The Instructress

by Mindlevel Zero

Tags: #cw:noncon #brainwashing #dom:female #f/f #f/m #pov:bottom #sub:male #fitness #hypnotic_ass

Mateo wants to hire a fitness instructor to bring new clients to his gym. Kalista comes highly recommended, and she wastes no time showing Mateo how good it feels to follow all her instructions.

Disclaimer: This story is fantasy and contains descriptions of sex and other adult situations. If you are not an adult, or those ain’t your kind of situations, then read no further.

All persons, places, and events in this story are fictitious and any resemblance to existing persons, places, and events, past or present, is entirely coincidental.
This story is © Mindlevel Zero. Please feel free to re-post as long as this attribution remains intact. And if you do decide to share my story, I’d love to hear about it!
Your thoughts and feelings about my words are welcome at Enjoy!


Taking their places on the yoga mat at the front of the studio, Dominique asked Mateo, “Shouldn’t you be watching behind one-way glass or something?”

Mateo laughed. “Yeah, if the gym is missing anything, it’s ways to spy on my customers.” Instead, he and Dominique were in the first row, two of about twenty participants in a free mobility session. Some of the other people in the room might have known he owned the place, but they did not know that Kalista, the athletic woman in tights at the front of the class, was auditioning for a job.

While they waited for the last few participants to take their places, Dominique scampered over to Kalista and gave her a big hug. The would-be instructor lifted petite Dominique right off the floor, beaming at her.

“You’ll be so great, girl. I’m so excited!” Dominique chirped.

“Thanks, ’Nique—now get back in your spot so I can start!” Kalista gave her friend a playful push and looked at Mateo. She shook her head as though exasperated at their mutual friend, but she winked. He smiled back—not too enthusiastically, he hoped. Mateo wanted to play the stern evaluator here, but Kalista had a very infectious grin.

Dominique returned to her mat, almost bouncing with excitement. She didn’t bother with the gym, as a rule—she claimed to be more of an outdoor girl—but she’d set up this audition. Mateo had been hemming and hawing for months over hiring someone to run fitness classes. The gym was successful enough now that he wanted to grow in a new direction, and guided classes would appeal to people that otherwise never set foot in a gym.

Running classes, though, took a big investment of time, space, and money, and employees were serious overhead. But Dominique insisted her friend Kalista would be perfect, a total self-starter and a great instructor. And she was a freelancer, so Mateo could just give her a studio and set her loose on all the new customers that wanted the group fitness experience. That sounded perfect to him.

Kalista ran them through a set of easy shoulder and hip warm-ups, then had them move through progressively more complex and challenging poses, holding each for a few minutes. Throughout, she encouraged them to let their bodies go deeper into the pose without pushing or squeezing, to just focus on their breathing and let their muscles gradually surrender. Mateo tolerated mobility work more than he enjoyed it, but found it natural to follow along with her steady, confident voice.

He also, however, found himself distracted by the sight of Kalista. He’d spent many years around fit, attractive people, and he knew how to manage the part of himself that was responding now, especially where a potential employee was concerned—yet Mateo found his eyes fixed on her body whenever a pose didn’t force him to face away.

Kalista wore a standard workout outfit, purple tights and loud neon sneakers, with a tank top cut high above her midriff and a sports bra underneath. Somehow, the lines of her clothes kept dragging his gaze along the slope of her back or her sculpted stomach to the wide flare of her hips, the curves of her ass and thighs.

Mateo realized he was getting turned on just watching her move, chiding himself for the dozenth time about fixating on her legs instead of her instructions. He went into the next pose a beat behind the rest of the class and hoped no one noticed, especially not Dominique, who was stretching right beside him.

He hoped Kalista didn’t notice, either. There was little question she was perfect for the job. She had skill and poise, and she’d clearly run classes before; some athletes that try to become instructors are great at working out but can’t pace a session for an audience, or can’t explain why they’re doing what they’re doing. That wasn’t a problem for Kalista. She led them through a workout simple enough for a beginner to follow, but intense enough that even Mateo, in top physical condition, was breathing hard by the time she had them lie on their mats with their eyes closed, her soothing voice helping them cool down.

After class, Mateo waited for everyone else to leave before he approached—including Dominique, who gave her friend another big hug goodbye—not wanting to put Kalista under the spotlight in front of the members. She took a swig from her water bottle and gave him a big smile as he crossed the room, and he felt butterflies in his stomach. He reminded himself what the power dynamic was here: he was evaluating her for a job, and she was simply another fitness professional. That he found her particularly sexy wasn’t relevant here.

“You did great!” he blurted. Inwardly, he rolled his eyes. And besides the foregoing, dummy, you’re not in high school anymore. Act like a grown man. “I mean, I can see why ’Nique recommended you.”

“Oh, she’s such a sweetie, isn’t she?” Kalista said. “How do you two know each other? College, right?”

“Friends since college,” he said, nodding. “I wanted to get in her pants at first, naturally…”

“Naturally!” Kalista laughed, and Mateo was slightly relieved they could kid around. If they had similar senses of humour, it would be easier to work together.

“We hung out a couple times and the chemistry just wasn’t there, you know? But we got close and stayed friends ever since.”

“I’ve gotta admit,” he added, “it’s always strange becoming friends with women, or, I mean, with people you’re attracted to. You know?”

That’s a bit much to share with a stranger, he thought. She really throws you off balance, huh? Mateo was getting more and more on his own nerves. But if Kalista found the comment strange, she didn’t show it.

“I know what you mean,” she said, and her hand touched his arm for just a second. His spine tingled at the contact. “It was a bit simpler for us: I met ’Nique when we both worked at Sweat Shop. I was just starting freelance and needed a regular paycheck from somewhere, she was already supervisor of women’s clothing. So she was sort of my boss even though she’s a couple years younger.”

Kalista leaned in conspiratorially, and the tingle in Mateo’s spine evolved into a clearer, and more embarrassing, sensation between his legs. “I think we had to either become friends or mortal enemies!”

They shared a laugh. Mateo liked Kalista and wished he felt a little less preoccupied with his raw physical attraction to her. Best thing to do would be to get some distance.

“That’s great,” he said. “Thanks again for doing this. I’ve got some things to get in order before we decide about going forward, but don’t worry, I don’t want to keep you waiting.”

“Good,” she said, gazing at him intensely. “I appreciate that.”

He swallowed hard. “Yeah. So, I’ll get back in touch ASAP, but don’t feel like I’m rushing you out the door. If you want to use the gym, or the showers, or anything…” Shouldn’t have said that, don’t think about her taking a shower “…or, um, or anything, the place is all yours.”

She nodded, her smile deep and approving, as though he’d said exactly the right thing. A moment passed, and Mateo felt like he was waiting to be dismissed, instead of dismissing her. Strange. Why didn’t he just excuse himself to his office, like he’d intended?

“That’s perfect,” Kalista said, and the way her lips shaped the word made his cock twitch.

“I think I will hit the weight room,” she said, “as long as I’m here. Today’s a lifting day, anyway.” Kalista shifted her weight from one foot to another, and it drew his eyes to the motion of her hips. Mateo nodded, not sure he’d quite processed what she’d said. What was he waiting for?

“You go take care of whatever you need to,” she added. “I’ll see you later.”

He blinked, realized he was staring, and cleared his throat. “Yeah, of course. Sounds good. Enjoy your workout!”

Mateo practically backed all the way out of the exercise studio and retreated to his office at a brisker pace than was strictly necessary. “Take care of whatever you need to,” she’d said. Fuck, was it that obvious just being near Kalista gave him a hard-on? He really didn’t want to make an asshole of himself, both because she was Dominique’s friend and he’d never hear the end of it, and because he genuinely wanted to give her the job.

Mateo drew the line at jerking off in his office; that was too dangerous a habit to get into. Instead, he relieved his tension by drinking a cold cup of coffee and grinding out thirty pushups before losing himself in paperwork. As he drafted an agreement for Kalista, he tried to keep his mind’s eye from following the perfect shape of her legs up and down as her muscular ass swung back and forth. The dry legalese, important as it was, didn’t stand a chance against the memory of her body.


“I won’t ask if I’ve got the job, yet,” Kalista said with a smile, swinging her elbows forward and getting her palms under the barbell. She lifted it off the pins into front squat position in one smooth motion. “But I’ll admit I’m hoping this arrangement works out. It’s a wonderful place you’ve got here.”

Mateo had intended to leave her alone while she worked out and just email the contract, but he couldn’t help wanting to see Kalista again. Now they were alone in the weight room. He stood sidelong to her as she began her set, and found himself mesmerized by the way her quads flexed and her glutes rounded as she went low in the squat, bottomed out with her butt almost touching the floor, then exploded back up with a fierce exhalation. As she went down into the next rep, Mateo reminded himself to keep his eyes on her face, where they belonged.

His fixation on her body bothered him. He’d been working out in gyms for twenty years and knew perfectly well that finding his fellow athletes attractive was no license to ogle them. For some reason, Kalista made him feel like a horny teenager. His self-control just evaporated around her. Mateo slipped back into watching her lower body work in its powerful rhythm as she went through her set. By the time the crash of the barbell slamming home in the squat rack snapped him from his daze, his cock was stiff and his face was burning.

Christ, he admonished himself, get a grip. His cock throbbed unhelpfully at the word “grip”. Smartass.

Kalista turned towards him, leaning against the rack, catching her breath. Below the sheen of sweat on her brow, her eyes glittered. Mateo was grateful she didn’t look right at his erection, but her expression told him how aware she was of the effect she was having. He couldn’t tell if he was more mortified or turned on by her amusement.

“I said, wonderful place you’ve got here,” Kalista repeated, grinning. “How many members? If I can ask a question like that without signing an NDA.”

Mateo released the breath he’d been holding and laughed nervously.

“Oh yeah, no worries,” he said. “Look, I definitely want you—” poor choice of words, bro “—uh, for this job. You taught a great class, you’re obviously comfortable in the gym. Out of curiosity, how long have you been lifting?”

“Usually when guys ask me a question like that, what it really means is, ‘I can’t believe a girl can deadlift three plates’,” Kalista smirked. “But I know that’s not what you mean. I moved away for college, lived on campus, and it took a while to make friends. I just started going to the gym because I didn’t know what else to do with myself. Fell in love with it, ended up changing my major from psych. I never really knew what I wanted with that degree anyway, it was just, get out of high school, go to college, gotta major in something…”

He nodded, with a little guilty pride in himself for paying attention to what she was saying instead of letting his eyes run up and down her curves, like they were desperate to.

“But between psych and becoming a fitness instructor, it’s obvious you have a drive to help people,” Mateo said. “I respect that.”

“Thank you.” She gave him that high-wattage smile again, and he stiffened further. And blushed deeper. But Kalista continued, “I see people’s potential, what they could become. What they’re craving to become, even, but don’t know how. Helping them reshape their bodies and minds is very fulfilling.”

Mateo nodded along. The way she put it did sound fulfilling. He supposed he ran the gym for similar reasons.

“You know,” Kalista added playfully, “you did a clever job deflecting my question about your membership.”

“Ah! I forgot all about that, sorry. Wasn’t trying to be coy. We’ve got around a hundred paying members right now, most of whom never come in. Hoping to change that up by offering more training, you know? So…” He opened a hand to indicate her presence.

“Makes sense,” Kalista said. Her expression became mischievous. “I suppose if you were trying to be coy, you’d have deflected again by asking if I can really deadlift three.”

Mateo relaxed a little. Gym banter was something he could do all day, regardless of how attracted he was to her. Talking about the mechanics of their workouts could be an obvious way to flirt—he’d done that plenty in the past—but it could also be a great leveler: they were all in the gym for the same reason, to reach their potential.

“I don’t think I’d ask a guy that question, so it’d be pretty rude to ask you. If you say you can deadlift three plates…” He couldn’t help his eyes roaming her body again. “Look, you’re obviously strong.”

“And I obviously want to show off,” she grinned. “So play along, okay?” She turned to the barbell and, in another admirably smooth motion, lifted it off the upper pins used for squats and lowered it to the long metal arms that would hold it in place while she added weight.

Mateo helped her get three of the big forty-five pound plates onto each side of the bar and move it to the floor. The final assembly weighed over 300 pounds, and Mateo knew he could do three sets of ten with it, but that would be near the limits of his endurance. While he didn’t doubt Kalista if she said she could lift this much weight, he wondered how many reps she could manage… and he was eager to watch them.

“To be honest, I just started hitting three plates in the last few weeks,” Kalista said. “Mind keeping an eye on my form? I want to make sure everything stays solid.”

He felt his face getting hot again. Had she really needed to remind him about her form? Still, Mateo couldn’t help being excited. Kalista got in position at the bar and hinged at her hips, reaching down for the barbell, keeping her back straight.

Mateo nodded in approval. “Back’s good, knees are good, you got this,” he said, though his eyes quickly returned to the impressive curve of her glutes once he’d confirmed the rest of her form was on point.

She lifted the massive weight from the floor with one smooth explosion of those fine, powerful muscles. She looked sideways at him and winked. Mateo smiled. “Nicely done. Going for ten?”

“Ten at least,” Kalista said, lowering the barbell to the floor. She reset her position and did another solid rep. Then another. He told himself he was continuing to evaluate her posture—it was important to use the right muscles when pulling what was easily twice her body weight off the ground. But after a few reps, Mateo’s focus drifted to her ass, and it stayed there. Something about the shape of her body, round and soft yet so firm and strong, made it easy for his mind to wander.

And his cock to stiffen. It had happened again without him even noticing, and as Kalista lowered the weight after her tenth rep, Mateo throbbed with pleasure. And this time, instead of embarrassing him, it only made him feel dreamier.

She looked at him and said something about taking a rest, and he nodded without really understanding. Maybe she was going to do another set afterwards. He’d enjoy watching that. Kalista turned away from him and Mateo admired the shape of her back, the patch of skin below her tank top shining from exertion. Then she spread her legs and bent her torso down in a standing straddle pose. He remembered the sight from her class earlier, how it had frozen him in his tracks, how he’d forced himself to follow along into the pose, hoping Dominique hadn’t noticed he was gawking at her friend.

The shape of her ass and legs had stayed burned into Mateo’s mind. Now Kalista was closer, and it was just the two of them, so much more intimate, and he could…

“Just relax and watch,” she said. Mateo hadn’t realized she was speaking, and let himself nod to show he was paying attention. He couldn’t look away from her ass, though, as she swayed slowly back and forth.

She’s so flexible, he thought, mind wandering helplessly away from whatever Kalista was saying. Wonder how long she can hold that pose.

“…and listen,” she said. “Listen and watch. That’s all you need to do. I appreciate you watching my form. It’s really helpful. And you do want to help me, don’t you, Mateo?”

Mateo nodded, his thoughts slow and lazy. Of course, he wanted to help her. He was happy to.

“Of course you do. And you’re being so helpful right now, just paying complete attention to me. Watching and listening so closely as we just rest. Just rest after a hard workout. That pleasant drowsiness that fills your body and mind when you’ve done your reps, over and over, so nice and tired and satisfied that you’ve worked hard and you’re following the right path to your full potential.”

He kept nodding, his mind going numb. He knew exactly the feeling Kalista was describing. Although… he hadn’t been working out, right? She had. Kalista must have been describing the way she felt. And yet, Mateo did feel exactly that heavy, drowsy satisfaction that came after a hard workout. Even though he hadn’t been lifting, he’d just been watching her.

Watching her and listening. Yes. That was what he was supposed to do.

Kalista’s perfect ass swayed from side to side. His cock pulsed every time she reached the end of one arc and started in the other direction. She was so flexible. Her body was so flawless. It felt so good to watch. Just watch and listen.

Mateo’s eyes must have closed for just a second, because suddenly she was beside him. Had he fallen asleep on his feet? Before he could articulate a question, Kalista took him by the hand and was leading him out of the weight room towards the showers. Leading him at the length of their arms, so he could still look down and let the movement of her hips mesmerize him as she walked. He didn’t feel embarrassed anymore by the way he was gaping at her body; his thoughts were too hazy and disconnected to worry. He was simply living in the moment, letting Kalista guide him. Just following her instructions and enjoying being so close to her.

He did enjoy being close to her, Mateo realized. More than enjoyed it, longed for it. Kalista radiated sensuality, and every minute made him more desperate and hungry for her. He knew this was the wrong reason to hire a fitness instructor, but Mateo couldn’t help it: he craved her presence, and he knew from now on the gym would feel cold and empty if Kalista wasn’t there.

It took a long time to get all those thoughts through the syrupy haze of pleasure he’d sunk into, and by the time Mateo realized they were both naked, it was when the jet of hot water hit his chest. He couldn’t even tell if they were in the men’s or women’s showers, but that didn’t matter now.

The stall wasn’t huge, so they had to stand close together… but Kalista came even closer than that, close enough for her nipples to brush against his chest and her scent to surround him. Her presence was all-consuming: she was the only thing Mateo could see, smell, hear, or feel, and he pulled her body against his without thought, without worrying about the danger of mixing business with pleasure. There was room left in his head for nothing but mindless lust.

She kissed him, but then pulled far enough away that she could fix him with her gaze, reach down between them, and grasp his cock. Her grip was firm, but her touch was light and calculated, giving Mateo only a fraction of the stimulation he craved. Still, he’d been painfully hard for so long that her actual touch, even the slightest stroke, overwhelmed him with waves of pleasure.

“Don’t cum,” she said, and he moaned in protest. Her smile widened. “No. Just stay this stiff and hard for me. It’s so fucking hot. Isn’t it?”

Mateo could only nod. Her slow, teasing strokes felt so good he couldn’t form words.

“Yes. It always feels this good to do what I tell you. To just let me lead and follow my instructions. That’s what you’re hiring me for, isn’t it? To instruct.”

“Y-yeah,” he gasped, shuddering with pleasure. That he would actually hire Kalista was a foregone conclusion. If he’d been thinking clearly, the conflict of interest would have bothered him. As it was, Mateo couldn’t even remember what the words “conflict of interest” might mean.

“Good,” she purred. “I’ll give the instructions, and all you have to do is follow them. Without thoughts. Without objections. That’s so easy, isn’t it? Feels so good.”

Mateo nodded dumbly at her rhetorical questions, either agreeing or simply bobbing his empty head in time with her expert strokes. Kalista’s limber fingers ran down, grasping the base of his cock, sliding back up, pausing at the tip for a long, languorous moment, and then doing it all again.

“You just follow. Follow my instructions. No thoughts. No questions. Follow. Feels good.”

“F-follow, feels good,” Mateo repeated, blinking droplets from the shower spray out of his glassy eyes. Kalista stepped closer, cupped his balls with her other hand. His nostrils flared at the warm, sweet scent of her. His head was spinning, overwhelmed by her presence.

“Don’t cum,” she whispered. He moaned, but his reply was as automatic as the helpless twitch in his groin.

“Yes, Kalista.”

“Tell me you won’t cum.” She squeezed gently and murmured with satisfaction as Mateo twitched harder. His cock was leaking freely, the transparent drops not washed away by the shower left her hand sliding even more smoothly over his skin. “Tell me,” she commanded.

“Yes, Kalista. I—I won’t. Won’t cum. Fuck…”

“Good boy. Just relax. Just follow. It feels so good to follow. You’re going to learn how very good it can feel.”

She jerked him again, quicker. Mateo moaned. She did it again. His body was desperate for release. He fought the urge as hard as he could, even as Kalista squeezed his balls again and then grazed her fingertips slowly along the whole underside of his shaft. He whimpered, shaking.

“Tell me y—”

“I won’t cum!” he groaned, cutting her off. “I, I won’t, Kalista, I… I promise. I won’t cum.”

“Not until I tell you.”

“Not ’til you tell me.”

Kalista put both hands on his broad chest, piercing him with her eyes. The satisfaction in her smile was the only thing his mind could contain. She leaned in and kissed him, then took a step back and shook her hair out under the shower.

“Very good. You’re right on the edge of so much pleasure, Mateo. You don’t even know it yet. But you’re starting to imagine. All you have to do is follow my instructions. Go get dressed. I think you have a contract for me to sign. I know you can’t wait for us to work together.”

Mateo stood there, panting, watching the water flow over Kalista’s perfect body. His urges tugged him in all directions. He wanted to grab Kalista and fuck her on the tiles. He wanted desperately to cum and knew it would only take a few more strokes.

But, above all, he wanted to follow her instructions.

The thought of her here, in his gym, every day, telling him what to do… he’d never wanted anything like that before, but now his head spun with the possibilities.

After a minute of him still standing there watching her shower, Kalista opened her eyes and looked at Mateo.

“Go. Just do as you’re told, silly boy. It’s easy. And you know it feels so good.”

“Yes, Kalista,” he whispered. His voice caught in his throat and he swallowed. What else was there to say? Mateo left the shower stall, on edge for anyone who might see him. She had led him to the women’s showers, and he was doubly nervous to be found there, alone, with an erection that showed no signs of going away. Mateo toweled off and slid painfully back into his shorts. He swore he didn’t even breathe until he reached the safety of his office.

That night, the contract completed, signed, and returned, Mateo lay in bed and stroked his heavy, pulsing cock, replaying in his imagination every moment of Kalista’s class, of watching her in the gym, of their time in the shower. His mind charged even the least sexual of those scenarios with heat—as Kalista switched from leading the class through mobility poses to leading them to do other things. To themselves, to each other, and especially to her…

Every thought Mateo had seemed to reshape itself into following Kalista’s orders and worshipping her unbelievable body. He’d hardly touched her in the shower, not as much as he wanted to, unable to do more than stand passively as she stroked and—and instructed him. In his erotic daydreams, he felt her smooth, powerful curves, soft and hard at the same time, yielding to the pleasure of his hands, his mouth, enveloping his cock…

“Don’t cum,” Kalista whispered, even in his imagination.

“Yes, Kalista,” he whispered back. It was such sweet torture to obey.

Finally, at the thought of Kalista riding him—hard, feverishly, her incredible composure abandoned in the ecstasy of her own climax—Mateo finally came, spurting longer and harder than he had in ages. Alongside the exhausting pleasure of release was another sweet torture: the small guilt of knowing he’d failed to follow her instructions. This time. Before he fell asleep, Mateo wondered if he’d always have that freedom in the future.


Kalista taught classes four times a week for a month. Mateo decided he should avoid them—and maybe avoid Kalista, as much as he liked her, for the sake of a healthy business relationship with his new contractor. But he felt obliged to attend the first few classes just to see how she was getting along with his members. Even hiding at the back of the class, the sight of Kalista bending and flexing did embarrassing things to him. The sound of her voice as she led them through her routine brought Mateo’s mind back again and again to their interlude in the shower—it didn’t help he’d been jerking off to the memory every night since.

You’re conditioning yourself like a pigeon in an experiment, dummy, he had chided himself. You won’t be able to even hear her name without getting a hard on at this rate. But it felt too good to stop.

It was a problem, though. When Mateo realized he was following Kalista’s instructions just like she wanted him to, even in the innocent setting of the fitness class, it never failed to make him hard. He’d meant to stop going to the classes, but all it took was her approval at his being there, that smile and the wicked glimmer in her eyes, and he found himself showing up day after day. Unable to abandon the classes themselves, he’d taken to slipping out early and hiding in his office until most of the members had left—and his erection had finally calmed down.

Today was another of those days. He’d shown up for Kalista’s class, left a few minutes before the end in a horny daze, and put himself through a long, hard workout to keep his mind off his seductive fitness instructor for at least a couple of hours. By the time he had cooled down and left the weight room, the sun was going down and the gym was almost empty.

“Headed to the showers?” came her low, sultry voice. Kalista stepped away from the locker she’d been leaning against. Waiting for him.

She was wearing luxurious turquoise workout tights that clung to the sculpted curves of her ass and her muscular thighs. As if the mere sight wasn’t enough to send cracks spreading along the fragile surface of Mateo’s resolve, she pressed her body against him in the narrow corridor. Kalista pushed him against the lockers and arched her back so her ass caressed his cock, back and forth. He was already visibly stiff under the material of his sweats, and the desperate throb of pleasure so tightly associated with the touch of her firm flesh made his thoughts dissolve into a warm shimmering haze.

Mateo put his arms around her, but instead of sliding them hungrily up and down her body, down between her thighs, exploring Kalista like he ached to, he was helpless to take the initiative. He could only stand still and feel his whole body stiffen, throbbing and rigid, as she rhythmically ground herself against him.

Soon his hips were flexing and his cock was pulsing in time to the beat, desperate to press deeper between the perfect globes of her ass. Kalista felt so good through the mixed textures of his sweatpants and her tights, and all Mateo could do was imagine her glorious body, gleaming with sweat, smooth and sculpted and opening to him, her perfect curves captivating him completely as she bent towards the lockers and arched her back and spread herself so he could finally, finally slide inside her…

But her spell trapped Mateo in place, humping and struggling not to let himself drool at the thought of her naked body. He swallowed hard and realized how dizzy he was. Just from this, from Kalista rubbing her ass against him? He’d never responded to anyone this powerfully before. She reduced him so easily to a horny, whimpering teenager, as though the hot bolts of pleasure that shot from his straining cock up through his spine to soften his brain into a warm, stupid haze were an entirely new experience, new and intoxicating.

Intoxicating and addictive.

Kalista was speaking to him in the low, sexy voice she used in class, her instructor voice, and it aroused and confused Mateo too much to make out the words. But he knew she was training him. When she had him like this, his imprisoned cock would take her every word and heat it until it welded seamlessly to his brain, accepted as truth.

Mateo knew he had no choice but to accept her words, believe what she said, follow her instructions. It felt so good. The helplessness, the terror of how easily Kalista had conditioned him, of how completely she had him in the palm of her hand, could not break through the cage of slick, erotic pleasure she’d built around him with nothing but the motion of her body and her words.

He’d never met anyone so powerful, nor felt so helpless. He had the strength in his muscles to dominate Kalista, but without the volition to use it Mateo could only stand there and let her body enslave him. Until she turned at last, pressing her hands to his chest. Pulling him away from the lockers so she could take his place.

“On your knees, slut,” she whispered. Her voice was throaty with arousal. Her words, an urgent command.

He obeyed.

Kalista leaned back against the row of lockers, thrust her hips forward, and peeled her tights halfway down her thighs. She grabbed Mateo by the hair and pulled him close to her cunt, pink and swollen and crowned with curly, dark hair that glistened with sweat and desire. She held his head in place, as though he could possibly look away, possibly want anything else.

Mateo knew what she wanted from him, and he longed to provide it. But he couldn’t move, couldn’t speak, and now, on his knees, couldn’t hold back the saliva gathered behind his lips. His mouth was literally watering at the sight of Kalista’s naked sex. He moaned and the first drop of drool slid down his chin.

Her hips bucked at the sight, and she pulled him between her thighs. Mateo could feel the heat coming off her body, her barely contained strength, knew she could wrap those legs around his head and smother him to death if she wanted. Even being bigger and stronger, he knew he wouldn’t be able to escape. Would have no desire to, even as consciousness faded.

But snuffing him out wasn’t what Kalista wanted. She wanted to feel his lips and tongue, his stubble against the tender skin of her sex, and he could think of nothing, do nothing but give her what she wanted. His cock straining but ignored, Mateo buried his face between her thighs and surrendered his entire being to Kalista’s pleasure.


The heavy door closed smoothly behind him. At the click of the latch, Mateo felt trapped, even though he’d shut the door himself. There was a lump in his throat. He had a gut feeling he’d leave this place a little different from how he’d entered.

A little more firmly under the control of his instructor.

Their encounter by the lockers had become a regular thing. It was what Kalista wanted and he couldn’t seem to deny her: after every class, he’d follow her to the showers. She didn’t need to hold his hand like she had the first time. She just walked confidently down the hall, her perfect ass swaying like a hypnotist’s pendulum, and Mateo followed helplessly. He plunged even deeper into mindless need for her when they reached the change room and her clothes came off. Then everything was a hot wet haze of soaked flesh and her commanding voice and his unthinking compliance.

After a few weeks of that, Kalista must have judged him well-trained enough to see her outside the gym. His ongoing loss of control should have terrified him. But Mateo felt only deep, giddy excitement at her approval.

She met him in the front hall, wearing a pair of low-heeled slippers and a shimmering floral-patterned robe cinched tight around her waist, the hem at her knees. The sight of even her half-bare legs, powerful calf muscles flexed by the arch of her heels, gave Mateo a pang of arousal. He craved the sight of her thighs, and more.

He would soon get it. Kalista held out two bottles of sparkling water, their sides dripping with condensation.

“Take these,” she said. He stepped towards her without thinking about it, and her eyes twinkled. “Eager. Take your shoes off first.”

Mateo blinked and felt his face get hot as his predicament grew clearer. She’d invited him to her home, had dressed to entice him, knew exactly how successful she was. He felt a flush of embarrassment and wished he’d worn jeans instead of his usual sweats, if only because they might better conceal his erection. Did that matter anymore? He couldn’t keep his cool around Kalista for even a minute, and she wanted it that way.

He stepped out of his shoes, leaving them where they were, and took the bottled water. Mateo tried to approach Kalista confidently for once; like a lover, an equal. But once he was close enough to inhale her scent, and she looked up at him with her dazzling eyes, his heart started racing. He couldn’t think of anything clever to say. He couldn’t think of anything to say at all.

Kalista stepped backwards slowly, heels clicking on the tile floor. Never breaking eye contact, she pulled the silk tie from around her waist and, with a sinuous motion of her shoulders, the robe slid to the floor. Mateo forgot about how flustered he felt. He forgot everything but the sight of her perfect body.

His eyes came to rest automatically on the dark triangle of hair between her thighs. He remembered the incredible, all-consuming feeling of being held there, the world outside nonexistent, his life reduced to pleasuring Kalista with his mouth. Even his powerful hands had been useless—she’d told him to keep them behind his back. She didn’t want his hands just then, so they didn’t matter. Nothing mattered but following her instructions, doing exactly what she said because it would please her so deeply. And, oh, the way her whole body quivered when he pleased her, the way she bucked her pussy against his mouth, her hands tangled in his hair as she pulled him in like she couldn’t get enough of him, the sounds she made…

The sound of her voice. Mateo realized she’d been speaking and he’d just been standing there in a daydream, staring through her bush into his memories of going down on her in the gym. He should have felt a fresh surge of embarrassment at his distraction, but her body blanked his every attempt to think.

“Get on your knees,” Kalista told him. Mateo obeyed.

“Follow,” she said, and turned to the staircase behind her. She mounted the first step, looking back to see Mateo fixate helplessly on her legs, on her round ass cocked to one side, hamstring flexed in mid-step. His cock throbbed, robbing him of what little free will he had left.

On his knees, Mateo shifted the water bottles into his left hand so his right was free. He crawled towards the stairs. Clambering up behind her was awkward, but the discomfort and humiliation were as tightly muzzled as the rest of his mind. His entire world narrowed to the sight of Kalista’s legs, her ass, her sex, swaying, moving, fascinating. His lust for her took over completely, and Mateo could no more stand up and run from the house than he could climb out the window on the upstairs landing and fly.

Kalista led him past the window into a bedroom. There were more rooms on the upper floor, but Mateo didn’t notice—he couldn’t even remember what colour the walls were. There was only Kalista.

But there wasn’t only Kalista: someone else was in the bedroom, kneeling naked on the bed, her hand between her legs. Dominique’s body glistened with sweat and trembled as she jilled off, whimpering. It was a shock for Mateo to see her there like that, and yet, somehow, not surprising. The dazed, desperate look on his friend’s face? He must look like that, himself.

As Dominique saw Kalista walk in, her eyes widened and she whimpered louder. But she didn’t stop what she was doing. Mateo understood she couldn’t stop. Dominique was following Kalista’s instructions, and that was correct. His cock throbbed in sympathy. He wished he was on the bed with her, both of them pleasuring themselves just because their instructor told them to.

Both of them linking their sexual desire even more deeply with the sight of Kalista’s perfect body. It would be so hot if she instructed them to do that.

Kalista took the water bottles from Mateo’s hand without a word—he’d forgotten he was holding them. She twisted one open and brushed the cold, wet glass against Dominique’s forehead. The younger woman shut her eyes and moaned, but kept touching herself in the same steady rhythm. Kalista brought the bottle to her own lips and took a long sip, watching a drop of saliva bead in the corner of Dominique’s slack, pretty mouth.

The instructor wiped some of the cold condensation from the side of the bottle and held it out on two fingers for Dominique to suck. The way ’Nique shuddered as she compliantly took Kalista’s fingers in her mouth, with a sound like a sob of gratitude, was perhaps the most erotic thing Mateo had ever seen.

“Stop touching, sweetie,” Kalista said, her voice surprisingly tender. “Relax.”

Dominique melted into the bed, her body limp, quivering, and glowing with arousal. She was sobbing softly, and Kalista sat on the bed next to her and stroked her damp hair.

“That’s my good girl. Collect yourself, pet, and then sit up and take a drink. You know it’s important to rehydrate.”

“Yes Mistress,” Dominique mumbled. The words sent a thrill up Mateo’s spine.

“Mistress.” He’d never heard anyone called that before, not as a sort of honorific, a symbol of submission to her will… but it felt so right.

Mateo throbbed, his arousal growing painful. He hoped Kalista would allow him to call her “Mistress”, too. It should have surprised him that Dominique had this sort of relationship with Kalista; she’d never described the instructor as anything more than a friend. Yet here, now, as obsessed with and addicted to Kalista as Mateo was, it made perfect sense. Kalista must have had friends, he supposed, though it was hard to imagine anyone being enough of an equal… but of course she had willing, adoring slaves. And it made sense that Dominique was one of them.

And Mateo realized it made sense that he—who thought he’d just hired a freelancer to teach classes at his gym—was becoming Kalista’s slave, too.

Kalista cooed to Dominique for a while, then helped her get out of bed. Mateo’s old friend was almost unrecognizable, her petite body gleaming and trembling, heavy-lidded gaze unfocused, a picture of erotic submission. Though Mateo had put away the notion of sex with Dominique long ago, the pulse of desire he felt now was almost as strong as his lust for her Mistress. Kalista watched him looking at his friend, saw the mixture of confusion and passion on his face, and smiled.

“Slut,” she told him, “strip. Then lie down on your back.”

Mateo did as he was told. And though he uttered “Yes, Kalista,” as she’d trained him, his brain whispered “Yes, Mistress.”

Soon he was lying on the floor, his rigid cock stabbing at the ceiling, Kalista standing over him, her feet on either side of his body. At the sight of her pussy, everything else in the world faded away. Kalista dropped into a perfect squat over Mateo’s face until her cunt rested on his chin.

“Please me, slut,” she said. He’d only been waiting for her command to slide his tongue between her folds. Once he got into a rhythm, she started to moan and grind against his face, and this evidence of her pleasure erased what remained of his mind. When Kalista told Dominique to mount Mateo’s straining cock, he hardly even noticed until the sensation of being enveloped doubled his arousal.

“Don’t cum, slut, ohhh… don’t you dare cum,” Kalista moaned as she fucked Mateo’s face. She hardly had to tell him—her voice in his head was already reminding him to hold back each time Dominique’s bucking hips caused her pussy to pump him.

Kalista rubbed her divine cunt against his mouth again and again, even after she shivered through her first orgasm. She held Mateo’s head tightly in both hands. All he could feel was her body, and her slavegirl’s body, riding him. All he could hear was Kalista’s voice instructing him.

“Don’t cum, my little slut. Don’t ever cum. Your only purpose is to please us.”

When he finally had breath enough to gasp, Mateo said, “Yes, Mistress.”

Hearing himself say the words, hearing himself seal his complete submission to Kalista, Mateo’s cock twitched even harder inside Dominique’s beautiful body. She moaned in helpless, mindless bliss, but Mateo didn’t cum.

Of course he didn’t. It felt so much better to follow instructions.


Mateo was standing in his office. No: her office. It was funny how he sometimes still thought of the room as his, but since he’d sold the gym to Mistress, the office, like everything and everyone else in the building, was hers.

It all belonged to her. That felt right. Mateo’s cock throbbed. He remained standing still at one side of her desk, though, hands at his sides. Because those had been her instructions.

His mind wandered occasionally from the overwhelming mental image of Mistress’s hips and ass rocking back and forth, swaying in the perfect rhythm she trained him with every day. It was so good of her to train him. Mateo was so lucky. He belonged to such a sexy, perfect Mistress, and it was so good of her to run the gym for him, so he could…

So I can… Mateo’s brow furrowed for a moment. Then his face became placid and blank again.

So he could stand at attention. Just follow her instructions. Yes, that felt so right. His cock throbbed. The desire to touch himself was dim underneath the pleasure of obeying Mistress.

Come to think of it, Mateo didn’t really remember selling the gym to Mistress. You’d think such a momentous occasion, selling the business he’d built with his literal sweat for ten years, you’d think he would…

But the details weren’t important. She took care of the details.

That felt right. Mateo’s cock throbbed.

Instead of growing restless at his arousal, his body relaxed. He became more completely still. His body was strong enough to hold itself at attention all day. His cock was strong enough to stay hard and throbbing, without release, for as long as his Mistress wanted.

Whatever she wanted. That felt right. His cock throbbed.

Mateo did remember Mistress reassuring him she would work out all the details of the sale of his business. All the details of how he would give ownership to her. He didn’t have to worry about a single thing. All he had to do was follow her instructions.

He remembered being on his knees before her divine body as she explained this to him. As always, he was so entranced by her every perfect curve and muscle that it was hard to follow the thread of what she was saying, but that was ok. All Mateo had to do was listen and gaze longingly at her, pumping his cock—unable to cum, unable to stop, her voice whispered those words deep inside his head whenever he got even slightly hard—all Mateo had to do was stop thinking and just follow her instructions.

Oh, yes. Fuck. That felt so right. His cock throbbed. His cock was following her instructions perfectly. The rest of Mateo’s body remained still, and that was following her instructions, too. He was so grateful to Mistress for training him so thoroughly.

Mateo’s mind had emptied again of everything but her swinging hips, her flexing ass, and his eternal gratitude, when Kalista strode into the office. She had just worked out and showered and her skin was flushed and radiant. The heat of her hard-working body carried her clean scent to her slave. She threw herself into the chair behind her desk, not even sparing him a glance, and sighed in relief.

He would have sighed, too, in pleasure at her presence, if she permitted him to make a sound.

“Ah, fuck,” Kalista swore, checking her watch, “they’ll be here any minute.”

She unlocked Mateo’s—no, her laptop to review some notes, and snapped her fingers in his direction, not bothering to look up. At the sound of her perfect fingers clicking together, Mateo remembered he’d been holding the post-workout shake he’d made for Mistress this whole time. He’d forgotten all about it. He handed it to her. Mateo’s slow, simple thoughts ground to a halt entirely as his Mistress looked up at him for just the moment it took to grin and wave him back into position.

As he stepped back against the wall next to the desk, his presence in her office no more important than the coatrack by the door, his cock throbbed. Following her instructions was so fulfilling.

There was a knock on the door. A tall blonde woman in a black tracksuit entered, her movements as confident and powerful as Kalista’s were. Mateo recognized her as the VP of Marketing for Power Athletics, and he was dimly aware she was here to discuss a big business deal with Mistress, but he couldn’t remember if Mistress had told him that or if he’d just overheard her on the phone.

With a throb, the memory faded. Mateo knew it wasn’t important to remember anything he heard in his Mistress’s office. The meeting didn’t concern him and as soon as it was over, he’d forget all about it. He didn’t need to remember, because Mistress handled all the details for him. And that was so good of her. It felt so right. His cock throbbed.

He’d drifted into sexual fantasies about Mistress again and missed the start of their conversation. The visitor was now seated across from Kalista, one leg crossed ankle over knee and her arm draped over the back of her chair; she didn’t seem at all like a supplicant, even though Mistress was so completely in control behind her desk here in the gym she owned.

“…seems like the new arrangement suits everyone involved,” the blonde woman was saying, and her piercing blue gaze skewered Mateo for a moment. His cock throbbed, and he forgot to realize he was being referred to.

Kalista took a long sip of her shake before she answered. “Mmhm, I’ve got everything running just the way I want it. We’ve already got our plans for the next year, and we’re predicting big year-over-year growth in membership. We’ll be more than ready to open our second location under your branding by Q4, and I want to open two more gyms in the year after that. You’re getting in on the ground floor.”

The visitor looked over some papers Kalista handed her and nodded, satisfied. “When our mutual friend at the Institute said you could deliver, I figured he meant it. You didn’t disappoint.”

“This place already has the rep,” she continued, “and Power Athletics has the money and reach to go nationwide. All we needed was the entry point.”

The blonde’s intense gaze rested on Mateo again. “And how does he feel about all this? Having his business subsumed into an outpost of ours?”

Mateo’s cock twitched in anticipation. Mistress had prepared him to answer a question like this, and he was as ready to be called upon as he’d ever been in school.

“The elephant in the room?” Kalista laughed. “I figured you wouldn’t be able to leave that alone. Well, Mateo? How do you like this deal?”

“I am happy everyone is getting what they want, Kalista,” Mateo said, just as she’d instructed him. He was proud of himself for not even stumbling a little over his words when he called her “Kalista” instead of “Mistress”.

She turned and favoured him with her smile. “I’m so glad to hear that, Mateo,” she said. Her approval made his whole body shudder with pleasure. For a moment, he forgot the other woman was even in the room.

But the VP of Marketing spoke once more. “And you don’t mind surrendering ownership, Mateo, and just being a personal trainer?”

He turned back to her and met her cold blue eyes. Mistress had prepared him for this, too, and it was the easiest thing in the world to open his mouth and let her words emerge.

“No, it’s so much easier this way. I don’t need all the stress of running the gym. You and Kalista can do that—I can finally get back to helping people with their fitness. You know, doing what I love.”

The blonde woman smiled sardonically and returned her attention to Kalista. Mateo, having followed his instructions, felt his mind going blank, and he straightened up a little as he stared into space. It was so pleasant to let the women’s conversation wash right over him.

When next he was fully aware, the woman from Power Athletics was gone. Kalista had turned her chair towards him. He was standing closer to her now, though he had no memory of moving, close enough she could tease his cock through his shorts. The touching was purely for her amusement—he was already as stiff and aroused as he could imagine. He probably would have cum during the earlier conversation, after he’d followed her instructions so well. But Mistress had trained the urge to orgasm out of him almost completely, and he was so grateful. It was much better to be hard and ready for her all the time.

The look in Kalista’s eyes told Mateo she was glad he was ready. She was in the mood to use him for her pleasure.

Kalista stood and ran her hands possessively over his muscular arms and chest, powerful yet passive under her control. She tugged his shorts down. His cock was dark and visibly throbbing, and Kalista’s nostrils flared as she licked her lips. She stepped out of her tights and underwear and leaned over the desk. She had to wiggle her ass only slightly to make Mateo step forward, zombielike, and grasp her hips, his desperate, denied cock seeking entrance.

He knew no other purpose than her pleasure.

Kalista pressed herself against the desk and shut her eyes, hiking up her hips to let him in more easily. She sighed in bliss as her slave filled her pussy.

“Ohhh, that’s my good little slut. How am I supposed to have you standing there stiff as a statue all day without wanting your cock to please me?”

It was a rhetorical question, which was good because Mateo couldn’t think of the answer. He couldn’t think at all, lost in the ecstasy of serving his purpose, thrusting his cock into Mistress’s perfect body, never stopping, never cumming, for as long as she wanted.

“After this, we’ll go home and I’ll tell ’Nique the good news. Or maybe you will. Tell her about—mmmm!—how we’re rebranding your former property.

“And you can… you can make us dinner, slut. Ohhh!”

Mateo nodded dumbly, seeing only the perfect shape of her back, the curves of her ass as he thrust his hips against them again and again. He didn’t really need to understand Mistress’s words. She was mostly speaking just to turn herself on. Mateo knew he’d follow whatever instructions she gave him. That was all he needed.

“If you please us really well tonight, slut,” Kalista said, gasping as her pussy clenched around her slave’s cock, “maybe I’ll instruct you to remember how to cum.”

Mateo was too far gone to understand, but a deep, grateful part of him pulsed in anticipation.

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