FSE

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Byron held the door handle and looked through the tinted glass. The exercise equipment inside wasn't just intimidating to him, it was downright alien. He had never been to a gym before, but he was tired of seeing slim lines in the mirror and carving his fluffy wool in such a way that he appeared to have muscles, and he was exceptionally tired of being mistaken for a girl. Sometimes the bigger, more masculine Pokemon who hit on him didn't even stop when they found out he was a he. The Mareep thought some muscle mass and the supposed confidence that came with it might make life less stressful.

He was about to dismiss the idea when someone inside came to the door. It was just bad manners not to open it, and so he did. A tall and taut male Ponyta let himself out. He said, "Hey, thanks."

"No problem," the Mareep replied. Then, wondering if the Ponyta - or anyone else - was watching, he let himself inside.

The Mareep had some expectations about gyms. He thought they were grungy places which stank of BO and astringent disinfectant in an endless battle. He thought the patrons would all be basically the types of men who hit on him. Instead the place was modern, even cozy in places. There was no music playing, no TVs blasting, but plenty of young adults like himself exercised peacefully, some with earbuds in, some chatting and spotting each other.

He stepped up to the check-in counter. Behind the desk was an imposing figure: an Incineroar. Although the species tended heavily toward males, this one was female. She shot a friendly, but toothy smile at the small sheep-like Pokemon and said, "Yours is a new face. Name's Carla."

When she stuck her burly paw over the counter, it was everything the Mareep could do to force himself to take and shake it. "Um, I'm Byron." After a moment he added, "Please don't call me Ron."

The Incineroar chuckled. "I'll call you whatever you like. You here to sign up? Need some guidance?" She planted her paws on the counter and leaned over it somewhat. Her breasts were mere handfuls, but the tank top she had on made her cleavage apparent.

Byron tried not to stare. He was good at looking at the floor and did it now. "Well, you see-, really, I just want to... to bulk up, some. Like you."

"Bulk up, hm," Carla murmured. "You're gonna need more than just a gym membership for that. Gonna need," she started listing the items off on her fingers, "a strict regimen, diet plan, personal trainer. Basically, it's a lot of work to maintain a physique as ripped as mine."

The Mareep glanced up at her. "I, uh, I just want guys to stop... thinking I'm a girl."

Carla snorted. "What, you, a girl? I don't see it. Nah, you look pretty male to me." Again she leaned over the counter, a smirk showing her teeth. "But I think I can help you out."

"Okay. Uh, thanks. When do I-?"

"Right now," Carla said. "Someone else can man the desk." She stepped around it and took the Mareep by the shoulder; her grip was gentle for her size, but the weight of her arm startled him. "Doesn't look like you brought any gym clothes," she said, "so for right now, you can just work out in the private area. That's part of the Platinum Membership, kinda pricey, but don't worry, we'll get all that sorted out later."

Byron walked with her, letting her guide him. His anxiety was almost unbearable, and her touch - even as benign as it was - made it so much worse. He didn't say a word until she took him through an unassuming wooden door in the middle of the wall-to-wall mirrors which lined the rear of the gym.

"Um, so, the private area, nobody will bother me, right?"

"Well, they won't if you don't want them to." The door led into a locker room. Unlike the grimy, musky locker rooms he remembered from school, this was clean, modern, and smelled pleasantly of air freshener.

Without warning, Carla peeled her tank top up and off. Byron yelped, "What are you doing?"

The Incineroar chuckled. "Did you read anything about this gym before you picked it, Byron?" She stood with her breasts bare, unashamed of her exposure.

As if he'd never seen a set before, the Mareep stared stupidly at the Incineroar's breasts. He stammered, "Well-, it's-, it was the closest-"

She laughed, but the sound was good-natured. "Oh, I get it. No research, you just went for the shortest walk possible." She clapped one of her big, warm paws on his head and ruffled his plush wool until it crackled with static charge. "Well, hey, give it a shot. You might just like it here. No better way to build up some confidence than to get used to strutting around naked."

Byron backpedaled, then smoothed down the wool on his head. "I don't-, I'm not much of a nudist..."

Carla studied him for a moment. Then she shrugged and said, "All right then. Would've been fun, though."

The Mareep glanced at the door behind Carla. Timidly he asked, "Would it have been?"

"I think so." A grin, and she tickled his chin. His cheeks warmed. "I'll even give you your first month half-off, if that helps. Just 'cause I've never trained anyone as cute as you."

Blushing and suffering from an erection, Byron said, "All right, okay, fine..."

"Great," Carla said, and unceremoniously peeled down her shorts. She had no pubic hair, only short, groomed fur on her pubic area; the split of her labia was subtle but drew another tactless stare from the Mareep. "Now you, studmuffin," she said.

It surprised Carla that the Mareep peeled off his clothing so readily. She didn't want to spook him with encouragement just yet, but she thought it was a positive development. After they'd both stashed their clothes in lockers, she led him into the back room.

The back room was, in some ways, what Byron had expected from the gym to begin with. Odors of sweat and musk filled the air, and he saw no shortage of well-built Pokemon taking full advantage of the equipment. He worried he might become the subject of ridicule, and he kept close to Carla.

"All right, I understand you want to be muscular," said the Incineroar as she took him near a bank of treadmills, "but you really need to start off with some cardio. You can't go putting on a bunch of muscle if your heart can't take it." She jabbed a finger into his chest and grinned.

"Um, you're the trainer," Byron murmured. He glanced down the row of treadmills and saw a tall and muscular Machoke running at a respectable pace. He glanced at Byron and gave a friendly nod.

Carla programmed the treadmill for him. "You're not as out-of-place as you think. Believe me, nobody here cares if you're short, tall, fat, thin. Big dick or tiny one." She chuckled. "We're all just here to exercise in comfort and privacy. Press here when you want to start."

Byron looked at Carla and recoiled when he realized he was staring straight at her breasts. "Sorry," he muttered.

She laughed softly. "If I was shy about my tits, buddy, I wouldn't be in here. You wanna look? Look."

"It's not that," he said, stepping up on the treadmill. "I just didn't mean to."

He started the treadmill, which slowly ramped up to its programmed speed. Before long he was jogging comfortably. Carla stood nearby, watching, offering polite corrections on his posture. "There you go," she said encouragingly. "Seems like you're doing well. How about we go a little faster and add some incline?"

"Well, if you think so."

Carla did. She worked the controls without looking at them; the treadmill's belt sped up and tilted several degrees.

Now Byron was huffing. His pale blue skin, where the wool didn't cover it, was beginning to glisten with sweat. Unabashedly Carla drank him in as he exercised, eyes roaming his soft, round ass cheeks and modest, but not necessarily small genitals.

"I ought to tell you, while exercising is always a good thing, you look pretty good without a lot of bulk."

Byron looked at her demurely. A smile tugged the corners of his mouth. "Do you think so?" he asked, huffing softly. "I just-, I think I'm girly."

Carla leaned over the controls of the treadmill, breasts hanging over the touch pads. She swished her tail and growled, "Girly isn't so bad."

The Mareep stumbled, but Carla caught him and laughed. Expertly she hit the controls and stopped the treadmill before he could trip again, and Byron wound up in her arms, face mashed into her cleavage before he pulled away from her. Now he was blushing terribly and his penis, a modest but uncut thing, had begun to stir.

"Sorry, I'm sorry, oh gosh," he groaned. "I'm such a klutz..."

"Maybe a little bit," she snickered. "I think that's enough jogging for now. Maybe we can try something a little more personal. Come with me."

Byron followed the Incineroar closely. Despite his nervousness and the lengths he'd gone to to avoid staring at her breasts, he looked closely at her bottom. It was taut but round, plush enough to still be feminine. She glanced back at him and said, "You better not be staring at my ass."

"No! Of course not!" Byron exclaimed, far too loudly.

She grinned toothily and swished her tail across his face. "I'm messing with you. Stare. I don't mind. I was staring at yours when you were on the treadmill."

"I-, you were?" He sounded baffled and embarrassed. "Oh, I'm so nervous here..."

Toward one end of the spacious gym were rows of yoga mats. Currently nobody was using them; nude yoga was scheduled separately from general gym hours. It turned out that having flexible MILFs and testosterone-filled fitness bros in the same room led to increased amounts of inappropriate behavior. Not that Carla cared, considering her plans for Byron; and not that lewdness was banned at the gym altogether. She sat on one of the pads, legs parted, and patted the space between. "Sit down with me, Byron. Did you know sex burns lots of calories? It's pretty good exercise."

The Mareep was blushing and trembling, and despite the implicit offer he lost his erection due to his nervousness. Under Carla's instruction he sat in the crook of her legs, and she pulled him close to her muscular body, shoulder blades bumping the soft mounds of her breasts. "You're unbelievably tense."

"I've never done this," he frankly admitted. "I'm sorry. I'm probably not going to be good at it."

"You'll probably last about fifteen seconds," Carla agreed. She slid her warm paws over his fluffy body, and she found she liked the way his wool crackled with a charge and tingled against her form. She licked his neck, where his skin was bare, and he shuddered for her.

"Um-, Carla?"

She rumbled hotly. The scent of her lust was in the air, thick and feminine. Her paw closed around his flaccid penis, then began to knead and tug back the foreskin. Byron groaned and pressed against her.

"You want me to stop?" she asked.

"Keep going," he answered, quickly. "Please."

The Incineroar smiled. Byron stiffened in her paw. She eyeballed his length as five, maybe five and a half inches. Not bad at all, certainly not the smallest she'd ever had. Her hot fingers masturbated him slowly as he huffed and gasped and wriggled against her. His wool crackled with power, discharged into her body, made her flesh tingle. She licked one of his striped ears, bit it teasingly, and hissed into its cup, "You still want to bulk up?"

Byron leaked precum through the lion-like Pokemon's fingers. His toes curled. He reached back and pawed over her nude body, touching hips, rump and thighs clumsily but eagerly. "I-I'm not sure," he said in a quivering voice. "I don't know..."

"Up to you." Her fingers glided on his penis, stroking and gripping it. Her opposing paw slid over his body, sluicing crackling wool through her digits. She slid her paw up to his neck, tickled his chin, and pulled his snout to the side. Their lips met in the shallowest of kisses; she mewled, "You're pretty hot without being some big dumb meathead, Byron. Think I'd be feeling you up otherwise?"

He didn't answer. His heart was pounding, penis throbbing. He panted against her lips. Carla kissed him and slipped her somewhat abrasive tongue into his mouth. She licked the roof of his maw, and he in turn licked the tender underside of her tongue.

Without warning, Byron came. He moaned into her maw and his wool discharged in a loud but harmless snap. His seed shot through her fingers, spattering on the tile; some of it she caught, and it webbed in her fingers and fur. She lapped out of his maw and left him panting. He said through a moan, "I'm so sorry, I've never-, I'm sorry."

"It's oka-a-ay," the Incineroar cooed. She rubbed his penis, kneaded it slowly and softly; he bucked into her paw, fucked her grip until, several moments later, he began to squirm and gasp. She let go and giggled, "Too sensitive now?"

"Yeah-, yes," Byron huffed. "Um. Thank you."

"You don't have to thank me for that, silly. But you're welcome." She kissed his cheek, his neck, and nibbled him softly on his jawline. "Just relax. Bet you'll wanna go again soon."

The Mareep nodded. "Um, well, yes. Yes, if you're okay with that."

Carla chuckled. She didn't expect him to last much longer when he finally had pussy, but she was a trainer, after all; she wasn't expecting greatness his first day. She kissed him and said, "You just stay put a minute. Let me go get you something to drink. You're awfully sweaty, you gotta keep hydrated."

Byron watched her muscular yet round ass cheeks grind together as she walked. He shuddered at the sight, and he thought about the absurdity but also the good fortune of his day. Then he glanced around, thinking for sure someone was watching. Instead he just saw the Machoke from the treadmill walking by, heading for the weights. He winked at Byron and said, "Nice catch, bro. Carla's super picky."

"Um, thanks," he murmured, and managed a lame smile.

Soon Carla returned with a lemon-lime flavored sports drink. Byron thanked her and had several deep drinks, but when the Incineroar knelt beside him, he looked up at her and asked, "So, uh-, more exercise?"

She grinned. "Is that really what you want to do?"

Byron looked away. "No. Not really."

The Incineroar pushed him and he fell on his back, but the only noise he made was the whisper of his wool on the yoga mat. She grabbed his thighs, spread them, touched her nose to his warm, soft penis and kissed its underside. "Not a bad cock," she growled, tail flicking. "Trick is learning how to use it."

"Well-, well, I've never exactly-," Byron murmured, but Carla took his meat past her soft, smirking lips. No sucking, only the idle brush of her tongue and the humid heat of her maw - but that was all he needed to lean back and shudder. "Oh, gosh..."

She chuckled with a mouthful of his penis. He was so delicate and effeminate, but that happened to be how she liked her lovers. With a little growl and a touch of a purr, Carla began to suck. Her tongue - rough but pleasant, the typical feline tongue - slid over his shaft, curling, twisting on it.

Quickly Byron stiffened. Dribbles, then spurts of precum shot into the Incineroar's maw. He needed a hand to prop himself up, but with its twin he dared to touch her head. He felt over her ears, rubbed her cheek, and listened as she purred. He took it as his cue to keep petting her.

Slowly, softly, Carla bobbed on his penis. Wet suckles smacked in the air. The Mareep shivered, said, "That feels incredible. You're an amazing lady."

It made her smirk, knowing how much he loved the most basic blowjob imaginable - but then, she was here to train him. She pulled back slowly, giving a sigh as her mouth cleared his cock. Saliva briefly bridged her lips to the tip of his cock which pulsed in the open air, dribbling its musky precum.

"And you're a cute little guy, Byron," she growled, tail flicking over her upturned, round rear. "How about we move onto something a little more strenuous?"

He eyed her nervously. "Like-, um, like what?"

Carla disarmed his anxiety with a warm smile. She moved over him, kissed his lips and tentatively snaked her tongue past them. To her relief he took the kiss well, even returned it, and he cupped one of her small but pert breasts. Briefly their tongues intertwined and she grasped his penis; Byron left the kiss with a shudder.

"Glad you were okay with that," Carla purred.

"Um, what?"

"Kissing after your dick was in my mouth." She grinned. "Bothers some guys. I don't get it. Not like it was some other guy's dick."

The Mareep blushed when what she said settled in. Before he could get too far into that train of thought, Carla pecked a smooch on his cheek, then laid back on a neighboring mat. She looked to Byron like a sunbather on the beach until she spread her muscular legs, then the folds of her sex with two digits. He stared stupidly at the humid pink between her thighs. His penis was stiff as iron.

"Oh-, oh, gosh," Byron gasped. "I've never had-, that..."

"Pussy?" Carla snickered. "Well, you ought to. Come on."

Byron had a thousand questions but he was hopelessly tongue-tied even at the best of times. He nodded and he knelt between her thighs, gripped his cock, and touched it to the pink she was offering him.

"C'mon, babe," Carla growled, shooting her big toothy grin his way. Her tail coiled around his leg. "Put that big dick inside me."

The Mareep licked his lips. He pushed inside of her slowly, almost daintily, like he was worried he might harm her. As her hot pink flesh gripped him, he cringed with pleasure. He watched, entranced, as his cock disappeared into her. "You're so tight and-, and wet, wow..."

She grumbled for him and touched his hip, held it in her meaty fingers. "Of course I'm wet. I'm hot for you, dummy."

Byron sank in as deep as he could go. It felt surreal, having his hips up against hers; it was a situation he had never imagined himself in. Tentatively, as if they might somehow be off-limits by this point, he palmed her breasts. Carla arched her back, perked them into his hands and grabbed his wrists.

"Don't be shy now, Byron. Move those hips. Pretend we're doing cardio again."

Although he was a virgin, the movement came naturally to Byron. He closed his eyes and shuddered as he made love to her. His wool sparked with static irregularly and Carla ran her paws through it, savoring the tingle of his charge.

"Good boy, that's good," she growled. "Go harder, quicker. I'm sturdy. You can go as fast as you want to."

The Mareep hunched over her and his bottom bobbed as he humped her. The tight heat of her vagina felt like nothing he had ever experienced. He nuzzled into her cleavage, kissed her softly bouncing breasts. "This is so good," he groaned. "I didn't, um, didn't know what I was missing out on, all this time."

"Now you do," she cooed. She ran her paws down his back, raking claws softly over his skin and upsetting his charged wool, coaxing it to discharge. Gently she bucked back into him; even she was surprised by how wet the girly Mareep was making her. She reached between their loins and rubbed the button of her clitoris.

Byron shivered at her touch and looked at her, wide-eyed. She kissed him and said quickly, "Don't mind me, babe. Keep going. You just keep on going." Another kiss, but this time he caught it and kissed back. His tongue slipped past her lips, over her sharp teeth, over her gums and tongue. Carla's eyes widened, then closed; she rumbled contentedly and suckled his prodding tongue.

Pleasure like Byron had never known filled his soft body. He felt an orgasm coming on as embarrassingly sudden as the first, but the feel of the firm yet warm Incineroar beneath him made his skin tingle. His wool crackled with a growing charge and his scrotum began to tighten; he bucked against her with as much strength as he could muster, putting in a respectable effort for his size and diffident nature.

Carla escaped the kiss with a mewl. Slobber caked their maws. She nuzzled with him, blushing. "You're a natural, Byron," she huffed. "You're actually-, ooh, you're actually gonna-..."

"Gonna what?" Byron asked, panting.

"Don't worry about it, just keep going, keep it up," Carla whined. She worked her clit harshly, tweaking and rubbing, knuckles bumping Byron's plunging cock. Her toes curled and she sluiced his wool through her fingers, producing a crackle which sounded like a string of firecrackers going off.

The Mareep grunted and moaned, noises which felt alien coming from his lips. He cringed and shuddered, and he bottomed out in her warm, abiding flesh. He nuzzled into her cleavage, made himself cozy there as he shot his second load. Rope after rope of thick seed gushed into Carla, made her hot and sticky inside until the mess began to seep out.

"Yes-, fuck yes," Carla mewled as the Mareep came. She cinched him in close with her legs and worked at her clitoris almost savagely. Just a few more tweaks, even a pinch - and then she came, groaning deeply as her vaginal muscles squeezed like a vise on Byron's penis. The Mareep, just beginning to feel afterglow, bleated with pleasure and clung fast to Carla, savoring the heated, wet grip of her body.

Carla's orgasm was harsh and exhausting. She showed her teeth, snarled through them, and drool ran down her chin. Byron pressed close, feeling both awe and a bit of fear at her display, but when she settled to the mat and wrapped her arms around him, he managed a smile.

"Did I, um... did I make you cum?"

"It was mostly you," Carla allowed, grinning, eyes half-lidded with sexual exhaustion. "Sheesh. Little overachiever. You still wanna bulk up?"

Byron considered. He kissed her chin, her cheek. She met his lips for a shallow peck. "Mm. I don't think so. I would love to come back, though."

The Incineroar smiled. "I don't like to spoil cuddling with business. I'll sign you up for a membership later."

He closed his eyes and nuzzled into her sweaty, warm body, and he wondered how many calories he'd just burned.