Gene-Pool Sportswear

Story by Apollo Wolf on SoFurry

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Gene-Pool Sportswear

By Apollo Wolf

[email protected]

Ok first things first: If you are underage or a bit of a prude, fill in the blank with standard disclaimer _____________________________________________________. Second, yes I know this story is a little on the strange side, but then again what is normal anyway. Comments are appreciated.

Gene-Pool Sportswear: Get more from your gear.

Brad was both a little excited and nervous as he pulled the tights from his bag. He'd never heard of Gene-Pool Sportswear before, but the clerk swore they were the latest and greatest things to hit the market. They were supposed to help you train harder and longer while increasing your speed and stamina. He didn't really believe those claims but they were less than half the price of the other brands.

Of course it was a little odd that they were only available in some wild looking animal patterns. They had styles like zebra, leopard, jaguar and snakeskin; the plainest looking ones seemed to be wolf or lion. Brad debated a while but ended up choosing a really awesome pair of tights with cheetah spots.

He was fairly certain his buddies on the track team would laugh at him, he already got enough shit from them for never wearing underwear beneath his tights, but he didn't really care. Brad stripped down until he stood naked then put one foot at a time into the tights. He slowly pulled the tights up his legs, secretly enjoying the feeling of the slick fabric stretching to cover his skin. He snugged them into place before reaching a hand in to adjust his cock and balls into the proper position.

He walked over to a mirror and admired the sight. His tall lean form looked stunning in the stretchy cheetah print tights. Brad ran his eyes over his reflection, grateful that the long hours of training were starting to pay off; his long black hair was neatly combed back except for one unruly lock on his forehead that constantly fell into his eyes no matter how much he brushed it away. His broad shoulders led down his wide chest narrowing into a nice v-shaped torso. His pecs weren't huge but well defined and his abs hinted at a nice six pack. His legs were rather long but strongly muscled because of his running.

He also felt he had a rather cute butt and a good-sized package up front. It was especially impressive now as the thin spotted lycra left very little to the imagination. He had positioned his 7.5-inch cock straight up so it wouldn't crush his balls as he ran. Brad walked back to his locker and put on his shoes and a tank top; he was about to go out to the track when he heard somebody laughing behind him.

Randy had walked in on Brad as he was checking himself out in the mirror. Everybody on the team knew that Brad had some questionable tastes in fashion, but these tights really took the cake. Still, Randy had to admit, as silly as Brad looked in them, he kinda wished he had a pair like them. He couldn't help laughing though.

"Jesus, Brad! Where the hell did you get those?"

"Oh hey Randy, you like 'em?" Brad asked lifting his shirt a bit to show them off.

"Yeah, right man. Only you would buy something like that." Randy said, trying not to stare too much at the clearly visible bulging dick.

"Not true bud, the guy in the store said these were a top seller, he can't keep 'em on the shelves, some new company called Gene-Pool. You ever been to Sedrick's Athletics? It's a pretty sweet store; they've got some cool stuff there."

"Well either way you look pretty funny in them Brad. I gotta go change."

"Not so fast Randy. I've got something for you..."

Randy shook his head, "No... no way man. Don't even think it, there's no way I'm going out there wearing tights like those." He said pointing at him.

Brad just smiled back, reaching into his bag, "I thought you might say that. But that's OK, here's what I've got for you," and he pulled out a bright orange and black running singlet.

Randy had to hold himself in, the tracksuit looked incredible. He'd always had a thing for stripes, in fact he might have told Brad that once, so that's probably why he got it.

"Not gonna happen dude, I'm not wearing that. I don't need the kind of grief the rest of the guys give you for wearing that kind of shit."

"Is that the only thing that's stopping you? Come on we're both the same size, it should fit you perfectly.

"Forget about it, I don't want to." Randy said turning away towards his locker so he could change.

Brad just smiled and shrugged; "Well I'll just leave it right here on the bench for you. In case you change your mind. See you out there." He turned and left the room.

Brad walked out to the track, hoping Randy would decide to try on the tracksuit, but also feeling really good in his tights. Once outside, he endured the verbal jabs and laughs of his teammates. It didn't bother him much because the whole team knew that, despite his quirks, he was one of the best runners and their greatest hope for making it to the city championships. He did his warm-ups and stretches before striding out onto the track, and then he took off on the oval that surrounded the football stadium.

The invigorating feel of the track surface gliding by underneath his feat filled his mind and body with contentment. The blood was rushing through his body, especially his legs which continued to feel stronger the longer he ran. His tights massaged his muscles and let the cool air dry away his sweat

After several minutes a strange tingling sensation started to spread from his legs up into the rest of his body. He thought he was just getting tired at first, but then realized he never felt better and did not want to stop running. He started to grow accustomed to the prickly sensation, even started to enjoy it.

Brad was soon surprised to find that he was getting a hard-on. He'd never gotten one while running before. He felt his dick pushing out into his tights, sliding along the smooth spandex. Soon it was pointed straight out in front of his body, slicing the wind and being stroked against the spandex as he ran.

He finally came to a stop behind a set of bleachers at the far end of the field. He looked down at himself and saw how the round head of his cock was pushing the spandex out directly in front of him; it made quite a large tent of the thin material. He felt really warm and was breathing heavily from his run so he took off his shirt.

It was unbelievable how horny he was. Brad gabbed a hold of his pole through the spandex and shuddered when he began stroking the smooth material surrounding his dick. He pulled and tugged on his meat, his breath rushing in and out as he panted. The shiny spotted fabric slid between his hand and his cock. He felt like he was close to loosing it, like he was about to cream his tights, as it was, a small wet spot of precum started to spread from the tip of his prick.

Somehow he forced himself to stop though. His teammates may have gotten used to his strange taste in running apparel, but he'd never hear the end of it if he walked back into the locker room with a load of cum dripping down his leg and seeping through his tights. He stepped off the track and sat down in the grass to try and cool off. So he sat there waiting for his erection to subside.

Meanwhile, back in the locker room, Randy was still getting undressed to change into his practice shorts. He kept glancing over at the brightly colored singlet on the bench. In fact he couldn't take his eyes off of it. Despite his earlier protests, he really did want to try it on. He'd secretly admired Brad's confidence in wearing what he did; hell he admired Brad in them. He'd thought he was little too into other guys but then he saw Brad in a pair of tights and he knew he wanted him.

They became friends when they both joined the track team; however Randy was still too scared to even attempt to make a move on him. He'd never known Brad to have a girlfriend and the way he exhibited his body, made Randy wonder if he might feel the same way but he was just too unsure. He even thought he caught Brad looking at him in the showers a couple of times.

And why not? Randy was hot. He wasn't really built like a runner, more like that star quarterback that he was in the fall. Not too tall, a just a shade over six foot, his frame was packed solid with muscle. His chest and arms were firm with large pecs and biceps that bulged under the tighter t-shirts he usually wore. A thick powerful torso, lined with rippling abs, curved into his slim waistline. He had a killer smile and sparkling blue eyes that were highlighted by his close cropped blond hair. But most of all he had an incredibly thick cock, not real long, just tremendous girth.

The more he thought about it, the less he could resist. He reached over and picked up the singlet, the stretchy fabric feeling so thin in his hand. He really did like the stripes. Randy stripped down to his jockstrap and was about to pull on the tracksuit when paused a moment. Should he? Why not, it couldn't hurt anything. He pulled off his jockstrap then stepped into the spandex garment. Bringing the suit up and stretching the straps over his shoulders, he felt so daring. The black stripes of the orange body seemed to further accentuate his muscles, and he poked at his package a bit to position his cock so it didn't stand out too much. In fact when he was done his dick was located directly beneath one big black stripe with bright orange on either side.

He strode out to the track; the hoots and howls of his teammates making him blush. But it was quickly forgotten when he started to run. He usually wore nylon shorts and a t-shirt when he ran but this was a hundred times better. He couldn't believe how much cooler he felt and how energized it made his muscles feel. The shiny spandex held his body tight as the track rushed by and he was soon lost in the rhythm of his stride.

Brad was still sitting in the grass several minutes later; his hard-on just wouldn't go down. God this is strange, he thought, I hope this goes away before somebody sees me. He found himself stroking himself gently through the tights again. Suddenly an intense burst of pleasure and arousal shot through him, he started to writhe on the ground practically humping at the air. He looked down at his cock and witnessed something incredible. The spandex that was tented up in a massive bulge by his cock slowly began to pull in tighter and conform to his skin. Soon it was literally skin tight, the cheetah print lycra taking the exact shape of his dick and balls.

He couldn't believe his eyes, he sat up and started to rub and pull at the spandex but it was stuck firmly in place. He pulled at it harder but it only made him hornier. In fact as he started to stroke it, his cock seemed to stretch longer. Within moments his dong was almost a foot long, every thick inch covered in spandex cheetah spots. His balls had grown larger too and were held in a perfectly smooth spandex sac. He got up to his feet and stood facing the bleachers and used both hands to stroke his slick meat. He was lost in sensation when he heard somebody run up behind him.

"Holy shit Brad, what are you doing!?"

Randy ran longer and faster than he had ever done before, and he didn't even feel winded. He did feel a bit turned on though. As he ran the spandex had a way of stretching and moving across his dick that he found very pleasing. In a very short time the rubbing got him fully hard but his dick remained pressed against his lower stomach by the skinsuit.

The wonderful sensations continued to build within him; so much so that they were distracting him and he tripped and stumbled along as he kept running. He was about to come to a stop when he spotted somebody by the bleachers up ahead. As he grew closer he could tell it was Brad by the bright cheetah tights he was wearing. Randy slowed down to walk up behind him but stopped dead in his tracks when he saw what he was doing. Brad was rocking gently and moaning loudly his arms working back and forth in front of him. He was beating off Randy realized!

"Holy shit Brad, what are you doing!?"

Brad spun in shock and surprise; he hadn't heard anybody come up behind him. He was slightly relieved when he realized it was Randy and even happier to see he was wearing the tiger tracksuit.

"Oh thank god its you Randy, this is unreal... look at me!"

Randy was also shocked and surprised when Brad turned; his dick was enormous and tightly wrapped in the spandex of his tights. Every detail from the head down to his larger balls was shown in perfect detail as if the cheetah print lycra was his skin itself.

"Dude what happened to you? Your cock... it's so big!"

"I know isn't this awesome? I just started getting hard while I was running and next thing I knew the tights wrapped around my dick and it started growing!"

Randy stood there and absent-mindedly started to rub his own dick beneath the singlet, he thought Brad's dick looked so incredible and it made him feel really hot.

"Brad that's really fantastic, but now what are you going to do? You can't just walk back to the locker room like that."

"I don't care man, I still feel so horny.... I just have to cum in the worst way."

Brad lay down in the grass and started to stroke the length of his dick as best he could, using both hands. Meanwhile Randy just stood and watch, he couldn't believe his best friend was jerking off in front of him or how turned on he was by it. He couldn't resist; he stepped closer and knelt down next to him. He reached out and wrapped a hand around Brad's dick and worked it gently, the smooth spandex slipping beneath his touch.

"Oh yeah Randy, help me ... keep going it feels great!"

Randy was more than happy to oblige. He brought his other hand down to squeeze his soft lycra-covered balls. Stroking Brad made Randy feel so wonderful he scarcely noticed the odd numbness starting to spread through his body. They both worked Brad's dick together and he started to moan louder and pump his hips up from the ground.

All the while, neither of them noticed the changes that began to take place in Randy's crotch. The tiger printed material began to writhe and stretch, sucking in closer around his hard cock which was still held tight against his lower abs. The black stripe of spandex that covered his cock wrapped around his thick tube of meat and pulled it away slightly from his body but remained attached by a thin web of material. A small opening slowly grew at the top of this tube and a thicker and longer cock started to push out of his brand new sheath.

Brad's mind swirled as the feeling of his and Randy's hands pulling on his cock built to a crescendo. He found himself trying to hold back the tide but it was no use as he orgasmed and felt wave after wave of cum pulse through every glorious inch of his cock. He closed his eyes and nearly roared as his body spasmed with the pleasurable emanations. His cum shot into the air in great gobs before landing with a splat on his bare chest.

Randy was overjoyed to finally be able to touch Brad, and even more turned on by the changes that produced such a large cock. He watched as Brads handsome face twitched and smiled with pleasure and drank in the sight of the sweat glistening on his body, and the smooth sexy spandex that covered his legs and crotch. He could tell Brad was tensing up and getting close to loosing it when he suddenly got a bold idea. He licked his lips and slowly started to lean in closer, he wanted to suck on Brad's cock. He was almost there and about to plunge that large smooth head into his mouth when Brad tightened up and started shooting load after massive load of cum, one blast catching him in the forehead and soaking his hair.

Except, there was something wrong, the fluid that poured out of Brad's dick was not the typical thick white cum that he expected. Instead it looked like large gobs of liquid spandex; all colored like the cheetah print of his tights. He ran a hand across his forehead and back through his hair and when he brought it away it was covered in the same thick spandex material. Only on his head it had changed to a mix of black and orange.

Brad relaxed, coming down from the high of his release. He felt the last bits of cum dribbling from the tip of his cock and down across one hand, he rubbed another hand through the cum on his chest smearing it across his skin. When he opened his eyes the sight of Randy puzzled him. For some reason the top of his forehead and his hair seemed to be the color of his spandex singlet. He looked down and saw why, the cum he had spread on his chest was also a thick liquid cheetah spandex. He sat up in surprise unable to comprehend what was going on but at the same time he didn't really care. Then he looked down and noticed Randy's cock.

"Dude, check out your dick!"

Randy was still feeling incredible horny and watching Brad cum only made it worse. That's when Brad sat up and pointed at his crotch. His dick now emerged from a plump sheath of spandex; it was long and very thick and likewise seemed to have spandex skin. However the most dramatic change was the color. While the sheath was mostly black his cock was a deep orange color with small black stripes over its length. While part of his mind was telling him that this couldn't be right the thought was blotted out by the intense pleasure he felt.

Brad wanted to reach over and grab a hold of Randy's sexy orange striped cock but he started to realize he didn't feel quite right. He felt tight all over and his skin positively crawled. The goop he had smeared on his chest was starting to move and expand. It spread across his chest and down to his waist where it appeared to join with his tights. The colorful material also moved out to his arms and down to his wrists. His hands knotted up into fists as the slimy spandex covered over them merging all his fingers together. He pawed at his body trying to scrape the stuff off but it wouldn't come up.

"Shit... shit... Randy help something's wrong... what's happening!"

Randy was too lost in sensation to notice and barely even registered the cries for help coming from his buddy. He had started stroking his thick meaty cock and squeezing at his large black balls. The slick feeling of his hand moving up and down the spandex shaft was all that he cared about. Then for some unknown reason he decided he had to try something. He rolled onto his back and kicking his legs up over his head he brought the head of his longer cock tantalizingly close to his mouth. He slowly stuck out his tongue and licked himself. Then, finding flexibility he didn't even know he had, plunged his cock deep within his own mouth. The hot feeling of actually sucking himself was completely unexpected and totally amazing.

By now, Brad was covered from his neck down in shiny cheetah patterned spandex. He watched in awe as Randy bent over and started sucking himself off. Brad moaned and doubled over in painful pleasure as new sensations built in him. Beneath the spandex he could see his muscles shift, moving and expanding, bulking up his lean frame. His entire body seemed to swell as the muscles built in size and definition all over. His feet started to throb as they soon grew larger than his shoes could contain, they flew apart with a tremendous pop, his feet were much larger and covered in spandex, it looked like he was wearing cheetah socks.

Brad's stumpy fist hands and shapeless feet started to contort and thick clawed fingers and toes emerged from his hands and feet and soon formed paws. But all this became secondary to the pushing sensation that shot through his spine down to his ass. He writhed and groaned as the wonderful feeling increased and a swelling protrusion grew out of his backside, it steadily thickened while it grew longer and in a few short moments he had a long spandex cheetah tail. A thin web of material lifted up from his stomach and wrapped itself around the base of his cock, it thickened slightly and he soon had a plump spandex sheath holding his dick up closer to his body. All the throbbing and pulsing faded away and left Brad sitting there with his body, from the neck down, a thickly muscled spandex covered cat, a cheetah.

Meanwhile, Randy was still blissfully unaware of the changes to his friend as he happily sucked at his large orange cock. Very quickly he felt himself quiver as he grew close to loosing it, his entire body shaking as he squeezed down to make it last. The seconds passed like hours until he finally exploded into his mouth, wad after wad of thick tasty cum poured from his dick. When his orgasm at last subsided he collapsed on to the ground, panting heavily and feeling some of his cum dribble past his lips and down his chin. He brought his arm up to wipe his chin but when he pulled it away he saw that the thick cum was in fact bright orange and black liquid spandex, just like what had happened to Brad's cum.

Just then he started feeling very peculiar, his head started to pound and his vision blurred. He wanted to yell out but his breath caught in his throat. He felt a numbness, an intense tingling, spread out from his throat and across his face, his tongue felt large and thick in his mouth. He held his head in his hands and realized his skin didn't feel quite right, it felt so smooth and slick. His jaw stretched wide in a pleasing growl, then suddenly his nose and lower face started to push outward. Randy grunted and growled in shock and surprise as a somewhat short blunt muzzle started to form. The pulsing shifted around to the sides of his head; he clamped his hands on his ears almost to keep them from changing too. But it didn't help, and they soon became large and pointed. His hair seemed to shorten a bit but still kept some of the style he had had before seeming to change into delicate lycra fibers. When the changes stopped he ran his hands over his head and face, it had the shape of a large animal and was covered over in smooth spandex.

Brad and Randy sat there in the grass staring at each other in shock and awe of the changes that had taken place, Brad from the neck down had the body of a thickly muscled and well endowed cheetah and Randy now had the spandex covered head and long cock of a large tiger. Both were still incredibly horny as their dicks bobbed and pulsed in front of them.

"Holy shit Brad! What's happening to us?" the words coming out a little thick and growly as Randy ran his hands across his thick muzzle.

Brad just grinned and laughed, sliding his paws over his smooth new skin and enlarged muscles, "I don't know but I think I like it... how bout you?" he asked reaching over and grabbing a hold of Randy's long tiger striped cock and giving it a squeeze.

"Mmmm yeah...it's cool, but what about the others... how do you think they'll react?" he nearly purred at the touch of the thick paw sliding up and down his pole.

"I don't know, but let's deal with that later... I want to see you covered head to toe with those stripes... and I think I know how to help it along."

Brad lunged at Randy, knocking him to his back, and sliding his slick spandex body across him. He straddled Randy's torso, his huge dong bouncing slightly and tapping Randy on his muzzle. He leaned forward pressing his cock between them and planted a deep kiss on the thick muzzle, forcing his tongue inside and finding that even the interior of Randy's mouth, tongue and all, had turned to smooth tasty lycra as well. With barely a thought he brought his long tail down behind him and wrapped it around the large cock and balls of his friend and used it to pump and stroke him.

Randy groaned as he sprawled backwards in the grass, the slick feeling of Brad's spandex skin against his body filling him with pleasure. He returned the kiss and started to buck his hips up into the gentle touch of the tail coiled around his manhood. He wanted a bit more active a role though; he pushed Brad back, licking his chops as he wiggled his way into position to get closer to the massive dick that hovered above him. He nudged it a bit with his muzzle and drank in its scent through his large nose, detecting a strange combination of male musk and spandex. He licked it lightly until he discovered his tongue was longer and more dexterous than before and he used it to grab hold of Brad's dick and pull it into his waiting mouth. The taste filled his mind and body with a lustful need like none he had ever known before. He sucked at the thick organ hungrily pulling more and more of its length into his deep muzzle.

Brad moaned and felt a deep rumbling purr stir in his chest as his cheetah cock was engulfed by Randy's hot mouth. He rocked back and forth over him driving his dick in deeper while still stroking Randy's hard rod with his tail. Randy was starting to rumble and moan beneath him and his body seemed to stretch and swell. What remained of the tiger striped tracksuit Randy wore appeared to melt into a shimmering liquid spandex that oozed and flowed across the rest of his body. It fully covered him from his thick neck to his toes. The shiny material pulled close to him merging with his skin and outlining every muscle in spandex. That's when the changes started to accelerate and Brad felt himself straining to hold back his orgasm as Randy changed beneath him.

He wasn't successful. Randy felt his throat burn as the hot fluid poured forth from Brad's cock. The heat burned through him as he luxuriated in the taste of his friend. His body quivered and tingled as the warmth spread, muscles tensed and swelled, his hands and feet contorted quickly growing into thick paws. His claws dug trenches in the dirt as a thick spandex striped tail pushed itself from his ass. As his body completed its change he rumbled in ecstasy as he sucked every drop of cum from Brad's pulsing member. But now his own cock demanded attention and release.

Brad purred, feeling pure bliss as Randy's spandex covered body took shape between his legs and his pleasure shot through his dick. When Randy pulled away from Brad's cock, leaving it dribbling slightly in the cool air, he sat up pushing Brad to the ground and pulling his dick from the tight grasp from the cheetah's tail. Brad squirmed on the ground as he felt himself firmly rolled over onto his stomach. Randy started to paw as his ass and play with the base of his tail, which Brad found incredibly thrilling. He soon felt Randy's hot hard member start to stab at his waiting ass. He moaned in delight as its slick length found its target and slowly entered him.

Randy could scarcely believe what he was doing but he was hard pressed to stop himself. The intense enjoyment he felt as his stiff spandex cock slid into Brad's smooth hole and his heavy tail rubbed against his chest was almost too much for him to take. His arousal swelled as he pumped into his friend's backside, he stroked his hands along Brad's sides and across his strong back. Rocking back and forth Randy slowly became aware of the changes that had begun on Brad's head. The spandex skin and coloring had moved up his neck and his once longer black hair had shortened, turning yellow and gaining spots. His ears swelled out to points and Randy could see the tip of Brad's nose pushing away from his face, adding long whiskery spandex filaments. After what seemed like only a short amount of time Randy felt his climax near and his cock jumped as his seed was deposited deep inside of Brad.

Brad's insides burned as he was pumped full of Randy's hot fluid. His head was still swimming from the last of the changes that tingled across his skin. He now felt whole and complete as his entire body now resembled that of a large spandex cat. Randy pulled away from him and they both sat there in the grass stroking each other and admiring their well muscled forms.

Brad smiled as he touched Randy's orange and black striped shoulder, "So what do you think of my taste in clothing now?"

"I don't think we'll need to worry about that anymore, but you do look pretty good in spots."

Brad and Randy purred as they continued to caress each other and clean themselves off. They were so absorbed in what they were doing that they didn't here one of their teammates come jogging up the track behind them.

Practice was wrapping up and Zack hadn't seen either Brad or Randy come back after they took off running. Of course maybe they'd snuck back in not wanting to bring any more attention to themselves in those outrageous outfits they both decided to wear today. Zack decided he had better go find them and let them know it was time to go. He jogged off in the direction they had gone and he slowly trotted along keeping an eye out for his two teammates. He was about to give up and turn around when he spotted a pair of shapes up ahead sitting in the grass. As he neared him He noticed that they didn't look quite normal.

Both figures seemed to be covered from head to toe in shiny lycra material. One had spots like a cheetah the other was tiger striped. Zack quietly shuffled towards them not believing what he was seeing. With large ears and blunt muzzles their heads resembled large jungle cats. Long thick tails twitched through the air but most incredibly were the huge penises that sprouted from their laps and bobbed lightly in between them. The creatures were rubbing and stroking each other and appeared to be licking each other clean. Despite his surprise Zack found himself becoming turned on by the sight before him. He felt his own prick stiffening and tenting out his grey sweatpants as he tip-toed closer to them.

Randy was the first to spot Zack walking up to them he stopped cleaning himself for a moment and nudged Brad to turn around. "Oh...uhhh, hey Zack. What's up?" Randy said trying to sound sort of casual.

Brad turned and beamed a wide smile, "Dude, can't you see, he's up!" he said pointing to the bulging protrusion in his gray sweats. "Like what you see do ya Zack?"

Zack could only mumble and nod in disbelief. These two things sitting before him sounded like his buds Brad and Randy! He could as hardly believe how hot they looked to him either. He had never felt quite this turned on by anybody before let alone a couple of guys. But he couldn't deny the intense urges the flowed through his body, he so badly wanted to touch them and see what they feel like. He watched as the cat figures resumed their rubbing and stroking of each other, never taking their bright eyes off of him as he walked stiffly towards them stroking his own erection.

As he neared them Zack could hear the two cat dudes purring, "What happened to you guys, what's going on?" he stuttered his mouth suddenly feeling very dry.

"Uh actually we're not quite sure... but so far we like it, right Randy?"

"Mmmm hmmmm..." Randy nodded while licking off Brad's chest with his thick spandex tongue.

Zack licked at his lips, "Is that your skin? What does it feel like, can I touch it?"

The cheetah and tiger shared a brief look, their eyes twinkling, "Sure... the more the merrier!" Randy the tiger grinned before sitting back in the grass his legs splayed out to the sides, his massive dick poking out in front of him as if pointing at Zack.

Zack's heart pounded in his chest and he felt out of breath as he walked up and stood between the two sexy creatures. He reached out and placed a hand on the tiger's shoulder, slowly tracing along one stripe. It was slick and smooth just like real spandex, but felt firm and solid as it stretched across the bulging muscles beneath the surface. A chill went down his spine when he felt the large black and orange cock brush against his leg. However, he was truly surprised when the cheetah brought his long mobile tail up behind him, snaking it up his pant leg, sliding along his skin until it gently rubbed across his ass. His legs suddenly felt quite weak and he fell to his knees.

Brad and Randy were delighted to have somebody else to play with, as Zack used his hands to explore the spandex bodies in front of him, the other two reached out with massive paws to grope him back. They all grinned wildly as they felt each other up, the cats using paws, tails and soon tongues to touch the bare skin of Zack's arms, neck and head, or reaching underneath his t-shirt to feel his taut chest and abs. They stroked along his legs through the thick grey sweet pants but were carefully avoiding his tented groin, at least for the time being.

Zack's mind was completely lost in sensation. He didn't know weather to scream in fright or pleasure, so instead he chose to moan as the smooth spandex paws poked and prodded his body. He had never before imagined anything quite as wonderful as being stroked by these guys and their continuing ministrations only filled him with greater desire. Every part of his body tingled with their gentle touch, that is except for his crotch which was aching to be held. He decided if they weren't going to be the ones to start then he would make the first move. He stopped feeling their broad chests and slowly slipped his hands down along the washboard abs of the cats on either side of him. Then, first with the tiger on his left and then the cheetah on his right, he wrapped a hand around their massively erect cocks. Their smooth spandex poles slid beneath his palms, each so large around that he couldn't touch his fingers together. The purring from his teammates only grew louder as he pulled on their dicks.

Brad leaned back to rest on his hands, keeping his legs spread wide to allow Zack to work his cheetah spotted cock. He smiled over at Randy, once more admiring the beautiful tiger stripes he now possessed, he too was half moaning, half purring as his large orange dick was caressed. They shared a brief look then leaning in close, kissed each other sharing tongues as Zack's expert touch brought them to increased levels of arousal. Their tails tangled together as they kissed before Randy's broke away and after snaking its way up Zack's leg wrapped itself around the bulging protrusion of his sweats. Brad followed the tiger's lead and shot his tail up the front of Zack's t-shirt, rubbing across his chest before coming out the top and gently playing across his face.

He didn't think it was possible but Zack was even more turned on as he watched his teammates kiss while he stroked them. That's when he felt a thick tail wrap around his own cock and begin pulling on it gently. He looked down and saw the bulging head of his dick poking out to a gray point just beyond the orange and black of Randy's tail. The touch was positively electric and double in intensity when a second tail glided across his chest then pet him across the side of his face.

He nipped at the spotted tip as it waved in front of him before he caught it and sucked it into his mouth. The taste was intriguing, an odd combination of lycra and flesh but most of all he loved the surprised reaction on Brad's face as he sucked on his tail. He worked at their cocks furiously, his arms straining to pump them faster and faster. They continued making out with each other as he worked them but he could tell they were getting closer to climax, their muscles clenching as they strained to hold the pleasure as long as possible. Zack kept up his tremendous pace, their slick poles gliding easily through his grasp. He was finally rewarded when he felt both their cocks simultaneously swell in his hands and Randy's tail tight tighten around his crotch. With-in scant seconds of one another Brad and Randy blew their great loads of colorful cum, the majority splattering across Zack's chest and legs.

This time the cum seemed to change to a brilliant golden brown as it dripped down Zack's t-shirt and sweats. Randy shuddered as he felt the last bits of his juice being milked from his orange shaft, dribbling over Zack's hand. His tail still tightly grasped his cock through the sweats that were now moist with male spunk. Zack was moaning with arousal as he was covered, but still found himself quite unable to finish. He released Randy's cock then Brad's before attempting to satisfy his own need, but only accomplished spreading more of the liquid golden spandex around his crotch. Randy couldn't sit still though and tackled Zack, knocking him flat to his back before pouncing atop him.

Zack felt his breath knocked out of him as he was smothered by Randy but his surprise soon turned to joy as he felt his heavy form grinding away atop him. His slick body slid around him further mashing the colorful cum into his clothing. He was still happily drooling over Brad's tail when he took up position above his head and started to massage his neck and shoulders, every so often leaning in to lick at his face. He was just settling into a rhythm between Randy's humping thrusts and Brads gentle touches when he noticed that his sweats didn't feel quite right. They felt like they were getting warmer and tighter. He shoved Randy back just far enough so he could get a look at what was going on. Everywhere the strange yellow-brown fluid had come in contact with his clothes was starting to shimmer slightly. As he looked on the color spread, covering his original t-shirt and sweats with a moist coat of liquid spandex. He pulled Brad's tail from his mouth to ask what was happening but Brad just placed a paw across his lips to silence him.

"Just watch, this is the good part," Brad whispered.

Brad watched in fascination as the spandex spread, slowly changing over Zack's clothes to what looked like a one-piece unitard. The golden brown color tightened around him showing of every line and curve of his well defined young musculature. Randy was still rubbing at him as the unitard started to change colors, the golden yellow remained over most of his body but a darker brown started to encircle his chest and abs, extending down to his crotch. Soon the unitard started to spread down his arms and up his neck, once it reached his hands it merged with the remaining bits of cum there to form brown spandex gloves. Brad held Zack gently as he squirmed under the immensely pleasurable sensation as the yellow spread across his face and covered his hair in a brown hood to finish him off sealing him inside a golden yellow and brown skin suit.

As the spandex stopped moving, now covering from head to toe, Zack felt as though he were going to explode. Randy was a mass of paws, tail, and tongue playing over every inch of his crotch and yet something was still holding him back. That's when the fun really started. He felt his body tense up as wave after wave of pleasure coursed through him. Each wave seemed to increase his muscle mass underneath the spandex until it finally merged with him becoming his new skin. It tightened around him and he could feel it contorting his feet and hands into catlike paws, his ears popped and his vision cleared as his eyes were opened anew. He grunted and growled as his ears pushed out into points, while his nose and mouth extended out in front of his face to form a muzzle.

A thick poof of brown spandex fibers grew around his head becoming a flowing mane that draped across his shoulders. He felt a deep twinge in his ass and he thrust his hips in the air as a yellow tail extruded itself from his backside, before ending in a small tuft of brown at the tip. Most of all his attention was drawn to his groin where the spandex had wrapped itself around his intensely hard cock. The brown material molded and shaped his genitals into a thick sheath with heavy low hanging balls before a deep chocolate brown cock stared to thrust its way outward. His massively thick brown pole shot out to its full length and Zack loosed a tremendous roar as shot after shot of hot spandex lion cum flowed from him.

Zack collapsed back into Brad as he and Randy started to assist in getting him cleaned up He was totally exhausted but totally content as well. He never felt such a powerful orgasm before.

"Wow, guys this is so awesome. But how did, uhh you, you know, how did all this happen?"

Brad held him in his powerful arms and licked the side of his muzzle; "Well I think it has something to do with..." he stopped in mid-sentence, his ears perking up, "Hey, did you hear that?"

All three looked up and saw somebody dart around the end of the bleachers, running at top speed towards the school.

"I think that was Tony!" Zack said alarmed.

Randy jumped up to his feet, "Come on guys we've got to catch him, stop him before he tells somebody about us."

"Right, at least until we figure out what we're going to do," Brad leapt up and took off like a shot with Randy and Zack right behind him.

They ran around the bleachers where they spotted the runner halfway across the field to the school. He was no match for the cats though and in their new forms were able to catch him quickly. Brad got to him first diving under his feet and tripping him up and getting him off balance, while Zack sprung at him knocking him to the ground. Soon Randy joined the pile-up and all four were rolling around in the grass as the newcomer struggled to get free. It was indeed Anthony, one of their teammates. In fact Tony was one of the co-captains and as a senior he was much larger than any other boy on the track team, at least before the other three had changed. Now the large cat-like men where able to hold him down easily, Brad sat on his legs while Randy and Zack each held down and arm and lay across his chest and stomach.

"Aahhhg... get off me, get away from me!"

Tony struggled underneath the strange animal creatures as they smothered him. He had spotted them from quite far off and as he had crept closer to them it became clear they weren't human. That was when he heard one of them roar. He knew he had to get away, for all he knew these things had attacked the teammates he was out looking for. He ran back towards school as fast as his legs could carry him, but the animals took up pursuit. With astonishing speed they caught up to him and took him down.

He yelled and screamed to be let go but they only tightened their grip on him, smothering him with their bodies. That's when he noticed there was something quite peculiar about them, none of them seemed to be clothed but they each appeared to have a fabric like surface, as if their skin itself was some sort of nylon lycra material. With one more desperate burst of strength he tossed two of them to the side and he was briefly free. He tried to scramble away but the third one grabbed his shirt, he pulled with all his might as he clawed at the ground and the shirt tore, ripping away. Tony crawled along the ground as he slipped from the lasts one's grasp, its giant hands slipping along his sides trying to hold on clutching at his running shorts which slipped down to his ankles. By then the others had regrouped and pounced on top of him again.

Tony once again felt their weight pressing down on him, forcing him into the ground. This time, however, he could feel them rubbing against his bare skin. He struggled and bumped against them and he became acutely aware of the heavy bulge pressing into his back. The one directly above him must have a massive cock, and it was getting larger. These things were actually getting turned on by what they were doing to him! He kicked and flailed about until a strong rope was wrapped around his legs. A thick, warm, spandex rope? No, it had to be one of the monster's tails, coiled around both legs holding them tight. He tried to lift his head out of the dirt but all he got was a face full of golden-brown crotch. He yelled and gulped for breath, taking in a lungful of the creature's thick musty scent, the smell of the spandex skin fogging his mind.

He still fought against his attackers but it became much more subdued as time wore on. In fact he could scarcely believe that he was starting to enjoy their touch, their smooth bodies sliding over him, the one on top had started to lick at his neck with a warm slick spandex tongue. Unbelievably he felt himself becoming erect, this couldn't possibly be happening, he was actually growing aroused! His cock stiffened pushing into the ground beneath him and his struggles to get free became struggles to feel more of their erotic touch. He started to buck his backside up into the great cock that rested against him, his hands scrambling to touch and hold the one in front of him.

Tony was now howling with delight as his entire body was rubbed and stroked by the creatures. Suddenly he felt himself rolled as the one above him twisted around until he was on his back lying on top of him. He could finally see what it was that was treating him to such pleasure. They looked vaguely like people but their features were cat-like in appearance. The one at his feet resembled a spotted cheetah and the one above his head had the markings of a large lion. He couldn't see much of the one beneath him but if his tail was any indication he was probably a tiger. Most astonishing was their smooth spandex skin rather than fur and of course their colossal pricks that stood proud and firm.

The cheetah started rubbing against Tony's legs leaning in closer and closer until he could feel its hot breath rushing over his cock and balls. He panted in ecstasy as a large slick tongue ran across his shaft, slurping on his meat. Meanwhile, the lion's massive cock was waving in his face. He was straining his neck to reach it and taste its smooth brown skin when he gasped in surprise. He suddenly felt the tiger shift beneath him and with out warning his long thick rod shot into his ass. The tiger's cock filled him and burned deep with in him, simultaneously, the cheetah practically swallowed Tony's dick whole. His mind melted into joy almost in time with the steady drip of goo dribbling out of the cock sliding over his face.

Tony was loosing himself in the sensations that were overloading his brain. His pulse tingled through his body before centering on his groin. The cheetah was bobbing up and down rapidly on his member. He thrusts with his hips which alternately rocks his own cock into that long hot throat and drives the tiger's manhood deeper into his guts. The funny thing was Tony could swear his dick felt like it was getting longer and thicker as it was pulled on by the powerful suction. When he pulled off much too soon, Tony looked down and his eyes widened in shock and surprise. His dick had more than doubled in size and more shockingly had become jet black, it looked like it was covered in dark spandex!

The huge black boner that now sprouted from Tony's groin made him so hot and turned on that felt ready to explode and the cheetah helped him along by grasping him tightly in his paw. His entire body tensed up and his dick rocked, blasting a load of thick black spandex cum across his chest. Mere seconds later the cheetah and lion erupted as well, adding large amounts of their own blackened seed to his own. The Tiger beneath him growled and thrust into him, his cock jumping and pulsing with in Tony's ass as he filled him with liquid spandex. All three of the cat-men set to work rubbing the black substance into his skin, spreading it around and covering him as much as possible.

The slick feeling of the paws stroking his skin and pushing around the great amounts of cum on his body was almost more than Tony could take. His cock still spasmed and jumped as it continued to ooze black fluid. The dense paws seemed to pull and kneed at his tingling flesh and in his blurred vision it looked and felt like they were reshaping his body as they covered it in blackness. His already built frame bulked up on orders of magnitude with muscle mass. His skin darkened and stretched taut over sinewy limbs that lengthened and thickened. He felt his hands taken in the grip of the lion's paws and he squeezed and caressed them as they reformed into thick black paws, his toes curled while his feet stretched out becoming more cat-like. The cheetah leaned forward sandwiching him with the tiger below, he kissed and licked his face which pulsed and throbbed as it expanded outward. It grew longer and thicker his nose flattening out as it broadened, his teeth and tongue reformed as his muzzle completed itself.

When everything settled down, he sat up and slowly extracted himself from the tiger, whose cock was still nested quite firmly in his ass. Tony stood and had to steady himself on the lion's shoulders while he got used to his new stance and the added weight of a tail extending from his rear. He twisted and turned to look himself over, finding that his body now had the same spandex texture as the others. Flexing and stretching, his new form resembled a large black panther, and he couldn't remember ever feeling better.

"Oh man, what... oh wow, what's happened to me?" he asked aloud, his voice deep and rumbling.

"Same thing that happened to the rest of us, Tony." The cheetah said.

"Wait a minute.... Brad? Is that you?" he asked amazed. He held out a paw and helped the tiger up off his back. "Then are you Randy or Zack?"

"I'm Zack, don't you remember... Randy was the one wearing the tiger tracksuit earlier." The lion said as he got up and wrapped Tony in a great big hug.

"Yeah, but wait a minute... is that what happened? Then how did you... ummm, you know?" He ran a paw down Zack's side.

"Well we're not sure, but does it matter? I mean look at us! Isn't this awesome?" Randy practically shouted.

Tony laughed, "yeah this is great, but now what are we gonna do. I think the rest of the team will notice sooner or later."

"Shit you're right! We'll have to get somewhere and figure this out..." Zack started to panic.

"Well we're fine for now, everybody else left already. Coach told me to lock up after I found you guys." Tony said trying to keep him calm. "Let's go inside, clean up and get our stuff, then decide what our next move is."

The four of them walked the rest of the way back to the school and into the locker room while Brad told them about the tights and where he bought them from. They were following Brad when he suddenly stopped in his tracks and they all nearly plowed into the back of him. They had rounded a corner and over by the row of lockers a large man had pried open Brad's and was digging through the contents throwing items into a duffle bag. He spun around when he heard them. He looked at all four of them in turn and cocked an eyebrow, looking very annoyed.

"Awww shit. I guess I'm too late, management's not going to be happy about this." He grumbled.

"Who the hell are you and what are you doing in my locker?" Brad growled.

"Oh please, let's not play the big cat thing, just because you wore the frickin' tights, you're still just some horny little teenager. Alright, I guess I'll have to take the other three along with you."

"What... wait a minute...? Take us where? Who are you?" Randy demanded.

"I work for Gene-Pool. We had a bad batch of clothing make it out into the market and I was supposed to get it back before something like... this, " he said gesturing to the group of cats, "happened. I tracked you down through the store owner who's our distributor in this area."

"What do you mean 'a bad batch' " Zack asked with a sneer.

"Well, some of the materials were made with a more concentrated dose of our patented formula, so the development team was worried about side effects."

"Side effects? You mean we weren't meant to change into... into ... this?" Brad asked sitting down on a bench.

The man just grinned, "Well you were, and I'm guessing you wore the track suit," he pointed at Randy, "so you would have, too."

Tony looked like he was getting upset and he grabbed the guy by the shirt collar, "So what bout me... does that mean you're gonna change me back? I don't want to change, this is way cool!"

He just shoved the panther off, "No, right now there is no way to reverse it. But you and lion boy over there changed because these two are still way too, uhhh, let's say contagious. So I'm authorized to take all of you back to our corporate headquarters until we're ready to go public with the formula. We have an island down in the tropics and there are plenty of others like yourselves who have been involved in our product testing. So if you will all gather your things and come with me."

Each of the guys shrugged at each other and figured what the hell. At least they would all be together. They each cleaned out their lockers and followed the man out to a van parked outside. What he didn't know however, was that while he was busy recording some notes in his laptop, Brad snuck a paw into the man's duffle bag. He had pulled out a small item and discretely deposited it in a nearby locker.

The next day the entire school was abuzz about the strange disappearance of four members of the track team. Rumors flew about abductions and murder but none really seemed very plausible. At practice that afternoon, while the team suited up the coach made an announcement about the four guys transferring to another school and everybody seemed to buy that. Joe, the other senior co-captain, was a little upset about losing four members of his squad but he was told there was nothing that could be done about it. He went to his locker to change but when he opened it he found something odd inside. It was a pair of lycra shorts, with an interesting snakeskin pattern....