Exercise Benefits

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***

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!"