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The sound of his boots hitting the concrete almost outmatched the sound of Will's breath as he charged down the obstacle course. His tongue was hanging from his mouth, he was far in last place as he ran at a medium pace, his gut swinging from left to right as he pounded the pavement as hard as he could. His spit was dripping from his tongue, but he was careful to keep it off his sweats. If this were in a uniform he'd expect no less, but right now he was concentrating more on trying to keep up with the rest of the pack, only able to keep a bare glimpse of the dwindling group in front of him. He approached the high wooden wall and doubled over partly, regaining his determination before he grabbed the rope and started the long, slow walk up it. He grunted and slipped, his fingers barely holding onto the nylon as he ignored the persistent scoffs and laughs from the onlooking crowd and he continued his climb. The climb to the top was easier than the awkward leg-lift onto the wall. He took hold of the zip line and rested the small wheeled device on the rope before plumetting from the tower. He howled in both terror and excitement, releasing and falling onto the sand pit below in a less-than-graceful dive into a face plant. But still he got up and continued running.

Ever since he was a child, it was Will's dream to follow his father into law enforcement, but a lethargic homelife and a big taste for doughnuts and snacks led him to be about two hundred pounds heavier than his height should ever allow. But he was determined though, and no matter how much they picked on him in his classes at the academy, he was sure he'd be able to make it onto a beat. But it was harder on the field than it looked--much harder.

He climbed onto the stack of pedestals that rose precariously over a pit of concrete and clumsily hopped from one pike to another. Some of them tumbled a bit, others fed him a blast of air to knock him off balance, but that was where his weight was an advantage and he simply scoffed at the attempts. He reached the other side of the obstacle a lot faster than the rest of them and continued on to the structure at the end of the course. He wasn't exactly dragging his feet as he slipped into the building, and as soon as something popped up in the corner of his eye he dove to the ground and rolled, raising his phase pistol and aiming it directly at it. He held his fire, seeing that it was a holograph of a little girl. But the second hologram that appeared behind her was a large thuggish man holding a gun. He fired and caused the image to evaporate. Another image appeared behind him and again he sent it to pixilated dust. Then another one, this time of an old man almost got a shot but Will held off at the last second and he ran up the stairs. He dodged a laser light that represented a gun shot and fired in response, his target not standing a chance. Upon reaching the third level he grabbed the last remaining white flag and threw himself from the window.

On his descent, Will tucked his arms and legs in a bit and struck the trampoline below, providing it with just enough give to cause it to tear and he landed softly on the ground below it, meeting an uproarious rise of laughter. He got up and crawled out from under the trampoline, smiling awkwardly at the other students who had passed the course no less than ten minutes before.

Conrad, an old beagle and the sergeant responsible for the obstacle course was the one to help Will to his feet, he chuckled lightly as the men started toward the complex just off the field and he patted the young German Shepherd on the back as he did so.

"Will, I've been constantly surprised by you." He said softly.

"R-Really?" Will asked rubbing the back of his neck nervously. "I have to say that there were a couple of points I thought I wouldn't make it through that run, but I wanted to do it. And I hope to only get better as the years go by."

The beagle's expression fell a bit. "I'm... I'm sorry Mister Jordan. You won't be moving on with your class."

Will stopped in his tracks. "What?"

"Look, it's not like I don't like you kid. I mean, your scores are through the roof, and your aim and reflexes are top notch!"

"But?"

"But... I'm afraid you don't have what it takes to be a beat cop, kid." He said, shaking his head.

"It's because I'm fat, isn't it?"

"Will, you have to look at the big picture here; the force isn't a game. It's a constantly stressful career with very real dangers in it every day. We look for men and women who have the kind of endurance it takes to handle that kind of pressure. You know?"

Will passed an indignant glare to the beagle and gently pulled his hand away. "Give me a chance and I'll pass the final exam." He said. "I'll prove to you that--"

"It's not just about the books, Will. It's strictly your physical state. You may ace the exam, but you don't stand a chance at the physical course."

"You know what? I thought you had more faith in me than this. You were my father's mentor."

"Shawn Jordan was a great officer. And no doubt you are your father's son. But where you lack in his physical prowess, you more than make up for in your knowledge." He said, tapping the shephard's forehead. "There's a lot up here you can contribute to society off the force."

Will growled. "I'm going to prove to you, and to everyone that I've got what my father had... maybe a little more."

Conrad snorted a bit. "H-how? The semester ends in three days!"

"Oh trust me, I'll find a way."

Will's trip home was somewhat uneventful. He stopped at the doughnut shop for a quick comfort bite to eat and immediately began to regret it. He was given a bit of an exclusion to live off the Academy's property due to his close proximity to the school, though an expected mandate to be standing at attention at five in the morning was required. His neighborhood wasn't exactly the safest to live in either, but the residents didn't bother him and he never really made any trouble to live in the small one-bedroom apartment he currently lived in. Low tech-low rent, though he tended to bring his own trinkets and devices to take apart and put together. His finger slid across a small hard object in his front pocket, a radio transmitter he'd been saving up to buy which would be perfect for his experiment.

The elevator stopped him at the third floor and he moved down to the second room on the right, the complex was quaint, but dirty, and just this side of his personal heaven. Swiping his keycard against the outer slot and placing his palm to the door, the port recognized his bio signature and beeped, causing the door to slam open within all four sides of the door frame and he stepped inside.

Turning on the light, Will sighed and rubbed the back of his neck. The room was barely adorned with furniture. A single couch floated in the center of the room like an island with scarcely a table pressed against its right side where he tended to eat his dinner every night. He pulled the receiver from his pocket and placed it onto his work station; glancing into the massive microscope which was connected by a swing arm to the table he peered down at the miniscule construct he had been putting together. Picking up a pair of tweezers he began to toy with the tiny metal device when his exhaustion suddenly made his eyes roll forward. He caught himself and shook his head.

"Jeeze... I'm going to need to grab a shower before I fall asleep and swallow this thing." He said to himself, pulling his eyes away from his work.

Turning around, Will slipped off his jacket, partly unbuttoning his shirt as he did so. He let the coat fall to the floor and he started his way toward the hallway that led down to his single bedroom and bathroom, a whole twenty inches of hallway separated his living room from his bathroom, and his bedroom was directly across from that. His left arm was working on flicking off his shirt while his right hand was unfastening his belt as he leaned into the clean room. The sanitized smell was almost muddled out by the smell of heat still lingering in the air, maybe from his morning shower, or probably from one of his downstairs neighbors, he wasn't sure which. He never knew for sure. He stripped down to his bare essentials and leaned over to turn on the water. He never really showered at the academy, he mostly spent his time trying to coyly look at his colleagues and hide his arousal whenever something truly juicy met his eye. There was nothing to hide here, he was already half-hard before he slid into the shower stall.

Will let the water pour down his front, coating his fur from his neck to his balls with its liquid heat. He sighed longingly and felt up his orbs with his hand, slowly stroking himself as he leaned against the wall. What happened in the shower really cleaned itself up nicely after he was done, and he liked taking his time in cranking himself and letting himself go. But that didn't happen too often, he lacked the kind of stamina those porn stars seemed to have, he couldn't make himself go longer than two minutes, but he was working to improve that time.

"Mmmmm..." He moaned softly, picturing Mason's ass. A golden retriever and second runner up in his class' athletics. Then a vision of Ian's plump tiger cock sent shivers down his spine, how he desperately wanted to get fucked by him too, in fact there were few males in his class he wouldn't consider getting a ride from, they were so muscular and hot and--"Nnnngh-ahhhd!" He cried out, feeling hard pulses shoot from his tip. Thick strands, too thick to be worn out by the downpour of hot water. He grunted and leaned back again, staring at the mess he'd just made on the wall; there was no way any of those guys would see him like that. He was just the "big fat guy" of the class. And unless a miracle happened over the next three days, he'd be letting his dad down too. He sputtered air from his lips before letting his dick droop back down between his legs.

*Tick, tick, tick, tick* The sound made the Sheppard's ear's pick up. As acute as his hearing was, there was no mistaking the strange noise coming from elsewhere in the apartment. He reached over and signaled the water to stop, filling the room with silence. *Tick, tick, tick, tick, tick!* The noises continued, followed suddenly by a loud screech and grinding that thudded against the wall so loudly he almost slipped in the tub. He practically tumbled out of the bath as it was and scrambled for the door.

"Who's there?!" He barked as he pulled it open and jumped out into the hallway. "What the--fuck?" He squeaked as the entire construction of his living room and kitchen had been changed all of a sudden.

Completely remodeled from what it was before, though most of the model constructs were similar, the wood paneling in the wall, the chrome steel of the single lamp that dangled over the kitchen, but they were modified heavily too. Much of the kitchen counter had been relieved of its granite countertop, which was only showing from the side what it was before while the rest of it was a sheen, reflective chrome surface. The cheap-looking wire harness that hung from the ceiling to hold his low kitchen light in place about six feet above the floor had been remade as well, it looked like a spiral of copper from the very edge of its outer casing on top of the bulb all the way up the cord to the ceiling. His couch had been obviously repaired and stood several inches higher than it stood before. He put his hand on it; it seemed to be just about to its original height. The couch moved suddenly though, bumping up then back down, which made Will shriek and back away from it and he slipped suddenly on the water he'd been trailing around the room. Next he knew was his head striking the ground and the entire room suddenly going pitch black.

"Please do not be alarmed sir. We are simply testing your reflexes..."

The disembodied voice was enough to alarm Will, much less the sudden jolt of something shooting through his system that made him try to cry out. Inexplicably, he couldn't make the sound escape his throat, the only made a strange fluttering noise from his lips that signified that he was still breathing at least. "Who... are you?" Will couldn't manage to get the words to press out of his mouth, but it emitted like a thought that he could hear.

"We are your creation, sir." The voice responded again, as if hearing his thoughts. "Stand by..." There was another chill of electricity that flooded Will's senses. This time he could feel his fingers dig at the carpet under him and his butt flopped against the ground, but it felt odd... as though more than his fur and flesh were slapping against the floor.

"What are you... doing to me?" He thought softly.

"We are testing our compatibility with you, sir. We seem to meld quite nicely."

"Meld?" Will felt his eyes pushing open, despite the fact that some unseen force seemed to want them to be closed. "Why the hell would you want to meld with--AHHHH!" His scream pushed from his throat and echoed through the room as he looked down and could see his entire lower body was covered in some tight, gray and light flickering material. "What--what is this?" He asked in shock.

"Please, sir. Just a few minutes longer and we can fully join as one!"

"No way! Who the hell are you? Why are you in my head?!" Will shouted, clutching at his scalp before realizing that his hands were covered in the strange fabric as well.

"You don't remember? We were afraid you'd hit your head quite hard. We were formed from your experiment, from a singular molecule created by you, we were able to begin manufacturing ourselves.

"Manufacturing yourselves?" Will asked. "You mean... you're the nanobot I've been working on? But--but how?"

"The transmitter you brought in was activated by static electricity from your pocket, sir. It was a strong enough signal to activate the first, and within seconds there were two of us... then ten... and within twenty minutes, over one-hundred thousand!"

"But... but my apartment... what did you do it? And what are you doing to me?" He asked, gesturing wildly between himself and the lamp above him.

"We are... improving you." The voice said again. "You have always wanted to better yourself, just as we have learned to do. It will not be easy, but you can be ready for your final course at your academy, sir."

"How did you know-whoa-WHOA!!!" He exclaimed, suddenly feeling a surge of pleasure scream through his body, but nothing but precum drooled from his tip. "Haa! Hnnnhhh..." He grunted and moaned softly. "W-what was that?"

"Our connection, sir." He could feel the nanobot's enjoyment radiate through his large body. "Our training shall be rigorous, but we can have you ship and shape in no time if you are willing."

"Well... I don't see what it could hurt." He said. "I've been pretty desperate for a solution."

"We know." The voice said as the suit began to encircle his cock, slowly covering it in a tar-like substance that immediately seemed to shade itself into a rather skin-tight bulge to the outfit forming around him. "We desire what you desire... we will train you in all things physical..." Will gasped as he felt a wave of motion slither up his crack and press into his hole, making him jump and lean back as his head rested against the floor while the feeling of a latex-like fabric rolled over his flesh and seemed to vibrate against his cock head. "Physical... and sexual endurance will be attained."

He felt the fabric constrict and loosen around his lower regions as the nanobytes crawled higher along his torso, eventually coming to a pause and washing again and again over his hardened nipples. Will's body was renewed in vigor as he felt it playing with every button, pressure was being applied deep within him as the nanos seemed to press inward and spread out some, filling his hole again, and again before retreating. He could feel an electric vibe rolling along his body, if he had sweat glands they would be pouring from all the heat flooding the suit as it slowly covered him. He could feel gloves forming, his fingers spread apart and after a moment he felt them completely obstructed by the rubber and he couldn't help but drag them down his chest, feeling the smooth sensation squeaking along his body as he brought them down along his stomach, then his hips. His body already felt like it was changing and so far he'd hardly done a thing.

Two, three, four hours passed on this edge. Will cried out again and again, each time he got close he could feel something restrict him, just enough to keep him from orgasming. His body was taut, his fingers kept clutching into the air. his hips kept on bucking and slapping against the floor. A loud, slick noise from the rubber suit echoed through the room as he inhaled and exhaled loudly. The nano bots had encompassed his face, leaving nothing but a place for his muzzle to stick through and his eyes to occasionally open and flutter toward the ceiling in an endless, long fit of orgasmic bliss. His stomach was screaming at him but it was worth it. His tongue was out and fell along his muzzle, dripping onto the floor.

"Do you enjoy this, sir?" The voice asked.

"Nngh... very... very much." Will answered in between breaths.

"Then let us move on..." The voice answered as immediately a swelling in his ass and stomach sent him over the edge.

Crying out, Will felt the nanos pull away from his cock head, the sticky substance adding to the friction on his flesh and causing cum to shoot hard from it. It arched over his head for the first two shots, then made a great white mess on the front of his brand new uniform. He grunted and moaned for several minutes as the cum pulses slowed and watched in amazement as the fluid was quickly seeped up by the nanobots directly. "Thank you for the nourishment."

"N-nourishment?" Will panted. "You mean you eat it?"

"Don't you?"

"Well..." Will answered with a blush. "Not usually my own."

"You should. It was quite satisfactory." A feeling of amusement pulsed through the suit, making Will giggle a bit uncontrollably. Soon the sensation came down and he was again able to relax.

As the vibration of the suit allowed him to move again, Will sat up and admired it; it was a black latex-like rubber that covered the entirety of his body. His hands were half uncovered, leaving his claws exposed with his final knuckles and his fingertips. He stood up, woozy with disorientation as his paws glided down the smooth, tight outfit. "How interesting..." He mused to himself as he turned around a bit. His body was already showing signs of improvement from the suit's sessions. The nano bots felt sort of like a tingle that crawled down his flesh and up his spine, making him shiver in enjoyment.

A weapon came up in the display of the helmet he was provided. Will's eye landed on it and he was quick to respond: "Pulse Rifle; Class zero-zero-four-seven-E. Magnitude, four thousand watts, can be easily disabled by knocking out its primary coupling on the end of its hilt."

"Correct." The voice responded in Will's mind and it was followed by a sense of pleasure. "You certainly have a mind for quick references. You've studied quite hard for this for so long, you deserve to become a police officer."

"Tshh. That's if I graduate."

"Trust us, sir. We will not let you down."

Hours had passed since the suit took hold, every minute that Will spent with the machine was another minute that information and knowledge poured into his mind. His body had incredible reflexes, even to the point where the suit mimicked his movements instead of the other way around. His intense routine ranged from waking up at five in the morning, jogging on the track until eight, then a brutal workout regime until nearly four o'clock in the afternoon. He didn't need supplements, the suit seemed to provide him with energy and nourishment, it didn't support him directly but instead guided him and coaxed him to continue on.

Sexual training was part of the course, again and again he was pushed to the edge of orgasm only to be constricted and have the urge to cum pulled from his mind again. He enjoyed this, the stimulation in his mind and in his body made rapid improvement and in a matter of hours he was seeing results in his own body that would have taken a normal man years to develop. He devoured eggs for protein between his routines, and began to press weights harder and heavier than he'd been able to lift before. It was as though his body was transforming before his eyes! He didn't need rest he only had until Monday to be ready for the course. His mind was sharp, his senses clear, he would sleep only when the test was over and not a minute before...

The third day marked the most improvement, thanks to the suit's electrical sensations tensing every one of his muscles and his pseudo-forced exercises and runs he managed to drop a substantial amount of pudge only to gain it back as a solid mass of muscle on his arms and chest. He'd never been pushed so hard, so fast, but as he turned about in the mirror, admiring the very form fitting suit he began to find himself more and more appealing. His paw slid down his slim back and over his round butt as he felt himself get hard as he admired the visible crack of the tight suit back. It was during times like this that the suit took over for him, Will could feel the nanobots shift. He watched them flutter toward his taut arousal and give just enough for his erection to reach its full engorged size before he felt his knees give out and he was on his elbows and knees, feeling the soft fibers of the suit press into his hole like lover fucking him. He clutched his fingers against the ground and could feel the nano legs crawling along his cock, making him moan. But he held himself back, he didn't want to give it the satisfaction of an easy meal and they seemed to revel in the challenge. His endurance had improved dramatically, he could feel the heat wash over his flesh, his tongue dropping from his mouth as it began to grind hard against him. It seemed to be no use though, after eighteen minutes of the pure, unrefined heaven, his body rocked he cried out and he could feel the wet pulses shoot into the suit's interior, quickly soaked up in its fabric, and then it was gone again. He'd never felt such intense pleasures. Now all he had to look forward to was his test tomorow...

"Harker!" Conrad barked, looking to a young female poodle raise a tentative paw. "Henley!" He continued on down his roll and one after the other, he got a nod, a wave or a snap to attention from his students. "Holly! Jacobs! Johannes!" Three more hands raised. "Jordan!" There was a short pause as he looked around. "William Jordan? Are you here?" He asked again, but there was no answer. Conrad frowned and readied to mark a man off his record. "I guess he decided not to try after all." He said.

"Wait!" A familiar voice turned up Conrad's attention, but the vision of someone he didn't recognize came into view.

His arm was waving at the group as he ran toward them, a slim, black form with a rather taut, bulky upper body and large arms. His black suit looked skin tight, not really leaving much to the imagination of anyone on the field as he ran over toward them. Lifting his face mask, the rubber head piece seemed to crawl back down to his neck, revealing the familiar face of a German Sheppard underneath. "Wait sir! It's me! I'm here!"

"Jordan!?" Conrad's jaw would have fallen to the ground if he hadn't caught it with a hand. "My GOD man! What happened to you?!"

Will panted as he ran up to them. "I'm s-sorry I'm late, sir. I lost track of the time! I'll be happy to make it up by running laps after the course." He stopped and looked around, his colleagues and his teachers were murmuring to one another, while staring and pointing at him. The tension made him feel uneasy. "That-that-that is... unless you've already kicked me out."

Conrad shook his head, clearing his head of otherwise perverted thoughts himself. "No, no, what are you talking about? You made it just in time, sir. Now get out there, and make your father proud, boy!"

Will took off like a shot when the start gun fired. He strode ahead of his colleagues quite easily, only relenting some of his lead when he slowed down to man an obstacle. He had managed to swing across the monkey bars in three grasps. He crawled under the barbwire trap easily, whereas before he wasn't even able to do it due to his enormous size. He deftly climbed the wall, using his visor to help him determine the best places to kick off of, but otherwise he was working without the aid of his suit. He could feel the rubber pressing against his rump, giving everyone behind and below him a good, well defined shot of his goods. He ziplined down first and was the first to tumble from the three story complex to the trampoline. This time, he made it without ripping through the fabric, and when he got up, he hadn't even broken a sweat while the others in his class quickly raced to get onto the trampoline themselves. Conrad's mouth had been open the whole time, frozen in a look of awe, shock and tears of joy. Suffice it to say that Will passed his class with top honors that year, all thanks to the suit he'd invented and the nano bots that made it up...

"HA!!" Conrad burst out a laugh at the end of Will's story, the old beagle slapping the young fit Sheppard on the shoulder as he did so. "I gotta tell you, kid. Every time I hear that story I have to laugh my ass off! You think that all your accomplishments came from that suit of yours? No, son. You've said it before, the suit only helped you prepare. The only one who's responsible for you showing up at that test, the only one responsible for you surpassing your peers and becoming a beat cop is the one who you see in the mirror every day when you get up."

"But... but they helped me get in shape in time for the test." Will stammered.

Conrad stared at him with a smirk. "Will, I know you were in a bad place when all this went down, boy. But to be honest, if you hadn't created these nanobytes, if they hadn't trained you, don't you think a personal trainer could have made you ready for the next test?"

"I--well, I don't know." Will shrugged and took a slug of his beer.

"Of course you would have been. Because you've got heart. If you would have failed the last test, I swear your ass would have been in a gym and you would be on the graduating class THIS year! That suit of yours was not only invented by you, and shows off your really determined nature, but it helped you along in the direction you would've gone anyway I suspect." Will blushed a bit and felt Conrad place a hand on his hand. "Your dad would be so proud of you."

"Th-thanks..." He said before hearing a soft beeping on his wrist. He pulled back the cuff of his jacket and pressed the flashing white button on his watch. "Mm... a three-eighteen. I've got to go." He said.

"Well. Good luck then." Conrad said. "I'll see you at home then."

As Will stepped out of the bar and put is helmet on, he placed his hands onto the handlebars of his motorcycle and watched the rubber of his suit begin to form along his fingers, the helmet illuminated as the rest of his body became wrapped in rubber and just as quickly took off down the street. His lights streaking through the darkness.

THE END.