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What was supposed to be a quick fuck turned into a days long affair, Gloria and Marnie finding they were putting their estimations on their old selves who would have tired out quickly, not girls who found walking miles between cities a common occurrence. They figured a few of their neighbors might have told them to quiet down, but then again from the loud moans rising from a few of the other dorms, they had no idea just how many other students had gotten the gift, or maybe a bunch of couples were just really turned on by them moaning through the dorm.

"So ya cheeky cunt, who d'ya think we oughta gift next? We've got plenny o' losers to help. Only fair you getta pick since I picked you t'be my lass."

Marnie was a bit preoccupied moaning as Gloria went down on her, though after another orgasm many into the day, she finally found her voice as she set to work fingering her partner.

"Wh-What about Be-eehhhhn~?! D-Dammit Gloria, let me service y-OOOH~!"

Hmm now there was a good candidate for change, someone they often saw at their local magic nights when it was fall or winter. They never quite knew what degenerative disease he had, but they knew he was always in a weakened state, using a cane to maneuver despite being twenty and the sun quite literally burned him. He looked a bit ridiculous in his massive sunhat to try and avoid burns and always seemed jealous of the rest of the world, though he was always as nice as he could be despite the obvious issues.

"Hmm, are y'thinking who I'm thinking of Marn?"

"AHH AHH Y-YESSS~!"

It only took a few minutes to send the gift to their friend, excited for how they'd change, though they quickly got wrapped back up in each other, Marnie just happy there would be somebody else to dominate Gloria once all was said and done.

Ben awoke as he usually did feeling exhausted, his joints creaky as he fumbled at the support bars of his bed. He rarely ever got a proper night's rest, some ache or problem usually tearing him awake throughout the night as he tried to relax, often getting more one hour naps between a half hour of tossing than a proper full sleep. It was a wonder that he acted so chipper despite all this, though he had decided long ago that he never wanted to have his personality match his own warped body. It was hard enough to make friends as it was, Ben carefully checking his phone for any texts, surprised to see two instead of one.

The first was from Nate, a collection of random offensive memes mocking his condition, all with their usual cruel playfulness as they hid behind it being a joke. Ben wondered when he'd tell him to fuck off, but he was scared to lose one of the few people who he could pretend was a friend, even if he knew it wasn't healthy. The other was from one of the people he usually drafted against on Friday nights, which he could tell from a quick scroll up the messages as he kept forgetting to jot their name down. It was something about a gift for the new Pokemon event, the series one Ben had dropped a while ago, but he was starved for conversation, scratching at his boxers while he plucked the two joycons idling at a table nearby. From there all he needed to do was press a few buttons, the left on system popping to life on the big screen in his room. It took a few minutes to redownload the save data as the system updated, but soon he was in, a nice bright notification showing him what to click on.

"Alright, now what should I text back? I don't want to sound too clingy or rude. Perhaps I should... oh wait let me open it first, that should help me sta-"

The phone fell from his hand, Ben's body flinging back as he opened it, a heated blast sending him back from the TV as his body tingled with the excess energy slammed his way.

The energy singed his boxers and undershirt, black streaks of crisp fabric burnt as he felt around for any damage. While his body seemed to be fine, an odd buzz was more than evident across his skin, perhaps an electrical shock? Before he could investigate further though, he noticed something odd, checking again as he looked down at the seam between the hem of his shirt and the waistband of his boxers. The two were merging, the scorched areas seemingly melting as the black coloring spread throughout their design, absorbing the plaid of his boxers and the white of his undershirt as the seam sealed between the two. He gave a small grunt, feeling as more of it gooified, clamping together as his probing fingers were pushed out from the seam line, the combined pieces growing tighter on his body.

It was constricting, the black climbing up his undershirt as the material hugged the hollows of his stomach, becoming stretchy as it clung to any crevice it could find. This made it harder to breathe, his weak body struggling against the squeeze of the now all black latex skinsuit that formed an almost perfect prison from the top of his thighs to his shoulders, his lanky form creaking under its strength as it continued to winch tighter and tighter. It wasn't a question on if his body would break, but when, Ben's mind racing through a mile a minute as he tried to comprehend what was happening, why it was happening, wondering if he was still dreaming as the bodysuit came to life, the tight grip on his body becoming a full body massage as the pressure turned inviting, a confused moan eeking from his lips as his cock was serviced to attention by the thorough black grip. It wasn't just mindless groping though, the squeeze in of the massage tightening it minutely, his shoulders wobbling, the veins in his cock outlined as pressure continued to build and build until his skeleton finally snapped.

For such a violent, life ending deal, it was surprisingly painless, Ben's form slumping as his bones were crushed to dust, his insides churning as the only piece of his skeleton left in the suit's grasp was his spine, that and the tight grip all that kept his form vaguely human as his midsection turned to slush. There was no sense of fighting back, his arms and legs lolling at the sides, his face screwed tight as the odd pleasure remained, though he figured it was just the shock of death approaching. He was thankful it was at least a pleasant end, though there was a strange, he didn't know how to describe it, sucking? Pulling? On his front that kept him tethered, his eyes fluttering open at the sight of an air bubble forming at the front of his bodysuit.

It was a small square thing, the only piece of his abdomen not swaddled as the vacuum tight suit made that gap tug on his innards. All the while the bodysuit was giving a rolling massage, the lanky, spread out mass of his body compressing into a denser stew of flab, flesh and muscle, his sides puckering in as a sudden blow to his back sent him dangling in the air for a second before slamming back down, screaming in a wild cry of orgasmic confusion.

The suit was form fitting again, the buckshot pressure resolve happening in his spine as it now had a slight arch to it, the added pressure on his midsection thrusting it upwards as a square of his stomach was throbbing against the flat contours of his belly, his fingers jerking as the suit gave it the most amazing workout. It was compressed strength, the deep pounding press of the suit condensing his weakness further and further, honing it like a diamond from coal dust, a soreness filling it that was nothing short of bliss as he gasped, nearly cumming right there as the loose flesh filled with muscle, fibers strengthening until he had a singular ab of pure fitness, the muscle throbbing as that singular patched beckoned for more to join.

Two more bubbles popped up, one to the left, and one below the first ab, the defined ridges forming as it felt like he was being sucked into a mold, his torso shifting as the workout routine repeated itself. This time he was ready for the buckshot like pop of his spine, moaning as it now curved in deeply, its form hugged by the suit as the mush of his sides was condensed and compacted. At this point Ben had no explanations for the pleasure, the changes ramming through him, and so he decided to think "fuck it" and enjoy the ride, assuming this must be just some strange dream as he moved his hands to feel his abs as they hardened to iron.

It was like a puzzle piece slotting in perfectly, something he always felt missing forming on his body as the left and bottom plates throbbed and pressed into their shapes. He could feel the minute changes as blood vessels reconnected, a stronger, healthier flow allowing the muscle to contract and bristle harder, addicted to the feel of his pushing fingers being repelled as the flesh continued to compress and densify. It wasn't lost on him either the way his sides were starting to slope, a crinkle forming as the suit clutched a spot below his armpit, the formless area between muscles injected with life as they trembled, his arm feeling supported as the muscle cinched his side into a sexy, slim arch.

This feeling of strength being massaged into his body was now all across his abdomen, his cock twitching, his hips shifting to try and give it some breathing room as he felt arousal pound against his quaking form. There was a tight crinkeling noise, like a balloon about to burst, his moans increasing in intensity to panting as three final bubbles formed over his shrinking stomach. As much as he thought he was ready, nothing could have prepared him for the triple crunch, his shoulders thrashing as he squealed, cum gushing from his cock as his spine fully arched into a perfect curve, his six pack filling in the missing half.

It was just so unbelievably sensual, as if everything he hated about his body was being squeezed out in the most personal way it could, the thick white cum building over the ends of the latex before pouring out the thigh seam, glooping down to his knees as the thick, runny fluids firmed, baked into sheets of something by the heat of his own shifting body. Ben couldn't see below the all encompassing grip of the suit, but he could feel the warmth surging in, the skin baking as if left under the sun for weeks, his old, pale skin crumbling under the surging press of new, tanned, creamy perfection hugging his abdomen as the shedding left it raw to the touch. Ben had never been happier in his life, gasping, panting, feeling the need still present in his cock as that last orgasm had merely felt like a precursor, a stronger ecstasy teasing itself inside his shaft, almost buried between his hips as he began sweating up a storm.

It lubricated the latex's stroking, his back arching as the suit crinkled back, then forth, slow at first as it eased him into the shape of a crunch, then another, each back press squeezing his flat backside in, lines forming around his shoulder blades while the front rise popped the bubbles of muscle, each repetition making his core harder, tanner, hornier. Soon he didn't need the suit to do it for him, the structure of the exercise giving a rush of happiness to his brain, Ben not stopping until his entire core was a curved, muscled ridge of strength. There was a soreness that felt sweeter than even his orgasm had, the broken fibers of muscle he felt reforming, no longer degenerating but breaking to spindle back stronger, his core the sexiest he had ever seen or felt as more cum dribbled out as he fell back into a panting heap on his bed, lovingly gripping the expanse of muscle. It didn't matter how obviously feminine his core looked, he was in love, and he wanted more now.

The suit agreed, only pausing to let his sweat soaked abs pool that liquid, siphoning it upwards from his slumped position as it doused his nipples in it. It didn't take long for his nipples to start feeling agitated, Ben groaning as the strangest feeling spread from his cock on up. With so much constant arousal, his cock was constantly throbbing, doing its own pleasure based reps as his tolerance seemed to climb. What felt odd though was how the pleasure seemed to be expanding, a brief queasiness accompanying the sudden rush as each pulse stabbed upwards into his navel, sliding between the central ridge before splitting in two. From there the pleasure squirmed up behind his nipples, cupping under them as the pores widened, hungrily sucking down sweat as they swelled into teats as tender as they were hard, their added bulk clear through the skintight outline as the suit gladly tweaked them to Ben's wordless delight.

What could words do that his body wasn't already, his arms thrashing not because he had to, but because the broken shells of his rotator cuffs were being fixed, the slight pain of his shoulder blades crumbling under the suit's pressure not that dissimilar to the ache of exercise, Ben smiling as he waited for them to come out better and stronger, his whole body like one big string of muscle. His hands clenched at the sheets, pulling closer to his body as his humerus bones were winched inwards. By this point he had already lost half a foot of height, happy to shed more quantity for quality as he worked his shoulders, gasping as they clicked into place with two satisfying pops, their slopes ground to a thin curve, though with how much bulk and mass it had to displace, Ben was curious where the wasted flab was going, only for his head to slam back, a string of curses exiting his mouth as his nipples surged to life, greedily downing the fatty meal as they prepared to do some bulking up themselves.

Ben had never had the constitution for sex, his stamina low, his looks gaunt and his bones liable to break under the weight of another person. He was very quickly getting a lifetime of experience worked into his body as his cock was massaged, unbearable bliss forcing his capacity to grow as his body was getting titfucked, the fat stabbing into his muscle as the spongier stuff firmed. The bodysuit groped the rising flesh lovingly, being the phantom lover he never had as it walked him through all the basics of the new breasts. It was heavenly, his nipples squeezed, their rims constantly rubbed in circular motions, the rough, almost spastic groping satisfying urges Ben didn't even know he had as more cum streamed from his cock. He had been screaming so long that his throat felt raw, but just like every other part of him, that rawness quickly healed itself, his moans quivering higher as his neck receded some, the flesh starting to darken.

Below, the white patches around his knees finished forming after that last bout, the fibers connecting into knee braces that quickly wrapped around the knobbiness of them. It hardly surprised Ben to feel his knees suddenly being tugged upwards, his hands happily playing with his new tits as his gangly legs were held up almost to showcase their form before they were changed, his heart thumping as felt almost impatient for it to start. As if hearing his thoughts, the knee braces suddenly repelled, his hips creaking as he gave a loud grunt, thigh bones cracking as they split into a wide v, grinding against his hips. In one sudden move, they slammed back together, Ben groaning as his knees cracked together, his legs angling tighter as the resulting rebounds ran up his already splintered hips, the pale flesh of his thighs slapping oddly against his erect cock.

They spread open again, wider, more give in his hips as he could feel them splitting, gasping as the suit ran tight against his ass crack, grafting to his cheeks as bubbles formed on the sides and back. He knew what was about to happen, the insistent sucking on his hips and ass making him drool while the burn of exercise built, sweat pooling down his thighs as each slam together sent his femurs quivering, the muscle of his abs stabbing lower, swelling in his ass and thighs as he felt the burn quite literally. The next slam together sent him reeling, that pale flesh perking, the flesh writhing like it was being invaded by worms, yet the sensations were all ecstatic as muscle pumped into their twiggy forms. Each squirm sent cavalcades of sweat down, streaks of tan, fit smoothness rushing to meet the braces, the muscle giving a nice start to their shape, though it wasn't anything all that impressive when spread out over his absurdly long legs. It was as the muscle wrapped around his knees that the real fun began, Ben squealing as he felt a new force added to the in and out thigh clenches, the muscle pulling on his knees as his legs retracted.

Every horrific sounding CRACK was followed by its own ecstatic screech, Ben's femurs pounded into mush by his new muscle, the throbbing strength collapsing them to half their length, but the tradeoff felt tremendous as all that powdered bone and shrunken flesh melted into soft fat, each inwards squeeze heavenly as his shrunken thighs puffed outwards, joining the coils of latex in rubbing his cock to completion. It was like the reward for every ten reps he did, his cock blasting out sweet relief as the sore muscle relaxed in the flow or orgasmic bliss, only needing seconds to grow back stronger as his thighs continued their trembling smacks, fat rippling in his thighs as one final, absurdly flexible V that nearly made a straight line finally popped his hips in half, a tremendous rush of fat and muscle swelling into the gap.

"FUUUUUUUUUUUUUUUUCK!"

His voice cracked with his hips, his ass groped outside by the suit, inside by muscle, the flesh trembling as fat gave it a bounce that was awe inspiring to look at, a violent spasm ripping through his groin as his hips split to a full womanly girth, as flexible as a gymnast and as strong as a kickboxer. Ben left his tits alone, squinting at the pain flaring behind his cock, a severe muscle tear somewhere below his navel as he felt the gap squirm and grow inside. It was like his innards were being winched apart, his tongue lolling as pain and pleasure coiled tightly like a knot at his most sensitive of spots, his screwed shut lips slimming his jaw to size. A final tingle pulled through his tan throat, his moans gaining a tomboyish growl to them, quivering and yelping as he squeezed his core tightly, feeling something twitch  in the tear as the flesh around his balls puckered.

"GYYYYAAAA~! FUCK FUUUUUCK IT'S T-TWIIIITCHIIIIIING!"

He gripped the spot, massaging it, hoping to ease the tension as sweat ran tan down his forehead, his chapped lips swelling with a swirl of his tongue as he scrunched forwards. He felt it better that time, a muscular twitch in the tear as it widened, his balls throbbing as the tense movement made them pucker harder into the gap. Ben tried one more time before collapsing, moaning as his balls flopped out of the pressure zone, back to starting position. The next set he used his thighs as well, keeping them tense as he slowly spread them out, groaning as each inwards winch required him to squeeze his core tightly, rewarded with ecstasy beyond compare as he hit ten, the flesh of his scrotum so tight he could see every wrinkle ironed out as his shrunken balls had dug halfway into the aching tear, teasing the ridged sides before he screamed, cumming as his balls popped back to starting position, his innards throbbing as he decided to finish it with the next set.

It didn't matter that he was destroying his masculinity, the strength of his new body far more appealing than any useless gender could ever be, his brain throbbing as he caught his breathing, preparing to do a full set this time. Besides, what good were balls on a body like this? They could never be muscular, a glaring spot of weakness on what would be his perfection, bracing himself to not stop until he felt them become one with his muscle.

It felt like he was priming his cock in a way, his features continuing to crumble under the intensity of his concentration, ignoring the feeling of his nose carving down to a cute jut, his eyes widening to blue beauties under his thickly mascaraed eyelashes. He spread his legs, clenched his abs and began the thigh presses anew, feeling the gap below throb in time with the exercise as it nibbled on his scrotum. At five reps he could feel his balls outlined, the flesh smooth and taut as they dug into the muscle below. Doing another sent a ripple through them, the tender spheres diving now with each pull of his thighs. At ten his entire body was covered in sweat, any paleness gone as his skin was sun kissed, smooth and hairless, his balls now halfway inside as he hit fifteen.

Ben's pace slowed at twenty, the veins in his temples throbbing from exertion, fingers and toes clenched hard enough to draw blood as he did another thigh press, gasping at the tortured twitching of his cock, butterflies in his stomach as he could distinctly feel both of them rubbing against the gap. At twenty five he was cursing, moaning, trying not to cum, unsure if he would even have the energy to do this again, his balls faint humps above the loose, leaking flesh around his cock. Thick sludge pumped from his cock with every rep, the set nearly finished as he could feel the breaking point.

"T-TWEHHHNTY SSSSSIX!"

His hands collapsed, slender fingers digging into svelte palms, his arms quivering as tension alone compressed them down to the proper fitness, strength filling them as they clenched around his waist, adding to the power.

"T-TWEEEEEHNTEEE S-EH-EH-EHHHHVEEEEN!"

Sweat completely soaked his straw like hair, moistening it as the grey fronds spread down, cupping his cheeks, tickling his neck, as tears streamed from his shut eyes. Both balls were throbbing, trying to escape their demise as they swirled under the sac, Ben groaning as their jostling rammed against his half formed labia.

"TWEEEEH EEEEEEH AAAAAAAYYYYYT"

He could barely speak the numbers, his toes flexing as their own mini spasms worked out the kinks, slimming and lengthening their shape, giving his nails a healthy clear polish as his soles arched, shrinking down and gaining callus from years of martial arts and fitness training. Anything left over pumped to the back of his steely calves, an appealing roundness added to all that firm muscle as he strained to finish the job.

"TWEH EEE~ T-TWEH EEEEY~"

He paused, the pressure too much, the veins about to burst on his forehead as he tried to stay strong, knowing that if he failed here he'd likely never, n-never...

CRRRRUNCH!

"NIIIIIIIIIIIIINE!"

Saliva spewed out at the scream as her forehead crunched down, squeezing her brain as she felt the most important weakness of all, her mental fear, that barrier that had formed from years inside wrung out like sweat from a towel, draining from her eyes as the last tears she'd ever shed dried from her eyes, a cocky grin on her face as she remembered. So what if she failed here? That's why she trained, to get stronger, and the fear of failure only held one back, Bea not one to give in as she finished the set, screaming "THIRTEEEEEE~!" as her balls slipped in, never to reemerge as she completed her set with a burning hot orgasm.

Cum squirted everywhere, filling the latex suit as all the pent up lust of a life indoors came out at once, lubricating her body as the suit's grip felt all the more arousing as cum steamed out every seam of the latex. Some poured out her sleeves, turning to wristbands as it mixed with her sweat, more pouring out the popped collar of the suit, forming a white top with an orange fist logo that draped over her breasts, fluttering against her thrashing body. Her hands tried to stem the gushes sloshing out from her thighs, but it only left them covered, the backsplash splattering over her hips into a white and orange side slit pair of shorts. With a satisfied moan she fell to the bed, otherworldly satisfaction coursing through her as she flexed her new body, basking in strength and the afterglow of ecstasy, her cum covered hands soon graced with black, thumbless gloves, the fingers orange as she felt up her body.

It really was perfect, the swell of her biceps, the cut of her jaw, the way her hair misted when covered in sweat to cool her down. She felt it all, happy as a machamp at a wrestling convention, rubbing her nipples, feeling her breasts, touching every last ridge of muscle on her trained abdomen as she gave her booty a thrilled squeeze. And god did she love that aching wetness of her new folds, her hands moving to it, obstructed by a large rod as she looked down at her still erect cock.

"Huh? Oh right that was just the balls. Ugh, way to ruin a perfect moment. Though I might as well give it a good sendoff."

She tried pushing on it, jerking it, sliding a finger against the tip to no avail. It was only while she got it hard again that she found what worked, moaning cutely as it clenched on reflex, a stabbing surge in her pussy sliding inwards as it softened, a half inch slid in. From there it took another minute of getting it hard to clench it again, Bea having to work the muscles back into fighting shape before they could give her that moment of bliss as it slid further in, leaving her a panting, heaving mess by the end of an hour. She was frustrated, her cock just a mushroom tip on the outside, the rest half inverted as she felt constantly on the edge of an orgasm, her folds hot and needy, yet her cock just couldn't get hard anymore. How weak.

If she could have pushed it in herself it would have ended ages ago, but now she was stuck in this horny, flustered mid state, desperate for release as she squirmed.

"Ugh! Fine! If I can't do it from here then I'll go to where I can get some REAL exercise. Now where is that stupid gym..."

A half hour later and Bea was attracting quite the crowd, purposefully going to the male side of the college's gym as she accented every rep, a gaggle of muscled men looking at her lustfully as she finished her pre workout routine, giving them a steely glare as she toweled off, making her way to the men's locker room.

"Uh, this the wrong one for-"

"Shut up! I'm looking for a real workout and I still haven't trained the one part of my body I need a partner for. If you're a real man why don't you show me how good you really are, or is this all just for show?"

She pointedly ran a gloved finger up his muscles, before teasing back down towards his cock. It wasn't much of a shock that she was into guys now, though she still felt arousal towards the fairer sex. She planned to properly thank her friend who had made her so much better after this, but she could assume they were probably lacking in muscle in whichever form they'd be in. What she needed was strength, and lots of it, almost daring the men in the locker room as she slid her shorts off, not quite giving a come hither look as much as a "fuck me now or I'll break you" look.

It didn't take long to have some takers, Bea blushing as the first muscled jock grabbed her from behind, their rough hands on her tits giving her something she couldn't get from herself, moaning as her mushroom tip finally began to leak, a slight tug slipping it flush to the surface as it clenched tighter.

"Is that all? Well at least I know one person here isn't juicing. As I assume that's why none of you have the BALLS to fuck me!"

That finally got them going, Bea almost smiling as more hands began gripping her, pulling at her tits, caressing her abs, their horny eyes worshipping her body as the rustle of fabric was followed by the first cock entering her from behind.

"H-AHHHRDER!"

She ordered it, moaning as their rough handling made her malformed cock shrink further, each slap of muscle against her labia making the pathetic thing leak as it slid deeper and deeper inside. The suit acted as protection, never tearing, tight enough where every inwards thrust squeezed her breasts and core, Bea gasping as she felt her cock almost fully collapse inside. It needed one more push, and she was glad to take it as she spread her legs invitingly.

She tensed as a large, muscular shaft plunged into her bodysuit, finally squealing as she felt it stab deep into needy pussy.

"MORE!"

It felt amazing, yet her cock was still there, annoying crammed at the very back, her tight little slit needing to grow flexible as the cock shoved deeper, her body clenching as she felt every one of her muscles contract, a soft, but meaningful squish inside her folds making her buck as her pussy clenched, her partner cumming as she was left gasping, all woman and quite satisfied.

Her partners collapsed from satisfaction soon after, leaving Bea panting as she looked around, the disappointed stares of the men who hadn't had a chance to try her out pitiful as she glanced at the nailed in clock over the showers. To her surprise it had only been five minutes since the fucking started, her schedule clear for a while and she could feel her pussy throbbing as it firmed back up, feeling stronger and ready for more. She could thank her friend later, and perhaps give her other 'friend' some comeuppance, but first she just had to deal with the sorry sight before her.

"What are you all waiting for? That was just my warm up routine. Now come here and show me what a proper workout looks like..."

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