***This is an EROTIC STORY. If you are too young to read this, do not read this.***

Disclaimer: All publicly recognizable characters, settings, etc. are the property of their respective owners. The original characters and plot are the property of the author. The author is in no way associated with the owners, creators, or producers of any media franchise. No copyright infringement is intended.

DISCLAIMER: ALL CHARACTERS HEREIN ARE OVER THE AGE OF 18. I do not condone any abuse of any kind IRL, and everything herein is just fantasy. Do not attempt to re-enact anything you read here. All BDSM activities should be Safe, Sane and Consensual. What I describe in my stories is varying degrees of abuse which make for wonderful fantasies, but would in reality be awful. To quote the wonderful Gigglinggoblin: Real-life con-noncon requires a lot of trust, safewords, and other things a fantasy can fudge a little. Enjoy the kink responsibly, and enjoy the story! If you feel inclined, please get in touch, I'd love to talk about my writing or any related kink stuff!

Summary: A guy on holiday picks the wrong beach towel to try to usurp. The giantess it belongs to comes back and decides they can "share" it.

Contains: Size comparisons, 8-10ft tall amazon woman, thick bbw body, femdom, smothering, "mommydom" talk, orgasm denial, teasing, outercourse.

DARK THEMES: The giantess in this story is definitely taking advantage of the guy's shyness and libido. Definitely far from outright consent. Also, claustrophobia warning.

*****

Milo had known that the beach would be busy that day. That was why he'd set his alarm for before daybreak, just to get there early. Walking down to the beach, basket under one hand and umbrella in the other, he felt the cool air just beginning to warm. The dew on the grass shone in the rising light when, as if retreating from the whisper of day, the mist of the early morning seemed to slink away in the face of the rising sun.

A holiday here at Eladie Resort was just what he'd needed.

He grinned against the heat as it kissed his cheeks, as the first rays broke over the horizon. His feet, now bare of shoes, dug into the sand just as it began to warm. Milo had his destination in mind, however. There was a lovely spot he'd had in mind on the small beach cove, and had been dying to have it to himself since he'd seen it the day he arrived.

However, he hadn't had the chance to use it.

Every time he'd been to the beach, every time he'd been brave enough to venture even near to that part of the beach, the spot had been... occupied. He'd never built up the courage to stick around too long. She was always there, tanning, relaxing... naked... and utterly intimidating. He'd never seen a woman like her before. Even from a distance, she was... huge. He couldn't help but stare. However, any time he'd thought about getting closer, he could always have sworn that, somehow, it felt like she was watching him...

Not today, though. Today he was determined to get there first. That spot would be his. If she showed up... well... maybe she wouldn't.

Maybe she would.

Milo was emboldened when he saw the beach entirely empty. Someone had been running along the path on the way here, an early morning jogger, but apart from that he hadn't seen a soul. Now he was closing on the spot he'd wanted, where the shade of a few trees kept out the worst of the wind and sun.

Although the sand was warming, the light of the sun had only just begun to crest, and the sky was still a brilliant orange by contrast. Fighting the urge to try to reach down and protect his sensitive skin, he pushed on through, until at last he was there...

Only to be faced with the sight of a parasol and towels. The same dark blue as always. The dark material stood out all the more as a result.

Dejected, he gasped in frustration. How? How could they already be here? He dropped his basket and fished his phone from his pocket: 4:54AM. How? HOW?

He scanned the horizon, looked back down the sands, but couldn't see anyone. Had they left their things here overnight? Did they just leave them here and never take them home, and that was how they always got this spot? Surely not, he reasoned. Their things would get soaked if it rained... but then how had they gotten there so early?

This was the first time Milo had seen the spot unoccupied, though – towel and parasol aside. He ventured a little closer, and realised he had never actually been this close to the far end of the beach before.

As he got closer, he began to feel himself getting light headed as the scale stopped matching up. Her towel was... massive! It was easily the size of a king-sized mattress, and the parasol was practically the size of a garden marquee.

The closer he got, the smaller he felt. Whenever he had seen the woman who laid here every day, she had seemed... well, quite well-to-do, at the very least. Then again, he had never really gotten that close. Even at a distance she had been so... large. Intimidating.

Milo resigned himself. Dropping his basket by the towel, he felt a flutter of bravery in his chest. He wasn't giving up now.

This beach didn't belong to anyone. They... she couldn't just monopolize a part of it as if it were hers. She didn't own this resort. Besides, maybe she had just left it here, and wouldn't be back.

Or maybe she would.

Slightly giddy with how nervous he was, he delicately removed his shoes so as not to get sand on the massive dark blue towel, and sat. Feeling like a child who had entered a room they weren't allowed into, not least because of the size difference, he began to unpack his things.

Setting up his cooler and basket just in the sand, he realised that if he lay in the middle of the towel that they were so far away he couldn't reach them. Indeed, he also noticed now he was sat upon it that there was a deep craterous depression in the sand under the towel.

He felt it out, and soon blushed at his realisation. Her sheer mass... lying here and sunning herself for days... she had created an impression of her body in the sand itself. He had in fact been sitting in the swell of her stomach... and his hands were in two deep furrows above it that must have been made by her... and her two massive...

Blushing deep red, Milo tried to focus himself. He realised only now that he was sitting about eighteen inches deeper in the sand than at the edges of the towel, but refused to be intimidated by just... a body imprint. Swallowing, he steeled himself. With a quick flick, he set his music playing, and his earbuds were jamming.

He shimmied over to the edge of the crater and, rummaging around in his cooler, pulled out a perspiring bottle, relishing the way the cold, wet glass felt so slick in his warm hand.

He knocked it open on the cooler lid and lay back, enjoying the sunshine, sipping his beer. Crushing his head back into the pillow he had brought, he smiled. This was the holiday he'd been hoping for.

***

The sun beat down unceasingly upon the bronzing bods displayed and prostrated along the golden sands. The beach was, as it was every sunny summer day, attracting those in search of a relaxing spot.

Milo, at last, had found his. Far from the prying eyes of beach goers, hidden behind a sand bank, and indeed far enough away he could barely hear anyone else, he was truly in paradise.

His skin sung as the sun's rays sent waves of heat shimmering off the water's edge, and he winced his eyes joyously in the heat, sunglasses blocking out the worst of the brightness.

Hours passed and he slowly melted into the towel, and it smelled... well, he hadn't been willing to admit to himself until now but... it smelled delightful. Sweet, almost saccharine, as if fresh out of the laundry, but also... tinged with a deeper scent. That of hours and hours of being sunken beneath-

As coolness slowly spread across his body, his eyes twitched in confusion behind his shades. Only when he relaxed his eyes did the lack of piercing sunlight become apparent. Slowly, he opened them to see that the sun was blocked. Had the parasol shifted in the wind?

No... a mountainous figure stood, dripping from head to toe, and was casting a long, wide shadow that dwarfed him upon the dark towel.

“Hm-hm.” She cleared her throat as, hands on hips, she stared down at him.

Gold rimmed square sunglasses framed a golden bronzed face, and shoulder-length deep purple hair billowed down over wide shoulders... very wide. Although, even cocked at an angle, her arms were barely visible behind her massive-

“Excuse me.”

Utterly stunned, Milo stared up, his sunglasses tumbling beside him.

She had easily the largest breasts he had ever seen. Her body seemed practically poured into her royal purple wetsuit that shone and sparkled in the sun, albeit a darker purple than her hair. As her her breasts swelled out to mind-bending proportions only now did the massive craters they had left in the sand make sense. Beyond voluptuous, her breasts were larger than his head... no his torso. Each one individually looked bigger than everything above his waist... and would utterly dwarf everything below it, a tiny horny part of his mind squeaked. Further still her hips bulged out in ways words could hardly describe. Each of her thighs were thicker around than his shoulders, and rivalled her elbows for width. This woman had to be the largest woman... no the largest person she had ever seen. Eight... no, more, nine feet tall? Ten!? It was getting hard to tell as she seemed to loom taller over him the longer he stared.

“That's my towel.” She said, softly, simply. Stating a fact, not asking a question.

“U-” was all he managed, as he slowly and unconsciously pulled his legs in to protect himself.

Her eyes... those deep purple eyes... were utterly entrancing.

“Fuh...” he drooled, as his mind struggled to comprehend the sheer mass of the woman who had quite literally blotted out the sun with her very presence.

She grinned, as she seemed to enjoy the effect she was having.

“Well, you do seem very comfortable,” she said, cocking her head slightly to one side, and taking two luxurious steps closer, “I'd hate to ask you to move. Mind if I join you instead?”

Utterly rooted to the spot, he didn't move a muscle, a mix of fear and arousal keeping him frozen stiff as the massive beauty briefly grabbed a spare towel from her bag and towelled off.

Wait, no. No! She was just trying to take her spot back! Milo deliberately shifted into the impression her body had made in the sand over what he could only assume was the days she had occupied this sand like her personal fiefdom. Looking up, however, she seemed unperturbed. She let her hands rest on her impossibly wide hips, fingers sinking gently into the soft skin beneath in ways that spoke to her supple body.

“Oh, a pillow. What a lovely idea. Mind if I share it?”

With that, she slid with surprising dexterity into the space beside him, lying on her side. With just a single finger and thumb, she tugged on the pillow under his head, and slid it effortlessly over so she could rest her head on it, eyes on him. He couldn't help but watch has her body conformed to the ground, her thighs sandwiching together and blossoming outwards as one pressed atop the other, her breasts spilling forth across the gap between them like a dam breaking. He tucked his arms to his side tightly as he watched her breasts grow closer, and closer, like a slinking predator... but at last it seems even her buxom bust had limits, as it stopped just slightly brushing against his skin.

Her grin widened, and her eyes bored into his face as he, in turn, openly gawked at her truly mind-bending measurements.

“Here on holiday?” she asked.

“Y-y-ghh”.

“Oh... but look, you're getting burned.”

She delicately pressed a finger to his abdomen and he felt the raw heat in response. Looking down at himself for the first time in hours – having until now being unable to take his eyes off of her stunning body – he could see the slightly pink tinge he had taken on.

Not a serious sunburn by any means, but-

“You simply MUST have some sunscreen, my dear boy...”

“Wh-aa?”

Despite her calm and smooth movements, she seemed to move surprisingly quickly for someone so much larger than him. Every tiny movement of her body sent ripples through her soft skin, especially her oceanic breasts and expansive thighs, and Milo swiftly found himself crossing his left leg over his right to shield his rapidly hardening cock from her notice...

She produced from behind her a jar, larger than those protein powder kegs you saw in exercise stores, which read “Elegance Bronzing Sunscreen Bodybutter”.

“This is a very special cream, my dear. I have it flown in specially, nothing else will do for my body. Would you like to try some?”

His lips barely moved now as, without a word, she unscrewed the lid and dipped her two fingers into it, and withdrew them. Clinging to them was a thick, hazel mire that sparkled and shone in the sun.

“Very expensive, but then... all good things are...” she mused, allowing her eyes to drift away from him for a moment to admire the cream. “Here,” she added, and before he could stop her, she had begun to work it into his stomach.

“W-wait, tha... ahhh...” he felt his body instantly begin to tingle wherever she touched... and her hand began to spread the sun-warmed cream masterfully.

She was obviously a practiced masseuse, or something of that nature. Having been so utterly tense before, he could feel every single muscle in his body being tugged apart by just her kneading digits against his stomach, reaching in and finding every tightened knot and working it apart.

“Guhhh...” he moaned, and felt in less than a minute more satisfaction than any chiropractor or massage had ever given him.

He melted into her towel, feeling every ounce of tension leave his body as swiftly as it had come.

“Oh yes, it is delightful stuff isn't it my dear...” she whispered, softly, “You can just imagine how it feels all over...”

At that, her hand dipped just a little lower, slickly running just along the seam of his shorts and eliciting a slight quiver in his now jellied form.

“So tense... I suppose that's why you're here on holiday, isn't it sweetie? Need to relax?”

Practically drooling now, he felt his fingers softly grip the towel beneath him reflexively. He definitely needed something. Imagine what her hand could do... with that cream... He rolled his hips eagerly in the direction of her hand, feeling his leg flop down helplessly as he lost the strength to keep it up. By contrast, his cock was harder than ever.

“Oh my...” she cooed, softly, and ran her hand up his chest now, in the very opposite direction he wanted, “such a lovely body you have... if a little small.”

She giggled at that, and he could only wonder at her words. Of course anyone compared to her would be small! Not that he was that big a guy to begin with, of course.

Gently, ever so gently, she circled his chest with the cream, honing in slowly on his nipple as she dipped two fingers of her other hand in the jar and moved in on the other.

“Buh... bugh...” Milo mumbled, nonsensically.

“Such a tense boy... so many worries... so many cares... let me rub them all out for you.”

Her words were now contrasting entirely with her effects on him. While his body was more relaxed than it had ever been, his cock by contrast was throbbing with its demand for attention. Tense as a bowstring, his whole body thrummed.

“There, there... sweet boy. Let mommy take care of all your worries.”

Her words flowed sweet and soft as silk into his welcoming ears. Even so, he couldn't help but groan softly at his needy cock's lack of attention.

She ran her hands down his shoulders, and dug into his neck, kneading with her thick knuckles to press in. Now he actually was drooling, his head rolling to the side as he lost the strength to even keep it aloft, sinking into the pillow.

“Such a good boy for me... nice and relaxed...” she mewled through pursed lips, “time for those legs...”

She scooped out a healthy slab of cream and rubbed her hands together menacingly in front of his eyes, before reaching down and stroking from his thighs to his ankles, then up and down again, working the sparkly salve into his skin.

As she leaned over, he felt her breasts encroaching over his legs, but simply didn't have the mental will or physical strength left to care. He would do anything she wanted if she kept making him feel this good.

Every time she leaned down a little further, and her breasts pressed against his pounding cock, he felt his breathing grow a little shallower. They felt utterly heavenly. He could only imagine what they would feel like up close...

She seemed to not have noticed, but softly moaned as she pressed her breasts almost deliberately so as to guide his cock between them, pressing into the straining material around her chest.

“There we are...” she said at last, and pulled back.

He whined softly, feeling so utterly relaxed and yet... so unsatisfied.

“Aw, poor thing, don't worry we're not done!”

Milo wasn't sure if she truly meant it until she began to toy with the edge of his shorts, teasing them down little by little.

“Uh... um...” he whimpered softly, unable to bring himself to voice the objections he didn't truly have.

As Milo's shorts tugged insistently against his cock, prying it gently down to tent out and curve the elastic, she began to softly run a hand up and down his now deeply tingling thighs.

Everywhere she had rubbed in her sunscreen, his skin was practically singing. He couldn't tell if it was simply due to being so relaxed, or the after-effects of what had essentially been an expert deep-tissue massage... but he felt far more sensitive than he ever could remember.

Just the act of running her hand up his thigh was enough to make his cock throb strongly enough to break free of the confines of his shorts and slap meatily against his slick stomach – much to her delight.

“Oh yes... we can't possibly forget here...” she purred, lips practically brushing against his hardness as she did so.

With that, she began to delicately apply a thick layer of her amber cream to his cock, sculpting it like clay, and grinned into his twitching face.

“Yes, these poor, sensitive little boy-parts need lots and lots of mommy's cream don't they? They need to be very carefully protected...”

He groaned deeply, head lolling to the other side as he roiled in sexual delight.

“Such a sensitive boy... do Mommy's fingers feel good, sweetie?”

Whimpering, he nodded ever so slightly.

“I'd been wondering when you'd build up the courage to come over and say hello to me. I've seen you, you know.”

His heart skipped a beat. She had been watching him!

“I never thought you would be so bold to come and try to take my beach towel, though...” she cooed, forming a tight ring around the head of his cock with her fingers and slowly began to force him through her tight, slickened fingers over and over, which had him gurgling with arousal.

“Hmmm... well I must say... it has been nice to share my towel for a bit... but I am a little tired.” She withdrew her hand suddenly, leaving his cock shivering in mid-air. “I think I need to lie down and soak up some sun for a little while...”

She then slowly, teasingly, began to slowly unzip her wetsuit. The colossal cleavage barely contained within her slick, royal purple top jiggled in response. As they did so, in such a delightfully distracting way, she slid one massive thigh across his legs, until she was kneeling atop him. Heart hammering in his chest, his cock was practically screaming as it throbbed inches away from her slick, skin-tight suited sex... and as she delicately tugged her wetsuit down it was bared to him. His cock was now twitching directly towards her, signalling its outright demand that he bury himself in her hot, wet entrance. Never before had he ever felt such overwhelming carnal lust as he had for this woman.

“Ah... so much better...” she sighed in genuine catharsis, and he watched in awe at her monumental mammaries at last came spilling out, first one then the other, from the sodden and scanty material which had only barely kept them in check. Her rosy red nipples stood out prominently from her bronzed skin, evidence that she had spent just as much time sunning here nude as he suspected.

“I'm afraid I spent so much time rubbing my cream into you that I'm too tired to apply my own... be a dear and... rub some of yours into me, would you?

Tugging her swimsuit down her legs, she sighed, and looked into his eyes, biting her lip in arousal. Then, with a wicked grin, a flash came over her features.

“I'll just lay here and leave you to it. I think I deserve to lie down after all my hard work, don't you? This is my towel, after all..”

With that, she rolled herself forward on top of him, and before his jellified muscles could even begin to respond, he felt her soft flesh begin to subsume him beneath her.

She filled out the indent made in the sand by her body perfectly. Her stomach pressed him deeper into the soft sand and now the comfortable dip in the beach became a perfect form-fitting prison as the cushy towel gave way beneath him and came up on either side around his now imprisoned body. Her breasts soon filled the concaves his pillow had rested between, and in the process fully smothered his head between them, pressing in on all sides like a jelly mould.

A tiny squeak of terror was all he got out before her bulk had well and truly smothered him, his body being but a tiny bump beneath her which was easily trodden into the sand beneath her. The sheer volume of her body filled the space she had created beneath her, and he simply ceased to exist.

Beneath her, he felt panic rise within him, as he thought he would struggle for breath... but instead found he could take in lungfuls of air which were merely heavily laden with her scent, her musky sex and sweat-slickened aroma mixing with the heady scent of the bodybutter cream. Instead his panic became replaced with fragrant lust as, between her thighs, his cock now pulsed directly with his heartbeat. Her slick sex was pressed right up against it and he felt her groan in satisfaction as she gently pressed down against it...

However, he couldn't move. Not an inch. Instead she simply ground her sex against his cock, and her silky flesh merely glided over his now aching hardness. He whined, he groaned, he tried to move his arms, but there was nothing he could do to signal his displeasure at being so close, yet so unable to enter her. She seemed far from unsatisfied as with a heady sigh she shivered, slowly and gently rocking her massive thighs up and down... and his cock, layered with so much of her cream, was milked between them with every glacial movement.

Her breasts pressed in slightly claustrophobically around his face every time she inhaled, and he felt himself begin to synchronize his breathing with hers, but it was difficult when he was so insanely aroused. Milo kept finding himself taking in staggered breaths that left him gasping against her cavernous cleavage. He couldn't even move his feet as her calves were more than enough to keep them pinned beneath her.

With tiny movements, he felt her glide her slick sex up and down his cock, evidently enjoying herself as she slowly and painfully milked his cock between her thighs. It was utterly, mind-bendingly frustrating for him, however, as he had absolutely no outlet for his arousal. He could barely twitch his fingers whilst entombed within the towel and her flesh, and his over-riding instinct to thrust – to rut – to hump – was utterly foiled by her sheer weight! Just her thighs and ass alone likely weighed more than his entire body! He could scarcely even tense his cheeks enough to move a few millimeters in response to her downward silky, slick movements, and he wept with dissatisfaction.

In total sensory deprivation, he could hear nothing but the slow beating of her heart echoing between her breasts, in stark contrast to his own. His baited breath left a heavy atmosphere between her already saturated breasts, to say nothing of the moist valley between her thighs which – together with the mix of her arousal – left his entire midsection soaking and his cock basting in her juices.

He felt her fingers creep in beside his shoulders and, softly, begin to pinch her hardening nipples. Breathy coos followed as she rode his cock at her own nonchalant pace, paying no heed to his smothered and desperate cries... if she could even hear them. Indeed, he doubted she could even feel his pathetic squirms beneath her mighty mass.

Now in such close proximity, his skin prickled and itched where her cream had left its mark, sending his deprived senses into over-drive. He felt his sanity fraying as he felt almost like a man being tortured in a deprivation tank, with nothing else to focus on but her sweaty mass and no way to escape the torments being done to him. Slowly, he felt his sanity retreating to safety within the confines of his mind.

He had no idea how long it lasted, but felt her shiver and shudder through a number of orgasms which were the only sign of the passage of time he had apart from the glacial rhythm of her milking thighs.

At last, however, as Sisyphus may eventually have crested the mountain, he felt his arousal reaching a peak. Slowly, ever so slowly, his orgasm began to crest... and yet her sex slowed in response. As his breathing quickened and his cock throbbed heartily, she came to a total stop.

Now, utterly beside himself with need, he struggled with every ounce of strength remaining in his drugged and kneaded form, berserk with the utter overwhelming absolute requirement that he ejaculate right – fucking – now.

Yet it was simply no use. He felt her sigh and, in shock, felt her relax totally, and her body lost all tension. She pressed him in deeper to the sands, and now he was utterly helpless. What little movement he had before was now fully robbed from him.

Weeping, he remained on the knife-edge of orgasm, teetering upon the brink. Her orgasm-slickened thighs merely luxuriated around his cock, her lips taunting his cock with their promise, so close and yet just out of reach. Locked beneath her in the throes of utter madness, from above there was no outward sign of anything amiss. Indeed, there was no sign he had ever been there at all.

Her hands, at last, reached in to pet his head.

“There, there... such a good boy... I bet you would love to squirt between Mommy's thighs, wouldn't you?”

Frantically, he nodded into her cleavage.

“Hmm... that would be ever so nice... wouldn't it?”

For a while, she simply slid her thighs together, one over the other, in a gentle rocking motion that set his hyper-sensitive cock sparking with pleasure.

“Although... wouldn't it feel so much nicer if I were to, mmm...”

At that, she reached down and he felt her hand squirming beneath her stomach, slowly creeping between their plastered skin. When at last she made contact with his stiff rod, he flinched at the sudden contact after being trapped between her thighs for so long.

“There we go, such a good boy for Mommy...” she whispered, and at last, lifted herself just enough to slide him inside of her.

At last he felt the weight above him shift ever so slightly, and her thighs parted just enough to let his hips move. Immediately, on instinct, he began to thrust with reckless abandon, pumping himself frantically into her.

“That's it, such a good boy... that's it...” she whispered conspiratorially, luxuriating in the feeling of her trapped toy fucking her after being so slowly tormented for so long.

Milo felt his legs grow cool as something slid up under them, but in the throes of his impending orgasm, he couldn't have possibly cared less.

“There we go, just keep fucking Mommy... don't think, just fuck...”

His calves and thighs felt a cool, wet sensation spreading, and for a moment he thought the tide may may have come in. Still, he ploughed on, mindlessly screwing away, ignorant to everything else.

Her hands squeezed his buttocks and he felt them lift off the sand for a moment, yet his only complaint was the temporary restraint it caused. Once again he couldn't move. Yet now... his thighs felt so restrained. Even as the cool, slick sensation creeping up his body reached his lower back he couldn't see past her bosomy blindfold.

At last, she did release him, but now he had to struggle mightily for any freedom at all. His legs felt practically strapped to her. Feeling as if just a few hard thrusts were all he needed, he thrashed what little he could in his cozy confinement.

“Now, I think that's enough sunning for me. It's quite late, you know...”

Milo felt his head swim as, alarmingly, he was lifted into the air as her hand remained pressed into his back, keeping his upper body pinned to her as her breasts hung heavily across his shoulders, keeping him easily restrained.

“Mmmmfh!” was all he managed to voice in response, desperately struggling for release, although which kind wasn't clear even to him.

With the steady 'zzz' of her zipper creeping up his back, he realised at last what she had done. She was sealing him inside of her wet-suit, pinned to her body. What would people think when they saw him in here? He wallowed in embarrassment, even as it warred with his raging libido. Then, thinking more clearly, he began to panic. Given her sheer size, especially her breasts, he began to comprehend that even given how tight it was... someone might not see him trapped in there. Fighting to surface above her breasts, he saw her grinning down evilly into her cleavage.

She reached down and, with a strong grip on his ass, hilted him inside her. That was all he needed. The orgasm he had fought for for so long wracked through him, and his cum rocketed out of him deep into her welcoming pussy. Contracting around him, she slowly pumped him in and out of her, bodily, ensuring to milk every drop of his seed from him.

Drooling, the poor boy felt himself sinking down into the prison of her body, her wet skin closing in around him as her cleavage slowly sunk closed.

“Good boy...” she cooed as he wallowed in orgasmic bliss. The zipper closed around her breasts, and for Milo, everything went dark.