Halloween changes

[gjweave0]

She had awakened way too horny to get back to sleep. Her thoughts were on her enhanced body while her fingers traced fiery trails over her body.  She could not believe how she felt.  She had kicked the blankets off the bed and laid there in all her glory. Her breasts thrust up, supernaturally almost, as she lay on her back. One hand was busy fingering her now wet pussy and the other was pinching her fat nipples. They were an inch long and as big around as her index finger. Joan tried something new. Pulling her tit towards her face and bending her head down, she found that she could easily take the nipple and some surrounding tit flesh into her eager mouth. She sucked hard at the stiff nipple and felt a surge of wetness in her cunt. 'This is marvelous!' she thought. Her body was responding to stimulation to her nipple. Her clit swelled even more and tingled with pleasure. One hand went down and played with it, stroking it like a miniature phallus.

Within seconds an orgasm of incredible intensity crashed through her muscular body. She wasn't even aware of her squealing as wave upon wave of pleasure caused her to thrash around on the sweat soaked bed. She sucked with a fierceness now at her nipple, and suddenly gushes of pussy juice shot from her cunt, wetting her smooth young thighs and pooling between them!

"Ohhhh God!" She exclaimed, furiously fingering her drenched pussy.

It was the most amazing sensation Joan had ever felt, and she wanted it to continue for hours! Three hours later, Joan passed out in exhaustion, having climaxed dozens of times.
 
She woke up this morning in a very aroused state, and from what she had learned last night had her mind started racing, thinking about all the interesting ways she could satisfy test herself. Turns out, she had a lot of good ideas!

She absolutely had to have a man on top of her with his hard penis fucking her pussy, hard and rough. She was in a mood to have someone inside her, fucking me wildly like a drunken sailor! She didn't want small talk, names, or history, she just wanted him to stick his dick in and pump hard.

"Where" could be a rest room, a back hallway, the back seat of his car, a coffee shop, a bar, a library. I'd prefer a park, but the weather was not conducive to outdoor play.  She decided it was going to be the mall.

And then, what to wear? What would make a man want to fuck her?

Joan looked in her mirror for a quick inspection before she went out. Her massive chest strained at a V-necked white halter under a short jacket. Her taut belly showed bare. So did the bottoms of her breasts, where they swelled away from her body; the top had not been designed for anyone with her exaggerated proportions. Form-fitting charcoal-red capris covered her legs to mid-calf. White pumps with three-inch spiked heels completed the outfit, adding to her already imposing height. Joan raised her arms and wound them in her thick mane of hair, piling the rich red tresses high to add even more to her stature, and turned back and forth on her toes.

'Yes, this would do, Sam really had great tastes' she thought. With that she headed to the mall to find this horny stud.

Joan found a great parking space close to the mall entrance, right next to handicap parking spaces. At first, she thought it may be luck, and then realized that she expected to find a good spot and did. Was that a coincidence or a byproduct of her new powers?

She climbed out of her old Caprice, heaving the door shut; it creaked as it slowly slammed shut. She focused and tried to change it into a Mercedes, but nothing happened. She sighed; she really needed to get a new car. She could steel one but, when she had stopped at a gas station and filled her tank, she thought that she did not need to pay anymore.  But, stealing for the sake of stealing would be abuse the power she now had. So, stealing a car was out of the question.

Making her way onto the mall, Joan became the focal point of every one that could see her. A smug smile drew across her lips and she swayed her hips to give them something to dream about at night. She released some of her pheromones, touching a portion of her available power.

Joan felt amazing and was crazy to her test powers and see its effect on men. The mall was nearly empty, since it wasn't very popular and it was the middle of the week in a working hour.  That's why she chosen it she wanted to be in control of the situation.

As she walked some guys passed her by, mostly boys, who couldn't help but stare at her body. God! The constant ogling and the turning heads were getting her. So... why not play a little teasing game, what was getting into her?

She entered a computer store, it was small with a big counter in the middle displaying boxes of programs and lots of games, a thin nerdy guy in his early twenties was standing in front of another counter in the back of the store. A perfect victim!

"How can... I help you?" he stuttered as his eyes made a quick appraisal of her body. The reaction the kid had was comical, he was nearly drooling, she doubted he had ever seen someone like her.
 
'This will be fun' she thought as a she sauntered over to him, giving him a playful smile. 

She looked down and read his name tag "Oh... I'm just browsing Eddie... in fact I'd like to check the new games" she said while bending to catch a game box in a low row.

"Do you mind if I take this off?" She said already opening her mini jacket up, underneath it was something closer of a bra than a halter, hardly containing her breasts. The V in her halter barely contained her large tits. She made sure that he was just in the position to see it all the way.

She decided to tease him a little more, she flexed her tits, giving his eyes a full view of her partially exposed breasts. Her nipples were poking out like hard diamonds.

Poor Eddie gasped with wide eyed surprise! She held that pose, looking at him and asking coyly "Which one is better..." she pretended not to notice that her hardening nipples were in his full view, and pointed to the computer games, "... this one or that one?" She flexed her arm discretely which pushed the side of her breasts in, making her tits push out as she pointed to each box in turn.  She was giving him a great show and he was hard pressed just to understand what she was saying or asking.

Joan couldn't help herself as the darkness started awakening in her, and this time she was not going to deny it.  She slowly released some more of her pheromones as the little show continued. Glancing up toward him she caught him looking down her at her halter.  Today she was feeling a little nastier than the last time this feeling came over her.  Her pussy was already soaked with excitement, so she just went on.

She glanced down at his crotch noting he was sporting a big hard on.  She could still walk away.
Joan carefully scanned his thoughts. She was getting better, and managed to read his mind without making him noticing. All he could think of was how perfect Joan looked, but underlying the strong desire he had to jump her bones was a deep fear that someone like her would never be with him.

She didn't know why, suddenly it seemed wrong just to leave him there... unsatisfied. It was happening again, like at the liquor store; she was so aroused that she couldn't help but continue with the flirting. She straightened herself and looked to at his crotch, his hard cock was making a tent on his trousers! He was breathing hard and sweating, the kid was very excited!

She made no secret that she had noticed. "Did I make you do that?"  Then gave him one of her most seductive smiles, licked her lips with her long tongue. And that was the threshold when it was too much for him, as the blood drained down from his head to his cock, and he fainted. 

She knelt down beside him, noticing his hard cock saluting at her.  God this was all new to her, she never had this effect on anyone before.  Just like the other time, shivers of lust ran through her spine and she just couldn't control her desires yet. She started shaking him trying to bring him back to conscience.

She stammered, "I-I-I'm sorry, I didn't mean to...!"  But the tent in his pants was just too much.  Then as if a switch went off in her head, her hands grabbed his dick and she said " "Very impressive, Eddie."

He mumbled an answer which she could not understand, but she knew what he wanted. She started to unzip his fly. "But I know just how to make up for it... I'll just jerk you off and it'll be all right." She said this in such a sultry way that he came alert.

What was happening to her? This was just a kid; she would never do such a thing! But right now, she was dripping wet just to think of jerking him off.

He got up very embarrassed, then led her to the storage room in the back of the store and locked the door, nobody would see them, and she felt safe to do whatever she wanted to do.

She did not know why, but knew she wanted, no, she HAD to bring this kid to orgasm! This thought gave her shivers of lust and she quickly took his hard member out, his eyes were on her tits, longing to see them again. She moved her body with grace and soon the straps to the halter were on her shoulders, nearly falling of her arms.

Her hand was gently jerking him off, making him even harder. The movement caused the straps to finally fall, only her firm bust kept the top from sliding to my hips. "Do you want to see these rock hard tits?" She couldn't believe she was talking like that! As she flexed them up and down, "Do you like them?"

"Oh, God," he groaned as Joan's hand was on his cock again.  He thought 'Unbelievably this is was not what he expected when he came to work this morning'. As her hand slowly stroked his raging hard-on, he couldn't believe the feelings he was experiencing. Each movement sent shivers through him, he wanted this to last forever.

"Your cock is so fucking big, Eddie," Joan purred. "How do you not have the girls lining up?

He laughed, "That's is funny. I work in a computer store and live in my parents' basement. Girls lining up for me? You are my first."

"No one has had this big dick yet?" She asked, genuinely surprised.


No," he admitted. "Before you, I've never even kissed a girl."

"So, I have a twenty something year old virgin in front of me?" she asked.

When he nodded, she moved her body a little harder and gave one final flex which had her halter fly off, giving him a view of her firm tits in full view, the big hard nipples pointing to his eyes.  Joan held them like she was a stripper: "Aren't they amazing?"

"They have grown a bit lately" she said cupping her both breasts.

She grabbed his head and buried his face within the deep valley of cleavage. 
"Mmmmmm, you like these titties, don't you?" Joan purred; her breasts so large she could squeeze them around both sides of his head.

"I love these big tits," he replied.

She reached down and grabbed his cock again, and gave a tight squeeze.  His precum wetting her hand.

'God! What was I doing?!' Joan thought.  Her she was standing in front of a kid she just met, jerking his cock and his hands were fondling my boobs!  But the darkness had control.

"You really are such a bad boy behind that geeky exterior," she purred as she released a little more pheromone.

He sucked in her scent with a shudder.  He looked up at her unable to speak, and unsure what he would say if he could. The fantasy of his life was standing in front of him. He couldn't hold on to any thoughts and felt totally overwhelmed.

Joan provided a much-needed distraction by asking, "And you have never eaten pussy either?" By this point that was pretty obvious he had never done anything.

She had a wicked smile on her face as she walked back to a corner desk in the back corner. She started doing that "bump and grind" walk of hers. Joan cleared the desk with one hand sending paper everywhere. She pulled down her capris, sat down on a desk spreading both legs and exposing her inners.

He stumbled awkwardly between her legs and managed to get to his knees and was now staring at Joan's black panties that were hiding the first pussy I would ever see that wasn't on the internet.

"Hungry, Big Eddie?" She teased.

He nodded, still mentally comatose.

She was really starting to enjoy this.  Then she lifted her ass up and ordered, not a request but an order, "Can you help me with these?"

"Sure," he nodded, his hands trembling as he reached up to her panties and pulled them off.
Once he had them off, she said in a deep husky voice, "Like?"

He was stunned and whimpered out "Who wouldn't"

"Good answer," she purred, as she wrapped her muscular legs him and pulled him in, face first.

He didn't need any more instructions as he began licking. He had watched a lot of lesbian porn and also read a lot about the art of cunnilingus in hopeful preparation for this exact moment.

Her moans encouraged him and she said, "Oh yeah, that's it."

Then to his surprise she said to him, "You are about to lose virginity, Eddie."

"God, yes!!!" he cried eagerly.

"Then come up here and fuck me with that monster dick," she demanded in the sexiest way a woman could ever utter such a sentence.

"Oh fuck, yes," she groaned loudly, as she pulled his entire cock into her tight pussy. Her interior muscles stroked his massive dick in and out. Instinct and common sense took over as he began pumping his hips and fucking her.

"Harder, Eddie. Slam that mother fucking prick deep in my hole," she moaned, wrapping her amazon legs tightly around him.

"Oh fuck, fuck, shit, yes, don't stop for an instant you mother fucking stud!" She ordered, strongly bucking her ass up to meet his strokes.

"Oh yes, use me, you fucking stud," she demanded, as he fucked her as hard as he could.
After a few more strokes, he knew he was very close and wasn't sure where to cum. He warned, "I'm not going to last much longer."

"Come in my cunt," she demanded. "I want to feel that load shooting deep inside me."

"Oh yes, fill my cunt with your cum," she moaned, looking back directly into my eyes with a mixture of lust and euphoria.

With that he exploded in her, his orgasm lasting minutes as his dick finally pulled out of her.
Unclenching her eyes, she looked him directly in the eyes, her eyes going entirely black, and then, with another moan, which this time became a scream, she came.  She came in waves and waves. Her knees began to buckle. He felt her violently shaking, and then, with a massive, throaty yell, total release came. Her eyes open to see the effect it was having as she continued to shake and shiver. Then, finally, her convulsions began to lessen.

"Wow, that is a lot of cum," Joan admired, again obviously impressed.

She gave him a big, satisfied grin. "For a virgin you sure can fuck!"

The kid was exhausted and, as far as she could notice, very satisfied. She got on her feet again and started to walked away.

"Enjoy your first?"

"God, yes," He nodded then passed out.

With that her eyes took on the look a predator, that was what she wanted to hear. She liked it too, the feeling was utterly indescribable to feel strength surge through her every pore of her being and she could sense herself growing even more powerful.

She knew what the sensation was, and smiled, licking her lips. She was absorbing Eddies' energy, energy formed by his youthful sexual urges. Eddie's body rose a few inches from the desk as Joan felt the energy flow into her. She felt his vitality and stamina flowing into her body, making her nearly gasp from how good it felt. She savored the in the sensation feeling more awake and energetic. There was no outward sign of improvement, but by the time it stopped she felt energized and alive then she ever felt.   She looked down at the kid and it looked like he had aged 10 years.
She put her outfit back on looking in a mirror next to the desk.  She seemed to enjoy cupping and making sure they sat properly in the halter, without them looking like they were trying to escape. She then grabbed her panties and looked back at Eddie.

She tossed her panties on top of him, telling the passed-out kid, "Studmuffin, here's a memento of your first time." Then she walked back out of the stockroom and back into the mal.

[gjweave0]

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[sgsg69]

great chapter, she is exercising power and feeding on vitality, oh boy!! When is she going to go to a gym and exercise her muscles or see what she can take from a huge bodybuilder? KARMA to you, can't wait for the next installment!!

[sykora4417]

Well done, I like how she continues to explore her new self

[1dave100]

Great new chapter! 

[gjweave0]

As Joan left the store, she thought how she first started out today, she was a little self-conscious, so she had to forced herself to act like this naturally; and soon she realized that she enjoyed having their eyes undress me. As she walked down the mall, she even found herself trying to catch men looking at her, watching their faces as their eyes wander all over her muscular body. She spied a teenage boy staring at her, and without even realizing what she was doing, she stretched her arms up, pressing her breasts against the halter enjoying the look on his face as he stared at her breasts straining against the fabric.

Her piercing eyes scanned both men and women around her, who in response were looking intensively at her. She smiled with a wicked grin, swaying her hips erotically from side to side, allowing her boobs to bounce in the progress.

She noticed a couple guys following her.  'Time for even more fun,' Joan thought. As she stopped and pretended to be interested in a dress in a window display, when she looked back, she noticed they were now stopped. She started walking again and they were they right behind her. She had to admit that, this was all new to her, men never followed her, and was getting very turned-on by this.

She dropped her purse and slowly bent over to pick it up.  Knowing that these men were watching was making her even hotter. She never realized that acting like a slut would feel so sexy, so confident, so powerful. Stealing a glance at her followers, she saw that they are stopped again, if she wasn't so turned-on, she would have to laugh.  'Now to give them a thrill' she thought as she stood up.

Her muscles moved erotically as she swayed her body from side to side. They bulged with untapped power, filled with her strength and might. Her massive bust was rising up with each heavy breath and she made sure to tense her physique just enough to really show how hard and shapely her body was.  She started to swirl and sway slowly from side to side, stretching her strong body erotically.  She turned to them and saw they all had hard-ons.

Joan smiled her wicked little smile as she said. "Like what you see?"

They just stood there staring at her with their mouths wide open. She turned and continued walking away knowing that they were watching her ass as it swayed back and forth as she walked out of the mall.

As she got into her car, she wondered what she would do next. She really needed to talk to some one about these changes that she was going through. Her best friend Hannah came to mind.  She had not seen her since she got divorced and bought her place. If anyone would understand it would be her.  Plus, it would be girl time and she could get her head straight.
 
Joan had not been driving long when she saw the Rt. 309 intersection coming near. She was really enjoying the day.  Her mind was on pour Eddie, when glanced down at the gages and her heart stopped. She had two red lights glowing on the dash; one was the temp and the other the oil. She then realized that she smelled a burning oil smell and saw all kinds of white smoke coming from Caprice. She remembered that time and time again Greg would tell her that if she ever saw one of the red lights come on, she had to stop right then, here she had two of them bright red.  Joan pulled over to the side and turned off the motor; she reached for her cell phone only to see she did not bring it with her when she left the house.
 
She climbed out of her old Caprice, heaving the door shut; it creaked as it slowly slammed shut. She focused and tried to change it into a Mercedes, but nothing happened. She sighed; she really needed to get a new car.  That's it I am tired of this thing; Joan brought her fist back and demolished the Caprice's hood. The impact left a huge dent in the hood.
   
She knew area and figured someone would stop to give her a hand, this neighborhood was pretty nice and the people around here were all friendly.  By the time the motor stopped making the turning over sound like some kind of truck, a man stopped.  She was standing by her car looking at the hood and steam coming out from under the hood a pickup truck pulled in behind her.

An older gentleman got out of the truck and said "Hello Ma'am I don't know much about cars, but I think you need some help. Can I give you a lift?"

Joan knew with her new and improved body had nothing to worry about, but she was not stupid and said "no thank you, but you could call a tow truck for me if you have a cell phone"

"Sure thing Ma'am, I know a tow truck service real close, are you a AAA member?"

Joan said "yes" and he went back to his car and made a call. When he came back, he told her a tow truck was on the way and he told me he would stay with me until the truck got there. She thanked him and we started with small talk.

"Do you mind if I ask what happened to your hood" he asked, looking at the huge dent.

Joan cracked her knuckles like she had seen in the movies and said, "I got a little carried away" as she smiled at him wily.

She looked over at him and smiled. "Thanks. What else do you want to know." She offered.

"How strong are you?"

Her smile got even wider. "Very strong." She said confidently leaning toward him as she said it.

Joan was just standing relaxed, looking like a fitness competitor, with the exception of a huge bust.  She flexed her arms and her upper body exploded with muscle. Her biceps hardened up showing massive size and forming into a huge mountain that was the size of a softball. Her pecs looked amazing as they pushed outward showing deep grooves.

"I have yet to try to maxed myself out yet because it could dangerous, but I don't think there is a woman who is even close to my strength" she told him. Then she gave him a wink.
 
"Really." He was looking at her with his mouth open.

"Really."

He just stared back into her beautiful eyes and gulped. All this talk about her muscles was getting him excited, but the way she leaned toward him sent him over the top giving him the hardest erection.

Joan, with a great deal of exaggeration, bent forward, gave him good look at her tits.  Then she seductively she moved toward him and surprised him by grabbing his crotch, just firmly enough to let him know she was in charge as the tow truck pulled up. "Thanks for your help."

The tow truck arrived and the nice man that was helping me left. Funny thing, all the time we talked he never told me his name.

[blackhawkdown]

I'm really enjoying this story. It's very unlike the rest.

[sgsg69]

Love the realism of the story that surrounds her.....a Caprice of all things that eats oil. Love it, keep going. Karma

[gjweave0]

The driver got out of the truck and walked up to Joan

"Hi miss. What seems to be the problem?" the driver asked.

"All of a sudden my check engine and oil light came on and it just shut off. I was able to coast to the side of the road," she replied.

The tow truck driver popped the hood with some difficulty do to the huge dent and a couple of minutes later announced that unfortunately it looked like something was causing the oil leak but it was not evident. He asked where I'd like to be towed, their shop or another.

"Okay, your shop. Can I ride with you?" She asked.

"Sure. Hop in."

The driver backed his truck up to the front of the Caprice and Joan asked what the chance was of having the repair done today. The driver gave her a surprised look when he saw how she was dressed and figured she must have been a long night and wanted to get home.  But told her that he thought that maybe they might be able to work something out, however, it would be up to the boss back at the garage. She smiled at him, and thanked him.  As she was walking up to the truck, she looked down at the front of her halter and sure enough, her nipples were prominently poking through the thin material, like diamonds in the rough. She was sure that's what the driver noticed when she started talking to him.

Once he got the car hooked up, he got in and they headed off for the garage. The driver seemed friendly enough, but was kind of shy or maybe just quiet. He did have a wedding ring on, so maybe he was just uncomfortable being so close to a woman other than his wife.  Especially, who was dressed and looked like her.

As he kept glancing at her, she noticed a bulge developing in his crotch. As she caught his eye, the next thing he noticed was her reaching out and grabbing his dick. "What the hell" he blurted out.

Continuing to cup and rub his dick she whispered, "I figured I give you a hand" and really starting to rub his bulge lightly with her finger nails as chill went up his spine. "Don't tell me you aren't horny right now," as they pulled into the station she said seductively.

The service station was a 4-bay garage with an office attached, the shop looked well-kept and it was obviously a busy operation. The driver got out of the truck, trying to hide his erection, unhooked the car and managed to get the Caprice into the bay.  He suggested Joan could wait in the office until they had a handle on what was wrong with the car.

Joan thanked him and walked into the office and headed to the front desk, someone is already in line so she waited her turn. The counter man at the desk pointed to the waiting area and said to take a seat and he would get right to her.  There were three men seated in the waiting area and as she walked over, she noted two of them were checking her out. 'Oh god, here we go again,' she thought as her nipples start to press into halter top.

Being in a car repair shop with so many men around, and dressed as she was, got her feeling a bit turned on.  She glanced through the windows leading out into the shop and saw a couple of guys checking her out. She started feeling her pussy starting to dampen. 'This is crazy shit,' she thought to herself as she sat down to wait.

After about 10 minutes, the owner of the shop came in and motioned her over.

"We are going to have to get into the engine to find out what's going on and will have to keep it overnight" he said.

Joan frowned.  "Well, I have to uber or something."

'Um, something,' Joan thought as she slipped into his mind and released her pheromones. She leaned a little closer to him, making sure that his eyes never left her breasts.  Her body was now an asset and she decided to use it to its fullest potential.

While he was totally distracted, she mentally suggested to him to lend her his car for the night. 
"Tell you what, why don't you take my Vette for the night.  A lady like yourself should never use a uber".  He turned to his counter man and said, "Write her up for my car as a loaner" and gave Joan the keys.

Joan filled out the paperwork to a bewildered counter man.  She asked him where the Vette was and he gave her quick directions to it.  As she left, she had a wicked smile on her face, as they all watched her ass sway in her tight pants.

As she got in the Vette and drove away, she thought 'that was easy'.

A few moments later she thought 'what am I becoming, thinking that was easy'.  She needed to talk with Hannah about what was coming over her.  But with Hannah everything included wine.  So, she picked up a bottle and drove to her best friend's house.

Joan nervously got out of the Vette, grabbed the bag on her seat and locked the car. To say she was nervous would be the understatement of the century.  She was about to walk into a situation, where she didn't really know how Hannah would take the new Joan.  But she had to at least share with someone what she was going through.

She knocked on the door and waited to see her Hannah expression.

The door opened and Hannah said, "Can I help you,"

"Now don't flip out but it's me Joan.  Somethings happened to me and I need someone to talk to."

She didn't even recognize her at first, the sight of this muscular female on her doorstep bore virtually no resemblance to the lanky, awkward girl she had known a week or more ago. She stared, paralyzed with awe and a little fear.

"Bullshit" said Hannah. "Who are... wait... is that you... Joan,' she said, her voice reeling with shock. "My God, is that really you? Are you alright? What... why are you here? What's going on?"

"Ask me anything about me or our friendship and see if I can answer it.  I need to prove to you that's it me." Joan went on to tell her.

She must have spent a solid minute or two just standing and Hannah was just gawking at the massive women standing before her. When Hannah looked at Joan's face and could see her best friends features but this was too much.  She thought about a question only the two of them would know.

"Ok, when we were in college, what was the name of the nerdy lab assistance in chemistry class, who had the crush on you" Hannah asked.

"You mean Dave the dork" Joan chuckled.
   
The door flew open, and Hannah stood there, a huge beam on her face. Without a word, both girls just threw their arms around each other and embraced. Even despite the circumstances, they were still best friends. With that Hannah smiled and invited her in.  "Ok tell me about it"

Joan entered Hannah home. She smelled amazing and Hannah couldn't help but notice that she stood a couple of inches taller than her as she looked up into her beautiful eyes. She considered herself tall at 5 foot 10 inches and was accustomed to looking down at most people. She was wearing what looked like 3-inch heels, but still, the whole experience of this tall strong woman towering over her was intoxicating.

Joan went on to tell her the whole story, the costume, the amulet, then waking up like this and then the story about Ishtar.  Joan left out her developing powers since she really didn't how to explain those.

"What do you think?" Joan finally asked, breaking the silence.

"God damn..." was all Hannah could muster.

As they gently rocked in each other's arms, Hannah could feel Joan's rock-hard tits press into her body, slightly turning her on.

"It's so good to see you! I feel like it's been ages!" Hannah told her,

"I know!" Joan looked at Hannah. "But with your divorce and moving, things just got away."

"Oh yes, you haven't been here, have you?" Hannah released her friend and led her inside. "You want the tour?"

"Do you even need to ask?"

With that, Hannah immediately led her through the house, visiting each room one by one. First, the kitchen, then the living and dining room, each furnished with brand new furniture courtesy of the divorce.  From what Joan had heard she took her ex for a boat load of money.

"Finally, my bedroom!" she led her into the final room of the house. "The bed is new, cost a fortune, but very comfortable. Plenty of closet space as well. And the master bath is through there.

After the tour, Hannah looked at Joan and said "We need wine."

Joan, she pulled a bottle of wine out of the bag she brought in.  "I thought it would come down to that" laughing like they were in school again.

"Now you are talking," as Hannah grabbed a couple of glasses and Joan poured.
 
Now many would wonder how Hannah and Joan became friends, being so different in almost every way, but isn't that always the case?

Hannah was an extreme extrovert, while Joan was an extreme introvert wishing she was an extrovert.

Hannah was sexually promiscuous while Joan had exactly three boyfriends, two who she had slept with and one of those was Greg.

Hannah always dressed like a fashion model while she would dress like a nerd.

Hannah barely graduated college and if it wasn't for a couple blow jobs to nerds who wrote her essays she may not have, while Joan finished with honors in every class.

She was a cheerleader while Joan was in the chess club.

That said, they did have some things in common: they both loved to travel, eighties movies, the Backstreet Boys (it was their first concert), they were both sarcastic and both believed in fate (the belief that things happen for a reason.).

Sarcastically Hannah quipped, "Why don't we find some sexy stud and spend the night in a sweaty threesome?"

Ignoring Hannah sarcasm, as Joan was apt to do when it was aimed at her, she purred, "Now you are talking."

"I was kidding," Hannah sighed, before adding, "there is no way in hell you are getting me to go to a bar, especially with you looking like that."

"Well, I am going," Joan announced, in the decision is made and that is that tone, before adding, "It's on my bucket list."

Hannah snapped, "What bucket list! The girl who was afraid to try sushi, now has a bucket list."

Joan rolled her eyes and brought her right arm up and flexed her bicep. The transformation that happened before Hannah eyes was spectacular. Her bicep seemed to triple in size forming a tall peak. It even looked like it had a point at the top as it rose above her shoulder. Her bicep had a deep split halfway up that made it look like she had a bicep on top of her bicep.

Hannah was captivated as she watched Joan flex her bicep into a rock-hard ball and then rub it with her left hand. She could see every detail of her bicep under her paper-thin skin. "I have gotten over some of my fears." Joan said mischievously.

She countered right back, "Damn girl"

"So how big do you think my arms are?" Joan asked as she proudly raised her right arm flexing hard.

"I have no idea, it looks huge." Hannah replied
.
She kept her arm up flexing hard. "Go ahead, it won't bite, give it a good feel and guess how big." She insisted.

She put her hand over the Joan's bicep and couldn't believe how hard and defined it felt. Her bicep was beautiful as Hannah felt around feeling her smooth warm skin.

It was like time stood still as Hannah stared wide eyed in amazement. She sensed she had probably been staring for too long and glanced up to find that Joan was watching her with a grin on her face that said she knew what I was thinking.

"I guess you have gotten over your fears, so back to the bucket list," said Hannah

[sgsg69]

Great addition, can't wait to hear what's on the bucket list!!! Maybe a gym, or something more fun........you're the tour guide. Karma to you K++++++++++++

[phil123]

So we will see what's on her bucked list. Great idea.

[gjweave0]

The sarcastic exchanges started going full throttle. "I had no time for a bucket list, I lived through yours. Now, it's time to create one and have a hell of a time full-filling it." Joan shot back.

"Well then," Hannah suggested, "maybe, it is time to create your own bucket list."

"Let's see," she pondered. "Write a bestselling novel."

Hannah pulled Joan in with her actual goal in life. Joan demanded the addition, "Yes, but without selling out."

"Fine," she agreed. "Now what else?"

In machine-gun fashion, while finishing a bottle of wine, the two of them created a realistic list of over fifty things to do before Joan died (including meet her ancestors in Italy, be the guest speaker at major event, meet her favorite author, etc...), before she shifted the suggestions to the gutter.

"Fifty-seven, get gangbanged."

"Fuck off," Joan shot back, "isn't that your number three?"

"Seven actually, three is sex in every major city in the world."

"Philadelphia's a major city," Joan pointed out, instantly regretting it.

"Exactly why we need to go out drinking," she countered.

"Like you need to go anywhere to get laid," Joan replied. "Just go to the bar and you could be horizontal in no time."

"Actually, I like to be on top." She smiled, before saying, "I am going for a shower. I expect at least five sexual things added to your incredibly boring bucket list."

Being factitious, she made an absurd list:

1. Get fucked by all five members of the Backstreet Boys (although that one I would probably actually do if the opportunity presented itself)

2. Give in to a lustful urge and satisfy yourself with a hot jock,

3. Have sex out in public

4. Have a threesome

5. Be in star porn movie.

Looking at the list, she laughed to herself at how absurd her items were, even though each had been a fantasy of her at one point or another.

Hannah came out of the shower, her towel doing very little to cover her body, "So what did you write?"

Joan kept watching the TV and pointed to the table. After a few seconds, Joan turned to look at Hannah and saw her list had surprised Hannah. She said, with a smile Joan had seen many times that usually meant trouble, "A pretty impressive list, Joan, a very impressive list."

Joan stood up and attempted to clarify. "That was a joke, Hannah.  I would never do any of that stuff, I am a married woman"

Ignoring my clarification, Hannah continued, "We are going to have fun making those happen, although the Backstreet Boys are old men now."

"The early thirties is not old," Joan countered, pointing out, "Isn't Harrison Ford on your list?"

"He is so fucking hot."

"You live in double standard world."

"Whatever," she flippantly replied, implying she was done with the conversation. Shifting thoughts, she ordered, like in the old days, "We are going out."  She turned and headed to her bed room to change.

Hannah looked stunning all done up with make-up.  At five ten she was now about 5 inches shorter than Joan, but her body is perfectly toned and she didn't have an ounce of fat outside of her large but round pert breasts. She had the most gorgeous thick black shiny hair that fell in gentle waves to just below her shoulders. Her brilliant blue dark eyes contrast her smooth deeply tan skin and her face has got to be one of the most perfect faces Joan have ever seen. She is a stark raving beauty and she turns heads everywhere she goes.

Joan pointed to Hannah chest and said "They are new."

Hannah held them up, "Not as big as you but they get the job done," she smiled as she slipped her top down.

They were absolutely phenomenal breasts, truly. They were certainly way too large, for sure, like, obscenely huge, but damn if they didn't just look good. Perfect, golden tanned skin, so smooth to the touch and undeniably immaculate looking. Her areolas were perfectly round, which were capped with nipples stiffened how horney she was. 

Joan slid her hands over the warm, soft flesh, squeezing Hannah's breasts lightly, testing their firmness, testing to see if Joan's actions would cause any reaction in her. Hannah glanced up at her, and the only reaction she saw was a satisfied smirk.

They left Hannah's place and went off to dinner. The restaurant was intimate and quite exclusive. The dimmed light meant their space was their own and just enough away from others to allow private conversation.  Dinner was served, wine flowed as the conversation went from Hannah divorce, to who she was seeing, to her sex life.

They noticed that dinner area was emptying out, and the only area that seemingly was somewhat crowded, was the bar area. Joan had gone up to get drinks here and there, but Hannah was now feeling horney decided to check out the bar.  She asked Joan if she needed anything thing, then stood up and went to get more drinks from the bar.  Joan enjoyed sitting and watching as she walked to the bar. She could clearly make out Hannah beautiful ass as she moved.

While at the bar though, Joan noticed that Hannah had made conversation with a guy who seemed to be on his own. The conversation was short as her drinks came and she returned to our booth. When she returned, she explained that the guy was here a day early and awaiting the arrival of his wife. He was enjoying a quite drink for himself she explained.

The next round of drinks was up and my Hannah insisted she get them again. Up she went and again Joan admired how she looked. Again, at the bar the same guy spoke with her again only this time he managed to get some touching of her arm in. Joan was a little surprised by this but really who cared. As she stood waiting at the bar, the guy seemed to move to the other side of her at the bar. As he did, Joan was certain she saw his hand brush and caress only for a second her ass. 

Joan thought, 'Hannah is on the prowl!'

There was fun all around. As shy as Joan used to be she couldn't refuse Hannah's request to dance with her. Within seconds, the two of them joined the fun, as they shook their asses on the dance floor to the beat of fast tunes until the music turned slow and lights went down.

Hannah didn't release her and, instead, took Joan in her arms to slow dance. Other women at the club too were doing it, so their pairing did not turn out to be an unusual sight at the dance floor, at least for the moment. Hannah flirted with her but still within the bounds. They slowly swayed around, Hannah tits and ass occasionally bumping with Joan's although not in an overt way. At that stage Joan still did not suspect things to get out of hand.

Hannah became more daring and Joan just allowed it to see how far this might go.  Hannah was now breathing into her ear when she talked trying to test the waters. Goose bumps were all over her each time Hannah wet mouth touched her ear. She quickly dismissed it. However, Joan tried to divert her worry, it couldn't put away the obvious her best friend was now flirting with her openly.

"Did you know how sexy you are now?" She whispered into Joan's ear in a husky voice.

"You are still much sexier than I am," Joan whispered back.

"Nooohhh... you are...If only you knew..."

"If only I knew what?"

There was no reply. She could only hear her breathing, until she felt something tickly in her earlobe making Joan gasp aloud. No, she was not nibbling it. She was biting it. Joan could feel Hannah teeth digging into it. The bite was gentle but long and lasting. She was no longer testing the waters. She was assuming she passed the test.

"Hannah...we are... being watched..."

Still no reply from her. She was only breathing. Her gentle bite at my ear lobe remained as if it was her last. Joan couldn't say anything more. Neither would she. Their heavy breathings were the only sounds blowing into each other's ears.

Joan slowly turned her head to look for any unusual stare. Hannah's head tilted as it followed, refusing to give up the bite. "Jesus Christ this woman is incredible," She quietly told herself.  Still, this could get complicated, with Hannah being her best friend.

Joan hadn't lost the will, to politely pull away, hoping that they had not turned into the focus of attention on the dance floor. Fortunately, no one was seriously looking, or at least she thought so.
Joan managed to politely break away from Hannah's sensuous bite as she excused herself and headed toward the bathroom.  She walked past some Wall Street looking guys talking in hush tones.  Trying to get Hannah off her mind Joan was curious what they were talking about.  So, she let her mind wander and listened in to what they were saying.

"On a different front, George, how is Stanco going?"

"Actually, very well. This is insider information, but at the annual stockholder's meeting Tuesday, we are going to announce record sales, record orders, and several key patents. The stock should sky rocket and stay there for weeks."

Joan was not a market whiz kid, but she knew the potential of what she had just "listened into".

"That's good to know. I'll keep that in mind. I have a few investment opportunities in mind. One of them might be stock in your company."  The other man said as Joan continued to walk to the restroom.

As she returned from the restroom, she saw Hannah still on the dance floor and went over to her. They keep dancing letting the music flow over them.  This time it was Joan who was the aggressor as she started to run hands over Hannah's body before she kissed her lips. Joan's lips press softly against Hannah at first, then she traced her lips with her tongue ending with a deep kiss. There is little hesitation on Hannah's part as her arms snake around Joan's neck pulling Joan closer to her. That familiar feeling came over Joan, her muscle memory taking over as she extended her tongue deep into Hannah's throat. Hannah pressed against her and Joan could feel Hannah tits rubbing against hers as Joan's hands moved down and grab Hannah's ass tight lifted her up off the ground. They parted as the music ended and stare at each other for a while.

Walking back to their table it was now Hannah turn to excuse herself.  When she returned, she took her seat and reached over to Joan's lap. Joan felt her quickly drop something there and when reached for it; something told her not to pull it out from the cover of the tablecloth, so she instead grasped it with both hands, feeling it with her fingers in an attempt to figure out what it was.

It was a small scrap of material, cool and silken. The body of it was shaped like a sort of triangle, and it tapered down into straps at each corner; and, I noticed with increasing interest, the lower half towards one corner was damp. Not just 'damp', but DAMP – that unmistakable, warm, slightly slick, heady, sweet-smelling kind of damp that I simply adore.

This was a thong. Hannah's thong. She had been wearing it... it had gathered some moisture, Hannah' moisture as provoked by our teasing... and now, she was not wearing it anymore.
Joan's eyes shot to hers, and they shared the naughtiest grins.

It turned out to be a great night. They both drank way too much and had a great time dancing the night away. By the time the bars closed at 2 am they were both so inebriated they thought it would be a good idea to have some more to drink. So, they headed back to Hannah's place and opened a bottle of wine and came up with a plan to take the items off of her bucket list.

[gjweave0]

The next morning Hannah mentioned she had an idea for how Joan could satisfy herself with a hot jock. One of the trainers at her gym would be moving back to Brazil in a couple of weeks to take care of the family business. He had been hitting on her at the gym for months and she did find him physically attractive though too arrogant and superficial to enjoy his company much. She thought a little going away present in the form of a romp in the sack would be good to clear that item. But she was nervous as he was quite physically intimidating and had a reputation as a very successful Don Juan.

"I can be quite intimidating to." Joan voice was a sultry sexy whisper. "Are. You. Ready. To have. Your mind. Blown?"

Joan stood and started to flex her muscled form. Her halter stretched to almost transparency. Huge muscle covered her upper body and rippled and pulsed with each movement. Her arms were now bigger than Hannah's leg's. Her breasts seemed massive and somehow not even distorted by her halter. Her gorgeous face seemed almost out of place on top of her body.

She then put her palms together and started expanding her body even. Rips started appearing in her halter sleeves as she took a couple of breaths. Then, with a deep primal roar, she thrust her chest out, in one explosive motion, spread her arms wide, her body exploding, ripping the halter.  While Hannah mind was still reeling in shock as Joan returned to her normal massive towering state and give her a kiss on the forehead.

"Oh, sorry," she giggled. Sometimes it's hard controlling them.

She turned and headed for the bed room to get ready to go back to her place and get some of Greg's sweats to wear to the gym.  As she was walking away Hannah couldn't help but admire her lovely ass and how it swayed.

Since she just ruined her halter, she simply put her short jacket on, letting her breasts sway free and grabbed her pursed.  "Finish getting dressed, I got to call about my piece of sit car and pick up some cloths at my place.  Remember that sales girl 'Sam' I told you about, I think she told me she had chosen some workout clothes for me."

She picked up the phone and dialed the car shop.  She asked for the Owner and asked what was going on with her car.  He indicated that there was a big crashed last night and they not yet looked at her car.  He told her to keep the Vette another day.  She thanked him and hung up.

'Oh, I am so going to bang him like there is no tomorrow' she thought when she drops the car off.

Hannah walked in wearing jeans and sweat shirt that read 'You inspire my inner serial killer" with a skeleton sitting the lotus position.  Joan looked at it a burst out laughing, while Hannah said

"Make's them think about messing with me." Hannah laughed. 

"Well, I have the Vette for the rest of the day.  Let's make the day out of it" as the both walked out the door.

On the drive over to her place they hatched their plan out.  Hannah would go in first and find a place to watch that would be out of the way and the Joan would tease Pablo and see where it went.  Joan winked at her and said "Hopefully in the locker room" as she could only half concentrate on anything as the plan unfolded. She had never been so eager to get to the gym in her life.

They got to Joan's place and went in to pick up some gym cloths. Joan, told Hannah to go to the Kitchen and make herself a cup of coffee while she showered and changed.

Joan walked back to the kitchen, where Hannah was sipping her coffee. The tight-fitting leggings she wore left nothing to the imagination, Hannah was stunned again when she glanced at Joan's anatomy, there for her and the rest of the world to behold. The crop top equally as revealing, the coolness of the interior of the house encouraging her nipples to stand proudly through the thin material.

But the muscles were the most impressive part of the package, but they came with a lovely thick of black hair cascading down her back, a pair of deep brown eyes, and 6'3" of huge muscles, huge tits, and she had an arrogant smile that graced a pair of thick lips.  The leggings highlighted her labia proudly standing out below her pronounced mound.  Joan puckered up and blew a kiss to Hannah, the two of them were ready to conquer this place like we deserved.

Hannah's eyes, though she tried to drag them away, remained fixed on Joan's groin, the twin lumps of her folds, as she directed her own gaze back to Joan.  "I see, you shaved," said Hannah.

"So Hannah, do you think your trainer will notice" Joan smiled, cocking her head as she leaned back against the opposite counter top. Her pelvis pushed out, further emphasizing her groin, taking her all in, Hannah was starting to get turned on seeing the bulge of Joan's pussy, her nipples erect above. The flesh-colored tone of her active wear, it was almost as if she stood before her naked.

"Oh, yea he will, but they'll never pass the squat test!" She laughed as she concentrated again on the coffee.

Joan threw on Greg's largest sweat pants and hoodie to coverup what she was wearing and off they went to Hannah's gym.  As they got out of the Vette, Joan turned to Hannah and said "Just follow my lead as Hannah watched her eyes turned black briefly and a visible change came over Joan. Her overall attitude changed; she looked like a panther on the hunt.  Time to meet Pablo the trainer.

As planned, Hannah entered the gym, swiped her membership card in and entered before her and I noticed right away that, just as she thought, the gym was practically scarce.

Hannah changed quickly, swapping out her jeans and sweatshirt for gym shorts and a sports bar. She pulled on her running shoes and headed back out into the main room to wait for Joan. The main room is full with about 30 treadmills and 10 or so elliptical machines, some tv's hanging around the room, and two walls consisting entirely of mirrors. She sat down to tie her shoes and take a look to see who was there. The treadmills were not too busy yet, it was a beautiful morning so Hannah figured most people would be outside running instead of coming gym just for the treadmills. But it was still less full than it normally is. She counted 10 people, mostly men. Everyone had headphones in and was keeping to themselves, focused on breathing or one of the televisions.

After waiting a couple of minutes Joan walked across the parking lot trying not to run. she hadn't been this excited in, she couldn't remember when.  She buzzed the front door to be let in and said "I would like to discuss joining the gym.

The door opened and Joan stepped in removing Greg's sweet shirt as she did. She saw the young man sitting at the front desk of the Bluebell Athletic Club, she sauntered up to him, letting her hips swing suggestively.  She looked down at his name tag and read Mark. He was decently built, though she was looking for something bigger.

"Hello, how can we help you?" His eyes quickly looked her up and down. She played with him momentarily, one finger finding the deep chasm between the roundness of her chest as his eyes followed. He was quick enough to not linger, but every man thinks he won't be caught, but they always are.  She was finding out, her reaction to the prying eyes depends on how much they rude they were and Mark was nervous when he saw her. 'Good' she thought, so she said nothing as his eyes took her in.

When he was finished taking, he in, she said she was interested in joining the gym.

"You'll have to let me use some of the machines here so I can see they can handle me, so I can decide if I am I'm willing to train here. How much?" as she flexed her chest, her nipples starting to harden.

Mark arched an eye brow; he had that wonderful look of puppy-dog terror that she found she had started to inspire in some men. 'Time for some fun' she thought as that familiar feeling of releasing her pheromones.

"Our standard rate is $725" He told her.

"I want at least $1,000." Joan shot back.

"What? No, that's what it costs for you to work out here, 750 dollars is our annual rate plus initiation fee."

Joan laughed, muscles firm while her tits flexed just a bit. "No, Mark, four hundred is what I'm charging you for the privilege of working out in your gym. You could have no better advertisement than someone who looks like me. Some will come just to ogle me work out. Others will come to see if they can get the same results, but either way that's money in your boss's pocket that I could just as well be taking to any other gym who might offer me even more."

He gasped for a long moment, jaw working a bit as he seemed to be thinking through everything she'd just said. It's not his fault; with the effect of the pheromones and the fact that the gyms hire on looks not brains. Mark was nice enough on the eyes, sure, but I wasn't going to ask him to do my taxes.

"Tell you what, let me try the gym out today and see what happens."

Another long pause, but then he flung out his palm and it met hers in a slap as they shook hands. She gave the gesture just an ounce of her total strength, which took him by surprise as he agreed to her suggestion.

"Which way to the locker room"

"Women's is down to the right" he said.

Turning into the locker room she scanned the area for a free locker.  Walking down to an empty locker, she opened it up and started to change.  Out of the shower came a cute preppy girl. "Hi, I'm Sarah, I haven't seen you here before," she said with a smile revealing a mouth full of prefect teeth and whitened to the point I swear you could use them for an emergency signal beacon.  Just the kind of girl Joan hated.

"I am just checking the place out." Joan came back with.

"Oh cool, I've been here just a few weeks and so far so good ."

Joan smiled as she continued to dress for the work out. She started to work on getting her new sports bras on her massive breasts. She was having a struggle adjusting the first one as it was having trouble hold them in.

"2 of them?" "Wow." Sarah blurted.

"Yes, hon I don't want to jiggle or fall out in the gym." she laughed.  "So, what can you tell me about this trainer named Pablo".

"Oh, the talk, dark and handsome Latin" she said with a far-off look.  "What, I would do to have him ravage me. I heard his cock is huge"

Joan snapped her fingers in front of Sarah. "Earth to Sarah"

"Sorry, he just makes me feel so horney, when he is working with me."

"I wonder if he would take me on?" asked Joan.

"Probably not, he is going back to Brazil for some family thing," Sarah responded.

'Will see' thought Joan as she headed out of the locker room.

Everyone was into their workouts, which all seemed to changed as Joan exited the locker room.  She timed her exit perfectly so that as she was walking around the corner, she was pulling her the second sports bar down over her head, and anyone who was paying attention could have caught a glimpse of her large, hard nipples as she situated her bra and strode towards a treadmill at the front of the room. Everyone's eyes were on her as she walked by them, ass swaying from side to side with every step. Some were trying to be slick about it, peeking out of the corners of their eyes, while others stared openly and appreciatively. She was pretty sure one guy missed a step and fell off of his treadmill.

'That took them by surprise' Joan thought to herself with a naughty smile as she set the machine going at an easy pace. She looked round as she broke into a gentle jog, and saw that more than one pair of eyes were trained on her ass. She shivered. That feeling, that wonderful feeling of being looked at, was what she'd seemed to be craving ever since she'd discovered that side of herself at the mall. She liked people looking at her. She liked people starting at her. She liked it when she could see their eyes turn hungry and their lip's part slightly as they stared. It made her feel good about herself in a way she'd never experienced before. And, as her new motto said: what mattered was that it made her feel good. It also made her furiously horny. Her body had always been a source of discomfort and embarrassment for her. Now, it was a source of pleasure, and maybe even pride. The transformation was amazing

After about 15 minutes of enjoying her entrancing booty, Joan saw a man approaching her out of the corner of my her. He was a dark Latin, shorter than her, but that's not really a surprise given the fact that she was 6'-3". He was also in gym shorts and he was wearing a tight tee shirt that had the gym's logo and the word "TRAINER" printed in bold capital letters across his back. Joan guessed this must be Pablo.

He introduced himself as Pablo, and heard from Mark she might like to train at the gym.  He told her that he would like to evaluate her to see what trainer the gym could place her with. 

"Let's head over to the evaluation area."

As they walked over to the double doors Joan saw Hannah doing some light exercise in the area.
Hannah said, "Hey, Pablo got a new recruit"

"Yup, going she how she can handle a real work out."

"Do you mind if I keep on exercising here?"

"No problem"

"Should we get started?"

Hannah was awed by the spectacle Joan proceeded to make of herself.  She strutted about between exercises, striking a variety of alluring poses, squatting deeply, and massaging her ductile thighs. What had gotten into her?

To Hannah's delight, she could see that Joan's behavior was yielding the presumably desired results. Heads of both men and women turned as Joan bounced pass, and an assembly of attentive eyes pursued her about the gym.

As Pablo put the Joan through the circuits, she teased him "Pablo, aren't you supposed watch me closely?" Keep your eyes on my legs and butt. I want to be sure my form is good."

She began to perform a set of walking lunges across the gym. Her legs wobbled deliciously with each step, deep creases framing her thighs and buttocks as she folded and unfolded herself.

Pablo, flustered, followed as though strung by a leash and inspected her closely from several angles, struggling to maintain a sober expression of appraisal.

"How do I look, Pablo? Do I look good?"

"Yes," he managed.

"Am I doing it right? Or should I stick my butt out more. Like this?"

Hannah heard a quiet groan depart his lungs.

"Pablo? Do you like this better?"

"Yes, that's very nice," he finally muttered. He was fidgeting now, and Hannah could see he was struggling to conceal an obvious erection that his thin athletic shorts had failed to camouflage.

Joan stood and turned suddenly to face him, lunging her way back across the gym. He took an instinctive step back and averted his eyes as his hands moved in an awkward attempt to hide his predicament.

"No, no, Pablo! You have to look at me. Please."

He reluctantly returned his eyes to Helen and watched as she bobbed perpetually before him, dipping to confront the triangulated crotch of his shorts before rising again, amused, to look him in the face.

"Any pointers?" she asked between sultry puffs of air, a playful smirk on her face.

"No-- you're per-- it's perfect. You look good. I mean, You've got good form."

"Because I really want to work on my butt." She stopped then and stood close to Pablo, a hand on his chest. "Here. Sit."

She spun around, spreading her thighs, pushed her pelvis back to exhibit the enticing lines of her ass, and pawed at the hard flesh.

"Like this." As she pulled up on her bottom, her fingers made small indentations in the thin spandex that hugged her curves.

"I want it to sit up higher, like this." She released her behind, causing it to undulate gently before him. "You, see?"

She did it again, her rippling contours creating a hypnotic effect by which even Hannah found herself transfixed. "Wouldn't that be nice, Pablo?"

Pablo's breaths shortened. One might assume it was he who had just completed the workout.
Joan did not press him for a reply. "How about some squats?" she asked. "Would squats do the trick?"

Pablo stood in an abrupt, agitated bid to regain himself. "Sure, yes. But you'll need a heavier weight than you've been doing."

He marched to the squat rack and began to load the bar, talking all the while.

"You've been doing, what," looking at her.

"Never lifted, so I don't know" she and one of those cheshire grins on her face.

"What, never!" looking at her unbelievably. "Ok, let's try 215 lbs."   

"That much? I don't know, Pablo. It looks like a lot. I don't want to hurt myself....Will you help me? Spot me, I mean. I need you right here, behind me, in case something happens."

"Sure, right behind you"

He backed up a few steps to keep her at a professional distance, she took an exaggerated step backwards and cocking her hips back, both facing the mirror on the wall.

Joan found his eyes in the mirror they both faced. "You have an erection, Pablo," she stated as a matter of fact.

His mouth dropped open as he fumbled for some excuse, but before he could furnish one, Joan dipped suddenly into a deep squat, and Pablo followed. She pushed into him, and Hannah watched as he flexed back against her, his body's autonomous betrayal.

Joan made light work of the load across her shoulders, much more weight, Hannah realized, than she could squat, herself--one more surprise to add to the tally.

Pablo added more and more exercising pushing her to her limits. Sweat dripped down Joan's forehead as she endured a rigorous routine that was a mixture of slow and explosive reps. It felt like every part of her upper body had been targeted in ways she had never felt before. Many of the exercises were new to her and she loved that. Joan could virtually feel the pheromones dripping from her body in response the workout. Turning on everyone around her.

"Told you," Pablo gloated with an evil grin. "You want wanted a work out, I'm giving that to you."

Joan almost wanted to laugh at the Pablo's glee. At this point, her arms were just warming up, she felt like she good go on forever. 

It was also the first time she had seen Pablo smile. The trainer was a machine when it came to fitness, taking that responsibility with the utmost seriousness.

"Admit it, you did this on purpose," Joan replied, shaking her arms. "You liked torturing me."

"What gave that away? The dumbbells or the reps?"

"Both."

"What's your next poison?" Pablo asked. "Or are you ready for the cooldown and stretches so you can leave?"

Joan checked the clock on the wall. "We haven't gotten to my legs yet."

"We can save that for next time. I don't want you depleted."

"I know my body. I still have fuel in the tank."

Pablo thought for a moment. "Alright, how about a circuit of sprints, box jumps, and lunges? Pretty soon those legs are going to feel like your arms."

"You're going to try and break me," Joan said, as if accepting a dare.

"It'll be reasonable. I'll give you the routine I used when I played sports in my younger days."

"Prove it."

"Is that a challenge?" Pablo asked with a smile.

They made small talk while they did dynamic stretches and various warm-ups. It almost seemed like an excuse to for Joan to check out Pablo's dark skin and rippled muscles. Everyone once in a while, the Joan's tits threatened to pop out of the small sport bras. Too bad they didn't, Pablo thought.

When ready, they both got into position in the indoor track area of the facility.

"Here's the plan: sprint, 10 box jumps, 10 jumping jacks, 10 jumping lunges, followed by a 60 second rest. We do that until someone quits."

They did 4 circuits total and Joan won the race. They rested on the mat to recover, with Pablo on his back, laying in a pool of sweat.

"You win, I guess," Pablo said begrudgingly, with a hint of playfulness to let the Joan know that there were no hard feelings.

Pablo stood and gave her a hand up. "You're done for the day, time for you to go get showered."

"No, its time for the real fun," she said.

Not even bothering to adjust her clothes, she reached down and grabbed his cock and led him towards the locker rooms. Her ass and tits jiggled with every step, and she looked back to the room, her eyes finding Hannah. She mouthed a quick "come on" before they reached the locker rooms. She let go and pushed him towards the women's locker room, slapping her still ass as she swayed her way in, he followed her into the women's room.

She led him into the lounge and told him to sit, ask him for the keys and she went up to locked the door.  She went back to the to the rest room door and saw that Hannah had snuck in and was going to find a good hiding place.  She locked the door and went back to the lounge.

[gjweave0]

Joan walked back over to him. He was in shock that this was really happening as she took his hands and guided him to stand up. She wasted no time taking off his tee shirt then with one easy pull, the grabbed his gym shorts and the fabric gave way with the pull of her hands. She tossed the ragged remains on the floor. In no time he was only in his jock strap with his cock pressing hard against the fabric.

Joan cupped his cock and balls and started to run her hand up and down the length of his penis gauging its size since he still had my boxers on.

"Mmmm very big indeed." She purred.

She brought one of her arms up flexed hard showing me her massive bicep. He looked at her arm wanting to touch it so badly unsure what to do.

She looked awesome; her muscles were huge and hard. She stopped stroking his cock and reached up and pulled her sport bras off.  Her tits stood proud sit atop her massive pecs. The slightest movement made them twitch and rise. Then she brought her arms down and flexed her pecs hard making them expand to their full size.

Her heavy breasts bounced free; the air cool on hard nipples started to harden. She bit her lower lip as she continued flexed her pecs, send her tits heaving in front of a nearly hypnotized Pablo. "Do you like what you see, little man?"

Her chest swelled up like balloons filling with air. Her cleavage was deep between two round mounds. He cupped her breast feeling the hardness and size amazed at how small his hands looked in comparison.

"Oh, my god your perfection," he breathed.

She grabbed him, pulling him in between her firm breasts. Her thick arms wrapped around and pulled him in for crushing embrace. He tried to push her away, his hands against her steel muscles, but she held him there, barely expending any effort.

"Do you like feeling helpless?"

The moment she felt him start to panic, she released him, letting him suck in a labored breath. But she still held him close, staring into his eyes. "Do you like having no power at all?"

He drew in another heavy breath before speaking. "It scares the crap out of me, but it also turns me on like crazy."

"I know." she smirked at him with my evil grin. "And that's why you're mine. Now I want you to worship me."

She guided his mouth down to her rock-hard nipple, a little shudder passing through her body as his mouth accepted it. "Yes, baby, suck on it."

His mouth puckered around the nipple as it swelled even larger in his mouth. The tip of his tongue flicked the nipple, the tip of his teeth tugging on it delicately.

She grabbed the back of his head, arching her back slightly. "Keep sucking, little man," she moaned.

The pleasure grew sharper until she was almost shaking, a familiar ache growing between her legs. She placed her hands on his shoulders, breaking wet seal on her nipple. "I need you to pleasure me."

"Anything for you," he replied, quickly.

She slipped off her leggings slowly exposed her now enflamed camel-toe.

She forced him down onto his knees, the pressure making her muscles bulge. She adjusted her stance slightly, spreading her thighs, exposing her glistening freshly shaved pussy.

He didn't waste a second, his mouth planted firmly on her, then descending between her juice-soaked lips. There was a faint squelching sound as his tongue dipped between the silky folds of skin.

She let out a little gasp, curling forward as his mouth found her aching cunt. She reached down, spreading her lips with her fingers, exposing her engorged clit. "How do you like this big clit?"

He let out an unintelligible grunt, his tongue dipping and plunging into her pussy.

Her other hand reached around the back of his head, guiding him as she rocked her hips sensually against the work his tongue was doing.

"Suck on my clit," she demanded, letting out little whines of pleasure. "Suck on it."

She nearly screamed with pleasure when his mouth found the bundle of nerves nestled between the folds of skin, waves of pleasure radiating up her stomach. 'Damn he is good', she thought.

She let out a long moan, almost a grunt, her hips slamming into his face.

In one quick movement she scooped him up in her arms with no effort and carried him to the couch and dropped him down. She eagerly pulled off his jock strap so that he was completely naked.
Joan smirked at her victory. "Now you're about to find out just how really good I am."

She straddled him and grabbed his rock-hard cock with both hands and started to rub it against her abs. Not only did it feel amazing, but to see his huge cock rubbing all over her flexed abs heightened the experience.

She planted one of her thick arms next to his head and used her other hand to guide him into her. As he plunged in, her body shuddered as she let out little screams and moans of pleasure.

Now that he was almost fully inside her she planted her other arm on the side of his head and guided herself down his length, she closed her eyes, she swallowed cock. She settled down, rocking back and forth, letting out little cries of pleasure. "You'd better stay hard or I'm going to crush your cock."

To add emphasis to her words, she tightened her pussy muscles around his cock, laughing as he squirmed and clawed at the couch. "I'll destroy you if you don't make me cum."

"Please don't," he gasped in actual fear. It felt like his cock was trapped in a vice. She could probably squeeze it off with just a little bit more pressure.

"Don't worry, I wouldn't really hurt you." Joan winked, rolling her hips sensually.

"Probably."

She rose on her heels, her feet digging into the couch cushions, rising until only the tip of his engorged cock remained inside of her. Holding it there for a moment, she arched her back, her muscles bulging, her abs hardening until she plunged down his length.

Joan quickly found a harsh rhythm, riding him, slamming her muscular ass down on him at the end of each movement. She grabbed his wrists, pulling his hands above his head, leaning forward, and growling into his ear, "How does it feel to be the one getting fucked?"

She then repositioned herself so her weight was on her elbows leaning on the top of the couch and she placed her arms in an "L" position behind his head. She continued to pump her hips up and down, her tempo increasing, her pussy gliding up and down his steel shaft. She gave it a little squeeze with her  muscles, making him groan, a sheen of sweat making her muscles glisten.
She grabbed his shoulder, her huge body stiffening. "I'm almost there!"

"Fuck, fuck, fuck," she shouted. "I'm cumming, little man."

Joan was in a stupor now as her orgasm reached its peak.  "I'm gonna cum! I'm gonna cum! I'm gonna..." The cry of her orgasm was harrowing, she had never made a sound like that before. It sounded almost ancestral; a beautiful woman being satisfied on a deeply human level. She reached down, rubbing her clit vigorously, her juices erupted and started pouring down his cock.

As she orgasmed, Pablo finally released, his cum gushing out, his heart hammering in his chest. He felt his eyes roll back into his head as his cock continued to erupting inside her sending loads of his cum and life force into her.

After what seemed to be an eternity, but only a few minutes, Joan heaved her massive frame off him, slowly standing up beside the couch like a Greek goddess. "Time to get cleaned up," looking over at Hannah she grinned and said "now that was fun, looks like item no 2 is off the bucket list.

Hannah watched stunned at what she had just seen her best friend do.  Where did the sweet, nerdy Joan she had known gone?  Replaced by this lust filled amazon.

Without another word, she strode out to the showers with her and Pablo's juices running down her chest and legs. Hannah looked over at the couch, noting that when Joan had been pounding Pablo, she'd broken the furniture's back. The couch sagged sadly, with a passed-out Pablo surrounded by cushions damp with Joan juices.

As Hannah passed the showers, she noticed that something strange was happening to Joan's muscles. Although she already had extremely large muscles for a woman, he could see bulges and ripples across her body as if parts of each muscle were flexing and contracting involuntarily. Finally, the contractions subsided and Joan stood erect, and with her eyes closed, flexed every muscle she could to its fullest.

Hannah looked back at Pablo he looked aged, then for a brief moment Hannah felt fear come over her as she wondered just what was going on with her friend.  She quickly dressed and went out to the car to wait for Joan and think about what just happened.

Joan let the water from the shower just run over her. As she cooled down, she realized that she had lost control, but she loved every bit of it. This power she had, was changing her.  She had grown confidant and embolden to try new things.  But it scared her to, she saw the look on Hannah's eyes just before she left.  She did not want to lose her as a friend.

She got dressed, just putting on a sport bra and her leggings on and walked out of the locker room.  As she walked past the counter she winked at Mark and said maybe your next. 

He glanced at her as her leggings perfectly outlining her luscious camel toe. Her outer and inner lips are now clearly defined from her recent sexual romp.  She then turned her walk into her half strut, half stalk as she left the building. 

The cold November air brought her back to reality as she opened the door to the Vette and sat down.  Hannah looked at her and said "What the hell was that?"

Joan looked at Hannan and broke down.  It was time to tell her everything.     

[QBikk]

Nice development, but I have to wonder where her Husband great fit in all this now. Completely forgotten and set aside... Too bad, it has potential.

[GreatJustice]

I wouldn't worry - it seems quite freeform as a story but I think there's plenty of space for Greg in the story arc. I'm having fun enjoying the journey there