My Viet Namese friend Don got me to start working out with him.  I had not been in shape for some time, but after several months of his consistent coaching, my weight started to melt off and my body began to attain a more manly shape in all areas except one.  There wasn't much I could do for that, I thought, so I just appreciated the more toned arms and the abs that were starting to get defined on my formerly flabby belly.

Don usually wore skin tight biker type of shorts that were very distracting when he was spotting me when I was doing my bench presses.  That obscenely large bulge just about blotted out my vision as I struggled to pump 1/2 as much as he did.  I usually wore rather baggy shorts that hung down to my knees and a jock that I found that fit (it came from a Little League store, but it was so snug and comfy).

Don left with Jessica to visit relatives in Viet Nam for a month.  I struggled to continue my work outs, but then one day I noticed a new lady working out on a Nautilus machine near to the free weights.  Judging from her face, she looked to be in her late 30s or early 40s.  She was pretty statueque (she looked to be about 5' 10") and her chest was rather large - I had suspicions that it was not natural since her breasts stood out so nicely above her flat tummy.  She notice me looking at her and she smiled.  My face colored and I'm sure I whipped my head away after I realized I had been staring at her amazing ta-tas as she did her tricep push downs.

"How ya doing honey! My name is Elizabeth, but you can call me Lizzie", she said to me.

"Oh - I-I'm Ron glad to meet you!  You're new here aren't you?" I asked.

 "Yep, just moved to town and I wanted to work out with other sexy folks.  I sure am glad to see a friendly face like yours" she teased.

We chatted as we worked out and she spotted me and rubbed my biceps appreciatively as I did my free weight military presses.  After we finished working out, we went to the juice bar and spoke some more.  I was glad to find out that she was going to be a regular customer.  I asked her what her schedule was and I made mental notes to be sure that I could be there whenever she was.

The next couple of sessions, we spoke about our interests and places we'd been.  I was right, she was 42 years old which was OK by me since I was 37.  She was surprised that I had not been married and I confessed that I had not always been the fine specimen of a man she was used to seeing.  She laughed and said, "Believe me honey, I've had enough of steroid nuts!  Some men make themselves SO big and it really doesn't impress the girls for long.  I like a man with a toned body.  Besides steroid muscles like my ex had were really detrimental to other parts of him that girls like if you know what I mean."

I must've looked a bit stunned or stupid because she laughed and held her hands up and said, "After a couple of years on the juice he may have had 20 inch biceps, but I doubt his peter was much longer than this" she said while holding them about 5 inches apart.  She rubbed my arms and said, "You are so lucky you haven't shrunk yourself down to make these 'guns' bigger!  Women, full grown women, need a little bigger spoon to stir their kettle if you know what I mean."  I tried to laugh as loudly as she expected me, but a knot started to form in my stomach as well.

That evening I went home and looked down at my pathetically small penis and thought, "Oh man, Lizzie is so hot, she's not going to be satisfied with this."

The next day, Don called and we got together from dinner.  He had just gotten back from Viet Nam but Jessica was still over there visiting distant relatives so he had a sort of open social calendar.  We spoke about his trip and he bragged about the commotion he caused on Ca Na beach with his overstuffed Speedos.  My eyes must've betrayed me when I failed to laugh too heartily at yet another "Cocky Don" story.

"Yo man, what's up?  You look like I just shit on your plate and made you eat it?"

I told Don about the busty MILF that I had been chatting up at LA Fitness.  He smiled as I described her rather bodacious charms and her tight butt and abs.  He really perked up when I told him about her disappointing relationships with a couple of muscle heads, including her ex.  Don leaned back in his chair and made an adjustment in his nether region and then put his hands behind his head and started flexing each bicep in alternating fashion.  He was thinking very hard.

He then leaned forward and snapped his fingers.  "I got it!  We got to trick Lizzie into liking a guy like you instead of one like me!  I'll make her hate big cocked men with my terrible attitude.  This is great because Jessica won't know a thing about this...will she Ronnie".

He grabbed my hand and started to squeeze.  Although I had been getting into shape, Don was still way stronger than me and his grib caused me to yelp "YESS!  Jessica won't know anything about us and Lizzie!"

He decided that we needed to trick her into thinking I was pretty well hung at first to make her transition to liking smaller dicked guys easier.  We went back to his house and he started rummaging about in Jessica's chest and drawers.  He pulled out several dildos of varying sizes.  I was curious to what she had those for.  "At first, she couldn't take my huge cock, so I had her practice a month on the 6 incher, then a month on the 7 incher, etc.  Finally she got to the 10 incher, which is close enough to mine although it is rather skinny in comparison and she was able to take most of it into her pussy.  I was finally able to penetrate her without breaking her in half and now, she can't take anything smaller than mine near her pussy!"

He rubbed his chin and said, "Well you're supposed to be soft, so the 6 incher should do.  I'll get a garter of hers and put attach it to it.  You're going to have to wear the tightest shorts you have tomorrow when we go to LA Fitness."

The next evening, Don and I went into the locker room and he showed me the garter/dildo contraption he fashioned for me.  I put it on over my shrunken ball sac and nub and slid into the skin tight shorts I had bought earlier in the day.  I stood looking in the mirror and whistled appreciatively.  Don came in next to me and I looked on aghast and said "Dude - you're showing a bigger bulge than me still!"  

Don looked down and said "Shit.  I'll have to wear one of your knee length sweat shorts, and somehow I'll have to contain myself so I don't flop around too much."  A light bulb seemed to go off and he took a towel by the shower and ripped into into strips of cloth.  "Come over here and help me out!"

I had to kneel down and tie 4 strips of cloth around his right thigh and his pendulous penis to bind it down tight.  He slipped the baggy shorts on and luckily there was enough loose cloth to not show his tennis ball sized testicles.  The nearness and smell of his organ made me slightly dizzy and I had to do a Tebow for a minute to catch my breath and steady my shaking hands.

We walked out of the locker room and onto the floor.  Lizzie was just starting to do her sets when I sauntered over to her.  Her eyes nearly bugged out and zeroed in on my crouch as I placed my right hand on my hip and my left hand on Don's shoulder as I introduced him.  

"Don is pretty much a professional bodybuilder.  He's been training for years and although he's shorter then me, he really has some big muscles.  He's been helping me lose weight, but he wants me to add some muscle mass like his."

"Yeah, with the right diet and supplements, Ron has the makings of a first class bodybuilder.  I have a great muscle shake and some other treatments I've developed that will help get the right hormones to Ron's muscle tissue and make him gain a lot of mass."

Lizzie looked at Don like he was crazy and said "Are you kidding with me, why mess with his body's chemistry!  I mean he's lean and he's got other assets that I never knew he had!"

We bantered about it for a while and I acted like I was really leaning towards a full treatment of steroid usage.  Lizzie was getting more and more vehement and said "Look, I've seen what supplements do to a man and Ron should not risk all that he has just to satisfy his trainer."

"OK, I'll prove that my program will be of value.  Can you come with us to my house?  I'd like to demonstrate what the right hormones can do for a man like Ronnie..er Ron."

She harrumphed but agreed to come.  I drove her to Don's very expensive neighborhood and I noticed that her hand kept landing accidentally on my thigh.  She was very talkative and said "Imagine, that little Asian boy trying to tell me how steroids will improve this...this...body of yours!  I've seen it all before, big biceps and teeny tiny little wee wee - bah!"

When we got to his house, he came to the door in a shower towel.  His chest and buff arms were on display and even though she was mad at him I noticed that Lizzie's eyebrows arched up as he lead us to his personal gym room.  When we got there, a mat was on the floor and a scarf was hanging from a barbell with something like 400 pounds on it.

"I'd like for you to put this on over your eyes.  I think a tactile comparison between me and Ron would be in order and I don't want your vision to prejudice your opinion.  Lizzie was a bit suspicious, but she said, "Well, if you're ashamed of something, I won't begrudge the blindfold.  She bent down so that Don could wrap it around her head.  He then said, "Ronnie, let's spin her around a little bit so she won't know who's who."  We spun her around and she sank down to her knees dizzily.

Don then motioned for me to remove my shorts and he undid his shower towel.  He then moved an exercise step closer to her and stood up on it.  Then amazingly, he altered his voice and my twang came out of his mouth.

"Why don't you reach out and feel each of us and describe what you think?  Are you ready Don?"

I grunted assent and she put her arms out and felt our legs.  Since Don was on the exercise step he seemed taller and my voice had come from her right so she said "I think I know you Ron!"  As her fingers traced up his leg, she felt the head of his penis just a few inches above his kneecap and worked her hand up higher, and higher, and higher until she came to the root of the man meat dangling down so far.  Her breath inhaled sharply and she whispered "Oh my."

Her left hand traced up my thigh and she tilted her head quizzically as her fingers kept tracking upward and not feeling anything.  Finally her fingernails lightly brushed against my balls and my 1 inch softie.  A lop sided grin formed as she covered my genitals with just the palm of her hand.  "Those steroids, they do take a toll don't they Chinaman".

Don smiled and my voice came out and said "Oh, that's not a fair comparison.  You need to make them hard because he might be a grower while I might just be a show-er."  Lizzie shrugged her shoulders and said, "I don't think there's enough dick meat to make 1/2 of you, but we'll find out."

She started kneading Don's prodigious cock like it was a loaf of bread as it slowly raised.  She gripped my dick head with her index finger and a thumb and put her pinkie up as she tugged it out with short, sharp little jerks.  Don's cock grew alarmingly big and flared to where Lizzie's hand could not reach around it  My little dickie was trying desperately to pass the 2 inch mark, but it felt soft like a little worm wriggling between her fingers.

Fake Ron said, "Some guys need a little more encouragement to get bigger.  Why don't you try sucking his little popcicle?"

Lizzie laughed and said "All right, but only if I can suck yours too!"  She puckered up and sucked my manhood in like an Italian woman devouring spagetti.  Her tongue wrapped around my cock head and shaft and then juggled my dick up and down like a child's toy.  I started to harden some more and she jokingly said "Oh my, how big will this cock get?!  I hope I don't choke on it!"

She then spit me out like used gum and started devouring Don's head to the frenulum which caused her to involuntarily gag as she stretched her jaw out to attempt to inhale his massive shaft.  "Oh Ron, this is a REAL MAN'S cock!  I could suck on it all day!"  Don looked at me and winked.

"Let's change position.  Let us go and let me get in front of you baby".

Lizzie slapped my little dickie away and slowly let Don's down.  He stepped backwards off the apparatus and he put me in front of her and then ground his pelvis into my butt.  I looked down and saw a dark shape emerging ominiously under my raging hard-on.  His much larger penis stuck out like a surfboard and I felt my little balls riding on the rough surface of his veiny shaft and my dicklet jumped up and down uncontrollably.  He reached around and guided Lizzie's mouth to his cock and she smiled as the mass started to press against her lips.

Her jaw's cartilage and muscles stretched and made popping noises and she finally got his cock head past her teeth.  Her throat muscles must have started relaxing because her nose was approaching the tip of my penis.  Finally she brushed against the tip of my little dick and her eyebrows arched inquisitively.  Her nose twitched as if tickled and when she pulled back she said "What the fuck was that?"

Don laughed and said, "Why don't you remove your blindfold and see what you've been rubbing your nose into!"

She slowly lifted the scarf from her right eye and looked up to see me staring down at her.  "I knew you had a huge cock Ron!  I've never had something that large in my mouth before."

My eyes watered and I shook my head slowly as Don's laugh emerged from behind my back.  "Ronnie is not the stud you think he is!  I AM!"

Lizzie looked down and saw my little dick and balls splayed across the surface of Don's python and she uttered "Well, fuck me!  I had no idea that a little Asian boy on steroids could be so HUNG!"

Don laughed and thrust against me so hard his cock actually punched Lizzie in the cheek.  Seeing that massive meat missile leaving a red mark on her face was too much and a small spurt of cum shot out of me and hit the back of Don's flared cock head.  A few more desultory drops dribbled out and my cock started to retract like a frightened turtle in it's shell.

Lizzie wrinkled her nose and said "Damn!  Ron you must have been on steroids for years because my ex is twice as big and potent as your pathetic little dick and he was a joke in the sack."

Don picked me up and off his cock and put me to the side.  He strode up next to Lizzie and started smacking her face with his heavy tool.  "You fuckin' like big cocks, eh?!  How about this bitch!  How do you like getting cock smacked by a non-steroid taking Asian stud?!"

I could see that Don was attempting to make Lizzie mad with this treatment so that she would think better of me, but surprisingly she smiled and said "Hit me HARDER you fuckin stud muffin! I want that cock to torture the hell out of me!"

Don started to feel a primal rage as he cock whipped her face, shoulders, breasts and back.  He then picked her up from the floor and turned her around and bent her torso down to her knees.  Her shaven cunt was dripping and Don started leaking pre-cum puddles on the floor between their feet.  His heat seeking missile found her hot box and started to press dangerously into it.

Gurgling sounds came out of her throat as she felt the enormity of the flesh shaft trying to pry her cunt apart.  "Be gentle - I've never had ANYTHING that large inside me before" she moaned.  Don smacked her ass on both cheeks and said "Shut up bitch and feel the wrath of a REAL MAN!"

I slowly sank down on and sat dazed on the floor as I watched Don's shaft sink ever deeper into the pussy I so wanted to feel.  As her lips engorged they were stretched dangerously thin by the sheer size of Don's cock.  They went from a dark red to nearly white as the blood was forced out by the veiny vessel that was shredding her insides.  I reached down and started yanking my still soft and wet pud forcefully.

Don finally got three quarters of his cock into her cunt before she screamed, "I'M CUMMING!  I'M CUMMING SO HARD!"  She kept screaming that over and over and finally he said, "Do you mind if I do the same?"

Lizzie was beyond hearing as she exerpienced ecstasy beyond ecstasy so Don pulled half way out and winked at me as his balls started to jerk.  Lizzie's pussy started to make squishing noises as the huge amount of cum that Don deposited started to flood her system.  He pulled all the way out and aimed a few jets of cum in my direction.  My face and chest took direct hits of thick cum from Don's canon as Lizzie stood up and a river of sploodge dripped down her legs onto the floor.

Lizzie and Don looked down at me with contempt as I popped off a second time as my watery seed dripped onto the floor.  Lizzie grabbed Don's still huge cock and held it up threateningly in my direction and said "And to think I thought you were a stud!  I guess you stuffed your panties with a tube to make yourself look like your Master!"

She put her big toe over my cum stain and covered it.  "Yech!  I'm glad that little puddle didn't get anywhere near my hot cunt!  Imagine if that had somehow managed to impregnate me - I'd hate to inflict your littleness on another generation of women!"

Lizzie draped her self over Don and he effortlessly picked her up and started to carry her to his bedroom.  He looked back over his shoulder and said "Ronnie, don't forget, when we're done you need to lick up all my cum from the floor, from your body and if you're lucky from her pussy!"

They both laughed and I followed my Master's orders to the letter.