Archive-name: Amazon/power2.txt
Archive-author: 
Archive-title: 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.

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.

--