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43...44...45...

The dark brown bear gulped a mouth full of stale, ultra-chlorinated water and felt an immediate sting in his throat. He coughed it back out again as he reached the far side of the pool and panted, taking a look at the timer strapped around his wrist.

Hmm. 50 seconds that lap. Getting faster.

He had a right to feel proud. Three months of not even getting his paws wet over the long, exceptionally-brutal cold winter was a hell of a long time to be out of the pool. He reached down to adjust his dark blue Speedos, feeling the rubbery lycra stick to his stomach-fur and hip, and cinched it up until it cupped his sheath comfortably.

He looked around the empty pool and then glanced up behind him at the petite lifeguard watching him intently from her spot on the high chair, obviously pleased she held a certain air of superiority over the massive ursine. He grinned and waved a paw up to the sea otter. "Aren't you bored up there watching just me?"

The lifeguard smiled and expressive almond-shaped green eyes regarded him with some amount of esteem. "Yes." She sighed and crossed her legs, shapely, deep-brown swimmer's legs, powerful calves and thighs, he noted. "I have to wait until you are done before I can go in. Which will be..." She glanced over at the electric clock buzzing away. "About fifteen more minutes." She braced her webbed feet on the chair stand under her and adjusted a bright red bikini that looked at least two sizes too small for her. "Go ahead and swim some more..." She smiled again. "I am keeping an eye on you."

The bear snickered and then nodded, pushing off the side of the pool and opting for a back-stroke. As he tore through the water on his back, he gazed up at her the whole time. She had crossed her legs again and was now bobbing a footpaw up and down slowly, almost to the rhythm of his strokes. True to her word, the sea otter's face never left his, watching him swim to the far end of the pool, flip backwards and underwater, and then push off again to complete the lap towards her.

As the bear came back to her, he sputtered and clung to the side, badly out of breath.

"How long that time?" The lifeguard asked, hopping down from the chair and walking up to him.

"Oh...um..." He watched her come forwards and audibly gulped. This close, he could see she was actually young, not even twenty. Her red bikini cut deep up her thighs, leaving two black drawstrings at her hips, and hardly any fur but her crotch covered. A scrap of red fabric barely held her dark brown breasts underneath, with another black string tied behind her neck. A large, thick ruddertail dropped down about ankles adorned with twin sets of white-shelled bracelets. "I...I wasn't really...counting that time."

She laughed and knelt by the pool. "Should I count?" She motioned to the clock. "Go on. Swim one more lap and I will time you."

The bear nodded. "Sure, okay. I appreciate that, miss." He took a breath and then pushed off the side of the pool, coming into a rapid front-stroke, tilting his head to the side to take in breaths as he sped to the far side of the pool. As he flipped to come back, he stayed underwater in the shallows to get one more hard kick in before surfacing and kept his face down this lap, eager to have a better time and impress the young otter.

He was just counting off 35 seconds when ahead of him he noticed that the sea otter had now entered the pool lane next to his and was floating underwater, watching him. Long dark hair flowed about her like a siren's, and she was slowly pumping her arms up, her brown breasts jiggling beneath her top. He lost his focus and swallowed water, coughing as he reached the edge of the pool and staggered to grab the side.

The sea otter's head popped up in the lane next to his and she smiled. "Just over 50 seconds still."

He nodded, wiping water from his face. "I'll get there. My goal is to do a whole lap in around 35 seconds."

"It may take you some time to achieve that," she replied gently. "But I think you can. It just takes practice."

"How...how fast are you, if I may ask?"

The sea otter tilted her head questioningly. "Why? You want to race?"

"Good Lord, no! I already know who'd win!"

He splashed her and she laughed, shielding her face. "Would you like to see how fast I am? You have to get out of the water first."

"Oh, I thought I still had a few minutes..." He hung his head and looked dejected.

"Well," the lifeguard grinned and shrugged. "Rules are rules. But...oh, I suppose I can let you stay inside a bit longer, since it is just us. Here, watch me." She suddenly ducked down under the water, pushed off the side, and the bear stared at the girl, mesmerized, as her slinky form shimmered underneath the surface, using powerful dolphin-like kicks and tail-lashes to zoom towards the other side.

He ducked his head down to watch her approach the edge and, without coming up for air, somersault, spin like a dancer, and push off with both feet, swimming back towards him. As she swam, she dove deeper until she was at the 18-foot mark, and continued to swim forwards in a powerful breast stroke. He was positively amazed at how the girl moved, easily, confidently, almost fish-like through the deep water, broad sweeping arcs of her arms perfectly timed with sensuous frog-kicks. As she moved, her beautiful breasts undulated and bobbled behind the tight bikini top, ready to spill over at any minute. Her long hair first billowed and then trailed about her back and around her tail.

He glanced down and realized he was in full arousal, a strong, pulsing ursine sex aching behind taut lycra that nearly squeezed his sac. He quickly spun around facing the side, praying to whatever pool gods existed that the girl hadn't seen his excitement down there, and waited for her to surface.

When she finally took a gulp of air, he was staring at the clock incredulously. "W-wow...twenty-five seconds...that's not possible."

She blushed, looking sheepishly at him. "Why do you think I am the lifeguard and you are the swimmer, silly bear?" The sea otter smiled and ducked under the lane divider, until she was floating and treading water in his own lane, much closer to him. "The secret is the tail. A lot of my swimming power comes from just that. Allows me to use less energy, conserve my air, keep my heart-rate down. See?" In a flash, she had a hold of his large paw and was guiding it to her other wrist. "Feel my pulse? Not too fast, right?"

The bear nodded wordlessly, realizing his own heart was thumping wildly, almost from his chest.

"Well, now that I have swam a bit, I may as well stay in..." She ducked back under the lane divider and to the lane next to him. "I suppose you can stay, if you want to do more laps."

He found his voice at last. "I, um, s-sure, I'd love to. Thank you, miss...?"

"Leilani..." She reached over and offered her webbed paw to him.

"Boom." His paw nearly swallowed hers.

The sea otter smiled. "Nice to meet you, Boom..." With that, she sucked in a breath and ducked forwards, diving deep to the 18-foot bottom again before going once more into her sensual breast-stroke.

Boom swallowed hard and ducked back down again to watch her swim, seemingly hypnotized as the gorgeous mustelid approached the other side, spun around, and started back again, this time going to the surface and doing a side-stroke. He shook his head hard and pushed off to do another lap, going for a side-stroke himself and facing her. As they passed by one another, she smiled at him before ducking her head back into the water. Underneath, her long, thick tail slid across one of his legs, a warm, slick, live thing that heated his body up another one-hundred degrees instantly.

"Sorry," she muttered apologetically as she continued past, kicking her legs and heading to the far end.

Boom smirked and stopped swimming to watch her, treading water. "Not at all..." His voice nearly cracked as he saw that the bikini bottoms she was wearing were now riding higher, what with the way her tail was whipping, flossing a tight pair of dark brown ass-cheeks. He ducked underwater and nearly lost his breath as he watched her darker netherfur peek out from either side of the tiny string of fabric, splitting ripe, swollen folds of her sex.

The bear stared at her as she swam the rest of the way across the pool, seemingly lost in his daydream. He unconsciously stole a paw down his stomach and stroked over the warm bulge concealed there. He hadn't realized just how aroused he was, and with just the slight physical contact.

He really wanted to feel her tail again.

He quickly lurched forward and started doing a side-stroke again, spreading his legs out for each kick and waiting for the otter to catch up to him in her lane. As they passed one another again, now that he was facing her, the lifeguard's tail brushed across his front, directly over his groin. He nearly gasped as the warm, slick hardness of the ruddertail bumped over his bulge, and it triggered a sudden rush of pre-cum, a quick jerk of seed.

He'd never felt anything quite like it.

He moaned and rubbed himself where the tail had struck, feeling a slight stickiness in his suit. It never occurred to him he was doing anything too weird or perverse. And besides, he thought to himself, it's just accidental contact. Well, sort of.

He watched the otter push off the other side of the pool, still intent on a side stroke, facing away from him, and he eagerly spread his legs out again, waiting for her to pass. This time as her tail came up his legs, he swiped at it and held it briefly to his groin, pressing it firmly against his arousal. Pleasure nearly exploded from him as the otter's tail wiggled against his suit and out of his grasp, slapping at his thighs, and another pool of pre-cum oozed from him.

Leilani laughed as her head back up, completing her kick, and stopped for a moment. "Trying to catch me, Boom?"

Boom was more than beside himself at this point, but still managed to utter a reply. "N-no...it's just...I...I guess I can't focus very well, not with a beautiful girl like you in the water."

The otter looked embarrassed at him. "Is my tail a bother?"

"Oh God, no," the bear shook his head hard. "I...you have an amazing tail. I mean..." He went for broke, already embarrassed himself. "I like...how it feels."

She ran her tongue over her lips and Boom swore she might have blushed. "Um...maybe we should keep swimming, Boom." With that, she rolled over on to her side again, facing away from him, and started an easy, slow side-stroke once more, this time going more his speed.

The bear continued his side-stroke as well, feeling bad now. He saw that the otter had slowed down and he was about to pass her. As he spread his legs out to kick, the otter's tail dipped down and brushed across his legs, before tucking upwards and pushing firmly against his sac - and this time stayed there. Boom choked on water as he gasped, and the otter's tail mashed his hardness through the tight Speedos, giving it a few firm presses before pulling out from between his legs again, bumping across his feet.

Leilani smiled over her shoulder before she rolled over and started a back-stroke, her bikini-covered breasts poking out of the water, now capped with two thick nubs straining against the top. Boom meantime was throbbing within his swimsuit, absolutely crazed with lust he hadn't felt in months. There was the nearly unstoppable desire to pounce the otter, pin her down somehow, or against the wall, rip away her bikini and enter her fully and deeply. His erection peeked from beneath the suit now, a full, thick crown of flesh. He reached down to rub it and felt his whole body tremble.

He saw Leilani speed up as she reached the far end, then flipped back over onto her side, facing away from him again as she went back to a comfortable, relaxed side-stroke. Boom bit at his lip and quickly pulled down more of his suit, until all eight glorious inches of him was out of its lycra confines and swaying in the water. Then he rolled over onto his side again, waiting for the otter to swim past him. As she came closer towards him, he spread out his legs, presenting his aching arousal to her tail.

The sea otter's tail bumped over his feet and then along his legs, and as it got to his thighs, the bear quickly seized it with both of his paws and mashed the flesh against his bare hardness.

It was like tossing a lighter into a pool of gasoline. He gasped and rubbed her tail fitfully over his erection, closing his eyes tightly as each rub took effect. After a few seconds, the otter's tail wiggled out of his grasp again and he heard her giggle as she continued to swim.

Was she enjoying this?

His erection continued to bob after the brief teasing, and with her back still turned to him, he reached down to wrap a paw around himself, giving it a few tugs. The resulting quick stream of cum nearly caught him by surprise, and he gasped again as he had a full orgasm. He quickly waved a paw back and forth against his groin, worried what the otter would think when she swam back towards him and saw flecks of his erotic dispersal floating around.

She laughed as she reached the side of the pool and rested. "Still trying to catch me, I see." She was breathing heavily.

Boom swung his legs around and rolled forward on his stomach, sheepishly tucking his spent sex back into his suit as he breast-stroked towards her, managing a smile. "Almost..." He was panting as well. "You're...difficult to keep...a hold of..."

He wasn't ready for what she said next. "Well, keep trying..." He looked in consternation at her as she giggled again, took a breath and dove deep to the bottom again, doing a slow breast-stroke across the tiles. The bear grinned and flipped over onto his tummy again, diving down underwater and trailing just a few feet behind the sea otter, staring intently at her crotch. Each time she spread her legs for a kick, he could see her aroused, light pink labia being flossed tighter and tighter between dark brown folds. Her thigh muscles and buttcheeks wiggled with each kick, and the pink muscles seemed to wrap around the bikini, like a thong, and flex as well.

He moaned and dug his paw back into his suit, pulling out his erection again and pawing at it steadily, wanting another orgasm. All thoughts were of him swimming a little faster, catching up to her, and grabbing her by the waist. It would take hardly any effort, as big as he was. He could overpower her, and as she struggled and kicked hard against him to let go, he could thrust his hips forward, jam his cock deep inside her pussy, and fuck her until-

He let out a startled exhale however, losing his breath, when Leilani looked over her shoulder at him and churrred softly through pursed lips, letting a trail of silvery bubbles free. In a panic now that he'd been discovered masturbating, he stopped, stuffed his sex back into his suit, and quickly swam back to the surface, coughing.

The sea otter continued to swim, staying underwater a considerable time as she reached the far end, flipped, and swam back towards him. Boom quickly turned and swam back to the edge of the pool, keeping his back to her, and pressed his erection against the wall, trying his best to hide his more than obvious lust.

He heard a light gasp as Leilani finally surfaced in her lane. "Are you alright?"

The bear nodded wordlessly, still trembling inside. He couldn't believe how close he'd come to statutory rape at Furry Fitness Gym.

Leilani ducked down and crossed the lane divider to join him. "You really should not try to keep up with me underwater. One of the reasons I was hired at this gym. I have excellent breath control."

"It's not that," Boom said shakily, still keeping himself against the wall. No, his erection was not going away at all. "I just..." His head turned to face her and realized their bodies were almost touching. "You're...really...beautiful. And...I like to watch you and...well..."

She floated closer and her warm body was now up against his, hip to hip. "We should swim a bit more, Boom. Would you rather I stayed at the surface? We could practice side-strokes again."

The bear's eyes lit up and he swallowed hard. "Oh...oh sure, sure...th-that would be nice."

Leilani smiled and completely stunned him by leaning her head close and kissing his nose. "Wait here..." She then ducked underwater, sank to the bottom, then pushed off hard, zooming to the top and expertly latching her paws on the pool rim and leaping out of the water in a splash. The bear watched the girl slosh water as she padded to the double doors, showing him taut buttcheeks and that talented tail, and set the latch into place, locking the doors. "So no one else comes in," she said as she returned and sat down on the edge. "The pool is supposed to be closed now. I could get in so much trouble. And you look about done in. We had better share the lane so I can better assist you if you get tired."

The bear nodded, looking lost for words momentarily. "Uh...yeah. That's...good, I guess...I...think." He stared as the sea otter got back to her feet and dove in as clean as a knife, and started another brisk side-stroke in his lane, her back facing him. Boom took a few breaths to steady his pulse and then pushed off, starting his own, realizing every time he kicked, his erection jostled around in his suit, begging to be let free again.

Leilani reached the other side of the pool and then returned, still facing away from him, her long, thick tail trailing behind and wiggling like a snake. As she approached Boom, her tail dipped down and bumped playfully against his thighs, and the bear felt instant heat again. She churriped softly as she felt Boom's paws trying to grab it again, and shook her tail free, giggling.

She was horny herself, there was no question. Feeling the bikini dig into her cleft had been enough to give her a few small orgasms as she swam, but the feeling of her tail pressed up against the bear's massive arousal had filled her with even more lust. She'd seen him pawing his massive erection underwater, watching her. She wondered how it might feel inside her. As thick as it was, there was no question she'd enjoy it.

As Boom approached her again, she dipped her tail, waited for the bear to spread his legs, then hurriedly mashed it up against his groin. She earned a low moan from the bear, and allowed him to take her tail and rub it furiously against his bulge, and she in turn worked her tail in several quick wiggles back and forth.

Oh gods yes, she thought. You are so hard.

Boom was beside himself by this point, but before he could enjoying it thoroughly, the sea otter's tail left him again as she continued swimming. He stopped, treading water, and pulled his erection free again, then started off, seemingly intent this time on grabbing that tail and keeping it. As Leilani drew close to him, he stopped swimming entirely and spread out his legs, presenting a stiff, swollen, bobbing bear-sex.

As before, Leilani's tail swayed and then clamped alongside his erection. The bear gasped, got in a quick breath, then grabbed the ruddertail tightly with both paws. He sank underwater and crushed the tail against his sex, closing his eyes and focusing on holding his breath, trying to reach climax. Leilani meantime got in a gulp of air and sank down with him, arranging her slinky body until she was up against him. Before Boom knew it, his feet were touching the deep bottom. He burbled and wrapped his paws around the sea otter's tummy in a bear hug, thrusting his hips and grinding his hot erection against her tail, while Leilani bubbled a few soft whimpers, holding still, her floating hair waving around his face. Every few seconds, she'd kick her legs outwards to keep herself against him, grinding her butt hard to his groin.

Boom let out another bubbly moan and came, releasing six, seven, then eight steady streams of bear cum against Leilani's tail, and the sea otter moaned as well, laying her head back against his broad chest and kicking, milking his orgasm. When he was finally done, he let go of her quickly and pushed off the bottom, hurrying to the surface to breathe.

Leilani came up gasping close to his face, and spat out a bit of water. "That was so hot..." she whimpered and kissed his mouth, slipping her arms around him.

Boom caught his breath, wildly turned on by her kiss. "So hot..." he agreed.

"I was...really hoping you were going to rip off my bikini bottom and fuck me...down there..." Leilani whispered against him, nuzzling, and brought a paw down his back and then around to his front, closing it around his spent sex. "I wanted you to. I was waiting..." She was pleased to feel him stiffen in her paw.

Boom blushed. "It was your tail. I couldn't control myself. It's really soft, yet stiff, not fluffy at all, and it just made me so hard when it touched me."

The sea otter nodded then ducked under and pulled off his swimsuit, working it down his powerful legs and then feet, then shook it loose and watched it settle to the bottom. She paused and stroked his bear-sex, working it into a throbbing shaft of flesh again with her paws, before returning to the surface and kissing him.

"Okay...now I want to fuck you..." Boom barely got in, groaning as the girl continued rubbing him.

Leilani laughed and pulled away. "Follow me..." she said, then rolled and dove down.

Boom blinked then hurriedly got in a deep breath before diving down after her. A few feet ahead of him, the sea otter reached for her bikini bottom and untied it, kicking it free from around her hips and giving Boom a perfect view of her arousal. She dove to the deep bottom and rolled over until she was facing him. As the bear approached, she removed her bikini top and shimmied her breasts, churrring and blowing a playful stream of bubbles through her lips.

The bear grinned, struggling to hold his breath, and swam closer, fully intent to impale the girl, but was surprised when she held up a paw and shook her head.

What was she doing?

Leilani smiled and spread her legs outwards, reaching for her tail from behind and then setting it between her legs, and let out a bubbly moan as the very tip poked around her labia. Boom watched, spellbound, as the sea otter kept a firm hold on her tail, and worked it sensuously over her folds, first just dabbing at the pink flesh, diddling her clit, before then dipping the tip slowly into her sex. As she did, her green eyes, lidded with pleasure, watched Boom the whole time. The bear meantime was losing control, pawing hard at his sex, trying to work himself up to another orgasm before he had to break off for air.

The sea otter continued to masturbate, taking a bit more of her tail-tip into her folds, thrusting her hips slowly forwards and fucking it wildly, now losing control herself. She suddenly pulled her tail free, wiggled her hips, and launched herself forward, surprising the bear in a tight embrace. As Boom struggled with her, the sea otter wrapped her legs around him and quickly plunged her hips down, taking all eight inches of the bear's hot flesh deep inside her.

Boom tried to push off somehow, but the sea otter had a firm grip. She ground her head against his chest and slammed herself up and down on his shaft, practically raping him, until she could no longer stand it. She closed her eyes, screamed, and gushed heavily, her juices becoming floating, creamy wisps around their joining, her whole body writhing and jerking as one orgasm after another washed over her like tidal waves.

Boom's lungs were burning now. He finally managed to shake the spent sea otter loose and shot for the surface as Leilani stayed down, floating just above the bottom and pawing herself furiously, still crying out. When she was finally spent, she hugged herself tightly, retrieved the errant swimsuits from the bottom, and swam up to join him, gasping and shaking, at the pool wall.

"Otter..." Boom tried, still coughing and badly out of breath. "I...I couldn't stay down...any more...I almost...drowned..."

Leilani was against him quickly, kissing him passionately amid hard breaths. "I know...I am so sorry...so sorry, Boom..."

The bear chuckled as they looked at each other. Below the surface, his bear sex was raging, still full and quite ready. "Well...I have some time still...maybe we should get in a few more laps?"

The sea otter smiled and kissed him again. "Sure. Ready for some more side-strokes?" She giggled, staying in his lane, close to him.

"Oh gods, yes," Boom moaned and watched the nude otter push off and swim. He then pushed off and followed next to her for some time, matching her stroke for stroke, facing her backside, before resting in the middle of the lane and waiting for the lovely girl's tail to get close again.

He was more than ready.

END