Gloria's Transformation - the Gym

On the arm curl machine, she tries to reach the handles but can't, even when she presses her mammoth mammaries into the armrest. She knew that would happen, but did it anyway to amuse her viewers by her difficulties with the size of her milk factories. She adjusts the seat height, but cleverly doesn't raise it quite high enough. So when she sits back down with her boobs on top of the armrest, they are lifted up, exposing some of her areola and more of her cleavage for the men's benefit. She can barely get her elbows on the ends of the armrest, since her boobs are so wide, so she squeezes them together and smiles at the men enjoying the view.

On the torso rotation machine, she sees another opportunity to entertain her audience with her difficulties with her titties. She kneels on the rotating stool and tries to put her shoulders on the pads but is stopped by her boobs contacting the handles. So she turns her body to put one of the handles between her breasts, and pushes forward to get one shoulder on a pad and give the men a view of the handle driving into her cleavage and spreading apart her breasts. The men smile as she holds onto one handle with a hand and the other with her breasts, and struggles to do the exercise.

When she moves to the pectoral fly machine, she adjusts it so her arms must go all the way back to maximize the display of her breasts. The men get an eyeful as she swings her arms and shoulders way back, giving everyone a magnificent view of her huge breasts thrusting forward and straining to bust out of her bodysuit. When she pulls her arms forward, she lightly smashes them into her boobs at the end of her swing for her audience's voyeuristic pleasure. Her bosom swells up out of her suit as her arms sink into her soft breasts, and the flow of milk dripping onto the floor through her saturated bodysuit noticeably increases. The size of her immense bust prevents her from getting the handles anywhere close to touching. All the men in the club stop working out or playing ball and just stand around and gawk at her exercise.

She does rep after rep of thrusting her boobs forward and squeezing them together, until someone in the free weights section drops a weight with a loud thud - a likely comment on her, she thinks. So she moves to the free weights section, lies down on her back on a bench, spreads her legs wide, and relishes the stares of the men all around her. They are ogling the large white spot in her bodysuit that is conforming to the shape of her slit, and her nipple bumps and huge boobs that have soaked the top front of her bodysuit with milk.

"Hand me a couple of two and half pound dumbbells, will you guys?"

Several guys scramble to be the first one to offer her the weights, which she lifts up and down with outstretched arms. All the guys gather closer around her to watch her squeeze her tits together on the up swing.

Finally, a tall, handsome, ripped body builder asks, "Would you come with me to the men's locker room?"

"I thought you'd never ask!"

They are strangers, but she doesn't even ask his name. He leads her into the center of the locker room, kisses her passionately, lifts her up like she weights nothing, and puts her on her feet on a bench, whereupon everyone stops what they are doing and just stares at her. He then does what he and everyone else have been waiting for so patiently and takes the straps off her shoulders and pulls her bodysuit down from her bulbous breasts. The room is quiet except for many sighs and gasps and expressions of astonishment, as her curvaceous breasts are totally revealed in all their glory. No one can believe how huge and gorgeous her breasts are, how they don't sag, and how rapidly they are alluringly dripping milk onto the bench. She pulls the bodysuit down the rest of the way and steps out of it, causing her breasts to sway and jiggle and drive the men crazy with desire.

Smiling broadly, she says "Hi!" and blows kisses to everyone. The guys also love the rest of her body, and many whistle and compliment her. Being naked before so many strangers adds to her arousement. She lifts her arms up and rotates her upper body to swing her breasts for them, and the room explodes with excited shouts, whistles, and applause. Their excitement makes her even more aroused, and her cream starts trickling down her legs. She covers her nipples with her hands, not for modesty, but to tease the men, and smiles as she slowly turns around to give them all lots of different views of her mind blowing body and the cream on the insides of her legs. The word gets out and soon all the men, even those employed by the gym, are in the locker room gawking at her.

Gloria likes teasing the men, so she puts the palms of her hands on the sides of her breasts and rubs her hands over boobs in complete circles, pushing them together, then apart, and lifting them up and dropping them. She pauses when she is pushing her boobs together so the men can enjoy the sprays of milk she is creating. As her hands rub the insides of her breasts, her arms compress her breasts, and when her arms release them, her nipples thrust forward and spray milk. Next she inserts her index finger into her pussy, moves it around with her eyes closed and mouth open, and withdraws it. Cream drips from her hand as she holds it out extended it to the men, with only her sloppy finger pointing up. She slowly turns around and chuckles at their hysterical reactions. Finally, she points her wet finger at the handsome body builder who took her clothes off.

"I'm ready for you!"

He jumps up on the bench, grabs her, presses her against him, and kisses her again passionately. She feels his large cock, his pumped up biceps, and how hard his body is all over, and her pussy actually starts dripping. And the cream running down her leg reaches the bench. He turns her to face away from him, pushes her legs together, folds them up against her stomach and breasts, grabs her legs, and lifts her up against him above his erect penis. She guides his cock into her pussy and screams loudly with a huge orgasm the instant he penetrates her. He fucks her slowly at first by moving her up and down on his penis and her orgasms continue. Then he rams his cock hard into her on each down stroke, squirting milk out of her bouncing breasts, giving her one huge orgasm after another, and making her moan really loudly each time.

When he puts her down, her legs are so weak she starts to fall over before another body builder, without even asking, grabs her. He puts his hands between her legs, and lifts her up onto his cock, while she hangs on to his thick neck and wraps her legs around him. Five body builders fuck her one after another, never bothering to ask permission, by pumping her up and down on their cocks. She loves it, since she feels so helpless in their muscled, powerful arms. One guy takes his hands away and briefly supports her on just his cock, although she is hanging onto his neck. Some of the guys simply stand in front of her, grab her ass, and lift her up against them as their hands sink deeply into her ass cheeks. She guides their cocks into her wet pussy and hangs on to their thick necks. As each body builder puts her down, gobs of semen drop from her pussy unto the bench or run down her legs.

One body builder puts his arms around her as she stands wobbly on the bench, turns her to face him, then sits on the edge of the bench between her legs and starts sucking on one of her nipples and finger fucking her. She responds by throwing her head back, closing her eyes, and moaning loudly. She wants to titillate him and her audience, so she slowly pulls away until her boob is so stretched out it begins to hurt. The contrast between her elongated boob and the other one show how lusciously plump and marvelously elastic her breasts are.

"Let go!"

He suddenly breaks the suction and everyone watches her boob spring back towards her, spraying milk and expanding in girth, then surging forward and back several times. When her boob stops bouncing, she moves forward and buries his face in her cleavage, then pulls back and beats him with her tits, as he grins as if he were in heaven. Each time one of her boobs hits him, it sprays milk, and soon her boobs are continuously spraying milk. So she puts her hands on her head to show she is not touching her boobs, pulls back and aims her milk spray from one boob, then the other, at his face until it is covered.

"Open your mouth wide!"

When he does as she wishes, she thrusts her neglected nipple into his mouth, then pushes forward until her soft breast is molded all around and completely covers his face. She enjoys multiple orgasms from his sucking, then slowly pulls away again, but this time, doesn't need to tell him to let go. Both of them are soon so excited that she swats down, positions his cockhead at the right spot, then lifts her feet up, and falls down hard on his rigid cock. Her cream and other men's semen splatter loudly on him and the bench, and she sings out an intense moan with an earth shattering orgasm the moment he is suddenly completely inside her. She holds onto his muscular shoulders and continues moaning as he lifts her up and lets her fall and get impaled on his cock. Her nipples trace milky paths up and down his ripped chest as her legs dangle in the air until he explodes inside her.

Next, a six foot six, muscle bound ape, pumped up from a heavy workout, lifts her off the other man like she weighs nothing. Gloria has never felt a body as hard as his and is thrilled to be in his vein bulging arms. He enters her dripping vagina from behind, with her eager help, forcing gobs of semen and cream out of her, then supports her on his cock momentarily as he changes his grip from her torso to her legs. He spreads her legs as wide apart as possible and rotates around, giving all his buddies a fantastic view of her pussy dropping long strings of cream and semen and her enormous breasts dripping milk onto the bench. She looks at each guy ogling her, and the exhibitionist in her loves the lust she sees in all their faces. She becomes more and more excited by being exposed and spread wide open before so many men, with a huge cock inside her. She strokes her boobs and squeezes out sprays of milk for their enjoyment. Some guys start masturbating while staring at her.

When he starts pumping her up and down on his cock, her huge breasts swing up and down, spraying milk, as his 12 inch cock sloshes in and out of her wetness. The unbelievable show gets even better when the guys notice the large bulge that grows longer, then disappears, in her flat abdomen with each of his penetrations. Occasionally, he stops his stroke deep inside her and allows her to drop down, forcing the head of his cock forward and producing an even bigger bulge in her. All the guys take videos of her bulging with each of his strokes. She momentarily puts a hand on her belly so she can feel her expansions and is lost in the intensity of her orgasms. He turns around slowly as he fucks her so everyone has a good view.

The crowd goes wild and encourages him to fuck her harder. So a guy sits on the bench 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 six guys have ejaculated inside her already. Each down stroke also 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 cream are splattered onto the bench, the floor, 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 the bench. Semen and cream flow from her vagina as she comes down from her high. After a short while, she sits up, and sees about two dozen ordinary and very horny guys surrounding her.

"Everyone, get naked now!"

Gloria stands up on the bench and surveys the crowd. Some of the guys she knows, but most are strangers. She spots a handsome black man with a long, uncircumcised penis and points at him.

"I want you! How big are you?"

"Eleven inches"

He gets up on the bench, and she gets down on her knees and takes his penis in her hand. It is only semi-erect, but thick enough that she cannot wrap her fingers all the way around it. Her heart is racing with excitement as she lifts the heavy monster's head up to her lips and pulls back its foreskin. She sees with delight that it has not been cleaned for a while, and has very pungent smegma under its 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 cream 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 hanging down over the end of the bench. He kneels in front of her, puts a towel under her neck and head, 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 can't believe she is taking all his 11 inches, and they enjoy 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 he and everyone else are 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 rest on the bench. There are many 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 being choked by 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 please her partner and her audience. Her submissiveness makes her want to offer no resistance to being choked. And lastly, she can see and feel it is a huge, black 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 lips turn blue, and he reluctantly withdraws his cock. She takes huge, deep breaths, swinging her massive breasts and spraying her milk, and her lips return 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 and hits them softly with her fists.

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 guys in the crowd who are masturbating.

"She needs more semen. You guys, shoot your wads in her mouth."

He steps away while the two guys, who don't need much time, take turns ejaculating into her mouth. She is aroused by being made into a cum dumpster by two complete strangers who neither seek her permission or say a word. She dutifully holds their loads in her mouth and waits for his huge cock to re-enter her. He pushes their semen down her throat, and some oozes 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 and trachea that she makes 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 sound harsh 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 loves 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 over again.