Something had to be done. I had been divorced five years, and it was time to take charge of my life again. At 51 years old, 5’8” and 202 pounds, I hadn’t let myself go completely, but I did need to shed a few pounds and tone up what was left. That’s what led me to the Gold’s Gym in Chantilly, Virginia, and a drastic, unexpected change in my life.

After signing up for a year, I entered the locker room and was a little intimidated by the beefy bodybuilders heading to the showers or changing, with their muscles bulging and their large cocks and balls dangling freely between their legs.

I opened a spare locker and slowly stripped down, facing the wall to hide my slight paunch and my 2 ½ inch penis. Changing into my shorts and t-shirt, I locked up my street clothes and headed out to the free weights and universal machines. I specifically chose 11:00 p.m. to work out, hoping I would have a little privacy, and I wasn’t disappointed since all of the weights were free, and there were only three women working on the Stairmaster, Treadmill, and Stationary bike.

I started to warm up on the Universal Machine with three light sets of the bench press, ending with ten reps of 70 pounds, and I noticed her for the first time. She entered the weight room with a towel around her neck, wiping sweat from her forehead, so she must have come in from taking laps around the track.

She had beautiful jet-black hair pulled back in a ponytail stopping about three inches below her shoulders. What was so unusual, causing me to stare, was the woman’s size. She was huge, easily topping 275 pounds, and was about 26 years old, 25 years my junior. My ex and all of my past girlfriends had always been petite and a girlie-girl, but there was something appealing about this large woman. She had rugged confidence that said, ‘don’t mess with me.’

I watched her massive breasts sway in her tank top as she approached me and was mesmerized by the thick tanned calves and thighs sticking out provocatively from short tight, spandex shorts. As she approached me, I didn’t know quite what to do, so I shifted on the weight bench and gave her a half shy smile.

“Are you finished with that machine?”

I quickly grabbed my towel and jumped up, so we were only inches from each other, and stammered, “Yes. Yes, sorry. It’s all yours.”

I quickly moved off the bench and took in the wonderful aroma of her natural sweat. It struck me as the most exotic perfume of all. She was about three inches shorter than I was, yet I was intimidated by her confident voice, stance, and large round body. As I went to the Lat machine to get out of her way, I couldn’t help but sneak a glance at her from such a short distance. With her back to me, I could see the massive cheeks of her buttocks straining against the skin-tight material, with the bottoms of her beautiful globes on display for viewing. When she bent over the weights to readjust the pin, I could see the large rolls of her sides and stomach straining against her top and could see half of her bountiful breast protruding from the armhole of her tank top.

When she readjusted the pin for the weights, I gasped as I could clearly see that she set it on 180 pounds as a warm-up. I tried not to stare, but I couldn’t help it as I watched her lay down and spread her legs on the bench. I could see the material of her shorts creeping up into the crack of her vagina, and the shorts were so skimpy that I could actually see some pubic hairs creeping out the sides.

She took the handles in her hand, adjusted her body once, inhaled and exhaled, and raised the weight easily in one fluid motion. She did nine more reps, increased the weight, and did two more sets of ten before she went to the squat machine. When she loaded 350 pounds on the squat rack, I didn’t think there was any way she would be able to lift it, but she proceeded to do three sets of ten, then went to ten more weight stations during the next hour.

I got very little exercise done as most of my time was spent following this large, strong woman around the gym, unable to take my eyes away from her feats of strength as well as her enticing body. As the evening wore on, she sweated freely, making the nipples clearly stick out from the moist material. A moist round patch was also evident around her crotch, and I couldn’t tell if it was from sweat or if she got turned on pumping massive amounts of weight.

Throughout the evening, she would look over in my direction, and I would quickly start pumping iron and avert my glances, but it was evident that I was staring at her, no matter how much I tried to disguise it.

I stared at her doing three sets of Dips effortlessly and was caught once again as she boldly stared at me while wiping the sweat off her arms and neck with her towel. Again, I quickly looked away, but when I slowly looked up again, she was still staring at me and was walking toward me.

I bowed my head once again, and the next thing I knew, my wrist was grabbed in a vice-like grip. I was pulled up roughly from the sit-up bench and bent over it, so my face and chest were glued to the cold plastic material. My arm was bent up behind my back, and with her superior weight and strength, I couldn’t move a muscle and began to plead through the pain.

“Please. What are you doing?”

I could feel her warm breath and smell the sweat of her big body as she growled into my ear, “I’m sick and tired of you gawking at my overweight body, and I plan to kick your ass.”

Before she would let me respond, she roughly made me stand once again but kept my arm drawn up behind my back with one hand and put a chokehold on me with her other forearm, so I was unable to protest.

She began walking me to a small room with mats on the floor off to the side of the main weight room. I tried to protest, but her large meaty forearm nearly cut off my breathing and my ability to talk.

She released both holds on me as we entered the room and sent me flying face-first into the mat as she closed and locked the door. I tried to catch my breath and plead with her, but she was on me once again as she dragged me up and pushed me backward until I was slammed against the wall. Her forearm once again came up and blocked my throat. I struggled against her arm, trying to free myself, but it was a useless effort. I was trapped and powerless.

This large, strong woman had me scared to death, and for the first time in my life, I was under the control of a physically superior woman.

“You think it’s okay to stare at a woman just because she’s overweight? Well, buddy boy, you picked the wrong woman to piss off, and tonight you are going to find out what it’s like to be treated and used as an object.”

I tried to explain that I was in awe of her big body and strength, but now seeing it in action, all I felt was fear and would have begged to be released if I could have managed to speak. I was under total control, and my legs were weak and shaking with fear, but the view of her massive breasts and cleavage displayed with a thin sheen of sweat made my small penis begin to respond so that I was becoming partially erect.

She released the chokehold and spun me around so that I was once again forced with my up into the center of my back, and my legs were spread wide with my cheek mashed against the hard cinder block of the wall.

Slowly I was able to regain my breath and managed to squeak out, “Please let me go. I’m sorry you were offended, and I will leave and never return.”

“Too late little man. It’s time you learned some manners.”

The pain was unbearable on my left arm as she bent it until I thought it would snap. Then I panicked as I felt her other hand at the waistband of my shorts as they slowly brought them down over my thighs until they fell loosely at my feet. I stood only in my jock, shoes, and t-shirt, but the jock was quickly removed, and she used her feet to remove my shoes and socks. She brought my arms up over my head long enough to remove my t-shirt then put both arms behind my back, holding them firmly with one of her hands.

My cheek once again was smashed into the wall as I stood with open legs, naked and totally immobile. I had never felt so humiliated or so vulnerable.

“Little man, you are going to learn a valuable lesson that a large, strong woman can be sexy and beautiful.” I felt her warm breath at my ear once again as she whispered, “What do you think of this?”

While her one hand continued to hold both arms captive, her other hand gently caressed the crack of my ass from top to bottom, causing goosebumps to cover my body.

“Tell me how beautiful I am, Little Man, and call me Mistress Delia.”

I hesitated too long and suddenly felt a long finger slide roughly into my anus, causing me to cry out more from shock than pain. I had never had anyone shove anything into my ass except on one doctor’s exam.

The shock and pain turned into pleasure as she continued her sawing motion into my virgin puckered hole, and she simultaneously began to lick my ear. My small cock was hardening as she continued to assault me.

“Did you hear me, Little Man?”

She shoved a second finger deep into my ass for emphasis, and I cried out, “Yes, you are beautiful, Mistress Delia.”

“That’s better Little Man.”

Removing her fingers from my ass and releasing my aching arms, she spun me around and once again trapped me with my back to the wall and her forearm once again under my chin, holding me captive.

Slowly she looked down my body until she came to my totally hard four-inch penis. She looked back into my frightened eyes and gave a little laugh. “I guess the term ‘Little Man’ was pretty appropriate for you, wasn’t it?”

Feeling inadequate, I looked down and grunted out, “Yes, Mistress, I am small.”

“No matter Little Man. With what I have planned, you won’t be using this,” and she grabbed both my cock and balls in one hand and squeezed until I thought they would pop.

I screamed in pain and squirmed as I begged for release, but she held me securely and pumped me over and over until tears started to run down my face.

“There, there, Little Man. You don’t need to cry over your lack of size. I’m sure you will do quite well with your tongue.”

I immediately began to panic. I had never licked a woman down there and thought it was disgusting, and only animals would lick their crotches.

“Please, Mistress Delia. Don’t make me do that. I refuse.”

Delia scoffed, “You are in no position to refuse anything, Little Man.”

Still holding me securely with her one arm, she reached across to the strap of her tank top and moved it down over her shoulder-baring her left massive breast. Exchanging hands, she removed her other strap and let her top fall so that both magnificent mounds hung down freely. Her hard pink nipples stood out proudly as her breasts shook and jiggled, glistening with sweat from her workout.

She worked the top and shorts down over her voluptuous body until she was standing before me, totally naked. She then proceeded to bend down and pick me up at the knees and hoisted me up over her shoulders like a sack of potatoes.

Her strength was somehow having a stirring effect on me and combined with being inches from the massive crack of her ass, my erection was once again at full strength, but the thought of what she was going to force me to do was more than I could bear.

Moving to the center of the mat, she unceremoniously dumped me on my back, forcing the wind from my body. Before I could recover, I looked up to see her huge body straddling my face, with a foot holding each of my arms pinned firmly to the mat. Facing my feet, she slowly lowered her hairy, sweaty crotch to within inches of my face. With my arms held securely, I could only protest by squirming with my lower body. I brought my legs up, trying to kick her in the last-ditch effort for freedom, but she merely caught them and held me bent painfully with my bare buttocks in the air.

With a hard slap to my ass, she ordered me to start licking. I thought to myself, ‘Oh God, I can’t believe this is happening to me.’ I closed my eyes, trying to distance myself from my humiliation, and I tentatively stuck out my tongue. The aroma of sweat and arousal was like nothing I had ever experienced before, and I had to admit that I found it intoxicating.

She grabbed my balls one again and squeezed hard, yelling, “Lick!”

I slowly ran my tongue along her fur-covered outer lips and did not find the strong aroma and taste offensive. I began to probe deeper with my tongue as the moisture increased and began to flood my mouth. The more I licked, the more addicted I became to her scent and taste, and after ten minutes of licking and sucking every inch of her nether region, she rocked her big body across my face and exploded in a huge orgasm, nearly suffocating me in the process.

“Mmmmmm, that was nice, Little Man, but you aren’t quite done yet. Now I’m going to teach you to worship my backside.”

Held securely by her titanic weight and powerful arms, I screamed in protest as much as I could but found it hopeless as she moved the giant globes of her ass down my body until my nose, lips, and tongue were buried in her long crack. I could see the brown puckered opening just before it reached my mouth, and having no choice. I licked at her opening, causing her to moan.

“That’s nice, Little Man. Now it’s time to go deeper.”

As she once again twisted my balls roughly, I drove my tongue deep into her anus, causing her to moan with pleasure once again. The lack of oxygen scent of her pussy and ass were all causing me to lose all effort of resistance, and my tongue probed ever deeper fucking her ass like a small cock.

After five minutes of my probing, Delia had one more surprise in store for me as she took my tiny cock in her mouth and began to greedily suck as she bucked wildly on my face. I was in ecstasy as I continued to feast on her big beautiful ass and her lips continued to piston up and down my dick.

Both of us began to increase our pace until we were both sweating and moaning freely. Finally, I could hold out no longer and came in a gusher, causing my tongue to thrust forward as far as possible, creating another orgasm in Delia. She moved back and forth, allowing my tongue to roam freely from the top of her pussy to the top of her full delicious ass.

She let go of my legs, letting them fall back to the mat, then slowly moved to the side and sat looking at me with her arms around her bent knees.

“That wasn’t half bad, Little Man. I see by the clock on the wall it is 1:30 a.m. We can call it a night, err, morning, and never have anything to do with each other again, or you can agree to my terms of calling all the shots and continue our relationship. Something to think about.”

Delia was somewhat disappointed over his silence, taking it as a no, so she gathered her clothes and pulled them on, and headed for the door. Just as her hand reached the knob, I made the declaration that would undoubtedly change my life.

“Please, wait, Mistress Delia. I have thought long enough. I would be honored and privileged to be yours as long as you will have me.”

Delia smiled, pleased with the turn of the evening’s events, and as she turned the knob, said, “See you around, Little Man.”

 

The End.

 

*This story has been edited to fix spelling, punctuation, & basic grammar, but the narrative and plot have remained the same. Just remember, even with the limited editing we do, it doesn’t mean any possible major flaws in this story were fixed.