I do not own RWBY! Also lemon warning.

"Come on Fearless Leader you can do it!" Nora cries out while she holds Jaune's feet down as the blonde boy tries to go through what had to be his thousandth sit up. He honestly lost count the number of times she had made him do them and right now his stomach was hurting. Heck, his entire body was aching and sore from the sheer amount of exercises that Nora had been putting him through since they had first started. All Jaune had wanted was to be stronger and do better in classes so that he wouldn't feel like a failure in his classes. He had already started to work on his technique with Pyrrha while Ren had been teaching him Aura control and a few subjects. However, Nora didn't want to be left out and took it upon herself to help get Jaune into shape and had started Jaune on a workout regime designed by herself.

That should have been Jaune's first warning that what he was about to go through would be hell. The first thing they do each workout was strap Jaune down with fifty pounds of weight before he got on the treadmill and had to run for an hour straight. Then after that, it was non stop moving around the gym using every piece of equipment until he had to be carried back to the room where he laid on the bed dying in pain. It has been nearly a month since it has all started and Jaune still felt like he wasn't getting anywhere since he again couldn't walk himself back to his bed.

"And done!" Nora exclaims with a smile as Jaune finishes the last sit up and flops on the ground with a sigh of relief. The blonde looks up at the ceiling as he fought to catch his breath and try to stop the pain in his body from spreading. "Alright now onto the-"

"Nora, is this even working?" Jaune interrupts her as he finally looks at his fellow teammate. Jaune had been wondering for a while now if the workout was really causing a change in him, but it seems like he wasn't gaining anywhere. "I mean I can't even move after these workouts still!"

Nora looks at him with a frown on her face before she lifts her leader off the ground and leads him towards a wall mirror and stood him in front of it. Nora fishes for her scroll out of her bag before showing Jaune a picture she had took of him in the same spot he stood now looking in the mirror. "Jaune this is what you look like when we first started. Now look at yourself and tell me if you can't spot any difference."

Jaune at first thought she was trying to be nice but as he looks between himself in the picture and his own reflection he begins to notices the differences. The shirt he wore was already coated in sweat and was basically stuck to his body revealing that he had already a hint of abs as well as a muscular chest. It wasn't the only thing that was more muscular as his arms and legs also were more substantial due to the muscles he had built up in them as well. "Why hadn't I notice till now?" Jaune asks in disbelief as he checks himself out in the mirror.

"Well, Renny probably wouldn't be looking at your body all too much while Pyrrha probably has been telling you that your strength had an increase in your two sparing, but you didn't notice. She has always tried to be encouraging and tries to be nice, so you probably thought it was all she was doing." Nora explains with a smile as she stands beside him in the mirror looking at him.

"What about my clothes?"

"Well, you always do prefer wearing loose items of clothing. The only one that is fitted to your body is your uniform, and I am pretty sure Beacon's secret seamstress society is always at work adjusting our uniforms. I mean my breast grew since coming here, and I didn't even need to request to get my uniform altered!" Nora exclaims as she jumps and causes her breast to jiggle in the mirror. Jaune's face instantly becomes red at sight and quickly turn away from the mirror. Nora noticed Jaune's blush before he couldn't turn around and the orange hair girl grins at that and instantly wraps an arm around Jaune's neck and pulling his head down to be trapped in her arms and pressed against her breast.

"What's wrong Jaune? Never seen a girl's breast bounce?" She asks teasingly while Jaune struggles to get out from her grip. Jaune might have gotten stronger, but he still was no match for Nora's strength as she kept him in place. The blonde leader knew he shouldn't be enjoying himself but hormones have a way of screwing with people his age, and he had begun to enjoy himself.

"Nora, please stop this! My face is pressing right up against them!" Jaune tries to explain to get out of it. Nora's arm lets go of Jaune and let out a sigh of relief as he stood up, but the sigh quickly turns into a shriek of fear as Nora leaped at him. Her legs wrapped around his stomach while her arms went around his head as she buries his head in her breast.

"Now your face is right up against them!" She exclaimed as she hangs on tight while he stumbles around with his vision blocked by Nora's breast. Jaune tries to push her off but couldn't pry her arms or legs off him and if he tried to speak his voice was muffled between her breast. "That tickles!"

Jaune couldn't believe Nora was enjoying this and eventually, he walks backward and trips over one of the mats in the room and falls back on it with Nora letting out a yippie. The blonde teen landed on his back with a gasp while Nora finally letting go of him and sitting on his lap. "That was so fun! Let's do it again!"

Jaune lay there still confused and dazed from his experience not caring that Nora was now straddling him. Eventually, he did realize where Nora was sitting as she sat down on his lap and she let out a gasp as she felt something poking her. Jaune's eyes open wide at the realization as he quickly sat up and looks Nora in her eyes which had widened in surprise at the sensation. "It's just my scroll!" He supplies hoping that she would believe him.

"You know you shouldn't lie Jaune. Your scroll is in your gym bag. I made you put it there!" Nora said as she reaches behind her to feel what exactly was poking her in the ass. As her hands press against the object in Jaune's shorts, the teen let out a gasp and shudders a little while Nora gasps in surprise as well. She looks down at her team leader in shock as her hand stayed on the shaft that was tenting his shorts and pressing against her ass.

Jaune's face was pure red in embarrassment as he tries to explain himself, "I'm sorry Nora! It was just that you had my head between your breasts and you know hormones and-mphf!"

The rest of Jaune's sentence was cut off as Nora smashes her lips against Jaune's lips in a heated and passionate kiss. Jaune's body froze as he felt her soft lips against his own and couldn't think what he should do and submitted to Nora's assault. Eventually, though the kiss broke off and Jaune was able to catch his breath but was interrupted as his shirt was pushed up along his chest revealing the glistening sweat body. Nora let out a moan of lust as she looks down upon his body.

"Mmm I have to admit I had a couple wet dreams whenever I got to see this chest bare," Nora mutters softly as her hands run along chest and abs causing Jaune to shiver in pleasure.

Jaune's mind was still trying to catch up with everything he was feeling, but his body was reacting to Nora's actions. His hands start to push her off of him, but there was no strength behind his shove as he finally finds the words he wanted to say, "N-n-nora you need to stop this! We shouldn't be doing something like this!"

"Oh hush Jaune, you might say one thing, but your body is saying something much different," she replies with a smirk as her hand resumes stroking his member still tenting against his shorts. The length she was feeling tenting against her hand was quite impressive, and she so dearly wanted to see it. Nora sat back on Jaune's legs making sure he wouldn't try to squirm away as her fingers hook into the gym shorts he wore. With one quick yank, she yanked them down along with his underwear and the shaft springs free and caused Nora to gasp once more.

Jaune's member stood tall in the light of the gym, and it was quite impressive to Nora. Jaune's hand reached down to cover himself, but it was hard to do so while the member stood tall. "Nora! Look away!"

"Mmm me likely," Nora moans out as she takes hold of Jaune's wrists and holds them away as she runs her tongue up along the length of the member sending shivers of pleasure throughout his body. A soft moan escaped from Jaune's lips as his arms relaxed once more. Nora smirks up at him and then kisses the head of his cock before taking it between her lips and sucking on it. The taste of him was so intoxicating for Nora that it tasted better then any pancake she has ever had.

Nora's lips sealed tightly around Jaune's member and begin to bob up and down along his length while her tongue caresses the underside. Each bob of her head it elicits a moan from Jaune's lips as his fingers claw at the floor mat below him. The pleasure he was feeling was driving Jaune mad with, and his earlier protesting was already a distant memory in his mind. "Oh Oum Nora! This… This is feeling so good!"

"Mmm glad you finally see it my way. Now how about we make things better?" Nora questions with a smirk as she sits up once more and pulls the top she was wearing off leaving her in just her sports bra. The piece of undergarment didn't last long either as it was soon pulled off and tossed to the side as well leaving her breast bare before him. Jaune's eyes were focused solely upon the sight before him and begin to reach out for them.

Nora smirks and smacks his hands away from her breast as she presses her voluptuous chest together before him. "Mmm, you don't get to touch them just yet." She teases as she leans forward once more and wraps her breasts around his cock. "How does this feel now?"

"Oh fuck!" The softness of her breasts wrapped around his shaft was a new feeling altogether and causing him to arch his back in pleasure. Nora continues to have a smirk on her face while she continues to move her breast up and down faster along his length while her lips would suck on the tip as it would appear between her bust.

All of the sensations Jaune was feeling was bringing him to the edge quickly, and it wasn't for long until he let out one final cry of pleasure as he warns Nora. "I'm going to cum!"

This didn't stop her though as she merely held the tip in her mouth and sucked hard as she could until finally, his climax hit, and he begins to fill her mouth with his cum. The first few shots were large and immediately hit the back of her throat causing her to let go of his cock to try and swallow the cum that filled her mouth. This left the rest to paint her face and breasts in the cum that was still pumping from his cock. Eventually though the onslaught of cum taper off leaving Nora and Jaune both breathing hard with the former coated in cum.

Her fingers searched out the cum covering her chest and face and began to scoop into her mouth while moaning with each new drop of cum placed upon her tongue. The taste was so addictive too that she couldn't stop until every drop of cum was scrapped off her body. Once she was done though she looked at Jaune with a smirk as she caresses his still harden member. "Mmm well I am glad you had some fun, but I think it's time that I have a bit of fun myself!"

"What?" Jaune's mind was still racing after the earth-shattering orgasm he just had and was barely keeping up as he watched Nora stand up and begin to wiggle herself out of her shorts and panties. However, her eyes caught something in one of the room's mirrors and could spot a certain blonde girl playing with herself just outside the gym door that had cracked open during Nora's and Jaune's fun. Nora made sure she quickly looked away not wanting to let the poor girl know she was caught and instead continue to push her clothing down and kicked them away somewhere.

Nora now stood before Jaune in all of her glory with her pubic hair shaven into a lightning bolt that led straight to her clit. She smiles down at Jaune who was utterly hypnotized by the girl's body as her fingers move down to her slit and begin to caress it moaning softly. "Mmm, you got me so wet Jaune. I need you inside of me though!"

Jaune could only nod his head in agreement as he was fully committed now as his rational mind had left a long time ago now. Nora gave the boy a smirk as she knelt on either side of Jaune and aligned herself with the head of his shaft before dropping herself down onto the cock and letting out a loud and lewd moan. Jaune's cock disappears up into Nora as he felt her wrap around his shaft and causing him to let out a moan as well as he laid entirely back on the mat. Nora stays still as half of Jaune's shaft was already filling her and her face splitting into that of pure pleasure.

Jaune's hands took hold of her hips and pulls Nora the rest of the way down along his shaft splitting her open even further. Once he was fully hilted inside of her, it took all of Jaune's willpower to not cum then and there as the feeling was something the blonde had never experienced before. However, it didn't stop Nora from cumming as she sat there being filled up completely and tightening up even more around Jaune while letting out a moan of pleasure. It took her a moment to collect herself before she finally let out a cry, "Oh fuck! It's so big inside me!"

"Nora I can't believe we are doing this! It feels so good!" Jaune replies as his hands held on tightly to her hips afraid what would happen if she begins to move. However, her strength hadn't left her yet, and she starts to use her thighs to push herself up and down along his length bouncing in his lap. Each time she came down it only sent another jolt of pleasure through her body while Jaune let out a groan feeling himself sheathe inside of her. The two's groans and moans along with the slapping of bodies together were the only sound in the gym as a certain blonde woman watches from outside in surprise.

Jaune soon had enough and with a surprising amount of strength rolls themselves over, so he was now on top of Nora and looking down at her. Nora let out a gasp of surprise at the sudden boost of strength Jaune had managed to pull off and locks her legs around his waist worried he would pull out of her. Jaune though had different plans as his aura glowed around his body and he grabs hold of her legs and pulled them off around his waist and pushes them towards Nora's chest almost bending her in two. Once he had her legs in place, he begins to slam down into her with the full weight of his body causing Nora to shriek out as she starts to cum again from the hard mating press Jaune was giving her.

"Oh fuck yes Jaune! Show me how well my training has done for you!" She exclaims in pure pleasure while Jaune slams down into her. Jaune's hands held on tightly onto Nora's legs as he continues to fill her with his cock and keeping her pin down to the matt while she soon has another orgasm and tightens up even more.

"Nora! I-i-i am about to cum!" Jaune cries out as he couldn't hold back anymore as Nora came around him.

"Than cum in me!" Nora orders as her legs slip free of Jaune's grip long enough to once more wrap around his waist and hold Jaune tight to her. Jaune let out a loud groan and begins to cum inside of her as Nora lets out a scream and cums for a third time as she felt the cum fill her. The two weren't the only ones who hit their peak as Yang had her hands deep in her shorts and was shivering as she came as well. Nora's legs eventually relax around him allowing Jaune to slide out of her and letting out a sigh.

The two of them stay there panting softly while Yang quickly left the doorway with a blush on her face and soaked shorts. Nora gives Jaune a silly smile as she exclaims, "That was the most amazing workout ever!"

I actually had this story chapter written up for over a year now but no one has ever read it. So here it is and as always thanks to Zwei for beta reading this and also to a special someone who always tells me not to give up.

Wolf