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My First Mistress

I just turned 40. Damn, I never really thought that I'd see this age. Every time I've entered a new decade in my life, I've stopped to take stock of my life thus far. When I turned 20, well, let's be honest, I wasn't thinking about anything at 20 except getting laid. At 30, I was pretty happy that my 20's were over and I was ready to settle down. At 40, I am successful, married and have 2 beautiful children. I figured that I was as happy as anyone else, until I met her.

I've always been in pretty good shape, but years of traveling for work, eating poorly and not exercising had taken its toll. I decided that the time had come to join a gym. I joined a national chain, so I could continue my workouts on the road.

Two months into my workout routine, I was in a facility in southern California. I had been working on a long term contract and would be spending the next six weeks in California, only flying home to Phoenix on the weekends. I was about a mile into my run on the treadmill when I noticed the woman next to me.

She looked to be about 5 years older than me, but toned. She had long auburn hair, tied tightly back in a pony tail. She was small, only about 5'2". Her face was angelic. There was something about her, she just glowed. Her tits were large for her body and the sweat slowly trickling onto her top clearly showed the outline of her nipples. Unfortunately, my staring got the better of me and I lost my footing on the treadmill. I tripped and landed right on the belt. Luckily for me, I had attached the automatic stop or I would have had road rash all over my face.

I laid for a moment, assessing my wounds. When I looked up, she was standing over me, small beads of her sweat were dropping on my face, one even landing on my lips.

"Are you alright?" she asked, reaching her hand down to me.

"I think so." I stared into her eyes, mesmerized.

She helped me up and led me to a chair. I sat while she got me a drink of water.

"Thank you again for checking on me," I said, after taking a sip of the water.

"My pleasure." She turned to go. "Maybe next time you should pay attention to your workout instead of staring at my tits." She smiled and winked and walked away before I could answer. I returned to the gym at the same time every day for the rest of the week, hoping to see her again, but she was never there. I flew home to Phoenix for the weekend, but couldn't get her out of my mind. The sight of her top getting wet, the taste of her sweat in my mouth.

The next Monday, I was back in the gym after work. I started running and soon felt a presence next to me. I glanced to my right and there she was. I immediately stumbled a bit, but caught myself. I could see her smile out of the corner of my eye. I finished my work without incident. I amused myself with the weights, waiting for her to leave and hoping to get a chance to speak with her.

About 30 minutes later, I saw her start towards the door. She stopped and chatted with a muscular guy for a moment. I felt jealousy rise up. She smiled; laughed at something he said and left. I hurried after her, trying to be as nonchalant as possible.

"Hi," I said, catching her before she reached her car.

She turned, "Hi."

"I just wanted to thank you for helping me out last week."

"It was my pleasure. You should try paying attention to your workout a little more."

I blushed and couldn't think of anything to say, so I said, "Would you like to have dinner with me sometime. I'm here all week for work and don't know anyone."

She gazed up into my eyes and softly touched my arm. My heart immediately started beating faster and my cock hardened. She then glanced down at my shorts and smiled again.

"I don't think so."

I was crestfallen. "Okay, I understand..." I started.

"I think that working out for you is just a game. What? Maybe a midlife crisis? You are cute, but I demand a little more from my dining companions."

My thoughts were racing. Demand more? From a dining companion? Who is this woman?

"I tell you what. Why don't you prove to me how badly you want to have dinner with me?"

I just gazed into her eyes, in complete adoration.

"What do you weigh?"

"220 lbs."

"What are you trying to get down to?"

"190"

"30 lbs. That's a good start. Here's what we'll do. If you get down to 190, I'll have dinner with you."

"Are you serious?"

She moved closer to me. I was sure she could feel my hard cock, now grazing her flat stomach. "I'm completely serious."

"Ok. How do I get in touch with you when I lose it?"

"Don't worry about that, I'll find you."

She turned and started to walk away.

"Hey, what's your name?"

She turned, her eyes glared into me. "First of all," she said firmly, "I don't answer to "Hey", and secondly, you lose 10 pounds and I'll tell you my name. Don't speak to me, or even look at me until you do so. Is that clear?"

"Yes, ummm..."

"Yes, Miss, will do."

"Yes Miss."

She turned and left me standing in the middle of the parking lot with a hard on, unsure of what really just transpired. I returned to my hotel to shower. My cock would become achingly hard at the mere thought of her, which meant, of course, that I was constantly hard. For some reason, I didn't masturbate, somehow thinking that it would displease her.

I quickly changed and went downstairs for dinner. I ordered a beer and a filet with a baked potato. My thoughts kept rushing back to the afternoon in the parking lot. The waitress placed the beer in front of me. I stopped her.

"Excuse me, Miss. Would it be too late to change my order?"

"No, I don't think so, Sir."

"Could you please cancel the steak and potato? I'd like a dinner salad, with grilled chicken, lite Italian dressing on the side and a bottle of mineral water."

She left. I realized that I hadn't ordered a dinner like this in years, but I also knew that this would be my diet going forward.

The days and weeks passed. I spent a couple of weeks away from California, but my workout routine grew more intense and my diet never changed. People were starting to notice. My wife started touching me again, rubbing my cock underneath the table during dinner.

Three weeks after our last meeting I was scheduled to spend the week in California again. I could hardly wait to get off work and get to the gym, but was disappointed when she didn't show. On Wednesday, in the middle of my weight training, I saw her walk past me. In the mirror, I could see her checking me out and didn't miss the smile that crossed her face.

I finished my workout and was at the vending machines buying an orange juice when she came up behind me.

"I'm impressed."

I turned and immediately cast my gaze down.

"You can look at me. It looks to me like you've earned it."

I slowly raised my eyes, taking the time to linger on her pert tits before once again gazing into her azure eyes.

"Come with me." She led me to the scale in the corner. She patted me on the ass. "Up you go."

I stood on the scale as she adjusted the weights.

"Hmmm...202. You've lost 18 pounds. Congratulations."

"Thank you Miss..."

"My name is Rebecca, but you may call me Miss Rebecca."

"Thank you Miss Rebecca."

"When do you leave this week?"

"Friday morning, Miss Rebecca."

"So you will be here tomorrow?"

"Yes Miss Rebecca."

"Tomorrow, I will have a special surprise for you, if your weight is less than 200 pounds. Do you think you can manage that?"

"I'll do my best, Miss Rebecca."

She smiled and touched my thigh, right next to my straining cock. "I know you will, Michael. You won't want to miss this."

With that, she was gone. It wasn't until then that it struck me that I had never told her my name. I went into the sauna and sat until I couldn't stand the heat any longer. I had to lose 2 more pounds. I was in the sauna for over an hour. I dragged myself to the hotel, skipped dinner, although I was starving and went straight to bed.

I skipped breakfast in the morning, and lunch. By the time I reached the gym, I could barely walk, let alone work out. Still, I got on the treadmill and began my run. I kept the pace slow, but worked up a good sweat. Rebecca showed up about 30 minutes into my workout. She stood to the side, but I could see her occasionally glance over at me. I finished up 4 miles and walked towards the water fountain.

"Done already?" Rebecca had sidled up beside me.

"I haven't eaten since yesterday afternoon. I'll pass out if I go any further."

She smiled at this. "I love a man who will do anything for me. Come on."

She led me again to the scale. I waiting anxiously as she fiddled with the settings. "Let's see. 199 and a half. Congratulations Michael. You get a reward. " She led me to a vending machine and bought me an orange juice and an energy bar. I then followed her to a set of chairs. "I want you to sit right here, and if you watch that mirror," she said, pointing at the wall, "you'll be able to see me on the treadmill. You sit and watch and don't take your eyes off me for one second. Is that understood?"

"Yes Miss Rebecca."

"Good."

She got on the treadmill. In the mirror, I could see her breasts slightly jumping with each step she took. She ran for an hour and I kept my eyes on her the entire time.

"Do you know which car is mine?" she asked when she returned.

"Yes Miss Rebecca."

"Wait for me beside the car, but don't touch it."

"Yes Miss Rebecca." What was happening to me? I'm a very successful man, but here I was being treated like a child and loving it and needing more.

Five minutes passed before Rebecca approached. "You've done very well Michael. Does it excite you to obey me?"

"I've never felt like this before in my life, Miss Rebecca. Yes, it excites me."

"Perfect. Do you want your reward?"

"Please."

"Will you kneel and beg me for your reward?"

I quickly glanced around, but was stopped short by the sting of her palm on my face. "I didn't ask you to look around and see who was watching. When you are with me, you are with only me. Nothing and no one else matters. Do you understand?"

"Yes Miss Rebecca."

"Well...."

I sank to my knees, the rocks on the pavement dug into my skin. I gazed up into her eyes, feeling her power over me. "Please Miss Rebecca. May I have my reward?

She leaned over, kissed me on my forehead. "Yes little Michael, you have pleased me." She reached into her bag and pulled out a red silk thong. "I've been wearing this all day Michael. I wore this while you were watching me work out." She held them to my face. "Breathe in, Michael, smell your Mistress."

I inhaled deeply. My cock throbbed as I breathed her essence.

"Tonight you will masturbate with these held to your nose. You may also taste them if you like. You will think of ways to please me." She unlocked her door and got in her car, leaving me kneeling in the parking lot. Instinctually, I lifted the panties to my face and inhaled deeply. Her pussy left a sweet pungent odor on the panties. I quickly realized where I was. I hurried to my car and drove back to the hotel. Immediately upon entering my room, I stripped and laid on the bed. My cock was like steel as I placed her panties over my nose. Every breath I took drew her essence into my body.

I was trying to prolong my orgasm. I softly stroked myself while I imagined myself on my knees before her. I imagined myself lying over her lap while she slowly but firmly spanked me. Where were these thoughts coming from? I knew about dominance and submission, but never felt that I was really interested in it. Yet here I was, desperately needing to submit to a woman I didn't even know.

The phone rang, interrupting my fantasies. I decided to ignore it. It rang five times and stopped. A minute later it began again. I sighed, slid the panties from my face and answered the phone.

"Hello?"

"Are you naked?" Rebecca asked.

"How did you get this number? How do you know where I'm staying?"

"Answer me!"

"Yes Miss Rebecca, I'm naked."

"Tell me what you've done since you I left you in the parking lot."

"As soon as you left, I smelled your panties, still on my knees in the parking lot."

"Mmmmmm, go on."

"Then I realized where I was and got in my car and drove straight back to the hotel. As soon as I was in my room, I stripped. I lay down on the bed and put your panties over my nose. I played with myself as I breathed you in."

"Do you like doing what I ask?"

"Yes, Miss."

"What were you thinking about while you masturbated?"

I paused. "I was thinking about you Miss Rebecca."

"Of course you were thinking about me. Tell me explicitly what you were thinking about."

"I thought about kneeling before you, Miss."

"What else?"

"I thought about being over your knee while you spanked me."

"Very good, Michael. Have you ever thought about becoming a submissive, Michael?"

"Honestly, no Miss, but I find myself thinking about it all the time now."

"Do you understand that you will become my submissive, if you follow my instructions?"

"Yes Miss."

"Do you want that, Michael?"

"Yes, Miss."

"I want you to stop masturbating right now. You have 10 pounds to lose. Will you be here the week after next?

"Yes Miss."

"We will have dinner on Monday night, if you have lost the weight. On Monday, after work, you will go to the gym. You will ask for Greg. Tell Greg that you are there for your weigh in for Miss Rebecca. Be sure to say Miss Rebecca. Greg will weigh you in and if you have reached your goal, he will give you further instructions. Do you understand?"

"Yes Miss Rebecca."

"You are also to wear the panties. You will ask Greg to check to see that you are wearing them. Do you understand?

"But Miss..."

"It's not a request Michael; it's the price of admission."

"Yes Miss."

"Once Greg approves, he will direct you to me. I'm looking forward to the start of our little adventure Michael."

"I am too Miss Rebecca."

"You have ten days. You'd better get busy."

With that, she hung up. I laid on the bed with a painful erection, wondering just what I'd gotten myself into.

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