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It has been a drunken New Years resolution that the twenty something raccoon had never intended to go through with. It wasn't like he was fat anyway, his body was far slimmer than most of the other raccoon's he saw around, definitely slimmer than either of his parents. Then his mum kept asking if had started exercising more like he had promised to which he kept saying no and moving on with more important things like cooking, working and writing sexy stories. It had all been settled for him when his dad bought him a six month membership at a gym and told him he wouldn't be accepting any more excuses.

So his yellow bow tie had been replaced by a yellow singlet for a half hour a day while he tackled the treadmill, the exercise bike and the cross trainer. The gym had a bank of TVs in front of all the machines but there was never anything worth watching on them. Besides the slim raccoon had found other things to occupy his attention while he worked out. Like older lion with the shaved mane and muscles every which way so that no matter what exercise he was doing his body flexed in all the right ways. Or there was the chubby red panda that lifted more than the raccoon's weight and a half with almost ease. Or the kick boxing wolf with legs so fine it'd make any man blush, or the otter whose swimming trunks were always two sizes too tight or even the red haired bear, mmmm that bear.

Today none of them were here, in fact the gym was unusually empty for a normal evening with only a few other people on the cardio machines and one solitary man doing weights. It was a man the raccoon had watched quite a few times before, an older skunk powerlifter probably in his early thirties. They had chatted once, the skunk and raccoon, at the water cooler. Spoony, the raccoon, and Walter, the skunk, with the skunk offering to give the raccoon a few pointers if he ever hit the dumbbells and barbells, which Spoony knew he would never take up much preferring his slim, lithe body on himself and the thick muscle on the skunk.

This day though Walter had the raccoon's undivided attention as the skunk was doing barbell squats. On the skunk's shoulders was a barbell the raccoon could barely have lifted off the floor let alone think about exercising with. Then, with perfect control, the black and white furred male slowly started to squat, his legs tensing and his large butt pushing back right towards the stumbling raccoon. It was that ass that caught him every time, that thick, powerful ass right under a well groomed fluffy tail. It wasn't like Spoony was an ass man either, he liked everything a man might have, but ignoring Walter's ass would be like going to Six Flags and not going on any of the rides.

The next ten minutes flew by with the raccoon only putting in a token effort partially because of the distracting display of the skunk grunting and groaning as he moved from squats to lunges to shoulders presses and partially because he was finding it difficult to walk quickly while also concealing his now hard cock in the thin fabric of his gym clothes.

The raccoon's machine clicked onto cool down at the same time the skunk gave a deep grunt and put back the heavy weights an toweled off the bench he had just been using. Quick as a flash the raccoon's paw moved down into his gym shorts to arrange himself so he wouldn't show quite so easily to the skunk as he walked. The power lifter didn't walk past though, instead he stopped right next to Spoony's treadmill and leaned over onto the arm rests, one foot up on the side of the machine. Spoony knew he shouldn't but he couldn't help but glance down and there against the thin satiny material was a bulge that could have only been mistaken for a roll of quarters by someone unaware of just how thick quarters are.

"Hey, Spoony wasn't it?" The skunk said, his accent foreign and unplaceable.

"Uh yeah, Walter?" Spoony replied, his eyes returning to the skunk's face, two dark blue eyes looking at him above a black muzzle, a white splotch just at the centre of his bottom lip that continued down to an almost goatee like stripe, that was curled into a carefree grin. At this point the raccoon's treadmill came to a stop with the machines face blinking and showing his distance, time and calories burnt, not that either of the men even glanced at it.

"I thought you weren't interested in weights?" Walter said, his grin turning into a smirk.

"I.. I'm not?" Spoony answered a little nervously. Now that he wasn't walking he was well aware that his dick had shifted and if the skunk glanced down...

"More interested in the guys lifting the weights then?" Walter asked. Spoony felt his ears burn while the his dark grey fur and raccoon mask disguised his blush. Walter didn't wait for an answer though and just continued "I could see you watching, all those mirrors everywhere don't just let me check out my poise you know. So I'm going to go do some more private exercises in the classroom and I might just need a spotter."

Spoony watched the skunk walk off, his thick tail held up high showing off that shapely ass until the skunk opened the door to the group exercise room and disappeared into the windowless room. The raccoon stood there for a few seconds until he came to a decision. When he recounted it to friends later of course he anguished over it for minutes but it really only took his cock a few seconds to debate the merits of sex and the merits of not having sex. Glancing around he walked over to the studio but no one looked away from the TV screens.

"Well that was fast." Walter said as Spoony shut the door behind him. The raccoon turned and his eyes widened, had he been a cartoon they would have fallen from his head while his heart pumped in and out of his chest. This being reality though the blood went straight to his cock, causing his pants to become just that little bit more uncomfortable.

Walter was almost naked, his clothes just left where they had fallen. The skunk posed for the raccoon as the slimmer man stepped forward, his eyes not knowing where to settle. There was a big, chubby belly that just floated where others would sink, more muscle than fat giving the skunk that distinctive muscular gut only a few men work hard enough to have. His arms and legs just exuded power and a handsome face with blue eyes watched as the raccoon continued forward. Of course these were just the appetisers as green jock strap hid the skunk's religion and length from view.

"Well how could I turn down such an invitation?" Spoony said as he walked forward, stopping no more than a half arm length from the buff skunk.

Slowly he reached forward and stroked a paw along the skunk's broad chest, feeling the warmth and softness of the skunk's fur, the layer of fat over muscles giving it such an interesting feeling under his hand. Inch by inch he let his paw descend until it rested on the skunk's waistband, pulling it down an inch until he could see just the base of the skunk's shaft before letting it go again.

"But I feel a little over dressed." Spoony said with a grin, reaching down to start tugging off his singlet. Strong paws gripped his own though, moving them away and then up as the skunk stepped forward.

"I'll take care of that, cute stuff." Walter replied moving in even closer still, his large stomach brushing against the slim frame of the raccoon he had by the paws. He leaned in and kissed the raccoon on the lips briefly, more a brush of the lips than a proper kiss but it still made Spoony gasp and shiver as though the skunk's lips were electrically charged. The raccoon pressed forward for more but only found his lips meeting cotton as his singlet was pulled up over his head and then dropped on the ground.

"Better" The skunk all but purred out, his voice deep and smooth like molasses for the ear, only much lower in calories. Spoony shivered and let out a sigh as the skunk's large paws moved over his chest, nipples, stomach and then finally hooked into both the raccoon's shorts and underwear and tugged them down slowly. The shorts descended revealing the raccoon's slim round rump, his neatly trimmed pubic fur and the base of his throbbing inches. Then the skunk gave a quick tug and the raccoon was completely bare, six dark inches jutting straight forward from the raccoon's hips, a grey furred sack hanging below.

Walter looked down and nodded at the sight, looking up and catching the raccoon's eyes and grinning. There wasn't any need for something as artificial as words to express the skunk's admiration of the raccoon's tool. Walter had always believed that actions spoke louder than words, and he wanted the raccoon to make a lot of noise. He dropped down to his knees and held the raccoon's pulsing prick between his thumb and fingers as he leaned in and licked over the tip.

"Mmm, damn!" Spoony exclaimed as he felt the hot wet tongue working over his knob. He looked down just in time to see the skunk open up wide and swallow his black inches right down to the base. The raccoon's paws found themselves stroking through the skunk's short head fur as a talented pair of lips and an even more well trained tongue worked along his length, stroking and slurping up and down along his cut rod like an icy pole. If that wasn't enough though he also had the sight of the muscled skunk on his knees working on his rod, the over crowded jock now even tighter. Large, powerful muscles moved and rippled as the skunk worked on the raccoon's dong which just made the raccoon's cock twitch all the more, the skunk's body something he had admired for ages and not something he had ever expected in this position.

Then with a pop the skunk pulled his muzzle off the raccoon's inches, his paw replacing his mouth stroking the length that was comparatively slender in the skunk's paw. Then Spoony's voice echoed around the room as his sack was pulled into the same warm muzzle. The raccoon's fingers clutched at the skunk's head, fingers wrapping around the round ears, as shock waves of pleasure rippled all through his body, his toes curling and digging into the floor. But his sack was only a pit spot to the skunk and a few moments later he was pulling away and forcibly turning the raccoon around, spreading his firm cheeks apart and licking through the crack, letting his tongue rest against the tight entrance for a moment.

Spoony shuddered at the tongue running through his crack, pressing right against his puckered hole. He had been rimmed before of course but most men treated it like a necessary precursor to fucking, the skunk had a passion to the act that most of the others had lacked. Slowly the raccoon bent over, his paws supporting himself just above his knees as the skunk's paws spread his cheeks wide open and the skunk's tongue started to bury itself deeper and deeper. The raccoon's voice echoed through the large studio room as his cock dripped to the floor, the skunk's tongue teasing and stretching him just right.

Just as suddenly as it started it finished and Walter gave the raccoon's rump and playful spank, his paw holding and squeezing the meaty cheeks gently as the skunk stood up. Then with no teasing, no preamble and no distractions he pulled his now obscenely bulging jocks off and let them fall to the ground. Spoony couldn't help but look back and if it had been physically possibly his jaw would have fit the floor, instead it just hit his shoulder as his eyes widened over the fat uncut skunk cock.

It wasn't overly long, at seven inches it would be normal for porn and unusual but not unheard of for an active gay man to encounter, but it was thick. It was thick even on the heavy, muscled body of the power lifter. If the same cock had been on the raccoon's much more slender frame it would have looked photoshopped, on the skunk it merely looked big. Walter wrapped his paw around his shaft and tugged back the thick foreskin, the folds of skin revealing a tapered knob that lead back to a strongly curved shaft that also got thicker towards the base.

For a moment Spoony was left wishing he had been the one on his knees but then two strong arms wrapped around his body and he felt the skunk's cock grinding through his crack, the powerlifter's large body pressed against his back as the skunk's muzzle pressed against the back of his neck, kissing softly.

"Ever been fucked by someone who can bench press your weight?" Walter growled out as his paws explored the skunk's body, dull claw tips drawing patterns in the raccoon's fur. One paw finally settled on the dripping inches, wrapping around it and stroking gently as the skunk continued to grind back and forth through the raccoon's crack slowly.

"Not yet." Spoony replied, his voice not as confident as he had intended but instead cracked from pleasure and trepidation. He wanted that skunk on top of him, his heavy body holding him in place no matter how much he tried to shift away. The skunk's cock was huge though, so much thicker than the last guy to mount him who had been rather unremarkable in terms of size, though not in quality.

If the raccoon sounded reluctant though the skunk either ignored it or didn't notice because he quickly spun the raccoon around so they were face to face. The skunk's slightly taller frame and much bulkier body dwarfed the raccoon as Walter's paw slide down and took both cocks into paw at once, stroking them together until he was happy with how slick with the raccoon's pre his unwieldy monster was. Then he placed one paw under the raccoon's armpit and the other on his hip and lifted the raccoon up.

Spoony gasped out in shock as he was lifted up so easily, his eyes looking at both the skunk's arms flexing as his slimmer frame was lifted. He could feel the skunk's cock running down along him, starting at his belly, leaving a snail trail down next to his own leaking cock, over his sack and then resting in his crack. Instinctively the raccoon wrapped his arms around the skunk and then followed suit with his legs as well, his body supporting his weight a little.

Both muzzles pressed together, lips parted and tongues wrestling the moment they touched. This wasn't romantic kissing in anyway though, this was lustful, needful kissing, the type of kissing that only exists at the opposite end of the lust-romance spectrum. Walter growled into the kiss, his arms moving to hold the raccoon up and against him while his hips and cock slipped back and forth through the increasingly slippery butt crack sending jolt after jolt of pleasure through Spoony's body as the hot tip brushed against his decreasingly resistant ring.

The raccoon had only ever seen porn of people doing it in this position, he never had imagined it could actually happen. Yet here he was, his paws squeezing the muscled back of the sexy skunk he'd been checking out for the last month, his rump being prodded by a cock so thick that he knew he'd feel it for weeks all while being held up by thick, strong arms. Then slowly, so slowly at first he wasn't sure if he was imagining it or not, he felt the skunk releasing his hold on the raccoon, his body weight making the skunk's cock start to stretch him open, the curved length spreading his ring wide open and as the thick head slid into the raccoon.

Spoony wasn't prepared for the intensity of the feelings to come. His lips pulled free from Walters as the the thick, hot head sunk into him the feeling of it familiar and yet alien as his own weight forced the the thick shaft deeper into him. His paws dug into the muscular back as he felt the rest of the thick shaft following the head, each inch just a little thicker than the last so at no point could the raccoon actually tell when he went past being full to being overstuffed then he let out a deep gasp as he felt his ass pressed flush against the studly skunk's groin, all seven thick inches embedded deep inside the raccoon's once tight rump. Walter grunted as he felt every last inch he had pressed up into the lightweight raccoon pressed above him. It has been a long time since he'd used this position and despite the raccoon not being that heavy at all it was a strain to hold him up like this. The skunk moved his muzzle against the raccoon's lean chest, teasing a nipple with his tongue as he enjoyed the feeling of being hilted like this, the raccoon weight still pressing down so that he couldn't get further in if he wanted to. The benefits of the position far outweighing the costs.

"You ready?" Walter growled out, more as a warning than an actually enquiry as the moment after he stopped talking his large hands gripped the raccoon's rump, spreading the cheeks and using them as a grip to hold Spoony steady as he pulled back his hips. His natural curve helped as fat inch after inch slid free of the spread hole until only the head remained, then with the same grunt the skunk used when he chest pressed he pressed his hips forward again, sinking himself into Spoony's tight ring.

Spoony gasped as he was spread open again but this time there was a rush of pleasure on top of the usual warmth of being stretched open. The skunk's fat cock and curve meant that at this angle his entire shaft ground right past his prostate, not just the bulbous head hitting it on the way in and out. The raccoon whimpered and bit his lip as all seven inches ground against his pleasure spot and then back again, the pleasure so intense it was almost painful. Then the raccoon felt teeth biting at his neck and he couldn't hold it in and gave a most undignified moan as he clawed at the skunk's back and begged for more.

The mouth biting at the raccoon's shoulder curved into a smile as the usually quiet and restrained raccoon broke down into a gasping, grunting mess. He loved making men break down like this, the ones who usually would be coy even while he was inside them suddenly becoming ock hungry beasts. He growled and pulled the raccoon closer as he sped up his hips, the slap of his firm body echoing in tune with the oscillating tones of the raccoon, a sexual orchestra being played out in the empty exercise theatre.

Spoony could feel the pleasure growing right down deep, his cock firming up and his balls pulling up all despite the fact he couldn't reach down to touch himself. He'd heard of hand free orgasms of course, seen them, wrote about them and even caused them with one memorable guy but never felt it himself. One part of his mind wondered if he had ever really captured the feeling right in his stories while the rest of his brain in unison told that part to shut up and moan.

This wasn't lost on the muscular skunk though, he could feel the the way the raccoon's cock twitched as it pressed against him that the raccoon wouldn't last much longer. Which was good because Walter could feel his own orgasm as an imminent threat and not the dull goal it had been only a few minute ago, the major downside of this position being just how intense it was to both sides. Walter decided not to hold back though and instead to power through to, to hit that raccoon rump as hard and as fast as he could and leave Spoony weak in the knees for hours to come.

It was as though someone had hit the nitro button somewhere inside the skunk, where his thrusting had already been strong, powerful fluidic thrusts now there was the blur of speed and the constant thudding of fur meeting fur. Spoony gasped out and dug his claws in so hard he was sure he was hurting the skunk but still didn't stop, the pressure against him was just so immense, so intense and flexing his fingers and moaning weren't early effective enough to get rid of all that pleasure, there was only one place for it to go. And it went with a bang, Spoony's cock hardened, thickened and then, with an accompanying loud grunt, the tip exploded, line after line of thick white jizz shooting out, the first few spurts shooting over Walters face and the last falling against the skunk's chest.

Walter shuddered as he felt the raccoon's ass spasming around him, squeezing against all of his sweet spots at the same time. He didn't slow down though at all, if anything he sped up, his hands threatening to tear the raccoon's rump apart. Then with a grunt he heaved his hips up hard and deep, plunging himself in as deep as he could as his balls pulled up and immediately started to empty themselves. Walter felt his heavy balls unload, his thick cock getting thicker still as he seeded the raccoon, hips still thrusting away and spreading the seed so much that it dripped out onto the floor.

"So, you going to let me down anytime soon, stud?" Spoony said after a few long minutes, his breath still hard to come by but the dull ache in his body telling him he either needed round two or to get down. He gasped as he felt those strong arms lifting him up off a still hard skunk cock and put him down on the floor and couldn't help but look down at the thick prick that had been stretching him open, now rapidly shrinking down to a far less intimidating size, but no less alluring.

"Thanks for that, handsome." The skunk said, reaching forward and ruffling the raccoon's head fur. He then grabbed his clothes and slipped them back on while the raccoon looked on, still a little dazed and transfixed by the way the skunk's muscles bulged and moved.

"Sure, your welcome sweet cheeks. Any time you want help with pumping weights sometime..." Spoony replied with a playful grin and a wink. Walter grinned and winked back before turning to go. Spoony counted for to five after the door closed and then collapsed to the floor, his legs far too weak to support him.

"Well, fuck." Spoony said as he saw that the next exercise class started in five minutes.