A Must-have Exercise Machine

He shifted his fingers to her strong biceps, drew curved patterns around the muscles then wrapped his hands around as much of her arms as he could get. "These are working out too." He stroked her arms gently, then released her and got up. He walked around to her back and placed his fingers around her naked spine. "Most importantly, this area is getting strengthened," he declared, as spread his palms flat on the sweaty flesh. "A strong lower back is most vital in maintaining a strong core." His thumbs rotated in circular patterns, as though he was giving her a massage. Finally he let go of her and asked her to stop.

"How was that? Did you feel it working?"

"I guess so," Lexi replied unsurely, now sitting in the seat, bent a little forward with her forearms resting on her knees. Of course the exercise was working - she had been used to training her muscles for years - but no one could say for certain whether the machine was adding anything. Plus, she had noticed Eric staring down her top, and then the swollen package in his jeans, which added to the nervousness in her voice. The tight material had hidden this from her earlier, but after Eric had adjusted it, she could see the outline of a thick rod next to the zipper. "Boys will be boys," she thought to herself and dismissed it as a harmless result of his young age rather than lust. After all, she had seen all sorts of grown-up men swoon around her.

"See, that covers your whole upper body. We saw how the Ab Pro Workout tones your abs, biceps, triceps, upper back and lower back. But that's not all it does. From this position itself, I'll show you how you can maintain the muscles in your legs, too."

Once more, he switched up a series of pegs, snapped two arms out from near the seat, and had Lexi hold them. The seat itself now slid forwards and backwards. "The springs that provide tension to the back are also attached to this seat. Since we set it to medium, you'll feel the same intensity in your legs. Of course, as with all the exercises, the intensity is adjustable."

He had Lexi slide forward and backward. Each time she came forward, her knees pressed against her boobs and squished them up. Eric could feel the wetness of his crotch and desperately wanted to rub it. He couldn't because this time he was in plain view of Lexi. He tried his best to concentrate on his spiel.

He knelt down at her feet and placed his fingertips on the outside of her calves, and gently stroked them from the knee to the ankle. "This movement is targeting your calves. When she went back, he pushed his fingers a little further inwards. On the next motion, his fingers were wedged against the back of Lexi's thighs. His stroking motion encouraged Lexi's shorts to ride a little higher. Not too much, but the thought of how much he could get away with was enough to excite the hell out of Eric. He tried it once more on the next stroke. The third time, he withdrew his hands and shifted his position to her right.

As Lexi continued with the motion, he found just the right opportunity to grab hold of her right hamstring. This time he couldn't be gentle. The continuous motion meant that he had to hold on tight. As he explained why it was so important to have strong hamstrings and how the machine was doing its job in that area, he firmly held his hand in place. Lexi's motion itself was enough to cause the right leg of her shorts to ride up. The left leg was also pulled up slightly.

Stretching a little, Eric managed to curl both his hands around Lexi's thighs and said some gibberish about them being worked out. His hands came dangerously close to touching her crotch as she moved forward. Lexi was now getting nervous. Her thighs had been one of her weaknesses and the movement was causing Eric to literally massage them. She half closed her eyes and felt an initial wetness in her groin.

Eric moved his hands towards her knee. He had stopped speaking and didn't have anything to say about this part of her anatomy, but he held on nonetheless. It was no longer Lexi's knees that were squishing her boobs, it was the back of his hands, and Eric was in heaven. The pressure he was feeling in his crotch translated into a really tight grip on her knees, as though somehow that would compensate for not being able to rub his rod.

Lexi didn't say anything. She had already allowed the boy to go too far. Objecting now would be an admission that everything that had happened earlier wasn't improper, even though now she saw the whole afternoon in a different light. She no longer looked upon Eric as a little boy who had mistakenly touched her. Yet, she recognized his shyness and apprehension and felt confident that she could put an end to this whenever she wanted (she didn't realize it yet, but her groin obviously had a different degree of control).

With this confidence, she decided to tease the horny kid. She stopped exercising, and Eric had to let go of her. In doing so, he pushed one final stroke up Lexi's thighs, acting like he was bracing himself to stand up.

"Do you think that worked for you?" he enquired.

"I'm not sure. It's getting warm in here and I can't tell if I'm sweating because of the machine or because of the warmth." It was Lexi's turn to put on an act full of bullshit excuses. "Here, help me up."

She stood up and asked Eric to sit on the bench. "Why don't you sit here for a few minutes? I'll take a quick shower and turn up the air-conditioning. Then I'll try this thing again and see if it is really better than my usual workout." She unzipped the blue bra as she said this, and sexily slipped it out over her head and threw it on the bench.

Eric grunted something. He hadn't heard anything that was said after 'shower' and was staring at the exposed chest now popping out from the very low neckline of her white bra. Because of her sweat, dark circles of her areolas were visible through the material.

Lexi first adjusted a thermostat, then walked towards the closed door at the far side of the room. When she opened it, Eric could barely make out tiles as one would have in a bathroom and shower. As soon as she left, he pulled out his cock, rubbed some pain out of it, then quickly stuffed it back. He didn't want to ejaculate because he didn't know where he could do so! He just sat staring into space for several minutes. Suddenly, the door opened a crack. "Eric?" called out Lexi's sweet lilting voice. It wasn't a matter-of-fact tone. There was something sexy in her tone.

"Yeah?"

"In my hurry, I left my towel on the bench. Could you hand it to me please?" She held a dripping wet hand out. Eric took the towel to her. She had positioned herself in such a way that she was covering her boobs with one hand and holding her other hand out. The rest of her was safely hidden behind the door. Her right nipple was (intentionally) peeking out from between her index and ring fingers. It was quite stiff and Eric's recently relaxed dick shot up. "Thanks," she said, taking the towel from him and closing the door. Eric just stood there dumbfounded. He couldn't move.

A couple of minutes later, Lexi opened the door. She had worn the same sweaty clothes again. Her boobs bounced a little as she walked. "Oh, you're still here!" she exclaimed as she saw Eric.

He quickly looked down to the floor, trying to figure out something intelligent to say. "Just waiting in case you needed anything else."

"Thanks. Let's go try the machine again. You've already shown me where all the workout is focused, so you don't need to show me again -" Eric was disappointed "- let me see how well it works."

"Okay," Eric conceded and followed her. He found his spot on the bench as Lexi threw her towel on it and assumed her place on the machine. Her boobs were lusciously flowing out of the tiny white sports bra. The nipples were so visible that she might as well have not been wearing anything. This time, she adjusted all the pegs by herself and every time she got up and bent down to make the changes, she made sure Eric got a good view of her swinging breasts. Sometimes she jerked violently and her nipples threatened to pop out from the clothing.

She did a few sit-ups first, then retried the arm curls. As she curled her elbows in, she made sure her boobs were pushed up by her arms. Every now and then she would look straight at Eric and say something. He didn't hear anything. At one point she noticed that Eric had pulled her towel across his lap. She smiled to herself decided now was the time.

"See, I'm not sure these exercises were as good as my usual ones. Come and help me out, I'll show you." She got up and (Eric still wasn't listening) dragged him up from the bench. They both went to her mat and she lay down. "I'm going to do sit-ups now. Hold my legs." She was issuing commands now. Eric had managed to come back to life and followed her instructions. He knelt down and held her ankles in place.

She did a couple of sit-ups and said, "See if you can feel the muscles flexing in my calves as I do this." Eric let go of her ankles and slid his palms up her calves. "You see, I'm not sure I feel that when I'm doing this on your machine." Eric didn't know what to say. He just continued holding on to the calves, wondering if he should conjure up some escape plan or see where this goes.

"Now sit across my legs and feel my hamstrings." Eric readjusted his position and got a good grip on her hamstrings. Lexi didn't explain why she had asked him to do this and he didn't ask. Involuntarily, a few sit-ups later his hands were rubbing the insides of her thighs. Lexi's motion slowed. Suddenly she was enjoying this too much. Eric had a spaced out look and didn't know what he was doing.

"Check my abs," she instructed. Eric got up and moved to sit beside Lexi to hold her abs. He was no longer using his fingertips to point out which muscle groups were working. He had held her legs and thighs and was now holding her abs. Every time she sat up, her boobs came inches away from his lusty eyes and lips. The forward motion caused his hands to slide up her already sweaty stomach and often his thumbs would press into the underside of her boobs. After a few rounds passed without any complaints from Lexi, Eric found the courage to voluntarily move his hands so that they would press against her boobs.

Lexi smiled. Not because of the effect she knew she was having on this boy, but because she could see that he was still trying very hard to be sly. He never once slid his hands too far to, say, graze a nipple. He just pushed the boobs upwards so that the movement might (in his mind) appear natural.

Lexi stopped doing sit-ups, and Eric got up from his position. She held out her hand and he helped her up. "You were talking about the importance of a strong lower back. Let me show you what I do. Come and stand here." She positioned him behind her and faced away. She spread her legs, held her hands out to her sides, then swung down so that her right hand was touching her left foot. This caused her butt to jut out. Eric didn't move and the cheeks lightly pushed against his groin.

Lexi smiled again as she felt a wee bit of his stiffness. She switched her position so that her left hand was now on her right foot. "Hold my lower back and you'll feel it stretching." She intentionally said 'hold' instead of 'feel'. Eric held her by the waist so that his palms were next to her spine. He stepped forward an inch and spread his legs a little to get better balance. Once in position, Lexi started swinging from right to left and right again, each time grinding new blood into Eric's cock. Eric hadn't exercised one finger all day, but was sweating as much as Lexi now, despite the air-conditioning. He just held her tighter and pushed his crotch as forward as he dared - which eventually turned out to be quite a lot.

Once Lexi felt that Eric had peaked, she stood up. Eric continued to hold her - he didn't know that she had finished. She didn't ask him to remove his hands. "Those leg curls we did earlier, I just do squats to tighten my glutes and hamstrings."

Before Eric could do or say anything, Lexi placed her palms behind her head, elbows out by her sides, and slowly sat down on her haunches. Her boobs passed tightly through Eric's hands, which lodged into her armpits, causing him to slightly bend forward. He didn't know what to do. Suddenly releasing her may signal to her that he knew he was doing something embarrassing. Continuing in this stance meant that it would happen again. All he did was lightened his grip.

And then it happened. As Lexi slowly stood up, her boobs again got caught in Eric's hands. The rest of the motion caused the cups of her sports bra to slide down and get lodged under the mounds. When she was fully standing, Eric was still lightly holding her waist and didn't know what had happened. He was too confused to look at her.

Lexi shrieked, "Look what you've done!" and turned around. In any normal situation, she would have first covered herself up, either with her bra, or at least with a hand across her tits. She did neither. Her arms, still behind her head, naturally caused her quite firm boobs to rise a little and she gave Eric a full view from just two inches away.

Eric stood wide-eyed and stammered. "S-s-so-sorry." Like an eight-year-old trying to clean up a glass of milk he had just spilt before mom found out, he reached for the bra cups and tried to tug them up with two fingers and a thumb each. They wouldn't pull all the way up, so he tried it one at a time, using one hand to grab and push the breast back into the cup. Soon they were safely back in their place, but the bumbling idiot had no idea what he'd just done. Even Lexi hadn't expected this!

She lowered her hands. Eric was so afraid, he hadn't particularly enjoyed cupping her breasts and feeling her nipples. But Lexi's now very erect nipples told a different story. "I-I'm r-r-real-l-ly s-s-sorry," Eric continued apologizing.

"Oh, forget it. It was just an accident," Lexi assured him. The fear didn't leave his eyes. "Don't worry about it," she goaded him. "Here, have a sip of water and relax." They both sat down on the mat and Eric gulped down half the bottle along with the lump in his throat.

"You know what, these clothes are too sweaty. You've seen these babies anyway, so I see no harm in removing this before continuing with the exercises. Here, help me out of this." Eric wasn't sure what she meant. Surely she didn't want to perform for him naked. And SURELY she didn't want his help in removing the bra (once more). Lexi removed her arms from the straps so that only her sweat and the roundness of her boobs held the bra place.

She held her hands straight up and gave instructions, "Here, hold here and pull it off. Be gentle, now." The way she had asked Eric to do this, he had to pull the bra up from the front and rub her boobs again. This time he did take his time in peeling it off, but was still careful to not press hard into her boobs. Once it was off, she instructed him to place it on the bench. By the time he returned, she was skipping in place, as if to warm up, which was absolutely unnecessary.

Her boobs were bouncing in rhythm, beating a tune into Eric's cock. He was close to bursting. She stopped when he was standing next to her. "Let's try push-ups, shall we?"

Without waiting for a reply, she lay down on the mat and braced her hands against it next to her shoulders. Up and down she pushed and released, her nipples pointing to some precise location on the mat as if it were a map to some buried treasure. She lay down and used one hand to point to her shoulder blades. "Come and hold here," she commanded. Eric bent down next to her and held her naked flesh.

"No, no. That won't be comfortable when I push up. Stand across my back and you will be able to hold me comfortably." He moved across her. He wedged his fingers between her forearms and ribcage, and held his palms against her back. He used his thumb to feel her up as much as he dared to. As Lexi pushed upwards, his fingers were released from the wedge and he got a better grip. He looked down one side and saw that his fingers were pressed against her sideboob.

Receiving no reprimands, he suddenly got bolder and started rubbing her boobs with his fingers. Lexi was smiling to herself. She had managed to make a man out of this small kid. She didn't say anything for a few minutes. Eric knew that what he was doing was no longer sly. Lexi had to be feeling his fingers rubbing against her boobs. Lexi decided one more scare was in order.

"What are you doing?" she yelled out suddenly. Eric let go of her and stepped quickly to the side, almost kicking her on the way. "N-n-n-nothing. I w-was just holding you, like y-y-you s-s-said."

She stood up, looked him up and down, then took a step closer to him. Eric flinched, and reflexively raised his hands and turned his face as though to defend himself from an attack. She squeezed her fingers against his hard cock, acting like she had noticed it for the first time. "If you were doing nothing, then what's this?"

"Umm- umm- it's just- umm-"

"It seems he likes my breasts very much," she said, and grabbed as much of his cock as she could through the thick material. Eric just continued to stammer nonsense. "Have you ever been with a girl?" He shook his head. "Do you want to be?" He didn't know what to say, but fear caused him to shake his head again.

She stroked his dick hard. "This guy seems to have a different answer." She unbuckled his belt and undid his pants. The swollen rod managed to stay in his briefs merely by the waistband. The slightest flick and it would have shot out. Lexi reached in and grabbed his cock along with a few young strands of pubic hair and a lot of sticky precum, pushing the front of his briefs out of the way. At her touch, Eric could no longer control himself and shot a huge load that splattered right on to Lexi's stomach and thighs.

"See, he definitely likes me. We just have to train him to be more respectful. Here, give me your hand." She took Eric's right hand in her free left hand and pressed it into her boobs. Shivers went down his spine as the erect pointy nipples punctured his hand. The chill in the room had already stiffened them up, but they hardened even more under his touch. "Do you like that?" she asked. She decided to be gentle with him. She felt bad about the way she had scared him out of his wits and wanted to give him some confidence. Lexi didn't even bother cleaning up the mess he had just made.

She used both hands to pull his T-shirt off and throw it away to reveal his scrawny body. "He's obviously not qualified to sell gym equipment," she thought. "Thank God at least his manhood is made of sterner stuff," she privately acknowledged his very thick and long-ish instrument. Very lightly, she stroked her fingers up his stomach, then his nipples. The round nubs jumped out into little triangles as she flicked and rolled them. He mimicked her actions, now using both hands to play with her nipples. "That's right," she encouraged, "That's what you want to do." When she rolled his nipples, he rolled hers. When she stroked, he stroked, when she pinched, he pinched.

She let go of his chest, moved a couple of inches closer and started stroking his back. His hands were wedged between her chest and his. Instead of just the nipples, he cupped both her breasts. Had he been a jock, his hands would have probably been large enough to fully encase them, but he wasn't so lucky. He did the best he could with his small hands. He rubbed them in circular motions, the nipples pricking into the center of his palms, and pressed into the strong flesh with his fingers. He held them and poked them and squeezed them, wondering in how many other ways he could enjoy them.

Lexi dropped his briefs and cupped his arse. She took a step forward and placed one foot directly on his clothes, causing Eric to stagger backwards. In doing so, his pants and briefs left his ankles. He was now completely naked and no longer shy. Like a 'pleasure meter', his thick dick rose and was rubbing hard against her shorts. There was an intensity in his hands and he was aggressively mauling her boobs, thinking somehow that would relieve the intense pain his dick was feeling. His breathing matched his aggression.