Ben had just turned 26 when he got took the job. His mom and sister had really gotten into exercise after the excesses of the holidays, and by early February they were working out five times a week. Neither mother nor daughter was particularly overweight, but they enjoyed the time together, and they noticed almost immediately that they had more energy. The two made a routine and were sticking to it.

Barbara and Torey Reynolds were members of Curves, a women-only circuit-based exercise facility. There were several near their home, including one at the strip mall up the road. Ben drove past it everyday on his way to work.

Ben Reynolds had graduated with a degree in Physical Education. A very active and athletic person, Ben had been a varsity cornerback, with short but powerful legs and deep chest capable of absorbing great amounts of air during play. While Ben was an uncommonly talented athlete, he was himself not a particularly handsome lad. With a flat nose and a weak chin, he was nowhere near ugly, but Ben’s sexual experiences in college owed more to his prominence as a top athlete than to his appearance. Still, Ben was fit and smart, and he knew how to make the human body perform at its peak.

In that way, Ben Reynolds was uniquely qualified for the job. Barbara had chatted briefly with the Curves location manager, a mousy woman named Louise, and discovered that the strip mall location on Bayfield Road was in need of a shift manager in the evenings. She immediately thought of her son Ben who, despite perpetual opportunity for employment through his father’s landscaping firm, had yet to find meaningful employment since graduation.

And so it was through this hook-and-crook method that Ben came to become the evening shift manager at Curves Fitness on Bayfield Road. The interview was nearly perfunctory, with the mousy Louise glimpsing briefly at his resume, and focusing primarily on his current physical form, which was nothing short of perfection.

Ben was not reluctant about his new position, but neither did he look forward to it. Having spent the majority of his college tenure in and near the smelly, dank confines of the gym, Ben had hoped for more. Still, the position was undeniably well suited to his training. After a few days of awkward orientation and procedure memorization, Ben felt quickly comfortable in his new environs.

The first day at the front desk, Ben was almost immediately embarrassed by the arrival of his mother and sister. Barbara gave him a humiliating hug and a kiss on the cheek. He was just recovering from the shame when his older sister Torey gave him a sharp elbow in the ribs. He punched her playfully on the shoulder and put on his best face as his female relations walked toward the club’s locker room to change.

Beyond the regular distractions of his mom and sister, Ben’s evening routine was simple and strangely satisfying. Strictly speaking, his duties were limited to manning the front desk, providing limited customer and technical support for patrons using the facilities and equipment, and getting the store prepared for final closing by a manager. This was usually Becky, who sauntered in sometime after 9pm, ogling Ben for a few minutes while z-reading the register, then removing the cash and receipts for tally and deposit offsite. Ben could care less about Becky’s lewd glances; she was married and a mother, and not at all attractive.

Ben gradually began to catch on that a healthy percentage of the patrons of the club spent a little extra time watching him. He found himself helping the same women understand the same pieces of equipment. No one was terribly overt or touchy so far, so he didn’t mind the attention. During his second month working there, he finally had a woman give him her phone number. She was quite a bit older, though rather attractive. Still, he thought it inappropriate, and so he never called her. He was always polite to her and never mentioned it to anyone.

It was a normal, hot July evening when the club’s front door swung open. Ben reluctantly pulled his eyes from a magazine to greet the new arrival. By all accounts, she was reasonably attractive, but not beautiful. The woman was not a member, and Ben began the process of signing her up. He asked for her driver’s license and started copying down the relevant data onto the membership form.

He took in some quick details: name: Sophie Tollers; age: 35; hair: blond; eyes: brown; height: 5’6”; weight: 125. The remainder of the membership process went smoothly, and Ben took Ms. Tollers around the facility for orientation.

“Do you have any questions before you get started?” Ben asked informally.

“Don’t you have some kind of intake method, you know, to help me figure out my ideal body weight and all that?” Sophie Tollers asked back.

“Uh, yes of course. I can take some measurements and do a quick calculation to help determine your body mass index, and your percentage of body fat. That will help us figure out your weight loss goals. Step in here, if you would.”

Ben led Sophie to a small office containing a scale and a small desk. The blinds in the office were closed for privacy.

“Okay, can you stand on the scale for me, please?”

Sophie mounted the scale with trepidation. She knew the number on her license was a lie, but she hated to find out by how much. Ben nonchalantly slid the weights back and forth until the scale balanced. He recorded the number on a chart.

“137 pounds. Thanks, you can step down. I’m going to measure your hlps, if I may.”

Ben produced a measuring tape from a drawer and carefully wrapped it around Sophie’s midsection.

“38 inches. Now the waist: 30 inches. And you’re 5 foot 6, was it?”

Sophie nodded meekly. She wanted to lose the weight, but having her personal details measured and recorded by this chiseled young man was almost unbearable. Ben tapped on a calculator for a moment and then wrote down some results.

“Okay, you have an approximate body fat percentage of 30%. Technically that puts you in the ‘acceptable’ category, but it’s pretty close to what is medically considered ‘obese’.”

“Obese?” Sophie nearly cried. “Jesus, I’m not that fat, am I?”

Ben had heard this a thousand times.

“Ma’am, these are just numbers. Each body is different. I don’t think you look obese at all. This is just a starting place for your exercise plan.”

“Oh, Christ, don’t call me Ma’am, either, please. Makes me sound like an old lady.” Sophie felt herself starting to unravel.

“I’m sorry, Miss. Anyway, let’s aim for a body fat percentage of 21-24%. So, you only need to lose about ten or eleven pounds. That’s not so bad.”

“Right. Thanks. I’m sorry if I freaked out on you.”

“That’s alright. This can be hard to hear. But you’re here, and you’re now a member. You’ve shown the courage to show up. I think you’re going to do great. You’ll shed these pounds in no time.”

Ben led Sophie from the office, escorted her to the locker room and took his leave. The rest of the evening went quietly, and soon closing time approached. He waved to Sophie as she left. She was aglow with perspiration, but she smiled back. Double-checking that Sophie had been the last customer left in the building, Ben locked the front door from inside and started picking up, resetting the machines, rearranging the dumbbell weights in the proper order.

Ben made a sweep of the locker room, finding one sweatsock, a towel and a pair of reading glasses. Regular contact with sweaty people and their belongings did not easily gross out Ben. He’d been around this stuff long enough. But he was amazed and how forgetful people were.

“How can people lose so much shit in a place this small?” Ben asked himself incredulously.

He tossed the errant items in an overflowing Lost and Found bin in the corner. He turned to leave the locker room, and on his way out, spotted another item, this one hanging from the inside doorknob. Ben reached out and lifted the item. Bringing it into the light, he found it was a pair of lacy, dark green thong panties.

“Who in the world would have left—“

Ben instantly knew the answer. It would have to have been the last person to leave. Otherwise someone else would have found them on the doorknob. Women, while apparently forgetful of their own items, are fastidious enough to not have left these panties where there were.

“Sophie Tollers,” Ben breathed.

He examined the panties more closely. They were very sexy, and he Ben found himself imagining them on the new customer. Sophie was very cute, though not gorgeous. But he remembered doing her measurements, his arms around her, his hand near her hips. He envisioned her glowing face, shiny with sweat. Ben absentmindedly touched the fabric of the panties. His thumb landed on a damp spot on the small patch of lacy fabric. Ben immediately felt his cock stir. He pressed his palm against his crotch, feeling his erection grow rapidly against the pressure.

Ben was not a particularly impulsive person, but he felt a tremendous need to masturbate. He glanced out the locker room door at the locked front door, and satisfied that the manager had not yet arrived to close up, Ben unzipped his fly and wrestled his erect cock from underneath his briefs.

Ben stood conspicuously in the middle of the locker room, pulling on his penis with one hand, handling the panties in the other. Soon he detected orgasm around the corner. He stepped over to the tall trashcan in the corner. He pressed the crotch of the panties to his nose. Ben inhaled deeply. The scent from the damp patch pushed every hormonal button in his body. He instantly lurched into orgasm. He grunted and twitched as he worked to control his body. He aimed his erupting cock at the trashcan, spraying his cum into the plastic bag liner. He breathed in the panties again. Another wave of orgasm washed over him. More spurts shot into the trashcan.

As the shock of climax ebbed, Ben heard the front door open. He looked down in horror at his twitching phallus dribbling the last remnants of ejaculate into the waste bin. Ben stuffed his cock back in his pants and zipped them, then stuffed the panties into his pocket.

“Hi Ben!” Becky called from the front.

Ben cleared his throat, which was thick with saliva.

“Yeah, I’ll be right up!” Ben called back. His voice felt shaky.

Ben looked into the trashcan, paranoid that his semen would be clearly visible, or would be obvious to the nose. But the room smelled like a locker room, and the ejaculate had all run down and was not easily visible. Ben finally retreated from the room. He made awkward small talk with Becky briefly, and then let himself out and drove home.

The next night, Ben was signing up a new member when Sophie came in. She shot him a funny look, which made Ben blush noticeably. She went to the locker room, changed and started her workout. Ben tried not to think about it as he finished the new member process and gave the middle-aged woman the tour.

About an hour later, Sophie walked toward the front with her gym bag. Ben was at the counter. He immediate felt awkward, a mix of arousal and guilt filling his thoughts.

“Say, Ben, I think I might have left something here last night. Did you find anything?”

Ben turned about six shades of red.

“Um, I think there was a sweatsock and a towel. Oh, and a pair of glasses, like reading glasses. They’re all in the Lost and Found bin back there.”

“That’s it? You didn’t find anything else?”

Ben wanted to die. Was this a setup? Was she teasing him, or torturing him? He’d taken them home, like an idiot, so he had no way to giving them back even if he admitted to finding them.

“I think so. What was it you were missing?”

“Oh, you’d know if you’d found them. I guess you didn’t find them. That’s too bad. Thanks anyway. Good night, Ben!”

Sophie disappeared. Ben was terrified. He wasn’t sure what this was all about, but he felt like he’d fallen into a big bear trap.

The next night, Sophie was again the last to leave. She didn’t even look at him as she left. The moment the door closed, he locked it and ran to the back. Sure enough, right on the doorknob hung another pair of panties. These were satin, pink, boy-cut. The edges were trimmed in lace.

“Jesus,” Ben hissed. His cock swelled instantly. This time he didn’t hesitate. He unzipped, pulled out his pecker, and immediately started pounding it. He pressed the damp patch against his nose and breathed in. The smell of a woman’s juices filled his olfactory sensors, and remarkable hormonal responses kicked in. Ben barely made it to the corner trashcan when his cock exploded.

“Fuck!” he groaned, almost disoriented with lust. He leaned heavily against the wall, pushing his painfully stiff member straight down into the trashcan as volley after volley erupted from the tip. Ben milked the last drops of cum from his cock and inhaled one more time from the pink panties.

Satisfied, Ben didn’t linger, knowing that Becky or Louise would arrive momentarily. He smelled the panties one more time, then stuffed them into his pocket. His drooping penis likewise got shoved unceremoniously back into his pants. He picked up the locker room and then started his sweep of the main workout space.

Sophie didn’t come to workout the next night, and Ben was slightly disappointed. The evening passed without interest or incident. He found himself fighting off erections throughout the evening.

The next night was a Friday night. It was usually a dead night, as most people have plans to go out or stay in, or do something other than workout. A few diehards came through, but Ben couldn’t wait to get out of there and meet up with some friends for a beer.

Sophie strolled in at almost 8 o’clock. Ben smiled when she entered. She walked right up to Ben at the counter.

“Hi Ben. I think I’ve done it again. I think I left something here the other night. Did you find anything?”

This time Ben was prepared. He reached down into his backpack behind the counter, and produced the pink panties. They were sealed inside a Ziploc plastic bag. He’d written the date they were found on the plastic with a marker.

“Yes, Miss Tollers, I found these in the locker room two nights ago. Are these perhaps what you’re missing?”

Sophie shot Ben a devilish grin. “I said I’d left them, Ben. I didn’t say I was missing them.”

Ben wasn’t catching on.

“Do you like them, Ben?”

Ben wasn’t expecting the question.

“Uh, yes, they’re very pretty. Nice color. The lace trim is a nice touch.”

“Yes, I think so too. So, you never found the item I left the time before that?”

Ben’s cock was throbbing in his pants behind the counter. His throat was bone dry.

“Um, if you could describe what it was, I can keep an eye out for it,” Ben managed.

“Nah, I’m sure they’re lost. Too bad, they were expensive. My favorite pair,” Sophie said with a girly tone that sounded positively seductive.

“Perhaps I’ll find them yet,” Ben stammered.

“I hope so. I’d hate to think of them being lost, going to no good use!”

With that, Sophie spun around on her heels and headed for the locker room. Ben exhaled loudly. He realized he’d been so excited he’d been holding his breath.

Ben watched Sophie workout from the corner of his eye. He continued to flip through the same magazine, completely oblivious to its contents. His mind, and his eyes, were on Sophie Tollers. He took in her frame. She was not at all fat. Rubenesque, perhaps, but she had good proportions. Her chest was full but not enormous. Her butt was muscular underneath, as were her thighs. He loved muscular thighs. His cock punched angrily against his pants all night as he mentally relived all the various events involving Sophie and her panties.

It was 8:46 PM. Only Sophie and Mrs. Henderson were still in the club. Old Mrs. Henderson was on the bicycle machine, fully absorbed in the gossip of People magazine. Sophie was on the floor, trying to do sit-ups. She was having a hard time keeping her feet on the ground while she did her crunches. Ben spotted this and went over to help.

“I can hold your feet down for you. It’ll help you get better balance and makes these a lot easier.”

Ben knelt at her feet. She was wearing shorts, and he took in her smooth, muscular legs. They were tan, with fine blond hairs.

“Thanks, Ben. I think that would help a lot. Ready?”

Ben locked his hands onto Sophie’s tennis shoes and leaned on them with some weight.

“Yep, all set. Go ahead.”

Sophie lurched into a sit-up. She grimaced at the discomfort. She’d always hated these. They hurt her tailbone, mostly. Plus they were hard.

Out of instinct and training, Ben started offering encouragement.

“Come on, Sophie, you’re doing great.”

He challenged her, praised her, and generally motivated her. Sophie did many more of them than she would have expected. After thirty, she collapsed on her back.

“Take a breather. Then we’ll do another thirty.”

“Jesus, are you kidding me?”

Ben laughed. “You can do it. You’re doing a great job.”

After a minute, Sophie was ready to try again. She was on sit-up number twelve when old Mrs. Henderson dismounted the bike and dragged herself to the locker room.

“Alright, seventeen. You’re more than halfway there. Keep going,” Ben coached her.

After thirty, Sophie collapsed again. Ben looked up at the departing Mrs. Henderson and wished her a good night. The door closed behind her. Ben challenged Sophie to another set of thirty sit-ups. She rolled her eyes, but agreed.

Right as she was about to start, the phone rang.

“Hold that thought,” Ben said as he jumped up and ran for the counter.

“Curves Fitness, this is Ben,” he said as he looked at the clock. It was 8:54.

“Hi Ben, it’s Becky. Say, I can’t get out there tonight to lock up. My kid is sick, he’s throwing up all over. Anyway, Just lock up behind you. I’ll do the register in the morning before store open. Sorry!”

“Oh, no problem. I don’t know how to set the alarm, though. Is that a problem?”

“Um, tell you what. Take the cash drawer out of the register and lock it in the office. And then leave the register open. At least then burglars won’t think we left the money in the building. Make sense?”

“Yeah, sure. I hope your kid feels better. Good night, Becky.”

Ben hung up and looked at the clock again. It was 8:56, too late for anyone to start working out. He stepped over to the front door and turned the locking knob. He also turned off the neon OPEN sign. Then he returned to his place at Sophie’s feet.

“Okay, ready?” Ben queried.

“Are we the last ones here?” Sophie asked.

“Yes, but that doesn’t get you off the hook. Now get going!”

Sophie dutifully commenced her sit-ups. After a few repetitions, Ben noticed that Sophie’s shorts had slid down her legs. They were loose-fitting shorts anyway, but as she continued her sit-ups, more and more of her thighs were becoming visible. Ben tried not to stare. Sophie didn’t seem to notice. Ben continued to count out her repetitions.

“Ten! You’re slowing down, Sophie. Keep going! Eleven!”

And then it happened. Ben looked back down and saw Sophie’s panties underneath her wide-legged shorts. Ben gasped quietly. He was staring straight down into her pantied crotch! He couldn’t believe this was happening. Sophie, meanwhile, continued her workout.

“Fifteen! Sixteen!”

The more she exerted, the more of her panties became visible. With the bright overhead fluorescent fixtures, Ben could make out the color. They were a powder blue. There was a design of some kind stitched into them, but Ben couldn’t quite make it out.

“Nineteen! Twenty!”

More and more details became evident. He could see traces of Sophie’s pubic hair around the edges. The fabric was cotton, most likely. Ben’s cock was achingly erect. He was thankful he was sitting, and that Sophie couldn’t see it over her knees.

“Twenty-four! Twenty-five!”

Ben could barely keep count. All he could see and think about was the panty-covered pussy just inches from his face. He remembered the sight, the feel and the smell of Sophie’s other panties, and the intoxicating lust that had twice driven him to masturbate into the trashcan.

“Twenty-eight! Twenty-nine! And thirty! Great job!”

Sophie again fell back, clearly exhausted. She closed her eyes, and worked to catch her breath.

“Sophie, that was awesome. That’s three sets you gave me!”

Sophie laughed. She propped herself up on her elbows and looked through her knees at Ben.

“And now it’s three pairs, as well.”

Ben swallowed hard. His stomach was a knot of fear and lust.

“Do you like them, Ben? Are they as pretty as the pink ones?”

Ben couldn’t speak. He looked back down through the leg of her shorts at the powder blue panties.

“Are they as pretty as the green ones, Ben? Which one is your favorite?”

Ben’s mouth was thick with spit, and his tongue felt swollen. He didn’t think he could form words with it.

“Would you like to see them better, Ben?”

Sophie got up and walked seductively to the locker room. She didn’t look back at Ben. As the door closed behind her, Ben instinctively got up and followed her.

Ben swung the door open. Sophie was sitting on the end of the bench that ran down the middle of the locker room.

“Take off my shorts, Ben.”

Ben knelt in front of her. He was almost a zombie now. He heard and obeyed, afraid that if he spoke the dream would end. He tugged on her shorts. She lifted her weight so that he could slide them off. The black nylon shorts lay around her tennis shoes. She kicked the shorts aside. Sophie sat before Ben in a t-shirt, sock, shoes and panties, her knees apart and her hips rocked forward.

Ben took in the blue underwear; bikini cut, high on the hips. Ben saw Sophie’s mound stretching the fabric. A wet spot was already forming. Sophie watched Ben watching her.

“Did you like the smell of my other panties?”

Ben could only nod.

“Would you like to smell these, too?”

Without even waiting for any kind of response from Ben, Sophie put her hands on Ben’s head and pulled his face to her crotch. Ben nearly came in his pants. He moaned loudly. Sophie whimpered. She could feel his hot breath on her.

“Breathe in, Ben. Smell me. Smell how wet I am.”

Ben breathed in. Her aroma was like a drug. Ben was completely intoxicated. He could think of nothing else besides Sophie. He wanted so badly to taste her, to please her. Without invitation, Ben began to press his lips and tongue against the damp cotton fabric.

“Jesus, Ben. Are you trying to eat me out?”

The lewd talk was enough. Ben started to gnaw on Sophie’s panty-covered pussy as if the panties weren’t even there. He licked and kissed her. He put his mouth over her entire mound. He pressed his tongue against her clit. She responded with a jolt.

“Fuck! Eat me, Ben. Eat me out just like that. Eat me out in my panties!”

Ben needed no permission. He ravaged her with his mouth. Without the layer of fabric, his ministrations might have been too much, but the thin patch of cotton transferred the passion of his effort right into Sophie’s engorged clitoris.

“Ah, Jesus. Lick me, Ben. Lick my fucking pussy. God, that’s amazing!”

Finally, Sophie couldn’t take it. She reached down and peeled away the crotch of her panties, exposing her naked crotch to Ben. He looked up at her.

“Thank you,” he managed, his voice hoarse and weak.

“Go for it, stud!” Sophie coached.

Ben immediately thrust his face against her hairy pussy. Her taste was amazing. His cock was drooling precum at a prodigious rate. But that didn’t matter. All Ben wanted to was to get this woman off.

“Seven! Eight!” Sophie called out, echoing Ben’s earlier role between her legs.

Sophie’s mind raced. Ben was driving her wild. His tongue on her clit was better than anything she’d ever felt. For Ben’s part, he’d never been so aroused in his entire life.

“Thirteen! Fourteen! Fuck!”

Ben slipped his tongue into her pussy, pressing deeply into her canal. Sophie was sopping wet, her labia slick with the fluids of her arousal.

“Twenty! Twenty-one!”

Ben lifted his hand and slipped a finger inside her, returning his lips and tongue to her swollen clit.

“Twenty-six! Twenty-seven! Shit, unh!”

Ben added another finger. He sucked her clit into his mouth, working it with almost cruel intensity. Sophie thought she was going to die. Ben’s coarse taste buds against her super-sensitive clit were like gravel, but it was an abrasion she was all too happy to take.

“Twenty-nine! Thirty fuck, I’m coming!”

Sophie squealed as her climax crashed against her body. She clutched Ben’s head to her drooling pussy. Ben’s fingers were still inside her, and she felt stretched out. As orgasm passed, Sophie’s pussy felt so sore she had to get Ben to leave it alone. She gently pulled his face and hands away.

“Okay, mister. I know you found my green thong. And I know you found my pink panties. I want to know what you did when you found them.”

Ben stood. He unzipped his fly and pulled out his cock. It was almost grotesquely swollen, and deep red. He began to stroke it. The head was a lurid purple.

“Did you masturbate? Right here?”

Ben nodded, his hand stroking his cock slowly.

“What did you do with the panties? Did you smell them?”

Ben nodded again. Sophie slid her blue panties from her hips. She handed them to Ben. He took them, and pressed them to his nose, breathing in deeply. She watched his pace quicken. Sophie moaned lustily as she watched his big hand move over his turgid phallus.

“When you came, where did you cum? Did you cum in my panties?”

Ben shook his head. Like some mute, he pointed meekly to the trashcan.

“You came in the trash, Ben?”

Ben nodded, then smelled the panties again.

“Well, you won’t cum there again. I want you to cum into my mouth, Ben.”

The words were fuel on the fire. Ben started beating his meat furiously. Sophie cooed as she watched. She could smell the fleshy odor of his fat cock. Ben stepped close to her. His cockhead was inches from her face.

“Beat it, Ben,” Sophie encouraged him. “Pound that big fat cock. Smell my pussy and cum in my mouth.”

Sophie put her lips to the head of Ben’s cock. He whimpered when he felt her there. She didn’t suck him, but she kept her mouth there, ready for his load. Sophie’s tongue danced across the head, tasting his precum and teasing him.

“Cum for me, Ben. I’m your trashcan tonight. Cum in my mouth. I want to taste your fucking cum!”

With that, Ben groaned loudly. Sophie wrapped her lips around the head of Ben’s cock, and just in time. Six full volleys of hot semen invaded her mouth, coating her tongue and cheeks with salty, bitter spray.

“Unh! Fuck!” Ben uttered unconsciously.

Sophie swallowed as fast as she could, but the load was tremendous. She choked it down, coughing occasionally. Ben continued to stroke his cock aggressively, churning out every drop of cum left in his balls. Finally he let go, and Sophie’s hands immediately took over. With a much more gentle motion, she milked his cock. By now she has emptied her mouth by swallowing all his cum, and took much of Ben’s length into her mouth. She sucked him gently until his cock began to deflate.

Ben stuffed his drooping cock back into his pants. Sophie found her shorts and pulled them on over her bare pussy.

“Keep those. I’ll trade you next time for a different pair,” Sophie said almost nonchalantly about the panties still in Ben’s tight grip.

Sophie pulled her gym bag from a nearby locker and winked at Ben.

“See you tomorrow,” Sophie breathed with a husky voice and a sexy smile.

Ben walked her to the front door, unlocking it so she could leave. Sophie gave him a peck on the cheek, and slipped out into the hot July dusk.

Shortly thereafter, Ben became the night manager, and was authorized to close the club on his own, including the cash register and security alarm. After that almost every night involved either a new pair of panties on the doorknob, or “a quick thirty and a trashcan”, as they came to call it.

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