“Left triceps brachii pneumatic actuator pressure reading at 98%, right at 99%. Looks like the double-braided nanotube membrane works even better than projected.”

A pale woman with brown hair wrapped in a tight bun read off of a control panel, peering at the display over her glasses. She turned her head slightly, glancing at the other person in the room. A man with dark brown skin and close cropped black hair, whose lanky physique and broad shoulders made the matching lab coat he was wearing hang somewhat awkwardly on his frame. He nodded, his intense, olive green eyes almost boring a hole in the clipboard he was writing on. “Indeed, simulating control of stiffness is yielding a marked increase in proper function. We should’ve ditched the servomotors ages ago.” He replied.

The woman leaned forward, taking hold of a small microphone. She spoke into it as she pressed a button. “Good work, Gilman. You may put down the crate and doff. Testing has concluded.”

The man looked up from his clipboard. The room the two researchers were in featured large windows, which oversaw an expansive testing facility with a wide variety of obstacle courses, weight lifting devices, and many other pieces of equipment meant for testing and training one’s physical prowess. Front and center of this space, and the object of the researchers’ gazes, stood a man holding a large metal container out in front of him. His military-grade camo attire and crew cut identified him as a rather average, if a bit scrawny, soldier. What was out of the ordinary, however, was what he was wearing over his uniform.

A number of black leather straps criss-crossed tightly around his torso, with a number of panels and thin compartments containing a variety of complex sensors, valves, and generators running along his back. Extending out from a central spinal support and along his limbs to the very ends of his extremities were thin carbon fiber plates and joints, forming the frame of an exoskeleton. Most impressive, and unique, however, was the dizzying array of braided fiber covered artificial muscles, mimicking an anatomically correct muscular system.

Gilman nodded in response to the researchers, and casually turned to set down the hundreds of pounds he was carrying. The pneumatic systems across his body expanded and contracted with near-perfect accuracy. Assistant researchers moved to help extract him from the exosuit, and within minutes the experiment was cleaned up, the exosuit packed away.

The woman in the control room smiled contentedly, and swiveled her chair to address her companion, only to find him once again furiously scratching away with his pen. She frowned. “Nicholas, c’mon. We’re done for the day. I already input all the data from the tests.”

Nicholas managed to tear himself away from his notes, glancing at the woman with a somewhat wild look in his eye. “Don’t you see, Rita? We’ve finally completed the preliminary stages! We can start doing field tests! Get this out into the world, have the design see some action!”

Rita sighed and stood, then walked over to Nicholas and gently pulled down the clipboard. “Don’t get all mad doctor on me, Nick. I get that this is your project, and you’re excited to see it move forward after months of setbacks, but we need to take this one step at a time.”

Nicholas tensed up for a moment, then slumped his shoulders. “...I know. I know. You’re right. I just… I’m not looking forward to the bureaucracy of trying to get more tests approved. I want to show that we can get results.”

RIta smiled and patted his arm reassuringly. “Hey, we’ll figure it out. Always have in the past. I can try and see what I can do, make some calls.” She stretched. “I’m going to head out. I assume you’re fine closing up, Mr. Self-Proclaimed Clean Freak?”

Nicholas smiled in turn. “That’s Dr. Self-Proclaimed Clean Freak to you. Yeah, I’ll take care of it. Have a good night.”

Rita bid good night and left the control room, leaving Nicholas to tidy up. After switching off all the non-vital equipment, sanitizing all surfaces, and shutting off the lights, he locked the door behind him with a sigh. As much as he wanted to enjoy the pride of having finished testing the exosuit, he couldn’t help but think about the next stage. He turned to leave, muttering under his breath.

“If only we could convince the Colonel this project has potential…”

——————

“Colonel, sir! Delta 6 Special Forces Unit and Agent Duchess have just arrived on site! All reports show an overwhelming success.”

Colonel Barker looked up from the paperwork on his desk at the soldier who had just appeared in his doorway. A smile flashed across his face for just a moment before returning to its normal stoic state. Barker looked like he came from the pages of a history book. A middle-aged white man with a bushy white mustache and matching colored receding hair. The many medals pinned to lapel swayed as he rose to his feet, then rounded the desk to speak to the soldier face to face.

“Excellent. Ensure the target is properly detained. Tell Delta 6 debriefing is at 800 hours, sharp. I’ll meet with Agent Duchess immediately for debriefing. Have her sent to Room B3452.”

“Sir yes sir!”

Barker followed the soldier out the door, but turned and marched the opposite way. Delta 6 was the best special forces unit he had, but he knew they could wait. For them, the mission had been a simple in-and-out apprehension and extraction. Duchess, on the other hand, had dealt with a much more difficult mission. Spying on a criminal mastermind from the inside was no easy task.

Barker arrived at the designated meeting place, a code that Duchess would recognize as one of her personal prep rooms, where she would have access to all of her tools, as well as secure and private passage to her quarters. Barker tidied his uniform, then entered. To Barker’s amazement, though he didn’t show it, Duchess was already there.

She stood opposite the door, leaning on the low shelf across the back wall, brightly illuminated by a row of lights situated above a series of mirrors. She was absolutely stunning. Tall, slender, shapely, with straight, raven black hair that cascaded down and nearly seemed to meld into her black sheer dress. In comparison her flawless, light skin almost seemed to glow.

Barker, ever the professional, managed to tear his eyes from her body and look her in the face. She had high cheekbones, and her gaze was like ice. She had a dominating presence that blanketed the room, almost physically palpable. Barker figured she hadn’t had much of a chance to use it recently, and was a bit pent up.

Barker gave a quick salute. “Welcome back. Your performance on this mission has been exemplary. With the information you recovered, the target will most likely spend the rest of his crooked life behind bars. You’re done your country a great service, yet again.”

Duchess held her steely gaze for a moment. Then, with a release of tension, she returned the salute, then took a seat in a nearby chair with an exasperated sigh. “Thank you, Colonel. Let me tell you, being that bastard’s personal plaything for the past month has not been pleasant. Being a bottom is not my style.” She grumbled. “I need a vacation.”

Barker shifted uncomfortably. “Hm. Well. I’m not sure I catch your meaning, but-”

“I let him fuck me, Colonel.” Duchess interrupted, while rolling her eyes. “And I pretended to like it, too. I tell you, these rich assholes are all the same. Act submissive, they finish within minutes, and then they’re out cold while you can snoop around freely. Easy. Unpleasant, but easy.”

“Ah. Ahem. Er… I suppose that covers the debriefing, then.” Barker cleared his throat at least three more times before continuing. “That concludes the mission. You are dismissed.”

Duchess lit up. “Great. Guess that means I can take this off now, huh?”

Before Barker could respond, she turned in her chair, swiveling to face the desk along the wall. She took a small can out of a drawer, and quickly sprayed around her chest and neck. She set the can down, then raised her hands to just beneath her clavicle and began to scratch in an upwards motion with both her thumbs. After a few attempts, her nails caught something, an extremely thin flap of skin. She took hold of the flap, gently and methodically pulling it further and further upwards. Eventually, the flap had grown large enough to fit her hands under, which she did.

Barker watched silently with equal parts amusement and unease as Duchess worked her hands further under her skin, their outlines visible moving up her neck and jawline in the mirror. Her chin popped forward, separating from the face beneath. Next, her lips peeled away one after the other, scrunching up into her nose, which then also came loose with a snap and flopped to the side. She spent some time on the area around her eyes, delicately separating the paper-thin material that formed her eyelids. Her perfectly styled hair became tussled as her hands reached the crown of her skull. With a final yank and a dull sucking sound, Duchess pulled the intricate mask from herself, letting it flop onto the desk with a satisfying thwap.

Barker couldn’t help but stare at the newly revealed face in the mirror. A younger man with extremely pale skin and somewhat androgynous features. Pulling a sort of bald cap from his head, he freed his short and somewhat wavy dirty blonde hair, and upon taking out the colored contacts he wore, his bright hazel eyes peered into the mirror. Finally, he removed a pair of thin veneers from his teeth. The man spun back around to face Barker, and flashed a smile with his natural teeth. “Enjoy the show, Colonel?”

Barker replied with a grunt, gesturing toward his neck.

“Oh, right.” The man quipped, his voice still that of a woman’s. He undid the clasp of a thin, flesh-colored choker around his neck. He tested his voice as he tossed in onto the desk, the pitch lowering noticeably. He reached towards the top of his dress, the feminine body beneath now looking rather incongruent. Before he could disrobe, though, Barker caught his attention with a loud clearing of the throat.

“Ahem. Well, Agent Duke, I will be taking my leave. You will be contacted with the details of your next mission shortly.”

Duke frowned. “I was serious about wanting a vacation.”

“Harrumph! You are a covert operative, first and foremost. The mission takes precedence. Good day, Agent.”

Without waiting for a response Barker left the room without even so much as a look back, leaving Duke alone and indignant. He slumped back in the chair with an annoyed sigh. After stewing for a moment, he sought a distraction by opening another drawer of the desk, revealing an assortment of cell phones. He picked up a particularly nondescript one, which happened to be his own personal device. Turning it on, he idly waited for the startup sequence to finish. Once it did, he was surprised by a light pinging sound. Someone had sent him a message. “Oh?”

He read the message. As he did, his passive frown gradually became an excited grin. “Looks like I have a proposal to draft~.”

——————

Nicholas sat in his office, agitatedly filling out paperwork. It had been days and the exosuit project had stalled. There were no more tests that needed to be run, yet all the proposals he had sent through had yet to receive a positive response. As a high-ranking project director in the research and development department, he was well aware of the many other projects that were higher priority in the eyes of the real decision makers. Projects Nicholas dealt with professionally, but bereft of real passion. Suddenly, he was interrupted from his rumination by the crackle of his personal desk intercom, and the voice of his secretary. “Dr. Hauser, you have a… Visitor.”

Nicholas furrowed his brow. He wasn’t expecting anyone that evening. He pressed the response button. “Did they disclose the purpose of their visit?”

“She said something about having a ‘proposal’ you’d be interested in.”

Nicholas raised an eyebrow. Was it Rita? Why wouldn’t his secretary have said so then? And why did they sound so… Apprehensive about this visitor? Nicholas’s boredom and curiosity won out over his doubts. “Alright, send her in.”

Nicholas, unable to focus on his work, made do anxiously waiting for his mysterious guest to enter. Several minutes passed. Then a oolite knock came at the door. Before Nicholas could answer, though, it burst open. Nicholas, despite all the time he had to think, could not have possibly prepared himself for the figure who entered.

Striding into Nicholas’s office was an incredibly striking woman. She was tall and lithe, with a body that could make supermodels writhe with envy, further accentuated by the form-fitting red one-piece dress she was wearing. Matching high heels and a designer purse completed her ensemble. Her skin had a healthy bronze tan, and her hair was blonde and flowing. She fixated her large blue eyes on Nicholas and flashed a perfect smile. Her jawline was surprisingly hard, her face overall well defined. She quickly closed the door behind her and strode over to the desk, her hips swaying in a seductive, almost predatory manner.

Nicholas gawked at the display, desperately trying to hold back the blush rapidly spreading across his face. His resistance to such things was rather low. Despite his exasperation, though, he couldn’t quite shake the feeling that something was off. “Wha..? Who? I mean, uh… What business do you have here.. If I may inquire?” He managed to sputter.

The woman responded with a giggle. She placed her manicured hand on a nearby guest chair, but instead of taking it she continued moving forward, rounding the desk to stand at Nicholas’s side. He turned to face her, scooting away slightly in a defensive manner.

“Why hello, Dr. Hauser. My name is Ellen.” She replied in a sing-song tone. “I hear you’ve been oh-so stressed lately, with all your hard work. So I decided to stop by…” She leaned forward, placing a hand on the arm of Nicholas’s chair and flashing another dazzling smile. Nicholas gulped, doing his best to not let his eyes wander.

“I, uh. I didn’t know the department had, uh, such servi- um… Accommodations.” He stammered.

Ellen giggled again, leaning in even closer. “Oh no, it doesn’t. I happen to have a… Personal interest in you, Dr. Hauser.” She breathed.

Nicholas’s brain was on the verge of short-circuiting. So, the researcher did what he did best as a scientist; Search for a logical explanation. His mind raced, desperately trying to make connections even as the lips of the sexy woman in front of him drew closer and closer. Then, something clicked. He lifted his arms, gently but firmly taking Ellen by the shoulders and pushing her away. He took a deep breath, then fixed her with a hard glare. She blinked back with surprise.

“Delta 6 returned from their mission three days ago.”

“Oh? What might that be?”

“My name isn’t public information.”

She gave a cute, confused grin. “You don’t think I work here?”

“I don’t recall R&D, or any other department for that matter, having anyone who looks like you. And if they did, I highly doubt such a beautiful woman would go after a guy like me.” Ellen cocked an eyebrow. Nicholas gave an embarrassed cough and continued. “You’re Agent Duke, aren’t you?”

Ellen stood still for a moment, then sighed and straightened up. She turned and walked back around the desk. “I’m not sure what’s more depressing. The fact that you’d think so low of yourself…” She flopped down into the guest chair, crossing her arms and legs. “...Or the fact that you’re right. Hello, Nick. How ya been?”

Nicholas groaned. Very few people knew about the existence of the individual known as Agent Duchess. Even fewer knew that Agent Duchess was, in fact, Agent Duke. Further, Nicholas was one of the rare individuals who had ever interacted with Duke on a personal level. Duke would claim the two were friends. Nicholas did not have the same opinion of the fickle agent.

Nicholas viewed their relationships as purely professional. He had been the co-director under Rita on the project that produced the method for mixing different polymers with differing properties to achieve a product that could effectively mimic all the types of flesh one might find on a human body. The details of how that material was then shaped into an identity like the one sitting before him was beyond him, however.

“Not great. My main project has stalled out. The last thing I need right now is another distraction. What do you want? Just here to be a bother, Duke?”

“Ellen.” The woman before him pouted.

“Fine. Ellen.” He rolled his eyes.

Ellen smiled. A serious smile, though still somewhat mischievous. “I got a message from Rita. I’d like to help you get your exosuit tested in the field.”

Nicholas sat up. Her proposal seemed to have piqued his interest. Ellen continued. “You see, I’m tired of playing the same roles over and over. Mistresses, consorts, the like. I want to have a strong identity. A powerful one.” She gestured to herself. “So I made this ‘Ellen’ identity, but this isn’t the body I want for her. I want to be built. Jacked. The face is there, though.”

Nicholas studied her visage again. That explained why it seemed oddly chiseled. “So what? Can’t you make any identity you could possibly want? You could easily make yourself look muscular. I’m well aware of what that material can do.”

She shook her head. “I could match the form for sure, but I wouldn’t have the function. If I’m gonna be some bodybuilder or the like, I’m gonna go to the gym. Do some running. Do some… Other intense physical activity. I need the strength to match the look.”

He eyed her suspiciously. “You don’t mean…”

She grinned a wicked grin, spreading her arms in a showy manner. “I’d like to wear the exosuit and layer a skinsuit over it.”

The cogs turned in Nicholas’s mind for a moment. Then he scowled, slamming a hand on the table. “Absolutely not! This project isn’t for some… Power fantasy! Your sexual desires! It’s for official use only!”

Ellen rolled her eyes. “Calm down, Nick. I’m well aware.” She reached into her purse and produced a sealed manila envelope. She tossed it onto the desk. Nicholas eyed it suspiciously for a moment, before taking it, opening it, and scanning the contents. It was an official approval for an experiment, signed by Colonel Barker. Nicholas stared back at Ellen incredulously. She smiled.

“You see, I had a talk with the Colonel. He’s such a stereotypical man of action, y’know? He doesn’t care about your lab results, he went on about how work in a controlled environment won’t tell the full story. ‘Soldiers in the field move erratically, unpredictably,’ he said. ‘That's what he should have been testing,’ he said. I managed to convince the Colonel I could deliver. And I will. I’ll be enjoying myself, for sure, but also diligently collecting data. I’m a girl who likes to help a buddy out.”

Nicholas looked back and forth between Ellen and the paperwork. It was as she said, spelled out in black and white.

Ellen beamed triumphantly. “So, whaddaya say, partner?”

——————

Nicholas and Ellen stood in a small, brightly lit room, lockers lining the walls. The two had their full attention on the object laying across a large bench. The exosuit was fully unfurled, its many pneumatic artificial muscles on full display. “Wow.” Ellen commented idly.

Nicholas grunted. “Indeed. It took many prototypes to get where we are. I’ll show you how to don and doff it, so you can maintain it in the field. I know it was all described in the manual I gave you, but I’ll also go over what areas need to be breathable, to be sure. We’ll worry about what you need later.” He glanced over at Ellen, who once again was wearing her red dress. “...I was under the impression I would be helping Duke into this.”

She shrugged. “This will give me a more convenient form to model over.”

“...Right. Well, once you’ve got your uniform ready, we can strap you in.”

Ellen’s response was accompanied by the sound of cloth hitting the floor. “Done.”

Nicholas knew in the back of his mind what he’d see when he turned back to look at Ellen, but he was shocked nonetheless. She had let her dress fall to the ground, and was standing almost completely in the nude. Despite her earlier insistence that she was in just a temporary body, not the one meant for her identity, she seemed to have spared no expense when crafting it.

Her whole body was expertly made to perfectly simulate real skin, with tiny, meticulously placed hairs and freckles. Her curves were fully on display. Her breasts were large and well-shaped, with utterly realistic nipples and areolas. They swayed and jiggled realistically as well, which Nicholas got to see as she kicked her heels off to the side. This action also allowed him to view the smooth-shaven, pubic mound and vaginal folds between her legs. He nearly choked in pure surprise, and had to beat back arousal as Ellen turned to him in response, a devilishly innocent look on her face.

“Wha- What are you… Here?!”

“I’m not gonna be wearing some uniform.” She laughed. “Having layers of cloth would complicate the application of the outer skinsuit. If possible, it should be in direct contact with me wherever possible. Pants would be… Especially problematic.”

Nicholas did his best to avert his gaze. “You need a suit to prevent chafing-”

“Already taken care of. Forgot who you were talking to?”

“Er… Won’t the straps damage the… Skin?”

Ellen shrugged. “Trust me, my identities are all anatomically correct for a reason. This isn't the first time I’ve been… ‘strapped in’ to something. I can handle it.”

Nicholas relented. “...Fine.” He quickly rounded the bench, coming to a stop opposite Ellen, with the exosuit between them. He took it by the back and effectively sat it up. He adjusted several knobs and the mechanisms of the exosuit whirred to life. With a couple presses and turns the thin plates that made up the spine of the exoskeleton went rigid.

He rounded the bench again and went through the process of opening up the exosuit’s arms and legs for entry. He did the left side, then had Ellen do the right. It took all he had to ignore the buxom woman leaning forward next to him and focus on making sure she performed the steps right, which she did flawlessly. She then turned and stepped back into the exosuit. Once again Nicholas demonstrated, though as he approached the straps securing the area around Ellen’s crotch and hips, his hands were shaking so badly Ellen had to take over.

“This buckle goes here, right?” She asked playfully, waiting for him to look.

“...Yes…” Nicholas squeaked out.

His discomfort continued as they moved to properly harness her torso. Straps were placed laterally across her upper stomach, diagonally across the chest, and around the shoulders. Nicholas was practically sweating as Ellen looked down at herself in amusement, absentmindedly tracing the area where the straps pressed against her breasts and accentuated them with her fingers.

“Y’know, when I subtly likened this to a bondage harness before, I didn't expect to be so right. This is really something.” She looked at Nicholas. “Don’t get a lot of women in R&D, huh?”

Nicholas used the indignation to push down his embarrassment. “Rita’s the co-director of this project.” He scoffed.

Ellen shrugged as best she could. “Should probably look into diversifying your testers. Help me with the arms at least, will you?”

Nicholas managed to get the left arm all closed up, then rounded the bench once again as Ellen did the right side. Nicolas managed to glean some amusement from watching her struggle, the pneumatic muscles currently just weighing her down. Once she was finished. Nicholas did one last check. Satisfied, he engaged the exosuit’s active state. Immediately, in conjunction with the spine relaxing, the arms, legs, and torso of the exosuit all clamped down as air was blasted through the system and everything contracted for a moment. A beat passed, and Ellen tried raising her arm. It shot up, and she gasped in surprise. “Woah…”

“Easy there, you’re now equipped with several times your normal strength.” Nicholas guided Ellen as she cautiously moved her fingers, wrists, arms, and torso, stretching and swinging in various ways. She kicked her legs and rolled her feet for several minutes before slowly standing. She took a few tentative steps. Despite a slightly rocky start, the disguised Agent Duke soon showed what the best chameleon in the business was capable of. Ellen’s movements quickly became more and more natural.

Nicholas, no longer giving constant pointers, turned away in exasperation as he realized that now, with the exosuit fully on, pretty much the only parts of Ellen’s body below the neck that were fully visible were her breasts, navel, and crotch. A fact that became even more evident as Ellen took gradually larger strides and more dynamic movements.

“Alright alright.” Nicholas waved his arms to grab Ellen’s attention. “Fun’s over. Before you go anywhere with that, you’re being run through a full orientation. By the time the day’s through, you’ll know exactly what that suit is capable of. Real muscles heal. These break if you push it. Not to mention how easy it’ll be for you to break other things. We’ll make adjustments to the fit as we go, and then we’ll take all the measurements you need afterwards.”

Ellen strode over. With the added bulk of the exosuit, she practically towered over Nicholas despite the negligible height difference. She leaned forward, grinning at Nicholas’s newly spreading blush.

“I’m all yours, Doctor~.”

——————

“This is all your work?”

Nicholas looked down incredulously at the conspicuous mound of fleshy material within the carrying container. In the days after the initial orientation, Agent Duke had taken copious amounts of measurements. Whenever he wasn’t practicing, he essentially vanished into his quarters. He had crafted the skinsuit for Ellen’s true form himself. Though it was folded, Nicholas could already see the immense detail put into the false skin. Tiny hairs, freckles, and imperfections, scars and calluses. Even from a distance he could tell that the skinsuit was made to simulate a muscular figure by the mere texturing.

“Yup. My largest project yet. And not to brag, but it may be my best.” The woman known as Ellen replied from down the room, closing the final clasp on her arm. She had become an expert and donning and doffing the exosuit. She reached behind her back and engaged it, then confidently stood and strode over to the container. She flashed a smile at Nicolas as he stepped back sheepishly, then took hold of the material.

“Time to make some history.” Ellen lifted the skinsuit from the container, allowing it to unfurl to its full length. Nicholas’s breath caught. The muscles adoring the husk were immediately recognizable, and downright Amazonian in definition and proportion, even despite being deflated and somewhat floppy. Additionally, the hollow breasts hanging from the skin’s chest remained large, even slightly larger than the ones Ellen boasted. Of course, they were just as perfectly detailed. Nicholas couldn’t resist letting his eyes wander downward, and he noted with great embarrassment that the skinsuit’s mound was significantly hairier than Ellen’s current one. She seemed to be soaking it in as well, somewhat giddy with anticipation. A silent resolution was made, and she flipped the suit around.

Ellen took hold of the skin by the back of the neck hole, and carefully began pulling towards and away from herself. After a moment the material seemed to split, a strip of overlapping material peeling apart all the way down to just above the buttocks. Satisfied, she stepped into the skinsuit. Her leg filled the skin, stretching the material outwards. Her toes slotted into those of the skin one by one, then her heel caught. She smoothed out her calves and thighs, matching up the definition on the skin with the false muscles underneath. After the other leg she carefully aligned and inserted the crotch, pulling it and the sculpted behind of the skin tight against her.

Ellen effortlessly hefted the rest of the skinsuit by the sides, positioning it so that she could smoothly slide her right arm inside. Pulling the skin taught, she flexed her fingers. Her forearm rippled with the proper motion. After mirroring the process with her left arm, she performed a number of flexes, ensuring everything bulged and contracted believably. She then pressed the skin’s chest against her own, making sure her breasts properly slotted into the right place.

Ellen ran her hands down her waist, ensuring each ab was properly settled. She reached back, with some effort in her muscle-bound state, and took hold of the seam along her back. Overlapping it once again, she pressed it together all the way up to the nape of her neck. The skin fully tightened around her. She expertly prodded with her hands all over her new body, aligning and smoothing each and every inch of her toned physique. Finally, she strode back to the container and pulled out a small tin. She dipped a finger in and then ran it along her back and neck, securing the seams. She turned to Nicholas, standing with the confidence only a woman like her could muster.

Nicholas was flabbergasted. For a moment he could ignore the naked bombshell bodybuilder before him and was purely stunned by the flawlessness of the transformation. He had harbored doubts, but as Ellen began to turn and strike various poses, he could find no fault in how the skin responded to the pneumatics beneath. He was broken from his stupor by the sound of Ellen’s shocked voice.

“I’m… Me.”

“Huh?” Nicholas responded. A blush began to creep back into his cheeks, the moment now over.

“I… The previous Ellen told you, this was always how I imagined this identity to be. Standing in it, finally complete, I’m just finally feeling it. The sense of… transformation. Being… Here.”

“Isn’t this… Something you do a lot?” Nicholas asked. “New identities?”

Ellen gave a slow shake of the head. “It’s always a rush, but usually I have everything figured out, and I can practice a persona in conjunction with the look. This is the first time there’s been such a gap between the two.” She gave a frustrated grunt. “I’m finally Ellen, but still not Ellen, you get me?”

“...Right.” Nicholas replied, not getting it. “Well… I’d like to run some more tests, make sure everything’s working with the skinsuit on. You can join me once you’ve… Gotten into character or whatever. And put something on.”

“Hm.” Ellen mused. “I’m... Still not 100% sure what I want my ‘character’ to be.”

Nicholas shrugged, turning away. “I don’t know. Like a jock? A meathead? Not really my area of expertise. Look, just meet me outside.”

“That could work.”

“Huh?” Nicolas turned in surprise to the sound of approaching footsteps, Ellen having come right up to him. He yelped and tried to back away in surprise, but was caught against the wall.

“Guess you fuckin’ eggheads really do know your stuff, eh?” She sneered.

“What are…”

She grabbed him by the collar and lifted him off the ground, lightly slamming him into a nearby locker. She pinned him there, and he hung uselessly in her iron grip. Nicholas balked at the sudden shift in demeanor, watching her settle into the role. She glared at him with disdain. “Guess a nerd like you don’t really get any action, right? Had t’ resort t’ peeping on one ‘a yer operatives in th’ fuckin’ locker room?”

“I… I’d never…” He gasped.

“Oh yeah? Don’t think I didn’t notice all th’ times you’d ogle me, all up and down.”

Nicholas couldn’t come up with a retort.

“Y’know, I think… ” Ellen leaned in, pressing her chest into Nicholas’s while keeping him pinned by the collar. “Little twerps like you, need to be taught a fuckin’ lesson.”

Nicholas managed an exasperated squeak.

Ellen gave a hungry look, then backed away from the locker. She carried Nicholas over to the bench and tossed him onto it, then quickly straddled his legs. She took hold of his wrists with one hand and held him there. She breathed heavily as he squirmed.

“Howzabout I give ya the first workout of your life…” She moved her free hand down towards the erection growing in Nicholas’s pants. “... ‘Less you think ya can’t handle me?”

Nicholas blinked at Ellen, then slowly shook his head. She lurched forwards, slamming her hand down on the bench behind his head. “Ya sure? Gonna pass up having your fuckin’ word rocked?” She chuckled.

Nicholas took a shaky breath. “...I’m sure. You’re… Not my type.”

A moment passed before Ellen released Nicholas and stepped off of him and the bench. She took him by the back of his collar and stood him up, then tousled his hair. “Ah, just as well!” Ellen barked out a laugh. “A twig like you wouldn't’ve been much fun anyhow! Sorry for bein’ rough with your poor, frail self!”

She strode over to the container once again, and pulled out some workout clothes, a matching light blue top and bottom. “Meet ya outside!” She smacked his shoulder as she passed.

Nicholas followed Ellen with his gaze as she left, dumbstruck by the whole encounter. He sat back down on the bench and took an exasperated breath. He was glad he could help Ellen get into character. He wasn’t thrilled that he’d have to spend the next few hours with what appeared to be a domineering, meat-headed powerhouse. He muttered to himself as he retrieved his clipboard and followed.

“She better get me some good fucking data…”

——————

It was a normal day at the gym. A tall, chiseled, muscular man with a tanned complexion and auburn hair grunted and he completed his last set of squats, setting his barbell on the rack with a clatter.

“Hell yeah Tony! Was that a new max?” One of the other gym bros yelled over.

“Not quite, gonna hit that tomorrow!” He replied with a confident grin. “You better start working your ass off if you wanna stay on top of the leaderboard!”

As Tony began to re-rack his weights, taking them off the bar two at a time, he scanned the gym and noticed a new face. A muscular woman with bronze skin and blonde hair wearing a light blue top and bottom ensemble, who also looked like she just walked out of a Playboy magazine, was setting up a bench press. He watched with increasing curiosity as she piled on about 250 pounds total before getting under the bar.

His curiosity turned to intrigue as she slammed out ten reps without seeming to break a sweat. She sat up and retrieved what appeared to be a workout journal, which she wrote in with seemingly great detail. Tony glanced around. He wasn’t the only one to notice the ten out of ten babe who just put herself on the top ten of the bench press leaderboard. Before another guy could take the opportunity, Tony seized it.

“Hey there.”

The woman looked up from her journal, smiling at Tony as he approached. “Hey there yourself. Can I help ya?” She replied.

Tony returned a dazzling smile of his own. “That seemed pretty easy for you. I assume that was just a warm up.”

She shrugged nonchalantly. ”Yeah, gonna put some more on.”

“Then maybe I can be the one to help you. Need a spot?” He offered.

The woman smiled again. Tony caught the playful look in her eye. “Heh. Sure thing, casanova. M’name’s Ellen. Howzabout you?”

“Tony.” He beamed.

“Well, Tony.” Ellen purred. “Be a dear and add fifty while I lay down.”

——————

Tony laid back on the edge of the hotel bed. He and Ellen had hit it off incredibly well. Of course, that was all by design. As Ellen let her top fall to the floor, she hungrily eyed the massive tent rising in Tony’s pants. She had been looking forward to this for weeks. A chance to finally cut loose. Tony had everything she was looking for in a man. Resilience. A huge cock. A few other suspected… Qualifications. As she crawled onto the bed, it creaked in protest at the combined weight of the two bodybuilders.

Tony reached out and cupped the front of her breasts, and she moaned in response. She continued forward to press her lips into his. The two made out as Tony massaged Ellen’s chest, moving his hands in a circular motion. With a growl she pulled away, grasping at her shorts and tearing them off before tossing the scraps to the side. Tony glanced at them as they fell to the floor, then back to Ellen, letting his gaze lower.

“...What are you gonna wear out?” He asked coyly.

Ellen rolled her eyes. “Ah, shit. Well, I got a spare.” She slithered down and back, taking off Tony’s shorts and sliding them off his legs as she went to the floor. She was left kneeling there, Tony’s massive member in front of her face. She wasted no time in pleasuring it, teasing up and down with her lips and tongue. Tony shuddered in ecstasy, her delicate technique unlike anything he had experienced. Just when he couldn’t take much more, she pulled away and moved across the room to her bag. She reached in and retrieved a pair of shorts identical to the destroyed pair. “See?” She huffed. “Always come prepared.”

Tony started to sit up. “Uh… That’s great and all, but…”

“Shhhh…” Ellen chided. “Just lean back and relax, I’ll take care of ya.”

Tony obliged as she returned to the bed, dropping the shorts to the side. She pushed him farther back, easing his arms upwards before planting another kiss. Then, Tony heard a small click.

“Huh?” He broke away and stared up at his hands, now cuffed to the headboard. The cuffs looked like the genuine article, but a soft felt lining on the inside gave them away for what they were. He looked back at Ellen, a devilish grin on her face.

“I know your type.” She crooned. “I bet yer used to being on top, huh? Tired of it, even. Well, big boy…” She jangled the cuffs. “Deep down, you’re looking for someone who can make ya squeal like the insecure bottom you are. Whattaya say? Care to ‘spot’ me?”

The cogs turned in Tony’s brain. Ellen could see him process the proposition, see him think back over his past experiences. There was a reason he always wanted his gym mates to get better… To beat his records. Something awakened. The erection beneath Ellen’s ass grew larger. Tony gave a slow, tenuous nod, and Ellen’s grin widened. He truly had everything she was looking for in a man.

“Good~.” Ellen laid down next to Tony, taking a reclined position next to him. She coiled one arm around his back, using it to pull him into another deep kiss. Her other arm traced its way down Tony’s toned body, outlining his pecs and abs before hovering around his hips. He squirmed as she went.

Ellen released Tony from the kiss, leaving him panting. She didn’t give him much time to rest, however, as she took hold of his stiff member and began to pump vigorously. In sharp contrast to her earlier ministrations, she was rough with him, the callused nature of her strong hands rubbing hard against him emphasizing that fact.

“Ahh! Fuck…” Tony groaned, catching himself off guard by how he twitched in response to the treatment. Ellen leaned forward and began to nibble and kiss along his neck, leaving a number of hickeys along his straining muscles. She mirrored each one with an adjustment of pressure as she continued to stroke Tony. “Ah…” He gasped. “I’m… I’m… Ahhh!”

“Enjoyin’ yourself, huh?” Ellen teased. “Howzabout you make use of that yap of yours?” She shifted, pressing her breasts into Tony’s face. He struggled for a moment, partially smothered by the large mounds. Ellen shifted again, this time situating herself such that her nipples bobbed tantalizingly in front of Tony’s mouth.

Tony took the cue, jutting his head forward and hungrily taking Ellen’s tit in his mouth. She gave a small hum as he dug in, sucking a swirling his tongue around her areola. Ellen watched with glee. She couldn’t actually feel Tony’s advances, of course. The pressure of his movements barely transferred through the multiple layers that made up her form. Something she’s have to look into later, she noted. Regardless, the sight of Tony obediently lapping at her excited Ellen to no end. A pressure began to build deep beneath her lower fold.

“Ah!” Tony moaned again, breaking away from Ellen’s chest and snapping her out of the moment. She had unconsciously been pumping harder and harder, and Tony seemed to have reached his limit. “It’s… Coming!”

With a speed betraying her large form, Ellen changed her grip, clamping down hard on the base of Tony’s member. He yelped as the release was prevented. Ellen sat up, then leaned forward menacingly. “Oh no. No no no. I’m the one who gets to decide when you finish. Got it?”

Tony swallowed sheepishly and nodded. “Y… Yes…”

“Good!” Ellen released him, swinging around and standing up from the bed. Tony was treated to a view of her tight rear as she bent over, her labia visible past her honed glutes. She picked something up from where she had dropped her shorts earlier, then stood and turned back to Tony, presenting the object.

It was a ballgag. Tony stared transfixed as Ellen showed it off, like she was displaying a prize from a game show. “Y’know, we’re gonna need t’ keep that mouth of yours busy somehow…”

Tony continued to stare. “...Yeah. That’s… true.”

“Excellent.” Ellen brought the gag forward, strapping it around Tony’s head. She stepped back, admiring her work. “Howzit feel?”

Tony gave a neutral grunt. Ellen smiled. “Glad to hear it.” She sauntered around to the foot of the bed, then climbed on between Tony’s legs. His member strained at full mast as she lowered herself, sensually running her hands along his hips and down his legs. There were two more small clicks. Tony blinked in surprise. He tried to move, and found his feet cuffed as well.

Ellen giggled as she returned, sliding back up to Tony’s crotch. “We wouldn’t want ya goin’ anywhere, right?” This time, his grunt was more enthused. Ellen laughed. “Of course! You wouldn’t wanna miss… This.”

She cupped both her breasts and sandwiched Tony’s cock between them. Immediately his hips bucked slightly at the sensation, the softness enveloping him. So different from how she was handling him earlier. She glanced hungrily downwards at the tip that managed to poke through despite her generous cup size, slick with pre-cum. She had hit the jackpot in terms of size, she privately celebrated.

Ellen rubbed up and down, paying careful attention to the way Tony twisted and shook. Each time he seemed like he was going to burst, she would back off, then press in on him at a different angle. As she edged him on, watching the way he desperately looked at her, seeing the drool drip from the corner of his mouth, the pressure in Ellen’s crotch continued to grow.

With a grunt, she moved one of her hands downward, jamming her fingers inside her pussy. While the sight of Ellen seemingly pleasuring herself excited Tony, Ellen couldn’t help but be frustrated. The outer skinsuit had needed a rather extensive vaginal cavity to reach the inner skinsuit past her artificial muscles. She needed something bigger, something that could penetrate deeper. Deeper, to the Agent’s own throbbing member buried within.

Just then, with Ellen’s attention split, Tony reached climax. With a muffled wail he finally burst, catching Ellen by surprise as her face and chest were splatted by streaks of white. Tony bucked, one, twice, three times before collapsing back on the bad. Ellen blinked, staring down at the mess before her. And the answer to her conundrum. She stifled a grin, and hardened her expression.

“HEY!” She snarled and leapt up into the bed, eliciting a yelp from Tony as her large frame smashed into the mattress next to his softening cock. “Who told you you could cum?! HUH?” She straddled Tony, drinking in the shock and arousal in his eyes. She held her glare for a moment, then leaned in. She spoke, her words dripping with menace. “Bad boys who can’t listen need t’ be punished.” With that, she swung herself off the bed.

Tony watched with equal parts trepidation and anticipation as Ellen made her way back to her bag. She reached in. After making sure Tony wasn’t at an angle where he could see, she applied a copious amount of lube to her folds. An internal reserve hadn't been a feature she had had time to implement into this identity, not with the exosuit as an unknown. External application would have to do.

She spun back to face Tony, then slowly stalked towards him. When she reached the foot of the bed, she lifted another item. A bright red condom. If not for the gag already within his mouth, Tony’s jaw would have hung open. Ellen growled. “Imma fuck you ‘till you’re dry.” She gave Tony’s still partially flaccid dick a light but forceful slap.

With that, he was back to being erect. Ellen opened the condom, then expertly placed it on Tony’s penis. She rolled it down over his entire length, admiring how the material stretched and squeezed him. Once his entire shaft was covered, she playfully tugged at the condom’s ringed opening, letting it snap back in place and eliciting a jolt from Tony. She straddled him once again, lifting herself onto her knees above him. “Heh. Lookit you. Good stamina. And now every single extremity’s all accounted for…”

“Ready?” Ellen asked. Tony tore his eyes away from her dripping pussy and met her gaze. He nodded. Without a moment to lose, Ellen lowered herself onto Tony’s cock, gasping in pleasure. She began to buck up and down. If not for Tony’s physical fitness, the vigor with which Ellen moved with the strength of the exosuit would have been dangerous. Instead, he fell into the rhythm, driving his hips up and down in turn. After just a few thrusts, the two had worked Tony’s dick all the way into Ellen’s inner folds.

Ellen could feel Tony fill her up. His massive member pierced through the outer skinsuit’s cavities, reaching where it connected to vagina of the inner skinsuit and beyond. Ellen moaned with pleasure as Tony’s tip pressed hard against where Agent Duke’s own cock was concealed. Ellen rode Tony harder and harder, and soon the twos’ guttural, primal grunts filled the room.

Tony’s grunts began to change in their pitch, and Ellen could see him straining. It was obvious what was happening. She fell forward, embracing him, pressing their bodies together. She breathed into his ear. “You may cum.”

That Tony did. Once again he spasmed, rocking the bed amid waves of pleasure. Ellen let out a yell as she felt Tony’s orgasm deep inside her. She came as well, the power of the exosuit amplifying her own spasms as her crotch became filled, in more ways than one.

The two lay there, panting from exertion for a few moments. Ellen recovered first, rising back to a sitting position. She carefully lifted herself off of Tony’s cock, watching in amusement as the cum-filled condom flopped to the side. She quickly removed it before Tony’s erection could fully fade, and tied off the end. She scooted off the bed, tossing the used condom into a nearby trash bin. She maneuvered over to the head of the bed and knelt down, giving Tony a gentle kiss on the cheek. She gingerly removed the ballgag, letting Tony gasp for air. “How was it?” She asked softly.

“It was… Amazing.” Tony breathed. “...You?”

Ellen smiled. “Fuckin’ wonderful.” Her expression hardened. “Don’t forget, though.”

Tony blinked in confusion. “Forget what?”

Ellen sighed and stood, walking back to her bag. Tony saw her squat down, then stand. When she turned, he breath caught. She was holding a number of other implements, toys, and straps. The variety alone caused his heart to pound even harder than it had been. Ellen returned to the bed and replied in a mischievous tone. “I said I’d fuck. You. Dry. Howzabout a second set?”

Tony thought for a moment, then did his best to give a nonchalant shrug. “I could do a few more… Reps.”

Ellen brimmed with excitement. This was the best vacation she could’ve ever asked for.

——————

Tony awoke to the sound of a pen moving against paper. He tried to sit up in bed, but the soreness that permeated his body didn’t let him. Ellen had given him an extremely long, active night. Tony settled on rolling over instead. He saw Ellen sitting on the edge of the bed, scribbling in her workout journal.

Ellen diligently recounted the events of the night within the journal’s pages. She giggled, thinking about what Nicholas’s face would look like once he started sifting through all the “data” she had collected. Tony noticed her levity.

“What’re… You writing about?” He asked groggily.

Ellen looked back at him and smiled a warm, satisfied smile. ”What can I say, hon?” She winked.

“Ya gave me a workout.”