Gym Rats

Nora could barely take her eyes off her. In front of her, A short brunette had been working out on the elliptical for at least as long as Nora had been using the treadmill. The girl hadn't turned around to show her face, but the view of her thighs alone had been enough to keep Nora jogging for an hour and a half. Nora's gym membership expired that week, so she wanted to get as much exercise in as she possibly could.

Not that she needed the workout, Nora was a tall, thin, toned trans woman. That day, she was sporting blonde dyed hair, a black tank top, and dark gray leggings. Nora never paid much thought to her own clothes, at the moment, all her attention was on the stunning woman ahead of her. The woman wore her hair in a ponytail, wearing only a deep purple sports bra and hot pink shorts. Eventually, The woman stepped off the elliptical. Nora was too shy to approach her, so she turned up the volume on her headphones and continued her workout.

A few moments later, Nora heard someone calling for her and turned off the treadmill. She turned to find the other woman giving her a smile.

"Hi there!"

Nora was shocked, her face was even cuter than she was expecting.

"Oh, uh, hi!"

The woman outstretched her hand.

"My name's Ashley, what's yours?"

"Nora. Nice to meet you!"

"This is such a nice gym, right?"

"Yeah, totally, too bad my membership is running out."

"Oh really?"

Ashley's eyes seemed to light up.

"So, I approached you because This gym is getting kinda dull for me, I need a more personal challenge."

"What do you mean by that?"

"I want to challenge you to a fitness contest."

"Like endurance? Strength? Swimming?"

"Dealers choice, we'll see who can perform better at whatever workouts you choose, best two out of three."

Ashley was the cutest woman she'd met in a long time, and working out together was kind of a date, right?

"Alright, that sounds fun, what do we wanna wager?"

"If you win, I'll pay your gym membership for a year. If you lose, you won't have to give me anything."

"Nice! When do you wanna start?"

"As soon as you decide what the exercises will be."

The first contest was the bench press. Nora hadn't practiced in a while, but she had frequently lifted weights before starting estrogen. Nora maxed out at lifting about 80 pounds. Ashley did 100 easily.

Next was the mile run. As she was a fair bit taller than Ashley, Nora was sure she had the advantage here. Nora kept a few paces ahead of Ashley the whole way, but Ashley was keeping pace, hardly breaking a sweat. Nora knew she was going easy on her, but she didn't mid. Why ask for a rematch and lose the membership?

Lastly, Nora chose the outer inner thigh machine. The two faced each other, set an equal weight, and began to count off reps in unison.

3...4...5...

Nora's arms had been completely shot since the bench press, and her legs weren't doing much better.

10...11...12...

Nora's seat was drenched in sweat, she couldn't wait to relax in the sauna.

21...22...23...

Then Nora's attention turned to her opponent. Ashley was staring her down. Was she smirking? How was she so calm?

36...37...38...

Ashley was finally beginning to slow her pace, the two's count began to drag.

44....45....46....

As Ashley's legs opened and closed, sweating and straining against the weight, Nora saw her bulge, pressed against the pink shorts, and began to feel flustered.

50....51....52....

Nora could see the end in sight, Ashley was hyperventilating, she could actually win!

55.....56.....57.....

Nora's elation gave way to panic as she realized what was happening below her waist. She was getting an erection, right in front of her new crush.

58.....59.....60.....

She wanted that membership, but she couldn't keep her eyes off her gorgeous rival, she couldn't stop her dick from rising.

61......62......63......

The embarrassment was too much, she pulled her legs from the restraints and tucked them together.

"64 reps, I win!"

Ashley let out a relieved sigh and gave Nora a friendly smirk.

"Really got your blood pumping, didn't it?"

Had she seen the erection? Nora could only lightly chuckle in response. Ashley walked over and looped her arm around Nora's shoulder. Nora couldn't help but notice how nice her underarm smelled.

"Well, you lost your shot at a membership, but you can still come in as my gym buddy! How does that sound?"

Nora nodded, lightheaded.

"How about you go relax in the sauna for a bit, then we can exchange numbers?"

Nora nodded again, lightly patted Ashley on the back, and dragged herself to the sauna.

Nora limply sat herself on the floor of the sauna, her back reclined against the bench. Her muscles went limp, and Ashley's scent, still lingering in her nose, grew on her even more.

At the thought of Ashley, her thighs, her bulge, her cleavage, Nora's erection returned with full force. It was a weird feeling, having such a hard on in a public facility, but Nora was too tired to stifle it, and she was alone in the steam bath anyway, so who cares?

"Hiya!"

Ashley opened the door and gave Nora a peppy wave. Nora's eyes darted between her own erection and Ashley. She was horrified. She was still too sore to move. She felt her dick flex involuntarily. Wait, was the embarrassment turning her on more!?

"I'm sorry, I'm sorry, I'm so so sorry!"

"Aw, don't worry about it, Nora, If you're gonna be an athlete, you gotta be comfortable with your body, right?"

Nora was still panicked.

"R-right, yeah."

"So, I suppose you won't mind me taking this off, will you?"

Before she had a chance to respond, Ashley had taken off her sports bra. Ashley held up the bra and stretched, arching her back, exposing her beautiful breasts just for Nora. Was she dreaming? She had to be. Ashley turned around and bent down. Nora was too focused on Ashley's behind to notice her tying the door handle to a towel rack with her bra, keeping the sauna door shut.

"And I know you won't mind this."

In one smooth motion, Ashley pulled down her shorts and threw them over her shoulder at Nora. Nora thought she caught a glimpse of Ashley's balls through her legs before the shorts landed on her, covering her eyes and nose. The smell of Ashley's musk blurred Nora's senses, all she could feel was a damn spot of precum forming at the end of her dick. Ashley's voice got closer, leaning over her.

"Damn, not gonna take it off? You must really love my cockmusk, huh?"

"No,

*huff*

my arms are just,

*huff*

too tired to

*huff*

Move."

When Nora managed the strength to lift the shorts off her face, she looked up to find Ashley towering over her, but not the Ashley she had been competing with that day. Ashley had turned crimson red, with horns and a long prehensile tail in addition to her sizable cock. Nora's back slid down the side of the bench, and she laid flat on the floor.

"I must be more tired than I thought."

Ashley crouched down between Nora's legs and began to peel off her sweatpants.

"Nora, you're seeing exactly what I want you too."

As Nora's pants peeled away and her dick sprang up again, Ashley gave her a wicked smile.

"And now I think it's time for my winnings."

"I, uh, I didn't think I had to give you anything!"

"Oh, you don't!"

Ashley leaned over Nora's chest, reached out, and lifted off her tank top.

"Everything you owe me, I'm going to take."

Ashley began to massage Nora's breasts. Nora was still sore, too tired to fight back, somehow, despite her crush being revealed as a demon, Nora didn't even want to. Nora's relaxed sighs of pleasure turned to deep, ecstatic moans as Ashley gently slid her cock into her ass. As she rhythmically thrusted, Ashley tilted Nora's chin toward her.

"How does it feel, darling?"

Nora could hardly catch her breath, but Ashley wouldn't break eye contact until she got an answer.

"It feels... ohh... so good..."

"Do you want more?"

Ashley's red tits rocked up and down as she picked up her speed. Nora was begging for more.

"Yes, oh, ohhh, yes!"

Ashley let out a guttural, demonic moan as she came. Nora felt Ashley's seed fill up her ass. She felt it's unearthly magic coursing through her. Nora's lust subsided momentarily as she noticed small horns growing from her head, a tail sprouting from her spine, strength returning to her muscles.

"What are you doing to me? Are you making me like you?"

"Not quite, Imps have horns and tails, but they're never quite as big as their masters."

Master? Was Nora becoming Ashley's demonic servant? Or her pet? The thought scared her, but something about it was undoubtedly alluring. Ashley stroked Nora's horns, still very tender.

"It's not permanent, not yet, at least."

Ashley's attention turned to Nora's cock, and suddenly, Nora's lust came back, unburdened by her new impish features.

"Oh, that's right, you haven't come yet, have you?"

Ashley revealed her shapeshifting ability, her large penis vanished before Nora's eyes, and was replaced with a dripping wet pussy, just an inch from Nora's cock.

"You've really pushed yourself today, but there's one more muscle you need to tone."

Ashley lowered herself onto Nora's crotch.

"Let's finish your workout."

Ashley began to grind her labia up and down Nora's shaft. Nora was so very desperate to come, and she was getting so very close. Nora shifted her body, trying to enter Ashley, but she stopped her.

"Uh uh uh, penetration is for imps only."

Nora was aching for her pussy, willing to become an imp just for the soothing warmth of her master's vagina, but the labia grinding over the length of her cock was enough for now. Ashley slowed to an agonizingly slow pace as Nora reached the point of no return.

"Are you ready, my pretty little thing?"

Nora, to her own shock, let out a demonic moan in response as she reached her climax. Nora's cum shot forth onto her chest, forming a puddle between her breasts. Rope after rope of semen flowed from her cock, each shot bringing a new rush of ecstasy. Once Nora's balls had been thoroughly emptied, Ashley looked down on her with a mix of satisfaction and pride.

Ashley dipped a pair of fingers between Nora's tits, coating them in cum. Nora looked at the fingers, her own cum seemed to shine with demonic light.

"Isn't it beautiful, Nora? All this cum, a symbol of your weakness and my strength."

Nora thought she should be insulted, being called weak, but it was true, and her master had the right to say so.

"Now, let's seal the deal."

Ashley reached out her hand, still dripping with semen, and Nora instinctively opened her mouth to meet her. When the substance reached her tongue, Nora's eyes lit up with a kind of hellfire. The taste was so tantalizing, she barely noticed her tail elongating and her horns hardening. Her jaw went slack for a moment as she basked in the unearthly pleasure.

"You put up a good fight, you're one of the fittest imps I've ever taken."

As Nora stumbled to her feet, cum dripping from her chest to the floor, Ashley opened a portal through the sauna wall. Through the gate, Nora could make out a red sky, and could hear the faint sound of hard rock.

"You're gonna like it in hell, Nora. Great gyms down there. No membership required."