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Subject: {ASSM} Rajah Dodger Repost Flood: Exercise Benefits [FMF, mc]
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Date: Fri, 01 Dec 2006 17:10:03 -0500
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Abstract: A man's boss asks him to help a colleague work on her weight
and image problems; she has ulterior motives.

     Exercise Benefits, by Rajah Dodger <rdodger@hotmail.com>,
Copyright (c) 2000.  All rights reserved, except that electronic
not-for-profit reproduction rights only are explicitly granted with the
stipulation that this authorship and permission note must remain
attached.

     Author's Note: Written for Sweet Sugar.

     Shanna was a colleague and friend of mine, a nice girl, short and
a bit on the busty side.  She was also noticeably sensitive about her
weight.  Truth be told, she wasn't terribly overweight -- I thought she
was an attractive handful and had entertained thoughts of asking her
out, but I didn't want to put a strain on our work relationship.  I
occasionally threw her a mildly flirtatious line, and she'd blush, and
that would be the end of it.

     Then Clara came into our circle, and things became very different.

     Clara was one of those tall athletic women who exude confidence
from every pore.  A brunette with striking green eyes, she proved to
have an incisive mind and became the go-to person in our workgroup for
difficult projects.  It wasn't long until she became the team leader by
force of her own abilities.  I found her intimidating as hell, and
Shanna also seemed put off by her.  Clara took a shine to me, however.
After a few days I decided reluctantly it wasn't from any sexual
attraction but from her recognition of the quality of my work.  Within
a couple of weeks, our group was once again working as a smooth unit.

     About a month and a half later, Clara ran into me at my favorite
little restaurant during our lunch break.  "Ron, I've got a little
proposition for you," she began.  I lifted my eyebrows out of polite
interest.  "I know you're good friends with Shanna, and I know that
she's a little sensitive about her weight.  I think I can help her, but
I know she's never really warmed to me.  I figured, since you seem to
be her friend..."  She left the sentence unfinished, the blanks being
pretty obvious.  I turned it over in my mind, but couldn't figure out
what the angle was.  "Okay, Clara, I'll bite.  What's your interest in
Shanna?"

     Clara gave me a look that said I was smarter than that.  "Let's
just say that I like my team to work well together in all facets, and
I'll be happier when I have Shanna fitting in properly.  Besides, I
understand you've got some useful talents for this project when it
comes to persuasion."

     Way back at one of the monthly happy hours I had let slip that I'd
spent some time studying hypnosis.  Clara must have been there, and
must have been more sober than the rest of us, because the plan she put
in front of me at the restaurant sounded completely workable.  She
would provide me with some specialized women's exercise gear, and I
would combine that with my talents to convince Shanna to try it and
also improve her own self-image.  I must have looked unconvinced,
though, because Clara pouted at me -- a sensual look I'd never seen her
use in the office -- and suggested that we could discuss it over dinner
if I had doubts or reservations.  The look she was giving me hit me
right in the unprotected groin, and I found myself saying yes before I
knew my mouth was open.

     That afternoon, after Shanna made one of her occasional
self-deprecating comments, I made an oblique reference to some new
developments I'd read about in fitness programs based on self-image
boosting.  She looked interested, and I left it at that.

     I met Clara at eight at the door of her upscale apartment.  She
was dressed in a slinky number you'd never see at our office and had
just the faintest breath of a fruity perfume on.  I drove us to the
restaurant she had selected, an intimate Thai place with dark booths
and spicy food.  Several courses later, we were old friends and I took
her back to her place for coffee.  When we got inside, she pinned me
back against her door and gave me a come-hither kiss that brooked no
argument.  I slid one hand down her back, cupping her nicely responsive
ass in acceptance, and we made it by fits and starts to her bed
shedding clothes all the way.  Her hands were cool and devilish around
my cock, her nipples were sweet and very responsive, and by midnight I
was lying limp (in more than one sense) on the bed while she went to
the bathroom, coming back with a washcloth to clean me up.  Before I
left, she gave me an oddly weighted exercise belt, some assorted
attachments and controls, nutritional supplements, and instructions on
their use.

     *****

     The following week, after a few more veiled hints from my side,
Shanna approached me and asked about the fitness program I'd mentioned.
 I told her that I had an evaluation set at my place that might work
for her.  We discussed it and agreed that I should bring it to her
house to show her how to use it, setting a time over the weekend.

     When I got to Shanna's house, she greeted me in her workout
clothes -- a unitard of a teal color that set off her ash-blonde hair
nicely and also showed off her legs to good advantage.  I had all my
things in a large gym bag, and she led me to her workout room, a
high-ceilinged affair.  That surprised me, but not after I saw the
trampoline.  Shanna had good equipment, although some of it looked
barely used.  I opened the bag and pulled out several things -- the
exercise belt, a bottle of liquid, a tape player, a couple of tapes,
and Clara's gear.

     "The belt works on a magnetic effect," I told her.  "You'll get
used to the way the weight shifts after a half hour or so.  The
bottle's a combination of electrolytes and boosters; I'll hang around
to make sure you're not one of the people who are sensitive to it."  I
adjusted the fit of the belt around her hips, and poured her first
glass from the bottle.  She sniffed it and commented, "smells like
lemonade".

     She started her warmup with knee bends and jogging in place.  I
was surprised watching her to find that she was mainly large-boned;
there didn't really seem to be a lot of fat on her.  I did enjoy the
way her breasts bounced despite the best efforts of her sports bra, and
I wished I'd worn business slacks instead of loose workout shorts.  I
turned on the tape player, then apologized to her for the quality;
there was a barely audible garbled hiss that couldn't quite be adjusted
away.  It took her a bit of time to adjust to the belt; the weights in
back were settling in at the base of her spine, and the front had a
tendency to bounce a bit below her navel.  Every time I saw her getting
sweaty, I offered her the bottle to drink from.

     After twenty minutes I called to her to take a break, but she
didn't seem to hear me.  I turned the tape off and she reacted as if
someone had prodded her with a hot poker.  She turned on me, a wild
look in her eyes, and protested, "Why did you do that?"  She was
huffing and puffing, and her areolae showed dark through the sweaty
unitard.  I pointed out that she needed to rest for a bit, and handed
her the bottle.  She took a long drink, and then just stood there with
a glazed look on her face.

     "Shanna?"  I called her name twice before her eyes came into
focus.  "I think you should use the exercise bike next," I suggested.
"Okay," she said in a vague sort of manner, and headed over to climb
onto the bike.  I watched as she got up to a comfortable twenty miles
an hour, then turned the knob on Clara's control box to its lowest
setting.  I heard Shanna let out a loud hiss, and her legs started
pumping double time on the pedals while she began rocking forward and
back on the bicycle seat.  I remembered about this time to turn the
tape player back on.

     When I turned back, I was totally unprepared for the sight that
greeted me.  Shanna, knuckles white on the handgrips, was pushing fifty
miles an hour on the bike readouts, hunching on the bike seat with a
maniacal intensity, grunting on each forward thrust, breasts bouncing
and testing the strength of her outfit.  I let her go like that for ten
more minutes, by the end of which she had tears of frustration dripping
down her cheeks.  I signaled her to stop, and surreptitiously turned
the belt control down and off as she slowed down.  When I brought her
the bottle, she drained it in one long swallow and dropped it to the
carpet, sliding off the bike and staggering against me.

     I found myself supporting a busty, sweaty woman who was quivering
in every muscle.  She made a mewing noise in her throat, shook herself,
and shot one hand down inside my pants to slither against my cock and
firmly grip my balls.  "Shanna..." I started, but she cut me off
quickly.  "Don't say anything, Ron, I saw you watching me and I need
your cock.  Right now."  She was unzipping my pants even as she said
this, and pulled them down along with my briefs to let my cock pop
loose.  Her eyes took on that glazed look again as she reached down and
unsnapped the crotch of her outfit, kneeling away from me and lifting
her hips in the air.  "Now, dammit!"

     Who was I to argue?  I grabbed her hips with one hand and my cock
with the other, and found her opening already sopping wet.  There was
almost no resistance as I sank in balls deep, and she shoved her ass
back at me in the same rhythm.  There was nothing planned about this;
it was primal, demanding, primitive.  I was just starting to reach my
edge when she screamed, dug her fingers into the carpet, and came like
crazy nearly knocking me backward.  I leaned forward into her and
managed to stay inside her as I had my own explosion, then held on
until she finally quit pulsing and shaking, by which time my legs
needed a rest as well.

     I slid out of her, cum dribbling down the back of her legs, and
sat down on the floor catching my breath.  Shanna rolled onto her side
and stayed there quietly for several minutes, then pulled herself to
her feet.  "Ron, I'm sorry... I don't know what came over me.  I've got
to take a shower, then you can, um," she blushed a lovely deep pink
both above and below her disheveled garment, "take one too."

     I straightened up the workout area while she showered, putting the
belt, gear and tape player back in the bag.  While I was bent over
getting things in their place, something made me turn around and I saw
Shanna in the doorway, watching me with an enigmatic look on her face.
"The shower's free, Ron, and I'll be in the kitchen when you're ready
to go."  I picked up my shorts and hiked off to get myself cleaned up.

     When I left the house, Shanna gave me a very hot kiss, then backed
away almost shyly.  I left with sore balls and seriously mixed
feelings.

     *****

     Over the next couple of weeks Shanna's self-confidence seemed to
pick up, and it slowly became obvious that she had slimmed down a bit.
Shanna and I went out a couple of times --  once to the movies, once
dancing.  Both were fun and neither led to any other activities.  She
was friendlier and kind of flirty, but nothing more.  Once a week I'd
trade out her old workout tape for the next one.  She told me she'd
tried putting the tapes through her stereo system and got the same kind
of faint background warble, so the problem must have been in the tapes
themselves.  Meanwhile, I was also seeing Clara outside of our work
relationship, always at her place.  She had convinced me that I could
lose a few pounds, so I was doing some aerobics with her workout tapes
-- not using the special belt, of course -- then Clara would usually
join me in her big shower and we'd take things from there before
needing to use the shower for its proper purpose.

     About a month after Shanna started her exercise regimen, Clara
came into my office and said it was time for her to check personally on
Shanna's progress.  I pointed out that Shanna was obviously doing
pretty well, and that she still seemed to be intimidated by Clara, but
Clara just looked at me with a peculiarly piercing stare, and repeated
herself. "It's exercise time, Ron."  I shook my head to clear a bit of
dizziness, and when Clara reminded me that she needed to check on
Shanna's regimen I agreed to arrange it.

     Shanna was more amenable to the idea of having Clara see her
exercise than I'd expected, especially once I explained that some of
the specialized gear had actually come from Clara.  She still seemed
nervous, more so when I told her that we'd need to meet at Clara's
house instead of Shanna's, but after all Clara was our boss.

     We met at Clara's and had a glass of wine to make the occasion
seem less formal.  Shanna took her things into Clara's bedroom to
change into her workout clothes; I was already wearing my usual light
shorts and t-shirt.  When Shanna came out, even Clara gave an admiring
whistle.  Shanna blushed hotly, but did a little pirouette for us
anyway, making her full breasts jiggle.  She was already wearing the
special exercise belt, which seemed to be riding a bit lower on her
hips than when she first started the program.

     Clara took us into her exercise room.  It was well equipped --
bike, gymnastics pads, ballet barre on one of the mirrored walls,
vaulting horse, and weight bench. I busied myself setting up the tape
player and Clara gave Shanna a glass to drink.  Shanna started on the
bike (which I knew from personal observation was her favorite routine)
and quickly raised a light sweat from her exertions.  I found myself
watching the pumping of her legs, which had its own relaxing rhythm.
Next thing I knew, Clara was helping Shanna down from the bike, giving
her another glass to drink, and walking her over to the ballet barre.
She helped Shanna lift her leg to hook her foot over the barre.

     Clara helped Shanna stretch her leg, tracing the line of muscles
from the upper back of the thigh down past the calf to the foot.  With
each long motion Shanna's leg stretched out a little further.  Shanna's
eyes were half lidded, and her breathing was rapid and shallow.  From
my viewpoint, her nipples looked to be straining mightily against the
top of her outfit.  It occurred to me that I couldn't actually see
where Clara's hand was.  About this time Shanna moaned, almost as if in
pain, and Clara helped get her leg down and assisted her in sliding to
the floor.  I got up to go see what I could do to help, but Clara waved
me off.  "We all know you're an eager beaver, Ron, but I think Shanna
would like to keep this just between us girls right now... so..."  She
came across the room and reached around me, pressing her own ample
chest into my face.  I felt her wrapping something around my wrists,
and when she stood back I leaned comfortably against the wall without
finding any particular reason to complain.

     Clara poured another glass and called to Shanna, "Come, drink
this."  Shanna looked like she was struggling with the idea, then
managed to bring herself up to her knees and crawl across the floor to
take the proffered glass.  Hot and thirsty after her strenuous workout,
she took a fast initial gulp from the glass.  She turned aside and made
a face, though, as this time the drink was much more bitter.  Clara
took her by the scruff of the neck, and held Shanna in one place as she
poured the liquid into her mouth.  A good deal spilled onto Shanna's
top, making the thin material practically transparent and revealing,
but the rest made it down her throat.

     Shanna slumped to the floor, wiping her mouth, as Clara turned
away from her and walked hungrily toward me.  She pulled off her
exercise top as she walked across the room, freeing the full globes of
her pink-tipped breasts.  She sat down on my lap and leaned forward,
batting the sides of those lovely breasts against my face.  I opened my
mouth to capture one of the inviting nipples, but she pulled herself
back semi-playfully.  Finally she thrust one nipple into my mouth, and
I suckled on it like a drowning man to water.  As I sucked, she rocked
forward and back on my lap, capturing my cock between her legs and my
workout shorts until the head was poking out one leg.  Clara jumped up,
laughing, and traced a line down the underside of my cock with her
strong nails, then went back to Shanna leaving me with my legs spread
in a state of frustration.

     This time, as Clara tweaked one of Shanna's nipples to get her
attention, Shanna opened her mouth to drink without complaint.  The
taste was different this time, and the young girl eagerly finished the
entire glass.  Clara helped her up, and Shanna leaned against the older
woman for support.  Clara adjusted the exercise belt, attaching a thin
wire from the front piece between Shanna's legs to the back piece.
That done, she and Shanna went over to the rowing machine.  Clara
helped Shanna get started, and Shanna was soon pumping like a racing
sculler, the muscles across her back rippling visibly through her
unitard.  Between the usual exercise high and the effects of the
cocktail Clara gave her, Shanna was getting very hot - in all senses.
Her breasts were swollen and her nipples poked needily against their
constraining fabric.  My mouth watered, wishing I could taste them
right now.

     Clara, ever helpful, sat down behind Shanna and reached around to
gently massage both breasts.  Her palms knowingly encircled the
sensitive nipples, and her breath was warm in Shanna's ear whispering
soft liquid suggestions, images and thoughts that Shanna didn't even
recognize hearing.  Not then...  Shanna didn't make a single objection
as Clara pulled the top of her exercise outfit down, freeing her
breasts.  Indeed, the young woman relished the feeling of cool air on
her sweaty chest.  Clara's knowing fingers played over the responsive
flesh, making the nipples stand out prominently pink and puffy against
paler brown areolae.  Clara hefted each breast in turn as Shanna worked
the rowing oars, whimpering but not objecting.  "Thirsty?" The inquiry
brought a nod of assent from the panting girl, and Clara fetched her
another bottle, then stroked her back as she slowed down and stopped
her rowing.

     When the next drink was downed, Clara assisted Shanna up and over
to the weight bench, guiding her to lie down on it.  Shanna's breasts
slid to lie on either side of her chest.  Clara shucked off the rest of
her outfit, exposing her bare vagina with dark red flared lips
glistening.  She straddled Shanna's face, her ass winking at me, and
used the weight bench arms to support herself.  "Lick me well, my
little pussy cat, and drink your reward!"  Clara lowered herself down,
and I watched my co-worker's hair dangle and brush from side to side
with the energetic movements of her head.

     After a bit, Clara's body shuddered and she ground herself hard
onto Shanna's face.  I could hear muffled mewing sounds coming from
Shanna, and the eroticism of this sight was really getting to me.  I
started rocking from side to side, trying to at least get some
stimulation from rubbing against the inside of my shorts.

     Clara got up leaving Shanna sprawled supine on the bench, her face
damp and glistening.  She went across the room and came back with
another glass and a slightly curved vibrator.  Supporting Shanna's
back, she worked the girl up to a sitting position and poured the drink
into her, some of it splashing stickily across her outthrust breasts.
Dazed, Shanna followed Clara's lead and sat down against the wall with
her legs spread wide.  Taking advantage of the opening, Clara flicked
the vibrator to a low setting and drew it down between Shanna's swollen
labia.  "Oohhhhh..." came from Shanna's throat as the older woman
maneuvered the device knowingly up and down until even in her
half-drugged state Shanna was opening her legs wider from need.

     At that point the older woman teasingly pulled the device back,
bringing a moan of loss from Shanna.  Between the vibrator, the
exercise belt and the effects of the drinks, Shanna was quivering with
unreleased desire, her total focus on the wonderful feelings going
through her body.  Clara smiled and came back over to me, nudging my
tumescent cock with her foot and bringing it to life.  She leaned over
me, her breasts brushing against my chest hair, and whispered in my
ear, "You want a piece of that, don't you?  Well, I'll give you a
little treat, but you'll remember this - she's my playtoy, and I decide
when she gets to play!"

     She held her hand under my chin and I followed her up and over to
the wall where Shanna was sitting, her legs still splayed with need.
Clara rolled her over and urged her into a kneeling position, her ass
sticking into the air, nipples rubbing against the carpet of the floor.
 I heard Clara's voice, as if from a distance, "Kiss her, Ron, right
where she's winking at you."  I found myself also on hands and knees,
and leaned forward to bury my face between the soft resilient cheeks of
Shanna's bottom, my tongue flicking out to swipe lewdly across her
flared rosebud.  I felt as much as heard her response, since she
pressed herself back against my face and wiggled against my tongue.
Clara was saying something, but my ears couldn't quite make it out.
Something else was odd.  Every time I stuck my tongue out, I felt an
answering caress moving up my ass and out my cock, making it throb in
sync.  I lapped away, enjoying the sensation, not even minding as I
realized that Clara must have been fucking me from behind.

     "Use your fingers, Ron," I heard suddenly, and moved my hand
around to find Shanna's wide-open pussy.  I traced her slippery folds
as she moved against my face with more and more energy.  Finally, Clara
spoke again.  "Shanna, you may come on the count of three.  One...
Two... Three!"  The last vowel was barely out of her mouth before
Shanna was cumming, thrusting back against me, keening like a lost
soul, one hand swiping mine out of the way as she found her own most
sensitive spots and flogged them unmercifully.

     Clara pulled me roughly away from Shanna then, rolling me onto my
back.  My cock was throbbing with need, and there was an unfamiliar
full sensation in my own ass, but I couldn't do anything other than
watch as Clara turned a knob on the device in her hand and elicited
another loud groan from Shanna.  Clara tapped the girl on the shoulder
and Shanna lifted her head to find another glass of liquid awaiting
her.  Shanna took the drink thirstily, and looked down with eyes
suddenly hungry and feral at me.  "Yes, that does look good to you,
doesn't it?" Clara said to her.  Shanna's belt was visibly vibrating,
and Clara seemed to be doing something with her hand behind Shanna's
back.  "Lick it," Clara suggested, and Shanna hesitated barely a moment
before sinking back down to her knees and approaching me, her mouth
parted.  My own musk was heady in my coworker's nostrils as she took
me, enfolding my cock and massaging it with her tongue.  I wanted to
cum, but I couldn't find the trigger.  "You like that, my little one?
You'll like mine a lot better," I heard.

     Clara appeared behind Shanna, a large strap-on waving in front of
her.  I could see it, but Shanna couldn't.  It was thick, dark, and
mean-looking.  There were real-looking balls hanging beneath it.  If
Shanna hadn't been trying to deep-throat me, I would have shriveled in
embarrassment at the comparison.  I could tell when Clara teased Shanna
between the legs with it; her mouth went a little bit crazy on my cock.
  "Look, Shanna..."  Shanna lifted her head from my crotch, leaving my
cock dripping with her saliva and eliciting a loud groan of frustration
from me, and looked up at the strap-on.  "Are you thirsty, dear?"  The
belt around Shanna's waist hummed a bit stronger.  Shanna replied, her
eyes focused on Clara's artificial cock, "Yes....very
thirsty.....please please give me more to drink!"

     "Open your lips," and Shanna did as Clara fed her the thick
phallus, already slick from Shanna's own juices.  "You like the taste,
don't you dear?"  Shanna pleaded in response, her words muffled around
the shaft, "yes...it's wonderful.  May I have more...lots more!"  Clara
moved her hips in and out, stepping back to make Shanna follow until
her breasts were dangling down along either side of my cock, her
nipples brushing through my pubic hair.  Shanna worked her mouth hard,
her swollen nipples batting against my throbbing cock.  I couldn't help
begging, "Please, Clara, please..." She told me to go ahead, and I
gratefully grabbed Shanna's breasts and clasped them around my cock.
Between her sweat and my pre-cum, it was almost as slick and warm as
being inside her.

     Clara was panting audibly, sawing the phallus between Shanna's
lips, and said "Be a good girl, Shanna, don't spill any!"  Shanna
mumbled something that might have been "Any what?" before Clara reached
down and squeezed the balls dangling from her strap-on.  Thick musky
liquid came out into Shanna's mouth, and obediently she swallowed and
then swallowed again, so much was coming.  It tasted something like the
contents of her last bottle, albeit thicker.  The way Shanna was moving
around above me gave the last bit of stimulation my cock could take,
and I came myself, my cum shooting up between her breasts and dripping
down over my hands, cock and balls.

     Clara squeezed a second time, then again.  "MMMffff, mffff..."
Shanna's words were incoherent as Clara kept the phallus moving and
Shanna tried desperately to suck it clean, finally reduced to licking
every inch of it, even to the real-looking and now slack balls dangling
between Clara's legs.  Clara spoke in my direction, "Hands down, Ron!"
My arms fell to my sides, and I watched as Shanna kneeled above me with
her eyes still focused on Clara's strap-on.  "Stand up, Shanna!" Clara
ordered.  Shanna got clumsily to her feet, straddling me, her engorged
pussy lips drawing my eyes upward.  Clara reached out and plucked at
the younger girl's nipples until they were standing out firm and
needful, then turned away only to come back with two small jeweled
nipple clamps.  With great delicacy she tugged on each nipple in turn,
pulling it out and fastening the little device to it.  Shanna's eyes
glazed over and she swayed unsteadily at the sensation, until Clara had
to grab her arm to give her balance.  "You look so delicious," Clara
murmured throatily, "I think I'm going to call you my little Cupcake.
Can you say that?  Say Cupcake."

     Shanna said, softly, "... cupcake ...".

     "Good girl," Clara smiled, and bent down to lick Shanna's breasts,
running the flat of her tongue up and over each swollen nipple.  Shanna
staggered again, but Clara had her firmly in her grasp.  "That's right,
you like that name.  That's your special name, just for you and me.
Whenever you hear me call you Cupcake, you'll remember this feeling..."
Clara twisted a knob and the belt came fully alive, vibrating both
front and rear until Shanna felt as if a massive vibrator was impaled
through her middle.  Clara flipped the knob the other direction, and
continued as if nothing had happened, "and you'll be ready to see me,
in fact you'll be anxious to see me because you know that only I can
give you the feelings that you need.  What's your special name?"

     "Cupcake," Shanna moaned.  Clara twisted the knob.  "I didn't hear
you -- what is your name?"

     "Cupcake!" Shanna panted, her hands moving unconsciously to her
nipples and twisting them, adding further fuel to the fire burning
inside her.

     "Then come, cupcake, come for your sweet Clara!"  With that Clara
turned the belt completely off, but Shanna was too far gone to notice.
She fell to her knees, then rolled onto her back and lay splay-legged
on the floor, her head between my feet, one hand on her breasts and the
other between her legs, grunting and heaving her hips, intense animal
noises coming from her throat.

     Clara looked at the out-of-control girl on the floor, and an evil
smile crossed her face.  She squatted down by my head and whispered
something I couldn't quite recognize into my ear, then moved to Shanna
and did the same thing.  Then she removed the clamps from Shanna's
nipples, walked over to the wall to flip an unobtrusive switch, and
left the room.

     A little bit later, as Shanna's whimpering and frenzied
finger-lashing slowed down, I managed to find the energy to pull my
self up and crawl over to Shanna's outstretched legs.  She lifted her
hand out of my way, and grabbed my hair as I kissed and licked her to
another wrenching orgasm, then gave her a tongue bath to clean her up -
sweat, cum and all - from her breasts to her feet.

     I got up quietly, absently removing a couple of stray hairs from
my tongue, shook my head to clear it and looked around for my clothes.
Behind me, Shanna was doing the same.  There was no sign of Clara as we
both silently got dressed and let ourselves out of her house, bound for
our respective homes and dreams.

     As the front door of Clara's house closed, a tiny light in the
exercise room went out and a soft "click" could be heard.

     *****

     The next day at the office, I noticed that Shanna was wearing a
tighter blouse than usual; it was a light shade of peach, and
practically translucent - I could almost make out the darkened shapes
of her nipples through it.  The previous night's events had faded from
my mind; I must have used Clara's equipment more than I intended
because my body felt so sore.   Shanna wouldn't meet my eyes for some
reason.

     Clara called Shanna into her office, and closed the door behind
them.  I went about the usual paperwork and handled an assortment of
customer calls.  After fifteen or twenty minutes, Clara buzzed me on
the intercom to bring them some coffee.  I got two mugs, grumbling
about it not being in my job description.  When I took the drinks into
Clara's office, Clara was at her desk and Shanna was sitting on the
floor by the filing cabinet rummaging through the lowest drawer.  I
handed each their drinks, Shanna reaching up for hers without getting
up from the floor.  She looks harried; her face was flushed and she was
rocking back and forth, worrying her lower lip.  I got a good look down
the front of her blouse; her nipples seemed to be standing out even
more then when she came into the office.

     As I headed to the door, Clara called towards me.  "Oh Ron," she
said, catching my eyes firmly when I turned to face her, "you'll make
sure we're undisturbed, and then come in without knocking in exactly
fifteen minutes, right?"  I stared at her blankly, then mumbles,
"undisturbed... fifteen minutes... right," before shaking the fuzziness
out of my head and closing the door behind me.

     Behind the closed door, Clara purred.  "Better put that cup down
before you spill it, Cupcake, then you can come over here."  Shanna set
the cup down on the floor, then got up on shaky legs to walk gingerly
back to Clara's desk.  She stood by the desk as Clara ran her hand
around the curves of the young girl's ass through her skirt.  "We don't
need this any more," she commented, and lowered the zipper to let
Shanna's skirt drop to the floor.  Then her hand slid up along the
inside of Shanna's legs, coming to rest on the exposed end of the plug
filling the girl's bottom.  There were no panties to block her access;
they had long since been stored in one of Clara's desk drawers.  Clara
wiggled the plug, and Shanna moaned softly.  "Did my little Cupcake
enjoy that?  Did she like fucking her little bottom while her friend
was handing her coffee?  Would she like more of that?"  All during the
questioning, Clara's fingers moved the plug around, in and out in tiny
motions keeping Shanna in a state of distraction.

     Shanna finally gasped, "Ohhh, yes Miss Clara, your Cupcake did
enjoy it!"

     Clara moved the plug in and out with a bit more force now, slower,
deliberately.  "You didn't finish answering the question, Cupcake.  Do
you want more of that?"

     Shanna grabbed the edge of Clara's desk, bending slightly and
pushing her bottom back toward her teasing boss.  "Oh yes please, Miss
Clara, I'm so hot, please fuck my bottom!"  A look of single-minded
delight comes across Clara's face, as she continued to move the plug in
and out.  "But not with Stubby here, no, Cupcake?  You really want your
Miss Clara's cock inside you, don't you?"

     Shanna, writhing close to a delicious orgasm, didn't really care.
But she heard the soothing voice of Miss Clara say so, and Shanna knew
now that Miss Clara knows best.  She stuttered, "Yes Miss Clara, please
fuck me with your cock!"  Clara grinned and said, "Just the answer I
like to hear from my little Cupcake.  Don't touch yourself just yet,
dear."  At that Clara jerked the plug out of Shanna's bottom in one
quick motion.  Shanna groaned and bent over double, her chest and face
landing on Clara's desk papers as her bottom writhed in loss.  She
split her legs wider without even thinking about it, and her toes
curled painfully inside her shoes.

     Clara meanwhile rose from her seat, removed her wraparound skirt,
and pulled the strap-on out of her bag.  She slid into it, making sure
the raised bump settled over her clit, and squeezed the contents of a
small tube onto the shaft, spreading the slickness around with one
hand.  Preparations finished, Clara moved around to the side of her
desk, fascinated with the way the globes of Shanna's ass jiggled,
delighting in the way the girl whimpered, "Please, Miss Clara, oh
please fuck me..."  With one hand on the phallus and the other on
Shanna's right hip, Clara stepped up and pressed the cock into Shanna's
ass, not stopping until her belly was next to the girl's backside and
the fake balls were nudging against Shanna's vagina.  "Ohhhhhhh...."
Shanna moaned almost loud enough to be heard through the solid office
door.  Clara pulled herself backward, surprised at how tightly Shanna's
ass gripped the cock, then thrust her hips forward again.  The
penetration was easier now, and Clara was soon humping rhythmically
against Shanna, the stimulator rubbing her own clit deliciously as she
worked up to her own orgasm.

     "Okay, Cupcake, rub yourself for Clara, tell me all about it."
Shanna cried out in relief as her fingers stroked between her legs and
her body erupted in spasms of joy.  As I came through the door, Shanna
yelled "Oh Miss Clara, i love your cock, oh i'm coming, i love you Miss
Clara!"  I gaped open-mouthed at the scene, the door closing unattended
behind me.  Clara caught my eye in triumph as she had her own orgasm,
slamming the artificial cock again and again into the crying writhing
girl on the desk.

     I leaned back against the door, my sudden erection noticeably
tenting out the front of my slacks.  Clara reached out to grab Shanna
by the back of her hair and pulled her up to a standing position with
Clara's cock still buried inside her quivering rear.  "Shanna's made a
bit of a mess of herself, Ron, and I think you should help her clean
up.  Get out of those clothes, and then come give us a hand."  I didn't
even make a pretense of questioning the bizarre scene, but undressed
quickly folding my clothes into a neat pile by the door.  My cock was
throbbing darkly as I marched toward the two lust-inducing women.
Shanna was standing slack-jawed, rolling her hips back against Clara,
who continued, "Okay Ron, the first thing you need to do is unfasten
her blouse.  Can't you see the poor girl's aching for some attention?"

     Indeed, when I unbuttoned Shanna's blouse she thrust her braless
breasts immediately into my hands.  I bent my knees to get my face to
the right level for kissing each of them, my cock swinging and bumping
against her tense legs.  Clara whispered something I couldn't catch,
and Shanna grabbed the back of my head and held me against her breasts
as she keened and came, a long rolling orgasm.  When she finally let go
of me and I was able to catch my breath, Clara was standing beside me
with her strap-on dripping and glistening.  She leaned toward my ear
and reached for my cock, and I don't really remember what happened
next.

     *****

     Things around the office settled into a new routine.  Clara got
the official promotion to team leader, and she and Shanna resolved
whatever differences they used to have; in fact, Shanna seems to spend
as much time behind closed doors with Clara as she does at her own
desk.  Sometimes Clara asks me to help them in special projects,
although I can't quite remember the details on any of them.

     Meanwhile, Shanna and I see each other occasionally when she's not
being asked to work late.  She's lost a bit more weight over the last
few months, and really became quite a fox.  Not only that, but she's
really opened up sexually.  Over the last holidays she went somewhere
and came back with nipple rings!  She loves rolling my cock between her
breasts while my face is buried between her legs, and seems to take
special joy in keeping me on the edge until after she's finished
cumming.  She says I ought to have a nickname, that Ron is just too
formal, and that she's going to ask Clara to suggest one.

     Why would she ask Clara, I wonder...

***** {END} ***** Completed 2000-12-31, 6521 words

Copyright (c) 2000 Rajah Dodger (rdodger@hotmail.com)

/\/\/\/\/\/\/\/\/\

-- 
Pursuant to the Berne Convention, this work is copyright with all rights
reserved by its author unless explicitly indicated.
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