Gym comeup

Story by evablame on SoFurry

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It was rare when Shlar was in town, but when he was, he always wanted to visit his favorite gym. It was one of the few places that had weights that could give him a little pump. They had the multi-ton plates that he owned in his home gym, but not nearly as many as he owned. He went in and quickly changed from his city clothes to his gym singlet. He enjoyed the feel of his muscles encased in the fabric and the looks he got while he wore it. But he wasn't there for looks; he was there to enjoy a quick workout. Shlar walked onto the gym floor and headed straight for the free weights. As he was headed to a squat rack, he overheard a conversation. An unicorn and fox were standing next to a bench. The unicorn was quite a bit bigger and taller than the fox. One could tell at a glance the fox was new to the gym and the unicorn was a veteran. The unicorn stood a full two heads higher than the fox and at least a hundred pounds more than the smaller fox. "Beat it wimp! The gym is for studs like me!" "But I was here first. I'm not done yet." "Doesn't matter nerd! I'm going to use this bench. You can suck my dick as you watch these muscles work." To emphasize his point, he flexed his chest in the fox's muzzle before pushing him away from the bench. Shlar's eyes narrowed at this scene, but he bit his tongue. He was here to work out, not to draw attention to himself. But the longer he was there, the more angry he became. The unicorn went out of his way to torment the smaller fox. Not only would he leave his bars loaded with weight after he was done, but he would follow the fox around, taunting him, flaunting his muscles and taking the machine or exercise he was using. Shlar was unusually distracted by this. The unicorn's displays were pointless to a true Alpha. Shlar ground his teeth, pissed at how the unicorn simply pretended. All of the unicorn's actions ruined the environment for Shlar, to the point where he couldn't focus on his workout. Shlar decided then he would teach the unicorn a lesson. Shlar retired to the locker room and waited. It didn't take long for the unicorn to finish his workout and enter. He went to a locker and started to undress. Shlar walked up behind the fur and slammed him into the locker. The unicorn let out a yelp of surprise before spinning to see his attacker, "What the fuck, man!" His words hung in the air as he saw the mammoth beast standing in front of him. Shlar stood there, naked, holding his jockstrap in his hand. His fists were balled and his muscles throbbed as he stood there. "I saw you out there. You think you're so big and bad, but you're nothing compared to an Alpha. I despise how you pretend to be an Alpha, but you're doing nothing but giving us real Alphas a bad name. I'm going to make sure that you'll never do that again." The unicorn opened his mouth to protest, but was quickly silenced as Shlar stuffed his jockstrap into the unicorn's muzzle. He then deftly grabbed the smaller unicorn and tossed him onto a bench, pinning him beneath his massive bulk. Shlar lined up his hard cock, sliding it between the unicorn's waiting ass. The unicorn shook his head fiercely but Shlar had no mercy as he thrust the head of his massive cock into the unicorn's ass. The unicorn shrieked into the jockstrap as he was penetrated. Shlar growled fiercely at the smaller fur as he filled his tight ass with inch after inch of his thick cock. The unicorn wiggled and tried to escape, but only succeeded in getting his ass even more wrecked. Shlar's thick cock swelled and pulsed as he stuffed more of it into the unicorn. Shlar's grip tightened on the unicorn and he pressed down a bit harder, displaying his strength and domination to the unicorn. And much to the chagrin of the smaller fur, his hefty horse cock was fully hard, thanks to the elephant's skillful fucking. But the unicorn was in for a surprise even larger than the pachyderm's penis. The unicorn's cock continued to grow harder; harder than he had ever experienced, but it started to cool as the elephant cock in his ass grew hotter. Shlar continued to fuck the unicorn and the unicorn could feel his cock tighten and grow colder as the sensation of fullness increased in his ass. With each thrust, the unicorn could feel the elephant's cock expand larger and thicker, while his, much to his surprise, grew smaller and thinner. "Yeah, you're starting to realize it, aren't ya. Feeling that huge cock in your ass getting even bigger. Feeling your cock get more pathetic. Getting weaker and weaker while I get even stronger." The unicorn moaned weakly as the elephant continued to thrust in him. The unicorn couldn't deny the pleasure he was feeling, even as his manhood diminished. Shlar continued to fuck the unicorn, and slowly, the muscled beast started to grow. The elephant's already massive physique began to inflate with power, and with each long thrust into the unicorn, the unicorn's muscles began to shrink. In addition, the unicorn started to become more frail and feminine as the elephant fucking him grew more masculine. Shlar's growls grew deeper and more macho as he jack hammered the unicorn. And with each thrust, the unicorn's ass raised against his will. Shlar size continued to increase as his cock stretched out the unicorn, and each thrust grew harder, penetrating the diminished unicorn deeper and deeper. The unicorn groaned lustfully into the jockstrap as he felt himself being drained by the mammoth pachyderm. His voice shocked him with how effeminate it sounded as the elephant's cock filled him more and more and the sex became more savage. Shlar's thrusts became more powerful as he drained the strength and cock of the male beneath him. He continued to balloon in size and power as he fucked; each and every part of him swelling with mass as the unicorn surrendered the little muscle and manhood he had left. Finally, with a roar that shook the lockers, the elephant came. The unicorn also climaxed as the elephant's cock pulsed in him, draining the last drops of muscle, cock and masculinity. The unicorn was shocked that he felt little to nothing during his orgasm while the elephant shot what seemed to be gallons into him. Shlar released his death hold and stood up. The unicorn turned to look at the elephant and his eyes began to water from what he saw. Before him was a true muscle monster. While the elephant was sizable to begin with, now he was mammoth. His muscles were larger, thicker and more defined, all while being covered with a thicker and more masculine layer of body hair. Shlar flexed his arms a few times, causing the giant balls of muscle to swell, pumping full of blood. The unicorn was awed by the presence and vascularity of the elephant, but was soon distracted by the mirror that lay behind. The unicorn as shocked to realize that he was a shadow of his former self. He used to fill out his tank top, stretching it along his shoulders. Now it hung on him like a dress. His formerly large frame was now almost skeletal. Every muscle he once possessed was now gone, leaving him looking weak and emaciated. In addition, his pride and joy, his foot long horse cock and large balls had become null, now a part of the massive elephant before him. The unicorn ripped the jockstrap from his mouth and asked, "Why!" He was shocked to hear how girly his voice had become. It was beyond prepubescent. He could easily be mistaken for a female. In fact, now that his cock and balls were gone, along with all his muscle mass and his body hair, he was sure most would think he was either female or a preteen. Shlar wiped his dick off on the unicorn and loomed over him. That simple action caused the unicorn to lurch back in fear. Shlar smirked at the smaller fur before heading to his locker. He got dressed, marveling to himself at his newly acquired sized. Then, without any fanfare, he headed out of the locker room. As he was leaving, he said one final thing to the unicorn. "Enjoy being treated like you treated everyone here."