Gloria's Transformation - the Gym

The crowd goes wild and encourages him to fuck her harder. So one of the guys sits on the floor and puts his hands on her hips, pulling on her and allowing his buddy to drive his cock even deeper into her pussy. Each stroke yields loud slurping sounds, since four guys have ejaculated inside her already. Each down stroke produces a slap, a loud moan from her, and sprays of milk, as her breasts reach the end of their motion. When he ejaculates, his semen and her juices are splattered onto the floor, the lockers, and his legs on each down stroke. He holds her for everyone to see until his cock falls out of her, and he puts her down on a bench. Semen and juices flow from her vagina as she comes down from her high. After a short while, she sits up, and sees about 2 dozen ordinary and very horny guys surrounding her.

"Everyone get naked!"

Gloria surveys the crowd. Some of the guys she knows, but most are strangers. She spots a black guy with a long, uncircumcised penis and points at him.

"I want you. How big are you?"

"Eleven inches"

He stands directly in front of her, and she takes his penis in her hand. It is semi-erect and thick enough that she cannot wrap her fingers all the way around it. She gets excited as she lifts his head up to her lips and pulls back his foreskin. She sees with delight that he has not cleaned himself for a while, and there is very pungent smegma under his foreskin. She rapidly eats it all off. She finishes cleaning his cock head by sucking on it, looks up into his eyes, and smiles.

"Yummy, I loved your duck butter!"

His huge, black cock grows in her mouth and when it reaches his full size, and she has to force her mouth wide open. He starts moving it in and out of her mouth, just the head at first, and the pool of her pussy juices mixed with semen overflows from the bench onto the floor. She has a huge orgasm and has to grab his legs to keep from falling. She lies down on her back, with her head down hanging over the end of the bench. He kneels in front of her and starts forcing his cock in and out of her throat. Her milk flow increases until it is a steady trickle from her nipples during the series of orgasms caused by his pumping of her throat. Her jaw starts to ache since she has to keep it so wide open, but thanks to her masochism, the aching soon adds to her excitement. He starts thrusting deeper and deeper into her throat, until her nose is buried in his balls and her orgasms intensify. The crowd enjoys watching the swaying of her enormous tits and her throat bulge each time he rams his thick member down her throat. He begins ramming her throat so furiously she cannot breathe, but he continues pumping her throat just as fast and furious. Finally, he starts ejaculating while continuing to pump in and out of her, forcing semen out her nostrils and lips, and down her throat.

After his last ejaculation, he keeps his cock deep in her throat because everyone is enjoying her inability to breathe. She is enjoying it too, and she makes no attempt to get his cock out of her throat. Her arms hang limply down at her side. There are several reasons for her enjoyment and lack of resistance. From the crowd's comments, she knows they are excited by and reveling in her predicament. Knowing lots of men are enjoying her struggle with a big cock increases her arousal and adds to her pleasure. Her extreme discomfort is actually arousing due to her masochism. She is satisfying her compelling desire to always please her partner and her audience. Her submissiveness makes her want to offer no resistance to being choked. And lastly, she knows and can feel it is a huge cock that is choking her.

She tries to breathe with absolutely no success, again and again, to increase the men's pleasure in watching her. They can see her throat and chest muscles tighten as she tries to suck in air around his huge cock. She arches her back with every attempt, which further entertains the men by swaying her huge breasts and thrusting them upward. She does succeed in making an "awk" sound and sucking his cock further down into her throat, as the men can see from her throat bulge. Finally his cock goes flaccid enough for her to breathe, but only with great difficulty, since his cock remains big. The entertainment continues with her desperate struggle to breathe. She takes very long breaths, one right after another, but the air passage is so restricted, she still can't get enough air. Each breath produces gurgling sounds, since there is much semen in her throat. And she makes a loud sucking sound with each breath, since she is breathing with all her might. On many of her breaths, she sucks semen into her trachea, causing her to cough and making her even more desperate for air. She continues this very labored breathing and coughing for several minutes, while her audience is mesmerized. Finally, her face turns blue, and he reluctantly withdraws his cock. She takes huge, deep breaths, swinging her massive breasts and spraying her milk, and her face returns to normal. She coughs up some of his semen. When her breathing returns to normal, she grabs his cock and sucks on it for a long time. She hears the crowd urging him to choke her again, so she knows what is coming and decides to do some acting to add to the show. She takes his cock out of her mouth.

"Please don't choke me again with your huge cock! I beg you", making it sound likes she means it. She is a good actress.

"Okay, guys. Hold her down for me!"

Several guys grab her and hold her down on the bench. Two clever guys grab her tits, increasing her milk flow. She pushes weakly back against them.

His erection is now huge, and she stares at it, repeatedly saying "No, no!" He enters her mouth, and her no's become more and more garbled as he very slowly pushes farther and farther into her mouth. As his cock enters her throat, she tries to scream, but only a muffled sound can be heard.

He withdraws his cock and speaks to two of his young black friends.

"We need more semen to choke her. You two guys fuck her mouth."

He steps away while his two friends, whose cocks are big, take turns putting them in her mouth. She is thrilled by two black strangers walking up to her and fucking her mouth without seeking permission or saying a word. Her indescribable orgasms start the second they plunge themselves into her mouth. They do not fuck her throat and shoot their wads into her mouth. She dutifully holds their loads in her mouth and waits for his huge cock to re-enter her. He pushes his friend's semen down her throat and out her lips and nostrils.

When his cock is all the way in, she again arches her back and attempts to breathe while the crowd cheers her on. She pushes weakly against the blackman and the guys holding her. She pretends to writhe in agony by twisting her body, curling her fingers, opening her eyes wide, and clutching at her throat. He withdraws his cock and immediately rams it back into her as fast as he can, not letting her breathe at all. The suddenness of it makes her gag several times, so he repeats it until she no longer gags, getting a sexual thrill making her gag on his cock.

He watches her struggle until she urgently needs air and then withdraws his cock completely. He and the others delight in watching her gasp violently, moan, and gurgle loudly. Now she has so much semen in her throat, she has a death rattle with each breath. Her gasps push her tits against the men's hands, causing sprays of milk. In her outbreaths, she expels semen foam. She makes her moans harsher this time to fool the crowd into thinking she is in pain, but in reality they are from her orgasms. She pleads between gasps.

"No, please stop!"

While she is still gasping, he unexpectedly rams his cock down her throat again, timing it to coincide with one of her huge inbreaths of air. The semen pushed down her throat is sucked into her trachea. She coughs violently until she runs out of air in her lungs, and the coughs turn to multiple spasms in her throat and chest. Her spasms give him a unique cock massage and move her tits against the guy's hands. He watches her vain attempts to breathe for a while, and when he withdraws completely, her trachea is still full of semen. She immediately starts coughing violently again while gasping for air and gurgling. She doesn't swallow the semen she coughs up, but holds it in her mouth for his next penetration, because she is enjoying choking on the men's semen for their sexual satisfaction. He waits until she stops coughing and forces his cock into her again, but only partially, so that she makes loud wheezing sounds for their perverse amusement. Then he forces his cock all the way in her again to cut off her air and start the whole choking process again.

Semen foam drools from her mouth and flows down into her eyes and hair. She doesn't wipe it away from her eyes, enjoying the stinging. Tears run out the corner of her eyes. He directs two more guys to fill her mouth with semen, to make her coughing and gurgling worse, and to see more foam flowing over her lips and down her face. These guys fuck her soaked pussy for a while and then climax in her mouth. She likes the taste her own juices on their cocks.

She loses track of the number of times she is choked for everyone's sexual gratification. He slowly increases the time he holds his cock all the way in her, making her gasps for air and gurgles louder with deeper breaths. And he shortens the time she is allowed to gasp, making her more and more desperate for air with each session. Finally, most of the semen is pumped into her stomach and he decides they have had enough fun with her and stops. The guys release her. She breathes deeply while moaning for several minutes, relaxes, moves down on the bench, and smiles broadly. The guys laugh, realizing they have been fooled. She makes no effort to clean the semen foam from her face. Her voice is hoarse and sounds funny when she speaks because her nostrils are still full of his semen.

"Wow, that was an awesome throat fuck!"

He moves to between her legs and rams his cock into her sopping pussy, giving her a huge instant orgasm, and she screams hoarsely.

"Oh yeah, I want your huge, black cock!"

Since he has already blown once, he fucks her for 30 long minutes. With each of his powerful strokes, she moans loudly and sprays milk. She adores every inch of his eleven inches and has gigantic orgasms. He has rarely fucked a woman who could take his whole shaft, and he wonders how such a petite woman like her can do it. She doesn't hold her tits, but lets them swing wildly for the crowd and him. Near the end, he withdraws and tells her to face down on the bench. This splits her breasts apart to each side of the narrow bench and puts her huge ass on display, to everyone's delight. Her weight on her breasts spreads them out and milk pours out of her tits, draining them in several minutes. Guys empty their water bottles and take turns putting them under her nipples to collect some of her milk. The new position is uncomfortable for her, with her huge breasts split wide apart, but she enjoys submitting to him and the pain. After he blows in her pussy, he turns her over and starts fondling her gigantic tits, which are still covered with milk from her previous position. She enjoys the stroking and groping of her tits. Then he starts sucking on her nipples, but there is little milk for him to drink. She lets him play with her tits as long as he wants, enjoying the orgasms. When he walks away, she is still incredibly horny

She sits up and blows the semen from her nose. The black guy comes back to introduce himself and get her phone number, which she eagerly provides. His name is Terrill, and she plans to take his phone calls. She leaves the dried semen foam on her face, and the milk on her boobs, to make her look sexier, if that is possible. A big glob of Terrill's semen falls onto the bench, and she scoops it up with her hands and puts it in her mouth, to Terrill's amusement. She spots a guy with big, hanging balls among the many guys staring at her, and points at him. She talks through a partially closed mouth, to keep the semen from spilling out.

"Hey you, lie down here on the bench!"

First she fondles his balls, then squeezes his scrotum above his balls to tightly stretch the skin over his balls, and pulls them up to her mouth. She likes balls that hang low because they are easier to make love to. She opens her mouth and Terrill's semen flows down onto this guy's balls. She doesn't even know this guy's name. She uses her lips and tongue to spread the semen all over his balls, then she licks and sucks it all off. She moves his balls across her tongue, kissing and sucking on them.

"Your balls are awesome!"

She sucks both his balls into her mouth, one at a time, and tries to tell everyone to look at her bulging cheeks, but no one can understand her. They do laugh at her trying to talk with a mouth full of balls. The vibrations from her speaking drives the guy crazy and he starts coming. So she pops his testicles from her mouth and starts sucking his cock and swallowing his semen, while having a huge orgasm.

"Who else has big balls?"

A bald man, with a huge belly and thick, dark hair all over his body, steps forward. The crowd thinks there is no way this gorgeous babe is going to do him. Gloria is disgusted by the guy, until she sees the size of his balls. She hurriedly goes to her knees in front of him, and becomes terribly excited by the sight and smell of his huge, very hairy balls. She puts her hands under his balls, and lifts them up.

"Press your legs together!"

He does as commanded, and when she lets go of his balls, they stand proud in front of his legs. She grabs his hairy ass and buries her face in his balls, squashing them against his legs. Their aroma fills her nostrils and excites her more. She grabs his balls and kisses and licks them all over, enjoying their pungent taste, and is happy that he has apparently not taken a shower for days and he is sweaty from his workout.

"I love your sweaty, hairy balls!"

She runs her tongue and lips all over his balls and up and down the seam along his scrotum sack as far as she can. She sucks as much of his scrotum as she can into her mouth, tongues it, and then moves on to another area. She stops when his balls lose their taste and smell. They glisten with her saliva that drips onto the floor, and his ball hair is matted and all wet. She then struggles to get just one ball in her mouth and finally succeeds by stretching her mouth as wide as possible, sucking hard, and squeezing the ball between her fingers to get it past her lips. She is so aroused at this point, she has a huge orgasm, but her moan is muffled because her mouth is completely full. She starts having multiple orgasms, her legs buckle, and she falls to the floor, taking his ball with her until it pops out of her mouth.

"Give me your balls!"

He kneels at her head and leans over her, covering her face with his hairy balls and scrotum sack. She has orgasm after orgasm sucking on his balls and moving them across her face and tongue until he blows big wads all over her tits. She lies there on the floor for a while, enjoying the after glow of so many orgasms, in a puddle of her juices.

"Looks like I need a shower", she says, as she picks many of the fat guy's hairs from of her mouth and teeth.

She picks a handsome, young lad and leads him to the shower room. She enters a handicapped stall since it has more room and handrails. She tries to kiss him, but he turns away and asks her to first clean off her face. He asks to soap up her boobs, and she lets him, even though she is dying to have his cock inside her. Finally, she spreads her legs while standing and guides his cock into her pussy. After he finishes with her, she sees the guys lined up outside her shower stall. So she lets them start fucking her, doggy style, while she bends over and hangs on to a rail.

Many of them are not good looking, and only last a few minutes inside her, but at this point, she is terribly horny and could care less. So many of them want to soap up her boobs that she gets tired of it, because she wants to be fucked. So she doesn't ever turn around and just hangs on to the rail and looks over her shoulder as each guy mounts her and starts fucking her. Sometimes she doesn't even look and waits for the surprise when she feels a new cock enter her, moaning loudly. A few of the body builders go to the head of the line to fuck her a second time, to her glee. A few ask to do her anally and she of course submits. Others don't even ask before ramming their cocks into her asshole. She washes their cum off her legs in the shower. New guys keep coming into the shower room and adding to the line faster than she can fuck them, so the fucking continues for over two hours. About twenty guys have her before she is satisfied and tired. Four guys left in the line start begging her when she walks out of the shower. She looks down at their erections and becomes aroused, which produces a desire to please them.

"Okay, you guys can fuck my tits."

She sits on a bench in the locker room, spreads her legs wide apart, cups her fingers under her pussy, waits for a blob of semen to fall out, and smears it between her breasts. She lets each guy in turn hold her tits together and fuck her cleavage. Their squeezing produces some milk. When they are ready to come, she leans forward and opens her mouth so they can ejaculate into it. She raises her head, keeping her mouth open to show the semen on her tongue. Then she looks into their eyes to see their reaction and forces their cum out of her mouth, so they can watch it flow down to her chin and into her cleavage, providing lubrication for the next guy. Her cleavage is soon full of foam. Some guys of course miss her mouth, and her cheeks and hair accumulate streaks of semen, which she intentionally does not wipe off. Some more guys walk into the locker room, see what is happening, and immediately take off their pants and join the line. Finally the last guy cums, she shows him his cum, swallows it, opens her mouth to show him it is gone, licks her lips, and smiles. She wipes the spume from her cleavage and hurriedly dresses before more guys show up. She deliberately does not wipe her face, waves goodbye to everyone, and leaves the locker room. She didn't take the time to put on her bra, so as she is walking through the gym and waving goodbye to everyone, her huge breasts swing and jiggle, giving everyone a good last show. She wipes the shiny cum from her face and neck with her fingers and licks her fingers clean, enjoying the taste and the curious looks from the people seeing her. The semen in her hair she sucks on in her mouth.

"Wow, what a great workout I had today!"