Beverly
By Cris Leyven
My accounts of dating an older, muscular woman.

     Although I cannot say that this is 100% fact, it is for 
the most part actual events that took place when I first dated 
Beverly.  I've written down the conversations as best as I can 
remember them, and I can certainly say that this story is 
mostly true.  However, just to be safe, let's just say that 
this account is based on a true story.
      It was after college in 1988 that me and three friends 
got jobs in the Mobile, AL region.  The four of us rented a 
nice four bedroom outside of town.  There was a photo 
journalist, and accountant and two engineers.  Marc, Dave, 
Duane and myself.  Marc and Dave were good guys, and I enjoyed 
their company.  Dave was an occasional athlete, and Marc, well 
Marc was a taller lanky guy who felt more at home on the couch 
with a 2 liter bottle of soda on the table next to him.  Duane 
was smart, and younger than the rest of us.  He had a quick wit 
that none of us could match.  His job as a photo journalist, I 
guess, forced him to be a bit big mouthed and pushy.  He had 
one of those laughs that made you think you were being laughed 
at, even when you weren't.  Although a bit obnoxious with a big 
ego, he was the only one of the bunch who could keep up with me 
in sports.  He was shorter than me, and weighed a little more.  
Who was stronger I couldn't really say.  We played on the same 
lacrosse team in college, and I'd like to say he was a good 
friend...when I didn't want to punch his lights out!
       I had a job as an engineer with a large company that was 
based there.  Fortunately the company policy was very favorable 
towards athletics and working out, and they provided us with a 
very nice fitness center/gym on the grounds.  I was in pretty 
good shape after college.  Though I was no Schwartzenegger, my 
body was solid and well developed from years of swimming, 
bicycle racing, lacrosse and other things.  I enjoyed the 
reputation of having especially strong legs, though they never 
really bulked up the way I had wanted.  I was glad to have a 
nice gym to maintain my level of fitness.
     One morning, about a month into my new job, I over slept 
and missed my usual workout.  I decided to zip in for a quick 
one during lunch before my meeting with the company's Training 
and Education Supervisor...my first big event since I had 
arrived.  The crowd was different than the usual iron heads in 
the morning time slot.  They didn't seem as serious about 
it....but as I walked in there was one woman who caught my eye.  
She was seated on the leg press Nautilus machine and pumping 
out reps.
     She has long, straight brown hair and a very dark tan.   
An older but attractive and angular face wore a serious 
expression with each weighted test of her thighs.   I guessed 
that she was in her early forties.   At a glance I could tell 
her legs were very muscular, especially her calves!  Defined 
quads bulged to life with each lift, the muscles expressing 
themselves well up into the white spandex biker type shorts.  
Her arms were also well defined, especially bulging as she 
gripped the support handles.   The woman noticed my lingering 
glance and gave me one of those forced but pleasant smiles.  I 
returned the favor and continued to the stationary bikes to 
warm my legs up for the workout.
     I was pedaling away when the woman climbed out of the leg 
press and made her way to the calve machine.  This interested 
me because I had a sort of unspoken reputation among the 
"morning crew" as being only one of two guys who could do reps 
with the whole stack...over 500 lbs.  The machine was one of 
those that you stick a key into the amount of weight, and 
slipped a padded strap around your waist, stood on an elevated 
metal stair on your toes, and pumped out reps by raising your 
heels up and down.
     This woman was not a petite woman, or one of those that 
had added bulk to a thin frame.  I guessed she was about 5ft 9 
or 5ft10, and was fairly big boned.  She was not fat or overly 
bulky, though, but then again not entirely lean either.   Her 
waist might even be called "thick", as it didn't taper to a 
'V', but it didn't hold any excess bulk, I guessed.  It was 
hard to tell even though her outfit was skin tight, but I 
imagined her midsection as being very solid.  Her rear, 
although shapely and dimpled, did have a little excess tacked 
on as did the back of her thighs.  But this did not detract 
from the fact that it was well formed and unquestionably 
powerful. The ribbed lime green one piece had a thong bottom to 
it, and this accentuated that fact.  Her posture was confident 
and poised, and her breasts were a perfect size and proportion.  
I guess they had been enhanced, but I didn't care and stole 
eager glances at their bulbous profile when she walked past me.
     To my surprise, the woman bent over, keyed in the entire 
stack, slipped the belt on her waist, and proceeded to start 
pumping reps!!!  I was dumbfounded as I watched the huge knots 
of tanned muscle on the backs of her legs become more defined 
with each rep.  The calve machine was right in front of the 
bikes.  Her butt cheeks flexed slightly at the top of each 
pump.  I found myself getting more and more restless as I began 
to steal longer than a lingering glance at her.  Inevitably my 
cock started to harden, swelling into my jock strap with each 
one of this woman's powerful lifts.  I untucked my tank top to 
hide the increasing bulge in my sweatpants, looking around to 
see if anyone was looking.  The woman completed three sets, but 
then moved to the next machine over.  I'm sure you gymheads 
have seen them before, the glute machine where you stand up and 
kick back one leg, as if you were kicking someone behind you.  
This had always been a "girls" machine, and I had never used 
it.  The thought of this woman's body using that machine both 
excited me and terrified me.  
     I looked at my watch.  My meeting the T&E Supervisor was 
only 20 minutes away.   The woman keyed in her weight and and 
began exercising her left side, which was closest to me.  The 
machine was next to the calve machine, and she faced away from 
me as she began.   As her leg extended at the top of the rep, 
the peak of her glute rose up hiding the green string of her 
thong which was on the other side of that large flexing slab of 
muscle.  The material of her shorts was under such a strain at 
that point, I imagined I could almost see her tan through the 
white spandex.  At the top of the rep she arched her back and 
pushed her chest forward, and the tops of her perfect, generous 
breasts were pushing up and out of her leotard.  I know that 
it's difficult to picture, but to this day, it is probably one 
of the sexiest things I have ever seen a woman do in the gym.  
     What I was feebly holding in check  in my pants was on red 
alert, and my cock was now fully erect.  I was still on that 
stupid stationary bike, unable to stand up...my workout 
obviously by the wayside.  I now worried how I was going to get 
to my meeting on time....weighing the difference between the 
stigma of being late and the humiliation of running through the 
gym with a full on erection. 
     I was unable to stop checking out this fit older woman who 
seemed to be pushing all of my libido's buttons right now.  
After three set of watching the largest muscle on her body get 
harder and harder, I was so horney fluid was dripping of the 
end of my throbbing dick.  And on the last rep of her left 
side, she looked right at me looking at her flexed ass, smiling 
as she looked forward again.  I was unable to look away as the 
woman held the rep up for an unusually long time.  As she let 
her leg down and relaxed, she climbed out of the machine and 
walked in my direction.  "Oh shit!"  I thought.  "Here it 
comes.  Less than a month on the job, and I'm already going to 
get the sexual harassment lecture. Shit shit shit!"
     "Been riding that bike for a long time, haven't you?"  she 
said smiling, jokingly with a hint of accusation.
     Before I could answer I saw her brown eyes drop in the 
direction of my crotch, and she walked back to her machine 
grinning.  My usual suave self was at a rare loss for words.  
After flipping the bar around, she started on the right 
gluteus.  I was choked up but still unable to stop stealing 
glances at her.  Was it my imagination....or was each rep 
slower....more deliberate....her ass flexing harder and longer 
than last time?  Was she showing off for me???  My dick was 
still a friggin' like a hammer handle in my pants.  I looked at 
my watch...10 minutes until my meeting!!
     Finally the woman finished her set, and turning to me she 
said smiling slyly, "Don't work too hard."  Then she turned and 
literally strut out of the room to the women's lockers.  I 
watched intently as she walked away, her big, muscular ass 
showing off the the increased hardness and size from the 
workout.
     Five minutes until I was late!  The room was nearly empty, 
so I discretely maneuvered my boner up against my belly.  Even 
though the head was sticking up out of my sweats, it was hidden 
behind my untucked tank top.  I scurried to the lockers hoping 
the remaining people didn't notice anything unusual.  Getting 
dressed, I was already late, and I started dreaming up excuses 
for my tardiness.  Flat tire, forgot my portfolio...yeah, that 
was it.  I had to run back to my office at the last minute for 
the info I promised to bring.  My dick had subsided to 
manageable proportions, but the hormones were still coursing 
through my body.  The sight of that woman in the gym was the 
sexiest thing I had seen since I was a kid, spying on the 
scantily clad athletic lady next door.  I could not wait to get 
home and whack off!!
     I tried to gather my composure and made my way through the 
building to the Training and Education Department.  The T&E 
Supe's secretary intercepted me with a scowl.  I was over 10 
minutes late, and she said I had to be rescheduled.  I was 
mortified!  I knew the Supervisor was watching me behind the 
one way mirrored window of that office.  What was I going to 
tell my boss when he asked how the meeting had gone?  Judging 
by the apparent size and location of the Supervisor's office, 
he/she must be a pretty big wig around here.
     Just when my darkest hour seemed to come, a woman's voice 
from the office said in a laughing tone,  "It's OK, Laurie, 
send the new kid in.  I'm sure he has a good excuse for being 
late." 
     I was relieved....until I entered the huge office and say 
who the T&E Supervisor was.  Yep, you guessed it....it was the 
woman from the gym!!  I must have turned 10 shades of red as I 
held out my trembling hand and introduced myself, "Cris Leyven, 
ma'am, from Operations Research.   Sorry I'm late."  I 
groveled, my silver bullet excuse obviously now worthless.  I 
looked at the name plate on her desk.  It simply said 
"Beverly".
     "I'm Beverly....no Ms this or ma'am that...just 
Beverly....or Bev"  she said rising from behind her desk and 
grinning from ear to ear.  "So, Cris, did you finish that Tour 
de France you were on?"
     I was completely flustered, and even more so by the casual 
yet knowing tone of her voice.  When she finished standing, 
still holding my hand, we stood eye to eye.  She dropped my 
hand and came out from behind the desk.  She was probably six 
feet tall in her heels.  I couldn't see those awesome arms and 
shoulders because she was wearing a beige suit jacket.  
However, I noticed her skirt was just below knee length, and 
the white pumps forced the lower part of her sizable calves to 
swell up into solid mass.  I tried to control myself, but had 
to imagine what the rest of her legs looked like underneath her 
skirt.
     Beverly offered me a seat in front of the desk, and she 
took the one opposite me, crossing her incredible legs, one 
huge calve being pushed up from behind by her opposite shin.  A 
small table was between us.  I set my portfolio on the little 
table and nervously stammered "Perhaps we should get started."
     "Yes, let's." she said. 
     I have no idea how I got through that meeting.  Beverly 
was absolutely the sexiest woman I had ever met.  If she was as 
old as I thought she was, she could easily be a mother to this 
23 year old.  But all during the meeting she was very pleasant 
and professional...even a little flirty.  Despite the fact that 
there was my libido was replaying images of her on that glute 
machine every couple of minutes, I managed to be professional 
as well. One thing was for sure, either she was this nice to 
everyone, or she liked me.  
     I guess I must have made a good impression, because the 
next day, my boss was saying that my performance was all aces.  
I casually tried to pick his brains about Beverly to which he 
replied "I dunno, I never met her before.  I think she was in 
the Air Force for a while before she came here.  I can tell you 
one thing, I hear that woman is on the fast track.  You made a 
valuable friend by making a good impression with her!"  I 
thought of myself hungrily masturbating while thinking about 
the muscles of my new 'valuable friend' all last night.  
     At least today was Friday, I had managed to resist the 
temptation of heading in for a lunch-time workout to see if she 
was there.  Tomorrow I'd come in on my day off and make up for 
the leg workout I missed.  But before I left for the weekend, I 
got a hold of the company's policy on dating other employees.  
I was relieved to find that, if my wildest dreams came true, 
Beverly and I would have no problems from our employer if we 
decided to date......if I could beg her to go out with me....
     Saturday....and the gym was absolutely empty.  I started 
on my leg routine, but as I passed the glute machine, I got a 
little curious....how strong was Beverly?  I had noticed about 
how much she keyed into the machine the other day, and I dialed 
up the same.  I felt a little funny at first but got the 
adjustments to my height figured out.  I then pushed against 
the pad with the back of my leg as I'd seen her do.  Fuck!  I 
could barely move the thing, and I finally, after struggling, 
got my leg fully extended and kicked back.  I tried to let the 
weight down slowly, but it was too much and got away from me.  
The stack made a huge clang as it struck the other weights 
below it.  I thought of how Beverly had effortlessly performed 
three sets of about ten reps on each side!  My dick was getting 
hard again at the thought of how powerful she was.  I 
eventually calmed down and I finished my 
workout....anticipating some self indulgent fantasy about that 
mature, thong-clad muscular woman when I got back home.  I 
wished she was MY boss.  I'd have no problems doing WHATEVER 
she demanded!
     It was about the middle of next week.  I was kicking 
around the idea of heading to the gym during lunch for three 
days.  I was wondering, quite frankly, how I was ever going to 
avoid getting a boner in front of Beverly and a bunch of other 
people if I ever saw her again.  I know this sounds kind of 
stupid, but I came up with this plan to wear extra clothing to 
contain my cock should it make an unwelcomed appearance.  I was 
driving in the direction of the gym (located in a separate 
building surrounded by a fitness par course on the company 
grounds) wondering if I should go through with it.  Naturally 
Mr. Libido was saying "Boy, what are you waiting for??", but 
Mr. Logic was saying "Having an erection in in front of the 
world is not a flattering thing".
     I then looked up and there was a woman running towards me, 
her pony tail of long hair bouncing behind her.  I slowed the 
old Jeep down to check her out as she passed.  Even at a 
distance of about 50 yards, I could tell she was very toned and 
athletic.  Her black nylon running shorts and black athletic 
bra showed this fact off immensely.  It was high noon in the 
South...hot hot hot....and this woman was covered in sweat.  I 
could see her glowing even at this distance.  She wasn't 
jogging either, she was running at a decent stride.  A solid 
wall of cut abdominals began to come into view, then the 
ripples of muscle in her legs, then the rhythmic bounding of 
her breasts beneath that shiny black top.  As she got closer my 
heart was pounding like crazy, I had decided then just to 
shamelessly stare as she went past me, even though I was not 
discrete in the open top Jeep I was in.  The woman was about 25 
feet from me when I realized it was Beverly!  She caught my 
head turning, mouth open stare as I drove past, and gave me a 
quick smile.  I watched her in my rearview mirror.  Yes there 
was that bit of extra on the backs of her thighs and on the 
part of her tanned rear that was peaking out of those little 
shorts, but her overall physique was eye-popping.  What abs, 
what a back, what shoulders, what breasts, what legs.... WHAT 
CONFIDENCE she had running around in that outfit!!  My dick was 
so hard, I whipped the Jeep around, drove home, skipped lunch, 
and whacked off like a madman!! 
     The next day, I was driving to the gym at lunch time armed 
with one jock strap, one pair of tight black biker type shorts, 
one pair of baggy sweat pants, and one baggy tank top.  I 
pulled in behind this black Porsche 928 with a license plate 
that read "4TYNBUF".  I hate vanity plates, and they rarely 
match the person in the car.   I just HAD to see the bozo that 
climbed out of that car, so I parked behind them.  The car door 
opened and one well muscled, high heel clad female leg emerged, 
followed by another, followed by Beverly!!  This was just too 
much, and I jumped out of the Jeep to say hi.  And...for the 
record the vanity plate matched the driver...In her 40's and 
very Buff!
     "Hi Beverly".  It was probably the first legible, coherent 
greeting I ever gave her.   
     "Ahh, Mr Tour de France!  Hello Cris.  I seem to be 
running into you a lot these days.  Didn't I see you see me 
running yesterday?"  she replied in that knowing tone.
     "Yeah, I thought that was you!"  I said, trying to make 
light of the (true) implication that I was eagerly foaming at 
the mouth when I saw her!  We were walking towards the locker 
rooms together, making small talk.  Again she nearly looked me 
in the eye when she wore heels.  She paused at the women's 
locker room door.  She had this big grin.
     "Well the next time you see me running or working out, 
when you're not too dumbfounded, you could wave or something!",  
she said.  "I'll see you in the gym, Cris!"  Her voice echoed 
into the locker room as she opened the door and went inside.  
Again she had left me speechless, but leaving no doubt that she 
was, at least, a little flattered at the attention she was 
getting from me.
     Inside the gym, it was for me, shoulders and abs day.  I 
loved abs and hated shoulders, which is why I combined them.  
My shoulders had been weak after having both of them dislocated 
playing college Lacrosse...but they were still in good shape.  
I decided to avoid the bike today, and head right for the free 
weights.  I hoped my extra clothing would hide my inevitable 
reaction when Beverly made her appearance.  I was half hoping 
for something less revealing, but Mr. Libido was praying for 
otherwise.  I saw no sign of her yet, and started with some 
Arnold presses, using, I remember, 40lb dumbells.
     After each set I glanced around for her.  Perhaps she was 
in the Nautilus room next door...on that glute machine.  I got 
weak and tried not to think about it.  I began my final set of 
presses, and on the last rep, I was struggling to push the 
weights overhead...my arms were starting to shake when I felt 
the hands of a spotter underneath my elbows.  It was Beverly!!  
     "Come on, give me one more."  she encouraged.  
"Another.....juuust one more..."
I pushed the weights up one final time.  When I turned around, 
I just about choked on my tongue when I saw her.  The was 
wearing the same "wet look" black athletic bra I'd seen her in 
yesterday, white biker shorts with a matching black thong over 
them.  A tanned row of abs greeted me at eye level.  Above 
them, her breasts thrust out, lifting the bottom of the bra-top 
off of her chest....the shiny black fabric expressing every 
contour beneath.  My expression must have been priceless.
     "Wave, Cris.  Remember to wave." she said 
laughing....obviously enjoying the reaction she was getting out 
of me.  Obviously there was a purpose to that sexy 
outfit.....and it had to do with me!!!  "Do you mind if I work 
in?" she continued.
     I recovered my wits and my wit, and waving, said "Hi 
Beverly" with exaggerated dumbfoundedness.  She laughed out 
loud and sat down on the bench.  Without even a grunt, she 
hoisted the 40's up to shoulder level, and began lifting!  I 
watched her incredible back and shoulders bulge out with each 
rep.  Her level of muscularity was emphasized by the cut of her 
little top, and the shiny material showed her muscled flesh 
swelling beneath.  Those high, firm breasts jumped out of her 
chest with each rep, pushed by solid pecs underneath.  Oh my!!  
Fortunately, my choice of clothing was doing a good job of 
hiding/keeping in check my swollen cock.  Her back was, to this 
day, the most incredible formation of female muscle I had ever 
seen up close.  Yes, pictures of professional female fitness 
and body building stars I had seen showed better backs than 
Bev's, but this was no picture.  Her body erupted and strained 
right in front of me, only inches from my face as I gave her a 
spot on the lifts.
    We spent the rest of lunch working out together.  To my 
surprise, we were evenly matched with our weights.  After 
showers, we met outside of the gym at her car.
     "I enjoyed that!"  she said.
     "Yeah, me too."  I said nervously.  I wanted to ask her 
out.  "Ummm, Beverly....."
     "Yesssss Cris?" she said, knowing full well what was 
coming, but waiting for me to do the asking.
     "Would you like to have lunch with me this 
Saturday....around 1:00?"  I blurted out.
     " Sheesh Leyven.  I thought you were never going to ask 
me.  I'd love to."  She giggled, and wrote her home number and 
address on the back of one of her business cards.  "So, I'll 
see you at my place at one.  And Cris......don't be late."  She 
said smiling, referring back to our first (business) meeting.  
     I was ecstactic!  I bounced around the office on Friday 
like some highschooler, and when Saturday rolled around I gave 
her a heads up call and went and picked her up.  I was half 
disappointed and half relieved that she was wearing just jeans 
and a loose T-shirt.  At least now I could focus on getting to 
know her without my hormones getting in the way.  I think she 
planned it like that, to tell you the truth.
     By some crappy coincidence we ran into my roomies when we 
went out.  I introduced them, we made some polite small talk, 
and then they left us alone.  I could hear Duane's cackling 
laughter as they walked away.  I knew what he was laughing 
at....Beverly's age.  Sure enough, after the date, there was 
grief to be had when I walked in the door.  "So how was your 
date with your mom...."  etc etc.  I knew Bev was a fantastic 
find, so the teasing fell on deaf ears.
     So for about the next three weeks we dated and worked out 
together.  Monday, Wednesday and Friday we lifted.  Saturday we 
went running on the beach in the morning.  Usually we went out 
on Friday and Saturday nights.  Beverly was in her usual omygod 
workout outfits when we lifted or ran, but dressed very 
conservative on our dates.  In spite of her very sexual nature, 
we hardly touched, and only kissed good night at the end of 
dates.  It was torture for me, and needless to say, my 
fantastic fantasies about her at the end of each meeting were 
leaving me wanting more....even if it was just to massage her 
body!!  
     Going slow was good though, and I got to know her as more 
than just a body.   I learned that she had joined the Air Force 
at seventeen and retired at 37.  (I couldn't believe I was 
going out with a woman who was retired!).  She had no problem 
bragging about herself, and in me she had a captive audience!  
Beverly had always been athletic, and even when she was in her 
early teens she noticed that she was stronger than most boys in 
her class and even some men.  Needless to day this attracted a 
bevy of admirers, and she bragged to me that her first time was 
when she had seduced a highschool math teacher to increase a 
grade!  Oh to be that teacher!!
     Her living room was packed with trophies from various 
sports victories.  Everything from girlhood gymnastics ("my 
body out grew that" she said) to track and swimming.   She had 
been married once to Air Force guy, and divorced shortly after 
and never had any children.  While in the Air Force she had 
been accepted to an officer program, and eventually left as a 
Major.  Bev was 43 when we started going out...20 years older 
than me!
     It was one of our typical Saturday dates, and we had been 
going out for about a month.  I expected Bev to answer the door 
in one of her typical non-figure flattering outfits, but when I 
saw her, I just about choked.  Maybe it wasn't that what she 
was wearing was that sexy, it's just it wasn't what I had 
expected.  She had on a denim dress that fit her upper body 
like a glove, and even though it wasn't low cut, her generous 
breasts pushed up above the neckline.  The thing was sleeveless 
allowing her to show off her athletic arms and shoulders.  Her 
arms were like any woman who lifts on a regular basis. Almost 
innocuous looking and lean except for a potentially menacing 
tightness and solidity to her upper arm, that you knew when 
flexed only a little, would just jump right out at you.
      At her waist, the denim ended and a loose, pleated white 
cotton skirt hung just above her knees.  Red pumps were on her 
feet, but they laced up with thin red leather strings, 
crisscrossing from her toes to her ankle, where the string was 
tied into a bow.  Man, those were some sexy shoes!  I never had 
a thing for feet before,  and I know this sounds odd, but I had 
never seen a woman's feet look that muscular!  I guess when you 
need them to push up over 500lbs on the calf machine, they need 
to be strong!  Her calves were knotted up above the shoes, 
permanently and powerfully flexed, enhanced by pumps in a way I 
only imagined they could be from that first day I was in her 
office.  As always, her body was perfectly tanned. 
     She made her usual comments about my staring at 
her....which she loved.  Then as she went in front of me to the 
Jeep, I saw the back of the dress.  From about the hip level 
denim strings crisscrossed tying together a V shaped cut from 
her waist and up her back, widening as they approached her 
shoulders.  Her back bubbled up through and against the 
strings.
     "Jesus!" I said, barely above my breath, but she heard me 
anyway.
     "It's really one of the best ways to fit my figure, 
especially my back."  She said, referring to the strings.  Then 
she flexed her back for a split second.  I think if she wanted 
to, she could have busted out of that dress!  My penis was 
starting swell.
     We were at the restaurant, and I never had better service 
in my life!  It wasn't a real classy place, and we were at a 
booth.  I swear the waiter talked to Bev's breasts and legs the 
entire night.  Some other guy was with his wife or girlfriend 
across the way, and was checking out Beverly's body...probably 
in disbelief...every chance he got.  I wish I had his view, and 
imagined him sitting over there with a big ol' boner.  Like I 
said, this dress was cute, but not really too sexy.  It showed 
just enough of her physique let people know what she had 
underneath that annoying material.  With this type of reaction, 
I wondered what would happen if she wore something really hot.  
     Bev, meanwhile was chatting away, and I was trying to stop 
staring at her arms and shoulders, especially when she raised 
her hands up in some expressive gesture, causing her biceps to 
swell slightly.  After dinner, we had nearly polished off the 
bottle of wine, and I could tell Beverly was a bit more bold 
and flirty than usual.  Suddenly she looked at me and blurted 
out....
     "What things about a woman turn you on Cris?  I mean, 
every guy has one or two things that just get their juices 
flowing.  Tell me about your first sexual experience."
     I was shocked, but terribly excited that she would be 
interested.  That she would be asking, not in a jealous way but 
to try to gain information....which might be used later.  A 
hundred things were running through my brain.  I didn't want to 
lie, but I did want to tell her some things as well.
     "Well," I started, "There was this lady who lived next 
door to me when I was about 15, and.."
     "YOU DID THE NEIGHBOR LADY!!"  Bev blurted out,  "Boy 
Cris. I am impressed.  I thought I got started young. You 
certainly.."
     "No, no, nothing like that."  I continued.  "I know this 
sounds weird, but I just watched her.  She had a great body, 
and, wellllll, was never dressed in very much."
     "So what was so special about her, or was it just that she 
wore skimpy cloths?"
     "I guess the thing that really blew me away was that her 
body was very athletic....especially her legs.....and 
her...rear."
     "What kind of clothing did she wear?"  Bev asked, almost 
as serious as a psychologist.  "Or maybe I should ask, which of 
her cloths did you like best?"
     "Ummmm, She always wore really tight clothing that, 
well.... there was this pair of tiny tan cotton running shorts 
that showed of her rear quite well.  I liked those.  But I 
guess I liked it best when I saw her in a bathing suit, because 
the less cloths she wore, the more of her body I would 
see....and..."  I hesitated.
     "And........?" Bev asked impatiently.
     "And each time I saw more of her body, it seemed like I 
would notice a new...well....muscle."
     I stopped on that last crucial word.  I guess that's what 
it all boiled down to, wasn't it?  Women and muscles, muscle on 
women.  I wondered how Beverly, the first truly muscular woman 
I had ever dated would react to that.  I looked up, and she was 
smiling at me in an almost lustful way.  It was the first time 
I had ever felt like the woman was the wolf and I was the lamb.  
She leaned back and put her arms behind her head, and looked 
away for a second.  Biceps started to pop up from beneath her 
dark skin.
     "So you like athletic women....women with muscles?"  She 
asked, and then stretched, completely flexing her arms and 
arching her back.   The Himalaya erupted from her neck to her 
elbows!  For the first time, I wondered if she hadn't been 
holding back in the gym to make me feel better.  "Well,"  She 
continued wearing a big grin.  "that's good, because I have 
PLENTY of muscles."
     I was relieved, and, as if by cue, the boner in my pants 
was full on.  But we were finished with diner, the check paid, 
and it was time to go.  It was a good thing I was wearing a 
sport jacket.  I think I saw her glance down when we left the 
booth, as if checking to see if she had sufficiently stimulated 
me.  On the way back in my Jeep, the wind had picked up, and 
was blowing her dress up to her thighs....her dark, smooth  
muscular thighs.  She did nothing to stop the dress from 
creeping up.  I would try to glance down every time we went 
under a street lamp, getting more and more excited.
     We arrived at her house and stood at her door.  She gave 
me the usual peck on the lips, and then held me by the 
shoulders.  Looking me in the eye, she said "Who do you think 
has better legs, me or your neighbor lady?"
     I was stunned.  "I don't know."
     Bev continued "Did she ever let you touch them?"
     "No."
     "You mean, after admiring them all those years, she never 
let you even TOUCH them!?  What kind of thanks is that?"
     "Well, OK once she let me feel her thighs."
     Bev snorted "Well, I think a comparison is in order here.   
Check these out."  She hiked the loose part of her skirt up to 
her waist, nearly revealing her crotch.  I looked down 
uncontrollably at the smooth, tanned flesh which had been 
shaped by years of workouts.  
     "I......Ummmm.....You have great legs Bev."  I was 
starting to tremble a little.
     "Well how can you see them from up there?"  she asked in 
almost genuine disbelief.   "Get down on your knees and look at 
my legs.  It's the only way you can really compare them.  I 
want an honest opinion here."  She was pushing down on my 
shoulder with her free hand, the other holding up her skirt. 
     I resisted her nudging.  "Bev, I don't think this is 
really a good idea."  I was nervous as hell.  I mean, the kind 
of nervous you get when one of your most secret fantasies is 
about to present itself to you in real life.  The kind that 
ends up with you cumming all over yourself in your sleep.  The 
kind of fantasy that you don't discuss in front of a woman you 
care about. I imagined the neighborhood men excitedly peering 
out their windows at this scene.
     "Goddammit Leyven."  Bev said through her teeth.  "Stop 
being such a drip and kneel down for a closer look.  I won't 
take no for an answer, and I want your honest opinion...who has 
better legs, me or that neighbor lady?" The Air Force Major in 
her was starting to come out.
     I complied, and as I kneeled in front of her, Bev's long 
and muscular limbs stood like shapely columns in front of 
me...one partly covered by the skirt, the other willingly 
presented to me, knee bent slightly and one toe of those very 
erotic lace up red heels pointed against the sidewalk.
     "Well, touch them, Cris.  It's OK.  They're smooth, I just 
had them waxed.  How are you going to make a good comparison 
unless you touch them?"  That said, she bent over, took one 
hand by the wrist and guided it to her upper thigh.
     Her legs were very smooth, I could see that despite the 
fact that only Bev's porch light was shining on them.  I let 
her place my hand on her thigh. On my own accord I put the 
other hand on the almost impossibly large bulge of her calve 
muscle.  I looked up to see what her reaction was....she smiled 
back down at me.  My dick was so hard....I could not believe 
this was happening and I expected to wake up in a puddle at any 
moment.  I took a deep breath.  No, this was real, and I 
delayed the results of this leg comparison between Beverly and 
Mrs. Sanders as long as I could.  I moved my hands up and down 
the soft skin that covered her exercised legs, gently squeezing 
them.  I wanted to figure a way out of standing up and 
revealing the monster erection throbbing in my Dockers.  The 
woman at whose feet I was kneeling sensed a delay.
     "Well, have you made a decision?  You can be honest."  Bev 
twisted her leg slightly to show me its profile, perhaps trying 
to give herself an edge in this 'competition'.  Maybe my 
hesitation made her think she needed an edge, and that I might 
vote against her.  That was not the case at all!  The moment of 
truth was at hand.  I could delay no further, and I would 
simply have to sport my boner in front of her, however 
embarrassing it proved to be.
     "I guess your legs are probably better that hers."  I 
gingerly said, and glanced up at her.  
Beverly's expression was one of mock disbelief.
     "You GUESS my legs are PROBABLY better...." she blurted 
out with the confidence of one who was sure that she had 
certain victory, and was wondering why the my judgment was not 
more conclusive.  My hands were still on her leg, one on her 
thigh and the other on her calve.  As a reaction to my half 
conclusion, Bev forcefully pushed her toe into the ground and 
flexed her entire leg!!  I felt the knots of muscle press 
against my palms, and I watched them rise and harden in front 
of me.  Open mouthed, I squeezed the growth underneath my 
hands, massaging it, testing it, assuring myself that the 
hardness I saw was not some sort of illusion.  Her quads were 
just amazing mountains of flesh, and her calves..christ, those 
calves!!!  Even the muscles in her foot were flexed, and yes 
those were muscles pushing against those red leather strings. 
     "Omygod....ppplease....sstop"  I stammered.  I had the 
absolutely primal urge to start humping her leg like some sort 
of submissive, frustrated dog worshiping her superior body.  I 
looked up at her, smiling confidently down at me, waiting for 
me to give her the definitive victory.  Her flexed calve was 
absolutely gargantuan beneath one of my hands.  I was 
trembling, flashing back to an image of her on the weight 
machine, dominating 500 lbs of iron with that muscle!
     "Yyyours are dddefinately better....more mmmuscular."  I 
stammered.
     "OK Leyven, you've made your call.  You can stand up now."  
She said dropping the fabric of her skirt and taking me by the 
upper arm to help me up.  There was no hiding my reaction, and 
even less of a chance as she pulled me in close to her.  
     She pushed her crotch into mine and smiled.  "Ahhh, now 
that's how I like it." she crooned.
     "Perhaps I should come in."  I tried to sound like James 
Bond, but it ended up more like Porkey Pig.
     She moved my hands from her waist to her ass.  "Perhaps, 
Cris, you need to think about what you've seen here tonight a 
little more.  But.....don't think about it too much.  I 
wouldn't want you to waste something you might need later.  
I'll see you tomorrow morning at the beach for our run."
     She gave me a long kiss and ran her hands from my 
shoulders to my ass, smiled and went inside her house.  If I 
didn't know better, I'd almost think she was trying to flex her 
muscles as she unlocked the door and went in, her back 
especially.  It was probably just my imagination, but that's 
what I told myself about a lot of things that happened tonight.  
I drove home thinking and thinking.  My dick was still hard.  
     It would be hard for hours until I finally got to sleep.  
I guess it was probably hard even after I drifted off. But most 
of the night I tossed and turned, touching myself, thinking 
about Beverly's smooth muscular legs erupting beneath my hands, 
the veined and tight little lumps in her feet pressing against 
those red leather strings, her wolfish invitation to admire her 
muscular form.... I was wondering if I could stand to make good 
on her last remark which hinted that I was not to jerk off.  
That was the tough part, because, I admit, I had whacked off at 
least once a day thinking about her since I first saw her.  
Especially after I saw her in the gym or running on the beach!  
She was teasing into a frenzy.  Although I really did like her, 
and was probably falling in love with her, if she didn't fuck 
me soon, like tomorrow, I would just explode!
     Saturday morning, and Bev was waiting for me, leaning on 
car wearing tiny maroon dolfin shorts and a gray half-tank top 
that stretched across her chest.  I hadn't slept hardly a wink, 
and it was a real struggle for me to make it though our five 
miles.  Bev, on the other hand was invigorated.  She didn't say 
a word about last night, causing me to think I may have dreamed 
up the whole thing.  We were back at the parking lot, and Bev 
said she was going to meet me at my place, but had to run to 
the store before.  Then we would drive to her place.  This was 
kind of unusual, but I drove home to shower.
    I was just combing my hair when Duane shouted to me "Hey, 
Cris, looks like you mom's here!"
    I was furious.  "Would you shut-up!  She might hear you."  
But as I looked out the kitchen window, I saw that it was open.  
Bev was slowly trudging up the walkway, looking so angry she 
could have cried.
    I managed to smooth over the damage Duane had created to 
Bev's (huge) ego.  By the time we pulled up in her driveway, 
and the "4TYNBUF" 928 rumbled to a stop in the garage, she 
seemed back to her normal self.  I followed her into the house 
and stopped at my traditional place, the family room, to wait 
for her to shower.  I had never seen her bedroom....or any of 
the interior of the house before.  Just the dining room, family 
room and the kitchen.  
     "I've got a project for you Cris.  Come on back here"  Bev 
called from her bedroom.
     I was surprised I was invited back to the "inner sanctum", 
and followed the sound of her voice back to what could only be 
called a luxury sized room.  I caught sight of a smaller guest 
room and bath room as I walked down the hall.  Bev was standing 
just beyond the doorway at another door, a closet door.  She 
was wearing a silky, white bath robe that came to mid- muscular 
thigh.  It was stretched tight across her breasts.  All of her 
cloths seemed to fit like that!  Nearly everything seemed like 
it stretched tight across her breasts in the most sexual way!
     "Why don't you go in here and find something for me to 
wear out today while I shower?"  she sort of demanded.
     "Like what?"
     "Like something appropriate for me to wear out this 
afternoon...."  she said smirking as she walked into the master 
bathroom and started the shower.
     I turned on the light in the closet and heard the shower 
curtains slide back as she went into the shower.  It was a very 
large walk in closet.  Man, this woman had a lot of cloths.  
Maybe she didn't really, but when you're a young man walking 
into an older woman's closet, it seems like you just walked 
into a dress shop.  
     Probably a good 3 feet of rack space was taken up at one 
end by Air Force uniforms under clear plastic.  Dress gowns, 
light and dark blue shirts, skirts and pants, all with some 
sort of gold oak leaves on them.  Some had groups of colorful 
ribbons on them, their meaning a mystery to me.  A set of 
camouflage pants and shirt.  Below them on the floor the 
matching shoes:  black sawed off pumps, boots, shoes, etc.  I 
though of her dressed in her Air Force skirt with some black 
pumps and her blue shirt ordering me around the house and 
smiled.  But enough.  I had a job to do and started flipping 
through the other stuff.
     She had everything from formal gowns to slinky black 
little dresses.  I pulled one stretchy number off the rack and 
looked at it, trying to imagine that body filling it out.  I 
got a little excited, but then, as I went to hang it up, I saw 
the smallest black leather mini skirt I could have imagined.  
It was as small as it could be without the wearer looking too 
much like a prostitute.  The shower was still running, and I 
took it off the rack.  I've always, ever since I was a little 
boy, had this thing for a woman in a well fitted leather 
anything.  Perhaps it was the way the material clung and moved 
with a woman's body, the sheen highlighting every bump and 
curve, almost as if she had slipped into another skin...almost 
flauntingly pornographic.  I'm not sure why, and besides 
muscles and my slight fetish for a woman in clogs (as per what 
my neighbor lady always wore), leather is one of the buttons 
that kicks my libido into overdrive!
     The leather was so soft and fine in my hands.  I felt the 
inside and the mini skirt was unlined, which meant that (if she 
wore a thong) the bare flesh of Bev's rear rested right against 
the supple material!  I could see where the material had been 
stressed and deformed by her large glutes...the same ones that 
peaked above the string of her thong when she worked out in 
front of me that first day...the same muscles that easily 
lifted more weight than mine could!  I looked down and saw 
sinful pair of black pumps that were obviously meant to wear 
with the skirt I was shamelessly fondling.  My dick was like a 
rock.  I heard the shower stop, and knew I had a couple of 
minutes before she toweled off and wanted me to produce an 
outfit.  I turned away from the door to imagine her muscular 
feet occupying those black pumps, and those powerful legs 
thrusting out from beneath the little piece of rump sprung 
leather I had in my hand.  I was visibly trembling with the 
with the thought of it.  My heart was beating so hard that it 
was pushing air from my lungs and out my open mouth with each 
beat, making a panting sound.  Even when she wasn't around, 
Beverly teased me to a frenzy!
     Other than those first days I had gazed dumbfounded at 
Mrs. Sanders ( my neighbor) and her barely concealed athletic 
body, I cannot remember being this excited.  I had always 
dreamed that one day Mrs. Sanders would appear wearing a skirt 
like the one I was holding.  I imagined fantasies where she 
would walk around our neighborhood in something like this.  If 
Cynthia had even revealed that her wardrobe contained such an 
item as this, I would have eagerly locked myself in my bedroom 
for a year imagining her muscular body pressing against it.  
Some things are just too sexy, though.  If Cyn had paraded 
around in something like that, I couldn't begin to imagine the 
consequences....probably sort of like a sexual ground zero.  
Traffic accidents, men spontaneously ejaculating at the sight, 
or just having a heart attack as she walked by.  
     And what about my new girlfriend with her powerful body?  
This tiny skirt had obviously been worn a few times.  What had 
happened when she wore this little leather mini out in public?
     "Jesus, Bev, what are you trying to do?  Give every guy on 
the planet a boner?"  I muttered to myself.
     I heard a sound behind me, and I couldn't place it at 
first.  It was the sound of water dripping, and as I spun 
around there was Beverly.  She had neglected to dry off, but 
had just put on the white silky bath robe instead.  It clung to 
her wet body.  Parts of her that pressed against the robe 
showed through.  Breasts, rear, thighs and shoulders all 
revealed themselves beneath the damp fabric.  There I was, 
leather skirt, boner and all....looking at her smiling 
seductively at me.  Again, I was the lamb....and she was the 
wolf.
   "I see you picked out one of my favorites," she said as she 
walked to me, taking the skirt out of my hand.  "and in answer 
to you question, yeah, that was sort of the basic idea.  Give 
every man who saw me an erection.  I guess we all have our 
little fetishes, Cris.  You like women with muscles....and 
leather.  I like erections.  I get excited when a man gets 
excited about my body, about my sexuality, about my power.  I 
used to love to wear this little number to a pool hall."  She 
held the mini across her crotch as if to model it for me.  " I 
used to love it when guys would watch me play a game of pool, 
sitting on the bar stool, a beer in their hands....and a hard 
on in their pants.  My powerful body erupting every time I 
moved.  If one came over to talk to me, I'd tease him so much 
he have to sit back down.  Then I'd leave and come home, 
spending hours masturbating at the thought of all of those men 
at my command.  At the thought of them running home to their 
wives or girlfriends, ripping their cloths off and fucking 
them....and thinking of me!  I never had such powerful orgasms 
before!  I never slept around that much, but the thought of all 
of those boners out there, monuments to my body....well that's 
MY fetish.
     "And I thought I had lost all of that, until I saw you 
gawking at me that day.  Yeah, I'd get the occasional glance 
now and then at the gym, but I saw that they thought I was just 
some older lady who 'looked good for her age'.  But I noticed 
you looking at me like you just wanted to drag me out back and 
fuck me, I almost couldn't believe it!  So I admit, I was 
showing off a little, but when I saw that boner in your sweat 
pants poking out even beneath that shirt, and how you couldn't 
stop undressing with your eyes me in my office that day.....I 
went home orgasmed like I thought I never would again."
     She took the leather mini and hung it back on the rack, 
and gently undressed me.  My pants were the last to go, and I 
stood in front of her, my penis protruding out of the hole in 
the front of my boxers.  I can only remember that I was beside 
myself with excitement.  
     There comes a time in a young man's life when he is 
squashed.  I had slept with my fair share of women, very 
attractive ones, and figured that I was one of the James Bonds 
of the bedroom.  Even the girls who didn't want it at first 
came begging for more after I spent the night with them.  But 
against Bev, I felt like a highschool football team playing in 
the super bowl.  Excited to be there, but knowing full well you 
were out matched in every way.  Bev was a true seductress, a 
woman who had been making men beg for her body before I was 
able to walk!  
     "Oh, now that's the way I like it."  she crooned as she 
removed my last piece of clothing. 
     I was still excited beyond belief, and she loved every 
second of it.  She left me naked and walked to the closet door, 
back to me and parting the robe at the front, letting it fall 
from her body.  The thin material stuck to some parts of her, 
and slowly peeled off as she walked away.  Bev was naked.  Only 
the smallest patches of white were visible on her bronzed 
physique, as if she had carefully manipulated the tiniest of 
bikinis to erase all white from her skin while sunbathing.  
     The robe fell to the floor, and she still had her back 
turned to me.  She turned to look at me over her shoulder and 
flexed her back and arms in a double biceps pose.  Muscles 
erupted instantly!!
     "Look," she said, as if I wasn't already staring  "I could 
be a bodybuilder, don't you think?"
     Her body bulged tightly as she held the pose.  I walked 
over to her, my aching hard on touched her first, and then my 
hands and then my body.  I really can't remember exactly, I was 
living a fantasy I had imagined for so long.  We were on the 
floor of the closet, she was on top.  I vaguely remember Bev 
saying,  "Don't cum, just wait" between feminine moans that 
sounded a lot like her when she strained under a load of 
weights at the gym.  Her whole body flexed in ecstasy, and I 
remember looking over at veined peak of her biceps by my face, 
her smooth flexing gluteus under my hands and I just couldn't 
hold back another second!  I came like I had never before, like 
I never imagined it could be like!!  I think I was screaming so 
load it even surprised Beverly, who just started laughing with 
delight.  It was quick, yes, but I think we had been leading to 
this moment for over three weeks.  I can tell you that the 
weekend was far from over.
     "Oh christ Leyven!  God that was good!"  she said.  
     I was comatose, staring at the ceiling mumbling her name 
over and over.  She started laughing and kissing me and saying 
"We're good together.  Wow, are we GOOD together!"
     We stayed in her house the entire weekend.  I can't count 
the number of times we did it.  If my dick ever went slack, she 
did something to tease it back into "its proper position" as 
she called it.  Like flexing her muscles in various outfits 
(the leather mini never came out though, but she did wear her 
old Air Force uniform with some outrageous pumps!), or walking 
around the house naked...on her hands!!!  I remember waking up 
in the early hours from an extremely sexy dream about her, only 
to find Beverly on top of me, fucking me like there was no 
tomorrow. Of course I came like crazy with her.  Without saying 
a word, she sat up on top of me and flexed her arms.  Almost 
huge peaks jut from her arms.  Then she spoke:
     "I heard you saying my name in your sleep, with your dick 
poking up in the sheets.  I couldn't waste it."  She looked at 
her peaking biceps.  "You're mine, now Cris.  ALL mine."
It was, without question, the best lovemaking I had ever 
experienced.  And that was only the beginning!
     I can say this for certain, older women are VERY sexy!  If 
you have a woman in her forties running around the house and 
she's not jumping you for all its worth, YOU must be the 
problem.  I speak form experience, and I had known Beverly for 
seven years.  At fifty, she was still hard as a rock, and can 
outlast a woman half her age in the bedroom....and probably 
anywhere else for that matter!  But I get ahead of my 
story.....
     Of course Bev received her promotion to Junior Vice 
President.  I was happy for her, until she told me that time 
with me would have to take a back seat for at least seven 
weeks, until she was finished with her first big assignment.  
That was her order in life....work, her body, and 
relationships.  She was headed to one of the company's offices 
in Tampa, FL.  I was heartbroken, but we ended up talking on 
the phone a lot.  Usually it ended with her teasing me to an 
orgasm right there on the phone.  Once I thought I heard one of 
my roomies listen in, but I didn't care.  If Bev made them hot, 
then maybe they would stop the ridicule.  
     She had about a month to go, and started telling me of a 
surprise she had for me.  But Bev absolutely said nothing about 
it...only that she couldn't wait to see my expression when she 
showed it to me.
     A month passed, and Bev was scheduled to return that 
Saturday evening.  I couldn't wait!!  Finally I could spend 
some time with her....at last I could once again worship that 
fabulous body!!  And what was the "surprise" she kept talking 
about??  Some sexy Victoria's Secret outfit?  Some leather 
outfit she picked up!!??  Even if there was no surprise, my 
imagination was getting excited just thinking about it.  But 
then I had a surprise for her.  I had been increasing the 
intensity of my workouts, and had put on 5 lbs of muscle!  
Overall, I was looking pretty good...pretty good for me that 
is.  Like I said, I'm no Adonis, but I still got admiring looks 
from women at the beach.  And that's where I was headed, to the 
beach for my Saturday run.
     I got there about the time Bev and I would get there.  The 
sun was hot enough, and I left my shirt in the car, running in 
only my biker type spandex workout shorts.  I was running along 
and was approaching the parking lot where Bev and I would turn 
around.  As I got nearer to the picnic tables and bathrooms and 
little pavilion that marked the lot and park area, I began to 
notice a woman.  Now, I am especially embarrassed to say this, 
because after being with Beverly, I NEVER looked at another 
woman.
     However, this woman was a bit different.  It looked as if 
she was surrounded by a group of "inconspicuous" admirers.  You 
know the type, the guys who plop their beach blanket next to a 
pretty girl, or at least near enough for a good view.  We've 
all done it.  Hang out with the dark glasses on, pretending to 
read that magazine as we lay belly down on the towel.  But 
we're really watching that glowing firm body in that teeny 
bikini and poking a hole in the sand!
     Well, I can tell you, it was like a little feeding frenzy 
over there.  Probably six or seven guys drilling for oil!  As I 
got closer I could see why!  This babe had a body that wouldn't 
quit, every muscle cut like a fitness model...her deep tan 
showing off her tiny little metallic blue thong bikini.  Her 
smart, shoulder length dark red hair adding to the allure.  
Maybe I had been without sex for too long, but I just stared at 
her as I ran by.  I just couldn't help it.  I noticed her 
grinning face looking back at me.  Powerful, shapely legs 
propelled her upright, and she motioned for me to come over.  I 
looked around.  She was probably waving to her boyfriend coming 
out of the water.  Nope she was waving to me....did I know her?  
I started helplessly in her direction.  I admit, only to get a 
closer look at what was just an awesome, muscular, and athletic 
body!  
     "What's with that look, Leyven?  You never seen a woman 
before??" the woman said.
     My god!! The woman was Beverly!!!
     "I got back a little early, and decided to come out her 
and show you the surprise."  She flexed every muscle.  I 
couldn't believe her, she looked entirely cut.  Any 'extra' the 
was there before was gone, replace by sexy hard lumps.  I 
looked over at one of the oil drillers, a teenage boy behind an 
imitation pair of mirrored Oaklys.  I thought I saw his butt 
moving slightly up and down as a restrained grimace crossed his 
face.  Did the kid just cum in his pants at the sight of my 
girlfriend???      
     "SURPRISE!!!!"  Bev squealed with delight.  
     I was managing to keep my cock in check.  Bev leapt on me 
and wrapped both her legs around my waist.  I smelled the 
coconut butter oil she had rubbed all over her body.  The push 
up bikini top made her breasts into mounds which were an inch 
from my face, nipples erect with excitement. I felt what had to 
be the hardest flesh ever around my waist.  Beverly held one 
arm out and flexed her biceps again.  By god it was big!  I 
mean, bigger than mine!!!  A polished mound of power!! If there 
was any doubt in my mind as to who was the stronger between us, 
the sight of Bev's biceps that day put that question to rest.  
It was her, her and that peaking enormous....I looked past the 
muscle, and some pot bellied redneck was not even trying to 
hide the fact that he was staring any more.  The teenager was 
licking his lips over and over.  It was happening.  It was 
definitely happening, I couldn't keep it back any longer.
    "So you like it?"  Bev asked.
    I gushed a reply, but no complement would have been worthy.
    "You were my inspiration Cris.  For seven weeks I hit the 
gym like never before.  Yeah I had to do that other stuff too, 
and everything in Tampa went great.  But after work, every day, 
I hit the weights, ran on the beach......tanned myself at the 
pool.  Last weekend I even entered one of the amateur 
bodybuilding contests in St. Petersburg!  I won my weight 
class, but not the whole thing!  It was still such a rush!! It 
was even more of a rush when I thought of how you would react 
when you saw me again!!"
     Oh heavens. It was happening!! My dick was pushing past 
the chummer stage as she slid off of me, rubbing her powerful 
midsection against me, and went back to standing on the sand.  
I dove for Bev's towel in one of those moves where you sort of 
bend, sit and dive at the same time, hoping no one is looking.  
Beverly stood over me.  She looked at my crotch, and I knew 
that was all the encouragement she needed.  
     "I think my greatest improvements were in my glutes."  She 
turned.  The bikini string disappeared between her muscular 
cheeks.  One leg back, she flexed her ass.  Until that day, I 
had believed that the best glutes I had ever seen on a woman 
were on Mrs. Sanders.  Not anymore.  I knew the drill, and 
reached up and ran my hands over her dimpled, naked derriere.
     "So what do you think?"  She said, almost talking more to 
her harem of admirers than to me.  I heard one guy mutter 
"jesusfuckingchrist" as he gawked at the flexed mass without 
embarrassment.
     "Bev, I think you have the best body I have ever 
seen......"  I know that sounds lame, but it was true.  My dick 
was like a sausage in those black spandex pants I was wearing.  
Bev saw it and smiled at it like a trophy.
     Let me go off here for a second and say that having a cock 
is a great thing.  Now I'm sure that what I've got crawling 
around in my shorts is exceedingly mediocre.  I never checked 
other guys out in the locker room or any of that crap.  Non of 
my Fraternity brothers would ever confess to having less than 8 
inches.  True or not, my (measured by my girlfriend previous to 
Bev) just over 7 1/2 is nothing to brag about.  I'm sure some 
dude out there who has a fiver can be a better lover than me if 
he knows how to use it.  But the point is, is when it goes from 
the size of your finger to the size of a Polish Sausage in 
public, it's embarrassing.  Of course I happened to be going 
out with a woman who lived for such moments.  And judging from 
the erection farm around me at the beach that day, Beverly was 
on the top of the world.
     "Come on, we're going"  Bev said as she reached in her 
beach bag and pulled out a tiny pair of light brown cotton 
running shorts.  She pulled them on over her bikini.  As they 
sat in place, I noticed they were exceedingly tight around her 
buttocks, and almost loose around her waist.  Her butt muscles 
threatened to split the fabric they were so tight! Then she 
slipped on a pair of white leather clogs.  I can guess she what 
she was doing with the shorts, but I had never told her about 
how much I lusted after a woman in clogs.  I think she just got 
lucky.
     "Can we wait a minute.....I mean....." I said protesting 
nervously.  I did NOT want to walk across the parking lot in 
this condition.  It was about eleven, and everyone's cars were 
starting to pull in there.
     "Goddammit Leyven, don't piss me off....." she growled.  
"We're going."
     I just accepted the fact that I was going to do this.  
Seeing her in that outfit made my dick harder than ever.  Beach 
bag in hand, Beverly was yanking on the towel for me to get off 
of it.  I stood up.  It poked out until I adjusted it to the 
side.  What the hell.  I stood up straight, boner and all, and 
walked next to Bev as she led me to her car.  Mothers were 
hiding their children's wide eyes as they passed us going on to 
the beach.  One old lady burst out "My heavens!!" and kept 
staring at my bulge.  I never saw Bev strut like she did that 
day.  Developed shoulders back, muscles flexed, breasts proud.  
A man young enough to be her son walking next to her, with a 
painfully obvious full on erection in his pants.....all her 
property....all her doing...and at her command!
     One middle aged woman looked at Bev.  "Way to go, girl!"
     Bev stopped and looked at her and turned me around.  "And 
you know, I can make it get even larger..." she said 
emphatically as she ran a single finger up the underside of the 
length in my shorts.  I flinched  and moaned as a wave of 
pleasure ran through me.
    "Oh my!!" the other woman said as Bev pulled me away like a 
slave on display.
     We made it to the Porsche.  Beverly had this weird look on 
her face as she unlocked the doors to the car.  I dived in just 
as a group of teenage girls jumped out of a minivan next to us.  
Bev slumped into the seat next to me.  She was squeezing her 
thighs together and biting her lower lip.
     "Oh shit Leyven....I think I'm going to cum."  
     Her butt was out of the seat now, back pressed against the 
seat, hands hanging on to the side.  Her body was flexed in the 
strain of trying to hold back her orgasm.  I thought if she 
wasn't careful, she break the car seat, as hard as she was 
pushing against it.  Maybe she'd rip out of those short 
shorts!!  Somehow the orgasm didn't surface.  My woman friend 
trembled back to reality, took a deep breath, and started 
giggling.
      "Oh my god.....oh man....THAT was the SEXIEST thing you 
have ever done Cris.  I am SO sorry to do that to you, but it 
just made me so horney to see that lady's reaction to your cock 
poking through your tight little shorts!"  She started the car.
      "She was even younger than me, and she just gawked at my 
muscular body and my young stud with his raging boner next to 
me.  ALL the women were looking!  And back on the beach, I MUST 
have made that kid behind me cream his jeans AT LEAST twice.  
Oh god.  I'm starting to get worked up  again just thinking 
about it!"  
     Beverly continued to carry on about the mornings events as 
we approached my Jeep in the first parking lot.  She dropped me 
off, and was going to get some things at the store, then pick 
me up at my place.    I had little doubt that we were going to 
her house for the best sex I would EVER experience!  My dick 
was still hard.  Bev's "new" body was amazing, something out of 
a fantasy!  Yes she had a strange fetish for seeing me get hard 
in public, but she handled it in a way that seemed to make 
those other women envy her rather than be disgusted.  Oh how I 
could hardly wait to worship that physique!
     I pulled into my driveway and then got a feeling that made 
me sink.  Duane's car was in the drive....Bev's old arch enemy.  
I couldn't have that stupid fuck ruining my soon to be perfect 
day.  I opened the door.  Marc was sitting on the couch, big 
plastic Pepsi cup in hand, TV on, and sniffing through some 
magazine.
     "Where's Duane?"  I demanded.
     "Taking a dump, I think.  Why, dude?  What's up?"
     "Bev's coming over.  I don't want him calling her 'mom' or 
anything like that.  You wouldn't believe how hard I had to 
work to unscrew that remark last time"  I groaned.
     Duane's annoying voice echoed in the hallway bathroom.  
"Oh goody!  Is your 'mommy' coming over?  I can't wait!  When 
is 'mommy' coming over?"
     I was seeing red.  I charged into the bathroom.  The room 
was filled with stench and Duane was parked on the toilet.  I 
grabbed him by the hair and restrained his other hands from 
defending himself.
     "Listen you fucking brat.  All's you have to do is behave 
for one fucking minute when she comes over to pick me up.  Got 
it?"  I was screaming at him.  I was probably all worked up 
from this morning too.  Normally I would have never behaved 
like that.  Marc was standing at the door, looking at me like I 
was the boogey man.
     Duane looked was also shocked, but I could tell he was 
pissed.  "OK, OK man."  He grumbled.  " I won't call her names 
when she comes over.  Now take a hike so I can finish taking a 
dump."
     I headed for the shower.  I climbed in, and my head was 
spinning.  Yeah Duane was jerk, but he didn't deserve that.  
What would happen if we ever got into a fight?  We were so 
evenly matched in sports...but what would happen when it got 
serious?  Would I have to get serious when Bev came over, if he 
didn't make good on his promise.
     Duane opened the door to my bathroom and called in,  "Hey 
Cris, 'mommy's here!"
     "Goddamit Duane.  Cut that shit out.  I swear to you, if 
she hears that, there will be a fucking fight....roommate or 
not!"  I was livid.
     Then I heard what made me sick.  It was Bev's voice 
calling from the living room.  "Just get back to showering 
Leyven.  I can take care of my self."  
     I emerged from the shower, dripping and furious, yelling 
threats at Duane and apologizing to Bev.  Bev flexed over to me 
and led me by the ear back into my bathroom.
     "Just get back in there.  I can take care of myself."  she 
growled.  I went back to the shower.  What happened next is 
Marc's account of things, as he watched everything unfold from 
his seat on the couch.  I knew better than to be a knight in 
shining armor for Bev when she gave me that tone.  If I came 
out before the situation was resolved, I'd never hear the end 
of it.
     Bev left me in the shower and marched out to confront 
Duane, who was in the kitchen fixing a sandwich like nothing 
happened.  Typical Duane.  Typical idealistic journalist.  They 
think they can say whatever they want, no matter what the 
consequences.
     Bev leaned on the other side of the counter.  "What is 
your problem?  Do you not know my name....it's Beverly.  Is it 
too much to ask to call me that??"
     "Look, lady.  I can call you whatever I like.  It's called 
freedom of speech."
     "Well, Duane.  I wouldn't want to take that away from 
you....but maybe I'm just asking for a little respect.  Do you 
think I would get that respect if I say, beat you at arm 
wrestling?"  Bev asked.
     "Yeah, maybe.  But it would never happen, I don't care how 
many muscles you have, no old lady will ever beat me at arm 
wrestling....mom."  Duane taunted.
     "Come on then, big mouth..."  Bev set her arm on the 
counter.
     Duane responded to the challenge and took her hand.  
"Don't come crying to me if you loose, mom.  But if you win, 
I'll call you by your name..."
     Marc was apparently on the edge of his seat watching this.  
Bev's back was to him, and he confessed to watching nothing but 
Bev's glowing muscular legs and ass, well displayed in those 
impossibly tight hot pants she was wearing.....until Duane said 
"Go!".  Then he confessed he couldn't take his eyes of her 
biceps muscle which flexed to attention as soon as Duane 
started pushing.  
     "Well, come on Duane, is that all you've got?"  It was 
Beverly's turn to taunt.
     Then Duane pushed with all his might and brought Bev's arm 
to about a 45 degree angle.  He was straining, but couldn't 
move it any further than that.  Then, Bev, as if it was no 
effort at all, moved her opponent's arm back to the vertical.  
Duane was straining with everything he had, obviously trying to 
resist what was inevitable defeat.  Then without so much as a 
grunt, Bev slammed his hand down to the counter, but she didn't 
let go.
     "OK, asshole, what's my name?"  She snarled at Duane.
     "Fuck you, you steroid bitch.  I don't have to do anything 
you say.  Let go of my hand!"
     But Bev didn't let go.  Instead she pushed it behind his 
back, grabbed his other one, and held it firmly.  "First off, 
Duane, I don't use steroids.  But I'll say you are turning me 
into a real bitch!"  With that she kicked his feet out from 
under him and pushed him face first into the ground, his legs 
and feet on the carpet next to the couch, his chest and face on 
the kitchen linoleum.
     Duane was struggling violently now, but Bev climbed on 
him, one muscular leg on his back, the other at his side, where 
she used it to pin the arm that wasn't behind his back.  With 
her free hand she grabbed Duane by his hair and lightly bonked 
his head on the floor.
     Marc confessed he couldn't move due to the big erection he 
got watching Bev deal with Duane so easily.  Especially given 
the fact that all she was wearing were a teeny pair of tight 
shorts (that looked like they might split at any second), a 
bikini top and those white leather clogs.  
      Marc Confessed to me years later.  "It seemed like every 
muscle on her body was made of steel....it was so oily, 
powerful....sexual.  It was like nothing could stop her!! I 
mean Duane was a pretty big guy, and Beverly handled him like 
he was some 98 lb weakling!  Man, Cris, I jerk off even today 
just thinking about that time when she put Duane in his place"
     Duane was screaming curses and started crying.  He was 
really struggling.  Bev just sat there, playfully bonking his 
head on the floor, and saying things like:
     "Hello?  Is there anyone in there?  Duane can you hear me?  
What's my name Duane?"
      About this time, I guessed enough time had gone by, and, 
having NO idea about what was going on, walked out of my room.  
I saw the scene, just as Duane, realizing he was outmatched, 
said Bev's name through his tears.  I can tell you that my 
boner was almost instantaneous.....seeing my woman friend's 
muscles easily dominating a guy I wasn't sure if I could handle 
myself!!!
     "Well, that settles it.  You're free to go."  Bev 
exclaimed as she climbed off the guy.  Duane just headed 
straight for his room, blubbering like a kid who had just got a 
spanking, and slammed the door.
     Duane, years later, confessed:  "I went in there and beat 
off for like six hours.  I couldn't believe how strong she was, 
how muscular she had become.  I never thought that was sexy 
until the day I saw that her biceps were probably bigger than 
my own, until the day when she kicked my ass."  For the record, 
Duane has matured a bit and still apologizes for being the way 
he was.  But I think Beverly started him in the right 
direction.
     So Bev and I jumped in the Porsche and went over to her 
place.  The fact that my cock was erect after seeing her defeat 
Duane got her even more worked up!  Just watching her slowly, 
seductively peel off her short shorts and walk to the bedroom 
in that bikini....her tanned body erupting with muscle caused 
me to cum right where I was standing, spurting my load into my 
shorts.  This excited Beverly so much that she orgasmed right 
in the doorway, flexing and writhing in the door frame, moaning 
loudly as she soaked herself.  It was one of the most 
incredible sights I had ever seen!  The other most memorable 
event of the weekend was Beverly bench pressing me (180lbs) 
naked!
     When I got back home at the end of the weekend, Duane was 
not talking to me, but the other roommates were asking me non-
stop about Bev, her workouts, what she was like in bed, etc, 
etc.  No longer was I the butt of household jokes, but the 
object of admiration.  Duane's ego was smushed!  I was actually 
a little worried about the guy, and I wondered if being beat up 
by a woman hadn't caused some permanent psychological damage, 
beyond the bruises he had on his face.  But Bev fixed all that 
a couple of days later when she asked me out for a very unusual 
Wednesday date.
     I remember very clearly that we were all sitting around 
the TV, watching movie on TV called "Blade Runner."  I won't go 
into what it was about, but if you've seen it, the story 
becomes a little clearer.  Also, I should mention how the 
chairs were arranged in the TV room.  Everyone had their own 
chair, and nobody sat in anyone else's chair.  The TV room was 
in a sort of lower level, but only by about a foot.  Dave and 
Marc shared the couch centered on the TV, and Duane sat next to 
them.  Next to Duane was the "guest swing", an old porch swing 
which we strung from the ceiling, specifically for our guests.  
Due to my frequent fidgeting and low attention span for TV, I 
was banished to a spot sort of behind and to the side of 
everyone, and up on the next level.  I could see everyone and 
what they were doing, but they mostly had their backs to me.  
OK, enough of that, but try to picture the room.....because Bev 
is at the door to pick me up for our date!
     When I opened the door I couldn't believe what she was 
wearing.....that tiny tight leather micro mini skirt!!!!!!!  Oh 
finally!  Oh at long last!  Her legs were smooth and glowing.  
A matching leather jacket and some sort of white blouse covered 
her top half.  Her shoes were black high heels, but they were 
open toe, and the sides were cut away, leaving two straps over 
the top of her feet that went up wrapped around her ankle.  The 
heels were not pointed, but about 1 inch square at the bottom, 
and 4 inches or so high. 
     I was nearly athsmatic with lust.  She was giggling.  I 
started for the door, but she heard the TV.
     "Oh, hey, is that 'Blade Runner'?  I just LOVE that 
movie!"  She made her way to the TV.  There was only one dim 
light on in the kitchen, so it was mostly the TV light that 
illuminated her shapely form as Bev paused to stop in front of 
everyone's popping eyes.  No one complained that she blocked 
their view.   She stood there long enough to ensure that the 
six other wide eyes had ample opportunity to ogle her "new" 
physique wrapped in that oh so tight leather mini.
    "Have a seat, Cris.  Let's watch this for a second."  She 
said flexing over to the guest swing.  I obeyed and sat in my 
chair.
     Flexing was the only way to described how Beverly moved 
anywhere since she came back from Tampa.  The undeniably 
massive bulges in her legs boiled and rippled whenever she 
moved.  Effort or resistance was no longer required for her 
body's muscles to jump to attention.  She just moved an arm or 
a leg or a shoulder....then the mountainous landscape on her 
skin responded with instant eruption.
     Beverly slid on to the swing and removed her jacket.  She 
had on a spaghetti string white silk top....stretched tight 
across her braless chest.  I watched the others, especially 
Duane.  Marc was already shifting around on the couch.  Dave 
too.  Stealing glances at they as they changed positions to 
conceal their excitement.  I saw Duane look out the corner of 
his bruised face.  How could he help himself???
     Beverly's legs were smooth and shiny, like the first night 
she had showed them off to me.  Her thick thighs pushed their 
way out of the small slits on either side of that already tiny 
skirt as she crossed them.  The top part of her thigh draped 
over her other leg, while her hamstring hung down as relaxed as 
Bev's hamstring could get.  The bulge of that mighty quad 
formed a line all the way down to what must have been the 
bottom of her ass...whose hardness threatened to squash the 
wood seat that pressed against it!!  Her calves were flexed 
into monstrous proportions by the high heels, a sight I had not 
witnessed since she got back from Tampa.  
     "Hi fellows!"  Bev said merrily.  Both Marc and Dave 
answered back, if nothing else but to look at her.  Duane said 
nothing.  Bev leaned over and looked up at him.
     "Hi Duane."  she said as pleasantly as possible.
     "Hi Beverly." Duane answered back quietly.
     "Ohh, here let me take a look at that.  I'm so sorry.  I 
really didn't mean to hurt you that much."  Bev said reaching 
for his bruised face, but Duane pulled away. 
     "OK, as you like it."  Bev said settling back into her 
seat.
     Then, as if to stir the pot a little, she began to push 
the swing back and forth with the one leg that was on the 
floor...draping her strong arms on the back of the swing and 
pushing her thinly covered breasts out to the viewing audience!  
Beverly's body slowly flexed and bulged, the swing squawked and 
squeaked in rhythm to her movements.  You could have cut the 
air with a knife!
     There Beverly sat, watching TV with indifference and 
satisfaction,  knowing she controlled every erection in the 
room.  Of a woman who knew she was easily the physical superior 
of the four young males who were shifting about nervously in 
the presence of her exposed gym toned physique.
     It was toward the end of the movie, and Harrison Ford is 
tracking a female android into a building, played by Darryl 
Hannah.  
     "Ohhhh!  I just love this part!"  Bev says leaning forward 
in the swing.  
We all glance over at her.  Each movement means a new muscle 
has come to life! 
     The android surprises the Blade Runner and manages, like a 
gymnast, flip up onto the Blade Runner, his head between her 
thighs.  She is going to crush him, but somehow he gets away.  
He manages to shoot her before she can try again....then a 
commercial came on.
     "Duane, put your hand on my thigh."  Bev said as she 
uncrossed her legs and extended the one nearest Duane.  Duane 
hesitated.  Bev took his hand and gently placed it high on her 
thigh, almost to the slit on the mini.
     "Duane, do you think that Harrison Ford could have escaped 
if I were that android...with these legs?"
     Duane, and everyone else, was focused on that gleaming 
pillar of muscle outstretched for them to see. 
     "I guess not, I mean your legs are pretty strong."  Duane 
replied sheepishly.  
     "You GUESS not??!!"  Bev retorted in a scene that was 
becoming familiar to me.  One that was making fluid leak out 
the head of my throbbing cock at this moment.  I looked down to 
noticed a small stain on my pants.  I looked back.  Bev flexed 
her thigh and calve to unimaginable heights, the muscles 
hulking beneath Duane's trembling hand.  Marc and Dave were 
just staring with abandon now.
     "Go ahead, give it a good a squeeze.  See if you're sure 
about that, Duane."  Bev said in a nonchalant tone.
      Duane took the opportunity and reached over with the 
other hand to cup her lumpy, tanned thigh and squeezed.
      "Yyyyyyou could have.....crushed his skkkkull with these, 
Bbbeverly."  the boy stammered.
      "Oh, yes definitely.  OK Duane, you can let go of my leg 
now."  Bev said as she lowered it to the floor.  Duane hung 
onto it until it reached the seat, and reluctantly let go.
     Beverly then got up, stretched (!!!) and smoothed the 
leather (which had climbed up enough to reveal the lower part 
of her ass!) back over her powerful, perfectly shaped behind.  
She slowly walked to me as if she were going to sit in my lap.  
But as I reached to receive her, she took my hand and yanked me 
out of the chair like a rag doll!  I stood up, boner at full 
attention and hunched over.
     "Jesus friggin' chirst, Leyven.  Stand up straight."  she 
said forcing me erect.  "You probably have a larger cock than 
any of these guys.  That is certainly nothing to be ashamed 
of!"
     Bev dragged me into my bedroom, pushed me in, stood at the 
door, flexed her leg and biceps for her other wanting admirers, 
and shut the door.  I was practically tripping out of my cloths 
as she stood watching me, hands on her hips with a wolfish 
grin.  When I was naked she descended upon me with a fever.  I 
put my hand up her inner thigh and found that she was naked 
beneath the leather mini!!  I frantically struggled to push it 
up over her huge thighs, high enough to properly worship her.  
She squealed with delight and fell back onto the bed.  I swear 
we went at it, off and on, for  the entire night, very 
noisily!!  It was absolutely great!  
     Outside in the TV room (I later heard) three guys sat and 
listened to us until Duane finally just admitted he was going 
to his room to masturbate, and left with a big bulge in his 
pants.  Soon after, the others scurried of to their rooms, 
probably with the same intentions.
    Bev, I can imagine, proudly drank it all in....three 
additional young cocks simultaneously paying their homage to 
her superior physique throughout the night.
       

EPILOGUE:
     Well I feel as though I owe you some sort of conclusion to 
all this.  After all, I've dragged you through pages and pages 
of what I feel was a gift of a sex life!  And a love life 
beyond compare!!  Me and Beverly eventually married!  Yes 
that's the happy news.  I can assure you that that she was just 
as incredible for the seven years that we were together.  I was 
always inspired by her body, and she, well she was always 
inspired by the lustful glances men gave her, and the erections 
she coaxed up by showing off her muscles to them!  
     She certainly seemed indestructible, and she was always 
kidding about how she was going to outlive me.  I wish it could 
have been that way.   So now I sit around and occupy my time by 
putting pen to paper.  Writing down these accounts and 
fantasies.  Trying to figure it all out.  Occasionally I'll 
pull out one of the many pictures I have of her...posing on the 
beach in her tiniest bikini, or the pictures of her in that 
little leather skirt that she would leave me with when she went 
away on business...and think about touching her muscular 
physique again.  But those are for private viewing!...
 If you are reading this, you may think me a bit strange for 
writing such explicit things about my wife.  But wherever she 
is, I'm sure she is looking down (or up) at you reading this.  
If you got excited thinking about Beverly's exploits, nothing 
could mean more to her!