In many areas of suspension mechanics, such as filled polymer fluids or household products such as toothpaste, the suspending fluid itself is inherently non-Newtonian and may exhibit viscoelastic properties. In this paper, we extend the Stokesian Dynamics formalism to incorporate a simple model of viscoelasticity by using small spheres as 'beads' in a bead-spring dumbbell (such as is found in the derivation of Oldroyd and FENE constitutive models for dilute polymer solutions). Various different spring laws are then tested in both small-amplitude and large-amplitude oscillatory shear, and their rheological behaviour is compared to continuum constitutive models.