"How long have I been doing this?" Eric sighed as he watched over his latest workout group.

It was always the same -- a group of men who wanted to shed extra pounds, build up muscle and come out looking like Mr. Universe. They would show up, skinny, beer-bellied, fat, lanky all the different builds.

Then the workout course would begin as would the weeding process. Bit by bit, men would begin to trail off and leave as Eric worked on the rest, turning the diligent serious men into the pumped up musclemen they had been aiming for.

When Eric had started he had been a fitness enthusiast -- a curly haired, prime hunk of a man with the chiseled looks of a sculpture and the massive limbs, pecs and washboard belly that belong in the pages of "Iron Man" magazine (which he had appeared in). He had loved observing the expansion of the figure as his men put on muscle and felt a pride as they became tight, broad figures that were the pride of any gym. Just watching the flex of growing biceps pulling a weight could arouse him.

But something was missing now.

Eric was still proud of how well he did his work, but it was a job to him, not a mission or an art. And the attraction that he had felt for his muscle men had diminished.

Over time, many men had been after Eric. He had dated many of his former student and other brawny men. They were fine, but over the years Eric had found a sameness in the physical aspect of dating them. It was like making love to a mirror. Unfortunately, since Eric spent most of the time at the gym as a trainer and for his workouts, he didn't get much of a chance to meet other men. Those less 'well-built' men at the gym had often been too shy and intimidated to do more than look at him with admiration and fantasy. If they didn't quit then they would become built up like the others, and the sameness would still be there.

All this changed from the moment Tony showed up for his workout course.

Tony had not been like the other muscle-men wannabes when he arrived for the first of his workout sessions. He came in clad in a tight spandex unitard that revealed a pretty good, if average figure, except for one thing that most of the men in the course would try to hide -- a round spare tire that indicated that Tony had been enjoying his food. Above this beginner's gut was a set of round and fleshy pecs that were hadn't fully decided if they were pads of muscle or pillows of softness. He wasn't at all in awe of Eric as the other men were, instead, Tony seemed amused by the handsome muscleman trainer. Still, amused or not, Tony got through the workouts better than most of the men in the group...

After a few weeks, those men who were still part of the group had begun to show some changes. Biceps began to fill out and thighs became more powerful. Pecs pressed outward against the tank-tops, revealing the firm nipples and waistlines and asses began to get tighter.

Well, not all waistlines and asses.

Tony's gut had filled out more and his ass looked plumper. Its true that his limbs and chest had filled out with muscle, but there seemed to be a bit more lardiness to them too.

"Why would Tony put on weight like that?" Eric wondered. He knew that other men often increased their appetites under the regular workouts and some did put on even more flesh than ever. But these men were usually shocked by their gain and Eric would have to talk to them on how their body would have to adjust to the eating workout patterns that they were trying.

But Tony wasn't looking anxiously as he stood on the scales. He rubbed his gut fondly and would walk with it thrust forward. In fact the new striped workout gear that Tony had started wearing seemed to be chosen enhance his fleshiness even more.

After a hard workout, Eric gave one of his usual pep talks. Only this time he emphasized how food may interact with a developing physique and how a man should properly gain weight through working out...

He should have been insulted by the smirk Tony gave him while he spoke, but instead, Eric was intrigued.

Why did Tony work out so hard yet keep getting fatter? Any other man in Tony's situation would have been a nervous wreck of a muscle-man wannabe.

"I guess, I'll just be a chunky hunk..." Tony would reply whenever any of the men in the group said anything. He would then laugh and proudly pat his paunch as if he delighted in it.

As the course moved along Eric found himself paying more and more attention to this growing hunk of fat and muscle. He kept telling himself it was what any good trainer would do -- after all what is the man paying for?

Tony seemed to enjoy the attention and under Eric's supervision exerted himself even more. At the same time he proudly flaunted a heft that seemed to swell out more and more...

Eric was mystified.

2:00 AM.

Eric woke up with a shudder. He had had a dream that had been so damned WEIRD. Yet as he looked around his dark bedroom, the images that had filled his sleep quickly faded away. Unsure of whether he wanted to recall the dream, Eric let it slip from his memory. All that he could remember the next morning was that it somehow involved Tony and his saying a phrase he could never imagine saying...

The next time Tony showed up at his workout, Eric kept his distance from him. He couldn't remember what the growing man had been doing in that disturbing dream, but all the same, Eric wasn't going to wake up shuddering again if he could help it. All the same, he couldn't help slipping glances at Tony's ballooning gut...

"ONE...TWO...THREE..."

Eric began to lead the men through a series of deep bends. The workout was almost over and because of the long holiday weekend, the next training session wouldn't be scheduled for another week.

RRRIPPP...

The heads of the men all turned in unison towards a sheepish looking Tony.

Still in deep bend, Tony smiled as he looked up over his shoulder trying to see the damage.

The spandex unitard had split cleanly and smoothly up Tony's backside.

The shiny striped fabric contrasted greatly with the warm plump butt-cheeks that were pressing their way out, trying to widen the split even further.

The other men looked at Tony in surprise, shock, or amusement as he straightened up and sauntered out of the room. Chuckling, Tony deliberately paused as he exited, allowing the men to get a final look at the large ass that was falling out of his unitard.

"Take a break." Eric ordered as he hastily walked out of the workout room, past the locker room and up to a bathroom urinal. Giving a sigh of relief to find himself alone, Eric hastily struggled to pull down his gym shorts, gasping as he freed the massive throbbing cock from the tent-like prison of the cloth. He had begun to harden and swell from the moment he saw Tony's ass ripping out of the overstuffed tights. It was stiff now, springing with an upward curve his powerful firm thighs. Without hesitation, Eric grabbed his long, thick erection with his fist, pumping up and down until he shot the load that was powerfully surging within him. As the come jetted out of his cock, Eric moaned happily, not even bothering to wonder why the best orgasm he had felt in ages had come from the visions of a plump man bursting his undersized clothes.

Breathing deeply and feeling drained, Eric did up his shorts and turned to go -- only to see Tony, still wearing the split unitard watching him with a smile.

How much had he seen?

All Eric could do was mumble about how the group was finished for the day as he rushed out blushing violently.

Eric tried everything he could think of to get his mind of Tony during that weekend. Walks, parties, meeting friends, casual (but very safe) sex...

But the vision of chubby Tony bloating out of that unitard kept popping in his mind. The scene in the gym had seized Eric's imagination. He only had to imagine a chunky ass or round gut to get a hard-on. At night, he kept having dreams of feeling a damp long object while he rested his head against something soft, warm, pillowy and wonderful as well as other dreams where he kept feeding and kissing a large mouth...

Men arrived for the next workout. Eric realized that the interest he had in looking over the waistlines of those who had overindulged during the week-long layoff, was now more than the usual interest of a trainer in a backsliding subject. He began to wonder what Tony would be like.

What Eric saw as Tony entered nearly made him creme his shorts.

Tony had given up the unitards for a pair of shiny light blue bike shorts and a bright orange tank-top. And he was clearly too fat to fit easily in either item. His firm but beefy thighs filled out the tight leggings to near bursting, closing behind the crotch so that it was thrust forward, revealing the erotic outline of his basket. Twin rounds of ass filled out the backside pressing out the seams in an attempt to repeat the same splitting of fabric as last time.

Eric stared upwards at the rounding of Tony's double chin. and then let his gaze wander down. The chest was fuller than ever now, still round, but the nipples rested much lower on them hugging the droop of the added flab.

But his belly was the most riveting sight -- a defiant symbol of everything that Eric's training was supposed to eradicate. It sprung forward from below the pecs, bulging out the taut covering of the tank-top. Fuller and fuller it stretched in its downward course until the fleshy hues of the paunch showed swelling on past the confines of the shirt. The navel stared out, eye-like, from its deep cushiony indentation. The gut pushed out further until, as if satisfied by its display, it quickly and smoothly curved back and upwards into the straining waistband of the shorts.

Eric's self control had never been so strained before, yet he couldn't figure out why. Acting as naturally as he could, Eric took the group through their paces. Most of the men, kept sneaking shocked glances at the fat figure that Tony displayed, too surprised to even make any remarks.

Tony kept up with all the paces, his figure shifting and gently bouncing in a fascinating contrast with the lean, pumped figures of the rest of the group.

And Eric watched him, feeling hornier and more aroused with every motion of the big-bellied torso in front of him. For some reason he began to imagine Tony getting even fatter and nearly ripped out of his crotch... It was a the longest and most uncomfortable workout session that the Trainer had ever given.

Frightened by his feelings and almost in agony from the huge erection that was all too embarrassingly clear to see, Eric dismissed the men.

Tony stayed behind, performing some extra bending exercises and showing a broad grin. Eric watched the shorts form the twin stretched mounds of shimmering blue, topped by the skin tone of the overflowing ass.

All questions, all doubts, all restraint crumbled away...

Eric grabbed the chubby man from behind and pressed the throbbing mound in his shorts against the wide smooth valley of Tony's butt.

"I want you..." Eric said in a voice that was warmed by desire, "I want to fuck that fat body of yours -- wrap my arms around that belly -- you great fat, fat slob..."

Tony held Eric's hands and pressed them deep into his big gut, while Eric kissed his broad chunky shoulders.

"Fuck me, Muscle-Man!" Tony yelled as he lowered himself.

Automatically, Eric pulled down his pre-come stained shorts releasing, his swollen and stiff cock. He pinched at the small splits in Tony's shorts, feverishly pulling it apart from the waistband to the crotch panel. The sight of the double pads of Tony's buttock plumping free made Eric gasp with even greater lust. Grabbing the fat man's soft, flowing expanse, Eric thrust himself in, again and again, enjoying the yielding deepness of the large ass.

This was better than a rigid muscular butt!

The man was big and he was going to get bigger! Eric's imagination raced as he thought about pinching and kissing Tony's nipples as his pec's grew bigger, sucking at the big cock in between those thickening legs and stretching himself over that swelling gut...Oh, he needed this beautiful fat Tony!!!

Eric moaned as he surged into his partner. His moan was suddenly joined by Tony's as he too shot off, filling the tightly packed front of his spandex with creme...

Tony leaned against a wall, Eric kneeling at his waist, burying his head in the roundness of Tony's belly and stroking the wet cock that he had freed from the dripping come soaked shorts.

Eric stopped for a moment -- he had a feeling he had done this before.

Suddenly the images of all his almost forgotten dreams flooded his mind.

He had dreamed about making love to Tony -- a man who could get bigger and who could never have that sameness of the muscularly big men he had dated! Eric was in love with this man who was so proud of his sexy, beautiful growing bulk.

Eric stood up and slowly kissed Tony, looking deep into his eyes.

Then, looking intently at sexy mouth that he had just kissed. Eric imagined constantly feeding it and experiencing out all the images he had dreamed.

He knew it was time to say the unimaginable phrase he had dreamed about that first night.

"You're gonna get bigger! I'll make you fatter and fatter, you sexy slob!"

At those words, Tony grabbed Eric's face and kissed it hard, pushing against him and rubbing the muscled figure with his large torso. As the hard-built and fat-filled bodies blended in their lovemaking, Tony gasped out happily..."Fatten...me...up..., Trainer!..."