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The place was loud. Really loud.

Marc had just taken his first step in becoming a responsible adult: he purchased himself a gym membership. As he stepped into the gym he was bombarded with the harsh clanking of metal on metal, pop music he hadn't heard in nearly a decade, and the strained grunts of men trying too hard to impress each other. He observed his surroundings as he quickly padded his way through the middle of the room, passing between aisles of machines he wasn't familiar with and weights he didn't see himself handling any time soon. His trusty red drawbag slung over a shoulder, he made his way toward the back of the building and into the locker room.

He used to be an athlete. Even for his species the otter had been an accomplished swimmer since his youth, breaking school records in high school and even achieving a modest scholarship to a nearby state university. It was at college, however, he found a temptation he had never once been exposed to before: leisure. It was one thing when he was practicing with the team after school and hanging out at the pool on the weekends, which gave him a comfortable hour or two after homework to laze about, maybe play some video games or watch television, but college swimming had been a brand new beast. After a semester of 6:00 AM wake up calls and three separate practices a day, leaving him just enough time to finish the piles of homework he had accrued over the week before passing out, he finally called it quits in the pursuit of junk food and adequate sleep.

So while he still had the short, toned body of a lifetime swimmer, the four years of limited exercise and fast food had undoubtedly taken a toll, giving him the slightest protrusion of a belly he couldn't help but stare at every time he stood in front of a mirror. He couldn't stand it. He could tolerate becoming winded after a small jog or struggling to lift things he had handled with ease like he had in his younger days; what he couldn't tolerate was...

"Oh my god I'm getting fat."

He had stripped himself of his clothes, a rather standard monocolored work uniform for an office supply store downtown and rustled through his bag, trying to ignore the tummy he was here to rid himself of. He pulled out some loose, green gym shorts and a plain gray tank top as he tried to shake his mind of the image, grimacing as he imagined just how big he'd get if he didn't start his routines now. He was used to being the gorgeous one, even if he was a little on the short side. He wasn't about to let that stop now.

And gorgeous he was, belly or no. He had the slick, slightly oily fur otters were known for, giving him a beautiful sheen under the light, making his mousy-brown fur look almost colorless in its iridescence when bathed in the sun. He sported thick, dark hair not much longer than a crew cut, one of the only vestiges of his swimming career, what little of his bangs carelessly swept to the side. Though slender, his legs were comparatively stocky, most of the otter's strength residing in his powerful thighs and calves, though not terribly apparent through any sort of clothing. He shook his head of the constantly recurring image of himself ten years from now, unsightly and out of shape; he made the first step to remedy that already by showing up. Now he just had to get to work.

He bounded back out of the locker room just as half of the gym's clients began to muscle their way in past him; it was already almost eight in the evening and they had lives to get back to. Marc wasn't entirely sure how long the gym stayed open, but he had the next couple days off and didn't plan on leaving any time soon if he could help it. He looked around and noted the few machines he did understand: the leg press, the free weights, the squat station, but it was the numerous, towering and loud machines surrounding them that intimidated him, making him stare in awe as he watched a massive polar bear pull something downward that looked like a set of handlebars, over four hundred pounds attached to a thin chain.

As Marc looked around he noticed more and more of the gym's members work their way toward the locker room. "God dammit I better not be too late," he grumbled to himself, looking around at the dozen or so men left in the main room. Even if he had plenty of time, however, he had no clue where to start. Eventually someone caught his attention: a wolf around his age, leaning back in a relaxed pose against the main desk, wearing a bright red polyester workout polo and black mesh shorts, paying attention to nothing in particular as he glanced around lazily, waiting to close shop for the night. Better him than no one, Marc figured.

Marc began to approach the wolf, and as he did so more and more became apparent about the gym's employee: the wolf was a rather average height, somewhere below six foot, but muscled and toned, not like a body builder but instead a casual fan of exercise. His fur was a dark black, tufted and poofed in a naturally fluffy style, making the man look bigger than he was, especially as it protruded through the holes in his sleeves, his shirt seeming to only barely keep it contained. Finally he was within earshot, meeting his gaze to a return of a polite smile. The wolf spoke in an average pitch, though with genuine excitement to his voice. "Hey there man, haven't seen you here before! How can I help ya'?" He asked, extending a paw to the otter.

Marc return the handshake, smiling back and pleased to see how receptive the attendant was, putting him at ease. "Yeah, I'm new and uh... I kinda need some help," Marc replied in an earnest but pleading tone. It was obvious to the wolf that the otter had no clue what he was doing and loved being a point of authority, so he jumped at the opportunity.

"Oh yeah, everyone needs a tour their first time, no worries bro," the wolf replied cordially. "We actually close at eight on weekdays but..." he paused, reaching behind the counter and ruffling through an eclectic mess of pamphlets and paperwork, "here!" He said, handing Marc a small card. In bold letters it read, "Entitled To One Free Personal Training Session." Just as Marc had finished reading it the wolf had snatched it back, grabbing a hole punch and roughly pushing it through the card several times and throwing it back on the desk. "Alright, let's get to work!" The wolf exclaimed, grabbing Marc by the wrist and tugging him toward the frontmost corner of the store where several benches in reclined positions were placed haphazardly with different heights and levels of weights combined in a seemingly infinite amount of ways, most of the remaining patrons either heading toward the showers or leaving altogether. "I'm Caleb, by the way," he introduced himself, sitting on one of the benches, kicking his legs out and leaning back onto the supports, positioning himself to demonstrate the bizarre contraption.

"Marc. Nice to meet you," the otter replied, eyes wide as he tried to understand what exactly was being demonstrated.. It was going to be a long night.

-- It was nearly an hour and a half later before they had finally worked their way though an anything but cursory explanation of all the machines, the two the only people left in the whole building. Caleb truly enjoyed working out, as well as sharing his knowledge with anyone willing to listen, so not only had he demonstrated every machine, he explained what muscle groups they worked out, how to structure a workout, the importance of pacing, gym etiquette, anything he could feasibly think about. Marc was understandably confused, overloaded with information he never thought he'd be exposed to, but the constant reassurance and jovial attitude of his trainer kept him grounded, and slowly but surely he started to become comfortable with the both the gym's and his own expectations. By the end of it, the two were drenched in sweat, Marc panting desperately as he finished his final repetition, much to the amusement of the more experienced wolf. But Caleb would never let that show; everyone has to start somewhere, and he knew that by experience.

"Oh... my god... does it suck this bad every time?" The otter asked through ragged breaths, wiping a pawful of sweat from his forehead as he collapsed backwards against the restraints, looking up with a look of appeal as if the wolf had some sort of secret to make the whole process less miserable. Caleb chuckled and shook his head, grabbing Marc by the wrist and pulling him to his feet. "First off, no, definitely not," he responded, grabbing a towel and wiping the sweat from the weight's bench, "and second, keep on your feet. You need the blood to flow. You'll feel rested quicker," his tone matter-of-fact as he eyed the tired otter, who looked like an absolute mess after the regiment he had just been pushed through, his hair sticking up at odd angles and the sheen of his fur replaced with the dark matte of sweat and exhaustion. The otter shot back a look of distrust at both statements.

"Yeah, sure, you just want to keep me here," he groaned only somewhat facetiously. If it meant getting in shape, maybe this was all worth it, but that was a very soft "maybe". That only elicit another laugh from the wolf.

"Yeah, and what if I do? Aren't the results worth it?" He said with a wink to his voice; both men knew it was the truth.

"Yeah, you're right... I need a fuckin' shower though now," Marc conceded, shaking his head, sweat flung around as he tried unsuccessfully to look a little more collected. He placed his hands on his knees while he continued to take deep breaths, attempting to bring his heart rate a little lower than the incipient explosion he felt was taking place beneath his chest.

"Ah ah, there's one more! It's one of the most simple too!" Chided the wolf in response, much to Marc's disappointment, who voiced such with a pained groan. While Caleb was intent on teaching the otter what he knew, with the gym now closed for the night and no one around to bother them, he began to think of what other fun he'd be able to have with his guest for the night. With a slick grin he motioned to the middle row of weights where several bench press bars were already set up, though in need of weights. "Don't worry, I'll give you a light set, then you can go clean up."

Caleb guided Marc to the bench, laying him down prone onto his back while he left momentarily, returning with a couple small weights that Marc could not quite tell the severity of. "Alright bud, what you're gonna do is keep your body as rested as possible and keep your head straight. You want to lift with your arms and not hurt anything, alright?" To which Marc replied with a nod and another unamused groan, skeptical if he could even continue any further. "Don't worry," Caleb continued quickly, noting the otter's disdain, "I'll spot you so you can't get hurt. Just let me know if you can't finish and I'll help," he said reassuringly, walking behind the bench to place himself at the head of the set of weights. "Now whenever you're ready."

Marc sighed and nodded before shifting himself up slightly to get a better grip on the bar. Remembering the wolf's guidance, he made sure he had himself as straight as possible on the bench, taking a large breath of air as he prepared to move the bar, unsure just how difficult it could be. However, upon adjusting his head to ensure he was looking upward, he found himself facing, and rather close to, the wolf towering above him. Marc couldn't help but gulp as he noticed he was staring right up the wolf's shorts, who was wearing no underwear whatsoever. And not only that, the wolf was packing! Though he could tell little of the sheath just out of his line of sight, he saw the wolf's massive, dangling balls, almost amazed that they had been hidden by the wolf's shorts in the first place due to their sheer mass. Caleb knew exactly what was taking place beneath him - after all, that was his intent - but he chose to play dumb. "Come on bro, whenever you're ready, I got you," he said warmly to the otter.

Marc shook his head quickly as he tried to bring himself back to reality, looking up and nodding as he once again repositioned himself correctly, taking one more deep breath before pushing upward on the bar as instructed, actually amazed how easily it left its mount, especially since he had been forced to look directly at the wolf's tantalizing package above throughout. "There you go! Now bring it back down slowly and do that again!" The wolf said excitedly, urging Marc to continue onward. With as little effort as he had to exert, Marc let his mind, and eyes, wander again, staring at the wolf's balls hypnotically swaying above him as he continued his repetitions, making it through several more before letting out a small grunt, signifying to his spot he needed assistance. As Caleb helped the otter replace the bar, he beamed proudly and reached a paw down to help Marc back to his feet, patting him on the back as he swung him rather easily into a standing position. "Great job man! I knew you could do it!" He said supportively, making the otter grin proudly to himself. Honestly, he felt good! Actually, he felt really good...

Marc looked down in horror, prompting Caleb to do the same: not only did Marc manage to get an erection, but it was peeking out of the top of his loose shorts, on display for the world to see. With a squeal and a heavy blush he tucked himself back into his pants, finding himself sweating from more than just physical exhaustion as he backed away slowly, seating himself on a nearby unused bench. All according to Caleb's plan.

"Wow man, you must have really enjoyed yourself!" He jested, punching the otter on the arm, "that or you saw something you liked. There's never any telling, huh?" Of course, he knew why; he just wanted to hear Marc say it. "Nothing embarrassing about that!"

Marc rubbed his arm - he suspected the wolf didn't know his own strength - and again readjusted his swollen package which seemed to have no intention of leaving any time soon. Before he could speak, Caleb sat beside him, wrapping an arm around Marc's shoulder and lowering his voice for no one in particular. "You know, we just finished a workout... maybe I could show you how we cool down," he mused with a wink, making Marc blush again.

Marc could definitely go for some fun - as his boner made readily aware - but he truly was exhausted; he hadn't worked out nearly this much or as hard in years. "Heh, maybe some, uh, some other time, but that was a hell of a..." but he found himself interrupted by the wolf's paw on his chest, guiding him down onto his back rather forcefully, forcing a small gasp out of the otter that interrupted his train of thought, now trying to grasp the situation.

"I know, I know, you're tired... that's why I'm gonna do all the work," Caleb smirked, lowering himself from the bench and tugging lightly at the otter's pants, fingers hooked under the waistband of his underwear, sliding down with little urging and exposing Marc's manhood to the light breeze of the air conditioning.

"Goddamn you got a nice dick, you know that?" He murred seductively to the otter, but before Marc could reply found himself letting out a loud, shaky moan as Caleb began to give the otter's member a long, sultry lick from base to tip, making the little otter shiver. The otter definitely was blessed to an extent; his balls weren't nearly as big at the wolf's and probably not as well hung, but his proud eight inches bobbed lazily at full attention while Marc serviced the needy cock twitching at his muzzle.

Caleb wasted no time getting himself acquainted with the bulging mass at his maw, giving a few slow, deliberate licks before quickly working Marc's tip, taking it in his muzzle and suckling softly. He enjoyed the taste, salty from the sweat of his workout and the few drops of precum just beginning to form. Marc, exhausted, could do little but moan lazily, resting a paw behind Caleb's head, only goading the hungry wolf to continue, increasing his voracity as he took inch after inch of the otter with ease into his waiting maw, slurping loudly with each repetition. He reached a paw down to massage the otter's balls with practiced skill, rolling them tenderly in his paw while he serviced the tired otter, desperate for more as he jaggedly, and rather unsuccessfully, tried to thrust shallowly into the wolf's mouth, much to Caleb's beguilement. Within minutes he was deepthroating the otter, almost holding him in place with his talented muzzle, letting the otter grind himself into his throat, evoking weak and begging moans of pleasure with each lick and stroke.

Caleb could have easily blown the otter for hours, but knew that wasn't a realistic prospect, especially as Marc's already ragged breaths had become even more struggled and shallow, prompting the wolf to pull away swiftly, a string of saliva and precum still connecting his lips to the otter's dick, pulsing and jerking, robbed of his orgasm. Marc looked up pleadingly at the wolf, who had just shifted himself into a sitting position, leering down with a devilish grin at the otter beneath him. "W-why'd you stop?" Marc panted, trying to push himself up but found himself once again met with the wolf's paw, plastering him to the bench, Caleb reaching a finger up in a mock "shh." He stood briefly to strip himself of his pants before immediately placing himself back down onto the man beneath him. He began to shift himself upward, shimmying up the otter's body before positioning himself above Marc's dripping, waiting cock, his own manhood now erect and, while equally long as Marc's, was much thicker, a pulsing knot nearly the size of the otter's fist not even half swollen at his base.

"Don't worry, I'm not done just yet..." he jested, spitting into his paw and stroking his own tailhole, generously lubing it as he grabbed the otter's cock beneath him, grinding it between his muscular cheeks, further slickening the entrance to his passage, teasing needy little whimpers from Marc, who began gripping the bench for stability. Caleb enjoyed teasing his friend for a couple more seconds before righting himself, pushing himself up slightly to align the tip of the otter's cock with his tailhole before exuding a sharp exhale, relaxing his muscles as he felt himself entered suddenly by Marc's deceptively thick tip, his legs tensing and knees locking as he looked to keep himself steady. Marc groaned loudly in response, again trying to thrust at the stimulation he had been treated to but met with the same incapability, in his fatigue only managing to get another half inch inside. Suddenly both the wolf's large paws were on his chest, now actively holding him in place.

"Nuh uh," the wolf scolding through gritted teeth, growling softly in both dominance and lust, "I said I'm doing the work." He let himself adjust for a moment before slowly relaxing his legs, letting himself slide down the length of the otter's lubed cock slowly, grunting loudly while met with similar, masculine if not weak groans of pleasure from Marc. It was a little rough for Caleb with nothing more than precum and saliva as their makeshift lube, but the resistance only drew that much more pleasure from the otter, finally relenting as he found himself motionless on the bench, allowing the wolf to do his worst.

"God, fuck yeh..." Caleb groaned under his breath as he finally met the base of the otter's cock, feeling it pulse wildly inside him, making him shudder each time he felt Marc's manhood throb against his prostate. He idly began stroking himself off, slowly working from beneath his knot to the tip and back again, milking himself of his pre as it dripped in rather large spurts onto the otter's chest with each pump of his paw. Now adequately situated, he began to grind firmly into the cock inside him, riding the entirety of the length as he continued to stimulate himself, his cock flicking up with every rough shift of the member inside him, each time wrenching a struggled moan from the otter, lost in bliss and rather dazed.

"Mmmm, I think we're ready..." Caleb said finally, arching down to grab one of the otter's paws and purposefully placing it along his knot, now easily the size of the otter's fist with no signs of stopping. He leaned back slightly, grabbing the otter from beneath the waist to keep his cock in place before shakily pulling himself back up, letting the rock hard length inside him nearly slip out, clenching his tight passage around the tip before sliding down its entirety, granting himself yet another loud moan from the otter below. They were definitely ready.

Within moments what had become a series of scatters moans of lust and pleasure became echoes in the empty gym, the air heavy with the sensual smacks of the otter's cock manhandled into Caleb's ass and the two's gasping, insatiable moans. Marc had totally submitted, letting the wolf hold him in place and use him much like a toy, grunting and panting constantly with each of the wolf's movements. The wolf's abused hole after several minutes had no more ability to relent, Caleb speeding up his pace and feeling the large cock inside him jerk intermittently, each time treating him to a large spurt of pre that only made the penetration that much easier. Marc had totally forgotten about the cock he was holding, but that made no difference to the dominant wolf, whose riding had gone from grinding to a mutual thrusting, his knot slipping through the otter's paw with each hump and being wrenched on the release, his moans nearly ready to border on screams at the sheer stimulation of his most sensitive region.

Marc had gone from a sweaty mess to a mess altogether, his stomach and chest nearly saturated with the mass amounts of precum splattered on every obtainable inch, spotted about his chin and muzzle, making him look that much sexier to the wolf, becoming exhausted and equally ready for release. "Hold... on..." the wolf grunted loudly, hastening himself to a rabbit's pace as he thumped downwards without restraint, his hips at a flurry as he pounded himself with the otter's cock, it's owner nearly drooling as he once again found his orgasm swiftly approaching. It was only a matter of time before...

"FUCK!" Caleb yelled, echoing and ringing through the building as he slammed himself down one last time, grabbing the otter's paw and forcing him to tighten it beneath his knot, making him thrust desperately forward into it. With little warning, the wolf had began to cum, painting the otter's face with his bright, sticky seed, Marc treated to a mouthful of the salty treat as each thrust and pump against his trembling malehood milked another long, steady stream of cum that landed on every available inch of the otter. Marc, driven over the edge in tandem, had little energy left, only a series of pained whimpers escaping his lips as he ground himself lightly into the wolf's warm passage, filling the wolf's tailhole within moments with his own seed, some escaping his tailhole and covering his package with the fruits of his labor. At this the wolf collapsed on top of the otter, keeping himself separated only by the paw he managed to wedge between the two, placing him eye to eye with the small otter, panting and on the precipice of passing out. He Marc's cheek a tender lick, tasting traces of sweat and his own cum, offering a breathy chuckle.

"See, that wasn't... so bad... was it?" He asked the otter, both panting as the last remnants of their orgasms washed through the men, met with the relaxation of their respective afterglows. He was only met with a groan from the otter, now completely and utterly exhausted from his excursion. Caleb smirked as he ground himself back into the otter's sensitive cock, prompting a squeal from the tired otter. "Now, why don't we talk about setting up a training schedule..." he began, Marc resting his head back against the bench with a sigh. Guess there was no chance of avoiding working out anymore...