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Linus slammed the monstrous Cock between his legs against the heavy metal door of the gym, his unique blend of pre, piss, and cum gushing from its tip. As his chosen proteges watched, the fluids completely rusted through the steel, the pull-handle below tearing from its lower connection and jutting out from the plane, thickening and throbbing into a full, dribbling penis. The blue-scaled dragon grinned and grasped the twitching organ, giving it a good firm tug to bring it to its proper climaxing state, the added benefit of which was pulling the door open. The converts behind him --- a slightly-overweight horned toad in his mid-30s, a formerly-toned otter in his early 20s, and a small cougar who couldn't have been eight --- were all toying with their and each others' filthy bodies eagerly, legs still marching in place as they gained entrance to the gymnasium.

Immediately within the doors was a small display counter showcasing a few various pieces of merchandise the gym had been selling to make a little extra money; there wasn't much of a market for any of the stuff, but they was the sort of things that one might forget at home like extra towels, various pieces of clothing with the gym's logo printed on them, and a few bottles of vitamins or some such thing that purported to help build muscle mass but likely did nothing. Behind this counter was a rather well-built mustang stallion, wearing little more than a pair of running shorts and a ribbed sleeveless T-shirt with a decidedly low-cut neck. He'd been sort of gazing off to one side wearily, as if he were daydreaming moments before. "Hello, welcome to Platinum Gym; may I see your..." He turned his head and stopped his speech abruptly, taken aback by the strange scene before him. "Whoa whoa dudes, no pants, no service!"

Linus responded to this by hiking his tail and dropping a thick, wet load right on the welcome mat.

"Aw, sick! I'm serious, get the fuck out of here or I'll have you arrested for indecent exposure! Is... Is that a fucking minor, dude?"

The dragon's response to this question was to aim the commanding Cock at the horse's face and fire a thick wad of piss-cum directly at him.

"Oh, what the fuck, man!?" He reached up and smeared the gunk out of his eyes, a large amount having gotten in his nose and mouth. "What the hell's wro-- wrong... with you..." The horse leaned back against the wall behind him as the stuff worked its magic, his heart rate and breathing increasing as strange, unfamiliar feelings coursed through his body. His dick sprang from its equine sheath with enough speed and force to tear those flimsy shorts right off his hips, the now-laughable garment hanging on the tip. The thing was already two feet in length, and as its flare and medial ring pulsed larger and harder than they'd ever been before, his hands flew down to it, eager to play. He struggled, trying to stop himself, but he couldn't! "Oh-- Oh god, dude... wh-- What did you do...?"

Linus grinned as he watched the stallion's already plentiful nuts swell with promise, the orbs soon squeezing against the inside of his thighs with their size. "What's your name, boy?"

The horse groaned at being called a boy, starting to lift his hooves in an alternating manner, half in trying to keep from realizing his sudden urge to piss and half because his legs really, really wanted to march with the rest of the boys. "M-- M'name's... Derek..."

Linus chuckled as he watched the progression through the stallion's body, hands teasing along the Cock jutting from his own crotch in a decidedly tantalizing manner. "Mmm, Derek my boy. Doesn't this feel so fucking amazing? Give in, accept the blessing. With that Cock, I think you'll make a great number-two boy for converting this place..."

"Boy." "Fucking." "Cock." Each one of those words drove itself into that fattening organ, giving it strength it had never known. And then there were those other words: "number-two." His tail started lifting on its own, Derek doubling over and violently shaking his head as he felt his intestines roil with sudden content, already pronounced pucker beginning to spread his cheeks as it, too, became thicker and fatter. "N-- No no no, no, please no, I-- I can't crap here, I can't, gotta maintain, gotta maintain..."

The dragon planted his hands on the counter in a commandeering manner, Cock spitting all over the front of the display case. "Come now, Derek. It'll feel so much better to just do it..."

"Come now." His legs were already marching to the other boys' tempo, heedless to his commands, and the sudden incredible surge of energy and need from his balls thanks to those two words dropped the stallion's concentration just enough for his bladder to finally start releasing. Cock beaming with delight, his hands let go of it and dropped straight to his overloaded pulsing orbs, rolling them around and massaging them in front of these strangers, leaving the organ to bounce and twitch as it soaked the interior of that display, every piece of merchandise within instantly ruined, his former shorts somewhere among the mess. "AhhhAAAAAH! Oh god, make it stop, make it stop, why won't it stop, why can't I stop..."

Linus leaned forward on the counter, angling the Cock down along its front and lifting his tail as high as it would go and ripping a huge, wet fart at the doors. The cougar cub's eyes locked on that mesmerizing asshole; a faint shred of his will returned him to semi-lucidity through the cloud of constant filthy releases, and he shook his head in horror at the unfamiliar desires pounding away at his brain. His legs, however, were no longer his to command, and they marched the boy over right behind that thick nasty anus, arms reaching out and embracing the dragon's hips as his face drove itself right in, the child beginning to helplessly make out with the hole. His will subsided, once again resigning itself to reveling in his body's unbelievable pleasure. The dragon gasped in admitted surprise at this unexpected touch, his body starting to squirm on the display, buttcheeks quivering and Cock twitching at the wonderful unmitigated bliss it sent coursing through him. "Mmm... yeah, you get in there good, you naughty boy..." He closed his eyes, starting to grind his fat ass back against the amazing feelings, completely forgetting for the moment about the new charge desperately trying to stop pissing all over the merch and regain control of his body.

One of the horse's hands left his weighty sac, gliding up to caress the approaching three-foot Cock making a royal mess of the front counter before starting to drift back around his hip. Derek grunted and really hunkered down mentally, straining to keep his hand from going where he knew it wanted to be while still trying to cut off his stream of piss and hold back the torrent of shit eagerly trying to worm its way out of his bowels. No matter how hard he tried though, that hand just would not listen to him; it groped at his tight, firm buttocks, a few fingers crawling themselves across his swollen pucker and driving themselves in. He gasped and moaned at the unwelcome intrusion, his fingers teasing themselves in and out before starting to pull the hole open, stretching it wide and allowing that flood of backed-up shit to pour out of him.

The pitiful moans arising from the stallion as his body took control brought Linus back from delighting in the pleasure being administered expertly to his butt, eyes opening and peering up at the horse. He saw the fingers plowing into his own ass, wet turds sliding out and onto the floor beneath him. His body had turned, but his spirit still fought tooth and nail. "Derek, buddy, doesn't that feel so good though? I can hear how wonderful it feels in your voice. You know you want more, right? Just give in, accept this amazing world of pleasure your body has in store! I swear to you, you'll never even want to look back at that old boring life you had before."

Derek shook his head feverishly, Cock throbbing angrily as it urged him to give in, to revel in this bliss his body was pouring over him. Indeed, the release of his bladder and bowels was immense, and there was a small part of him that never wanted to stop; however, Derek fought on, resisting as hard as he could, not wanting to be reduced to something like this. "N-- No, man, I-- I won't do it..."

The dragon sighed. "Alright horse Cock, he's not gonna go for it. Just cement the change and lets move on to making more filthy thralls."

The eager organ responded directly to those words, as though it had been waiting for them as soon as it had reached fullness earlier. That flare surged, length expanding just a touch more as the Cock drove the poor helpless boy into orgasm. His nuts, now properly plump and oozing with sweat, pulled out of his hand, anus clenching tightly around his fingers as seed pumped through that massive phallus, streaming into that display case and immediately mixing with the urine already therein. Derek cried out in mixed bliss and despair, that part of him that wanted to fight this disgusting shift in his body being locked away in a corner of his mind, doomed to watch and feel as he made a horrible mess of everything in his little cubby. He couldn't stop himself now; his body had become filthy like all the other boys.

Linus grinned as the horse marched himself out from behind the counter, Cock a blissful fountain of piss and jizz; the entryway was already a massive mess, welcome mat soaked in fluids and stained with shit, the grout between the tiles soft and black with wet, smelly mildew. As the gunk started to clear from the glass on the display case, the merchandise showcased within had changed drastically: big, thick dildos; diapers displaying a perverted version of that former logo, a tiger jerking off two fat dicks where before he'd been lifting a bar weight; and a wonderful new assortment of pills that would actually work, stool hardeners, stool softeners, laxatives, and libido enhancers just to name a few.

The cougar cub backed out of the dragon's ass, tongue lapping at some of the shit smeared across his muzzle. Linus backed away from the case, righting himself and letting that Cock blast about in front of him once again before turning around and patting the youngster on the head. "Mmm, good boy..."

The words traveled through the kitty's body and into that Cock, which twitched and pulsed at the praise; the boy gasped, then doubled over, humping at absolutely nothing, Cock rewarding him with the sensation of taking a tight virgin ass. He yelped and mewed as the strange feelings pounded through him, urging him to drive that Cock harder and deeper into the imaginary butt, over and over again. He threw his head back and squealed as the Cock then finally threw him over the edge, giving him a massive orgasm overshadowing the one that had already been wracking his tiny form. Juices poured out of him like a faucet, drenching the ground beneath him in this manner for a full two minutes before he came down off that crazy high to the one his body perpetually forced upon him. He stood back upright, legs marching him back over to Linus' side, where he hugged the dragon, grinding that Cock against his own leg. "Mmm, thank you..."

Linus smirked at the display, then turned to the newly-transformed mustang. He reached out with both hands, giving that enormous Cock a squeeze, barely able to get all the way around it. "Mmm, this is how boys should be. Now tell me Derek, what would be the best way to approach to avoid scaring the uninitiated off? We don't want any of these guys fleeing before their bodies have been given a chance to revolt."

Derek shuddered, balls gurgling and heaving as that Cock's corruptive stream increased at the touch. "Gonna be hard. Lots of-- nngh, mirrors lining walls, so guys c-- can see themselves work out."

"Yeah, that's going to make things difficult. How many rooms are we talking?"

The horse looked lost in thought for a moment. "Aerobics, weights, yoga, wrestling, raquetball, indoor swimming pool, lockers."

"Damn, that's seven. We've only got five guys here. Although..." Linus pondered. "The aerobics room probably has a lot of TVs, right?"

"Yes, we get satellite."

The dragon nodded, starting to formulate a plan. "I think we'll be good... Is there a way to get to the pool aside from the lockers? Like a maintenance passthrough or something?"

The horse thought again. "Lifeguard's locker room?"

"Hmm... What's the lifeguard's rotation?"

"On the hour." Linus looked up at a clock above the counter; they had about fifteen minutes.

"One more question: How many would you estimate are presently in the yoga room?"

"Class now, ten and instructor. Fully mirrored room."

"Okay, I think we'll be good. Derek, You're taking the aerobics room. Cougar, I want you in the weight room; it's a bit risky, but you're small enough to hide behind machines and such. Lizard, you're going to take the yoga room. Otter, I want you to take the pool. Preferably, go through the lifeguard's locker room and take out the lifeguard first. I'll take the raquetball courts and follow up with the wrestling room. When we're all done, I want us to converge on the main lockers. Everyone clear?"

The stallion looked concerned. "But dragon, what about the door? What if further guests come in?"

Linus smirked. "If they so much as get too close to that handle, they'll be doing a lot more cumming in here than they anticipated." Derek cocked an eyebrow, confused. "Don't worry; you'll see soon enough. Now... Attention!"

The four other boys snapped themselves straight, feet together, arms to their sides, Cocks spurting in anticipation.

"Company... March!"

Everyone, the dragon included, started their absurd marching once more, splitting up to seek out their separate assignments. The otter's was first; being an employee-related door, it was near the entrance. His first target was rather easy to spot as well; a young shark, couldn't have been out of high school, was seated on the bench facing away from the door, fixing to put his speedo on. {Mmm, he won't need that...}

The shark felt something thick and wet splash the back of his head. "Oh dammit Jamie, what did you get me with this time? You've still got ten minutes; I've not ev-- even... sh-- showered..." His hemipenes, formerly lying flaccid in his lap, lept to attention, immediately starting to drool. He dropped his speedos on the floor, hands drifting in to grasp at those pillars.

"Hmm, afraid I'm not Jamie, though I'm looking forward to meeting him. And I wouldn't really worry about that shower." He reaches down to squeeze at the shark's bare ass, a finger gently pressing in. "God damn, if he's half as hot as you are, my balls might burst..."

The shark closed his eyes and lowered his head, body shuddering. He felt weird; something wasn't right. He wanted to yell at whoever was now molesting him, to rip that finger out of him and break it off, but for some reason it felt amazing inside him; he couldn't help but grind back, pulling it in deeper. "I-- Ohhh, I'm n-- not gay..."

The otter leaned in against the shark's back, Cock blasting him with a few more loads for good measure. "Mmm, neither was I. Don't worry, Cocks can be incredibly persuasive..."

The shark groaned, the two in his lap quivering as they swelled out, almost as though they were... communicating with one another. As they finished their conversation, he yowled, both shafts erupting with urine all over the lockers. For a moment that felt like an eternity, he wanted them to stop, to cease this ridiculous, unusual behavior; however, once that moment passed, he realized that he felt really good. Really, really good. His bladder was constantly unloading. Cocks were pounding in his lap. That finger... oh GOD, that finger! On shaky legs that started marching as soon as he was off the bench, the shark stood, leaning himself against those lockers in front of him and lifting his tail up high, pressing himself back against that wonderful finger. "S-- So good..."

"Atta boy..."

The shark yowled again as his balls went from about the size of a chicken egg each to about the size of an ostrich egg each within the span of a second, twin Cocks rewarding him with one hell of an orgasm; he clung to the lockers desperately as though he might be flung from them by the force of the ejaculation, tainted seed spilling out all over the tile floor and turning it as gross and scummy as the front area. As the stuff seeped through the vents of those metal doors, contents started changing. Bottles of shampoo became bottles of lube; a number of objects became rather realistic dildos, even pulsing and drooling; and towels shrank to become cumrags, the sort that look like they'd been sitting in the bottom of an adolescent's closet being used over and over again without going through the wash once. The speedo that had been dropped earlier was now a thickly-padded diaper.

The otter checked how much time he had left. "Man, that only took two minutes, far shorter than I'd expected."

The shark panted as he leaned against those lockers, feet marching him in place and Cocks continuing their streams. "S-- Sorry, it was my first time..."

The otter chuckled, standing back and giving his commanding Cock a loving stroke. "Mmm, no, I mean, we've got plenty of time to-- Say, how about we take that shower after all?"

The shark turned to finally face his assailant, hands already helplessly rubbing at those two Cocks in his lap. "Shower? Nngh, b-- But, I want to be... FILTHY..."

"No silly, we won't actually get clean. We'll get much, much messier. What's your name?"

"Cocks... I-- I mean Sean..."

"Mmm, might as well call you Cocks. Look at those cannons! But no, Sean, doesn't this feel great?"

The shark shivered as he marched in place. "N-- Never felt so good..."

The otter grinned, giving one of those Cocks a gentle flick of a finger. "Then let's use this time to go FUCK in the shower."

***

After passing the locker rooms, the next boy to find his assignment was the horned toad. The doorway to the yoga studio was narrow; it lacked a door, but given the lizard's considerable gut, he didn't feel too concerned about that. So as not to arouse suspicion, he took up position beside the doorway, back to the wall, feet marching away as he peered around the corner.

The instructor was a lithe cheetah of similar age to the lizard, but of considerably better flexability. As Derek had said, there were indeed ten participants in this particular session; many seemed to be struggling with the poses, but they were getting them eventually.

"Alright guys, this next position is called the Bridge Pose; some of you may remember it from last week. Lie flat on your back, shoulders and head on your mat. Move your feet up so they're flat on the floor, heels in as far as you can bring them. Now, I want you to move just the pelvis, push your tail up towards the pubis-- Rob, no giggling. Relaxed breaths, in and out. Now, firm the buttocks and lift, up off the floor. Very good! Keep going, keep your thighs and feet parallel..."

The horned toad grinned wickedly. This pose was perfect; no one would see him enter, and they all already had their naughty messy bits on display! He swung around and marched into the room, immediately taking the chance to hit that cheetah with his stream, swinging the Cock between his legs around and getting most of the students as well. As the instructor was distracted by that blast, the lizard grunted and strained, forcing the stream stronger to hit the few stragglers, the first few changes taking hold almost immediately.

The cheetah gasped and groaned, dropping from his pose as his hands flew to his chest. His lycra shorts suddenly strained under the incredible and growing size of his erection, barbs poking through the garment. He could feel his balls weighing down much heavier, and as pre started bubbling up through the material, he couldn't help but writhe on his yoga mat. He felt so good, but that feeling only grew as he fell to his side, tail flagging to allow him to push out a fat log. The shorts disintigrated from his midsection, leaving his mess and new powerful Cock plainly visible to all others in the room, going through similar transformations. Some had opted to wear briefs that day, the underwear swelling out with padding as they all became puffy diapers for their wearers. Boys rolled over onto their hands and knees, Cocks erupting beneath them and gas billowing from behind.

The former instructor, mind clouded as his legs started pumping in the air to an unheard beat, looked over and spotted one of those Cocks nearby; it was attached to a student, a younger ferret whose scrotal capacity looked almost to be making movement difficult. His mouth watered, and without thought he dragged himself over to the other boy, maw clamping down over the tip of that spurting Cock, eliciting a surprised moan from the ferret. Similar pairings started to form around the room as folks started falling under the spell; all were having trouble keeping their legs still as some boys took to using their mouths to pleasure Cocks and asses, while others opted to cut out the middle man and combine the two overwhelmingly-errogenous zones. As bodies writhed and closed in on each other, a cloud of noxious stench and masculine musk rising from the cluster, it quickly became the case that not a single form was unattended --- except, that is, for the horned toad.

He marched up to the cheetah, who was at this point chin-to-balls with that ferret, grabbing the former instructor by the hips and roughly flipping him over onto his front. He grabbed those hips again and pulled him up, tail craning up over his back as his legs kept trying to march him in place. Looking down, the lizard realized his own were doing the same, as were everyone's in the room. {Well, this won't do at all...}

The horned toad closed his eyes and concentrated on that tempo, Cock twitching as it moved the rhythm around before cementing it; simultaneously, everyone in the room stopped trying to march and started humping to that same beat. A chorus of lewd moans rose from the pile as their bodies started working together towards that singular purpose of pleasure. The lizard had to grip a little harder as his intended target started to move with the same motion; still, he had to admit, watching those swollen orbs swing back and forth beneath that lust-addled cheetah was only encouraging his own body.

With each thrust of his pelvis, the lizard allowed his feet to scoot forward, quickly bringing the Cock in charge in contact with the instructor's exposed ass. Both boys shivered in anticipation, the scaly's fluids pouring down the cat's crack and up along his taint, lubricating and stimulating with promise of much more. The head ground helplessly within that valley as the two bucked together, lizard reaching down to position himself better with each grind. Finally, the tip pressed against the cheetah's entrance, and the next thrust brought with it the encapsulating warmth and tightness of an unpenetrated anus.

The feline's muffled moan traveled through the ferret's enraptured organ, the trio humping at each other in unison with the rest of the room; liquids flew, messes dropped, pants disappeared and diapers swelled, the cacophany of bodily euphoria starting to echo out the door as the orgy of filth drove on, that horned toad's immense and powerful Cock steering. None were complaining; all twelve of the boys were eager to fulfill their bodies' blissful desires in any way they could.

***

Derek did his level best to duck into the aerobics room without being seen. His body wasn't too terribly worried; however, his mind was still in the process of freaking out about his newfound lack of control. As much as he wanted to refuse to call the Cock cantilevered before him by its name, he couldn't for the life of him come up with any other term to use, like his brain had revolted with the rest of his body. The gargantuan organ had soaked everything in his path up to this point, and now that he was here, he could feel its eagerness to change those within, to corrupt them into agents of filth like himself. The very thought would have turned his stomach, had his stomach not sided against him.

The mess, however, wasn't the worst thing in his mind. The mustang could feel the excitement his body held in being in proximity of those other boys, the way it responded to the sight of their form, the scent of their musk. Those bastards had not only corrupted his shape, turning it into this marching mound of sex and waste; they were trying to turn him into a fag. Even now, he could think of nothing but other males, their engorged genitals, their pulsing sphincters; it reviled him, no matter how much those myriad images thrilled his body.

Even just entering the room, he could feel the presence of the men inside: six total, all with elevated heart rates due to strenuous exercise. The smell of sweat and male B.O. sent his own heart rate soaring, and he could feel his balls churn with the extra load they'd need to convert all these boys.

The horse cursed to no one in particular. These men were in here to get in shape, to get fit, and now because he couldn't control himself anymore, they were going to be irreparably changed for the rest of their lives. They were going to become piss-spewing, shit-taking, constantly-climaxing gassy monsters, nothing but marching fountains of filth like himself.

{Come on boy, it's not that bad. Besides, it's not like you have a choice in the matter. You really should accept your fate. You'd honestly be a lot happier for it.}

As amazing as he admitted his body felt, the stallion refused to give up his fruitless effort to regain control. He could see the twisted form he'd become in the mirror on the other side of the room: Cock jutting an absurd three feet out of his crotch, squirting a continuous stream of jizz and piss; balls swollen down to past his knees, which only just made them feel that much better as they swayed and knocked against his thighs through his helpless march; ass puffed out like he'd put on an extra ten pounds just back there, tail flagged above it like he might drop another load at any given time. It all felt marvelous, but it was all wrong!

As the dragon had predicted, everyone in the room was too focused on the televisions and their own exercise to notice his obscene entrance. The Cock in his lap beamed at their luck, almost spoiling it when its splurting came awfully close to the mirror on the opposite wall. Derek's hands reached down to caress the organ of their own accord, his body having fun with itself while simultaneously aiming at its first target.

Closest to the door on a bike machine was a young lithe german shepherd; the stallion was vaguely familiar with the boy, knowing he was a senior in high school and training for collegiate sports. As he launched a volley of tainted gunk in the young man's direction, the horse's mind flashed back to all those times he'd seen the dog come in after class, his crotch and butt outlined perfectly in the lycra shorts he always seemed to wear. The thoughts made him shudder, or would have if he could.

The stuff collided with its intended target with almost no reaction from the pup at first, almost as though he hadn't felt it hit him; as it soaked through his shirt and into his fur, however, his dick immediately began straining in those same tight shorts. It had begun.

The Cock's next move was pretty strategic; all in a row, a greyhound, a gecko, and a rabbit were using treadmills. As the german shepherd's cycling rhythm slowed to match the marching of Derek's legs and his seat developed a suspicious wetness, the next spurt arced over the line of runners, raining down on all three. As with his first victim, the changes were almost immediate; within a few seconds, all three had to step off the machines as their hands explored themselves on their own.

Finally, towards the "front" of the room was a pair of Stairmaster users: a doberman Derek noted had a remarkably toned ass (for which he immediately scolded himself), and an older gray squirrel whose shorts barely managed to stay up over his hips. The stallion scolded himself again for considering this "easy access" as he sprayed his final corruptive shot over the front row. Both males, as the others before, immediately began displaying signs of their change in demeanor and posture; elsewhere in the room, that german shepherd was starting to grind against the bicycle seat, knot ballooning obscenely within its lycra prison and nuts swelling out to either side, threatening to roll off the tiny platform.

Derek moaned, Cock aching with anticipation as he watched the six boys' transformations; butts and bellies swelled, Cocks burst from pants, and bodies began to sweat as the filth took hold. What's more, while there was certainly an air of confusion about, none of the newly-blessed men seemed to be trying to fight the changes; indeed, within seconds of the horse having splattered the squirrel and the doberman, the german shepherd in the back had clearly cum all over the inside of his shorts, the rabbit and the greyhound were grinding against each other, and the gecko was busy depositing a fresh steaming load in his drawers.

Legs began marching in place as more and more, the corruption took its toll on the males; lower garments disintegrated or swelled out into plastic diapers, and as fluids began to fly, some of the machines were being affected as well. Very soon, each of the bicycle seats sported a pair of quivering lengths, one angled up to be inserted by the rider, and the other pointed along the banana front to be ground upon. All the televisions, one by one, started changing their broadcasts; news and sports quickly degraded to debauchery, homosexual pornography, and bathroom footage. The squirrel in the front was struggling with his hands, the one sign of a fight so far, but as he played with himself through his rapidly-disappearing shorts, that desire seemed to dissolve right along with the garment, and soon he was jizzing on the doberman, who in-turn was having quite the time shoving fingers into his ass.

Derek felt a very sudden, very unfamiliar desire overwhelm his rational thought, and he shuddered mentally as he got an idea what it might be. His body faced away from the new converts, hands reaching out to brace against a bicycle and hips thrusting back, tail lifting and putting his own puffy ring on display. The german shepherd boy saw this eager presentation and the Cock in his lap beamed, knowing what was happening to the stallion. He stood off his machine, the dick on the seat slurping wetly from his backside, and marched over to the helpless horse.

Another change swept through Derek's body, and the room echoed with moans as the marching cadence accompanied itself with hip thrusts from all the boys. The german shepherd's grossly-swollen Cock easily thrust into the mustang's winking anus, the dog howling at how incredibly tight the orifice was in spite of how easy it was to penetrate. He bucked helplessly into Derek's ass, the horse whimpering as each motion ground down against his prostate, sending bolts of pleasure shooting through him. He wanted this nightmare to be over, to stop desiring men, to stop shitting, pissing, and cumming uncontrollably; however, with each sharp stab to that gland, he could feel a bit of that resentment ease. It did feel obscenely good, after all. Better than any sex he'd had before, even. And the constant release, well, he'd already admitted that felt great.

The horse looked back to his fucker with a wicked grin, grinding his ass back against the throbbing knot begging to push its way in. The german shepherd made the same smile back, body knowing the change was finally making its way into his mind. Indeed, all the other boys were enjoying their bodies all the more with this change. The gecko and the greyhound had the rabbit in a spitroast, the doberman rimming the greyhound as his own ass was violated by the squirrel; every one of them sported new bigger Cocks, heavier balls, tighter butts, and a stink that was beginning to peel the paint off the ceiling, and not a one of them was objecting. Was it really so bad then, that Derek himself had done this? He could find no more reason to struggle against it.

The stallion threw his head back with a mighty whiny, Cock lurching beneath him in an immense orgasm, completely drenching the machine in wet goo; the german shepherd gave a firm thrust himself, knot finally embedding itself within the horse's rectum and tying the two together as he, too, climaxed, filling his now-willing mate with immense spurt after spurt of tainted seed. The warm fluid coursed through Derek's insides, every miniscule ounce of the stuff driving the point home more and more that this felt absolutely amazing. As his belly began to swell with the continuous load, the new orgy surrounding the changed horse showed no signs of stopping.

***

As the cougar cub rounded the corner into the weight room, he swiftly ducked behind a plate rack and took note of his surroundings, little paws a blur on the aching Cock in front of him. His filth slowed momentarily to help him conceal himself, seed and piss flowing just enough to make the carpet between his legs grow scummy. He peered around the corner, checking out just what all he was up against. There were three others, all obvious bodybuilders: a lion on a hip adduction machine, a large draught horse using a shoulder press, and a badger lying prone on a weight bench. He would be the easiest, but the other two were going to require a bit of stealth; the cub's bowels weren't too terribly thrilled at the prospect of holding back, but they knew it would be worth the effort in the end.

He moved up in front of the badger's legs on his hands and knees, being more than short enough to escape detection; being so close to his target, there were so many ways he could do this, but he opted for the more difficult. The cub sat down and leaned back against the bench, between the badger's legs; he angled the Cock up and grunted as a fat squirt of taint leaped from its tip, splattering down along the middle of the muscular man, reaching far enough to leave a spot on the tip of his nose and even getting some on the weight bar.

The badger set the bar down above his head, wondering what exactly he'd just felt land along his front. He looked down his form, seeing some of the thick goop on his unitard; smearing some of it tentatively with his hand, however, immediately allowed the stuff to take hold. His own length sprang to life, tenting the tight garment and very soon threatening to burst forth from it. As his hands drifted down to grope, the cub moved on; he knew it was only a matter of time at that point.

The horse had a pretty clear view of the lion; however, the lion would have had to turn his head to really see the horse. Their proximity was certainly a risk, but not one the cougar was willing to stop over. He snuck up behind the much larger beast of burden, biting his lip and observing as the man's glutes flexed through his gym shorts with each subtle move, before blasting him in the back with a firm dollop of his juices.

He didn't get much of a chance to react, the stuff seeping through his sleeveless cotton top and soaking his shorts before he realized what was going on. Blood pooled in his crotch, dick shoving itself down the inside of one of the legs as it sprang to life, obscene tip about in line with his knees before any additional swelling had even kicked in. The weights dropped slowly as his hands drifted down, one squeezing that python, the other teasing his now erect nipples.

By this point, the badger's unitard was straining to contain him, hands exploring himself with no restraint in this public setting; the front had grown suspiciously dark, and his own nipples showed through the stretched material, somewhat larger than he'd been used to. Muscles were growing, but so was fat, the two packing on his form everywhere they could find. His stomach rumbled, and he started dancing while seated on the bench in a modest attempt to hold back what wanted to come out.

The cub grinned at his work so far, Cock rewarding him with its incredible throbbing stiffness; however, he wasn't finished yet. Thankfully, the lion hadn't noticed anything unusual going on in the room, content to continue his own leg exercise. The cougar slid around behind and between several other machines, somehow able to keep completely hidden from the man even as the Cock leading him started corrupting some of the equipment. He managed to get behind the beast, and could easily take him as he had the horse, but he had another thought; besides, his ass was begging for a stuffing that instant, and he knew that lion had exactly what he was craving.

The boy peered around the base of a Nautilus, making sure to keep his marching legs and that fat pissing Cock out of sight. "Daddy?"

The lion acted as though he hadn't heard the child at first, but when it was clear who he was addressing, his surprise was rather genuine. "Oh heavens, no. I'm sorry kid, I don't have any children." He leaned forward a little, legs spread by the machine. "Are you lost?"

The cougar nodded, crocodile tears forming in his eyes. "I-- I thought I saw my daddy walk into this gym, but now I can't find him! Do you know him? He's a big, strong lion like you..."

The lion blushed a bit at the compliment, rubbing the back of his mane. "Oh, uhh... No, I can't think of any other lions, though I just tend to keep to this room and the lockers." He looked over what he could see of the boy with a bit more scrutiny. "How old are you, anyway? Surely that guy at the door... Derek? Surely he wouldn't have just let you in here to search for yourself like this."

The cub had not expected this sort of reasoning, but it did make sense: If he were really seeking his father, Derek would have probably asked for a name and done the searching himself. He needed some sort of answer, and fast. "Uhh..."

An overly-zealous moan echoed through the room, diverting the lion's attention. He looked to his left, to where that draught horse had been weightlifting just moments before; his eyes widened as he watched the male tug at his exposed erection, the immense shaft easily as long as his torso and pissing all over the mats. The cougar saw his opportunity. While the lion was staring dumbfounded at the incredibly odd display, he flung the hidden Cock out from behind the now drenched Nautilus and managed to coat the cat's right shin in spunk before pulling it back into hiding once again.

The effects were, as usual, pretty immediate: The lion flinched a bit and started to move to see what had hit his shin, but his own member sprang to life in his gym shorts, tenting them quite lewdly. He looked down at it curiously. "Wh-- Why am I... nngh..." His mind was cloudy, but he somehow managed to reason that the strange display of that horse must have gotten him a little hot under the collar. He reasoned, if I go back to working out, blood will redistribute itself and the boner won't be a problem anymore.

His legs certainly didn't seem to mind the workout, taking up a steady rhythm of their own, but that Cock would not be ignored. More and more, his body started to heat up, and very soon his hands simply wouldn't stay put. He wasn't sure why they were moving on their own towards his groin like that, but try as he might, he couldn't get them to stop!

Another groan sounded from the opposite side of the room, that badger's unitard torn to shreds as he creamed himself, cementing his changes. The thick nasty mess all over the bench was also smeared up and down his back,and the former weight bar, now a truly massive double-ended pulsing dildo, stuck lewdly from his now plush, toned rear. His legs marched to either side of that fat Cock as it helped him scan the room: There was one other boy like him, and two who were coming along nicely. The organ lobbed a tainted volley of precum in anticipation, standing the built boy up and marching him across towards the horse, his new immense gut and oversized manboobs bouncing with each step.

The cub, seeing the lion's change beginning to progress, stepped out from behind the Nautilus machine, revealing his naked lowers, Cock building its stream of filth back up. The lion stared, biting his lip as new desires overwhelmed him. Something about this scene didn't seem quite right, but honestly he was having a difficult time telling exactly what that was. After all, boys weren't supposed to wear pants, right? And it was entirely normal for boys to be hard. He certainly couldn't muster up a reason why the sight in front of him shouldn't be incredibly sexy. Something in him --- no, something on him --- really wanted that kid, and no matter how hard he tried, he couldn't manage to find any reason to tell it no, especially as the restricting garment covering it slowly melted away.

The cougar boy grinned a particularly menacing grin, marching up between the lion's legs and lifting himself up to his lap, Cocks meeting for a brief instant, resonating with each other. He stopped momentarily, groaning as his tail lifted and he let out a rank fart, the sound and smell only making the lion harder. He knew something wasn't right about what was happening; this boy was incredibly young! But that massive Cock between his legs, the lion couldn't take his eyes off it. As the cub reached down and massaged his new thrall's commanding Cock, the lion still struggled to come back to his senses, but it just wasn't happening.

Off to the other side of the room, the badger and horse had found each other; the latter was still changing, his nuts swelling up beneath him in preparation. He spotted the badger's approach and tried to tear his eyes away from that Cock, but was only successful when the boy turned around and presented his rotund backside, that immense dildo wedged between his cheeks. The horse groaned as his own ass rippled with need; it had been expelling gas and shit, but now it craved that thing inside. He tried to tell himself he didn't want it, that what was happening was horribly wrong, but he couldn't stop himself from turning around and maneuvering his overgrown pucker over the warm, drooling toy, legs marching all the way. With what little will he could muster, he shook his head in desperation as he impaled himself on the rod, Cock and ass both rewarding him with the most amazing pleasure he'd ever felt.

The kitten ground the two Cocks in front of him together briefly before turning and lifting his tail, mimicking the horse's body's actions over the Cock in the lion's lap. It was almost as long as he was tall at that point, but the cub didn't care; it was far more important for it to be inside him than anything else at that point. The lion, as the horse had managed, shook his head desperately as though that would change the boy's mind.

The cub made that same menacing grin back to the lion as he gently settled his ring down on that Cock, rocking his hips back and forth against it in time with his march. The lion winced; his nuts drew up in anticipation, and he could feel that Cock swell another inch or two, piercing the young boy of its own accord! As he felt that tight warmth slowly accommodate the growing Cock, he felt something beginning to fill his own ass from the opposite side; before he could react, he lifted up ever-so-slightly and let loose the wet log all over his padded seat. A wave of embarrassment washed over him, very rapidly being replaced with a strange, perverse sense of pride; this only swelled within him as he sat back down on what felt like a newly-grown thick phallus, the turgid organ finding his prostate with ease.

The badger was bracing himself, bent over, on the horse's former exercise machine, helplessly but eagerly sucking off a dick that had grown in its seat; the horse, meanwhile, was upside-down, legs gripping the shoulder press' handles as he ground himself up and down on his end of the double-ended dildo still shared between the two. Both Cocks flowed with ample amounts of piss and cum, balls and bellies bouncing to their sexual cadence, the mess surrounding them growing with alarming speed. More and more, the room reeked of urine, sweat, shit, and male musk; nostrils flared, legs marched, and, as the lion finally joined the fold, Cocks came like hoses. All four boys humped, pleasing their prostates and revelling in their newfound blissful filth.

***

Sean was bracing himself against a tiled shower wall, ass being pounded over and over again by the otter who'd shown him the ways of the nast, when the footsteps echoed into the lifeguard's locker room. The shark knew who it was, but the voice that followed confirmed it as Jamie, the other lifeguard on-duty.

"Sean? Hello? I swear to god, you'd better be in there ready to go; I'm not waiting arou-- What the fuck happened in here? Sean? Are you in the shower?"

The shark stifled a moan as he came hard, both Cocks firing tainted seed into the drainage trough. "G-- Gotta change'm..."

The otter nodded, still driving the Cock in his lap against the shark's prostate. "I've got a plan. Turn on the shower."

"B-- But, don't wanna be clean..."

"Don't worry; you won't be." The otter pulled out, dumping what was surely gallons of piss and cum onto the floor from the shark's ass. Sean nodded and did as he was told, making sure the water was good and loud, as the otter swiftly hid against the wall next to the door.

"Jesus Sean, you're only just getting showered? What the hell, man?"

The shark kept his back to his coworker, tail down to conceal his messy rear, Cock keeping the tempo his legs could not with its twitching. "S-- Sorry Jamie, I-- Something came up..." {That's it, keep him distracted...}

Jamie stepped into the shower, and the otter finally got a look at him: The young man, no more than a year Sean's elder, was an orca, and had already stripped out of his own speedo. The otter's plan stalled for a moment as he inspected the male's already impressive package: each testicle was easily two inches across, held snug to his undercarriage in a tight rubbery sac, with a penis like a Polish sausage draped over the pair, nestled gently between them. He could hardly wait to see that turned into a proper Cock.

The otter quickly snuck out of the shower room behind the orca, heading to where he'd helped Sean make a mess earlier. Still lying in it, untouched, was a single padded garment bearing the gym's new perverted logo. He picked the plastic thing up, shaking a bit of the scum off it; it almost seeming to quiver in his hands, as though it longed to be put on an uninitiated and start that wonderful change. {Soon enough...}

"Is that what that mess was by your locker? What the hell happened? It looked like a shampoo bottle exploded out there."

"Oh, uhh... Yes! That's exactly what happened! My body wash... I guess someone was playing a prank on me or something. So, I had to go to the store and get another!"

The orca took a few steps forward, into the steam. "Well, it wasn't me; who would have done such a thing?"

The otter returned, opening the diaper and steathily sneaking up behind the oblivious Jamie. Waiting for the orca to stop his forward movement, he struck: He dropped the diaper between Jamie's legs, interior-side up, then reached around a leg, grasping both front and back and tugging it up. He had it taped before the whale could react.

"What the fuck!? Who are-- Who... Who are..." Jamie's train of thought slowed to a crawl, his new padding tenting immediately. As soon as he realized what exactly he was now wearing, his bladder began releasing with rather incredible force, the front of the diaper pushing out with an audible whoosh. "Wh-- Ahh~! Why can't I stop!?"

The otter stood proudly, and Sean turned around to watch his colleague change, all three swollen Cocks on full display; Jamie bit his lip, trying very hard not to stare as strange new urges flooded his mind, overwhelming him. His fingers twitched as he struggled with himself, but his hands were very shortly groping and squeezing at his steadily-wettening front against his will, pleasuring himself to these two fully-aroused me-- no, boys. Yes, that was the right word for them. That was the word that sent surges of lust through his form.

Sean smiled and pressed in against the otter, twin Cocks pressing against the other and fountaining their unique brand of corruptive juices against his abs; the otter, meanwhile, wrapped an arm behind the shark's back, the other behind the orca's, dipping into that diaper and pressing a finger into both boys' rears. Jamie tried to protest, but his tail lifted higher, his backside pushing back against the intrusion, Cock's stream only getting stron-- Wait, Cock? Yes, It's a Cock, that's right.

Jamie shivered and leaned in against the other two boys as his body shifted more and more towards corruption; his legs started marching, nuts swelling out and sagging into the warm wetness of the thoroughly used padding. That finger invading his ass was being greeted with a number of incidents of flatulence, which caused him to blush in embarrassment but over which he had absolutely no control. He couldn't stop himself doing any of these things, but little by little his concern whittled away; he felt amazing, after all, and clearly these two other boys were with him in this.

The orca let go of his crotch and braced himself on Sean and the otter, letting out a lustful moan as he climaxed; the sound of semen slapping against the putrid plastic echoed in the small tiled room, and drew out the stream of seed from the other three Cocks as well. Very soon, all three boys' bulging bellies were soaked in spunk, Cocks showing no signs of wanting to slow down now.

Jamie's muzzle twisted into an open, panting sneer, rumbling as his body took control. "Mmm, I've never felt so good..."

The otter joined him in sneering. "Well, you know, Jamie, Sean, there's an entire pool out there that you two still need to... 'guard.' I say we foul up the whole thing." The four present Cocks beamed in their laps at the thought, straining and streaming in anticipation. The boys stepped back away from each other and began marching again, stepping out into the locker room and to the pool room.

The pool itself was rather large, especially considering where in the city they were; it was an Olympic-size swimming pool, often used as a catch-all for swim meets with the local schools. On this particular afternoon, three of the ten lanes had been sectioned off for lap practice, each being used by a student on the high school swim team; the other seven lanes were being used for general-purpose swimming, in which a small number of men were playing. Some were practicing swimming underwater, others were jumping off the diving board, and still others had their sons with them, keeping an eye out as they played with their friends.

Sean, being the lifeguard-on-duty, took his post on his chair, smearing it with piss before taking a seat on the swiftly-growing erection. No one in the pool seemed to notice he was nude, sporting twin aroused Cocks, or even that he was masturbating both of them while grinding against his seat. Cocks let loose a pair of powerful bursts of fluids, each landing in the cordoned-off lanes, far enough away from any of the swimmers to be noticed.

Jamie, being the least-able to spread the corruption due to his diapered midsection, took a seat on a lounge chair, tent sticking straight up in the air as he teased it, the rhythmic sound of that Cock squirting into his padding only barely audible poolside, and as he pushed his hips from the chair to take his first shit, no one took notice.

The otter, meanwhile, climbed the ladder to the high-dive platform, fluids turning the rungs into rigid, throbbing pricks along the way. At the top, he stepped out to the edge of the platform, again without so much as a glance in his direction. He gave the Cock in front of him a gentle squeeze, then leaped from the platform, gracelessly belly-flopping into the water below, the smack echoing throughout the room. That was more than enough to draw everyone's attention, but by then it was too late; the otter's commanding Cock immediately began pissing and cumming into the water. Between himself and Sean's mess, the taint spread like wildfire.

One by one, the swimmers slowed to a stop, penises springing to life beneath the surface. The cubs were affected most swiftly; cheeks flushed, and very soon began verbally expressing their concern over the fact that they couldn't seem to stop peeing.

"Am-- Am I in trouble?"

"Make it stop, daddy..."

"Why is it so hard?"

Of course, the older men were far from untouched by the rapid spreading of the taint; they, too, began helplessly voiding their bladders beneath the surface, try as they might to hold it in. Those practicing laps, formally alone but together in spirit, exchanged embarrassed glances with one another, hoping the others didn't notice their strange, unstoppable behavior in their trunks.

The otter looked back and forth across the scene unfolding before him, both webbed hands clutching that proud Cock as his tail began to lift, his ass forcing out a wet turd; Sean, too, was busily masturbating from his perch, clearly riding an obscenely-large phallus in his chair, and it was only now that some of the other males finally took notice of this fact. The cubs watched in confusion, only to startle themselves when their own hands started to mimic those same actions, playing with themselves for the first time. Their pee-- no, the Cocks in their trunks swelled to ridiculous proportions, nuts growing and tugging down on their swiftly-developed crotches.

The teens in the lanes, meanwhile, had begun to tease at their anuses, fingers heedlessly prodding at the suddenly hungry puckers while their other hands tugged helplessly at the aching, pissing Cocks in front of them. A powerful urge started to fill each of them, and though they tried desperately to fight it, the lustful stares at each others' bodies were calling out to each other, tugging them closer and closer until it was painfully obvious they were all in the same boat.

Of course, the older males in the pool were not exempt from the strange transformation coursing through their forms. Fathers began "helping" their sons in perverse ways, some taking the role of stroking those newly-grown Cocks, others lifting their sons up to rim their asses. The young boys squirmed and cried as the strange new pleasures coursing through their veins overwhelmed their prepubescent minds. Some began to belch, while others farted; bellies and Cocks fattened up, a distinct aroma rising from the water.

The teens at this point were caught in a helpless threesome, one fucking another in the ass as he passed the favor along to the third, who was maneuvering himself over one of the pool's many former water jets, the orifice having shifted into a soft tight anus. All three were fighting the odd lack of control they had over themselves, but as was the case around the pool, they were all losing that battle.

And they were losing because it all felt so good! Their bodies loved the way they felt and could make each other feel, and those Cocks in their laps beamed at the opportunity to pleasure themselves and each other. One by one, the boys in the now frothing, musky pool climaxed, their fates sealing them in this infinite cycle of filth and pleasure.

***

Linus' trip through the raquetball court hallway was swift and methodical: Open a door, let loose an arc of cum, then close it and move on. If the men in each court weren't hit by the stream, they'd invariably go investigate; within mere seconds, each pair trapped within their cell with each other would descend into depravity, from frotting to sucking, from rimming to fucking, legs marching them in place as they did. Raquet handles became thick, leaky phalluses, being jammed into whatever orifice wasn't otherwise being occupied. Each glass wall swiftly became obscured with a thick curtain of shit and seed, the boys releasing more of each than they ever thought possible yet still eager to produce more with each passing second. The dragon didn't need to stop and check on any progress; he could sense the changes, knew the filth was spreading well.

After tainting the ten or so courts along the hallway, the dragon came upon a metal door with a single small window, reinforced internally with a wire grid. He of course did this both in the sense that he reached this door at the end of the hallway, and that he did, in fact, eject a copious amount of semen onto the offending blockade. He pressed his ear to the cold metal, Cock pulsing eagerly against the same down below; his heaving nuts ached in anticipation as he realized there was something of a team demonstration going on on the other side. Peering through the foggy window, he could just make out a line of similarly-shaded singlets along the near wall and some movement in the middle of the room, all confirming his prediction.

Slowly and quietly so as to not arouse suspicion, Linus gripped the erection that used to be the door handle, tugging its thick, matted foreskin towards its base, and gently pushed the door open. It seemed to be working; the young men on the bench, all clearly in high school, didn't even give the dragon a glance, every one of them much more focused on the practice match in the ring. He aimed the Cock along the wall and let loose a thick gush, the fluids clinging and running down behind the bench.

The first pair of tainted raquetball players emerged marching from their court, each playing with the Cock directing from the other's groin, as Linus watched the slime take hold of the first few wrestlers. They'd been leaning back against the wall, and as the warm goo oozed down onto their heads and shoulders, they didn't even have time to wonder what it was before they'd gone hard in their singlets. Not all of the students were leaning against the wall; a few were seated as far back as they could be but leaned forward, their rears getting hit first; others, however, were nowhere near the wall, no seed coming in contact with them.

As the filth started spreading through those who did touch the wall though, their bodies rebelled. Attentions turned away from the skirmish on the mat and instead to their own hands, which refused to cease molesting their strangely-swollen genitals. As those unaffected started noticing this strange behavior as well, they backed away from it in repulsion, only to end up getting some of the spunk on them as well once they touched the wall. Very quickly, there wasn't a soft Cock in the room --- that is, except for the two still wrestling in the ring, entirely oblivious to what was going on around them. Linus smirked wickedly and entered the room, obscene Cock leading the way.

The boys on the bench, upon seeing the grotesque form passing through the doorway, immediately felt revulsion; their bodies, on the other hand, had never been more excited! The filth that poured from his anus, the mess that leaped from that Cock, and the incredible male stink rising from him, it all beckoned them to join him; even as they tried their damnedest to run, their legs refused to cooperate, instead matching the pace of the ringleader and turning them towards each other. Hands explored new territory as a few minds still tried to resist, other boys cumming all over themselves and their teammates, all entering the fold soon enough whether they wanted it or not.

The pair in the ring hadn't noticed anything amiss; they'd been too focused on the match, and even as the chorus of moans rose from the benched ranks, they barely registered it. When a thick, warm shot of Linus' spunk entered the ring however, that was noticed. It didn't take long at all for wrestling to devolve into wild groping and desperate, helpless grinding. Their singlets dissolved in the crotch, Cocks urinating all over themselves as the powerful organs pressed together between the two. The posts in the four corners of the ring now massive phalluses themselves, each fountaining into the center of the ring, everyone, even the boys from the raquetball courts, started piling into the middle, forming a massive, writhing mound of filth and pleasure.

There was only one place left to go in the gym, and as the last, most reluctant boy finally climaxed, all stood and began marching towards it.

***

"Ow! Hey, careful with that! What, 'dja wet the tip first?" Bruce, the inquiring stag, rubbed his now-sore bare bottom.

Hector, the offending rhinoceros, squeezed the end of his still-twisted towel, water clearly wringing from the fibers. "Maaaaybe."

"Dammit, I don't know if I'll be able to sit on any equipment now without hurting my ass." He turned back to his locker, pulling out a pair of short, breathable lycra shorts.

"Oh, I'm sure you'll be fine," teased a badger from the other side of the lockers. "It's not like you do much working out anyway." A chorus of laughter followed.

"Oh ha-ha." The young buck rolled his eyes. "Look, I have a high metabolism; it's not my fault I can't build muscle like you guys!"

Hector grinned and patted Bruce on the back. "Aw, we're just foolin' ya. I know you try."

The stag, still rubbing at his bruised behind, grumbled something under his breath; he bent over to step into his shorts, eyes absent-mindedly watching Lenny, a chameleon with a similar physical build to himself, go into the showers. He looked down for one moment to see what he was doing, and in that moment Lenny ran back in, a panicked look plastered on his face.

"Uh, guys..." The chameleon's eyes darted back and forth at the tile floor. "Um... Frank and Larry are, uh... They're... They're fucking in the shower..."

Hector cocked an eyebrow. "Wait, what? That can't be right. Those two are straight as an arrow!" The rhinoceros jogged past the lizard, not noticing the trail of footprints behind him or the growing erection he was trying to hide. What he saw in the showers, however, made him brace himself against a tiled wall in surprise.

Frank and Larry, a pair of older panther brothers, were indeed going at it, as Lenny had said; Larry, the older of the two, was bent over, tail flagged high and an erection the size of a submarine sandwich bobbing and pissing beneath him, while Frank was pounding him mercilessly with what looked like an even larger member. That wasn't all Hector was seeing, though; while it was indeed strange for these two brothers to suddenly start fucking in such a public venue, the shape of the showerheads was stranger. Each one along the wall was shaped somewhat similarly, with a bit of a flare at the end, but they'd all obviously changed to more closely resemble horse cocks! The "water" that spilled from them filled the room with a steamy musk, and the rhinoceros was having a surprisingly difficult time breathing as it started sticking to the walls of his throat.

A loud metallic bang behind him alerted Hector to the locker room again; he turned around in time to see Lenny, back to a row of lockers, his hand a blur on his own erection as he fired a load all over the locker room floor! "Lenny? What the FUCK, man!?"

The chameleon panted and dropped to his hands and knees, one hand remaining on his still-erect Cock. "Mmm, FUCK is right... God DAMN, I could use a Cock in my ass..."

Hector blushed at the display, that mist and wet floor starting to seep into his own form, dick surging to erection. "Ngh, wh-- Why am I getting so hard...?"

Bruce had stopped trying to put on his shorts by this point, staring awestruck at the two males clearly playing with themselves in front of him. What on earth would possess them to spring wood in the men's locker room? And why were Frank and Larry supposedly pounding each other in the shower? "H-- Hector, Lenny, you're... you're scaring me..."

Hector shook his head, but his nostrils flared as he looked at the chameleon, Lenny now turning around to present himself to the suddenly-needy rhino. What was Bruce saying? That wasn't important. That Cock pounding and urinating, swollen nuts dangling beneath that aching anus pointed right at him, now that was important. It needed to be fucked. It could probably stand to be pissed in. His legs marched him in place for a moment before carrying him over to the exposed lizard, Cock spurting pre all over that rear before his hips forced it in.

The badger on the other side of the lockers panicked and bolted for the door, terrified of what might be causing these grown men to start fooling around in such a way; Bruce, on the other hand, had stepped cautiously towards the rhino and lizard pairing, a hand out-stretched. "G-- Guys? What are you doing? Why are you doing this?"

"Feels... so good..." was the only response Lenny could muster; Hector merely grunted in agreement as he continued to plow that fat, stinking ass.

Bruce wrinkled his nose at the stench rising from the pair, the same stink that seemed to be wafting in from the showers; it almost reeked of shit, with a hint of something else, something... masculine. The badger burst back through the same door he'd fled through, pressing his back against it as if to keep something out. "B-- Bruce..."

The stag stood and turned to the badger, his name escaping him right that moment. "What? What's wrong?"

"Th-- They're all... They're coming this way..."

The metal door behind the badger slammed against his back suddenly, pushing him with unbelieveable force and nearly knocking him over. He scrambled back into position, holding the door shut with his shoulder. "Quick! Find a door wedge or something! Help me out here!"

The stag panicked; he'd never in all his life imagined something like this would happen, and honestly didn't know how to react. His eyes remaining on the door and the badger trying desperately to keep it barricaded, he hadn't noticed the otter stepping out of the shower room, fur matted to his skin and reeking like he'd just been bathing in piss and cum. He also failed to recognize the small cluster of males marching in perfect time with him, all sporting spurting Cocks and many playing with each other in exceptionally lewd ways.

The badger, too, had missed this detail, more focused on the door. After the initial blow, it was as though the parade he'd seen in the hallway had given up. He knew this was too good to be true; he'd been flung too far for them to assume the door was locked. Still, he had no idea what was going on. As he watched the door though, the metal on it began to rust at an alarming rate; the handle twitched and squirmed, much to his horror, and as he watched it, it sprang from the door, rigid as could be, pulsing and twitching as a newly-formed phallus before splattering his arm in wet, musky goo. He was helpless to the change; his dick sprang to life in his boxers, and try as he might, he just couldn't get that boner to go away!

Bruce yelped in surprise, taking a step back before he, too, felt a surge of hot fluid, this time against his back. He turned to see that otter, grinning a wicked grin, playing with an erection that had to have been two feet long! As he stared at the male, the otter's tail lifted and he bent over, dropping a fresh shit right there on the floor.

The stag stared at the procession in horror, taking a step back before he, too, popped a boner. He shook his head, in complete shock at what was going on around him. The badger, meanwhile, was lying on his back on the floor, Cock surging in his lap as it coated his distended belly in a thick, slimy coat of his own seed. Linus, the Cock jutting from him pissing up a storm, gently opened the door that had been blocked by the male, marching to the same unheard beat as the rest of the corrupted gym members. He stepped forward, allowing a string of rock-hard males into the very same room, the space growing more cramped and smelly with each fresh body. The dragon grinned and gave the otter a high-five, Cocks brushing against each other in approval as well.

"How was your success?" The otter inquired, legs still marching him in place as his parade started taking places to fuck behind him.

Linus just smirked, a fat wad of cum plastering itself to the otter's chest. "I'm pretty sure we've blessed the whole of the gym; I can't sense any stragglers. Even Derek's mind has finally given in. How about you?"

"The pool is a massive vat of semen and piss. I'm pretty sure the diving board is now a Cock as well, contributing to that filth. The water supply has been taint-- aah~!" The otter's body shuddered as the Cock commanding him launched a volley of seed at the ceiling as he said that word. "Taaaaainted, so-- so it's spreading rapidly elsewhere."

Bruce gasped as, against his will, even as his ears swiveled to hear this conversation, his backside thrust itself towards the immense entourage of males, tail flagging as high as it would go. The stag tried desperately to stop his body's strange, unwanted motions, but it was like his ass refused to listen to him! It wanted-- no, needed those fat, musky, smelly Cocks inside it, as many as it could take and more, and the sudden incredible, alien hunger permiating his form made him squirm. Almost as though they were trying to dissipate his energy, his legs started marching up and down in time with the others, jostling his aching erection and swollen balls back and forth. He wanted to run out of the locker room, to escape these strange boys-- Boys? Where had that word come from? But that's definitely what they were. That's what Hector and Lenny had become, the rhinoceros now holding his lizard companion against the wall as Cock plowed ass, the rhino's own rump being spread by a shark he was quite sure had been the bodyguard. That was the fate of Frank and Larry, now marching with the folks behind the otter, making out with each other as their messes contributed to the stink of the room. Even the badger was now helplessly tonguing a wrestler's ass as his own was lapped at by what looked like a cougar cub. All had become boys.

And with that realization, the orgy commenced.