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It always felt wrong to get rusty to Cap, but his recent showdown with Hydra had almost killed him and it necessitated a lengthy recovery period. By lengthy, that meant two weeks which was nothing given the damage he had sustained, but being bedridden for any length of time felt like too long for the star spangled hero. He avoided any open complaining though, not wanting to bother the doctors and if Jennifer hadn't been there to do an emergency blood transfusion it was possible he'd be up above watching the world turn with his old war buddies who had long since moved on to the great beyond. It was certainly convenient her blood was adaptable, the radiation side effects a nervous thing to deal with, but thankfully his super soldier serum had done better than any iodine tablet could have performed and though it had burned going in, it wasn't like they had much of a choice in the moment.

Still he was going soft and could feel it, almost viscerally. Steve could swear his muscles were rotting away, an uncomfortable wriggling moving through them, but again he wasn't one to complain and figured it was just them knitting back together. If he hadn't been so tightlipped it might have stopped what was going to happen, but with the doctor's mandatory rest over, he was nearly skipping down the halls towards the gym.

Jennifer, a.k.a. She-Hulk's blood was quite the volatile mixture, her own powers from a blood transfusion from Hulk. As such she was always nervous about sharing any blood of her own, but in the desperate moments following Cap's fight her hands had been tied. Thankfully nothing had appeared side effects wise with Cap, not that any of them could see what was going on inside as her cells began to take root and replicate. That writhing feeling cap had felt were her cells burrowing inside, spreading throughout his body and fighting against his serum. All they needed was some energy to burn to kick into gear and he was about to give them a feast in the gym.

The gym was massive and stocked with all sorts of machines both archaic and modern, each instrument tuned far above what could be considered normal given the powers of the people using them. It took a lot more to get the good Cap sweating, but he still stuck with the more traditional equipment. Old habits died hard, though each ring could be measured in tons than pounds as he stacked them on, happy to feel the burn as he began lifting a weight equivalent to a mid sized minivan. The burn felt amazing, muscle fibers minutely irradiated beginning to resew themselves, glucose burning as Jennifer's blood absorbed and spread more cells, his heart pumping as the aortic valves began to thicken and accelerate. Due to an unfortunate accident with Cyclops during a visit from the X-Men a few months back, the mirrors had all been removed, not really necessary and given the number of laser guns used by their enemies it was just a hazard not needed. If there had been one, Cap would have likely been surprised at the color of his sweat, bright green droplets perspiring out as his skin began to dye itself.

Steve could get tunnel vision in the midst of a good workout and this was no different, his focus sharpened by the pleasant surges trembling through his muscles as the rate of regeneration became absurd. Each pump allowed the tainted blood to tear his muscle to shreds, only to reform it stronger as he readied himself for the next lift. Soft coos mixed in with the usual grunts. The changes were rejuvenating, each droplet of sweat acting as a combination exfoliant, moisturizer and body paint. Hairs flooded out, the pores widening to allow more green jewels to drip before tightening, a wave of smooth hairlessness following the green as the color was embedded into his DNA. Despite the color usually being associated with sickness, it shined a healthy sheen, his body glistening in the fluorescent lights as the driblets nestled into his pubic hairs.

He knew a good workout always felt good, but rarely had one ever felt THIS good, the moans continuing as his tender cock sparked with sensitivity, hardening as light pricks of pressure shaved his pubic mound clean, the green finishing its spread as Cap noticed something strange. Were the weights... lighter? It sure felt like it, even though he knew what his usual limits were and he wasn't all that far from them. Still he had worked up quite a sweat already, quickly placing more weights onto his bar before pausing for a water break. The cold water was delightfully refreshing, pooling into his lips as they pouted at the cold liquid, his Adam's Apple swirling down his throat with a pleased gulp. The following sigh of enjoyment came out huskier than usual, but Jennifer had a sultry alto that bordered on the lower ranges, and Cap's muscles were almost begging for more as he moved back to the bar, now holding roughly half a bus worth of weight.

It was a struggle at first, his knees close to buckling, his biceps wobbling as he regretted his hubris, that rush to want to outdo himself when he hadn't built up to it properly. If he hadn't been grunting so loudly he might have heard the pops as endorphins suddenly poured into his body, his knees knocking inwards as he lifted the heavy load over his head. Each successive pump grew easier than the last, his grip surer as his fingers wrapped around the bar like it was a toothpick. Even though his hands were technically growing, their shape was far from bulky or masculine, the fingers longer, his nails poking out in manicured points as the rough skin gained the same texture as high quality leather. Strength flowed down his arms as the bones extended, any muscular tearing masked by the pleasure of reforming muscle as his arms bulged with lithe strength. Even putting it to bus weight didn't stop him as he held it over his head like nothing, moaning as his shoulders popped into thinner, sturdier slopes.

Calmly putting the weights back, Steve rolled his arms around, feeling fantastic though the rest of his body didn't quite have that same satisfied heat that was rolling about the muscles of his arms. Obviously this meant next up was cardio, to really work out those annoying kinks. It took a few minutes on the treadmill to work his heart back up to a decent tempo, the bit of sweat on his brow tingling as his blonde follicles started to look like a botched blue dye job, the roots turning dark green as his short hair began to sprout outwards, adding to the moisture on his brow. Some got in his eyes, the electric green dew stinging as he tried to blink the invasive DNA out, that burn caused by the liquid diving into the soft tissue of his eye as the sockets shifted to accommodate their growing charges. What couldn't get in settled for his eyelashes, darkening them as it thickened into wing tip mascara, adding volume to the growing lashes as the pain suddenly finished with two satisfied pops that were cloaked by the sound of his feet on the treadmill, two large, doey eyes blinking, ill fitting on his still mostly male, green face.

He would have investigated more, but he was finally at a speed that was testing him, working up a nice pace as his legs began to fly off the track from the speed. Each pounding hit was carving his usual supports, wearing them down as his shoes turned loose though his instincts over unsure terrain had him naturally shifting to adapt. Without him even noticing his toes were popping, arches growing as they slimmed down, getting smaller and smaller until-

FLOP! FLOP!

Both flew off, landing somewhere in the cavernous depths, something about the lack of shoes so natural he didn't even notice as he enjoyed the feeling of tread on his soles. Steve was ready to up the pace even more now that he was comfortable, but he didn't expect to suddenly feel winded as his core began to strain.

Rather than the usual gasps for air that came with overexertion, surprised moans left instead, his abs writhing as his heaving stomach began to squeeze itself with every deep breath inside. The change grew more pronounced as he continued to drive his own shift, unable to give up on the wonderful burn that he thought was a good exercise, but was the assimilation of his cells, proteins breaking apart as structures changed to match a shapelier form than he was used to. It was close to hyperventilation, each breath in sliding his sides in a tad, pressurizing his organs as the small of his back depressed. Even though it was bearing down, his lung capacity was growing, giving him a rush as his green nipples started to harden atop his sweating pecs. It was hard not to moan as it continued, his loins stirring as his shrinking abs squeezed the lost mass upwards, a noticeable throb driving a pleasant tingle to an ecstatic swell.

If it was only his nipples that had changed, he might have finally caught on to what was happening, but in the shifts to his skin, his entire pleasure system had been reworked, the shocks of pleasure rattling around his body. Of course, his cock was feeling amazing, tightening his shorts as he just tried to keep up the running, unsure of why it was feeling this great but no wanting to mar it with pointless questions. The harder he ran, the harder he got, gasping out cute moans as his sides continued to collapse, the areolas puffing as small beestings brushed against his short undershirt. As he ran, the rough fabric pleasured his new erogenous zones, his eyes closing as he gave himself to the groove, sighing as his abdominal muscles contracted into tight packets of strength, sacrificing none of his strength, but adding to the peal as his waist now sported sensual curves. Finally he had to stop once his breasts reached b cups, the firm flesh gaining a slight sag as each step sent more pleasure than he knew how to deal with through him, his mind dizzy.

He didn't even want to look at the massive bulge in his shorts, trying to focus on the recovery, the exercise, moving to a thigh press to hopefully work away his stiffy, grunting as he began to press his thighs together. Everything was heightened, the tightened friction of his shirt, the tip of his cock as lime colored precum lightly wetted his underpants, and he was only making it worse as his legs began to feel the burn, and the fat as curves blossomed and grafted onto the stubbornly flat expanses.

Ten reps, twenty, thirty.

"Nnngh hah hah..."

His calves were bulging out back, the muscle curving as a few inches popped onto his already impressive height. The strength of the cushioned machine was taking its toll on his originally lean legs, a jiggle that shouldn't have been possible forming as fat spewed between the cracks of his muscle. Their motion was starting to get sensual, his arousal rising as his hands fumbled around for purchase, accidentally gripping onto the weight setter, adding an extra three tons to the workload.

The sudden heft made him strain, just barely able to do another rep before the machine rebounded back, the shock traveling up the muscle of his thighs as it loosened somewhat. Going in for another, his grip was quickly reaching dangerous levels of weight, his enhanced strength not meant to keep up as he struggled to bring his legs together, groaning in a strained squeal as his body gave out, his legs flying apart as the machine clanged to resting position. It was almost instant the ecstasy, his hair shooting down to his shoulders as he moaned happily, the force prying his pelvis outwards as a womanly girth added itself to his hips. The sharp bone pierced his muscle, but instead of blood, fat flowed in, adding thick curves to what should have been bruises as his hips curved and throbbed, his thighs clenching as fat thickened them up to impressive cock crushers that caressed his aching manhood ever closer to completion.

The distraction wasn't working, his cock harder than ever, his heart hastening as the pleasure oppressively clung to his shifting form. There was one escape he knew should work at least, jump rope likely to slowly cool him down, the easy motions one of his go to exercises when he needed to clear his head. If the handles of the reinforced rope hadn't been close to adamantium levels of hardness then they would have shattered in his unwary grip, merely denting as his thumbs unraveled it, trying to ignore his needs as he began to jump.

Instantly he regretted the choice, yet the pleasure was so coercive he couldn't help but continue along with it, his eyes glazing over as the jump roping turned into exquisite masturbation. That was the best way to describe it, his chest heaving with each bounce, jostling the fatty lumps and adding a bit of weight to them as the pleasure amplified, the same happening with his ass as his body became much more jiggly. His heart was definitely racing, but most certainly not from strain as his thighs slid up and down against his shaft, their thickness surging out to uncontainable levels, his shorts splitting apart to reveal the tighty whities underneath quickly being swallowed by a massive ass.

"Ahh~ AHH!"

It was a blissful cry, his stretched underwear damp with precum, his hair flowing in wild curls as the sweat sodden locks crawled down his back, only adding to the heat as each pass made his clothes tighter, his body sexier. In one large surge, his ass cheeks flopped down, digging the white bands into its crack while his breast strained the confines of his undershirt, the sensations too much as his right hand let go of the jump rope. The sudden loss of pressure sent it flailing, wrapping around his legs as Steve lost his balance, moaning as he fell down, a dust cloud forming as his muscled rear shattered the concrete floor on impact.

A few things ran through Steve's mind as he stared at his body, finally noticing the changes given the cloud of dust his fall had caused and how his very green, very long legs had almost slammed into his head. Panic, confusion, wonder, but as he went to cry for help instead a lustful yowl echoed through the empty workout space, his cock clenched between both thighs and ready to burst.

His mind raced through possibilities, deciding that obviously if he were to cum, that'd be the end of his manhood, using his newfound muscles to clench it tightly, moaning as the muscles therein began to twitch and resist. It wasn't like he could know that exercise was the trigger, that just letting it all out would have at least slowed the changes and delay the inevitable, but the muscular clench that ran up and down his shaft tenderized it, his face scrunching together as his own cock began to do reps, pounding against his insides.

It was forcefully orgasmic, each clenched attempt at stopping it running down the length of his shaft, sliding a few centimeters inside and stirring his insides as his balls would spew out cum against his rock hard defense. A few droplets would dribble out as he tried not to give in, but this would cause a brief millisecond of looseness leading to another clench that drove more of his cock to fuck himself. With his eyes shut from the focus and ecstasy, he couldn't see it, only feel mind crushing pleasure growing as needy yelps and moans worked his jaw to a rounder size his nose crimping inwards to a cute sloped shape as his balls were slowly dragged inside by his inner muscular flexes. Cum was bouncing around inside his shrinking cock, stroking it internally, thinning into clearer fluids before flowing back into his balls, poisoning the structures with estrogen, both balls deflated husks as his groin puckered inwards.

"NNGH GYAAAA! Ohhh not tha-AHH AHHHHT~!"

There were two moist plinks, like stones dropped into a lake, Cap's balls wrenched inside a moist churning cavern as the already flowing estrogen turned them into factories for the stuff. To his credit, he somehow held on, stubbornly negating the one release from the changes as more and more of the internal mass softly swelled around his cock, sticking to it tightly as his cock was pulled in two inches before sliding out one, repeating this process like a series of reps as his squeals bounced and broke in rapturously strained slips.

Finally one large, heated moan built up, rising as the estrogen pooled in his breasts, his ass, his muscles, all of it surging out as unrestrainable ecstasy bombarded his shaking body as the crater turned into a growing fault line from his rebirth's thrashing. His clothes tore apart, breasts bouncing free, his ass cracking a hole in the floor as it snapped all the fibers in his unrecognizable undergarments. His face shattered into its final form, a pouty strain replacing the once ruggedly handsome features as his hands groped for the nub of a cock left, his final moments of masculinity spent uselessly rubbing at it as it slid inside his aching pussy. It twitched once, slotting into the back of her new cavern, the second twitch melting into the muscles there as all that built up lust surged against her condensed tip. Finally her resistance broke as her body spasmed, a torrent of cum gushing out as the new woman came explosively.

Cap was left gasping, squealing as her new pussy continued to send female orgasms through her body. She lost count as they assaulted her, the chaste patriot utterly embarrassed at the forced perversion, blushing at the breach of privacy as well. Finally it slowed to a trickle, then stopping entirely as the physical copy of She-Hulk shakily stood up from the rubble of her orgasmic contortions. This was going to be a bothersome next few days she could tell, mentally noting not to make fun of Tony for his own experience when Ultron made some alterations via nanobots a few years ago. At least it seemed to be over, but that meant she'd have to call for help, Steve still unsure whether she should call the science team or Jennifer first to let them know what happened. Whichever one it was, he had to decide quickly, because this new body had a hulk's appetite, and if her pussy continued to heat up like this, she'd soon be adding a whole other list of things to apologize for before the day was done.

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