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Cary pulled his t-shirt off his long, lean torso, revealing the full, plush coat of velvet black fur stretching around his slim shoulders and narrow belly. The black panther's shorts went next, drawn down to his ankles as he leaned over, exposing the green and blue underwear wrapping around his plump, full tush. As he bent over, his tail lifted above his lower back, curling and twitching rhythmically to the faint beats of music still audible from the headphones laying on the wooden bench to his side.

The panther was about to stand and reach for his towel, still inside his locker, when he felt a pair of paws wrap around his thighs from behind, followed by the unmistakable and familiar feeling of a fat masculine bulge stuffed between the cleft of his rump, dimpling his underwear.

"Well, hello there, cutie," a deep voice said from behind the black panther. "I was waiting for you to finish your workout, you little tease."

Cary's muzzle spread in a wide smile, exposing the twin rows of gleaming white fangs. A bright red tongue licked across his plump black lips as he teasingly wiggled his hips backwards, realizing after a moment that the buff zebra he'd spotted staring at him earlier in the treadmill section followed him into the lockers.

The small panther stood five-foot-nine, but that was a far cry shorter than the much larger, heavier zebra digging rough digits into his hips and belly. Cary shivered as he felt the zebra's pendulous bulge ride up and down beneath his twitching tail, which flattened and curled around on itself against the shirtless zebra's chest, riding along the ridges of his pectorals.

"Thanks for being patient," Cary said, his voice adopting a teasing, submissive tone. "I... I didn't mean to keep you waiting..."

One of the zebra's huge hands slid up Cary's backside, following the curve of the flexible femboy's spine, and wrapped around the back of the smaller male's neck. The zebra's body flexed forward, pushing the panther up against the wall of lockers and grinding under his tail once more for good measure before turning him around.

Cary's flicking eartips barely reached the massive zebra's pecs. The black cat purred as he looked up, licking his lips again. He couldn't stop the hungry look in his eyes, which the big zebra fortunately mistook for a different sort of hunger.

It was a simple matter from there to get the zebra's shorts off, followed by the stuff boxers. Cary's nostrils flared as he inhaled the zebra's tantalizing musk. His eyes narrowed, then widened as a powerful black-skinned cock spilled from the big male's shorts, drooping out many inches over a pair of fat, potent balls. The panther's fingers and claws teased around the orbs as he lowered his head, not even having to kneel as the zebra's hips pushed forward, guiding the tip to his lips. The main part of the stalk bowed outwards, rubbing into the feline's smooth, soft belly and chest.

"Fuck... your fur is amazing," the zebra said, his voice strained already as Cary's tongue went to work around the tip of his maleness.

The panther took his time. He wanted to enjoy a meal like this. The big zebra was going to be very, very filling, and he intended to work out every ounce of the zebra's masculinity. The seemingly submissive feline purred louder as he dragged his tongue along the length, up and down, while both paws worked the base, pushing down the stretched sheath and teasing his paw pads along the smooth stalk. The zebra's groans echoed in the locker room, drawing more than a few glances from the other gym members as they found excuses to walk past that particular row of lockers.

Cary's cheeks bulged as he opened his muzzle wide and pressed down, but the angle was wrong to get the fat, hard zebra-cock down his throat, pinned as he was to the bank of lockers behind him. The zebra didn't seem to mind, content with muzzle-fucking the little kitty, both paws wrapped around Cary's head as his hips pumped steadily. Pre-cum rolled from the corners of the black panther's lips as his own maleness, unnoticed by the zebra as yet, pressed free of his own fat sheath. The thick maleness pressed out, fattening up with each heartbeat, until it was as thick as the zebra's length. The pink stalk began the long curl upwards as it continued to grow and harden, soon almost as long as the zebra's stiffness and half again as thick. The tip of Cary's pink cock flexed upwards, shoving against the zebra's broad, fat balls and smearing them in a thick layer of pre-cum.

"What the..."

As the zebra realized something was going on between his thighs, he pulled Cary's muzzle off. The panther gasped as strands of seed flung outwards from his lips. The zebra took a step back, eyes wide at the sight of the sickeningly massive pole pointing up from the short panther's hips. It was nearly as thick around the middle as the feline's hips and stretched high enough to reach his ears, but for the natural upwards bend fo the massive pole.

"That's... wow..."

"Oh, is it my turn already?" Cary asked, his voice a menacing little purr.

Both paws pressed out and down, shoving his fat meat level with the floor. Leaning forward, he had to stretch to grasp the saliva-coated tip of the zebra's flared shaft and lined it up against his own. The zebra's muzzle dropped and a look of bliss crossed his confused face as the panther's hips drove forward, grinding his fat shaft around the big male's stalk. The bulging outline of the zebra's cock flexed against the panther's urethra as he pushed forward further, until his fat tip smooshed into the muscular male's crotch.

"Nnnngghhhh... what... ooooh..."

Cary lifted his paws behind his head and leaned against the lockers, relaxed and casual now. His sharp little teeth bared as his cock went to work, rhythmically milking the zebra's staff, pulling and suckling at the large, sensitive erection. Warm and tight, it was irresistible to any male to want to hump hard and deep - which is just what the oversized, muscular equine did. His huge paws wrapped around the panther's cock, but couldn't even get halfway. It helped him stabilize himself as he pumped his hips forward, until his balls swung up and slapped against the panther's pink shaft, wrapping part way up the sides before falling back down against his thighs.

The zebra's eyes closed as the unique, incredibly pleasurable sensation continued. He'd only ever experienced this sort of pleasure once or twice before, when he'd met a fox with an exceptionally loose throat - and even that couldn't compare to the squeezing, the pulsing, the tugging and milking all going on at once along every inch of his fat fuckpole. The zebra's thighs tensed and his hooves slid across the cement, silicon shoes scraping, as he humped forward and then dragged himself partly out, over and over.

Cary's black-furred balls sank down his thighs towards his knees as the white and black striped stallion's teeth parted. A whinny echoed through the locker room, desperate and horny, a sound of pure lust as he began to cum straight down the panther's cock, filling the smaller male's balls further. They bloated outwards as the zebra's body shook, fingers scraping down the panther's stalk.

When they'd started, the zebra stood so much taller that his cock pointed down into the smaller feline's shaft. Now, after nearly ten minutes of solid milking and a big orgasm, the zebra's cock pointed straight forward. He'd lost nearly a foot and a half in height, though his shoulders and chest were still packed with muscle, making him look just as strong, only squat.

The panther didn't grow any larger vertically. Instead, his plush black pelt padded out in all directions, further hiding the muscle tone beneath a layer of pleasingly soft subcutaneous fat. The panther's hips flattened across three lockers as his tail puffed out from base to tip. His muzzle opened and a low groan floated past his lips as his sac jostled across his knees, the bottom swell halfway to his ankles already as the equine's hips crammed forward, still cumming, still experiencing an intense orgasm of pure lust.

As the minutes past and the stallion's moaning cries grew both in volume and pitch, the panther's belly chubbed up a bit. His smooth pecs rounded somewhat and his massive arousal flexed, fatter than his own hips by much more now, though he hadn't gotten all that much longer. The panther bit his lower lip as he felt his massive testicles drape across the floor between his spread legs, all while the zebra shrunk further. The black and white hide pulled tight as the muscle tone beneath it melted away, transferred from equine to feline through the huge stalk milking the stallion harder and faster yet.

The formerly big male could only whine and wiggle now, desperate as the pleasure shocked his spine and brain. His hooves tapped on the floor as he pumped his hips upwards into the feline's cock - he was almost down to five-and-a-half feet by now, with hardly any muscle left on his smooth, femboy body. He gasped cutely, lips pulling back to show his awkwardly large front teeth, and leaned forward, wrapping his arms around the panther's pink length.

"Mmmmmmfff... that's about enough," Cary grunted. The plump femboy's hips swayed as he pushed himself off the lockers. His slim belly, though soft and plush, was far thinner than his fat rump and powerful thighs. His smooth shoulders rolled backwards as he drew his hips back, dragging his suckling shaft free of the stallion's member. It was tiny now, no more than three or four inches, though it retained the medial ring and flare. His balls were the only part of him the feline left, so that the softball-sized orbs looked ridiculously huge as they hung across the skinny zebra's narrow thighs.

Cary reached out and dug his claws into the zebra's hide. The small male, just an inch or so over five feet at the end, could only cry out as the panther shoved him over the bench, ass up, and dragged his massive stalk down between the black and white striped thighs.

"There's no way... it'll fit!" the squirming zebra gasped.

"I'll make it fit, you wriggly bitch!" the panther said, his voice a snarl of lust and eagerness now that he'd cut the cocky muscle-zebra down to size. And with all that essence stored in his balls, thinking was getting difficult.

The zebra's eyes widened almost as huge as his rump. The panther's flexing stalk pulsed, splattering the inside with slick, masculine seed as it pried the male open, forcing his body to accept the incredible, heavy length. Cary's smooth, warm length was slick to the touch, almost rubbery at the tip as it contracted and pinched between the zebra's moving hips. The panther had to grab the twink's tail and pull sharply to get him to settle down as he drove almost a foot of his oversized fatness into the wailing zebra.

"Holy shit, that's hot," he heard someone from nearby say.

Glancing over his shoulder, the black panther realized a small crowd of onlookers formed, all with their cocks out - an assortment of males both big and small of many different species. Cary grinned, sharp little teeth showing off a ferocious smile.

"Anyone want to help me put this fucktoy in his place?" he purred. "He's gettin' too loud."

Another foot surged into the zebra's body, stretching his belly obscenely and urging another of those too-loud cries from the wriggling, skinny male.

From the crowd of onlookers, a large boar stepped forward. Shirtless, his huge barrel chest stuck out, framed by beefy arms and supported by short, powerful legs. As he walked around to the front of the zebra's head, he patted the black panther on the rump.

"Nice dick, guy," the boar said. He pulled down his shorts, revealing a blunt, extremely thick maleness. It's thickness belied a surprising length as he draped it across the zebra's muzzle, covering the bridge of his nose from his nostrils to between his ears.

"Oh, fuck me," the male gasped, eyes going wide again as the panther's huge balls sloshed back and forth, ready to unload an obscene amount of seed into the transformed zebra.

"That's the idea," Cary purred.

The boar's hips pumped forward, grinding his thick stalk to the back of the zebra's long muzzle. The small male's cheeks bulged, showing the outline of the boar's red length before it disappeared into his throat proper, forcing his head to press forward and elongate to accommodate the girth of the thing. Large muscles shifted beneath the boar's hide as he pumped slow and steady, grinding deep and holding himself there on occasion. The zebra was fully hard between his legs, his pathetic maleness shooting load after load of cum from his oversized black-skinned balls as his stomach distended further around the shape of the panther's maleness.

More than one of the watching males approached in turns, stroking themselves or using the zebra's paw on their cocks and leaving plenty of streaks of white criss-crossing the wriggling male's backside. But none of their loads could compare to Cary's. The black panther's hips surged forward, grinding his cock to the hilt inside the zebra, forcing his belly to nearly touch the floor beneath him. The stretched skin rounded out a moment later as the first full blast of male essence flooded his body. Cary's breath caught in his throat as he came, claws out, digging into the squealing, gurgling zebra's thighs and dragging him back as the force of his blasts threatened to pop him off from the liquid pressure alone. He held on tight, leaning back and grabbing at the male's ankles as the male's belly slumped into the floor, flattening and rolling as he inflated like a pool toy.

The boar's hips pumped deep and he leaned over, both hands squeezing the zebra's face down into his crotch. Thick white cum splurted from the skinny little cocktoy's nostrils ast he boar came, muzzle hanging open and tongue out below his white tusks.

"Yeah... nnnmmm... best blowjob I've had in ages," he said.

"You just gotta know how to encourage your toys to do their job right," Cary said, before grunting and thrusting, eliciting a quavering moan of absolute submission from the twinky zebra sprawled across his own bloated belly. "This little slut's going to be a lot of fun around here from now on."

The panther's hips dragged backwards as his drained balls shrunk to a more manageable size, having returned much of the zebra's own masculinity to him in a remixed form. The bloated and battered zebra, covered in thick, sticky seed, couldn't even get his feet to touch the floor as his massive stomach sloshed with cum. A river of seed fountained from his gaping tailhole, each pulse accompanied by a high-pitched moan of passion from the zebra.

Cary grinned as he straightened up. His huge length was noticeably larger than before and draped past his knees and massive sac. A steady trickle of pungent jizz dribbled onto the floor as he reached into the locker and grabbed his towel.

"Alright," he said, turning towards the crowd of males at the end of the lockers. "He's all yours - I'm done with the slut. For now."

As the black panther made his way to the showers, a chorus of moans and groans and sloshing noises echoed from the locker bay, following him into the warm, tiled steam room. He was only in there a few moments when the boar entered as well, his fat cock still half-hard.

"Hey," the boar said, taking the shower next to the hung panther. "You ever wanna find some subs together, let me know, huh?"

The panther licked his lips and glanced at the boar, whose impressively muscular body dripped with water as steam rose around him, carrying his musky scent to the feline's nostrils. The cat's thick length twitched in a rolling motion from the base to the tip and lifted slightly into the air as the familiar hunting smile spread his muzzle wide.

"Oh, I never have a problem finding cute little twinks to plow," he said, purring. "Want to know the secret?"

The boar's eyes closed as a wave of pheromone-laden panther-musk steamed up his breath. His cock lurched upwards, rock hard in moments, as the panther's hips swung around, pointing the fat pink maleness towards the tip of the boar's exceedingly thick stalk.

The cat leaned in, both paws stretching across the muscular chest of the boar as the tip of his maleness swallowed the hoofed male's fat crown. He leaned his head back, grinning up at the groaning dominant while his tail flicked in the water behind him. The boar's moans echoed over the noise of the water and the panther's heavy panting. Pleasure peaked in both of them as Cary's suckling, rippling shaft fully engulfed the big male's impressive shaft...