Karen the Lifeguard by Odlaw A college student lifeguard sees his beautiful colleague after a year away at college, where she has transformed her physique. This story is a fantasy, and contains some sexual material, but does not contain any violence. (Note: I prefer not to receive e-mail, but please post comments on Diana's Female Muscle board of Diana the Vaklkyrie's web site. Thanks.) On the night shift again. Well, that's all right. Plenty of fine young ladies here tonight, and at 10:00 when we close up the swim center there will still be plenty of time to go out. The air is great this time of year. The beginning of June brings the warm, fragrant air into the swim center, and all the heavy winter clothes are just a memory. I spend my waking hours mostly going to class and lifeguarding here. I'm here year round, but most of the staff works summers after the semester lets out. They've been trickling in over the past week, and the mood in the place has transformed from the quiet of winter into a fun, party mind set. As they say: "Lifeguard, A Way of Life." Well, let's see... Jimmy looks as dumb as ever- I guess college won't ever change that. Rebecca is looking her usual fine self. My best bud Tom looks real serious now- not like a couple of years ago. The whole crew will go out to Hollywood Club later to catch up on the past year, have a few beers, and dance ^Ñtill dawn. The only one missing is Karen. She was Tom's younger sister- and over the years had become sort of like my little sister- but the kind of sister you would commit incest with in a second. Looked like a life-sized Barbie doll- around 5'6", with big blond hair, sparkling blue eyes, and a lean swimmer's body with an ass you could bounce quarters off. I remember last year, she would sometimes come into the lifeguard lounge after a swim, and her navy blue Speedo tank swimsuit would be totally transparent. You could see every outline of her perfect breasts, each one the size of a fist, no more, no less, the nipples large and pointing through the tightly stretched fabric. She would be totally pumped, her quads separated and defined, her biceps swollen noticeably. I would have given my left arm to be with her just once, but we both knew we were just good friends. It's around 9:30 now. I'm on the last shift, so I told everyone else to go ahead and leave- I would meet them at the club later. A few swimmers in the pool, mostly older folks moving at a snail's pace, continue to do laps. Could probably fall asleep on the stand if I closed my eyes, with the warm air and the quiet lapping of the water. Can't wait to get out of here- the nights here are sometimes really boring. The door to the pool opened, and in walked a figure. Could only see her from behind- I say "her" because of the mane of blond hair falling over her red sweats. Nice hair, but can't see the body at all- the sweats are quite baggy. The person walked around the pool and over toward me. As her face came into view, I realized it was Karen, back from school. He face broke into a huge smile, revealing perfect, white teeth. She still looked great, but what was with the sweats? She used to wear tight, body-hugging clothes. Maybe the "freshman ten" weight gain had taken it's toll on her beautiful body from eating all that starchy dorm food. It didn't show in her face, though her neck might have been a bit bigger. "Hey, what's up!" she called to me. "I'm doing great now. I missed you guys during the year. Everybody left for the Hollywood Club. I'm going to catch up with them after work. You coming?" "Sounds like fun. But first I'm gonna get changed up and take a swim, if you don't mind. I like it when there's no-one else in the pool." "No problem here. In fact, I'm gonna blow the whistle now and get the stragglers out of here." So I cleared the pool. She went into the locker room to change. I hopped down off the stand, and went inside. I was curious to see her out of those sweats- as of the last time I had seen her, nobody looked better in a Speedo, but who knew what a year of college eating had done. She called out from the locker room. "Hey, man, it's good to be back home!" Then the door from the locker room swung open, and she emerged, ready for her swim. I stood there in utter shock and amazement. I wouldn't be surprised if my mouth was hanging open. Her "freshman ten" hiding under those baggy sweats was not fat at all, but pounds of massive, rippling muscles from head to toe. Her shoulders were wide and strong, her arms were bulked up with huge, round biceps and defined triceps. She had amazing legs, and her beautiful breasts sat on a sheet of solid muscle. She must have seen the look on my face, because she gave a sly grin, sparkled those blue eyes, then spun around, and went to the pool for her swim. I was frozen. I couldn't think, I couldn't say anything, so I went into the locker room, showered up (extra cold, of course), and waited for her to finish her swim. It was the longest 45 minutes I have ever spent. I just listened to the sounds of her rock hard body moving through the cool water, and ran the sight of her transformed body over and over again in my head. Suddenly the water grew silent. She was finished with her swim, and coming back to the lifeguard lounge. I sat on a first aid couch across from the door, anticipating her return. The door swung open with a squeak. She walked through the doorway, dripping wet and out of breath from her swim. As I had remembered from last year, her suit was now completely transparent. I could now see the ripples in her abs, and the outline of her still perfect breasts, now pushed outward by plates of muscle, her nipples like thimbles straining the fabric, her chest heaving in and out from the exertion of her swim. Her arms were now swollen up, her biceps looking like they would burst, with one cable-like vein bulging over the peak of each bicep, here forearms veined and powerful looking. Her quads were larger and even more separated than before. She had these diamond shaped calves with veins crisscrossing her legs. By my look she knew I was transfixed by this awesome sight, as if the bulge in my pants didn't give it all away. "So, you do like what you see?", she said, with that sly grin again. I replied slowly, still awed by her . "I've never seen anything like this. You are awesome! So powerful and sexy looking." "Some guys don't appreciate me looking like this. You should see the looks I started getting at the gym when I began to pump iron. I ^Ñm not sure if they were scared, or what, but they said some pretty nasty things to me. But I think I look pretty amazing, and you obviously agree," she said as she stepped closer to me. She continued "I've seen you looking at me before. It was kind of fun to tease you over the years - seeing if I could get a nice guy like you to melt. But I've never seen you look at me like now." She reached for my hand, and wrapped my fingers around her raised arm. Then she flexed her bicep. The already hot, swollen muscle exploded in my hand, getting harder. It was like a baseball under her skin, moving, pulsing, alive. She flexed it up and down as I ran my hand over her arm, feeling the veins bulge out from the hard muscle. "My god- how big is it?" I asked. "Last time I measured, about 14 inches, though they feel really big tonight. I guess all the excitement is rushing the blood to my muscles," she said proudly as she looked with a smile at her own bicep. "The excitement is making you bigger?" I asked, as I looked down at my raging erection. "Yes," she replied. "All the hard work at school on my body and my mind- I did go to classes you know- left no time for socializing. I haven't been with a guy since last summer." I said with mock sadness, "That is so sad. Absolutely terrible." I smiled as I hungrily looked over her body. "You know, a girl could get a swelled head from this kind of attention," she said. "Let me show you some reasons to keep it up." She stepped back from me, concentrated for what seemed to be forever, tensing her body. Slowly, small veins began to appear all over her already pumped physique. She looked like an anatomy chart, with veins crossing over her chest, abs, arms, and legs.. She stopped her vascularizing, took a deep breath, and started the show. She hit a double bicep pose, her arms jumping alive with each flex. Then she brought her arms in front of her, squeezed her palms together, forcing her pecs to leap out, thrusting forward her breasts. I stepped toward her, and reached for the strap of her suit. At first she didn't know what I was doing, but then she saw my hand on the strap and helped me lower it from her shoulder. She took care of the rest, removing her still wet suit. She put her hands over her head, and I ran my hands down the sides of her naked body, from her arms, down her lats, down her sides, around the curves of her hips, around her rock hard glutes, and down further over her separated thighs and calves. It was the most amazing combination of hard, soft, smooth, and yet bumpy from the muscles and veins standing out from her body. She began to pull my shirt over my head, and as I stood up flat against her I felt her nipples pushing into my chest, and her six-pack abs moving rhythmically against my stomach and swollen member. She ran her hand over my erection, then stepped back and flexed some more. She turned around to flex from behind. I came up behind her, put my arms under hers, and wrapped my arms around her chest, my hands on her breasts. I stroked the nipples, and she flexed her pecs, making her whole chest heave outward. Her cleavage was a combination of her breasts plus straining muscle underneath. I ran my hands down the front of her body, stopping over her abs. I could feel each bump of the six pack. And she was able to move the muscles in a wave- like a belly dancer, so the muscles undulated under my hands. She reached down to my hand, and brought it down to her vagina. With her hand over mine she caused me to slowly stroke her. As we did this, she moved closer to me, pressing her ass against me. She began to squirm in pleasure, and I tried to move us over to the first aid couch in the lounge. Her legs were so strong that I could barely budge her, but she managed to get the gist, and we moved over to the couch. By this time she was facing me again, and I spent some time stroking her muscular inner thighs, going up to her vagina, to her abs, and back again. She was really into this, her face the look of great pleasure. She was getting really hot, and began to groan loudly. She lifted me away from her with a flex of her steely arms, like she was benching me, her chest jumping outward. She stood up from the couch, tossed me onto it flat on my back, pulled off my shorts, pulled out a condom and rolled it on me, and straddled my now almost painful, throbbing erection. I entered her velvet glove, barely able to contain myself as the view from here was dazzling. Her arms flexed powerfully to hold herself upright. Her breasts, supported by plates of muscle, stood still- they did not hang at all - the nipples bursting outward. Her abs flexed tightly, with a single vein going diagonally across her stomach. She rode me hard, my hands on her hips. She suddenly stopped thrusting, stopped moving completely. I then noticed that she had been exercising all her muscles. She was able to flex her vagina in a rhythmic manner, front to back and back to front, like she was milking my member. Like invisible hands stroking the length of my penis. I stiffened, and felt like I was about to come. She sensed this and tensed her muscles inside. Though I felt a huge rush of pleasure I did not ejaculate, as she was able to squeeze me hard enough to prevent an early end to our fun. We both then continued to thrust quickly. She lat flat on top of me, and we moved in unison. I could feel her nipples poking into my chest, her softer breasts, and the mass of muscle under her breasts. I could feel her hard abs pressing against me. I had my hands around her biceps, holding her close to me. We were both ready to explode. Thrusting hard, she began to groan, then scream, her chest heaving against me in pleasure. As her screaming reached a peak, she flexed her arms under my hands. Her body pulsed and quivered as she came, her arms exploding in my hand, her face the look of heaven. I quickly followed with an intense orgasm of my own- I probably would have shot across the room if I hadn't been inside her. She collapsed on top of me, breathing heavily. We lay still for a few minutes. Then she slowly got up off the couch. She smiled that bright smile at me, and said "Wow. That was intense. Nobody has ever paid that kind of attention to me before. The muscles seem to amplify my sensation- like I'm more tuned into my body now. Sometimes when I'm pumped during a workout I get so turned on, with all the blood swelling my muscles." I said, "I have to say that was the best ever. I've never been so turned on before. I hope you know I have always worshiped the ground you walk on. And now, with you looking like this, your body chiseled in stone, nobody could compete. I've got to be with you." She flashed her eyes and gave that sly grin that drove me crazy. "Well, my parents have always liked you, but I'm not sure what we'll tell my brother. Maybe you should come over for dinner and a workout tomorrow night to discuss the matter further," she said as she kissed me deeply on the lips. We made our entrance at the Hollywood Club sometime after midnight. Karen was wearing a black spandex catsuit, accentuating every curve and muscle on her body. I thought the bouncer at the door would melt. The crew was over by the bar laughing it up. "Hey, what happened? Where have you guys been?" Tom asked. "I.....I mean we....the pool...," I mumbled. I was standing behind Karen, my hand around her upper arm. Karen laughed, and interrupted me. She said with that sly grin, "We were just getting caught up, and lost track of time." And we had a lot of catching up to do. She looked back at me, and flashed her eyes at me as she tensed her bicep, ballooning out her arm. This was going to be a great summer.