LuAnn’s Surprise part one By hud01 at mb1979one@hotmail.com Please send me your comments. Constructive criticism is appreciated In this story the entire muscle and sexual dynamic is thrown for a loop. As always, there is strong sexual content in this story and some twists this time A few months after my surprising overpowering and humiliation at the hands of the sixteen year old Kelly, I was resting in the living room watching TV. The phone rang, I heard Megan walk over to the phone in the kitchen and start talking to whoever was calling. After a few minutes I heard the conversation becoming more animated. I got up, drifted over to her and start to listen in. "I know we haven't been over, we have been so busy. Ok, I know school is out. I know we don't have any more excuses. Yes we'll be there on Saturday morning," I hear her say in slightly exasperated voice. Finally she hung up the phone. My curiosity was piqued. I gave Megan a look. She sighed and said, "That was LuAnn. She is mad she hasn't seen us and wants us to spend the weekend at her house. I couldn't say no. We haven't seen her in over six months and she is my best friend." I knew she was right they had been the best of friends since they were in grade school, but I had a knot in the pit of my stomach. Since I had arrived, every time we had gone over to the small dynamo's house, I had been embarrassed and/or humiliated. In the end I always ended up having massive orgasms with the miniature bulldog, but the manner in which they occurred usually left me questioning all my values. The eventful day arrived. We woke in our bed. Megan rolled over and looked me in the eye. "What's the matter honey?" She queried me. "Oh nothing" I said. I wasn't a very good liar and she knew what was bothering me. Before I could react, my Amazon woman was laying on top of me pinning both of my hands over my head with just her weaker left. With one hand free, she began to tickle my thin ribs. Against my will I began to giggle. "What's wrong?" she kept asking. Unbowed, I refused to answer. Changing tactics, Megan moved her hand lower. Soon my resting cock was firmly in her grip. My stomach was beginning to bear the brunt of her thick body. Shifting positions, she rolled off of me while keeping my hands and expanding cock under control. Slowly Megan alternated pulling and elongating my thickening cock. I was always amazed at the length my cock would stretch when she pulled on my spongy tube. My amazing girlfriend would pull the soft head towards her sometimes longer than my erect length. Her efforts were having the desired effect. My fat cock filled out in her muscular hands. Seeking release, I try to fuck her hands now that she had me fully erect. Suddenly she gripped my throbbing pole with both hands and squeezed. All motion stopped. She had me completely under her control. A little harder and I would have been in pain. Megan knew how much of her immense strength was needed. Looking up at me she said while tensing her hands just a little more, "now are you going to tell me what is bothering you? You realize that you won't get what you want until you tell me." I tried to hump her hands. She squeezed even tighter halting my weak attempt. Seeing the futility of my resistance, I open up, "you know ever time we go over to LuAnn's I get humiliated. She makes me feel so inferior" Nodding her head knowingly Megan replied "I know she can be overbearing. She was always so small and until we got into gymnastics, weak. The girls and guys used to pick on her. I guess, now that she is so powerful, she is getting back at the world. You have to admit that she gives you some of the most intense passion and sex you have ever had. Don't forget about the one time you pounded her ass until she passed out." I had to agree with that. It was one of the most satisfying sexual moments of my life. Stretching her tiny hole with my massive cock was one of the most remarkable sexual occurrences of my life. My cock twitched at the memory. Looking lovingly down at me Megan grinned and said "I guess the monster remembers." Sliding her thick legs over mine, I was being straddled by my powerful girlfriend. Slowly she rose up sliding her flowering pussy lips along the underside of my cock. Positioning the small opening on top of the deep purple head of my stalk, Megan pushed down and started the passage into her perfect body. A slight moan escaped her lips when our pubic bones meet. "God that feels so good," she said to me. I am so filled. I love the feeling of your thick cock inside of me." Her dirty comment increased my stimulation. I attempted to thrust against her. Megan quickly placed her strong hands on my weak shoulders her legs wrapped around mine. My dominant girlfriend quickly immobilized me. Looking down she said, "don't do anything honey, this is my treat." With that I felt the strong muscles of her pussy begin to milk my expanding shaft. Bringing her hands off of my shoulders, she began to pull on her nipples. Megan increased her movements, her eyes rolling back in ecstasy. The potent body of my sexual superior rocked forward and back in rhythm with the amazing internal spasms of her cunt. Her eyes began to close until they were two small slits. Her lips inflamed with passion. I couldn't hold out much longer. Right then her pussy clenched to a point where my cock was almost in pain. She let out a long low guttural moan as she came. I followed right behind shooting my thick seed deep into her magnificent body. We both collapsed down into the bed. Minutes passed and Megan rolled off of me, a loud pop emanated from our groins as my soft, but still thick cock was released from her powerful body. Looking over at me, she said "god that was nice and you almost blew it because of your fears." I nodded at my lovely girlfriend and said" I know you are right. I'll try to be better about sharing my fears." Smiling at me while she pulled me tight into her strong arms Megan responded "I'm always here for you baby." I laid there with my beautiful girlfriend for another half an hour basking in the joy of our togetherness. Looking over at me Megan smiled and said, "Honey, we need to get going." I replied, "Yeah, I guess you are right." We headed towards the bathroom to get ready for the day. After showering, separately to avoid any more delays, we dressed in shorts and t-shirts. Megan filled her shirt out in a muscular manner I would never hope to achieve. The fabric of her shirt was stretched tightly around her huge arms. The cloth had no choice but to expand with her movements. My shirt hung loosely around my thin appendages. Bringing a small overnight bag, we headed out the door and to the car. I let Megan drive, as I was too filled with fear and trepidation to get behind the wheel. The ride was short and easy. We pulled into the driveway of LuAnn's house and walked to the front door. Megan rang the doorbell and the short muscular dominator answered immediately. I gasped at her presence. She looked even larger than the last time I had seen her, if that were possible. With every movement muscle popped out of everywhere. She gave Megan a firm hug pulled my girlfriend's head down and kissed her in a way that you would expect only when long lost lovers kiss. Their tongues danced in and out of each other's mouths for what seemed to be an eternity. I stood there for a minute hoping that she would forget about me. That was not to be the case. They broke their kiss and LuAnn looked over at me. "Allan," she cooed "how are you doing?" I was confused, she was acting nice. LuAnn brought her large arms around my chest. I braced for the power, even so I could not believe the ease in which her arms completely overpowered my thin chest. She never tried to squeeze as far in as might have been possible, instead she kept my lungs functioning. "Psst," she whispered to me, "lean down," she asked while pouring on a little more power for emphasis. I did the only thing I could and obeyed. "Don't worry" she said to me in a soothing voice, "I won't hurt you. It's been six months and I haven't found a cock like yours and I'm really horny. I hope you are ready to use your only real muscle" "The only thing I have to decide is, do I take you from Megan, or just borrow you." The later comment brought a chill to my spin, the former brought blood to my thickening cock. She was so strong and beautiful my libido overrode any fear. LuAnn put her hand behind my neck pulling my face into hers and kissed me with a strength and passion that caused my cock to begin to rise above my belt. She felt my pole prodding her thick abs and released me. Smiling she patted my firm cock lightly and said to me "not now, I have plans for you later." We entered the living room. LuAnn gestured as she proclaimed, "Megan, Allan, I would like you to meet my sister Becky and her boyfriend Robert." I looked over at the couple. They didn't seem to be matched. She was a very pretty girl. Long brown hair and tan limbs. You could see that she worked out. The muscles in her arms and legs were long, lithe, and powerful. Traces of her veins could be seen lying at the ready under her skin. She was not big or bulky like Megan or LuAnn, but she had an athlete's strength and grace to her. Her boyfriend on the other hand looked like he had never exercised in his life. He was pale and thin with little life in his eyes. He looked even weaker than me. LuAnn told us to get more comfortable as she went upstairs to change. When she walked away I got my first full look at her body. She was huge. We hadn't seen her in over six months and there had been a definite change in her already massive physique. When she came back down in a tiny red candy stripe bikini I swallowed hard. She was ripped and had more mass than I had ever seen on a woman so small. Muscles exploded everywhere. She easily looked as big as Megan. Knowing this girls proclivity towards humiliation I was getting uncomfortable. LuAnn prodded us to get down to the same state. Even Megan took her time removing her shirt. I was absolutely dumfounded as I raised the t-shirt over my head to reveal my scrawny chest. The only solace I took was that Becky's boyfriend skinner than me. Once we were all down to our bathing suits, LuAnn motioned to Megan and said, "I've been working out harder," She raised her immense arms and flexed them in the classic pose. Her arms burst upward. Muscle rippled on top of muscle. Her biceps had been big on a small girl. Now her arms were huge and dominated the room. Her enormous arms would look big on a large girl. "Megs, lets arm-wrestle. It has been so long since I have seen you. Nobody around here gives me any kind of challenge," she stated. LuAnn pointed to a coffee table in the center of the room. They sat on opposite sides. She must have been ready for this, as on her side she had a small pad which made their hands equal height. Without delay they locked hands. LuAnn looked over at me and said "you start us." I walked over and put their arms in the starting position. I pulled back my hands and said go. Immediately they pushed with all their power. Both arms jumped in size. I swear LuAnn's biceps were bigger than Megan's and definitely more defined. The peak in her arm was tremendous you could see the two heads of muscle on her arm rising and separating. It looked like each one was as big as Robert's entire bicep. In spite of my best attempts to avoid it, the size and power in her arm was causing a rumble in my bathing suit. The titanic battle continued. One girl would gain a small advantage and then the other would bring her right back to the middle. I looked a Megan and saw the veins in her arms pulsing to the surface. Then I looked at LuAnn's arms and saw the same picture. These two Amazons were battling for supremacy. A sheen of sweat began to coat Megan's thick body. LuAnn looked cool and confident. Three, four, five minutes passed. Their arms were shaking from the effort. Neither girl wanted to give. I thought that at the end of this, I might be able to beat them, as they had expended so much energy. Finally the un-thought of began to happen. I had kept Megan away from the gym for too long and it started to show. Slowly, but definitively LuAnn began to move Megan's arm toward the table. There was nothing left in her tremendous arm. Finally with one last burst, LuAnn pushed the arm of my muscle goddess to the table. LuAnn was almost too worn out to rise, but you could see the glow of triumph on her face. "Yes," is all she managed to say. Megan just sat there in disbelief. "When did you get so strong?" is all she could muster. "I have been working out three to four hours a day for the last six months, just to see if I could do this." She said in a superior voice. Megan just sat there shaking her beaten arm. Glancing at me LuAnn declared, "now that I am the strongest, I want to see one thing. Allan, Robert, now it is your turn. I want the two of you to wrestle. The loser and his girlfriend will have to be the slaves to the winner and his girlfriend for the entire weekend." "What if we don't want to?" I asked as both of us looked at her in shock. "Then you get these," she said emphatically as her rejuvenated biceps exploded. I had no doubt that she would make good on her threat. She had just proved who the strongest one in the house was. I knew I had little choice. I had some comfort as Robert was even thinner and smaller than I was. Reluctantly we walked out in the yard. Megan was still smarting from her first ever defeat, but she whispered words of encouragement. "You can get him. Go low and lift him off the ground. He can't weigh more than a hundred and twenty-five pounds." Once out in the yard. LuAnn challenged us. "Ok you two. We know you are the weakest in the house. Now it is time to find out who is at the very bottom." We circled each other trying to find an opening. Finally I went for it. I dove at his legs. My arms wrapped around his knees. I pulled back as my shoulder went into his crotch. Robert winced in pain. I went forward and he fell backwards. Reacting quickly he turned on to his stomach as he attempted to crawl away. I grabbed one of his legs and pulled. He went flat. The strong women were having a field day watching the two weakest members of the house battle it out. Megan and LuAnn had gotten over their earlier encounter and were leaning over each other laughing at our weak attempts. Becky jumped on her sister's back wrapping her legs around LuAnn's waist. She began shouting encouragement to her boyfriend. "Come on Robert you can't lose I don't want to be a slave." With the exhortation from his strong girlfriend he made a renewed effort and managed to escape my grasp and get back to his feet. I was confident that I could take him and I continued to press him. He made the mistake of reaching out with his right hand. I grabbed it and yanked him towards me. He flew by and as he did, my arm snaked around his neck. I had him in a chokehold and he couldn't break away from me. To add more pressure, I jumped on his back wrapping my legs around his bony ribs. This put the girls in hysterics. "It's about time the boys did some carrying" Megan said through her laughter. Even though I was in control, I was finding no humor in this. In less than a minute Robert could not hold my weight and began to slip to the ground. I tightened my grip around his neck as he began to wheeze. He flopped to the ground, with my body lying on top of his. I wrapped my legs around his, immobilizing his lower body. I had him now and he knew it. "No more" he said. "I give up." We stood up and shook hands. Once he got his breath back naively he asked, "What the hell was that in your pocket. It kept sticking in my back." The girls had conditioned my body to think of all physical activity as being a lead up to sex. The intensity of the battle added to had aroused me a bit and my cock had inflated enough to be noticeable. LuAnn squealed at the comment. "Oh boy you don't know what you have gotten you and your girlfriend into do you." He looked puzzled. She then said to me, "Drop them Allan and let the two slaves see their prize." I was not fully hard, but engorged enough that I was not in the mood to share. "Now!" LuAnn demanded. Knowing the possibly consequences I slowly lowered my suit. Becky gasped and muttered "Holy shit! I can't believe it, she wasn't lying, you are huge." Robert could only muster "Oh my god." I was probably at eight inches and hanging down. LuAnn came up behind Robert and yanked his suit down. "Let's compare" she announced. He was still soft and probably only showed two to three inches, at most. Becky finally spoke up abut the inevitable comparison, "Damn Robert he is bigger now than you are hard", she declared as she walked over towards me. The difference was humiliating for the losing combatant. Robert blushed and hung his head. He knew what she said was true. Not only was he weaker, but he was staring at a cock which in only a semi hard state was significantly larger than he could ever hope to attain "He lost," LuAnn stated, "so it is your responsibility to take care of that monster." With that she placed Becky's right hand on my cock and used her strength to encourage Becky to stroke my growing member. LuAnn's beautiful sister was having trouble believing what she was holding. "God this feels so amazing. I have never seen one this big, let alone stroke a monster like this." she said to no one in particular. Her statements were having a positive affect, as my cock began to grow further and rise up. Soon I was at full attention. My ten and a half inches was pointing straight out for all the world to see. LuAnn pulled Robert closer. "Here feel what a real man's cock is like" she said as she guided his trembling hand to my stiff meat. "Oh my god" he mumbled again as he tried to wrap his small hand around my thick tube. He couldn't even capture my circumference. LuAnn manipulated his weak arm making him to stroke me, in concert with his stunning girlfriend. Their combined efforts were bringing me closer and closer to the edge. My breathing got shallower, my eyes became slits. LuAnn noticed this and put her strong hands on the weak man's shoulders bringing him down to his knees, the alpha female said as he descended, "You are the loser and his slave for the next two days. I think it is time for you to show him how much you think of his massive and beautiful cock." On his knees Robert's mind was swirling with confusion. Up until a few minutes ago, he had never even seen another man's hard cock. Sure he had seen soft cocks in the showers at school and had viewed many massive erections on video. This was different. Here right before his eyes was a tremendous dominant cock, only inches from his mouth. With her statement, LuAnn put her hands on his jaw, pressed inward forcing his mouth open. She took one hand away and grasped the back of his head. Forcefully she pushed him toward the huge erection in front of him. With no choice in the matter, Robert's thin lips slid over the enflamed head of the pulsing cock. Robert thought about resisting. He knew it would be futile and possibly painful. Once LuAnn began to assert her power, he knew that it was inevitable and acquiesced to her superiority and opened his mouth to accept the huge pole passing along his lips. He was surprised by his feelings, although not a masculine man, he had never had thoughts of other men, he was strictly into women. For some reason, against his norm, he was enjoying the sensation of Allan's beautiful cock. Robert was amazed at the soft spongy feeling of the wide head as it passed through his lips and on to his tongue. That was immediately superseded by the thick hard shaft of the immense pole. Before he could experience any more emotions, LuAnn brought him back to reality. "You better do it good, or you will answer to me," she remarked as she gave his shoulders a firm squeeze. The unintended effect was to induce his mouth to open wider as he attempted to yell from the pain. A couple more inches of the stiff shaft entered his small mouth. I was enjoying being on the other side for once. Taking the lead from LuAnn I placed both of my hands behind his head and pulled. I forced his head forward causing him to take in more of my long cock. Robert tried not to let anyone know he was actually starting to enjoy the experience. Here he was on his knees worshiping a cock that was easily larger than the cocks of most of the porn stars he had seen in video. This masterpiece came out a small slight man, only marginally bigger than he was. He couldn't believe how full his mouth was. Eventually the fat head reached the opening to his throat. The small passage could not stretch wide enough for the flared head to pass through. He had less half of it in his mouth. The pressure against the opening to his throat caused him to begin to gag. I eased off a bit and let him control the pace. His tongue began to dance against the underside of the thick cock lodged in his tiny mouth. During this whole time his girlfriend continued to stroke the bottom half of my shaft oblivious to everything else around her. Becky's eyes never left my cock. "Feel his balls" Megan said to the mesmerized girl. She took her free hand and held them up like she was weighing them. "God even these are huge" she said in awe. All this attention was more than I could take. I resumed control with my hands on either side of his head. I picked up the pace at which he was moving. I asked Becky to stroke harder and faster, she was more than willing. As her speed picked up my balls began to contract. I was ready to shoot. Robert had no idea of what was about to happen, his attention was focused on pleasing the incredible cock he had securely in his mouth. I pulled his head back so only the spongy purple head was in his mouth. My grip tightened so he couldn't move. His tongue swirled around the fat throbbing head. The first hot rope shot from my cock. Shocked by the force of the blast, Robert attempted to pull away. LuAnn saw this coming and came behind him, her massive thighs keeping his head in place. She reached up and kissed me locking him between us. Stream after stream of hot sperm shot out the end of my cock. Robert finally relaxed and worked his tongue along the underside of the massive shaft pulling the thick juices out. He was amazed by the taste and consistency. The subservient man had read all the porn stories about the sweet salty taste and was surprised at how accurate the stories had been. The flavor was also much milder than he expected. Finally, his mouth full of cum, he managed to pull away as the last two or three blasts landing on his cheek. Becky laughed at his predicament and said, "Those last spurts were as much as you came in total last night." She opened his mouth and looked in at the huge load sitting in his mouth. LuAnn came up closed his mouth and said "swallow it all." Fear crossed his eyes and you could see his Adam's apple move as the cum slid down his throat. He choked a little at the amount, but managed to keep it down. The only thing that was confounding him was the thickness of the juice. It coated the inside of his mouth and no matter how hard he tried to swallow it all, some remained in his mouth. Finally able to speak, he mumbled "can I have my beer please?" "Here you go honey," he looked up appreciatively, only to see the voluptuous Julie handing him his Guinness. God he thought, now everyone has seen his humiliation. Becky bent down and licked the remainder off of his cheek. "Mmm, this might be fun after all" she cooed. She turned, placed her lips over the head of my cock and squeezed the last few drops out. The strong brunette stood up, faced me and placed her hands under my ass. Instinctively I put my arms around her neck. Lifting my legs up I wrapped them around the waist of the slender and deceptively strong woman. "Time to get you cleaned master" she giggled as she walked me towards the house. Her beaten and humiliated boyfriend was left to drag himself in, while the master rode like a king in the strong arms of the woman who was to serve him for the weekend. When we reached the bathroom, Becky put me down and turned on the shower. Once the room steamed up, she put her arms between my legs and lifted me into the shower. The attentive girl did a masterful job washing my entire body. She paid particular attention to my recovering cock. By the time I was clean, her stunned boyfriend had reached the bathroom. He stood in the doorway a solitary beaten figure. The powerful beauty gave up on the soap. She rinsed me off and got on her knees. Hungrily she took my rapidly expanding cock into her small mouth. The vision of her lips being obscenely stretched around my cock brought me back full staff. Looking over at Robert, I thought I could see a small bulge begin to grow in his insignificant crotch. Without a word this deceptively strong girl stood up and cradled me. I was easily carried me off to LuAnn's new bed. She lay me down on top of the comforter and with out any additional foreplay started to mount me. Her long muscled legs tensed around my thin chest. As hard as she tried and as wet as she was, Becky could not fit my entire cock in her small pussy on the first try. She panted as she said "god, you are so huge. I have never felt anything like this." You are in for the ride of your life I thought to myself. The beautiful girl turned to Robert and asked "why are you the only one with clothes on?" He meekly shrugged. In a demanding voice she said to him. "Well! Take that suit off." Her big brown eyes looked to be burning a hole through him as he reluctantly obeyed her. I began to think my initial judgment had been right. She is stronger and more dominant. Then of course, while my cock was stretching her pussy to an uncharted level, I thought to myself, is she stronger than I am? I temporarily shook that thought out of my mind. I concentrated on the stunning woman laying on top of me, my cock stuffing her sweet pussy. When the submissive boyfriend stood back up, I could see his thin little prick, surprisingly stiff from watching his girlfriend receive the reaming of her life. She motioned for him to come over. "See what I was used to getting," she exclaimed, "A thin five and a half inches." Inquisitively I reached out and easily wrapped my hand around the much smaller cock. It was so much thinner than mine. I had trouble figuring out how to grip it properly. Even at twelve years old, when I first jerked off, I was thicker than this adult man. I was not used to my thumb overlapping my fingers. "This hardly seems like the effort," I chuckled. "Let's see how much you have." Robert blushed at my honest comments about his undersized cock. After a couple of minutes I finally figured out how to stroke this baby cock and I picked up the pace. I saw the look on his face. I knew the affect the pistoning of Becky's tight pussy with my huge cock is had on the dominated man. I also knew the confusing emotions of humiliation and arousal. Soon I noticed the telltale signs. Robert's small balls began to contract. I pumped his insignificant rod even faster. The weak man could hold out no longer. A brief grunt escaped his thin lip as he shot three or four small loads on my chest. "Ok slave clean this up," I ordered, enjoying my temporary power. He initially balked at my edict. Before I could react, Becky put both her hands behind his head pushed his face down until his mouth was on my chest. "You heard him, clean up your mess. Don't make me get off of this monstrous piece of meat," she said in a surprisingly menacing tone. I guess she is LuAnn's sister, I thought. Compliantly her weak boyfriend licked his small discharge off of my chest. It tickled. "Good boy" she patronizingly said to Robert. "Now go sit in the corner, I have some work to do on a man's cock." Turning back to me, Becky bent down and covered my lips with hers. Before forcing her tongue into my waiting mouth, she whispered, "Are you ready for a ride?" Taking a deep breath she said in a sexually husky voice, "time to take more of this monster." She cocked her hips and pushed down. Another inch was sucked into her tiny opening. She now had about six of my ten and a half inches buried inside her. The strong girl looked frustrated at her inability to take more of my huge rod within her tight body. I decided to help. When she looked to be ready for her next assault, I grabbed her thin athletic hips. When she pushed down I grabbed her hips and pulled her down to me. At the same time I thrust my weak hips up at her. The combined effort jammed the last few inches deep inside of her. The only noises in the room were the deep guttural moans emanating from somewhere down inside of her. I looked up and her eyes were fluttering. "Oohhhh, auughhh" escaped her lips. Her breath was short, hiccupping gasps for air came out of her mouth. Eventually she managed to wail, "God you are too deep, you are stretching me out." In her weakened state I was able to easily turn her over into the missionary position. Cocking my hips I drew my long rod out of her tight pussy. I looked down as the pink flesh inside of her refused to completely release my massive weapon. Instead it turned her some of her sweet insides out. Leaving only the mushroom head and an inch or so buried. I pushed forward thrusting the rest of my cock back deep into the now vulnerable woman. "Oowwwww" She moaned, "you are splitting me in two." With a sadistic glee I refused to stop pounding her small pussy. The flowering outer lips clenched my cock. Pushing all the way in, I changed tactics. Riding high I quickly rubbed the last couple of inches against her clit. Becky wrapped her long legs around me and using her heels tried to control our motion. This lasted a few second, until I felt her pussy tighten even more. Soon her entire body grew stiff and began to shake. I ground my pelvic bone into hers as she screamed out in orgasmic pleasure. After two or three minutes of her powerful bucking Becky slumped back into the bed. I took back control. I wasn't finished. Beginning with long strokes, I slid my thick member in and out of her loosening sex. After a few minutes Becky began to come back to life. As soon as her eyes opened she began to moan softly, then louder and with more passion. Soon she began to shake again. I hammered her as fast and hard as my weak body would allow. I could hear her pathetic boyfriend beating his own insignificant meat. The loud sound of my thighs pound against hers, shared with the sound of my huge nut sack, slapping against her firm ass permeated the bedroom. I heard a groan coming from Robert. I looked over and saw that he unbelievably he had released another small load on his pale, scrawny stomach. Becky lay beneath me her eyes shut, her mouth wide open with a perpetual moan escaping her plump lips. Her muscled body rose off the bed carrying both of us up. Her tight sex gripped my thick rod holding me immobile, a loud cry, then several whimpers escaped her pursed lips. She collapsed back onto the bed. Suddenly she was still, her head tilted towards the pillow. She had passed out due to my ramming my thick cock into her waiting pussy. The picture of lying peacefully beneath me was too much for my pulsing cock to take. I shot my load deep into her silken cavern. My body spent, I fell on top of Becky's magnificent body. I basked in the warmth oozing from her thick chest and firm abs. All of a sudden I heard clapping from the doorway. I managed to turn my weak body enough to see Megan standing there. I don't know how long she had been there, but she definitely had seen the climax to the scene. "Amazing honey," she said as she walked over and kissed me. "I think it is time I got some of the reward." With that she placed her thick arms in between our two bodies effortlessly lifted me off of Becky. Carefully, she dumped me on the other side of the dark haired beauty. Looking down at the still unconscious woman, Megan jostled her just enough for Becky to open her eyes. The overwhelmed girl groaned and said, "Oh my god, that was the most amazing thing. I have never cum like that." Megan smiled and said, "And I thought you were supposed to be taking care of us, not the other way around." Becky sheepishly grinned and replied "Yeah I know, I was trying to get Allan off, but his cock is just so magnificent that I couldn't help myself." "I'll let you get away with it this time," Megan joked, "but it is time that I got mine too." With that she put her fingers under the thin fabric of her bathing suit panties and sensuously began to slide them down her massive thighs. Standing by the bed, the power in her body enveloped the room. Eventually Megan broke the silent tension. Looking down at the satiated Becky she asked, "I hear that you really know how to eat a pussy." With a confident grin she looked up at the stronger girl and replied, "Yes I do." With out another word, Megan reached out and grabbed the athletic hips of the beautiful woman and pulled her down the bed. My powerful girlfriend then lifted her massive thigh over the head of the fit brunette and placed her crotch at the surprised girl's mouth and said, "Prove it." At the same time she looked over at me and winked. Soon her expression changed. Becky began to work her magic. I could only hear the lapping and sucking as Megan's huge thighs covered all of the subservient girl's head. Soon her efforts showed on my girl's face. Her eyes began to close, her head lazily tilted backwards. Becky brought her long arms up and slipped her strong fingers under the thin bra top fabric. Her fingers grasped the thick nipples within her reach. I watched her hands twist and heard a short gasp from Megan's mouth. "I need to get more comfortable," Megan gasped. With an easy motion she rotated her body, so she was now lying with her back against the headboard. Her strength was such that she easily rolled Becky over with her. She looked over at me and said "she is hot baby." I could only nod in agreement. Looking down she could see that I was in agreement. My thick cock was almost at full mast. Turning her head to the other side of the room she looked sternly at the terrified Robert. "What are you doing sitting there? My man needs attention. Get your skinny ass over to him and make him happy." Not wanting to anger her, he scurried over to my side. Looking down plaintively, he waited for direction. "Just stroke me," I ordered. I didn't want to cum too quickly, so I was satisfied with him just keeping me up. His thin right hand wrapped its small fingers around my fat shaft. I heard a hiss of air escape his lips as he tightened his grip. His small hand could not control the thickness of my massive rod. Trembling, his hand started to slowly travel up and down my length. Satisfied with the attention my cock was receiving I turned my head back to the two powerful and beautiful women lying next to me. Megan's eyes were closed her powerful hands were wrapped in Becky's beautiful long brown hair. The smell of her sex was permeating the room. Megan's moans grew louder as Becky dove deeper into her waiting pussy. Long strands of Becky's shimmering hair cascaded over the massive thighs of my powerful girlfriend. Her small head was engulfed by Megan's tremendous appendages. Her arms looked like thin vines wrapped around the trunk of the largest tree in the forest. This erotic sight caused my engorged cock to twitch. Robert looked at my superior member and took that as a sign to increase the speed of his strokes. I did not want to come, not yet, so I cautioned him, "If I come before I tell you to make me come, the next place my cock will be is up your ass." A look of pure fear came over his eyes, and be slowed back down to a gentle massage. I turned back to the two beautiful women. The sensual sound of Becky's talented tongue lapping up the juices of Megan's aroused pussy were broken by the loud moans and labored breathing. All too soon the show reached its climax. Megan's supreme body tensed from head to toe. The sound of Becky working on Megan's enflamed pussy lips ceased. The dominant girl's powerful thighs crushed Becky's head into her crotch. I am sure Becky feared for her very existence. I was too captivated by the excitement of the scene to give it more than a passing thought. I am sure Robert was feeling the same emotion. His hand had stopped moving and was now just squeezing my thick rod. Luckily for Becky her ordeal was almost to an end. Megan's cries grew louder, her powerful back arching lifting both women off of the bed. A series of high pitched cries punctuated with sounds that mimicked a short hiccup flew out of Megan's pursed lips. Slowly she sunk back into the soft bed, her fearsome thighs slowly releasing their prey. Becky, finally free, turned over. Her face was covered in sweet pussy juice. Sluggishly she rested her head on the marbled abs of my dominant girlfriend and gasped for air. For several minutes each of the participants just lay there trying to regain some semblance of composure. Finally, Megan reached down gripped under Becky's arms and effortlessly pulled the weaker girl up onto her thick chest. Wrapping her huge arms around Becky, she turned her head and kissed the poor girl on the cheek. Grinning she said, "LuAnn was right you sure know how to please a woman." Becky managed a wry smile and responded "Yeah, and it almost killed me." Megan smiled back and continued to run her strong hands along Becky' skin reinvigorating the strong, but dominated girl's body. After about fifteen minutes Megan lifted up Becky's head and motioned to my still stiff cock. She asked with a twinkle in her eye, "I think Robert has kept something waiting for you. Are you up for it?" Not saying a word the beautiful brunette slid over the imposing body beneath her and brought her full lips the head of my waiting cock. "Oh man, this is something else," she said in awe. Pushing her weak boyfriend's hand away she grasped the long shaft with both hands. Slowly and deliberately she used her lips over the fat head. I watched enraptured as her lips got wider and wider until they were shaped into a distended O. The head of my plump cock slipped through the opening of her mouth as she tried to gobble up as much of my long shank as she could. The girl was a real trooper. I watched as tears rolled down her cheeks. I felt the purple head of my stiff cock hit an obstruction. Becky coughed a little. Slipping her full lips up and over the mushroom head, she remarked, "Damn, it hit the back of my throat and stopped. I have never had anything this big in my mouth before." Taking a deep breath she dove back down. Now accustomed to the size, she slipped the head and the first couple of inches more easily into her eager mouth. Again I hit a road block. This time the gagging was a little less noticeable. She took a break from trying to stuff more down her throat and began to work on what she could fit. Her long tongue danced along the underside of my shaft sending shivers down my spine. The movement of her lips on the shaft outside of her mouth felt fantastic. Still Becky was not satisfied. She pulled herself up until only the head remained and then abruptly plunged back down. Again she was stifled at the entrance to her throat. This time her actions were too much for her gag reflex to stand. She rose suddenly and bent over the bed, spitting into the wastepaper basket on the side. After a minute she came up, her eyes red, the tears streaming down her face. Megan rolled over and said "You tried sweetie, take a break I'll take over now." Becky looked down dejectedly, and said, "Yeah I guess you are right, but I want to try again sometime." My muscular girlfriend slipped in between my weak thighs, which were made to look even smaller with her huge body covering them. "My turn," she said with glee. Sliding her wet tongue up and down she coated the shaft with her saliva. Although she was shorter than Becky, her mouth was wider and more experienced. With disarming ease the head and the first few inches quickly disappeared into her waiting mouth. Pausing for emphasis, when the head got to the opening of her throat, she briefly turned her eyes to make sure she had their undivided attention. Becky and Robert were hypnotized by the performance. Their eyes were glued to the show in front of them. Becky was even stroking Robert's small stiff cock. Megan turned her eyes back to my feeble stomach and began the real show. Not coming back up for air she pushed down and the rest of my long cock slid down the waiting passage. I heard our audience gasp as she swallowed each inch. All too soon for my pride, she had her talented lips touching my pubic hairs. "God damn," I heard Becky exclaim, "How the hell did she do that." I looked down to see Megan smiling with over ten inches of cock buried deep in her throat. Sliding her lips up my throbbing shaft, my powerful girlfriend let me spit covered cock slip off of her pouting lips. A loud slap broke the silence as my massive cock fell on to my soft stomach. "All you need to do is practice," she replied with a sly grin. Picking up my slick cock, she said to the room, "it's time for my afternoon snack." Opening her mouth wide, Megan began a slow deliberate descent. As she swallowed inch after inch of my long rod, my amazing girlfriend bathed my cock in her saliva, running her talented tongue back and forth along the sensitive underside of my pulsing member. With about two inches remaining in the open air Megan decided to give all of us a show of her true power. Instead of forcing her mouth downward to finish her amazing feat, my stunning blonde girlfriend had other ideas. Reaching under me, Megan grabbed my thin ass with her brawny hands. With her elbows on the bed, in another display of her superior strength, I felt myself being lifted off the bed. I was torn, I loved watching my long cock disappear down her talented throat, but I could not tear my eyes away from the swelling of her thick biceps as she powered my thin ass off of the bed. Soon I felt her lips touch the hairs of my stomach. Down I went again, this time a little more of my cock slipped out. Immediately up I went again with my entire stiff member burying itself in her mouth and into her eager throat. Each time Megan pressed me up, I watched enraptured with the pure strength she exhibited. Her massive biceps grew thicker and broader as her efforts pumped more and more blood through her strapping arms. I guess our audience was having the same problem. First I heard Becky cry out, "Look at the size of her arms." A few seconds later, Robert managed an excited, "no you have to look at her throat, see his cock stretching it." I could see her muscles bulging, but I couldn't see what my only muscle was doing to her. "God look at it," Becky exclaimed, "you can see the head of his cock when she has it all." Apparently, my thick meat was visibly expanding my extraordinary girlfriend's elastic throat. "Oh yes, keep it up, please," I managed to break my eyes away from the muscular display to see Becky furiously pumping Robert pathetic little erection. His eyes were but slits. His small hips began to pump up against his strong girlfriend's hand. All of a sudden I saw him arch his back. A soft moan escaped his lips. Megan dropped me back on the bed, bloated cock, falling out of her mouth. Not pausing, she wrapped her strong hand around my thick rod and started to stroke the length. Turning the tables we looked at the show in front of us. We lay there and watched Becky quicken her strokes. Robert only holds out for a minute or so. Inevitably he loses control and shoots on to his thin body. Surprisingly this one almost reaches his chin. Five or six long ropes blast out of his small penis. "Wow," Becky exclaimed, "that has got to be the biggest load you have ever shot." As she reaches across his thin chest scooping up some of his deposit, she remarked, "This is almost twice as much as this morning." She then opened her mouth and licked some of the white liquid off of her firm fingers. "Mmm this tastes so good, here try it honey." She continued, as she placed her fingers at the opening of his closed mouth. Robert seemed to be balking at her request. This didn't last too long. Becky took her free hand and grasped one of his small nipples and twisted. His resolve melted immediately under the pain. He opened his mouth to yell, and before anything could come out, his dominant girlfriend stuck her still coated fingers in his mouth and ordered him to suck them clean. Not wanting any more pain her meek boyfriend acquiesced and dutifully sucked all of her strong fingers clean. This display of feminine superiority on another man, made my stiff cock throb even more. Megan turned back to me and said, "I already caused one man to come, let's see how quickly I can make it two." With that she pushed me down into the bed and asked, "Allan dear, please hold these while I suck you dry." I looked at her a bit confused. Megan grinned and lifted her heavy arms up into a biceps pose. My cock jumped into the air she quickly swooped down and put the fat head securely in her mouth. She leaned her body over and placed her strong hands on either side of my weak chest. Looking up at me her huge blue eyes looked at my hands and then motioned towards her arms. I didn't need a second hint. I wrapped my weak fingers around her massive biceps. My Amazon girlfriend flexed her powerful arms forcing my hands open. I couldn't even get halfway around her mountainous arms. She smiled as much as she could with the pulsing head of my cock in her mouth. She began her descent again. This time she wasn't fooling around. For every inch she went down, she came back up two and pumped my cock with her tight lips. Her arms were in constant flex. She would relax them enough for me to get a grip, then she would expand them forcing my weak hand open. I finally gave up trying to control her massive arms and just traced the bands of muscles which were holding her heavy body perched above mine. Suddenly I felt her full lips touching my belly. Her tongue slid down, the tip of her tongue flicked against my nut sack. Megan's mouth was a whirlwind, bouncing up and down, twirling her head around my cock, all the while flexing her massive arms for me. I couldn't take much of this. I began to run my hands up and down her arms, as if her arms were huge cocks and I was masturbating them. Megan picked up the clue and began longer and longer strokes with her mouth. Finally, I could take no more. My entire body tensed. Megan pulled back until only the spongy head was in her mouth. She pulled her arms away from me and took both hands and placed them on my throbbing shaft. She started milking me up and down. The pressure was high, but not painful. I let out a loud moan, my balls came up, I began to shoot rope after rope into her waiting mouth. I must have spewed ten or eleven powerful shots into my girlfriend's mouth, before the discharge started to subside. Without speaking a word, she motioned for Becky and Robert to come over to her. Becky arrived first. Megan used her powerful arms to pull the strong girl to her. They kissed. Megan forced the weaker girl's mouth open. She abruptly ended their kiss and pulled the weak Robert to her. They kissed again Megan forcing his mouth open. Then she pulled away from him and forced them together, now I could see what she had done. Each of them had a portion of my cum in their mouths. Now they were kissing each other, sharing what Megan had given them. Now Megan turned to me. Her lips parted, I opened my mouth and prepared my tongue to meet hers. Roughly her stronger tongue forced mine backwards. Now I was the surprised one. She had left some for me. We kissed for minutes, sharing my copious juices. All of us satiated we were able to look each other in the eyes and smile. Becky spoke first, "wow what a ride that was." We all nodded in agreement. Silently Megan got off the bed and effortlessly picked Becky up and placed her next to me. She looked back at a forlorn Robert and said "yes you are coming too, just give me a minute." He perked up as she came over to the small man and cradled him firmly in her powerful arms. Megan gently carried him over to her side of the bed. She lay down with the weak man still safely in her arms. Curled up on top of her larger body, he looked the most relaxed I had seen him all week. Becky didn't give me much chance to think about it, as she used her strong arms to pull me into her firm bosom. Exhausted we all closed out eyes. Personally, as I suckled on one of Becky's protruding nipples, I was dreaming of what the rest of the night held in store.