[exer] [2000-11-19] Exercise Benefits [FMF, mc]

     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.
     
     Word Count: 6521
     
     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 Carla'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...

     ///// Completed 12-31-2000 by Rajah Dodger 
<rdodger@hotmail.com>

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




  

rd_Exercise_Benefits