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Tomo-chan collapsed on the bench with a sigh of exhaustion. “Phew… Was it just me, or was that session a little harder than normal?” 

Down on the floor of the changing room, Carol moaned. She lay with her face in the tiles and her butt up in the air, sweating all over. Tomo had seen used dishcloths with less water in them.

“How do I loooook?” she asked, raising her head.

“You look like a blobfish,” said Tomo. 

She slumped. “I don’t wanna exercise anymore…” Groaning, she struggled to push herself up. Unfortunately, this was too much like a push-up, and she simply ended up with her face in the floor again. “I don’t wanna ever leave this spot.” 

“It’ll pass,” said Tomo, picking her up and plopping her on the bench, where she slid onto her side like a melting ice cream. 

As Carol recovered from the four and a half push-ups she’d attempted, Tomo turned her attention to the changing room’s mirror and studied it with a frown. Was it just her, or were her gym clothes starting to look a little ragged? Experimentally, she pinched the smooth, green fabric and tugged, softly, just to see what happened. 

With a terrible rrrip, the patch tore straight off. 

“Shit!” Tomo tried to stick the patch back into place, but it was futile. Finally, with a sigh, she simply flung it away. “Fuck!” 

“What’s the matter?” said Carol, whose face was in the bench now. 

“I really need a new gym outfit.” She couldn’t keep herself from picking at the tear. Urgh, it was like wearing a used tissue. 

Carol’s head snapped up, and her eyes glinted mischievously. Like a snake, she slid off the bench and across the floor to Tomo, where she coiled around her legs and back onto her feet. “Hmm,” she said, planting her hands on Tomo’s hips. “Let’s see…” And without warning, she started roaming her slick, sweaty hands all over Tomo’s body.

“H-hey! What are you doing?” 

“Taking your measurements,” said Carol, wrapping her hands around Tomo’s breasts and squeezing. “Hmm… Hmm…” She slid down Tomo’s sides and came to a stop with her fingers on her thighs, which she wasted no time in tickling and teasing. “Hmm… Yes… I see… I see…” 

“W-will you get off me?!” Tomo’s face had turned as red as her hair. “Seriously, quit it, before I–” 

From the doorway came a snort of exertion. 

As one, Tomo and Carol stopped moving. The person who’d snorted, meanwhile, squeaked, and the door slammed shut. 

“Ugh!” Pushing Carol away, Tomo snatched her towel up and made a futile attempt to cover herself. It was a little too late, but still– “Look, you’re attracting all the perverts!” 

Carol inspected the door with a blank expression. “I didn’t think they were that quick…” She shrugged. “Do you still want me to get your new clothes?” 

“Huh?” Tomo had moved to a spot in the corner where she could get changed in peace. “Sure, whatever.” 

“Yay!” said Carol.

Grinning, she reached into her locker.

**

Kenji raced down the corridor as fast as his erection would allow him. “Daiki, you fat fucking pig! Why’d you have to go and blow our cover?!” 

Daiki hurried after him, panting and sweating like the aforementioned animal. He wasn’t really fat, not really, but after blowing their chances to see some hot Tomo ass, he’d be lucky if Kenji called him anything nice for a year. “I-I’m sorry, Kenji! I just got so excited!” 

“You think I didn’t notice?!” 

They rounded the corner and took the stairs up to the roof. It was the best place to hide from an enraged Tomo-chan: if she caught them, they could always spare themselves a beating by jumping off. 

Slamming the door to the stairwell behind him, Kenji threw his back against it and lay there panting. “Next time we go peeping on girls in the changing room, I’m going to stuff your mouth with a fucking shirt, you hear me? Let’s see how loud you snort then!” 

Daiki squealed – Jesus Christ, he just couldn’t stop himself. “I’m sorry, Kenji! It won’t happen again, I promise!”

“Zip it.” He’d heard enough from this fat idiot for one morning. 

Daiki, who was nothing if not obedient, zipped it. 

With a sigh, Kenji pushed himself off the door and strolled to the edge of the rooftop. “Fuck it’s hot out here today.” He’d thought it was all the running that had done it, but nah, the sun was really killing him with its rays. God, he was sweaty. 

“Wh-what do we do now, Kenji?” 

Kenji inspected his phone. It was getting pretty late – they’d probably missed their chance to spy on any cute girls today, no thanks to this idiot. Sighing, he slipped it back into his pocket. “You can do whatever the hell you want. I’m giving it five minutes, and then I’m heading home.” He plucked a cigarette from his pocket and lit it before Daiki finished processing his words. 

“W-we’re just giving up?” 

Kenji raised an eyebrow. “Er, yeah? Unless you can think of another way for us to get close to a cute girl, because I don’t know about you, but I’m out of ideas.” 

The stairwell door flew open. 

Kenji jumped, dropping his cigarette and readying for a fight, though what exactly he intended to do if Tomo had actually caught them, he had no idea. Maybe throwing Daiki at her would distract her long enough for him to escape. 

Fortunately, it wasn’t Tomo. Instead, it was that busty blonde bitch she was always hanging out with. ‘Hymn’ or whatever her name was.

Daiki, whose verbal lashing had left him a stuttering cretin, threw himself behind Kenji and shivered. “I-it’s her! It’s that girl with the big tits! What do we do now?”  

“Shut the hell up!” Kenji turned back to Noel or whatever. “What the hell do you want?” Probably she was here to get revenge in Tomo’s place. Which was fine with Kenji – he fancied his chances in a fight with her way more like he did with Tomo. And fuck she had nice tits. In retrospect, why’d they been spying on Tomo in the first place when this hot piece of meat was in there? 

“Hi,” said the blonde. Carol, that was her name. Carol. 

“Hi,” repeated Kenji. Jeez, this bitch was doin’ all the blondes of the world a disservice. “Yeah, nice to meet you. Now what the hell do you want?” 

“Oh!” Carol perked up – it made her boobs bounce, and fuck if the sight wasn’t worth the whole experience. “That’s right! I almost forgot! You guys wanna get close to Tomo’s body, right?” 

Kenji froze, struggling to believe what he was hearing. Had she said what he thought she’d said? And in that tone… It didn't sound like she was mocking them for it either. Did it mean what he thought it meant? People only said stuff like that when… when they were planning to offer something, right? Did she have photos or something? Was she gonna sell them Tomo’s lewds, or…? F-fuck. Fuck. What if it was even more than that. What if it was some kinda kink thing? What if she was gonna sell them Tomo herse–?

“You’re looking really sweaty,” said Carol. 

“It’s hot out!” Kenji shook his head and clamped down on his racing thoughts. He was getting ahead of himself, way ahead of himself. This bitch wasn’t gonna whore out her friend – she was just here to make fun of them or something. “What’s it to you, anyway?” 

“I have a way you could get closer to her,” said Carol. 

She sounded serious. Fuck, she sounded serious. But there was no way, right? Stuff like this didn’t actually happen, did it? Fuck, were they in a hentai mag or something? What the hell should he say? What the hell should–?

Behind him, Daiki squealed again. Like a fat fucking pig, like the fattest fucking pig. “G-g-get closer to Tomo-chaaaaan?” It wasn’t exactly an oink that came outta his mouth, but you’d have to be Old McDonald to tell the difference. 

“Yeah,” said Carol. “Like, super-close. You wanna do it, or…?” 

Kenji chewed his lip so hard he drew blood. F-fuck, fuck, she was serious. Fuck. Fuck. What should he do? What should he do? He couldn’t actually say yes, could he? …Could he?

“Yes!” said Daiki, snorting. “Hell yes!” 

“Yay!” said Carol, and she produced a raygun. A big, pink raygun, like something out of Mars Attacks!. “Hold still!” 

Kenji’s eyes went almost as wide as they had when he was ogling Tomo. “W-w-wait a second! What are you doing with–?! Stop pointing that thing at us! Stop–!” 

That was all he managed to say. Before another word could leave his mouth, the beam struck him in the gut, and he doubled over like she’d punched him. “Ack!” 

Adjusting the raygun’s knob, Carol turned and casually shot Daiki as well. He managed one last porcine squeal before his own voice cut off, the fat fuck. 

Kenji’s legs gave; he dropped. Striking the rooftop, he lay there and squirmed, weak moans oozing out of his lips as his body twitched and spasmed like a drowning fish. F-fuck. Fuck. Fuck, what’s she doing to me?! What’s she doing?! 

His arms and legs snapped out as if pulled on by ropes. He squealed again, terrified they were about to be torn off him, but instead, they curled back, bending till they joined up behind him. His legs, too, twisted till they were sole to sole, forming a large ring, and his arms arched over his shoulders so his fingers met his ankles. It should have hurt; it should have left him screaming. Instead, it came with a kind of orgasmic pleasure, and– Well, actually it did leave him screaming. “Nnnnnn~! Ah! Ah! Ah! Oooo…!” 

With a low moan, he came. His erect cock, pressed against the rooftop, fired off a long rope of semen. 

As he struggled to process this utterly embarrassing feeling, Daiki struck the ground beside him and lay there jerking and moaning like a fish out of water as he underwent his own strange contortions. Like Kenji, his limbs snapped straight. Unlike Kenji, they jerked forward, flinging him onto his back, and leaving him lying there staring up and moaning as his hands met in the air, fingers twining, and his legs curled into an arch to meet them. It should have snapped them in half at the knees, but instead they bent like trees in the wind. “K-Kenji! K-Kenji! What’s happen–Nnnnnnnah! Ooooooooo!” 

Kenji tried not to look at Daiki’s crotch. 

Fortunately, he had more than enough to think about with his own changing body. As he squirmed, fighting to regain some measure of control, his nipples tingled and hardened into a pair of little cherries. He stared at them, struggling to figure out what it meant – since when was he the kind of sissy whose nipples got hard whenever he got horny?! 

They didn’t just get hard, however. In fact, they started to rise, lifted up by two welling mounds of what had been hard pecs and were now mounds of soft flesh. Kenji’s eyes almost jumped out of his sockets. W-w-what was he…? Th-those looked like…! 

“T-tiiiits!” cried Daiki. “Kenji, you’ve got tiiiiiiiits!” 

A bead of sweat fell from Kenji’s face and landed in his cleavage. F-f-f-f-fuck! 

As if encouraged by his reaction, his new boobs swelled even faster, popping his shirt as they bloated to greater girth. The bigger they grew, the weaker the rest of him felt. He tried to keep fighting, to keep resisting, but it was like all of his strength was pouring into his tits. What the fuck was happening to him? 

With much effort, he managed to look back, and what he saw made him squeal even louder than Daiki. His limbs, his limbs were fucking–! 

What had once been a pair of masculine arms and legs were now four reedy strips of skin little thicker than the nerdiest nerd’s limbs – they looked less like human body parts and more like fucking ribbons! Rippling in the wind like the flimsy things they’d become, they continued to change, widening, melding and fusing till it was hard to tell where one ended and the next began. His sleeves and his jeans, trapped around them, were drawn tight, sucked to his skin, absorbed, till it was impossible to tell where flesh ended and fabric began. He screamed. 

Beside him, Daiki moaned as his own limbs did something similar, his hands fusing, his arms thickening, and his legs stretching sideways to form a kind of triangle with his pants drawn taut around it. He squealed and thrashed, moaning louder with the second, not that it made any difference. Finally, his lips snapped shut, and when he tried to open them again, they refused: a couple seconds later, it barely looked like he had a mouth at all. “Mmmmphf! Mmmphf!” 

Thick beads of sweat trickled down Kenji’s face. What the fuck?! What the fuck?! His own lips were getting harder to move with the second – it wasn’t long before they stuck together as well. 

His head dropped, sinking towards his new bust, which continued to grow as the rest of his body shriveled. He wiggled, squirming against it, but it was like sinking into quicksand – the more he fought, the faster it seemed to happen. 

Finally, his head sank into his neck. His crotch flowed up into his stomach, dragging his still-hard shaft against the rooftop in the process. As he whined, it continued its journey upward, and in the end it and his stomach both vanished into his chest, making his boobs even fatter in the process. By now they were like a pair of beanbags – he couldn’t have stood again even if he had had control of himself. Nnnnn~! Please, please, please make it stop! 

Daiki’s moans, already muffled, cut out with one final whine. Kenji turned his gaze and squeaked to see there was little sign of his former friend remaining. Just a big sheet of green and brown cloth, like a giant pair of–

His thoughts cut off, unable to continue. Because what Daiki’s new form looked like to him was a giant pair of exercise shorts – tight lycra exercise shorts. And he’d certainly get closer to Tomo-chan’s body like that, wouldn’t he? 

His eyes snapped back to his new breasts just in time to see them flattening out, squashed by a pair of giant boulders, till they looked less like boobs themselves more like something meant to hold them. Cups. Cups. He was staring at bra cups! 

“Mmmphf! Mmmphf!” Forcing his head – or what was left of it – upward, he squealed at the blonde with all the power he had left to him. “Mmmphf!” Make it stop! Make it stop, please! 

Carol simply cocked her head, as if she didn’t understand what he was getting at.

It was his last chance, and she wasted it: before he could say anything else, before he could make even the slightest of whimpers, what remained of his face dropped between his flattened new cups and vanished into the band of green fabric connecting them. He managed one last scream, one simple, feeble scream…

…and with that, everything went dark.

*

Carol watched with an expression of curiosity as the perverts finished shrivelling into a cute green sports bra and matching pair of sports shorts. Finally, with a few last twitches they ceased movement entirely. Blowing the steam off her raygun, she tucked it into her cleavage and scooped them up. 

As she raised them, she couldn’t keep herself from giggling. She’d expected a pair of pervs to make a set of crappy clothes, but instead they’d come out perfect! Tomo-chan was going to love them! 

She gave them a few playful stretches, just testing their elastic. They didn’t tear – they were definitely higher quality than Tomo’s old pair – but was it just her, or could she hear someone crying? 

She cocked her head, listening, but she couldn’t hear it again. Finally, she shrugged and tucked them into her cleavage with the raygun. Bouncing back down the stairs, she hummed to herself as she skipped through the school. Tomo-chan was going to be sooooooo happy with her! 

It didn’t take long for her to find her: she bumped into the muscled redhead on her way out of the gym. “There you are!” cried Tomo, seeing her. “Where the hell did you go? You ran out like the place was on fire!” 

Carol skidded to a stop at her feet and stuffed a hand into her cleavage. With a pop, she pulled out the sports bra and shorts. “Ta-da!” 

Tomo stared at her. “Is that…?” 

“Your new sportswear!” said Carol, unable to hide her excitement.

“Wh-what do you mean my new sportswear? Carol, you’ve only been gone for ten minutes! Where the hell did you get this? Don’t tell me you stole it?” 

Carol placed a finger over her lips. 

“C-Carol!” 

She rolled her eyes. “It’s fine – don’t wooooorry. Just put them on next time you go to the gym. I promise you’ll enjoy them. Even more than they’ll enjoy you!” 

“Wh-what the hell does that mean?” 

Carol simply pressed her finger to her lips. 

***

Kenji wanted to scream, but he had no mouth with which to do so. No mouth to scream with. No limbs to shake in terror. No skin, no muscles, no bones – merely cups to hold breasts and straps to keep everything together. It was torture.

No eyes, either – fortunately his sight had returned not long after the transformation had ended. Just in time for him to get a big shot of that Carol bitch’s face as she picked him up and grinned at him. 

Now it was like he’d blind again: lying in Tomo’s gym bag, there was nothing to see but the darkness. He would have whimpered, if he’d still had a mouth to whimper with – ever since he’d been a child, he’d been terrified of the dark.

Just as he thought he’d go inside, the roof of the cavern split, and a blinding beam of light seared his non-existent eyes. Everything went white; giant hands seized him, raised him. He screamed, screamed again, and just like that his vision adjusted, and there he was in the women’s changing rooms, moaning as Tomo held him to her face. “I suppose they’ll do,” she said.

St-stay away from me! Stay away! This couldn’t be happening. This couldn’t be happening. He couldn’t be this muscley bitch’s sports bra, could he?!

Planting him back on the bench, Tomo reached back into the bag and pulled out the pair of sports shorts that were all that remained of Daiki. If Kenji hadn’t seen the fat fuck transformed, he never would have been able to tell them from any other pair. 

Tossing Daiki onto the bench beside him, Tomo kicked off her shoes, peeled off her socks, and reached for her skirt.

At first, Kenji wasn’t sure what she was doing. Then her skirt hit the floor, and he realized all at once. She was stripping! She– she– she was stripping off! 

Her spats hit the ground a second later. Throwing off her jacket and her blouse as well, she turned back to the bench, and Kenji got his first look at her magnificent chest, bound tightly in a plain black bra. He squeaked. 

Tomo-chan picked up Daiki. Picked him up and pinched his rim and, as Kenji watched the whole scene in mortal terror, slipped one of her meaty legs straight through his body. 

Kenji flinched in sympathy. He didn’t even wanna know what it felt like having someone like Tomo’s leg in you. Let alone two of them. 

Releasing his friend with a snap of elastic, Tomo turned and examined herself in the mirror. “Not bad,” she said, smacking her butt. “Kinda tight though. Eh, whatever.” 

She turned to him. 

He had had plenty of time to prepare himself for what followed, but it didn’t make a difference: when she seized him, her fingers pinching his fabric like a giant’s, he screamed and struggled to pull away all the same. 

She raised him high, squinted at him. Kenji whined, pleading for her to put him away. 

In the end, she simply shrugged, and without further fanfare, thrust an arm through him. 

Kenji screamed. Forced through him, her arm stretched his fabric near to tearing. It felt as if she were fisting him from anus to mouth.

As if he hadn’t suffered enough, she promptly stuck another through him. It and her head – her giant fucking head. Both his holes felt like they were on the verge of splitting. Nnn~! Nn-nnnn! Nnnnnnah! He was choking. Choking. Choking. 

Grabbing his end, she yanked him downward. Over the mountainous curves of her breasts, her nipples scraping his fabric till he felt certain they’d cut through him, and at last, just as it seemed she must tear him, released him with a snap of his band. Ecstasy surged, unbearable, through him. 

And then, just like that, it was over. He was on her. He was worn. Just like any other sports top. 

Turning back to the mirror, Tomo ran her hands over him. Kenji shivered at the thrill of her touch as wave after wave of pleasurable feeling rolled through him. Nnn~! Ah! It was like she was stroking his–

“I guess they’ll do,” said Tomo, slipping her feet into her sneakers. And just like that, she turned to go. 

Inside him, her breasts jerked, fighting to escape him, while his fabricized skin gripped them tight, battling to keep them in. The tension was torture – he felt as if he were holding up a mountain. Two mountains! Every square of him wanted to scream with the strain.

Help me… thought Kenji, as she stepped into the gymnasium. Help me! 

*

Not everyone was having as much fun as Kenji: down below, Daiki screamed again and again as Tomo’s fat, jiggling asscheeks bounced in the tight confines of his body. Blind, inanimate, his face planted deep in the crack of her giant ass, he could do nothing but cling to her and scream at the crushing weight of her backside. ‘Mountains’ was an understatement – compared to her boobs, Tomo’s cheeks were like planets. 

He couldn’t see, so he couldn’t tell what Tomo was doing exactly. It wasn’t until her cheeks started bouncing inside him, flung up and down like they were on a trampoline, that he realized she’d started her workout with a jog. Nnnnnn~! 

Her ass rose and fell, rose and fell, stretching his poor, tortured fabric to its limits in the process. When she moved on to sit-ups, it only got worse – now he found himself crushed between the floorboards and her ass, every inch of his extra-sensitive body smothered into orgasm. 

Worse even than the bouncing and the crushing was what happened when her workout really got going: stunned by the slapping of her ass, he didn’t notice it at first, but it wasn’t long before the smell became impossible to ignore. 

Wh-what is that? thought Daiki, struggling to think. I-is that–?

He tasted something on his tongue, which seemed to be spread across his entire body, and to horror, it tasted like salt. No! No! No! 

***

By the time Tomo finished her workout, she was exhausted.

Returning to the changing room, she studied herself in the mirror. Her new outfit had done a pretty good job, only–

Raising an arm, she sniffed her pit. Oof, they were soaked though. She’d really worked up a sweat today. 

Well, that was fine. Soaking up sweat was part of an exercise outfit’s job, right? She’d get a few more uses out of them before it was time to wash them. 

Peeling them off with a sticky schlorp of sodden fabric, she tossed them onto the bench with a wet smack and headed for the showers. 

Her bra and her shorts, lying atop each other, twitched ever so slightly.