After his session with Sandra John was a mess of conflicting emotions. On the one hand he winced at the memory of the painful and humiliating paddling he had undergone at Sandra's hands and on the other he harbored an almost painful lust for her. In aerobics class she was aloof, but at times he would receive a wink or a knowing glance. Once she asked him if he was sitting comfortably these days and he blushed and stammered an embarrassed reply.

John's attendance was good. He was not ready for a repeat performance of a behavioral mod session that was mandated by club rules if a member missed 3 classes in a row. And he was making progress. He had lost 10 lbs. Another plus was his developing friendship with Tracy. Tracy was a petite blonde, about 5' 2" 110lbs with shoulder length straight hair fixed in a pair of cute ponytails, and a dancer's body. She had well formed legs and small but perky breasts. Her best body feature, however was her bottom. It was firm without being muscular, and round. It pertly jutted from her tiny waist and sculpted thighs to complete a totally delectable package. And she seemed to like John. They had coffee a few times and John was ready to ask her out. In fact it was this burgeoning relationship that led to an incident that was to change their lives in an embarrassing but decidedly exciting way.

It was a Friday afternoon. John was to pick up Tracy after work to go to the club after which he would take her to dinner. John picked up Tracy but the route to the club was blocked by a traffic jam. When they arrived, the class was winding up. This couldn't have been worse. Both had missed both Monday and Wednesday and wanted to go together so that they would be sure to make Friday. And as luck would have it, Sandra was the instructor.

They tried to explain, but it was no use. Sandra towered over the two, wagging Her finger and lecturing them on the rules.

"Both of you missed all week. I don't care about excuses. We are going to have a little talk downstairs if you know what I mean. And since you are together on this I think you should come with me together."

Tracy and John looked at each other and gulped. "I guess we' re in for it now" said Tracy ruefully rubbing her bottom. "But can't we do this next week?" pleaded John.

"Its ok with me if you want to put it off," said Sandra, " but I mean to have this little session with both of you. I think you might rather get it over with now since it is Friday instead of dreading your punishment all weekend. And since it is late on Friday I propose to take you together."

A chill went through John and he flushed as he contemplated what she was saying. How could he do this? He had broken down and cried like a baby when Sandra had paddled him and now he faced the prospect of 15 swats from that wicked paddle in front of his new girlfriend. He would be mortified if he cried in front of her! At the same time a jolt of sexual arousal hit him as he imagined Tracy's cute , rounded bottom upended over the spanking bench taking solid swats of the paddle wielded by the gorgeous Sandra, now clad in spandex shorts and a skimpy halter top that barely contained her luscious breasts.

"I'd rather do it now", said Tracy, "And I don't mind if John is there," she added shyly, glancing nervously at John.

The pressure was now on John. Thoughts of the stinging paddle competed with both his pride and his hardening penis. Finally he realized that if he acted cowardly in front of Tracy, he could lose her at a critical juncture." Ok I'll do it," he said.

Sandra smiled. "Very well my naughty children. Follow me." Sandra led the way to the dreaded basement room. John and Tracy walked behind her holding hands. John followed the motion of Sandra's swaying hips and magnificent hind end clad in the tight spandex. They reached the room and Sandra ushered them in.

Seating herself behind the desk she pulled out the book and said, "This is your second time here both of you so it's 15 swats." She noted that they were in street clothes since they had not had time to change.

"We do not allow more than one layer of clothing for the paddle. In your workout clothes ladies usually wear spandex and thong panties and guys wear shorts and a jock strap, so you can strip down to your underwear for this."

Tracy put her hand to her mouth and John gasped. Neither of them could move.

"I said strip down now! I'm not going to waste my time trying to make an impression on you through several layers of clothing. You wouldn't feel a thing. Let's go---down to your underwear- both of you."

Tracy and John slowly peeled off their outer clothing and hung it on hooks placed in the wall. John couldn't help but notice what a sexy body Tracy had, clad now in white bra and tiny nylon French cut panties that didn't look like they would offer much protection from the hard wooden paddle. John was left in a t-shirt and Y-briefs that could not conceal his thickening manhood.

"Ok Tracy, ladies first ", said Sandra, unclipping the paddle from its peg on the wall and swinging it through the air a few times to test its feel." Bend over the bench and keep your hands on the handles. You're getting 15 good hard ones and you'll count every one."

"O please Sandra, no, I can't. I'll never hold still. I'll jump up like last time. That paddle is too hard and it bruises. Can't you do something else? And I need to be held down. I'll never be able to stay still for it. I'll go across your lap and you could hold me down and spank me good , but please not that paddle!"

Sandra mused for a moment. "Well ", she said slowly, " I guess I could give you a good sound spanking in lieu of the paddle, but it would be a good one--and it will have to be with a paddle. I'll give it to you with a smaller light paddle that we have here in the drawer."

Sandra stepped to the desk laying down the big paddle pulled open the drawer and retrieved a small toy novelty store paddle that bore the inscription "heat for the seat" on it. It did not look too formidable, thought John.

"And", added Sandra, seating herself in the tall straight-backed chair, "you will take this completely naked." That last statement was made in a matter-of-fact way but it shocked both John and Tracy." WHATTT?" said Tracy. "That's right " said Sandra, "I want you naked for this. If I'm to give you a more lenient session of behavior modification I want you to really feel it and to really feel the shame of having to be naked across my knee like a 10 year old."

Like a condemned prisoner Tracy unclasped her bra freeing her pert breasts whose nipples were clearly hardened. Placing her thumbs in the waistband of the tiny panties she slipped them down revealing a breathtakingly rounded little bottom.

Sandra patted her thighs with the paddle. "Across my knee Tracy. Its time for an old fashioned bare bottom spanking for you and I'm going to keep you over my knee until I am sure you have learned a good lesson."

Tracy lowered herself across Sandra's lap. Sandra adjusted her until her bottom was perched right over her right thigh and her back was angled at the floor. Placing her left arm over Tracy's back and pinioning her right arm, Sandra patted Tracy's pert fanny with the paddle and raised her arm.

Smack! Crack! Smack! Whack! Crack! Smack! "Ouch ...owww ohhh Owwww!" cried Tracy Spank! Crack! Smack! Smack! Smack! Smack! "Oww....owww...owww...it stings!" pleaded Tracy fluttering her legs but unable to aleviate the stinging heat in her fanny.

Sandra proceeded to deliver spank after spank in a steady rhythm to Tracy's quickly reddening bottom. Tracy's rear would quiver with each crack of the little paddle and a band of red would form where the paddle struck. Tracy pleaded and wriggled with each stinging smack, but Sandra methodically spanked her little fanny to a hot tomato-red hue.

After about 90 rapid smacks Sandra intoned," You are getting 10 more good licks Tracy. Count!" SMACK!! " Owwww...one" wailed TRacy. SMACK!! " Yeowwww....two" CRACK!! "Ouch ...ouch....three" * * * * * *

As the tenth spank was delivered , Tracy shot up and clasped her burning rear. Dancing from foot to foot she rubbed furiously trying to put out the fire in her hind cheeks, oblivious to John's gaze and his obvious hard on. As for John the spectacle of Tracy's spanking over Sandra's knee had produced a raging hard on that John could not conceal.

Tracy continued to hop around., hissing in pain and Sandra tuned her attention to John." Ok John your turn. I suppose I should be fair. I'll give you the same option as Tracy---15 with the big paddle over your underpants or a good spanking, completely bare, with my little friend here."

John had to consider this carefully. If he took the paddling he got to keep his pants on, but he might not be able to hold still for it. If he took the spanking, he knew Sandra would hold him in place, but both women would see his cock in full arousal. The latter, John decided, was the lesser of two evils.

"You can spank me, Sandra. I'll take what Tracy got." said John. With that John peeled down his underwear and took off his shirt. "My ..My...my" said Sandra." I see you enjoyed Tracy's spanking," she observed noting the turgid member that stuck straight out. Tracy too by this time had calmed down, and her eyes widened as she stared at John's rigid penis.

"Get over my knee John, lets see if I can't focus your mind on something else", said Sandra , grasping John by his swollen member and pulling him across her lap. Another jolt of pleasure hit John as she opened her legs to accommodate John's cock and grasped it firmly between her knees.

Tracy too had felt the fires of arousal from the stinging spanking given by the beautiful red-haired amazon on her nude fanny. To have had to strip for both Sandra and John and then be spanked like a little girl had triggered erotic feelings that had made her wet between her legs and she unconsciously licked her lips at the sight of John's arousal.

Sandra spanked John with steady stinging cracks of the paddle that had John fluttering helplessly over her knee. Each crack was a pistol-shot in the small room and John hissed with pain under his breath, determined to be brave and not allow Tracy to seem him break down and cry. As the relentless smacking continued John realized he had seriously underestimated the little "heat-for the seat" paddle.

Crack! Smack! Whack! Smack! Crack! Spank! Crack! The paddle continued to pop noisily across John's rapidly reddening buttocks. Crack! Smack! Crack! John could feel the tears beginning to form in his eyes. Finally it was too much. "OOH....OWWW....OUCH....PLEASE SANDRA...STOP!" Sandra just cracked the paddle down even harder. Smack! Crack! Smack! "OWWWW........" bawled John.

"Ten more, John. And count them", said Sandra. How John endured those last ten cracks of the paddle he had no idea. His rear was a fiery red, his eyes full of tears, face red and voice cracking, he managed to count to ten, accompanying the loud retort of the paddle, slowly administered with the full force of Sandra's arm behind each one.

John rose, gasping. He was a sight with his cock bobbing up and down as he did the spankee's humiliating dance rubbing his hind cheeks to try and relieve the pain.

Sandra watched this spectacle until John regained his composure. "Ok you two, you've been punished now. From now on make sure you are here. The next time its 20 with the real paddle and I won't let you off with a little paddywhacking like today. Understood?" "Yes Sandra," said both Tracy and John together, still rubbing their inflamed rear cheeks." I'm leaving now", said Sandra.. "I'll let you dress by yourselves. Close the door behind you when you leave."

"Oh my God, John that stung like crazy", said Tracy. "You know it did", said John, "who would have thought that little paddle would hurt like that?" "It hurt all right, but you know what? I'm just as hot in front as I am in the rear" cooed Tracy. " And I can see you are too. I need some relief John and I think you have just the thing," said Tracy cupping John's balls in her hand and stroking his hard shaft. "I need it too Tracy. I could barely stand the sight of your gorgeous fanny squirming over Sandra's lap and dancing under that little paddle" said John softly pinching a hardened nipple between thumb and forefinger.

"Oooh I want you in me right now", panted Tracy. "Lets see...how can we do this? my bottom's too sore to lie down.....I know..." "We'll use this", said Tracy as she proceeded to approach the spanking bench. Laying herself across the bench in perfect position for a paddling she looked back at John." Ooh lover, take me from the rear. Stick it right up inside me now!"

If there was ever a sexier sight, John had never seen it. Tracy was bent over the bench, red rear pouting back at him, wetness glistening between the lips of her womanhood. John stepped up behind Tracy perched over the bench, her red hiney on display and perfectly positioned to receive him. Tracy spread her legs slightly as John gripped his turgid rod and slipped it into her tight sheath. The feel was electrifying for both of them. As John began to slide back and forth, Tracy could feel the friction against her little button. He stroked in and out, waves of pleasure engulfing his senses. John moved faster now, his belly smacking against Tracy's red bottom driving her to new heights of pleasure. John slid in and out in a frantic rhythm now trying to hold off his own climax. Finally Tracy stiffened and wailed, then pumped her backside furiously as John felt his own orgasm releasing his seed deep within Tracy's deliciously tight womb.

After a few moments they managed to become untangled and John withdrew from Tracy with a soft plop! "Oh my God, John, I'm totally drained. The spanking and then the way you took

me !"

"Me too Tracy. I couldn't believe that watching her spank you would turn me on like that!" said John, smiling.

"Liar!" said Tracy "You knew and you loved it. I bet you even engineered that little episode", she said sticking out her tongue.

"And it looked like you got even harder when she spanked you. I think maybe you missed classes on purpose just so you could get our Ms Sandra to take you over her knee and spank your little hiney."

"Well you got wet watching her paddle me, little miss innocent.

Then they both stopped. Whatever the reason, what had just happened had been a huge turn-on for both of them and they were clearly infatuated with each other.

And so it went. A long weekend and more stinging in the nether regions were in store for John and Tracy. New love bloomed out of the stinging heat of a sound spanking.

But what of Sandra and the other female instructors of this unique club? What effect does the club's disciplinary policy have on them? And by the way, can a staff member really order her charges to strip naked for a spanking?