Fitness Center part 2

That no one in the gym proper turned in surprise when the 'A' room doors slammed shut surprised Carol to no end. She stood there panting for a moment. Sweat painted her outfit to her skin. Movement then became uncomfortable, but standing there, letting herself cool down would only make matters worse. Besides, her heart still punched away up in her throat, and though she couldn't keep her thoughts straight, she felt deep down, she still wanted to keep scraping forward and pushing on.

She couldn't gauge precisely how she changed with any real measurement, but instead by taking note of every guy around her who each struggled to keep themselves from staring. One such buck though didn't even bother turning away, but instead returned her stare with a cocked smile. Carol loved him from afar. He sported a well kept chest, under a tough tank top, and thick veins etching their way over his chiseled calves. Maybe his hair had too much gray, but it didn't stop her sauntering over to him. As she closed in on the man, she couldn't help but wonder if he could see her heart thumping through her chest, heavy as it pumped away.

"Class out early?" he asked with a measure of confidence. His slight kneading of his towel was the only visible nervous tick he allowed through his cool demeanor.

Carol mumbled out a response which she forgot immediately, but the man laughed at it, and she glowed.

"Is that so?"

"Yeah." And she slid her fingers up his bare arm. Everything slowed down but her heart beat. She felt so warm; she needed someone.

He scooped his arm around her back, and they started to move back toward a nice secluded corner. Carol wondered what he liked in a girl, in her besides her forwardness. She couldn't be certain what he went for, but there were always constants. She pulled closer, and closed her eyes as if in a secret wish. She opened them and locked him into a stare as her breasts grew even larger against his chest, and butt firmed and rounded outwards in his palm. The shotgun blast of his erection tracing along her waistband resonated like the greatest compliment she'd ever received. He stood somewhat taller than her, so he arched his neck when they kissed. He smiled to her when the kiss ended, grabbing on tighter. "Actually... I really need to go, sorry..." he said, or rather what Billy would have said. What Billy HAD said not to long ago, before running off to whatever that bitch. Carol lost the emotion on her face to a flurry of rambling thoughts. Here she had this thing inside of her, twisting her body into whatever she could push it to, and she knew if she would continue with this guy... it would all be wasted...

She needed more.

He offered Carol a lustful smile, but she didn't acknowledge, or even notice. She couldn't let it end with him. She swatted him away with a light, frantic movement which never less shook the entire wall when he smacked against it.

Carol could feel the warmth seeping away. She saw the free weights nearby, and sprinted to them. The men kept their distance now, quietly backing away and acting somewhat ignorant to her. Carol gave the weights a quick scan before settling on two thirty pound dumbbells. They seemed the right size for her, and put her arms through some struggle to complete a single curl. Soon though, the movement became easier. She became delighted when she saw that each repetition through the curl would cause her biceps to firm and rise. Behind, a man collected himself off the floor and hurried his damaged ego into the men's locker room, but by the time Carol turned to face herself in mirror he had totally disappeared from the floor.

She giggled at her new body as it continued its change. She loved the biceps as they would bulge the sleeve's fabric outwards with the exercise. But with every rep they seemed to push out less and less, and started to shrink Carol panicked and pumped her arms faster and faster, until they blurred in motion. At first they would bulge again, but finally flattened out altogether. Carol slammed the dumbbells down and fearfully grabbed the hundred pound pair. With the first curl, the veins in her neck almost shot out of her skin, but in short time the motions became easier. As with the lighter weight, her biceps looked to be flattening against her skin... but when her sleeves started to feel tight, she realized that her arms weren't enlarging, but gaining density.

While Carol still felt herself getting stronger, her interest in the exercise itself shrunk. She was fast becoming bored, and that couldn't be allowed. Oblivious to the people who actively moved out of her path while she approached, Carol jogged over to one of the running machines. She mashed at the controls with the dumbbells still in hand, in between curls. She moaned that the max-speed leveled out at ten miles an hour.

The motor started with a hum. Carol aggressively skipped the warm up whenever prompted, demanding instead to go right into the top speed. As the treadmill sped up, Carol realized that she really didn't know how fast 10 miles an hour really was. She struggled to keep balance on the contraption as it turned at full throttle under her feet.

She moved like an awkward mess, the dumbbells in her hands each fought to throw her in a different direction. Her face scrunched from the exertion, and she knew as the belt flew under her feet that her back would be tossed to the floor soon enough. But she pumped her legs all the same, tears starting to well in her eyes and her teeth grinding in her jaw.

The aerobics class concluded without incident. Angela made a point of greeting her class on the way out, and from the habit earned a bit of a small following, equal proportions of men and women, who would wait to speak with her. Daryl side stepped them all on his way out. He still couldn't catch his breath or find his footing. That woman who was in front of him... she took all his energy, all with the faintest side glance.

In all likelihood the whole incident existed entirely in his mind, with his imagination filling in the blanks and exaggerating the half truths. He knew that there was a woman who stood in front of him in class. This person exercised with a lot of energy and spirit. Right before the cool down, she jogged off, and door shut behind her with a loud slam. She had dark hair and wore a two piece jogging suit like addidas, but probably a more generic brand. Her eyes... Daryl couldn't even remember.

As Daryl made his way in the gym proper, he lost his train of thought. Everyone from the class huddled in the doorway blocking his view. A continuous thudding noise filled the entire room. After pushing to the front of the mass, he fell silent too. It was the girl... the one in front of him in the aerobics class. She was on a treadmill, beating her legs as fast as she could. Her movements were awkward, and she looked to barely keep up on the belt which blurred under her feet.

But gradually, almost imperceptibly, her stride improved, and took on a more natural flow. Soon she seemed to be moving effortlessly in slow motion. But her pant legs revealed another struggle. Her legs pumped hard and her thigh muscles responded accordingly. With every step they stretched out further against the sweat drenched fabric of her pants, until, along the seams, multiple little rips formed. The woman seemed to be aware of this and laughed in sort of triumph. Eventually all the little rips and tears joined and elongated into four major ones which ran from her upper thigh to mid cuff. Her bare legs, now visible behind the remaining patches of fabric, were a mass of muscle that sprung into attention under her skin. They looked chiseled, but still soft and supple, touchable. As she moved, her muscles stopped growing but instead her stride continued to improve. When Daryl strained his eyes, it seemed like her legs themselves lengthened pushing her up taller and taller on the treadmill. This apparently seemed too much for her, and she collapsed onto the console, her face in a sleepy ecstasy.

Daryl needed to approach her, everyone around him, and perhaps everyone in the whole gym obviously couldn't process what they saw happening to this woman, and she seemed oblivious to them. He stepped out of the crowd of onlookers and patiently made his way to her, instinctively sucking in his gut, and running his fingers through his hair. She sprung back to life when he was within a few paces.

She shot up and hopped off the treadmill and violently sent the device crashing to the floor on its side, where the belt continued to roll at ten miles an hour. She still held the comically large dumbbells which she pumped in sporadic and effortless motions.

After a moment of scanning she settled on the military press and threw the dumbbells aside. The movement looked light and nonchalant, but when they smacked against the ground the whole floor shook. Daryl froze in his tracks, staring with his mouth in a loose "O" as she ripped the hanging pieces of fabric from her pants, which exposed almost all of her shapely thigh.

Once at the military press, the woman seemed worried, evidenced in the fumbling manner she tried to move the pin to set the weight. The first couple times she accidentally shot up the empty bar, before she forced herself to patiently adjust the weight thoroughly. Daryl could see from his vantage point that the weight was set at max, which was somewhere above three hundred pounds he remembered from his own misadventures.

Her large body visibly shook as it fought to raise the bar even a little. She adjusted her supple ass on the bench and arched her back. Under her top Daryl could see new muscle swimming into place, stretching the sweat drenched fabric tight. She unleashed a bestial roar which shook the entire room. The other patrons started to scatter to the corners. The front desk sprung into activity as a couple scantily clad trainers jumped to the phones. The woman roared again, and threw her body against the bar. This time, with effort, she raised it above her head. Her shoulders, arms and back swelled.

But she didn't let up, lowering the bar to rest but then shooting it back up again, as if it could go higher than the machine would allow. To Daryl's eye this seemed pointless and painful, but the he felt the floor shake. Within a single motion, the woman lifted the bar to its limits, but started to extend her legs, until every patch of skin on her trembled. The floorboards groaned. Her arms exploded from her sleeves and her lats split her top into rags revealing a tightly stretched exercise bra and a deeply chiseled back. She stood to her full height with her arms still outstretched. The machine, apparently bolted in place, ripped away from the floor. She held the machine aloft for a moment before tipping it onto its side. It crashed to the floor shaking the mirrors on the walls echoing through the chamber. The woman paused in her place looking down. Her body visibly twitched with small spasms that would ride through a group of muscles and leave them a little larger. Her back creaked as it widened and widened without stimulus. She barely kept her balance as her legs stretched longer.

Darryl couldn't see her face, but she looked to be meditating. She raised her arms slightly from her side and let out a deep laugh.

The gym was in a furor now. Conversation came from everywhere. Still, Daryl's ears picked out "police". He stepped up to her, now barely coming up to her shoulders and took her hand. Instantly she scowled him with her stare. "And what do you want?" the woman snapped.

Daryl started to tug her toward the door. "They called the police; you have to get out of here."

The woman roared with a powerful chuckle that shook the walls of the gym and sent the other people cowering. But she let this man lead her out anyway, almost needing to duck as he led her out the doors.

"Around the back here... behind the gym." He led her to the rear parking lot; she went along at first but then absently stopped in her tracks. Daryl tried to pull her on, hoping to make it to the wooded lots that surrounded the gym, but he couldn't budge in any direction. "No you need to get away... they called the cops..."

"Ha, what do you think? I'm afraid?" She snatched her arm from his and walked over to a car. She eyed it. It was nice, a four door luxury model German import. She looked down at her arms, "I love this... I understand it..." With that she scooped her hand under a side of the car and closed her eyes. She didn't look to be exerting that much pressure but both arms expanded in size. Suddenly the car began to tilt. In blur she flipped the car onto her back, and screamed.

Daryl backed away. The woman looked in incredible pain, but still held the car on her back. Her legs shook madly; her feet broke out of her shoes trying to find footing on the pavement. Her fingers seemed to be breaking in place. But then she exhaled, and growled under her breath. And the car rose higher and higher above her. She stood to her full height and her bra snapped apart falling the ground and letting the huge breasts round out in the in open air. Her lats widened spreading like wings. She extended her arms, holding the car above her. Daryl stood paralyzed, only aware now that he sported a painfully obvious erection. She let the car sit aloft, and her arms steadied. He lost track of how long she kept the car above her, but it seemed like hours.

Suddenly she dropped the automotive like it was a feather. The crashing sound the car made against the ground brought the sound of the world back, but Daryl still stood in place. "You think I should be afraid of the police?" She sauntered over to him, now he only came up to her breasts. "But you're trying to save me, right? Why's that? Did you want a reward?" She breathed down at him, now a huge mound of muscle, striated and solid. She put her large palm over his crotch.

"Is this all you came with? What did you hope to do with this little thing? Huh? Did you enjoy the show over there? Huh." The tone of her voice changed, almost to a hush. Daryl noticed that her free hand now rest on her crotch, and her eyes were clenched shut. "No, you're not strong enough for me now. You couldn't do anything now." She snarled, a raspy noise like a cheetah. Her hand over his crotch started to warm up, and Daryl felt more blood extend into extremities, and into her palm his erection grew and grew, larger than ever before. "Not strong enough..." She slapped both her hands on his arms and brought him up to her lips.

She tucked her tongue down his throat, and Daryl coughed, suddenly feeling violently ill, like a fever spread over him. And in a wash he felt his body firming up, everywhere. He felt strength pouring into him, but was in such pain he could hardly move a muscle.

The woman assumed a single minded demeanor. With Daryl still held mid air, she leapt up and flew deep into the wooded lots with a few bounds and threw Daryl to the ground, kissing at him ravenously as she tore away at his clothes. She straddled him, guiding his member into her, and then mashed him as she clawed at his back.

Daryl's body eased up enough to enjoy the experience, and returned her advances accordingly. He lost track of how long they were there, only that they incredibly kept going. The police never came, even with all the noise that escaped.

"Oh my God..." she cried.

Daryl opened his eyes; the hulking woman pulled off him and stumbled to her knees.

"What happened...? I..." She made great effort to not look at her body, instead ran her hands along her curves... "This isn't right... oh God, what happened?" she said in tears and with a healthy bit of terror in her voice.

Daryl got his bearings and tried to cover himself with his tatters of clothing. The woman gave him a glance before really recognition set in. "Oh my God, I am so sorry, I didn't mean to... this never happened before.... I don't know what happened... I'm just so sorry..."

Before his eyes she seemed to be shrinking... as she cried louder her muscles receded into her skin. Daryl worked up some courage. "No it's all right, really.... Everything's fine," but she wasn't listening. He felt his body begin to loosen up too, although wasn't nearly as large as she. "My name is Daryl, what's yours?"

The woman gave no reply.

"Ma'am, I didn't catch your name."

"Carol," she blubbered through her tears.

"Carol, it's alright." She moaned in response, so Daryl sat beside her, and threw his arm around her back. Carol was tense at first, but she soon relaxed. "I'm alright, and you're definitely looking ok."

She laughed and wiped her eyes.

"I mean, no one got hurt, it's going to be ok. Why don't you just tell me what happened in there?"

Carol thought for a moment. "I don't know! I just wanted to get into shape... and I was in this class and I was doing this exercise and then it just started in me."

"That's all? Is it over?" "I think so..." she closed her eyes and breathed, "I don't feel it anymore, it's like it was never there at all. I don't know. Really, I just went here because this girl I work with. And she always says to me how good I would look; I could look really good if I got in shape. Because I was going out with this guy and he left for this painter... Cause he paints and..." She looked at him. "I'm sorry; I didn't want to bring him up."

"No it's alright."

"And I ran out of the workout class and I came on to this guy... but I hurt him..."

"I'm sure he's fine, Carol."

"...and that car?"

Daryl paused for a moment to think of how to put a spin on that. He thought hard, but in the end just started on a chuckle, which she joined into. "Well when you sell your story to Ripley's I'm sure you'll have enough to cover the repairs."

They both laughed. "Yeah... yeah," Carol started now in mid laugh, "and I'm sure the government will be after me too!"

"It'll be an X-File." Daryl said, and laugh died down. In the end, Carol seemed content. She stopped shrinking there. And Daryl stood up, to help her to her feet. She was still taller than him maybe six three, with a very athletic build. Her body had kept a lot of the muscle, but it wasn't as obvious, just in her carefully sculpted abs. the bunches above her knees and her chiseled back. Her breasts were still large and rested firmly on her chest. Her face reverted entirely back to plain look but with her long dark hair now cascading over her shoulders. Their roll in dirt left a lot of little leaves and soot in it now, and Daryl started to clean them out.

"What are you doing?" She asked.

"Killing time, honey, unless you can find some clothes, we're not going anywhere till dark. Besides, my car keys are in gym still and yours too probably."

"I guess you're right." Carol stared out into the woods and started to laugh again as she felt Daryl's fingers through her hair.


Five years later Billy came to college to cool down now. He had already taken all the art courses they offered, and now, with really no hope of becoming a really successful painter he realized that they were about the best thing he knew of to really relax. He even left his cell phone in his car, hundreds of feet away. On Monday's 5 - 9:30, he wasn't afraid of the office, this was his time and his time alone. He liked to think of Monica and her work that was now in a couple really good galleries, his bragging rights in the field. He secretly enjoyed knowing that a couple of the brushstrokes on those canvases were his, so he could invest some pride there too.

The teacher came in with a shuffle. She was older and shaped like a bell (she wore dresses which seemed to flaunt this), and not the best instructor in division. None the less, she kept her classes interesting and lively and full of good subjects to sketch out.

"Ok class, today we'll have our first nude model of the semester, a female, with the male on the twenty third, I know some of you here have down nudes before..." she paused and turned to Billy, "Like William there, but for those of you who haven't don't worry. Once again, go slow, try to get the whole form at once and then work on the details. The model we have is one of my favorites; she's beautiful and can get into these really great poses for hours. And I'm not supposed to say this but this is her first session since delivering her first child, but I don't think you'll be able to tell.

"Ok we're ready." The professor waved in the model, and Billy took to sharpening his pencils. He learned early on not to expect beautiful models, or young ones or models that could even stay awake for the duration of the class, but when he turned around his jaw dropped. He could only see her from behind, but what a behind. She looked like a jogger, but everything on her looked to be lightly chiseled. She looked like a statue of a woman something off the cover of some swimsuit calendar. All the men in class exchanged glances at their good luck, and even though Billy was almost twice their age of most of them, he joined in too.

The professor exchanged some words with the model as she disrobed, setting free two of the largest most supple breasts Billy ever seen. When fully naked she started into a stretch routine which revealed all the mass of muscle under her skin. She kept tense for a moment as if enjoying the looking like a bodybuilder before relaxing. She turned to the couch which had been set up for her earlier, but Billy still didn't catch her face, trying to hide his blatant stares at her chest.

"Are you ready, Carol?"

Carol? Billy quizzically raised his glare up to her face. It took him a moment, before it really registered. It wasn't HIS old Carol, that would be impossible, but THIS girl had Carol's exact face, rested atop of the perfect body. She twisted herself around until she was staring right at Billy. "I like this pose," She told the professor and locked her eyes onto his.

"Ok, class, we'll begin."

Everyone started drawing, except Billy, who sweated madly. His mind raced. The model had Carol's voice, and face, and she was staring right at him. He couldn't move, he tried to raise his pencil to the paper but couldn't keep focus long enough. It was like some weird Twilight Zone revenge. He was sure it was an illusion of his mind, he hadn't given Carol a thought in three or four years, but it must have stayed alive in his subconscious. He started to tear up, and forced himself out of the room.

Carol started laughing and lost her pose. The class moaned and she apologized and returned to her position. She didn't feel any warmth this time, but in seeing Billy's face in the flesh again, she felt a cool contentment which of course was more satisfying.