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"Hey babe. I see you pumping iron, but there's something else you could be pumping right now if you'd like. I promise it'd give you a full workout..."

Vanessa was annoyed, the same guy trying to hit on her again, his inability to take a hint or even a blatant no. A few times some of the other guys had had to interrupt, breaking things up when they got too heated but this time she was happy to see... actually she didn't even remember his name. It was pretty dead, just the two of them, a receptionist way out front and he had that cocky grin like he had finally gotten her where he wanted. It didn't surprise her, her schedule purposefully keeping her at dead times, making sure it'd be spread around that she was going to be there late most nights.

"We both know what you really want. Why'd you come when no one's around if you didn't want this to be our sexy little secret? The way you're eyeing me, I bet I'm exactly your ty-"

"Oh really... stud?"

She eyed him, the hulking buzz cut blonde muscled all over, looking half like a walking thyroid. He kept his aviator shades on, flexing in tiny gym shorts that kept his bulge very visible, a slightly stained wife beater peeking out his red and whit tracksuit top while his ankle length socks swiped against the padded floor. She flashed him a look that was all tease, eyeing him up as she grabbed a tall water bottle filled with what looked like red Powerade, giving up a peek of her cleavage as he stared entranced, the water bottle held out with a small bridge of saliva still connecting it.

"You sure you're my type? Though I don't mind someone who works hard. All that working out's gotta make a man thirsty, and after all these reps well..."

She wiped her brow with a towel.

"Can't help getting a bit wet."

He grabbed the bottle and downed it in four large gulps, missing the snicker as he put it down.

"Try me?"

He suppressed a slight cough, the drink stronger than expected, a faint glow spreading over him.

"How strong are you?"

She eyed the seated lat pulldown, smirking as he tossed the bottle after crushing it against his forehead, though she had to stop herself from rolling her eyes as he moved the load size to near the bottom of the stack.

"Oh I've got strength and endurance. You'll be struggling to keep up."

His muscles flexed, upwards of 250 going up with every pull, barely struggling all that hard to bear the weight. He was in a rhythm, the weights giving a loud clink every rep, barely able to hear Vanessa as she snarkily slipped in under one of the clinks, "Shame, I prefer weak twinks."

"Huh did you say somethnngh?!"

He was starting to struggle, trying harder to lift, the usual tear and build back cycle of muscle growth broken, only tearing as rep by rep his massive arms began to shrink. It was fun to glance at, the bulges withering as they strained, steaming out as sweat or dissolving to nothing. His pecs especially shrank, each rep harder than the last, his barrel of a chest slimming the harder he struggled. He looked confused, unsure of what was happening, refusing to stop, his whole body deflating the more he clenched his feet, and buckled down. Animalistic grunts gurgled from his throat as he tried one more pull, his shoulders slimmer, his arms nothing impressive, beansprout legs trembling as he squeezed his core for extra strength. The stack of weights lifted up and up, his waist puckering, each wheezing breath in sucking down muscle till he went from bulky to toned to nothing much. It was during one of the last few breaths that his weight fell below the lifting, his efforts not stopping so much as crashing as his beanpole body shot up from the bench, cracking his head against the top as he finally let go, groaning in a daze on the ground, feeling weak, confused, hot.

"You okay there?"

She picked him up, the former musclehead still dazed as she tutted at the bruise on his head, gradually teasing it with a finger.

"This is why I like people with long, dark hair. At least you'd have cushioned the impact. Yeah I bet you'd have barely felt it at all."

He was sighing now, each stroke of her finger feeling less of that fresh buzzed prickle and more conditioned, probably feeling weird as his buzzcut sprouted months of growth in seconds, Vanessa urging on the style as it crept down his cheeks.

"Yeah a slightly messy cut at the top with long bangs tucked over your ears. That's definitely my type."

The guy stirred, rubbing his head and looking confused when he felt the silky black threads, Vanessa giggling as he began to freak, tugging at an overgrown lock.

"Wh-What? No that's not- OW! Fuck I- Oh god my fucking muscles we need an ambulance we ne-"

"We're not talking about what you need, we're talking about what I want." She could see a flicker of realization on his face, feeling him start to push away, but she just continued on.

"And what I want is a cute subby bitch who can't resist orders."

She let him take two steps, giving him a bit of hope before calmly saying, "I don't remember telling you you could go. Stay."

He stopped, finding his legs unwilling to move, an erotic rush of pleasure swelling at following a command, his cock the only hard looking thing about him as she stalked towards her helpless victim, grabbing a stubbly cheek with her hands as he whimpered between clearly aroused coos.

"Please I'm sorry I-I don't know what you want-"

She pinched his lips shut.

"I'm telling you what I want honey. You're my type right? You're a cute, nerdy, sub."

His lips were swelling in her fingers, the aviators losing their tint, Vanessa kissing her struggling suitor as she lightly traced the outline of his cock.

He wanted to leave, but her words were just too commanding, her fingers teasing his cock with a level of skill that was hard to say no to. And each moment he followed one of her orders made the pleasure grow, his body shivering. Fuck he was supposed to be the one who took control, the alpha leading all the others, but her touch just made him want to melt...

"There we go. You're starting to get it Julia."

His stubble was fading, the desire to be cute softening up his cheekbones as his sunglasses faded to clear lenses, his pupils dilating as he grew terribly nearsighted, the lenses thickening as she stroked his brow, thinning each one to a thin line. Now her lips were touring the contours of his face, kissing his chin rounder, lightly sucking his cheeks to round, cute arches, her nose slowly shaping his upthrusted pug to a more refined jut. And his lips, he definitely felt each pucker as they grew, his coos as horny as they were scared, her own teeth lightly biting a plump bottom lip as she gave his cock a squeeze, his wide eyes slanting as he gave a cute, chirpy moan.

"That's it. I know you wanted this Julia, but there's a problem. I can barely reach your lips like this. You know I like short girls."

Her hands pushed on his shoulders, muscle and bone offering no resistance to her desires, his groans eking out pitifully in the empty gym as push by push he fell from over six feet to the cusp of the four's. She now towered over him, his heart thumping, the thought of how helpless he was fueling his subby tendencies, that hungry look in her eyes as thrilling as it was horrifying, but there was one thing that bothered him.

"J-Juli-HKK b-but my name's-"

"I like your name Julia."

She squeezed again, Julia moaning, trying to tell her his name was Julia. Or... wait no he was Julia he was- Fuck fuck-

"And I love those meek, sultry altos."

"Noo s-staaaaaahhp~!"

He couldn't leave, each stationary moment making the orders throb in his brain, the pleasure too strong to fight, her breath sweet on his lips, her closeness intoxicating. Sure he should be worrying about what she'd change next, but a growing nag at the back of his thoughts was concerned if he was cute enough, his moans certainly cutesy but there was the rest of him too...

"Ahh~!"

It was a slow massaging pulse that worked its way up his limbs, that thought of cuteness taking over his thoughts, fingers and toes twitching as they slendered, arches and nails exaggerating, his weak beansprout arms gaining a certain conditioning to them that Vanessa began to fondle.

"I see you learn fast huh? So many people are just all talk, but you must REALLY want to be mine, but you know what I love in the bedroom? When I want to cuddle with your cute little body?"

Julia was twitching, hanging on every word, his cock straining  as her fingers ran down his unimpressive pecs. There were a few soft crunches as his shoulders rounded, his shirt billowing down as the neckhole slipped past his shrunken frame, leaving his nipples exposed as she tweaked them with her pinky and thumbnails.

"I like to hug a petite, curvy waist, and rest my head on..."

She waited, letting Julia squeak as his sides caved in, his flat belly sucking in like he was trying to fake his weight, never dropping down as he wriggled under her touch as each word broke through his attempts at holding back, his voice cracking as he bucked under her grip.

"Two-"

His nipples perked, large pink buttons brimming with sensitivity, feeling like she was teasing his cock thrice over as pre cum bubbled up.

"luscious-"

He was screaming, feeling fat bubble up behind his nipples, her fingers driving him wild as each tease spurred on their growth, each flick its own ecstatic experience as he came.

"pillows."

Julia toppled over, the weight of his new breasts jiggling as Vanessa grabbed her subby boytoy.

"You know I might be gaining a new appreciation for the clumsy type. You just look so cute falling down. But I do like my partners well balanced."

Julia was trying to get to his feet, groaning as his ass suddenly felt slapped, more cum dribbling onto the mats as his growing ass cheeks swelled to near bursting, the change in his center of gravity making him slam onto his breasts with a high pitched squeal.

"P-Please I caaaahn't take this. I-I'll do anything you want!"

He was trying to stop the pleasure, his cock pumping constantly, his balls running near empty.

"Oh I know that already honey. But you're so much cuter squirming on that floor."

"Wait I don't- KYAAA~!"

His breasts swelled further, squished against the ground, now the size of ripe watermelons as a rough force speared into his ass. Julia's balls puffed weakly as his prostate was squeezed, the pressure of his compacted ass cheeks crushing it, his entire body shaking as a gap fucked its way into his hips, spreading them apart.

Julia's face went slack, a dull look of pleasure as he drooled, his hips wider now, letting his ample ass jiggle in the air as he waved it around, his thighs bloating as he wriggled cutely on the floor. Vaguely he realized he was putting a show on for Vanessa, turned on by the helplessness, her gaze making his heart flutter for something beyond just lust as he tried to ignore it, mewling as a weak sputter of thin cum trickled from his squeezed cock. Every few seconds there would be a buildup of nothing, his cock aching as it puffed out tiny driblets, Julia looking towards Vanessa as he rolled over. Shit he was acting needy wasn't he? He was playing right into her hands, her lovely, controlling-

"Ahh~!"

A wetter feeling release down below, his balls aching to give in, the more time passing the more he was tempted to beg her to do it already, the edges of her lips curling into a smirk as he gave a pleading whimper.

"Oh did you want me to finish you off? I mean I do like my girls to have stamina..."

"N-No I don't- HKK FUCK FUUUCK OHHH~!"

At the word 'girls' his balls tightened, Julia gasping as they rammed halfway inside, not quite fully in, but leaving him constantly on the edge, that teasing taste of penetration alarmingly enticing to him as Vanessa leaned over, sighing as to his surprise, she helped him up.

"Well I wouldn't want to force anything on you."

She smirked at that, Julia squeezing his thighs together, his lips quivering as his heart continued to flutter. Having her touch him was making him feel all sorts of weird desires, his cute voice panting as his balls slowly worked themselves inside, his flattening crotch rubbing against her thigh with intense need.

"I-I don't? I-"

He didn't know what he wanted at this point, Julia never all that good at impulse control and despite how resistant he had been at first, the pleasure was doing something to his brain, his cock feeling increasingly wrong, like he knew Vanessa didn't want it there, and the thought of pleasing Vanessa made him feel so-

SCHLIICK!!

"AHHH~ AHH V-VANESSAAAA~!"

His balls were swallowed by her wants, his own subby needs thrilled at the feeling as they thrust inside, a hot bath of estrogen making his hidden emotions swell to the surface, Julia feeling lightheaded as she stumbled, Vanessa letting her down softly onto a pink exercise ball, her left hand exploring his new slit as clear fluids began to gush.

"You're sending me mixed signals here babe. I've been telling you what I want, now what do YOU want?"

It felt too good to have her tease him like this, his hand joining hers as they fingered his deepening pussy together, moaning as each thrust made his cock wilt a little smaller, a little softer.

"I-"

He was a man wasn't he? But was he ever actually happy before? Most people just seemed to tolerate him and he never felt so needed before.

"I-I!"

Julia was rolling forwards, thrusting into their fingers, moaning as his cock squeezed against the plastic shell, rolling it tighter inside his leaking pussy, Vanessa knowing just how to rub to pleasure both, letting him feel just how much weaker his cock's pleasure was compared to the hungry cavern desperate for her lover's touch.

"I WAA-AA-ANT~ TO BE YOURS!"

Vanessa was smiling, seeing his clothes shift without any help from her, his socks climbing up to pink thigh highs, his breasts swelling one final time as Julia thrust harder into their fingers, their hands clasping together in one final dive as their thumbs pressed his tip inside with one last push. Julia twitched, nearly falling off the ball as she giggled, their hands leaving her snatch with a wet pucker as she sucked on her juices, flashing Vanessa a saucy little look.

"Alright babe. I think I'm tired of the gym."

"Oh really now?"

Julia giggled, looking at the machines, wondering if she could even lift just the bar with her new body.

"Well, some exercises you just can't do outside of the house. Well you can, but I don't think you want to lose your gym membership do you?"

Vanessa thought about it a second.

"Hmm, I did just make it much better. It'd be a shame to lose it now and we have so much to find out about one another."

Julia thought she had a good idea of what her new girlfriend was like, but given all the surprises she had already, she was excited what else was in store as she hugged her girlfriend, ready for the future.

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