The hot water from the shower had barely rinsed off the chlorine when I stepped out, the steam still clinging to the tiled walls of the empty changing room. It was late, the pool was nearly closed, and the place felt deserted. I glanced around, but no one was in sight. For once, I didn’t bother wrapping the towel around my waist. Why hide? My heart gave a little flutter of relief as I stood there, naked and free, the cool air hitting my skin like a slap.

My dick, shrunken from the cold, jiggled pathetically between my legs, barely an inch of soft, thin skin, the foreskin bunching up like it was hiding from the chill. I felt exposed, vulnerable, but in that moment, it was almost liberating. I reached for my backpack, stuffing the damp towel inside, my tiny dick jiggling freely as I bent over.

That’s when I heard the door creak open. Footsteps echoed on the wet floor, steady and unhurried. Panic surged through me like ice water. I spun toward my locker, fumbling with the zipper, but in my haste, I slammed the door shut and twisted the lock mechanism. It clicked secure, trapping my clothes inside. Shit. I was completely naked now, no towel, no nothing, my minuscule dick twitching in the draft. My pulse hammered in my ears as I yanked at the handle, but it wouldn’t budge. The footsteps grew closer.

It was a woman, from the sound of her shoes.

She didn’t say a word at first. I kept my back half-turned, eyes glued to the stubborn lock, willing it to open. Out of the corner of my eye, I saw her: an older woman, late forties maybe, in a plain uniform that hung loose on her stocky frame. Her face was plain, unremarkable, frizzy hair tied back, no makeup, just the kind of everyday exhaustion etched into her skin. She pushed a mop bucket into the room, the wheels squeaking, and started swabbing the floor like I wasn’t even there. But I felt her gaze flicker over me, lingering on my bare ass, then sliding down to my front as I shifted.

My heart was pounding so hard that I thought it might burst. Cold air nipped at my balls, shrinking them tight against my body, making my little dick look even smaller, just a sad nub of foreskin. I tugged at the lock again, desperation clawing at me.

“Come on,” I muttered under my breath, fingers slipping on the damp metal.

She chuckled then, low and knowing, the sound cutting through the quiet like a knife. “Having trouble with that thing? Happens all the time.”

Her voice was rough, laced with amusement, not a hint of concern. I froze, my face burning, but I didn’t look at her. I couldn’t. The lock jammed again as I yanked too fast, clicking shut once more.

“Wait two seconds after you turn it,” she said, her footsteps approaching. “Don’t rush, or it’ll lock right back up.”

She was right behind me now, close enough that I could smell the faint bleach on her clothes mixed with something musky, like sweat from a long shift. I focused on the locker, twisting the mechanism slowly this time, counting in my head—one, two—but my mind raced with humiliation.

Here I was, early twenties, buck naked in front of this stranger, my pathetic excuse for a dick on full display. It was freezing, but a twisted heat built in my gut, my tiny dick stirring despite the cold, thickening just a fraction as shame flooded me.

She didn’t back off. Instead, she leaned in, her hand brushing mine aside to grip the lock. “Let me help you, kid. Can’t have you stuck like that.”

Her fingers were rough, calloused from work, and as she twisted it open with ease, her body pressed close, her hip grazing my side. I finally glanced down, and there it was: her eyes locked on my dick, now half-hard from the adrenaline and exposure, all of 2 inches if I was lucky, thin as a pencil. It bobbed slightly, the head peeking from the foreskin, veins faint and unimpressive.

A snort escaped her, turning into a quiet laugh that she tried to stifle but couldn’t. “Oh, honey,” she murmured, her breath warm on my shoulder as she stepped back just enough to get a better look. “Is that all you’ve got down there? Looks like a little worm trying to hide.”

Her words hit like a punch, my cheeks flaming, but my dick betrayed me, twitching harder, the humiliation sending a jolt straight to my core. I wanted to cover up, to vanish, but the locker was open now, and my hands shook as I reached for my underwear.

She didn’t move away. Her eyes stayed fixed on my tiny erection, now at 3.5 inches, a smirk pulling at her plain lips. “No need to be shy. I’ve seen it all in this line of work. All kinds of sizes, but yours ... Damn, don’t see ‘em that small except on little five-year-old boys.”

She wiped her hands on her uniform, her gaze raking over me shamelessly, from my tight balls up to my face. The age gap hit me then. She was old enough to be my mother, unattractive in that real, unpolished way, but her confidence made her commanding, as if she owned the room and owned my attention.

I stood there, frozen and naked. Shame twisted in my chest, hot and heavy, but beneath it, excitement bubbled, dark, secret, making my thin dick throb visibly. The changing room felt too public still, the door unlocked, anyone could walk in, but she was here, mocking me, and part of me didn’t want it to end.

“Just ... Get your stuff,” she said, her voice dropping lower, teasing. “Unless you like standing there with your babydick out for the world to see.” Her laugh bubbled up again, softer this time, as she watched me squirm, the mop forgotten by the bucket. “Men like you usually do.”

Her eyes didn’t leave my little dick, tracing the pathetic length of it like she was memorizing every underwhelming inch. The thin shaft barely rising, the foreskin still half-covering the flushed head, my balls drawn up tight in the cold air of the changing room. My body wouldn’t move, rooted by the heat of her stare and the shame twisting deep in my gut.

She stepped closer, her worn sneakers squeaking on the damp tiles, closing the space until I could feel the warmth radiating from her stocky body. That mocking smile spread across her plain face, crinkling the lines around her eyes, making her look even more in control, like she knew exactly how exposed I felt, how my tiny dick betrayed me by twitching under her gaze.

“What’s the matter, kid? Cat got your tongue, or is it that little thing between your legs?”

Her voice was gravelly, laced with amusement that cut right through me. The age gap hit harder now, her late forties confidence towering over my early twenties awkwardness, her unattractive features somehow sharpening into something dominant and unyielding. I swallowed hard, my throat dry, the public echo of the room amplifying every sound, my ragged breaths, the distant drip of a faucet. Anyone could walk in, see me like this, naked and half-hard in front of this cleaning lady who was devouring my humiliation with her eyes.

Before I could do anything, her hand shot out, rough fingers wrapping around my wrist in a firm grip that brooked no argument. Her skin was calloused, warm against my chilled flesh, and she yanked me toward the open locker, spinning me so my back pressed against the cool metal door.

“Not so fast,” she growled, her body crowding mine, her hip bumping my thigh as she pinned me there.

The locker rattled slightly behind me, a stark reminder of how trapped I was, clothes inside, but her hold keeping me from them. My dick bobbed free now, fully exposed in the open changing room, the thin 3.5 inches straining toward her, veins pulsing faintly as blood rushed south despite, or because of, the burning heat flooding my cheeks. I tried to twist away, but her grip tightened, her other hand planting flat on my chest, pushing me harder against the locker.

“Stand still, boy. Let me get a proper look at that sad little dick of yours.”

Her eyes dropped again, raking over my erection with blatant scorn, watching it twitch and leak a single bead of pre-cum that trailed down the underside. The vulnerability hit me like a wave, naked in this semi-public space, forced to display my inadequacy to this older woman who didn’t give a damn about my comfort.

My heart hammered, a mix of terror and that secret thrill uncoiling in my belly, making my balls ache with need. Exhibitionism clawed at me. I hated it, craved it, the forced exposure turning my shame into something electric, forbidden. She leaned in closer, her breath hot and sour against my neck, her uniform brushing my bare skin.

“Jesus, it’s even smaller up close. Thin as my pinky, and not much longer. Bet you’ve never had a girl touch that without laughing first.”

Her words sliced deep, fire blooming hot in my chest, but my dick jerked in response, the head swelling slightly, slick with arousal. I whimpered, low and involuntary, my body trembling under her touch, the age gap making it all feel dirtier. She could be my mom, yet here she was, owning my nakedness like it was her right.

The room felt vast and empty, the door still ajar, the risk of interruption heightening every sensation. The chill on my ass cheeks against the locker, the musky scent of her sweat mixing with the bleach, the way her eyes lingered on my twitching dick like it was the punchline to a joke only she got.

“Please,” I muttered, voice cracking, not even sure what I was begging for: release, clothes, or something darker.

She chuckled, low and throaty, her hand sliding from my chest down my stomach, stopping just above my pubic hair, teasing the edge without mercy. “Please, what? You want me to stop? Or you want this old lady to show you what a real touch feels like?”

Her fingers hovered, the heat of them making my skin prickle, my thin dick bobbing desperately toward her palm. The dominance in her voice wrapped around me, pulling at my submissive core, the public nudity amplifying the exposure until I felt raw, peeled open.

I shook my head, then nodded, confusion and need warring inside me. “Touch me,” I whispered, the words tumbling out before I could stop them, humiliation choking me even as excitement surged. “Please ... Just ... Dominate it. Make me feel it.”

My voice broke on the last word, face burning, but I didn’t look away this time, met her mocking gaze, my body arching slightly toward her hand. She smirked wider, her grip on my wrist bruising now, pulling my arm down to my side so nothing blocked her view of my pathetic erection.

“Beg properly, kid. Tell me how bad you want my rough hands on that tiny dick. Admit you’re a shy little exhibitionist who gets off on being forced naked like this.”

Her free hand finally closed the distance, but she didn’t touch yet, just traced the air around my shaft, close enough that I felt the ghost of her warmth. I trembled harder, exposed and craving, the shame twisting into desperate hunger. The changing room’s cool air kissed my skin, reminding me how public this was, how anyone could see, but with her in control, I submitted fully, words spilling out in a humiliated rush.

“Please, touch my small dick. I need your dominant grip ... Humiliate me more.”

Her laugh echoed softly, and as her fingers finally brushed the base, rough and commanding, a jolt shot through me, my thin length throbbing under her power, the thrill of surrender pulling me deeper into the exposure.

Her fingers lingered at the base of my tiny dick, rough calluses scraping lightly against the sensitive skin, sending a shiver up my spine that had nothing to do with the cold air. I stood there, pinned against the locker, my heart slamming against my ribs, the humiliation burning through me like fire.

But underneath it, that twisted excitement coiled tighter, my body betraying me with every twitch of my thin shaft. The changing room felt too big, too open, the distant hum of the pool filters reminding me how close we were to the outside world. Anyone could push through that door and see me like this, naked and desperate for this older woman’s touch.

“Please,” I whispered again, my voice shaking, barely above a breath. The words stuck in my throat, shame flooding my face, but I couldn’t stop them. “Touch my tiny dick. I need it ... Your hands on me.”

My early twenties awkwardness clashed hard against her late forties confidence, making the age gap feel like a chasm I was willingly jumping into. She was unattractive in the harsh fluorescent light, plain features, a stocky build under her uniform, but her dominance made her magnetic, pulling at my submissive urges like a magnet.

She let out a low, mocking chuckle, her breath hot against my ear. “Listen to you, begging like a pathetic little slut. Fine, since you’re so eager to be exposed...”

Without warning, her hand wrapped around my dick fully, her grip rough and unyielding, fingers squeezing the thin length like she was testing how little there was to hold. The pressure was immediate, bordering on pain, her calloused palm grinding against the veins as she pumped once, hard.

“Fuck, it’s like holding a goddamn pencil. So thin, so short ... How big is it? I know you’ve measured it,” she asked.

“Three and a half inches on a good day,” I said.

She laughed loudly. “Ha! No wonder you’re hiding in here, kid. This sad little thing wouldn’t satisfy a flea.”

I gasped, my hips bucking involuntarily into her fist, the squeeze sending jolts of humiliated pleasure straight to my core. Pre-cum leaked freely now, slicking her fingers, the wet sound echoing in the quiet room. My balls tightened, drawn up against the base, and I felt exposed down to my soul, the public nudity hitting harder as her mocking words stripped away any pretense. Tears pricked my eyes from the shame, but my dick throbbed in her hand, the forced exposure turning my fear into raw need.

“It ... It’s small,” I stammered, voice breaking, the admission twisting something deep inside me, making the thrill sharper.

She laughed again, sharper this time, her grip tightening until I whimpered.

“Small? Nah, small is a compliment for this babydick, kid,” she growled in my ear. “This is micro ... Yes, it’s a micropenis. Smaller than small. Damn right it is. But look at you, leaking like a faucet just from me calling it out.”

With a sudden yank, she released my dick, leaving it bobbing, red and aching, and grabbed my wrist again, her nails digging in.

“Come on, babydick boy. Time to show me more than that worthless man clit.”

She dragged me across the tiled floor, my bare feet slipping slightly on the damp surface, the cool air rushing over my naked skin like a thousand eyes watching. The mop bucket sat in the corner, murky water sloshing inside, the scent of bleach thick in the air. My heart pounded louder, the risk of the open door making every step feel like a dare, public, vulnerable, forced into this by her assertive pull.