** Chapter 3 **

Naoto stood in Yuki's spacious living room, gazing up at the towering figure of the stunningly beautiful woman before him. Yuki stared at him, wiping sweat from her brow with the back of her hand. Naoto could sense a hunger in Yuki's eyes, making him excited.

Yuki asked, "Do you mind if we move on to squats now, Naoto?" Her black sports bra hugged her curves tightly, accentuating her chest, and her shorts showed off her toned legs. She looked breathtaking as she stretched in preparation, her eyes fixed on Naoto. "I want to make sure I'm doing them correctly."

Naoto didn't want to disappoint her. "N-no, not at all," he stammered, swallowing nervously as Yuki positioned herself in front of him.

Yuki noticed Naoto's discomfort and asked, "Would you feel more comfortable with less clothing? It can get hot during workouts." She gave him a playful wink.

Naoto's face turned red at the suggestion, growing hard at the thought of being exposed to Yuki. As he gazed up at this gorgeous woman he had a sudden desire to know what it would feel like to be with a woman so tall, to dive into those long fair legs of hers.

He shook his head, surprised his imagination had suddenly run so wild. "I-I guess that would be okay," he muttered. Awkwardly, he started to undress himself in front of her, feeling completely exposed in front of the giantess of a woman.

To Naoto's surprise, Yuki didn't seem fazed by his nakedness. Instead, she reached around and started unfastening the straps of her sports bra. Naoto's jaw dropped as she calmly peeled the tiny strip of clothing away, revealing a glistening pair of the roundest, perkiest breasts Naoto had ever seen. He tried to politely look away, but Yuki didn't seem to care. She appeared to enjoy him watching.

He stood in disbelief as Yuki continued undressing, meeting his gaze pointedly as she slid her shorts down her long legs, kicking them to the side. Naoto was almost at eye level with her hips, and he stared directly at the smooth round skin of her most intimate parts. Yuki preened under Naoto's unabashed staring, smiling at his awestruck look.

"Remember Naoto, we're here to work out," she said with a playful grin. She stepped extremely close to Naoto, and he couldn't help but get turned on by her musky scent and the way her body was so close to his. He knew he was completely erect before her, but Yuki had a strange look in her eyes.

"Can I use you as extra weight again?" she asked innocently, her voice low. "It'll help strengthen my balance."

Naoto's heart raced as he agreed, excited at the prospect of being pressed against Yuki's naked body. She instructed him to stand in front of her with his back facing her. Naoto complied, feeling a slight shiver down his spine as he sensed the warmth of Yuki's body close behind him.

Grabbing his waist, Yuki lifted Naoto off his feet, flipping him backwards into an upside-down position, facing her. Naoto let out a surprised yelp as he found himself suspended in the air, his legs dangling awkwardly. Yuki clasped her hands tightly in place behind his back, sandwiching him against her chest. Blushing, Naoto was aware of how vulnerable and awkward he must have looked. Even worse, he was sure his privates were dangling inappropriately close to Yuki's face. He attempted to tell her to let him down but Yuki reassured him with a shushing motion.

"Don't worry Naoto, I won't let you fall."

Yuki pressed Naoto a bit closer to her, cradling his shoulders firmly in the crook of her elbows while her hands wrapped up and behind to grab his behind. Her breasts pressed firmly against Naoto in his inverted position, he could feel the tiny pokes of her nipples when they brushed against his stomach. Naoto's hardness throbbed, excited at how intimate Yuki had become with his body.

He gasped aloud as warm heat suddenly enveloped his cock: Yuki had captured him in her mouth, holding his lower half in place with the suction of her lips. Naoto trembled involuntarily as the sensation of heat and wetness from her mouth rolled through him. Completely powerless in Yuki's grasp, he hung upside down in silent pleasure as the giant woman serviced him, holding him up effortlessly. Without pausing her lips' hold on his genitals, Yuki began to perform her squats.   

Naoto's mind was alive in that dark apartment, unable to believe the sensations he was experiencing. He was repeatedly lowered and raised by Yuki's exercises as she continued to suck and tease his exposed member. He lost count of her repetitions, neither of them seemed to care.  

He kept sneaking glances upwards at Yuki in disbelief. Through the gaps of space between their bodies he could catch glimpses of her face as she took his cock in and out of her mouth, her lips coming together in a tight seal around him that was almost painful. There was a satisfied smirk on her face as she ran her tongue up and down his shaft, her cheeks blushing slightly as she noticed him watching. Her tongue snaked over to tease his balls and Yuki smiled as Naoto's legs trembled slightly.  

The apartment was quiet as the two continued their unique training. Naoto felt helpless and dizzy as his arms were pinned to his sides. Yuki continued to dip up and down, her breathing loud in the quiet room as she lifted Naoto's weight repeatedly. His anxiety and embarrassment at his situation melted away as the workout continued, Yuki's persistent lips and tongue massaging his stubborn erection, forcing Naoto to take pleasure in the situation. His moans were quiet and muffled in the crush of her arms, the pressure in him continuing to build.  

The combination of sensations this giantess was inflicting upon him was too much. Naoto's toes began to curl and flex as Yuki continued to bob her head up and down on him, unrelentingly driving him to completion. The heat of her mouth, the rough stroking from her tongue, the feeling of her sensually strong body against his were too overwhelming for his helpless state. He submitted to the climax, hips thrusting himself deeper into Yuki's mouth as he came.

Noticing Naoto beginning to convulse, legs twitching in the air, Yuki increased her efforts eagerly. She pulled Naoto's hips even closer, taking his entire cock inside her mouth as he lost control inside her. It was the most intense moment of Naoto's life, his skin felt as if it were on fire. Yuki's tongue gave no respite, continuing to race up and down the length of him, driving Naoto to greater heights. He exhausted himself in her, Yuki's lips holding him securely as she ensured he was completely finished.

Yuki, still continuing her workout throughout Naoto's spasms of excitement, wrapped up her set with a few more squats. Naoto lay breathlessly in her grip as she finished, trembling slightly as she gave his spent rod a few teasing licks. Finished playing with him, Yuki gently lowered Naoto back to the ground. She laughed as he almost lost his balance, dizzy from being upside down for so long.

Standing awkwardly, Naoto felt a curious mix of embarrassment and excitement. "That was...amazing," he confessed, his heart racing.

Yuki grinned, pleased with his response. "You've been a great coach," she said, her hand lingering on his shoulder. "Maybe we can do it again sometime."

Naoto's shy smile broke through. "I'd like that," he said softly.  

Her gaze never leaving his, Yuki leaned in closer, her breath brushing against his cheek. "I feel so strong around you, Naoto," she admitted, her eyes getting hungry again.

Naoto felt his body responding and wondered if by "sometime," Yuki meant now.