Mrs. Cates had been the "chic" swim team mother when I was growing up. Even at meets, she was dressed in the latest fashions, always tan and ahead of the curve in just about everything. Her house had the first backyard pool I'd ever seen. I remember when she was the first to start wearing those Italian wrap-around sunglasses one summer. She was really a cool mom. An avid tennis player, she was quite athletic and very pretty, with jet black hair and a nice figure (which to a young boy means not fat and big tits). I suppose part of her coolness came from money -- she was a trust fund girl married to a banker -- but she also had a sense of style and fun that the other mothers I knew growing up seemed to lack. We lost track of Mrs. Cates after her divorce, right after I left for college.

I got into bodybuilding twenty years later, in my early 30's, and competed in the 180 pound range. There is nothing better than stepping out on stage, oiled up, totally naked except for a tiny bikini, and flexing my big muscles for a cheering crowd of admirers, including lots of attractive women. I got pretty cocky about my appearance, because, besides being muscular and ripped, I was cocky. Well endowed, that is. Which was an advantage on-stage. And back stage, too. In the back-stage pump room, where we bodybuilders oiled up our muscles and lifted dumb bells to pump them up to maximum size before going on-stage for our routines, there were always a lot of women floating around. They had paid money for backstage passes so they could go "beefcake hunting." Usually good looking, well (and provocatively) dressed and with money to burn on a muscle-stud. Most of these females were middle-aged, although I'd seen a few women in their seventies offering money to male bodybuilders forty years their juniors just to feel their muscles. Frankly, we guys enjoyed the attention. I had gone home with more than one wealthy 40something after letting her oil me up or ogle my muscles as I pumped up for my posedown.

It was the typical pump room scene at the Florida Sun Coast Championship. Bodybuilders, trainers, and groupies circulating around, pumping, oiling, ogling. I was getting into a good pump with two 35 pound dumb bells, already oiled up, when I saw something female out of the corner of my eye, coming my way. I was about to be hit on by a beefcake hunter.

She pulled into my line of vision and intently searched my face, her eyes darting back and forth for a few seconds, smiling quizzically. "Hi there! Don't I know you?" I gave her a look. There was something not quite right about her appearance. The way she was dressed? A short, white, terrycloth wrap-or was it a robe?-and nothing else-an odd outfit for a groupie. The woman was very darkly tanned, pretty, but much older than anyone who'd hit on me before, with short, thick, salt and pepper hair that was mostly salt. "I'm sure I know you!," she repeated, moving closer. She was vaguely familiar looking, but I couldn't place her. "Aren't you Tom Goodson?" "I'm Olivia Cates! I knew your parents a long time ago-" Yes! Now I recognized her! It was Mrs. Cates! The glamour mother of my childhood! I did the math. She must have been at least 55, but looked like a fit late 30"s or early 40"s, and was still strikingly pretty. We chatted for a few minutes, catching up. She was clearly checking out my bod and I (somewhat reluctantly) allowed her to feel my biceps, "Ooohh, nice Tommy!" She ogled my bikini, "When you were a little boy on the swim team and I saw you in your tank suit, I thought you'd turn out big-I was right!" she giggled, giving me a playful pat on my butt. She was coming on to me! And, I realized with a start, she was affecting me physically. My snake was swelling up to its maximum size, causing Mrs. Cates to wink, "Wow, Tommy! I bet you have lots of fun with the girls!" I had to admit I found her attractive, but still-she was an old-or at least a very mature, lady. I stammered, "So-are you-uh, watching the contest-or-just-uh-visiting back here-?" She looked puzzled for a second, "Visiting? Oh NO, sweetie! I'm competing!"

She undid the sash around her robe and took it off. I gasped out loud! Standing before me was a MASSIVELY muscled, heavyweight bodybuilder. Ski-slope traps, boulder shoulders, grape-fruit sized biceps, six-pack abs you could bounce a sledge-hammer off of. Her oak-tree thighs, gnarled with belts of thick, sinuous muscle, looked like they could crush steel pipe flat, and her powerful looking calves were world-class. She was also buxom. Very buxom, though I suspected she'd had a recent boob job. She was sporting a snug little white bikini that barely covered her pubic mound and less than half her rounded, muscled buns. Her bra was minimal, leaving two thirds of her imposing tits exposed, even allowing about half her aureoles to peak out. I gasped again, "MRS. CATES!" "Please! Call me Olivia!" It was true. The perfect swim mother of two decades ago had transformed herself into a super-buff, heavyweight musclewoman. I learned later she had started bodybuilding 10 years previously, after divorcing her third husband and moving to south Florida. She became fascinated by the hedonistic lifestyle and the big, bodacious "beautiful people" down there of both sexes, especially the bodybuilders, and had finally become a bodybuilder herself. She was determined to beef up to the max and become, not just someone who looked like a fitness model with more muscle-tone, but a true modern amazon. She had succeeded!

At 190 pounds she outweighed me, and was easily more muscular than most of the male bodybuilders at the contest (me included), a freaky, ultra-ripped, "extreme" musclematron. She insisted I feel her biceps. I couldn't believe how big and hard they were. "They're almost 18 inches, " she bragged. I teased, "You're so big you should compete against men!" "Oh, I do compete against men!" she said slyly, "but not in bodybuilding. Someday, though, women will posedown against men on-stage! Think you can handle a female Mr. Olympia?"

I was curious about what she did compete against men in, but I was so taken with her bod I didn't pursue it. We had drawn so close together our almost naked bodies were now in skin to skin contact from knees to chest. My big, enorged phallus, thrusting aggressively against my bikini's fabric like it had a mind of its own, made contact with the front of Olivia's bikini. Neither of us drew back. "OOOOHHH! Sweetie!," she purred, looking at me with hooded eyes and placing her hands on my hips on top of my skimpy suit. "We're being naughty!," she chuckled, "but why stop now?" She pulled me into a kiss and we frenched each other, wetly & deeply. We heard someone laugh, "Hey you two, get a room!"

Finally, we had to end our amorous encounter. It was time for my routine. When I went out on-stage I had the biggest hard-on I've ever had for a routine, which the audience noticed. I heard several shouts of, "That's one big-cock bastard!" Maybe that played a role in my victory, as I took 1^st in the men's middle-weights. Olivia easily won the women's heavyweights and frankly, could have given the men's heavyweight champ a run for his money. She was that muscular. I was really looking forward to seeing her at the post-contest party, though I still could barely believe I had been doing the lambada with a woman 30 years my senior, and enjoying it!

At the party, Olivia had changed out of her bikini into a sexy black cocktail dress, bare at the shoulders, cut so low in front the tops of her auereoles were peeking out, and with a high hemline that flaunted her massively muscled thighs. In heels and pearls, she was an incredible sight. Although I saw a guy who looked like some kind of Asian bouncer hanging around near her, I ignored him to ask if she had any late night plans. She shook her head and laughed, "I'd love to hook up with you, Tommy, but I have to rest up for tomorrow night. Which reminds me! Come watch me fight! I'm wrestling at the K.O. Club! It's the main event tomorrow night. I'm gonna fight a college guy -- should be a good scrap but I"ll take him!" This woman was full of surprises. It took me a minute to get my mind around what she'd said. A woman in her 50's was going to wrestle a man in his 20's. But, given her incredible physique, anything was possible, I figured. Olivia leaned in to me, putting her hand on my shoulder and her forehead on mine, "I told you I compete against men!" she smiled impishly. She introduced me to Jaal, the hulking, bouncer looking guy behind her, with a sour expression on his face. "Jaal's my sparring partner!" She promised toget me in free and I promised to come watch, "But one thing, Tommy-the club likes bodybuilders to wear their posing suits ringside - it helps create the atmosphere they want - so be a dear and wear yours-for me!"

The K.O. Club was the most exclusive and expensive private fight club in Florida, where wealthy spectators paid over a thousand dollars a seat to watch well-endowed muscle-hunks clad only in bikinis battle it out in the ring in brutal wrestling and boxing matches that often ended with the loser going to the hospital with serious injuries. Olivia told me she'd been a member for years, attending many matches, and as she gradually achieved muscle parity with men in her bodybuilding program, she began wondering how she'd fare against the studs she enjoyed watching fight. At first she'd dismissed such gender-bending thoughts as crazy, but the more she beefed up and the stronger she got, they seemed less and less crazy. She finally realized she wanted to step into the ring herself, as a wrestler. So, for the last three years she'd been training with Jaal, an Indonesian MMA fighter. There were no female fighters at the K.O., and its management had first refused her permission to fight men, but she'd threatened to sue and they reluctantly gave her an "Intro" match.

True to her word, I was admitted free to the K.O. Club the next night. It was quite a place. Outside, the parking lot was all high-end Mercedes, Porsches and BMW's. Inside was a pro style ring with ropes and elevated, close up banks of plush chairs giving each of the 300 spectators a perfect view of the action. The club was jammed and everyone was talking excitedly about the unprecedented inter-gender, inter-generation wrestling match that was about to take place. I changed into my bikini and joined the other dozen or so male bodybuilders who were circulating around, attracting attention and generating buzz. Bodybuilders like us are scenery for the rich patrons. Our sensual, almost naked muscle-packed bods contribute to the environment the club is seeking to create, much like high-end nightclubs in New York and L.A. try for a certain look in their clientele to achieve the right buzz and atmosphere. I was groped and stroked by several attractive women, including a couple with boyfriends or husbands sitting right by.

The match was announced and the buzz got louder. No one was giving Olivia a chance -- in fact I heard her referred to as a "kooky old bitty" more than once. Kurt, her opponent, came out first, and then I was sure she was crazy, too. Kurt was a tank, the epitome of a muscled-up, blonde beach-stud, with a bad attitude and big muscles. He was probably about 210, 20 pounds heavier than Olivia. Wearing only a brief, blue bikini (even briefer than bodybuilders wear) the stud climbed into the ring with a big sneer on his face. He was disgusted enough about having to fight a woman, but when he'd learned her age he was furious. The big bruiser grabbed the ring announcer's mike and announced, "Tonight I'm gonna win this match in record time, and when I'm through with granny, she'll wish she'd never left her knitting!" Everyone laughed at the threat, but believed it. Kurt had a brutal rep at the club, and was one of the top contenders for the title. He loved to finish off opponents with his favorite submission hold, the Boston Crab. After throwing the mike to the mat, he paraded around the ring, flaunting his big cock -- which lightly bounced as he stepped, clearly outlined against the thin lycra fabric of his teeny bikini -- and flexing his big muscles and snarling, "C'mon! Get her out here!" impatient to demolish his older distaff challenger.

Then Olivia appeared, making her way to the ring escorted by Jaal. She was tricked out a gold-lame jacket, high heels-and a turban! She came down the aisle like a queen, smiling confidently. The audience fell silent, not knowing what to make of her, though she had often been present as a spectator. But when she disrobed, passing her garments to Jaal, I heard the audience audibly gasp! They were as shocked by her fabulously muscled physique as I had been. She was clad in a sexy-looking leopard print bikini, and was fighting bare breasted. (Her gorgeous knockers were top-of-the-line, not too big, with just the right amount of "hang" to look natural.) Now both wrestlers promenaded around the ring, flexing their massive muscles, their sensuous bodies oiled to a high sheen in the bright arena lights. The crowd noise built back up as people shared their amazement at the elderly amazon's freaky physique. I saw arguments between couples. Until tonight, the only women who'd been in the K.O. ring were bikini models who displayed placards with the next round number during boxing matches. But now a woman had entered the ring as a fighter, as an equal and rival to a male opponent. It was a true gender-bending moment, and if my impressions were correct, the women were taking Olivia's side, while their male companions mocked her.

But as Olivia stepped up, toe to toe, with Kurt to get the refs instructions, everyone noticed that, though Kurt, at 5'10", was taller and bigger than her 5'7", the lady challenger was actually the more muscular of the two wrestlers -- a number of spectators were pointing at the brawny amazon, exclaiming in surprise that, pound for pound, Olivia was more ripped, with thicker, more defined muscles, than her macho male opponent. Kurt realized it, too: he looked her over with surprise written all over his face, though he maintained his contemptuous sneer. Olivia was smiling confidently. I noticed Kurt give the slightest hint of a nod to the bell-man as the two fighters shook hands. Suddenly, the bell rang, and Kurt responded by pulling the female challenger towards him with his handshake and smashing her head with his free forearm, staggering her. Cheap shot! Kurt had surprised Olivia with a dirty trick, but the ref was too startled to call him on it and let the match continue, despite scattered boos from the audience. For the next minute, the young stud pummeled the older woman wrestler down to the mat with forearm smashes to the head and neck. It looked like Olivia had made a huge mistake in thinking she could take on a brutal thug like Kurt, and would now pay a painful price!

Kurt went for a quick victory. He grabbed Olivia's legs, dragged her to the center of the ring, flipped her on her belly, and pulled her legs under his shoulders as he squatted over her back. The Boston Crab! He had her in his favorite submission hold! The crowd came alive, smelling blood. Kurt had a smug grin of triumph on his face, absolutely certain he had the match won. "All right old hag! SUBMIT! No one gets out of my crab!" He leaned back until his head was over Olivia's shoulder blades, cinching in the hold and applying tremendous pressure to the musclewoman's back and legs. His massive phallus was swollen like a conquering snake, its massive cockhead now perfectly outlined by the overstretched lycra of his skimpy suit. Olivia was grimacing in pain, her fists clenched, groaning. The ref leaned down and asked if she wanted to submit. She shook her head, "No way! I'm gonna make HIM submit!" she shouted loud enough for everyone to hear. Kurt was enraged by this defiance, "Give it up bitch! I'm gonna beat you in record time!" But the stubborn strongwoman laughed, "Is that the best you can do, Kurt? I know girl-scouts with better Crabs than yours!" The audience laughed, further infuriating the frustrated Kurt. He poured every bit of energy he had into the hold but he still couldn't make Olivia submit, and after five minutes, was feeling the strain in his legs as the big woman refused to quit.

As Kurt tried to exert even more pressure by leaning back some more, Olivia suddenly threw her arms up-and grabbed his face in her hands! Everyone was shocked--we thought she was helpless in the big man's Crab, but now she was pulling hard on his face straight down, and a stunned Kurt was screaming, "What the fuck!" Olivia's counter required incredible flexibility, which she told me afterwards came from years of yoga. The female spectators screamed, "YES! Go girl!," while Kurt protested furiously, "Illegal hold! Make her break, ref! Make her break!" But the ref checked the musclewoman's hold and shook his head, "It's legal! Keep wrestling!" Kurt was off balance, in growing pain from Olivia's face grip as she dug her fingers deeper into his flesh. He screamed some threats, "You fuckin' bitch! I'm gonna take you apart!" but was between a rock and a hard place. Finally, Olivia's strong grip forced him to release her legs. She had broken his Crab! He reached back with his hands to try and free his face from Olivia's fingers, but she released first, and he pitched forward, just as she opened her legs-which quickly clamped around his neck in a scissors!

The crowd went wild! The female challenger had not only broken Kurt's "unbreakable" submission hold, she had turned the tables and caught him in her own hold! She cinched in her scissors, rolling both herself and Kurt over. She grabbed Kurt's hair and pulled his face up near the V in her bikini as she tightened the grip of her massive thighs around his neck. The blond stud was in trouble! He flipped and flopped, kicked and twisted, all over the mat, clawing and pulling at Olivia's oak-tree thighs, but couldn't get free. The lady wrestler taunted him, "Am I too much woman for you, big boy?" The females in the audience were on their feet, cheering, but the men just sat there, dumbfounded at this gender-bending reversal! Now it was the musclewoman pouring on the pressure, punishing the male wrestler and draining him as he tried fruitlessly to escape. None of us had seen anything like this before!

Olivia maintained her scissors for several minutes, wearing down her disoriented opponent, then released him. As he sprawled on the mat, trying to regain his bearings and slowly got to his knees, the brawny lady wrestler put on an impromptu posing exhibition, flexing her huge biceps, her sweat streaked muscles rippling and bulging. Kurt's sneer was gone when he finally got back on his feet, replaced by a look of bewilderment and fear. "C'mon, big guy!," Olivia taunted, "Show me whatcha got!" Embarrased, Kurt charged forward and swung wildly, trying to knock her head off, but she ducked under the punch and drove her fist into his solar plexus. This knocked the air out of him and he stood there in shock, his mouth hanging open, gasping for breath. But Olivia didn't let up; she fired 2-3-4-5 unanswered punches, deep in Kurt's abdomen, forcing him to scream in pain. Then she slugged him in the head, once, twice, three times, driving him back into the ropes where he covered up, totally intimidated by the musclewoman's relentless attack.

Hiding his face from her punches didn't help him. He couldn't see as Olivia, now the aggressor, slipped in behind him, locked her brawny arms around his waist, and turning the surprised man around, suplexed him out into the middle of the ring! This was a maneuver requiring tremendous strength and skill and Olivia repeated it, lifting the dazed Kurt high over her head and back behind her shoulders, smashing him head first into the mat with such force that the entire ring rattled - even the ring robes vibrated! Olivia was a wildcat, battering the male wrestler with suplex after suplex, causing him to scream, "Make her stop! PLEASE! Make her stop!" But the intense fight had brought out a vicious streak in the lady wrestler, "Don't even think of letting him submit, ref! I'm not through with him yet!"

Many of the female spectators were so agitated by the inter-gender combat they became sexually aroused, I even saw a few stimulating themselves. The crowd noise was deafening, like nothing I had ever heard before, but again, none of us had ever seen a match like this before.

The hyper-aggressive musclewoman beat Kurt into a semi-conscious pulp as we watched in awe. Both his eyes were blackened and swelling shut. His lower lip was split and blood dripped from his mouth. He feebly tried to put his arms up, only to have them contemptuously knocked away. Again, she boxed him into the ropes, making him her personal punching bag, then, backing off, she let his bruise and welt covered body slide down the ropes onto the mat. Finally, she grabbed him by the ankles, dragged him to the middle of the ring, and flipped him over on his stomach as she pulled his legs under her shoulders. Another Boston Crab! But now the positions of Kurt and Olivia were reversed! The lady wrestler, squatted over Kurt's back, her muscles bulging with power, and smiled knowingly at the audience, "Time for a real Boston Crab!" The spectators roared their support, totally won over - even the men - by the wrestling skill and strength of this insanely muscled older woman. Olivia leaned back, cinching in her hold, brutally bending Kurt into a human pretzel, inflicting horrendous pain on the once cocky man, who was screaming in pain and beating his fists on the mat in fury and frustration! He tried reaching for the ropes, but they were too far away. Someone shouted, "She's got you, Kurt!" When the ref asked if he wanted to give up, he shook his head violently, "No! NO! NEVER!" But Olivia leaned back farther, increasing the pressure even more, and yelled, "SUBMIT, BITCH! SUBMIT, or I'll snap your spine! SUBMIT!"

Kurt was sobbing hysterically in pain and humiliation. His blackened eyes bulged in panic and his badly bruised face was contorted in terror. There was no escape and he couldn't take any more of the musclewoman's punishment. He'd never wrestled anyone as strong and tough as this ferocious "mature" female who had totally destroyed him on the mat. He slapped the canvas desperately with one hand over and over and screamed through his tears, "Stop! STOP! I can't take any more! I can't take any more! I submit! I SUBMIT!! PLEASE! I CAN'T TAKE ANY MORE! I SUBMIT!"

The ref signaled for the bell. It was total pandemonium. Female spectators were jumping up and down, many high-fiving each other, others pounding their male companions on the shoulder. Olivia smiled out at the audience one more time - several of the female spectators had been transmitting the match on their camera-phones to friends - and released her Crab, allowing her beaten opponent's body to slip to the mat while the club medic entered the ring to check him for injuries. The lady wrestler stood in the middle of the ring, tree-trunk legs spread apart. Her massive, almost naked physique rippled with bulging muscle as she hit a victory pose: a stunning double-biceps shot, then raised her arms straight up, fists balled, as the audience clapped, cheered and screamed in adulation, almost drowning out the emcee's announcement, "Ladies & gentlemen, the winner of her K.O. Club debut match, in 29 minutes, by submission, Mrs. Olivia Cates!"

She looked down and spotted me standing in the aisle just below the ring. I had an even more massive hard-on than I'd had at the bodybuilding contest. She whooped, ran to the ringpost and swung down-and found herself staring into the face of the bell-man who sat cringing, looking down guiltily. Olivia snorted, "BUSTED!" grabbed the guy by his hair, and smashed him face first into the bell, which clanged loudly from the impact. Then she turned, locked eyes with me, and leaped into my arms, her legs wrapped around my waist as she attacked me with a crushing embrace and kiss. "I gotta have you, NOW, Tommy!" she moaned, as I staggered backwards, trying to support her 190+ pounds. Olivia guided me to her dressing room as delighted female spectators yelled, "TAKE him, girl! RAPE him!" The close physical combat with Kurt had given her a BAD case of muscle lust and she needed immediate relief. Inside her dressing room she muscled me to the floor, stripped off our bikinis, and mounted me, holding my arms flat, rotating her hips into the air, and then plunged down, impaling her vagina onto my massively engorged cock, its head already oiled with pre-cum. "I've wanted to fuck you since you were 16, big boy!" Olivia purred, "Uggghhh-ooohhhh-ummphh-.yesssss! Oh god! I need this!" She grunted & moaned her way down my thick shaft as our two muscled bodies began to fuse in the heat of our animal lust. After almost 10 minutes of intense, no holds barred fucking we both felt a rumbling in my balls, then a vibration in my cock as ejaculation neared. "Oh my god! I'm riding Mt. Vesuvius!" the monster-musclewoman screamed in delighted expectation. Then it began, a massive, molten torrent of hot, high-pressure semen erupting, exploding, surging out of my balls and up my giant vibrating cock, up and up its shaft, shooting into Mrs. Cates' clenching pussy as we both screamed like banshees! "AIEEEEEE!!! Oh please!!! Don't stop!! Don't ever stop!!!" she begged. Olivia was drenched in sweat, groaning, grunting, howling, a complete sexual wild woman! Gradually, my spewing eruption of man juice into the musclewoman's vagina slowed down, then petered out, leaving us practically melded together on the floor. But we weren't finished. As my balls replenished their potent reservoirs of jism, we repeated our fornication, fucking over and over until we both passed out in each others' arms. It was a 13 year old boy's dream come true!

For months afterward we continued to fuck each other practically every time we were alone. Mrs. Cates was an incredibly aggressive and voracious sex-machine--she wore me out every time. She also demanded I become her posing partner in mixed couples competition, and our unusual, highly erotic "May - September" posing routine won the state championship. Olivia continued to wrestle at the K.O. Club as well. She eventually defeated every male fighter, including the champ himself. She took his title in a brutal two hour match that sent the badly beaten man to the hospital for a week.

Olivia and I finally parted ways, however. In truth, she was too much woman for me--I was in a state of permanent exhaustion from our incessant love-making. I also got tired of being constantly reminded by bodybuilding fans that she was bigger and more muscular than I was. And I admit I was scared of her. She challenged me to a "friendly" wrestling match several times, but - after watching Olivia demolish male opponents week after week at the K.O. Club - I refused. Finally, my male ego couldn't take it anymore. I retired from bodybuilding and again lost track of her, though I recently heard she and Jaal got married and opened a martial arts academy at South Beach. But I still think of Mrs. Cates often, and when I do the first word that comes to my mind is, amazing.