Amazon/power2
                                          Ultimate Exercise of Power, The - 2
                                               As Seen from the Other Side
                 Dwayne held his breath, crouching behind the receptionist's desk,
                  as he watched the muscular beauty raise and lower the impossibly
                                          large dumbbells.
                   "Eight ... Nine ... Ten,"  he counted to himself.  She dropped
                   the huge dumbbells -- dumbbells so large he didn't know if he
                   could curl them using BOTH arms -- and struck a pose with her
                 impressively-tensed biceps.  The sight made his knees weak.  God,
                                        but she was awesome!
                 He had snuck into the spa just before closing, hoping to catch an
                   eyeful of some built babes.  But he hadn't anticipated hitting
                  such a gold mine!  This woman had to be over six feet of packed,
                 sexy muscle!  She had wide, well-developed shoulders -- you could
                 bet that SHE never needed shoulder pads in her blouses!   A broad
                 chest that hadn't sacrificed an enormous pair of breasts -- a guy
                   could get lost in there, Dwayne thought dreamily.  The scanty
                 black leotard she wore accentuated her physique more than covered
                    it, outlining every magnificently-defined muscle.  How could
                             anyone be that beautiful AND that built?!?
                 Dwayne couldn't take his eyes off this goddess!  She was still in
                  her biceps pose; he could scarcely breathe as he drank in those
                    powerful arms.  "They had to be 17 or 18 inches around!" he
                  thought.  His eyes traveled over the beautifully-defined muscles
                  of her body.  He finally brought his gaze up to her face.  High
                    cheek bones and almond-shaped, green eyes.   He had at first
                   mistaken her for Asian because of her face.  But no Asian had
                   such long, flaming-red hair, currently tied back severely in a
                                      long, flowing ponytail.
                  He smiled as he let his gaze travel down to her feet.  This was
                  what had given her away -- what had clued him in about what she
                    REALLY wanted.  Instead of tennis shoes, she was wearing the
                   sexiest black shoes he had ever seen!  For a workout?  Ha!  He
                           knew what kind of workout she was looking for!
                 As if in response to his unspoken thought, she sighed and ran her
                 fingers across the thin leotard covering her stomach.  She smiled
                      at the feel of the hard, rippled washboard those fingers
                   encountered.  Dwayne sighed too and it was all he could do to
                  keep his hands out of his pants to relieve the strain this sight
                  was having on him.  He watched her stroke the impressive muscles
                  of her abdomen lovingly.  "Oh yeah!" thought Dwayne, "she wants
                                                it!"
                    The statuesque goddess wiped the sweat from her forehead and
                  started for the locker room, startling Dwayne.  Leaving?  It was
                              now or never!  He mustered his courage.
                  "Hey baby!" he said smoothly, stepping out from around the desk
                     that had been hiding him.  "I couldn't help but notice you
                       exercising, there," he said with an ingratiating grin.
                  The beautiful muscle woman looked at him in apparent confusion,
                  then coolly continued on into the locker room, beyond his reach
                  literally and figuratively.  Dwayne felt like he had been kicked
                  in the guts.  She hadn't even bothered to speak during her cruel
                 rejection!  "She should be flattered -- some guys would be turned
                 off by a chick that had more muscles than they did!" he thought. 
                             His feelings of rejection turned to anger.
                   "Hey, what gives YOU the right to cop an attitude," he called
                     after her.  "It's not like you're any beauty or anything!"
                 There was no answer.  That stung Dwayne more than anything else. 
                    She was just a freak -- no woman should be that big!  "She's
                   probably just a lesbo or something!" Dwayne thought bitterly.
                   His shoulders slumped in defeat, Dwayne took one last parting
                 shot at the woman who had so wounded his ego: "Fucking horse!" he
                   shouted into the locker room.  He wanted to hurt her as bad as
                  she had hurt him.  "Hell with her!" he thought.  "I've got other
                  things I could be doing instead of lusting after some dyke!"  He
                                          turned to leave.
                 "HEY YOU LITTLE SONUVABITCH!"  The shout startled him.  He turned
                  to see the beautiful muscle woman standing at the doorway of the
                   locker room.  "GET BACK HERE!" she shouted.  Dwayne fought an
                   urge to run out the door.  A terrible transformation had come
                    over the woman.  She was panting with rage and her face was
                   twisted with anger.  The woman stormed over to him and stood,
                                       towering and menacing.
                   "Just where the HELL do you get off calling me a 'horse,' you
                   sorry little excuse for a man?!" she shouted, a light spray of
                  spittle hitting his face.  Dwayne stood looking at her, blinking
                  nervously at this furious woman as she panted with anger.  "You
                 know what I think?" she asked.  Dwayne swallowed loudly, but said
                  nothing.  "Geez, is she worked up!" he thought fearfully, eyeing
                        her well-muscled body from a different perspective.
                   "I think I ought to beat the shit out of you," she hissed in a
                                      quiet, dangerous voice.
                  Dwayne chuckled nervously.  In spite of her incredibly muscular
                                    body, she WAS just a woman!
                     "D-don't be ridiculous!" he said, hating the stammer that
                 emphasized his nervousness.  "Y-you're just a woman!"  He saw the
                   woman looking at him appraisingly.  He realized that he was at
                  least four inches shorter than her and about 50 pounds lighter. 
                                     He saw her grinned evilly.
                   "JUST a woman?" she asked, cocking her head as if she couldn't
                   believe she'd her correctly.  She pushed her arm into his face
                     and slowly bulged her biceps.  The swelling muscle pressed
                  against his nose and forced his head back slightly.  "Does this
                           look like JUST a woman to you?" she demanded.
                  It didn't.  It looked like the largest, most muscular arm he had
                 ever seen on any woman OR man!  His stomach churned suddenly with
                    the realization that she probably COULD hurt him.  Bad!  The
                   thought of being beaten up by a woman made his knees weak with
                                               fear.
                     Dwayne pushed her arm away in panic, a cold sheen of sweat
                   breaking out over his body.  "Get away from me, you freak," he
                  spat.  "I know your type!  You're the kind who secretly wants to
                           be a man so she can have sex with REAL women!"
                 The muscle woman looked stunned.  "You calling me a lesbian?" she 
                 asked incredulously.  She stared at him for several seconds, then
                  laughed.  "A lesbian?!  No, I'm no lesbian," she chuckled, after
                 she'd caught her breath.  She stopped smiling suddenly and looked
                    at him intently.  Dwayne didn't like that look.  She wet her
                  lips.  "And I AM a 'real' woman!  In fact, I think I'll prove it
                           to you as I beat the living shit out of you."
                   "And maybe I'll just use my sex to beat you within an inch of
                         your miserable life," she said with a quiet smile.
                    Dwayne had no idea what she meant, but was VERY clear on the
                  threatening tone.  He began backing up slowly.  The muscle woman
                                             advanced.
                  "Ever been raped?" she asked in a husky voice.  Dwayne felt his
                  testicles crawl up into his body and felt his limbs trembling. 
                  This bitch was serious!  She had a crazed, sadistic look in her
                     eyes and was flexing her muscled arms as she came steadily
                                            towards him.
                  Dwayne's earlier lust for the woman had long-turned to dread; he
                   tried to jump her, intent on knocking her down and running for
                         the door.  Macho be damned, this bitch was crazy!
                 His attack wasn't successful; she caught him easily in a bear hug
                    and lifted him from his feet.  He kicked and struggled, but
                   couldn't escape the grip of those massively-muscled arms.  She
                    just held him tightly, like she was enjoying the feel of his
                             futile struggles.  Maybe she'd let go...?
                 No such luck.  She must have gotten bored just holding him firmly
                    because she squeezed him tightly, crushing the air from his
                                               lungs.
                   "Tell me again how I'm JUST a woman," she grunted, mashing him
                  against her wide chest.  Dwayne worked his mouth, but no sounds
                   came out.  She continued to crush him cruelly against her, her
                  triceps bulging out impressively as her powerful arms tightened
                 like jungle pythons.  "How long can she keep this up???" he cried
                 to himself.  He felt like his insides were getting squeezed right
                  out of him. Finally, all he could do was just hang limply in her
                            grasp, all of the fight crushed out of him.
                  He was dimly aware of the muscle woman repositioning her grip to
                  grab him by a leg and arm.  She then hoisted him above her head,
                  holding him aloft and helpless.  This brought him around and he
                  suddenly became aware of JUST how tall she was.  He was at least
                   a dozen feet in the air!  Dwayne found his breath and screamed
                                      for her not to drop him.
                   She held him aloft for almost a minute, savoring his anguished
                  cries.  Then she stepped out from under him, letting him plummet
                        to the hard, carpeted floor with a resounding THUD.

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                  Dwayne was dazed.  Before he could raise himself from the floor,
                   she pounced on him, wrapping her heavily-muscled thighs around
                  his head.  He was too disoriented to be aware of her locking her
                   ankles until she began pouring on the pressure  -- he grabbed
                 frantically at her legs in a futile effort to pry those vise-like
                                        limbs from his head.
                    He felt her lean back to put some serious strength into the
                   squeeze.  Dwayne was paralyzed by the crushing pressure.  His
                 hands waved with outstretched fingers before ineffectually coming
                  to rest back on the muscle woman's massive thighs.  He couldn't
                 move.  He couldn't even think!  She kept up the pressure for what
                 seemed like several minutes, until Dwayne began beating his heels
                  helplessly against the floor, crying in anguish.  He could feel
                       her damp crotch pressed against the back of his head.
                 She finally released him from the grip of her deadly legs.  Freed
                 from the crush of her thighs, Dwayne could only writhe in pain on
                  the floor, dimly aware of the muscle woman rubbing her crotch as
                                 she watched him spasm helplessly.
                 "C'mere," she husked, grabbing him by the hair.  She stripped off
                  the top of her leotard and pushed a large breast into his face. 
                 "Suck it," she demanded.  Dwayne, still recovering from the agony
                    her slab-like thighs had inflicted, didn't react and stared
                   slack-jawed at her muscular chest.  It seemed even larger this
                                               close.
                    "GodDAMMIT!  I said 'SUCK!'" she screamed, pushing his face
                  between her mammoth breasts.  Dwayne couldn't breathe.  He began
                   bucking and scrabbling, trying to escape, but she gripped the
                  back of his head firmly while squeezing her large mounds tightly
                  around his head.  His struggles became weaker and weaker until 
                        the suffocating breasts blacked him out completely.
                    He didn't know how long he was out, but he finally awoke to
                 stinging slaps to his face.  The muscle woman had him by the hair
                    and was slapping him repeatedly.  "God, I can't hope to stop
                  her," he realized in fear.  "She can do whatever she wants to me
                              and there's nothing I can do about it."
                    The beautiful red-head pulled his head back savagely.  "Need
                  air?" she sneered.  She slipped off one of her large black shoes
                 and, using his hair for leverage, forced his face deeply into the
                    damp, sweaty, pungent depths of the inside of the shoe.  He
                   rocked his head feebly, attempting to escape the overpowering,
                    cloying odor, but she clamped the shoe tightly to his face,
                  holding it by the bottom so the heel area fit snugly around his
                           nose and the rest fit firmly around his mouth.
                  His lungs were still starved for air from her suffocation of him
                  with her breasts.  He couldn't resist her any longer.  Slumping
                 in resignation, he stopped struggling and breathed deeply, taking
                   in the sweaty, overwhelming aroma through ragged breaths.  The
                  smell made his head spin, but she kept him like this for several
                 minutes.  He could feel hot tears of shame forming in his eyes as
                                    he endured this degradation.
                  "Not so tough, now, are you hotshot!?" she demanded.  She pulled
                  him to his feet and again presented her massive breast.  "Ready
                    to suck this?" she asked conversationally, "or do I tuck my
                                   panties into your big mouth?"
                  Dwayne was ready!  The last thing he wanted to do was anger her
                 further.  He latched onto her nipple and began sucking furiously. 
                   Holding the back of his head, she forced his face hard against
                    her breast, switching his head from breast to breast as she
                                        moaned in pleasure.
                  "OK, time for something different," she announced.  "I think you
                   may be enjoying yourself too much.  Let's see what that tongue
                    can do in other places..."  She lifted one of her massively-
                                           muscled arms.
                    Dwayne was slow to realize what she had in mind.  "What more
                  could she do to degrade me?" he thought, staring vacantly at her
                                shaved armpit.  Realization dawned.
                   "You mean?  Oh n-no! I..."  But the angry muscle woman wasn't
                  interested in arguments.  She caught him by the back of his head
                    and forced his face into her exposed armpit.  "Lick me!" she
                  ordered.  Dwayne tried to shout his refusal, but the sounds were
                   muffled as his face was mashed into her armpit.  Angrily, she
                   forced her muscular arm down, crushing Dwayne's trapped head.
                  While the pressure wasn't as intense as her crushing thighs, it
                   was enough to get Dwayne's attention.  He had no desire to get
                    his head crushed again.  He began frantically tonguing her,
                  bathing her shaven armpits with his tongue, licking away all of
                     her accumulated sweat.  He could hear her moaning loudly.
                  The amazon forced his head under her other arm and he obligingly
                   provided a tongue bath for that armpit.  Her moans changed to
                   growls of frustration.  Dwayne's fear increased.  Now what?!? 
                                    Wasn't this what she wanted?
                   Without warning, she jerked Dwayne's head back, causing him to
                  fall back on the floor.  In a few rough movements, she stripped
                   off the confining leotard and stood, towering and naked before
                           him.  A goddess, rippling with physical power.
                 "Strip!  And then lie on your back!" she commanded, massaging her
                   dripping pussy.  "I have GOT to come and quickly.  And you, Mr
                 "You're a horse and a lesbian," are going to be the toy that gets
                                              me off."
                   With trembling fingers, Dwayne undressed and lay obediently on
                  the carpeted floor.  Like a lioness in heat, she pounced on him,
                 quickly squatting on his face and entrapping his head between her
                   powerful thighs.  Dwayne's head spun and his hands reflexively
                  went to his stiffening cock.  But the lust-crazed amazon quickly
                 grabbed his arms and pinned them beneath her strong legs.  All of
                  this was for HER pleasure, not his, he realized!  Dwayne didn't
                  need any direction: fear and lust made him bury his face in the
                  amazon's dripping snatch and lick for all he was worth.  He felt
                  the muscle woman lean back, burying his nose between the cheeks
                                     of her firm, muscular ass.
                    Slowly, she fucked his defenseless face.  He could feel the
                     trembling spreading through her thick, muscled body as his
                   slavish tongue serviced her.  He felt her lock her heels under
                  and behind his head, forcing his helpless face even deeper into
                   her gyrating ass and sopping cunt.  It felt like his face was
                    buried, ear-deep, in her crotch.  His nose had actually been
                     pushed partway up her hot, pungent asshole.  His mouth was
                  completely enveloped by her thick, swollen cunt lips.  "I can't
                  breathe!" he thought with fear.  He had stopped licking, but the
                    sex-crazed amazon obviously didn't need that anymore as she
                              continued to sadistically fuck his face.
                     As she ground her crotch on his face, Dwayne realized the
                 giantess had made good her threat: she was literally subduing him
                   with her sex. She owned him.  Strangely, this realization made
                    his balls tingle with anticipation.  "I'm going to come!" he
                   realized.  "Oh please, no!  Not that!  That will be her final
                  victory -- making me come as she uses me for her own pleasure! 
                              Proof that she can use me as she wants."
                  But Dwayne couldn't hold back.  Overwhelmed by the savage face-
                   fucking he was getting, Dwayne arched his back and shot stream
                   after stream.  He had no idea where it landed, his face still
                                   buried in the amazon's crotch.
                   He wanted to gulp in air now, but the muscle woman seemed much
                    too far into her own pleasure.  She continued to rub herself
                  lustfully on his helpless face.  After what seemed hours of this
                    treatment, he dropped into merciful unconsciousness.  He was
                  dimly aware of the amazon picking up the tempo of her gyrations.
                    "She's going to kill me with her pussy and ass," he thought
                     dimly.  "A grown man, snuffed by the power of her groin." 
                    Strangely, he found himself excited by this ... wanting this
                                    final, ultimate domination.
                  The amazon was now bucking on his face furiously.  Some part of
                 him sensed her impending climax and reached up to meet it.  Then,
                 it hit.  As she hit her climax, it felt like his life essence was
                       violently sucked from his mouth by her throbbing, all-
                    encompassing cunt.  "She IS a goddess," was his last thought
                  before his life was violently wrenched from his body and leached
                                             into hers.
                  He didn't hear her screams as her body was racked by climax.  He
                  didn't feel the spurts of cunt juice that splattered against his
                  face, still clenched between her hard, muscular thighs -- almost
                 as if she were an animal, showing her disdain for a foe so easily
                                             defeated.
                                                 --
                                                  
                                                   
                                                  
                                                  
              
                                                  
                                                  
                                   
                                                  
                                                  

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