Paul Reed knew he shouldn't have bothered coming to his old friend Ben's gym. The equipment was old, the clientele were a bunch of working class losers, and honestly, the place smelled. The only reason he bothered coming was to help out his old high school wrestling teammate get back into shape, and Ben couldn't afford a membership at Paul's high end gym. So he got a guest pass here, hoping to get Ben started on a routine, and then return to his usual, cleaner gym. But now...now there was some kind of demented Ringmaster that was regressing a locker room full of men into little boys and thanks to Ben being such a fucking loser, Paul was among them.
"Great choice for a gym, Ben, so glad you couldn't afford to come to mine!" Paul scowled at his old teammate as his erection pressed painfully against his designer brand gym shorts.
"Well maybe I'd be able to afford your fancy ass gym if your rich parents stopped pulling their strings to get you chosen for every promotion, every scholarship, every little thing their money could buy to get a second rate POS like you chosen over me!" Ben spat back as his erection pulsed against his bargain bin gym shorts.
"You take that back!" Paul growled as he shoved Ben against a locker. "Never! You were always a spoiled shit!" Ben retorted as he maneuvered around Paul and shoved him into the same locker. When their argument started, both men were in their late 20s, but had slowly regressed back to 21 year olds. Both their gym shorts, cheap and expensive, slowly began to slide down, allowing Ben to rub his exposed cock head against Paul's butt crack.
"Looks like I'm coming out on top again, rich boy," Ben said smugly as he rubbed his cock up and down Paul's crack. "Screw you!" Paul cried out as he slipped out of Ben's hold. Ben went to grab him, but as they both slipped into their late teens, he literally slipped on his falling shorts, sending him crashing down onto one of the locker benches. Never one to pass an opportunity, Paul lept on top of his rival. Filled with teenage lust and dripping with precum, he quickly inserted his cock into Ben's increasingly smooth ass.
Each of them now just 16 years old, their bodies were smooth, sweaty, and covered in lean muscle. Paul leaned in, pulling on Ben's cheap white undershirt as he thrust into him over and over. "I was always stronger than you!" Paul regressed further, going from 16 to 15 to 14. His muscles deflated, what little body hair he had faded away, and his voice cracked as it became higher pitched.
"I was always smarter than you!" He grasped Ben's shirt tighter as his height dropped, his feet no longer reaching the floor. Pulling himself back on top of Ben even as he shrank from 14 to 13, he continue desperately pumping his shrinking cock into his now older rival. His balls pulled in tight as his pubes faded to peach fuzz, his voice higher than ever.
"I'm better than you! I'm better! Than! You!" Paul squeeled as his tiny cock erupted inside the teenage Ben's hole. His body rapidly collapsed into itself, shrinking down from 13 to 12, 11, and finally 10 years old. His cock, now tiny and hairless, slipped out of Ben's ass. Then, as Ben sat up, sliding Paul off his back, he realized the sudden size difference between them.
"And I always had better endurance than you," still teenage Ben declared. And before he could get away, Ben grabbed Paul's weak arms, lifted him up, and sat his tiny boy ass down on his hard teenage cock. Knowing he had little time left, he thrust deep inside the boy, hoisting him up and down to drive his cock faster and deeper. He could feel his strength waning as he regressed from 16 to 15 to 14, his muscles getting smaller as his own moans got higher and higher pitched. His pubes fading away to the lightest of peach fuzz, he felt his cock explode inside Paul's ass as they both squeeled in ecstacy. Shrinking from 14 to 13 to 12, Ben let Paul slide off his lap onto the floor, where he sat panting.
Breathing deeply, Paulie looked up and saw his defeat standing before him. Benny was older, bigger and stronger than him. Even his hairless little cock was still bigger than his. Now he knew once and for all, that he truly was bested, and no amount of money would change it.
"Looks like we have quite the competitive pair here! You two will make excellent little peanut vendors! I'll be sure to tally your sales every night and see who's the bigger boy!" The Ringmaster proudly proclaimed to the two boys as they turned to him and smiled, knowing that they'd get another chance to prove themselves to each other at the circus!