Chapter Text
Willa glanced around the studio, eyeing the other students apprehensively. Many of them were chitchatting before the start of the group fitness class, laughing and giggling with their friends. She fiddled with the sweater she was still wearing, wondering if maybe she could still leave without anyone noticing.
The class had been recommended by her roommates after Willa had said she wanted to exercise more and needed an outlet for stress relief. But now that she was here, she wondered if perhaps she should have just tried running instead.
As she looked around the room, she caught the eye of a guy wearing a grey t-shirt that stretched across his taut muscles. He must have seen the anxious grimace on her face because he gave her a reassuring smile, one that she returned though hers was much more timid.
Willa decided then that she’d at least try one class, and if she didn’t enjoy it, then she didn’t have to come back.
The instructor suddenly called for the class’s attention, and Willa took a deep breath to steady herself.
“Alright everyone, let’s get started! Everybody strip!”
Around her, students began pulling off their clothes, shedding their tops and pants revealing lacy bras, panties, boxers or briefs.
She gulped, and began taking off her oversized sweater and tank top in one go, wanting to get this over with quickly. Her nipples stiffened from the cold air in the studio, and embarrassed, she stared resolutely down at the floor as she removed her leggings and underwear.
When she was done, almost everyone else had finished as well. There were tits, cocks and asses bared to everyone else’s gaze, and many students in the class stared appreciatively at the nude bodies around them. Some of the students had already stuffed their holes with dildos or butt plugs in preparation for the class, while others began putting on straps.
Willa bit her lip, feeling woefully under-prepared. While she had masturbated with dildos before, she had never had sex with anyone. Would she even be able to take any of the cocks in this room? But, she reasoned, everyone had to start somewhere and what better place to do it than a class that taught you how to be a cock slut and trained all your holes?
The instructor, Ryan, guided them all through some light stretches, loosening their limbs and hips. By the time they were done stretching, most cocks in the room were hard and erect, and Willa could see how wet some people’s pussies already were. Willa’s own cunt felt slick now too, but she still worried when she saw the sizes of the cocks and straps.
Soon they were asked to pair up and she looked shyly around for anyone needing a partner.
The man who had smiled at her earlier, walked over to her. “Hey, I’m Graham. Do you wanna partner up?”
Willa’s eyes widened when she saw his dick. It was thick and long, bigger than every dildo she had ever tried before. She wondered how he could even fit inside her. Her face flushed when he cleared his throat to draw her attention, and she quickly stammered, “S-sure. I'm Willa, but I should warn you, I’m a newbie.”
“Yeah, I figured. No worries though, I don’t mind walking you through the class.” His smile was friendly and warm, easing her nerves somewhat.
They found a spot in the studio facing the floor-to-ceiling mirrors, Graham saying that it would be easier if they could see what they were doing. Willa’s nerves came back when she saw themselves in the mirror and realised how much bigger Graham was compared to her. She was relatively petite, and her head only just reached his chest.
“Okay!” Ryan called out, startling her from her thoughts. “Get your partners nice and wet. Use your hands and mouths. If you’re planning on doing anal, make sure you use lube! There’s extra bottles at the front if you need it!”
“I can go first?” Graham gestured towards the soft mat. Willa nodded and laid herself down on her back, shyly spreading her legs and exposing her cunt to him.
Graham stroked his hard cock with his hand as he stared at her pussy with dark eyes, then settled himself between her legs on the mat. He ran a finger through her folds, humming in approval when he found her already slightly wet. His finger circled the rim of her hole and gently tried entering her. Willa tensed at the intrusion and he immediately pulled back.
“Have you ever had a cock in you before?” He asked her casually.
“Um…just some dildos, but they weren’t as big as you,” she bit her lip nervously, wondering if she made the wrong choice by staying.
Graham gave her another reassuring smile. “That’s okay, I can be very gentle. It does help if you practice cock warming before you come to class but it’s not necessary.”
Without any further words, Graham lowered his head between her thighs, allowing his long tongue to drag up her folds in wide swipes. Willa’s breath caught in her throat at the sensation, hips bucking slightly into his face.
She could feel herself get wetter as he lapped at every part of her slit and rubbed her clit in every direction with his flattened tongue. He then switched tactics, stiffening his tongue so that it circled her swollen nub, until he caught it between his lips and sucked.
Willa let out a high-pitched keen, her back arching, but then clapped her hand over her mouth when she realised how loud she was being.
“No, let me hear you,” he murmured just loud enough for her to hear over the wet sounds of the other students around them. “I need to know if you’re enjoying this.”
Willa removed her hand slowly from her mouth, moaning when Graham sucked at her clit, only to suddenly gasp when she felt his thick finger easily slide into her waiting hole this time. His thick digit crooked and stroked inside of her, and Willa could just make out the slick sounds of him finger fucking her.
“Yes, that feels so good,” she groaned as he continued stroking her. She let out a surprised ‘oh’ when he managed to insert another finger into her and her cunt stretched to accommodate him. He worked her up quickly with his fingers and mouth until she finally came with a sharp cry, her back arching against the mat.
Her pussy clamped down around him and she rocked her hips into his face as he continued stroking and licking her clit, drawing out her orgasm until she had to pull away from the sensitivity. Willa opened her eyes, blearily registering Graham looming above her.
“Nice and wet now,” he grinned, his large, warm hand palming one of her breasts. “You’re tight, but I’m sure you’ll be able to take me. I can feel how much your pussy wants it.”
Willa blushed but smiled shyly at him as she slowly pushed herself up off the floor and onto her knees. Graham leaned back and then stood up in front of her, his hard cock waving in front of her face.
“Ever sucked a cock before?” He asked her as he stroked himself in front of her face. Willa shook her head, feeling very much like a fish out of water.
“Wow, so I get to be the first person in your pussy and mouth? I’m a lucky guy,” he beamed at her, easing her nerves again at how he didn’t seem to mind that she was so inexperienced.
“What should I do?” She asked, staring at a bead of pre-cum on his cock and licking her lips in anticipation.
“Go slow. Just start with the tip and suck or swirl your tongue around it. When you’re comfortable, you can try and take more of me in your mouth.”
She followed his instructions, lips parting to envelop the wide head of his cock in her wet mouth. She swirled her tongue around the head, licking at the slit on his tip and feeling much more comfortable when she heard him groan.
Willa glanced around at the nearest students, noticing that some stroked the base of their partners with their hands as they sucked them off. Knowing her hand wouldn’t be wet enough, she pulled herself off him and quickly licked her palm before gripping his cock and sucking on his tip again.
“Good, that’s it,” he murmured as she tried taking more of him. She slid her mouth down further and kept rubbing her tongue against him, allowing his cockhead to nudge against the soft roof of her mouth as she tried to maintain suction. “Oh, you’re practically a natural,” he groaned, his hips bucking slightly into her.
Emboldened by the praise, she bobbed her head on his dick, hollowing her cheeks out every time she moved back. Her mouth stretched around him, her jaw aching slightly, but she continued. She tried to stroke him in time with her mouth and soon, her own slurping and sucking sounds added to the chorus of noises in the room. Feeling comfortable, she tried taking him even further but choked when he hit the back of her throat.
“Be careful,” he warned her, his hand petting her head soothingly as she coughed. “Don’t worry about going too far. You have plenty of time to train your throat later.”
She flushed in embarrassment but nodded. As she was about to take his spit-slick cock in her mouth again, Willa saw how heavy his balls looked and her brow creased in curiosity. Rather than sucking him again, she decided to grip his shaft and stroke him as she nuzzled her nose into his soft balls.
She heard his sharp intake of breath and looked up at him with large eyes. Graham’s were half-lidded as he stared down at her.
“Go ahead, suck my balls,” he told her in a low, gravelly voice and she complied. Knowing that the balls could be sensitive, she gave soft, wet kitten licks before taking one in her mouth and gently sucking, her hand still working him.
Graham moaned, and she took it as a good sign, switching to suck the other one too. Willa worked him slowly until he gently pulled her off.
Her brows furrowed at him, confused, and he said, “Don’t wanna come too soon, otherwise how will I get to try out your cute little pussy?” He grinned at her boyishly, causing her to blush again. She eyed his now red and throbbing cock and felt her pussy twitch. Her thighs were slick with her juices and she wondered if she would be wet enough for him to slide into her cunt.
Ryan then instructed everyone to grab an adjustable chair so that they could do wide squats on their partner’s cock or strap. He emphasised being slow and controlled, to really feel the stretch and burn in the thighs.
Graham grabbed a seat and positioned them so that they faced the mirrors. Suddenly a new wave of apprehension hit her as she stared at Graham’s large dick and Willa swallowed thickly.
All around her, students were impaling themselves on their partner’s cocks and straps, spreading their legs wide to perform the exercise, the slick sounds of their slow fucking reaching her ears. She watched as a man slid himself easily onto his partner’s large dick in awe, wondering how he could take something so big.
She tried to steady her nerves, biting down on her lip as she turned around. She settled herself over Graham’s strong thighs, and grabbed his throbbing cock to line it up with her dripping hole. She let herself try to sink down on him, and gasped when she felt his tip just breach her cunt, feeling him split her open.
“Yeah, that’s it, go slow,” Graham encouraged her, his large hands palming her breasts and teasing her nipples. “You can take it.”
Willa slowly rocked herself down on him, feeling her cunt stretch wide as she tried to swallow his girth, but she couldn’t help but tense when she saw how large he was in the mirror and whimpered, “I don’t know if I can do it.”
At that moment, Ryan came by and noticed her struggling. “Her first cock?”
“Yeah, she’s a little nervous,” Graham answered as he rubbed down her sides gently.
“I’ll help you out, don’t worry,” Ryan told her and got down on his knees, licking at her wet seam and rubbing against her clit with his broad tongue.
Willa could only whine at all of the new sensations. The combination of Graham whispering encouragements into her ear, his large hands fondling her tits and Ryan’s wet tongue playing with her clit had her gushing with more arousal and distracted her from the overwhelming stretch in her pussy.
Her breath caught in her chest when she finally eased herself all the way down. Graham’s large cock was lodged deep inside her and the pressure and stretch of him were intense.
“Come on, breathe,” Graham murmured in her ear, his own rapid breaths heating the side of her face and shoulder.
She took a shaky inhale and exhale trying to relax and moaned when he shifted her slightly on his lap. Willa soon adjusted to the feeling and closed her eyes at how full she felt. He was so hard and hot inside her, and he brushed deliciously against all the sensitive parts of her walls.
“What a good cock slut,” Ryan cooed at her. “How does it feel?”
“It’s..it’s good...deep,” she moaned, barely able to form words.
Behind her, Graham’s hands gripped her thighs hard, desperately trying not to thrust up into her. “You’re practically cock drunk,” he chuckled. “See? I told you your pussy wanted it.”
“You deserve a reward for taking such a big dick on your first try,” Ryan smirked up at her from between her legs and began sucking on her clit in earnest.
Willa let out a surprised yelp and reflexively tried to push his head away, but Graham restrained her arms and Ryan kept her legs spread wide, forcing her to feel everything.
“Come on, relax and take your reward like a good little girl,” Graham ground out between clenched teeth when he felt her cunt flutter around him. He kissed and sucked at her neck as his hands loosened around her arms and began squeezing her breasts again, fingers pulling at her stiff nipples. Willa could only moan desperately as she rocked her hips in his lap and into Ryan’s waiting mouth.
She came quickly, pulsing around Graham, writhing in his hold with her eyes shut tight from how amazing it felt to come around something so thick and hot. Her dildos had never felt like this before.
When she came down from her high, her head was resting on Graham’s shoulder and her limbs felt loose and languid.
Ryan stood up, smirking, and told her, “Take a look at yourself,” before he moved out of the way.
Willa did as told and checked her reflection in the mirror, inhaling sharply at the sight. She already looked so fucked out, her eyes half-lidded, mouth parted, and her wet cunt stretched and split open by a fat cock. Willa thought she could almost see the outline of Graham through her stomach and pressed down on her belly, wanting to feel more of him.
“You’re a natural cock slut,” Ryan praised her. “Keep coming to class and you’ll be taking it in every hole soon like a pro. Would you like that?”
Willa nodded eagerly, prompting the other two to laugh at her enthusiasm. She had been so nervous earlier, but now having successfully taken her first cock, she couldn’t wait to train all of her other holes.
“What a good little whore. Now, do your squats and maybe at the end of class, I’ll give you another reward,” Ryan winked at her, and Willa’s eyes couldn’t help but drift to the sizeable bulge in his shorts.
As he left, Willa spread her legs wide, planted her feet into the ground, and shakily stood up. She began moving up and down, moaning at the wet glide of Graham inside her.
“Good job, fuck yourself on my cock,” he encouraged her, his eyes glued to her cunt in the mirror.
Willa couldn’t help but stare at their reflection in the mirror too, watching as he slowly disappeared inside her every time she sank back down. He began palming her ass, telling her how great she felt wrapped tightly around him and Willa almost couldn’t control her speed. She wanted to go faster, ride him harder, but she knew that wasn’t the point of this exercise.
Other students in the class were also having trouble. In the mirror, Willa saw one girl just outright fucking herself on her partner’s strap until she came and moaned loudly, her body twitching around the fake cock in her. Another student couldn’t help himself and trapped his partner on his dick, thrusting into them hurriedly despite their protests until he finally groaned into their back, releasing himself into them. When his partner shakily stood up, Willa could see his cum drip from their gaping hole.
“Don’t pay attention to them,” Graham rested his hands on her hips. “You’re doing so well right now, following instructions and taking orders like a good girl.” Willa groaned as she slowly slid herself back down him and nodded, relishing the burn in her thighs.
Finally, Ryan asked the class to stop. “Alright, it’s the other partner’s turn to do some work! You can choose any position you want, but I really want you guys to give it to your partners, really work on your hip thrusts!”
Graham’s reflection smirked wolfishly at her and Willa could only swallow down her sudden nervousness at the excitement in his eyes.
All the students shifted in the room and Willa pulled herself reluctantly off of Graham’s cock. She turned to him to ask what he wanted to do but her breath caught in her throat at the sudden intensity in his eyes. “Get down on all fours,” he ordered her in a low voice.
Willa obeyed immediately, something about the authoritative tone in his voice making her feel the need to be submissive and compliant.
She faced the mirror, watching as Graham quickly moved behind her and she pushed her hips higher in the air toward him. He smirked at her again in the mirror and roughly spread her legs wider to accommodate him.
“Since you’re so good at taking cock, I’m gonna be a little rougher with you, is that okay?” Graham asked her as he rubbed his hard member through her wet folds. Willa nodded quickly, just wanting to feel him inside her again.
He entered her with one smooth thrust and quickly set up a steady pace. Willa braced herself against him, her breasts swinging with each thrust, and already feeling that familiar coiling in her belly as he pounded into her.
She couldn’t help but stare at some of the other students in the class in the mirror, watching as some of them were fucked just like her on all fours, while others were on their backs with their legs bent down towards them. Her eyes widened when she noticed one woman take two cocks, one in her pussy and one in her ass, moaning loudly as her partners bounced her on them.
Graham noticed where she was looking and bent forward as he continued to hammer into her. “That could be you one day,” he grit out into her ear. “You could take a cock in all your holes, have them all filled up with cum. Do you want that?”
Willa could only nod her head and let out a sharp cry when Graham thrust into her hard. “That’s what I thought. I took one look at you and knew you’d be a perfect. Little. Slut.” He slammed into her with every word, his balls smacking against the backs of her thighs.
Her cunt started pulsing around him again, her belly tightening in anticipation as she felt her orgasm approaching but the build up seemed too intense. Willa dug her fingers into the mat as he continued thrusting into her repeatedly and hitting against her sensitive walls. She began shaking uncontrollably from the almost daunting sensation forming inside her and whimpered, trying to tell him to stop, “Graham, I can’t-”
Her plea was interrupted when he began rubbing her slippery clit and she let out a sharp yelp, suddenly feeling a strange pressure in her lower body and her eyes widened in fear.
“Come,” he ordered her firmly as he pushed himself deep into her and pinched her clit, giving her no chance to resist his command.
Willa practically screamed as her cunt clenched hard around him, her entire body convulsing, and barely registering the amount of fluid that squirted out of her and onto the mat and Graham’s legs. Surprised, Graham pulled out of her and watched in awe as more clear fluid spurted from her trembling body. She kept shaking as her cunt continued to pulse wildly around nothing, a string of whimpers and moans leaving her mouth.
When she finally stopped shaking, Willa’s head and upper torso laid on the ground, her arms having given out during her orgasm. Graham was whispering soft words of praise into her ear and gently stroking the smooth skin of her ass, but she could still feel him hard against her inner thighs.
“That was amazing,” he told her, his tone almost reverent. “Did you know you could do that?”
“N-no,” she stammered, closing her eyes in exhaustion and embarrassment.
“Let’s see if you can do that again,” Graham whispered excitedly into her ear and her eyes shot open.
“Wait!” She exclaimed, but Graham held onto her hips and forced his cock back inside of her and she could only gasp at the sudden penetration.
His pace was even more frantic than before and Willa could only whimper and moan pitifully as he brushed against her g-spot again and again, his strong hands keeping her in place.
Ryan came by at the moment and whistled when he saw the state of the mat underneath her. “A squirter? We should get a video of this. It would be good promo material.”
She saw him crouch down beside her and pull his phone from his pocket and her face flushed even further in humiliation. She wasn’t sure she wanted anyone to see the current state she was in, especially since this was essentially her first time taking cock. “N-No, don't…” Willa managed to gasp out, but Graham suddenly pulled her up until she was impaled on him.
“I’ll give you a better angle,” Graham grunted and looped his arms around her legs and then behind her head in a full nelson, fully exposing her pussy to the camera now recording her being fucked.
“Oh, this is great,” Ryan grinned widely. “Come on, work those hips and see if you can get her to squirt again.”
Graham drove his cock into her from below and Willa could do nothing but take it in her current position, her arms trapped and unable to squirm her way free. Her face blushed fiercely in mortification as Ryan filmed her, her moans increasing in pitch and volume as Graham continued slamming into her g-spot with his cock. She soon felt her pussy rippling around him again, the build up this time so much faster than before and she closed her eyes tight.
“That’s it, keep going, she’s close!” Ryan shouted, his camera trained on her.
Willa came with a scream, her walls clamping down powerfully. She was too consumed with her orgasm to hear the splashes of her fluids against the floor as she squirted, too far gone to notice Ryan inching closer for a close-up of her twitching pussy.
When she could finally open her eyes, she only just managed to hear Ryan say, “We should get a creampie shot too.”
Willa didn’t protest this time when Graham manoeuvred her so that she laid on her back, thankfully away from the mess she made. Her body was still shaking from her orgasm and her pussy still twitched from the aftershocks. He grabbed her legs and pushed them down so that they were almost by her head, slid back into her tight heat and began fucking her mercilessly.
Her mouth hung open, some drool escaping her, but she was too blissed out to do anything but lie there and let him use her. Ryan continued filming her, recording her glazed over eyes and bouncing tits before he settled on where her cunt was split open by Graham’s relentless pounding.
Graham was already so strung out by this point that it didn’t take him long before he began thrusting erratically, finally lodging himself deep inside of her with a groan as he came. Willa whimpered when she felt spurts of his cum flooding her walls, the warm heat of him feeling so good in her pussy. When he was done, he reluctantly pulled out of her and Ryan aimed his phone at her well-abused cunt, recording the slow ooze of their combined fluids trickling from her.
She idly wondered how long it would take Ryan to upload the video. Willa bit her lip, imagining herself cock warming and masturbating to the video of her getting off later, her embarrassment now gone in the wake of her mind-blowing orgasm.
Ryan finally stopped recording and put his phone away, gently brushing her hair away from her sweaty, flushed face. “You did such a good job today. Did you enjoy your first class?”
A tired smile graced her face and she nodded weakly. She was already thinking about signing up for the next one.