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"No way, dude."

The possum rested his cheek on his right paw and his left paw on his hip, lying sideways in the huge armchair.

"C'mon Alex , I really want you to come with me to the gym."

"Nope."

" You'll love it and it'll be good for you."

"Uh-uh." The possum flipped onto his belly.

The cheetah tugged the possums' tail to make him look at him.

"The last time you had a check-up the doctor said you had needed to get more exercise and take better care of your heart."

"So?"

"So, your dad's a diabetic, your mom has high BP and a bad heart, your grandma-"

The cheetah went on and on listing medical conditions in the possums' immediate family as the possum rolled his eyes and sighed. The big cat gave his tail a little tug every time he looked away. When the cat finished listing ailments and causes of death, he let go of the possums' tail and the possum flipped on to his back to face him.

He took in the figure of the cat currently pestering him. William Sjambuk(Will to his friends) was a cheetah who, like most of his species, had a narrow runners build. His eyes wandered from the cat's poof of white chest fur, exposed by his red cotton wife beater, to his powerful but slender shoulders and thin, muscular arms. He loouked into the cat's eyes.

"You know yer gonna do what I want." The cat gave him a toothy grin. "You always do."

"I don't always-" he started but, was cut of by a short, loud laugh. He flipped his head back to look at the sofa beside his chair where the massive form of Nikita, his roommate and best friend, lay.

"You do, Alex!" she laughed. "You totally always give in to Will, every time." She sat her book on the coffee table in front of her.

Nikita was a 23 year old Husky/Caucasian shepherd mix. She was the granddaughter of wealthy russian immigrants and Alex's pretend girlfriend, when they came to visit. Her father had been the most detestable, spoiled, alcoholic trust fund brat who had ever lived and had caused the death of her mother when he had crashed his sportcar into a divider driving them both home while drunk one night when Niki was 7. She Went to live with her grandparents and had not spoken to him in over sixteen years. She and Alex had met as children and reconnected in college, when they got an apartment together for Niki to flex her independence a little.

She was over seven feet tall and muscular, as she often worked out with Will. Her black-and-white coat was thick, as were here hips. She was buff, beautiful, and bisexual leaning towards lesbian. Her favorite pasttimes were reading, working out, tormenting Alex, and collecting increasingly larger strapons to fuck him and her long string of girlfrinds with.

Alex flipped back to his belly to look at Nikita's book .

"Essays on feminism by Gloria Steinhund" he read aloud. "I hate Steinhund."

"Me as well" she agreed. "Rich pure-bred bitch" But it's for my women's studies class."

"A Women's studies class can't get better feminst scholars than Steinhund?"

"Stop trying to change the subject. You know you wanna go to the gym with Will. Just go."

Alex sat upright in the big armchair. "People will laugh at me! I don't feel like being judged by hot dudes in tight shorts."

"Dude it's six-thirty on a Friday night." Will sat in the chair beside the possum and threw an arm around him in an attempt to comfort the shy trash-rat

"People are out cashing checks, hitting the clubs and bars, partying, and fucking." He rubbed Alex's ears and ran his slightly-blunted claws through the possum's mohawk'd hair.

"The only people there will be you, me, the gym staff, and Niki if she's in the mood?" they turned to look at her.

She waved her big paw, "Book." she said simply.

"Alright, you and me then." He gave the possum a suggestive look, "might be somethin' in it for you, other than not dying at fourty." That got him a grin.

"Fine."

"Really!"

"Yes."

"Fuck Yeah!" Let's git before you back out!"

" I don't-" began.

Another laugh from Nikita

"Fine! Fuck!"

Alex stopped by his room to grab gym clothes. As he finished gathering shorts and a shirt he paused to look at himself in the mirror. Alex West was an overweight, Twenty four year old opossum. At five-foot-five and two hundred and fourty pounds, he was easily the shortest and heaviest of his friends. He was rather average for an opossum, if a bit heavy. Black-White-Gray color scheme, blue eyes, big belly, long prehensile tail. He had grown out his headfur and shaved it into a mohawk, dyed it pink, and pierced his nose and ears, in an effort look more "punk". Realizing It had been several minuites he finished his gathering, headed into the hallway, and out the door with the excited cheetah.

They headed out to Will's new car that he had gotten as a prize for winning a contest at his job as a used car salesman. Alex put the bag into the trunk and climbed into the passengers seat. Will dug his phone out of the pocket of his tight jeans and plugged it into the auxillary.

"The Usual?" he asked. Alex nodded. 90's alt rock filled their ears as they made the roughly thirty minuite drive to Will's gym. They talked about Will's job and his recent promotion to manager at the dealership. After six months at the company he had outsold all the other new salesmen and two out of three of the then managers. Alex could see why, Will was confident and clever as well as gorgeous. He often wondered what drew the big cat to him, a question he asked.

"I like you for the same reason you have to ask me why I like you."

"What?"

"Because you're the possum you are."

"Oh, okay" Alex nods. "What?" he asks again.

"I like you for you, dude."

"Then why are you taking me to lose weight?"

"I'm not taking you to the gym to lose weight." Will says, suddenly serious.

" It ain't about how you look, it's about you getting healthy. I couldn't give a shit if you lose weight Alex, you're attractive to me the way you are."

Alex blushes, "Thanks" he says.

They arrive at the gym a little after seven. The large parking lot is nearly empty.

"See, empty,fuckin' ghost town" Will says.

The big, lighted yellow sign over the entrance says "Furfit". Underneath, also in yellow is "24hr". Will pulls open the front door and motions the shy garbage -nuzzler inside. The front lobby is spacious and air-conditioned, and decorated by pictures of athletic (and naked, Alex notices)furs, in various poses. The mouse girl behind the counter looks up from her computer and waves.

" Konnichiwa Will!" she squeaks. She walks(more like prances) out from behind the front desk to greet Will. She's dressed in a t-shirt with Kanji on it and what Alex suspects to be a black spandex onsie, though he'd have to pull up her t-shirt to be sure. She's blonde with white fur slim, toned, and pleasently narrow chested.

"Hey Allie." Will gives her a brief hug and asks "Who's all here tonight?"

"Just me and Jeremy. He's in the next room."

"Kay"he nods. He motions to me. "This is Alex, i'm gonna take him to change and we're gonna work out a bit."

"Mmkay, I'm gonna get back to work then" Alex stares after her, then at Will.

Will snorts and takes his friend by the hand to hurry him down the hallway and into the unisex locker rooms on the left. He barely makes it inside before he's overcome with a fit of giggles.

"Allie takes a lotta diet pills" he says putting air quotes over Diet pills.

They notice that they're still holding hands. Will looks into his friends eyes for a moment then squeezes his hand. Alex looks back into Will's gold-ringed eyes and leans up to kiss him. Will is a little suprised, but eases quickly into it, parting his mouth so their tounges can touch and entwine. Alex breaks the kiss first, nuzzling the cheetahs chest and holding him close as Will rubs his back and kisses him on top of the head.

"Been a bit since we last did that" Will purrs. Alex makes a sounds of agreement into Will's chest, enjoying holding and being held.

"Let's get changed, mmkay?" Alex lets go and follows Will to the lockers. Will stops at a particular locker and pulls a key from his pocket to open it. Alex sets his bag on the bench behind them and kicks off the flip-flops he's wearing. He turns back to see the big cat pull off his shirt. He looks at the fine , sculpted abs underneath the white fluffy fur and sits down to watch the cat undress. Will is a rare cat, A king Cheetah. He has a line of long black hair that runs from his head to his shoulders, and where most of his kind only have spots Will has stripes on his shoulders and back. Will looks at Alex and notices him staring.

"Enjoying the show, baby?"Will asks. Alex grins his big opossum grin. Will only calls him baby when they're alone together like this.

"You know I am." The cheetah grins back at him, flexing his thin, powerful upper body for the trash-rat. He unbuttons his jeans and walks over to where the possum is sitting.

"Help me with these, would ya?"

Alex's paws shake a bit as he grabs the zipper of Will's tight jeans and pull it down. He runs his thumbs up to the middle of the waistband and slowly pulls. The jeans are tight so they begin to pull at Will's underwear in the back, dragging the further down his hips until the elastic pulls free of them. Will is wearing a pair of tight blue bikini briefs that just barely contain the lightly fluffy white pouch and plump sheath that lie beneath them. Alex stops pulling when the reach Will's thighs he runs his paws around the back of his hips to the cat's butt and up to his lower back then back down to the waistband of his underwear. He gently pulls them back up to the base of the cat's tail, pulling them just far enough out to make the fabric strain at Will's nice big package. Alex lets go of Will's underwear with a nice satifying snap and runs his paws around each of his inner thighs, lightly brushing his balls before running them down his leg to pull the jeans the rest of the way down.

Will purred and trembled slightly during the whole thing and when Alex finished pulling his pants off and asked

"How was that?" It was all he could do not to tear off the possums shorts and make love to him on the lockerroom floor.

He knew Alex liked for him to be the more dominant one when they had sex, but being teased like that made him want to pull down his underwear and lift his tail for the possum.Instead he put on his most seductive look, gave the possum a gentle scratch on the head, and told him to get changed.

They headed out of the lockerroom and into the gym proper, which was large and filled with any sort of equiptment one could ask for. The only other soul in sight was a buff bunny jumping rope.

"Jeremy" Will nodded as he passed.

"Will" the bunny acknowledged without stopping.

"Here we are!" Will stopped in front of an extremely modern treadmill.

Alex looked at the treadmill, at Will, back to the treadmill, back to Will.

Will laughed, "What?" he asked.

"This is it? What you got me out here for? A run on the treadmill?"

"That and other things, yes."

"Other things?"

"Jumprope, a few weights, and boxing."

"Lion Christ we could've done this at your place!"

"Nah, you'll see."

For the next two hours, Alex and Will run on treadmills, jump rope, squat, bench, curl, and finally box. Will helps Alex put on his gloves and the two hop into the ring together. They touch gloves and begin.

Will takes the first swing, hitting Alex lightly in the belly. Alex is ready for it, tensing his gut and feeling little to nothing. More than anything he wants to impress Will here, to show his friend and sometimes lover that he is someone to take serious. He springs foreward and hits Will in the sternum. Will is unprepared and staggers. He's suprised by the pain and the force Alex can muster. Alex takes two quick steps back to get out of Will's retaliatory strike. The big cat sets his shoulders. He's serious now. He takes a quick step foreward and strikes Alex in the gut and side, as Alex gives him another hard strike in the chest.

They continue on for another ten minutes until Alex can take no more and takes a knee.

"I give" he wheezes.

"Thank fucking God!"

"What?" he looks up at Will.

"You hit so motherfuckin' hard, and in the same goddamn place again and again."

The cheetah pulls of his gloves and helps Alex up.

"Lets hit the showers" says Will, helping the possum to his feet.

They walk back to the lockerrooms, passing buff bunny Jeremy on the way. In the locker rooms, Will opens his locker and pulls out two towels handing one to Alex.

"What's this for?" asks Alex, suddenly very aware they wre in a public place.

"Shower, silly." The cheetah pulls off his sweaty gym shirt and shorts, leaving only the blue briefs. Alex is aroused and frightened all at once.

"I can't shower here, this is a public shower!"

"That's exactly why you can shower here, silly."

"You know what I mean."

"I do but, I have a couple counterpoints."

The tiger slips the bikini briefs off, exposing his big fuzzy sac, plump sheath,and peeking cock-tip to the possum. He stepped forward and embraced Alex, licking the possum's neck and putting the possum's paw on his hot aching balls. Alex rubbed the cat's balls and sheath, teasing the thick, pink member out and stroking it 'til it throbbed and leaked onto his paws. He pulled away, with some difficulty.

"If you don't wan't this baby , I won't push you. I care about you and I would never hurt you. I know you have some issues about this but, I also know public sex is a fantasy of yours."

Alex looked at Will for a long time before slipping of his shirt and shorts. With a deep breath, he slid off his boxers and stepped up quickly to embrace the cat. Will stroked Alex hair and held him until Alex let him go. Will turned to his locker and pulled out fur shampoo, lube, and a box of condoms.

"You were planning this the whole time!"

"Mhmm. I told you at the apartment I had a reward for you if you came with me."

Will led Alex by the hand to the showers, where he turned on the hot water until steam filled the room. They stepped under the shower head together, simply rubbing against each other until the water soaked into their fur. They were both rock-hard by this point, and eager to start.

"Wanna get each other ready?" asked Alex.

"You first or me?"

"I'll go, I've been wanting to since I pulled your pants off."

The cheetah giggled and walked over to where he had laid their stuff bending over to pick it up off the floor, and making sure he held his tail high to give the possum a good view. He handed the tube of lube to Alex, who opened the cap and squirted a large portion into his mouth. He looked around for a good place to sit or kneel while he swished the lube around his mouth. Looking at the railing on the wall, he got an Idea. He braced his back against the shower wall and squatted down while grabbing the railing with his arms and tail to take some of the pressure off his legs. One of the only problems Alex and Will had with their size difference( Alex at 5'5, Will at 6'8) was oral. Alex was so short he had to find creative ways to get up to Will's cock, whereas Will only had to get on all fours. Will only had to kneel slightly in this position to get his cock into position.

Will looked down and smiled. "Wanna play our game?" he asked. The possum thought briefly, then nodded.

"If It gets too rough, push me away, alright?" Alex nodded again.

Will takes Alex' muzzle in his paws and puts his cock to his lips. The possum turns away his head as the cheetah tries to force his cock, gently then roughly, into his lovers muzzle. Eventually he pries the possum's mouth open, where a soft mouth full of warm drool and lube awaits his now throbbing cock. He holds Alex' muzzle open with one paw and rubs his cock over his lips and tounge with the other. He puts a thumb in each side of Alex' mouth, closes it on his cock and begins to thrust gently.

Alex has to concentrate hard not to gag, Will's cock Is nearly seven and a quarter inches long and his mouth is nowhere near that. It repeatedly goes into the back of his throat, and beyond. He focuses on Will's rhythmic thrusts and growls. Will's cock has a strong flavor like sweat and salt and musk. He works his tongue in rhythm with Wills thrusting and his own, much smaller cock bobs untouched in time, as well.

Before long, Will pulls his cock out of Alex' mouth and lets out a long, low sigh.

"Nearly came in your mouth" he says. Alex nods.

"Want me to cum in your mouth" he asks the possum, rubbing his chin an muzzle.

Alex shakes his head from side to side.

"No" He asks? "Want me to cum somewhere else?"

Alex nods.

"Where at, baby? Show me."

Alex slowly stands, stretching his legs and getting the blood flowing back into them. He grabs the railing with one paw and bends over spreading his ass with the other paw, exposing his dark-pink tail hole to the cheetah.

"You wan't me to cum there baby?" Will asks. Alex nods.

"Alright, let's get you ready."

This is their game. Alex as the reluctant, needy sub. Will the sweet if sometimes forceful, dom. Will again walks across the room, this time to pick up a single condom. He returns to where Alex is, still bent over and spread, and tells him to open up. The possum stands and opens his mouth for Will who puts his pointer and index finger in the possum's mouth and tells him to get them wet. The drooling Alex sucks and slobbers on Wills fingers lubing them up for the next part.

"Paws on the rail, tail up" Will says.

Alex places both paws on the rail, spreads his feet and lifts his tail as far as it'll go.

Will grabs the base of his tail and spreads the mix of spit and lube on Alex' hole.

Alex shivers slightly with anticipation even with the hot water pouring down on them. Will presses his middle finger to the possum's twitching tailhole and gently penetrates him with it. The possum tenses at first, then relaxes. Will begins pushing his finger deeper and deeper, up to the knuckle, before pulling out and doing it again, until the possum has loosened up and is ready for another finger. He pulls his finger out and tells Alex to spit, before adding his index finger to his ass. The possum doesn't tense this time as the cheetah plays with his ass, deeper and deeper, before working on his prostate. Alex makes closed mouth noises of pleasure as the big cat fingers him, pushing back and trying to get Will to go harder, faster, deeper. When he's satisfied Alex is loose enough Will pulls out and walks up to Alex' face. He puts his still hard cock to his mouth.

"Spit" He tells him. Alex spits the mixture of saliva and lubricant on to Will's bare cock. Will slicks his shaft with the mixture. He opens the condom wrapper and unrolls it on to his big cheetah cock.

"Again" He demands. Alex spits a hefty amount of drool into Wills open hand. Will gets the condom near-dripping wet before prying Alex' mouth open and bobbing the possum's head on his cock a few times for good measure. Will steps back around to Alex' butt. He takes his slippery member in his hand and tries to find the right angle to penetrate Alex.

He bends over slightly and presses against Alex' hole. He applies a little pressure and the head of his shaft pops in.

"Mmmmm"Alex moans closed mouthed.

Will slowly buries his cock, inch by inch, in the possum's ass. When he hilts he ever-so-slowly pulls back out. He pushes back in, a little faster this time, and pulls back out faster, as well. Alex wraps his prehensile tail around his lovers waist as Will picks up speed, thrusting at an angle to hit the possum's prostate on every stroke. For his part, Alex pushes back to meet all the cheeah's thrusts. He can feel the pressure building in his balls and hard, bobbing cock. The warmth in his belly is exqusite. The slap of Will's hips against his ass, divine.

Will builds to a rapid pace, each push more tense, more desperate. He reaches around to Alex's cock and begins to furiously jerk him off to the rythm of his humping. His breath grows more erratic, more needy.

Alex is nearly there, he can feel the pressure build. His mouth is open, gaping, spilling drool and lube on the floor, where it flows to the drain.

"Uuhhhh" is all he can manage. A primal, guttural sound of pleasure. "Uuuhhhhhh." Then.

"Oh." as he suddenly begins to orgasm.

His powerful, shuddering orgasm causes his anus to convulse. The squeezing, pulsing spasm is too much for Will who buries himself balls deep and cums into Alex while still stroking the possum's cock for all it's worth. Alex shoots thick ropes of cum onto the wall, the floor and his legs. Will fills the resovoir tip near to bursting. He softens up a bit and slowly, agonizingly, pulls out of Alex. He pulls of the condom and lets his slowly deflating cock drip on to the floor. Alex unwinds his tail from Will's waist and slowly stands upright. He turns to face Will, who holds up the over-full condom. He turns up his muzzle and opens his mouth as Will empties the contents of the condom into it. It runs down his chin and out the corners of his mouth. He swallows.

"Good boy" Will says, and kisses him, their game now over.

Alex gets the shampoo and the clean each other. Scrubbing and soaping eachother intimately but, not sexually. Will turns off the water and they return to the locker room to dry each other off and put on their street clothes.

"That was wonderful." purrs Will. Alex, with his head on Will's arm, nods in agreement

"We could do that every night" he suggests.

Alex looks into his gold-ringed eyes.

"I can't be your boyfriend, Will."

"Can't or Won't."

"Both."

"You've yet to give me an adequate explanation as to why not, and 'I'll fuck it up.' is not adequate." The cat stood up.

" I don't wan't to fuck it up is not adequate either." He leaned against the lockers.

The possum looked at his feet.

" I don't want to end up without you in my life."

" You won't."

"I will. All things end. Everything decays. Entropy is the law of all things."

"Lion fucking Christ Alex! That's so fucking stupid! Why do you hate yourself so much, that you can't be happy!"

Alex looked up at Will.

"You can't fix me." He said.

"I don't fucking want to! I just want you! As is!"

Alex sniffed. "Okay"

"Okay what?"

"I love you, and I'll be your boyfriend."

Will stared blankly for a moment.

" I love you, too." he said, finally.

Will kissed Alex on the top of his head. They both got dressed, and said goodbye to Allie on their way out.

"Sayonara!" She waved to them.

In the car, stopped at a red light , Alex thought that "Sayonara" was innapropriate, considering they'd probably be back again. When he brought it up to Will, Will nodded.

"Yeah, I'd like to bring you here at least once a week."

"For a workout?"

"For the showers!" said Will, and they both giggled as the light turned green and they turned into Will's apartment complex.