What soon became uncomfortable was my exhaustion. I really was in bad shape. I said a quick "Peach!" as I stopped, bent over, trying to regain my breath. She came back and stopped really close to me. She turned her back to me, saying, innocently "I'll give you two minutes, then we run back home." I could see her legs very close to me, and eventually realized that I was seeing the back of her thighs. When I turned my head, I found her ass right next to my face. Fuck it looked good! Despite my exhaustion, my cock responded, twitching in my tight shorts. I was maybe 6 inches...