Shanna was a colleague and friend of mine, a nice girl, short and a bit on the busty side.  She was also noticeably sensitive about her weight.  Truth be told, she wasn't terribly overweight -- I thought she was an attractive handful and had entertained thoughts of asking her out, but I didn't want to put a strain on our work relationship.  I occasionally threw her a mildly flirtatious line, and she'd blush, and that would be the end of it.

 

     Then Clara came into our circle, and things became very different.

 

     Clara was one of those tall athletic women who exude confidence from every pore.  A brunette with striking green eyes, she proved to have an incisive mind and became the go-to person in our workgroup for difficult projects.  It wasn't long until she became the team leader by force of her own abilities.  I found her intimidating as hell, and Shanna also seemed put off by her.  Clara took a shine to me, however.  After a few days I decided reluctantly it wasn't from any sexual attraction but from her recognition of the quality of my work.  Within a couple of weeks, our group was once again working as a smooth unit.

 

     About a month and a half later, Clara ran into me at my favorite little restaurant during our lunch break.  "Ron, I've got a little proposition for you," she began.  I lifted my eyebrows out of polite interest.  "I know you're good friends with Shanna, and I know that she's a little sensitive about her weight.  I think I can help her, but I know she's never really warmed to me.  I figured, since you seem to be her friend..."  She left the sentence unfinished, the blanks being pretty obvious.  I turned it over in my mind, but couldn't figure out what the angle was.  "Okay, Clara, I'll bite.  What's your interest in Shanna?"

 

     Clara gave me a look that said I was smarter than that.  "Let's just say that I like my team to work well together in all facets, and I'll be happier when I have Shanna fitting in properly.  Besides, I understand you've got some useful talents for this project when it comes to persuasion."

 

     Way back at one of the monthly happy hours I had let slip that I'd spent some time studying hypnosis.  Clara must have been there, and must have been more sober than the rest of us, because the plan she put in front of me at the restaurant sounded completely workable.  She would provide me with some specialized women's exercise gear, and I would combine that with my talents to convince Shanna to try it and also improve her own self-image.  I must have looked unconvinced, though, because Clara pouted at me -- a sensual look I'd never seen her use in the office -- and suggested that we could discuss it over dinner if I had doubts or reservations.  The look she was giving me hit me right in the unprotected groin, and I found myself saying yes before I knew my mouth was open.

 

     That afternoon, after Shanna made one of her occasional self-deprecating comments, I made an oblique reference to some new developments I'd read about in fitness programs based on self-image boosting.  She looked interested, and I left it at that.

 

     I met Clara at eight at the door of her upscale apartment.  She was dressed in a slinky number you'd never see at our office and had just the faintest breath of a fruity perfume on.  I drove us to the restaurant she had selected, an intimate Thai place with dark booths and spicy food.  Several courses later, we were old friends and I took her back to her place for coffee.  When we got inside, she pinned me back against her door and gave me a come-hither kiss that brooked no argument.  I slid one hand down her back, cupping her nicely responsive ass in acceptance, and we made it by fits and starts to her bed shedding clothes all the way.  Her hands were cool and devilish around my cock, her nipples were sweet and very responsive, and by midnight I was lying limp (in more than one sense) on the bed while she went to the bathroom, coming back with a washcloth to clean me up.  Before I left, she gave me an oddly weighted exercise belt, some assorted attachments and controls, nutritional supplements, and instructions on their use.

 

     *** *** ***

 

     The following week, after a few more veiled hints from my side, Shanna approached me and asked about the fitness program I'd mentioned.  I told her that I had an evaluation set at my place that might work for her.  We discussed it and agreed that I should bring it to her house to show her how to use it, setting a time over the weekend.

 

     When I got to Shanna's house, she greeted me in her workout clothes -- a unitard of a teal color that set off her ash-blonde hair nicely and also showed off her legs to good advantage.  I had all my things in a large gym bag, and she led me to her workout room, a high-ceilinged affair.  That surprised me, but not after I saw the trampoline.  Shanna had good equipment, although some of it looked barely used.  I opened the bag and pulled out several things -- the exercise belt, a bottle of liquid, a tape player, a couple of tapes, and Clara's gear.

 

     "The belt works on a magnetic effect," I told her.  "You'll get used to the way the weight shifts after a half hour or so.  The bottle's a combination of electrolytes and boosters; I'll hang around to make sure you're not one of the people who are sensitive to it."  I adjusted the fit of the belt around her hips, and poured her first glass from the bottle.  She sniffed it and commented, "smells like lemonade".

 

     She started her warmup with knee bends and jogging in place.  I was surprised watching her to find that she was mainly large-boned; there didn't really seem to be a lot of fat on her.  I did enjoy the way her breasts bounced despite the best efforts of her sports bra, and I wished I'd worn business slacks instead of loose workout shorts.  I turned on the tape player, then apologized to her for the quality; there was a barely audible garbled hiss that couldn't quite be adjusted away.  It took her a bit of time to adjust to the belt; the weights in back were settling in at the base of her spine, and the front had a tendency to bounce a bit below her navel.  Every time I saw her getting sweaty, I offered her the bottle to drink from.

 

     After twenty minutes I called to her to take a break, but she didn't seem to hear me.  I turned the tape off and she reacted as if someone had prodded her with a hot poker.  She turned on me, a wild look in her eyes, and protested, "Why did you do that?"  She was huffing and puffing, and her areolae showed dark through the sweaty unitard.  I pointed out that she needed to rest for a bit, and handed her the bottle.  She took a long drink, and then just stood there with a glazed look on her face.

 

     "Shanna?"  I called her name twice before her eyes came into focus.  "I think you should use the exercise bike next," I suggested.  "Okay," she said in a vague sort of manner, and headed over to climb onto the bike.  I watched as she got up to a comfortable twenty miles an hour, then turned the knob on Clara's control box to its lowest setting.  I heard Shanna let out a loud hiss, and her legs started pumping double time on the pedals while she began rocking forward and back on the bicycle seat.  I remembered about this time to turn the tape player back on.

 

     When I turned back, I was totally unprepared for the sight that greeted me.  Shanna, knuckles white on the handgrips, was pushing fifty miles an hour on the bike readouts, hunching on the bike seat with a maniacal intensity, grunting on each forward thrust, breasts bouncing and testing the strength of her outfit.  I let her go like that for ten more minutes, by the end of which she had tears of frustration dripping down her cheeks.  I signaled her to stop, and surreptitiously turned the belt control down and off as she slowed down.  When I brought her the bottle, she drained it in one long swallow and dropped it to the carpet, sliding off the bike and staggering against me.

 

     I found myself supporting a busty, sweaty woman who was quivering in every muscle.  She made a mewing noise in her throat, shook herself, and shot one hand down inside my pants to slither against my cock and firmly grip my balls.  "Shanna..." I started, but she cut me off quickly.  "Don't say anything, Ron, I saw you watching me and I need your cock.  Right now."  She was unzipping my pants even as she said this, and pulled them down along with my briefs to let my cock pop loose.  Her eyes took on that glazed look again as she reached down and unsnapped the crotch of her outfit, kneeling away from me and lifting her hips in the air.  "Now, dammit!"

 

     Who was I to argue?  I grabbed her hips with one hand and my cock with the other, and found her opening already sopping wet.  There was almost no resistance as I sank in balls deep, and she shoved her ass back at me in the same rhythm.  There was nothing planned about this; it was primal, demanding, primitive.  I was just starting to reach my edge when she screamed, dug her fingers into the carpet, and came like crazy nearly knocking me backward.  I leaned forward into her and managed to stay inside her as I had my own explosion, then held on until she finally quit pulsing and shaking, by which time my legs needed a rest as well.

 

     I slid out of her, cum dribbling down the back of her legs, and sat down on the floor catching my breath.  Shanna rolled onto her side and stayed there quietly for several minutes, then pulled herself to her feet.  "Ron, I'm sorry... I don't know what came over me.  I've got to take a shower, then you can, um," she blushed a lovely deep pink both above and below her disheveled garment, "take one too."

 

     I straightened up the workout area while she showered, putting the belt, gear and tape player back in the bag.  While I was bent over getting things in their place, something made me turn around and I saw Shanna in the doorway, watching me with an enigmatic look on her face.  "The shower's free, Ron, and I'll be in the kitchen when you're ready to go."  I picked up my shorts and hiked off to get myself cleaned up.

 

     When I left the house, Shanna gave me a very hot kiss, then backed away almost shyly.  I left with sore balls and seriously mixed feelings.

 

     *** *** ***

 

     Over the next couple of weeks Shanna's self-confidence seemed to pick up, and it slowly became obvious that she had slimmed down a bit.  Shanna and I went out a couple of times --  once to the movies, once dancing.  Both were fun and neither led to any other activities.  She was friendlier and kind of flirty, but nothing more.  Once a week I'd trade out her old workout tape for the next one.  She told me she'd tried putting the tapes through her stereo system and got the same kind of faint background warble, so the problem must have been in the tapes themselves.  Meanwhile, I was also seeing Clara outside of our work relationship, always at her place.  She had convinced me that I could lose a few pounds, so I was doing some aerobics with her workout tapes -- not using the special belt, of course -- then Clara would usually join me in her big shower and we'd take things from there before needing to use the shower for its proper purpose.

 

     About a month after Shanna started her exercise regimen, Clara came into my office and said it was time for her to check personally on Shanna's progress.  I pointed out that Shanna was obviously doing pretty well, and that she still seemed to be intimidated by Clara, but Clara just looked at me with a peculiarly piercing stare, and repeated herself. "It's exercise time, Ron."  I shook my head to clear a bit of dizziness, and when Clara reminded me that she needed to check on Shanna's regimen I agreed to arrange it.

 

     Shanna was more amenable to the idea of having Clara see her exercise than I'd expected, especially once I explained that some of the specialized gear had actually come from Clara.  She still seemed nervous, more so when I told her that we'd need to meet at Clara's house instead of Shanna's, but after all Clara was our boss.

 

     We met at Clara's and had a glass of wine to make the occasion seem less formal.  Shanna took her things into Clara's bedroom to change into her workout clothes; I was already wearing my usual light shorts and t-shirt.  When Shanna came out, even Clara gave an admiring whistle.  Shanna blushed hotly, but did a little pirouette for us anyway, making her full breasts jiggle.  She was already wearing the special exercise belt, which seemed to be riding a bit lower on her hips than when she first started the program.

 

     Clara took us into her exercise room.  It was well equipped -- bike, gymnastics pads, ballet barre on one of the mirrored walls, vaulting horse, and weight bench. I busied myself setting up the tape player and Clara gave Shanna a glass to drink.  Shanna started on the bike (which I knew from personal observation was her favorite routine) and quickly raised a light sweat from her exertions.  I found myself watching the pumping of her legs, which had its own relaxing rhythm.  Next thing I knew, Clara was helping Shanna down from the bike, giving her another glass to drink, and walking her over to the ballet barre.  She helped Shanna lift her leg to hook her foot over the barre.

 

     Clara helped Shanna stretch her leg, tracing the line of muscles from the upper back of the thigh down past the calf to the foot.  With each long motion Shanna's leg stretched out a little further.  Shanna's eyes were half lidded, and her breathing was rapid and shallow.  From my viewpoint, her nipples looked to be straining mightily against the top of her outfit.  It occurred to me that I couldn't actually see where Clara's hand was.  About this time Shanna moaned, almost as if in pain, and Clara helped get her leg down and assisted her in sliding to the floor.  I got up to go see what I could do to help, but Clara waved me off.  "We all know you're an eager beaver, Ron, but I think Shanna would like to keep this just between us girls right now... so..."  She came across the room and reached around me, pressing her own ample chest into my face.  I felt her wrapping something around my wrists, and when she stood back I leaned comfortably against the wall without finding any particular reason to complain.

 

     Clara poured another glass and called to Shanna, "Come, drink this."  Shanna looked like she was struggling with the idea, then managed to bring herself up to her knees and crawl across the floor to take the proffered glass.  Hot and thirsty after her strenuous workout, she took a fast initial gulp from the glass.  She turned aside and made a face, though, as this time the drink was much more bitter.  Clara took her by the scruff of the neck, and held Shanna in one place as she poured the liquid into her mouth.  A good deal spilled onto Shanna's top, making the thin material practically transparent and revealing, but the rest made it down her throat.

 

     Shanna slumped to the floor, wiping her mouth, as Clara turned away from her and walked hungrily toward me.  She pulled off her exercise top as she walked across the room, freeing the full globes of her pink-tipped breasts.  She sat down on my lap and leaned forward, batting the sides of those lovely breasts against my face.  I opened my mouth to capture one of the inviting nipples, but she pulled herself back semi-playfully.  Finally she thrust one nipple into my mouth, and I suckled on it like a drowning man to water.  As I sucked, she rocked forward and back on my lap, capturing my cock between her legs and my workout shorts until the head was poking out one leg.  Clara jumped up, laughing, and traced a line down the underside of my cock with her strong nails, then went back to Shanna leaving me with my legs spread in a state of frustration.

 

     This time, as Clara tweaked one of Shanna's nipples to get her attention, Shanna opened her mouth to drink without complaint.  The taste was different this time, and the young girl eagerly finished the entire glass.  Clara helped her up, and Shanna leaned against the older woman for support.  Clara adjusted the exercise belt, attaching a thin wire from the front piece between Shanna's legs to the back piece.  That done, she and Shanna went over to the rowing machine.  Clara helped Shanna get started, and Shanna was soon pumping like a racing sculler, the muscles across her back rippling visibly through her unitard.  Between the usual exercise high and the effects of the cocktail Clara gave her, Shanna was getting very hot -- in all senses.  Her breasts were swollen and her nipples poked needily against their constraining fabric.  My mouth watered, wishing I could taste them right now.

 

     Clara, ever helpful, sat down behind Shanna and reached around to gently massage both breasts.  Her palms knowingly encircled the sensitive nipples, and her breath was warm in Shanna's ear whispering soft liquid suggestions, images and thoughts that Shanna didn't even recognize hearing.  Not then...  Shanna didn't make a single objection as Clara pulled the top of her exercise outfit down, freeing her breasts.  Indeed, the young woman relished the feeling of cool air on her sweaty chest.  Clara's knowing fingers played over the responsive flesh, making the nipples stand out prominently pink and puffy against paler brown areolae.  Clara hefted each breast in turn as Shanna worked the rowing oars, whimpering but not objecting.  "Thirsty?" The inquiry brought a nod of assent from the panting girl, and Clara fetched her another bottle, then stroked her back as she slowed down and stopped her rowing.

 

     When the next drink was downed, Clara assisted Shanna up and over to the weight bench, guiding her to lie down on it.  Shanna's breasts slid to lie on either side of her chest.  Clara shucked off the rest of her outfit, exposing her bare vagina with dark red flared lips glistening.  She straddled Shanna's face, her ass winking at me, and used the weight bench arms to support herself.  "Lick me well, my little pussy cat, and drink your reward!"  Clara lowered herself down, and I watched my co-worker's hair dangle and brush from side to side with the energetic movements of her head.

 

     After a bit, Clara's body shuddered and she ground herself hard onto Shanna's face.  I could hear muffled mewing sounds coming from Shanna, and the eroticism of this sight was really getting to me.  I started rocking from side to side, trying to at least get some stimulation from rubbing against the inside of my shorts.

 

     Clara got up leaving Shanna sprawled supine on the bench, her face damp and glistening.  She went across the room and came back with another glass and a slightly curved vibrator.  Supporting Shanna's back, she worked the girl up to a sitting position and poured the drink into her, some of it splashing stickily across her outthrust breasts.  Dazed, Shanna followed Clara's lead and sat down against the wall with her legs spread wide.  Taking advantage of the opening, Clara flicked the vibrator to a low setting and drew it down between Shanna's swollen labia.  "Oohhhhh..." came from Shanna's throat as the older woman maneuvered the device knowingly up and down until even in her half-drugged state Shanna was opening her legs wider from need.

 

     At that point the older woman teasingly pulled the device back, bringing a moan of loss from Shanna.  Between the vibrator, the exercise belt and the effects of the drinks, Shanna was quivering with unreleased desire, her total focus on the wonderful feelings going through her body.  Clara smiled and came back over to me, nudging my tumescent cock with her foot and bringing it to life.  She leaned over me, her breasts brushing against my chest hair, and whispered in my ear, "You want a piece of that, don't you?  Well, I'll give you a little treat, but you'll remember this -- she's my playtoy, and I decide when she gets to play!"

 

     She held her hand under my chin and I followed her up and over to the wall where Shanna was sitting, her legs still splayed with need.  Clara rolled her over and urged her into a kneeling position, her ass sticking into the air, nipples rubbing against the carpet of the floor.  I heard Clara's voice, as if from a distance, "Kiss her, Ron, right where she's winking at you."  I found myself also on hands and knees, and leaned forward to bury my face between the soft resilient cheeks of Shanna's bottom, my tongue flicking out to swipe lewdly across her flared rosebud.  I felt as much as heard her response, since she pressed herself back against my face and wiggled against my tongue.  Clara was saying something, but my ears couldn't quite make it out.  Something else was odd.  Every time I stuck my tongue out, I felt an answering caress moving up my ass and out my cock, making it throb in sync.  I lapped away, enjoying the sensation, not even minding as I realized that Clara must have been fucking me from behind.

 

     "Use your fingers, Ron," I heard suddenly, and moved my hand around to find Shanna's wide-open pussy.  I traced her slippery folds as she moved against my face with more and more energy.  Finally, Clara spoke again.  "Shanna, you may come on the count of three.  One... Two... Three!"  The last vowel was barely out of her mouth before Shanna was cumming, thrusting back against me, keening like a lost soul, one hand swiping mine out of the way as she found her own most sensitive spots and flogged them unmercifully.

 

     Clara pulled me roughly away from Shanna then, rolling me onto my back.  My cock was throbbing with need, and there was an unfamiliar full sensation in my own ass, but I couldn't do anything other than watch as Clara turned a knob on the device in her hand and elicited another loud groan from Shanna.  Clara tapped the girl on the shoulder and Shanna lifted her head to find another glass of liquid awaiting her.  Shanna took the drink thirstily, and looked down with eyes suddenly hungry and feral at me.  "Yes, that does look good to you, doesn't it?" Clara said to her.  Shanna's belt was visibly vibrating, and Clara seemed to be doing something with her hand behind Shanna's back.  "Lick it," Clara suggested, and Shanna hesitated barely a moment before sinking back down to her knees and approaching me, her mouth parted.  My own musk was heady in my coworker's nostrils as she took me, enfolding my cock and massaging it with her tongue.  I wanted to cum, but I couldn't find the trigger.  "You like that, my little one?  You'll like mine a lot better," I heard.

 

     Clara appeared behind Shanna, a large strap-on waving in front of her.  I could see it, but Shanna couldn't.  It was thick, dark, and mean-looking.  There were real-looking balls hanging beneath it.  If Shanna hadn't been trying to deep-throat me, I would have shriveled in embarrassment at the comparison.  I could tell when Clara teased Shanna between the legs with it; her mouth went a little bit crazy on my cock.   "Look, Shanna..."  Shanna lifted her head from my crotch, leaving my cock dripping with her saliva and eliciting a loud groan of frustration from me, and looked up at the strap-on.  "Are you thirsty, dear?"  The belt around Shanna's waist hummed a bit stronger.  Shanna replied, her eyes focused on Clara's artificial cock, "Yes...very thirsty...please please give me more to drink!"

 

     "Open your lips," and Shanna did as Clara fed her the thick phallus, already slick from Shanna's own juices.  "You like the taste, don't you dear?"  Shanna pleaded in response, her words muffled around the shaft, "yes...it's wonderful.  May I have more...lots more!"  Clara moved her hips in and out, stepping back to make Shanna follow until her breasts were dangling down along either side of my cock, her nipples brushing through my pubic hair.  Shanna worked her mouth hard, her swollen nipples batting against my throbbing cock.  I couldn't help begging, "Please, Clara, please..." She told me to go ahead, and I gratefully grabbed Shanna's breasts and clasped them around my cock.  Between her sweat and my pre-cum, it was almost as slick and warm as being inside her.

 

     Clara was panting audibly, sawing the phallus between Shanna's lips, and said "Be a good girl, Shanna, don't spill any!"  Shanna mumbled something that might have been "Any what?" before Clara reached down and squeezed the balls dangling from her strap-on.  Thick musky liquid came out into Shanna's mouth, and obediently she swallowed and then swallowed again, so much was coming.  It tasted something like the contents of her last bottle, albeit thicker.  The way Shanna was moving around above me gave the last bit of stimulation my cock could take, and I came myself, my cum shooting up between her breasts and dripping down over my hands, cock and balls.

 

     Clara squeezed a second time, then again.  "MMMffff, mffff..."  Shanna's words were incoherent as Clara kept the phallus moving and Shanna tried desperately to suck it clean, finally reduced to licking every inch of it, even to the real-looking and now slack balls dangling between Clara's legs.  Clara spoke in my direction, "Hands down, Ron!"  My arms fell to my sides, and I watched as Shanna kneeled above me with her eyes still focused on Clara's strap-on.  "Stand up, Shanna!" Clara ordered.  Shanna got clumsily to her feet, straddling me, her engorged pussy lips drawing my eyes upward.  Clara reached out and plucked at the younger girl's nipples until they were standing out firm and needful, then turned away only to come back with two small jeweled nipple clamps.  With great delicacy she tugged on each nipple in turn, pulling it out and fastening the little device to it.  Shanna's eyes glazed over and she swayed unsteadily at the sensation, until Clara had to grab her arm to give her balance.  "You look so delicious," Clara murmured throatily, "I think I'm going to call you my little Cupcake.  Can you say that?  Say Cupcake."

 

     Shanna said, softly, "... cupcake ...".

 

     "Good girl," Clara smiled, and bent down to lick Shanna's breasts, running the flat of her tongue up and over each swollen nipple.  Shanna staggered again, but Clara had her firmly in her grasp.  "That's right, you like that name.  That's your special name, just for you and me.  Whenever you hear me call you Cupcake, you'll remember this feeling..." Clara twisted a knob and the belt came fully alive, vibrating both front and rear until Shanna felt as if a massive vibrator was impaled through her middle.  Clara flipped the knob the other direction, and continued as if nothing had happened, "and you'll be ready to see me, in fact you'll be anxious to see me because you know that only I can give you the feelings that you need.  What's your special name?"

 

     "Cupcake," Shanna moaned.  Clara twisted the knob.  "I didn't hear you -- what is your name?"

 

     "Cupcake!" Shanna panted, her hands moving unconsciously to her nipples and twisting them, adding further fuel to the fire burning inside her.

 

     "Then come, cupcake, come for your sweet Clara!"  With that Clara turned the belt completely off, but Shanna was too far gone to notice.  She fell to her knees, then rolled onto her back and lay splay-legged on the floor, her head between my feet, one hand on her breasts and the other between her legs, grunting and heaving her hips, intense animal noises coming from her throat.

 

     Clara looked at the out-of-control girl on the floor, and an evil smile crossed her face.  She squatted down by my head and whispered something I couldn't quite recognize into my ear, then moved to Shanna and did the same thing.  Then she removed the clamps from Shanna's nipples, walked over to the wall to flip an unobtrusive switch, and left the room.

 

     A little bit later, as Shanna's whimpering and frenzied finger-lashing slowed down, I managed to find the energy to pull myself up and crawl over to Shanna's outstretched legs.  She lifted her hand out of my way, and grabbed my hair as I kissed and licked her to another wrenching orgasm, then gave her a tongue bath to clean her up -- sweat, cum and all -- from her breasts to her feet.

 

     I got up quietly, absently removing a couple of stray hairs from my tongue, shook my head to clear it and looked around for my clothes.  Behind me, Shanna was doing the same.  There was no sign of Clara as we both silently got dressed and let ourselves out of her house, bound for our respective homes and dreams.

 

     As the front door of Clara's house closed, a tiny light in the exercise room went out and a soft "click" could be heard.

 

     *** *** ***

 

     The next day at the office, I noticed that Shanna was wearing a tighter blouse than usual; it was a light shade of peach, and practically translucent -- I could almost make out the darkened shapes of her nipples through it.  The previous night's events had faded from my mind; I must have used Clara's equipment more than I intended because my body felt so sore.   Shanna wouldn't meet my eyes for some reason.

 

     Clara called Shanna into her office, and closed the door behind them.  I went about the usual paperwork and handled an assortment of customer calls.  After fifteen or twenty minutes, Clara buzzed me on the intercom to bring them some coffee.  I got two mugs, grumbling about it not being in my job description.  When I took the drinks into Clara's office, Clara was at her desk and Shanna was sitting on the floor by the filing cabinet rummaging through the lowest drawer.  I handed each their drinks, Shanna reaching up for hers without getting up from the floor.  She looks harried; her face was flushed and she was rocking back and forth, worrying her lower lip.  I got a good look down the front of her blouse; her nipples seemed to be standing out even more then when she came into the office.

 

     As I headed to the door, Clara called towards me.  "Oh Ron," she said, catching my eyes firmly when I turned to face her, "you'll make sure we're undisturbed, and then come in without knocking in exactly fifteen minutes, right?"  I stared at her blankly, then mumbles, "undisturbed... fifteen minutes... right," before shaking the fuzziness out of my head and closing the door behind me.

 

     Behind the closed door, Clara purred.  "Better put that cup down before you spill it, Cupcake, then you can come over here."  Shanna set the cup down on the floor, then got up on shaky legs to walk gingerly back to Clara's desk.  She stood by the desk as Clara ran her hand around the curves of the young girl's ass through her skirt.  "We don't need this any more," she commented, and lowered the zipper to let Shanna's skirt drop to the floor.  Then her hand slid up along the inside of Shanna's legs, coming to rest on the exposed end of the plug filling the girl's bottom.  There were no panties to block her access; they had long since been stored in one of Clara's desk drawers.  Clara wiggled the plug, and Shanna moaned softly.  "Did my little Cupcake enjoy that?  Did she like fucking her little bottom while her friend was handing her coffee?  Would she like more of that?"  All during the questioning, Clara's fingers moved the plug around, in and out in tiny motions keeping Shanna in a state of distraction.

 

     Shanna finally gasped, "Ohhh, yes Miss Clara, your Cupcake did enjoy it!"

 

     Clara moved the plug in and out with a bit more force now, slower, deliberately.  "You didn't finish answering the question, Cupcake.  Do you want more of that?"

 

     Shanna grabbed the edge of Clara's desk, bending slightly and pushing her bottom back toward her teasing boss.  "Oh yes please, Miss Clara, I'm so hot, please fuck my bottom!"  A look of single-minded delight comes across Clara's face, as she continued to move the plug in and out.  "But not with Stubby here, no, Cupcake?  You really want your Miss Clara's cock inside you, don't you?"

 

     Shanna, writhing close to a delicious orgasm, didn't really care.  But she heard the soothing voice of Miss Clara say so, and Shanna knew now that Miss Clara knows best.  She stuttered, "Yes Miss Clara, please fuck me with your cock!"  Clara grinned and said, "Just the answer I like to hear from my little Cupcake.  Don't touch yourself just yet, dear."  At that Clara jerked the plug out of Shanna's bottom in one quick motion.  Shanna groaned and bent over double, her chest and face landing on Clara's desk papers as her bottom writhed in loss.  She split her legs wider without even thinking about it, and her toes curled painfully inside her shoes.

 

     Clara meanwhile rose from her seat, removed her wraparound skirt, and pulled the strap-on out of her bag.  She slid into it, making sure the raised bump settled over her clit, and squeezed the contents of a small tube onto the shaft, spreading the slickness around with one hand.  Preparations finished, Clara moved around to the side of her desk, fascinated with the way the globes of Shanna's ass jiggled, delighting in the way the girl whimpered, "Please, Miss Clara, oh please fuck me..."  With one hand on the phallus and the other on Shanna's right hip, Clara stepped up and pressed the cock into Shanna's ass, not stopping until her belly was next to the girl's backside and the fake balls were nudging against Shanna's vagina.  "Ohhhhhhh..." Shanna moaned almost loud enough to be heard through the solid office door.  Clara pulled herself backward, surprised at how tightly Shanna's ass gripped the cock, then thrust her hips forward again.  The penetration was easier now, and Clara was soon humping rhythmically against Shanna, the stimulator rubbing her own clit deliciously as she worked up to her own orgasm.

 

     "Okay, Cupcake, rub yourself for Clara, tell me all about it."  Shanna cried out in relief as her fingers stroked between her legs and her body erupted in spasms of joy.  As I came through the door, Shanna yelled "Oh Miss Clara, i love your cock, oh i'm coming, i love you Miss Clara!"  I gaped open-mouthed at the scene, the door closing unattended behind me.  Clara caught my eye in triumph as she had her own orgasm, slamming the artificial cock again and again into the crying writhing girl on the desk.

 

     I leaned back against the door, my sudden erection noticeably tenting out the front of my slacks.  Clara reached out to grab Shanna by the back of her hair and pulled her up to a standing position with Clara's cock still buried inside her quivering rear.  "Shanna's made a bit of a mess of herself, Ron, and I think you should help her clean up.  Get out of those clothes, and then come give us a hand."  I didn't even make a pretense of questioning the bizarre scene, but undressed quickly folding my clothes into a neat pile by the door.  My cock was throbbing darkly as I marched toward the two lust-inducing women.  Shanna was standing slack-jawed, rolling her hips back against Clara, who continued, "Okay Ron, the first thing you need to do is unfasten her blouse.  Can't you see the poor girl's aching for some attention?"

 

     Indeed, when I unbuttoned Shanna's blouse she thrust her braless breasts immediately into my hands.  I bent my knees to get my face to the right level for kissing each of them, my cock swinging and bumping against her tense legs.  Clara whispered something I couldn't catch, and Shanna grabbed the back of my head and held me against her breasts as she keened and came, a long rolling orgasm.  When she finally let go of me and I was able to catch my breath, Clara was standing beside me with her strap-on dripping and glistening.  She leaned toward my ear and reached for my cock, and I don't really remember what happened next.

 

     *** *** ***

 

     Things around the office settled into a new routine.  Clara got the official promotion to team leader, and she and Shanna resolved whatever differences they used to have; in fact, Shanna seems to spend as much time behind closed doors with Clara as she does at her own desk.  Sometimes Clara asks me to help them in special projects, although I can't quite remember the details on any of them.

 

     Meanwhile, Shanna and I see each other occasionally when she's not being asked to work late.  She's lost a bit more weight over the last few months, and really became quite a fox.  Not only that, but she's really opened up sexually.  Over the last holidays she went somewhere and came back with nipple rings!  She loves rolling my cock between her breasts while my face is buried between her legs, and seems to take special joy in keeping me on the edge until after she's finished cumming.  She says I ought to have a nickname, that Ron is just too formal, and that she's going to ask Clara to suggest one.

 

     Why would she ask Clara, I wonder...

 

/ END /