I keep myself fit and because I've got a desk job I go to the gym regularly,I'm a 22 yr old lad and if you asked me 6 mnths ago what my sexual orientation was Id have said straight as a die. I don't come from here where I'm living now,I became friends with another lad after I joined the local gym,he's a similar age,he introduced me to a friend of his who is older,in his 40s,i've known them now for about 12 mnths. It never even occurred to me that they might be gay,Gary the older lad is really well built not all muscles but has a good physique,Clive is a bit smaller but also has a well looked after body. I am a bit shy by nature so it was nice when I became friends with them.At school I was never the one to be completely relaxed with being naked in the changing room and envied other boys who would muck about with each other in the showers and things. Both Gary and Clive were a bit like that,after a workout they thought nothing of sitting around naked.Occasionally I noticed that one or the other of them would become what I would describe as sexually aroused,never a full hard on,but a noticable difference in size,accompanied sometimes by that pulsating that happens when your cock is getting a bit frisky,it did'nt cross my mind at the time but that invariably happened when there was just the three of us in the changing room. They would always comment on it,never ignoring it as I did,''ready for some light relief'',''something's got an attention deficit problem'',''area of outstanding beauty''.though I found it a little embarrassing and tried not to take too much notice of their cocks the way they would draw attention to them made it difficult and I felt I should go along with the banter. Even when Clive brought me into the sexual banter I did'nt cop on to what was happening,just the three of us in the changing room,drying ourselves after a shower,Clives cock is doubled in size,Gary is laughing at him,saying down boy and you should try some fabric softener on that towell or don't rub as hard. Clive is looking at my cock and then says,you must keep that well exercised its always on its best behaviour.It was the first time that my cock had become the centre of attention,I was'nt sure what to do,Gary realised I was emrarrassed and I think trying to alter the situation said to Clive,we both know yours gets enough exercise but it don't stop it misbehaving and I'm sure his rises to the occasion when he wants it to. They were both still naked sitting there drinking some energy drinks,Clives cock almost fully erect and Garys also showing signs of arousal,Isaid something about wanting to watch something on telly and got dressed and left.When I got to my car I could'nt find my keys,searched through my kit bag and pockets,no sign,they must have dropped out in the changing room. Either they were too engrossed in what they were doing or my trainers did'nt make enough noise but what I'm suddenly faced with stops me in my tracks.I can see them through the glass in the door,I could'nt believe the risk they were taking,Clive is standing there his legs spread apart,Gary is on his knees in front of him,one hand on his arse the other holding his balls,he's got Clives cock in his mouth his head moving back and forward as he sucks on it,I can see that his own cock is rampant between his legs. I'm transfixed,I just stand there and watch them and then I could'nt believe what was happening to me,suddenly unlike what Clive had said my cock was not behaving,I can usually get an erection fairly fast but this even took me by surprise and the fact that I'm wearing shorts is a bit of a problem,I can even see never mind feel the action of my own cock. I'm in a state of complete confusion,needing my keys and watching Clive having his cock sucked and then Clive is lifting Gary upwards,I can see Clives cock,its big,its covered in saliva and red from being sucked.Gary is on his feet and his cock is flush with his stomach,rock hard.Clive is sucking on his nipples as he starts to move down his body,his hand already finding Gary's cock and wanking it,my own cock was as hard as theirs. I don't know why,they could'nt see me through the glass there was hardly any light but without warning Clive stops what he's doing and walks to the door and opens it,there was absolutely nothing I could do,I'm standing there looking at his naked fully aroused body,his reddened cock stiil shiny with saliva,I felt guilty of peeping,he looked at me and said,like to watch do you,he looked at the front of my shorts which the light from the open door was helping,I can see you do he said,well come in and watch. I can remember saying something about lost keys which did'nt sound very convincing,Gary was standing there in the changing room casually wanking himself.Things began to fall into place,the caretaker is a friend Clive was saying,we're the only people here,he was already touching the front of my shorts,I could see Gary smiling as he watched still wanking on his cock. Clive is up close to me,I don't stop him as he puts a hand behind me onto my arse and feels my buttocks,they instinctively tense,relax he say's,his other hand has taken my cock in his fingers through my shorts,I thought so he is saying,its big,Gary and I were taking bets on the size it would be,I think I'm the nearest,Gary still wanking says,I've not seen it yet,Clive is already leading me by my cock into the changing room,I can hear myself still saying about my keys and making feeble protests about wanting to leave. I feel almost powerless as they both start to undress me,my hands inadvertantly touching their naked bodies and the smell,I knew it was the smell of sex,not just sweat it was sex,I'm co-operating with them,I'm raising my arms,I step out of my shorts and briefs,I'm naked and they are both having a bit of me. Gary is holding my cock,yes you were probably closer he is saying 7 maybe 8 at a stretch but I think I was closer on thickness,its a very good mouthfull,it depends on whose mouth Clive says laughing,we are joined by the caretaker,he said,I thought you said you did'nt think he was,as he looked me up and down,he's nice,have I ever been wrong Clive said,the caretaker is already undressing,he's an older man,he has'nt got a hard on when he's naked but right away starts to wank himself,carry on he said I'll catch up,as he starts to pull on what is a considerable cock already. I think you were just about to give me a sucking Gary said,looking at Clive,we might need a rota now,Clive is holding my cock as he goes onto his knees and starts to suck on Gary's cock,but Gary pushes his hand off and takes over wanking me himself,I feel the caretaker behind me,I realise its his tongue which is touching my buttocks and I can feel his hand searching between my legs for my balls......to be concluded.