.

I would like to cum on her, alright.

"I'm too tired today," I said lamely.

"Hmmmph!" said Haley.

The trio took off.

"We decided you need more motivation," Haley said when the girls showed up in almost the same location as yesterday.

I sighed. The girls were great eye-candy to look at for a middle-aged guy like me but they sure were annoying.

"We came up with a plan for you," Haley said. The other girls adamantly nodded their heads.

Now what? Leave me alone.

"If you can catch us..." said Jen.

" ... you can..." said Nicole.

" ... fuck us," completed Haley.

What? They were joking, right? Just a gag on the old guy?

My facial expression must have expressed my doubts.

"We mean it," said Haley.

"Seriously," said Nicole.

"You can even fuck my ass," said Jen.

All three girls laughed.

"Come on..." I said with disbelief.

"If you can..." said Jen.

" ... catch us..." said Nicole.

" ... you can fuck us," completed Haley.

I ran forward. The girls split apart from each other and easily dodged my fumbling arms. They sprinted forward. I chased after them but quickly stopped. It's hard to run with a fully hard erection.

"See you tomorrow!" yelled Haley back at me. "We mean it! If you can catch us..."

"Here we are!" Haley said as the trio rapidly passed me.

My cock immediately semi-stirred.

"Ready?" Haley asked.

"For what?"

"To fuck us," Haley answered.

"Fuck us! Fuck us!" said Jen. She turned and waggled her ass at me.

I lunged toward the ass-waggler.

"Jen!" cried out Nicole in warning.

Startled, Jen sprinted forward and was quickly out of reach.

"That's no fair," I chastised Nicole.

"We can't make it that easy," said Haley. "Don't you want to get in shape?"

I didn't answer.

"I think he just wants to fuck us," answered Nicole for me.

"If you can catch us, you can fuck us," said Haley.

The girls moved out to catch up to Jen. I moved a little faster but quickly needed to return to my regular pace.

Over the next month, I knew there was no way I could catch them no matter how fit I was. Certainly the girls knew that and didn't expect me to ever catch them. I did loose ten pounds and my overall physical condition was greatly improved, so that was good.

My conversations with the girls became flirtier and flirtier.

"So you like it in the ass?" I asked Jen.

"I've never done it," she said.

"So why offer me your ass?"

"Just motivation for you. You ever fuck an ass?"

"No," I said. All three girls had cute fuckable asses.

"Do you like tits?" asked Haley.

"Of course," I said. "I love tits!"

"Nicole's are bigger than they look," Haley said about her roommate. "Her sports bra mashes her tits way down."

I looked at Nicole. She appeared embarrassed.

"Why don't you give him a flash?" Haley suddenly said.

Nicole glared.

Haley said, "Yeah, show him what he wins if he catches us."

"Haley..." protested Nicole.

I quickly said, " ... and Jen can show me her ass and you can show me your pussy."

"Not until you catch us," Haley said obviously annoyed at my suggestion.

Jen nodded agreement.

"If you promise not to try to catch Nicole," said Haley, "she'll show you her tits."

"Haley..." protested Nicole again.

"It will be okay," Haley said holding her hand up to shut up Nicole.

I didn't care if it was okay or not. Seeing college teen tits a few feet away from me would be wonderful.

Haley stopped so I stopped also. Jen and Nicole halted with Nicole a little distance further away. Haley looked around.

"At that turn," Haley said pointing.

We jogged to the bend in the road. There was a nice shade tree that blocked the view of exercisers. I looked back and saw a jogging couple and a bicyclist. The bike quickly passed the joggers and then went by us.

"Nicole," Haley said and motioned her forward.

"You don't have to if you don't want to," I said. I didn't want Haley to force her to do anything.

"Oh, she wants to," Haley said.

"She's flashed a trucker or two," said Jen.

"Or ten or twenty," said Haley.

Nicole stepped toward me. Haley and Jen went behind her and provided a shield. The two joggers went by us. We waited until they were a little distance away.

Haley gave one last look down the path. "Okay. Go Nicole."

Nicole did it! She reached underneath and pulled her sports bra up and over. Her tits spilled out. I quickly guessed the fine firm pair were 34Cs. Nicole's tits were pale white with a dark areola. Her nipples hardened immediately in the open air.

"Nice!" I said approvingly. Tits on an 18-year old were a marvelous thing.

Nicole worked her sports bra back down and adjusted herself until she was comfortable.

"Let's run!" Haley said.

The girls started running but I stayed still.

"What's wrong?" Haley asked. The girls approached me.

"Go ahead," I said waving them on.

"Something happen?" Haley asked.

Yes, something happened. I was a guy after all.

"Go on," I suggested again.

"What's going on?" Haley insisted.

"I can't run right now."

"Why not?"

I didn't answer.

"You can tell us," Haley said.

"Excuse me," I said. I turned my back to the girls and adjusted my hard raging erection. My balls were constricted and ached.

The girls laughed. They laughed too hard for my taste.

"If you were a guy, you'd understand," I said.

"Is that the fella?" said Nicole and pointed at my tented shorts.

"If that happens all the time, he'll never catch us," said Jen.

"Yes, I will!" I said energetically. "Time out's over!"

The girls jogged off and I chased after them. I apparently surprised them with my fervor. I forced them to sprint away from me. I stopped. I needed to badly release the build up in my balls. My chase aggravated my ache and I limped along the path the rest of the way.

The girls came back to playfully taunt me then they were gone.

"You're getting better," Haley said. "Can you beat us to the end?"

I stepped my run up a notch. My longer legs took longer strides and I surged ahead of the girls. The girls hung back for a few minutes. I kept looking back at them at first but then decided to just keep my eyes forward and focus on the goal. Sweat poured down my face and my heart pumped harder. I was at the beginning of the long straightway that led back to the beginning of the exercise path. Doubts crept into my mind about keeping up this pace.

I heard three sets of footsteps approach and then the girls zipped past me.

"That's the way!" Haley said as she went by.

I stopped and gasped for breath with my hands on my knees. I was glad the girls went by when they did. I wasn't going to make it.

Haley returned in a few minutes.

"You were doing great!" she praised. "You can go faster than I thought you could."

My head pounded but I managed to look up at her. I gasped out. "I ... didn't ... know either."

"See you tomorrow," Haley said. "Remember..."

I knew what was coming as I took deep open mouth breaths.

" ... if you can catch us, you can fuck us."

I never really believed the girls would let me fuck them. What would three hot college girls want with a guy old enough to be their Dad? Nicole flashing her tits at me was just having fun with the old guy but Haley's new "incentive" today made me wonder.

Haley said," Jen said you can put your hand down her shorts and give her ass a nice, friendly squeeze."

The look that instantly came on Jen's face contradicted Haley's statement.

Haley grabbed Jen's hand and pulled her toward me.

"Come on," Haley told her. "He's just gonna touch your ass not fuck it."

"I'll be nice," I said. I wasn't going to pass on the opportunity to touch college girl ass.

"Haley..." Jen said quietly

"It'll be fun," Haley told Jen.

Haley didn't need to tell me. I already knew it would be fun and my cock agreed.

"Go ahead," said Haley. "The coast is clear."

There was a lull.

"Go on, Jen," Haley said, "before someone comes."

Jen looked into my face. I smiled weakly and tried to appear harmless. She took a step forward.

"Wait!" said Haley as she watched down the path.

A rollerblader went by in a few seconds and a minute later a female jogger went by. She looked at us standing around but kept moving on.

"Okay," Haley said.

Jen pressed against me. It was nice to have such a youthful body against mine. I reached behind her and pulled her shorts out. I slipped my other hand down the opening. She wore thong underwear. My hand ran down over the bare skin of her ass. I cupped her cheek and gave a strong squeeze. So wonderfully firm! Those were the days of my youth! I did the same with her other cheek then slipped my hand out.

"Thanks, Jen," I whispered so only she could hear.

"You're welcome," she said loud enough for all to hear.

"Ready to race us to end?" asked Haley.

"I have a problem again," I said and pointed to my erection.

"Men!" said Haley with a laugh. Her brunette ponytail bounced around.

"They're all the same!" chuckled blonde Nicole

"I'm flattered," said Jen. "I made the old guy hard."

"He's not old," corrected Haley.

"You girls can make dead guys get hard," I complimented.

"See you later," said Haley.

Several days later, I waited for the girls at the "tit-flash" and "ass-rub" location.

"What are you doing?" Nicole asked first as the girls stopped.

"Waiting for you."

"What for?" questioned Jen.

"Incentive," I said tersely.

"Yeah?" said Haley showing interest.

"Sure," I replied evenly. I was determined to show no emotion and be Mr. Cool. "Nicole showed me her tits and Jen let me rub her ass, so obviously you need to give me an incentive."

Nicole and Jen closed in. I think they liked my idea and they hadn't even heard it yet.

"And what would that be?" Haley said with a smirk. She was determined to stay in control.

"That's obvious," I said with retained composure. "I put my hand down your front."

"Oh, no, no, no, no, no," said Haley and shook her head as if the idea was ludicrous.

I looked at Nicole and Jen and put my palms out to wordlessly say "what's wrong with that?"

"Come on, Haley. It's only fair," said Jen.

"Give the guy a break," said Nicole.

"He didn't touch you, Nicole," Haley defended.

"What does it matter?" I interjected.

"But it's my..." Haley said.

I interrupted. "Jen wasn't afraid."

"I told you how it was a thrill," said Jen.

"Yeah," said Nicole. "I almost feel like I missed out because he didn't touch my tits." She then looked at me. "Don't get any ideas."

"It's Haley's turn," I said to show Nicole I didn't have any other ideas.

Haley didn't reply.

"Jen," I said. "Let me know when it's clear."

I pulled Haley toward me and spun her around so her back was to me. I wrapped my arms around her front and pushed up against her. My cock pressed against her ass. There was no way she couldn't feel my erection against her.

"No one's around," said Jen.

I stuck my thumb into Haley's shorts and pushed down until I could hook under her panties also. I pulled outward and my other hand slid down into the opening.

"No hair?" I said in surprise when I detected a pube-free pussy

"It makes sex better," Haley said. It was the first time she ever seemed bashful.

I found her clit and slow rubbed it. Haley's breath deepened.

"Very nice," I whispered a compliment.

My index and middle finger opened her pussy and ran up and down on opposite sides of her inner lips.

"Jogger!" warned Jen.

Haley pulled on my hand but she couldn't budge me.

"Nicole! Jen! Block the view!" I instructed.

"Please," Haley insisted as she tried to extract my hand.

My thumb rolled over her clit. She gasped in response and became weak in the knees.