A Change of Seasons

It was a slow day. Cold outside. Late November Saturday in Michigan. No leaves on the trees, grass turned brown, nothing but an occasional squirrel running around the backyard. Kelly was lonely, tired and bordering on depressed. At 42 years old, 5-10 inches and about 150 lbs. Not bad for her age, but she felt that she could do a lot better, maybe peel 10 to 15 off. She was divorced now for two years, but not much of a loss since Ken, her ex, was not much of a companion, sexually or spiritually.

What do you do on a day like today. She wasn't seeing anybody, really didn't have time. She was busy with her work and content with not much of a personal life. But when you can have a full weekend off, these kind of days just got to you. Without really thinking she decided to go to the gym, and maybe work these blues away. She joined it last January, on a New Years resolution and had only been there about a dozen times.

She went to her bedroom and pulled out a pair of dark gray tights and a light gray leotard. What kind of bra to wear? Fuck it, with 34A breasts she wasn't going to wear one. She found her shoes, threw on a pair of sweats and made the 10-minute ride to the gym.

She pulled in about 11 a.m. and was surprised that there were not many people there. There was an aerobics class going on and about eight men working out. No women. Oh well, who cares, there were women in the aerobics class right through the glass wall, and what were all of the men going to do anyway, gang bang her? No way.

Kelly checked in at the desk, went to the locker room and peeled off her sweats, checked herself in the mirror and headed out to the machines. She wanted a good workout and started on the stairmaster. About half of the men check her out but nothing more than a glance.

After about 20 minutes she was sweating. The mirrors were at her back and she didn't notice that she was showing sweat under her tits, actually it looked quite funny. Two large inverted "eye brows" on her chest, which were accentuated by her stiffening puffy nipples .She did notice that several of the men were almost staring now. There was one guy who couldn't help but keep staring over a couple of times a minute. He wasn't bad looking, about the same age, but he was wearing a wedding ring. Kelly ignored him.

As the aerobics class broke up the women were walking through the room and Jill, an old college friend, called over to Kelly, " how are you? Long time no see" Kelly at first didn't notice and then couldn't place the name with the face, but as she walk over, she remembered. Jill was the same age as Kelly but only about 5-5. Kelly thought, "shit what happened to her, she put on about 60 lbs. In the last few years, and in exercise clothes, you could see everything, and you really didn't want to. "Girl, you sure do look good" Jill exclaimed, Kelly quickly replied " Hi, Jill how are you doing?" Jill countered "You know fighting age and loosing." At 5-5 she was about 165 with about 40DD tits, but quite a gut to go along with them. "Hey, at least you are trying" Kelly replied.

After a brief exchange Jill left and Kelly went back to the locker room. When she reached the locker room she looked at herself in the mirror and couldn't believe the sweat pattern and the clear visibility of her nipples. If there was anything on her body that she was proud of it was her puffy nipples. They are very pronounced thick and rise quite proudly from their small breasts. All of her boyfriends and her ex just loved them, and she was convinced that her breasts got more attention than any of those cow bags, like Jill's. Kelly had a thing about women who let their bodies go, and just plainly become fat. She really had no respect for them.

Now Kelly understood why she was being stared at. She found it somewhat exciting and then noticed a wet spot rising from her crotch. The outfit was getting clammy now so she decided to strip off the wet garments and just slip on her sweat suit. Lucky it was a fashionable black suit with a zippered jacket and matching bottoms. She would have to be quick and hope that the car would warm up quickly, after all it was in the 30's and that was all she had on. As she left she picked up her keys off the sign in board and headed out.

"God Dammit" Kelly shouted as she looked at her car and saw the low tire, almost flat. What was she going to do now? The car came with a roadside service but she wondered how long that would take. She turned to go back in and as luck would have it, Jill and the guy that was staring at her inside pulled in front of the car, rolled the window down and asked if she needed some help, they were just leaving and noticed her problem. Jill said " hey Kell, why don't you come with us, Roy, my husband, has a portable air compressor at home, he can pump it up and follow you to a tire store" Kelly said " If its not too much of a problem..." "None at all, Jill get out, and let her get in the middle, she takes up less space." Said the, man with Jill. They had a a small pick up truck, and Jill being on the large side probably wouldn't fit comfortably in the middle of the front seat.

So Kelly threw her bag in the bed of the truck and hopped in. It was tight in there once Jill got back in. Jill introduced Roy and they shook hands. Roy said "I will turn up the heat, you look chilled" Kelly wondered weather her proud nips were visible, after all she had nothing on underneath. Well, the heater really brought the temperature up quick, and add the fact that we have three adults whom just finished exercising, and the odor was a bit overwhelming. It was a mixture of sweat, after-shave, deodorants, and whatever else that is produced by exercise, it had a musky animal type scent.

Jill said " we only live two miles from here so we will be home in a flash" However as they turned the corner they were stuck in traffic, it looked like an accident and was bumper to bumper as far as you could see. After some small talk and going only a half-mile in the last fifteen minutes Kelly was beginning to sweat. "Hey Kell, you might want to unzip a little, you are sweating more than when you were at the gym" Jill said. Kelly brought the zipper down a little to get some relief, but she could only go a little way. Roy just leered at her and noticed just bare skin under the jacket. Roy made several attempts to change the heater settings and play with the radio and each time he would 'accidentally' brush Kelly's thighs. And one time his elbow actually pressed one of her nipples. Kelly was getting more and more flushed.

After about thirty minutes, they finally got to Jill's house. "Kell, why don't you come in and get something to drink while Roy gets the stuff together" Jill said, and Kelly thought that was a good idea. As she entered the house, it was modest and well kept, not very large three bedroom ranch style house. Jill offered her a choice of coffee, tea, beer or a wine cooler. Being so warm from the close quarters of the truck, she jumped at the wine cooler.

Jill noticed that Kelly was quite flushed and still was sweating. She said " Kell, would you like to jump in the shower while Roy is getting his stuff together?, I'll give you a towel and you can just wear you sweat suit back.?" Kelly said " I had to abandon my outfit at the gym, it was too sweaty, but thank you. I will take a bye on the offer." Jill shot back " Well Hun you look to warm, there are just us girls here, why don't you open your jacket and cool down with the drink?"

Kelly thought about it and pulled the zipper down about another third of the way. Meanwhile Jill started peeling off her outfit. She got down to her sports bra and a pair of lycra shorts, which clearly showed the outline of her pussy. "Whew, you would think that it is the middle of summer, I am a little on the hot side myself." With that she chugged down a wine cooler and Kelly closely followed suit. After some more catch up small talk, Kelly discovered that Jill was married before, got divorced and hooked up with Roy about 5 years ago. She had no children and no family in the area. Kelly related her first failed marriage and her lack of interest in finding a new man.

"Kelly, you ought to let loose and relax a little, sounds like your work is your life, there is a lot more out there." Related Jill. Kelly shot back that "I just don't have the drive that I used to have, and I am not in the mood to play dating games anymore. Between trying to look good all of the time, buying new clothes and hoping that some idiot will pump on you in the middle of the night and not leave you in the wet spot...Well I don't just need it anymore." Kelly could not believe that she was talking like that, especially someone she was not close to, must be the alcohol.

"Kelly, someone who looks like you shouldn't worry about how you look everyday, you are naturally pretty and have a body that I would kill for" said Jill. She then got up grabbed another two more wine coolers, pulled Kelly by the arm and led her to the bathroom. "C'mon Kell, lets relax a little" Jill said.

When she got to the bathroom off of the master bedroom, she turned the lights on and revealed a bathroom that one would not expect to find in a house of this size. It was overly large, looked like they knocked out a wall and expanded it to a spare bedroom. There were mirrors on three of the walls and a section of the ceiling. Recessed lighting with dimmers controlled the mood of the lighting and there was a large tub, big enough to hold six adults, a shower that had three normal shower heads and six mounted on various parts of the walls. Kelly was in awe of the sight.

Jill asked, " what do you think? Pretty nice huh? Roy is real handy with things and we decided to indulge ourselves, and since we don't have kids and need a third bedroom...well this is the result." Kelly sipped on more wine cooler and thought out loud " what in the hell do you do in a tub that big? Or for that fact look at the size of that shower."

Jill laughed " we make good use of everything here...Believe me. But more to the point, just unzip that jacket and slip out of those pants and look at yourself from every angle, and you will see what I mean, you are really one good looking package." Kelly was hesitant, and sipped on more wine cooler. Jill then reached up and took her bra off, releasing some of the largest, natural looking breasts that Kelly had every seen. Then she stepped out of the shorts, and revealed the rest of the less than attractive body. " Look at me...Compared to you I am humpty and dumpty. But at least I have fun. If I had your body...no telling what I could do. That is why I am starting to work out."

"Jill, you are married, what do you mean about what you could do with my body, Roy seems happy with you." Kelly replied. "Girl, I just use what I have to a maximum and won't back out of anything, and I mean anything that might give or get pleasure out of"

Kelly didn't understand that and while she finished the cooler and placed it on the large counter top Jill approach with another plea " c'mon Kell, take your sweats off, and you will see what I mean, stand next to me and look at yourself in all of the mirrors." Feeling a little light headed, Kelly thought, "hey why not, I can show this cow what a real woman looks like." Slowly, Kelly unzipped the jacket. When she was finished she didn't take it off but just let it hang there for a few seconds and watched as Jill's face was lighting up. Then she bent over and untied her shoes and slipped each off, revealing a little more of her modest chest. Then she slowly brought down her sweat pants and kicked them off to the corner of the room. Finally, she removed the jacket and tossed it aside. Looking at the mirror, even she was impressed with the erect puffy nipples that stood straight out. She was hoping that Jill would feel the shame of her flabby body and have even more respect for her.

Jill gasped " Holy shit, you sure don't have a lot on top but look at those nipples. God, I would trade chests in a minute to have those tit ends. Hell the areola must be three inches across, they puff out a good inch and are topped by a good three quarter inch nipple, OH, what I wouldn't give"

"Oh Jill, look at the size of your breasts, they dwarf me, I bet you get more looks than you let on" Kelly stated, a little catty. Jill quickly turned and started the bathwater, from three different faucets. She added some bath oil and turned the lights down a bit and said. "Kell, I have to slip into the tub and clean up, you can join me now that you are naked, or just slip into the shower. Don't worry we have an extra large continuous supply hot water tank."

All of a sudden out of the distance they heard Roy calling out " Jill, where are you, I am about ready" Kelly suddenly realize where she was, and lunged for her clothes. But Jill shouted " Hun, we are in the bathroom and won't be out for a while, I will let you know when we are ready" They heard a muffled "whatever"

Jill then walked over to Kelly and took the clothes back out of her hands and turned her around, led her to the tub and pulled her in. It was just about full so she cut the water off, pushed Kelly down and sat herself down. Kelly had to admit that it felt just great and she began to relax. Jill then stood up and reached over, took some shaving cream and spread it on her pussy. She grabbed a razor and tried to shave it but was having a little bit of trouble around the puffy lips, because of her size. Kelly asked "why are you doing that?" Jill replied " I do it every so often because it feels so good to have nothing around it, Roy usually helps...Have you ever done it before?" Kelly replied " no, I just never saw any reason to it, I figure that with my small chest, If I get rid of the hair, hell, I would look like a twelve year old."

Jill laughed " I doubt it, and don't knock it until you try it, after all it is only hair, and it does grow back...Could you help me with the bottom part Kelly? I don't want to cut myself." Kelly thought, oh hell why not, and grabbed the razor and repositioned Jill and began with short strokes. She was really getting into it. She started pulling the lips apart with her left hand as she shaved with her right. Jill began a deep-throated murmur.. "Does this hurt, do you want me to stop? You sound like you are in pain." Asked Kelly.

Jill muttered " KEEP it UP babe, shave it all, and I mean all...and ...don't stop until you are done." Kelly laughed and said, " hey if I didn't know that you were married, I would bet that you were into this girl and girl stuff, with the reaction that you are having...you sound like you are ready to have an orgasm."

Jill gasped " this is what I was talking about...enjoying life...taking ppplllllleeasures wwwhhhheere you can getttttt them..." Kelly was now caught up in it and liked the power that she was holding over the large woman. She would teach her, She started moving her pussy lips around, sort of how she does her own when she masturbates, and Jill was responding very nicely. So just to put the cow in her place, she announced that she was now complete, withdrew her fingers, and laid the razor down. Jill pleaded, "Kell, don't' leave me in this shape...please...massage some baby oil over the area, it will keep the itching down...Its right next to your left arm...hurry."

Kelly deliberately reached over and squeezed a handful of oil out and hesitated briefly before she began rubbing it in. Jill squealed with joy and started to pulsate right in Kelly's hand. Kelly was quite pleased with the reaction, and almost enjoyed it more than Jill. After about another thirty seconds Jill slithered back into the tub. Meanwhile Kelly got up and moved to the shower. She felt like she totally had the upper hand over Jill and boy she enjoyed the power. It took a few seconds to understand the various outlets, spray nozzles and temperature, but she quickly got it under control and giggled as her body was caressed by the various flows of water.

After a few minutes, Jill had sufficiently recovered to pull herself out of the tub and join her old pal in the shower. Kelly was surprised, and turned away from Jill. Jill said "Kelly, that was the best orgasm I had in the past two weeks, thank you so much, I thought that you had it in you. Can I return the favor? Can I shave you? I will do whatever you want me to, really."

Kelly couldn't believe her ears. Best orgasm in two weeks! She had to be putting her on. Just how can a woman who looks like that get much action. After all Roy wasn't bad looking but what did he see in her? She was probably lying. That had to be her best orgasm ever. Now how could she control this behemoth, surely she wasn't turned on by her, or for that fact any woman, ever. How did she get in this spot. Naked in the shower of her old school friend, in a bathroom out of the playboy mansion, having just finger fucked a woman for the first time in her life.

She responded, "I don't think so, I don't know how to say this but you really don't turn me on Jill, I like a good man, women just don't do it for me." Jill quickly replied in a very steady deep voice " I like men too, but how would you know, don't be so sure that I couldn't get you going. I never had any complaints lately, believe me when I say that I know what to do. Why don't you just be quiet and let me take over."

With that she moved in on Kelly with razor in hand. She pushed Kelly into the corner, reached over and grabbed the soap and vigorously rubbed it over her thick hairy patch. Kelly was taken by surprise and by the time she was ready to react, she was experiencing a pleasurable sensation from her groin. Jill deftly stroked from the outside in, while inserting her fingers along the edge of her lips. But in an effort to increase her pleasure, Jill only shaved the outside of the front, laid down the razor and moved her tongue to her pussy.

At the same time she brought her hands to Kelly's anus and quickly inserted her pinkie finger up it. Kelly was now squirming with a pleasure that she never knew. As Jill was on her Knees working the lower regions, she reached up with her left hand and started to pull on the puffy nipples. That was it! Kelly was starting to let loose. She visibly was shaking, almost in a convulsion and murmuring. Jill was having a hard time staying connected in the anus, but she was compensating as best she could. Then before she knew it, Kelly's body just went limp, and she slipped to the floor of the shower gently.

Jill was now the proud one. She turned the water off and helped Kelly out of the shower and lay her down on a large plush rug in the bathroom. She stood up and spread her legs, showing her newly shaved pussy to Kelly and said "Dear I told you that I was good, I told you there was more to life than work, I told you that you just never now about something until you try it. So baby I want you to try this." And with those words she shifted her body, turned and got into the 69 position, with Jill on top and Kelly on the bottom. Kelly was in no mood or shape to refuse.

She looked up to the ceiling mirror and was shocked to see herself inserting her tongue into the pussy of an overweight woman. And all the while this cow was again showing a knowledge that a Ph.D. would love to write about. The pleasure being received was far beyond any weak protest that she may have wanted to muster. She was opening up to a whole new experience. A whole new sex life. She was rethinking her own reaction to the overweight woman. Damn this was feeling even better that the orgasm that she just had in the shower. That was the best orgasm she had in years. Who knows where this was going...

Meanwhile in the basement of the house Roy sat at the controls of a modified computer room. On the screen he was watching his wife have her way with a fucking very foxy woman.