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Come on… it wasn’t that bad” you say as Erwin gasps for air besides you with his hands on his trembling knees. The afternoon sun radiates against the back of your neck as you squint from the brightness, seeing beads of sweat dripping down your friend’s forehead. The smell of the plastic running track stings your nose as you stand on the halfway mark, waiting for Erwin to catch his breath. “You have a long way to go…” you mutter as he glares at you angrily.

I’m trying my best” Erwin grunts, before gulping down mouthfuls of his sports drink. Gaining weight during the covid pandemic, you’ve agreed to accompany him in his recent exercise routines to support him. Becoming frustrated at himself for his lack of stamina, he angrily jabs at the rolls of fat protruding from his belly. “I’m so out of shape” he groans, remembering the times when he was able to jog alongside you for a much longer distance.

It’s not just your body holding you back… but your technique” you say, hoping to comfort your miserable looking friend. Erwin gives you a skeptical glance before scoffing at your advice, claiming that he has been breathing and running properly the entire time. “I bet… a girl as heavy as you would still outrun you” you retort, but Erwin ignores you and prepares himself for another attempt around the track. Shrugging your shoulders, you quickly stretch your legs to avoid any cramps before jogging behind your friend’s plump body.

Knees raised and loose” you shout, seeing Erwin’s feet drag across the track with every step. Without warning, you stumble forward and almost faceplant onto the ground as your knees buckle for a split second; rebalancing yourself, you feel slightly lighter on your feet as you catch up to him. Too busy observing Erwin’s jogging technique, you don’t notice your hips cracking wider into child-bearing proportions with fat still stretching it further out. Your hips sway side to side with every step as your ass starts to tingle with activity. Feeling slightly uncomfortable, you readjust your underwear as you run, feeling the fabric dig deeper into your ass crack as fat swells into your ass cheeks. Oblivious to your ass expanding into a round bubble butt stretching out your shorts, you feel a little heavier than before as you start to sweat.

Come on!” you say encouragingly as Erwin begins to slow down, motivating him to continue jogging a little more. “Engage your core for a better posture” you shout, seeing him hunching forward from tiredness. To prove your point, you speed ahead of him, keeping your torso straight and shoulders back for him to see. Erwin rolls his eyes with annoyance, but he follows your instructions, feeling his belly jiggle with every step. “Yeah! Just li--- aahnnnnn” you gasp, suddenly becoming winded as your diaphragm contracts from your shrinking ribcage while your broad shoulders crunch narrower with sharper collarbones. Wheezing for breath and hunched over, your back pops multiple times as your spine becomes smaller and curvier, making you an inch shorter than before.

Not the best advice… huh?” Erwin says smugly as you try to catch your breath, wondering what just happened. Preoccupied with your thoughts, you don’t notice your belly flattening into a toned core while your waist sucks in to create an hour-glass figure against your wide hips. Waiting for you to recover, he wipes the sweat off his forehead and swallow a few more mouthful of his sports drink. Standing still, you feel a bit nauseous and strange with your centre of balance slightly off, but you blame it on your tiredness. “Ready?” Erwin asks and you nod your head as your feet crunches smaller into dainty toes hidden in your shrinking shoes.

Bend your elbows!” you say as you jog behind your friend, seeing his hands moving around wildly. Simultaneously, your hands spasm and contort as it shrinks from your contracting tendons and bones. Your fingers become slimmer with long glossy nails while your arms become thinner as your biceps deflate into a layer of fat. Glancing at your hands, you frown in confusion as you try to discern your sense of uneasiness, but the sudden pain on your chest distracts you. You start to wince every time your puffy nipples chafe against your shirt, unaware that they’re already much darker and wider than before. Trying to ignore it, you continue running, feeling a pulsating sensation on your chest as fat flows under your nipples, slowly pushing them out into budding A-cups. “Mmmph… ooohh…” you moan softly under your breath as your skin stretches to contain it all. Within seconds, your breasts expand into modest C-cups, clearly visible under your shirt as your perky nipples poke out. With every step, your tits bounce up and down, making you blush red with arousal.

Wait… b-boobs?!” you stammer, clutching your jiggling breasts in your hands and feeing your fingers sink into the soft flesh. Losing pace and falling behind Erwin, you stop to explore your swelling breasts as they become round D-cups. Gasping for breath, your tits heave in synchronisation as you stumble forward from the weight on your chest, changing your centre of balance again. “T-They’re so big…” you gasp, squeezing your breasts in your hands and running your fingers down your deep cleavage. To your horror, your tits continue to balloon larger into E-cups hanging from your chest like udders swinging free. A million questions race in your mind as you begin to panic, but as your petite hands grope your breasts, a faint smile spreads across your face. Memories of cum splattered on your tits and people ogling them as you walk becomes engrained in your head; as well as Erwin jokingly comparing his chubby belly against your breasts before the jog.

Your mind becomes hazy with all the competing and swirling foreign thoughts, but it all disappears as you look up to see Erwin some distance away. With a sudden urge to catch up, you arch your petite feet and quickly jog towards him, feeling your ass and tits bounce with every step. “Erwin… wait…” you stammer, but he doesn’t hear you as you stumble on the running track breathing heavily from your massive breasts weighing you down and the pleasurable sensations of your sensitive thighs rubbing against each other. Wiping sweat from your forehead, you look down to see the distinct outline of your erect dick bulging in your shorts between your thick and fatty thighs.

Feeling embarrassed for being in public with a visible boner, you try to hide it but the orgasmic sensations of your nipples rubbing against your shirt and your sensitive thighs makes your knees buckle. “Oh… Oh god…” you gasp, falling to the ground as you timidly stroke the tip of your cock. Without warning, an intense orgasmic wave rushes through your body, causing your eyes to roll back as you blow your load in your shorts. Pumping everything out, your empty balls quickly slurp into your crotch and reform into fertile ovaries while your dick slowly retreats and eventually inverts into your body, leaving a tight and puffy slit in its place.

I… I have a… pussy?!” you stammer in shock, seeing the outline of your swollen pussy lips pressed against the cum soaked fabric of your shorts. Burning with curiosity and arousal, you hesitantly slip your hand under your shorts and slide your fingers into the warm folds of your vagina. Tingles rush up your spine and your body spasms as your you brush against your newly formed clitoris and push deeper inside until your vaginal walls squeeze your fingers. Unfamiliar with the sensations, you climax within seconds, sending clear juices squirting out along with the remaining memories of your past life. “Fuuuuuck… running makes me so horny…” you moan, pulling your hand out and seeing a mixture of cum and juices drip from your shorts and down your legs. Looking around to gather your bearings, you see Erwin’s plump body still a distance away about to give up on his run.

With a smile, you quickly stand back up and sprint towards him in hopes of catching up with him before he stops. “I’m coming!” you shout, hearing your voice break as it cracks higher into a sultry and feminine tone with a distinct Japanese accent. Licking your lips, it quickly swells larger with pink lipstick while your neck becomes slimmer without an Adams apple. Remembering all the running techniques you learnt from your personal trainer, you keep your strides light and smooth despite your ass and breasts bouncing with every step. Looking ahead with determination, your face tingles all over as your jawline softens and your cheekbones pop higher, creating a rounder and more doll-like appearance. Breathing through your nose, it crunches smaller into a cute button nose while a layer of make-up coats your feminine face. Nearing him, you smile to yourself as your eyes twitch and becomes wider with a slant while your irises turn dark brown, giving you a more Asian appearance. “I’m catching up… slowpoke!” you giggle playfully behind Erwin as you blink back your long eyelashes, and your eyebrows thins. Feeling the warm afternoon breeze flowing through your hair, your scalp tingles as your hair cascades down to your lower back, turning black and silky smooth, leaving a fringe on your forehead while tying itself into a ponytail bobbing with every step.

Turning around, Erwin glances at you with confusion, seeing a busty Japanese girl catching up to him as you grab him with your petite hands. “Wha… who?” he stammers, noticing your hefty D-cups heaving up and down as you catch your breath in front of him. Giggling at his dumfounded expression, you teasingly poke his belly as he grunts in surprise.

Cathy… silly!” you grin, wiping the sweat from your forehead as a look of recollection slowly appears on his face. As a friend from high school, he never was the best-looking guy you knew, but he definitely lived a lavish lifestyle and was always willing to treat you after some simple encouragement. He’s definitely out of your league for a serious relationship, but you don’t mind a fancy gift time to time when you’re a little bored. “See? A girl like me can outrun you… even when we weigh the same” you giggle teasingly, squeezing your breasts together in front of him and seeing a boner rise in his pants. As a friend, you still want to help him with his exercise, so you pout your lips to think of a plan.

Ah! I know!” you grin with an idea as you walk closer towards him and cup your hands around his ear. “If you can do another lap… I’ll let you fuck me in the changing room” you whisper into his ear, seeing his eyes widen and his face turn red with arousal. Enjoying toying with him, you give him a seductive wink and bite your lip as you flirtatiously brush your hand along his dick. “If you manage to beat me… I’ll give you a blow job too” you add with a sheepish smile as his jaw drops in shock.

----

Oh my god… yeeesss…” you moan with your back pressed against the cold concrete floor as Erwin thrusts his throbbing cock into your tight pussy. Your eyes roll back in ecstasy as he pushes deeper into you, rubbing against your clitoris and rams against your womb. “Uhh… uuuhhh” you pant as he starts to pound your wet pussy; you never knew a chubby guy like him would have an unbelievably girthy cock splitting your insides open. You let him play with your breasts as he fucks you faster, feeling his warm breath and sweaty skin rub against yours. The dimly lit change room and closed doors muffle your moans as he slides his dick in and out of you.

“G-Give it to meeee” you coo, arching your back and wrapping your legs around him as your moist vaginal muscles grip his dick for more. After a few minutes of grunting, you feel Erwin shudder as a torrent of hot cum sprays into your pussy, filling it up and dripping out onto the tiled floor. Gasping for breath and no longer a virgin, he slides his dick out of your vagina with a wet slurp before suckling on your puffy nipples, turning you on again. “Wait… wait…” you giggle, pushing his face away. “I’ll suck that big dick of yours if you manage to beat me this time” you grin, pointing at the door as a sheepish smile spread across his face.

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