Soon we got at the gym, and entered inside, presenting our passes to the receptionist. They seemed to check out, she even gave us locker keys, so we went in the gym. We took our bags with us into the changing rooms and agreed to meet in between the respective doors when we were done. I entered the male changing room, and reached into my bag and pulled out my shorts and T-shirt. They seemed so much bulkier then what I was just wearing, but it was better for working out in. I decided to put my T-shirt on anyway, even though I hadn't been wearing one when I came in. I took off my hot-pant jeans and put on the more comfortable and longer shorts, and then put my old shorts with my wallet in my bag for safety. I decided it might be better to hold on to my bag rather then lock it up in a locker.

I came out of the change room, and then waited a little bit for Lynn to come out as well. When she came out, I noticed her Gym Clothes were a lot less skimpy then the day bikini she came in with, instead wearing a pair of black shorts with a light blue tank top that showed off her belly a little.

"So, do you want to pump weights first?" I asked Lynn once I got her attention.

"Yeah, that sounds about right" she said, so we headed over to some of the weight machines, and found two free machines side by side to use.

Before I got on my machine to use it, I took a look at all the different people using the exercise equipment. They were all wearing baggy T-shirts or tank tops with shorts or sweatpants, and many of them looked like they really needed the gym, being quite over weight. Not a very attractive sight all around. So then I got an idea.

"Wait, I got an idea before we start. Let's do all these folks working out a favour, including us. For starters, don't you think it odd that our workout outfits don't match the every day outfits we cam in with."

"Yeah, kind of, but so what, these are far more comfortable to work out in, that material would have chafed."

"I know, so let's do something about that" I said as I reached into my back pack and grabbed the remote.

"What, are you going to scan and change everyone here?" Lynn asked.

"In a way, yes, but it's not as complex as you think it is." I said.

I went into Mass settings, and starting with area, set it to the whole Gym complex. Next I went into the sub menu and made my changes, picking "All Humans" as my subjects, including myself and Lynn.

I then went to clothing, and switched it to "Gym clothes: 2" for women, and "Gym Clothes: 1" for, then I switched fitness to 5 or >, and switched Health to "In Shape or >" I also switched Hair: Long or > and "Cup Size B or >"for women.  Before I hit execute, I went back to the greater settings, and told the remote to exclude Lynn and I from the Memory Alteration effects from now on. Then I went back into Mass settings, and hit "Execute". The device hummed to life, louder then before as it effected the whole gym.

Me and Lynn seemed to be effected first, being subjected only to the devices clothe changing. Our tops changed first, rips spreading through the centres, splitting them in two, with the shards disappearing as they hit the ground. Similar rips effected our shorts, as they split apart and then hit the ground and dissolved into nothing. We were standing there now in our underwear, but then they began to reshape to better suit as our gym clothes. My white underwear began to shift shape and change colour to light blue. The window in the crotch seemed to seal up and disappear, and the material it made of seemed to change, becoming like that of a swimsuits, designed to wick away any seat that might fill them.

Lynn's white underwear went through a similar change, changing shape and composition to a similar, swimwear like material that shaped itself around her body, her bra becoming like a bikini top with straps that didn't tie on, going over the shoulders instead of the neck. When the changes were done, we wearing material that looked a lot closer to the outfits we came in wearing.

The changes had begun to effect everyone else in the gym next. Their clothing changed first, tops and pant falling off to their sides, and dissolving into nothing. Their underwear changed next, with underpants changing shape and material on both men and women into swimsuit like material and shape, with bras and sport bras altering over the women's chests to conform all like Lynn's top.

The changes to their body came next, first those that were over weight began to loose a lot of fat as inches dissolved off their waist and stomachs. Muscles began to then form on the arms, legs, chest and abs of them all, growing larger with each of them growing noticeable six packs on their abs, men and women alike. The men grew thick muscles on their arms, legs and chest, while the women's arm and leg muscle became long and lean. The women's chests came next, the one's with smaller breasts expanding out into a minimum size of B Cup, being exposed by their new bikini tops. Lastly all hair on the women with short hair began to grow out as well, growing down to their shoulders.

Pretty soon the changes were over, and the gym was filled with strong, scantily clad men in woman. If it weren't for their shoes, socks and sweat bands, you would have thought they were at the beach instead of in a gym.

"Well this seems much better" I said about our new outfits and those of everyone else.

"Yeah, great on the eyes" said Lynn.

"Come on, let's work out then" I said, and with that, I got to work on a weight machine. I found myself lifting far more weight then I had been able to before, and so set the weights to even higher. After working out for nearly half-an-hour, I found myself getting a little tired. Lynn was likewise getting tired, so we moved over the the exercise bicycles to work on them for a while. After riding them on the bikes for quite a while, we decided we had enough, and agreed on going to the pool for a while.

We went to the change rooms again, and agreed to meet outside the change rooms again before getting in the pool.

I grabbed my backpack and unzipped it, reaching in and pulling out my red swimming trunks. I took off my exercise briefs, and then slid on my trunks. Again I noticed an anomaly in fashion right away, the swim trunks being much longer then my exercise pants. I figured it was something to rectify with the remote once I was in the pool area. I grabbed by bag and then headed to the showers, taking a quick shower while still in my trunks, as the pool rules had indicated. I then grabbed my bag, and headed out to the pool area to wait for Lynn to come out. I looked around, and I saw many of the bathers, many of them in one piece swimsuits or swim trunks, or even women wearing shorts over their bikini bottoms. Good candidates for the Remote, that was for sure.

Soon Lynn joined me, and I noticed her wearing a low cut one piece purple swimsuit.

"Let me guess, that was the only swimsuit in your closet actually meant for swimming, wasn't it?" I asked, clearing showing my red swim trunks as well.

"Yeah, I never had the nerve to wear a bikini until yesterday, so even my actual swimsuits were all one pieces. And I see you have a similar situation with your own." said Lynn.

"So, shall we fix that before we head into the pool?" I asked, with the remote still in my hand.

"Just be careful you don't get that thing wet" Lynn added.

I fiddled around with the remote again. I made adjustments for Muscles to be "6 or >", Woman's hair to be "Long or >", Woman's chests to "B Cup or >", Health to "In Shape or >", Male's outfit to "Beach: 1" and Girl's outfits to "Beach: 2" (beach 1 for women was topless, didn't want to go that far). I hit execute, and the machine hummed to life.

Our swimsuits changed first. My Red Trunks shrunk down and changed shape, shirking rapidly up my legs. The outer material seemed to merge with the mesh underneath, changing composition to be more elastic like that of a Speedo, the drawstring on the waste disappearing and the elastic band switching it's build under the material. At last it finished changing shape, leaving me with a tight red speedo swimsuit.  

Lynn's swimsuit changed next, changing composition around her breasts and crotch, forming bands that tied their selves around her waist, neck and back, as the rest of her swimsuit dissolved into nothing, forming a nice purple bikini. But it didn't stop there, and began to shrink some more, her top shrinking into a string bikini that showed off a whole lot of cleavage, and her bottom shrinking into a thong with tiny straps.  My arousal at all this sudden skin exposure was embarrassingly noticeable through my tight speedo.

"Wow, that's quite a sexy suit on you" I boldly said.

"On you too" Lynn said in response.

The changes then began to affect other people in the pool area, with their swimsuits changing shape, with one piece swimsuits shrinking into string bikinis, extra shorts disappearing, and swim trunks shrinking into speedos.  There were a few children and younger teens there, playing with their parents, boy's swim trunks shrinking into speedos, and girl's one pieces shrinking into bikinis, but the swimsuits still remained age appropriate for their size. The chests on any of the women and elder teens with smaller chest began to expand as well, growing out to fill their bikini tops. The hair on the women changed next, growing out to shoulder length, and lastly, muscles began to grow on all the adults, giving the men and women quite the appropriate ripped look.

With that, I put the scanner away in my back pack, zipped it up tight, and put it away in the corner where hopefully no one would swipe it. I then got into the pool alongside Lynn, and we began to splash each other and have a lot of fun swimming above and under the pool for what must have been almost an hour.